Document and Entity Information
Document and Entity Information | May 18, 2022 |
Document Information [Line Items] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | May 18, 2022 |
Entity Registrant Name | PAYSAFE LIMITED |
Entity Central Index Key | 0001833835 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-40302 |
Entity Address, Address Line One | 25 Canada Square |
Entity Address, Address Line Two | 27th Floor |
Entity Address, City or Town | London |
Entity Address, Country | GB |
Contact Personnel Name | Paysafe Limited |
Entity Address, Postal Zip Code | E14 5LQ |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Revenue | $ 367,668 | $ 377,424 |
Cost of services (excluding depreciation and amortization) | 147,103 | 151,037 |
Selling, general and administrative | 130,568 | 193,998 |
Depreciation and amortization | 63,423 | 65,462 |
Impairment expense on goodwill and intangible assets | 1,205,731 | 578 |
Restructuring and other costs | 12,591 | 2,970 |
Operating loss | (1,191,748) | (36,621) |
Other income, net | 3,478 | 32,525 |
Interest expense, net | (25,956) | (62,369) |
Loss before taxes | (1,214,226) | (66,465) |
Income tax benefit | (43,414) | (5,936) |
Net loss | (1,170,812) | (60,529) |
Less: net income attributable to non-controlling interest | 371 | 118 |
Net loss attributable to the Company | $ (1,171,183) | $ (60,647) |
Net loss per share attributable to the Company - basic | $ (1.62) | $ (0.08) |
Net loss per share attributable to the Company - diluted | $ (1.62) | $ (0.08) |
Net Loss | $ (1,170,812) | $ (60,529) |
Other comprehensive loss, net of tax of $0: | ||
Gain / (loss) on foreign currency translation | 14,396 | (8,498) |
Total comprehensive loss | (1,156,416) | (69,027) |
Less: comprehensive income attributable to non-controlling interest | 371 | 118 |
Total comprehensive loss attributable to the company | $ (1,156,787) | $ (69,145) |
Consolidated Statements of Fina
Consolidated Statements of Financial Position (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 258,046 | $ 313,439 |
Customer accounts and other restricted cash, net of allowance for credit losses of $664 and $673, respectively | 1,711,994 | 1,658,279 |
Accounts receivable, net of allowance for credit losses of $9,288 and $8,642, respectively | 157,033 | 147,780 |
Settlement receivables, net of allowance credit losses of $3,668 and $4,049, respectively | 124,397 | 149,852 |
Prepaid expenses and other current assets | 69,115 | 64,497 |
Related party receivables - current | 6,236 | 6,492 |
Contingent consideration receivable - current | 2,767 | 2,842 |
Total current assets | 2,329,588 | 2,343,181 |
Deferred tax assets | 21,723 | 21,926 |
Property, plant and equipment, net | 13,633 | 14,907 |
Operating lease right-of-use assets | 30,846 | 33,118 |
Intangible assets, net | 1,390,718 | 1,202,204 |
Goodwill | 2,712,809 | 3,650,037 |
Other assets – non-current | 1,976 | 1,856 |
Total non-current assets | 4,171,705 | 4,924,048 |
Total assets | 6,501,293 | 7,267,229 |
Current liabilities | ||
Accounts payable and other liabilities | 220,991 | 211,841 |
Short-term debt | 10,190 | 10,190 |
Funds payable and amounts due to customers | 1,806,040 | 1,400,057 |
Operating lease liabilities – current | 8,843 | 8,845 |
Income taxes payable | 13,317 | 11,041 |
Contingent and deferred consideration payable – current | 20,520 | 13,673 |
Liability for share-based compensation – current | 4,308 | 3,360 |
Total current liabilities | 2,084,209 | 1,659,007 |
Non-current debt | 2,702,792 | 2,748,178 |
Operating lease liabilities – non-current | 25,676 | 28,008 |
Deferred tax liabilities | 76,295 | 64,886 |
Warrant liabilities | 28,292 | 35,575 |
Liability for share-based compensation – non-current | 5,764 | 6,664 |
Contingent and deferred consideration payable – non-current | 15,316 | 17,142 |
Total non-current liabilities | 2,854,135 | 2,900,453 |
Total liabilities | 4,938,344 | 4,559,460 |
Commitments and contingent liabilities | ||
Shareholder’s equity | ||
Common shares - $0.001 par value; 20,000,000,000 shares authorized; 724,686,080 shares issued and outstanding as of March 31, 2022 and 723,715,147 shares issued and outstanding as of December 31, 2021 | 725 | 723 |
Additional paid in capital / Share premium | 2,999,543 | 2,949,654 |
Accumulated deficit | (1,547,971) | (376,788) |
Accumulated other comprehensive loss | 10,571 | (3,825) |
Shareholder's equity in the Company | 1,462,868 | 2,569,764 |
Non-controlling interest | 100,081 | 138,005 |
Total shareholder's equity | 1,562,949 | 2,707,769 |
Total liabilities and shareholder’s equity | $ 6,501,293 | $ 7,267,229 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Position (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Contract with customer and other restricted cash, allowance for Credit Loss | $ 664 | $ 673 |
Accounts Receivable, Allowance for Credit Loss, Current | 9,288 | 8,642 |
Settlement receivables, net of allowance for credit losses of $3,668 and $4,049, respectively | $ 3,668 | $ 4,049 |
Ordinary shares, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 20,000,000,000 | 20,000,000,000 |
Common Stock, Shares, Issued | 724,686,080 | 723,715,147 |
Common Stock, Shares, Outstanding | 724,686,080 | 723,715,147 |
Consolidated Statements of Shar
Consolidated Statements of Shareholder's Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Shares [Member] | Additional paid in capital / Share premium [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income/Loss [Member] | Shareholders' equity in the Company [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2020 | $ 1,933,003 | $ 1,252 | $ 2,188,706 | $ (265,834) | $ (2,419) | $ 1,921,705 | $ 11,298 |
Net loss / (income) | (60,529) | (60,647) | (60,647) | 118 | |||
Loss on foreign currency translation, net of tax of $0 | (8,498) | (8,498) | (8,498) | ||||
Contributions from non-controlling interest holders (see Note 16) | 26,000 | 26,000 | |||||
Capital injection in Legacy Paysafe (See Note 16) | 10,694 | 10,692 | 10,694 | ||||
Capital Injection In Legacy Paysafe Shares | 2,000 | ||||||
Shared based compensation | 67,718 | 67,718 | 67,718 | ||||
Share issuance, net of transaction expenses (See Note 2) | 1,848,278 | $ 200 | 1,848,078 | 1,848,278 | |||
Capital reorganization (See Note 2) | (2,448,800) | (921) | (2,447,879) | (2,448,800) | |||
Merger recapitalization (See Note 2) | 1,358,672 | 190 | 1,258,401 | 1,258,591 | 100,081 | ||
Ending balance at Mar. 31, 2021 | 2,726,538 | 723 | 2,925,716 | (326,481) | (10,917) | 2,589,041 | 137,497 |
Beginning balance at Dec. 31, 2021 | $ 2,707,769 | $ 723 | 2,949,654 | (376,788) | (3,825) | 2,569,764 | 138,005 |
Beginning balance, shares at Dec. 31, 2021 | 723,715,147 | ||||||
Net loss / (income) | $ (1,170,812) | (1,171,183) | (1,171,183) | 371 | |||
Loss on foreign currency translation, net of tax of $0 | 14,396 | 14,396 | 14,396 | ||||
Shared based compensation | 11,593 | 11,593 | 11,593 | ||||
Restricted stock units issued, Shares | 1 | ||||||
Restricted stock units issued | (1) | ||||||
Capital contribution | 38,295 | 38,295 | (38,295) | ||||
Shares issued upon warrants exercised | 3 | $ 1 | 2 | 3 | |||
Ending balance at Mar. 31, 2022 | $ 1,562,949 | $ 725 | $ 2,999,543 | $ (1,547,971) | $ 10,571 | $ 1,462,868 | $ 100,081 |
Ending balance, shares at Mar. 31, 2022 | 724,686,080 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholder's Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement Of Stockholders Equity [Abstract] | ||
Loss on foreign currency translation, net of tax of $0 | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net Loss | $ (1,170,812) | $ (60,529) |
Adjustments for non-cash items: | ||
Depreciation and amortization | 63,423 | 65,462 |
Unrealized foreign exchange gain | 2,364 | 6,438 |
Deferred tax benefit | (49,601) | (3,730) |
Interest expense, net | 11,202 | 25,516 |
Share based compensation | 13,970 | 80,841 |
Other income, net | (1,815) | (31,975) |
Impairment expense on goodwill and intangible assets | 1,205,731 | 578 |
Allowance for credit losses and other | 5,888 | 5,985 |
Non-cash lease expense | 2,269 | 2,462 |
Movements in working capital: | ||
Accounts receivable, net | (14,529) | (20,856) |
Prepaid expenses, other current assets, and related party receivables | (5,151) | (3,813) |
Settlement receivables, net | 22,447 | 14,379 |
Accounts payable, other liabilities, and related party payables | (1,189) | (9,309) |
Funds payable and amounts due to customers | 418,944 | (21,272) |
Income tax payable | 707 | (1,437) |
Net cash flows provided by operating activities | 503,848 | 48,740 |
Cash flows from investing activities | ||
Purchase of property, plant & equipment | (650) | (412) |
Purchase of merchant portfolios | (10,364) | (1,644) |
Purchase of other intangible assets | (19,989) | (14,994) |
Acquisition of businesses, net of cash acquired | (424,722) | (23,531) |
Net cash flows used in investing activities | (455,725) | (40,581) |
Cash flows from financing activities | ||
Cash settled equity awards | (154) | 0 |
Proceeds from exercise of warrants | 3 | 0 |
Net cash inflow from reorganization and recapitalization | 0 | 1,167,874 |
Payment of equity issuance costs | 0 | (133,422) |
Proceeds from loans and borrowings | 50,000 | 0 |
Repayment of loans and borrowings | (60,885) | (1,155,743) |
Payment of debt issuance costs | (6,261) | 0 |
Payments under derivative financial instruments, net | 0 | (4,693) |
Proceeds under line of credit | 150,000 | 150,000 |
Repayments under line of credit | (150,000) | (150,000) |
Contingent consideration paid | (1,436) | (970) |
Net cash flows used in financing activities | (18,733) | (126,954) |
Effect of foreign exchange rate changes | (31,068) | (62,402) |
Decrease in cash and cash equivalents, including customer accounts and other restricted cash during the period | (1,678) | (181,197) |
Cash and cash equivalents, including customer accounts and other restricted cash at beginning of the period | 1,971,718 | 1,763,852 |
Cash and cash equivalents at end of the period, including customer accounts and other restricted cash | 1,970,040 | 1,582,655 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 14,754 | 36,853 |
Cash paid / (received) for Income taxes, net | 5,480 | (769) |
Cash and cash equivalents | 258,046 | 274,438 |
Customer accounts and other restricted cash, net | 1,711,994 | 1,308,217 |
Total cash and cash equivalents, including customer accounts and other restricted cash, net | $ 1,970,040 | $ 1,582,655 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 1. Basis of presentation and summary of significant accounting policies Description of the Business In these unaudited condensed consolidated financial statements and related notes, Paysafe Limited, and its consolidated subsidiaries are referred to collectively as “Paysafe,” “‘we,” “us,” and “the Company” unless the context requires otherwise. Paysafe is a leading global provider of end-to-end payment solutions. Our core purpose is to enable businesses and consumers to connect and transact seamlessly through our payment platforms. Paysafe Limited was originally incorporated as an exempted limited company under the laws of Bermuda on November 23, 2020 for purposes of acquiring Foley Trasimene Acquisition Corp. II (“FTAC”). FTAC was originally incorporated in the State of Delaware on July 15, 2020 as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar transaction with one or more businesses. FTAC completed its Initial Public Offering (“IPO”) in August 2020. On December 7, 2020, Paysafe Limited, FTAC, Merger Sub Inc., (a Delaware corporation and direct, wholly owned subsidiary of Paysafe Limited, herein referred to as “Merger Sub”), Paysafe Bermuda Holding LLC (a Bermuda exempted limited liability company and direct, wholly owned subsidiary of Paysafe Limited, herein referred to as “LLC”), Pi Jersey Holdco 1.5 Limited (a private limited company incorporated under the laws of Jersey, Channel Islands on November 17, 2017, herein referred to as “Legacy Paysafe” or “Accounting Predecessor”), and Paysafe Group Holdings Limited (a private limited company incorporated under the laws of England and Wales, herein referred to as “PGHL”), entered into a definitive agreement and plan of merger which was consummated on March 30, 2021. This is further discussed in Note 2, Transactions. In connection with the Transaction, the Company’s common shares and warrants were listed on the New York Stock Exchange under the symbols PSFE and PSFE.WS, respectively. Prior to the Transaction, Legacy Paysafe was a direct, wholly owned subsidiary of Paysafe Group Holdings Limited and was primarily owned by funds advised by affiliates of CVC Capital Partners (such funds collectively, “CVC”) and The Blackstone Group Inc. (“Blackstone”). This ownership was through the ultimate parent entity, Pi Jersey Topco Limited (“Topco” or the “Ultimate Parent”), who directly wholly owns PGHL. As a result of the Transaction, Legacy Paysafe is a wholly owned subsidiary of the Company. Subsequent to the Transaction, Topco, CVC and Blackstone retain ownership in the Company. In the fourth quarter of 2021, we revised our reportable segments, which are the same as our operating segments, as a result of a change in our Chief Operating Decision Maker (“CODM”) and how our CODM regularly reviews financial information to allocate resources and assess performance. Our new reportable segments are US Acquiring and Digital Commerce. The Company had historically operated, and was organized, as three separate segments, Integrated Processing, Digital Wallet and eCash Solutions. Digital Commerce includes the previous Digital Wallet and eCash Solutions segments along with Integrated eCommerce Solutions (“IES”) that was previously part of the Integrated Processing segment. The prior-year information has been recast to reflect this change. Basis of Presentation The accompanying unaudited condensed consolidated financial statements for the three months ended March 31, 2022 and the comparative financial information for the three months ended March 31, 2021 and for the year ended December 31, 2021 include the accounts of the Company, and its subsidiaries, based upon information of Paysafe Limited after giving effect to the transaction with FTAC completed on March 30, 2021. All intercompany transactions have been eliminated in consolidation. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the Company’s financial position, results of operations and cash flows have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any other interim period. These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021 on Form 20-F filed on March 28, 2022. Disaggregation of Revenue The Company provides payment solutions through two primary lines of business: US Acquiring and Digital Commerce. For each primary source of revenue within these business lines, the Company’s main performance obligation is to stand ready to provide payment services to merchants and consumers. Due to the concentration of economic factors, products and services in each of the business lines, the Company has presented disaggregated revenue at both the segment and reporting unit level (See Note 15). We do no t have any material contract balances associated with our contracts with customers as of March 31, 2022 and December 31, 2021 . The Company has applied the practical expedient to exclude disclosure of remaining performance obligations as the Company's contracts typically have a term of one year or less. Significant accounting policies There have been no material changes in our significant accounting policies during the three months ended March 31, 2022. A detailed discussion of our significant accounting policies is included within the audited consolidated financial statements for the year ended December 31, 2021 on Form 20-F filed on March 28, 2022. Recent Accounting Pronouncements Convertible Debt Instruments In August 2020, the FASB issued ASU No. 2020-06 Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This update reduces the number of accounting models for convertible debt instruments resulting in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in-capital. In addition, this update also makes targeted changes to the disclosures for convertible instruments and earnings-per-share guidance. This guidance may be adopted through either a modified retrospective or fully retrospective method of transition and will take effect for public companies with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, and must be adopted as of the beginning of the Company's fiscal year. The Company adopted this new guidance effective January 1, 2022. This new guidance did not have an effect on our unaudited condensed consolidated financial statements. |
