Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | PAYSAFE LIMITED |
Entity Central Index Key | 0001833835 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Interactive Data Current | Yes |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Accelerated Filer |
Entity Well-known Seasoned Issuer | Yes |
Entity Common Stock, Shares Outstanding | 61,719,443 |
Entity Shell Company | false |
Entity Emerging Growth Company | false |
ICFR Auditor Attestation Flag | true |
Entity File Number | 001-40302 |
Entity Incorporation, State or Country Code | D0 |
Entity Address, Address Line One | 2 Gresham Street |
Entity Address, City or Town | London |
Entity Address, Country | GB |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Registration Statement | false |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | U.S. GAAP |
Contact Personnel Name | Paysafe Limited |
Entity Address, City or Town | London |
Entity Address, Country | GB |
Entity Address, Postal Zip Code | EC2V 7AD |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | Houston, Texas |
Auditor Firm ID | 34 |
Common Stock [Member] | |
Document Information [Line Items] | |
Title of 12(b) Security | Common Shares |
Trading Symbol | PSFE |
Security Exchange Name | NYSE |
Warrant [Member] | |
Document Information [Line Items] | |
Title of 12(b) Security | Warrants |
Entity Common Stock, Shares Outstanding | 53,900,329 |
Trading Symbol | PSFE.WS |
Security Exchange Name | NYSE |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 2 Gresham Street |
Entity Address, City or Town | London |
Entity Address, Country | GB |
Contact Personnel Name | Elliott Wiseman |
Entity Address, City or Town | London |
Entity Address, Country | GB |
Entity Address, Postal Zip Code | EC2V 7AD |
City Area Code | 0 |
Country Region | 44 |
Local Phone Number | 207 608 8460 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Revenue | $ 1,601,138 | $ 1,496,137 | $ 1,487,013 |
Cost of services (excluding depreciation and amortization) | 663,212 | 614,025 | 599,778 |
Selling, general and administrative | 508,136 | 534,515 | 545,107 |
Depreciation and amortization | 263,433 | 266,819 | 261,372 |
Impairment expense on goodwill and intangible assets | 1,254 | 1,887,223 | 324,145 |
Restructuring and other costs | 6,061 | 64,132 | 25,883 |
Loss on disposal of subsidiaries and other assets, net | 386 | 1,359 | 0 |
Operating income / (loss) | 158,656 | (1,871,936) | (269,272) |
Other income, net | 13,081 | 83,778 | 239,661 |
Interest expense, net | (151,148) | (126,628) | (165,827) |
Income / (loss) from operations before taxes | 20,589 | (1,914,786) | (195,438) |
Income tax expense / (benefit) | 40,840 | (52,502) | (85,110) |
Net loss | (20,251) | (1,862,284) | (110,328) |
Less: net income attributable to non-controlling interest | 0 | 371 | 626 |
Net loss attributable to the Company | $ (20,251) | $ (1,862,655) | $ (110,954) |
Basic | $ (0.33) | $ (30.78) | $ (1.84) |
Diluted | $ (0.33) | $ (30.78) | $ (1.84) |
Net Loss | $ (20,251) | $ (1,862,284) | $ (110,328) |
Other comprehensive loss, net of tax of $0: | |||
Gain / (loss) on foreign currency translation | 14,330 | (34,251) | (1,406) |
Total comprehensive loss | (5,921) | (1,896,535) | (111,734) |
Less: comprehensive income attributable to non-controlling interest | 0 | 371 | 626 |
Total comprehensive loss attributable to the company | $ (5,921) | $ (1,896,906) | $ (112,360) |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 202,322 | $ 260,219 |
Customer accounts and other restricted cash | 1,295,947 | 1,866,976 |
Accounts receivable, net of allowance for credit losses of $5,240 and $10,558, respectively | 162,081 | 159,324 |
Settlement receivables, net of allowance for credit losses of $5,197 and $5,398, respectively | 171,224 | 147,774 |
Prepaid expenses and other current assets | 74,919 | 60,810 |
Total current assets | 1,906,493 | 2,495,103 |
Deferred tax assets | 77,273 | 104,538 |
Property, plant and equipment, net | 17,213 | 11,947 |
Operating lease right-of-use assets | 22,120 | 35,509 |
Derivative asset | 10,427 | 17,321 |
Intangible assets, net | 1,163,935 | 1,291,458 |
Goodwill | 2,023,402 | 1,999,132 |
Other assets – non-current | 6,838 | 2,048 |
Total assets | 5,227,701 | 5,957,056 |
Current liabilities | ||
Accounts payable and other liabilities | 202,699 | 241,529 |
Short-term debt | 10,190 | 10,190 |
Funds payable and amounts due to customers | 1,477,017 | 1,997,867 |
Operating lease liabilities – current | 8,233 | 7,953 |
Income taxes payable | 0 | 11,325 |
Contingent and deferred consideration payable – current | 11,828 | 18,171 |
Liability for share-based compensation – current | 2,701 | 11,400 |
Total current liabilities | 1,712,668 | 2,298,435 |
Non-current debt | 2,491,643 | 2,633,269 |
Operating lease liabilities – non-current | 16,963 | 29,913 |
Deferred tax liabilities | 111,705 | 118,791 |
Warrant liabilities | 1,423 | 3,094 |
Liability for share-based compensation – non-current | 3,108 | 4,942 |
Contingent and deferred consideration payable – non-current | 6,878 | 8,975 |
Total liabilities | 4,344,388 | 5,097,419 |
Commitments and contingent liabilities | ||
Shareholder’s equity | ||
Common shares - $0.012 par value; 1,600,000,000 shares authorized; 61,719,443 and 60,788,816 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 741 | 730 |
Additional paid in capital | 3,166,012 | 3,136,426 |
Accumulated deficit | (2,259,694) | (2,239,443) |
Accumulated other comprehensive loss | (23,746) | (38,076) |
Total shareholder's equity | 883,313 | 859,637 |
Total liabilities and shareholder’s equity | $ 5,227,701 | $ 5,957,056 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Position (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 5,240 | $ 10,558 |
Financing Receivable, Allowance for Credit Loss, Current | $ 5,197 | $ 5,398 |
Common Stock, Par or Stated Value Per Share | $ 0.012 | $ 0.012 |
Common Stock, Shares Authorized | 1,600,000,000 | 1,600,000,000 |
Common Stock, Shares, Issued | 61,719,443 | 60,788,816 |
Common Stock, Shares, Outstanding | 61,719,443 | 60,788,816 |
Consolidated Statements of Shar
Consolidated Statements of Shareholder's Equity - USD ($) $ in Thousands | Total | Common Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income/Loss [Member] | Shareholders' equity in the Company [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2020 | $ 1,933,003 | $ 1,252 | $ 2,188,706 | $ (265,834) | $ (2,419) | $ 1,921,705 | $ 11,298 |
Net loss / (income) | (110,328) | (110,954) | (110,954) | 626 | |||
Gain/loss on foreign currency translation, net of tax of $0 | (1,406) | (1,406) | (1,406) | ||||
Contributions from non-controlling interest holders (see Note 22) | 26,000 | 26,000 | |||||
Contribution from Topco (see Note 2) | 1,648 | 1,648 | 1,648 | ||||
Capital injection in Legacy Paysafe (See Note 22) | 10,694 | 2 | 10,692 | 10,694 | |||
Shared based compensation | 90,007 | 90,007 | 90,007 | ||||
Share issuance, net of transaction expenses (See Note 2) | 1,848,278 | 200 | 1,848,078 | 1,848,278 | |||
Capital reorganization (See Note 2) | (2,448,800) | (921) | (2,447,879) | (2,448,800) | |||
Merger recapitalization (See Note 2) | 1,358,672 | 190 | 1,258,401 | 1,258,591 | 100,081 | ||
Shares issued upon warrants exercised | 1 | 1 | 1 | ||||
Ending balance at Dec. 31, 2021 | 2,707,769 | 723 | 2,949,654 | (376,788) | (3,825) | 2,569,764 | 138,005 |
Net loss / (income) | (1,862,284) | (1,862,655) | (1,862,655) | 371 | |||
Gain/loss on foreign currency translation, net of tax of $0 | (34,251) | (34,251) | (34,251) | ||||
Contributions from non-controlling interest holders (see Note 22) | 38,295 | 38,295 | (38,295) | ||||
Shared based compensation | 48,400 | 48,400 | 48,400 | ||||
Restricted stock units issued | 5 | (5) | |||||
Shares issued upon warrants exercised | 3 | 1 | 2 | 3 | |||
Reverse stock split (Note 1) | 1 | (1) | |||||
LLC Units Surrendered (Note 2) | 100,081 | 100,081 | (100,081) | ||||
Ending balance at Dec. 31, 2022 | 859,637 | 730 | 3,136,426 | (2,239,443) | (38,076) | 859,637 | $ 0 |
Net loss / (income) | (20,251) | (20,251) | (20,251) | ||||
Gain/loss on foreign currency translation, net of tax of $0 | 14,330 | 14,330 | 14,330 | ||||
Contribution from Topco (see Note 2) | 3,707 | 3,707 | 3,707 | ||||
Shared based compensation | 19,609 | 19,609 | 19,609 | ||||
Restricted stock units issued | 11 | (11) | |||||
Conversion of liability classified award to equity | 6,276 | 6,276 | 6,276 | ||||
Shares issued upon warrants exercised | 5 | 5 | 5 | ||||
Ending balance at Dec. 31, 2023 | $ 883,313 | $ 741 | $ 3,166,012 | $ (2,259,694) | $ (23,746) | $ 883,313 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholder's Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |||
Loss on foreign currency translation, net of tax | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net Loss | $ (20,251) | $ (1,862,284) | $ (110,328) |
Adjustments for non-cash items: | |||
Depreciation and amortization | 264,145 | 266,819 | 261,372 |
Unrealized foreign exchange loss / (gain) | 411 | (44,157) | 4,383 |
Deferred tax expense / (benefit) | 19,692 | (82,876) | (96,993) |
Interest expense , net | (2,642) | 24,394 | 74,282 |
Share based compensation | 28,873 | 62,354 | 101,770 |
Other income, net | (20,515) | (45,489) | (232,539) |
Impairment expense on goodwill and intangible assets | 1,254 | 1,887,223 | 324,145 |
Allowance for credit losses and other | 21,186 | 35,541 | 15,102 |
Loss on disposal of subsidiaries and other assets, net | 386 | 1,359 | 0 |
Non-cash lease expense | 8,937 | 7,034 | 9,523 |
Movements in working capital: | |||
Accounts receivable, net | (18,813) | (34,224) | (42,592) |
Prepaid expenses, other current assets, and related party receivables | 6,953 | (13,085) | 3,456 |
Accounts payable, other liabilities, and related party payables | (32,974) | 17,400 | (25,733) |
Income tax (receivable) / payable | (22,620) | 17,192 | (24,386) |
Net cash flows provided by operating activities | 234,022 | 237,201 | 261,462 |
Cash flows from investing activities | |||
Purchase of property, plant & equipment | (12,849) | (4,543) | (5,616) |
Purchase of merchant portfolios | (30,735) | (56,438) | (63,906) |
Other intangible asset expenditures | (89,319) | (89,065) | (78,227) |
Acquisition of businesses, net of cash acquired | 0 | (424,722) | (263,520) |
Net cash outflow on disposal of subsidiaries | 0 | (826) | 0 |
Receipts under derivative financial instruments | 10,208 | 0 | 0 |
Cash inflow from merchant reserves | 12,200 | 0 | 0 |
Cash outflow for merchant reserves | (24,400) | 0 | 0 |
Other investing activities, net | (342) | 0 | 0 |
Net cash flows used in investing activities | (135,237) | (575,594) | (411,269) |
Cash flows from financing activities | |||
Cash settled equity awards | (484) | (990) | 0 |
Repurchases of shares withheld for taxes | (8,467) | (6,937) | 0 |
Proceeds from exercise of warrants | 5 | 3 | 0 |
Net cash inflow from reorganization and recapitalization | 0 | 0 | 1,167,874 |
Payment of equity issuance costs | 0 | 0 | (151,722) |
Settlement funds - merchants and customers, net | (588,151) | 686,877 | (36,994) |
Repurchases of borrowings | (167,424) | (45,511) | 0 |
Proceeds from loans and borrowings | 125,597 | 120,669 | 2,962,112 |
Repayment of loans and borrowings | (121,724) | (148,919) | (3,433,206) |
Cash outflow on foreign exchange forward contract | 0 | 0 | (6,504) |
Payment of debt issuance costs | 0 | (6,781) | (7,077) |
Proceeds under line of credit | 900,000 | 796,600 | 600,000 |
Repayments under line of credit | (900,000) | (771,600) | (600,000) |
Receipts / (payments) under derivative financial instruments | 0 | 137 | (48,457) |
Contingent consideration received | 300 | 2,621 | 7,942 |
Contingent and deferred consideration paid | (10,680) | (19,834) | (7,681) |
Net cash provided by financing activities | (771,028) | (606,335) | 446,287 |
Effect of foreign exchange rate changes | 43,317 | (112,465) | (88,614) |
(Decrease) / increase in cash and cash equivalents, including customer accounts and other restricted cash, net during the year | (628,926) | 155,477 | 207,866 |
Cash and cash equivalents, including customer accounts and other restricted cash, net at beginning of the year | 2,127,195 | 1,971,718 | 1,763,852 |
Cash and cash equivalents, including customer accounts and other restricted cash, net at end of the year | 1,498,269 | 2,127,195 | 1,971,718 |
Supplemental cash flow disclosures: | |||
Cash paid for interest | 153,790 | 102,230 | 91,545 |
Cash paid/(received) for Income taxes, net | 43,768 | (13,182) | 36,269 |
Cash and cash equivalents | 202,322 | 260,219 | 313,439 |
Customer accounts and other restricted cash, net | 1,295,947 | 1,866,976 | 1,658,279 |
Total cash and cash equivalents, including customer accounts and other restricted cash, net | $ 1,498,269 | $ 2,127,195 | $ 1,971,718 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 1. Basis of presentation and summary of significant accounting policies Description of the Business and Basis of Presentation In these Consolidated Financial Statements and related notes, Paysafe Limited and its consolidated subsidiaries are referred to collectively as “Paysafe,” “we,” “us,” and “the Company” unless the context requires otherwise. Paysafe is a leading global provider of end-to-end payment solutions. Our core purpose is to enable businesses and consumers to connect and transact seamlessly through our payment platforms. Paysafe Limited was originally incorporated as an exempted limited company under the laws of Bermuda on November 23, 2020 for purposes of acquiring Foley Trasimene Acquisition Corp. II (“FTAC”). FTAC was originally incorporated in the State of Delaware on July 15, 2020 as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar transaction with one or more businesses. FTAC completed its Initial Public Offering (“IPO”) in August 2020. On December 7, 2020, Paysafe Limited, FTAC, Merger Sub Inc., (a Delaware corporation and direct, wholly owned subsidiary of Paysafe Limited, herein referred to as “Merger Sub”), Paysafe Bermuda Holding LLC (a Bermuda exempted limited liability company and direct, wholly owned subsidiary of Paysafe Limited, herein referred to as “LLC”), Pi Jersey Holdco 1.5 Limited (a private limited company incorporated under the laws of Jersey, Channel Islands on November 17, 2017, herein referred to as “Legacy Paysafe” or “Accounting Predecessor”), and Paysafe Group Holdings Limited (a private limited company incorporated under the laws of England and Wales, herein referred to as “PGHL”), entered into a definitive agreement and plan of merger which was consummated on March 30, 2021. This is further discussed in Note 2 under Reorganization and Recapitalization (the “Transaction”). In connection with the Transaction, the Company’s common shares and warrants were listed on the New York Stock Exchange under the symbols PSFE and PSFE.WS, respectively. Prior to the Transaction, Legacy Paysafe was a direct, wholly owned subsidiary of Paysafe Group Holdings Limited and was primarily owned by funds advised by affiliates of CVC Capital Partners (such funds collectively, “CVC”) and The Blackstone Group Inc. (“Blackstone”). This ownership was through the ultimate parent entity, Pi Jersey Topco Limited (“Topco” or the “Ultimate Parent”), who directly wholly owns PGHL. As a result of the Transaction, Legacy Paysafe is a wholly owned subsidiary of the Company. Subsequent to the Transaction, Topco, CVC and Blackstone retain ownership in the Company. The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). R everse Stock Split ("RSS") On December 12, 2022, we effected a 1-for-12 reverse stock split of our issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each issued and outstanding share of our common stock, and the per share exercise price of and number of shares of our common stock underlying our outstanding equity awards, were automatically proportionally adjusted based on the 1-for-12 Reverse Stock Split ratio. No fractional shares of common stock were issued in connection with the reverse stock split, and all such fractional interests were rounded up to the nearest whole number. Except as otherwise provided herein, all share and per-share amounts of our common stock, equity awards, warrants and other outstanding equity rights have been adjusted to give effect to the Reverse Stock Split for all periods presented. The Reverse Stock Split amended the par value of our common stock to $ 0.012 per share, but did not modify any voting rights or other terms of our common stock. Principles of consolidation The accompanying consolidated financial statements for the year ended December 31, 2023, 2022 and 2021 include the accounts of the Company, and its subsidiaries 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. Reclassifications Certain prior period amounts have been reclassified in order to conform with the current period presentation. These reclassifications have no impact on the Company’s previously reported consolidated net loss. Changes in presentation During the fourth quarter of 2023, the Company elected to change its presentation of the cash flows associated with "Settlement receivables, net" and "Funds payable and amounts due to customers" from operating activities, to present them as financing activities within its Consolidated Statements of Cash Flows. Comparative amounts have been recast to conform to current period presentation. These recasts had no impact on the Consolidated Statements of Comprehensive Loss, Consolidated Statements of Financial Position or Consolidated Statements of Shareholders' Equity. The following tables present the effects of the changes in presentation within the Statements of Cash Flows: For the Year Ended December 31, 2022 As Previously Reported Adjustment As Adjusted Consolidated Statement of Cash Flows Cash flows from operating activities Settlement receivables, net ( 11,978 ) 11,978 - Funds payable and amounts due to customers 698,855 ( 698,855 ) - Net cash provided by operating activities 924,078 ( 686,877 ) 237,201 Cash flows from financing activities Settlement funds - merchants and customers, net - 686,877 686,877 Net cash provided by financing activities ( 80,542 ) 686,877 606,335 For the Year Ended December 31, 2021 As Previously Reported Adjustment As Adjusted Consolidated Statement of Cash Flows Cash flows from operating activities Settlement receivables, net 58,896 ( 58,896 ) - Funds payable and amounts due to customers ( 95,890 ) 95,890 - Net cash provided by operating activities 224,468 36,994 261,462 Cash flows from financing activities Settlement funds - merchants and customers, net - ( 36,994 ) ( 36,994 ) Net cash provided by financing activities 483,281 ( 36,994 ) 446,287 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. The Company’s significant estimates relate to allocation of the purchase price paid for acquired businesses, valuation of goodwill and intangible assets, credit losses, income taxes, and litigation provision. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Variable Interest Entities A variable interest entity (“VIE”) is an entity in which the equity investors as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company will be considered to have a controlling financial interest and will consolidate a VIE if it has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Prior to January 1, 2022, the Company had a variable interest in Skrill USA, a company that provides digital wallet services to U.S. customers. Under the terms of a 2015 agreement for the sale and purchase of the original family of Skrill-related entities, Skrill USA was fully separated from Paysafe ownership as a result of U.S. regulatory considerations. Skrill Ltd, an entity of Paysafe, has a market support arrangement which supports the business and operations of Skrill USA for the purpose of expanding the Skrill brand and business in the U.S. market. In addition, Skrill Ltd and Optimal Payment Services Inc., both Paysafe entities, have an outsourcing arrangement with Skrill USA for a license to offer money transfer and related services in the U.S. market. Through these arrangements, the Company assumes all or a portion of the risk and cost of the operations of Skrill USA representing a variable interest. These arrangements also provide the Company with economic interest in Skrill USA, as well as implied power in making significant decisions through its partnerships with certain products, overall strategic advice, operating support, and use of Company technology. As a result, Skrill USA was determined to be a VIE and the Company deemed the primary beneficiary. The assets, liabilities, and results of operations of Skrill USA are consolidated in the Company's consolidated financial statements. However, as the Company had no direct equity ownership in Skrill USA, 100 % of the equity (net assets) and results of operations were presented as a non-controlling interest in the Company’s consolidated financial statements prior to January 1, 2022. N on-controlling interests include the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. During the first quarter of 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 has been accounted for as a wholly owned subsidiary and no longer represents 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 Consolidated Statements of Shareholders' Equity. Cash and cash equivalents Cash and cash equivalents consist of cash on deposit and high quality, short-term money market instruments with an original maturity of three months or less. Cash equivalents are based on quoted market prices, a Level 1 fair value measure. Customer accounts and other restricted cash, net As part of the settlement cycle, the Company receives customer funds either in exchange for electronic money (“e-money”) issued or within the transaction settlement cycle to merchants. The Company operates and holds this type of customer fund in both regulated and non-regulated entities. For regulated entities, the Company is required to comply with certain safeguarding requirements of customer funds. Depending on the underlying regulations, the Company may satisfy these safeguarding requirements either by placing cash or cash equivalents in a segregated bank account, by ensuring the funds are with an authorized insurer or by obtaining guarantees from an authorized credit institution. The cash and cash equivalents held in a segregated bank account to meet these safeguarding requirements are included in “customer accounts and other restricted cash, net” and represent a majority of the balance. For non-regulated entities, all customer funds held in a segregated bank account are included within “customer accounts and other restricted cash, net.” Customer accounts and other restricted cash, net include cash and cash equivalents with a maturity of three months or less. The Company holds these cash and cash equivalents in its own segregated bank accounts and has the ability to direct the use of funds, even if safeguarded. As of December 31, 2021, $ 387,456 of cash held in escrow related to the draw down of the USD Incremental Term Loan is presented within "Customer accounts and other restricted cash, net." This cash was restricted from use until the completion of the SafetyPay acquisition which completed in the first quarter of 2022 (See Note 14). This has been presented as a financing inflow in the Consolidated Statements of Cash Flows for the year ended December 31, 2021. Settlement receivables, net Settlement receivables, net include balances arising from timing differences in the Company's settlement process between the cash settlement of a transaction and the recognition of the associated liability (for example, liabilities to customers and merchants). These balances mainly arise in the Digital Wallets segment. When customers fund their digital wallet account using their bank account or a credit card or debit card, there is a clearing period before the cash is received or settled, usually within 5 business days. Settlement receivables, net also includes receivables from distribution partners within Digital Wallets. These receivables represent amounts collected by the distribution partners in exchange for the issuance of a prepaid payment voucher, prior to settlement with the Company. The Company had settlement receivables, net from the following parties: As of December 31, 2023 2022 Third party payment processors $ 86,515 $ 75,573 Distribution partners 84,709 72,201 Total $ 171,224 $ 147,774 Settlement receivables are initially measured at fair values and subsequently measured at their amortized cost less allowance for credit losses. Refer to Allowance for credit losses below for the measurement of the allowance for credit losses. The cash flows associated with "Settlement receivables, net" and "Funds payable and amounts due to customers" (collectively, "Settlement funds - merchants and customers, net") are presented on a net basis within financing activities within the Consolidated Statements of Cash Flows. Accounts receivable Accounts receivable includes receivables mainly from Merchant Solutions merchants that represent processing revenues earned but not yet collected. Accounts receivable are classified as current assets if receipts are due within one year or less. If not, they are presented as non-current assets. Accounts receivable, net are initially measured at fair value and subsequently measured at their amortized cost less allowance for expected credit losses. Refer to Allowance for credit losses below for the measurement of the allowance for credit losses . Allowance for credit losses The Company has exposure to credit losses for financial assets including customer accounts and other restricted cash, settlement receivables, accounts receivable, and financial guarantee contracts to the extent that a chargeback claim is made against the Company directly or to the Company’s merchants on card purchases. We utilize a combination of aging and probability of default methods to develop an estimate of credit losses, depending on the nature and risk profile of the underlying asset pool. A broad range of information is considered in the estimation process, including historical loss information adjusted for current conditions and expectations of future trends. The estimation process also includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing and probability of default, loss given default, exposure at default, merchant risk profiles, and relevant macro-economic factors. Financial assets are presented net of the allowance for credit losses in the Consolidated Statements of Financial Position. The allowance for credit losses related to financial guarantees and merchant overdrafts are recorded as a liability and included within “Accounts payable and other liabilities” within the Consolidated Statements of Financial Position. The measurement of the allowance for credit losses is recognized through current expected credit loss expense. Current expected credit loss expense is included as a component of “Selling, general and administrative” in the Consolidated Statements of Comprehensive Loss. Write-offs are recorded in the period in which the asset is deemed to be uncollectible. Recoveries from freestanding credit enhancements, such as certain insurance contracts are not included in the estimate of expected credit losses. An insurance recovery asset is recognized in "Prepaid expenses and other current assets" in the Consolidated Statements of Financial Position at the time an incurred loss and the recovery of the receivable is probable. Recoveries are recognized within "Selling, general & administrative" within the Consolidated Statements of Comprehensive Loss. Credit risk characteristics and concentration Customer accounts and other restricted cash are deposited with different banking partners with a variety of credit ratings and credit exposure are regularly monitored and managed by the Company’s Safeguarding and Treasury Committee ("STC"). Management considers the risk of loss from these financial instruments to be low. Settlement receivables primarily relate to receivables from third party payment institutions arising in both the Company's Merchant Solutions and Digital Wallets businesses, as well as receivables from distribution partners arising in the Company's Digital Wallets business. These receivables are closely monitored on a regular basis and are not considered to give rise to material credit risk. The Digital Wallets business utilizes insurance and credit limits with its distribution partners to limit its overall gross exposure. Credit quality of a customer and distributor is assessed based on their industry, geographical location and financial background, with credit risk managed based on this assessment (i.e. trading limits, shortened payment period and/or requiring collateral usually in the form of bank guarantees, insurance or cash deposits or holdbacks which can legally be claimed by the Company to cover unpaid receivables). Accounts Receivable balances are regularly monitored to flag any unusual activities such as chargebacks. Having a significant number of consumers and merchants which are geographically widespread and the merchants active in various industries, the exposure to concentration risk is also mitigated. The global credit risk framework allows the Company to forecast under normal business conditions the probability of the occurrence of credit events before they occur. Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and controls relating to customer credit risk management. The Company issues financial guarantee contracts to its sponsor banks mainly within its Merchant Solutions business for which the Company is exposed to losses from potential chargeback claims. A significant portion of the Company’s exposure to credit risk arises from the threat of chargeback claims against Paysafe directly or Paysafe merchants on card purchases. Chargebacks result in credit exposure to Paysafe when either the merchant or other partners become bankrupt or are otherwise unable to meet their financial obligation. The Company manages the exposure to credit risk by employing various online identification verification techniques, enacted transaction limits, reserves or guarantees held and a number of credit risk management and monitoring tools such as an internally developed credit risk calculator, early warning system and daily credit agency and other third party alerts where potential signs of financial stress on merchants and partners are flagged. Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and any impairment loss. Depreciation is recognized over the estimated useful lives of the corresponding assets, using the straight-line method, on the following basis: Computer and communication equipment 2 - 5 years Furniture and other equipment 3 - 5 years Other assets are depreciated over their estimated useful lives, using the straight-line method, on the following basis: Leasehold improvements Over the lesser of the lease term or 10 years Depreciation expense is recorded in the Consolidated Statements of Comprehensive Loss in “Depreciation and amortization” or "Selling, general and administrative" depending on the nature of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the Consolidated Statements of Comprehensive Loss. Leases The Company determines whether an arrangement is a lease at inception. The Company has operating leases for offices, data centers, and corporate apartments. Leases have remaining lease terms of less than one year to ten years , some of which have the option to extend the lease term for an additional five years. Certain leases also include the option to terminate the lease within one year. We recognize lease extension and termination options that we are reasonably certain to exercise when determining the lease term used to establish our right-of-use assets and lease liabilities. As of December 31, 2023, the Company is not aware of any unrecognized leases. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. For short term leases, the Company recognizes lease payments on a straight-line basis in the Consolidated Statements of Comprehensive Loss in the period in which the obligation is incurred. During the year ended December 31, 2023, short term lease expense was not significant. For the Company's data center leases, where the consideration for lease and non-lease components is not separated, we apply the practical expedient to combine the lease and non-lease components. