Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 01, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | SHIFT4 PAYMENTS, INC. | ||
Entity Central Index Key | 0001794669 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 663.6 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-39313 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-3676340 | ||
Entity Address, Address Line One | 2202 N. Irving Street | ||
Entity Address, City or Town | Allentown | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 18109 | ||
City Area Code | 888 | ||
Local Phone Number | 276-2108 | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | ||
Trading Symbol | FOUR | ||
Security Exchange Name | NYSE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Specifically identified portions of the registrant’s proxy statement for the 2021 annual meeting of stockholders, which will be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, 2020, are incorporated by reference into Part III of this report. | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 39,737,983 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 30,625,857 | ||
Class C Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 10,188,852 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 927.8 | $ 3.7 |
Accounts receivable, net of allowance for doubtful accounts of $5.7 in 2020 (2019 - $2.5) | 92.7 | 78.6 |
Contract assets, net of allowance for doubtful accounts of $0 in 2020 (2019 - $2.9) (Note 4) | 6.8 | |
Inventory (Note 6) | 1.5 | 8.5 |
Prepaid expenses and other current assets (Note 13) | 11.5 | 8.8 |
Total current assets | 1,033.5 | 106.4 |
Noncurrent assets | ||
Goodwill (Note 7) | 477 | 421.3 |
Other intangible assets, net (Note 8) | 186.3 | 209.2 |
Capitalized acquisition costs, net (Note 9) | 30.2 | 26.4 |
Equipment for lease, net (Note 10) | 36.6 | |
Property, plant and equipment, net (Note 11) | 15.1 | 15.4 |
Contract assets, net of allowance for doubtful accounts of $0 in 2020 (2019 - $1.7) (Note 4) | 3.9 | |
Other noncurrent assets | 0.6 | 1.4 |
Total noncurrent assets | 745.8 | 677.6 |
Total assets | 1,779.3 | 784 |
Current liabilities | ||
Current portion of debt (Note 12) | 0.9 | 5.3 |
Accounts payable | 60.6 | 58.1 |
Accrued expenses and other current liabilities (Note 13) | 30.1 | 60.9 |
Deferred revenue (Note 4) | 7.8 | 5.6 |
Total current liabilities | 99.4 | 129.9 |
Noncurrent liabilities | ||
Long-term debt (Note 12) | 1,005.4 | 635.1 |
Deferred tax liability (Note 15) | 2.8 | 4.1 |
Other noncurrent liabilities (Note 5) | 1.7 | 4.8 |
Total noncurrent liabilities | 1,009.9 | 644 |
Total liabilities | 1,109.3 | 773.9 |
Commitments and contingencies (Note 18) | ||
Redeemable preferred units, $100,000 par value; 430 shares authorized, issued and outstanding at December 31, 2019 (Note 19) | 43 | |
Members' deficit - Shift4 Payments, LLC (Note 20) | ||
Members' equity | 149.2 | |
Stockholders' equity - Shift4 Payments, Inc. (Note 20) | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized at December 31, 2020, none issued and outstanding | ||
Additional paid-in capital | 738.3 | |
Retained deficit | (278.7) | (182.4) |
Total stockholders' equity attributable to Shift4 Payments, Inc./members' (deficit) | 459.6 | (32.9) |
Noncontrolling interests (Note 21) | 210.4 | |
Total stockholders' equity/members' (deficit) | 670 | (32.9) |
Total liabilities and stockholders' equity/members' deficit | $ 1,779.3 | 784 |
Class B Common Units | ||
Members' deficit - Shift4 Payments, LLC (Note 20) | ||
Common units | 0.3 | |
Stockholders' equity - Shift4 Payments, Inc. (Note 20) | ||
Total stockholders' equity/members' (deficit) | $ 0.3 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 5.7 | $ 2.5 |
Contract assets allowance for doubtful accounts current | 0 | 2.9 |
Contract assets allowance for doubtful accounts noncurrent | $ 0 | $ 1.7 |
Redeemable preferred units, par value per share | $ 100,000 | |
Redeemable preferred units, shares authorized | 430 | |
Redeemable preferred units, shares issued | 430 | |
Redeemable preferred units, shares outstanding | 430 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | |
Preferred stock, outstanding | 0 | |
Common stock, outstanding | 80,552,659 | |
Class A Common Units | ||
Common unit, par value | $ 0 | |
Common unit, authorized | 100,000 | |
Common unit, issued | 100,000 | |
Common unit, outstanding | 100,000 | |
Class B Common Units | ||
Common unit, par value | $ 323 | |
Common unit, authorized | 1,010 | |
Common unit, issued | 1,010 | |
Common unit, outstanding | 1,010 | |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 39,737,950 | |
Common stock, outstanding | 39,737,950 | |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 30,625,857 | |
Common stock, outstanding | 30,625,857 | |
Class C Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 10,188,852 | |
Common stock, outstanding | 10,188,852 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||||
Gross revenue | $ 210.9 | $ 214.8 | $ 141.8 | $ 199.4 | $ 202.1 | $ 193.8 | $ 180.5 | $ 155 | $ 766.9 | $ 731.4 | $ 560.6 | |||||
Cost of sales | 159.6 | 163.3 | 110.2 | 156 | 153.5 | 148.5 | 138.3 | 117.7 | 589.1 | 558 | 419.9 | |||||
Gross profit | 51.3 | 51.5 | 31.6 | 43.4 | 48.6 | 45.3 | 42.2 | 37.3 | 177.8 | 173.4 | 140.7 | |||||
General and administrative expenses | 35.2 | 35.4 | 88.3 | 21.1 | 32.3 | 36.1 | 24.5 | 24.2 | 180 | 117.1 | 79.8 | |||||
Depreciation and amortization expense | 14.8 | 16.2 | 10.4 | 10.5 | 10.5 | 10.1 | 9.8 | 9.8 | 51.9 | 40.2 | 40.4 | |||||
Professional fees | 4.9 | 2.9 | 1.2 | 1.7 | 3.3 | 3.3 | 2 | 1.8 | 10.7 | 10.4 | 7.4 | |||||
Advertising and marketing expenses | 1.1 | 0.8 | 0.8 | 1.3 | 1.9 | 1.6 | 1.4 | 1.4 | 4 | 6.3 | 6.1 | |||||
Restructuring expenses (Note 5) | 0.1 | 0.1 | 0.2 | 0.1 | 3.4 | 0.1 | 0.2 | 0.4 | 3.8 | 20.1 | ||||||
Transaction-related expenses (Note 12) | 0.8 | |||||||||||||||
Other operating (income) expense, net (Note 4) | (12.4) | (12.4) | ||||||||||||||
Total operating expenses | 56.8 | 55.4 | 88.4 | 34.8 | 48.1 | 54.5 | 37.8 | 37.4 | 235.4 | 177.8 | 153.8 | |||||
Loss from operations | (5.5) | (3.9) | (56.8) | 8.6 | 0.5 | (9.2) | 4.4 | (0.1) | (57.6) | (4.4) | (13.1) | |||||
Loss on extinguishment of debt (Note 12) | (9.5) | (7.1) | (16.6) | |||||||||||||
Other income, net | 0.5 | 0.2 | (0.1) | 0.1 | 0.7 | 0.2 | 0.6 | 1 | 0.6 | |||||||
Interest expense | (8.1) | (7.1) | (11.7) | (13.3) | (13.4) | (12.9) | (12.7) | (12.5) | (40.2) | (51.5) | (47) | |||||
Loss before income taxes | (23.1) | (10.5) | (75.4) | (4.8) | (12.9) | (22) | (7.6) | (12.4) | (113.8) | (54.9) | (59.5) | |||||
Income tax benefit (provision) (Note 15) | 1.4 | 0.7 | 0.6 | (0.3) | (0.5) | (0.5) | (0.4) | (0.3) | 2.4 | (1.7) | 4.1 | |||||
Net loss | (21.7) | (9.8) | (74.8) | (5.1) | $ (13.4) | $ (22.5) | $ (8) | $ (12.7) | $ (33.5) | (111.4) | [1] | $ (56.6) | [1] | $ (55.4) | [1] | |
Net loss attributable to noncontrolling interests | (9.3) | (4.8) | (73.8) | $ (5.1) | (93) | [2] | ||||||||||
Net loss attributable to Shift4 Payments, Inc. | $ (12.4) | $ (5) | $ (1) | $ (18.4) | [3] | |||||||||||
Class A Common Stock | ||||||||||||||||
Basic and diluted net loss per share: | ||||||||||||||||
Basic and diluted net loss per share | $ (0.28) | $ (0.12) | $ (0.03) | $ (0.43) | [4] | |||||||||||
Weighted average common stock outstanding | [4] | 28,148,355 | ||||||||||||||
Class C Common Stock | ||||||||||||||||
Basic and diluted net loss per share: | ||||||||||||||||
Basic and diluted net loss per share | $ (0.28) | $ (0.12) | $ (0.03) | $ (0.43) | [4] | |||||||||||
Weighted average common stock outstanding | [4] | 16,882,903 | ||||||||||||||
[1] | Net loss is equal to comprehensive loss | |||||||||||||||
[2] | Net loss attributable to noncontrolling interests is equal to comprehensive loss attributable to noncontrolling interests for the year ended December 31, 2020, including the net loss for the period January 1, 2020 through June 4, 2020, the date the SEC declared effective the Company’s Registration Statement on S-1 filed in connection with its IPO. See Note 1 for more information. | |||||||||||||||
[3] | Net loss attributable Shift4 Payments, Inc.is equal to comprehensive loss attributable to Shift4 Payments, Inc. for the year ended December 31, 2020. | |||||||||||||||
[4] | The amounts for the year ended December 31, 2020 represent basic and diluted net loss per share of Class A and Class C common stock and weighted average shares of Class A and Class C common stock outstanding for the period from June 5, 2020 through December 31, 2020, the period following the Reorganization Transactions and Shift4 Payments, Inc.'s initial public offering described in Note 1. See Note 24 for additional information on basic and diluted net loss per share. |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED UNITS AND STOCKHOLDERS' EQUITY/ MEMBERS' (DEFICIT) - USD ($) $ in Millions | Total | Cumulative Effect of Period of Adoption Adjustment | Follow-on Offering | 3dcart Acquisition | Additional Paid-in Capital | Additional Paid-in CapitalSearchlight | Additional Paid-in CapitalFollow-on Offering | Additional Paid-in Capital3dcart Acquisition | Members' Equity | Retained Deficit | Retained DeficitCumulative Effect of Period of Adoption Adjustment | Noncontrolling Interests | Noncontrolling InterestsSearchlight | Noncontrolling InterestsFollow-on Offering | Noncontrolling Interests3dcart Acquisition | Redeemable Preferred Units | Class A Common Units | Class B Common Units | Class A Common Stock | Class A Common StockSearchlight | Class A Common StockFollow-on Offering | Class A Common Stock3dcart Acquisition | Class B Common Stock | Class B Common StockSearchlight | Class C Common Stock | Class C Common StockSearchlight | ||
Beginning Balance at Dec. 31, 2017 | $ 96.2 | $ 159.3 | $ (63.4) | $ 0.3 | ||||||||||||||||||||||||
Temporary Equity, Balance, shares at Dec. 31, 2017 | 430 | |||||||||||||||||||||||||||
Temporary Equity, Balance at Dec. 31, 2017 | $ 43 | |||||||||||||||||||||||||||
Beginning Balance, shares at Dec. 31, 2017 | 100,000 | 1,010 | ||||||||||||||||||||||||||
Net loss | (55.4) | [1] | (55.4) | |||||||||||||||||||||||||
Capital distributions | (0.2) | (0.2) | ||||||||||||||||||||||||||
Preferred return on redeemable preferred units | (4.7) | (4.7) | ||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2018 | $ 35.9 | $ (7) | 154.4 | (118.8) | $ (7) | $ 0.3 | ||||||||||||||||||||||
Temporary Equity, Balance, shares at Dec. 31, 2018 | 430 | |||||||||||||||||||||||||||
Temporary Equity, Balance at Dec. 31, 2018 | $ 43 | |||||||||||||||||||||||||||
Ending Balance, shares at Dec. 31, 2018 | 100,000 | 1,010 | ||||||||||||||||||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201409Member | |||||||||||||||||||||||||||
Net loss | $ (56.6) | [1] | (56.6) | |||||||||||||||||||||||||
Capital distributions | (0.2) | (0.2) | ||||||||||||||||||||||||||
Preferred return on redeemable preferred units | (5) | (5) | ||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2019 | $ (32.9) | 149.2 | (182.4) | $ 0.3 | ||||||||||||||||||||||||
Temporary Equity, Balance, shares at Dec. 31, 2019 | 430 | 430 | ||||||||||||||||||||||||||
Temporary Equity, Balance at Dec. 31, 2019 | $ 43 | |||||||||||||||||||||||||||
Ending Balance, shares at Dec. 31, 2019 | 100,000 | 1,010 | ||||||||||||||||||||||||||
Net loss prior to Reorganization Transactions, IPO and concurrent private placement | $ (77.9) | (77.9) | ||||||||||||||||||||||||||
Capital distributions | (0.5) | (0.5) | ||||||||||||||||||||||||||
Preferred return on redeemable preferred units | (2.1) | (2.1) | ||||||||||||||||||||||||||
Balances prior to Reorganization Transactions, IPO and concurrent private placement at Jun. 04, 2020 | (113.4) | 146.6 | (260.3) | $ 0.3 | ||||||||||||||||||||||||
Temporary Equity, Balances prior to Reorganization Transactions, IPO and concurrent private placement, shares at Jun. 04, 2020 | 430 | |||||||||||||||||||||||||||
Temporary Equity, Balances prior to Reorganization Transactions, IPO and concurrent private placement at Jun. 04, 2020 | $ 43 | |||||||||||||||||||||||||||
Balances prior to Reorganization Transactions, IPO and concurrent private placement, shares at Jun. 04, 2020 | 100,000 | 1,010 | ||||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2019 | $ (32.9) | 149.2 | (182.4) | $ 0.3 | ||||||||||||||||||||||||
Temporary Equity, Balance, shares at Dec. 31, 2019 | 430 | 430 | ||||||||||||||||||||||||||
Temporary Equity, Balance at Dec. 31, 2019 | $ 43 | |||||||||||||||||||||||||||
Beginning Balance, shares at Dec. 31, 2019 | 100,000 | 1,010 | ||||||||||||||||||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201813Member | |||||||||||||||||||||||||||
Reorganization transactions, shares | 15,513,817 | |||||||||||||||||||||||||||
Net loss | [1] | $ (111.4) | ||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2020 | 670 | $ 738.3 | (278.7) | $ 210.4 | ||||||||||||||||||||||||
Ending Balance, shares at Dec. 31, 2020 | 39,737,950 | 30,625,857 | 10,188,852 | |||||||||||||||||||||||||
Reorganization transactions | 43 | 189.9 | $ (146.6) | $ (0.3) | ||||||||||||||||||||||||
Temporary equity reorganization transactions, shares | (430) | |||||||||||||||||||||||||||
Temporary equity reorganization transactions, value | $ (43) | |||||||||||||||||||||||||||
Reorganization transactions, shares | (100,000) | (1,010) | 528,150 | 39,204,989 | 15,513,817 | |||||||||||||||||||||||
Net loss | (33.5) | (18.4) | (15.1) | |||||||||||||||||||||||||
Preferred dividends settled with LLC interests | 2.3 | 2.3 | ||||||||||||||||||||||||||
Issuance of common stock in IPO and concurrent private placement | $ 462.6 | $ 93.1 | 462.6 | $ 93.1 | ||||||||||||||||||||||||
Issuance of common stock in IPO and concurrent private placement, shares | 2,514,854 | 17,250,000 | 2,000,000 | 4,625,346 | ||||||||||||||||||||||||
Allocation of equity to noncontrolling interests | (209.5) | $ (45.7) | 209.5 | $ 45.7 | ||||||||||||||||||||||||
Issuance of common stock for change of control contingent liabilities | $ 21.1 | 21.1 | ||||||||||||||||||||||||||
Issuance of common stock for change of control contingent liabilities, shares | 915,503 | |||||||||||||||||||||||||||
Issuance of restricted stock units for change of control contingent liabilities | 2.1 | 2.1 | ||||||||||||||||||||||||||
Exchange of shares | $ 35.7 | $ (35.7) | ||||||||||||||||||||||||||
Exchange of shares, shares | 18,529,443 | (8,579,132) | (9,950,311) | |||||||||||||||||||||||||
Issuance of Class A common stock for Acquisition | $ 19.2 | $ 11.5 | $ 7.7 | |||||||||||||||||||||||||
Issuance of Class A common stock for Acquisition, shares | 380,879 | |||||||||||||||||||||||||||
Equity-based compensation | 65.9 | 65.9 | ||||||||||||||||||||||||||
Vesting of restricted stock units, net of tax withholding | (3.9) | (2.2) | (1.7) | |||||||||||||||||||||||||
Vesting of restricted stock units, net of tax withholding, shares | 133,975 | |||||||||||||||||||||||||||
Conversion feature of convertible senior notes, due 2025 | 111.5 | 111.5 | ||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2020 | $ 670 | $ 738.3 | $ (278.7) | $ 210.4 | ||||||||||||||||||||||||
Ending Balance, shares at Dec. 31, 2020 | 39,737,950 | 30,625,857 | 10,188,852 | |||||||||||||||||||||||||
[1] | Net loss is equal to comprehensive loss |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Operating activities | ||||
Net loss | [1] | $ (111.4) | $ (56.6) | $ (55.4) |
Adjustment to reconcile net loss to net cash provided by operating activities | ||||
Depreciation and amortization | 84.2 | 62.6 | 70.8 | |
Amortization of capitalized financing costs and debt discount | 5.4 | 4 | 3.7 | |
Loss on extinguishment of debt | 16.6 | |||
Deferred income taxes | (1.3) | 0.2 | (4) | |
Provision for bad debts | 7.7 | 5.5 | 2.2 | |
Revaluation of contingent liabilities | (6.1) | 15.5 | (0.3) | |
Impairment of intangible assets | 0.4 | 1.9 | ||
Equity-based compensation expense | 66.2 | |||
Other noncash items | 0.1 | (0.4) | (0.4) | |
Impact of lease modifications | (12.4) | |||
Change in operating assets and liabilities | ||||
Accounts receivable | (19.3) | (18.6) | (16.6) | |
Contract assets | (0.6) | (2.4) | ||
Prepaid expenses and other current assets | (1.2) | (2.7) | 0.6 | |
Inventory | 1.2 | (1.7) | (1.8) | |
Accounts payable | (2) | 12.3 | 11.1 | |
Accrued expenses and other current liabilities | (5.3) | 6 | 14.8 | |
Deferred revenue | 1.2 | 1.1 | 0.8 | |
Net cash provided by operating activities | 23.4 | 26.7 | 25.5 | |
Investing activities | ||||
Acquisitions, net of cash acquired | (49.8) | (60.2) | (1.5) | |
Residual commission buyouts | (3.9) | (3.3) | (3.7) | |
Acquisition of property, plant and equipment | (4.8) | (8.2) | (1.6) | |
Capitalized software development costs | (9.7) | (8.4) | (4) | |
Customer acquisition costs | (19.4) | (18.7) | (30.6) | |
Acquisition of equipment to be leased | (14.5) | |||
Net cash used in investing activities | (102.1) | (98.8) | (41.4) | |
Financing activities | ||||
IPO proceeds, net of underwriting discounts and commissions | 372.9 | |||
Proceeds from private placement | 100 | |||
September follow-on offering proceeds, net of underwriting discounts and commissions | 93.4 | |||
Offering costs | (8.7) | |||
Proceeds from long-term debt | 1,140 | 90 | ||
Proceeds from revolving line of credit | 68.5 | 91 | 20 | |
Repayment of debt | (643.6) | (5.2) | (5.2) | |
Repayment of revolving line of credit | (89.5) | (90) | ||
Payments on contingent liabilities | (1.7) | (3.1) | (3.2) | |
Deferred financing costs | (23.2) | (3) | ||
Preferred return on preferred stock | (0.9) | (8.5) | ||
Capital distributions | (0.5) | (0.2) | (0.2) | |
Payments for withholding tax related to vesting of restricted stock units | (3.9) | |||
Principal repayments of capital leases | (0.1) | |||
Net cash provided by financing activities | 1,002.8 | 71 | 11.3 | |
Change in cash and cash equivalents | 924.1 | (1.1) | (4.6) | |
Beginning of period | 3.7 | 4.8 | 9.4 | |
End of period | $ 927.8 | $ 3.7 | $ 4.8 | |
[1] | Net loss is equal to comprehensive loss |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization Shift4 Payments, Inc., or Shift4 Payments or the Company, was incorporated in Delaware on November 5, 2019 in order to carry on the business of Shift4 Payments, LLC and its consolidated subsidiaries. The Company is a leading provider of integrated payment processing and technology solutions. Through the Shift4 Model Shift4 Model Initial Public Offering and Concurrent Private Placement On June 4, 2020, the Securities and Exchange Commission, or the SEC, declared effective the Company’s Registration Statement on Form S-1 (File No. 333-238307), as amended, filed in connection with its IPO, or the Registration Statement. The Company’s Class A common stock started trading on The New York Stock Exchange on June 5, 2020. On June 9, 2020, the Company completed its IPO of 17,250,000 shares of Class A common stock, including 2,250,000 shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $23.00 per share. Upon completion of the IPO, the Company received net proceeds of approximately $362.6 million, after deducting underwriting discounts and commissions and offering expenses of approximately $34.2 million. Concurrently with the IPO, the Company also completed a $100.0 million private placement of 4,625,346 shares of Class C common stock to Rook Holdings Inc., or Rook, a corporation wholly-owned by the Company’s Founder and Chief Executive Officer. The total net proceeds from the IPO and concurrent private placement were approximately $462.6 million. Shift4 Payments, Inc. used the proceeds to purchase newly-issued limited liability company interests from Shift4 Payments, LLC, or LLC Interests. Shift4 Payments, LLC used these amounts received from Shift4 Payments, Inc. to repay certain existing indebtedness and for general corporate purposes. See Note 12 for more information. Reorganization Transactions In connection with the IPO, the Company completed the following transactions, or the Reorganization Transactions: • The limited liability company agreement of Shift4 Payments, LLC was amended and restated to, among other things, (1) convert all existing ownership interests in Shift4 Payments, LLC (including redeemable preferred units) into a single class of LLC Interests and (2) appoint Shift4 Payments, Inc. as the sole managing member of Shift4 Payments, LLC. See Note 20 for additional information. • The certificate of incorporation of Shift4 Payments, Inc. was amended to, among other things, authorize three classes of common stock: Class A common stock, Class B common stock, Class C common stock, and one class of preferred stock. Class A and Class C common stock have both voting and economic rights while Class B common stock has voting rights but no economic rights. See Note 20 for additional information. • The Company acquired all the LLC Interests held by a former equity owner of Shift4 Payments, LLC in exchange for an equivalent number of shares of Class A common stock. See Note 20 for additional information. • The Company acquired a portion of the LLC Interests held by certain affiliates of Searchlight Capital Partners, or Searchlight, in exchange for shares of Class B and Class C common stock. The Reorganization Transactions resulted in the Company becoming the sole managing member of Shift4 Payments, LLC. As the sole managing member of Shift4 Payments, LLC, the Company operates and controls all of the business and affairs of Shift4 Payments, LLC. Accordingly, the Company consolidates the financial results of Shift4 Payments, LLC, and reports a noncontrolling interest in its consolidated financial statements representing the economic interest in Shift4 Payments, LLC held by Rook and Searchlight (together, the Continuing Equity Owners). As the Reorganization Transactions are considered transactions between entities under common control, the financial statements for the periods prior to the IPO and Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Reorganization Transactions, Shift4 Payments, Inc. had no operations. Follow-on Offerings On September 15, 2020, the Company completed a follow-on offering, in which it issued and sold 2,000,000 shares of its Class A common stock, and Searchlight and a former equity owner, which we refer to together as the selling stockholders, sold 7,856,373 and 143,627 shares of Class A common stock, respectively, at a price to the public of $48.50 per share, or the September Follow-on Offering. On October 6, 2020, Searchlight and a former equity owner sold an additional 1,473,070 and 26,930 shares of Class A common stock, respectively, pursuant to the exercise by the underwriters of their option to purchase additional shares. The Company received net proceeds from the September Follow-on Offering of $93.1 million, after deducting underwriting discounts and commissions and offering expenses of approximately $3.9 million. Searchlight has agreed to reimburse the Company for its allocable share of costs of the September Follow-on Offering. The Company did not receive any of the proceeds from the sale of Class A common stock by the selling stockholders. The total net proceeds from the September Follow-on Offering were used to purchase newly-issued LLC interests directly from Shift4 Payments, LLC at a price per unit equal to the price to the public of Class A common stock in the Follow-on Offering, less underwriting discounts and commissions. Shift4 Payments, LLC used these amounts received from Shift4 Payments, Inc. for general corporate purposes. In connection with the September Follow-on Offering, the Company also completed the following transactions: • The redemption by Searchlight of 4,319,532 LLC Interests in exchange for 4,319,532 shares of Class A common stock, and an immediate cancellation of an equivalent number of shares of Class B common stock. • The conversion of 5,009,911 shares of Class C common stock held by Searchlight In December 2020, the Company completed a follow-on offering where Searchlight sold 9,200,000 shares of the Company’s Class A common stock in a registered public offering at a price to the public of $55.50 per share, or the December Follow-on Offering. The Company did not sell any shares of Class A common stock in the December Follow-on Offering and did not receive any of the proceeds from, nor incur any expense for, the sale of shares by Searchlight in the December Follow-on Offering. Searchlight has agreed to reimburse the Company for the costs of the December Follow-on Offering. In connection with the December Follow-on Offering, the Company also completed the following transactions: • The redemption by Searchlight • The conversion of 4,940,400 shares of Class C common stock held by Searchlight to 4,940,400 shares of Class A common stock sold. Senior Notes Offering – 2026 Notes On October 29, 2020, Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc. completed the issuance and sale of $450.0 million aggregate principal amount of 4.625% Senior Notes due 2026, or the 2026 Notes, to qualified institutional buyers in an offering exempt from registration under the Securities Act. The Company received net proceeds, after deducting initial purchasers’ discounts and estimated offering expenses, of approximately $442.8 million from the offering of the Notes. The net proceeds of the 2026 Notes, together with cash on hand, were used to repay all indebtedness outstanding under the First Lien Term Loan Facility. Convertible Notes Offering – 2025 Notes In December 2020, Shift4 Payments, Inc. issued an aggregate $690.0 million of convertible senior notes due 2025 to qualified institutional buyers in an offering exempt from registration under the Securities Act. The Company received net proceeds, after deducting initial purchasers’ discounts and estimated offering expenses, of approximately $673.6 million from the Convertible Notes Offering. The net proceeds of the 2025 Notes Offering, together with cash on hand, will be used for general corporate purposes. Amended and Restated Revolving Credit Facility On January 29, 2021, Shift4 Payments, LLC amended and restated its First Lien Credit Agreement and increased the borrowing capacity under the Revolving Credit Facility to $100.0 million. The Revolving Credit Facility matures on September 15, 2025. A commitment fee of 0.5% of the unused commitment under the Revolving Credit Facility is payable quarterly. Interest is payable in arrears on any outstanding principal balance at a rate equal to the LIBO rate plus 3.5% or Alternate Base Rate, dependent on type of borrowing. Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. The consolidated financial statements include the accounts of Shift4 Payments, Inc. and its wholly-owned subsidiaries. Shift4 Payments, Inc. consolidates the financial results of Shift4 Payments, LLC, which is considered a variable interest entity, or VIE. Shift4 Payments, Inc. is the primary beneficiary and sole managing member of Shift4 Payments, LLC and has decision making authority that significantly affects the economic performance of the entity. As a result, the Company consolidates Shift4 Payments, LLC. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements reflect all adjustments consisting only of normal recurring adjustments necessary to state fairly the financial position, results of operations and cash flows for the years presented. The assets and liabilities of Shift4 Payments, LLC represent substantially all of the consolidated assets and liabilities of Shift4 Payments, Inc. with the exception of certain cash balances and the aggregate principal amount of $690.0 million of 2025 Notes that are held by Shift4 Payments, Inc. directly. See Note 12 for information on the accounting for the 2025 Notes. As of December 31, 2020, $684.5 million of cash was held by Shift4 Payments, Inc. Shift4 Payments Inc. had no cash or debt at December 31, 2019. For the years ended December 31, 2020 and 2019, Shift4 Payments Inc., which was established November 5, 2019, has not had any material operations on a standalone basis since its inception, and all of the operations of the Company are carried out by Shift4 Payments, LLC and its subsidiaries. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Liquidity and Management’s Plan The unprecedented and rapid spread of COVID-19 as well as the shelter-in place orders, promotion of social distancing measures, restrictions to businesses deemed non-essential, and travel restrictions implemented throughout the United States have significantly impacted the restaurant and hospitality industries. As a result, the Company’s revenues, which are largely tied to processing volumes in these verticals, were materially impacted beginning in the final two weeks of March 2020. The Company took proactive measures in April 2020 to reduce costs, preserve adequate liquidity and maintain its financial position. These included limiting discretionary spending across the organization, reducing spending through reprioritizing its capital projects, instituting a company-wide hiring freeze, reducing salaries for management across the organization, furloughing approximately 25% of its workforce and accelerating expense reduction plans related to previous acquisitions. Since late March, the Company has seen a significant recovery in its end-to-end payment volumes as merchants reopened their operations. As a result, as of December 31, 2020, substantially all of the Company’s workforce that was furloughed has been reinstated with additional hiring in certain areas to accommodate new merchant onboarding. Further, salary reductions were fully reinstated in October 2020 for management across the organization. While end-to-end volumes for the year ended December 31, 2020 have exceeded those for the year ended December 31, 2019, the ultimate impact that the COVID-19 pandemic will have on the Company’s consolidated results of operations in future periods remains uncertain. The Company will continue to evaluate the nature and extent of these potential impacts to its business, consolidated results of operations, and liquidity. As of December 31, 2020, the Company had $1,140.0 million outstanding under its credit facilities and was in compliance with the financial covenants under its debt agreements. The Company expects to be in compliance for at least 12 months following issuance of these consolidated financial statements. See Note 12 for further information on the Company’s debt obligations. On January 29, 2021, the Company amended and restated its First Lien Credit Agreement and increased the borrowing capacity under the Revolving Credit Facility to $100.0 million. The Revolving Credit Facility matures on January 29, 2026 or, if greater than $150.0 million aggregate principal amount of Shift4 Payments, LLC’s convertible notes remains outstanding on September 15, 2025, on that date. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include estimates of fair value of acquired assets and liabilities through business combinations, fair value of the liability and equity components of the convertible notes, fair value of contingent liabilities related to earnout payments and change of control, allowance for doubtful accounts, income taxes and noncontrolling interests. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ from these estimates. Additionally, the full impact of the COVID-19 pandemic is unknown and cannot be reasonably estimated. However, the Company has made accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are differences between these estimates and actual results, the consolidated financial statements may be materially affected. Revision of Previously Issued Financial Statements During the course of preparing the Company’s consolidated financial statements for the year ended December 31, 2020, it was identified that $4.8 million of acquired technology recorded in “Other intangible assets, net” in the Consolidated Balance Sheet should have been impaired during fiscal year 2018. Although the Company has determined that this error did not have a material impact on its previously issued consolidated financial statements, it has revised the accompanying consolidated financial statements to correct for this error and to reflect the associated decrease in amortization expense of $0.6 million recorded in “Cost of Sales” for the year ended December 31, 2019. In addition, a misclassification of $6.2 million and $4.9 million was identified for the years ended December 31, 2019 and 2018, respectively, resulting from expensing equipment provided to customers under the Company’s warranty program as “General and administrative expenses” which should have been classified as “Cost of sales” in the accompanying Consolidated Statements of Operations. This misclassification, and other immaterial errors, have also been corrected in connection with the revision of the accompanying 2019 Consolidated Balance Sheet and 2019 and 2018 Consolidated Statements of Operations. The revisions had no net impact on cash flows from operating, investing or financing activities in the accompanying consolidated Statement of Cash Flows. The applicable notes to the accompanying consolidated financial statements have also been revised to correct for these errors. Refer to Note 27 for the impact of the errors and resulting revision on our unaudited interim quarterly financial information. The following are selected line items from the Company’s consolidated financial statements illustrating the effect of the revisions: As of December 31, 2019 Consolidated Balance Sheet As previously reported Adjustment As revised Other intangible assets, net $ 213.2 $ (4.0 ) $ 209.2 Total noncurrent assets 681.6 (4.0 ) 677.6 Total assets 788.0 (4.0 ) 784.0 Retained deficit (1) (178.4 ) (4.0 ) (182.4 ) Total stockholders' equity attributable to Shift4 Payments, Inc./members' (deficit) (28.9 ) (4.0 ) (32.9 ) Total liabilities and stockholders' equity/members' deficit 788.0 (4.0 ) 784.0 (1) As a result of the revisions, “Retained deficit” as of December 31, 2018 was revised from $113.3 million to $118.8 million. For the year ended December 31, 2019 For the year ended December 31, 2018 Consolidated Statement of Operations As previously reported Adjustment As revised As previously reported Adjustment As revised Cost of sales $ 552.4 $ 5.6 $ 558.0 $ 410.2 $ 9.7 $ 419.9 Gross profit 179.0 (5.6 ) 173.4 150.4 (9.7 ) 140.7 General and administrative expenses 124.4 (7.3 ) 117.1 83.7 (3.9 ) 79.8 Total operating expenses 185.1 (7.3 ) 177.8 157.7 (3.9 ) 153.8 Loss from operations (6.1 ) 1.7 (4.4 ) (7.3 ) (5.8 ) (13.1 ) Loss before income taxes (56.6 ) 1.7 (54.9 ) (53.7 ) (5.8 ) (59.5 ) Income tax benefit (provision) (1.5 ) (0.2 ) (1.7 ) 3.8 0.3 4.1 Net loss (1) (58.1 ) 1.5 (56.6 ) (49.9 ) (5.5 ) (55.4 ) (1) Net loss is equal to comprehensive loss. Cash and cash equivalents Highly liquid investments with maturities of three months or less at the date of the purchase are considered to be cash equivalents and are stated at cost, which approximates fair value. Cash equivalents consist of highly liquid investments in money market funds and were $886.7 million at December 31, 2020. There were no cash equivalents at December 31, 2019. The Company maintains its cash with high credit quality financial institutions. The total cash balances insured by the Federal Deposit Insurance Corporation, or FDIC, are up to $250 thousand per bank. Accounts Receivable Accounts receivable are primarily comprised of amounts due from the Company’s processing partners. The receivables are typically received within 10 business days following the end of the month. In addition, accounts receivable includes amounts due from merchants for point-of-sale software, support services, and other miscellaneous service fees, as well as receivables related to chargeback transactions, as described below. Accounts receivable are stated at the invoice amount. Disputes between a cardholder and a merchant periodically arise as a result of, among other things, cardholder dissatisfaction with merchandise quality, unsatisfactory merchant services, nondelivery of goods or nonperformance of services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction is “charged back” to the merchant, which means the disputed amount is refunded to the cardholder through the acquiring bank and charged to the merchant. If the merchant has inadequate funds, the Company must bear the credit risk for the full amount of the transaction. The Company’s sponsorship bank holds merchant funds that are available to meet merchant chargeback liabilities if the merchant has inadequate funds to the meet the obligation. Total merchant funds held at the Company’s sponsorship bank totaled $4.6 million and $4.8 million as of December 31, 2020 and 2019, respectively. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s best estimate of accounts that will not be collected. The allowance for doubtful accounts is primarily comprised of (1) credit risk associated with processing receivables where the credit card or automatic clearing house, or ACH, transaction to settle the customer accounts was rejected and the Company estimates an amount to be uncollectible and (2) transactions disputed by a cardholder in which the Company bears the credit risk. The allowance is based on current economic trends, historical loss experience, and any current or forecasted risks identified through collection matters. Any change in the assumptions used may result in an additional allowance for doubtful accounts being recognized in the period in which the change occurs. Changes in the allowance related to charge-back receivables are recognized within “Cost of sales” in the Consolidated Statements of Operations. Changes in the allowance for all other receivables are recognized within “General and administrative expenses” in the Consolidated Statements of Operations. The change in the Company’s allowance for doubtful accounts was as follows: December 31, 2020 2019 2018 Beginning balance $ 2.5 $ 2.7 $ 0.5 Additions to expense 7.6 2.8 2.2 Write-offs, net of recoveries and other adjustments (4.4 ) (3.0 ) — Ending balance $ 5.7 $ 2.5 $ 2.7 Accounts Payable Accounts payable are primarily comprised of amounts due to the Company’s processing partners for interchange and processing fees. Inventory Inventory represents credit and debit card terminals, point-of-sale systems and electronic cash registers on hand and not in service. Inventory is recorded at cost, which approximates average cost. Inventory deemed to have costs greater than their respective values are reduced to net realizable value as a loss in the period recognized. Shipping and Handling Costs The Company includes shipping and handling costs relating to the delivery of its terminal and point-of sale systems directly from third-party vendors to the Company and, from the Company to its merchants within “Cost of sales” in the Consolidated Statements of Operations. The Company incurred shipping and handling costs of $2.8 million for each of the years ended December 31, 2020, 2019 and 2018, respectively. Property, Plant and Equipment, Net Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the asset’s estimated useful life. Leasehold improvements are depreciated over the lesser of the estimated life of the leasehold improvement or the remaining lease term. Maintenance and repairs, which do not extend the useful life of the respective assets, are charged to expense as incurred. The estimated useful life of each asset category is as follows: Useful life Equipment 3-5 years Capitalized software 3-5 years Leasehold improvements 5-10 years Furniture and fixtures 5 years Vehicles 5 years Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. The Company evaluates goodwill for impairment annually at October 1 and whenever events or circumstances make it more likely than not that impairment may have occurred. The Company has determined that its business comprises one reporting unit. The Company has the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, in which case a quantitative impairment test is not required. The quantitative goodwill impairment test is performed using a two-step process. The first step of the process is to compare the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not impaired and the second step of the quantitative impairment test is not required. The second step of the quantitative goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. An impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value. The Company performed a quantitative impairment assessment as of October 1, 2020 and the estimated fair value of the reporting unit exceeded its carrying value, and therefore, no impairment was recorded. The Company performed qualitative goodwill impairment assessments as of October 1, 2019 and 2018, and concluded it was more likely than not that the fair value of the reporting unit exceeded its carrying value, and therefore, no impairment was recorded. Other Intangible Assets, Net Other intangible assets, net consists of merchant relationships, acquired technology, trademarks and trade names, noncompete agreements, capitalized software development costs, leasehold interests, and residual commission buyouts. The Company capitalizes software development costs in developing internal use software when capitalization requirements have been met. Costs prior to meeting the capitalization requirements are expensed as incurred. Residual commission buyouts represent amounts paid to an independent sales organization, or ISO, to buy out their future residual commission streams. The typical payment to the ISO is comprised of a lump sum payment due immediately and a contingent payment due fourteen months following the buyout agreement dependent on attrition rates and/or other financial metrics within the respective merchant portfolios. Impairment of long-lived assets We evaluate long-lived assets (including intangible assets) for impairment whenever events or circumstances indicate that the carrying amounts of such assets may not be recoverable. An asset is considered impaired when the carrying amount of the asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If impaired, the asset’s carrying value is written down to its fair value. See Note 3 for information about impairments recorded for the year ended December 31, 2019. See Note 2 for a revision made for the year ended December 31, 2018 to reflect an impairment charge. Equipment for Lease Equipment for lease represents terminals and point-of-sale systems that are provided under the Company’s software as a service, or SaaS, arrangements. Equipment for lease is stated at cost, less accumulated depreciation. Certain costs incurred in connection with the assembly and delivery of leased assets to the merchant are capitalized as part of the cost of such assets. Depreciation commences when new equipment is first deployed to a merchant and is computed using the straight-line method over an estimated useful life of three years. Leases Leases are classified as either operating or capital, based on the substance of the transaction at inception of the lease. Classification is re-assessed if the terms of the lease are changed. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments under an operating lease (net of any incentives received from the lessor) are recognized to “General and administrative expenses” in the Consolidated Statements of Operations on a straight-line basis over the period of the lease. Revenue Recognition On January 1, 2019, the Company adopted Accounting Standards Codification 606, or ASC 606: Revenue from Contracts with Customers Revenue Recognition The new revenue recognition guidance provides a single model to determine when and how revenue is recognized. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company recognizes revenue using a five-step model resulting in revenue being recognized as performance obligations within a contract have been satisfied. The steps within that model include: (i) identifying the existence of a contract with a customer; (ii) identifying the performance obligations within the contract; (iii) determining the contract’s transaction price; (iv) allocating the transaction price to the contract’s performance obligations; and, (v) recognizing revenue as the contract’s performance obligations are satisfied. Judgment is required to apply the principles-based, five-step model for revenue recognition. Management is required to make certain estimates and assumptions about the Company’s contracts with its customers, including, among others, the nature and extent of its performance obligations, its transaction price amounts and any allocations thereof, the events which constitute satisfaction of its performance obligations, and when control of any promised goods or services is transferred to its customers. The Company provides its merchants with an end-to-end payments offering that combines its payments platform, including its proprietary gateway and breadth of software integrations, and its suite of technology solutions. The Company primarily earns revenue through volume-based payments and transactions fees, as well as subscription revenue for its software and technology solutions. Payments-Based Revenue Payments-based revenue includes fees for payment processing and gateway services. Payment processing fees are primarily driven as a percentage of payment volume. They may have a fixed fee, a minimum monthly usage fee and a fee based on transactions. Gateway services, data encryption and tokenization are primary driven by per transaction fees as well as monthly usage fees. The Company’s payment processing agreements have an initial term of three years and automatically renew every two years thereafter. The Company satisfies its performance obligations and recognizes transaction fees upon authorization of a transaction by the merchant’s bank. These transaction fees represent the full amount of the fee charged to the merchant, including interchange and payment network costs paid to the card brands pursuant to the transactions the Company facilitates through the network while performing an end-to-end payment obligation. The Company’s performance obligation is to stand-ready to provide payment processing services for each day during the duration of the payment processing agreement. Providing payment processing services involves multiple promises including: 1) payment processing, 2) gateway services including tokenization and data encryption, 3) risk mitigation, and 4) settlement services. The Company considers each of these promises to be inputs to produce a combined output of providing a fully secured and integrated end-to-end payment processing service to a merchant. Further, the combination of these services is transformative in nature in that the significant integration allows for front-end and back-end risk mitigation, merchant portability, third party software integrations, and enhanced reporting functionality. In addition, the Company applies the right to invoice practical expedient to payment processing services as each performance obligation is recognized over time and the amounts invoiced are reflective of the value transferred to the customer. Payments-based revenue is recognized on a gross basis as the Company is the principal in the delivery of the payment processing solution to its merchants because it controls the service on its payments platform. The Company also contracts directly with its merchants and has complete pricing latitude on the processing fees charged to its merchants. As such, it bears the credit risk for network fees and transactions charged back to the merchant. Subscription-Based Revenue The Company generates revenues from recurring SaaS fees for point-of-sale systems provided to merchants and SaaS fees for the Company’s Shift4Shop ecommerce platform. Point-of-sale SaaS fees are based on the type and quantity of point-of-sale systems deployed to the merchant. This includes statement fees, fees for the Company’s proprietary business intelligence software, annual fees, regulatory compliance fees and other miscellaneous services such as help desk support and warranties on equipment. Shift4Shop SaaS fees are assessed based upon the selected plan. SaaS contracts are for a contractual term of one year beginning June 30, 2020 and three years prior to June 30, 2020, and are billed ratably over that time period. Annual fees are deferred and recognized as revenue over the respective period the fee covers, which is one year or less. The Company’s SaaS arrangements for its point-of-sale systems include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company determines standalone selling prices based on the fair value of each product and service. As part of the SaaS fees, for its point-of-sale systems provided to merchants, the Company identified the following separate performance obligations under ASC 606: (1) Point-of-sale software: The Company provides a “Hybrid Cloud” arrangement which includes on-premise software as well as a cloud component. The on-premise solution interacts with the cloud service to provide an end-to-end integrated solution to the merchant. As the on-premise software and cloud-based service are transformative in nature, they are not distinct performance obligations. The revenue allocated to software from the monthly SaaS fee qualifies as a service and revenue is recognized ratably over time as the performance obligation represents a stand-ready obligation to provide the service. (2) Hardware revenue: The Company provides hardware to its merchants. The Company satisfies its performance obligation upon delivery of the hardware to its merchants, at which time the revenue allocated to this performance obligation is recognized. For the period January 1, 2019 through June 29, 2020, the hardware was accounted for as a sales-type lease and as such, the revenue allocated to this performance obligation was recognized when the hardware was delivered to the merchant. Effective June 30, 2020, the Company modified the terms and conditions of its SaaS arrangements and updated its operational procedures. As a result, beginning June 30, 2020, the hardware is accounted for as an operating lease and the revenue allocated to this performance obligation is recognized ratably over time. (3) Other support services: The Company offers merchants technical support services and warranty for the leased hardware. Technical support services include the promise to provide the merchant with software updates if and when available. The Company also provides the merchant with assurance that its equipment will function in accordance with contract specifications over the lease term. Revenue allocated to this performance obligation is recognized ratably over time as the performance obligation represents a stand-ready obligation to provide the service. Other Revenue Other revenue is generally recognized at a point-in-time and primarily includes revenue derived from software license sales, hardware sales, third party residuals, automated teller machine services, and fees charged for technology support to merchants. Contract Assets As discussed above, for the period January 1, 2019 through June 29, 2020, the revenue allocated to hardware under the Company’s SaaS arrangements for its point-of-sale systems was treated as a sales-type lease and recognized in the Company’s Consolidated Statements of Operations when the hardware was delivered to the merchant. The Company utilized its best estimate of selling price when calculating the hardware revenue to be recorded. At the time revenue was recognized, a Contract Asset was created in the Company’s Consolidated Balance Sheet representing the present value of minimum lease payments. Accordingly, a portion of the lease payments were recognized as interest income. Such interest income for the years ended December 31, 2020 and 2019 was $1.0 million and $2.2 million, respectively. Effective June 30, 2020, the Company modified the terms and conditions of its SaaS arrangements and updated its operational procedures. As a result, beginning June 30, 2020, the hardware is accounted for as an operating lease and the revenue allocated to this performance obligation is recognized ratably over time. See Note 4 for more information on the impact the lease modification had on the Company’s consolidated financial statements. The carrying amount of contract assets was reduced by an allowance for doubtful accounts that reflected management’s best estimate of accounts that will not be collected. Changes in the allowance were recognized within “General and administrative expenses” in the Consolidated Statements of Operations. The change in the Company’s allowance for contract assets was as follows: December 31, 2020 2019 Beginning balance $ 4.6 $ — Cumulative effect of ASC 606 adoption — 4.7 Beginning balance, adjusted 4.6 4.7 Conversion from sales-type lease to operating lease accounting treatment (Note 4) (4.5 ) — Additions to expense 0.7 2.8 Write-offs, net of recoveries and other adjustments (0.8 ) (2.9 ) Ending Balance $ — $ 4.6 Capitalized Acquisition Costs The Company incurs costs to obtain payment processing contracts with customers, primarily in the form of upfront processing bonuses provided to software partners, which consist of independent software vendors and value-added resellers. The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if it expects to recover the costs. Capitalized acquisition costs are amortized ratably over the estimated life of the customer, which is generally three to five years. Amortization of costs to obtain a contract are classified as “Cost of sales” on the Company’s Consolidated Statements of Operations. Noncontrolling Interests Noncontrolling interests represents the economic interests of LLC Interests held by the Continuing Equity Owners. Income or loss is attributed to the noncontrolling interests based on the weighted average LLC Interests outstanding during the period. The noncontrolling interests’ ownership percentage can fluctuate over time as the Continuing Equity Owners elect to exchange LLC Interests for shares of Class A common stock. For the year ended December 31, 2020, noncontrolling interests also includes the loss prior to the IPO. Equity-based Compensation The Company’s equity-based compensation consists of Restricted Stock Units, or RSUs, and Performance Restricted Stock Units, or PRSUs, issued to certain employees and non-employee directors. Equity-based compensation expense is recorded within “General and administrative expenses” in the Consolidated Statements of Operations. The Company accounts for forfeitures when they occur. RSUs Compensation expense for RSUs is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant. PRSUs Vesting for PRSUs is subject to satisfying objective operating performance conditions. Compensation expense for PRSUs is based on the fair value of the award on the date of grant. Compensation expense is recognized ratably, following a graded vesting pattern, during the vesting period only when it is probable that the operating performance conditions will be achieved. The Company records a cumulative adjustment to compensation expense for PRSUs if there is a change in the determination of the probability that the operating performance conditions will be achieved. Income Taxes As a result of the Reorganization Transactions, Shift4 Payments, Inc. became the sole managing member of Shift4 Payments, LLC, a partnership that is not subject to tax. Any taxable income or loss from Shift4 Payments, LLC is passed through and included in the taxable income or loss of its members, including Shift4 Payments, Inc., following the Reorganization Transactions. Shift4 Payments, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to Shift4 Payments, Inc.’s allocable share of any taxable income or loss of Shift4 Payments, LLC following the Reorganization Transactions. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets or DTAs, and deferred tax liabilities, or DTLs, for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date. The Company recognizes DTAs to the extent it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it’s determined that the Company is able to realize DTAs in the future in excess of their net recorded amount, an adjustment to the DTA valuation allowance would be recorded, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes, . The Company records interest and penalties related to uncertain tax positions in the provision for income taxes in the Consolidated Statements of Operations. Basic and Diluted Net Loss Per Share The Company applies the two-class method for calculating and presenting net loss per share, and separately presents net loss per share for Class A common stock and Class C common stock. In applying the two-class method, the Company determined that undistributed earnings should be allocated equally on a per share basis between Class A and Class C common stock. Under the Company’s Certificate of Incorporation, the holders of the Class A and Class C common stock are entitled to participate in earnings ratably, on a share-for-share basis, as if all shares of common stock were of a single class, and in such dividends as may be declared by the board of directors. Holders of the Class A and Class C common stock also have equal priority in liquidation. Shares of Class B common stock do not participate in earnings of Shift4 Payments, Inc. As a result, the shares of Class B common stock are not considered participating securities and are not included in the weighted-average shares outstanding for purposes of loss per share. Advertising Costs The Company expenses advertising costs as incurred. Advertising expenses were $1.3 million, $1.2 million and $1.1 million for the years ended December 31, 2020, 2019 and 2018, respectively, and included in “Advertising and marketing expenses” in the Consolidated Statements of Operations. Research and Development Costs The Company expenses research and development costs as incurred. Research and development expenses, which consists primarily of third-party costs, were $1.2 million, $1.6 million and $1.6 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Each of the following acquisitions was accounted for as a business combination using the acquisition method of accounting. The respective purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair value at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill and represents the future economic benefits arising from other assets acquired, which cannot be individually identified or separately recognized. 3dcart The Company completed the acquisition of Infomart2000 Corp., doing business as 3dcart, on November 5, 2020, by acquiring 100% of the membership interests for $39.9 million in cash, net of cash acquired, and approximately $19.2 million in shares of the Company’s Class A common stock. The purchase was funded with cash on hand. Since the acquisition, 3dcart has been rebranded as Shift4Shop to align the ecommerce offering with Shift4’s existing ecosystem of services. The acquisition expands the Company’s omni-channel transaction capabilities and will enable Shift4Shop merchants to augment their ecommerce platform experience with the Company’s secure integrated payments solutions. In addition, the Company’s indirect sales distribution network will be able to offer Shift4Shop’s turnkey ecommerce capabilities to the Company’s new and existing POS and payments customers. The following table summarizes the consideration paid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date. These amounts reflect various preliminary fair value estimates and assumptions, and are subject to change within the measurement period as valuations are finalized. The primary areas of preliminary purchase price allocation subject to change relate to the valuation of accounts receivable, accrued expenses and other current liabilities assumed and residual goodwill. Cash $ 0.3 Accounts receivable 0.3 Other intangible assets 12.5 Goodwill (a) 46.9 Accounts payable (0.1 ) Accrued expenses and other current liabilities (0.5 ) Net assets acquired 59.4 Less: cash acquired (0.3 ) Less: Class A common stock (19.2 ) Net cash paid for acquisition $ 39.9 (a) Goodwill is deductible for tax purposes In connection with the 3dcart Acquisition, the Company incurred expenses of $1.8 million for the year ended December 31, 2020, which are included in “General and administrative expenses” in the Consolidated Statements of Operations. The fair values of intangible assets were estimated using inputs classified as Level 3 and included either an income approach or cost approach. Intangible assets valued under the income approach used either the relief-from-royalty method (developed technology, trademarks and trade names) or the multi-period excess earnings method (customer relationships). The transaction was taxable for income tax purposes, and all assets and liabilities have been recorded at fair value for both book and income tax purposes. Therefore, no deferred taxes have been recorded. The weighted average life of developed technology, trademarks and trade names, and customer relationships is 5 years, 3 years and 7 years, respectively. The goodwill arising from the acquisition largely consists of revenue synergies associated with a larger total addressable market, the ability to cross-sell existing customers, new customers and technology capabilities. The 3dcart acquisition did not have a material impact on the Company’s consolidated financial statements. Accordingly, pro forma financial information has not been presented. Hospitality Technology Vendor The Company completed the acquisition of a Hospitality Technology Vendor on October 16, 2020, by acquiring 100% of the membership interests for $9.9 million, net of cash acquired. The purchase was funded with cash on hand. This acquisition enables the boarding of the vendor’s customers on the Company’s end-to-end acquiring solution and empowers the Company’s distribution partners to sign the vendor’s customer accounts and leverage the combined expertise to handle all aspects of installation, service, and support. The following table summarizes the consideration paid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date. These amounts reflect various preliminary fair value estimates and assumptions, and are subject to change within the measurement period as valuations are finalized. The primary areas of preliminary purchase price allocation subject to change relate to the valuation of accounts receivable, accrued expenses and other current liabilities assumed and residual goodwill. Cash $ 0.6 Accounts receivable 1.9 Prepaid expenses and other current assets 0.1 Property, plant and equipment 0.1 Inventory 0.6 Other intangible assets 3.9 Goodwill (a) 8.1 Accounts payable (1.2 ) Accrued expenses and other current liabilities (2.7 ) Deferred revenue (0.8 ) Long-term debt (0.1 ) Net assets acquired 10.5 Less: cash acquired (0.6 ) Net cash paid for acquisition $ 9.9 (a) Goodwill is deductible for tax purposes In connection with the Hospitality Technology Vendor Acquisition, the Company incurred expenses of $0.3 million for the year ended December 31, 2020, which are included in “General and administrative expenses” in the Consolidated Statements of Operations. The fair values of intangible assets were estimated using inputs classified as Level 3 and included either an income approach or cost approach. Intangible assets valued under the income approach used either the relief from royalty method (developed technology, trademarks, trade names, company names and domain names) or the multi-period excess earnings method (customer relationships). The weighted average life of developed technology, trademarks and trade names, and customer relationships is 5 years, 11 years and 9 years, respectively. The transaction was taxable for income tax purposes, and all assets and liabilities have been recorded at fair value for both book and income tax purposes. Therefore, no deferred taxes have been recorded. The goodwill arising from the acquisition includes revenue synergies and go-forward expense growth synergies associated with a combined go-to-market model and the ability to win new customers. The Hospitality Technology Vendor Acquisition did not have a material impact on the Company’s consolidated financial statements. Accordingly, pro forma financial information has not been presented. Merchant Link The Company completed the acquisition of Merchant-Link, LLC, or Merchant Link Acquisition, in August 2019 by acquiring 100% of the membership interests for $64.0 million, with initial consideration of $60.2 million, net of cash acquired. The purchase was funded with borrowings from the revolving credit facility in August 2019. This acquisition brought a highly complementary customer base, with 80% of the customers using software already integrated on the Company’s gateway. This overlap presented the Company with a substantial opportunity for improved share of wallet and cost efficiencies. The following table summarizes the consideration paid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date. In the year ended December 31, 2020, the Company made a measurement period adjustment of $(0.7) million to accounts receivable with a corresponding increase to goodwill to reflect facts and circumstances in existence as of the effective date of the acquisition. Cash $ 3.8 Accounts receivable 7.5 Prepaid expenses and other current assets 1.9 Property, plant and equipment 2.4 Inventory 1.7 Other intangible assets 20.4 Goodwill (a) 30.2 Accounts payable (1.5 ) Accrued expenses and other current liabilities (2.1 ) Deferred revenue (0.3 ) Net assets acquired 64.0 Less: cash acquired (3.8 ) Net cash paid for acquisition $ 60.2 (a) Goodwill is deductible for tax purposes. In connection with the Merchant Link Acquisition, the Company incurred expenses of $0.4 million for the year ended December 31, 2019, which are included in “General and administrative expenses” in the Consolidated Statements of Operations. In addition, the Company incurred integration expenses of $3.0 million and restructuring expenses of $3.3 million for the year ended December 31, 2019, which are included in “General and administrative expenses” in the Consolidated Statements of Operations. The integration expenses include a write-off of $1.9 million of capitalized software development costs for projects initiated at Merchant Link prior to the acquisition that have no further use subsequent to the acquisition and are therefore impaired, $0.8 million for incremental equipment provided to customers to migrate to the Shift4 gateway platform, and $0.3 million for retention packages to certain Merchant Link employees to maintain business continuity. See Note 5 for more information on the restructuring expenses. The fair values of intangible assets were estimated using inputs classified as Level 3 and included either an income approach or cost approach. Intangible assets valued under the income approach used either the relief-from-royalty method (developed technology, trademarks and trade names) or the multi-period excess earnings method (customer relationships). The Merchant Link acquisition did not have a material impact on the Company’s consolidated financial statements. Accordingly, pro forma financial information has not been presented. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 4. Adoption of ASC 606: Revenue from Contracts with Customers The Company recorded a net reduction to retained earnings of $7.0 million as of January 1, 2019, due to the cumulative impact of adopting ASC 606, primarily as a result of no longer being able to defer the upfront cost for the Company’s free equipment program to its merchants under the contract terms existing at January 1, 2019 and recognizing the revenue allocated to this hardware in retained earnings for contracts open as of January 1, 2019. The Company has elected to apply a practical expedient for contracts that have a term of one year or less and has not disclosed either the remaining performance obligation as of the end of the reporting period or when the Company expects to recognize the revenue. Under ASC 606, the Company has three separate performance obligations under its recurring SaaS arrangements for point-of-sale systems provided to merchants: (1) point-of-sale software, (2) lease of hardware and (3) other support services. For the period January 1, 2019 through June 29, 2020, the hardware provided under the Company’s software as a service, or SaaS, agreements was accounted for as a sales-type lease. Effective June 30, 2020, the Company modified the terms and conditions of its SaaS arrangements and updated its operational procedures. As a result, beginning June 30, 2020, hardware provided under the Company’s SaaS agreements is accounted for as an operating lease; therefore, an increase in income of $12.4 million was recorded within “Other operating (income) expense, net” in the Consolidated Statements of Operations in the year ended December 31, 2020 to reflect the impact of the lease modifications. See Note 10 for more information on equipment for lease. The effect of the lease modifications on the consolidated financial statements as of its effective date, June 30, 2020, was as follows: Balance prior to lease modification Balance subsequent to lease modification Effect of change Contract assets, net $ 11.3 $ — $ (11.3 ) Accounts receivable, net 67.7 68.6 0.9 Equipment under lease — 23.3 23.3 Deferred revenue 7.7 8.2 (0.5 ) Other operating (income) expense, net (12.4 ) Disaggregated Revenue Based on similar operational characteristics, the Company’s revenue from contracts with customers is disaggregated as follows: Year Ended December 31, 2020 2019 2018 Payments-based revenue $ 684.2 $ 643.6 $ 485.2 Subscription and other revenues 82.7 87.8 75.4 Total $ 766.9 $ 731.4 $ 560.6 Based on similar economic characteristics, the Company’s revenue from contracts with customers is disaggregated as follows: Year Ended December 31, 2020 2019 2018 Over-time revenue $ 736.7 $ 687.9 $ 525.5 Point-in-time revenue 30.2 43.5 35.1 Total $ 766.9 $ 731.4 $ 560.6 Contract Assets Contract assets were as follows: December 31, 2020 2019 Contract assets, net - beginning of period $ 10.7 $ — Cumulative effect of ASC 606 adoption — 11.1 Contract assets, net - beginning of period, adjusted $ 10.7 $ 11.1 Less: Contract assets, net - beginning of the period, current (6.8 ) (6.7 ) Contract assets, net - beginning of period, noncurrent $ 3.9 $ 4.4 Contract assets, net - end of period $ — $ 10.7 Less: Contract assets, net - end of the period, current — (6.8 ) Contract assets, net - end of period, noncurrent $ — $ 3.9 Contract Liabilities The Company charges merchants for various post-contract license support/service fees and annual regulatory compliance fees. These fees typically relate to a period of one year. The Company recognizes the revenue on a straight-line basis over its respective period. As of The following reflects the amounts the Company recognized as annual service fees and regulatory compliance fees within "Gross revenue" in its Consolidated Statements of Operations and the amount of such fees that was included in deferred revenue at the beginning of the respective period. Year Ended December 31, 2020 2019 2018 Annual service fees and regulatory compliance fees $ 13.6 $ 11.1 $ 9.7 Amount of these fees included in deferred revenue at beginning of period 4.2 2.8 3.5 Capitalized Acquisition Costs, net As of December 31, 2020 and 2019, the Company had net capitalized costs to obtain contracts of $30.2 million and |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | 5. The following table summarizes the changes in the Company’s restructuring accrual: 2018 Restructuring Activities 2019 Restructuring Activities Total Balance at December 31, 2018 $ 5.6 $ — $ 5.6 Restructuring accrual — 3.3 3.3 Severance payments (1.9 ) (1.8 ) (3.7 ) Accretion of interest (a) 0.5 — 0.5 Balance at December 31, 2019 $ 4.2 $ 1.5 $ 5.7 Severance payments (1.7 ) (1.5 ) (3.2 ) Accretion of interest (a) 0.4 — 0.4 Balance at December 31, 2020 $ 2.9 $ — $ 2.9 (a) Accretion of interest is included within “Restructuring expenses” in the Consolidated Statements of Operations. 2018 Restructuring Activities During the year ended December 31, 2018, the Company recognized $18.3 million of restructuring expenses associated with a historical acquisition. 2019 Restructuring Activities During the year ended December 31, 2019, the Company recognized $3.3 million of restructuring expenses associated with the integration of Merchant Link, consisting primarily of employee and severance benefits which were paid by March 31, 2020. The current portion of the restructuring accrual of $1.4 million and $2.9 million at December 31, 2020 and 2019, respectively, is included within “Accrued expenses and other current liabilities” on the Consolidated Balance Sheets. The long-term portion of the restructuring accrual of $1.5 million and Of the $2.9 million restructuring accrual outstanding as of December 31, 2020, approximately $1.6 million is expected to be paid in 2021 and $1.6 million in 2022, less accreted interest of $0.3 million. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | 6. Inventory consisted of the following: December 31, 2020 2019 Terminal systems and components $ 1.2 $ 5.9 Point-of-sale systems and components 0.3 2.6 Total inventory $ 1.5 $ 8.5 Effective June 30, 2020, the Company modified the terms and conditions of its SaaS arrangements and updated its operational procedures. As a result, beginning June 30, 2020, hardware provided under the Company’s SaaS agreements is accounted for as an operating lease resulting in equipment held for lease to be recorded in “Equipment for lease, net” rather than “Inventory” on the Company’s Consolidated Balance Sheets. See Note 10 for more information on equipment for lease. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 7. The changes in the carrying amount of goodwill were as follows: Balance at December 31, 2018 $ 391.8 Merchant Link acquisition (Note 3) 29.5 Balance at December 31, 2019 $ 421.3 Merchant Link measurement period adjustment (Note 3) 0.7 3dcart acquisition (Note 3) 46.9 Hospitality Technology Vendor acquisition (Note 3) 8.1 Balance at December 31, 2020 $ 477.0 |
Other Intangible Assets, Net
Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets, Net | 8. Other intangible assets, net consisted of the following: Weighted Average December 31, 2020 Amortization Period (in years) Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships 8 185.8 $ 106.5 $ 79.3 Acquired technology 9 105.1 42.2 62.9 Trademarks and trade names 9 57.4 39.1 18.3 Noncompete agreements 2 3.9 3.9 — Capitalized software development costs 4 25.1 5.8 19.3 Leasehold interest 2 0.1 0.1 — Residual commission buyouts (a) 3 20.0 13.5 6.5 Total intangible assets $ 397.4 $ 211.1 $ 186.3 Weighted Average December 31, 2019 Amortization Period (in years) Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships 8 $ 176.8 $ 81.1 $ 95.7 Acquired technology 10 99.7 30.7 69.0 Trademarks and trade names 9 55.5 30.1 25.4 Noncompete agreements 2 3.9 3.6 0.3 Capitalized software development costs 3 14.9 2.0 12.9 Leasehold interest 2 0.1 0.1 — Residual commission buyouts (a) 3 15.7 9.8 5.9 Total intangible assets $ 366.6 $ 157.4 $ 209.2 (a) Residual commission buyouts include contingent payments of $3.4 million and As of December 31, 2020, the estimated amortization expense for intangible assets for each of the five succeeding years and thereafter is as follows: 2021 52.9 2022 35.9 2023 23.1 2024 19.7 2025 19.6 Thereafter 35.1 Total $ 186.3 Amounts charged to expense in the Consolidated Statements of Operations for amortization of intangible assets were as follows: Year Ended December 31, 2020 2019 2018 Depreciation and amortization expense $ 38.5 $ 37.6 $ 37.5 Cost of sales 15.0 11.0 15.0 Total $ 53.5 $ 48.6 $ 52.5 In the fourth quarter of 2020, the Company completed an assessment of the useful lives of certain acquired technology included in “Other intangible assets, net” on the Consolidated Balance Sheet and determined that the estimated useful life of certain acquired technology should decrease from approximately 7 years to approximately 3 years. The effect of this change in estimate was $1.1 million and is included in “Cost of sales” in the Company’s Consolidated Statements of Operations for the year ended December 31, 2020. |