Transactions
Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Transactions | 2. Transactions Acquisition of Skrill USA During January 2022, the Company completed its agreement with Skrill-related entities by which it acquired 100 % of the equity interest of Skrill USA. As a result, Skrill USA will be accounted for as a wholly owned subsidiary and will no longer represent a VIE or non-controlling interest to the Company subsequent to December 31, 2021. The change in ownership was accounted for as an equity transaction, with no gain or loss recognized. The carrying amount of the non-controlling interest was adjusted to reflect the change in ownership interest and is reflected as a capital contribution in the unaudited condensed consolidated statement of shareholder's equity. Reorganization and Recapitalization (the "Transaction") On December 7, 2020, Paysafe Limited, FTAC, Merger Sub, Paysafe Bermuda Holding LLC, Legacy Paysafe and PGHL entered into a definitive agreement and plan of merger to effectuate the Transaction which was completed on March 30, 2021. In order to effectuate the Transaction, PGHL created a newly formed wholly owned entity, Paysafe Limited, which acquired all of the shares of the Accounting Predecessor on March 30, 2021. Immediately following the acquisition of the Accounting Predecessor’s shares, Paysafe Limited merged with FTAC, which was effectuated through a merger between Merger Sub and FTAC. Merger Sub is a newly formed wholly owned subsidiary of Paysafe Limited. FTAC survived the merger. The Accounting Predecessor and FTAC are indirect wholly owned subsidiaries of Paysafe Limited following the Transaction. Prior to the Transaction, Paysafe Limited had no material operations, assets or liabilities. The acquisition of the Accounting Predecessor was accounted for as a capital reorganization whereby Paysafe Limited was the successor to Pi Jersey 1.5 Holdco Limited. The capital reorganization was immediately followed by the merger with FTAC. As FTAC was not recognized as a business under GAAP given it consisted primarily of cash held in a trust account, the merger was treated as a recapitalization. Under this method of accounting, the ongoing financial statements of Paysafe Limited reflect the net assets of the Accounting Predecessor and FTAC at historical cost, with no additional goodwill recognized. The Accounting Predecessor was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: (i) the Accounting Predecessor’s shareholder group has the largest portion of relative voting rights in Paysafe Limited; (ii) the Accounting Predecessor was significantly larger than FTAC by total assets and total cash and cash equivalents; (iii) the senior management team of the Accounting Predecessor are continuing to serve in such positions with substantially similar responsibilities and duties at Paysafe Limited following consummation of the Transaction; and (iv) the purpose and intent of the Transaction was to create an operating public company, with management continuing to use the Paysafe platform to grow the business. In connection with the Transaction, Paysafe Limited, PGHL and FTAC entered into subscription agreements with certain investors (the “PIPE Investors”). Simultaneously with the consummation of the Transaction, Paysafe Limited issued to the PIPE Investors 200,000,000 shares of common stock at a price of $ 10.00 per share for aggregate gross proceeds of $ 2,000,000 . The Company incurred direct and incremental costs of approximately $ 151,722 related to the Transaction, of which $ 133,422 was paid during the three months ended March 31, 2021. These costs consisted primarily of advisory, banking, printing, legal, and accounting fees, which were recorded to “Additional paid-in capital” as a reduction of these share issuance proceeds (collectively “Share issuances, net of proceeds”). Paysafe Limited acquired from PGHL all of the Accounting Predecessor’s shares in exchange for cash consideration of $ 2,448,799 and share consideration of 333,419,924 common shares (“Capital reorganization”). The FTAC merger was completed by: (i) Paysafe Bermuda Holdings LLC issuing 20,893,780 LLC membership equity interests (“LLC Units”) in exchange for the FTAC Founder’s FTAC Class C shares outstanding immediately prior to the Transaction; (ii) Paysafe Limited issuing 190,292,458 common shares in exchange for the FTAC’s shareholders shares outstanding immediately prior to the Transaction; and (iii) Paysafe Limited assuming the FTAC’s warrants outstanding immediately prior to the Transaction, consisting of 48,901,025 public warrants (the “Public Warrants”) and 5,000,000 private warrants (the “Private Warrants”), which were modified to entitle the holder to acquire, on the same terms, Company common shares instead of FTAC common stock (the “Warrants”) (collectively, “Merger recapitalization”). The cash flows related to these activities have been classified as “Net cash inflow from recapitalization and reorganization” within the unaudited condensed consolidated statement of cash flows, consisting of cash outflows related to the cash consideration for the Pi Jersey acquisition of $ 2,448,799 , offset by the $ 1,616,673 in net proceeds from the merger with FTAC and $ 2,000,000 in proceeds from the share issuance. Non-controlling interest The LLC units contain an exchange right which entitles the FTAC Founder to exchange its LLC Units for, at the option of the LLC, cash or shares of Paysafe Limited (the “Exchange right”). The Exchange Rights became exercisable 12 months subsequent to the Transaction and can be exercised at any time up until the fifth year following the close of the Transaction; at which time the LLC Units would be mandatorily exchangeable into cash or shares at the LLC’s option. The Exchange Right is considered embedded in the LLC Units, which represent an equity host contract, as it cannot be exercised separately from the LLC units. As the Exchange Right can be settled by the Company in its own shares, it is considered clearly and closely related to the LLC Units, and therefore is not considered an embedded derivative to be accounted for separately. The LLC Units are accounted for as permanent equity and presented as non-controlling interest, as they are held by the FTAC Founder and entitle it to participate in tax distributions. On initial recognition, the non-controlling interest was recorded at the value of the FTAC Class C shares that the LLC received in exchange for the LLC Units it issued to the FTAC Founder. Immediately prior to the Transaction, the FTAC Founder held FTAC warrants that were exchanged for the FTAC Class C shares. As such, the value of the FTAC Class C shares was based on the value of such warrants, which was calculated based on the publicly listed trading price of the Warrants (NYSE: PSFE.WS) at the Transaction date. Subsequently, the non-controlling interest amount varies based on the LLC’s tax distributions attributable to the FTAC Founder. Warrants The Warrants represent the right to purchase one share of the Company’s common shares at a price of $ 11.50 per share. The Warrants became exercisable on August 21, 2021 and will expire on the fifth anniversary of the Transaction, or upon an earlier redemption. As of March 31, 2022, the Private Warrants, valued at $ 2,625 , were held by a related party. Share based compensation Certain employee equity-based awards issued by the Accounting Predecessor included performance conditions that vested upon a qualifying Exit Event (defined as an IPO whereby Blackstone and CVC retain less than 50 % of the B ordinary shares they held immediately prior to the IPO through one or multiple transactions, winding-up or completion of a sale), which was not deemed probable in prior periods. These awards vested in connection with the completion of the Transaction, resulting in the full recognition of share-based compensation of $ 80,140 for the three months ended March 31, 2021, which is included in “Selling, general and administrative” on the unaudited condensed consolidated statements of comprehensive loss. In addition, these awards were modified in conjunction with the Transaction. Their settlement terms changed such that instead of Topco’s A ordinary shares and B ordinary shares, the awardees received Paysafe Limited common shares as well as Topco’s shares. The modification resulted in a change in the classification of the modified awards, with the Topco shares being accounted for as a liability-classified share-based payment award under ASC 718 as they will be settled in cash. The corresponding liability was measured at fair value at the modification date (i.e. the Transaction date), and subsequently it will be remeasured at fair value at each reporting date, with changes in its value reported as share-based compensation expense. The awards settled in Paysafe Limited common shares continue to be accounted for as equity-based awards. At March 31, 2022, the share-based compensation liability was $ 10,072 which is classified as a current or non-current liability within the unaudited condensed consolidated statements of financial position based on the expected timing of the redemption of shares. There was no redemption of shares during the three months ended March 31, 2022. Repayment of debt In connection with the Transaction, certain third-party debt was settled in cash in the first quarter of 2021. The Company repaid $ 416,700 and € 204,500 under the USD First Lien Term Loan and EUR First Lien Term Loan, respectively, and fully repaid the second lien term loan facility which consisted of a $ 250,000 USD Facility (“USD Second Lien Term Loan”) and a € 212,459 EUR Facility (“EUR Second Lien Term Loan”). Both debt repayments occurred contemporaneously with the closing of the Transaction. As a result, the Company expensed capitalized debt fees of $ 21,724 , which are included in “Interest expense, net” on the unaudited condensed consolidated statements of comprehensive loss. Refer to Note 7 for further information on debt. |
Net Loss per Share Attributable
Net Loss per Share Attributable to the Company | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to the Company | 3. Net loss per share attributable to the Company The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to the Company. The weighted average shares calculation for three months ended March 31, 2022, reflects the outstanding common shares of Paysafe Ltd from the closing date of the Transaction. The Company uses the treasury stock method of calculating diluted net loss per share attributable to the Company. For the three months ended March 31, 2022 and 2021, we excluded all potentially dilutive restricted stock units and LLC units in calculating diluted net loss per share attributable to the Company as the effect was antidilutive. For the three months ended March 31, 2022 2021 Numerator Net loss attributable to the Company - basic $ ( 1,171,183 ) $ ( 60,647 ) Net loss attributable to the Company - diluted $ ( 1,171,183 ) $ ( 60,647 ) Denominator Weighted average shares – basic 724,048,222 723,712,382 Weighted average shares – diluted 724,048,222 723,712,382 Net loss per share attributable to the Company Basic $ ( 1.62 ) $ ( 0.08 ) Diluted $ ( 1.62 ) $ ( 0.08 ) |
Taxation
Taxation | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Taxation | 4. Taxation We account for income taxes in interim periods pursuant to the provisions of ASC 740, Income Taxes. Under this method, our provision for or benefit from income taxes is computed at an estimated annual effective tax rate and the effects of any discrete income tax items are recognized in the periods in which they occur. Our effective tax rate, representing an income tax benefit for the three months ended March 31, 2022 and 2021 was 3.6 % and 8.9 %, respectively. Effective April 1, 2023, the U.K. statutory tax rate will increase from 19 % to 25 %. The difference between our effective tax rate and the U.K. statutory rate of 19 % for the three months ended March 31, 2022 was primarily the result of the non-deductible component of the goodwill impairment charge and changes to our valuation allowance related to our recoverability of deferred tax assets on restricted interest carryforwards. The difference between our effective rate and the U.K. statutory rate of 19 % for the three months ended March 31, 2021 was primarily the r esult of non-deductible share based compensation, foreign income taxed at varying rates and items identified as discrete during the period. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill [Abstract] | |