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise, fixed lease payments (including in-substance fixed payments) less any lease incentives received and receivable, and variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date. During the years ended December 31, 2023 , 2022 and 2021 the amount of variable lease expense incurred was no t significant. The right-of-use asset is initially measured at the amount equal to the lease liability, adjusted for any lease payments made at or before lease commencement, lease incentives and any initial direct costs. Subsequently, the right-of-use asset is subject to amortization which is recognized on a straight-line basis over the lease term in the Consolidated Statements of Comprehensive Loss in “Selling, general and administrative.” The lease liabilities are presented as separate lines in the Consolidated Statements of Financial Position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The interest on the lease liability is recognized in the Consolidated Statements of Comprehensive Loss in “Selling, general and administrative.” The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: • The lease term has changed, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. • A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. • When a lease term has changed or been modified, variable lease payments that depend on an index or a rate shall be remeasured using the index or rate as of the date the remeasurement is required. Finite-lived intangible assets Acquired computer software is stated at cost less accumulated amortization and accumulated impairment losses. Other intangible assets, including customer relationships and brands that are acquired by the Company and have finite useful lives, are recognized at fair value at the acquisition date and amortized using the straight-line method over the estimated useful life of the intangible asset. Amortization expense is recorded in the Consolidated Statements of Comprehensive Loss in “Depreciation and amortization.” In addition to customer relationships that are derived from the acquisition of a business, customer relationships also include acquisitions of merchant portfolios. An intangible asset is recorded for the acquisition of the merchant portfolio when: 1) the merchant portfolio acquired is identifiable and has a contract in place that provides the rights and obligations related to the merchant relationship, 2) the legal rights to future revenues from the acquired merchant portfolios can be obtained, and 3) future economic benefits will be generated from the merchant portfolio. Customer relationships relating to acquisitions of merchant portfolios are initially measured at their acquisition date fair values and subsequently measured at carrying amount less accumulated amortization and accumulated impairment losses. On occasion, the cost of a merchant portfolio will include both an initial (“up-front”) and a contingent element of the consideration. The Company assesses the fair value of the contingent consideration at each reporting period and any adjustments are recognized as an adjustment to the cost of the asset. In estimating the useful lives of customer relationships, the Company considers the expected use of the asset; legal, regulatory and contractual provisions; historical attrition rates of the customer relationships, as well as the Company’s historical experience in renewing or extending similar customer relationships; and economic factors. Management reassesses the estimated useful lives of our intangible assets on an annual basis. See Note 6 for further information. Intangible assets are amortized using the straight-line method over the expected life of the intangible asset on the following basis: Brands 3 - 14 years Computer Software 3 - 10 years Customer Relationships 2 - 15 years Software development costs The Company develops software that is used in providing services to customers. Costs incurred during the preliminary project stage are expensed as incurred. Capitalization of costs begins when both of the following occur: 1) the preliminary project stage is completed, and 2) management, with the relevant authority, authorizes and commits to funding the project and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalization of costs ceases when the software is substantially complete and ready for its intended use. Capitalized costs include payroll and payroll-related costs, including external consulting fees. Capitalized costs incurred to develop software for internal use are capitalized to "Intangible assets, net" and amortized on a straight-line basis over an estimated useful life of three to ten years and are recorded as “Depreciation and amortization” on the Consolidated Statements of Comprehensive Loss. Costs related to maintenance of internal use software are expensed as incurred. Expenses for research and development activities (except for certain computer software and web site development costs) are expensed as incurred unless the expenditure relates to an item with an alternative future use. Research and development expense for the year ended December 31, 2023 , 2022 and 2021 were $ 7,278 , $ 7,377 , and $ 8,574 . Cloud computing arrangements For cloud computing arrangements that are a service contract, the Company capitalizes certain implementation costs that are directly related to the configuration of the cloud computing software for internal use, which includes certain employee costs and third-party costs. Capitalized implementation costs are expensed on a straight-line basis over the term of the associated hosting arrangement, which is the non-cancellable period of the arrangement and periods covered by renewal options that the Company is reasonably certain to exercise. Capitalized amounts related to such arrangements are recorded within "Prepaid expenses and other current assets" and within "Other assets - non-current" in the Consolidated Statements of Financial Position and amortized to "Selling, general and administrative" expenses in the Consolidated Statements of Comprehensive Loss. Impairment of finite-lived intangible and long-lived assets The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of long-lived assets and finite-lived intangible assets may not be recoverable. When factors indicate that these assets should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying amount of the asset group will be recovered through the future undiscounted cash flows expected from use of the asset group and its eventual disposition. If the carrying amount of the asset group is determined not to be recoverable, a write-down to fair value is recorded as “Impairment expense on goodwill and intangible assets” within the Consolidated Statements of Comprehensive Loss. Fair values are determined based on a discounted cash flow analysis. The Company also regularly evaluates whether events and circumstances have occurred that indicate the useful lives of long-lived assets and finite-lived intangible assets may warrant revision. See Note 6 for further information regarding the Company’s impairment review of finite-lived intangible assets. Goodwill Goodwill is required to be allocated to reporting units which are either (1) an operating segment or (2) components of an operating segment that are one level below and for which discrete financial information is prepared and regularly reviewed by segment management. The Company considers its reporting units to be at the operating segment level for Digital Wallets and one level below for Merchant Solutions. Goodwill is tested for impairment at a minimum on an annual basis on October 1; and more frequently when there is an indicator of impairment. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The fair value of the reporting unit is based on the weighting of an income approach and market approach. See Note 5 for further information. Business combinations The Company performs a two-step analysis to determine whether a transaction will be considered as the acquisition of a business or the acquisition of an asset. First, an initial screening test is performed, which determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identified assets. If this initial test is not met, an acquired asset cannot be considered a business unless it includes an input and a substantive process that together significantly contribute to the ability to create output. Asset acquisition is accounted for using a cost accumulation model. The acquired assets including related transaction costs are recorded at cost when cash consideration is used. If the consideration is non-cash, then the recor |
Reorganization and Recapitaliza
Reorganization and Recapitalization (the "Transaction") | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Reorganization and Recapitalization (the "Transaction") | 2. Reorganization and Recapitalization (the "Transaction") On December 7, 2020, Paysafe Limited, FTAC, Merger Sub, Paysafe Bermuda Holding LLC, Legacy Paysafe and PGHL entered into a definitive agreement and plan of merger to effectuate the Transaction which was completed on March 30, 2021. In order to effectuate the Transaction, PGHL created a newly formed wholly owned entity, Paysafe Limited, which acquired all of the shares of the Accounting Predecessor on March 30, 2021. Immediately following the acquisition of the Accounting Predecessor’s shares, Paysafe Limited merged with FTAC, which was effectuated through a merger between Merger Sub and FTAC. Merger Sub is a newly formed wholly owned subsidiary of Paysafe Limited. FTAC survived the merger. The Accounting Predecessor and FTAC are indirect wholly owned subsidiaries of Paysafe Limited following the Transaction. Prior to the Transaction, Paysafe Limited had no material operations, assets or liabilities. The acquisition of the Accounting Predecessor was accounted for as a capital reorganization whereby Paysafe Limited was the successor to Pi Jersey 1.5 Holdco Limited. The capital reorganization was immediately followed by the merger with FTAC. As FTAC was not recognized as a business under GAAP given it consisted primarily of cash held in a trust account, the merger was treated as a recapitalization. Under this method of accounting, the ongoing financial statements of Paysafe Limited reflect the net assets of the Accounting Predecessor and FTAC at historical cost, with no additional goodwill recognized. The Accounting Predecessor was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: (i) the Accounting Predecessor’s shareholder group has the largest portion of relative voting rights in Paysafe Limited; (ii) the Accounting Predecessor was significantly larger than FTAC by total assets and total cash and cash equivalents; (iii) the senior management team of the Accounting Predecessor are continuing to serve in such positions with substantially similar responsibilities and duties at Paysafe Limited following consummation of the Transaction; and (iv) the purpose and intent of the Transaction was to create an operating public company, with management continuing to use the Paysafe platform to grow the business. In connection with the Transaction, Paysafe Limited, PGHL and FTAC entered into subscription agreements with certain investors (the “PIPE Investors”). Simultaneously with the consummation of the Transaction, Paysafe Limited issued to the PIPE Investors 200,000,000 shares of common stock at a price of $ 10.00 per share for aggregate gross proceeds of $ 2,000,000 . The Company incurred direct and incremental costs of approximately $ 151,722 related to the Transaction, consisting primarily of advisory, banking, printing, legal, and accounting fees, which were recorded to “Additional paid-in capital” as a reduction of these share issuance proceeds (collectively “Share issuances, net of proceeds”). Paysafe Limited acquired from PGHL all of the Accounting Predecessor’s shares in exchange for cash consideration of $ 2,448,799 and share consideration of 333,419,924 common shares (“Capital reorganization”). The FTAC merger was completed by: (i) Paysafe Bermuda Holdings LLC issuing 20,893,780 LLC membership equity interests (“LLC Units”) in exchange for the FTAC Founder’s FTAC Class C shares outstanding immediately prior to the Transaction; (ii) Paysafe Limited issuing 190,292,458 common shares in exchange for the FTAC’s shareholders shares outstanding immediately prior to the Transaction; and (iii) Paysafe Limited assuming the FTAC’s warrants outstanding immediately prior to the Transaction, consisting of 48,901,025 public warrants (the “Public Warrants”) and 5,000,000 private warrants (the “Private Warrants”), which were modified to entitle the holder to acquire, on the same terms, Company common shares instead of FTAC common stock (the “Warrants”) (collectively, “Merger recapitalization”). The cash flows related to these activities have been classified as “Net cash inflow from reorganization and recapitalization” within the Consolidated Statements of Cash Flows, consisting of cash outflows related to the cash consideration for the Pi Jersey acquisition of $ 2,448,799 , offset by the $ 1,616,673 in net proceeds from the merger with FTAC and $ 2,000,000 in proceeds from the share issuance. Non-controlling interest The LLC units contained an exchange right which entitled the FTAC Founder to exchange its LLC Units for, at the option of the LLC, cash or shares of Paysafe Limited (the “Exchange right”). The Exchange Right could not be exercised until 12 months after the Transaction. Thereafter, it could 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. At the time of the Transaction, the LLC Units were accounted for as permanent equity and presented as non-controlling interest, as they were held by the FTAC Founder and entitled 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. During the fourth quarter of 2022, the Company was notified that 100 % of the LLC Units were surrendered by the FTAC Founder and were subsequently cancelled. There was no consideration provided to the FTAC Founder by the Company in lieu of surrendering or cancelling the LLC Units. As a result, as of December 31, 2022, the non-controlling interest was eliminated and recorded as a capital contribution from a related party in an equivalent amount. There was no impact to the Statement of Comprehensive Income as a result of the cancellation as there was no benefit or consideration provided in exchange for cancelling the LLC units. Warrants The Warrants represent the right to purchase one share of the Company’s common shares at a price of $ 138.00 per share. The Warrants became exercisable on August 21, 2021 and will expire on the fifth anniversary of the Transaction, or upon an earlier redemption. Refer to Note 1 for initial recognition, subsequent measurement and impact of the RSS on the Warrants. As of December 31, 2023 , all 53,900,329 warrants were considered Public Warrants and no warrants were held by a related party. Share-based compensation Certain employee equity-based awards issued by the Accounting Predecessor included performance conditions that vested upon a qualifying Exit Event (defined as an IPO whereby Blackstone and CVC retain less than 50 % of the B ordinary shares they held immediately prior to the IPO through one or multiple transactions, winding-up or completion of a sale), which was not deemed probable in prior periods. These awards vested in connection with the completion of the Transaction, resulting in the full recognition of share-based compensation for the year ended December 31, 2021, which is included in “Selling, general and administrative” on the Consolidated Statements of Comprehensive Loss. In addition, these awards were modified in conjunction with the Transaction. Their settlement terms changed such that instead of Topco’s A ordinary shares and B ordinary shares, the awardees received Paysafe Limited common shares as well as Topco’s shares. The modification resulted in a change in the classification of the modified awards, with the Topco shares being accounted for as a liability-classified share-based payment award under ASC 718 as they will be settled in cash. The corresponding liability was measured at fair value at the modification date (i.e. the Transaction date), and subsequently it will be remeasured at fair value at each reporting date, with changes in its value reported as share-based compensation expense. The awards settled in Paysafe Limited common shares continue to be accounted for as equity-based awards. For the year ended December 31, 2021, the Company recognized $ 101,770 of share-based compensation, of which $ 71,630 related to these awards that vested upon completion of the Transaction and $ 6,550 related to their modification and subsequent remeasurement. The majority of the remaining share-based compensation relates to restricted stock units granted under the 2021 Plan (see Note 16). In connection with the modification described above for the year ended December 31, 2021, an initial share-based compensation liability of $ 13,124 was recognized with $ 5,123 reclassified from “Additional paid in capital” and the remainder expensed in the current period. As of December 31, 2023 and 2022, the share-based compensation liability was $ 5,809 and $ 9,237 , respectively. The change during the year ended December 31, 2023 was due to redemptions of $ 3,707 , offset by fair value adjustments and foreign exchange. The liability is classified as a current or non-current liability within the Consolidated Statements of Financial Position based on the expected timing of the redemption of shares. Refer to Note 16 for further information on all share-based compensation liabilities. Repayment of debt In connection with the Transaction, certain third-party debt was settled in cash in the first quarter in 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 Consolidated Statements of Comprehensive Loss. Refer to Note 9 for further information on all debt transactions. |
Net Loss per Share Attributable
Net Loss per Share Attributable to the Company | 12 Months Ended |
Dec. 31, 2023 | |
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 reflects the outstanding common shares of Paysafe Ltd from the closing date of the Transaction. The historical outstanding shares have been recast to give effect to the Reverse Stock Split (See Note 1). The Company uses the treasury stock method of calculating diluted net loss per share attributable to the Company. For the years ended December 31, 2023, 2022 and 2021, we excluded all potentially dilutive restricted stock units, stock options, warrants and LLC units in calculating diluted net loss per share attributable to the Company as the effect was antidilutive. The following table sets forth the computation of the Company’s basic and diluted net loss per ordinary share attributable to the Company. Year ended December 31, 2023 2022 2021 Numerator Net loss attributable to the Company - basic $ ( 20,251 ) $ ( 1,862,655 ) $ ( 110,954 ) Net loss attributable to the Company - diluted $ ( 20,251 ) $ ( 1,862,655 ) $ ( 110,954 ) Denominator Weighted average shares – basic 61,434,238 60,519,640 60,309,384 Weighted average shares – diluted 61,434,238 60,519,640 60,309,384 Net loss per share attributable to the Company Basic $ ( 0.33 ) $ ( 30.78 ) $ ( 1.84 ) Diluted $ ( 0.33 ) $ ( 30.78 ) $ ( 1.84 ) |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Taxation | 4. Taxation In accordance with ASC Topic 740, Income Taxes , (“ASC 740”) income taxes are recognized for the amount of taxes payable for the current year and for the impact of deferred tax liabilities and assets, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. Deferred tax assets and liabilities are established using the enacted statutory tax rates and are adjusted for any changes in such rates in the period of change. Income tax benefit The components of income / (loss) before taxes for the years ended December 31, 2023, 2022 and 2021 consisted of the following: For the Year Ended December 31, 2023 2022 2021 United Kingdom $ 24,130 $ ( 620,591 ) $ ( 447,808 ) United States ( 80,969 ) ( 993,786 ) ( 73,789 ) Foreign Other 77,428 ( 300,409 ) 326,159 Income / (loss) from operations before taxes $ 20,589 $ ( 1,914,786 ) $ ( 195,438 ) Income tax expense / (benefit) comprises current and deferred tax. Current tax and deferred tax are recognized in the Consolidated Statements of Comprehensive Loss except to the extent that they relate to a business combination or items recognized directly in equity or in other comprehensive income. The income tax expense / (benefit) consists of the following: For the Year Ended December 31, 2023 2022 2021 Current: United Kingdom $ ( 3,447 ) $ 4,638 $ ( 4,364 ) United States 2,247 3,004 ( 25,926 ) Foreign Other 22,348 22,732 42,173 Total 21,148 30,374 11,883 Deferred: United Kingdom 15,764 ( 25,416 ) ( 90,345 ) United States 11,395 ( 52,225 ) 4,468 Foreign Other ( 7,467 ) ( 5,235 ) ( 11,116 ) Total 19,692 ( 82,876 ) ( 96,993 ) Income tax expense / (benefit) $ 40,840 $ ( 52,502 ) $ ( 85,110 ) The effective tax rate for the years ended December 31, 2023, 2022 and 2021 was 198.4 % , 2.7 % , and 43.5 %, respectively. The reconciliation of the statutory income tax rate to the Company’s effective income tax rate is as follows: For the Year Ended December 31, 2023 2022 2021 United Kingdom corporate tax rate 23.5 % 19.0 % 19.0 % Changes in respect of prior periods 41.6 % 0.4 % 8.2 % Rate change 4.5 % 0.3 % 1.8 % Expenses not deductible for tax purposes 9.5 % ( 0.2 )% ( 9.4 )% Tax effect of short fall on share-based compensation 22.3 % ( 0.2 )% — Impairment losses not deductible for tax purposes — ( 15.8 )% — Gains and losses not subject to income tax ( 1.5 )% 0.2 % 0.6 % Withholding tax on unremitted earnings 8.7 % ( 0.1 )% — Foreign tax on capital gains — ( 0.4 )% — Movement in deferred tax not recognized 131.9 % ( 1.8 )% 1.4 % Movement in tax losses not recognized ( 7.0 )% 0.1 % — Foreign income taxed at different rates ( 31.8 )% 1.2 % 21.3 % Other ( 3.3 )% — 0.6 % Effective tax rate 198.4 % 2.7 % 43.5 % Uncertain tax positions Accounting for taxes involves some estimation because the tax law is uncertain, and the application requires a degree of judgment, which authorities may dispute. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. The Company establishes reserves for uncertain tax positions where appropriate, based on amounts expected to be paid to the tax authorities. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for uncertain tax positions is as follows: For the Year Ended December 31, 2023 2022 2021 Beginning unrecognized tax benefits $ 16,769 $ 16,744 $ 18,784 Increases related to prior year tax positions - - 4,451 Decreases related to prior year tax positions ( 1,302 ) ( 66 ) ( 3,912 ) Increases related to current year tax provisions 464 562 589 Decreases related to current year tax positions - - ( 1,013 ) Decreases related to settlement with tax authorities ( 7,896 ) ( 471 ) ( 2,155 ) Closing unrecognized tax benefits $ 8,035 $ 16,769 $ 16,744 The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate for the years ended December 31, 2023, 2022 and 2021 is $ 8,035 , $ 16,769 , and $ 16,744 , respectively, which is recorded within “Accounts payable and other liabilities” within the Consolidated Statements of Financial Position (See Note 11). This is the amount held in respect of uncertain tax positions across all jurisdictions for all periods where the statutes of limitation have not closed. The Company classifies interest and penalties on income taxes as a component of the provision for income taxes. The total amount of interest and penalties accrued as of December 31, 2023 was $ 2,630 and $ 134 , respectively, as of December 31, 2022 were $ 1,620 and $ 164 , respectively, and as of December 31, 2021 were $ 1,276 and $ 166 , respectively. There are no events anticipated within the next 12 months that would significantly increase or decrease the total amount of unrecognized tax benefits. We conduct business globally and file income tax returns in the United Kingdom, United States and other foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities around the world. The Company is no longer subject to income tax examinations by tax authorities in the United Kingdom, United States and other foreign jurisdictions for tax years before 2015. Recognition of deferred tax assets and liabilities Deferred tax assets and liabilities reflect the effect of the differences between the financial reporting and income tax bases of assets and liabilities based on tax rates (and laws) enacted by the balance sheet date and which are expected to apply when the related deferred tax asset is realized, or the deferred tax liability is settled. The realization of deferred tax assets is dependent on generating sufficient taxable income in future periods in which the tax benefits are deductible or creditable. We review the realization of deferred tax assets at each reporting date by estimating future taxable income of the relevant group entities. A valuation allowance is provided in respect of those assets where we do not expect to realize a benefit. All available evidence is considered in determining the amount of the required valuation allowance using a “more likely than not” threshold. Our assessment considers both positive and negative evidence and the extent to which that evidence can be objectively verified. Such evidence includes: (i) net earnings or losses in recent years; (ii) the likelihood of future, sustainable net earnings; (iii) the carry forward periods of tax losses and the impact of relevant reversing temporary differences; and (iv) any available tax planning strategies. There are certain foreign subsidiaries for which deferred taxes have not been recognized on outside basis difference on the basis that they are indefinitely reinvested or distributable earnings may be repatriated tax-free. As of December 31, 2023 , 2022 and 2021, the amount of such taxable temporary differences totaled $ 725,029 , $ 680,616 and $ 811,957 , respectively, and the amount of any unrecognized deferred income tax liability on this temporary difference is $ 3,706 , $ 2,720 and $ 2,441 , respectively. Deferred taxes have been recognized for certain foreign subsidiaries where the permanently reinvested assertion has not been applied. As of December 31, 2023 , 2022 and 2021, the amount of such taxable temporary difference totaled $ 55,059 , $ 27,792 and $ 0 , respectively, and the amount of deferred tax liability recognized on this temporary difference is $ 2,812 , $ 1,390 and $ 0 , respectively. For our domestic subsidiaries in the United Kingdom, the Company has no intention of remitting earnings and/or no withholding tax would be imposed and therefore no deferred tax has been provided. The principal components of deferred tax were as follows: For the Year Ended December 31, 2023 2022 Deferred tax assets: Property and equipment $ 9,688 $ 3,607 Intangible assets 83,800 127,556 Carry forward tax losses 136,303 146,358 Excess interest carry forward 104,999 101,547 Accrued and unpaid expenses 20,725 14,010 Financial instruments 7,844 10,465 Other 10,325 14,605 Total deferred tax assets 373,684 418,148 Valuation allowance ( 113,491 ) ( 92,019 ) Net deferred tax assets 260,193 326,129 Deferred tax liabilities: Property and equipment ( 6,661 ) ( 5,445 ) Intangible assets ( 277,537 ) ( 319,167 ) Other ( 10,427 ) ( 15,770 ) Total deferred tax liabilities ( 294,625 ) ( 340,382 ) Net deferred tax liabilities $ ( 34,432 ) $ ( 14,253 ) Accounting for income taxes under U.S. GAAP requires that individual tax-paying entities offset all deferred tax assets and liabilities within each particular tax jurisdiction and present them net as non-current in the Consolidated Statements of Financial Position. As of December 31, 2023 , $ 182,920 of the $ 260,193 deferred tax assets arose in the same taxable entities or consolidated tax groups as deferred tax liabilities where there is a legally enforceable right to offset current tax assets against current tax liabilities. As of December 31, 2022 , $ 221,591 of the $ 326,129 deferred tax assets arose in the same taxable entities or consolidated tax groups as deferred tax liabilities where there is a legally enforceable right to offset current tax assets against current tax liabilities. Therefore, the net differences of $ 77,273 and $ 104,538 are reflected as “Deferred tax assets” within the Consolidated Statements of Financial Position as of December 31, 2023 and 2022, respectively. As of December 31, 2023, the gross deferred tax liability of $ 294,625 is presented on the Consolidated Statements of Financial Position on a net basis with $ 182,920 of deferred tax assets, reflected as a deferred tax liability of $ 111,705 . As of December 31, 2022, the gross deferred tax liability of $ 340,382 is presented on the Consolidated Statements of Financial Position on a net basis with $ 221,591 of deferred tax assets, reflected as a deferred tax liability of $ 118,791 . As of December 31, 2023 , 2022 and 2021, the Company has net operating loss carry forwards of $ 529,742 , $ 554,695 , and $ 508,434 , respectively. As of December 31, 2023 , $ 172,698 of those carry forwards will expire between December 31, 2023 and December 31, 2050 if not utilized. The remaining balance of $ 357,044 are indefinite loss carry forwards with no expiry date. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. For the years ended December 31, 2023 and 2022, the valuation allowance for the Company was $ 113,491 and $ 92,019 , respectively. The current movement primarily relates to the increase of the valuation allowance on excess interest expenses carried forward in the US. The increase in the valuation allowance during the year ended December 31, 2023 was $ 21,472 and the increase in the valuation allowance during the year ended December 31, 2022 was $ 40,043 . |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill [Abstract] | |