Capitalized Acquisition Costs,
Capitalized Acquisition Costs, Net | 12 Months Ended |
Dec. 31, 2020 | |
Capitalized Acquisition Costs Net [Abstract] | |
Capitalized Acquisition Costs, Net | 9. Capitalized acquisition costs, net was $30.2 million and Capitalized acquisition costs had a weighted average amortization period of three years and four years at December 31, 2020 and 2019, As of December 31, 2020, the estimated future amortization expense for capitalized acquisition costs is as follows: 2021 $ 15.9 2022 10.8 2023 3.5 Total $ 30.2 |
Equipment for Lease, Net
Equipment for Lease, Net | 12 Months Ended |
Dec. 31, 2020 | |
Equipment For Lease Net [Abstract] | |
Equipment for Lease, Net | 10. Effective June 30, 2020, the Company modified the terms and conditions of its SaaS arrangements and updated its operational procedures. As a result, beginning June 30, 2020, hardware provided under the Company’s SaaS agreements is accounted for as an operating lease resulting in equipment for lease recorded in “Equipment for lease, net” on the Company’s Consolidated Balance Sheet. As of December 31, 2020, the cost, accumulated depreciation and net carrying value of equipment for lease was $43.5 million, $6.9 million and $36.6 million, respectively. Included in this amount was $7.0 million of equipment that was not yet initially deployed to a merchant and, accordingly, is not being depreciated. The amount charged to expense in the Consolidated Statements of Operations for depreciation of equipment under lease was $9.8 million for the year ended December 31, 2020. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment, Net | 11. Property, plant and equipment, net consisted of the following: December 31, 2020 2019 Equipment $ 16.0 $ 13.3 Capitalized software 8.7 7.1 Leasehold improvements 11.6 11.3 Furniture and fixtures 3.1 2.9 Vehicles 0.2 0.2 Total property and equipment, gross 39.6 34.8 Less: Accumulated depreciation (24.5 ) (19.4 ) Total property and equipment, net $ 15.1 $ 15.4 Amounts charged to expense in the Consolidated Statements of Operations for depreciation of property, plant and equipment were as follows: Year Ended December 31, 2020 2019 2018 Depreciation and amortization expense $ 3.6 $ 2.4 $ 2.3 Cost of sales 1.6 1.4 1.2 Total depreciation expense $ 5.2 $ 3.8 $ 3.5 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 12. The Company’s outstanding debt consisted of the following: December 31, 2020 2019 Convertible Notes due 2025 (2025 Notes) $ 577.5 $ — Senior Notes due 2026 (2026 Notes) 450.0 — First Lien Term Loan Facility — 511.1 Second Lien Term Loan Facility — 130.0 Revolving Credit Facility — 21.0 Other financing arrangements 0.9 — Total borrowings 1,028.4 662.1 Less: Current portion of debt (0.9 ) (5.3 ) 1,027.5 656.8 Less: Unamortized capitalized financing costs (22.1 ) (21.7 ) Total long-term debt $ 1,005.4 $ 635.1 First Lien and Second Lien Term Loan Facility On November 30, 2017, Shift4 Payments, LLC borrowed $560.0 million of aggregate principal amount of secured term loans comprised of first lien term loans of $430.0 million due November 30, 2024, or First Lien Term Loan Facility, and second lien term loans of $130.0 million due November 30, 2025, or Second Lien Term Loan Facility. Shift4 Payments, LLC upsized the First Lien Term Loan Facility to $450.0 million in April 2019 and to $520.0 million in October 2019. Interest with respect to the First Lien Term Loan Facility was payable quarterly in arrears at a rate of LIBOR plus 4.50% per annum. Interest with respect to the Second Lien Term Loan Facility was payable quarterly in arrears at a rate of LIBOR plus 8.50% per annum. The interest rate is determined based on Shift4 Payments, LLC first lien leverage ratio for the preceding fiscal quarter. Additional details on the credit agreement governing the First Lien Term Loan Facility are provided below under the heading “Revolving Credit Facility”. In June 2020, the Company made $59.8 million In October 2020, the Company fully repaid the First Lien Term Loan Facility, as discussed below, using the proceeds from the 2026 Notes. The First Lien Term Loan Facility and Second Lien Term Loan Facility were subject to covenants that, among other things, limited or restricted the Company in creating liens, holding any unpermitted investments or new indebtedness, making any dispositions or restricted payments unless otherwise permitted in the agreement, and making material changes to the business. In connection with the full repayment of the Second Lien Term Loan Facility in the second quarter of 2020, the Company obtained applicable releases customary to the payment in full. At December 31, 2020 and December 31, 2019, the Company was in compliance with all financial covenants. Senior Notes due 2026 In October 2020, the Company’s subsidiaries Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc. (the “Issuers”) issued an aggregate of $450.0 million principal amount of 4.625% Senior Notes due 2026 (2026 Notes). The Company received net proceeds, after deducting initial purchasers’ discounts and estimated offering expenses, of approximately $442.8 million from the 2026 Notes Offering. The net proceeds of the 2026 Notes Offering, together with cash on hand, were used to repay the remaining $450.0 million left on the First Lien Term Loan Facility. The 2026 Notes mature on November 1, 2026, and accrue interest at a rate of 4.625% per year. Interest on the 2026 Notes is payable semi-annually in arrears on each May 1 and November 1, commencing on May 1, 2021. The Issuers may redeem all or a portion of the 2026 Notes at any time prior to November 1, 2022 at a redemption price equal to 100% of the principal amount of the 2026 Notes, plus the applicable “make-whole” premium as provided in the indenture governing the 2026 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time on or after November 1, 2022, the Issuers may redeem all or a portion of the 2026 Notes at the redemption prices set forth in the indenture governing the 2026 Notes, plus accrued and unpaid interest, if any, to but excluding, the date of redemption. In addition, at any time prior to November 1, 2022, the Issuers may also redeem up to 40% of the original aggregate principal amount of the 2026 Notes (including any additional 2026 Notes) with the proceeds of certain equity offerings, at a redemption price equal to 104.625% of the principal amount of the 2026 Notes, plus accrued and unpaid interest, if any to the redemption date. The Issuers may make such redemption so long as, after giving effect to any such redemption, at least 50% of the original aggregate principal amount of the 2026 Notes (including any additional 2026 Notes) remains outstanding (unless all 2026 Notes are redeemed concurrently) and such redemption occurs not less than 10 days nor more than 60 days prior notice. The 2026 Notes Offering and the corresponding payment on the remaining First Lien Term Loan Facility was accounted for as a debt refinancing. In connection with the debt refinancing, the Company incurred a loss on extinguishment of $9.5 million comprised of the write-off of capitalized financing costs on the First Lien Term Loan Facility. The Company incurred financing fees of $7.2 million, of which $6.4 million was capitalized and recognized in the Consolidated Balance Sheet as a reduction of long-term debt and $0.8 million was recorded to “Transaction Expenses” in the Consolidated Statements of Operations. The Notes have not been registered under the Securities Act of 1933, as amended, or the Securities Act, or the securities laws of any other jurisdiction. The Notes were sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and outside the United States pursuant to Regulation S of the Securities Act. Convertible Notes due 2025 In December 2020, Shift4 Payments, Inc. issued an aggregate principal amount of $690.0 million of convertible senior notes due 2025, or the 2025 Notes in an offering to qualified institutional buyers exempt from registration under the Securities Act. The Company received net proceeds, after deducting initial purchasers’ discounts and estimated offering expenses, of approximately $673.6 million from the 2025 Notes Offering. In accounting for the issuance of the 2025 Notes, the Company separated the 2025 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $114.2 million and was determined by deducting the fair value of the liability component from the par value of the 2025 Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense over the term of the 2025 Notes at an effective interest rate of 4.10%. Debt issuance costs related to the 2025 Notes comprised of discounts and commissions payable to the initial purchasers and third-party offering costs total $16.4 million. The Company allocated the total amount incurred to the liability and equity components of the 2025 Note based on their relative values. Issuance costs attributable to the liability component was $13.7 million and will be amortized to interest expense using the effective interest method over the contractual term. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. The net carrying amount of the 2025 Notes was as follows as of December 31, 2020: Principal outstanding $ 690.0 Unamortized debt discount (112.5 ) Unamortized debt issuance costs (13.5 ) Net carrying value $ 564.0 The net carrying amount of the equity component of the 2025 Notes was as follows as of December 31, 2020: Amount allocated to the conversion option $ 114.2 Less: allocated issuance costs (2.7 ) Equity component, net $ 111.5 Amortization of capitalized financing fees and the debt discount associated with the 2025 Notes is included in “Interest expense” within the Consolidated Statements of Operations. Amortization expense was $5.4 million, $4.0 million, and $3.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. The 2025 Notes, 2026 Notes and Revolving Credit Facility include certain restrictions on the ability of Shift4 Payments, LLC to make loans, advances, or pay dividends to Shift4 Payments, Inc. Revolving Credit Facility The credit agreement governing the First Lien Term Loan Facility, or the First Lien Credit Agreement, included a revolving credit facility of $40.0 million, or Revolving Credit Facility, which matures November 30, 2022. In August 2019, the Revolving Credit Facility was increased to a borrowing capacity of $90.0 million. The First Lien Credit Agreement requires compliance with certain financial covenants, including a maximum first lien net leverage ratio, tested quarterly when the loans and certain letters of credit outstanding under the revolving credit facility exceed 35% of the total revolving commitments. In addition, the First Lien Credit Agreement contains various covenants that, among other restrictions, limit the Company’s and its subsidiaries’ ability to incur indebtedness; incur certain liens; consolidate, merge or sell or otherwise dispose of assets; alter the business conducted by us and our subsidiaries; make investments, loans, advances, guarantees and acquisitions; enter into sale and leaseback transactions; pay dividends or make other distributions on equity interests, or redeem, repurchase or retire equity interests; enter into transactions with affiliates; enter into agreements restricting the ability to pay dividends; redeem, repurchase or refinance other indebtedness; and amend or modify governing documents. Loans incurred under the Revolving Credit Facility bear interest at the Company’s option at either the LIBO rate plus a margin ranging from 4.00% to 4.50% per year or the alternate base rate plus a margin ranging from 3.00% to 3.50% per year. The interest rate varies depending on the Company’s first lien leverage ratio. The alternate base rate and the LIBO rate are each subject to a zero percent floor. The Revolving Credit Facility unused commitment fee ranges from 0.25% to 0.50%. The applicable margin and unused commitment fee are determined based on the Company’s first lien net leverage ratio at the previously reported fiscal quarter. As of December 31, 2019, the Company had outstanding borrowings of $21.0 million under the Revolving Credit Facility. In the first quarter of 2020, the Company drew Borrowings under the First Lien Credit Agreement are guaranteed by each of the Company’s current and future direct and indirect wholly owned domestic subsidiaries, subject to certain customary exceptions as set forth in the First Lien Credit Agreement. The obligations under the First Lien Credit Agreement are secured by a first priority lien on substantially all the property and assets (real and personal, tangible and intangible) of the Company and the other guarantors, subject to certain customary exceptions. Subject to certain exceptions, all obligations under the First Lien Term Credit Agreement were repaid in full and all commitments thereunder terminated in connection with the Amended Credit Agreement (defined below). Amended and Restated Revolving Credit Facility On January 29, 2021, the Company amended and restated its First Lien Credit Agreement, or the Amended Credit Agreement, and increased the borrowing capacity under the Revolving Credit Facility to $100.0 million. The Amended Credit Agreement requires periodic interest payments until maturity. The Company may prepay all revolving loans under the Amended Credit Agreement at any time without premium or penalty (other than customary LIBO breakage costs), subject to certain notice requirements. The Company may also be subject to mandatory prepayments if the Revolving Credit Exposure exceeds the Revolving Credit Commitments under the Revolving Credit Facility. Loans incurred under the Revolving Credit Facility bear interest at the Company’s option at either the LIBO rate plus a margin ranging from 3.00% to 3.50% per year or the alternate base rate (the highest of the Federal Funds rate plus 0.50%, or the prime rate announced from time to time in The Wall Street Journal) plus a margin ranging from 2.00% to 2.50% per year (such margins being referred to as the “Applicable Rate”). The Applicable Rate varies depending on the Company’s total leverage ratio (as defined in the Amended Credit Agreement). The alternate base rate and the LIBO rate are each subject to a zero percent floor. In addition, the Company is required to pay a commitment fee under the Revolving Credit Facility in respect of the unutilized commitments thereunder at a rate ranging from 0.25% per year to 0.50% per year, in each case based on the total leverage ratio. The Company is also subject to customary letter of credit and agency fees. Borrowings under the Amended Credit Agreement are guaranteed by each of the Company’s current and future direct and indirect wholly owned domestic subsidiaries, subject to certain customary exceptions as set forth in the Amended Credit Agreement. The obligations under the Amended Credit Agreement are secured by a first priority lien on substantially all the property and assets (real and personal, tangible and intangible) of the Company and the other guarantors, subject to certain customary exceptions. The Amended Credit Agreement requires compliance with certain financial covenants, including a maximum secured leverage ratio, tested quarterly when the loans and certain letters of credit outstanding under the revolving credit facility exceed 35% of the total revolving commitments. In addition, the Amended Credit Agreement contains various covenants that, among other restrictions, limit the Company’s and its subsidiaries’ ability to incur indebtedness; incur certain liens; consolidate, merge or sell or otherwise dispose of assets; alter the business conducted by us and our subsidiaries; make investments, loans, advances, guarantees and acquisitions; enter into sale and leaseback transactions; pay dividends or make other distributions on equity interests, or redeem, repurchase or retire equity interests; enter into transactions with affiliates; enter into agreements restricting the ability to pay dividends; redeem, repurchase or refinance other indebtedness; and amend or modify governing documents. The Amended Credit Agreement contains events of default that are customary for a secured credit facility. If an event of default relating to bankruptcy or other insolvency events with respect to a borrower occurs, all obligations under the Amended Credit Agreement will immediately become due and payable. If any other event of default exists under the Amended Credit Agreement, the lenders may accelerate the maturity of the obligations outstanding under the Amended Credit Agreement and exercise other rights and remedies, including charging a default rate of interest equal to 2.00% per year above the rate that would otherwise be applicable. In addition, if any event of default exists under the Amended Credit Agreement, the lenders may commence foreclosure or other actions against the collateral. |
Other Consolidated Balance Shee
Other Consolidated Balance Sheet Components | 12 Months Ended |
Dec. 31, 2020 | |
Other Consolidated Balance Sheet Components [Abstract] | |
Other Consolidated Balance Sheet Components | 13. Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following: December 31, 2020 2019 Prepaid insurance $ 2.5 $ 1.2 Other prepaid expenses (a) 6.5 4.9 Agent and employee loan receivables 0.3 0.5 Taxes receivable 1.2 — Deferred IPO-related costs (b) — 2.0 Other current assets 1.0 0.2 Total prepaid expenses and other current assets $ 11.5 $ 8.8 (a) Other prepaid expenses include prepayments related to information technology, rent, tradeshows and conferences. (b) Primarily includes attorney and consulting fees in support of the Company’s IPO, which, at the time of the IPO, were offset against the gross proceeds of the IPO within “Additional paid-in capital” on the Consolidated Balance Sheets. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: December 31, 2020 2019 Contingent liabilities related to earnout payments and change of control (a) $ — $ 32.3 Accrued interest 3.6 9.2 Residuals payable 6.8 5.5 Taxes payable 1.4 1.0 Deferred tenant reimbursement allowance 3.1 3.6 Restructuring accrual 1.4 2.9 Accrued payroll 2.8 2.3 Deferred employer social security tax pursuant to the CARES Act 3.0 — Escrow payable 2.3 — Accrued rent 1.5 1.5 Other current liabilities 4.2 2.6 Total accrued expenses and other current liabilities $ 30.1 $ 60.9 (a) Represents contingent liabilities arising from certain past acquisitions. See Note 14 for information on contingent liabilities related to earnout payments and change of control. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 14. U.S. GAAP defines a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted process in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company determines the fair values of its assets and liabilities that are recognized or disclosed at fair value in accordance with the hierarchy described below. The following three levels of inputs may be used to measure fair value: • Level 1—Quoted prices in active markets for identical assets or liabilities; • Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include items where the determination of fair value requires significant management judgment or estimation. The Company makes recurring fair value measurements of contingent liabilities arising from certain acquisitions using Level 3 unobservable inputs. These amounts relate to a change of control provision and expected earnout payments related to the number of existing point-of-sale merchants that convert to full acquiring merchants. The contingent liability related to a change of control was measured on the acquisition date using a Monte Carlo simulation model based on expected possible valuations of the Company upon a change of control and is remeasured at each reporting date due to changes in management’s expectations regarding possible future valuations of the Company, including considerations of changes in results of the Company, guideline public company multiples, and expected volatility. The contingent liability related to change of control was settled for 915,503 shares of Class A common stock in conjunction with the IPO. The contingent liabilities arising from expected earnout payments were measured on the acquisition date using a probability-weighted expected payment model and are remeasured periodically due to changes in management’s estimates of the number of existing point-of-sale merchants that will convert to full acquiring merchants. In determining the fair value of the contingent liabilities, management reviews the current results of the acquired business, along with projected results for the remaining earnout period, to calculate the expected earnout payment to be made using the agreed upon formula as laid out in the respective acquisition agreement. The contingent liabilities related to earnout payments are at the end of their earnout period and are not material as of December 31, 2020. The Company estimated the remaining earnout liability as of December 31, 2020, which is comprised of actual conversions during the fourth quarter 2020 that will be paid in the first quarter of 2021. As of December 31, 2019, the earnout liabilities were discounted at a rate of Additional information regarding the contingent liabilities as of December 31, 2019 that were measured at fair value on a recurring basis is presented in the following table: Fair value as of December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Contingent liabilities related to change of control (a) $ 30.4 $ — $ — $ 30.4 Contingent liabilities related to earnout payments (a) 1.9 — — 1.9 Total contingent liabilities $ 32.3 $ — $ — $ 32.3 (a) Included in “Accrued expenses and other current liabilities” on the Consolidated Balance Sheets. The table below provides a reconciliation of the beginning and ending balances for the Level 3 contingent liabilities: Year Ended December 31, 2020 2019 2018 Balance at beginning of period $ 32.3 $ 19.9 $ 23.4 Additions (a) 1.7 — — Cash payments made for contingent liabilities related to earnout payments (3.0 ) (3.1 ) (3.2 ) Contingent liabilities related to change of control settled with Class A common stock and restricted stock units (23.2 ) — — Fair value adjustments (7.8 ) 15.5 (0.3 ) Balance at end of period $ — $ 32.3 $ 19.9 (a) During the three months ended March 31, 2020, certain employment compensation agreements were amended. Consequently, previously recorded deferred compensation liabilities of $1.9 million associated with these agreements, included within “Other noncurrent liabilities” on the Consolidated Balance Sheets at December 31, 2019, were derecognized and new liabilities of $1.7 million were recognized at fair value within “Other noncurrent liabilities” on the Consolidated Balance Sheets. These contingent liabilities were settled at the IPO for 89,842 restricted stock units. Fair value adjustments are recorded within “General and administrative expenses” within the Consolidated Statements of Operations. There were no transfers into or out of Level 3 during the years ended December 31, 2020, 2019 and 2018. The estimated fair value of the 2026 Notes and 2025 Notes as of December 31, 2020 using quoted prices from over-the-counter markets, considered Level 2 inputs, was $468.0 million and $843.9 million, respectively. Other financial instruments not measured at fair value on the Company’s Consolidated Balance Sheets at December 31, 2020 and 2019 include cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities as their estimated fair values reasonably approximate their carrying value as reported on the Consolidated Balance Sheets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. As a result of the Reorganization Transactions and the IPO, the Company holds an economic interest in Shift4 Payments, LLC and consolidates its financial position and results. The remaining ownership of Shift4 Payments, LLC not held by the Company is considered a noncontrolling interest. Shift4 Payments, LLC is treated as a partnership for income tax reporting and its members, including the Company, are liable for federal, state, and local income taxes based on their share of the LLC’s taxable income. In addition, Shift4 Corporation, one of the operating subsidiaries of Shift4 Payments, LLC, is considered a C-Corporation for U.S. federal, state and local income tax purposes. Taxable income or loss from Shift4 Corporation is not passed through to Shift4 Payments, LLC. Instead, it is taxed at the corporate level subject to the prevailing corporate tax rates. Components of income tax benefit (provision) consisted of the following for the years indicated: Year Ended December 31, 2020 2019 2018 Current Federal $ 1.4 $ (1.1 ) $ — State (0.2 ) (0.4 ) — Foreign (0.1 ) — — Total current income tax benefit (provision) 1.1 (1.5 ) — Deferred Federal 1.2 (0.2 ) 4.0 State 0.1 — 0.1 Total deferred income tax benefit (provision) 1.3 (0.2 ) 4.1 Total income tax benefit (provision) $ 2.4 $ (1.7 ) $ 4.1 A reconciliation of the United States statutory income tax rate to the Company’s effective income tax rate is as follows for the years indicated: Year Ended December 31, 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 21.0 % Noncontrolling interests/effect of pass-through entities (LLC loss) (17.1 %) (23.6 %) (14.3 %) State income taxes, net of federal benefit 1.1 % — — Permanent Items 1.6 % — — Change in valuation allowance (4.5 %) — — Other — (0.5 %) 0.2 % Effective income tax rate 2.1 % (3.1 %) 6.9 % Details of the Company’s deferred tax assets and liabilities are as follows: December 31, 2020 2019 Deferred tax assets: Investment in Shift4 Payments, LLC $ 181.2 $ — Net operating loss and tax credits carryforward 19.8 0.2 Equity-based compensation 10.2 — Accrued expenses 1.9 1.0 Other 0.8 1.5 Subtotal 213.9 2.7 Valuation allowance (179.5 ) — Total deferred tax assets 34.4 2.7 Deferred tax liabilities: 2025 Notes (29.4 ) — Intangibles (5.9 ) (6.0 ) Fixed assets (1.8 ) (0.4 ) Other liabilities (0.1 ) (0.4 ) Total deferred tax liabilities (37.2 ) (6.8 ) Net deferred tax liability $ (2.8 ) $ (4.1 ) As a result of the Reorganization and the IPO, we acquired LLC Units and have recognized a deferred tax asset for the difference between the financial reporting and tax basis of our investment in Shift4 Payments, LLC and net operating losses and credit carryforwards. The deferred tax asset above does not consider the iterative impact of the TRA liability, as the liability has not been recorded as of December 31, 2020. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred by Shift4 Payments, LLC over the three-year period ended December 31, 2020. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. On the basis of this evaluation, as of December 31, 2020, a valuation allowance of $179.5 million has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable could be adjusted if estimates of future taxable income during the carryforward period are increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. As of December 31, 2020, the Company has $83.1 million federal and $30.0 million state net operating loss carryforwards, which are expected to expire on various dates as follows. The Company’s state net operating loss carryforwards are available to reduce future taxable income, which expire at various times through 2041. Below is a tabular reconciliation of the total amounts of unrecognized tax benefits. Year Ended December 31, 2020 2019 Beginning balance $ 0.3 $ — Increase related to current year tax positions — 0.3 Ending balance $ 0.3 $ 0.3 All of the unrecognized tax benefits reflected in the above table would affect the effective tax rate, if recognized. The Company files income tax returns as required by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company may be subject to examination by federal and certain state and local tax authorities. As of December 31, 2020, the Company’s federal income tax returns for the years 2017 through 2019 and state and local tax returns for the years 2017 through 2019 remain open and are subject to examination . Tax Receivable Agreement The Company expects to obtain an increase in its share of the tax basis in the net assets of Shift4 Payments, LLC as LLC Interests are redeemed from or exchanged by Continuing Equity Owners, at the option of the Company, determined solely by the Company’s independent directors. The Company intends to treat any redemptions and exchanges of LLC Interests as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that it would otherwise pay in the future to various tax authorities. In connection with the Reorganization Transactions and the IPO, the Company entered into the TRA, with the Continuing Equity Owners. The TRA provides for the payment by Shift4 Payments, Inc. of 85% of the amount of any tax benefits the Company actually realizes, or in some cases is deemed to realize, as a result of (i) increases in the Company’s share of the tax basis in the net assets of Shift4 Payments, LLC resulting from any redemptions or exchanges of LLC Interests, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA. The Company expects to benefit from the remaining 15% of any of cash savings that it realizes. The Company has not recognized a $151.2 million liability under the TRA after concluding it was not probable that such TRA Payments would be paid based on its estimates of future taxable income. No payments were made to the Continuing Equity Owners pursuant to the TRA during the year ended December 31, 2020. The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of Shift4 Payments, Inc. in the future. If the valuation allowance recorded against the deferred tax assets applicable to the tax attributes referenced above is released in a future period, the TRA liability may be considered probable at that time and recorded within earnings. If all of the remaining Continuing Equity Owners were to exchange all of their LLC Units, the Company would recognize an additional deferred tax asset of approximately $735.0 million and a TRA liability of approximately $624.8 million, assuming (i) that the Continuing Equity Owners redeemed or exchanged all of their LLC Units immediately as of December 31, 2020 at a price of $75.40 per share of its Class A common stock, (ii) no material changes in relevant tax law, (iii) a constant corporate tax rate of 24.9%, (iv) that the Company earns sufficient taxable income in each year to realize on a current basis all tax benefits that are subject to the TRA, and (v) that the blocker attributes are not limited pursuant to section 382 of the Internal Revenue Code. The actual amount of deferred tax assets and related liabilities are impacted by the timing of the exchanges, the valuation of Shift4 Corporation, the price of the Company’s shares of Class A common stock at the time of the exchange, and the tax rates then in effect. The Company may elect to completely terminate the TRA early only with the written approval of a majority of its independent directors, although it has no plans to do so at this time. As a result, the Company would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the TRA. The maximum TRA liability in the event of an early termination would be approximately $690.8 million, subject to the timing of such early termination, negotiation and certain assumptions, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. |
Operating Lease Agreements
Operating Lease Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Operating Lease Agreements | 16. The Company has leases under noncancellable agreements which expire on various dates through November 30, 2028. Total rent expense, which is included in “General and administrative expenses” in the Consolidated Statements of Operations, was $6.4 million, $4.2 million and $4.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. The following are the future minimum rental payments required under the operating leases as of December 31, 2020: 2021 $ 6.7 2022 5.3 2023 3.7 2024 3.2 2025 2.7 Thereafter 6.6 Total $ 28.2 The Company expects to receive future minimum lease payments for hardware provided under the Company’s SaaS agreements of $10.8 million from January 1, 2021 through December 31, 2021. See Notes 4 and 10 for more information on the accounting for these operating leases. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. The Company has a service agreement with a shareholder of the Company, including access to aircrafts and a property. Total expense for this service, which is included in “General and administrative expenses” in the Consolidated Statements of Operations, were $0.4 million for each of the years ended December 31, 2020, 2019 and 2018. There were no amounts outstanding at December 31, 2020 and 2019. On May 31, 2020, the Company amended the monthly fee and added services in this month-to-month service agreement with a shareholder of the Company. Shift4 Payments, LLC incurred management fees to its respective shareholders, prior to the IPO, which is included in “Professional fees” in the Consolidated Statements of Operations, of The Company incurred $1.2 million and $1.0 million in costs associated with the September and December Follow-on Offerings, respectively, that are reimbursable by Searchlight, and are included in “Accounts receivable, net” in the Consolidated Balance Sheets at December 31, 2020. Rook entered into a margin loan agreement pursuant to which it pledged LLC Interests and shares of the Company’s Class A and Class B common stock (collectively, Rook Units) to secure a margin loan. If Rook were to default on its obligations under the margin loan and fail to cure such default, the lender would have the right to exchange and sell up to 15,227,181 Rook units to satisfy Rook’s obligation. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 18. From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. The Company is currently not aware of any such legal proceedings or claims that the Company believes will have an adverse effect on our business, financial condition or operating results. Effective March 2016, the Company’s board of directors approved a means by which key employees of the Company may be given an opportunity to earn a bonus as a result of a Change of Control, defined as a merger, consolidation, exchange, conveyance, or sale of the Company, or an IPO pursuant to the Securities Act, or the Qualifying Transaction. As of December 31, 2019, the Company did not deem a qualifying transaction probable and thus, no amounts were recorded in the consolidated financial statements. In conjunction with the IPO, the Company issued $56.9 million in the form of 2,475,830 restricted stock units to these key employees based upon the initial offering price of $23.00 per share. These awards vest over time but are not subject to continued service. See Note 23 for more information on the Company’s equity-based compensation plan. |
Redeemable Preferred Units
Redeemable Preferred Units | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Preferred Units | 19. As of December 31, 2019, Shift4 Payments, LLC had 430 non-convertible redeemable preferred units (with a stated value at $100,000 per unit) authorized, issued and outstanding with a carrying value and liquidation value of $43.0 million. The redeemable preferred units earned a preferred dividend, which could be paid in cash or preferred units at a rate of 10.50% per annum, compounded quarterly. Any unpaid accumulated dividends were required to be paid prior to any other membership interest. The principal of the Redeemable Preferred units was payable only after all Common Unit holders were paid in full. The dividend was limited to $5.0 million each calendar year. Holders of redeemable preferred units were not entitled to vote on any matters of the Company’s affairs and had no preemptive rights. Redeemable preferred units could have been redeemed in cash, in whole or in part, at the option of the Company, at a redemption price equal to the stated value of the unit. In the event of the sale of the Company or qualified public offering (i.e., IPO with aggregate offering prices in excess of $150.0 million), each redeemable preferred unit became mandatorily redeemable at a redemption price equal to the stated value per unit (subject to the prior discharge of and full satisfaction of loans and the First Lien Term Loan Facility and Second Lien Term Loan Facility). As such, the redeemable preferred units were classified in temporary equity as they represented a contingently redeemable security. Redeemable preferred units could not have been transferred at any time, without prior consent of the Company. During the years ended December 31, 2020, 2019 and 2018, In connection with the Reorganization Transactions, the redeemable preferred units were converted into LLC Interests. |
Stockholders' Equity_Members' D
Stockholders' Equity/Members' Deficit | 12 Months Ended |
Dec. 31, 2020 | |
Members Equity [Abstract] | |