Goodwill | 5. Goodwill As a result of our change in segments in the fourth quarter of 2021 (Note 1), our reporting units were revised as of December 31, 2021 and goodwill reallocated using a fair value methodology. The prior periods have been recast to reflect this change. Changes in the carrying amount of goodwill are as follows: US Acquiring Digital Total Balance as of December 31, 2021 $ 1,525,135 $ 2,124,902 $ 3,650,037 Additions during the period (1) — 284,239 284,239 Purchase price accounting adjustments (2) — ( 1,687 ) ( 1,687 ) Impairment ( 613,003 ) ( 592,728 ) ( 1,205,731 ) Foreign exchange — ( 14,049 ) ( 14,049 ) Balance as of March 31, 2022 $ 912,132 $ 1,800,677 $ 2,712,809 US Acquiring Digital Total Balance as of December 31, 2020 $ 1,503,307 $ 1,978,509 $ 3,481,816 Additions during the period (3) 23,077 — 23,077 Foreign exchange — ( 27,364 ) ( 27,364 ) Balance as of March 31, 2021 $ 1,526,384 $ 1,951,145 $ 3,477,529 (1) Additions to goodwill within the Digital Commerce segment in the current period relate to the acquisition of SaftPay Inc. (“Safetypay”) (See Note 10). (2) Purchase price adjustments relate to changes in estimates of certain assets or liabilities acquired in business combinations that were completed within one year prior to March 31, 2022. (3) Additions to goodwill within the US Acquiring segment in the prior year relate to the acquisition of International Card Services ("ICS"). The Company performs its annual goodwill impairment test for all reporting units as of October 1st, or when events and circumstances have occurred that would indicate the carrying amount of goodwill exceeds its fair value. Due to a sustained decline in stock price and market capitalization, as well as current market and macroeconomic conditions, we concluded that an impairment indicator for goodwill was present in both the US Acquiring and Digital Commerce segments as of March 31, 2022. We performed a goodwill impairment test as of March 31, 2022, using a weighting of both market and income approaches. The market approach was based on guideline comparable companies and the key assumptions included selected EBITDA multiples. The income approach was based on a discounted cash flow model and the key assumptions included the discount rate and future cash flows such as long term growth rates. Selected multiples were determined based on guideline comparable companies’ and discounted based on business-specific considerations. The cash flow forecast, including long term growth rates, considers past experience and future market expectations. Discount rate assumptions are based on determining a cost of debt and equity and an assessment as to whether there are risks not adjusted for in the future cash flows of the respective reporting unit. Failure to achieve the future cash flows, changes in key assumptions or further decline in the stock price may cause a future impairment of goodwill at the reporting unit level. Based on the analysis performed, the Company recognized a goodwill impairment of $ 613,003 and $ 592,728 in the US Acquiring and Digital Commerce segments, respectively. Accumulated impairment of goodwill as of March 31, 2022 and December 31, 2021 was $ 1,205,731 and $ 0 . Other than the continued decline in stock price, there have been no other events or changes in circumstances subsequent to the testing date that would indicate further impairment of these reporting units. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible assets The Company’s intangible assets consisted of the following: March 31, 2022 December 31, 2021 Brands $ 177,425 $ 176,225 Software development costs 823,553 805,697 Customer relationships 1,907,292 1,692,838 Computer software 35,226 35,257 2,943,496 2,710,017 Less accumulated amortization on: Brands 71,939 69,407 Software development costs 390,872 371,555 Customer relationships 527,474 505,732 Computer software 19,274 17,900 1,009,559 964,594 Less accumulated impairment on: Brands 8,464 8,464 Software development costs 84,947 84,947 Customer relationships 449,808 449,808 543,219 543,219 Intangible assets, net $ 1,390,718 $ 1,202,204 Amortization expense on intangible assets for the three months ended March 31, 2022 and 2021 , was $ 61,595 and $ 62,319 , respectively. During the three months ended March 31, 2022 , we purchased multiple merchant portfolios for a purchase price of $ 10,364 which were accounted for as asset acquisitions. The remaining increase in gross intangible assets during the three months ended March 31, 2022, relates to intangibles recorded upon business acquisitions (See Note 10) and capitalized development costs. The Company performs an impairment analysis on intangibles assets with finite lives when events and circumstances have occurred that would indicate the carrying amount of intangible assets may not be recoverable. Due to the goodwill impairment recognized during the three months ended March 31, 2022 (see Note 5), we concluded that an impairment indicator for certain asset groups was present within these segments. An impairment analysis was performed for the impacted asset groups as of March 31, 2022 which was based on an undiscounted cash flow model. As a result of the analysis, the assets were concluded to be recoverable and no impairment charge was recorded. |
Allowance for Credit Losses
Allowance for Credit Losses | 3 Months Ended |
Mar. 31, 2022 | |
Credit Loss [Abstract] | |
Allowance for Credit Losses | 8. Allowance for credit losses The Company has exposure to credit losses for financial assets including customer accounts and other restricted cash, settlement receivables, accounts receivable, and financial guarantee contracts to the extent that a chargeback claim is made against the Company directly or to the Company’s merchants on card purchases. The following table summarizes the expected credit allowance activity for customer accounts and other restricted cash; settlement receivables, net; accounts receivable, net; and financial guarantee contracts and other, for the three months ended March 31, 2022: Customer Accounts Settlement Financial Total Balance at December 31, 2021 673 8,642 4,049 6,927 20,291 Credit loss expense - 5,236 514 138 5,888 Write-Offs - ( 4,560 ) ( 785 ) ( 96 ) ( 5,441 ) Other (1) ( 9 ) ( 30 ) ( 110 ) 10 ( 139 ) Balance at March 31, 2022 664 9,288 3,668 6,979 20,599 (1) Other mainly relates to the impact of foreign exchange. Credit loss expense for the three months ended March 31, 2022 and 2021 was $ 5,888 and $ 5,985 , respectively. Credit loss expense and write offs in the current period are comparable to the prior period. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt The Company's current facilities include the following: (i) $ 305,000 senior secured revolving credit facility (the “Revolving Credit Facility”); (ii) $ 1,018,000 aggregate principal amount senior secured USD first lien term loan facility (the “Term Loan Facility (USD)”)(comprising the original $ 628,000 and incremental $ 390,000 facility); (iii) € 710,000 aggregate principal amount senior secured EUR first lien term loan facility (the “Term Loan Facility (EUR)”) (comprising the original € 435,000 and an incremental € 275,000 facility); and (iv) $ 400,000 aggregate principal amount of USD secured notes and € 435,000 aggregate principal amount of EUR secured notes (“Secured Notes”). The Company entered into the $ 390,000 senior secured incremental USD term loan facility (“USD Incremental Term Loan”) and the € 275,000 senior secured incremental EUR term loan facility (“EUR Incremental Term Loan”) as of December 31, 2021 in connection with the SafetyPay and viaFintech acquisitions, respectively. The Company has made drawdowns and repayments on the Revolving Credit Facility throughout the year. As of March 31, 2022 and December 31, 2021, $ 20,000 and $ 28,423 , respectively was drawn down on the Revolving Credit Facility. Line of Credit The Company has a Line of Credit of $ 50,000 which is restricted for use in funding settlements in the US Acquiring business and is secured against known transactio ns. As of both March 31, 2022 and December 31, 2021 , the Company had an outstanding balance of $ 50,000 . The key terms of these facilities were as follows: Facility Currency Interest Rate (1) Facility Principal Principal Term Loan Facility (USD) USD USD LIBOR + 2.75% Jun-28 1,011,335 $ 1,011,335 Term Loan Facility (EUR) EUR EURIBOR + 3.00% Jun-28 710,000 785,789 Secured Loan Notes (EUR) EUR 3.00% Jun-29 435,000 481,434 Secured Loan Notes (USD) USD 4.00% Jun-29 400,000 400,000 Revolving Credit Facility (EUR) EUR EURIBOR + 2.25% (0% floor) Dec-27 20,000 20,000 Line of Credit USD Prime (2) (3.25) - 0.25% May-23 50,000 50,000 Total Principal Outstanding $ 2,748,558 (1) For facilities which utilize the EURIBOR and LIBOR rates, a rate floor of 0 % and 0.5 % applies, respectively. (2) The Prime Rate is defined as the rate of interest per annum most recently published in The Wall Street Journal (or any successor publication if The Wall Street Journal is no longer published) in the “Money Rates” Section (or such successor section) as the “Prime Rate.” During the three months ended March 31, 2022 and 2021 , the Company made quarterly principal payments of $ 2,547 and $ 0 , respectively. In addition, $ 1,155,743 of debt repayments were made during the three months ended March 31, 2021 in connection with the Transaction (See Note 2). Interest expense for the three months ended March 31, 2022 and 2021 was $ 25,956 and $ 62,369 respectively. March 31, 2022 December 31, 2021 Principal Outstanding $ 2,748,558 $ 2,794,108 Deferred Debt Issuance Costs ( 40,546 ) ( 38,302 ) Amortization of interest expense 4,970 2,562 Total $ 2,712,982 $ 2,758,368 Short-term debt 10,190 10,190 Non-current debt $ 2,702,792 $ 2,748,178 Amortiza tion of deferred debt issuance costs, including accelerated debt fees, for the three months ended March 31, 2022 and 2021 were $ 3,702 and $ 24,707 , res pectiv ely. The Company also paid debt issuance costs of $ 6,261 during the three months ended March 31, 2022, predominantly related to the USD Incremental Term Loan drawn down in connection with the SafteyPay acquisition. Maturity requirements on debt as of March 31, 2022 by year are as follows: Remainder 2022 $ 7,642 2023 60,190 2024 10,190 2025 10,190 2026 10,190 2027 30,190 2028 and thereafter 2,619,966 Total $ 2,748,558 Compliance with Covenants The Company’s facilities as described above contain affirmative, restrictive and incurrence-based covenants, including, among others, financial covenants based on the Company’s leverage and Revolving Credit Facility utilization, as defined in the agreement. The financial covenants under the new facilities require the Company to test its Consolidated First Lien Debt Ratio if the principal amount of the Revolving Credit Facility, less any cash and cash equivalents, at the reporting date exceeds 40 % of the total Revolving Credit Facility Commitment. If the Revolving Credit Facility utilization is greater than 40 % at the reporting date, there is an additional requirement that the Consolidated First Lien Debt Ratio is not permitted to exceed 7.5 to 1.0 . The Consolidated First Lien Debt Ratio is the ratio of (a) consolidated senior secured net debt of the Company and restricted subsidiaries as of the last day of such relevant period to (b) Last Twelve Months (LTM) EBITDA, as defined in the Senior Credit Facility, of the Company and the restricted subsidiaries for the relevant period. The Company was in compliance with its financial covenants at March 31, 2022. Letters of Credit As March 31, 2022 and December 31, 2021 , the Company had issued approximately $ 140,714 and $ 171,392 , letters of credit, respectively, for use in the ordinary course of business. |
Contingent and Deferred Conside
Contingent and Deferred Consideration Payable | 3 Months Ended |
Mar. 31, 2022 | |
Contingent And Deferred Consideration Payable [Abstract] | |
Contingent and Deferred Consideration Payable | Contingent and deferred consideration payable Contingent and deferred consideration payable is comprised of the following balances: Balance at December 31, 2021 $ 30,815 Payments made during the period ( 1,436 ) Additions in the period — (Gain) / loss 6,154 Other 303 Balance at March 31, 2022 $ 35,836 Current $ 20,520 Non-current $ 15,316 During the three months ended March 31, 2022: • The Company paid $ 1,436 of the contingent consideration payable in respect to the merchant portfolios acquired in prior years. • The Company recorded a $ 6,154 loss on contingent consideration payable related to a previous acquisition in which the terms of the agreement were modified during the current quarter. The contingent and deferred consideration of $ 35,836 is classified as a liability on the unaudited condensed consolidated statement of financial position, of which $ 15,316 is non-current. This contingent and deferred consideration arose as part of the consideration of merchant buyouts, as well as prior year acquisitions, and is payable in cash subject to the future financial performance of the acquisitions. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | 10. Business Combinations During the three months ended March 31, 2022, the Company completed the acquisition of SafetyPay with the goal of furthering the expansion of alternative payment methods and direct bank integration in the Latin America market, as well as creating additional revenue opportunities for both of our segments. This acquisition was accounted for as a business combination and the operating results have been included in the Company’s unaudited condensed consolidated financial statements since the date of the acquisition. The following table summarizes the purchase price and fair value of the assets and liabilities acquired on acquisition as of March 31, 2022 as described above. As of the date of the issuance of these financials, the determination of the final purchase price allocation to specific assets acquired and liabilities assumed is based on provisional amounts. The estimate of the purchase price allocations may change in future periods as the fair value estimates of assets and liabilities (including, but not limited to, goodwill, and intangibles) and the valuation of the related tax assets and liabilities are finalized. Cash consideration $ 449,790 Total purchase price $ 449,790 Cash and cash equivalents 25,068 Trade and other receivables (1) 1,895 Deferred tax assets 12 Property, plant and equipment 371 Intangible assets (2) 223,300 Other assets - non-current 926 Trade and other payables ( 20,539 ) Deferred tax liability ( 65,482 ) Net assets acquired $ 165,551 Goodwill (3) $ 284,239 (1) Gross contractual amounts receivable are equal to their book value where appropriate. (2) Intangible assets are primarily comprised of customer relationships, brands, and computer software. (3) Goodwill was primarily attributed to the expected synergies between the acquired business and the Company, the value of the employee workforce, and new customer acquisitions that do not qualify for separate recognition at the time of acquisition. The goodwill is not deductible for income tax purposes. The revenues and net loss of the acquired business during the three months ended March 31, 2022 of $ 5,237 and $ 3,654 respectively, are included in the unaudited condensed consolidated statements of comprehensive loss from the date of acquisition. The unaudited pro forma consolidated revenues and net loss for the Company for the three months ended March 31, 2022 and 2021 were as follow, had these acquisitions occurred on January 1, 2021. These pro forma results are presented for informational purposes only and are not indicative of future operations or results that would have been achieved had the acquisitions been completed as of January 1, 2021. Three Months Ended March 31, 2022 2021 Revenue $ 370,302 $ 383,527 Net loss (1) ( 1,164,511 ) ( 76,542 ) (1) The pro forma net loss for three months ended March 31, 2022 was adjusted to exclude acquisition cost and include additional amortization and interest expense that would have been incurred assuming the intangible assets and associated debt had been recorded as of January 1, 2021. The pro forma net loss for the three months ended March 31, 2021 was adjusted to include the acquisition-related costs and additional amortization and interest expense that would have been incurred assuming the intangible assets and debt had been recorded as of January 1, 2021. The Company incurred acquisition-related costs associated with these acquisitions of $ 13,863 , of which $ 9,319 was included in "Restructuring and Other Costs" the unaudited condensed consolidated statement of comprehensive loss during the three months ended March 31, 2022. |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based payments | 11. Share-based Compensation The Company operates two share-based employee compensation plans: the 2018 Pi Jersey Topco Limited Plan (2018 Plan) for which a majority of the shares vested upon completion of the Transaction (See Note 2) and the 2021 Omnibus Incentive Plan (2021 Plan). The 2021 Plan serves as the successor to the 2018 Plan. The 2021 plan became effective as of March 30, 2021 upon closing of the Transaction. Outstanding awards under the 2018 Plan continue to be subject to the terms and conditions of the 2018 Plan. Since March 2, 2021, no additional awards have been nor are expected to be granted in the future under the 2018 Plan. During the three months ended March 31, 2022, all remaining nonvested shares under the 2018 Plan vested. 