Goodwill | 5. Goodwill Changes in the carrying amount of goodwill are as follows: Merchant Solutions (3) Digital Wallets (4) Total December 31, 2021 $ 1,796,591 $ 1,853,446 $ 3,650,037 Additions (1) — 284,239 284,239 Purchase price adjustments (2) — ( 11,938 ) ( 11,938 ) Foreign exchange — ( 41,019 ) ( 41,019 ) Impairment ( 1,159,145 ) ( 723,042 ) ( 1,882,187 ) December 31, 2022 $ 637,446 $ 1,361,686 $ 1,999,132 Foreign exchange — 24,270 24,270 December 31, 2023 $ 637,446 $ 1,385,956 $ 2,023,402 (1) Additions to goodwill within the Digital Wallet segment related to SafetyPay (See Note 14). (2) Purchase price adjustments mainly related to deferred tax asset on SafetyPay net operating losses . (3) Accumulated impairment loss was $ 1,159,145 as of December 31, 2023 and 2022 and $ 0 as of December 31, 2021 within the Merchant Solutions segment. (4) Accumulated impairment loss was $ 723,042 as of December 31, 2023 and 2022 and $ 0 as of December 31, 2021 within the Digital Wallets segment. 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 in the current year, we concluded that an impairment indicator of goodwill was present in both the Merchant Solutions and Digital Wallets segments as of June 30, 2023. In addition, as a result of the current market environment and regulatory restrictions in the Digital Wallets segment, an impairment indicator was identified in the Digital Wallets segment as of December 31, 2023. Impairment indicators related to a sustained decline in stock price was identified in the prior year in both segments as of March 31, 2022 and June 30, 2022. We performed a goodwill impairment test as of the respective reporting periods, including the annual impairment test date, using a weighting of both market and income approaches. The market approach was based on guideline comparable companies and the key assumptions included selected Earnings Before Interest Tax Depreciation and Amortization ("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 or the fair value of our debt may cause a future impairment of goodwill at the reporting unit level. Based on the analysis' performed, no goodwill impairment expense was recognized during the year ended December 31, 2023. Goodwill impairment expense for the years ended December 31, 2023, 2022 and 2021 was $ 0 , $ 1,159,145 and $ 0 , respectively, in the Merchant Solutions segment and $ 0 , $ 723,042 and $ 0 , respectively, in the Digital Wallets segment. Th ere 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 | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible assets As of December 31, 2023 and 2022, the Company’s intangible assets consisted of the following: As of December 31, 2023 2022 Brands $ 168,508 $ 165,283 Software development costs 880,764 787,492 Customer relationships 1,541,507 1,505,839 Computer software 39,311 38,857 Gross carrying value 2,630,090 2,497,471 Brands 101,197 83,317 Software development costs 578,383 472,791 Customer relationships 756,463 624,756 Computer software 30,112 25,149 Accumulated amortization 1,466,155 1,206,013 Intangible assets, net $ 1,163,935 $ 1,291,458 During the years ended December 31, 2023 and 2022 we recorded intangible assets of $ 31,393 and $ 64,606 , respectively, related to the acquisition of merchant portfolios which were accounted for as asset acquisitions, inclusive of contingent consideration payable. During the year ended December 31, 2023 and 2022 , we recorded intangible assets of $ 0 and $ 223,300 , related to business combinations. A majority of the remaining capital expenditures relate to software development costs. We had unpaid capital expenditure purchases of approximately $ 384 , $ 852 and $ 4,123 at December 31, 2023, 2022, and 2021 respectively which was included in "Accounts payable and other liabilities" within the Consolidated Statements of Financial Position. Capital expenditures are recorded as cash outflows from investing activities in the Company's Consolidated Statements of Cash Flows in the period they are paid. Intangible assets acquired by the Company during the year ended December 31, 2023 and 2022 had the following expected weighted-average useful lives: 2023 2022 Brands n/a 5 years Software development costs 3 years 3 years Customer relationships 5 years 10 years Computer software 3 years 3 years Total weighted-average useful life 3.4 years 6.9 years Amortization expense on intangible assets for the years ended December 31, 2023 , 2022 and 2021 was $ 256,367 , $ 260,328 , and $ 252,202 , respectively. We perform an annual reassessment of estimated useful lives of intangible assets. There were no material revisions to useful lives of intangible assets during the years ended December 31, 2023, 2022 and 2021. The estimated amortization expense of intangible assets for the next five years is as follows: 2024 257,964 2025 252,595 2026 198,254 2027 124,576 2028 58,500 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. For the year ended December 31, 2023, due to the goodwill impairment indicator described above (Note 5), we concluded that an impairment indicator for certain asset groups was present within the Digital Wallets segment. An impairment analysis was performed for the impacted asset groups as of each reporting period which was based on an undiscounted cash flow model. As a result of the analysis, the assets were concluded to be recoverable at the asset group level. The impairment expense of $ 1,254 recognized for the year ended December 31, 2023 relates to specifically identified software development costs which had no future economic benefit. These impairments were predominantly in the Digital Wallets segment. For the year ended December 31, 2022, due to the goodwill impairment recognized (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 each reporting period which was based on an undiscounted cash flow model. As a result of the analysis, the assets were concluded to be recoverable at the asset group level. The impairment expense of $ 5,036 recognized for the year ended December 31, 2022, related to specifically identified software development costs which had no future economic benefit. This impairment was predominantly in the Merchant Solutions segment. For the year ended December 31, 2021, due to reduced forecasted cash flows within the Digital Wallets segment, we concluded that an impairment indicator for certain intangible assets was present within this segment. Digital Wallets experienced decreased revenues associated with certain legacy merchant relationships and also reduced their forecasted cash flows associated with these merchants due to changes in expected merchant mix resulting from new strategic initiatives within the segment. As a result, an impairment analysis on Digital Wallets intangible assets was performed during the year ended December 31, 2021 and based on an undiscounted cash flow model, it was determined that certain of these assets were not recoverable. In calculating the impairment loss, management determined the fair value of these individual assets based on a discounted cash flow model for merchant relationships and relief from royalty method for certain brands using Level 3 inputs. Failure to achieve the expected cash flows due to higher than estimated attrition, obsolescence or other factors may cause a future impairment of intangible assets. Management’s key assumptions in determining the fair value include expected cash flows, discount rate and royalty rate. Th e Company recognized an impairment loss of $ 324,145 for the year ended December 31, 2021, the majority of which relates to the impairment described above. The impairment loss is recognized in the Consolidated Statements of Comprehensive Loss under “Impairment expense on goodwill and intangible assets” and is primarily related to the Digital Wallets segment. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 7. Property, plant and equipment A summary of the Company’s property, plant and equipment is as follows: As of December 31, Estimated Useful Lives 2023 2022 Computer and communication equipment 2 - 5 $ 20,024 $ 23,502 Furniture and other equipment 3 - 5 17,125 12,555 Leasehold improvements 1 - 10 7,286 4,322 Accumulated depreciation ( 27,222 ) ( 28,432 ) Property, plant and equipment, net $ 17,213 $ 11,947 Depreciation expense related to property, plant and equipment for the year ended December 31, 2023 , 2022 and 2021 was $ 7,778 , $ 6,491 and $ 9,170 , respectively, of which $ 712 has been recorded as part of selling, general and administrative expenses for the year ended December 31, 2023. |
Allowance for credit losses
Allowance for credit losses | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
Allowance for credit losses | Allowance for credit losses The Company has exposure to credit losses for financial assets including customer accounts and other restricted cash, settlement receivables, accounts receivable, and financial guarantee contracts to the extent that a chargeback claim is made against the Company directly or to the Company’s merchants on card purchases. The following table summarizes the expected credit allowance activity for customer accounts and other restricted cash; settlement receivables, net; accounts receivable, net; and financial guarantee contracts and other, for the years ended December 31, 2023 and 2022, and 2021: Customer accounts and other restricted cash Accounts receivable, net Settlement receivables, net (2) Financial guarantee contracts and other Total allowance for credit losses Balance at December 31, 2021 $ 673 $ 8,642 $ 4,049 $ 6,927 $ 20,291 Credit loss provision ( 641 ) 25,222 7,213 5,350 37,144 Write-offs — ( 22,929 ) ( 5,691 ) ( 126 ) ( 28,746 ) Other (1) ( 32 ) ( 377 ) ( 173 ) ( 85 ) ( 667 ) Balance at December 31, 2022 $ - $ 10,558 $ 5,398 $ 12,066 $ 28,022 Credit loss provision — 16,840 4,945 ( 693 ) 21,092 Write-offs — ( 21,966 ) ( 5,009 ) ( 67 ) ( 27,042 ) Other (1) — ( 192 ) ( 137 ) 344 15 Balance at December 31, 2023 $ - $ 5,240 $ 5,197 $ 11,650 $ 22,087 (1) Other mainly relates to the impact of foreign exchange. (2) During the year ended December 31, 2023 and 2022, amounts from freestanding credit enhancements related to Settlement receivables, net represented recoveries of $ 94 and expenses of $ 1,603 which are recorded in "Selling, general and administrative" in the Consolidated Statements of Comprehensive Loss. These amounts are not recognized against expected credit losses (See Note 1). Decrease in credit loss expense in 2023 compared to 2022 was mainly due to increased collection efforts w ithin the Merchant Solutions segment. Write-offs are presented net of recoveries and were comparable in each reporting period |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Current Debt Facilities On June 28, 2021, Paysafe refinanced its former debt facilities by entering into the following debt facilities: • $ 305,000 senior secured revolving credit facility (the “Revolving Credit Facility”). • $ 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 entered into on September 28, 2021 as described below); • € 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 entered into on September 28, 2021 as described below); and • $ 400,000 aggregate principal amount of USD secured notes and € 435,000 aggregate principal amount of EUR secured notes (“Secured Notes”). 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”) were entered into on September 28, 2021 in connection with the SafetyPay and viaFintech acquisitions, respectively. As of December 31, 2021, the USD Incremental Term Loan and EUR Incremental Term Loan were fully drawn. As the SafetyPay acquisition had not been completed as of December 31, 2021, the cash drawn was held in escrow and was presented within "Customer accounts and other restricted cash" in the Consolidated Statements of Financial Position. Debt issuance costs of $ 16,765 were recorded in connection with this transaction which is reported as a deduction from the debt, presented under “Non-current debt” in the Consolidated Statements of Financial Position, and amortized using the effective interest rate method. The Company used the proceeds from the Term Loan Facility and the Secured Notes as well as $ 35,000 drawn down under the Revolving Credit Facility to fully repay the former debt facilities. Debt issuance costs of $ 24,474 were recorded in connection with the Refinancing, for which a majority are reported as a deduction from the debt, presented under “Non-current debt” in the Consolidated Statements of Financial Position, and amortized using the effective interest rate method. As of December 31, 2023 and 2022, $ 35,640 and $ 21,408 , respectively, was drawn down on the Revolving Credit Facility. Former Debt Facilities As of December 31, 2020, the Company's debt facilities consisted of a first lien term loan, a second lien term loan and a first lien revolving credit facility ("First Lien Revolving Credit Facility"). The first lien term loan consisted of a $ 1,540,000 USD Facility (“USD First Lien Term Loan) and € 1,043,716 EUR Facility (“EUR First Lien Term Loan”). The second lien term loan consisted of $ 250,000 USD Facility (“USD Second Lien Term Loan”) and a € 212,459 EUR Facility (“EUR Second Lien Term Loan”). The First Lien Revolving Credit Facility had an available balance of $ 225,000 in multiple currencies. As of December 31, 2020, the Company had no unpaid drawdowns. In connection with the Transaction as described in Note 2, the Company repaid $ 416,700 , including quarterly principal payments, and € 204,500 under the USD First Lien Term Loan and EUR First Lien Term Loan, respectively, and fully repaid the second lien term loan facility which consisted of a $ 250,000 USD Facility (“USD Second Lien Term Loan”) and a € 212,459 EUR Facility (“EUR Second Lien Term Loan”). Both debt repayments occurred contemporaneously with the closing of the Transaction. As a result, the Company expensed capitalized debt fees of $ 21,724 , which are included in “Interest expense, net” on the Consolidated Statements of Comprehensive Loss. On June 28, 2021, the Company fully repaid the outstanding balances under the USD First Lien Term Loan, the EUR First Lien Term Loan and the First Lien Revolving Credit Facility, which was accounted for as a debt extinguishment. The repayment occurred contemporaneously with the Refinancing, as described above. The Company recorded a loss on extinguishment of debt, including the expense of capitalized debt fees, of $ 40,538 , which is included in “Interest expense, net” on the Consolidated Statements of Comprehensive Loss. Line of Credit The Company’s Line of Credit is $ 75,000 and the maturity date is June 2025. The Line of Credit is restricted for use in funding settlements in the Merchant Solutions business and is secured against known transactions. As of both December 31, 2023 and 2022, the Company had outstanding balances of $ 75,000 . The key terms of these facilities were as follows: Facility Currency Interest rate (1) Effective Interest Rate (2) Facility maturity date Principal outstanding at December 31, 2023 Principal outstanding at December 31, 2023 Term Loan Facility (USD) (3) USD USD SOFR + 0.11% (4) + 2.75% (0.5% floor) 7.4 % Jun-28 885,942 $ 885,942 Term Loan Facility (EUR) (5) EUR EURIBOR + 3.00% (0% floor) 5.6 % Jun-28 645,748 712,666 Secured Loan Notes (EUR) EUR 3.00% 3.2 % Jun-29 421,362 465,028 Secured Loan Notes (USD) USD 4.00% 4.2 % Jun-29 345,581 345,581 Revolving Credit Facility (USD) USD BASE + 0.10% (4) + 2.25% (0% floor) 7.7 % Dec-27 23,500 23,500 Revolving Credit Facility (EUR) EUR BASE + 2.25% (0% floor) 6.1 % Dec-27 11,000 12,140 Line of Credit USD Term SOFR (6) + 2.70% 8.1 % Jun-25 75,000 75,000 Total Principal Outstanding $ 2,519,857 (1) For facilities which utilize the EURIBOR and SOFR rates, a rate floor of 0 % and 0.5 % applies, respectively. (2) The effective interest rate is as of December 31, 2023. (3) Represents Term Loan Facility (USD) and USD Incremental Term Loan as defined under the current facilities. (4) Represents a credit spread adjustment to reflect the historical difference between LIBOR and SOFR. (5) Represent Term Loan Facility (EUR) and EUR Incremental Term Loan as defined under the current facilities. (6) The Term Secured Overnight Financing Rate ("Term SOFR") is the forward-looking term rate based on the SOFR. The Term SOFR is administered by the CME Group Benchmark Association Limited. As of December 31, 2023 2022 Principal outstanding $ 2,519,857 $ 2,658,023 Unamortized debt issuance cost ( 18,024 ) ( 14,564 ) Total 2,501,833 2,643,459 Short-term debt 10,190 10,190 Long-term debt $ 2,491,643 $ 2,633,269 For the years ended December 31, 2023 , 2022 and 2021, interest expense, including amortization of deferred debt issuance cost, was $ 151,148 , $ 126,628 , and $ 165,827 . Maturity requirements on non-current debt as of December 31, 2023 by year are as follows: Years ending December 31, 2024 $ 10,190 2025 85,190 2026 10,190 2027 45,830 2028 1,557,848 2029 and thereafter 810,609 Total $ 2,519,857 During the year ended December 31, 2023 , the Company made mandatory principal payments of $ 10,190 under its Term Loan Facility. In addition, the Company repurchased $ 24,837 of Secured Notes and $ 153,345 of Term Loans during the year ended December 31, 2023 . This resulted in a gain on repurchase of $ 10,758 recognized within "Other income, net" within the Consolidated Statements of Comprehensive Loss for the year ended December 31, 2023. During the year ended December 31, 2022, the Company made principal payments of $ 19,624 under its Term Loan Facility, inclusive of voluntary prepayments of $ 9,434 . In addition, the Company repurchased $ 43,200 of Secured Notes and $ 13,845 of Term Loans during the year ended December 31, 2022. This resulted in a gain on repurchase of $ 11,534 recognized within "Other income, net" within the Consolidated Statements of Comprehensive Loss for the year ended December 31, 2022. As of December 31, 2023, we have committed to future repurchases of $ 12,446 , which have a face value of $ 12,776 . On April 13, 2023, the Company entered into a debt amendment agreement to replace LIBOR with SOFR, following the Financial Conduct Authority's ("FCA") decision to phase out the use of LIBOR by June 30, 2023. The USD Term Loan Facility and USD Revolving Credit Facility previously bore interest at LIBOR plus margin. This contract modification qualifies for the relief provided in ASU 2021-01. The Company applied the optional expedient in the standard, accounting for the amendment as if the modification was not substantial and thus a continuation of the existing contract, with the change in rate accounted for prospectively. Compliance with Covenants The Company’s new facilities as described above contain affirmative, restrictive and incurrence-based covenants, including, among others, financial covenants based on the Company’s leverage and 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 new facilities, of the Company and the restricted subsidiaries for the relevant period. The financial covenants under the former debt facilities required the Company to test its First Lien Net Leverage Ratio if the principal amount of the Revolving Facility Loans outstanding at the reporting date exceeded 40 % of the total Revolving Credit Facility Commitment. If the Revolving Credit Facility utilization was greater than 40 % at the reporting date, there was an additional requirement that the First Lien Net Leverage Ratio was not permitted to exceed 9.0 to 1.0 . The First Lien Net Leverage Ratio is the ratio of (a) consolidated senior secured net debt of the Company and restricted subsidiaries as of the last day of such relevant period to (b) consolidated EBITDA, as defined in the former debt facilities, of the Company and the restricted subsidiaries for the relevant period. The Company was in compliance with its financial covenants at December 31, 2023 and 2022. Letters of Credit As of December 31, 2023 and 2022, the Company had issued letters of credit of approximately $ 135,413 and $ 121,960 , respectively, for use in the ordinary course of business. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 10. Derivative instruments The Company’s derivative instruments have consisted of interest rate swaps or interest rate cap agreements (collectively “interest rate contracts”). The interest rate swaps mitigate the exposure to the variable-rate debt by effectively converting the floating-rate payments to fixed-rate payments. The interest rate cap agreements cap a portion of the Company’s variable-rate debt if interest rates rise above the strike rate on the contract. The interest rate contracts are measured at fair value using a discounted cash flow methodology and not designated as hedges for accounting purposes; as such, any fair value changes were recorded in “Other income, net” in the Consolidated Statements of Comprehensive Loss. As of December 31, 2023 and 2022, the Company’s interest rate swap had a notional amount of $ 305,727 and $ 367,490 , respectively and fair value of $ 10,427 and $ 17,321 , respectively, which was recorded as a “ Derivative financial asset ” in the Consolidated Statements of Financial Position. The interest rate swap matures on March 31, 2026. The derivative financial instrument arrangement was entered into to manage its interest rate risk related to its current credit facilities, comprised of its Term Loan Facility and Secured Notes. On July 1, 2023, the reference rate index for the Company’s derivative financial instrument converted from LIBOR to the term SOFR reference rate administered by CME Group Benchmark Administration Limited (“SOFR”). For the year ended December 31, 2023, 2022, and 2021, the Company recognized a gain / (loss) on derivatives of $ 3,314 , $ 17,458 and $ 1,611 , respectively, of which ($ 6,894 ), $ 17,321 , and $ 8,585 , respectively, is associated with the derivative instrument remeasured to fair value at the end of the reporting period. The fair value remeasurement is netted by $ 10,208 , $ 137 and ($ 6,974 ) of monthly cash receipts / (payments) on the interest rate contracts (See Note 17 and 20). In connection with the Refinancing on June 28, 2021, the Company's former debt facilities were repaid (see Note 9). As a result, all interest rate swaps and interest rate caps were cancelled as of December 31, 2021, reducing the derivative liability to zero and resulting in market value settlement cash payments of $ 41,483 . |
Accounts Payable and Other Liab
Accounts Payable and Other Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Liabilities | 11. Accounts payable and other liabilities Accounts payable and other liabilities is comprised of the following balances: As of December 31, 2023 2022 Accounts payable $ 49,670 $ 45,974 Other payables (1) 21,008 24,544 Accrued liabilities (2) 67,751 91,691 Payroll liabilities 35,646 33,186 Provisions and contingent liabilities (3) 28,624 46,134 Total $ 202,699 $ 241,529 (1) Other payables mainly consist of sales tax and value added tax payable and other miscellaneous payables. (2) Accrued liabilities mainly consist of the provision for customer payments, a majority of which was paid during the year ended December 31, 2023 (See Note 19) and general accrued expenses and external interest payable. (3) Provisions and contingent liabilities mainly consist of uncertain tax positions (See Note 4), allowance for credit losses related to financial guarantees and merchant overdrafts (See Note 8), and provisions recognized for certain litigation claims (See Note 19). |
Contingent and Deferred Conside
Contingent and Deferred Consideration Payable | 12 Months Ended |
Dec. 31, 2023 | |
Contingent And Deferred Consideration Payable [Abstract] | |
Contingent and Deferred Consideration Payable | 12. Contingent and deferred consideration payable Contingent and deferred consideration mainly relates to merchant buyouts and business combinations that are payable in cash subject to the future financial performance of the acquired portfolios and acquired businesses. Contingent and deferred consideration payable is comprised of the following balances: Total Balance at December 31, 2021 $ 30,815 Payments made during the year ( 19,834 ) Additions in the year 8,168 Fair value loss 9,075 Foreign exchange ( 1,078 ) Balance at December 31, 2022 $ 27,146 Payments made during the year ( 10,680 ) Additions in the year 958 Fair value loss 948 Foreign exchange 334 Balance at December 31, 2023 $ 18,706 Current portion of contingent and deferred consideration payable $ 11,828 Non-current portion of contingent and deferred consideration payable $ 6,878 During the year ended December 31, 2023, the Company recognized estimated contingent consideration payable of $ 958 , a majority of which related to the acquisition of merchant portfolios. The Company paid $ 10,680 of the contingent consideration payable related to prior period business combinations and merchant portfolios acquired in prior years. During the year ended December 31, 2022, t he Company completed the acquisition of merchant portfolios, recognizing an estimated contingent and deferred consideration payable of $ 8,168 , none of which was related to business combinations. The Company paid $ 19,834 of the contingent consideration payable in respect to prior period business combinations and merchant portfolios acquired in prior years. The Company recorded a $ 9,075 loss on contingent consideration payable, mainly related to a previous acquisition in which the terms of the agreement were modified during the year. The contingent and deferred consideration of $ 18,706 is classified as a liability on the Consolidated Statements of Financial Position, of which $ 6,878 is non-current. The estimated amount of contingent consideration related to business combinations represents the maximum amount of possible payouts. |
Contingent Consideration Receiv
Contingent Consideration Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Contingent Consideration Receivable [Abstract] | |
Contingent Consideration Receivable | 13. Contingent consideration receivable In connection with the Transaction in 2021, a contingent consideration receivable associated with the disposal of Paysafe Merchant Services Limited ("PMSL"), a previous subsidiary of Paysafe Group Limited, was transferred to PGHL as partial settlement of the shareholder term loan agreement with PGHL (see Note 22). The remaining contingent consideration receivable balance at December 31, 2021 was $ 2,842 , and related to a contingent consideration receivable recorded upon the disposal of a subsidiary. As of December 31, 2022, all payments related to the contingent consideration receivable had been received and there has not been additional activity related to contingent consideration receivables for the year ended December 31, 2023. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combinations | 14. Business Combinations During the year ended December 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 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 during the year ended December 31, 2022. No purchase price adjustments were recorded during the year ended December 31, 2023. 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 businesses and the Company, the value of the employee workforce, new customer acquisitions and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill is not deductible for income tax purposes. Purchase price adjustments of $ 9,608 wer e recorded during the year ended December 31, 2022 (Note 5). The aggregate revenues and net loss of the acquired business, including interest, during 2022 of $ 31,408 and $ 21,325 respectively, are included in the Consolidated Statements of Comprehensive Loss from the date of acquisition. The unaudited pro forma consolidated revenues and net loss for the Company for the year ended December 31, 2022 and 2021 were as follows, 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. Year Ended December 31, 2022 2021 Revenue $ 1,498,772 $ 1,518,021 Net loss (1) ( 1,855,983 ) ( 139,750 ) (1) The pro forma net loss for 2022 was adjusted to exclude the acquisition-related costs and include additional amortization and interest expense that would have been charged assuming the intangible assets and associated debt had been recorded as of January 1, 2021. The pro forma net loss for 2021 was adjusted to include the acquisition-related costs and additional amortization and interest expense that would have been charged assuming the intangible assets and debt had been recorded as of January 1, 2021. The Company incurred acquisition-related costs associated with this acquisition of approximate ly $ 13,863 , of which $ 9,319 was recorded in "Restructuring and Other Costs" on the Consolidated Statements of Comprehensive Loss for the year ended December 31, 2022. The remaining costs were incurred in the year prior to acquisition. International Card Services ("ICS"), Orbis Ventures S.A.C. (“PagoEfectivo”), and viaFintech During the year ended December 31, 2021, the Company completed the acquisition of International Card Services (“ICS”) with the goal of furthering the expansion of the Merchant Solutions segment in the United States as well as obtaining new merchants. The Company also completed the acquisitions of Orbis Ventures S.A.C. (“PagoEfectivo”), and viaFintech with the goal of furthering the expansion of alternative payment methods in the Latin America and German markets as well as creating additional revenue opportunities for the Digital Wallets segment. These acquisitions were accounted for as business combinations and the operating results have been included in the Company’s consolidated financial statements since the date of the acquisition. These acquisitions were not considered material business combinations individually. The following table summarizes the aggregate purchase price and fair value of the assets and liabilities acquired on acquisitions during the year ended December 31, 2021 as described above which are considered material business combinations in the aggregate. Cash consideration $ 285,166 Contingent and deferred consideration payable (1) 25,781 Other adjustments for working capital ( 1,656 ) Total purchase price $ 309,291 Cash and cash equivalents 21,646 Prepaid expenses and other current assets 460 Trade and other receivables (2) 3,596 Deferred tax assets 74 Property, plant and equipment 216 Intangible assets (3) 129,036 Other assets - non-current 337 Trade and other payables ( 24,101 ) Deferred tax liability ( 38,093 ) Net assets acquired $ 93,171 Goodwill (4) $ 216,120 (1) Payable in cash subject to the future financial performance of the acquisitions. Represents the maximum amount of possible payments recognized as of the acquisition date. See Note 17, Fair Value Measurements for further details on our fair value methodology with respect to the contingent and deferred consideration payable. (2) Gross contractual amounts receivable are equal to their book value where appropriate. (3) Intangible assets are primarily comprised of customer relationships, brands, and computer software. (4) Goodwill was primarily attributed to the expected synergies between the acquired businesses and the Company, the value of the employee workforce, new customer acquisitions and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill is not deductible for income tax purposes. Purchase price adjustments of $ 2,330 were recorded during the year ended December 31, 2022 (Note 5). The aggregate revenues and net earnings of the acquired businesses during 2021 of $ 24,848 and $ 5,180 respectively, are included in the Consolidated Statements of Comprehensive Loss from the date of acquisition. The unaudited pro forma consolidated revenues and net loss for the Company for the year ended December 31, 2021 and 2020 were as follows, had these acquisitions occurred on January 1, 2020. These pro forma results are presented for informational purposes only and are not indicative of future operations or results that would have been achieved had the acquisitions been completed as of January 1, 2020. Year Ended December 31, 2021 2020 Revenue $ 1,514,581 $ 1,449,217 Net loss (1) ( 117,765 ) ( 142,420 ) (1) The pro forma net loss for 2021 was adjusted to exclude the acquisition-related costs and include additional amortization and interest expense that would have been charged assuming the intangible assets and associated debt had been recorded as of January 1, 2020. The pro forma net loss for 2020 was adjusted to include the acquisition-related costs and additional amortization and interest expense that would have been charged assuming the intangible assets and debt had been recorded as of January 1, 2020. The Company incurred acquisition-related costs associated with these acquisitions of approximately $ 2,647 , which are recorded in "Restructuring and Other Costs" on the Consolidated Statements of Comprehensive Loss for the year ended December 31, 2021. Openbucks In August 2020, the Company completed the acquisition of Openbucks with the goal of accelerating the expansion of the Digital Wallets in the United States as well as benefit from certain partnerships with retailers. The total expected purchase price at the time of acquisition, including earnouts was $ 13,262 , comprised of cash consideration of $ 9,760 and an additional contingent earnout to be paid in future periods based on earnings targets. The operating results of the acquisition have been included in the Company's consolidated financial statements since the date of acquisition. This acquisition was not considered a material business combination. Duri ng the year ended December 31, 2022, certain modifications were made to the earnout terms resulting in additional contingent consideration of $ 4,288 . A s of December 31, 2022, all contingent consideration had been paid related to this acquisition. Refer to Note 12 regarding changes in continent consideration payable during the year. |
Loss on disposal of subsidiarie
Loss on disposal of subsidiaries and other assets, net | 12 Months Ended |
Dec. 31, 2023 | |
Gain (Loss) on Disposition of Stock in Subsidiary or Equity Method Investee [Abstract] | |
Loss on disposal of subsidiaries and other assets, net | 15. Loss on disposal of subsidiaries and other assets, net Pay Services India, LLC During the year ended December 31, 2022, the Company disposed of 100 % of the equity interest of Pay Services India , LLC, including $ 1,620 in cash. Consideration for the disposal was $ 1,056 payable in cash. The net cash outflow is recorded as an investing activity in the Consolidated Statements of Cash Flows. This disposal resulted in a loss of $ 1,359 for the year ended December 31, 2022 which is included in Corporate for segment reporting purposes. |
Share-based payments