Stockholders' Equity/Members' Deficit | 20. Structure prior to the Reorganization Transactions Prior to the completion of the Reorganization Transactions, Shift4 Payments, LLC had LLC Interests outstanding in the form of Class A Common units and Class B Common units. As of December 31, 2019, the Company was authorized to issue 100,000 Class A Common units, and as of December 31, 2019, 60,000 units were issued and outstanding to Searchlight II GWN, L.P., or SCP or SCP Common Units, and 40,000 units were issued and outstanding to Rook Holdings Inc., or Rook or Rook Common Units, a wholly owned corporation of which the Company’s current Chief Executive Officer is the sole stockholder. Prior to May 31, 2021, Class A Common units were non-transferrable, except in the event the Company’s current Chief Executive Officer was terminated for a reason other than for cause or resignation; all Class A Common units (but not less than all) held by Rook could be transferred. Members holding Class A Common units were entitled to one vote per unit. As of December 31, 2019, the Company had 1,010 Class B Common units authorized, issued and outstanding. Members holding Class B Common units were not entitled to vote on any matters of the Company and were not entitled to any distributions until aggregate distributions to holders of Class A Common units exceed $565.2 million, after which holders of Class B Common units were entitled to 1.11% of distributions to holders of Class A Common units and Class B Common units up to $655.0 million, after which holders of Class B Common units share in distributions with holders of Class A Common units on a pro rata basis. In addition, if aggregate distributions to holders of Class A Common units exceeded $565.2 million, holders of Class B Common units were entitled to a special distribution of $9.0 million, divided on a pro rata basis. Immediately prior to the completion of the Reorganization Transactions, the LLC Interests of Shift4 Payments, LLC were beneficially owned as set forth below. • Searchlight owned 28,889,790 Class A units, representing 52.3% economic interest in Shift4 Payments, LLC. • Rook owned 25,829,016 Class A units, representing 46.7% economic interest in Shift4 Payments, LLC. • A former equity owner owned 528,150 Class B units, representing 1.0% economic interest in Shift4 Payments, LLC. Amendment and Restatement of Certificate of Incorporation In connection with the Reorganization Transactions, the Company’s certificate of incorporation was amended and restated to, among other things, provide for the (i) authorization of 300,000,000 shares of Class A common stock with a par value of $0.0001 per share; (ii) authorization of 100,000,000 shares of Class B common stock with a par value of $0.0001 per share; (iii) authorization of 100,000,000 shares of Class C common stock with a par value of $0.0001 per share; and (iv) authorization of 20,000,000 shares of preferred stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote per share, and holders of Class B and Class C common stock are entitled to ten votes per share. Holders of Class A, Class B, and Class C common stock will vote together as a single class on all matters presented to the Company’s stockholders for their vote of approval, except for certain amendments to the Company’s Certificate of Incorporation or as otherwise required by law. Holders of the Class A and Class C common stock are entitled to receive dividends, and upon the Company’s dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A and Class C common stock will be entitled to receive pro rata the Company’s remaining assets available for distribution. Holders of the Company’s Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon dissolution or liquidation of the Company. Holders of Class A, Class B, and Class C common stock do not have pre-emptive or subscription rights, and there will be no redemption or sinking fund provisions applicable to any class of common stock. Holders of Class A and Class B common stock do not have conversion rights. Shares of Class C common stock can only be held by the Continuing Equity Owners or their permitted transferees, and if any such shares are transferred to any other person, they will automatically convert into shares of Class A common stock on a one-to-one basis. Shares of Class B common stock will be issued in the future only to the extent necessary to maintain a one-to-one ratio between the number of LLC Interests held by the Continuing Equity Owners and the number of shares of Class B common stock issued to each of the Continuing Equity Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests (subject to certain exceptions). Only permitted transferees of LLC Interests held by the Continuing Equity Owners will be permitted transferees of Class B common stock. Recapitalization of Shift4 Payments, LLC In connection with the Reorganization Transactions, and the amendment and restatement of the Shift4 Payments, LLC Agreement, the Company modified its capital structure and converted all existing ownership interests in Shift4 Payments, LLC (including the redeemable preferred units) into LLC Interests of a single class. In connection with the recapitalization: • A total of 528,150 LLC Interests held by a former equity owner were exchanged for an equal number of shares of Class A common stock of Shift4 Payments, Inc. • The Company acquired 15,513,817 LLC Interests from Searchlight in exchange for an equal number of shares of Class C common stock of Shift4 Payments, Inc. • The Company issued 915,503 shares of Class A common stock to satisfy a contingent liability of Shift4 Payments, LLC arising from a previous acquisition. In exchange, Shift4 Payments, LLC issued 915,503 LLC Interests to Shift4 Payments, Inc. • The Company issued 39,204,989 shares of Class B common stock to the Continuing Equity Owners on a one-for-one basis to the corresponding LLC Interests held by each of the Continuing Equity Owners. Initial Public Offering As described in Note 1, the Company completed its IPO of 17,250,000 shares of Class A common stock, including 2,250,000 shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $23.00 per share. The Company received net proceeds of approximately $362.6 million, after deducting underwriting discounts and commissions and offering expenses. Concurrently with the IPO, the Company also completed a $100.0 million private placement of 4,625,346 shares of Class C common stock, which were valued by a third party at a price per share equal to the purchase price. The total net proceeds from the IPO and concurrent private placement were approximately $462.6 million. The Company used the total proceeds to purchase newly issued LLC Interests from Shift4 Payments, LLC. Shift4 Payments, LLC used these amounts received from Shift4 Payments, Inc. to repay certain existing indebtedness and for general corporate purposes. Follow-on Offerings As described in Note 1, in September 2020, the Company completed an offering of 2,000,000 shares of its Class A common stock, and Searchlight and a former equity owner, sold 7,856,373 and 143,627 shares, respectively, of Class A common stock at a price to the public of $48.50 per share. In October 2020, Searchlight and a former equity owner sold an additional 1,473,070 and 26,930 shares, respectively, of Class A common stock pursuant to the exercise by the underwriters of their option to purchase additional shares. The Company received net proceeds from the September Follow-on Offering of $93.1 million, after deducting underwriting discounts and commissions and offering expenses of approximately $3.9 million. The Company did not receive any of the proceeds from the sale of Class A common stock by the selling stockholders. The total net proceeds from the September Follow-on Offering were used to purchase newly-issued LLC Interests directly from Shift4 Payments, LLC at a price per unit equal to the price to the public of Class A common stock in the September Follow-on Offering, less underwriting discounts and commissions. Shift4 Payments, LLC used these amounts received from Shift4 Payments, Inc. for general corporate purposes. In connection with the September Follow-on Offering, the Company also completed the following transactions: • The redemption by Searchlight of 4,319,532 LLC Interests in exchange for 4,319,532 shares of Class A common stock, and an immediate cancellation of an equivalent number of shares of Class B common stock. • The conversion of 5,009,911 shares of Class C common stock held by Searchlight to 5,009,911 shares of Class A common stock. In December 2020, Searchlight sold 9,200,000 shares of the Company’s Class A common stock in a registered public offering. The Company did not sell any shares of Class A common stock in the December Follow-on Offering and did not receive any of the proceeds from, nor incur any expenses for, the sale of shares by Searchlight in the December Follow-on Offering. Searchlight has agreed to reimburse the Company for the costs of the December Follow-on Offering. In connection with the December Follow-on Offering, the Company also completed the following transactions: • The redemption by Searchlight • The conversion of 4,940,400 shares of Class C common stock held by Searchlight to 4,940,400 shares of Class A common stock sold. |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 21. Noncontrolling Interests Shift4 Payments, Inc. is the sole managing member of Shift4 Payments, LLC, and consolidates the financial results of Shift4 Payments, LLC. The noncontrolling interests balance represents the economic interest in Shift4 Payments, LLC held by the Continuing Equity Owners. The following table summarizes the ownership of LLC Interests in Shift4 Payments, LLC: LLC Interests Ownership percentage Shift4 Payments, Inc. Continuing Equity Owners Total Shift4 Payments, Inc. Continuing Equity Owners Total Balances at June 4, 2020 38,832,816 39,204,989 78,037,805 49.8 % 50.2 % 100.0 % Issuance of LLC units 2,514,854 — 2,514,854 1.5 % (1.5 %) — Redemption of LLC units 8,579,132 (8,579,132 ) — 10.7 % (10.7 %) — Balances at December 31, 2020 49,926,802 30,625,857 80,552,659 62.0 % 38.0 % 100.0 % The Continuing Equity Owners have the right to require the Company to redeem their LLC Interests for, at the option of the Company, determined solely by the Company’s independent directors, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each LLC Interest redeemed. In connection with the exercise of the redemption or exchange of LLC Interests (1) the Continuing Equity Owners will be required to surrender a number of shares of Class B common stock registered in the name of such redeeming or exchanging Continuing Equity Owner (or its applicable affiliate), which the Company will cancel for no consideration on a one-for-one basis with the number of LLC Interests so redeemed or exchanged and (2) all redeeming members will surrender LLC Interests to Shift4 Payments, LLC for cancellation. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | 22. The Company maintains a defined contribution plan under Section 401(k) of the Internal Revenue Code covering full-time employees who meet minimum age and service requirements. The provisions of the plan include a discretionary corporate contribution. The Company’s expense for discretionary matching contributions, which is included in “General and administrative expenses” in the Consolidated Statements of Operations, was $0.4 million, $1.2 million and $0.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Equity-based Compensation
Equity-based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-based Compensation | 23. Equity-based Compensation 2020 Incentive Award Plan In June 2020, the Company adopted the 2020 Incentive Award Plan, or 2020 Plan, which provides for the grant of stock options, restricted stock dividend equivalents, stock payments, RSUs, stock appreciation rights, and other stock or cash awards. A maximum of 5,750,000 shares of the Company’s common stock is available for issuance under the 2020 Plan. The number of shares available for issuance is subject to an annual increase on the first day of each year beginning in 2021 and ending in and including 2030, equal to the lesser of (1) 1% of the outstanding shares of all classes of the Company’s common stock on the last day of the immediately preceding fiscal year and (2) such lesser amount as determined by the Company’s board of directors. RSUs and PRSUs RSUs represent the right to receive shares of the Company’s Class A common stock at a specified date in the future. In connection with the IPO, the Company granted 4,690,167 RSUs under the 2020 Plan, consisting of: • 2,475,830 RSUs not subject to continued service, which vest in June 2021. • 421,548 RSUs subject to continued service, which vested 50% in December 2020, and the remaining 50% in December 2021. • 1,764,535 RSUs subject to continued service, vesting in equal installments at each anniversary of the grant date, over a three-year period. • 28,254 RSUs subject to continued service, granted to non-employee directors, which vest in June 2021. Each non-employee director is also entitled to an annual grant of RSUs valued at $0.1 million on the date of grant and which will vest in full on the date of the Company’s annual shareholder meeting immediately following the date of grant, subject to the non-employee director continuing in service through such meeting date. Additionally, for the year ended December 31, 2020, the Company granted: • 107,105 RSUs subject to continued service, vesting 20% in October 2021, 30% in October 2022, and 50% in October 2023. • 195,952 RSUs subject to continued service, vesting in equal installments at each anniversary of the grant date, over a three-year period. • 71,403 PRSUs, subject to continued service, which vest in 25% increments based on achievement of certain targets related to the number of new end-to-end merchant sign-ups. The RSU activity for the year ended December 31, 2020 was as follows: Year Ended December 31, 2020 Number of RSUs Weighted Average Grant Date Fair Value Unvested balance at beginning of period — $ — Granted 5,064,627 24.30 Vested (201,425 ) 23.00 Forfeited or cancelled (22,694 ) 23.27 Unvested balance at end of period 4,840,508 $ 24.35 The grant date fair value of RSUs and PRSUs subject to continued service was determined based on the price of the Company’s Class A common stock on the grant date (or, in the case of the RSUs granted in connection with the IPO, the IPO price of $23.00 per share). The grant date fair value of the RSUs not subject to continued service was determined using the Finnerty discount for lack of marketability pricing model, taking into account the vesting provisions on the shares prior to June 2021. The Company recognized equity-based compensation expense and an income tax benefit from equity-based compensation expense of $66.2 million and $2.0 million, respectively, for the year ended December 31, 2020. At December 31, 2020, the total unrecognized equity-based compensation expense related to outstanding RSUs and PRSUs was |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | 24. The following table presents the calculation of basic and diluted net loss per share for the periods following the Reorganization Transactions under the two-class method. See Note 2 for additional information related to basic and diluted net loss per share. Basic and diluted loss per share of the Company is calculated for the Company's current outstanding classes of common stock. Prior to the Reorganization Transactions, the Shift4 Payments, LLC membership structure included Class A Common units and Class B Common units. Certain of these units were exchanged for Class A and Class C common stock of the Company in the Reorganization Transactions, but not in a proportionate manner, with the remaining units reflecting a noncontrolling interest in the Company. Therefore, loss per unit information has not been presented for the years ended December 31, 2019 and 2018 given the completion of the Reorganization Transactions on June 4, 2020, which created the Company's current capital structure, which is not reflective of the capital structure and relative ownership of the Company’s business prior to the Reorganization Transactions in a manner similar to a stock split. Basic and diluted net loss per share for the year ended December 31, 2020 represents the period from June 5, 2020 to December 31, 2020, the period where the Company had outstanding Class A and Class C common stock following the Reorganization Transactions. Basic net loss per share has been computed by dividing net loss attributable to common shareholders for the period subsequent to the Reorganization Transactions by the weighted average number of shares of common stock outstanding for the same period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period in which the shares were outstanding. The net loss attributable to Shift4 Payments, Inc. has been adjusted to reflect an additional loss of $1.0 million attributable to common stockholders. Such adjustment is necessary to determine the loss allocation considering the weighted average Shift4 Payments, LLC units held by the Company during the period pursuant to ASC 260, “Earnings Per Share.” Diluted net loss per share has been computed in a manner consistent with that of basic net loss per share while giving effect to all shares of potentially dilutive common stock that were outstanding during the period. Year Ended December 31, 2020 Net loss $ (111.4 ) Less: Net loss attributable to Shift4 Payments, LLC prior to the Reorganization Transaction 77.9 Less: Net loss attributable to noncontrolling interests subsequent to the Reorganization Transactions 15.1 Net loss attributable to Shift4 Payments, Inc. $ (18.4 ) Adjustment to net loss attributable to common stockholders $ (1.0 ) Net loss attributable to common stockholders $ (19.4 ) Numerator - Basic and Diluted: Net loss attributable to common stockholders $ (19.4 ) Allocation of net loss among common stockholders: Net loss allocated to Class A common stock $ (12.1 ) Net loss allocated to Class C common stock $ (7.3 ) Denominator - Basic and Diluted: Weighted average shares of Class A common stock outstanding 28,148,355 Weighted average shares of Class C common stock outstanding 16,882,903 Net loss per share - Basic and Diluted: Class A common stock $ (0.43 ) Class C common stock $ (0.43 ) The following were excluded from the calculation of diluted net loss per share as the effect would be anti-dilutive. Year Ended December 31, 2020 LLC Interests that convert into potential Class A common shares 30,625,857 Restricted stock units - employee 2,265,021 Restricted stock units - non-employee directors 39,745 Performance restricted stock units 71,403 Convertible Senior Notes due 2025 55,527,836 Total 88,529,862 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 25. Supplemental cash flows information consisted of the following: Year Ended December 31, 2020 2019 2018 Cash paid for income taxes, net of refunds $ 0.8 $ 0.2 $ 0.5 Cash paid for interest $ 39.2 $ 47.2 $ 35.9 Noncash operating activity Deferred compensation settled with restricted stock units $ 2.1 $ — $ — Noncash investing activities Shares issued in connection with 3dcart Acquisition $ 19.2 $ — $ — Equipment for lease $ 2.0 $ — $ — Capitalized software development costs $ 0.6 $ 0.9 $ — Noncash financing activities Contingent consideration settled with Class A common stock $ 21.1 $ — $ — Short-term financing for directors and officers insurance $ 3.4 $ — $ — Preferred return on preferred stock settled with LLC Interests $ 2.3 $ — $ — Accrued preferred return on redeemable preferred units $ — $ 1.2 $ 4.7 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segments | 26. Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker, or CODM, for the purposes of allocating resources and evaluating financial performance. The Company’s CODM is the chief executive officer, who reviews financial information on a consolidated level for purposes of allocating resources and evaluating financial performance, and as such, the Company’s operations constitute one operating segment and one reportable segment. No single customer accounted for more than 10% of the Company’s revenue during the years ended December 31, 2020, 2019 and 2018. The Company’s operations are concentrated in the United States. The following table summarizes gross revenue by revenue type: Year Ended December 31, 2020 2019 2018 Payments-based revenue $ 684.2 $ 643.6 $ 485.2 Subscription and other revenues 82.7 87.8 75.4 Total gross revenue 766.9 731.4 560.6 Less: network fees 443.9 425.9 307.9 Less: Other costs of sales 145.2 132.1 112.0 Gross profit $ 177.8 $ 173.4 $ 140.7 |
Unaudited Quarterly Financial D
Unaudited Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Financial Data | 27. The following tables present our unaudited consolidated results of operations for 2020 and 2019. For the three months ended March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 Gross revenue $ 199.4 $ 141.8 $ 214.8 $ 210.9 Cost of sales 156.0 110.2 163.3 159.6 Gross profit 43.4 31.6 51.5 51.3 General and administrative expenses 21.1 88.3 35.4 35.2 Depreciation and amortization expense 10.5 10.4 16.2 14.8 Professional fees 1.7 1.2 2.9 4.9 Advertising and marketing expenses 1.3 0.8 0.8 1.1 Restructuring expenses 0.2 0.1 0.1 — Transaction-related expenses — — — 0.8 Other operating (income) expense, net — (12.4 ) — — Total operating expenses 34.8 88.4 55.4 56.8 Income (loss) income from operations 8.6 (56.8 ) (3.9 ) (5.5 ) Loss on extinguishment of debt — (7.1 ) — (9.5 ) Other income, net (0.1 ) 0.2 0.5 - Interest expense (13.3 ) (11.7 ) (7.1 ) (8.1 ) Loss before income taxes (4.8 ) (75.4 ) (10.5 ) (23.1 ) Income tax (provision) benefit (0.3 ) 0.6 0.7 1.4 Net loss (1) (5.1 ) (74.8 ) (9.8 ) (21.7 ) Net loss attributable to noncontrolling interests (2) (5.1 ) (73.8 ) (4.8 ) (9.3 ) Net loss attributable to Shift4 Payments, Inc. (3) $ — $ (1.0 ) $ (5.0 ) $ (12.4 ) Basic and diluted net loss per share: (4) Class A net loss per share $ (0.03 ) $ (0.12 ) $ (0.28 ) Class C net loss per share $ (0.03 ) $ (0.12 ) $ (0.28 ) (1) Net loss is equal to comprehensive loss. (2) Net loss attributable to noncontrolling interests is equal to comprehensive loss attributable to noncontrolling interests. The three months ended March 31 and June 30, 2020 include $5.1 million and $72.8 million, respectively, of net loss incurred prior to the Reorganization Transactions through June 4, 2020, the date the SEC declared effective the Company’s Registration Statement on S-1 filed in connection with its IPO. See Note 1 for additional information. (3) Net loss attributable to Shift4 Payments, Inc. is equal to comprehensive loss attributable to Shift4 Payments, Inc. (4) The sum of the quarterly net loss per share amounts may not equal the full year amount reported since per share amounts are computed independently for each quarter and for the full year based upon the respective weighted-average common shares outstanding and other potentially dilutive common shares for each respective period. Basic and diluted loss per share of the Company is calculated for the Company's current outstanding classes of common stock. Prior to the Reorganization Transactions, the Shift4 Payments, LLC membership structure included Class A Common units and Class B Common units. Certain of these units were exchanged for Class A and Class C common stock of the Company in the Reorganization Transactions, but not in a proportionate manner, with the remaining units reflecting noncontrolling interest in the Company. Therefore, loss per unit information has not been presented for the year ended December 31, 2019 or the three months ended March 31, 2020 given the completion of the Reorganization Transactions on June 4, 2020, which created the Company's current capital structure, which is not reflective of the capital structure and relative ownership of the Company’s business prior to the Reorganization Transactions in a manner similar to a stock split. Basic and diluted net loss per share for the three months ended June 30, 2020 represents the period from June 5, 2020 to June 30, 2020, the period where the Company had outstanding Class A and Class C common stock following the Reorganization Transactions. For the three months ended March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 Gross revenue $ 155.0 $ 180.5 $ 193.8 $ 202.1 Cost of sales 117.7 138.3 148.5 153.5 Gross profit 37.3 42.2 45.3 48.6 General and administrative expenses 24.2 24.5 36.1 32.3 Depreciation and amortization expense 9.8 9.8 10.1 10.5 Professional fees 1.8 2.0 3.3 3.3 Advertising and marketing expenses 1.4 1.4 1.6 1.9 Restructuring expenses 0.2 0.1 3.4 0.1 Total operating expenses 37.4 37.8 54.5 48.1 (Loss) income from operations (0.1 ) 4.4 (9.2 ) 0.5 Other income, net 0.2 0.7 0.1 — Interest expense (12.5 ) (12.7 ) (12.9 ) (13.4 ) Loss before income taxes (12.4 ) (7.6 ) (22.0 ) (12.9 ) Income tax provision (0.3 ) (0.4 ) (0.5 ) (0.5 ) Net loss (1) $ (12.7 ) $ (8.0 ) $ (22.5 ) $ (13.4 ) (1) Net loss is equal to comprehensive loss. The following tables set forth the effects of the revisions of previously issued unaudited quarterly consolidated financial data to correct for prior period errors as described in “Revision of Previously Issued Financial Statements” in Note 2. The revision of our 2020 quarterly financial statements will be effected in connection with the issuance of quarterly filings on Form 10-Q for the year ended December 31, 2021. For the three months ended March 31, 2020 For the three months ended June 30, 2020 Consolidated Statement of Operations As previously reported Adjustment As revised As previously reported Adjustment As revised Cost of sales $ 154.9 $ 1.1 $ 156.0 $ 109.5 $ 0.7 $ 110.2 Gross profit 44.5 (1.1 ) 43.4 32.3 (0.7 ) 31.6 General and administrative expenses 22.3 (1.2 ) 21.1 89.2 (0.9 ) 88.3 Total operating expenses 36.0 (1.2 ) 34.8 89.3 (0.9 ) 88.4 Income (loss) from operations 8.5 0.1 8.6 (57.0 ) 0.2 (56.8 ) Loss before income taxes (4.9 ) 0.1 (4.8 ) (75.6 ) 0.2 (75.4 ) Net loss (1) (5.2 ) 0.1 (5.1 ) (75.0 ) 0.2 (74.8 ) Basic and diluted net loss per share - Class A and Class C (0.03 ) — (0.03 ) For the three months ended September 30, 2020 Consolidated Statement of Operations As previously reported Adjustment As revised General and administrative expenses 35.5 (0.1 ) 35.4 Total operating expenses 55.5 (0.1 ) 55.4 Income (loss) from operations (4.0 ) 0.1 (3.9 ) Loss before income taxes (10.6 ) 0.1 (10.5 ) Net loss (1) (9.9 ) 0.1 (9.8 ) Basic and diluted net loss per share - Class A and Class C (0.12 ) — (0.12 ) For the three months ended March 31, 2019 For the three months ended June 30, 2019 Consolidated Statement of Operations As previously reported Adjustment As revised As previously reported Adjustment As revised Cost of sales $ 116.4 $ 1.3 $ 117.7 $ 136.9 $ 1.4 $ 138.3 Gross profit 38.6 (1.3 ) 37.3 43.6 (1.4 ) 42.2 General and administrative expenses 26.5 (2.3 ) 24.2 26.1 (1.6 ) 24.5 Total operating expenses 39.7 (2.3 ) 37.4 39.4 (1.6 ) 37.8 Income (loss) from operations (1.1 ) 1.0 (0.1 ) 4.2 0.2 4.4 Loss before income taxes (13.4 ) 1.0 (12.4 ) (7.8 ) 0.2 (7.6 ) Income tax benefit (provision) (0.1 ) (0.2 ) (0.3 ) (0.4 ) — (0.4 ) Net loss (1) (13.5 ) 0.8 (12.7 ) (8.2 ) 0.2 (8.0 ) For the three months ended September 30, 2019 For the three months ended December 31, 2019 Consolidated Statement of Operations As previously reported Adjustment As revised As previously reported Adjustment As revised Cost of sales $ 147.2 $ 1.3 $ 148.5 $ 151.9 $ 1.6 $ 153.5 Gross profit 46.6 (1.3 ) 45.3 50.2 (1.6 ) 48.6 General and administrative expenses 37.5 (1.4 ) 36.1 34.3 (2.0 ) 32.3 Total operating expenses 55.9 (1.4 ) 54.5 50.1 (2.0 ) 48.1 Income (loss) from operations (9.3 ) 0.1 (9.2 ) 0.1 0.4 0.5 Loss before income taxes (22.1 ) 0.1 (22.0 ) (13.3 ) 0.4 (12.9 ) Net loss (1) (22.6 ) 0.1 (22.5 ) (13.8 ) 0.4 (13.4 ) (1) Net loss is equal to comprehensive loss. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 28. Subsequent Events Amended and Restated Revolving Credit Facility On January 29, 2021, the Company amended and restated its First Lien Credit Agreement, or the Amended Credit Agreement, and increased the borrowing capacity under the Revolving Credit Facility to $100.0 million. $25.0 million of the Revolving Loan Facility is available for letters of credit. The Revolving Credit Facility matures on January 29, 2026, or, if greater than $150.0 million aggregate principal amount of the Company’s convertible notes remains outstanding on September 15, 2025, on that date. See Note 12 for more information. Acquisition On March 3, 2021, the Company acquired VenueNext, a leader in integrated payments solutions in sporting arenas and event complexes, for approximately $41.5 million in cash and $30.5 million in shares of the Company’s Class A common stock. Due to the timing of the acquisition, the initial accounting for the acquisition, including the valuation of assets and liabilities acquired is incomplete. As such, the Company is not able to disclose certain information including the preliminary fair value of assets acquired and liabilities assumed. Advertising and marketing In the first quarter of 2021, the Company expects to incur a significant amount of expenses related to the integration of 3dcart as it is rebranded as Shift4Shop. These expenses are anticipated to be nonrecurring in nature. Inspiration4 On February 28, 2021, the Company accepted the transfer of a seat onboard Inspiration4, the first all-civilian mission to space, from the Founder of the Company. The seat was transferred to the Company at no cost and will be awarded to an entrepreneur through a contest being run by the Company in the first quarter of 2021. The Company is currently evaluating any impact this may have on the first quarter 2021 financial results. SpaceX In February 2021, the Company committed up to $27.5 million to purchase shares of Space Exploration Technologies Corp., or SpaceX, which designs, manufactures, and launches advanced rockets, spacecraft, and satellites. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Initial Public Offering and Concurrent Private Placement | Initial Public Offering and Concurrent Private Placement On June 4, 2020, the Securities and Exchange Commission, or the SEC, declared effective the Company’s Registration Statement on Form S-1 (File No. 333-238307), as amended, filed in connection with its IPO, or the Registration Statement. The Company’s Class A common stock started trading on The New York Stock Exchange on June 5, 2020. On June 9, 2020, the Company completed its IPO of 17,250,000 shares of Class A common stock, including 2,250,000 shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $23.00 per share. Upon completion of the IPO, the Company received net proceeds of approximately $362.6 million, after deducting underwriting discounts and commissions and offering expenses of approximately $34.2 million. Concurrently with the IPO, the Company also completed a $100.0 million private placement of 4,625,346 shares of Class C common stock to Rook Holdings Inc., or Rook, a corporation wholly-owned by the Company’s Founder and Chief Executive Officer. The total net proceeds from the IPO and concurrent private placement were approximately $462.6 million. Shift4 Payments, Inc. used the proceeds to purchase newly-issued limited liability company interests from Shift4 Payments, LLC, or LLC Interests. Shift4 Payments, LLC used these amounts received from Shift4 Payments, Inc. to repay certain existing indebtedness and for general corporate purposes. See Note 12 for more information. |
Reorganization Transactions | Reorganization Transactions In connection with the IPO, the Company completed the following transactions, or the Reorganization Transactions: • The limited liability company agreement of Shift4 Payments, LLC was amended and restated to, among other things, (1) convert all existing ownership interests in Shift4 Payments, LLC (including redeemable preferred units) into a single class of LLC Interests and (2) appoint Shift4 Payments, Inc. as the sole managing member of Shift4 Payments, LLC. See Note 20 for additional information. • The certificate of incorporation of Shift4 Payments, Inc. was amended to, among other things, authorize three classes of common stock: Class A common stock, Class B common stock, Class C common stock, and one class of preferred stock. Class A and Class C common stock have both voting and economic rights while Class B common stock has voting rights but no economic rights. See Note 20 for additional information. • The Company acquired all the LLC Interests held by a former equity owner of Shift4 Payments, LLC in exchange for an equivalent number of shares of Class A common stock. See Note 20 for additional information. • The Company acquired a portion of the LLC Interests held by certain affiliates of Searchlight Capital Partners, or Searchlight, in exchange for shares of Class B and Class C common stock. The Reorganization Transactions resulted in the Company becoming the sole managing member of Shift4 Payments, LLC. As the sole managing member of Shift4 Payments, LLC, the Company operates and controls all of the business and affairs of Shift4 Payments, LLC. Accordingly, the Company consolidates the financial results of Shift4 Payments, LLC, and reports a noncontrolling interest in its consolidated financial statements representing the economic interest in Shift4 Payments, LLC held by Rook and Searchlight (together, the Continuing Equity Owners). As the Reorganization Transactions are considered transactions between entities under common control, the financial statements for the periods prior to the IPO and Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Reorganization Transactions, Shift4 Payments, Inc. had no operations. |
Follow-on Offerings | Follow-on Offerings On September 15, 2020, the Company completed a follow-on offering, in which it issued and sold 2,000,000 shares of its Class A common stock, and Searchlight and a former equity owner, which we refer to together as the selling stockholders, sold 7,856,373 and 143,627 shares of Class A common stock, respectively, at a price to the public of $48.50 per share, or the September Follow-on Offering. On October 6, 2020, Searchlight and a former equity owner sold an additional 1,473,070 and 26,930 shares of Class A common stock, respectively, pursuant to the exercise by the underwriters of their option to purchase additional shares. The Company received net proceeds from the September Follow-on Offering of $93.1 million, after deducting underwriting discounts and commissions and offering expenses of approximately $3.9 million. Searchlight has agreed to reimburse the Company for its allocable share of costs of the September Follow-on Offering. The Company did not receive any of the proceeds from the sale of Class A common stock by the selling stockholders. The total net proceeds from the September Follow-on Offering were used to purchase newly-issued LLC interests directly from Shift4 Payments, LLC at a price per unit equal to the price to the public of Class A common stock in the Follow-on Offering, less underwriting discounts and commissions. Shift4 Payments, LLC used these amounts received from Shift4 Payments, Inc. for general corporate purposes. In connection with the September Follow-on Offering, the Company also completed the following transactions: • The redemption by Searchlight of 4,319,532 LLC Interests in exchange for 4,319,532 shares of Class A common stock, and an immediate cancellation of an equivalent number of shares of Class B common stock. • The conversion of 5,009,911 shares of Class C common stock held by Searchlight In December 2020, the Company completed a follow-on offering where Searchlight sold 9,200,000 shares of the Company’s Class A common stock in a registered public offering at a price to the public of $55.50 per share, or the December Follow-on Offering. The Company did not sell any shares of Class A common stock in the December Follow-on Offering and did not receive any of the proceeds from, nor incur any expense for, the sale of shares by Searchlight in the December Follow-on Offering. Searchlight has agreed to reimburse the Company for the costs of the December Follow-on Offering. In connection with the December Follow-on Offering, the Company also completed the following transactions: • The redemption by Searchlight • The conversion of 4,940,400 shares of Class C common stock held by Searchlight to 4,940,400 shares of Class A common stock sold. Senior Notes Offering – 2026 Notes On October 29, 2020, Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc. completed the issuance and sale of $450.0 million aggregate principal amount of 4.625% Senior Notes due 2026, or the 2026 Notes, to qualified institutional buyers in an offering exempt from registration under the Securities Act. The Company received net proceeds, after deducting initial purchasers’ discounts and estimated offering expenses, of approximately $442.8 million from the offering of the Notes. The net proceeds of the 2026 Notes, together with cash on hand, were used to repay all indebtedness outstanding under the First Lien Term Loan Facility. Convertible Notes Offering – 2025 Notes In December 2020, Shift4 Payments, Inc. issued an aggregate $690.0 million of convertible senior notes due 2025 to qualified institutional buyers in an offering exempt from registration under the Securities Act. The Company received net proceeds, after deducting initial purchasers’ discounts and estimated offering expenses, of approximately $673.6 million from the Convertible Notes Offering. The net proceeds of the 2025 Notes Offering, together with cash on hand, will be used for general corporate purposes. Amended and Restated Revolving Credit Facility On January 29, 2021, Shift4 Payments, LLC amended and restated its First Lien Credit Agreement and increased the borrowing capacity under the Revolving Credit Facility to $100.0 million. The Revolving Credit Facility matures on September 15, 2025. A commitment fee of 0.5% of the unused commitment under the Revolving Credit Facility is payable quarterly. Interest is payable in arrears on any outstanding principal balance at a rate equal to the LIBO rate plus 3.5% or Alternate Base Rate, dependent on type of borrowing. |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. The consolidated financial statements include the accounts of Shift4 Payments, Inc. and its wholly-owned subsidiaries. Shift4 Payments, Inc. consolidates the financial results of Shift4 Payments, LLC, which is considered a variable interest entity, or VIE. Shift4 Payments, Inc. is the primary beneficiary and sole managing member of Shift4 Payments, LLC and has decision making authority that significantly affects the economic performance of the entity. As a result, the Company consolidates Shift4 Payments, LLC. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements reflect all adjustments consisting only of normal recurring adjustments necessary to state fairly the financial position, results of operations and cash flows for the years presented. The assets and liabilities of Shift4 Payments, LLC represent substantially all of the consolidated assets and liabilities of Shift4 Payments, Inc. with the exception of certain cash balances and the aggregate principal amount of $690.0 million of 2025 Notes that are held by Shift4 Payments, Inc. directly. See Note 12 for information on the accounting for the 2025 Notes. As of December 31, 2020, $684.5 million of cash was held by Shift4 Payments, Inc. Shift4 Payments Inc. had no cash or debt at December 31, 2019. For the years ended December 31, 2020 and 2019, Shift4 Payments Inc., which was established November 5, 2019, has not had any material operations on a standalone basis since its inception, and all of the operations of the Company are carried out by Shift4 Payments, LLC and its subsidiaries. |