2021 Omnibus Incentive Plan (“2021 Plan”) There are 126,969,054 share s authorized for award under the 2021 Plan. Under the 2021 Plan, restricted stock units (“RSUs”) that have a service condition only, generally vest ratably over three years. Performance restricted stock units (“PRSUs”) generally vest at the end of one - to three-years . The number of PRSUs that vest is variable depending upon the probability of achievement of certain internal performance targets and may vest between 0 % and 200 % of the target share amount. We did not record compensation expense for certain PRSUs during the three months ended March 31, 2022 as the performance criteria for such awards were not expected to be achieved and the ultimate vesting of the awards was not probable as of such date. The following table summarizes restricted stock unit activity during the year ended December 31, 2021. Restricted Stock Units Weighted average grant date fair value Nonvested as of December 31, 2021 13,314,436 $ 8.25 Granted (1) 4,775,557 $ 3.44 Vested (2) ( 2,204,512 ) $ 5.59 Forfeited ( 286,492 ) $ 8.30 Performance adjustments (3) ( 535,228 ) $ - Nonvested as of March 31, 2022 15,063,761 $ 7.00 (1) Represents RSUs and PRSUs based on performance target achievement of 100 %. (2) Represents the number of shares vested and distributed during the period. The total grant date fair value of units vested w as $ 12,320 . (3) Represents the adjustment to the number of PRSUs distributed based on actual performance compared to target. Share based compensation expense recognized during the three months ended March 31, 2022 and 2021 under both plans was $ 13,970 and $ 80,841 (see Note 2). As of March 31, 2022 and December 31, 2021, unrecognized stock-based compensation expense under both plans was $ 70,892 and $ 70,234 , respectively. In April 2022, the Company granted an additional 14,319,504 of share-based payment awards to employees under the 2021 Plan. Preference Shares We have authorized 2,000,000,000 shares in the Company that have not yet been issued, the rights and restrictions attached to which are not defined by the Company bylaws. Pursuant to the Company bylaws, preference shares may be issued by the Company from time to time, and the Company Board is authorized (without any requirement for further shareholder action) to determine the rights, preferences, powers, qualifications, limitations and restrictions attached to those shares. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. Fair Value Measurements The Company uses the hierarchy prescribed in ASC 820, Fair Value Measurements, for fair value measurements, based on the available inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels of the hierarchy are as follows: • Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date, • Level 2 Inputs—Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability if it has a specified or contractual term, and • Level 3 Inputs—Unobservable inputs for the asset or liability used to measure fair value allowing for inputs reflecting the Company’s assumptions about what other market participants would use in pricing the asset or liability, including assumptions about risk. The fair value hierarchy of financial instruments measured at fair value as of March 31, 2022 is provided below. Level 1 Level 2 Level 3 Financial assets measured at fair value: Contingent consideration receivable (1) $ — $ — $ 2,767 $ — $ — $ 2,767 Financial liabilities measured at fair value: Contingent consideration payable $ - $ - $ 35,836 Warrant liabilities (2) 25,667 2,625 - Liability for share-based compensation - - 10,072 $ 25,667 $ 2,625 $ 45,908 The fair value hierarchy of financial instruments measured at fair value as of December 31, 2021 is provided below. Level 1 Level 2 Level 3 Financial assets measured at fair value: Contingent consideration receivable (1) $ — $ — $ 2,842 $ — $ — $ 2,842 Financial liabilities measured at fair value: Contingent consideration payable $ — $ — $ 29,689 Warrant liabilities (2) 32,275 3,300 - Liability for share-based compensation - - 10,024 $ 32,275 $ 3,300 $ 39,713 (1) The contingent consideration receivable balance relates to a receivable recorded upon the disposal of a subsidiary in the prior year. The $ 75 loss recognized during the three months ended March 31, 2022 is due to the fair value measurement of the contingent consideration receivable and is recorded in Other (expense) / income, net. (2) Level 2 warrant liabilities represent the fair value of private warrants which is estimated using the price of the Company's public warrants. There were no transfers between levels during the three months ended March 31, 2022 and 2021. A reconciliation of the movements in level 3 financial instruments in the period are described in Note 2 and 9. The valuation techniques and significant unobservable inputs used in determining the fair value measurement of Level 3 financial instruments is set out in the table below. Other than this input, a reasonably possible change in one or more of the unobservable inputs listed below would not materially change the fair value of financial instruments listed below. Financial instrument Valuation technique used Significant unobservable inputs Contingent consideration payable Discounted cashflow Weighted average discount rate of 9.0 % ( 7 - 15 %) Liability for share-based compensation Market and income approach Discount rate of 16.5 % The Company considers that the carrying value of cash and cash equivalents, customer accounts and other restricted cash, accounts receivable, settlement receivables, related party receivables, accounts payable and accrued expenses, liabilities to customers and merchants and related party payables approximate fair value given the short-term nature of these items. At March 31, 2022 , the carrying amount of our debt approximated fair value (a Level 2 measurement) based on market yields for similar debt facilities and observable trading data related to the Company’s debt securities. |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments Contingencies and Guarantees | 13. Commitments, Contingencies and Guarantees Litigation provision Through the normal course of the Company’s business, the Company is subject to a number of litigation proceedings both brought against and brought by the Company. The Company maintains liabilities for losses from legal actions that are recorded when they are determined to be both probable in their occurrence and can be reasonably estimated. On this basis, we have recognized a provision of $ 8,550 as of March 31, 2022 and December 31, 2021, related to certain litigation proceedings. This amount is presented within “Accounts payable and other liabilities” in the Company’s unaudited condensed consolidated statements of financial position. On December 10, 2021, a class action complaint, Lisa Wiley v Paysafe Limited was filed, naming among others the Company, our former Chief Executive Officer, and our Chief Financial Officer, as defendants. The complaint asserts claims, purportedly brought on behalf of a class of shareholders, under Sections 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder, and alleges that the Company and individual defendants made false and misleading statements to the market. In addition, the complaint asserts claims against the individual defendants, under Sections 20(a) of the Exchange Act, alleging that the individual defendants misled the public. On January 21, 2022, a related complaint was brought in the Southern District of New York, which named an additional defendant. The complaints seek unspecified damages and an award of costs and expenses, including reasonable attorneys’ fees, on behalf of a purported class of purchasers of our ordinary shares between December 7, 2020, and November 10, 2021. The Company intends to vigorously defend against the foregoing complaints. At this time, t he Company is unable to estimate the potential loss or range of loss, if any, associated with these lawsuits, which could be material. In addition to the above, the Company vigorously defends its position on all open cases, including any litigation that arises as a result of the cyber breach that occurred in November 2020. While the Company considers a material outflow for any one individual case, with the exception of the above, unlikely, it is noted that there is uncertainty over the final timing and amount of any potential settlements. Management believes the disposition of all claims currently pending, including potential losses from claims that may exceed the liabilities recorded, and claims for loss contingencies that are considered reasonably possible to occur, will not have a material effect, either individually or in the aggregate, on the Company's unaudited condensed consolidated financial condition, results of operations or liquidity. Financial guarantee contracts Through services offered in our US Acquiring segment, the Company is exposed to potential losses from merchant-related chargebacks. A chargeback occurs when a dispute between a cardholder and a merchant, including a claim for non-delivery of the product or service by the merchant, is not resolved in favor of the merchant and the transaction is charged back to the merchant resulting in a refund of the purchase price to the cardholder. If the Company is unable to collect this chargeback amount from the merchant due to closure, bankruptcy or other reasons, the Company bears the loss for the refund paid to the cardholder. The risk of chargebacks is typically greater for those merchants that promise future delivery of goods and services rather than delivering goods or rendering services at the time of payment. The Company has recorded an allowance for current expected credit losses on financial guarantees as of March 31, 2022 and March 31, 2021 (See Note 8). |
Other Income _ (Expense), Net
Other Income / (Expense), Net | 3 Months Ended |
Mar. 31, 2022 | |
Other Income And Expenses [Abstract] | |
Other Income / (Expense), Net | 14. Other income / (expense), net A summary of Other income / (expense), net is as follows: For the three months ended March 31, 2022 2021 Gain on foreign exchange $ 1,667 $ 196 (Loss) / gain on contingent consideration ( 6,821 ) 5,445 Fair value gain on derivative instruments (1) — 7,080 Fair value gain on warrant liabilities (2) 7,282 24,794 Interest expense, net, on related party balances — ( 121 ) Other 1,350 ( 4,869 ) Other income, net $ 3,478 $ 32,525 (1) The Company historically entered into derivative financial instruments to manage its interest rate risk related to its former variable-rate credit facilities. The related interest rate swaps and interest rate caps were cancelled as of December 31, 2021. (2) This fair value gain relates to the remeasurement of the warrant liabilities from the closing date of the prior year Transaction to the balance sheet date (See Note 2). |
Operating Segments
Operating Segments | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Operating Segments | 15. Operating segments Operating segments are defined as components of an enterprise that engage in business activities and for which discrete financial information is available that is evaluated on a regular basis by the Chief Operating Decision Maker (“CODM”) to make decisions about how to allocate resources and assess performance. As discussed in Note 1, in the fourth quarter of 2021, we revised our reportable segments as a result of a change in our CODM and how our CODM regularly reviews financial information to allocate resources and assess performance. Our CODM is defined as our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), Chief Operating Officer (“COO”), Chief Information Officer (“CIO”), and Chief resource Officer (“CRO”). Our new operating segments, which align with our reportable segments, are: US Acquiring, which focuses on card not present and card present solutions for small to medium size business merchants; Digital Commerce, which provides wallet based online payment solutions through our Skrill and NETELLER brands; and also enables consumers to use cash to facilitate online purchases through paysafecard prepaid vouchers under the Paysafecard and Paysafecash brands. These two operating segments, which are also reportable segments, as they have not been aggregated, are based on how the Company is organized, reflecting the difference in nature of the products and services they each sell. Shared costs are the cost of people and other resources consumed in activities that provide a benefit across more than one segment. Shared costs are allocated to each segment and Corporate primarily based on applicable drivers including headcount, revenue and Adjusted EBITDA. The prior year segment information has been recast to reflect this change. The CODM evaluates performance and allocate resources based on Adjusted EBITDA of each operating segment. Adjusted EBITDA of each operating segment includes the revenues of the segment less ordinary operating expenses that are directly related to those revenues and an allocation of shared costs. Corporate overhead costs and Corporate’s allocation of shared costs are included in Corporate in the following table. Corporate overhead costs are costs consumed in the execution of corporate activities that are not directly factored into the production of any service provided by the Company’s segments. The CODM does not receive segment asset data to evaluate performance or allocate resources and therefore such information is not presented. The information below summarizes revenue and Adjusted EBITDA by segment for the three months