Share-based payments | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based payments | 16. Share-based payments The Company operates two share-based employee compensation plans: the 2018 Pi Jersey Topco Limited Plan ("2018 Plan") for which a majority of the shares vested upon completion of the Transaction (See Note 2) and the 2021 Omnibus Incentive Plan ("2021 Plan") under which 10,580,754 shares were authorized for award as of December 31, 2023. 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 granted nor are expected to be granted in the future under the 2018 Plan. During the year ended December 31, 2022, all remaining nonvested shares under the 2018 Plan vested. Share-based compensation expense recognized during the years ended December 31, 2023 , 2022 and 2021 under both plans was $ 28,873 , $ 62,354 and $ 101,770 , respectively and is included in "Selling, general and administrative" expense in the Consolidated Statements of Comprehensive Loss. The related income tax (expense) / benefit for the years December 31, 2023 and 2022 was ($ 1,968 ) and $ 8,864 , respectively. As of December 31, 2023 the unrecognized stock-based compensation expense was $ 44,638 . 2018 Pi Jersey Topco Limited Plan (“2018 Plan”) On January 2, 2018, Pi Jersey Topco Limited adopted the 2018 Plan authorizing the issuance of equity-based awards, including A ordinary shares and B ordinary shares, to certain executive and senior managers of the Company in consideration for their employee services. A ordinary shares have been granted to certain executives and senior management only, while B ordinary shares are held by certain executives and senior managers as well as shareholders of Topco. The total number of authorized A ordinary shares under the Plan was 600,000 , and there was no t a limit to the number of B ordinary shares authorized. A consideration of $ 2.16 or $ 1.50 was payable on the grant of each A ordinary share, depending on the grant date, and consideration of $ 1.00 was payable on the grant of each B ordinary share. The awards are issued and settled by Pi Jersey Topco Limited. The employee services are rendered to the Company. As such, they are accounted for as equity settled share-based payments in the Company’s financial statements. The A ordinary shares and B ordinary shares included a service-based vesting condition and a performance-based vesting condition. Vesting was subject to continuous service until the achievement of an Exit Event (defined as an Initial Public Offering (“IPO”) whereby Blackstone and CVC retained less than 50% of the B ordinary shares they held immediately prior to the IPO through one or multiple transactions, winding-up or completion of a sale). The Plan also included a market condition through a ratchet mechanism whereby, upon the achievement of a specified return at an Exit Event or subsequent sale of ordinary shares, a number of B ordinary shares as determined by a formula would automatically be converted into deferred shares, so as to result in the A ordinary shares, which are held by executives and senior managers of the Company only, having an additional ownership percentage of the total equity. This ratchet mechanism impacts the grant date fair value of the A ordinary shares and the B ordinary shares. As vesting for a majority of the shares was contingent upon the achievement of an Exit Event, a majority of compensation expense was recognized during December 31, 2021 upon completion of the Transaction. The weighted average grant date fair value of shares granted under the 2018 Plan for the year ended December 31, 2021 was $ 350.62 . There were no shares granted under the 2018 plan during the year ended December 31, 2023 and 2022. The total grant date fair value of shares vested during the year ended December 31, 2021 w as $ 71,630 . 2021 Omnibus Incentive Plan (“2021 Plan”) Restricted stock units 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 weighted average period over which compensation is expected to be recognized related to RSUs is 1.8 years. The number of PRSUs that vest is variable depending upon the probability of achievement of certain internal performance targets and may vest between 0 % and 200 % of the target share amount. We did not record compensation expense for certain PRSUs during the year ended December 31, 2023 and 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. Certain PRSUs were granted during the year ended December 31, 2022 which are liability-classified share-based payment awards under ASC 718 as the value of the award is fixed and will be settled in a variable number of shares. At December 31, 2022, the share-based compensation expense and liability associated with these awards was $ 7,105 , which is classified as a current liability within the Consolidated Statements of Financial Position based on the expected timing of the vesting of shares. There is no remaining expense to be recognized related to these awards. These awards were settled during the year end December 31, 2023 which resulted in conversion of the full liability to additional paid in capital in the Consolidated Statements of Shareholders' Equity. This conversion of $ 6,276 represents a non-cash investing and financing activity within the Consolidated Statements of Cash Flow. The weighted average grant date fair value of shares granted under the 2021 Plan for the years ended December 31, 2023, 2022 and 2021 was $ 16.31 , $ 35.75 , and $ 99.60 , respecti vely. The total grant date fair value of shares vested during the year ended December 31, 2023 2022 and 2021 was $ 47,983 , $ 39,941 , and $ 32 , respectively. The following table summarizes restricted stock unit activity during the year ended December 31, 2023. Restricted Stock Units Weighted Nonvested as of December 31, 2022 2,859,385 $ 45.95 Granted (1) 2,076,535 $ 16.31 Vested ( 1,448,326 ) $ 32.90 Forfeited ( 702,719 ) $ 41.75 Performance adjustments (2) 75,183 n/a Nonvested as of December 31, 2023 2,860,058 $ 27.43 (1) Represents RSUs and PRSUs based on performance target achievement of 100 %. (2) Represents the adjustment to the number of PRSUs vested based on actual performance compared to target. Stock options During the year ended December 31, 2023, 2022 and 2021 there were 0 , 166,666 , and 0 stock options granted under the 2021 Plan, respectively. As of December 31, 2023, 55,554 were exercisable. The exercise price of each option is based on either one or two times the fair market value of the Company’s stock at the date of grant. The options have a contractual ten-year life and vest annually in equal increments over three years. The weighted average period over which compensation is expected to be recognized related to stock options is 1.4 years. The fair value of options is determined using a Black-Scholes model and compensation expense is recognized on a straight-line basis over the vesting period. The weighted average fair value of the options was $ 9.06 for the year end December 31, 2022. The following table shows the key assumptions used in the valuation: For the year ended December 31, 2022 Expected term 6.0 Expected volatility 32.0 % Risk free interest rate 3.0 % Dividend yield 0 % Weighted average exercise price $ 52.38 The intrinsic value is the amount by which the fair value of the underlying share exceeds the exercise price of the stock option. As of December 31, 2023, the share price of the Company was less than the exercise price for all outstanding stock options. Therefore, the intrinsic value for stock options outstanding was zero. No stock options were exercised during the years ended December 31, 2023 and 2022. Employee Share Purchase Plan Beginning April 1, 2023, employees became eligible to contribute to the Company’s Employee Share Purchase Plan (the “Purchase Plan”). The Purchase Plan is not intended to be an employee benefit plan under the Employee Retirement Income Security Act of 1974, as amended, nor qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. Under the Purchase Plan, eligible employees may designate from one percent to fifteen percent of their compensation to be withheld for the purchase of PSFE shares on the open market at the market price of the shares at the end of each six-month offering period. The offering periods begin on April 1 and October 1 of each year. The Company grants each participating employee one restricted stock unit for each four PSFE shares that are purchased on the last day of the offering period (“Match RSU Award”). The Match RSU Award cliff vests one year from the last day of the offering period, subject to the employee’s continued employment at the vesting date. The fair value of the Match RSU Award is recognized on a straight-line basis over the vesting period. The maximum number of shares of common stock authorized under this Plan for participant contributions and Match RSU Awards is 2,083,333 . Preference Shares We have authorized 233,333,333 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 | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 17. Fair Value Measurements The fair value hierarchy of financial instruments measured at fair value as of December 31, 2023 is provided below. Level 1 Level 2 Level 3 Financial assets measured at fair value: Derivative financial asset — 10,427 — $ — $ 10,427 $ — Financial liabilities measured at fair value: Contingent consideration payable $ — $ — $ 18,706 Warrant liabilities 1,423 — — Liability for share-based compensation (1) — — 5,809 $ 1,423 $ — $ 24,515 The fair value hierarchy of financial instruments measured at fair value as of December 31, 2022 is provided below. Level 1 Level 2 Level 3 Financial assets measured at fair value: Derivative financial asset $ — $ 17,321 $ — $ — $ 17,321 $ — Financial liabilities measured at fair value: Contingent consideration payable $ — $ — $ 27,146 Warrant liabilities 3,094 — — Liability for share-based compensation (1) — — 16,342 $ 3,094 $ — $ 43,488 (1) As of December 31, 2023 and 2022, the liability for share-based compensation relates to the share-based compensation awards modified in connection with the Transaction (Note 2). In addition, as of December 31, 2022, the balance also includes a liability for certain performance awards to be issued in a variable number of shares (Note 16). There were no transfers between levels during the years ended December 31, 2023, 2022 and 2021. A reconciliation of the movements in level 3 financial instruments in the year are shown in Note 2 and 16 as it relates to Liability for share-based compensation and Note 12 as it relates to Contingent consideration payable. The valuation techniques and significant unobservable inputs used in determining the fair value measurement of Level 3 financial instruments is set out in the table below. Other than this input, a reasonably possible change in one or more of the unobservable inputs listed below would not materially change the fair value of financial instruments listed below. Financial instrument Valuation technique used Significant unobservable inputs Contingent consideration payable Discounted cashflow Discount rate of 5.54 % Liability for share-based compensation Market and income approach Discount rate of 16.5 % The Company considers that the carrying value of cash and cash equivalents, customer accounts and other restricted cash, accounts receivable, settlement receivables, prepaid expenses and other current assets, accounts payable and other liabilities, and funds payable and amounts due to customers approximate fair value given the short-term nature of these items. At December 31, 2023 , the fair value of debt (a Level 2 measurement) based on market yields for similar debt facilities and observable trading data related to the Company’s debt securities approximated carrying value. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 18. Leases Components of lease expense are as follows: For the year ended December 31, 2023 2022 2021 Operating lease expense $ 8,937 $ 7,034 $ 9,523 Supplemental cash flow information related to leases was as follows: For the year ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 8,294 $ 7,769 $ 9,357 Leased assets obtained in exchange for new operating lease liabilities $ 498 $ 9,248 $ 2,314 Weighted-average remaining lease term and discount rate for our operating leases are as follows: As of December 31, 2023 2022 2021 Weighted-average remaining lease term 5.4 years 6.2 years 5.1 years Weighted-average discount rate 6.3 % 4.2 % 4.6 % As of December 31, 2023, maturities of lease liabilities on an undiscounted cash flow basis were as follows: 2024 8,446 2025 6,208 2026 4,495 2027 3,163 2028 453 2029 and beyond 6,954 Total lease payments 29,719 Less: interest ( 4,523 ) Total lease liability $ 25,196 Current portion of lease liability 8,233 Non-current portion of lease liability 16,963 |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Guarantees | 19. Commitments, Contingencies and Guarantees Litigation provision Through the normal course of the Company’s business, the Company is subject to a number of litigation proceedings both brought against and brought by the Company. The Company maintains liabilities for losses from legal actions that are recorded when they are determined to be both probable in their occurrence and can be reasonably estimated. On this basis, we have recognized a provision of $ 2,200 and $ 10,300 as of December 31, 2023 and 2022, respectively, related to certain litigation proceedings. The decrease in the provision is related to a settlement during the year ended December 31, 2023. This amount is presented within “Accounts payable and other liabilities” in the Company’s Consolidated Statements of Financial Position. On December 10, 2021, a class action complaint, Lisa Wiley v Paysafe Limited was filed, naming among others the Company, our former Chief Executive Officer, and our former Chief Financial Officer, as defendants. The complaint asserts claims, purportedly brought on behalf of a class of shareholders, under Sections 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder, and alleges that the Company and individual defendants made false and misleading statements to the market. In addition, the complaint asserts claims against the individual defendants, under Sections 20(a) of the Exchange Act, alleging that the individual defendants misled the public. On January 21, 2022, a related complaint was brought in the Southern District of New York, which named an additional defendant. In May 2022, the securities cases were consolidated. The complaints seek unspecified damages and an award of costs and expenses, including reasonable attorneys’ fees, on behalf of a purported class of purchasers of our ordinary shares between December 7, 2020, and November 10, 2021. The Company intends to vigorously defend against the foregoing complaints. At this time, the Company is unable to estimate the potential loss or range of loss, if any, associated with these lawsuits, which could be material. In November 2020, we discovered that we were the target of a potential cyber security incident that involved an outside actor attempting to exploit a potential vulnerability residing in a web application used by part of our U.S. business. As a result of our investigation, we identified evidence of suspicious activity in the web application that potentially impacted approximately 100,000 merchants and agents. As of December 31, 2023, we had identified and addressed any potentially impacted merchant or agent. Amounts to be settled in connection with this incident are not material to the financial statements. The Company vigorously defends its position on all open cases. While the Company considers a material outflow for any one individual case, unlikely, it is noted that there is uncertainty over the final timing and amount of any potential settlements. Management believes the disposition of all claims currently pending, including potential losses from claims that may exceed the liabilities recorded, and claims for loss contingencies that are considered reasonably possible to occur, will not have a material effect, either individually or in the aggregate, on the Company's consolidated financial condition, results of operations or liquidity. Financial guarantee contracts Through services offered primarily in our Merchant Solutions segment, the Company is exposed to potential losses from merchant-related liabilities, including chargebacks. A chargeback occurs when a dispute between a cardholder and a merchant, including a claim for non-delivery of the product or service by the merchant, is not resolved in favor of the merchant and the transaction is charged back to the merchant resulting in a refund of the purchase price to the cardholder. If the Company is unable to collect this chargeback amount from the merchant due to closure, bankruptcy or other reasons, the Company bears the loss for the refund paid to the cardholder. The risk of chargebacks is typically greater for those merchants that promise future delivery of goods and services rather than delivering goods or rendering services at the time of payment. The Company has recorded an allowance for credit losses on financial guarantees as of December 31, 2023 and 2022 (See Note 8). As of December 31, 2023, $ 12,200 of cash held in reserve at a partner bank for certain merchant chargebacks, fees and other liabilities is presented within "Prepaid expenses and other current assets" in the Consolidated Statements of Financial Position. This reserve is restricted in use until it is replaced with a letter of credit or the related merchant agreement is terminated. During the year ended December 31, 2023, $ 24,400 was deposited into the reserve and $ 12,200 was returned to the Company upon obtaining a letter of credit. These cash flows are presented as an investing activity within the Consolidated Statements of Cash Flows. Contingencies Following an internal review of the disclosures in our terms and conditions of foreign exchange rates in our Digital Wallets business for the period January 2018 to August 2022, and pursuant to discussions with our regulator that were initiated by us and concluded in September 2022, we agreed to provide payments to certain customers. As a result, we recorded a provision of $ 33,603 related to this matter in "Restructuring and other" within the Consolidated Statements of Comprehensive Loss for the year end ended December 31, 2022. The remaining accrual at December 31, 2023 and 2022 was $ 2,206 and $ 18,502 , respectively. Th e Company does not expect any additional liability or impact to our ongoing operating results in relation to this matter. |
Other Income, Net
Other Income, Net | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other Income, Net | 20. Other income, net A summary of the amounts recorded in Other income, net is as follows: For the year ended December 31, 2023 2022 2021 Foreign exchange (loss) / gain $ ( 7,434 ) $ 38,289 $ 7,122 Fair value (loss) / gain on contingent consideration ( 948 ) ( 9,075 ) 13,443 Fair value gain on warrant liability (1) 1,671 32,481 222,611 Gain on derivative instruments (2) 3,314 17,458 1,611 Gain on debt repurchases 10,758 11,534 — Other (3) 5,720 ( 6,909 ) ( 5,126 ) Other income, net $ 13,081 $ 83,778 $ 239,661 (1) The Company accounts for warrants as derivative liabilities. The warrants were initially recorded at fair value based on the public warrants listed trading price and are subsequently remeasured at the balance sheet date with the changes in fair value recognized in the Consolidated Statements of Comprehensive Loss. (2) Gain on derivative instruments includes the non-cash fair value gain /loss on the instruments and the cash payments and receipts on derivatives. (3) Mainly relates to finance income, offset by certain banking fees and loss due to write-off of related party receivables in the prior year. |
Operating Segments
Operating Segments | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Operating Segments | 21. Operating segments Operating segments are defined as components of an enterprise that engage in business activities and for which discrete financial information is available that is evaluated on a regular basis by the Chief Operating Decision Maker (“CODM”) to make decisions about how to allocate resources and assess performance. Our CODM is defined as our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and Chief Operating Officer (“COO”). Our operating segments, which align with our reportable segments, are: Merchant Solutions, which focuses on card not present and card present solutions for small to medium size business merchants; and Digital Wallets, which provides wallet based online payment solutions and also enables consumers to use cash to facilitate online purchases through paysafecard prepaid vouchers. These two operating segments 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 CODM evaluates performance and allocate resources based on Adjusted EBITDA of each operating segment. Adjusted EBITDA of each operating segment includes the revenues of the segment less ordinary operating expenses that are directly related to those revenues and an allocation of shared costs. Corporate overhead costs and Corporate’s allocation of shared costs are included in Corporate in the following table. Corporate overhead costs are costs consumed in the execution of corporate activities that are not directly factored into the production of any service provided by the Company’s segments. The CODM does not receive segment asset data to evaluate performance or allocate resources and therefore such information is not presented. The Company earns revenue from the sale of Merchant Solutions and Digital Wallets services. The information below summarizes revenue and Adjusted EBITDA by segment for the year ended December 31, 2023: Merchant Solutions Digital Wallets Corporate (1) Intersegment Total Total external revenue $ 864,816 $ 697,341 $ 1,562,157 Interest revenue $ 1,792 $ 37,189 $ 38,981 Intersegment revenue (2) $ 11,738 $ 139 $ ( 11,877 ) $ - Total Revenue $ 878,346 $ 734,669 $ — $ ( 11,877 ) $ 1,601,138 Adjusted EBITDA $ 222,154 $ 318,706 $ ( 82,197 ) $ - $ 458,663 The information below summarizes revenue and Adjusted EBITDA by segment for the year ended December 31, 2022: Merchant Solutions Digital Wallets Corporate (1) Intersegment Total Total external revenue $ 809,751 $ 680,587 $ — $ — $ 1,490,338 Interest revenue $ 221 $ 5,578 $ — $ — $ 5,799 Intersegment revenue (2) $ 7,381 $ - $ — $ ( 7,381 ) $ - Total Revenue $ 817,353 $ 686,165 $ — $ ( 7,381 ) $ 1,496,137 Adjusted EBITDA $ 200,304 $ 289,413 $ ( 79,766 ) $ - $ 409,951 The information below summarizes revenue and Adjusted EBITDA by segment for the year ended December 31, 2021: Merchant Solutions Digital Wallets Corporate (1) Intersegment Total Total external revenue $ 736,969 $ 748,725 $ — $ — $ 1,485,694 Interest revenue $ 19 $ 1,300 $ — $ — $ 1,319 Intersegment revenue (2) $ 8,356 $ - $ — $ ( 8,356 ) $ - Total Revenue $ 745,344 $ 750,025 $ — $ ( 8,356 ) $ 1,487,013 Adjusted EBITDA $ 186,878 $ 332,090 $ ( 75,070 ) $ - $ 443,898 (1) Corporate consists of corporate overhead and unallocated shared costs of people and other resources consumed in activities that provide a benefit across the Company. (2) Intersegment revenue and related eliminations are primarily for processing of credit card transactions and deposits between segments. A reconciliation of total segments Adjusted EBITDA to the Company’s loss from operations before taxes is as follows: Year Ended December 31, 2023 2022 2021 Segments Adjusted EBITDA $ 540,860 $ 489,717 $ 518,968 Corporate costs ( 82,197 ) ( 79,766 ) ( 75,070 ) Depreciation and amortization ( 263,433 ) ( 266,819 ) ( 261,372 ) Share-based compensation ( 28,873 ) ( 62,354 ) ( 101,770 ) Impairment expense on goodwill and intangible assets ( 1,254 ) ( 1,887,223 ) ( 324,145 ) Restructuring and other costs ( 6,061 ) ( 64,132 ) ( 25,883 ) Loss on disposal of subsidiaries and other assets, net ( 386 ) ( 1,359 ) - Other income, net 13,081 83,778 239,661 Interest expense, net ( 151,148 ) ( 126,628 ) ( 165,827 ) Income / (loss) before taxes $ 20,589 $ ( 1,914,786 ) $ ( 195,438 ) Geographic Information Revenue from external customers by major geographic region is based upon the geographic location of the customers who receive the Company's services. Interest revenue for the years ended December 31, 2023 , 2022 and 2021 was $ 38,981 , $ 5,799 and $ 1,319 , respectively. Interest revenue is not included within this table as it was not practicable to apportion its geographical source. The information below summarizes revenue by geographic area for the years ended December 31, 2023, 2022 and 2021. Year Ended December 31, 2023 2022 2021 United States of America $ 824,919 $ 774,050 $ 683,338 Germany 102,639 103,488 127,119 United Kingdom 27,450 28,896 52,263 All other countries (1) 607,149 583,904 622,974 Revenue from external customers $ 1,562,157 $ 1,490,338 $ 1,485,694 (1) No single country included in the “All other countries” category generated more than 10 % of revenues. The revenue included within this category is predominately earned in Latin America, North America and Europe. The Company has no single customer contributing 10% or more of the Company’s revenue in the period. The information below summarizes long-lived assets, net by geographic area for the years ended December 31, 2023 and 2022. Year Ended December 31, 2023 2022 United States of America $ 14,909 $ 10,774 United Kingdom 11,968 11,768 Bulgaria 5,236 8,109 Canada 4,159 5,800 Austria 952 7,354 All other countries (1) 2,109 3,651 Total long lived assets, net $ 39,333 $ 47,456 (1) No single country included in the All other countries category generated more than 10 % of total long lived assets. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 22. Related party transactions The Company has provided and purchased services to and from various affiliates of certain directors or entities under common control. The dollar amounts related to these related party activities are not significant to our consolidated financial statements. In the prior year, we entered into a lease with an affiliate of one of our directors. The balance of the right of use asset and lease liability as of December 31, 2023 was $ 2,867 and $ 3,327 , respectively. We also have a ten-year license and risk management agreement with this same affiliate to provide data license and risk management solution services. 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. Transactions with Topco The amounts owed from Topco arose from the disposal of PMSL, a previous subsidiary of Paysafe Group Limited. Before the Transaction, the contingent consideration payments from the disposal of PMSL were made by the buyer to Topco and Topco was obligated to transfer the consideration received to Legacy Paysafe (See Note 13), resulting in a receivable from Topco. In connection with the Transaction, Legacy Paysafe transferred the contingent consideration receivable to PGHL and as a result, Topco’s obligation is now with PGHL. The remaining receivable related to payments made by the buyer to Topco that have not been transferred to the Company. This receivable was GBP denominated and the movement in the balance was due to foreign currency translation. During the year ended December 31, 2022, the company waived the right to the receivable, resulting in a loss which was recognized in "Other income/expense, net." As of both December 31, 2023 and 2022, the amounts owed from Topco related to the disposal of PMSL were $ 0 . Transactions with PGHL In January 2018, Legacy Paysafe entered into a shareholder term loan agreement with PGHL for an amount of $ 317,760 , used to fund part of the acquisition price of Paysafe Group Limited. The loan carries interest at a rate equal to the US Applicable Federal Rate. The interest is capitalized to the loan annually and is payable with the principal in July 2026 or earlier at the option of the Company. During the year ended December 31, 2021, in connection with the Transaction, the Company fully settled this loan through the following transactions, (i) an amount of $ 159,302 was settled in connection with the contingent consideration receivable transfer to PGHL (See Note 13), (ii) an amount of $ 26,000 was settled in connection with additional contributions from PGHL into Skrill USA, which were funded by Legacy Paysafe. PGHL owns 100 % of Skrill USA’s share capital. As a VIE of the Company, Skrill USA’s equity and results were presented as non-controlling interest in the financial statements, and therefore this additional capital contribution was presented as “Contributions from non-controlling interest holders” in the Consolidated Statements of Shareholders' Equity and (iii) the remaining loan balance of $ 10,694 was released by PGHL as consideration for the issuance of 233,376 additional ordinary shares by Legacy Paysafe, which is presented as “Capital injection in Legacy Paysafe” in the Consolidated Statements of Shareholders' Equity. The Company had a receivable from PGHL which is interest free and repayable on demand. During the year ended December 31, 2022, the company waived the right to the receivable, resulting in a loss which was recognized in "Other income/expense, net." As of both December 31, 2023 and 2022 this receivable balance was $ 0 . The amounts outstanding at December 31, 2021 were unsecured and no guarantees were given or received. No allowances for credit losses had been made for debts in respect of the amounts owed by related parties. There was no interest expense on related party transactions for the years ended December 31, 2023, 2022 and 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 23. Subsequent events Subsequent to December 31, 2023, the Company entered into a new derivative financial instrument arrangement to further manage its interest rate risk related to its current credit facilities. The notional amount is $ 110,047 and the interest rate swap matures on December 31, 2027 . |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of the Business and Basis of Presentation | Description of the Business and Basis of Presentation In these Consolidated Financial Statements and related notes, Paysafe Limited and its consolidated subsidiaries are referred to collectively as “Paysafe,” “we,” “us,” and “the Company” unless the context requires otherwise. Paysafe is a leading global provider of end-to-end payment solutions. Our core purpose is to enable businesses and consumers to connect and transact seamlessly through our payment platforms. Paysafe Limited was originally incorporated as an exempted limited company under the laws of Bermuda on November 23, 2020 for purposes of acquiring Foley Trasimene Acquisition Corp. II (“FTAC”). FTAC was originally incorporated in the State of Delaware on July 15, 2020 as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar transaction with one or more businesses. FTAC completed its Initial Public Offering (“IPO”) in August 2020. On December 7, 2020, Paysafe Limited, FTAC, Merger Sub Inc., (a Delaware corporation and direct, wholly owned subsidiary of Paysafe Limited, herein referred to as “Merger Sub”), Paysafe Bermuda Holding LLC (a Bermuda exempted limited liability company and direct, wholly owned subsidiary of Paysafe Limited, herein referred to as “LLC”), Pi Jersey Holdco 1.5 Limited (a private limited company incorporated under the laws of Jersey, Channel Islands on November 17, 2017, herein referred to as “Legacy Paysafe” or “Accounting Predecessor”), and Paysafe Group Holdings Limited (a private limited company incorporated under the laws of England and Wales, herein referred to as “PGHL”), entered into a definitive agreement and plan of merger which was consummated on March 30, 2021. This is further discussed in Note 2 under Reorganization and Recapitalization (the “Transaction”). In connection with the Transaction, the Company’s common shares and warrants were listed on the New York Stock Exchange under the symbols PSFE and PSFE.WS, respectively. Prior to the Transaction, Legacy Paysafe was a direct, wholly owned subsidiary of Paysafe Group Holdings Limited and was primarily owned by funds advised by affiliates of CVC Capital Partners (such funds collectively, “CVC”) and The Blackstone Group Inc. (“Blackstone”). This ownership was through the ultimate parent entity, Pi Jersey Topco Limited (“Topco” or the “Ultimate Parent”), who directly wholly owns PGHL. As a result of the Transaction, Legacy Paysafe is a wholly owned subsidiary of the Company. Subsequent to the Transaction, Topco, CVC and Blackstone retain ownership in the Company. The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Reverse Stock Split ("RSS") | R everse Stock Split ("RSS") On December 12, 2022, we effected a 1-for-12 reverse stock split of our issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each issued and outstanding share of our common stock, and the per share exercise price of and number of shares of our common stock underlying our outstanding equity awards, were automatically proportionally adjusted based on the 1-for-12 Reverse Stock Split ratio. No fractional shares of common stock were issued in connection with the reverse stock split, and all such fractional interests were rounded up to the nearest whole number. Except as otherwise provided herein, all share and per-share amounts of our common stock, equity awards, warrants and other outstanding equity rights have been adjusted to give effect to the Reverse Stock Split for all periods presented. The Reverse Stock Split amended the par value of our common stock to $ 0.012 per share, but did not modify any voting rights or other terms of our common stock. |