Liquidity and Managements Plan | Liquidity and Management’s Plan The unprecedented and rapid spread of COVID-19 as well as the shelter-in place orders, promotion of social distancing measures, restrictions to businesses deemed non-essential, and travel restrictions implemented throughout the United States have significantly impacted the restaurant and hospitality industries. As a result, the Company’s revenues, which are largely tied to processing volumes in these verticals, were materially impacted beginning in the final two weeks of March 2020. The Company took proactive measures in April 2020 to reduce costs, preserve adequate liquidity and maintain its financial position. These included limiting discretionary spending across the organization, reducing spending through reprioritizing its capital projects, instituting a company-wide hiring freeze, reducing salaries for management across the organization, furloughing approximately 25% of its workforce and accelerating expense reduction plans related to previous acquisitions. Since late March, the Company has seen a significant recovery in its end-to-end payment volumes as merchants reopened their operations. As a result, as of December 31, 2020, substantially all of the Company’s workforce that was furloughed has been reinstated with additional hiring in certain areas to accommodate new merchant onboarding. Further, salary reductions were fully reinstated in October 2020 for management across the organization. While end-to-end volumes for the year ended December 31, 2020 have exceeded those for the year ended December 31, 2019, the ultimate impact that the COVID-19 pandemic will have on the Company’s consolidated results of operations in future periods remains uncertain. The Company will continue to evaluate the nature and extent of these potential impacts to its business, consolidated results of operations, and liquidity. As of December 31, 2020, the Company had $1,140.0 million outstanding under its credit facilities and was in compliance with the financial covenants under its debt agreements. The Company expects to be in compliance for at least 12 months following issuance of these consolidated financial statements. See Note 12 for further information on the Company’s debt obligations. On January 29, 2021, the Company amended and restated its First Lien Credit Agreement and increased the borrowing capacity under the Revolving Credit Facility to $100.0 million. The Revolving Credit Facility matures on January 29, 2026 or, if greater than $150.0 million aggregate principal amount of Shift4 Payments, LLC’s convertible notes remains outstanding on September 15, 2025, on that date. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include estimates of fair value of acquired assets and liabilities through business combinations, fair value of the liability and equity components of the convertible notes, fair value of contingent liabilities related to earnout payments and change of control, allowance for doubtful accounts, income taxes and noncontrolling interests. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ from these estimates. Additionally, the full impact of the COVID-19 pandemic is unknown and cannot be reasonably estimated. However, the Company has made accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are differences between these estimates and actual results, the consolidated financial statements may be materially affected. |
Revision of Previously Issued Financial Statements | Revision of Previously Issued Financial Statements During the course of preparing the Company’s consolidated financial statements for the year ended December 31, 2020, it was identified that $4.8 million of acquired technology recorded in “Other intangible assets, net” in the Consolidated Balance Sheet should have been impaired during fiscal year 2018. Although the Company has determined that this error did not have a material impact on its previously issued consolidated financial statements, it has revised the accompanying consolidated financial statements to correct for this error and to reflect the associated decrease in amortization expense of $0.6 million recorded in “Cost of Sales” for the year ended December 31, 2019. In addition, a misclassification of $6.2 million and $4.9 million was identified for the years ended December 31, 2019 and 2018, respectively, resulting from expensing equipment provided to customers under the Company’s warranty program as “General and administrative expenses” which should have been classified as “Cost of sales” in the accompanying Consolidated Statements of Operations. This misclassification, and other immaterial errors, have also been corrected in connection with the revision of the accompanying 2019 Consolidated Balance Sheet and 2019 and 2018 Consolidated Statements of Operations. The revisions had no net impact on cash flows from operating, investing or financing activities in the accompanying consolidated Statement of Cash Flows. The applicable notes to the accompanying consolidated financial statements have also been revised to correct for these errors. Refer to Note 27 for the impact of the errors and resulting revision on our unaudited interim quarterly financial information. The following are selected line items from the Company’s consolidated financial statements illustrating the effect of the revisions: As of December 31, 2019 Consolidated Balance Sheet As previously reported Adjustment As revised Other intangible assets, net $ 213.2 $ (4.0 ) $ 209.2 Total noncurrent assets 681.6 (4.0 ) 677.6 Total assets 788.0 (4.0 ) 784.0 Retained deficit (1) (178.4 ) (4.0 ) (182.4 ) Total stockholders' equity attributable to Shift4 Payments, Inc./members' (deficit) (28.9 ) (4.0 ) (32.9 ) Total liabilities and stockholders' equity/members' deficit 788.0 (4.0 ) 784.0 (1) As a result of the revisions, “Retained deficit” as of December 31, 2018 was revised from $113.3 million to $118.8 million. For the year ended December 31, 2019 For the year ended December 31, 2018 Consolidated Statement of Operations As previously reported Adjustment As revised As previously reported Adjustment As revised Cost of sales $ 552.4 $ 5.6 $ 558.0 $ 410.2 $ 9.7 $ 419.9 Gross profit 179.0 (5.6 ) 173.4 150.4 (9.7 ) 140.7 General and administrative expenses 124.4 (7.3 ) 117.1 83.7 (3.9 ) 79.8 Total operating expenses 185.1 (7.3 ) 177.8 157.7 (3.9 ) 153.8 Loss from operations (6.1 ) 1.7 (4.4 ) (7.3 ) (5.8 ) (13.1 ) Loss before income taxes (56.6 ) 1.7 (54.9 ) (53.7 ) (5.8 ) (59.5 ) Income tax benefit (provision) (1.5 ) (0.2 ) (1.7 ) 3.8 0.3 4.1 Net loss (1) (58.1 ) 1.5 (56.6 ) (49.9 ) (5.5 ) (55.4 ) (1) Net loss is equal to comprehensive loss. |
Cash and Cash Equivalents | Cash and cash equivalents Highly liquid investments with maturities of three months or less at the date of the purchase are considered to be cash equivalents and are stated at cost, which approximates fair value. Cash equivalents consist of highly liquid investments in money market funds and were $886.7 million at December 31, 2020. There were no cash equivalents at December 31, 2019. The Company maintains its cash with high credit quality financial institutions. The total cash balances insured by the Federal Deposit Insurance Corporation, or FDIC, are up to $250 thousand per bank. |
Accounts Receivable | Accounts Receivable Accounts receivable are primarily comprised of amounts due from the Company’s processing partners. The receivables are typically received within 10 business days following the end of the month. In addition, accounts receivable includes amounts due from merchants for point-of-sale software, support services, and other miscellaneous service fees, as well as receivables related to chargeback transactions, as described below. Accounts receivable are stated at the invoice amount. Disputes between a cardholder and a merchant periodically arise as a result of, among other things, cardholder dissatisfaction with merchandise quality, unsatisfactory merchant services, nondelivery of goods or nonperformance of services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction is “charged back” to the merchant, which means the disputed amount is refunded to the cardholder through the acquiring bank and charged to the merchant. If the merchant has inadequate funds, the Company must bear the credit risk for the full amount of the transaction. The Company’s sponsorship bank holds merchant funds that are available to meet merchant chargeback liabilities if the merchant has inadequate funds to the meet the obligation. Total merchant funds held at the Company’s sponsorship bank totaled $4.6 million and $4.8 million as of December 31, 2020 and 2019, respectively. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s best estimate of accounts that will not be collected. The allowance for doubtful accounts is primarily comprised of (1) credit risk associated with processing receivables where the credit card or automatic clearing house, or ACH, transaction to settle the customer accounts was rejected and the Company estimates an amount to be uncollectible and (2) transactions disputed by a cardholder in which the Company bears the credit risk. The allowance is based on current economic trends, historical loss experience, and any current or forecasted risks identified through collection matters. Any change in the assumptions used may result in an additional allowance for doubtful accounts being recognized in the period in which the change occurs. Changes in the allowance related to charge-back receivables are recognized within “Cost of sales” in the Consolidated Statements of Operations. Changes in the allowance for all other receivables are recognized within “General and administrative expenses” in the Consolidated Statements of Operations. The change in the Company’s allowance for doubtful accounts was as follows: December 31, 2020 2019 2018 Beginning balance $ 2.5 $ 2.7 $ 0.5 Additions to expense 7.6 2.8 2.2 Write-offs, net of recoveries and other adjustments (4.4 ) (3.0 ) — Ending balance $ 5.7 $ 2.5 $ 2.7 |
Accounts Payable | Accounts Payable Accounts payable are primarily comprised of amounts due to the Company’s processing partners for interchange and processing fees. |
Inventory | Inventory Inventory represents credit and debit card terminals, point-of-sale systems and electronic cash registers on hand and not in service. Inventory is recorded at cost, which approximates average cost. Inventory deemed to have costs greater than their respective values are reduced to net realizable value as a loss in the period recognized. |
Shipping and Handling Costs | Shipping and Handling Costs The Company includes shipping and handling costs relating to the delivery of its terminal and point-of sale systems directly from third-party vendors to the Company and, from the Company to its merchants within “Cost of sales” in the Consolidated Statements of Operations. The Company incurred shipping and handling costs of $2.8 million for each of the years ended December 31, 2020, 2019 and 2018, respectively. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the asset’s estimated useful life. Leasehold improvements are depreciated over the lesser of the estimated life of the leasehold improvement or the remaining lease term. Maintenance and repairs, which do not extend the useful life of the respective assets, are charged to expense as incurred. The estimated useful life of each asset category is as follows: Useful life Equipment 3-5 years Capitalized software 3-5 years Leasehold improvements 5-10 years Furniture and fixtures 5 years Vehicles 5 years |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. The Company evaluates goodwill for impairment annually at October 1 and whenever events or circumstances make it more likely than not that impairment may have occurred. The Company has determined that its business comprises one reporting unit. The Company has the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, in which case a quantitative impairment test is not required. The quantitative goodwill impairment test is performed using a two-step process. The first step of the process is to compare the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not impaired and the second step of the quantitative impairment test is not required. The second step of the quantitative goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. An impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value. The Company performed a quantitative impairment assessment as of October 1, 2020 and the estimated fair value of the reporting unit exceeded its carrying value, and therefore, no impairment was recorded. The Company performed qualitative goodwill impairment assessments as of October 1, 2019 and 2018, and concluded it was more likely than not that the fair value of the reporting unit exceeded its carrying value, and therefore, no impairment was recorded. |
Other Intangible Assets, Net | Other Intangible Assets, Net Other intangible assets, net consists of merchant relationships, acquired technology, trademarks and trade names, noncompete agreements, capitalized software development costs, leasehold interests, and residual commission buyouts. The Company capitalizes software development costs in developing internal use software when capitalization requirements have been met. Costs prior to meeting the capitalization requirements are expensed as incurred. Residual commission buyouts represent amounts paid to an independent sales organization, or ISO, to buy out their future residual commission streams. The typical payment to the ISO is comprised of a lump sum payment due immediately and a contingent payment due fourteen months following the buyout agreement dependent on attrition rates and/or other financial metrics within the respective merchant portfolios. |
Impairment of Long-lived Assets | Impairment of long-lived assets We evaluate long-lived assets (including intangible assets) for impairment whenever events or circumstances indicate that the carrying amounts of such assets may not be recoverable. An asset is considered impaired when the carrying amount of the asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If impaired, the asset’s carrying value is written down to its fair value. See Note 3 for information about impairments recorded for the year ended December 31, 2019. See Note 2 for a revision made for the year ended December 31, 2018 to reflect an impairment charge. |
Equipment for Lease | Equipment for Lease Equipment for lease represents terminals and point-of-sale systems that are provided under the Company’s software as a service, or SaaS, arrangements. Equipment for lease is stated at cost, less accumulated depreciation. Certain costs incurred in connection with the assembly and delivery of leased assets to the merchant are capitalized as part of the cost of such assets. Depreciation commences when new equipment is first deployed to a merchant and is computed using the straight-line method over an estimated useful life of three years. |
Leases | Leases Leases are classified as either operating or capital, based on the substance of the transaction at inception of the lease. Classification is re-assessed if the terms of the lease are changed. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments under an operating lease (net of any incentives received from the lessor) are recognized to “General and administrative expenses” in the Consolidated Statements of Operations on a straight-line basis over the period of the lease. |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted Accounting Standards Codification 606, or ASC 606: Revenue from Contracts with Customers Revenue Recognition The new revenue recognition guidance provides a single model to determine when and how revenue is recognized. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company recognizes revenue using a five-step model resulting in revenue being recognized as performance obligations within a contract have been satisfied. The steps within that model include: (i) identifying the existence of a contract with a customer; (ii) identifying the performance obligations within the contract; (iii) determining the contract’s transaction price; (iv) allocating the transaction price to the contract’s performance obligations; and, (v) recognizing revenue as the contract’s performance obligations are satisfied. Judgment is required to apply the principles-based, five-step model for revenue recognition. Management is required to make certain estimates and assumptions about the Company’s contracts with its customers, including, among others, the nature and extent of its performance obligations, its transaction price amounts and any allocations thereof, the events which constitute satisfaction of its performance obligations, and when control of any promised goods or services is transferred to its customers. The Company provides its merchants with an end-to-end payments offering that combines its payments platform, including its proprietary gateway and breadth of software integrations, and its suite of technology solutions. The Company primarily earns revenue through volume-based payments and transactions fees, as well as subscription revenue for its software and technology solutions. Payments-Based Revenue Payments-based revenue includes fees for payment processing and gateway services. Payment processing fees are primarily driven as a percentage of payment volume. They may have a fixed fee, a minimum monthly usage fee and a fee based on transactions. Gateway services, data encryption and tokenization are primary driven by per transaction fees as well as monthly usage fees. The Company’s payment processing agreements have an initial term of three years and automatically renew every two years thereafter. The Company satisfies its performance obligations and recognizes transaction fees upon authorization of a transaction by the merchant’s bank. These transaction fees represent the full amount of the fee charged to the merchant, including interchange and payment network costs paid to the card brands pursuant to the transactions the Company facilitates through the network while performing an end-to-end payment obligation. The Company’s performance obligation is to stand-ready to provide payment processing services for each day during the duration of the payment processing agreement. Providing payment processing services involves multiple promises including: 1) payment processing, 2) gateway services including tokenization and data encryption, 3) risk mitigation, and 4) settlement services. The Company considers each of these promises to be inputs to produce a combined output of providing a fully secured and integrated end-to-end payment processing service to a merchant. Further, the combination of these services is transformative in nature in that the significant integration allows for front-end and back-end risk mitigation, merchant portability, third party software integrations, and enhanced reporting functionality. In addition, the Company applies the right to invoice practical expedient to payment processing services as each performance obligation is recognized over time and the amounts invoiced are reflective of the value transferred to the customer. Payments-based revenue is recognized on a gross basis as the Company is the principal in the delivery of the payment processing solution to its merchants because it controls the service on its payments platform. The Company also contracts directly with its merchants and has complete pricing latitude on the processing fees charged to its merchants. As such, it bears the credit risk for network fees and transactions charged back to the merchant. Subscription-Based Revenue The Company generates revenues from recurring SaaS fees for point-of-sale systems provided to merchants and SaaS fees for the Company’s Shift4Shop ecommerce platform. Point-of-sale SaaS fees are based on the type and quantity of point-of-sale systems deployed to the merchant. This includes statement fees, fees for the Company’s proprietary business intelligence software, annual fees, regulatory compliance fees and other miscellaneous services such as help desk support and warranties on equipment. Shift4Shop SaaS fees are assessed based upon the selected plan. SaaS contracts are for a contractual term of one year beginning June 30, 2020 and three years prior to June 30, 2020, and are billed ratably over that time period. Annual fees are deferred and recognized as revenue over the respective period the fee covers, which is one year or less. The Company’s SaaS arrangements for its point-of-sale systems include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company determines standalone selling prices based on the fair value of each product and service. As part of the SaaS fees, for its point-of-sale systems provided to merchants, the Company identified the following separate performance obligations under ASC 606: (1) Point-of-sale software: The Company provides a “Hybrid Cloud” arrangement which includes on-premise software as well as a cloud component. The on-premise solution interacts with the cloud service to provide an end-to-end integrated solution to the merchant. As the on-premise software and cloud-based service are transformative in nature, they are not distinct performance obligations. The revenue allocated to software from the monthly SaaS fee qualifies as a service and revenue is recognized ratably over time as the performance obligation represents a stand-ready obligation to provide the service. (2) Hardware revenue: The Company provides hardware to its merchants. The Company satisfies its performance obligation upon delivery of the hardware to its merchants, at which time the revenue allocated to this performance obligation is recognized. For the period January 1, 2019 through June 29, 2020, the hardware was accounted for as a sales-type lease and as such, the revenue allocated to this performance obligation was recognized when the hardware was delivered to the merchant. Effective June 30, 2020, the Company modified the terms and conditions of its SaaS arrangements and updated its operational procedures. As a result, beginning June 30, 2020, the hardware is accounted for as an operating lease and the revenue allocated to this performance obligation is recognized ratably over time. (3) Other support services: The Company offers merchants technical support services and warranty for the leased hardware. Technical support services include the promise to provide the merchant with software updates if and when available. The Company also provides the merchant with assurance that its equipment will function in accordance with contract specifications over the lease term. Revenue allocated to this performance obligation is recognized ratably over time as the performance obligation represents a stand-ready obligation to provide the service. Other Revenue Other revenue is generally recognized at a point-in-time and primarily includes revenue derived from software license sales, hardware sales, third party residuals, automated teller machine services, and fees charged for technology support to merchants. Contract Assets As discussed above, for the period January 1, 2019 through June 29, 2020, the revenue allocated to hardware under the Company’s SaaS arrangements for its point-of-sale systems was treated as a sales-type lease and recognized in the Company’s Consolidated Statements of Operations when the hardware was delivered to the merchant. The Company utilized its best estimate of selling price when calculating the hardware revenue to be recorded. At the time revenue was recognized, a Contract Asset was created in the Company’s Consolidated Balance Sheet representing the present value of minimum lease payments. Accordingly, a portion of the lease payments were recognized as interest income. Such interest income for the years ended December 31, 2020 and 2019 was $1.0 million and $2.2 million, respectively. Effective June 30, 2020, the Company modified the terms and conditions of its SaaS arrangements and updated its operational procedures. As a result, beginning June 30, 2020, the hardware is accounted for as an operating lease and the revenue allocated to this performance obligation is recognized ratably over time. See Note 4 for more information on the impact the lease modification had on the Company’s consolidated financial statements. The carrying amount of contract assets was reduced by an allowance for doubtful accounts that reflected management’s best estimate of accounts that will not be collected. Changes in the allowance were recognized within “General and administrative expenses” in the Consolidated Statements of Operations. The change in the Company’s allowance for contract assets was as follows: December 31, 2020 2019 Beginning balance $ 4.6 $ — Cumulative effect of ASC 606 adoption — 4.7 Beginning balance, adjusted 4.6 4.7 Conversion from sales-type lease to operating lease accounting treatment (Note 4) (4.5 ) — Additions to expense 0.7 2.8 Write-offs, net of recoveries and other adjustments (0.8 ) (2.9 ) Ending Balance $ — $ 4.6 Capitalized Acquisition Costs The Company incurs costs to obtain payment processing contracts with customers, primarily in the form of upfront processing bonuses provided to software partners, which consist of independent software vendors and value-added resellers. The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if it expects to recover the costs. Capitalized acquisition costs are amortized ratably over the estimated life of the customer, which is generally three to five years. Amortization of costs to obtain a contract are classified as “Cost of sales” on the Company’s Consolidated Statements of Operations. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests represents the economic interests of LLC Interests held by the Continuing Equity Owners. Income or loss is attributed to the noncontrolling interests based on the weighted average LLC Interests outstanding during the period. The noncontrolling interests’ ownership percentage can fluctuate over time as the Continuing Equity Owners elect to exchange LLC Interests for shares of Class A common stock. For the year ended December 31, 2020, noncontrolling interests also includes the loss prior to the IPO. |
Equity-based Compensation | Equity-based Compensation The Company’s equity-based compensation consists of Restricted Stock Units, or RSUs, and Performance Restricted Stock Units, or PRSUs, issued to certain employees and non-employee directors. Equity-based compensation expense is recorded within “General and administrative expenses” in the Consolidated Statements of Operations. The Company accounts for forfeitures when they occur. RSUs Compensation expense for RSUs is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant. PRSUs Vesting for PRSUs is subject to satisfying objective operating performance conditions. Compensation expense for PRSUs is based on the fair value of the award on the date of grant. Compensation expense is recognized ratably, following a graded vesting pattern, during the vesting period only when it is probable that the operating performance conditions will be achieved. The Company records a cumulative adjustment to compensation expense for PRSUs if there is a change in the determination of the probability that the operating performance conditions will be achieved. |
Income Taxes | Income Taxes As a result of the Reorganization Transactions, Shift4 Payments, Inc. became the sole managing member of Shift4 Payments, LLC, a partnership that is not subject to tax. Any taxable income or loss from Shift4 Payments, LLC is passed through and included in the taxable income or loss of its members, including Shift4 Payments, Inc., following the Reorganization Transactions. Shift4 Payments, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to Shift4 Payments, Inc.’s allocable share of any taxable income or loss of Shift4 Payments, LLC following the Reorganization Transactions. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets or DTAs, and deferred tax liabilities, or DTLs, for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date. The Company recognizes DTAs to the extent it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it’s determined that the Company is able to realize DTAs in the future in excess of their net recorded amount, an adjustment to the DTA valuation allowance would be recorded, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes, . The Company records interest and penalties related to uncertain tax positions in the provision for income taxes in the Consolidated Statements of Operations. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share The Company applies the two-class method for calculating and presenting net loss per share, and separately presents net loss per share for Class A common stock and Class C common stock. In applying the two-class method, the Company determined that undistributed earnings should be allocated equally on a per share basis between Class A and Class C common stock. Under the Company’s Certificate of Incorporation, the holders of the Class A and Class C common stock are entitled to participate in earnings ratably, on a share-for-share basis, as if all shares of common stock were of a single class, and in such dividends as may be declared by the board of directors. Holders of the Class A and Class C common stock also have equal priority in liquidation. Shares of Class B common stock do not participate in earnings of Shift4 Payments, Inc. As a result, the shares of Class B common stock are not considered participating securities and are not included in the weighted-average shares outstanding for purposes of loss per share. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising expenses were $1.3 million, $1.2 million and $1.1 million for the years ended December 31, 2020, 2019 and 2018, respectively, and included in “Advertising and marketing expenses” in the Consolidated Statements of Operations. |
Research and Development Costs | Research and Development Costs The Company expenses research and development costs as incurred. Research and development expenses, which consists primarily of third-party costs, were $1.2 million, $1.6 million and $1.6 million for the years ended December 31, 2020, 2019 and 2018, respectively, and included in “General and administrative expenses” in the Consolidated Statements of Operations. |
Business Combinations | Business Combinations Upon acquisition of a company, the Company determines if the transaction is a business combination, which is accounted for using the acquisition method of accounting. Under the acquisition method, once control is obtained of a business, the assets acquired, and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at fair value. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. The determination of the fair values is based on estimates and judgments made by management. The Company’s estimates of fair value are based upon assumptions it believes to be reasonable, but which are inherently uncertain and unpredictable. Measurement period adjustments are reflected at the time identified, up through the conclusion of the measurement period, which is the time at which all information for determination of the values of assets acquired and liabilities assumed is received, and is not to exceed one year from the acquisition date. The Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. Additionally, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions periodically and records any adjustments to preliminary estimates to goodwill, provided the Company is within the measurement period. If outside of the measurement period, any subsequent adjustments are recorded to the Company’s Consolidated Statements of Operations. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s merchant processing activity has been facilitated by two vendors. The Company believes that these vendors maintain appropriate backup systems and alternative arrangements to avoid a significant disruption of the processing in the event of an unforeseen event. A majority of the Company’s revenue is derived from the processing of card transactions. Because the Company is not a “member bank”, in order to process these bank card transactions, the Company has entered into a sponsorship agreement with a member bank. The agreement with the bank sponsor requires, among other things, that the Company abide by the by-laws and regulations of the credit card companies. If the Company breaches the sponsorship agreement, the bank sponsor may terminate the agreement and, under the terms of the agreement, the Company would have 180 days to identify an alternative bank sponsor. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company, an emerging growth company, or EGC, has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private companies. Accounting Pronouncements Adopted In August 2018, the FASB issued ASU 2018-13: Fair Value Measurement—Disclosure Framework (Topic 820) Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02: Leases Codification Improvements to Topic 842, Leases Leases (Topic 842) Targeted Improvements Leases (Topic 842) - Narrow Scope Improvements for Lessors In June 2016, the FASB issued ASU 2016-13: Financial Instruments—Credit Losses (Topic 326) In January 2017, the FASB issued ASU 2017-04: Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Effect of Revisions | The following are selected line items from the Company’s consolidated financial statements illustrating the effect of the revisions: As of December 31, 2019 Consolidated Balance Sheet As previously reported Adjustment As revised Other intangible assets, net $ 213.2 $ (4.0 ) $ 209.2 Total noncurrent assets 681.6 (4.0 ) 677.6 Total assets 788.0 (4.0 ) 784.0 Retained deficit (1) (178.4 ) (4.0 ) (182.4 ) Total stockholders' equity attributable to Shift4 Payments, Inc./members' (deficit) (28.9 ) (4.0 ) (32.9 ) Total liabilities and stockholders' equity/members' deficit 788.0 (4.0 ) 784.0 (1) As a result of the revisions, “Retained deficit” as of December 31, 2018 was revised from $113.3 million to $118.8 million. For the year ended December 31, 2019 For the year ended December 31, 2018 Consolidated Statement of Operations As previously reported Adjustment As revised As previously reported Adjustment As revised Cost of sales $ 552.4 $ 5.6 $ 558.0 $ 410.2 $ 9.7 $ 419.9 Gross profit 179.0 (5.6 ) 173.4 150.4 (9.7 ) 140.7 General and administrative expenses 124.4 (7.3 ) 117.1 83.7 (3.9 ) 79.8 Total operating expenses 185.1 (7.3 ) 177.8 157.7 (3.9 ) 153.8 Loss from operations (6.1 ) 1.7 (4.4 ) (7.3 ) (5.8 ) (13.1 ) Loss before income taxes (56.6 ) 1.7 (54.9 ) (53.7 ) (5.8 ) (59.5 ) Income tax benefit (provision) (1.5 ) (0.2 ) (1.7 ) 3.8 0.3 4.1 Net loss (1) (58.1 ) 1.5 (56.6 ) (49.9 ) (5.5 ) (55.4 ) (1) Net loss is equal to comprehensive loss. |
Schedule of Changes in Allowance for Doubtful Accounts | The change in the Company’s allowance for doubtful accounts was as follows: December 31, 2020 2019 2018 Beginning balance $ 2.5 $ 2.7 $ 0.5 Additions to expense 7.6 2.8 2.2 Write-offs, net of recoveries and other adjustments (4.4 ) (3.0 ) — Ending balance $ 5.7 $ 2.5 $ 2.7 |
Schedule of Estimated Useful Life of Each Asset Category | Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the asset’s estimated useful life. Leasehold improvements are depreciated over the lesser of the estimated life of the leasehold improvement or the remaining lease term. Maintenance and repairs, which do not extend the useful life of the respective assets, are charged to expense as incurred. The estimated useful life of each asset category is as follows: Useful life Equipment 3-5 years Capitalized software 3-5 years Leasehold improvements 5-10 years Furniture and fixtures 5 years Vehicles 5 years Property, plant and equipment, net consisted of the following: December 31, 2020 2019 Equipment $ 16.0 $ 13.3 Capitalized software 8.7 7.1 Leasehold improvements 11.6 11.3 Furniture and fixtures 3.1 2.9 Vehicles 0.2 0.2 Total property and equipment, gross 39.6 34.8 Less: Accumulated depreciation (24.5 ) (19.4 ) Total property and equipment, net $ 15.1 $ 15.4 |
Summary of Changes in Allowance for Contract Assets | The change in the Company’s allowance for contract assets was as follows: December 31, 2020 2019 Beginning balance $ 4.6 $ — Cumulative effect of ASC 606 adoption — 4.7 Beginning balance, adjusted 4.6 4.7 Conversion from sales-type lease to operating lease accounting treatment (Note 4) (4.5 ) — Additions to expense 0.7 2.8 Write-offs, net of recoveries and other adjustments (0.8 ) (2.9 ) Ending Balance $ — $ 4.6 Contract assets were as follows: December 31, 2020 2019 Contract assets, net - beginning of period $ 10.7 $ — Cumulative effect of ASC 606 adoption — 11.1 Contract assets, net - beginning of period, adjusted $ 10.7 $ 11.1 Less: Contract assets, net - beginning of the period, current (6.8 ) (6.7 ) Contract assets, net - beginning of period, noncurrent $ 3.9 $ 4.4 Contract assets, net - end of period $ — $ 10.7 Less: Contract assets, net - end of the period, current — (6.8 ) Contract assets, net - end of period, noncurrent $ — $ 3.9 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