ended March 31, 2022: US Acquiring Digital Commerce Corporate (1) Total Revenue from external customers $ 169,143 $ 198,383 $ — $ 367,526 Interest Revenue 1 141 — 142 Total Revenue $ 169,144 $ 198,524 $ — $ 367,668 Adjusted EBITDA $ 47,242 $ 75,795 $ ( 19,070 ) $ 103,967 The information below summarizes revenue and Adjusted EBITDA by segment for the three months ended March 31, 2021: US Acquiring Digital Commerce Corporate (1) Total Revenue from external customers $ 153,340 $ 223,578 $ — $ 376,918 Interest Revenue 1 505 — 506 Total Revenue $ 153,341 $ 224,083 $ — $ 377,424 Adjusted EBITDA $ 39,257 $ 91,514 $ ( 17,541 ) $ 113,230 (1) Corporate consists of corporate overhead and unallocated shared costs of people and other resources consumed in activities that provide a benefit across the Company. A reconciliation of total segments Adjusted EBITDA to the Company’s loss before taxes is as follows: For the three months ended March 31, 2022 2021 Segments Adjusted EBITDA $ 123,037 $ 130,771 Corporate costs ( 19,070 ) ( 17,541 ) Depreciation and amortization ( 63,423 ) ( 65,462 ) Share-based compensation ( 13,970 ) ( 80,841 ) Restructuring and other costs ( 12,591 ) ( 2,970 ) Impairment expense on goodwill and intangible assets ( 1,205,731 ) ( 578 ) Other income, net 3,478 32,525 Interest expense, net ( 25,956 ) ( 62,369 ) Loss before taxes $ ( 1,214,226 ) $ ( 66,465 ) The disaggregated revenue by business line, which aligns with our reporting units, is as follows: For the three months ended March 31, 2022 2021 US Acquiring $ 169,144 $ 153,341 eCash (1) 101,112 112,916 Digital Wallet (1) 82,187 94,923 Integrated & Ecommerce Solutions (IES) (1) 23,201 23,561 Intracompany (1) ( 7,976 ) ( 7,317 ) Total Revenue 367,668 377,424 (1) These business lines are part of the Digital Commerce segment. Geographic Information Revenue by major geographic region is based upon the geographic location of the customers who receive the Company's services. Investment income is not included within this table as it is not practicable to apportion its geographical source. The Company had no single customer contributing 10% or more of the Company’s revenue during the three months ended March 31, 2022 and 2021. The information below summarizes revenue by geographic area for the three months ended March 31, 2022 and 2021. For the three months ended March 31, 2022 2021 United Kingdom $ 9,243 $ 13,728 United States of America 183,314 159,823 Germany 26,092 36,779 All other countries (1) 148,877 166,588 Revenue from external customers $ 367,526 $ 376,918 (1) No single country included in the “All other countries” category generated more than 10 % of total revenue. The information below summarizes long-lived assets, net by geographic area: March 31, 2022 December 31, 2021 United Kingdom $ 4,636 $ 5,068 Canada 5,736 6,455 United States of America 10,693 11,416 Bulgaria 10,182 11,442 Austria 8,162 8,682 All other countries (1) 5,070 4,962 Total long-lived assets, net $ 44,479 $ 48,025 (1) No single country included in the “All other countries” category comprised more than 10 % of total long-lived assets. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | 16. Related party transactions The Company has provided and purchased services to and from various affiliates of certain directors or entities under common control. The dollar amounts related to these related party activities are not significant to our unaudited condensed consolidated financial statements. Intercompany balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Balances and transactions with related parties The Company entered the following transactions with related parties. The following amounts were outstanding at the date of the unaudited condensed consolidated statements of financial position: Amounts owed by related parties Amounts owed to related parties Related Party Relationship Type of Transaction March 31, 2022 March 31, 2022 Other Warrant liabilities — 2,625 Topco Receivable 4,176 — PGHL Receivable 2,053 — Other Receivable 7 — $ 6,236 $ 2,625 Amounts owed by related parties Amounts owed to related parties Related Party Relationship Type of Transaction December 31, 2021 December 31, 2021 Other Warrant liabilities — 3,300 Topco Receivable 4,408 — PGHL Receivable 2,069 — Other Receivable 15 — $ 6,492 $ 3,300 Refer to Note 2 for related party transaction related to the Warrant liabilities. The amounts outstanding are unsecured and no guarantees have been given or received. No allowances have been made for credit losses on debts in respect of the amounts owed by related parties. Interest expense, net, on related party transactions was $ 0 and $ 121 for the three months ended March 31, 2022 and 2021, respectively. These balances are reported within “Other (expense) / Income, net”. Transactions with Topco The amounts owed from Topco arose from the disposal of PMSL, a previous subsidiary of Paysafe Group Limited. Before the Transaction, the contingent consideration payments from the disposal of PMSL were made by the buyer to Topco and Topco was obligated to transfer the consideration received to Legacy Paysafe, resulting in a receivable from Topco. In connection with the Transaction, Legacy Paysafe transferred the contingent consideration receivable to PGHL and as a result, Topco’s obligation is now with PGHL. The remaining receivable relates to payments made by the buyer to Topco that have not been transferred to the Company. This receivable is GBP denominated and the movement in the balance is due to foreign currency translation. As of March 31, 2022 and December 31, 2021 , the amounts owed from Topco related to the disposal of PMSL were $ 4,176 and $ 4,408 , respectively. Transactions with PGHL In connection with the Transaction, the Company fully settled a shareholder term loan agreement with PGHL. As part of the settlement, contingent consideration receivable was transferred to PGHL and an amount of $ 26,000 was settled through additional contributions from PGHL into Skrill USA, which were funded by Legacy Paysafe and is presented as “Contributions from non-controlling interest holders” in the unaudited condensed consolidated statement of shareholders’ equity for the three months ended March 31, 2021. The remaining loan balance was released by PGHL as consideration for the issuance of ordinary shares by Legacy Paysafe, which is presented as “Capital injection in Legacy Paysafe” in the unaudited condensed consolidated statement of shareholders’ equity for the three months ended March 31, 2021. The Company has a receivable from PGHL which is interest free and repayable on demand. As of March 31, 2022 and December 31, 2021 this receivable balance is $ 2,053 and $ 2,069 , respectively. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent events Subsequent to March 31, 2022 the Company granted additional share based payment awards (See Note 11). |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements for the three months ended March 31, 2022 and the comparative financial information for the three months ended March 31, 2021 and for the year ended December 31, 2021 include the accounts of the Company, and its subsidiaries, based upon information of Paysafe Limited after giving effect to the transaction with FTAC completed on March 30, 2021. All intercompany transactions have been eliminated in consolidation. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the Company’s financial position, results of operations and cash flows have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any other interim period. These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021 on Form 20-F filed on March 28, 2022. |
Disaggregation of Revenue | Disaggregation of Revenue The Company provides payment solutions through two primary lines of business: US Acquiring and Digital Commerce. For each primary source of revenue within these business lines, the Company’s main performance obligation is to stand ready to provide payment services to merchants and consumers. Due to the concentration of economic factors, products and services in each of the business lines, the Company has presented disaggregated revenue at both the segment and reporting unit level (See Note 15). We do no t have any material contract balances associated with our contracts with customers as of March 31, 2022 and December 31, 2021 . The Company has applied the practical expedient to exclude disclosure of remaining performance obligations as the Company's contracts typically have a term of one year or less. |
Significant accounting policies | Significant accounting policies There have been no material changes in our significant accounting policies during the three months ended March 31, 2022. A detailed discussion of our significant accounting policies is included within the audited consolidated financial statements for the year ended December 31, 2021 on Form 20-F filed on March 28, 2022. |
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements Convertible Debt Instruments In August 2020, the FASB issued ASU No. 2020-06 Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This update reduces the number of accounting models for convertible debt instruments resulting in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in-capital. In addition, this update also makes targeted changes to the disclosures for convertible instruments and earnings-per-share guidance. This guidance may be adopted through either a modified retrospective or fully retrospective method of transition and will take effect for public companies with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, and must be adopted as of the beginning of the Company's fiscal year. The Company adopted this new guidance effective January 1, 2022. This new guidance did not have an effect on our unaudited condensed consolidated financial statements. |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to the Company (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | For the three months ended March 31, 2022 and 2021, we excluded all potentially dilutive restricted stock units and LLC units in calculating diluted net loss per share attributable to the Company as the effect was antidilutive. For the three months ended March 31, 2022 2021 Numerator Net loss attributable to the Company - basic $ ( 1,171,183 ) $ ( 60,647 ) Net loss attributable to the Company - diluted $ ( 1,171,183 ) $ ( 60,647 ) Denominator Weighted average shares – basic 724,048,222 723,712,382 Weighted average shares – diluted 724,048,222 723,712,382 Net loss per share attributable to the Company Basic $ ( 1.62 ) $ ( 0.08 ) Diluted $ ( 1.62 ) $ ( 0.08 ) |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill are as follows: US Acquiring Digital Total Balance as of December 31, 2021 $ 1,525,135 $ 2,124,902 $ 3,650,037 Additions during the period (1) — 284,239 284,239 Purchase price accounting adjustments (2) — ( 1,687 ) ( 1,687 ) Impairment ( 613,003 ) ( 592,728 ) ( 1,205,731 ) Foreign exchange — ( 14,049 ) ( 14,049 ) Balance as of March 31, 2022 $ 912,132 $ 1,800,677 $ 2,712,809 US Acquiring Digital Total Balance as of December 31, 2020 $ 1,503,307 $ 1,978,509 $ 3,481,816 Additions during the period (3) 23,077 — 23,077 Foreign exchange — ( 27,364 ) ( 27,364 ) Balance as of March 31, 2021 $ 1,526,384 $ 1,951,145 $ 3,477,529 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company’s intangible assets consisted of the following: March 31, 2022 December 31, 2021 Brands $ 177,425 $ 176,225 Software development costs 823,553 805,697 Customer relationships 1,907,292 1,692,838 Computer software 35,226 35,257 2,943,496 2,710,017 Less accumulated amortization on: Brands 71,939 69,407 Software development costs 390,872 371,555 Customer relationships 527,474 505,732 Computer software 19,274 17,900 1,009,559 964,594 Less accumulated impairment on: Brands 8,464 8,464 Software development costs 84,947 84,947 Customer relationships 449,808 449,808 543,219 543,219 Intangible assets, net $ 1,390,718 $ 1,202,204 |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Credit Loss [Abstract] | |
Summary of Expected Credit Allowance Activity | The following table summarizes the expected credit allowance activity for customer accounts and other restricted cash; settlement receivables, net; accounts receivable, net; and financial guarantee contracts and other, for the three months ended March 31, 2022: Customer Accounts Settlement Financial Total Balance at December 31, 2021 673 8,642 4,049 6,927 20,291 Credit loss expense - 5,236 514 138 5,888 Write-Offs - ( 4,560 ) ( 785 ) ( 96 ) ( 5,441 ) Other (1) ( 9 ) ( 30 ) ( 110 ) 10 ( 139 ) Balance at March 31, 2022 664 9,288 3,668 6,979 20,599 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The key terms of these facilities were as follows: Facility Currency Interest Rate (1) Facility Principal Principal Term Loan Facility (USD) USD USD LIBOR + 2.75% Jun-28 1,011,335 $ 1,011,335 Term Loan Facility (EUR) EUR EURIBOR + 3.00% Jun-28 710,000 785,789 Secured Loan Notes (EUR) EUR 3.00% Jun-29 435,000 481,434 Secured Loan Notes (USD) USD 4.00% Jun-29 400,000 400,000 Revolving Credit Facility (EUR) EUR EURIBOR + 2.25% (0% floor) Dec-27 20,000 20,000 Line of Credit USD Prime (2) (3.25) - 0.25% May-23 50,000 50,000 Total Principal Outstanding $ 2,748,558 |
Schedule of Long-Term Debt | March 31, 2022 December 31, 2021 Principal Outstanding $ 2,748,558 $ 2,794,108 Deferred Debt Issuance Costs ( 40,546 ) ( 38,302 ) Amortization of interest expense 4,970 2,562 Total $ 2,712,982 $ 2,758,368 Short-term debt 10,190 10,190 Non-current debt $ 2,702,792 $ 2,748,178 |
Schedule of Maturities of Non Current Debt | Maturity requirements on debt as of March 31, 2022 by year are as follows: Remainder 2022 $ 7,642 2023 60,190 2024 10,190 2025 10,190 2026 10,190 2027 30,190 2028 and thereafter 2,619,966 Total $ 2,748,558 |
Contingent and Deferred Consi_2
Contingent and Deferred Consideration Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Contingent And Deferred Consideration Payable [Abstract] | |
Schedule of Contingent Consideration Payable | Contingent and deferred consideration payable is comprised of the following balances: Balance at December 31, 2021 $ 30,815 Payments made during the period ( 1,436 ) Additions in the period — (Gain) / loss 6,154 Other 303 Balance at March 31, 2022 $ 35,836 Current $ 20,520 Non-current $ 15,316 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of Aggregate Purchase Price and Fair Value of Assets and Liabilities | The following table summarizes the purchase price and fair value of the assets and liabilities acquired on acquisition as of March 31, 2022 as described above. As of the date of the issuance of these financials, the determination of the final purchase price allocation to specific assets acquired and liabilities assumed is based on provisional amounts. The estimate of the purchase price allocations may change in future periods as the fair value estimates of assets and liabilities (including, but not limited to, goodwill, and intangibles) and the valuation of the related tax assets and liabilities are finalized. Cash consideration $ 449,790 Total purchase price $ 449,790 Cash and cash equivalents 25,068 Trade and other receivables (1) 1,895 Deferred tax assets 12 Property, plant and equipment 371 Intangible assets (2) 223,300 Other assets - non-current 926 Trade and other payables ( 20,539 ) Deferred tax liability ( 65,482 ) Net assets acquired $ 165,551 Goodwill (3) $ 284,239 (1) Gross contractual amounts receivable are equal to their book value where appropriate. (2) Intangible assets are primarily comprised of customer relationships, brands, and computer software. (3) Goodwill was primarily attributed to the expected synergies between the acquired business and the Company, the value of the employee workforce, and new customer acquisitions that do not qualify for separate recognition at the time of acquisition. The goodwill is not deductible for income tax purposes. |