Principles of Consolidation | Principles of consolidation The accompanying consolidated financial statements for the year ended December 31, 2023, 2022 and 2021 include the accounts of the Company, and its subsidiaries 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. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified in order to conform with the current period presentation. These reclassifications have no impact on the Company’s previously reported consolidated net loss. Changes in presentation During the fourth quarter of 2023, the Company elected to change its presentation of the cash flows associated with "Settlement receivables, net" and "Funds payable and amounts due to customers" from operating activities, to present them as financing activities within its Consolidated Statements of Cash Flows. Comparative amounts have been recast to conform to current period presentation. These recasts had no impact on the Consolidated Statements of Comprehensive Loss, Consolidated Statements of Financial Position or Consolidated Statements of Shareholders' Equity. The following tables present the effects of the changes in presentation within the Statements of Cash Flows: For the Year Ended December 31, 2022 As Previously Reported Adjustment As Adjusted Consolidated Statement of Cash Flows Cash flows from operating activities Settlement receivables, net ( 11,978 ) 11,978 - Funds payable and amounts due to customers 698,855 ( 698,855 ) - Net cash provided by operating activities 924,078 ( 686,877 ) 237,201 Cash flows from financing activities Settlement funds - merchants and customers, net - 686,877 686,877 Net cash provided by financing activities ( 80,542 ) 686,877 606,335 For the Year Ended December 31, 2021 As Previously Reported Adjustment As Adjusted Consolidated Statement of Cash Flows Cash flows from operating activities Settlement receivables, net 58,896 ( 58,896 ) - Funds payable and amounts due to customers ( 95,890 ) 95,890 - Net cash provided by operating activities 224,468 36,994 261,462 Cash flows from financing activities Settlement funds - merchants and customers, net - ( 36,994 ) ( 36,994 ) Net cash provided by financing activities 483,281 ( 36,994 ) 446,287 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. The Company’s significant estimates relate to allocation of the purchase price paid for acquired businesses, valuation of goodwill and intangible assets, credit losses, income taxes, and litigation provision. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
Variable Interest Entities | Variable Interest Entities A variable interest entity (“VIE”) is an entity in which the equity investors as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company will be considered to have a controlling financial interest and will consolidate a VIE if it has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Prior to January 1, 2022, the Company had a variable interest in Skrill USA, a company that provides digital wallet services to U.S. customers. Under the terms of a 2015 agreement for the sale and purchase of the original family of Skrill-related entities, Skrill USA was fully separated from Paysafe ownership as a result of U.S. regulatory considerations. Skrill Ltd, an entity of Paysafe, has a market support arrangement which supports the business and operations of Skrill USA for the purpose of expanding the Skrill brand and business in the U.S. market. In addition, Skrill Ltd and Optimal Payment Services Inc., both Paysafe entities, have an outsourcing arrangement with Skrill USA for a license to offer money transfer and related services in the U.S. market. Through these arrangements, the Company assumes all or a portion of the risk and cost of the operations of Skrill USA representing a variable interest. These arrangements also provide the Company with economic interest in Skrill USA, as well as implied power in making significant decisions through its partnerships with certain products, overall strategic advice, operating support, and use of Company technology. As a result, Skrill USA was determined to be a VIE and the Company deemed the primary beneficiary. The assets, liabilities, and results of operations of Skrill USA are consolidated in the Company's consolidated financial statements. However, as the Company had no direct equity ownership in Skrill USA, 100 % of the equity (net assets) and results of operations were presented as a non-controlling interest in the Company’s consolidated financial statements prior to January 1, 2022. N on-controlling interests include the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. During the first quarter of 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 has been accounted for as a wholly owned subsidiary and no longer represents 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 Consolidated Statements of Shareholders' Equity. |
Cash and Cash Equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash on deposit and high quality, short-term money market instruments with an original maturity of three months or less. Cash equivalents are based on quoted market prices, a Level 1 fair value measure. |
Customer Accounts and Other Restricted Cash, Net | Customer accounts and other restricted cash, net As part of the settlement cycle, the Company receives customer funds either in exchange for electronic money (“e-money”) issued or within the transaction settlement cycle to merchants. The Company operates and holds this type of customer fund in both regulated and non-regulated entities. For regulated entities, the Company is required to comply with certain safeguarding requirements of customer funds. Depending on the underlying regulations, the Company may satisfy these safeguarding requirements either by placing cash or cash equivalents in a segregated bank account, by ensuring the funds are with an authorized insurer or by obtaining guarantees from an authorized credit institution. The cash and cash equivalents held in a segregated bank account to meet these safeguarding requirements are included in “customer accounts and other restricted cash, net” and represent a majority of the balance. For non-regulated entities, all customer funds held in a segregated bank account are included within “customer accounts and other restricted cash, net.” Customer accounts and other restricted cash, net include cash and cash equivalents with a maturity of three months or less. The Company holds these cash and cash equivalents in its own segregated bank accounts and has the ability to direct the use of funds, even if safeguarded. As of December 31, 2021, $ 387,456 of cash held in escrow related to the draw down of the USD Incremental Term Loan is presented within "Customer accounts and other restricted cash, net." This cash was restricted from use until the completion of the SafetyPay acquisition which completed in the first quarter of 2022 (See Note 14). This has been presented as a financing inflow in the Consolidated Statements of Cash Flows for the year ended December 31, 2021. |
Settlement Receivables, Net | Settlement receivables, net Settlement receivables, net include balances arising from timing differences in the Company's settlement process between the cash settlement of a transaction and the recognition of the associated liability (for example, liabilities to customers and merchants). These balances mainly arise in the Digital Wallets segment. When customers fund their digital wallet account using their bank account or a credit card or debit card, there is a clearing period before the cash is received or settled, usually within 5 business days. Settlement receivables, net also includes receivables from distribution partners within Digital Wallets. These receivables represent amounts collected by the distribution partners in exchange for the issuance of a prepaid payment voucher, prior to settlement with the Company. The Company had settlement receivables, net from the following parties: As of December 31, 2023 2022 Third party payment processors $ 86,515 $ 75,573 Distribution partners 84,709 72,201 Total $ 171,224 $ 147,774 Settlement receivables are initially measured at fair values and subsequently measured at their amortized cost less allowance for credit losses. Refer to Allowance for credit losses below for the measurement of the allowance for credit losses. The cash flows associated with "Settlement receivables, net" and "Funds payable and amounts due to customers" (collectively, "Settlement funds - merchants and customers, net") are presented on a net basis within financing activities within the Consolidated Statements of Cash Flows. |
Accounts Receivable | Accounts receivable Accounts receivable includes receivables mainly from Merchant Solutions merchants that represent processing revenues earned but not yet collected. Accounts receivable are classified as current assets if receipts are due within one year or less. If not, they are presented as non-current assets. Accounts receivable, net are initially measured at fair value and subsequently measured at their amortized cost less allowance for expected credit losses. Refer to Allowance for credit losses below for the measurement of the allowance for credit losses |
Allowance for Credit Losses | Allowance for credit losses The Company has exposure to credit losses for financial assets including customer accounts and other restricted cash, settlement receivables, accounts receivable, and financial guarantee contracts to the extent that a chargeback claim is made against the Company directly or to the Company’s merchants on card purchases. We utilize a combination of aging and probability of default methods to develop an estimate of credit losses, depending on the nature and risk profile of the underlying asset pool. A broad range of information is considered in the estimation process, including historical loss information adjusted for current conditions and expectations of future trends. The estimation process also includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing and probability of default, loss given default, exposure at default, merchant risk profiles, and relevant macro-economic factors. Financial assets are presented net of the allowance for credit losses in the Consolidated Statements of Financial Position. The allowance for credit losses related to financial guarantees and merchant overdrafts are recorded as a liability and included within “Accounts payable and other liabilities” within the Consolidated Statements of Financial Position. The measurement of the allowance for credit losses is recognized through current expected credit loss expense. Current expected credit loss expense is included as a component of “Selling, general and administrative” in the Consolidated Statements of Comprehensive Loss. Write-offs are recorded in the period in which the asset is deemed to be uncollectible. Recoveries from freestanding credit enhancements, such as certain insurance contracts are not included in the estimate of expected credit losses. An insurance recovery asset is recognized in "Prepaid expenses and other current assets" in the Consolidated Statements of Financial Position at the time an incurred loss and the recovery of the receivable is probable. Recoveries are recognized within "Selling, general & administrative" within the Consolidated Statements of Comprehensive Loss. |
Credit Risk Characteristics and Concentration | Credit risk characteristics and concentration Customer accounts and other restricted cash are deposited with different banking partners with a variety of credit ratings and credit exposure are regularly monitored and managed by the Company’s Safeguarding and Treasury Committee ("STC"). Management considers the risk of loss from these financial instruments to be low. Settlement receivables primarily relate to receivables from third party payment institutions arising in both the Company's Merchant Solutions and Digital Wallets businesses, as well as receivables from distribution partners arising in the Company's Digital Wallets business. These receivables are closely monitored on a regular basis and are not considered to give rise to material credit risk. The Digital Wallets business utilizes insurance and credit limits with its distribution partners to limit its overall gross exposure. Credit quality of a customer and distributor is assessed based on their industry, geographical location and financial background, with credit risk managed based on this assessment (i.e. trading limits, shortened payment period and/or requiring collateral usually in the form of bank guarantees, insurance or cash deposits or holdbacks which can legally be claimed by the Company to cover unpaid receivables). Accounts Receivable balances are regularly monitored to flag any unusual activities such as chargebacks. Having a significant number of consumers and merchants which are geographically widespread and the merchants active in various industries, the exposure to concentration risk is also mitigated. The global credit risk framework allows the Company to forecast under normal business conditions the probability of the occurrence of credit events before they occur. Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and controls relating to customer credit risk management. The Company issues financial guarantee contracts to its sponsor banks mainly within its Merchant Solutions business for which the Company is exposed to losses from potential chargeback claims. A significant portion of the Company’s exposure to credit risk arises from the threat of chargeback claims against Paysafe directly or Paysafe merchants on card purchases. Chargebacks result in credit exposure to Paysafe when either the merchant or other partners become bankrupt or are otherwise unable to meet their financial obligation. The Company manages the exposure to credit risk by employing various online identification verification techniques, enacted transaction limits, reserves or guarantees held and a number of credit risk management and monitoring tools such as an internally developed credit risk calculator, early warning system and daily credit agency and other third party alerts where potential signs of financial stress on merchants and partners are flagged. |
Property, Plant and Equipment | Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and any impairment loss. Depreciation is recognized over the estimated useful lives of the corresponding assets, using the straight-line method, on the following basis: Computer and communication equipment 2 - 5 years Furniture and other equipment 3 - 5 years Other assets are depreciated over their estimated useful lives, using the straight-line method, on the following basis: Leasehold improvements Over the lesser of the lease term or 10 years Depreciation expense is recorded in the Consolidated Statements of Comprehensive Loss in “Depreciation and amortization” or "Selling, general and administrative" depending on the nature of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the Consolidated Statements of Comprehensive Loss. |
Leases | Leases The Company determines whether an arrangement is a lease at inception. The Company has operating leases for offices, data centers, and corporate apartments. Leases have remaining lease terms of less than one year to ten years , some of which have the option to extend the lease term for an additional five years. Certain leases also include the option to terminate the lease within one year. We recognize lease extension and termination options that we are reasonably certain to exercise when determining the lease term used to establish our right-of-use assets and lease liabilities. As of December 31, 2023, the Company is not aware of any unrecognized leases. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. For short term leases, the Company recognizes lease payments on a straight-line basis in the Consolidated Statements of Comprehensive Loss in the period in which the obligation is incurred. During the year ended December 31, 2023, short term lease expense was not significant. For the Company's data center leases, where the consideration for lease and non-lease components is not separated, we apply the practical expedient to combine the lease and non-lease components. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise, fixed lease payments (including in-substance fixed payments) less any lease incentives received and receivable, and variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date. During the years ended December 31, 2023 , 2022 and 2021 the amount of variable lease expense incurred was no t significant. The right-of-use asset is initially measured at the amount equal to the lease liability, adjusted for any lease payments made at or before lease commencement, lease incentives and any initial direct costs. Subsequently, the right-of-use asset is subject to amortization which is recognized on a straight-line basis over the lease term in the Consolidated Statements of Comprehensive Loss in “Selling, general and administrative.” The lease liabilities are presented as separate lines in the Consolidated Statements of Financial Position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The interest on the lease liability is recognized in the Consolidated Statements of Comprehensive Loss in “Selling, general and administrative.” The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: • The lease term has changed, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. • A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. • When a lease term has changed or been modified, variable lease payments that depend on an index or a rate shall be remeasured using the index or rate as of the date the remeasurement is required. |
Finite-Lived Intangible Assets | Finite-lived intangible assets Acquired computer software is stated at cost less accumulated amortization and accumulated impairment losses. Other intangible assets, including customer relationships and brands that are acquired by the Company and have finite useful lives, are recognized at fair value at the acquisition date and amortized using the straight-line method over the estimated useful life of the intangible asset. Amortization expense is recorded in the Consolidated Statements of Comprehensive Loss in “Depreciation and amortization.” In addition to customer relationships that are derived from the acquisition of a business, customer relationships also include acquisitions of merchant portfolios. An intangible asset is recorded for the acquisition of the merchant portfolio when: 1) the merchant portfolio acquired is identifiable and has a contract in place that provides the rights and obligations related to the merchant relationship, 2) the legal rights to future revenues from the acquired merchant portfolios can be obtained, and 3) future economic benefits will be generated from the merchant portfolio. Customer relationships relating to acquisitions of merchant portfolios are initially measured at their acquisition date fair values and subsequently measured at carrying amount less accumulated amortization and accumulated impairment losses. On occasion, the cost of a merchant portfolio will include both an initial (“up-front”) and a contingent element of the consideration. The Company assesses the fair value of the contingent consideration at each reporting period and any adjustments are recognized as an adjustment to the cost of the asset. In estimating the useful lives of customer relationships, the Company considers the expected use of the asset; legal, regulatory and contractual provisions; historical attrition rates of the customer relationships, as well as the Company’s historical experience in renewing or extending similar customer relationships; and economic factors. Management reassesses the estimated useful lives of our intangible assets on an annual basis. See Note 6 for further information. Intangible assets are amortized using the straight-line method over the expected life of the intangible asset on the following basis: Brands 3 - 14 years Computer Software 3 - 10 years Customer Relationships 2 - 15 years |
Software Development Costs | Software development costs The Company develops software that is used in providing services to customers. Costs incurred during the preliminary project stage are expensed as incurred. Capitalization of costs begins when both of the following occur: 1) the preliminary project stage is completed, and 2) management, with the relevant authority, authorizes and commits to funding the project and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalization of costs ceases when the software is substantially complete and ready for its intended use. Capitalized costs include payroll and payroll-related costs, including external consulting fees. Capitalized costs incurred to develop software for internal use are capitalized to "Intangible assets, net" and amortized on a straight-line basis over an estimated useful life of three to ten years and are recorded as “Depreciation and amortization” on the Consolidated Statements of Comprehensive Loss. Costs related to maintenance of internal use software are expensed as incurred. Expenses for research and development activities (except for certain computer software and web site development costs) are expensed as incurred unless the expenditure relates to an item with an alternative future use. Research and development expense for the year ended December 31, 2023 , 2022 and 2021 were $ 7,278 , $ 7,377 , and $ 8,574 . |
Cloud Computing Arrangements | Cloud computing arrangements For cloud computing arrangements that are a service contract, the Company capitalizes certain implementation costs that are directly related to the configuration of the cloud computing software for internal use, which includes certain employee costs and third-party costs. Capitalized implementation costs are expensed on a straight-line basis over the term of the associated hosting arrangement, which is the non-cancellable period of the arrangement and periods covered by renewal options that the Company is reasonably certain to exercise. Capitalized amounts related to such arrangements are recorded within "Prepaid expenses and other current assets" and within "Other assets - non-current" in the Consolidated Statements of Financial Position and amortized to "Selling, general and administrative" expenses in the Consolidated Statements of Comprehensive Loss. |
Impairment of Finite-Lived Intangible and Long-Lived Assets | Impairment of finite-lived intangible and long-lived assets The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of long-lived assets and finite-lived intangible assets may not be recoverable. When factors indicate that these assets should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying amount of the asset group will be recovered through the future undiscounted cash flows expected from use of the asset group and its eventual disposition. If the carrying amount of the asset group is determined not to be recoverable, a write-down to fair value is recorded as “Impairment expense on goodwill and intangible assets” within the Consolidated Statements of Comprehensive Loss. Fair values are determined based on a discounted cash flow analysis. The Company also regularly evaluates whether events and circumstances have occurred that indicate the useful lives of long-lived assets and finite-lived intangible assets may warrant revision. See Note 6 for further information regarding the Company’s impairment review of finite-lived intangible assets. |
Goodwill | Goodwill Goodwill is required to be allocated to reporting units which are either (1) an operating segment or (2) components of an operating segment that are one level below and for which discrete financial information is prepared and regularly reviewed by segment management. The Company considers its reporting units to be at the operating segment level for Digital Wallets and one level below for Merchant Solutions. Goodwill is tested for impairment at a minimum on an annual basis on October 1; and more frequently when there is an indicator of impairment. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The fair value of the reporting unit is based on the weighting of an income approach and market approach. See Note 5 for further information. |
Business Combinations | Business combinations The Company performs a two-step analysis to determine whether a transaction will be considered as the acquisition of a business or the acquisition of an asset. First, an initial screening test is performed, which determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identified assets. If this initial test is not met, an acquired asset cannot be considered a business unless it includes an input and a substantive process that together significantly contribute to the ability to create output. Asset acquisition is accounted for using a cost accumulation model. The acquired assets including related transaction costs are recorded at cost when cash consideration is used. If the consideration is non-cash, then the recording of the assets is based on the fair value of the assets acquired. Direct and incremental acquisition costs are included in the cost of the acquisition. Contingent consideration that is accounted for as a derivative is recognized at fair value. Otherwise, such consideration generally is recognized when it becomes probable and reasonably estimable. Any excess of the cost of the acquisition over the fair value of the net assets acquired is allocated to assets on the basis of relative fair values. Goodwill is not recognized. Asset acquisitions generally consist of the purchase of merchant portfolios which are accounted for as intangible assets. Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interest issued by the Company in exchange for control of the acquiree. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value. Goodwill is measured as the excess of the sum of the consideration transferred over the net of the acquisition date amounts of the identifiable assets and liabilities assumed. When the consideration transferred by the Company in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Payments related to contingent consideration made on or within three months of the business combination date is viewed as an extension of the business combination, and such payments are classified as investing activities in the Consolidated Statements of Cash Flows. Payments that are made more than three months after business combination date to settle the contingent consideration liability recognized at fair value as of the acquisition date (including measurement-period adjustments) less payments made on or within three months of the business combination date are classified as financing activities in the Consolidated Statements of Cash Flows. Payments that are made more than three months after business combination date that exceed those classified as financing activities are classified as operating activities in the Consolidated Statements of Cash Flows. There were no business combinations for the year end December 31, 2023. Refer to Note 14 for prior year business combinations. |
Funds Payable and Amounts Due to Customers | Funds Payable and Amounts Due to Customers When electronic money (“e-money”) is issued, the Company recognizes a liability to the customer equal to the amount of electronic e-money that has been issued. The liability is due to the customer prior to the funds being used. In addition, where the Company is in the flow of funds in the transaction settlement cycle, a liability is recognized for the amount owed to the merchants. A majority of these transactions are net settled, whereby the amounts due to merchants are settled net of the revenue transaction fees owed by the merchant. These amounts are presented as “Funds payable and amounts due to customers” in the Company’s Consolidated Statements of Financial Position. Refer to Settlement Receivables, net above regarding cash flow classification. |
Revenue Recognition | Revenue recognition The Company has prepared these financial statements under Accounting Standard Codification (“ASC”) 606, Revenue From Contracts With Customers and ASC 340-40, Other Assets and Deferred Costs - Contracts With Customers (collectively referred to as the “Revenue Standard”). The Revenue Standard provides a five-step framework to determine when and how revenue is recognized, based on the core principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Revenue Standard also requires additional disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company provides payment solutions through two primary lines of business: Merchant Solutions and Digital Wallets. The Merchant Solutions revenue streams are earned by charging merchants processing fees for facilitating payment processing transactions. The Digital Wallets revenue streams are almost entirely derived from charging merchants’ fees for allowing payments on their platforms using our products or from charging customers on a transactional basis for using our services. For both of our segments, the Company’s main performance obligation is to stand ready to provide payment services to merchants and consumers. An area of significant judgment involves determining whether goods and services are considered distinct performance obligations that should be accounted for separately, or together as one performance obligation. This includes determining whether distinct services are part of a series of distinct services that are substantially the same. The Company’s promise to stand ready to provide electronic payment services is not based on a specified number of transactions, but rather is a promise to process all the transactions needed each day. As such the nature of the promise is that of a series of distinct services that are substantially the same and have the same pattern of transfer to the customer over time. Accordingly, the promise to stand ready is accounted for as a single-series performance obligation for which the measure of progress is time. The Company recognizes revenue as it satisfies a performance obligation by transferring control over the service to a customer for which the timing and quantity of transactions to be processed is not determinable at the inception of the contract. Revenue is recognized net of taxes collected from customers. These taxes are subsequently remitted to governmental authorities. The Company has presented disaggregated revenue at the segment level (See Note 21). Merchant Solutions Merchant Solutions services are primarily derived from processing credit and debit card transactions for merchants. The Company does not contract directly with consumers within our Merchant Solutions segment; as such, our contracts in this segment are all written contractual agreements primarily in two main categories. The first category includes contracts with our sponsor banks and processing partners, which are typically long-term contractual relationships with durations of 5 years, but continuing in effect with automatic renewals of one year or longer. These agreements usually have termination clauses requiring written notice and 90 to 180-day notice periods. The second category is our contracts with merchants. The contracts with merchants are tri-party agreements, usually between the Company, the merchants and sponsor banks with durations of three years followed by annual auto-renewals at the end of the terms. Termination clauses generally require 30 days written notice and can be terminated without significant penalty. While the duration of contacts may differ, the primary source of revenue is consistent across segments and consumer base. Some of the Company’s contracts with customers include promises to transfer multiple goods and services, which are primarily point of sale terminals. The Company also concluded that the goods offered in our contracts, are not material individually or in the aggregate to the contract and no allocation of consideration is made to those goods. The majority of our payment services are priced as a percentage of transaction value or a specified fee of the payment volumes processed or as a charge per transaction. We also charge other fixed fees on a monthly or annual basis which are assessed based on specific services that may be unrelated to the number of transactions or transaction value for various ancillary items which can include foreign exchange services for settling foreign currency transactions, gateway services, fraud and risk management services and charges for accepting alternative payments. Given the nature of the promise and that the underlying fees are based on unknown quantities of transactions or outcomes of services to be performed over the contract term, the total consideration is determined to be variable. The Company allocates the variable fees to the individual day in which the services were wholly performed and for which it has the contractual right to bill those wholly performed services under the contract. Therefore, we measure revenue for our payment service daily based on the services that are performed on that day. The Company has concluded that its performance obligation is to facilitate payment services that are provided by other parties and therefore the nature of the Company's performance obligation is that of an agent. The Company does not have the ability to direct the use of and obtain substantially all the benefits from the services provided by the card issuing financial