3dcart | |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date. These amounts reflect various preliminary fair value estimates and assumptions, and are subject to change within the measurement period as valuations are finalized. The primary areas of preliminary purchase price allocation subject to change relate to the valuation of accounts receivable, accrued expenses and other current liabilities assumed and residual goodwill. Cash $ 0.3 Accounts receivable 0.3 Other intangible assets 12.5 Goodwill (a) 46.9 Accounts payable (0.1 ) Accrued expenses and other current liabilities (0.5 ) Net assets acquired 59.4 Less: cash acquired (0.3 ) Less: Class A common stock (19.2 ) Net cash paid for acquisition $ 39.9 (a) Goodwill is deductible for tax purposes |
Hospitality Technology Vendor | |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date. These amounts reflect various preliminary fair value estimates and assumptions, and are subject to change within the measurement period as valuations are finalized. The primary areas of preliminary purchase price allocation subject to change relate to the valuation of accounts receivable, accrued expenses and other current liabilities assumed and residual goodwill. Cash $ 0.6 Accounts receivable 1.9 Prepaid expenses and other current assets 0.1 Property, plant and equipment 0.1 Inventory 0.6 Other intangible assets 3.9 Goodwill (a) 8.1 Accounts payable (1.2 ) Accrued expenses and other current liabilities (2.7 ) Deferred revenue (0.8 ) Long-term debt (0.1 ) Net assets acquired 10.5 Less: cash acquired (0.6 ) Net cash paid for acquisition $ 9.9 (a) Goodwill is deductible for tax purposes |
Merchant Link | |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date. Cash $ 3.8 Accounts receivable 7.5 Prepaid expenses and other current assets 1.9 Property, plant and equipment 2.4 Inventory 1.7 Other intangible assets 20.4 Goodwill (a) 30.2 Accounts payable (1.5 ) Accrued expenses and other current liabilities (2.1 ) Deferred revenue (0.3 ) Net assets acquired 64.0 Less: cash acquired (3.8 ) Net cash paid for acquisition $ 60.2 (a) Goodwill is deductible for tax purposes. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Effect of Lease Modifications | Under ASC 606, the Company has three separate performance obligations under its recurring SaaS arrangements for point-of-sale systems provided to merchants: (1) point-of-sale software, (2) lease of hardware and (3) other support services. For the period January 1, 2019 through June 29, 2020, the hardware provided under the Company’s software as a service, or SaaS, agreements was accounted for as a sales-type lease. Effective June 30, 2020, the Company modified the terms and conditions of its SaaS arrangements and updated its operational procedures. As a result, beginning June 30, 2020, hardware provided under the Company’s SaaS agreements is accounted for as an operating lease; therefore, an increase in income of $12.4 million was recorded within “Other operating (income) expense, net” in the Consolidated Statements of Operations in the year ended December 31, 2020 to reflect the impact of the lease modifications. See Note 10 for more information on equipment for lease. The effect of the lease modifications on the consolidated financial statements as of its effective date, June 30, 2020, was as follows: Balance prior to lease modification Balance subsequent to lease modification Effect of change Contract assets, net $ 11.3 $ — $ (11.3 ) Accounts receivable, net 67.7 68.6 0.9 Equipment under lease — 23.3 23.3 Deferred revenue 7.7 8.2 (0.5 ) Other operating (income) expense, net (12.4 ) |
Schedule of Disaggregation of Revenue | Based on similar operational characteristics, the Company’s revenue from contracts with customers is disaggregated as follows: Year Ended December 31, 2020 2019 2018 Payments-based revenue $ 684.2 $ 643.6 $ 485.2 Subscription and other revenues 82.7 87.8 75.4 Total $ 766.9 $ 731.4 $ 560.6 Based on similar economic characteristics, the Company’s revenue from contracts with customers is disaggregated as follows: Year Ended December 31, 2020 2019 2018 Over-time revenue $ 736.7 $ 687.9 $ 525.5 Point-in-time revenue 30.2 43.5 35.1 Total $ 766.9 $ 731.4 $ 560.6 |
Summary of Changes in Allowance for Contract Assets | The change in the Company’s allowance for contract assets was as follows: December 31, 2020 2019 Beginning balance $ 4.6 $ — Cumulative effect of ASC 606 adoption — 4.7 Beginning balance, adjusted 4.6 4.7 Conversion from sales-type lease to operating lease accounting treatment (Note 4) (4.5 ) — Additions to expense 0.7 2.8 Write-offs, net of recoveries and other adjustments (0.8 ) (2.9 ) Ending Balance $ — $ 4.6 Contract assets were as follows: December 31, 2020 2019 Contract assets, net - beginning of period $ 10.7 $ — Cumulative effect of ASC 606 adoption — 11.1 Contract assets, net - beginning of period, adjusted $ 10.7 $ 11.1 Less: Contract assets, net - beginning of the period, current (6.8 ) (6.7 ) Contract assets, net - beginning of period, noncurrent $ 3.9 $ 4.4 Contract assets, net - end of period $ — $ 10.7 Less: Contract assets, net - end of the period, current — (6.8 ) Contract assets, net - end of period, noncurrent $ — $ 3.9 |
Summary of Annual Service Fees and Regulatory Compliance Fees | The following reflects the amounts the Company recognized as annual service fees and regulatory compliance fees within "Gross revenue" in its Consolidated Statements of Operations and the amount of such fees that was included in deferred revenue at the beginning of the respective period. Year Ended December 31, 2020 2019 2018 Annual service fees and regulatory compliance fees $ 13.6 $ 11.1 $ 9.7 Amount of these fees included in deferred revenue at beginning of period 4.2 2.8 3.5 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring And Related Activities [Abstract] | |
Summary of Changes in Restructuring Accrual | The following table summarizes the changes in the Company’s restructuring accrual: 2018 Restructuring Activities 2019 Restructuring Activities Total Balance at December 31, 2018 $ 5.6 $ — $ 5.6 Restructuring accrual — 3.3 3.3 Severance payments (1.9 ) (1.8 ) (3.7 ) Accretion of interest (a) 0.5 — 0.5 Balance at December 31, 2019 $ 4.2 $ 1.5 $ 5.7 Severance payments (1.7 ) (1.5 ) (3.2 ) Accretion of interest (a) 0.4 — 0.4 Balance at December 31, 2020 $ 2.9 $ — $ 2.9 (a) Accretion of interest is included within “Restructuring expenses” in the Consolidated Statements of Operations. |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following: December 31, 2020 2019 Terminal systems and components $ 1.2 $ 5.9 Point-of-sale systems and components 0.3 2.6 Total inventory $ 1.5 $ 8.5 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill were as follows: Balance at December 31, 2018 $ 391.8 Merchant Link acquisition (Note 3) 29.5 Balance at December 31, 2019 $ 421.3 Merchant Link measurement period adjustment (Note 3) 0.7 3dcart acquisition (Note 3) 46.9 Hospitality Technology Vendor acquisition (Note 3) 8.1 Balance at December 31, 2020 $ 477.0 |
Other Intangible Assets, Net (T
Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Other Intangible Assets, Net | Other intangible assets, net consisted of the following: Weighted Average December 31, 2020 Amortization Period (in years) Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships 8 185.8 $ 106.5 $ 79.3 Acquired technology 9 105.1 42.2 62.9 Trademarks and trade names 9 57.4 39.1 18.3 Noncompete agreements 2 3.9 3.9 — Capitalized software development costs 4 25.1 5.8 19.3 Leasehold interest 2 0.1 0.1 — Residual commission buyouts (a) 3 20.0 13.5 6.5 Total intangible assets $ 397.4 $ 211.1 $ 186.3 Weighted Average December 31, 2019 Amortization Period (in years) Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships 8 $ 176.8 $ 81.1 $ 95.7 Acquired technology 10 99.7 30.7 69.0 Trademarks and trade names 9 55.5 30.1 25.4 Noncompete agreements 2 3.9 3.6 0.3 Capitalized software development costs 3 14.9 2.0 12.9 Leasehold interest 2 0.1 0.1 — Residual commission buyouts (a) 3 15.7 9.8 5.9 Total intangible assets $ 366.6 $ 157.4 $ 209.2 (a) Residual commission buyouts include contingent payments of $3.4 million and |
Schedule of Estimated Amortization Expense for Intangible Assets | As of December 31, 2020, the estimated amortization expense for intangible assets for each of the five succeeding years and thereafter is as follows: 2021 52.9 2022 35.9 2023 23.1 2024 19.7 2025 19.6 Thereafter 35.1 Total $ 186.3 |
Schedule of Amounts Charged to Expense in Amortization of Intangible Assets | Amounts charged to expense in the Consolidated Statements of Operations for amortization of intangible assets were as follows: Year Ended December 31, 2020 2019 2018 Depreciation and amortization expense $ 38.5 $ 37.6 $ 37.5 Cost of sales 15.0 11.0 15.0 Total $ 53.5 $ 48.6 $ 52.5 |
Capitalized Acquisition Costs_2
Capitalized Acquisition Costs, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Capitalized Acquisition Costs Net [Abstract] | |
Summary of Estimated Future Amortization Expense for Capitalized Acquisition Costs | As of December 31, 2020, the estimated future amortization expense for capitalized acquisition costs is as follows: 2021 $ 15.9 2022 10.8 2023 3.5 Total $ 30.2 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Estimated Useful Life of Each Asset Category | Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the asset’s estimated useful life. Leasehold improvements are depreciated over the lesser of the estimated life of the leasehold improvement or the remaining lease term. Maintenance and repairs, which do not extend the useful life of the respective assets, are charged to expense as incurred. The estimated useful life of each asset category is as follows: Useful life Equipment 3-5 years Capitalized software 3-5 years Leasehold improvements 5-10 years Furniture and fixtures 5 years Vehicles 5 years Property, plant and equipment, net consisted of the following: December 31, 2020 2019 Equipment $ 16.0 $ 13.3 Capitalized software 8.7 7.1 Leasehold improvements 11.6 11.3 Furniture and fixtures 3.1 2.9 Vehicles 0.2 0.2 Total property and equipment, gross 39.6 34.8 Less: Accumulated depreciation (24.5 ) (19.4 ) Total property and equipment, net $ 15.1 $ 15.4 |
Summary of Amounts Charged to Expense in the Unaudited Condensed Consolidated Statements of Operations for Depreciation | Amounts charged to expense in the Consolidated Statements of Operations for depreciation of property, plant and equipment were as follows: Year Ended December 31, 2020 2019 2018 Depreciation and amortization expense $ 3.6 $ 2.4 $ 2.3 Cost of sales 1.6 1.4 1.2 Total depreciation expense $ 5.2 $ 3.8 $ 3.5 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The Company’s outstanding debt consisted of the following: December 31, 2020 2019 Convertible Notes due 2025 (2025 Notes) $ 577.5 $ — Senior Notes due 2026 (2026 Notes) 450.0 — First Lien Term Loan Facility — 511.1 Second Lien Term Loan Facility — 130.0 Revolving Credit Facility — 21.0 Other financing arrangements 0.9 — Total borrowings 1,028.4 662.1 Less: Current portion of debt (0.9 ) (5.3 ) 1,027.5 656.8 Less: Unamortized capitalized financing costs (22.1 ) (21.7 ) Total long-term debt $ 1,005.4 $ 635.1 |
Summary of Net Carrying Amount of 2025 Notes | The net carrying amount of the 2025 Notes was as follows as of December 31, 2020: Principal outstanding $ 690.0 Unamortized debt discount (112.5 ) Unamortized debt issuance costs (13.5 ) Net carrying value $ 564.0 |
Summary of Net Carrying Amount of Equity Component of 2025 Notes | The net carrying amount of the equity component of the 2025 Notes was as follows as of December 31, 2020: Amount allocated to the conversion option $ 114.2 Less: allocated issuance costs (2.7 ) Equity component, net $ 111.5 |
Other Consolidated Balance Sh_2
Other Consolidated Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Consolidated Balance Sheet Components [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: December 31, 2020 2019 Prepaid insurance $ 2.5 $ 1.2 Other prepaid expenses (a) 6.5 4.9 Agent and employee loan receivables 0.3 0.5 Taxes receivable 1.2 — Deferred IPO-related costs (b) — 2.0 Other current assets 1.0 0.2 Total prepaid expenses and other current assets $ 11.5 $ 8.8 (a) Other prepaid expenses include prepayments related to information technology, rent, tradeshows and conferences. (b) Primarily includes attorney and consulting fees in support of the Company’s IPO, which, at the time of the IPO, were offset against the gross proceeds of the IPO within “Additional paid-in capital” on the Consolidated Balance Sheets. |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, 2020 2019 Contingent liabilities related to earnout payments and change of control (a) $ — $ 32.3 Accrued interest 3.6 9.2 Residuals payable 6.8 5.5 Taxes payable 1.4 1.0 Deferred tenant reimbursement allowance 3.1 3.6 Restructuring accrual 1.4 2.9 Accrued payroll 2.8 2.3 Deferred employer social security tax pursuant to the CARES Act 3.0 — Escrow payable 2.3 — Accrued rent 1.5 1.5 Other current liabilities 4.2 2.6 Total accrued expenses and other current liabilities $ 30.1 $ 60.9 (a) Represents contingent liabilities arising from certain past acquisitions. See Note 14 for information on contingent liabilities related to earnout payments and change of control. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Additional Information Regarding Contingent Liabilities that are Measured at Fair Value on a Recurring Basis | Additional information regarding the contingent liabilities as of December 31, 2019 that were measured at fair value on a recurring basis is presented in the following table: Fair value as of December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Contingent liabilities related to change of control (a) $ 30.4 $ — $ — $ 30.4 Contingent liabilities related to earnout payments (a) 1.9 — — 1.9 Total contingent liabilities $ 32.3 $ — $ — $ 32.3 (a) Included in “Accrued expenses and other current liabilities” on the Consolidated Balance Sheets. |
Reconciliation of Beginning and Ending Balances for Level 3 Contingent Liabilities | The table below provides a reconciliation of the beginning and ending balances for the Level 3 contingent liabilities: Year Ended December 31, 2020 2019 2018 Balance at beginning of period $ 32.3 $ 19.9 $ 23.4 Additions (a) 1.7 — — Cash payments made for contingent liabilities related to earnout payments (3.0 ) (3.1 ) (3.2 ) Contingent liabilities related to change of control settled with Class A common stock and restricted stock units (23.2 ) — — Fair value adjustments (7.8 ) 15.5 (0.3 ) Balance at end of period $ — $ 32.3 $ 19.9 (a) During the three months ended March 31, 2020, certain employment compensation agreements were amended. Consequently, previously recorded deferred compensation liabilities of $1.9 million associated with these agreements, included within “Other noncurrent liabilities” on the Consolidated Balance Sheets at December 31, 2019, were derecognized and new liabilities of $1.7 million were recognized at fair value within “Other noncurrent liabilities” on the Consolidated Balance Sheets. These contingent liabilities were settled at the IPO for 89,842 restricted stock units. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income Tax Benefit (Provision) | Components of income tax benefit (provision) consisted of the following for the years indicated: Year Ended December 31, 2020 2019 2018 Current Federal $ 1.4 $ (1.1 ) $ — State (0.2 ) (0.4 ) — Foreign (0.1 ) — — Total current income tax benefit (provision) 1.1 (1.5 ) — Deferred Federal 1.2 (0.2 ) 4.0 State 0.1 — 0.1 Total deferred income tax benefit (provision) 1.3 (0.2 ) 4.1 Total income tax benefit (provision) $ 2.4 $ (1.7 ) $ 4.1 |
Reconciliation of United States Statutory Income Tax Rate to Effective Income Tax Rate | A reconciliation of the United States statutory income tax rate to the Company’s effective income tax rate is as follows for the years indicated: Year Ended December 31, 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 21.0 % Noncontrolling interests/effect of pass-through entities (LLC loss) (17.1 %) (23.6 %) (14.3 %) State income taxes, net of federal benefit 1.1 % — — Permanent Items 1.6 % — — Change in valuation allowance (4.5 %) — — Other — (0.5 %) 0.2 % Effective income tax rate 2.1 % (3.1 %) 6.9 % |
Details of Deferred Tax Assets and Liabilities | Details of the Company’s deferred tax assets and liabilities are as follows: December 31, 2020 2019 Deferred tax assets: Investment in Shift4 Payments, LLC $ 181.2 $ — Net operating loss and tax credits carryforward 19.8 0.2 Equity-based compensation 10.2 — Accrued expenses 1.9 1.0 Other 0.8 1.5 Subtotal 213.9 2.7 Valuation allowance (179.5 ) — Total deferred tax assets 34.4 2.7 Deferred tax liabilities: 2025 Notes (29.4 ) — Intangibles (5.9 ) (6.0 ) Fixed assets (1.8 ) (0.4 ) Other liabilities (0.1 ) (0.4 ) Total deferred tax liabilities (37.2 ) (6.8 ) Net deferred tax liability $ (2.8 ) $ (4.1 ) |
Reconciliation of Total Amounts of Unrecognized Tax Benefits | Below is a tabular reconciliation of the total amounts of unrecognized tax benefits. Year Ended December 31, 2020 2019 Beginning balance $ 0.3 $ — Increase related to current year tax positions — 0.3 Ending balance $ 0.3 $ 0.3 |
Operating Lease Agreements (Tab
Operating Lease Agreements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Summary of Future Minimum Rental Payments Under Operating Lease | The following are the future minimum rental payments required under the operating leases as of December 31, 2020: 2021 $ 6.7 2022 5.3 2023 3.7 2024 3.2 2025 2.7 Thereafter 6.6 Total $ 28.2 |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Summary of Ownership of LLC Interests | The following table summarizes the ownership of LLC Interests in Shift4 Payments, LLC: LLC Interests Ownership percentage Shift4 Payments, Inc. Continuing Equity Owners Total Shift4 Payments, Inc. Continuing Equity Owners Total Balances at June 4, 2020 38,832,816 39,204,989 78,037,805 49.8 % 50.2 % 100.0 % Issuance of LLC units 2,514,854 — 2,514,854 1.5 % (1.5 %) — Redemption of LLC units 8,579,132 (8,579,132 ) — 10.7 % (10.7 %) — Balances at December 31, 2020 49,926,802 30,625,857 80,552,659 62.0 % 38.0 % 100.0 % |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of RSU Activity | The RSU activity for the year ended December 31, 2020 was as follows: Year Ended December 31, 2020 Number of RSUs Weighted Average Grant Date Fair Value Unvested balance at beginning of period — $ — Granted 5,064,627 24.30 Vested (201,425 ) 23.00 Forfeited or cancelled (22,694 ) 23.27 Unvested balance at end of period 4,840,508 $ 24.35 |
Basic and Diluted Net Loss pe_2
Basic and Diluted Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share for the periods following the Reorganization Transactions under the two-class method. See Note 2 for additional information related to basic and diluted net loss per share. Year Ended December 31, 2020 Net loss $ (111.4 ) Less: Net loss attributable to Shift4 Payments, LLC prior to the Reorganization Transaction 77.9 Less: Net loss attributable to noncontrolling interests subsequent to the Reorganization Transactions 15.1 Net loss attributable to Shift4 Payments, Inc. $ (18.4 ) Adjustment to net loss attributable to common stockholders $ (1.0 ) Net loss attributable to common stockholders $ (19.4 ) Numerator - Basic and Diluted: Net loss attributable to common stockholders $ (19.4 ) Allocation of net loss among common stockholders: Net loss allocated to Class A common stock $ (12.1 ) Net loss allocated to Class C common stock $ (7.3 ) Denominator - Basic and Diluted: Weighted average shares of Class A common stock outstanding 28,148,355 Weighted average shares of Class C common stock outstanding 16,882,903 Net loss per share - Basic and Diluted: Class A common stock $ (0.43 ) Class C common stock $ (0.43 ) |
Schedule of Calculation of Diluted Net Loss Per Share as the Effect Would be Anti-dilutive | The following were excluded from the calculation of diluted net loss per share as the effect would be anti-dilutive. Year Ended December 31, 2020 LLC Interests that convert into potential Class A common shares 30,625,857 Restricted stock units - employee 2,265,021 Restricted stock units - non-employee directors 39,745 Performance restricted stock units 71,403 Convertible Senior Notes due 2025 55,527,836 Total 88,529,862 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Summary of Supplemental Cash Flow Information | Supplemental cash flows information consisted of the following: Year Ended December 31, 2020 2019 2018 Cash paid for income taxes, net of refunds $ 0.8 $ 0.2 $ 0.5 Cash paid for interest $ 39.2 $ 47.2 $ 35.9 Noncash operating activity Deferred compensation settled with restricted stock units $ 2.1 $ — $ — Noncash investing activities Shares issued in connection with 3dcart Acquisition $ 19.2 $ — $ — Equipment for lease $ 2.0 $ — $ — Capitalized software development costs $ 0.6 $ 0.9 $ — Noncash financing activities Contingent consideration settled with Class A common stock $ 21.1 $ — $ — Short-term financing for directors and officers insurance $ 3.4 $ — $ — Preferred return on preferred stock settled with LLC Interests $ 2.3 $ — $ — Accrued preferred return on redeemable preferred units $ — $ 1.2 $ 4.7 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Summarizes of Gross Revenue by Revenue | The following table summarizes gross revenue by revenue type: Year Ended December 31, 2020 2019 2018 Payments-based revenue $ 684.2 $ 643.6 $ 485.2 Subscription and other revenues 82.7 87.8 75.4 Total gross revenue 766.9 731.4 560.6 Less: network fees 443.9 425.9 307.9 Less: Other costs of sales 145.2 132.1 112.0 Gross profit $ 177.8 $ 173.4 $ 140.7 |
Unaudited Quarterly Financial_2
Unaudited Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Unaudited Consolidated Results of Operations | The following tables present our unaudited consolidated results of operations for 2020 and 2019. For the three months ended March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 Gross revenue $ 199.4 $ 141.8 $ 214.8 $ 210.9 Cost of sales 156.0 110.2 163.3 159.6 Gross profit 43.4 31.6 51.5 51.3 General and administrative expenses 21.1 88.3 35.4 35.2 Depreciation and amortization expense 10.5 10.4 16.2 14.8 Professional fees 1.7 1.2 2.9 4.9 Advertising and marketing expenses 1.3 0.8 0.8 1.1 Restructuring expenses 0.2 0.1 0.1 — Transaction-related expenses — — — 0.8 Other operating (income) expense, net — (12.4 ) — — Total operating expenses 34.8 88.4 55.4 56.8 Income (loss) income from operations 8.6 (56.8 ) (3.9 ) (5.5 ) Loss on extinguishment of debt — (7.1 ) — (9.5 ) Other income, net (0.1 ) 0.2 0.5 - Interest expense (13.3 ) (11.7 ) (7.1 ) (8.1 ) Loss before income taxes (4.8 ) (75.4 ) (10.5 ) (23.1 ) Income tax (provision) benefit (0.3 ) 0.6 0.7 1.4 Net loss (1) (5.1 ) (74.8 ) (9.8 ) (21.7 ) Net loss attributable to noncontrolling interests (2) (5.1 ) (73.8 ) (4.8 ) (9.3 ) Net loss attributable to Shift4 Payments, Inc. (3) $ — $ (1.0 ) $ (5.0 ) $ (12.4 ) Basic and diluted net loss per share: (4) Class A net loss per share $ (0.03 ) $ (0.12 ) $ (0.28 ) Class C net loss per share $ (0.03 ) $ (0.12 ) $ (0.28 ) (1) Net loss is equal to comprehensive loss. (2) Net loss attributable to noncontrolling interests is equal to comprehensive loss attributable to noncontrolling interests. The three months ended March 31 and June 30, 2020 include $5.1 million and $72.8 million, respectively, of net loss incurred prior to the Reorganization Transactions through June 4, 2020, the date the SEC declared effective the Company’s Registration Statement on S-1 filed in connection with its IPO. See Note 1 for additional information. (3) Net loss attributable to Shift4 Payments, Inc. is equal to comprehensive loss attributable to Shift4 Payments, Inc. (4) The sum of the quarterly net loss per share amounts may not equal the full year amount reported since per share amounts are computed independently for each quarter and for the full year based upon the respective weighted-average common shares outstanding and other potentially dilutive common shares for each respective period. Basic and diluted loss per share of the Company is calculated for the Company's current outstanding classes of common stock. Prior to the Reorganization Transactions, the Shift4 Payments, LLC membership structure included Class A Common units and Class B Common units. Certain of these units were exchanged for Class A and Class C common stock of the Company in the Reorganization Transactions, but not in a proportionate manner, with the remaining units reflecting noncontrolling interest in the Company. Therefore, loss per unit information has not been presented for the year ended December 31, 2019 or the three months ended March 31, 2020 given the completion of the Reorganization Transactions on June 4, 2020, which created the Company's current capital structure, which is not reflective of the capital structure and relative ownership of the Company’s business prior to the Reorganization Transactions in a manner similar to a stock split. Basic and diluted net loss per share for the three months ended June 30, 2020 represents the period from June 5, 2020 to June 30, 2020, the period where the Company had outstanding Class A and Class C common stock following the Reorganization Transactions. For the three months ended March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 Gross revenue $ 155.0 $ 180.5 $ 193.8 $ 202.1 Cost of sales 117.7 138.3 148.5 153.5 Gross profit 37.3 42.2 45.3 48.6 General and administrative expenses 24.2 24.5 36.1 32.3 Depreciation and amortization expense 9.8 9.8 10.1 10.5 Professional fees 1.8 2.0 3.3 3.3 Advertising and marketing expenses 1.4 1.4 1.6 1.9 Restructuring expenses 0.2 0.1 3.4 0.1 Total operating expenses 37.4 37.8 54.5 48.1 (Loss) income from operations (0.1 ) 4.4 (9.2 ) 0.5 Other income, net 0.2 0.7 0.1 — Interest expense (12.5 ) (12.7 ) (12.9 ) (13.4 ) Loss before income taxes (12.4 ) (7.6 ) (22.0 ) (12.9 ) Income tax provision (0.3 ) (0.4 ) (0.5 ) (0.5 ) Net loss (1) $ (12.7 ) $ (8.0 ) $ (22.5 ) $ (13.4 ) (1) Net loss is equal to comprehensive loss. |
Summary of Effects of Revisions | The following tables set forth the effects of the revisions of previously issued unaudited quarterly consolidated financial data to correct for prior period errors as described in “Revision of Previously Issued Financial Statements” in Note 2. The revision of our 2020 quarterly financial statements will be effected in connection with the issuance of quarterly filings on Form 10-Q for the year ended December 31, 2021. For the three months ended March 31, 2020 For the three months ended June 30, 2020 Consolidated Statement of Operations As previously reported Adjustment As revised As previously reported Adjustment As revised Cost of sales $ 154.9 $ 1.1 $ 156.0 $ 109.5 $ 0.7 $ 110.2 Gross profit 44.5 (1.1 ) 43.4 32.3 (0.7 ) 31.6 General and administrative expenses 22.3 (1.2 ) 21.1 89.2 (0.9 ) 88.3 Total operating expenses 36.0 (1.2 ) 34.8 89.3 (0.9 ) 88.4 Income (loss) from operations 8.5 0.1 8.6 (57.0 ) 0.2 (56.8 ) Loss before income taxes (4.9 ) 0.1 (4.8 ) (75.6 ) 0.2 (75.4 ) Net loss (1) (5.2 ) 0.1 (5.1 ) (75.0 ) 0.2 (74.8 ) Basic and diluted net loss per share - Class A and Class C (0.03 ) — (0.03 ) For the three months ended September 30, 2020 Consolidated Statement of Operations As previously reported Adjustment As revised General and administrative expenses 35.5 (0.1 ) 35.4 Total operating expenses 55.5 (0.1 ) 55.4 Income (loss) from operations (4.0 ) 0.1 (3.9 ) Loss before income taxes (10.6 ) 0.1 (10.5 ) Net loss (1) (9.9 ) 0.1 (9.8 ) Basic and diluted net loss per share - Class A and Class C (0.12 ) — (0.12 ) For the three months ended March 31, 2019 For the three months ended June 30, 2019 Consolidated Statement of Operations As previously reported Adjustment As revised As previously reported Adjustment As revised Cost of sales $ 116.4 $ 1.3 $ 117.7 $ 136.9 $ 1.4 $ 138.3 Gross profit 38.6 (1.3 ) 37.3 43.6 (1.4 ) 42.2 General and administrative expenses 26.5 (2.3 ) 24.2 26.1 (1.6 ) 24.5 Total operating expenses 39.7 (2.3 ) 37.4 39.4 (1.6 ) 37.8 Income (loss) from operations (1.1 ) 1.0 (0.1 ) 4.2 0.2 4.4 Loss before income taxes (13.4 ) 1.0 (12.4 ) (7.8 ) 0.2 (7.6 ) Income tax benefit (provision) (0.1 ) (0.2 ) (0.3 ) (0.4 ) — (0.4 ) Net loss (1) (13.5 ) 0.8 (12.7 ) (8.2 ) 0.2 (8.0 ) For the three months ended September 30, 2019 For the three months ended December 31, 2019 Consolidated Statement of Operations As previously reported Adjustment As revised As previously reported Adjustment As revised Cost of sales $ 147.2 $ 1.3 $ 148.5 $ 151.9 $ 1.6 $ 153.5 Gross profit 46.6 (1.3 ) 45.3 50.2 (1.6 ) 48.6 General and administrative expenses 37.5 (1.4 ) 36.1 34.3 (2.0 ) 32.3 Total operating expenses 55.9 (1.4 ) 54.5 50.1 (2.0 ) 48.1 Income (loss) from operations (9.3 ) 0.1 (9.2 ) 0.1 0.4 0.5 Loss before income taxes (22.1 ) 0.1 (22.0 ) (13.3 ) 0.4 (12.9 ) Net loss (1) (22.6 ) 0.1 (22.5 ) (13.8 ) 0.4 (13.4 ) (1) Net loss is equal to comprehensive loss. |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Additional Information (Details) - USD ($) | Jan. 29, 2021 | Oct. 29, 2020 | Oct. 06, 2020 | Sep. 15, 2020 | Jun. 09, 2020 | Jun. 04, 2020 | Nov. 30, 2017 | Dec. 31, 2020 | Oct. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock issued and sold | 2,514,854 | ||||||||||||
Debt instrument, face amount | $ 560,000,000 | $ 0 | |||||||||||
Cash | $ 684,500,000 | $ 684,500,000 | $ 0 | ||||||||||
Revolving Credit Facility | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 40,000,000 | 89,500,000 | 89,500,000 | $ 90,000,000 | |||||||||
Revolving Credit Facility | LIBOR | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Debt instrument, variable interest rate | 0.00% | ||||||||||||
4.625% Senior Notes Due 2026 | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Payment for underwriting discounts and commissions and offering expenses | $ 442,800,000 | ||||||||||||
Debt instrument, face amount | $ 450,000,000 | $ 450,000,000 | |||||||||||
Debt instrument, interest rate, stated percentage | 4.625% | 4.625% | |||||||||||
Debt instrument, maturity date | Dec. 31, 2026 | Nov. 1, 2026 | |||||||||||
Senior Notes Due 2025 | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Payment for underwriting discounts and commissions and offering expenses | 673,600,000 | ||||||||||||
Debt instrument, face amount | $ 690,000,000 | $ 690,000,000 | |||||||||||
Debt instrument, maturity date | Dec. 31, 2025 | ||||||||||||
First Lien Credit Agreement | Subsequent Event | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||||||||||||
First Lien Credit Agreement | Revolving Credit Facility | Subsequent Event | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | ||||||||||||
Line of credit facility, expiration date | Sep. 15, 2025 | ||||||||||||
Credit facility unused commitment fee percentage | 0.50% | ||||||||||||
First Lien Credit Agreement | Revolving Credit Facility | LIBOR | Subsequent Event | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Debt instrument, variable interest rate | 3.50% | ||||||||||||
Initial Public Offering | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Proceeds from issuance of common stock | $ 362,600,000 | ||||||||||||
IPO and Private Placement | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Proceeds from issuance of common stock | $ 462,600,000 | $ 462,600,000 | |||||||||||
Class A Common Stock | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock issued and sold | 17,250,000 | ||||||||||||
Class A Common Stock | Searchlight Capital Partners, L.P. | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock exchange | 18,529,443 | ||||||||||||
Class A Common Stock | Initial Public Offering | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock issued and sold | 17,250,000 | 17,250,000 | |||||||||||
Share price per share | $ 23 | $ 23 | |||||||||||
Proceeds from issuance of common stock | $ 362,600,000 | ||||||||||||
Payment for underwriting discounts and commissions and offering expenses | $ 34,200,000 | ||||||||||||
Class A Common Stock | Underwriters Option | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock issued and sold | 2,250,000 | 2,250,000 | |||||||||||
Class A Common Stock | Underwriters Option | Searchlight Capital Partners, L.P. | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock issued and sold | 1,473,070 | ||||||||||||
Class A Common Stock | Underwriters Option | Former Equity Owner | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock issued and sold | 26,930 | ||||||||||||
Class A Common Stock | Follow-on Offering | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock issued and sold | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||
Share price per share | $ 48.50 | $ 48.50 | |||||||||||
Proceeds from issuance of common stock | $ 93,100,000 | $ 93,100,000 | |||||||||||
Underwriting discounts and commissions and offering expenses | $ 3,900,000 | $ 3,900,000 | |||||||||||
Class A Common Stock | Follow-on Offering | Searchlight Capital Partners, L.P. | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock issued and sold | 7,856,373 | 9,200,000 | 7,856,373 | ||||||||||
Share price per share | $ 55.50 | $ 55.50 | |||||||||||
Class A Common Stock | Follow-on Offering | Former Equity Owner | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock issued and sold | 143,627 | 143,627 | |||||||||||
Class C Common Stock | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock issued and sold | 4,625,346 | ||||||||||||
Class C Common Stock | Searchlight Capital Partners, L.P. | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock exchange | 5,009,911 | 4,940,400 | 5,009,911 | (9,950,311) | |||||||||
Class C Common Stock | Private Placement | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock issued and sold | 4,625,346 | 4,625,346 | |||||||||||
Proceeds from issuance of common stock | $ 100,000,000 | $ 100,000,000 | |||||||||||
Class B Common Stock | Searchlight Capital Partners, L.P. | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock exchange | 4,319,532 | 4,259,600 | 4,319,532 | (8,579,132) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | Jan. 29, 2021USD ($) | Nov. 30, 2017USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)ReportingUnit | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 01, 2021USD ($) | Oct. 31, 2019USD ($) | Aug. 31, 2019USD ($) | Apr. 30, 2019USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Outstanding debt | $ 1,028,400,000 | $ 662,100,000 | $ 1,028,400,000 | $ 662,100,000 | |||||||||||||
Aggregate principal amount | $ 560,000,000 | 0 | 0 | ||||||||||||||
Other intangible assets, net | 186,300,000 | 209,200,000 | 186,300,000 | 209,200,000 | |||||||||||||
Cash equivalents | 886,700,000 | 0 | 886,700,000 | 0 | |||||||||||||
Merchant funds held at sponsorship bank | 4,600,000 | 4,800,000 | |||||||||||||||
Cost of sales | $ 159,600,000 | $ 163,300,000 | $ 110,200,000 | $ 156,000,000 | 153,500,000 | $ 148,500,000 | $ 138,300,000 | $ 117,700,000 | $ 589,100,000 | 558,000,000 | $ 419,900,000 | ||||||
Number of reporting units | ReportingUnit | 1 | ||||||||||||||||
Impairment of goodwill | $ 0 | ||||||||||||||||
Estimated useful life, lease | 3 years | ||||||||||||||||
Payment processing agreements initial term | 3 years | ||||||||||||||||
Payment processing agreements renewal term | 2 years | ||||||||||||||||
Subscription contract period | 3 years | ||||||||||||||||
Interest income | $ 1,000,000 | 2,200,000 | |||||||||||||||
Advertising expense | 1,300,000 | 1,200,000 | 1,100,000 | ||||||||||||||
Research and development costs | $ 1,200,000 | $ 1,600,000 | 1,600,000 | ||||||||||||||
Bank sponsorship agreement term | 180 days | ||||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | |||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | Jan. 1, 2020 | |||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | |||||||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201813Member | us-gaap:AccountingStandardsUpdate201409Member | |||||||||||||||
Additional paid-in capital | $ (738,300,000) | $ (738,300,000) | |||||||||||||||
Retained earnings | (278,700,000) | (182,400,000) | (278,700,000) | $ (182,400,000) | (118,800,000) | ||||||||||||
Long-term debt | 1,027,500,000 | 656,800,000 | 1,027,500,000 | 656,800,000 | |||||||||||||
Shipping and Handling | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Cost of sales | 2,800,000 | 2,800,000 | 2,800,000 | ||||||||||||||
Maximum | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Cash balances insured by FDIC | 250,000 | $ 250,000 | |||||||||||||||
Capitalized acquisition costs estimated life amortized period | 5 years | ||||||||||||||||
Minimum | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Capitalized acquisition costs estimated life amortized period | 3 years | ||||||||||||||||
Period of acquisition term | 1 year | ||||||||||||||||
Previously Reported | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Other intangible assets, net | 213,200,000 | 213,200,000 | |||||||||||||||
Cost of sales | $ 109,500,000 | $ 154,900,000 | 151,900,000 | $ 147,200,000 | $ 136,900,000 | $ 116,400,000 | 552,400,000 | 410,200,000 | |||||||||
Retained earnings | (178,400,000) | (178,400,000) | (113,300,000) | ||||||||||||||
Cost of Sales | Adjustment | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Amortization expense | 600,000 | ||||||||||||||||
Cost of Sales | Adjustment | Misclassification of Cost of Sales in General and Administrative Expenses | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Misclassification amount | 6,200,000 | 4,900,000 | |||||||||||||||
General and Administrative Expenses | Adjustment | Misclassification of Cost of Sales in General and Administrative Expenses | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Misclassification amount | 6,200,000 | $ 4,900,000 | |||||||||||||||
Acquired Technology | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Other intangible assets, net | 62,900,000 | 69,000,000 | $ 62,900,000 | 69,000,000 | |||||||||||||
Acquired Technology | Previously Reported | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Other intangible assets, net | 4,800,000 | 4,800,000 | |||||||||||||||