Schedule of Unaudited Proforma Consolidated Revenues and Net Loss | The unaudited pro forma consolidated revenues and net loss for the Company for the three months ended March 31, 2022 and 2021 were as follow, had these acquisitions occurred on January 1, 2021. These pro forma results are presented for informational purposes only and are not indicative of future operations or results that would have been achieved had the acquisitions been completed as of January 1, 2021. Three Months Ended March 31, 2022 2021 Revenue $ 370,302 $ 383,527 Net loss (1) ( 1,164,511 ) ( 76,542 ) (1) The pro forma net loss for three months ended March 31, 2022 was adjusted to exclude acquisition cost and include additional amortization and interest expense that would have been incurred assuming the intangible assets and associated debt had been recorded as of January 1, 2021. The pro forma net loss for the three months ended March 31, 2021 was adjusted to include the acquisition-related costs and additional amortization and interest expense that would have been incurred assuming the intangible assets and debt had been recorded as of January 1, 2021. |
Gain on disposal of subsidiarie
Gain on disposal of subsidiaries (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Gain Or Loss On Sale Of Stock In Subsidiary Or Equity Method Investee [Abstract] | |
Schedule of Contingent Consideration Payable | Contingent and deferred consideration payable is comprised of the following balances: Balance at December 31, 2021 $ 30,815 Payments made during the period ( 1,436 ) Additions in the period — (Gain) / loss 6,154 Other 303 Balance at March 31, 2022 $ 35,836 Current $ 20,520 Non-current $ 15,316 |
Schedule of Aggregate Purchase Price and Fair Value of Assets and Liabilities | The following table summarizes the purchase price and fair value of the assets and liabilities acquired on acquisition as of March 31, 2022 as described above. As of the date of the issuance of these financials, the determination of the final purchase price allocation to specific assets acquired and liabilities assumed is based on provisional amounts. The estimate of the purchase price allocations may change in future periods as the fair value estimates of assets and liabilities (including, but not limited to, goodwill, and intangibles) and the valuation of the related tax assets and liabilities are finalized. Cash consideration $ 449,790 Total purchase price $ 449,790 Cash and cash equivalents 25,068 Trade and other receivables (1) 1,895 Deferred tax assets 12 Property, plant and equipment 371 Intangible assets (2) 223,300 Other assets - non-current 926 Trade and other payables ( 20,539 ) Deferred tax liability ( 65,482 ) Net assets acquired $ 165,551 Goodwill (3) $ 284,239 (1) Gross contractual amounts receivable are equal to their book value where appropriate. (2) Intangible assets are primarily comprised of customer relationships, brands, and computer software. (3) Goodwill was primarily attributed to the expected synergies between the acquired business and the Company, the value of the employee workforce, and new customer acquisitions that do not qualify for separate recognition at the time of acquisition. The goodwill is not deductible for income tax purposes. |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity during the year ended December 31, 2021. Restricted Stock Units Weighted average grant date fair value Nonvested as of December 31, 2021 13,314,436 $ 8.25 Granted (1) 4,775,557 $ 3.44 Vested (2) ( 2,204,512 ) $ 5.59 Forfeited ( 286,492 ) $ 8.30 Performance adjustments (3) ( 535,228 ) $ - Nonvested as of March 31, 2022 15,063,761 $ 7.00 (1) Represents RSUs and PRSUs based on performance target achievement of 100 %. (2) Represents the number of shares vested and distributed during the period. The total grant date fair value of units vested w as $ 12,320 . (3) Represents the adjustment to the number of PRSUs distributed based on actual performance compared to target. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy of Financial Instruments | The fair value hierarchy of financial instruments measured at fair value as of March 31, 2022 is provided below. Level 1 Level 2 Level 3 Financial assets measured at fair value: Contingent consideration receivable (1) $ — $ — $ 2,767 $ — $ — $ 2,767 Financial liabilities measured at fair value: Contingent consideration payable $ - $ - $ 35,836 Warrant liabilities (2) 25,667 2,625 - Liability for share-based compensation - - 10,072 $ 25,667 $ 2,625 $ 45,908 The fair value hierarchy of financial instruments measured at fair value as of December 31, 2021 is provided below. Level 1 Level 2 Level 3 Financial assets measured at fair value: Contingent consideration receivable (1) $ — $ — $ 2,842 $ — $ — $ 2,842 Financial liabilities measured at fair value: Contingent consideration payable $ — $ — $ 29,689 Warrant liabilities (2) 32,275 3,300 - Liability for share-based compensation - - 10,024 $ 32,275 $ 3,300 $ 39,713 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The valuation techniques and significant unobservable inputs used in determining the fair value measurement of Level 3 financial instruments is set out in the table below. Other than this input, a reasonably possible change in one or more of the unobservable inputs listed below would not materially change the fair value of financial instruments listed below. Financial instrument Valuation technique used Significant unobservable inputs Contingent consideration payable Discounted cashflow Weighted average discount rate of 9.0 % ( 7 - 15 %) Liability for share-based compensation Market and income approach Discount rate of 16.5 % |
Other Income _ (Expense), Net (
Other Income / (Expense), Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Income And Expenses [Abstract] | |
Schedule of Summary of Other Income / (Expense), Net | A summary of Other income / (expense), net is as follows: For the three months ended March 31, 2022 2021 Gain on foreign exchange $ 1,667 $ 196 (Loss) / gain on contingent consideration ( 6,821 ) 5,445 Fair value gain on derivative instruments (1) — 7,080 Fair value gain on warrant liabilities (2) 7,282 24,794 Interest expense, net, on related party balances — ( 121 ) Other 1,350 ( 4,869 ) Other income, net $ 3,478 $ 32,525 (1) The Company historically entered into derivative financial instruments to manage its interest rate risk related to its former variable-rate credit facilities. The related interest rate swaps and interest rate caps were cancelled as of December 31, 2021. (2) This fair value gain relates to the remeasurement of the warrant liabilities from the closing date of the prior year Transaction to the balance sheet date (See Note 2). |
Operating Segments (Tables)
Operating Segments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The information below summarizes revenue and Adjusted EBITDA by segment for the three months ended March 31, 2022: US Acquiring Digital Commerce Corporate (1) Total Revenue from external customers $ 169,143 $ 198,383 $ — $ 367,526 Interest Revenue 1 141 — 142 Total Revenue $ 169,144 $ 198,524 $ — $ 367,668 Adjusted EBITDA $ 47,242 $ 75,795 $ ( 19,070 ) $ 103,967 The information below summarizes revenue and Adjusted EBITDA by segment for the three months ended March 31, 2021: US Acquiring Digital Commerce Corporate (1) Total Revenue from external customers $ 153,340 $ 223,578 $ — $ 376,918 Interest Revenue 1 505 — 506 Total Revenue $ 153,341 $ 224,083 $ — $ 377,424 Adjusted EBITDA $ 39,257 $ 91,514 $ ( 17,541 ) $ 113,230 (1) Corporate consists of corporate overhead and unallocated shared costs of people and other resources consumed in activities that provide a benefit across the Company. |
Reconciliation Of Adjusted EBITDA From Segments | A reconciliation of total segments Adjusted EBITDA to the Company’s loss before taxes is as follows: For the three months ended March 31, 2022 2021 Segments Adjusted EBITDA $ 123,037 $ 130,771 Corporate costs ( 19,070 ) ( 17,541 ) Depreciation and amortization ( 63,423 ) ( 65,462 ) Share-based compensation ( 13,970 ) ( 80,841 ) Restructuring and other costs ( 12,591 ) ( 2,970 ) Impairment expense on goodwill and intangible assets ( 1,205,731 ) ( 578 ) Other income, net 3,478 32,525 Interest expense, net ( 25,956 ) ( 62,369 ) Loss before taxes $ ( 1,214,226 ) $ ( 66,465 ) |
Schedule of Disaggregated Revenue by Business Line | The disaggregated revenue by business line, which aligns with our reporting units, is as follows: For the three months ended March 31, 2022 2021 US Acquiring $ 169,144 $ 153,341 eCash (1) 101,112 112,916 Digital Wallet (1) 82,187 94,923 Integrated & Ecommerce Solutions (IES) (1) 23,201 23,561 Intracompany (1) ( 7,976 ) ( 7,317 ) Total Revenue 367,668 377,424 (1) These business lines are part of the Digital Commerce segment. |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Area | The information below summarizes revenue by geographic area for the three months ended March 31, 2022 and 2021. For the three months ended March 31, 2022 2021 United Kingdom $ 9,243 $ 13,728 United States of America 183,314 159,823 Germany 26,092 36,779 All other countries (1) 148,877 166,588 Revenue from external customers $ 367,526 $ 376,918 (1) No single country included in the “All other countries” category generated more than 10 % of total revenue. The information below summarizes long-lived assets, net by geographic area: March 31, 2022 December 31, 2021 United Kingdom $ 4,636 $ 5,068 Canada 5,736 6,455 United States of America 10,693 11,416 Bulgaria 10,182 11,442 Austria 8,162 8,682 All other countries (1) 5,070 4,962 Total long-lived assets, net $ 44,479 $ 48,025 (1) No single country included in the “All other countries” category comprised more than 10 % of total long-lived assets. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Transaction with Related Parties | The Company entered the following transactions with related parties. The following amounts were outstanding at the date of the unaudited condensed consolidated statements of financial position: Amounts owed by related parties Amounts owed to related parties Related Party Relationship Type of Transaction March 31, 2022 March 31, 2022 Other Warrant liabilities — 2,625 Topco Receivable 4,176 — PGHL Receivable 2,053 — Other Receivable 7 — $ 6,236 $ 2,625 Amounts owed by related parties Amounts owed to related parties Related Party Relationship Type of Transaction December 31, 2021 December 31, 2021 Other Warrant liabilities — 3,300 Topco Receivable 4,408 — PGHL Receivable 2,069 — Other Receivable 15 — $ 6,492 $ 3,300 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | May 18, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Entity Incorporation Date Of Incorporation | Jul. 15, 2020 | ||
Contract balance | $ 0 | $ 0 | |
Material changes | $ 0 |
Transactions - Additional Infor
Transactions - Additional Information (Details) $ / shares in Units, € in Thousands, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2022EUR (€)shares | Mar. 31, 2021USD ($) | Dec. 31, 2021$ / sharesshares | |
Business Acquisition [Line Items] | ||||
Common Stock, Shares, Issued | shares | 724,686,080 | 723,715,147 | ||
Ordinary shares, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | ||
Proceeds from issuance of common stock | $ 2,000,000 | |||
Payments to acquire businesses, gross | 424,722 | $ 23,531 | ||
Share-based compensation | 13,970 | 80,841 | ||
Liability for share-based compensation | $ 10,072 | |||
Preferred stock, shares authorized | shares | 2,000,000,000 | |||
Shares redeemed | $ 0 | |||
USD First Lien Term Loan [Member] | ||||
Business Acquisition [Line Items] | ||||
Repayments of secured debt | 416,700 | |||
Debt, fee amount | 21,724 | |||
EUR First Lien Term Loan [Member] | ||||
Business Acquisition [Line Items] | ||||
Repayments of secured debt | € | € 204,500 | |||
USD Second Lien Term Loan [Member] | ||||
Business Acquisition [Line Items] | ||||
Repayments of secured debt | $ 250,000 | |||
EUR Second Lien Term Loan [Member] | ||||
Business Acquisition [Line Items] | ||||
Repayments of secured debt | € | € 212,459 | |||
Share based compensation [Member] | ||||
Business Acquisition [Line Items] | ||||
Internal performance targets | 50.00% | 50.00% | ||
Share-based compensation | 80,140 | |||
Pi Jersey [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash Consideration for acquisition | $ 2,448,799 | |||
Net proceeds from the Merger | $ 1,616,673 | |||
Warrant [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares that eligible to be purchased with each warrant | shares | 1 | |||
Common stock, per share | $ / shares | $ 11.50 | |||
Date from which warrants is exercisable | Aug. 21, 2021 | Aug. 21, 2021 | ||
Private Warrants Held by Related Party | $ 2,625 | |||
PIPE Investment [Member] | ||||
Business Acquisition [Line Items] | ||||
Common Stock, Shares, Issued | shares | 200,000,000 | |||
Ordinary shares, Par or Stated Value Per Share | $ / shares | $ 10 | |||
Proceeds from issuance of common stock | $ 2,000,000 | |||
Incremental costs | 151,722 | |||
Payment of incremental costs | $ 133,422 | |||
Skrill USA | January 2022 | ||||
Business Acquisition [Line Items] | ||||
Percentage of equity interest acquired in Skrill USA | 100.00% | |||
Paysafe Limited [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, gross | $ 2,448,799 | |||
Business acquisition equity instrument consideration, shares issued | shares | 333,419,924 | 333,419,924 | ||
Common unit, issued | shares | 190,292,458 | |||
Paysafe Limited [Member] | Public Warrants [Member] | ||||
Business Acquisition [Line Items] | ||||
Warrants outstanding | shares | 48,901,025 | |||
Paysafe Limited [Member] | Private Warrants [Member] | ||||
Business Acquisition [Line Items] | ||||
Warrants outstanding | shares | 5,000,000 | |||
Paysafe Bermuda Holdings LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition equity instrument consideration, shares issued | shares | 20,893,780 | 20,893,780 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to the Company - Schedule of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator | ||
Net loss attributable to the Company - basic | $ (1,171,183) | $ (60,647) |
Net loss attributable to the Company - diluted | $ (1,171,183) | $ (60,647) |
Denominator | ||