institutions and payment networks before those services are transferred to the customer. As a result, the Company presents revenue net of the interchange fees charged by the card issuing financial institutions and the fees charged by the payment networks. The nature of our billing depends on whether we are in the flow of the funds. When we are in the flow of funds, we can direct debit our fees and settle with our customers on a net basis. When the Company does not have direct access to debit our customer accounts, we typically collect by billing our merchant banking partners on a monthly basis, and our invoices are due immediately upon receipt. Digital Wallets Digital Wallets services are offered through the NETELLER and Skrill brands. In addition, the Digital Wallets segment also offers prepaid payment vouchers through the paysafecard, paysafecash, SafetyPay and PagoEfectivo brands which are sold directly to customers through third-party distributors and online payment accounts. The Company’s consumer facing contracts have online terms and conditions that the consumers agree on as terms of business; these are typically open ended and can be terminated without penalty by either party. Therefore, these contracts are essentially defined at the transaction level and there is no commitment to provide further services beyond the services already provided. Our merchant contracts in the Digital Wallets segment are formal written contractual agreements with merchants who accept our services on their platforms. These contracts are longer-term relationships structured as open-ended contracts and are typically cancellable by either party with 30 to 60-day written notice without significant penalty. Consumer and merchant revenues are earned either as a fee calculated as a percentage of funds processed or as a charge per transaction, pursuant to the respective consumer and merchant agreements, as well as fees from cross-currency transactions. We also charge monthly maintenance fees for wallets that have periods of inactivity. For customers who purchase prepaid payment vouchers, we consider the redemption of the voucher to be the point in which we earn revenue. The Company does have the ability to direct the use of and obtain substantially all the benefits from the services provided by the card issuing financial institutions and credit card networks before those services are transferred to the customer. The Company also has full discretion in determining the fees charged. As a result the Company presents revenue on a gross basis for the Digital Wallets segment. We typically have the authority to directly debit our consumers’ pre-funded digital wallet accounts and the merchant wallet accounts, as such, when we earn revenue from transaction fees we are not required to separately bill for amounts earned and collectability is reasonably assured. Interest revenue Interest revenue is earned on the funds held on behalf of customers and is accrued on a monthly basis, by reference to the principal outstanding and at the effective interest rate applicable. While this is not revenue earned from contracts with customers, interest revenue on consumer funds held by the Company is presented in "Revenue" as it is earned on funds that are held as part of the Company’s revenue generating activities. Cost to obtain and fulfill a contract We capitalize sales commissions for new contract acquisitions payable to third party agents or employees of Paysafe in the sales function when it is determined that these costs are (i) recoverable, (ii) would not be incurred if the new contract was not obtained and (iii) have an expected period of benefit of one year or greater. The capitalized costs are amortized on a straight-line basis over the expected period of benefit to Selling, general and administrative expense. Capitalized incremental sales commissions are not material. The Company has elected to expense incremental costs of obtaining a contract when incurred when the amortization period for those assets is one year or less per the practical expedient under the Revenue Standard. We capitalize incremental costs incurred to fulfill our contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy our performance obligation under the contract, and (iii) are expected to be recovered through revenue generated under the contract. Incremental costs to fulfill customer contracts are not material. Contract balances We do not have any material contract balances associated with our contracts with customers. Remaining performance obligation The Revenue Standard requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations; however, as permitted by the Revenue Standard, the Company has elected to exclude disclosing any contracts with an original duration of one year or less and any variable consideration that meets specified criteria. As described above, the Company’s most significant performance obligations consist of variable consideration under a stand-ready series of distinct days of service, which typically represent all or almost all of the total transaction price for the related contract. The variable consideration that will be allocated to future days of service is not required to be disclosed as these days of services are wholly unsatisfied at the Company’s reporting date. The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one year is not material. |
Cost of Services (Excluding Depreciation and Amortization | Cost of services (excluding depreciation and amortization) Cost of services (excluding depreciation and amortization) primarily relate to fees incurred by the Company in the processing and settlement of transactions. Merchant Solutions: Cost of services (excluding depreciation and amortization) consists primarily of merchant residual payments to our network of Independent Sales Organizations (“ISOs”) and Integrated Software Vendors ("ISV") and other fees incurred by the Company in processing of transactions. Cost of services (excluding depreciation and amortization) does not include interchange fees charged by the card issuing financial institutions and fees charged by payment networks in this line of business, which are presented net within revenue. Digital Wallets: Cost of services (excluding depreciation and amortization) in connection with the services offered under the NETELLER and Skrill brands as described above is primarily composed of the costs the company incurs to accept a customer’s funding source of payment and subsequent withdrawals from the wallet. These costs include fees paid to payment processors and other financial institutions in order to draw funds from a customer’s credit or debit card, bank account, or other funding source they have stored in their digital wallet accounts. Cost of services (excluding depreciation and amortization) in relation to the paysafecard, paysafecash, SafetyPay and PagoEfectivo brands is primarily comprised of commissions paid to distributors. |
Restructuring and Other Costs | Restructuring and other costs Restructuring and other costs include acquisition costs related to the Company’s merger and acquisition activity, restructuring costs, provision related to customer payments and professional consulting and, in prior years, advisory fees related to public company readiness activities. This includes certain professional advisory costs, office closure costs and resulting severance payments to certain executives. |
Deferred Equity Costs | Deferred equity costs Transactions costs that are incremental and directly attributable to an equity transaction are deferred and charged against the gross proceeds received upon completion of the equity transaction. There were no deferred equity costs for any of the years presented within these financial statements. |
Employee Benefits | Employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay the amount as a result of past service provided by the employee and the obligation can be estimated reliably. The Company operates a defined contribution plan for its employees. Payments to defined contribution plans are recognized as an expense when employees have rendered the service entitling them to the contributions. Expense recognized for defined contribution plans for the year ended December 31, 2023 , 2022 and 2021 was $ 5,582 , $ 5,654 , and $ 5,782 , respectively. |
Self-insurance liabilities | Self-insurance liabilities Effective January 1, 2023, we began to self-insure for certain losses related to United States employee medical and prescription drug benefit claims, a portion of which is paid by employees. We hold specific and aggregate excess loss insurance benefit coverage to limit significant exposure to these claims. Self-insured liabilities and related expenses are based upon actual claims filed and an estimated liability of claims incurred but not reported (“IBNR”). The liabilities are actuarially determined based primarily on our historical claims activity, claims payment patterns, and medical cost trends. In addition, we record receivables for amounts expected to be reimbursed for payments made in excess of stop-loss coverage. The self-insurance liability represents the best estimate of future payments to be made on reported and unreported losses as of December 31, 2023. To the extent actuarial assumptions change and claims experience rates differ from historical rates, our liabilities may change. As of December 31, 2023 , the self-insurance liability was not material and no receivables were recorded for payments in excess of our self-insured levels. |
Advertising Costs | Advertising costs Advertising costs are expensed as incurred. Advertising expense for the year ended December 31, 2023 , 2022 and 2021 was $ 38,833 , $ 35,280 , and $ 38,509 , respectively. |
Foreign Currencies | Foreign currencies The Company has operations in foreign countries whose currency differs from the functional currency of the Company and its subsidiaries. Gains and losses on transactions denominated in currencies other than the functional currency are included in determining net income (loss) for the period. Foreign exchange gains and losses are included within “Other income , net”. The assets and liabilities of subsidiaries whose functional currency is a foreign currency are translated at the period end exchange rate into United States Dollars (“USD”), the Company’s reporting currency. Income statement items are translated at the average monthly rates prevailing during the year. The resulting translation adjustment is recorded as a component of other comprehensive income and is included in “Accumulated Other Comprehensive Loss”. |
Income Taxes | Income Taxes The provision for income taxes is determined using the asset and liability approach considering guidance related to uncertain tax positions. Tax laws require items to be included in tax filings at different times than the items are reflected in the financial statements. A current liability is recognized for the estimated taxes payable for the current year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes are initially recognized at enacted tax rates and are adjusted for any enacted changes in tax rates and tax laws. Subsequent changes to deferred taxes originally recognized in equity are recognized in income. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The income tax effects from an uncertain tax position are recognized when it is more likely than not that the position will be sustained based on its technical merits and consideration of the tax authorities widely understood administrative practices and precedents. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to uncertain tax positions in the provision for “Income tax (benefit) / expense” on the Consolidated Statements of Comprehensive Loss. |
Fair Value Measurements | Fair value measurements The Company follows ASC 820, Fair Value Measurements , which defines fair value as the price to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The determination of fair value is based on the principal or most advantageous market in which the Company could participate and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. Also, determination of fair value assumes that market participants will consider the highest and best use of the asset. The Company uses the hierarchy prescribed in the aforementioned accounting guidance for fair value measurements, based on the available inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels of the hierarchy are as follows: • Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date, • Level 2 Inputs—Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability if it has a specified or contractual term, and • Level 3 Inputs—Unobservable inputs for the asset or liability used to measure fair value allowing for inputs reflecting the Company’s assumptions about what other market participants would use in pricing the asset or liability, including assumptions about risk. There were no material transfers of account balances between the three levels of hierarc hy for the years ended December 31, 2023 and 2022. |
Financial Instruments | Financial instruments Financial instruments measured at fair value through profit or loss are measured at fair value with changes in fair value recognized in the Consolidated Statements of Comprehensive Loss. These financial instruments include contingent consideration receivable, deferred and contingent consideration payable, share-based compensation liabilities, warrant liabilities and derivative financial assets and liabilities. Financial assets measured at amortized cost include cash and cash equivalents, customer accounts and other restricted cash, accounts receivable and settlement receivables. Financial liabilities measured at amortized cost include debt, accounts payable and other liabilities, and funds payable and amounts due to customers. Financial liabilities are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Finance costs are charged to the Consolidated Statements of Comprehensive Loss using the effective interest rate method. Offsetting Financial assets and liabilities are offset and the net amount presented in the Consolidated Statements of Financial Position when, and only when, the Company has a legally enforceable right to set off the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously. Income and expenses are presented on a net basis only when permitted by the accounting standards. Derivative instruments The Company accounts for derivatives in accordance with ASC 815, Derivatives and Hedging , which provides accounting and reporting guidance for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. All derivatives, whether designated in hedging relationships or not, are required to be recorded on the Consolidated Statements of Financial Position at fair value. The Company’s derivatives balances in the financial statements are classified as current or non-current, dependent on their respective maturities. The Company enters into derivative financial instruments to manage its interest rate risk related to its financing operations. The Company does not enter into derivative financial instruments for speculative purposes. |
Warrants | Warrants The Company accounts for warrants as derivative liabilities under ASC 815-40, Derivatives and Hedging: Contracts in Entity's Own Equity , as they are freestanding instruments with provisions that preclude them from being indexed to the Company’s stock. The warrants were initially recorded at fair value on the closing date of the Transaction (March 30, 2021 as described in Note 2) based on the public warrants listed trading price (NYSE: PSFE.WS) and are subsequently remeasured at the balance sheet date with the changes in fair value recognized within “Other income / (expense), net” in the Consolidated Statements of Comprehensive Loss. As of December 31, 2023 and 2022, the warrants consisted solely of public warrants. |
Share-Based Compensation | Share-based compensation The Company accounts for share-based compensation plans in accordance with ASC 718, Compensation - Stock Compensation , which requires the recognition of expense related to the grant date fair value of share-based compensation awards. Under the Company's current 2021 Omnibus Plan, the grant date fair value of restricted stock units is determined using the Company’s stock price on the date of grant. These awards are subject to a service condition or a performance condition. The awards with a service condition vest ratably over three years and the share-based compensation expense is recognized over this requisite service period using the straight-line method. The awards with a performance condition vest at the end of one- or three-years and the number of stock units that vest is variable depending upon the probability of achievement of certain internal performance targets and may vest between 0% and 200% of the target share amount. Share-based compensation expense for these awards are recognized over the requisite service period and as the performance targets are considered probable of being achieved. The grant date fair value of stock options is determined using a Black Scholes model. The determination of the grant date fair value was affected by assumptions including expected stock price volatility over the expected term of the award, the risk-free interest rate for the expected term of the award, time expected to expiration and expected dividends. The options have a contractual ten-year life and vest annually in equal increments over three years . Compensation expense is recognized on a straight line basis over the vesting period. Under the Company's previous 2018 Pi Jersey Topco Limited Plan, the grant date fair value of A ordinary shares and B ordinary shares was determined using a Monte Carlo method. The determination of the grant date fair value was affected by assumptions regarding a number of complex and subjective variables, including expected stock price volatility over the expected term of the award, the risk-free interest rate for the expected term of the award and expected dividends. The awards were subject to a service condition, a performance condition and a market condition. As of December 31, 2023, the share-based compensation was fully expensed as the vesting conditions were met upon completion of the Transaction (See Note 2 and 16). Additional shares are not expected to be granted from this plan. The Company accounts for forfeitures as they occur. |
Earnings Per Share | Earnings per share Basic earnings per share is computed by dividing net income (loss) attributable to the Company by the weighted average shares outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) attributable to the Company, adjusted as necessary for the impact of potentially dilutive securities, by the weighted-average shares outstanding during the period including all potentially dilutive securities as determined under the treasury stock method. In periods when we have a net loss, all potentially dilutive securities are excluded from our calculation of earnings per share as their inclusion would have an antidilutive effect. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Convertible Debt Instruments In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . This update reduces the number of accounting models for convertible debt instruments resulting in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in-capital. In addition, this update also makes targeted changes to the disclosures for convertible instruments and earnings-per-share guidance. This guidance may be adopted through either a modified retrospective or fully retrospective method of transition and will take effect for public companies with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. The Company adopted this new guidance effective January 1, 2022. This new guidance did not have an effect on our consolidated financial statements. Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference London Inter-bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients and which are retained through the end of the hedging relationship. The amendments in this update also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. If elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant ASC Topic or Industry Subtopic that contains the guidance that otherwise would be required to be applied. The amendments in this update were effective upon issuance and could be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarified the scope of ASU 2020-04 indicating that certain optional expedients and exceptions included in ASU 2020-04 are applicable to derivative instruments affected by the market-wide change in interest rates used for discounting, margining, or contract price alignment. Our exposure to LIBOR is limited to our Term Loan Facility (USD), Revolving Credit Facility (USD) and derivative instruments. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), which defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company has applied the optional expedient in the standard to the debt amendment dated April 13, 2023, and the derivative instrument with the changes in rate accounted for prospectively (See Note 9 and 10). Business Combinations In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This update improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to 1) recognition of an acquired contract liability and 2) payment terms and their effect on subsequent revenue recognized by the acquirer. This guidance will take effect for public companies with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022 and is applied prospectively to acquisitions occurring after the effective date. The Company adopted this new guidance effective January 1, 2023. This new guidance did not have an impact on our consolidated financial statements. Supplier Finance Programs In September 2022, the FASB issued ASU 2022-04 Liabilities - Supplier Finance Programs. This update enhances transparency about an entity’s use of supplier finance programs. The buyer in a supplier finance program is required to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a roll-forward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. The amendments in this update will take effect for public companies with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the amendment on roll-forward information which is effective for fiscal years beginning after December 31, 2023. Early adoption is permitted. The Company adopted this new guidance, with the exception of the roll-forward information, effective January 1, 2023. This new guidance did not have a material effect on our consolidated financial statements. As of December 31, 2023, the Company did not have any supplier finance arrangements. Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In June 2022, the FASB issued ASU 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This updated clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. This update is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. The Company adopted this new guidance on January 1, 2024 which did not have an impact on our consolidated financial statements. |
Accounting Pronouncements not yet Adopted | Accountin g Pronouncements not yet Adopted Segment Reporting In November 2023, the FASB issued ASU 2023-07, which amends Segment reporting (Topic 280). This update enhances reportable segment disclosure requirements, primarily by requiring disclosure of the significant segment expenses for each reportable segment that are regularly provided to the Chief Operating Decision Maker, and aligning the segment reporting disclosure requirements in interim and annual reporting periods. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company expects to adopt this guidance in our December 31, 2024 annual financial statements and this guidance is not expected to have a material impact on the Company’s consolidated financial statements. Crypto Assets In December 2023, the FASB issued ASU 2023-08, Intangibles – Goodwill and Other – Crypto assets. This update provides guidance on the accounting for and disclosure of crypto assets by requiring that crypto assets that meet criteria defined by the ASU to 1) be measured at fair value separately from other intangible assets in the statement of financial position, 2) to present remeasurement separately from other changes in other intangible assets in the statement of comprehensive income, and 3) to enhance disclosure requirements related to the crypto assets, including providing roll-forward information of crypto asset holdings. This update is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted. The Company purchases cryptocurrency assets on behalf of its customers. All the risks and rewards associated with those assets are transferred to the customer at the time of purchase and the Company has no ability to control the assets and no requirement to safeguard the assets. As a result, the Company does not recognize either the cryptocurrency asset or liability to the customer on its balance sheet. The Company expects to adopt ASU 2023-08 on January 1, 2025 which is not expected to have a material impact on the Company’s consolidated financial statements. Income Taxes In December 2023, the FASB issued ASU 2023-09, which amends Income taxes (Topic 270). This update enhances income tax disclosure requirements, primarily by requiring public companies to provide disclosures regarding the statutory tax rate and effective tax rate in tabular format with specific categories identified, and to provide additional disclosures for reconciling items that meet quantitative thresholds. This update is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company expects to adopt this guidance on January 1, 2025 which is not expected to have a material impact on the Company’s consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Settlement Receivables | The Company had settlement receivables, net from the following parties: As of December 31, 2023 2022 Third party payment processors $ 86,515 $ 75,573 Distribution partners 84,709 72,201 Total $ 171,224 $ 147,774 |
Schedule of Property, plant and equipment at cost less accumulated depreciation and any impairment loss | Depreciation is recognized over the estimated useful lives of the corresponding assets, using the straight-line method, on the following basis: Computer and communication equipment 2 - 5 years Furniture and other equipment 3 - 5 years Other assets are depreciated over their estimated useful lives, using the straight-line method, on the following basis: Leasehold improvements Over the lesser of the lease term or 10 years |
Schedule of Finite-Lived Intangible Assets | Intangible assets are amortized using the straight-line method over the expected life of the intangible asset on the following basis: Brands 3 - 14 years Computer Software 3 - 10 years Customer Relationships 2 - 15 years |
Schedule of changes in presentation of consolidated statements of cash flows | The following tables present the effects of the changes in presentation within the Statements of Cash Flows: For the Year Ended December 31, 2022 As Previously Reported Adjustment As Adjusted Consolidated Statement of Cash Flows Cash flows from operating activities Settlement receivables, net ( 11,978 ) 11,978 - Funds payable and amounts due to customers 698,855 ( 698,855 ) - Net cash provided by operating activities 924,078 ( 686,877 ) 237,201 Cash flows from financing activities Settlement funds - merchants and customers, net - 686,877 686,877 Net cash provided by financing activities ( 80,542 ) 686,877 606,335 For the Year Ended December 31, 2021 As Previously Reported Adjustment As Adjusted Consolidated Statement of Cash Flows Cash flows from operating activities Settlement receivables, net 58,896 ( 58,896 ) - Funds payable and amounts due to customers ( 95,890 ) 95,890 - Net cash provided by operating activities 224,468 36,994 261,462 Cash flows from financing activities Settlement funds - merchants and customers, net - ( 36,994 ) ( 36,994 ) Net cash provided by financing activities 483,281 ( 36,994 ) 446,287 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to the Company (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per ordinary share attributable to the Company. Year ended December 31, 2023 2022 2021 Numerator Net loss attributable to the Company - basic $ ( 20,251 ) $ ( 1,862,655 ) $ ( 110,954 ) Net loss attributable to the Company - diluted $ ( 20,251 ) $ ( 1,862,655 ) $ ( 110,954 ) Denominator Weighted average shares – basic 61,434,238 60,519,640 60,309,384 Weighted average shares – diluted 61,434,238 60,519,640 60,309,384 Net loss per share attributable to the Company Basic $ ( 0.33 ) $ ( 30.78 ) $ ( 1.84 ) Diluted $ ( 0.33 ) $ ( 30.78 ) $ ( 1.84 ) |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components Loss Before Taxes | The components of income / (loss) before taxes for the years ended December 31, 2023, 2022 and 2021 consisted of the following: For the Year Ended December 31, 2023 2022 2021 United Kingdom $ 24,130 $ ( 620,591 ) $ ( 447,808 ) United States ( 80,969 ) ( 993,786 ) ( 73,789 ) Foreign Other 77,428 ( 300,409 ) 326,159 Income / (loss) from operations before taxes $ 20,589 $ ( 1,914,786 ) $ ( 195,438 ) |
Schedule of Income Tax Benefit | The income tax expense / (benefit) consists of the following: For the Year Ended December 31, 2023 2022 2021 Current: United Kingdom $ ( 3,447 ) $ 4,638 $ ( 4,364 ) United States 2,247 3,004 ( 25,926 ) Foreign Other 22,348 22,732 42,173 Total 21,148 30,374 11,883 Deferred: United Kingdom 15,764 ( 25,416 ) ( 90,345 ) United States 11,395 ( 52,225 ) 4,468 Foreign Other ( 7,467 ) ( 5,235 ) ( 11,116 ) Total 19,692 ( 82,876 ) ( 96,993 ) Income tax expense / (benefit) $ 40,840 $ ( 52,502 ) $ ( 85,110 ) |
Schedule of Effective Income Tax Rate | The reconciliation of the statutory income tax rate to the Company’s effective income tax rate is as follows: For the Year Ended December 31, 2023 2022 2021 United Kingdom corporate tax rate 23.5 % 19.0 % 19.0 % Changes in respect of prior periods 41.6 % 0.4 % 8.2 % Rate change 4.5 % 0.3 % 1.8 % Expenses not deductible for tax purposes 9.5 % ( 0.2 )% ( 9.4 )% Tax effect of short fall on share-based compensation 22.3 % ( 0.2 )% — Impairment losses not deductible for tax purposes — ( 15.8 )% — Gains and losses not subject to income tax ( 1.5 )% 0.2 % 0.6 % Withholding tax on unremitted earnings 8.7 % ( 0.1 )% — Foreign tax on capital gains — ( 0.4 )% — Movement in deferred tax not recognized 131.9 % ( 1.8 )% 1.4 % Movement in tax losses not recognized ( 7.0 )% 0.1 % — Foreign income taxed at different rates ( 31.8 )% 1.2 % 21.3 % Other ( 3.3 )% — 0.6 % Effective tax rate 198.4 % 2.7 % 43.5 % |
Schedule of Beginning and Ending of Gross Unrecognized Tax Positions | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for uncertain tax positions is as follows: For the Year Ended December 31, 2023 2022 2021 Beginning unrecognized tax benefits $ 16,769 $ 16,744 $ 18,784 Increases related to prior year tax positions - - 4,451 Decreases related to prior year tax positions ( 1,302 ) ( 66 ) ( 3,912 ) Increases related to current year tax provisions 464 562 589 Decreases related to current year tax positions - - ( 1,013 ) Decreases related to settlement with tax authorities ( 7,896 ) ( 471 ) ( 2,155 ) Closing unrecognized tax benefits $ 8,035 $ 16,769 $ 16,744 |
Schedule of Deferred Tax Assets and Liabilities | The principal components of deferred tax were as follows: For the Year Ended December 31, 2023 2022 Deferred tax assets: Property and equipment $ 9,688 $ 3,607 Intangible assets 83,800 127,556 Carry forward tax losses 136,303 146,358 Excess interest carry forward 104,999 101,547 Accrued and unpaid expenses 20,725 14,010 Financial instruments 7,844 10,465 Other 10,325 14,605 Total deferred tax assets 373,684 418,148 Valuation allowance ( 113,491 ) ( 92,019 ) Net deferred tax assets 260,193 326,129 Deferred tax liabilities: Property and equipment ( 6,661 ) ( 5,445 ) Intangible assets ( 277,537 ) ( 319,167 ) Other ( 10,427 ) ( 15,770 ) Total deferred tax liabilities ( 294,625 ) ( 340,382 ) Net deferred tax liabilities $ ( 34,432 ) $ ( 14,253 ) |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill are as follows: Merchant Solutions (3) Digital Wallets (4) Total December 31, 2021 $ 1,796,591 $ 1,853,446 $ 3,650,037 Additions (1) — 284,239 284,239 Purchase price adjustments (2) — ( 11,938 ) ( 11,938 ) Foreign exchange — ( 41,019 ) ( 41,019 ) Impairment ( 1,159,145 ) ( 723,042 ) ( 1,882,187 ) December 31, 2022 $ 637,446 $ 1,361,686 $ 1,999,132 Foreign exchange — 24,270 24,270 December 31, 2023 $ 637,446 $ 1,385,956 $ 2,023,402 (1) Additions to goodwill within the Digital Wallet segment related to SafetyPay (See Note 14). (2) Purchase price adjustments mainly related to deferred tax asset on SafetyPay net operating losses . (3) Accumulated impairment loss was $ 1,159,145 as of December 31, 2023 and 2022 and $ 0 as of December 31, 2021 within the Merchant Solutions segment. (4) Accumulated impairment loss was $ 723,042 as of December 31, 2023 and 2022 and $ 0 as of December 31, 2021 within the Digital Wallets segment. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of December 31, 2023 and 2022, the Company’s intangible assets consisted of the following: As of December 31, 2023 2022 Brands $ 168,508 $ 165,283 Software development costs 880,764 787,492 Customer relationships 1,541,507 1,505,839 Computer software 39,311 38,857 Gross carrying value 2,630,090 2,497,471 Brands 101,197 83,317 Software development costs 578,383 472,791 Customer relationships 756,463 624,756 Computer software 30,112 25,149 Accumulated amortization 1,466,155 1,206,013 Intangible assets, net $ 1,163,935 $ 1,291,458 |