Convertible Notes | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Conversion feature | 111,500,000 | ||||||||||||||||
Revolving Credit Facility | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Outstanding debt | 21,000,000 | 21,000,000 | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 40,000,000 | 89,500,000 | 89,500,000 | $ 90,000,000 | |||||||||||||
Line of credit facility, expiration date | Nov. 30, 2022 | ||||||||||||||||
Subsequent Event | ASU 2020-06 | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Additional paid-in capital | $ 111,500,000 | ||||||||||||||||
Retained earnings | 1,600,000 | ||||||||||||||||
Long-term debt | $ 109,900,000 | ||||||||||||||||
First Lien Term Loan Facility | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Outstanding debt | $ 1,140,000,000 | $ 511,100,000 | $ 1,140,000,000 | $ 511,100,000 | |||||||||||||
Aggregate principal amount | $ 430,000,000 | $ 520,000,000 | $ 450,000,000 | ||||||||||||||
First Lien Credit Agreement | Subsequent Event | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||||||||||||||||
First Lien Credit Agreement | Subsequent Event | Convertible Notes | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Aggregate principal amount | 150,000,000 | ||||||||||||||||
First Lien Credit Agreement | Subsequent Event | Convertible Notes | Minimum | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Aggregate principal amount | 150,000,000 | ||||||||||||||||
First Lien Credit Agreement | Subsequent Event | Revolving Credit Facility | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | ||||||||||||||||
Line of credit facility, expiration date | Jan. 29, 2026 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Effect of Revisions (Details) - USD ($) $ in Millions | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Other intangible assets, net | $ 186.3 | $ 209.2 | $ 186.3 | $ 186.3 | $ 209.2 | ||||||||||
Total noncurrent assets | 745.8 | 677.6 | 745.8 | 745.8 | 677.6 | ||||||||||
Total assets | 1,779.3 | 784 | 1,779.3 | 1,779.3 | 784 | ||||||||||
Retained deficit | (278.7) | (182.4) | (278.7) | (278.7) | (182.4) | $ (118.8) | |||||||||
Total stockholders' equity attributable to Shift4 Payments, Inc./members' (deficit) | 459.6 | (32.9) | 459.6 | 459.6 | (32.9) | ||||||||||
Total liabilities and stockholders' equity/members' deficit | 1,779.3 | 784 | 1,779.3 | 1,779.3 | 784 | ||||||||||
Cost of sales | 159.6 | $ 163.3 | $ 110.2 | $ 156 | 153.5 | $ 148.5 | $ 138.3 | $ 117.7 | 589.1 | 558 | 419.9 | ||||
Gross profit | 51.3 | 51.5 | 31.6 | 43.4 | 48.6 | 45.3 | 42.2 | 37.3 | 177.8 | 173.4 | 140.7 | ||||
General and administrative expenses | 35.2 | 35.4 | 88.3 | 21.1 | 32.3 | 36.1 | 24.5 | 24.2 | 180 | 117.1 | 79.8 | ||||
Total operating expenses | 56.8 | 55.4 | 88.4 | 34.8 | 48.1 | 54.5 | 37.8 | 37.4 | 235.4 | 177.8 | 153.8 | ||||
Loss from operations | (5.5) | (3.9) | (56.8) | 8.6 | 0.5 | (9.2) | 4.4 | (0.1) | (57.6) | (4.4) | (13.1) | ||||
Loss before income taxes | (23.1) | (10.5) | (75.4) | (4.8) | (12.9) | (22) | (7.6) | (12.4) | (113.8) | (54.9) | (59.5) | ||||
Income tax benefit (provision) (Note 15) | 1.4 | 0.7 | 0.6 | (0.3) | (0.5) | (0.5) | (0.4) | (0.3) | 2.4 | (1.7) | 4.1 | ||||
Net loss | $ (21.7) | (9.8) | (74.8) | (5.1) | (13.4) | (22.5) | (8) | (12.7) | $ (33.5) | $ (111.4) | [1] | (56.6) | [1] | (55.4) | [1] |
As Previously Reported | |||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Other intangible assets, net | 213.2 | 213.2 | |||||||||||||
Total noncurrent assets | 681.6 | 681.6 | |||||||||||||
Total assets | 788 | 788 | |||||||||||||
Retained deficit | (178.4) | (178.4) | (113.3) | ||||||||||||
Total stockholders' equity attributable to Shift4 Payments, Inc./members' (deficit) | (28.9) | (28.9) | |||||||||||||
Total liabilities and stockholders' equity/members' deficit | 788 | 788 | |||||||||||||
Cost of sales | 109.5 | 154.9 | 151.9 | 147.2 | 136.9 | 116.4 | 552.4 | 410.2 | |||||||
Gross profit | 32.3 | 44.5 | 50.2 | 46.6 | 43.6 | 38.6 | 179 | 150.4 | |||||||
General and administrative expenses | 35.5 | 89.2 | 22.3 | 34.3 | 37.5 | 26.1 | 26.5 | 124.4 | 83.7 | ||||||
Total operating expenses | 55.5 | 89.3 | 36 | 50.1 | 55.9 | 39.4 | 39.7 | 185.1 | 157.7 | ||||||
Loss from operations | (4) | (57) | 8.5 | 0.1 | (9.3) | 4.2 | (1.1) | (6.1) | (7.3) | ||||||
Loss before income taxes | (10.6) | (75.6) | (4.9) | (13.3) | (22.1) | (7.8) | (13.4) | (56.6) | (53.7) | ||||||
Income tax benefit (provision) (Note 15) | (0.4) | (0.1) | (1.5) | 3.8 | |||||||||||
Net loss | (9.9) | (75) | (5.2) | (13.8) | (22.6) | (8.2) | (13.5) | (58.1) | (49.9) | ||||||
Adjustment | |||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Other intangible assets, net | (4) | (4) | |||||||||||||
Total noncurrent assets | (4) | (4) | |||||||||||||
Total assets | (4) | (4) | |||||||||||||
Retained deficit | (4) | (4) | |||||||||||||
Total stockholders' equity attributable to Shift4 Payments, Inc./members' (deficit) | (4) | (4) | |||||||||||||
Total liabilities and stockholders' equity/members' deficit | (4) | (4) | |||||||||||||
Cost of sales | 0.7 | 1.1 | 1.6 | 1.3 | 1.4 | 1.3 | 5.6 | 9.7 | |||||||
Gross profit | (0.7) | (1.1) | (1.6) | (1.3) | (1.4) | (1.3) | (5.6) | (9.7) | |||||||
General and administrative expenses | (0.1) | (0.9) | (1.2) | (2) | (1.4) | (1.6) | (2.3) | (7.3) | (3.9) | ||||||
Total operating expenses | (0.1) | (0.9) | (1.2) | (2) | (1.4) | (1.6) | (2.3) | (7.3) | (3.9) | ||||||
Loss from operations | 0.1 | 0.2 | 0.1 | 0.4 | 0.1 | 0.2 | 1 | 1.7 | (5.8) | ||||||
Loss before income taxes | 0.1 | 0.2 | 0.1 | 0.4 | 0.1 | 0.2 | 1 | 1.7 | (5.8) | ||||||
Income tax benefit (provision) (Note 15) | (0.2) | (0.2) | 0.3 | ||||||||||||
Net loss | $ 0.1 | $ 0.2 | $ 0.1 | $ 0.4 | $ 0.1 | $ 0.2 | $ 0.8 | $ 1.5 | $ (5.5) | ||||||
[1] | Net loss is equal to comprehensive loss |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Effect of Revisions (Parenthetical) (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Retained deficit | $ 278.7 | $ 182.4 | $ 118.8 |
Previously Reported | |||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Retained deficit | $ 178.4 | $ 113.3 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Beginning balance | $ 2.5 | $ 2.7 | $ 0.5 |
Additions to expense | 7.6 | 2.8 | 2.2 |
Write-offs, net of recoveries and other adjustments | (4.4) | (3) | |
Ending balance | $ 5.7 | $ 2.5 | $ 2.7 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Each Asset Category (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Equipment | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 3 years |
Equipment | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 5 years |
Capitalized Software | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 3 years |
Capitalized Software | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 5 years |
Leasehold Improvements | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 5 years |
Leasehold Improvements | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 10 years |
Furniture and Fixtures | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 5 years |
Vehicles | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 5 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Changes in Allowance for Contract Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 4.6 | |
Cumulative effect of ASC 606 adoption | $ 4.7 | |
Beginning balance, adjusted | 4.6 | 4.7 |
Conversion from sales-type lease to operating lease accounting treatment (Note 4) | (4.5) | |
Additions to expense | 0.7 | 2.8 |
Write-offs, net of recoveries and other adjustments | $ (0.8) | (2.9) |
Ending Balance | $ 4.6 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Millions | Nov. 05, 2020 | Oct. 16, 2020 | Aug. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||
Business acquisition, net of cash acquired | $ 49.8 | $ 60.2 | $ 1.5 | |||
Restructuring expenses | 3.2 | 3.7 | ||||
3dcart | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition date | Nov. 5, 2020 | |||||
Business acquisition, percentage of membership interests acquired | 100.00% | |||||
Business acquisition, net of cash acquired | $ 39.9 | |||||
Business acquisition consideration transferred, value of shares | $ 19.2 | |||||
3dcart | Developed Technology | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average life | 5 years | |||||
3dcart | Trademarks and Trade Names | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average life | 3 years | |||||
3dcart | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average life | 7 years | |||||
3dcart | General and Administrative Expenses | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, expenses | 1.8 | |||||
3dcart | Class A Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition consideration transferred, value of shares | $ 19.2 | |||||
Hospitality Technology Vendor | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition date | Oct. 16, 2020 | |||||
Business acquisition, percentage of membership interests acquired | 100.00% | |||||
Business acquisition, net of cash acquired | $ 9.9 | |||||
Hospitality Technology Vendor | Developed Technology | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average life | 5 years | |||||
Hospitality Technology Vendor | Trademarks and Trade Names | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average life | 11 years | |||||
Hospitality Technology Vendor | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average life | 9 years | |||||
Hospitality Technology Vendor | General and Administrative Expenses | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, expenses | 0.3 | |||||
Merchant Link | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition date | Aug. 31, 2019 | |||||
Business acquisition, percentage of membership interests acquired | 100.00% | |||||
Business acquisition, net of cash acquired | $ 60.2 | |||||
Business acquisition, consideration transferred | $ 64 | |||||
Business acquisition, percentage of customer base integrated | 80.00% | |||||
Measurement period adjustment, accounts receivable | (0.7) | |||||
Measurement period adjustment, increase to goodwill | $ 0.7 | |||||
Write-off of capitalized software development costs | 1.9 | |||||
Impairment of capitalized software development costs | 0.8 | |||||
Employee retention costs | 0.3 | |||||
Merchant Link | General and Administrative Expenses | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, expenses | 0.4 | |||||
Business acquisition, integration expenses | 3 | |||||
Restructuring expenses | $ 3.3 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Nov. 05, 2020 | Oct. 16, 2020 | Aug. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 477 | $ 421.3 | $ 391.8 | |||
Net cash paid for acquisition | $ 49.8 | $ 60.2 | $ 1.5 | |||
3dcart | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 0.3 | |||||
Accounts receivable | 0.3 | |||||
Other intangible assets | 12.5 | |||||
Goodwill | 46.9 | |||||
Accounts payable | (0.1) | |||||
Accrued expenses and other current liabilities | (0.5) | |||||
Net assets acquired | 59.4 | |||||
Less: cash acquired | (0.3) | |||||
Less: Class A common stock | (19.2) | |||||
Net cash paid for acquisition | $ 39.9 | |||||
Hospitality Technology Vendor | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 0.6 | |||||
Accounts receivable | 1.9 | |||||
Prepaid expenses and other current assets | 0.1 | |||||
Property, plant and equipment | 0.1 | |||||
Inventory | 0.6 | |||||
Other intangible assets | 3.9 | |||||
Goodwill | 8.1 | |||||
Accounts payable | (1.2) | |||||
Accrued expenses and other current liabilities | (2.7) | |||||
Deferred revenue | (0.8) | |||||
Long-term debt | (0.1) | |||||
Net assets acquired | 10.5 | |||||
Less: cash acquired | (0.6) | |||||
Net cash paid for acquisition | $ 9.9 | |||||
Merchant Link | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 3.8 | |||||
Accounts receivable | 7.5 | |||||
Prepaid expenses and other current assets | 1.9 | |||||
Property, plant and equipment | 2.4 | |||||
Inventory | 1.7 | |||||
Other intangible assets | 20.4 | |||||
Goodwill | 30.2 | |||||
Accounts payable | (1.5) | |||||
Accrued expenses and other current liabilities | (2.1) | |||||
Deferred revenue | (0.3) | |||||
Net assets acquired | 64 | |||||
Less: cash acquired | (3.8) | |||||
Net cash paid for acquisition | $ 60.2 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020USD ($)PerformanceObligation | Dec. 31, 2019USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
Disaggregation Of Revenue [Line Items] | ||||
Retained earnings | $ (278.7) | $ (182.4) | $ (118.8) | |
Revenue, practical expedient description | The Company has elected to apply a practical expedient for contracts that have a term of one year or less and has not disclosed either the remaining performance obligation as of the end of the reporting period or when the Company expects to recognize the revenue. | |||
Revenue, practical expedient | true | |||
Deferred revenue | $ 8.1 | 5.6 | ||
Capitalized acquisition costs, net (Note 9) | $ 30.2 | $ 26.4 | ||
Cumulative Impact of Adopting ASC 606 | ASC 606 | ||||
Disaggregation Of Revenue [Line Items] | ||||
Retained earnings | $ 7 | |||
Number of revenue performance obligations | PerformanceObligation | 3 | |||
Revenue performance obligation description | The Company has three separate performance obligations under its recurring SaaS fees for point-of-sale systems provided to merchants: (1) point-of-sale software, (2) lease of hardware and (3) other support services. | |||
Cumulative Impact of Adopting ASC 606 | ASC 606 | Other Operating (Income) Expense, Net | ||||
Disaggregation Of Revenue [Line Items] | ||||
Operating lease cost | $ 12.4 |
Revenue - Effect of Lease Modif
Revenue - Effect of Lease Modifications (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Financial Statement After Lease Modification [Line Items] | |||||
Contract assets, net | $ 6.8 | $ 6.7 | |||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201813Member | us-gaap:AccountingStandardsUpdate201409Member | |||
Accounts receivable, net | $ 68.6 | $ 68.6 | $ 92.7 | $ 78.6 | |
Equipment under lease | 23.3 | 23.3 | |||
Deferred revenue | 8.2 | 8.2 | 7.8 | $ 5.6 | |
Other operating (income) expense, net | 12.4 | $ 12.4 | |||
Balance Prior to Lease Modification | |||||
Financial Statement After Lease Modification [Line Items] | |||||
Contract assets, net | 11.3 | 11.3 | |||
Accounts receivable, net | 67.7 | 67.7 | |||
Deferred revenue | 7.7 | 7.7 | |||
Effect of Change | |||||
Financial Statement After Lease Modification [Line Items] | |||||
Contract assets, net | (11.3) | $ (11.3) | |||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201409Member | ||||
Accounts receivable, net | 0.9 | $ 0.9 | |||
Equipment under lease | 23.3 | 23.3 | |||
Deferred revenue | $ (0.5) | (0.5) | |||
Other operating (income) expense, net | $ (12.4) |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue from contracts with customers | $ 210.9 | $ 214.8 | $ 141.8 | $ 199.4 | $ 202.1 | $ 193.8 | $ 180.5 | $ 155 | $ 766.9 | $ 731.4 | $ 560.6 |
Over-time Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue from contracts with customers | 736.7 | 687.9 | 525.5 | ||||||||
Point-in-time Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue from contracts with customers | 30.2 | 43.5 | 35.1 | ||||||||
Payments-based revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue from contracts with customers | 684.2 | 643.6 | 485.2 | ||||||||
Subscription and other revenues | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue from contracts with customers | $ 82.7 | $ 87.8 | $ 75.4 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||
Contract assets, net - beginning of period | $ 10.7 | |
Contract assets, net - beginning of period, adjusted | 10.7 | $ 11.1 |
Less: Contract assets, net - beginning of the period, current | (6.8) | (6.7) |
Contract assets, net - beginning of period, noncurrent | $ 3.9 | 4.4 |
Contract assets, net - end of period | 10.7 | |
Less: Contract assets, net - end of the period, current | (6.8) | |
Contract assets, net - end of period, noncurrent | 3.9 | |
Cumulative Effect of Period of Adoption Adjustment | ||
Disaggregation Of Revenue [Line Items] | ||
Contract assets, net - beginning of period | $ 11.1 |
Revenue - Summary of Annual Ser
Revenue - Summary of Annual Service Fees and Regulatory Compliance Fees (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Gross revenue | $ 210.9 | $ 214.8 | $ 141.8 | $ 199.4 | $ 202.1 | $ 193.8 | $ 180.5 | $ 155 | $ 766.9 | $ 731.4 | $ 560.6 |
Annual Service Fees and Regulatory Compliance Fees | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Gross revenue | 13.6 | 11.1 | 9.7 | ||||||||
Amount of These Fees Included in Deferred Revenue at Beginning of Period | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Gross revenue | $ 4.2 | $ 2.8 | $ 3.5 |
Restructuring - Summary of Chan
Restructuring - Summary of Changes in Restructuring Accrual (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||
Beginning Balance | $ 5.7 | $ 5.6 |
Restructuring accrual | 3.3 | |
Severance payments | (3.2) | (3.7) |
Accretion of interest | 0.4 | 0.5 |
Ending Balance | 2.9 | 5.7 |
2018 Restructuring Activities | ||
Restructuring Cost And Reserve [Line Items] | ||
Beginning Balance | 4.2 | 5.6 |
Severance payments | (1.7) | (1.9) |
Accretion of interest | 0.4 | 0.5 |
Ending Balance | 2.9 | 4.2 |
2019 Restructuring Activities | ||
Restructuring Cost And Reserve [Line Items] | ||
Beginning Balance | 1.5 | |
Restructuring accrual | 3.3 | |
Severance payments | (1.5) | (1.8) |
Ending Balance | $ 2.9 | $ 1.5 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost And Reserve [Line Items] | |||||||||||
Restructuring expenses (Note 5) | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.1 | $ 3.4 | $ 0.1 | $ 0.2 | $ 0.4 | $ 3.8 | $ 20.1 | |
Restructuring accrual, current portion | 2.9 | 1.4 | 2.9 | ||||||||
Restructuring accrual outstanding | 5.7 | 2.9 | 5.7 | 5.6 | |||||||
2018 Restructuring Activities | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Restructuring expenses (Note 5) | 18.3 | ||||||||||
Restructuring accrual outstanding | 4.2 | 2.9 | 4.2 | $ 5.6 | |||||||
2019 Restructuring Activities | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Restructuring accrual outstanding | 1.5 | 2.9 | 1.5 | ||||||||
Restructuring accrual outstanding expected to be paid in 2021 | 1.6 | ||||||||||
Restructuring accrual outstanding expected to be paid in 2022 | 1.6 | ||||||||||
Accretion of interest | 0.3 | ||||||||||
2019 Restructuring Activities | Accrued Expenses and Other Current Liabilities | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Restructuring accrual, current portion | 2.9 | 1.4 | 2.9 | ||||||||
2019 Restructuring Activities | Other Noncurrent Liabilities | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Restructuring accrual, noncurrent portion | $ 2.8 | $ 1.5 | $ 2.8 | ||||||||
2019 Restructuring Activities | Merchant Link | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Restructuring expenses (Note 5) | $ 3.3 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | ||
Total inventory | $ 1.5 | $ 8.5 |
Point-of-Sale Systems and Components | ||
Inventory [Line Items] | ||
Total inventory | 0.3 | 2.6 |
Terminal Systems and Components | ||
Inventory [Line Items] | ||
Total inventory | $ 1.2 | $ 5.9 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||
Balance, beginning | $ 421.3 | $ 391.8 |
Balance, ending | 477 | 421.3 |
Merchant Link | ||
Goodwill [Line Items] | ||
Acquisition during period | $ 29.5 | |
Measurement period adjustment | 0.7 | |
3dcart Acquisition | ||
Goodwill [Line Items] | ||
Acquisition during period | 46.9 | |
Hospitality Technology Vendor | ||
Goodwill [Line Items] | ||
Acquisition during period | $ 8.1 |
Other Intangible Assets, Net -
Other Intangible Assets, Net - Schedule of Other Intangible Assets, Net (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | ||
Carrying Value | $ 397.4 | $ 366.6 |
Accumulated Amortization | 211.1 | 157.4 |
Net Carrying Value | $ 186.3 | $ 209.2 |
Merchant Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 8 years | 8 years |
Carrying Value | $ 185.8 | $ 176.8 |
Accumulated Amortization | 106.5 | 81.1 |
Net Carrying Value | $ 79.3 | $ 95.7 |
Acquired Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 9 years | 10 years |
Carrying Value | $ 105.1 | $ 99.7 |
Accumulated Amortization | 42.2 | 30.7 |
Net Carrying Value | $ 62.9 | $ 69 |
Trademarks and Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 9 years | 9 years |
Carrying Value | $ 57.4 | $ 55.5 |
Accumulated Amortization | 39.1 | 30.1 |
Net Carrying Value | $ 18.3 | $ 25.4 |
Noncompete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 2 years | 2 years |
Carrying Value | $ 3.9 | $ 3.9 |
Accumulated Amortization | $ 3.9 | 3.6 |
Net Carrying Value | $ 0.3 | |
Capitalized Software Development Costs | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 4 years | 3 years |
Carrying Value | $ 25.1 | $ 14.9 |
Accumulated Amortization | 5.8 | 2 |
Net Carrying Value | $ 19.3 | $ 12.9 |
Leasehold Interest | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 2 years | 2 years |
Carrying Value | $ 0.1 | $ 0.1 |
Accumulated Amortization | $ 0.1 | $ 0.1 |
Residual Commission Buyouts | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 3 years | 3 years |
Carrying Value | $ 20 | $ 15.7 |
Accumulated Amortization | 13.5 | 9.8 |
Net Carrying Value | $ 6.5 | $ 5.9 |
Other Intangible Assets, Net _2
Other Intangible Assets, Net - Schedule of Other Intangible Assets, Net (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Residual Commission Buyouts | ||
Finite Lived Intangible Assets [Line Items] | ||
Contingent payment | $ 3.4 | $ 2.7 |
Other Intangible Assets, Net _3
Other Intangible Assets, Net - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2021 | $ 52.9 | |
2022 | 35.9 | |
2023 | 23.1 | |
2024 | 19.7 | |
2025 | 19.6 | |
Thereafter | 35.1 | |
Net Carrying Value | $ 186.3 | $ 209.2 |
Other Intangible Assets, Net _4
Other Intangible Assets, Net - Schedule of Amounts Charged to Expense in Amortization of Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 53.5 | $ 48.6 | $ 52.5 |
Depreciation and Amortization Expense | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 38.5 | 37.6 | 37.5 |
Cost of Sales | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 15 | $ 11 | $ 15 |
Other Intangible Assets, Net _5
Other Intangible Assets, Net - Additional Information (Details) - Acquired Technology - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | |||
Useful life of finite lived assets | 9 years | 10 years | |
Cost of Sales | |||
Finite Lived Intangible Assets [Line Items] | |||
Effect of change in estimate on estimated useful life of intangible asset | $ 1.1 | ||
Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of finite lived assets | 7 years | ||
Minimum | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of finite lived assets | 3 years |
Capitalized Acquisition Costs_3
Capitalized Acquisition Costs, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Capitalized Contract Cost [Line Items] | |||
Capitalized acquisition cost, net | $ 30.2 | $ 26.4 | |
Capitalized acquisition cost, gross carrying value | 55.7 | 39.2 | |
Capitalized acquisition cost, accumulated amortization | $ 25.5 | $ 12.8 | |
Capitalized acquisition costs, weighted average amortization period | 3 years | 4 years | |
Cost of Sales | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized acquisition cost, amortization expense | $ 15.7 | $ 10 | $ 14.3 |
Capitalized Acquisition Costs_4
Capitalized Acquisition Costs, Net - Summary of Estimate Future Amortization Expense for Capitalized Acquisition Costs (Details) $ in Millions | Dec. 31, 2020USD ($) |
Capitalized Acquisition Costs Net [Abstract] | |
2021 | $ 15.9 |
2022 | 10.8 |
2023 | 3.5 |
Total | $ 30.2 |
Equipment for Lease, Net - Addi
Equipment for Lease, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Leased Assets [Line Items] | |||
Depreciation | $ 5.2 | $ 3.8 | $ 3.5 |
Equipment not yet initially deployed to merchant and accordingly is not being depreciated | 7 | ||
Equipment Under Lease | |||
Operating Leased Assets [Line Items] | |||
Depreciation | 9.8 | ||
Carrying value | 43.5 | ||
Accumulated depreciation | 6.9 | ||
Net carrying value | $ 36.6 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Summary of Property,Plant and Equipment, Net (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 39.6 | $ 34.8 |
Less: Accumulated depreciation | (24.5) | (19.4) |
Total property and equipment, net | 15.1 | 15.4 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 16 | 13.3 |
Capitalized Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 8.7 | 7.1 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 11.6 | 11.3 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 3.1 | 2.9 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 0.2 | $ 0.2 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Summary of Amounts Charged to Expense in the Unaudited Condensed Consolidated Statements of Operations for Depreciation (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | |||||||||||
Depreciation and amortization expense | $ 14.8 | $ 16.2 | $ 10.4 | $ 10.5 | $ 10.5 | $ 10.1 | $ 9.8 | $ 9.8 | $ 51.9 | $ 40.2 | $ 40.4 |
Cost of sales | 1.6 | 1.4 | 1.2 | ||||||||
Total depreciation expense | 5.2 | 3.8 | 3.5 | ||||||||
Depreciation and Amortization Expense | |||||||||||
Property Plant And Equipment [Line Items] | |||||||||||
Depreciation and amortization expense | $ 3.6 | $ 2.4 | $ 2.3 |
Debt - Summary of Outstanding D
Debt - Summary of Outstanding Debt (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total borrowings | $ 1,028.4 | $ 662.1 |
Less: Current portion of debt | (0.9) | (5.3) |
Total debt | 1,027.5 | 656.8 |
Less: Unamortized capitalized financing costs | (22.1) | (21.7) |
Long-term debt (Note 12) | 1,005.4 | 635.1 |
2025 Notes | ||
Debt Instrument [Line Items] | ||
Total borrowings | 577.5 | |
Total debt | 564 | |
Less: Unamortized capitalized financing costs | (13.5) | |
2026 Notes | ||
Debt Instrument [Line Items] | ||
Total borrowings | 450 | |
First Lien Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Total borrowings | 1,140 | 511.1 |
Second Lien Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Total borrowings | 130 | |
Other Financing Arrangements | ||
Debt Instrument [Line Items] | ||
Other financing arrangements | $ 0.9 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total borrowings | $ 21 |
Debt - Additional Information (
Debt - Additional Information (Details) | Jan. 29, 2021USD ($) | Oct. 29, 2020USD ($) | Nov. 30, 2017USD ($) | Oct. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)Day$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Oct. 31, 2019USD ($) | Aug. 31, 2019USD ($) | Apr. 30, 2019USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 560,000,000 | $ 0 | ||||||||||||
Loss on extinguishment of debt | $ (9,500,000) | $ (7,100,000) | $ (16,600,000) | |||||||||||
Transaction expenses | 800,000 | |||||||||||||
Proceeds from lines of credit | 68,500,000 | 91,000,000 | $ 20,000,000 | |||||||||||
Outstanding borrowings repaid | 89,500,000 | 90,000,000 | ||||||||||||
Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 40,000,000 | 89,500,000 | 89,500,000 | $ 90,000,000 | ||||||||||
Line of credit facility, maturity date | Nov. 30, 2022 | |||||||||||||
Minimum letters of credit outstanding covenant percentage of revolving commitments | 35.00% | |||||||||||||
Outstanding borrowings | 21,000,000 | |||||||||||||
Proceeds from lines of credit | $ 68,500,000 | |||||||||||||
Outstanding borrowings repaid | $ 89,500,000 | |||||||||||||
Revolving Credit Facility | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Minimum letters of credit outstanding covenant percentage of revolving commitments | 35.00% | |||||||||||||
Debt instrument default interest rate per year | 2.00% | |||||||||||||
Standby Letter of Credit | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, maximum borrowing capacity | 500,000 | $ 500,000 | ||||||||||||
Minimum | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit facility unused commitment fee percentage | 0.25% | |||||||||||||
Minimum | Revolving Credit Facility | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit facility unused commitment fee percentage | 0.25% | |||||||||||||
Maximum | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit facility unused commitment fee percentage | 0.50% | |||||||||||||
Maximum | Revolving Credit Facility | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit facility unused commitment fee percentage | 0.50% | |||||||||||||
LIBOR | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 0.00% | |||||||||||||
LIBOR | Minimum | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 4.00% | |||||||||||||
LIBOR | Minimum | Revolving Credit Facility | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 3.00% | |||||||||||||
LIBOR | Maximum | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 4.50% | |||||||||||||
LIBOR | Maximum | Revolving Credit Facility | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 3.50% | |||||||||||||
4.625% Senior Notes Due 2026 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument financing fees | $ 7,200,000 | |||||||||||||
Debt instrument capitalized amount | 6,400,000 | |||||||||||||
Transaction expenses | 800,000 | |||||||||||||
Base Rate | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 0.00% | |||||||||||||
Base Rate | Minimum | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 3.00% | |||||||||||||
Base Rate | Minimum | Revolving Credit Facility | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 2.00% | |||||||||||||
Base Rate | Maximum | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 3.50% | |||||||||||||
Base Rate | Maximum | Revolving Credit Facility | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 2.50% | |||||||||||||
Federal Funds Rate | Maximum | Revolving Credit Facility | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 0.50% | |||||||||||||
Alternate Base Rate and LIBO Rate | Revolving Credit Facility | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, floor rate | 0.00% | |||||||||||||
First Lien Term Loan Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 430,000,000 | $ 520,000,000 | $ 450,000,000 | |||||||||||
Debt instrument, maturity date | Nov. 30, 2024 | |||||||||||||
Debt instrument, principal pre-payment | 59,800,000 | |||||||||||||
Debt instrument, frequency of interest payment | payable quarterly | |||||||||||||
First Lien Term Loan Facility | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 4.50% | |||||||||||||
First Lien Term Loan Facility | 4.625% Senior Notes Due 2026 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loss on extinguishment of debt | (9,500,000) | |||||||||||||
Second Lien Term Loan Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 130,000,000 | |||||||||||||
Debt instrument, maturity date | Nov. 30, 2025 | |||||||||||||
Debt instrument, repayment of outstanding amount | $ 130,000,000 | |||||||||||||
Debt instrument, frequency of interest payment | payable quarterly | |||||||||||||
Second Lien Term Loan Facility | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 8.50% | |||||||||||||
4.625% Senior Notes Due 2026 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 450,000,000 | $ 450,000,000 | ||||||||||||
Debt instrument, maturity date | Dec. 31, 2026 | Nov. 1, 2026 | ||||||||||||
Debt instrument, frequency of interest payment | semi-annually | |||||||||||||
Proceeds from notes offering | $ 442,800,000 | |||||||||||||
Debt instrument, interest rate, stated percentage | 4.625% | 4.625% | ||||||||||||
Repayments of debt | $ 450,000,000 | |||||||||||||
Debt instrument, interest payment, commencement date | May 1, 2021 | |||||||||||||
Debt instrument, redemption price percentage | 100.00% | |||||||||||||
Debt instrument, redemption percentage | 104.625% | |||||||||||||
Redemption period minimum term | 10 days | |||||||||||||
Redemption period maximum term | 60 days | |||||||||||||
4.625% Senior Notes Due 2026 | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, redemption percentage | 50.00% | |||||||||||||
4.625% Senior Notes Due 2026 | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, redemption percentage | 40.00% | |||||||||||||
Convertible Notes Due 2025 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | 690,000,000 | $ 690,000,000 | ||||||||||||
Debt instrument, maturity date | Dec. 15, 2025 | |||||||||||||
Debt instrument, redemption price percentage | 100.00% | |||||||||||||
Proceeds from 2025 notes offering | $ 673,600,000 | |||||||||||||
Debt Instrument, convertible price percentage | 130.00% | |||||||||||||
Carrying amount of equity component | $ 114,200,000 | $ 114,200,000 | ||||||||||||
Debt instrument effective interest rate | 4.10% | 4.10% | ||||||||||||
Debt issuance costs | $ 16,400,000 | |||||||||||||
Debt issuance costs attributed to liability component | 13,700,000 | |||||||||||||
Amortization of capitalized financing fees and debt discount | $ 5,400,000 | $ 4,000,000 | $ 3,700,000 | |||||||||||
Convertible Notes Due 2025 | Class A Common Stock | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument initial conversion of shares | 12.4262 | |||||||||||||
Debt instrument initial conversion amount | $ 1,000 | |||||||||||||
Debt instrument, conversion price per share | $ / shares | $ 80.48 | $ 80.48 | ||||||||||||
Convertible Notes Due 2025 | Quarter Commencing After March 31, 2021 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, number of trading days | Day | 20 | |||||||||||||
Debt Instrument, number of consecutive trading days | Day | 30 | |||||||||||||
Debt Instrument, convertible price percentage | 130.00% | |||||||||||||
Convertible Notes Due 2025 | 2021 Measurement Period | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument initial conversion amount | $ 1,000 | |||||||||||||
Debt Instrument, number of consecutive trading days | Day | 5 | |||||||||||||
Debt Instrument, convertible price percentage | 98.00% | |||||||||||||
Debt instrument number of business days | Day | 5 | |||||||||||||
First Lien Credit Agreement | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | |||||||||||||
First Lien Credit Agreement | Subsequent Event | Convertible Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 150,000,000 | |||||||||||||
Debt instrument, maturity date | Sep. 15, 2025 | |||||||||||||
First Lien Credit Agreement | Revolving Credit Facility | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||||||||||
Line of credit facility, maturity date | Jan. 29, 2026 | |||||||||||||
Credit facility unused commitment fee percentage | 0.50% | |||||||||||||
First Lien Credit Agreement | Letters of Credit | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Revolving loan facility available | $ 25,000,000 | |||||||||||||
First Lien Credit Agreement | Minimum | Subsequent Event | Convertible Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 150,000,000 | |||||||||||||
First Lien Credit Agreement | LIBOR | Revolving Credit Facility | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 3.50% |
Debt - Summary of Net Carrying
Debt - Summary of Net Carrying Amount of 2025 Notes (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2017 |
Debt Instrument [Line Items] | |||
Principal outstanding | $ 0 | $ 560,000,000 | |
Unamortized debt issuance costs | $ (22,100,000) | (21,700,000) | |
Total debt | 1,027,500,000 | $ 656,800,000 | |
Convertible Notes Due 2025 | |||
Debt Instrument [Line Items] | |||
Principal outstanding | 690,000,000 | ||
Unamortized debt discount | (112,500,000) | ||
Unamortized debt issuance costs | (13,500,000) | ||
Total debt | $ 564,000,000 |
Debt - Summary of Net Carryin_2
Debt - Summary of Net Carrying Amount of Equity Component of 2025 Notes (Details) - Convertible Notes Due 2025 $ in Millions | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
Amount allocated to the conversion option | $ 114.2 |
Less: allocated issuance costs | (2.7) |
Equity component, net | $ 111.5 |
Other Consolidated Balance Sh_3
Other Consolidated Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Other Consolidated Balance Sheet Components [Abstract] | ||
Prepaid insurance | $ 2.5 | $ 1.2 |
Other prepaid expenses | 6.5 | 4.9 |
Agent and employee loan receivables | 0.3 | 0.5 |
Taxes receivable | 1.2 | |
Deferred IPO-related costs | 2 | |
Other current assets | 1 | 0.2 |
Total prepaid expenses and other current assets | $ 11.5 | $ 8.8 |
Other Consolidated Balance Sh_4
Other Consolidated Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Other Consolidated Balance Sheet Components [Abstract] | ||
Contingent liabilities related to earnout payments and change of control | $ 32.3 | |
Accrued interest | $ 3.6 | 9.2 |
Residuals payable | 6.8 | 5.5 |
Taxes payable | 1.4 | 1 |
Deferred tenant reimbursement allowance | 3.1 | 3.6 |
Restructuring accrual | 1.4 | 2.9 |
Accrued payroll | 2.8 | 2.3 |
Deferred employer social security tax pursuant to the CARES Act | 3 | |
Escrow payable | 2.3 | |
Accrued rent | 1.5 | 1.5 |
Other current liabilities | 4.2 | 2.6 |
Total accrued expenses and other current liabilities | $ 30.1 | $ 60.9 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair value, measurement with unobservable inputs reconciliation, liability, transfers into level 3 | $ 0 | $ 0 | $ 0 | |
Fair value, measurement with unobservable inputs reconciliation, liability, transfers out of level 3 | 0 | 0 | $ 0 | |
2026 Notes | Level 2 | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Estimated fair value | $ 468,000,000 | 468,000,000 | ||
2025 Notes | Level 2 | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Estimated fair value | $ 843,900,000 | $ 843,900,000 | ||
Minimum | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Undiscounted estimated range of outcomes | 1,500,000 | |||
Maximum | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Undiscounted estimated range of outcomes | $ 2,300,000 | |||
Discount Rate | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Earnout liabilities, discounted rate | 3.87 | |||
Class A Common Stock | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Issuance of common stock for settlement of contingent liabilities related to change of control | shares | 915,503 | |||