Weighted average shares – basic | 724,048,222 | 723,712,382 |
Weighted average shares – diluted | 724,048,222 | 723,712,382 |
Net loss per share attributable to the Company | ||
Basic | $ (1.62) | $ (0.08) |
Diluted | $ (1.62) | $ (0.08) |
Taxation - Additional Informati
Taxation - Additional Information (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Operating Loss Carryforwards [Line Items] | ||||
Effective tax rate | 3.60% | 8.90% | ||
Deferred tax assets | $ 21,723 | $ 21,926 | ||
Deferred tax liabilities | $ 76,295 | $ 64,886 | ||
United Kingdom | ||||
Operating Loss Carryforwards [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Percent | 19.00% | 19.00% | ||
United Kingdom | Minimum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
United Kingdom corporate tax rate | 19.00% | |||
United Kingdom | Maximum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
United Kingdom corporate tax rate | 25.00% |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | ||||
Goodwill [Line Items] | |||||
Beginning balance | $ 3,650,037 | $ 3,481,816 | |||
Additions during the period | 284,239 | [1] | 23,077 | [2] | |
Purchase price accounting adjustments | [3] | (1,687) | |||
Impairment | 1,205,731 | ||||
Foreign exchange | (14,049) | (27,364) | |||
Ending balance | 2,712,809 | 3,477,529 | |||
US Acquiring | |||||
Goodwill [Line Items] | |||||
Beginning balance | 1,525,135 | 1,503,307 | |||
Additions during the period | 0 | [1] | 23,077 | [2] | |
Purchase price accounting adjustments | [3] | 0 | |||
Impairment | (613,003) | ||||
Foreign exchange | 0 | 0 | |||
Ending balance | 912,132 | 1,526,384 | |||
Digital Commerce | |||||
Goodwill [Line Items] | |||||
Beginning balance | 2,124,902 | 1,978,509 | |||
Additions during the period | 284,239 | [1] | 0 | [2] | |
Purchase price accounting adjustments | [3] | (1,687) | |||
Impairment | (592,728) | ||||
Foreign exchange | (14,049) | (27,364) | |||
Ending balance | $ 1,800,677 | $ 1,951,145 | |||
[1] | Additions to goodwill within the Digital Commerce segment in the current period relate to the acquisition of SaftPay Inc. (“Safetypay”) (See Note 10). | ||||
[2] | Additions to goodwill within the US Acquiring segment in the prior year relate to the acquisition of International Card Services ("ICS"). | ||||
[3] | Purchase price adjustments relate to changes in estimates of certain assets or liabilities acquired in business combinations that were completed within one year prior to March 31, 2022. |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Goodwill, Impaired, Accumulated Impairment Loss | $ 1,205,731 | $ 0 |
Goodwill impairment | 1,205,731 | |
US Acquiring | ||
Goodwill [Line Items] | ||
Goodwill impairment | (613,003) | |
Digital Commerce | ||
Goodwill [Line Items] | ||
Goodwill impairment | $ (592,728) |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,943,496 | $ 2,710,017 |
Less accumulated amortization on: | ||
Accumulated amortization of intangible assets | 1,009,559 | 964,594 |
Less accumulated impairment on: | ||
Accumulated impairment of intangible assets | 543,219 | 543,219 |
Finite-Lived Intangible Assets, Net, Total | 1,390,718 | 1,202,204 |
Brands [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 177,425 | 176,225 |
Less accumulated amortization on: | ||
Accumulated amortization of intangible assets | 71,939 | 69,407 |
Less accumulated impairment on: | ||
Accumulated impairment of intangible assets | 8,464 | 8,464 |
Software development costs [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 823,553 | 805,697 |
Less accumulated amortization on: | ||
Accumulated amortization of intangible assets | 390,872 | 371,555 |
Less accumulated impairment on: | ||
Accumulated impairment of intangible assets | 84,947 | 84,947 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 1,907,292 | 1,692,838 |
Less accumulated amortization on: | ||
Accumulated amortization of intangible assets | 527,474 | 505,732 |
Less accumulated impairment on: | ||
Accumulated impairment of intangible assets | 449,808 | 449,808 |
Computer Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 35,226 | 35,257 |
Less accumulated amortization on: | ||
Accumulated amortization of intangible assets | $ 19,274 | $ 17,900 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense on intangible assets | $ 61,595 | $ 62,319 |
Purchase of merchant portfolios | 10,364 | 1,644 |
Impairment expense on goodwill and intangible assets | $ 1,205,731 | $ 578 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Net, Total | $ 13,633 | $ 14,907 |
Allowance for Credit Losses - A
Allowance for Credit Losses - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Allowance for credit losses increase (decrease) | $ 5,888 | $ 5,985 |
Allowance for Credit Losses - S
Allowance for Credit Losses - Summary of Expected Credit Allowance Activity (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($) | ||
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Beginning balance | $ 20,291 | |
Credit loss expense | 5,888 | |
Write-Offs | (5,441) | |
Other | (139) | [1] |
Ending balance | 20,599 | |
Customer Accounts and Other Restricted Cash | ||
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Beginning balance | 673 | |
Credit loss expense | ||
Write-Offs | ||
Other | (9) | [1] |
Ending balance | 664 | |
Accounts Receivable, Net | ||
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Beginning balance | 8,642 | |
Credit loss expense | 5,236 | |
Write-Offs | (4,560) | |
Other | (30) | [1] |
Ending balance | 9,288 | |
Settlement Receivables, Net | ||
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Beginning balance | 4,049 | |
Credit loss expense | 514 | |
Write-Offs | (785) | |
Other | (110) | [1] |
Ending balance | 3,668 | |
Financial Guarantee Contracts and Other | ||
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Beginning balance | 6,927 | |
Credit loss expense | 138 | |
Write-Offs | (96) | |
Other | 10 | [1] |
Ending balance | $ 6,979 | |
[1] | Other mainly relates to the impact of foreign exchange. |
Debt - Additional Information (
Debt - Additional Information (Details) € in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Jun. 28, 2021USD ($) | Jun. 28, 2021EUR (€) | |
Debt Instrument [Line Items] | ||||||
Term loan | $ 628,000 | € 435,000 | ||||
Repayment of loans and borrowings | $ 60,885 | $ 1,155,743 | ||||
Debt Instrument, Principal payment | 2,547 | 0 | ||||
Line of credit | 50,000 | $ 50,000 | ||||
Debt issuance costs | 40,546 | 38,302 | ||||
Interest expense | 25,956 | 62,369 | ||||
amortization expense on deferred debt issuance costs | 3,702 | $ 24,707 | ||||
Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit | 50,000 | |||||
Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument issued | 400,000 | 435,000 | ||||
First Lien Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate debt amount, borrowed | 1,018,000 | 710,000 | ||||
Senior Secure Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility available balance | 305,000 | |||||
New Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Amount Outstanding | 20,000 | 28,423 | ||||
USD Incremental Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term loan | 390,000 | $ 390,000 | ||||
Debt issuance costs | 6,261 | |||||
EUR Incremental Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term loan | € | € 275,000 | € 275,000 | ||||
Letter Of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Letter of Credit | $ 140,714 | $ 171,392 | ||||
Percentage of reporting date exceeds of total new revolving credit facility | 40.00% | |||||
First lien debt ratio, description | First Lien Debt Ratio is not permitted to exceed 7.5 to 1.0. | |||||
Letter Of Credit [Member] | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
First lien debt ratio | 0.075 | |||||
Letter Of Credit [Member] | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
First lien debt ratio | 0.010 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) € in Thousands, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022EUR (€) | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | ||
Debt Instrument [Line Items] | ||||
Outstanding aggregate principal amount | $ 2,748,558 | $ 2,794,108 | ||
Term loan facility USD [Member] | Facility maturity date June 28 | ||||
Debt Instrument [Line Items] | ||||
Outstanding aggregate principal amount | € 1,011,335 | 1,011,335 | ||
Term loan facility USD [Member] | USD | Facility maturity date June 28 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [1] | USD LIBOR + 2.75% | ||
Facility maturity date | --06-28 | |||
Term Loan Facility EUR [Member] | Facility maturity date June 28 | ||||
Debt Instrument [Line Items] | ||||
Outstanding aggregate principal amount | € 710,000 | 785,789 | ||
Term Loan Facility EUR [Member] | EUR | Facility maturity date June 28 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [1] | EURIBOR + 3.00% | ||
Facility maturity date | --06-28 | |||
Secured Loan Notes E U R | Facility maturity date June 29 | ||||
Debt Instrument [Line Items] | ||||
Outstanding aggregate principal amount | € 435,000 | 481,434 | ||
Secured Loan Notes E U R | EUR | Facility maturity date June 29 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [1] | 3.00% | ||
Facility maturity date | --06-29 | |||
Secured Loan Notes U S D | Facility maturity date June 29 | ||||
Debt Instrument [Line Items] | ||||
Outstanding aggregate principal amount | € 400,000 | 400,000 | ||
Secured Loan Notes U S D | USD | Facility maturity date June 29 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [1] | 4.00% | ||
Facility maturity date | --06-29 | |||
New Revolving Credit Facility | Facility maturity date December 27 | ||||
Debt Instrument [Line Items] | ||||
Outstanding aggregate principal amount | € 20,000 | 20,000 | ||
New Revolving Credit Facility | EUR | Facility maturity date December 27 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [1] | EURIBOR + 2.25% (0% floor) | ||
Facility maturity date | --12-27 | |||
Line of Credit [Member] | Facility maturity date May 23 | ||||
Debt Instrument [Line Items] | ||||
Outstanding aggregate principal amount | € 50,000 | $ 50,000 | ||
Line of Credit [Member] | USD | Facility maturity date May 23 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [1],[2] | Prime (2) (3.25) - 0.25% | ||
Facility maturity date | --05-23 | |||
[1] | For facilities which utilize the EURIBOR and LIBOR rates, a rate floor of 0 % and 0.5 % applies, respectively. | |||
[2] | The Prime Rate is defined as the rate of interest per annum most recently published in The Wall Street Journal (or any successor publication if The Wall Street Journal is no longer published) in the “Money Rates” Section (or such successor section) as the “Prime Rate.” |
Debt - Schedule of Long-term _2
Debt - Schedule of Long-term Debt Instruments (Parenthetical) (Details) | Mar. 31, 2022 |
Euribor Future | |
Debt Instrument [Line Items] | |
Facilities interest rate | 0.50% |
London Interbank Offered Rate (LIBOR) | |
Debt Instrument [Line Items] | |
Facilities interest rate | 0.00% |
Debt - Schedule of Long-Term _3
Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Outstanding aggregate principal amount | $ 2,748,558 | $ 2,794,108 |
Deferred debt issuance costs | (40,546) | (38,302) |
Amortization of interest expense | 4,970 | 2,562 |
Total | 2,712,982 | 2,758,368 |
Short-term debt | 10,190 | 10,190 |
Long-term Debt, Excluding Current Maturities, Total | $ 2,702,792 | $ 2,748,178 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Remainder 2022 | $ 7,642 | |
2023 | 60,190 | |
2024 | 10,190 | |
2025 | 10,190 | |
2026 | 10,190 | |
2027 | 30,190 | |
2028 and thereafter | 2,619,966 | |
Total | $ 2,748,558 | $ 2,794,108 |
Accounts payable and other liab
Accounts payable and other liabilities - Schedule of accounts payable and other liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Total | $ 220,991 | $ 211,841 |
Contingent and Deferred Consi_3
Contingent and Deferred Consideration Payable - Schedule of Contingent Consideration Payable (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Contingent And Deferred Consideration Payable [Abstract] | |
Beginning balance | $ 30,815 |
Payments made during the period | (1,436) |
Additions in The period | 0 |
(Gain) / loss | 6,154 |
Other | 303 |
Ending balance | 35,836 |
Current | 20,520 |
Non-current | $ 15,316 |
Contingent and Deferred Consi_4
Contingent and Deferred Consideration Payable - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Contingent And Deferred Consideration Payable [Line Items] | ||
Loss on Contingent Consideration Payable | $ 6,154 | |
Contingent and deferred consideration | 35,836 | |
Contingent and deferred consideration payable – non-current | 15,316 | $ 17,142 |
Merchant Portfolios | ||
Contingent And Deferred Consideration Payable [Line Items] | ||
Contingent consideration paid | 1,436 | |
Contingent and deferred consideration payable – non-current | $ 15,316 |
Contingent Consideration Receiv
Contingent Consideration Receivable - Schedule of Contingent Consideration Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Contingent Consideration Receivable [Abstract] | ||
Current portion of contingent consideration receivable | $ 2,767 | $ 2,842 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Business Acquisition [Line Items] | |||
Aggregate Revenues of the Acquired Businesses | $ 370,302 | $ 383,527 | |
Net Earnings of the Acquired Businesses | [1] | (1,164,511) | $ (76,542) |
Business combination, acquisition related cost | 13,863 | ||
Restructuring and Other Costs | |||
Business Acquisition [Line Items] | |||
Business combination, acquisition related cost | 9,319 | ||
Acquired Businesses | |||
Business Acquisition [Line Items] | |||
Aggregate Revenues of the Acquired Businesses | 5,237 | ||
Net Earnings of the Acquired Businesses | $ 3,654 | ||
[1] | The pro forma net loss for three months ended March 31, 2022 was adjusted to exclude acquisition cost and include additional amortization and interest expense that would have been incurred assuming the intangible assets and associated debt had been recorded as of January 1, 2021. The pro forma net loss for the three months ended March 31, 2021 was adjusted to include the acquisition-related costs and additional amortization and interest expense that would have been incurred assuming the intangible assets and debt had been recorded as of January 1, 2021. |
Business Combinations - Schedul
Business Combinations - Schedule of Aggregate Purchase Price and Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Business Acquisition [Line Items] | |||||
Payments to acquire businesses, gross | $ 424,722 | $ 23,531 | |||
Other assets – non-current | 1,976 | $ 1,856 | |||
Goodwill | 2,712,809 | $ 3,477,529 | $ 3,650,037 | $ 3,481,816 | |
Acquired Businesses | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire businesses, gross | 449,790 | ||||
Total purchase price | 449,790 | ||||
Cash and cash equivalents | 25,068 | ||||
Trade and other receivables | [1] | 1,895 | |||
Deferred tax assets | 12 | ||||
Property, plant and equipment | 371 | ||||
Intangible assets | [2] | 223,300 | |||
Other assets – non-current | 926 | ||||