Schedule of Estimated Amortization Expense of Intangible Assets | The estimated amortization expense of intangible assets for the next five years is as follows: 2024 257,964 2025 252,595 2026 198,254 2027 124,576 2028 58,500 |
Summary of Intangible Asset Acquired | Intangible assets acquired by the Company during the year ended December 31, 2023 and 2022 had the following expected weighted-average useful lives: 2023 2022 Brands n/a 5 years Software development costs 3 years 3 years Customer relationships 5 years 10 years Computer software 3 years 3 years Total weighted-average useful life 3.4 years 6.9 years |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | A summary of the Company’s property, plant and equipment is as follows: As of December 31, Estimated Useful Lives 2023 2022 Computer and communication equipment 2 - 5 $ 20,024 $ 23,502 Furniture and other equipment 3 - 5 17,125 12,555 Leasehold improvements 1 - 10 7,286 4,322 Accumulated depreciation ( 27,222 ) ( 28,432 ) Property, plant and equipment, net $ 17,213 $ 11,947 |
Allowance for credit losses (Ta
Allowance for credit losses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
Summary of Expected Credit Allowance Activity | The following table summarizes the expected credit allowance activity for customer accounts and other restricted cash; settlement receivables, net; accounts receivable, net; and financial guarantee contracts and other, for the years ended December 31, 2023 and 2022, and 2021: Customer accounts and other restricted cash Accounts receivable, net Settlement receivables, net (2) Financial guarantee contracts and other Total allowance for credit losses Balance at December 31, 2021 $ 673 $ 8,642 $ 4,049 $ 6,927 $ 20,291 Credit loss provision ( 641 ) 25,222 7,213 5,350 37,144 Write-offs — ( 22,929 ) ( 5,691 ) ( 126 ) ( 28,746 ) Other (1) ( 32 ) ( 377 ) ( 173 ) ( 85 ) ( 667 ) Balance at December 31, 2022 $ - $ 10,558 $ 5,398 $ 12,066 $ 28,022 Credit loss provision — 16,840 4,945 ( 693 ) 21,092 Write-offs — ( 21,966 ) ( 5,009 ) ( 67 ) ( 27,042 ) Other (1) — ( 192 ) ( 137 ) 344 15 Balance at December 31, 2023 $ - $ 5,240 $ 5,197 $ 11,650 $ 22,087 (1) Other mainly relates to the impact of foreign exchange. (2) During the year ended December 31, 2023 and 2022, amounts from freestanding credit enhancements related to Settlement receivables, net represented recoveries of $ 94 and expenses of $ 1,603 which are recorded in "Selling, general and administrative" in the Consolidated Statements of Comprehensive Loss. These amounts are not recognized against expected credit losses (See Note 1). |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The key terms of these facilities were as follows: Facility Currency Interest rate (1) Effective Interest Rate (2) Facility maturity date Principal outstanding at December 31, 2023 Principal outstanding at December 31, 2023 Term Loan Facility (USD) (3) USD USD SOFR + 0.11% (4) + 2.75% (0.5% floor) 7.4 % Jun-28 885,942 $ 885,942 Term Loan Facility (EUR) (5) EUR EURIBOR + 3.00% (0% floor) 5.6 % Jun-28 645,748 712,666 Secured Loan Notes (EUR) EUR 3.00% 3.2 % Jun-29 421,362 465,028 Secured Loan Notes (USD) USD 4.00% 4.2 % Jun-29 345,581 345,581 Revolving Credit Facility (USD) USD BASE + 0.10% (4) + 2.25% (0% floor) 7.7 % Dec-27 23,500 23,500 Revolving Credit Facility (EUR) EUR BASE + 2.25% (0% floor) 6.1 % Dec-27 11,000 12,140 Line of Credit USD Term SOFR (6) + 2.70% 8.1 % Jun-25 75,000 75,000 Total Principal Outstanding $ 2,519,857 (1) For facilities which utilize the EURIBOR and SOFR rates, a rate floor of 0 % and 0.5 % applies, respectively. (2) The effective interest rate is as of December 31, 2023. (3) Represents Term Loan Facility (USD) and USD Incremental Term Loan as defined under the current facilities. (4) Represents a credit spread adjustment to reflect the historical difference between LIBOR and SOFR. (5) Represent Term Loan Facility (EUR) and EUR Incremental Term Loan as defined under the current facilities. (6) The Term Secured Overnight Financing Rate ("Term SOFR") is the forward-looking term rate based on the SOFR. The Term SOFR is administered by the CME Group Benchmark Association Limited. |
Schedule of Long-Term Debt | As of December 31, 2023 2022 Principal outstanding $ 2,519,857 $ 2,658,023 Unamortized debt issuance cost ( 18,024 ) ( 14,564 ) Total 2,501,833 2,643,459 Short-term debt 10,190 10,190 Long-term debt $ 2,491,643 $ 2,633,269 |
Schedule of Maturities of Non Current Debt | Maturity requirements on non-current debt as of December 31, 2023 by year are as follows: Years ending December 31, 2024 $ 10,190 2025 85,190 2026 10,190 2027 45,830 2028 1,557,848 2029 and thereafter 810,609 Total $ 2,519,857 |
Accounts Payable and Other Li_2
Accounts Payable and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and other liabilities | Accounts payable and other liabilities is comprised of the following balances: As of December 31, 2023 2022 Accounts payable $ 49,670 $ 45,974 Other payables (1) 21,008 24,544 Accrued liabilities (2) 67,751 91,691 Payroll liabilities 35,646 33,186 Provisions and contingent liabilities (3) 28,624 46,134 Total $ 202,699 $ 241,529 (1) Other payables mainly consist of sales tax and value added tax payable and other miscellaneous payables. (2) Accrued liabilities mainly consist of the provision for customer payments, a majority of which was paid during the year ended December 31, 2023 (See Note 19) and general accrued expenses and external interest payable. (3) Provisions and contingent liabilities mainly consist of uncertain tax positions (See Note 4), allowance for credit losses related to financial guarantees and merchant overdrafts (See Note 8), and provisions recognized for certain litigation claims (See Note 19). |
Contingent and Deferred Consi_2
Contingent and Deferred Consideration Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Contingent And Deferred Consideration Payable [Abstract] | |
Schedule of Contingent Consideration Payable | Contingent and deferred consideration payable is comprised of the following balances: Total Balance at December 31, 2021 $ 30,815 Payments made during the year ( 19,834 ) Additions in the year 8,168 Fair value loss 9,075 Foreign exchange ( 1,078 ) Balance at December 31, 2022 $ 27,146 Payments made during the year ( 10,680 ) Additions in the year 958 Fair value loss 948 Foreign exchange 334 Balance at December 31, 2023 $ 18,706 Current portion of contingent and deferred consideration payable $ 11,828 Non-current portion of contingent and deferred consideration payable $ 6,878 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SafetyPay [Member] | |
Business Acquisition [Line Items] | |
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 during the year ended December 31, 2022. No purchase price adjustments were recorded during the year ended December 31, 2023. 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 businesses and the Company, the value of the employee workforce, new customer acquisitions and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill is not deductible for income tax purposes. Purchase price adjustments of $ 9,608 wer e recorded during the year ended December 31, 2022 (Note 5). |
Schedule of Unaudited Proforma Consolidated Revenues and Net Loss | The unaudited pro forma consolidated revenues and net loss for the Company for the year ended December 31, 2022 and 2021 were as follows, 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. Year Ended December 31, 2022 2021 Revenue $ 1,498,772 $ 1,518,021 Net loss (1) ( 1,855,983 ) ( 139,750 ) (1) The pro forma net loss for 2022 was adjusted to exclude the acquisition-related costs and include additional amortization and interest expense that would have been charged assuming the intangible assets and associated debt had been recorded as of January 1, 2021. The pro forma net loss for 2021 was adjusted to include the acquisition-related costs and additional amortization and interest expense that would have been charged assuming the intangible assets and debt had been recorded as of January 1, 2021. |
International Card Services ("ICS"), Orbis Ventures S.A.C. ("PagoEfectivo"), and ViaFintech [Member] | |
Business Acquisition [Line Items] | |
Schedule of Aggregate Purchase Price and Fair Value of Assets and Liabilities | The following table summarizes the aggregate purchase price and fair value of the assets and liabilities acquired on acquisitions during the year ended December 31, 2021 as described above which are considered material business combinations in the aggregate. Cash consideration $ 285,166 Contingent and deferred consideration payable (1) 25,781 Other adjustments for working capital ( 1,656 ) Total purchase price $ 309,291 Cash and cash equivalents 21,646 Prepaid expenses and other current assets 460 Trade and other receivables (2) 3,596 Deferred tax assets 74 Property, plant and equipment 216 Intangible assets (3) 129,036 Other assets - non-current 337 Trade and other payables ( 24,101 ) Deferred tax liability ( 38,093 ) Net assets acquired $ 93,171 Goodwill (4) $ 216,120 (1) Payable in cash subject to the future financial performance of the acquisitions. Represents the maximum amount of possible payments recognized as of the acquisition date. See Note 17, Fair Value Measurements for further details on our fair value methodology with respect to the contingent and deferred consideration payable. (2) Gross contractual amounts receivable are equal to their book value where appropriate. (3) Intangible assets are primarily comprised of customer relationships, brands, and computer software. (4) Goodwill was primarily attributed to the expected synergies between the acquired businesses and the Company, the value of the employee workforce, new customer acquisitions and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill is not deductible for income tax purposes. Purchase price adjustments of $ 2,330 were recorded during the year ended December 31, 2022 (Note 5). |
Schedule of Unaudited Proforma Consolidated Revenues and Net Loss | These pro forma results are presented for informational purposes only and are not indicative of future operations or results that would have been achieved had the acquisitions been completed as of January 1, 2020. Year Ended December 31, 2021 2020 Revenue $ 1,514,581 $ 1,449,217 Net loss (1) ( 117,765 ) ( 142,420 ) (1) The pro forma net loss for 2021 was adjusted to exclude the acquisition-related costs and include additional amortization and interest expense that would have been charged assuming the intangible assets and associated debt had been recorded as of January 1, 2020. The pro forma net loss for 2020 was adjusted to include the acquisition-related costs and additional amortization and interest expense that would have been charged assuming the intangible assets and debt had been recorded as of January 1, 2020. |
Share-based payments (Tables)
Share-based payments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity during the year ended December 31, 2023. Restricted Stock Units Weighted Nonvested as of December 31, 2022 2,859,385 $ 45.95 Granted (1) 2,076,535 $ 16.31 Vested ( 1,448,326 ) $ 32.90 Forfeited ( 702,719 ) $ 41.75 Performance adjustments (2) 75,183 n/a Nonvested as of December 31, 2023 2,860,058 $ 27.43 (1) Represents RSUs and PRSUs based on performance target achievement of 100 %. (2) Represents the adjustment to the number of PRSUs vested based on actual performance compared to target. |
Summary of Stock Options, Valuation Assumptions | The following table shows the key assumptions used in the valuation: For the year ended December 31, 2022 Expected term 6.0 Expected volatility 32.0 % Risk free interest rate 3.0 % Dividend yield 0 % Weighted average exercise price $ 52.38 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy of Financial Instruments | The fair value hierarchy of financial instruments measured at fair value as of December 31, 2023 is provided below. Level 1 Level 2 Level 3 Financial assets measured at fair value: Derivative financial asset — 10,427 — $ — $ 10,427 $ — Financial liabilities measured at fair value: Contingent consideration payable $ — $ — $ 18,706 Warrant liabilities 1,423 — — Liability for share-based compensation (1) — — 5,809 $ 1,423 $ — $ 24,515 The fair value hierarchy of financial instruments measured at fair value as of December 31, 2022 is provided below. Level 1 Level 2 Level 3 Financial assets measured at fair value: Derivative financial asset $ — $ 17,321 $ — $ — $ 17,321 $ — Financial liabilities measured at fair value: Contingent consideration payable $ — $ — $ 27,146 Warrant liabilities 3,094 — — Liability for share-based compensation (1) — — 16,342 $ 3,094 $ — $ 43,488 (1) As of December 31, 2023 and 2022, the liability for share-based compensation relates to the share-based compensation awards modified in connection with the Transaction (Note 2). In addition, as of December 31, 2022, the balance also includes a liability for certain performance awards to be issued in a variable number of shares (Note 16). |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The valuation techniques and significant unobservable inputs used in determining the fair value measurement of Level 3 financial instruments is set out in the table below. Other than this input, a reasonably possible change in one or more of the unobservable inputs listed below would not materially change the fair value of financial instruments listed below. Financial instrument Valuation technique used Significant unobservable inputs Contingent consideration payable Discounted cashflow Discount rate of 5.54 % Liability for share-based compensation Market and income approach Discount rate of 16.5 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | Components of lease expense are as follows: For the year ended December 31, 2023 2022 2021 Operating lease expense $ 8,937 $ 7,034 $ 9,523 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: For the year ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 8,294 $ 7,769 $ 9,357 Leased assets obtained in exchange for new operating lease liabilities $ 498 $ 9,248 $ 2,314 |
Schedule of Weighted-Average Remaining Lease Term and Discount Rate | Weighted-average remaining lease term and discount rate for our operating leases are as follows: As of December 31, 2023 2022 2021 Weighted-average remaining lease term 5.4 years 6.2 years 5.1 years Weighted-average discount rate 6.3 % 4.2 % 4.6 % |
Schedule of Maturities of Lease Liabilities | As of December 31, 2023, maturities of lease liabilities on an undiscounted cash flow basis were as follows: 2024 8,446 2025 6,208 2026 4,495 2027 3,163 2028 453 2029 and beyond 6,954 Total lease payments 29,719 Less: interest ( 4,523 ) Total lease liability $ 25,196 Current portion of lease liability 8,233 Non-current portion of lease liability 16,963 |
Other Income, Net (Tables)
Other Income, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Summary of amounts recorded in Other income, net | A summary of the amounts recorded in Other income, net is as follows: For the year ended December 31, 2023 2022 2021 Foreign exchange (loss) / gain $ ( 7,434 ) $ 38,289 $ 7,122 Fair value (loss) / gain on contingent consideration ( 948 ) ( 9,075 ) 13,443 Fair value gain on warrant liability (1) 1,671 32,481 222,611 Gain on derivative instruments (2) 3,314 17,458 1,611 Gain on debt repurchases 10,758 11,534 — Other (3) 5,720 ( 6,909 ) ( 5,126 ) Other income, net $ 13,081 $ 83,778 $ 239,661 (1) The Company accounts for warrants as derivative liabilities. The warrants were initially recorded at fair value based on the public warrants listed trading price and are subsequently remeasured at the balance sheet date with the changes in fair value recognized in the Consolidated Statements of Comprehensive Loss. (2) Gain on derivative instruments includes the non-cash fair value gain /loss on the instruments and the cash payments and receipts on derivatives. (3) Mainly relates to finance income, offset by certain banking fees and loss due to write-off of related party receivables in the prior year. |
Operating Segments (Tables)
Operating Segments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The Company earns revenue from the sale of Merchant Solutions and Digital Wallets services. The information below summarizes revenue and Adjusted EBITDA by segment for the year ended December 31, 2023: Merchant Solutions Digital Wallets Corporate (1) Intersegment Total Total external revenue $ 864,816 $ 697,341 $ 1,562,157 Interest revenue $ 1,792 $ 37,189 $ 38,981 Intersegment revenue (2) $ 11,738 $ 139 $ ( 11,877 ) $ - Total Revenue $ 878,346 $ 734,669 $ — $ ( 11,877 ) $ 1,601,138 Adjusted EBITDA $ 222,154 $ 318,706 $ ( 82,197 ) $ - $ 458,663 The information below summarizes revenue and Adjusted EBITDA by segment for the year ended December 31, 2022: Merchant Solutions Digital Wallets Corporate (1) Intersegment Total Total external revenue $ 809,751 $ 680,587 $ — $ — $ 1,490,338 Interest revenue $ 221 $ 5,578 $ — $ — $ 5,799 Intersegment revenue (2) $ 7,381 $ - $ — $ ( 7,381 ) $ - Total Revenue $ 817,353 $ 686,165 $ — $ ( 7,381 ) $ 1,496,137 Adjusted EBITDA $ 200,304 $ 289,413 $ ( 79,766 ) $ - $ 409,951 The information below summarizes revenue and Adjusted EBITDA by segment for the year ended December 31, 2021: Merchant Solutions Digital Wallets Corporate (1) Intersegment Total Total external revenue $ 736,969 $ 748,725 $ — $ — $ 1,485,694 Interest revenue $ 19 $ 1,300 $ — $ — $ 1,319 Intersegment revenue (2) $ 8,356 $ - $ — $ ( 8,356 ) $ - Total Revenue $ 745,344 $ 750,025 $ — $ ( 8,356 ) $ 1,487,013 Adjusted EBITDA $ 186,878 $ 332,090 $ ( 75,070 ) $ - $ 443,898 (1) Corporate consists of corporate overhead and unallocated shared costs of people and other resources consumed in activities that provide a benefit across the Company. (2) Intersegment revenue and related eliminations are primarily for processing of credit card transactions and deposits between segments. |
Reconciliation Of Revenue From Segments | A reconciliation of total segments Adjusted EBITDA to the Company’s loss from operations before taxes is as follows: Year Ended December 31, 2023 2022 2021 Segments Adjusted EBITDA $ 540,860 $ 489,717 $ 518,968 Corporate costs ( 82,197 ) ( 79,766 ) ( 75,070 ) Depreciation and amortization ( 263,433 ) ( 266,819 ) ( 261,372 ) Share-based compensation ( 28,873 ) ( 62,354 ) ( 101,770 ) Impairment expense on goodwill and intangible assets ( 1,254 ) ( 1,887,223 ) ( 324,145 ) Restructuring and other costs ( 6,061 ) ( 64,132 ) ( 25,883 ) Loss on disposal of subsidiaries and other assets, net ( 386 ) ( 1,359 ) - Other income, net 13,081 83,778 239,661 Interest expense, net ( 151,148 ) ( 126,628 ) ( 165,827 ) Income / (loss) before taxes $ 20,589 $ ( 1,914,786 ) $ ( 195,438 ) |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Area | The information below summarizes revenue by geographic area for the years ended December 31, 2023, 2022 and 2021. Year Ended December 31, 2023 2022 2021 United States of America $ 824,919 $ 774,050 $ 683,338 Germany 102,639 103,488 127,119 United Kingdom 27,450 28,896 52,263 All other countries (1) 607,149 583,904 622,974 Revenue from external customers $ 1,562,157 $ 1,490,338 $ 1,485,694 (1) No single country included in the “All other countries” category generated more than 10 % of revenues. The revenue included within this category is predominately earned in Latin America, North America and Europe. The Company has no single customer contributing 10% or more of the Company’s revenue in the period. The information below summarizes long-lived assets, net by geographic area for the years ended December 31, 2023 and 2022. Year Ended December 31, 2023 2022 United States of America $ 14,909 $ 10,774 United Kingdom 11,968 11,768 Bulgaria 5,236 8,109 Canada 4,159 5,800 Austria 952 7,354 All other countries (1) 2,109 3,651 Total long lived assets, net $ 39,333 $ 47,456 (1) No single country included in the All other countries category generated more than 10 % of total long lived assets. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) Businessday $ / shares | Dec. 12, 2022 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Property Plant And Equipment [Line Items] | |||||
Date of incorporation | Jul. 15, 2020 | ||||
Stockholders' equity, reverse stock split | 1-for-12 | ||||
Stock issued during period, shares, reverse stock splits | shares | 0 | ||||
Common stock, par value | $ / shares | $ 0.012 | $ 0.012 | $ 0.012 | $ 0.012 | |
Cash held in escrow | $ 387,456 | ||||
Number of business days | Businessday | 5 | ||||
Lessee, option to extend | the lease term for an additional five years. | ||||
Lessee, option to terminate | Certain leases also include the option to terminate the lease within one year. | ||||
Variable lease expense | $ 0 | $ 0 | 0 | ||
Expected life of the intangible asset | 3 years 4 months 24 days | 3 years 4 months 24 days | 6 years 10 months 24 days | ||
Business acquisition payments related to contingent consideration description | Payments related to contingent consideration made on or within three months of the business combination date is viewed as an extension of the business combination, and such payments are classified as investing activities in the Consolidated Statements of Cash Flows. Payments that are made more than three months after business combination date to settle the contingent consideration liability recognized at fair value as of the acquisition date (including measurement-period adjustments) less payments made on or within three months of the business combination date are classified as financing activities in the Consolidated Statements of Cash Flows. Payments that are made more than three months after business combination date that exceed those classified as financing activities are classified as operating activities in the Consolidated Statements of Cash Flows. There were no business combinations for the year end December 31, 2023. Refer to Note 14 for prior year business combinations. | ||||
Contractual agreement description | The Company does not contract directly with consumers within our Merchant Solutions segment; as such, our contracts in this segment are all written contractual agreements primarily in two main categories. The first category includes contracts with our sponsor banks and processing partners, which are typically long-term contractual relationships with durations of 5 years, but continuing in effect with automatic renewals of one year or longer. These agreements usually have termination clauses requiring written notice and 90 to 180-day notice periods. The second category is our contracts with merchants. The contracts with merchants are tri-party agreements, usually between the Company, the merchants and sponsor banks with durations of three years followed by annual auto-renewals at the end of the terms. Termination clauses generally require 30 days written notice and can be terminated without significant penalty. While the duration of contacts may differ, the primary source of revenue is consistent across segments and consumer base. | ||||
Consumer Contractual Agreements Description | The Company’s consumer facing contracts have online terms and conditions that the consumers agree on as terms of business; these are typically open ended and can be terminated without penalty by either party. Therefore, these contracts are essentially defined at the transaction level and there is no commitment to provide further services beyond the services already provided. Our merchant contracts in the Digital Wallets segment are formal written contractual agreements with merchants who accept our services on their platforms. These contracts are longer-term relationships structured as open-ended contracts and are typically cancellable by either party with 30 to 60-day written notice without significant penalty. | ||||
Sales commission cost amortization period | 1 year | ||||
Deferred equity costs | $ 0 | $ 0 | |||
Defined contribution plans | 5,582 | $ 5,654 | 5,782 | ||
Advertising expense | $ 38,833 | 35,280 | 38,509 | ||
Income tax examination, likelihood of unfavorable settlement | The income tax effects from an uncertain tax position are recognized when it is more likely than not that the position will be sustained based on its technical merits and consideration of the tax authorities widely understood administrative practices and precedents. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized upon settlement. | ||||
Material transfers of account balances | $ 0 | 0 | |||
Share-based compensation description | These awards are subject to a service condition or a performance condition. The awards with a service condition vest ratably over three years and the share-based compensation expense is recognized over this requisite service period using the straight-line method. The awards with a performance condition vest at the end of one- or three-years and the number of stock units that vest is variable depending upon the probability of achievement of certain internal performance targets and may vest between 0% and 200% of the target share amount. Share-based compensation expense for these awards are recognized over the requisite service period and as the performance targets are considered probable of being achieved. | ||||
Options contractual term | 10 years | ||||
Options vesting period, description | vest annually in equal increments over three years | ||||
Skrill USA | |||||
Property Plant And Equipment [Line Items] | |||||
Percentage of equity interest acquired in Skrill USA | 100% | 100% | |||
Software Development Cost | |||||
Property Plant And Equipment [Line Items] | |||||
Research and Development Expense | $ 7,278 | 7,377 | $ 8,574 | ||
SafetyPay [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Business combination, acquisition related cost | $ 0 | $ 13,863 | |||
Minimum | |||||
Property Plant And Equipment [Line Items] | |||||
Remaining lease terms | 1 year | 1 year | |||
Expected life of the intangible asset | 3 years | 3 years | |||
Maximum | |||||
Property Plant And Equipment [Line Items] | |||||
Remaining lease terms | 10 years | 10 years | |||
Expected life of the intangible asset | 10 years | 10 years |
Basis of presentation and sum_5
Basis of presentation and summary of significant accounting policies - Schedule of changes in presentation consolidated statements of cash flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
As Previously Reported [Member] | ||
Cash flows from operating activities | ||
Settlement receivables, net | $ (11,978) | $ 58,896 |
Funds payable and amounts due to customers | 698,855 | (95,890) |
Net cash flows provided by operating activities | 924,078 | 224,468 |
Cash flows from financing activities | ||
Settlement funds - merchants and customers, net | 0 | 0 |
Net cash provided by financing activities | (80,542) | 483,281 |
Adjustment [Member] | ||
Cash flows from operating activities | ||
Settlement receivables, net | 11,978 | (58,896) |
Funds payable and amounts due to customers | (698,855) | 95,890 |
Net cash flows provided by operating activities | (686,877) | 36,994 |
Cash flows from financing activities | ||
Settlement funds - merchants and customers, net | 686,877 | (36,994) |
Net cash provided by financing activities | 686,877 | (36,994) |
As Adjusted [Member] | ||
Cash flows from operating activities | ||
Settlement receivables, net | 0 | 0 |
Funds payable and amounts due to customers | 0 | 0 |
Net cash flows provided by operating activities | 237,201 | 261,462 |
Cash flows from financing activities | ||
Settlement funds - merchants and customers, net | 686,877 | (36,994) |
Net cash provided by financing activities | $ 606,335 | $ 446,287 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Settlement Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Third party payment processors | $ 86,515 | $ 75,573 |
Distribution partners | 84,709 | 72,201 |
Total | $ 171,224 | $ 147,774 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Property Plant and Equipment (Details) | Dec. 31, 2023 |
Computer and Communication Equipment [Member] | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property, plant and equipment | 2 years |
Computer and Communication Equipment [Member] | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property, plant and equipment | 5 years |
Furniture and Other Equipment [Member] | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property, plant and equipment | 3 years |
Furniture and Other Equipment [Member] | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property, plant and equipment | 5 years |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Property, Plant and Equipment, Net |
Leasehold Improvements [Member] | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property, plant and equipment | 1 year |
Leasehold Improvements [Member] | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property, plant and equipment | 10 years |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Finite-Lived Intangible Assets (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 3 years 4 months 24 days | 6 years 10 months 24 days |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 3 years | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 10 years | |
Brands | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 3 years | |
Brands | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 14 years | |
Computer Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 3 years | 3 years |
Computer Software [Member] | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 3 years | |
Computer Software [Member] | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 10 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 5 years | 10 years |
Customer Relationships [Member] | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 2 years | |
Customer Relationships [Member] | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 15 years |
Reorganization and Recapitali_2
Reorganization and Recapitalization (the "Transaction") - Additional Information (Details) $ / shares in Units, € in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Dec. 12, 2022 $ / shares | |
Business Acquisition [Line Items] | ||||||
Common Stock, Shares, Issued | shares | 60,788,816 | 61,719,443 | 60,788,816 | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.012 | $ 0.012 | $ 0.012 | $ 0.012 | ||
Payments to acquire businesses, gross | $ 0 | $ 424,722 | $ 263,520 | |||
Capitalized Debt Fees | 21,724 | |||||
Share-based compensation | 28,873 | 62,354 | 101,770 | |||
Liability reduced by fair value adjustment | 3,707 | |||||
Share-based compensation, modification and re measurement | 6,550 | |||||
Liability for share-based compensation | $ 9,237 | 5,809 | $ 9,237 | |||
Reclassification from additional paid-in capital | $ 5,123 | |||||
Preferred stock, shares authorized | shares | 233,333,333 | |||||
Initial share-based compensation liability | $ 13,124 | |||||
USD First Lien Term Loan [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Repayments of secured debt | 416,700 | |||||
EUR First Lien Term Loan [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Repayments of secured debt | € | € 204,500 | |||||
USD Second Lien Term Loan [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Repayments of secured debt | 250,000 | |||||
EUR Second Lien Term Loan [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Repayments of secured debt | € | € 212,459 | |||||
Share based compensation [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Share-based compensation | $ 71,630 | |||||
Pi Jersey [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from issuance of common stock | 2,000,000 | |||||
Cash Consideration for acquisition | 2,448,799 | |||||
Net proceeds from the Merger | $ 1,616,673 | |||||
Warrant [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Warrants outstanding | shares | 53,900,329 | |||||
Number of shares that eligible to be purchased with each warrant | shares | 1 | |||||
Common stock, per share | $ / shares | $ 138 | |||||