Class A Common Stock | Initial Public Offering | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Issuance of common stock for settlement of contingent liabilities related to change of control | shares | 915,503 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Additional Information Regarding Contingent Liabilities that are Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring $ in Millions | Dec. 31, 2019USD ($) |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total contingent liabilities | $ 32.3 |
Significant Observable Inputs (Level 3) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total contingent liabilities | 32.3 |
Change of Control | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total contingent liabilities | 30.4 |
Change of Control | Significant Observable Inputs (Level 3) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total contingent liabilities | 30.4 |
Earnout Payments | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total contingent liabilities | 1.9 |
Earnout Payments | Significant Observable Inputs (Level 3) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total contingent liabilities | $ 1.9 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of Beginning and Ending Balances for Level 3 Contingent Liabilities (Details) - Significant Observable Inputs (Level 3) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Balance at beginning of period | $ 32.3 | $ 19.9 | $ 23.4 |
Additions | 1.7 | ||
Fair value adjustments | (7.8) | 15.5 | (0.3) |
Balance at end of period | 32.3 | 32.3 | 19.9 |
Earnout Payments | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Payments made for contingent liabilities | (3) | $ (3.1) | $ (3.2) |
Change of Control | Class A Common Stock | Restricted Stock Units | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Payments made for contingent liabilities | $ (23.2) |
Fair Value Measurement - Reco_2
Fair Value Measurement - Reconciliation of Beginning and Ending Balances for Level 3 Contingent Liabilities (Parenthetical) (Details) - Level 3 - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Initial Public Offering | Restricted Stock Units | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Issuance of restricted stock units for settlement of contingent liabilities | 89,842 | |
Other Noncurrent Liabilities | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Deferred compensation liabilities | $ 1.7 | $ 1.9 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Income Tax Benefit (Provision) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current | |||||||||||
Federal | $ 1.4 | $ (1.1) | |||||||||
State | (0.2) | (0.4) | |||||||||
Foreign | (0.1) | ||||||||||
Total current income tax benefit (provision) | 1.1 | (1.5) | |||||||||
Deferred | |||||||||||
Federal | 1.2 | (0.2) | $ 4 | ||||||||
State | 0.1 | 0.1 | |||||||||
Total deferred income tax benefit (provision) | 1.3 | (0.2) | 4.1 | ||||||||
Total income tax benefit (provision) | $ 1.4 | $ 0.7 | $ 0.6 | $ (0.3) | $ (0.5) | $ (0.5) | $ (0.4) | $ (0.3) | $ 2.4 | $ (1.7) | $ 4.1 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of United States Statutory Income Tax Rate to Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
Noncontrolling interests/effect of pass-through entities (LLC loss) | (17.10%) | (23.60%) | (14.30%) |
State income taxes, net of federal benefit | 1.10% | ||
Permanent Items | 1.60% | ||
Change in valuation allowance | (4.50%) | ||
Other | (0.50%) | 0.20% | |
Effective income tax rate | 2.10% | (3.10%) | 6.90% |
Income Taxes - Details of Defer
Income Taxes - Details of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Investment in Shift4 Payments, LLC | $ 181.2 | |
Net operating loss and tax credits carryforward | 19.8 | $ 0.2 |
Equity-based compensation | 10.2 | |
Accrued expenses | 1.9 | 1 |
Other | 0.8 | 1.5 |
Subtotal | 213.9 | 2.7 |
Valuation allowance | (179.5) | |
Total deferred tax assets | 34.4 | 2.7 |
Deferred tax liabilities: | ||
2025 Notes | (29.4) | |
Intangibles | (5.9) | (6) |
Fixed assets | (1.8) | (0.4) |
Other liabilities | (0.1) | (0.4) |
Total deferred tax liabilities | (37.2) | (6.8) |
Net deferred tax liability | $ (2.8) | $ (4.1) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Line Items] | |||
Valuation allowance | $ 179,500,000 | ||
Tax receivable agreement realized tax benefit percentage | 85.00% | ||
Tax receivable agreement expected remaining tax benefit percentage | 15.00% | ||
Unrecognized liability under TRA | $ 151,200,000 | ||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
Continuing Equity Owners | |||
Income Taxes [Line Items] | |||
Deferred tax assets | $ 735,000,000 | ||
Tax receivable agreement liability | $ 624,800,000 | ||
Federal statutory rate | 24.90% | ||
Maximum TRA liability in the event of early termination | $ 690,800,000 | ||
Continuing Equity Owners | Class A Common Stock | |||
Income Taxes [Line Items] | |||
Share redeemed or exchanged price per share | $ 75.40 | ||
Federal | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 83,100,000 | ||
Federal | Earliest Tax Year | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards expiration year | 2036 | ||
Net operating loss carryforward period | 20 years | ||
Year open and subject to examination | 2017 | ||
Federal | Latest Tax Year | |||
Income Taxes [Line Items] | |||
Year open and subject to examination | 2019 | ||
State | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 30,000,000 | ||
Net operating loss carryforwards expiration year | 2041 | ||
State | Earliest Tax Year | |||
Income Taxes [Line Items] | |||
Year open and subject to examination | 2017 | ||
State | Latest Tax Year | |||
Income Taxes [Line Items] | |||
Year open and subject to examination | 2019 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Total Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 0.3 | |
Increase related to current year tax positions | 0 | $ 0.3 |
Ending balance | $ 0.3 | $ 0.3 |
Operating Lease Agreements - Ad
Operating Lease Agreements - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Noncancellable lease agreements expiration date | Nov. 30, 2028 | ||
Rent expense | $ 6.4 | $ 4.2 | $ 4.1 |
Operating Lease Agreements - Su
Operating Lease Agreements - Summary of Future Minimum Rental Payments Under Operating Lease (Details) $ in Millions | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 6.7 |
2022 | 5.3 |
2023 | 3.7 |
2024 | 3.2 |
2025 | 2.7 |
Thereafter | 6.6 |
Total | $ 28.2 |
Operating Lease Agreements - _2
Operating Lease Agreements - Additional Information (Details 1) - SaaS Agreement - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 $ in Millions | Dec. 31, 2020USD ($) |
Disaggregation Of Revenue [Line Items] | |
Total remaining performance obligations | $ 10.8 |
Contractual term | 1 year |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||||
Related party transaction description | Rook entered into a margin loan agreement pursuant to which it pledged LLC Interests and shares of the Company’s Class A and Class B common stock (collectively, Rook Units) to secure a margin loan. If Rook were to default on its obligations under the margin loan and fail to cure such default, the lender would have the right to exchange and sell up to 15,227,181 Rook units to satisfy Rook’s obligation. | |||
Rook Units | Rook Holdings Inc | Margin Loan Agreement | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Right to exchange and sell limited liability company shares by lender upon default | 15,227,181 | |||
Shareholder | Aircraft Service | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction description | The Company has a service agreement with a shareholder of the Company, including access to aircrafts and a property. | |||
Accounts Payable | ||||
Related Party Transaction [Line Items] | ||||
Management fees outstanding | $ 500,000 | |||
Accounts Receivable | Follow-on Offering | ||||
Related Party Transaction [Line Items] | ||||
Related party costs | $ 1,200,000 | $ 1,000,000 | ||
Accrued Expenses and Other Current Liabilities | Shareholder | Aircraft Service | ||||
Related Party Transaction [Line Items] | ||||
Outstanding to related parties | 0 | 0 | ||
Professional Fees | ||||
Related Party Transaction [Line Items] | ||||
Management fees | 800,000 | 2,000,000 | $ 2,000,000 | |
General and Administrative Expenses | Shareholder | Aircraft Service | ||||
Related Party Transaction [Line Items] | ||||
Total expense transaction with related party | $ 400,000 | $ 400,000 | $ 400,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ / shares in Units, $ in Millions | 7 Months Ended | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Loss Contingencies [Line Items] | ||
Equity-based compensation | $ | $ 65.9 | |
Share Price | $ / shares | $ 23 | $ 23 |
Restricted Stock Units | ||
Loss Contingencies [Line Items] | ||
Share issued | shares | 4,840,508 | 4,840,508 |
Initial Public Offering | ||
Loss Contingencies [Line Items] | ||
Equity-based compensation | $ | $ 56.9 | |
Initial Public Offering | Restricted Stock Units | ||
Loss Contingencies [Line Items] | ||
Share issued | shares | 2,475,830 | 2,475,830 |
Redeemable Preferred Units - Ad
Redeemable Preferred Units - Additional Information (Details) - USD ($) | Jun. 04, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | ||||
Redeemable preferred units, shares authorized | 430 | |||
Redeemable preferred units, shares issued | 430 | |||
Redeemable preferred units, shares outstanding | 430 | |||
Redeemable preferred units, stated value per unit | $ 100,000 | |||
Redeemable preferred units, carrying value | $ 43,000,000 | |||
Non-convertible Redeemable Preferred Units | ||||
Temporary Equity [Line Items] | ||||
Redeemable preferred units, shares authorized | 430 | |||
Redeemable preferred units, shares issued | 430 | |||
Redeemable preferred units, shares outstanding | 430 | |||
Redeemable preferred units, stated value per unit | $ 100,000 | |||
Redeemable preferred units, carrying value | $ 43,000,000 | |||
Redeemable preferred units, liquidation value | 43,000,000 | |||
Redeemable preferred units, preferred dividend rate | 10.50% | |||
Redeemable preferred units, value | $ 150,000,000 | |||
Redeemable preferred units, accrued preferred dividends | 2,100,000 | 5,000,000 | $ 4,700,000 | |
Non-convertible Redeemable Preferred Units | Initial Public Offering | ||||
Temporary Equity [Line Items] | ||||
Redeemable preferred units, accrued preferred dividends | $ 900,000 | |||
Redeemable preferred units, preferred dividends outstanding | 3,200,000 | |||
Redeemable preferred units, accrued preferred dividends converted to interests | $ 2,300,000 | |||
Non-convertible Redeemable Preferred Units | Accrued Expenses and Other Current Liabilities | ||||
Temporary Equity [Line Items] | ||||
Redeemable preferred units, cumulative accrued but unpaid dividends | $ 1,200,000 | |||
Non-convertible Redeemable Preferred Units | Maximum | ||||
Temporary Equity [Line Items] | ||||
Redeemable preferred units, maximum preferred dividend | $ 5,000,000 |
Stockholders' Equity_Members'_2
Stockholders' Equity/Members' Deficit - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 06, 2020 | Sep. 15, 2020 | Jun. 09, 2020 | Jun. 04, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | |||||||||
Preferred stock,authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock issued and sold | 2,514,854 | ||||||||
Initial Public Offering | |||||||||
Class Of Stock [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 362.6 | ||||||||
IPO and Private Placement | |||||||||
Class Of Stock [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 462.6 | $ 462.6 | |||||||
Shift4 Payments, LLC. | |||||||||
Class Of Stock [Line Items] | |||||||||
Issuance of common stock for change of control contingent liabilities | 915,503 | ||||||||
Preferred Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Preferred stock,authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Class A Common Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Common unit, authorized | 100,000 | ||||||||
Common unit, issued | 100,000 | ||||||||
Common unit, outstanding | 100,000 | ||||||||
Common stock, voting rights | one vote per unit | ||||||||
Reorganization transactions, shares | (100,000) | ||||||||
Class A Common Units | Minimum | |||||||||
Class Of Stock [Line Items] | |||||||||
Threshold value of distributions to common unit holders | $ 565.2 | ||||||||
Class A Common Units | Searchlight II GWN, L.P. | |||||||||
Class Of Stock [Line Items] | |||||||||
Common unit, issued | 60,000 | ||||||||
Common unit, outstanding | 60,000 | ||||||||
Class A Common Units | Rook Holdings Inc | |||||||||
Class Of Stock [Line Items] | |||||||||
Common unit, issued | 40,000 | ||||||||
Common unit, outstanding | 40,000 | ||||||||
Investment owned shares | 25,829,016 | 25,829,016 | 25,829,016 | ||||||
Interest owned percentage | 46.70% | 46.70% | 46.70% | ||||||
Class A Common Units | Searchlight | |||||||||
Class Of Stock [Line Items] | |||||||||
Investment owned shares | 28,889,790 | 28,889,790 | 28,889,790 | ||||||
Interest owned percentage | 52.30% | 52.30% | 52.30% | ||||||
Class B Common Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Common unit, authorized | 1,010 | ||||||||
Common unit, issued | 1,010 | ||||||||
Common unit, outstanding | 1,010 | ||||||||
Common stock, voting rights | Members holding Class B Common units were not entitled to vote on any matters of the Company | ||||||||
Distributions percentage of common unit | 1.11% | ||||||||
Special distribution of divided on a pro rata basis | $ 9 | ||||||||
Reorganization transactions, shares | (1,010) | ||||||||
Class B Common Units | Maximum | |||||||||
Class Of Stock [Line Items] | |||||||||
Threshold value of distributions to common unit holders | $ 655 | ||||||||
Class B Common Units | Former Equity Owner | |||||||||
Class Of Stock [Line Items] | |||||||||
Investment owned shares | 528,150 | 528,150 | 528,150 | ||||||
Interest owned percentage | 1.00% | 1.00% | 1.00% | ||||||
Class A Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, voting rights | one vote per share | ||||||||
Common stock, authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, conversion basis | one-to-one | ||||||||
Reorganization transactions, shares | 528,150 | ||||||||
Issuance of common stock for change of control contingent liabilities | 915,503 | ||||||||
Common stock issued and sold | 17,250,000 | ||||||||
Class A Common Stock | Initial Public Offering | |||||||||
Class Of Stock [Line Items] | |||||||||
Issuance of common stock for change of control contingent liabilities | 915,503 | ||||||||
Common stock issued and sold | 17,250,000 | 17,250,000 | |||||||
Share price per share | $ 23 | $ 23 | |||||||
Proceeds from issuance of common stock | $ 362.6 | ||||||||
Class A Common Stock | Underwriters Option | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock issued and sold | 2,250,000 | 2,250,000 | |||||||
Class A Common Stock | Follow-on Offering | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock issued and sold | 2,000,000 | 2,000,000 | 2,000,000 | ||||||
Share price per share | $ 48.50 | $ 48.50 | |||||||
Proceeds from issuance of common stock | $ 93.1 | $ 93.1 | |||||||
Underwriting discounts and commissions and offering expenses | $ 3.9 | $ 3.9 | |||||||
Class A Common Stock | Shift4 Payments, LLC. | |||||||||
Class Of Stock [Line Items] | |||||||||
Issuance of common stock for change of control contingent liabilities | 915,503 | ||||||||
Class A Common Stock | Searchlight | |||||||||
Class Of Stock [Line Items] | |||||||||
Stock exchange | 18,529,443 | ||||||||
Class A Common Stock | Searchlight | Underwriters Option | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock issued and sold | 1,473,070 | ||||||||
Class A Common Stock | Searchlight | Follow-on Offering | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock issued and sold | 7,856,373 | 9,200,000 | 7,856,373 | ||||||
Share price per share | $ 55.50 | $ 55.50 | $ 55.50 | ||||||
Class A Common Stock | Former Equity Owner | |||||||||
Class Of Stock [Line Items] | |||||||||
Reorganization transactions, shares | 528,150 | ||||||||
Class A Common Stock | Former Equity Owner | Underwriters Option | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock issued and sold | 26,930 | ||||||||
Class A Common Stock | Former Equity Owner | Follow-on Offering | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock issued and sold | 143,627 | 143,627 | |||||||
Class B Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, voting rights | ten votes per share | ||||||||
Common stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, conversion basis | one-to-one | ||||||||
Reorganization transactions, shares | 39,204,989 | ||||||||
Class B Common Stock | Searchlight | |||||||||
Class Of Stock [Line Items] | |||||||||
Stock exchange | 4,319,532 | 4,259,600 | 4,319,532 | (8,579,132) | |||||
Class B Common Stock | Continuing Equity Owners | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, conversion basis | one-to-one | ||||||||
Reorganization transactions, shares | 39,204,989 | ||||||||
Class C Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, voting rights | ten votes per share | ||||||||
Common stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Reorganization transactions, shares | 15,513,817 | ||||||||
Common stock issued and sold | 4,625,346 | ||||||||
Class C Common Stock | Private Placement | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock issued and sold | 4,625,346 | 4,625,346 | |||||||
Proceeds from issuance of common stock | $ 100 | $ 100 | |||||||
Class C Common Stock | Searchlight | |||||||||
Class Of Stock [Line Items] | |||||||||
Reorganization transactions, shares | 15,513,817 | ||||||||
Stock exchange | 5,009,911 | 4,940,400 | 5,009,911 | (9,950,311) |
Noncontrolling Interests - Summ
Noncontrolling Interests - Summary of Ownership of LLC Interests (Details) | 7 Months Ended |
Dec. 31, 2020shares | |
Minority Interest [Line Items] | |
Balances at June 4, 2020 | 78,037,805 |
Issuance of common stock in IPO and concurrent private placement, shares | 2,514,854 |
Balances at December 31, 2020 | 80,552,659 |
Balances at June 4, 2020, Ownership percentage | 100.00% |
Balances at December 31, 2020, Ownership percentage | 100.00% |
Shift4 Payments, Inc | |
Minority Interest [Line Items] | |
Balances at June 4, 2020 | 38,832,816 |
Issuance of common stock in IPO and concurrent private placement, shares | 2,514,854 |
Redemption of LLC units | 8,579,132 |
Balances at December 31, 2020 | 49,926,802 |
Balances at June 4, 2020, Ownership percentage | 49.80% |
Issuance of LLC units, Ownership percentage | 1.50% |
Redemption of LLC units, Ownership percentage | 10.70% |
Balances at December 31, 2020, Ownership percentage | 62.00% |
Continuing Equity Owners | |
Minority Interest [Line Items] | |
Balances at June 4, 2020 | 39,204,989 |
Redemption of LLC units | (8,579,132) |
Balances at December 31, 2020 | 30,625,857 |
Balances at June 4, 2020, Ownership percentage | 50.20% |
Issuance of LLC units, Ownership percentage | (1.50%) |
Redemption of LLC units, Ownership percentage | (10.70%) |
Balances at December 31, 2020, Ownership percentage | 38.00% |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Class A Common Stock | |
Minority Interest [Line Items] | |
Stock issue description | one-for-one |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
General and Administrative Expenses | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Expenses related to discretionary matching contributions | $ 0.4 | $ 1.2 | $ 0.6 |
Equity-based Compensation - Add
Equity-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 66.2 | |
Income tax benefit from equity-based compensation expense | $ 2 | |
RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Granted under plan | 5,064,627 | |
Vested, Weighted Average Grant Date Fair Value | $ 23 | |
RSUs and PRSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized equity-based compensation expense | $ 56.6 | |
Unrecognized equity-based compensation expense expected to be recognized over weighted-average period | 2 years 4 months 24 days | |
2020 Incentive Award Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Maximum common stock available for issuance | 5,750,000 | |
Percentage of outstanding shares of all classes of common stock | 1.00% | |
2020 Incentive Award Plan | Initial Public Offering | RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Granted under plan | 4,690,167 | |
2020 Incentive Award Plan | Initial Public Offering | RSUs Not Subject to Continued Service | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Granted under plan | 2,475,830 | |
Vesting month and year | 2021-06 | |
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Granted under plan | 421,548 | 107,105 |
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | Non-Employee Directors | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Granted under plan | 28,254 | |
Vesting month and year | 2021-06 | |
Grant date fair value of shares vested | $ 0.1 | |
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | Vested in December 2020 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting month and year | 2020-12 | |
Vesting percentage | 50.00% | |
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | Vest in December 2021 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting month and year | 2021-12 | |
Vesting percentage | 50.00% | |
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | Vesting in October 2021 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting month and year | 2021-10 | |
Vesting percentage | 20.00% | |
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | Vesting in October 2022 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting month and year | 2022-10 | |
Vesting percentage | 30.00% | |
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | Vesting in October 2023 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting month and year | 2023-10 | |
Vesting percentage | 50.00% | |
2020 Incentive Award Plan | Initial Public Offering | Restricted Stock Units Subject to Continued Service Vesting in Equal Installments at Each Anniversary of the Grant Date | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Granted under plan | 1,764,535 | 195,952 |
Vesting period | 3 years | 3 years |
2020 Incentive Award Plan | Initial Public Offering | PRSUs Subject to Continued Service | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Granted under plan | 71,403 | |
Vesting percentage | 25.00% | |
2020 Incentive Award Plan | Initial Public Offering | RSUs and PRSUs Subject to Continued Service | Vest in Prior to June 2021 | Class A Common Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vested, Weighted Average Grant Date Fair Value | $ 23 |
Equity-based Compensation - Sch
Equity-based Compensation - Schedule of RSU Activity (Details) - RSUs | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs, Granted | shares | 5,064,627 |
Number of RSUs, Vested | shares | (201,425) |
Number of RSUs, Forfeited or cancelled | shares | (22,694) |
Number of RSUs, Unvested balance at end of period | shares | 4,840,508 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | $ 24.30 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 23 |
Forfeited or cancelled, Weighted Average Grant Date Fair Value | $ / shares | 23.27 |
Unvested balance at end of period, Weighted Average Grant Date Fair Value | $ / shares | $ 24.35 |
Basic and Diluted Net Loss pe_3
Basic and Diluted Net Loss per Share - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Earnings Per Share [Abstract] | |
Adjusted to reflect an additional loss | $ 1 |
Basic and Diluted Net Loss pe_4
Basic and Diluted Net Loss per Share - Schedule of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | [1] | Dec. 31, 2018 | [1] | |||
Earnings Per Share Basic And Diluted [Line Items] | ||||||||||||||||
Net loss | $ (21.7) | $ (9.8) | $ (74.8) | $ (5.1) | $ (13.4) | $ (22.5) | $ (8) | $ (12.7) | $ (33.5) | $ (111.4) | [1] | $ (56.6) | $ (55.4) | |||
Less: Net loss attributable to Shift4 Payments, LLC prior to the Reorganization Transaction | 77.9 | |||||||||||||||
Less: Net loss attributable to noncontrolling interests subsequent to the Reorganization Transactions | 15.1 | |||||||||||||||
Net loss attributable to Shift4 Payments, Inc. | $ (12.4) | $ (5) | $ (1) | (18.4) | [2] | |||||||||||
Adjustment to net loss attributable to common stockholders | (1) | |||||||||||||||
Net loss attributable to common stockholders | (19.4) | |||||||||||||||
Class A Common Stock | ||||||||||||||||
Earnings Per Share Basic And Diluted [Line Items] | ||||||||||||||||
Net loss attributable to common stockholders | $ (12.1) | |||||||||||||||
Denominator - Basic and Diluted: | ||||||||||||||||
Weighted average common shares outstanding | [3] | 28,148,355 | ||||||||||||||
Net loss per share - Basic and Diluted: | ||||||||||||||||
Net loss per share - Basic and Diluted | $ (0.28) | $ (0.12) | $ (0.03) | $ (0.43) | [3] | |||||||||||
Class C Common Stock | ||||||||||||||||
Earnings Per Share Basic And Diluted [Line Items] | ||||||||||||||||
Net loss attributable to common stockholders | $ (7.3) | |||||||||||||||
Denominator - Basic and Diluted: | ||||||||||||||||
Weighted average common shares outstanding | [3] | 16,882,903 | ||||||||||||||
Net loss per share - Basic and Diluted: | ||||||||||||||||
Net loss per share - Basic and Diluted | $ (0.28) | $ (0.12) | $ (0.03) | $ (0.43) | [3] | |||||||||||
[1] | Net loss is equal to comprehensive loss | |||||||||||||||
[2] | Net loss attributable Shift4 Payments, Inc.is equal to comprehensive loss attributable to Shift4 Payments, Inc. for the year ended December 31, 2020. | |||||||||||||||
[3] | The amounts for the year ended December 31, 2020 represent basic and diluted net loss per share of Class A and Class C common stock and weighted average shares of Class A and Class C common stock outstanding for the period from June 5, 2020 through December 31, 2020, the period following the Reorganization Transactions and Shift4 Payments, Inc.'s initial public offering described in Note 1. See Note 24 for additional information on basic and diluted net loss per share. |
Basic And Diluted Net Loss Pe_5
Basic And Diluted Net Loss Per Share - Schedule of Calculation of Diluted Net Loss Per Share as the Effect Would be Anti-dilutive (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Earnings Per Share Basic And Diluted [Line Items] | |
LLC Interests that convert into potential Class A common shares | 88,529,862 |
LLC Interests that Convert into Potential Class A Common Shares | |
Earnings Per Share Basic And Diluted [Line Items] | |
LLC Interests that convert into potential Class A common shares | 30,625,857 |
Restricted Stock Units | |
Earnings Per Share Basic And Diluted [Line Items] | |
LLC Interests that convert into potential Class A common shares | 2,265,021 |
Restricted Stock Units | Non-Employee Directors | |
Earnings Per Share Basic And Diluted [Line Items] | |
LLC Interests that convert into potential Class A common shares | 39,745 |
Performance Restricted Stock Units | |
Earnings Per Share Basic And Diluted [Line Items] | |
LLC Interests that convert into potential Class A common shares | 71,403 |
Convertible Senior Notes due 2025 | |
Earnings Per Share Basic And Diluted [Line Items] | |
LLC Interests that convert into potential Class A common shares | 55,527,836 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Summary of Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid for income taxes, net of refunds | $ 0.8 | $ 0.2 | $ 0.5 |
Cash paid for interest | 39.2 | 47.2 | 35.9 |
Noncash operating activity | |||
Deferred compensation settled with restricted stock units | 2.1 | ||
Noncash investing activities | |||
Shares issued in connection with 3dcart Acquisition | 19.2 | ||
Equipment for lease | 2 | ||
Capitalized software development costs | 0.6 | 0.9 | |
Noncash financing activities | |||
Contingent consideration settled with Class A common stock | 21.1 | ||
Short-term financing for directors and officers insurance | 3.4 | ||
Preferred return on preferred stock settled with LLC Interests | $ 2.3 | ||
Accrued preferred return on redeemable preferred units | $ 1.2 | $ 4.7 |
Segments - Additional Informati
Segments - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2020segmentcustomer | Dec. 31, 2019customer | Dec. 31, 2018customer | |
Segment Reporting [Abstract] | |||
Number of operating segment | 1 | ||
Number of reportable segment | 1 | ||
Number of customers accounted for more than 10% of company's revenue | customer | 0 | 0 | 0 |
Segments - Summarizes Gross Rev
Segments - Summarizes Gross Revenue by Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | |||||||||||
Payments-based revenue | $ 684.2 | $ 643.6 | $ 485.2 | ||||||||
Subscription and other revenues | 82.7 | 87.8 | 75.4 | ||||||||
Total gross revenue | $ 210.9 | $ 214.8 | $ 141.8 | $ 199.4 | $ 202.1 | $ 193.8 | $ 180.5 | $ 155 | 766.9 | 731.4 | 560.6 |
Less: network fees | 443.9 | 425.9 | 307.9 | ||||||||
Less: Other costs of sales | 145.2 | 132.1 | 112 | ||||||||
Gross profit | $ 51.3 | $ 51.5 | $ 31.6 | $ 43.4 | $ 48.6 | $ 45.3 | $ 42.2 | $ 37.3 | $ 177.8 | $ 173.4 | $ 140.7 |
Unaudited Quarterly Financial_3
Unaudited Quarterly Financial Data - Summary of Unaudited Consolidated Results of Operations (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Gross revenue | $ 210.9 | $ 214.8 | $ 141.8 | $ 199.4 | $ 202.1 | $ 193.8 | $ 180.5 | $ 155 | $ 766.9 | $ 731.4 | $ 560.6 | ||||
Cost of sales | 159.6 | 163.3 | 110.2 | 156 | 153.5 | 148.5 | 138.3 | 117.7 | 589.1 | 558 | 419.9 | ||||
Gross profit | 51.3 | 51.5 | 31.6 | 43.4 | 48.6 | 45.3 | 42.2 | 37.3 | 177.8 | 173.4 | 140.7 | ||||
General and administrative expenses | 35.2 | 35.4 | 88.3 | 21.1 | 32.3 | 36.1 | 24.5 | 24.2 | 180 | 117.1 | 79.8 | ||||
Depreciation and amortization expense | 14.8 | 16.2 | 10.4 | 10.5 | 10.5 | 10.1 | 9.8 | 9.8 | 51.9 | 40.2 | 40.4 | ||||
Professional fees | 4.9 | 2.9 | 1.2 | 1.7 | 3.3 | 3.3 | 2 | 1.8 | 10.7 | 10.4 | 7.4 | ||||
Advertising and marketing expenses | 1.1 | 0.8 | 0.8 | 1.3 | 1.9 | 1.6 | 1.4 | 1.4 | 4 | 6.3 | 6.1 | ||||
Restructuring expenses | 0.1 | 0.1 | 0.2 | 0.1 | 3.4 | 0.1 | 0.2 | 0.4 | 3.8 | 20.1 | |||||
Transaction-related expenses | 0.8 | ||||||||||||||
Other operating (income) expense, net | (12.4) | (12.4) | |||||||||||||
Total operating expenses | 56.8 | 55.4 | 88.4 | 34.8 | 48.1 | 54.5 | 37.8 | 37.4 | 235.4 | 177.8 | 153.8 | ||||
Loss from operations | (5.5) | (3.9) | (56.8) | 8.6 | 0.5 | (9.2) | 4.4 | (0.1) | (57.6) | (4.4) | (13.1) | ||||
Loss on extinguishment of debt | (9.5) | (7.1) | (16.6) | ||||||||||||
Other income, net | 0.5 | 0.2 | (0.1) | 0.1 | 0.7 | 0.2 | 0.6 | 1 | 0.6 | ||||||
Interest expense | (8.1) | (7.1) | (11.7) | (13.3) | (13.4) | (12.9) | (12.7) | (12.5) | (40.2) | (51.5) | (47) | ||||
Loss before income taxes | (23.1) | (10.5) | (75.4) | (4.8) | (12.9) | (22) | (7.6) | (12.4) | (113.8) | (54.9) | (59.5) | ||||
Income tax (provision) benefit | 1.4 | 0.7 | 0.6 | (0.3) | (0.5) | (0.5) | (0.4) | (0.3) | 2.4 | (1.7) | 4.1 | ||||
Net loss | (21.7) | (9.8) | (74.8) | (5.1) | $ (13.4) | $ (22.5) | $ (8) | $ (12.7) | $ (33.5) | (111.4) | [1] | $ (56.6) | [1] | $ (55.4) | [1] |
Net loss attributable to noncontrolling interests | (9.3) | (4.8) | (73.8) | $ (5.1) | (93) | [2] | |||||||||
Net loss attributable to Shift4 Payments, Inc. | $ (12.4) | $ (5) | $ (1) | $ (18.4) | [3] | ||||||||||
Class A Common Stock | |||||||||||||||
Basic and diluted net loss per share: | |||||||||||||||
Net loss per share - Basic and Diluted | $ (0.28) | $ (0.12) | $ (0.03) | $ (0.43) | [4] | ||||||||||
Class C Common Stock | |||||||||||||||
Basic and diluted net loss per share: | |||||||||||||||
Net loss per share - Basic and Diluted | $ (0.28) | $ (0.12) | $ (0.03) | $ (0.43) | [4] | ||||||||||
[1] | Net loss is equal to comprehensive loss | ||||||||||||||
[2] | Net loss attributable to noncontrolling interests is equal to comprehensive loss attributable to noncontrolling interests for the year ended December 31, 2020, including the net loss for the period January 1, 2020 through June 4, 2020, the date the SEC declared effective the Company’s Registration Statement on S-1 filed in connection with its IPO. See Note 1 for more information. | ||||||||||||||
[3] | Net loss attributable Shift4 Payments, Inc.is equal to comprehensive loss attributable to Shift4 Payments, Inc. for the year ended December 31, 2020. | ||||||||||||||
[4] | The amounts for the year ended December 31, 2020 represent basic and diluted net loss per share of Class A and Class C common stock and weighted average shares of Class A and Class C common stock outstanding for the period from June 5, 2020 through December 31, 2020, the period following the Reorganization Transactions and Shift4 Payments, Inc.'s initial public offering described in Note 1. See Note 24 for additional information on basic and diluted net loss per share. |
Unaudited Quarterly Financial_4
Unaudited Quarterly Financial Data - Summary of Unaudited Consolidated Results of Operations (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | ||
Net loss incurred prior to reorganization transactions | $ 72.8 | $ 5.1 |
Unaudited Quarterly Financial_5
Unaudited Quarterly Financial Data - Summary of Effects of Revisions (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Cost of sales | $ 159.6 | $ 163.3 | $ 110.2 | $ 156 | $ 153.5 | $ 148.5 | $ 138.3 | $ 117.7 | $ 589.1 | $ 558 | $ 419.9 | ||||
Gross profit | 51.3 | 51.5 | 31.6 | 43.4 | 48.6 | 45.3 | 42.2 | 37.3 | 177.8 | 173.4 | 140.7 | ||||
General and administrative expenses | 35.2 | 35.4 | 88.3 | 21.1 | 32.3 | 36.1 | 24.5 | 24.2 | 180 | 117.1 | 79.8 | ||||
Total operating expenses | 56.8 | 55.4 | 88.4 | 34.8 | 48.1 | 54.5 | 37.8 | 37.4 | 235.4 | 177.8 | 153.8 | ||||
Loss from operations | (5.5) | (3.9) | (56.8) | 8.6 | 0.5 | (9.2) | 4.4 | (0.1) | (57.6) | (4.4) | (13.1) | ||||
Loss before income taxes | (23.1) | (10.5) | (75.4) | (4.8) | (12.9) | (22) | (7.6) | (12.4) | (113.8) | (54.9) | (59.5) | ||||
Income tax (provision) benefit | 1.4 | 0.7 | 0.6 | (0.3) | (0.5) | (0.5) | (0.4) | (0.3) | 2.4 | (1.7) | 4.1 | ||||
Net loss | $ (21.7) | $ (9.8) | $ (74.8) | (5.1) | (13.4) | (22.5) | (8) | (12.7) | $ (33.5) | $ (111.4) | [1] | (56.6) | [1] | (55.4) | [1] |
Class A and C Common Stock | |||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss per share - Basic and Diluted | $ (0.12) | $ (0.03) | |||||||||||||
As Previously Reported | |||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Cost of sales | $ 109.5 | 154.9 | 151.9 | 147.2 | 136.9 | 116.4 | 552.4 | 410.2 | |||||||
Gross profit | 32.3 | 44.5 | 50.2 | 46.6 | 43.6 | 38.6 | 179 | 150.4 | |||||||
General and administrative expenses | $ 35.5 | 89.2 | 22.3 | 34.3 | 37.5 | 26.1 | 26.5 | 124.4 | 83.7 | ||||||
Total operating expenses | 55.5 | 89.3 | 36 | 50.1 | 55.9 | 39.4 | 39.7 | 185.1 | 157.7 | ||||||
Loss from operations | (4) | (57) | 8.5 | 0.1 | (9.3) | 4.2 | (1.1) | (6.1) | (7.3) | ||||||
Loss before income taxes | (10.6) | (75.6) | (4.9) | (13.3) | (22.1) | (7.8) | (13.4) | (56.6) | (53.7) | ||||||
Income tax (provision) benefit | (0.4) | (0.1) | (1.5) | 3.8 | |||||||||||
Net loss | $ (9.9) | $ (75) | (5.2) | (13.8) | (22.6) | (8.2) | (13.5) | (58.1) | (49.9) | ||||||
As Previously Reported | Class A and C Common Stock | |||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss per share - Basic and Diluted | $ (0.12) | $ (0.03) | |||||||||||||
Adjustment | |||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Cost of sales | $ 0.7 | 1.1 | 1.6 | 1.3 | 1.4 | 1.3 | 5.6 | 9.7 | |||||||
Gross profit | (0.7) | (1.1) | (1.6) | (1.3) | (1.4) | (1.3) | (5.6) | (9.7) | |||||||
General and administrative expenses | $ (0.1) | (0.9) | (1.2) | (2) | (1.4) | (1.6) | (2.3) | (7.3) | (3.9) | ||||||
Total operating expenses | (0.1) | (0.9) | (1.2) | (2) | (1.4) | (1.6) | (2.3) | (7.3) | (3.9) | ||||||
Loss from operations | 0.1 | 0.2 | 0.1 | 0.4 | 0.1 | 0.2 | 1 | 1.7 | (5.8) | ||||||
Loss before income taxes | 0.1 | 0.2 | 0.1 | 0.4 | 0.1 | 0.2 | 1 | 1.7 | (5.8) | ||||||
Income tax (provision) benefit | (0.2) | (0.2) | 0.3 | ||||||||||||
Net loss | $ 0.1 | $ 0.2 | $ 0.1 | $ 0.4 | $ 0.1 | $ 0.2 | $ 0.8 | $ 1.5 | $ (5.5) | ||||||
[1] | Net loss is equal to comprehensive loss |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Mar. 03, 2021 | Jan. 29, 2021 | Nov. 30, 2017 | Dec. 31, 2020 | Feb. 28, 2021 | Dec. 31, 2019 | Aug. 31, 2019 |
Subsequent Event [Line Items] | |||||||
Debt instrument, face amount | $ 560,000,000 | $ 0 | |||||
Subsequent Event | VenueNext | |||||||
Subsequent Event [Line Items] | |||||||
Business acquisition, consideration transferred, cash | $ 41,500,000 | ||||||
Subsequent Event | Space Exploration Technologies Corp | Maximum | |||||||
Subsequent Event [Line Items] | |||||||
Commitment to purchase shares value | $ 27,500,000 | ||||||
Subsequent Event | Class A Common Stock | VenueNext | |||||||
Subsequent Event [Line Items] | |||||||
Business acquisition consideration transferred, value of shares | $ 30,500,000 | ||||||
Revolving Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 40,000,000 | $ 89,500,000 | $ 90,000,000 | ||||
Line of credit facility, expiration date | Nov. 30, 2022 | ||||||
First Lien Credit Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, term | Revolving Credit Facility matures on January 29, 2026, or, if greater than $150.0 million aggregate principal amount of the Company’s convertible notes remains outstanding on September 15, 2025, on that date | ||||||
First Lien Credit Agreement | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||||||
First Lien Credit Agreement | Convertible Notes | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, face amount | 150,000,000 | ||||||
First Lien Credit Agreement | Convertible Notes | Subsequent Event | Minimum | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, face amount | 150,000,000 | ||||||
First Lien Credit Agreement | Revolving Credit Facility | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | ||||||
Line of credit facility, expiration date | Jan. 29, 2026 |