Trade and other payables | 20,539 | ||||
Deferred tax liability | 65,482 | ||||
Net assets acquired | 165,551 | ||||
Goodwill | [3] | $ 284,239 | |||
[1] | Gross contractual amounts receivable are equal to their book value where appropriate. | ||||
[2] | Intangible assets are primarily comprised of customer relationships, brands, and computer software. | ||||
[3] | Goodwill was primarily attributed to the expected synergies between the acquired business and the Company, the value of the employee workforce, and new customer acquisitions that do not qualify for separate recognition at the time of acquisition. The goodwill is not deductible for income tax purposes. |
Business Combinations - Sched_2
Business Combinations - Schedule of Unaudited Proforma Consolidated Revenues and Net Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Business Acquisition [Line Items] | |||
Revenue | $ 370,302 | $ 383,527 | |
Net loss | [1] | $ (1,164,511) | $ (76,542) |
[1] | The pro forma net loss for three months ended March 31, 2022 was adjusted to exclude acquisition cost and include additional amortization and interest expense that would have been incurred assuming the intangible assets and associated debt had been recorded as of January 1, 2021. The pro forma net loss for the three months ended March 31, 2021 was adjusted to include the acquisition-related costs and additional amortization and interest expense that would have been incurred assuming the intangible assets and debt had been recorded as of January 1, 2021. |
Share-based Compensation - Addi
Share-based Compensation - Additional information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022USD ($)Planshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)shares | Apr. 30, 2022shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of share-based employee compensation plans | Plan | 2 | |||
Share-based compensation | $ | $ 13,970 | $ 80,841 | ||
Share-based compensation, unrecognized | $ | $ 70,892 | $ 70,234 | ||
Award Vesting Period | 1 year | |||
Preferred stock, shares authorized | shares | 2,000,000,000 | |||
2021 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized | shares | 126,969,054 | |||
Share-based compensation | $ | $ 13,970 | $ 80,841 | ||
2021 Plan | Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | shares | 14,319,504 | |||
Minimum | 2021 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Internal performance targets | 0.00% | |||
Maximum | 2021 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Internal performance targets | 200.00% | |||
Award Vesting Period | 3 years |
Share-based Compensation - Summ
Share-based Compensation - Summary of Ordinary Share Activity (Details) | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted Average Grant Date Fair Value, Vested | $ 12,320 |
Share-based Compensation - Su_2
Share-based Compensation - Summary of Restricted Stock Unit Activity (Details) | 3 Months Ended | |
Mar. 31, 2022$ / sharesshares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted Average Grant Date Fair Value, Vested | $ 12,320 | |
2021 Plan | Restricted Stock Units (RSUs) | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Ordinary shares, Nonvested Beginning Balance | shares | 13,314,436 | |
Ordinary shares, Granted | shares | 4,775,557 | [1] |
Ordinary shares, Vested | shares | (2,204,512) | [2] |
Ordinary shares, Forfeited | shares | (286,492) | |
Restricted Stock Units, Performance adjustments | shares | (535,228) | [3] |
Ordinary shares, Nonvested Ending Balance | shares | 15,063,761 | |
Weighted Average Grant Date Fair Value, Outstanding Beginning Balance | $ 8.25 | |
Weighted Average Grant Date Fair Value, Granted | 3.44 | [1] |
Weighted Average Grant Date Fair Value, Vested | 5.59 | [2] |
Weighted Average Grant Date Fair Value, Forfeited | 8.30 | |
Weighted Average Grant Date Fair Value, Performance adjustment | 0 | [3] |
Weighted Average Grant Date Fair Value, Outstanding Ending balance | $ 7 | |
[1] | Represents RSUs and PRSUs based on performance target achievement of 100 %. | |
[2] | Represents the number of shares vested and distributed during the period. The total grant date fair value of units vested w as $ 12,320 . | |
[3] | Represents the adjustment to the number of PRSUs distributed based on actual performance compared to target. |
Share-based Compensation - Su_3
Share-based Compensation - Summary of Restricted Stock Unit Activity ( Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Performance target achievement percentage | 100.00% |
Total grant date fair value of units vested | $ 12,320 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Hierarchy of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | |
Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | |||
Financial Liabilities Fair Value Disclosure, Total | 25,667 | 32,275 | |
Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | |||
Financial Liabilities Fair Value Disclosure, Total | 2,625 | 3,300 | |
Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | 2,767 | 2,842 | |
Financial Liabilities Fair Value Disclosure, Total | 45,908 | 39,713 | |
Warrant [Member] | Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | [1] | 25,667 | 32,275 |
Warrant [Member] | Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | [1] | 2,625 | 3,300 |
Warrant [Member] | Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | |||
Liability for Share-Based Compensation | Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | |||
Liability for Share-Based Compensation | Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | |||
Liability for Share-Based Compensation | Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | 10,072 | 10,024 | |
Contingent Consideration Receivable | Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | |||
Contingent Consideration Receivable | Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | |||
Contingent Consideration Receivable | Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | [2] | 2,767 | 2,842 |
Contingent Consideration Payable | Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | |||
Contingent Consideration Payable | Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | |||
Contingent Consideration Payable | Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | $ 35,836 | $ 29,689 | |
[1] | Level 2 warrant liabilities represent the fair value of private warrants which is estimated using the price of the Company's public warrants. | ||
[2] | The contingent consideration receivable balance relates to a receivable recorded upon the disposal of a subsidiary in the prior year. The $ 75 loss recognized during the three months ended March 31, 2022 is due to the fair value measurement of the contingent consideration receivable and is recorded in Other (expense) / income, net. |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value Hierarchy of Financial Instruments (Parenthetical) (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair Value Loss On Contingent Consideration Receivable | $ 75 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details) - Level 3 | Mar. 31, 2022 |
Market and income approach | Measurement Input, Discount Rate | Liability for Share-Based Compensation | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Measurement input | 16.5 |
Contingent Consideration Payable | Discounted cashflow | Measurement Input Weighted Average Discount Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Measurement input | 9 |
Contingent Consideration Payable | Minimum | Discounted cashflow | Measurement Input Weighted Average Discount Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Measurement input | 7 |
Contingent Consideration Payable | Maximum | Discounted cashflow | Measurement Input Weighted Average Discount Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Measurement input | 15 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Current portion of lease liability | $ 8,843 | $ 8,845 |
Non-current portion of lease liability | $ 25,676 | $ 28,008 |
Commitment, Contingencies and G
Commitment, Contingencies and Guarantees - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Provision for litigation proceedings | $ 8,550 | $ 8,550 |
Share Capital - Schedule of Sha
Share Capital - Schedule of Share Activity in Connection with the Transactions (Details) | Mar. 31, 2022shares |
Class Of Stock [Line Items] | |
Beginning balance, shares | 723,715,147 |
Ending balance, shares | 724,686,080 |
Other Income _ (Expense), Net -
Other Income / (Expense), Net - Schedule of Summary of Other income / (expense), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Other Income And Expenses [Abstract] | |||
Gain on foreign exchange | $ 1,667 | $ 196 | |
Fair value (loss) / gain on contingent | (6,821) | 5,445 | |
Fair value (loss) / gain on derivative instruments | [1] | 0 | 7,080 |
Fair value gain on warrant liabilities | [2] | 7,282 | 24,794 |
Interest expense, net, on related party balances | 0 | (121) | |
Other | 1,350 | (4,869) | |
Other income / (expense), net | $ 3,478 | $ 32,525 | |
[1] | The Company historically entered into derivative financial instruments to manage its interest rate risk related to its former variable-rate credit facilities. The related interest rate swaps and interest rate caps were cancelled as of December 31, 2021. | ||
[2] | This fair value gain relates to the remeasurement of the warrant liabilities from the closing date of the prior year Transaction to the balance sheet date (See Note 2). |
Operating Segments - Schedule o
Operating Segments - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | $ 367,526 | $ 376,918 | |
Interest revenue | 142 | 506 | |
Revenue | 367,668 | 377,424 | |
Adjusted EBITDA | 103,967 | 113,230 | |
US Acquiring | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 169,143 | 153,340 | |
Interest revenue | 1 | 1 | |
Revenue | 169,144 | 153,341 | |
Adjusted EBITDA | 47,242 | 39,257 | |
Digital Commerce | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 198,383 | 223,578 | |
Interest revenue | 141 | 505 | |
Revenue | 198,524 | 224,083 | |
Adjusted EBITDA | 75,795 | 91,514 | |
Corporate Segment | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | [1] | 0 | 0 |
Interest revenue | [1] | 0 | 0 |
Revenue | [1] | 0 | 0 |
Adjusted EBITDA | [1] | $ (19,070) | $ (17,541) |
[1] | Corporate consists of corporate overhead and unallocated shared costs of people and other resources consumed in activities that provide a benefit across the Company. |
Operating Segments - Reconcilia
Operating Segments - Reconciliation Of Revenue From Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting [Abstract] | ||
Segments Adjusted EBITDA | $ 123,037 | $ 130,771 |
Corporate costs | (19,070) | (17,541) |
Depreciation and amortization | (63,423) | (65,462) |
Share-based compensation | (13,970) | (80,841) |
Impairment expense on goodwill and intangible assets | (1,205,731) | (578) |
Restructuring and other costs | (12,591) | (2,970) |
Other income, net | 3,478 | 32,525 |
Interest expense, net | (25,956) | (62,369) |
Loss before taxes | $ (1,214,226) | $ (66,465) |
Operating Segments - Summary of
Operating Segments - Summary of Disaggregated Revenue by Business Line (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 367,668 | $ 377,424 | |
US Acquiring | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 169,144 | 153,341 | |
eCash | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | [1] | 101,112 | 112,916 |
Digital Wallet | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | [1] | 82,187 | 94,923 |
Integrated & Ecommerce Solutions (IES) | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | [1] | 23,201 | 23,561 |
Intracompany | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | [1] | $ (7,976) | $ (7,317) |
[1] | These business lines are part of the Digital Commerce segment. |
Operating Segments - Schedule_2
Operating Segments - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | $ 367,668 | $ 377,424 | ||
Total long lived assets | 44,479 | $ 48,025 | ||
Geographical Components | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | 367,526 | 376,918 | ||
United Kingdom | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets | 4,636 | 5,068 | ||
United Kingdom | Geographical Components | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | 9,243 | 13,728 | ||
United States of America | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets | 10,693 | 11,416 | ||
United States of America | Geographical Components | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | 183,314 | 159,823 | ||
Germany | Geographical Components | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | 26,092 | 36,779 | ||
All Other Countries | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets | [1] | 5,070 | 4,962 | |
All Other Countries | Geographical Components | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | [2] | 148,877 | $ 166,588 | |
Canada | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets | 5,736 | 6,455 | ||
Bulgaria | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets | 10,182 | 11,442 | ||
Austria | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets | $ 8,162 | $ 8,682 | ||
[1] | No single country included in the “All other countries” category comprised more than 10 % of total long-lived assets. | |||
[2] | No single country included in the “All other countries” category generated more than 10 % of total revenue. |
Operating Segments - Schedule_3
Operating Segments - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical (Parenthetical) (Details) - Geographic Risk - All Other Countries | 3 Months Ended |
Mar. 31, 2022 | |
Total long lived assets | |
Entity Wide Revenue Major Customer [Line Items] | |
Concentration risk | 10.00% |
Revenue | |
Entity Wide Revenue Major Customer [Line Items] | |
Concentration risk | 10.00% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Transaction with Related Parties (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts Notes And Loans Receivable [Line Items] | ||
Amounts owed by related parties | $ 6,236 | $ 6,492 |
Amounts owed to related parties | 2,625 | 3,300 |
Other Warrant Liabilities | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Amounts owed by related parties | 0 | 0 |
Amounts owed to related parties | 2,625 | 3,300 |
Topco Receivable | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Amounts owed by related parties | 4,176 | 4,408 |
Amounts owed to related parties | 0 | 0 |
P G H L Receivable | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Amounts owed by related parties | 2,053 | 2,069 |
Amounts owed to related parties | 0 | 0 |
Other Receivable | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Amounts owed by related parties | 7 | 15 |
Amounts owed to related parties | $ 0 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Allowances for credit loss | $ 0 | $ 0 | |
Interest expense, related party | 0 | 121 | |
P G H L Receivable | |||
Related Party Transaction [Line Items] | |||
Interest free receivable | 2,053 | $ 2,069 | |
Settlement through additional contribution | $ 26,000 | ||
Topco Receivable | |||
Related Party Transaction [Line Items] | |||
Amounts owed from Topco | $ 4,176 | $ 4,408 |