Date from which warrants is exercisable | Aug. 21, 2021 | |||||
Private Warrants Held by Related Party | $ 0 | |||||
PIPE Investment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common Stock, Shares, Issued | shares | 200,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 10 | |||||
Proceeds from issuance of common stock | $ 2,000,000 | |||||
Incremental costs | $ 151,722 | |||||
Blackstone and CVC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Internal performance targets | 50% | |||||
FTAC Founder | ||||||
Business Acquisition [Line Items] | ||||||
Redemption of shares, percentage | 100% | |||||
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 | |||||
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] | ||||||
Common unit, issued | shares | 20,893,780 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to the Company - Schedule of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator | |||
Net loss attributable to the Company - basic | $ (20,251) | $ (1,862,655) | $ (110,954) |
Net loss attributable to the Company - diluted | $ (20,251) | $ (1,862,655) | $ (110,954) |
Denominator | |||
Weighted average shares – basic | 61,434,238 | 60,519,640 | 60,309,384 |
Weighted average shares – diluted | 61,434,238 | 60,519,640 | 60,309,384 |
Net loss per share attributable to the Company | |||
Basic | $ (0.33) | $ (30.78) | $ (1.84) |
Diluted | $ (0.33) | $ (30.78) | $ (1.84) |
Taxation - Schedule of Componen
Taxation - Schedule of Components Loss Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
United Kingdom | $ 24,130 | $ (620,591) | $ (447,808) |
United States | (80,969) | (993,786) | (73,789) |
Foreign Other | 77,428 | (300,409) | 326,159 |
Income / (loss) from operations before taxes | $ 20,589 | $ (1,914,786) | $ (195,438) |
Taxation - Schedule of Income T
Taxation - Schedule of Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
United Kingdom | $ (3,447) | $ 4,638 | $ (4,364) |
United States | 2,247 | 3,004 | (25,926) |
Foreign Other | 22,348 | 22,732 | 42,173 |
Total | 21,148 | 30,374 | 11,883 |
Deferred: | |||
United Kingdom | 15,764 | (25,416) | (90,345) |
United States | 11,395 | (52,225) | 4,468 |
Foreign Other | (7,467) | (5,235) | (11,116) |
Total | 19,692 | (82,876) | (96,993) |
Income tax expense / (benefit) | $ 40,840 | $ (52,502) | $ (85,110) |
Taxation - Additional Informati
Taxation - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Taxation [Line Items] | ||||
Effective tax rate | 198.40% | 2.70% | 43.50% | |
Unrecognized tax benefits | $ 8,035 | $ 16,769 | $ 16,744 | $ 18,784 |
Unrecognized tax benefits, interest on income taxes accrued | 2,630 | 1,620 | 1,276 | |
Unrecognized tax benefits, income tax penalties accrued | 134 | 164 | 166 | |
Amount of taxable temporary differences | 725,029 | 680,616 | 811,957 | |
Unrecognized deferred income tax liability, temporary difference amount | 3,706 | 2,720 | 2,441 | |
Deferred tax assets | 77,273 | 104,538 | ||
Deferred tax assets | 77,273 | 104,538 | ||
Net deferred tax assets | 260,193 | 326,129 | ||
Deferred tax assets | 182,920 | 221,591 | ||
Gross deferred tax liability | 294,625 | 340,382 | ||
Deferred tax liabilities | 111,705 | 118,791 | ||
Net operating loss carry forwards | 529,742 | 554,695 | 508,434 | |
Deferred tax assets, valuation allowance | 113,491 | 92,019 | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | 21,472 | 40,043 | ||
Minimum [Member] | Taxable Entities | ||||
Taxation [Line Items] | ||||
Net deferred tax assets | 182,920 | 221,591 | ||
Maximum [Member] | Taxable Entities | ||||
Taxation [Line Items] | ||||
Net deferred tax assets | 260,193 | 326,129 | ||
Expire Between December 31, 2023 and December 31, 2050 | ||||
Taxation [Line Items] | ||||
Net operating loss carry forwards | 172,698 | |||
No Expiration Date | ||||
Taxation [Line Items] | ||||
Net operating loss carry forwards | 357,044 | |||
United Kingdom | ||||
Taxation [Line Items] | ||||
Amount of taxable temporary differences | 55,059 | 27,792 | 0 | |
Unrecognized deferred income tax liability, temporary difference amount | $ 2,812 | $ 1,390 | $ 0 |
Taxation - Schedule of Effectiv
Taxation - Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
United Kingdom corporate tax rate | 23.50% | 19% | 19% |
Changes in respect of prior periods | 41.60% | 0.40% | 8.20% |
Rate change | 4.50% | 0.30% | 1.80% |
Expenses not deductible for tax purposes | 9.50% | (0.20%) | (9.40%) |
Tax effect of short fall on share-based compensation | 22.30% | (0.20%) | 0% |
Impairment losses not deductible for tax purposes | 0% | (15.80%) | 0% |
Gains and losses not subject to income tax | (1.50%) | 0.20% | 0.60% |
Withholding tax on unremitted earnings | 8.70% | (0.10%) | 0% |
Foreign tax on capital gains | 0% | (0.40%) | 0% |
Movement in deferred tax not recognized | 131.90% | (1.80%) | 1.40% |
Movement in tax losses not recognized | (7.00%) | 0.10% | 0% |
Foreign income taxed at different rates | (31.80%) | 1.20% | 21.30% |
Other | (3.30%) | 0% | 0.60% |
Effective tax rate | 198.40% | 2.70% | 43.50% |
Taxation - Schedule of Beginnin
Taxation - Schedule of Beginning and Ending of Gross Unrecognized Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in unrecognized tax benefits | |||
Beginning unrecognized tax benefits | $ 16,769 | $ 16,744 | $ 18,784 |
Increases related to prior year tax positions | 0 | 0 | 4,451 |
Decreases related to prior year tax positions | (1,302) | (66) | (3,912) |
Increases related to current year tax provisions | 464 | 562 | 589 |
Decreases related to current year tax positions | 0 | 0 | (1,013) |
Decreases related to settlement with tax authorities | (7,896) | (471) | (2,155) |
Closing unrecognized tax benefits | $ 8,035 | $ 16,769 | $ 16,744 |
Taxation - Schedule of Deferred
Taxation - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Property and equipment | $ 9,688 | $ 3,607 |
Intangible assets | 83,800 | 127,556 |
Carry forward tax losses | 136,303 | 146,358 |
Excess interest carry forward | 104,999 | 101,547 |
Accrued and unpaid expenses | 20,725 | 14,010 |
Financial instruments | 7,844 | 10,465 |
Other | 10,325 | 14,605 |
Total deferred tax assets | 373,684 | 418,148 |
Valuation allowance | (113,491) | (92,019) |
Net deferred tax assets | 260,193 | 326,129 |
Deferred tax liabilities: | ||
Property and equipment | (6,661) | (5,445) |
Intangible assets | (277,537) | (319,167) |
Other | (10,427) | (15,770) |
Total deferred tax liabilities | (294,625) | (340,382) |
Net deferred tax liabilities | $ (34,432) | $ (14,253) |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Goodwill [Line Items] | |||||
Beginning balance | $ 1,999,132 | $ 3,650,037 | |||
Additions | [1] | 284,239 | |||
Purchase price adjustment | [2] | (11,938) | |||
Foreign exchange | 24,270 | (41,019) | |||
Impairment | (1,882,187) | ||||
Ending balance | 2,023,402 | 1,999,132 | $ 3,650,037 | ||
Merchant Solutions | |||||
Goodwill [Line Items] | |||||
Beginning balance | [3] | 637,446 | 1,796,591 | ||
Additions | [1],[3] | 0 | |||
Purchase price adjustment | [2],[3] | 0 | |||
Foreign exchange | [3] | 0 | 0 | ||
Impairment | 0 | (1,159,145) | [3] | 0 | |
Ending balance | [3] | 637,446 | 637,446 | 1,796,591 | |
Digital Wallets | |||||
Goodwill [Line Items] | |||||
Beginning balance | [4] | 1,361,686 | 1,853,446 | ||
Additions | [1],[4] | 284,239 | |||
Purchase price adjustment | [2],[4] | (11,938) | |||
Foreign exchange | [4] | 24,270 | (41,019) | ||
Impairment | 0 | (723,042) | [4] | 0 | |
Ending balance | [4] | $ 1,385,956 | $ 1,361,686 | $ 1,853,446 | |
[1] Additions to goodwill within the Digital Wallet segment related to SafetyPay (See Note 14). Purchase price adjustments mainly related to deferred tax asset on SafetyPay net operating losses Accumulated impairment loss was $ 1,159,145 as of December 31, 2023 and 2022 and $ 0 as of December 31, 2021 within the Merchant Solutions segment. Accumulated impairment loss was $ 723,042 as of December 31, 2023 and 2022 and $ 0 as of December 31, 2021 within the Digital Wallets segment. |
Goodwill - Schedule of Change_2
Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Digital Wallets | |||
Goodwill [Line Items] | |||
Goodwill, impaired, accumulated impairment loss | $ 723,042 | $ 723,042 | $ 0 |
Merchant Solutions | |||
Goodwill [Line Items] | |||
Goodwill, impaired, accumulated impairment loss | $ 1,159,145 | $ 1,159,145 | $ 0 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Goodwill [Line Items] | ||||
Goodwill impairment | $ 1,882,187 | |||
Merchant Solutions | ||||
Goodwill [Line Items] | ||||
Goodwill impairment | $ 0 | 1,159,145 | [1] | $ 0 |
Digital Wallets | ||||
Goodwill [Line Items] | ||||
Goodwill impairment | $ 0 | $ 723,042 | [2] | $ 0 |
[1] Accumulated impairment loss was $ 1,159,145 as of December 31, 2023 and 2022 and $ 0 as of December 31, 2021 within the Merchant Solutions segment. Accumulated impairment loss was $ 723,042 as of December 31, 2023 and 2022 and $ 0 as of December 31, 2021 within the Digital Wallets segment. |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,630,090 | $ 2,497,471 |
Less accumulated amortization on: | ||
Accumulated amortization of intangible assets | 1,466,155 | 1,206,013 |
Less accumulated impairment on: | ||
Intangible assets, net | 1,163,935 | 1,291,458 |
Brands [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 168,508 | 165,283 |
Less accumulated amortization on: | ||
Accumulated amortization of intangible assets | 101,197 | 83,317 |
Software development costs [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 880,764 | 787,492 |
Less accumulated amortization on: | ||
Accumulated amortization of intangible assets | 578,383 | 472,791 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 1,541,507 | 1,505,839 |
Less accumulated amortization on: | ||
Accumulated amortization of intangible assets | 756,463 | 624,756 |
Computer Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 39,311 | 38,857 |
Less accumulated amortization on: | ||
Accumulated amortization of intangible assets | $ 30,112 | $ 25,149 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets recorded related to acquisitions | $ 31,393 | $ 64,606 | |
Intangible assets recorded related to business combinations | 0 | 223,300 | |
Amortization expense on intangible assets | 256,367 | 260,328 | $ 252,202 |
Selling, General and Administrative Expense | 508,136 | 534,515 | 545,107 |
Impairment loss | 324,145 | ||
Unpaid capital expenditure purchased | 384 | 852 | $ 4,123 |
Software development costs [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Impairment expense | $ 1,254 | $ 5,036 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization Expense of Intangible Assets (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 257,964 |
2025 | 252,595 |
2026 | 198,254 |
2027 | 124,576 |
2028 | $ 58,500 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Asset Acquired (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Total weighted-average useful life | 3 years 4 months 24 days | 6 years 10 months 24 days |
Brands [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Total weighted-average useful life | 5 years | |
Software development costs [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Total weighted-average useful life | 3 years | 3 years |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Total weighted-average useful life | 5 years | 10 years |
Computer Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Total weighted-average useful life | 3 years | 3 years |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Accumulated depreciation | $ (27,222) | $ (28,432) |
Property, plant and equipment, net | 17,213 | 11,947 |
Computer And Communication Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment | $ 20,024 | 23,502 |
Computer And Communication Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful lives of property, plant and equipment | 2 years | |
Computer And Communication Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful lives of property, plant and equipment | 5 years | |
Furniture And Other Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment | $ 17,125 | 12,555 |
Furniture And Other Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful lives of property, plant and equipment | 3 years | |
Furniture And Other Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful lives of property, plant and equipment | 5 years | |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment | $ 7,286 | $ 4,322 |
Leasehold Improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful lives of property, plant and equipment | 1 year | |
Leasehold Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful lives of property, plant and equipment | 10 years |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 7,778 | $ 6,491 | $ 9,170 |
Part of selling, general and administrative expenses | $ 712 |
Allowance for credit losses - S
Allowance for credit losses - Summary of Expected Credit Allowance Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Beginning balance | $ 28,022 | $ 20,291 | |
Credit loss expense / (recovery) | 21,092 | 37,144 | |
Write-offs | (27,042) | (28,746) | |
Other | [1] | 15 | (667) |
Ending balance | 22,087 | 28,022 | |
Customer Accounts and Other Restricted Cash | |||
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Beginning balance | 0 | 673 | |
Credit loss expense / (recovery) | 0 | (641) | |
Write-offs | 0 | 0 | |
Other | [1] | 0 | (32) |
Ending balance | 0 | 0 | |
Accounts Receivable, Net | |||
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Beginning balance | 10,558 | 8,642 | |
Credit loss expense / (recovery) | 16,840 | 25,222 | |
Write-offs | (21,966) | (22,929) | |
Other | [1] | (192) | (377) |
Ending balance | 5,240 | 10,558 | |
Settlement Receivables, Net | |||
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Beginning balance | [2] | 5,398 | 4,049 |
Credit loss expense / (recovery) | [2] | 4,945 | 7,213 |
Write-offs | [2] | (5,009) | (5,691) |
Other | [1],[2] | (137) | (173) |
Ending balance | [2] | 5,197 | 5,398 |
Financial Guarantee Contracts and Other | |||
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Beginning balance | 12,066 | 6,927 | |
Credit loss expense / (recovery) | 693 | 5,350 | |
Write-offs | (67) | (126) | |
Other | [1] | 344 | (85) |
Ending balance | $ 11,650 | $ 12,066 | |
[1] Other mainly relates to the impact of foreign exchange. During the year ended December 31, 2023 and 2022, amounts from freestanding credit enhancements related to Settlement receivables, net represented recoveries of $ 94 and expenses of $ 1,603 which are recorded in "Selling, general and administrative" in the Consolidated Statements of Comprehensive Loss. These amounts are not recognized against expected credit losses (See Note 1). |
Allowance for credit losses -_2
Allowance for credit losses - Summary of Expected Credit Allowance Activity (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Credit Loss [Abstract] | ||
Recoveries from Freestanding Credit Enhacements | $ 94 | $ 1,603 |
Debt - Additional Information (
Debt - Additional Information (Details) € in Thousands, $ in Thousands | 12 Months Ended | |||||||||
Jun. 28, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 EUR (€) | Dec. 31, 2021 EUR (€) | Jun. 28, 2021 EUR (€) | Dec. 31, 2020 EUR (€) | |
Debt Instrument [Line Items] | ||||||||||
Term loan | $ 628,000 | € 435,000 | ||||||||
Repayment of loans and borrowings | $ 121,724 | $ 148,919 | $ 3,433,206 | |||||||
Debt fee Captilization | 21,724 | |||||||||
Line of credit | 75,000 | 75,000 | ||||||||
Committed to future repurchases | 12,446 | |||||||||
Face value amount | 12,776 | |||||||||
Proceeds under line of credit | 900,000 | 796,600 | 600,000 | |||||||
Repayment of line of credit | 900,000 | 771,600 | 600,000 | |||||||
Voluntary prepayment | 9,434 | |||||||||
Principal Outstanding | 2,519,857 | 2,658,023 | ||||||||
Amortization expense on deferred debt issuance costs | 151,148 | 126,628 | 165,827 | |||||||
Gain on loan note repurchase | 10,758 | 11,534 | 0 | |||||||
Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument issued | 400,000 | 435,000 | ||||||||
Repurchased Amount | 24,837 | 43,200 | ||||||||
Gain on loan note repurchase | 10,758 | 11,534 | ||||||||
Line of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit | 75,000 | |||||||||
Interest Expense | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | 40,538 | |||||||||
First Lien Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment of loans and borrowings | 416,700 | |||||||||
Aggregate debt amount, borrowed | 1,018,000 | 710,000 | ||||||||
Second Lien Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment of loans and borrowings | $ 250,000 | $ 250,000 | ||||||||
New Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term loan | 1,540,000 | |||||||||
Credit facility available balance | $ 225,000 | |||||||||
Percentage of reporting date exceeds of total new revolving credit facility | 40% | 40% | ||||||||
First lien net leverage ratio, Description | First Lien Net Leverage Ratio was not permitted to exceed 9.0 to 1.0. | First Lien Net Leverage Ratio was not permitted to exceed 9.0 to 1.0. | ||||||||
New Revolving Credit Facility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
First lien debt ratio | 9 | 9 | ||||||||
New Revolving Credit Facility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
First lien debt ratio | 1 | 1 | ||||||||
EUR Second Lien Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment of loans and borrowings | € | € 212,459 | € 212,459 | ||||||||
Senior Secure Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility available balance | 305,000 | |||||||||
New Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs | $ 24,474 | |||||||||
Line of credit facility, amount outstanding | 35,640 | 21,408 | ||||||||
Repayment of line of credit | 35,000 | |||||||||
Debt instrument, principal payment | 19,624 | |||||||||
Repurchased Amount | 153,345 | |||||||||
USD Incremental Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term loan | $ 390,000 | 390,000 | ||||||||
Debt issuance costs | $ 16,765 | |||||||||
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 | $ 135,413 | 121,960 | ||||||||
Credit facility utilization rate for debt covenants, percentage | 40% | 40% | ||||||||
First lien debt ratio, description | First Lien Debt Ratio is not permitted to exceed 7.5 to 1.0. | First Lien Debt Ratio is not permitted to exceed 7.5 to 1.0. | ||||||||
Letter of Credit [Member] | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
First lien debt ratio | 7.5 | 7.5 | ||||||||
Letter of Credit [Member] | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
First lien debt ratio | 1 | 1 | ||||||||
Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term loan | € | € 1,043,716 | |||||||||
Repayment of loans and borrowings | € | € 204,500 | |||||||||
Repurchased Amount | $ 13,845 | |||||||||
Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, principal payment | $ 10,190 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) € in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 EUR (€) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | ||
Debt Instrument [Line Items] | ||||
Principal Outstanding | $ 2,519,857 | $ 2,658,023 | ||
Term Loan Facility (USD) [Member] | Facility maturity date June 28 | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | [1] | € 885,942 | 885,942 | |
Term Loan Facility (USD) [Member] | USD | Facility maturity date June 28 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [1],[2] | USD SOFR + 0.11%(4) + 2.75% (0.5% floor) | ||
Effective Interest Rate | [1],[3] | 7.40% | ||
Facility maturity date | [1] | --06-28 | ||
Term Loan Facility (EUR) [Member] | Facility maturity date June 28 | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | [4] | € 645,748 | 712,666 | |
Term Loan Facility (EUR) [Member] | EUR | Facility maturity date June 28 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [2],[4] | EURIBOR + 3.00% (0% floor) | ||
Effective Interest Rate | [3],[4] | 5.60% | ||
Facility maturity date | [4] | --06-28 | ||
Secured Loan Notes (EUR) [Member] | Facility maturity date June 29 | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | € 421,362 | 465,028 | ||
Secured Loan Notes (EUR) [Member] | EUR | Facility maturity date June 29 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [2] | 3.00% | ||
Effective Interest Rate | [3] | 3.20% | ||
Facility maturity date | --06-29 | |||
Secured Loan Notes (USD) [Member] | Facility maturity date June 29 | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | € 345,581 | 345,581 | ||
Secured Loan Notes (USD) [Member] | USD | Facility maturity date June 29 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [2] | 4.00% | ||
Effective Interest Rate | [3] | 4.20% | ||
Facility maturity date | --06-29 | |||
Revolving Credit Facility (USD) [Member] | Facility maturity date December 27 | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | € 23,500 | 23,500 | ||
Revolving Credit Facility (USD) [Member] | USD | Facility maturity date December 27 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [2] | BASE + 0.10%(4) + 2.25% (0% floor) | ||
Effective Interest Rate | [3] | 7.70% | ||
Facility maturity date | --12-27 | |||
Revolving Credit Facility (EUR) [Member] | Facility maturity date December 27 | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | € 11,000 | 12,140 | ||
Revolving Credit Facility (EUR) [Member] | EUR | Facility maturity date December 27 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [2] | BASE + 2.25% (0% floor) | ||
Effective Interest Rate | [3] | 6.10% | ||
Facility maturity date | --12-27 | |||
Line of Credit [Member] | Facility maturity date June 25 | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | € 75,000 | $ 75,000 | ||
Line of Credit [Member] | USD | Facility maturity date June 25 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [2] | Term SOFR (6) + 2.70% | ||
Effective Interest Rate | [3] | 8.10% | ||
Facility maturity date | --06-25 | |||
[1] Represents Term Loan Facility (USD) and USD Incremental Term Loan as defined under the current facilities. For facilities which utilize the EURIBOR and SOFR rates, a rate floor of 0 % and 0.5 % applies, respectively. The effective interest rate is as of December 31, 2023. Represent Term Loan Facility (EUR) and EUR Incremental Term Loan as defined under the current facilities. |
Debt - Schedule of Long-term _2
Debt - Schedule of Long-term Debt Instruments (Parenthetical) (Details) | Dec. 31, 2023 |
Euribor Future | |
Debt Instrument [Line Items] | |
Facilities interest rate | 0% |
SOFR [Member] | |
Debt Instrument [Line Items] | |
Facilities interest rate | 0.50% |
Debt - Schedule of Long-Term _3
Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Principal Outstanding | $ 2,519,857 | $ 2,658,023 |
Unamortized debt issuance cost | (18,024) | (14,564) |
Total | 2,501,833 | 2,643,459 |
Short-term debt | 10,190 | 10,190 |
Long-term debt | $ 2,491,643 | $ 2,633,269 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Non Current Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 10,190 | |
2025 | 85,190 | |
2026 | 10,190 | |
2027 | 45,830 | |
2028 | 1,557,848 | |
2029 and thereafter | 810,609 | |
Total | $ 2,519,857 | $ 2,658,023 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Market value settlement cash payments | $ 41,483 | ||
Notional amount | $ 305,727 | $ 367,490 | |
Derivative assets | $ 10,427 | 17,321 | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Derivative Asset, Noncurrent | ||
Gain (loss) on derivative instruments | $ (6,894) | 17,321 | 8,585 |
Cash payment of fair value remeasurement | 10,208 | 137 | (6,974) |
Fair value gain (loss) on derivative instruments | 3,314 | $ 17,458 | $ 1,611 |
Derivative Liability | $ 0 |
Accounts Payable and Other Li_3
Accounts Payable and Other Liabilities - Schedule of accounts payable and other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 49,670 | $ 45,974 | |
Other payables | [1] | 21,008 | 24,544 |
Accrued liabilities | [2] | 67,751 | 91,691 |
Payroll liabilities | 35,646 | 33,186 | |
Provisions and contingent liabilities | [3] | 28,624 | 46,134 |
Total | $ 202,699 | $ 241,529 | |
[1] Other payables mainly consist of sales tax and value added tax payable and other miscellaneous payables. Accrued liabilities mainly consist of the provision for customer payments, a majority of which was paid during the year ended December 31, 2023 (See Note 19) and general accrued expenses and external interest payable. Provisions and contingent liabilities mainly consist of uncertain tax positions (See Note 4), allowance for credit losses related to financial guarantees and merchant overdrafts (See Note 8), and provisions recognized for certain litigation claims (See Note 19). |
Contingent and Deferred Consi_3
Contingent and Deferred Consideration Payable - Schedule of Contingent Consideration Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contingent And Deferred Consideration Payable [Abstract] | ||
Beginning balance | $ 27,146 | $ 30,815 |
Payments made during the year | (10,680) | (19,834) |
Additions in the year | 958 | 8,168 |
Fair value loss | 948 | 9,075 |
Foreign exchange | 334 | (1,078) |
Ending balance | 18,706 | $ 27,146 |
Current portion of contingent and deferred consideration payable | 11,828 | |
Non-current portion of contingent and deferred consideration payable | $ 6,878 |
Contingent and Deferred Consi_4
Contingent and Deferred Consideration Payable - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Contingent And Deferred Consideration Payable [Line Items] | ||
Contingent and deferred consideration | $ 18,706 | |
Contingent and deferred consideration payable – non-current | $ 8,975 | 6,878 |
Merchant Portfolios | ||
Contingent And Deferred Consideration Payable [Line Items] | ||
Contingent and deferred consideration payable | 8,168 | 958 |
Contingent consideration paid | 19,834 | $ 10,680 |
Loss on contingent consideration payable | $ 9,075 |
Contingent Consideration Rece_2
Contingent Consideration Receivable - Additional Information (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Contingent consideration receivables | $ 2,842 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, gross | $ 0 | $ 424,722 | $ 263,520 | |
SafetyPay [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination, revenues | 31,408 | |||
Business combination, earnings | 21,325 | |||
Business combination, acquisition related cost | $ 0 | 13,863 | ||
Restructuring and other cost | 9,319 | |||
International Card Services ("ICS"), Orbis Ventures S.A.C. ("PagoEfectivo"), and ViaFintech [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination, revenues | 24,848 | |||
Business combination, earnings | 5,180 | |||
Business combination, acquisition related cost | 2,647 | |||
Payments to acquire businesses, gross | 449,790 | 285,166 | ||
Consideration paid | 449,790 | $ 309,291 | ||
Openbucks | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, gross | $ 13,262 | |||
Consideration paid | $ 9,760 | |||
Amount on additional payout | $ 4,288 |
Business Combinations - Schedul
Business Combinations - Schedule of Aggregate Purchase Price and Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 0 | $ 424,722 | $ 263,520 | |||
Other assets – non-current | 6,838 | 2,048 | ||||
Goodwill | $ 2,023,402 | 1,999,132 | 3,650,037 | |||
SafetyPay [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Net assets acquired | 165,551 | |||||
Goodwill | 284,239 | [1] | 216,120 | [2] | ||
International Card Services ("ICS"), Orbis Ventures S.A.C. ("PagoEfectivo"), and ViaFintech [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | 449,790 | 285,166 | ||||
Contingent and deferred consideration payable | [3] | 25,781 | ||||
Other adjustments for working capital | (1,656) | |||||
Total purchase price | 449,790 | 309,291 | ||||
Cash and cash equivalents | 25,068 | 21,646 | ||||
Prepaid expenses and other current assets | 460 | |||||
Trade and other receivables | 1,895 | [4] | 3,596 | [5] | ||
Deferred tax assets | 12 | 74 | ||||
Property, plant and equipment | 371 | 216 | ||||
Intangible assets | 223,300 | [6] | 129,036 | [7] | ||
Other assets – non-current | 926 | 337 | ||||
Trade and other payables | (20,539) | (24,101) | ||||
Deferred tax liability | $ (65,482) | (38,093) | ||||
Net assets acquired | $ 93,171 | |||||
[1] Goodwill was primarily attributed to the expected synergies between the acquired businesses and the Company, the value of the employee workforce, new customer acquisitions and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill is not deductible for income tax purposes. Purchase price adjustments of $ 9,608 wer e recorded during the year ended December 31, 2022 (Note 5). Goodwill was primarily attributed to the expected synergies between the acquired businesses and the Company, the value of the employee workforce, new customer acquisitions and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill is not deductible for income tax purposes. Purchase price adjustments of $ 2,330 were recorded during the year ended December 31, 2022 (Note 5). Payable in cash subject to the future financial performance of the acquisitions. Represents the maximum amount of possible payments recognized as of the acquisition date. See Note 17, Fair Value Measurements for further details on our fair value methodology with respect to the contingent and deferred consideration payable. Gross contractual amounts receivable are equal to their book value where appropriate. Gross contractual amounts receivable are equal to their book value where appropriate. Intangible assets are primarily comprised of customer relationships, brands, and computer software. Intangible assets are primarily comprised of customer relationships, brands, and computer software. |
Business Combinations - Sched_2
Business Combinations - Schedule of Aggregate Purchase Price and Fair Value of Assets and Liabilities (Parenthetical) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
SafetyPay [Member] | |
Business Acquisition [Line Items] | |
Purchase price adjustments | $ 9,608 |
International Card Services ("ICS"), Orbis Ventures S.A.C. ("PagoEfectivo"), and ViaFintech [Member] | |
Business Acquisition [Line Items] | |
Purchase price adjustments | $ 2,330 |
Business Combinations - Sched_3
Business Combinations - Schedule of Unaudited Proforma Consolidated Revenues and Net Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
SafetyPay [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenue | $ 1,498,772 | $ 1,518,021 | ||
Net loss | [1] | $ (1,855,983) | (139,750) | |
International Card Services ("ICS"), Orbis Ventures S.A.C. ("PagoEfectivo"), and ViaFintech [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenue | 1,514,581 | $ 1,449,217 | ||
Net loss | [1] | $ (117,765) | $ (142,420) | |
[1] The pro forma net loss for 2022 was adjusted to exclude the acquisition-related costs and include additional amortization and interest expense that would have been charged assuming the intangible assets and associated debt had been recorded as of January 1, 2021. The pro forma net loss for 2021 was adjusted to include the acquisition-related costs and additional amortization and interest expense that would have been charged assuming the intangible assets and debt had been recorded as of January 1, 2021. |
Loss on disposal of subsidiar_2
Loss on disposal of subsidiaries and other assets, net - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Payments to Acquire Businesses, Gross |
Pay Services India LLC [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash | $ 1,620 |
Disposal percentage of equity ownership | 100% |
Disposal Resulted Loss | $ 1,359 |
Total consideration received | $ 1,056 |
Share-based payments - Addition
Share-based payments - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) Plan $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jan. 02, 2018 $ / shares shares | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of share-based employee compensation plans | Plan | 2 | ||||
Common stock, shares authorized | shares | 1,600,000,000 | 1,600,000,000 | |||
Share-based compensation | $ | $ 28,873 | $ 62,354 | $ 101,770 | ||
Income tax expense / (benefit) | $ | 40,840 | $ (52,502) | $ (85,110) | ||
Share-based compensation, unrecognized | $ | $ 44,638 | ||||
Preferred stock, shares authorized | shares | 233,333,333 | ||||
Stock Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average grant date fair value, granted | $ / shares | $ 9.06 | ||||
2018 Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average grant date fair value, granted | $ / shares | $ 350.62 | ||||
Grant date fair value of shares vested | $ | $ 71,630 | ||||
Weighted average grant date fair value of shares vested | shares | 0 | 0 | |||
2021 Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares authorized | shares | 10,580,754 | ||||
Grant date fair value of shares vested | $ | $ 47,983 | $ 39,941 | $ 32 | ||
Conversion of full liability | $ | $ 6,276 | ||||
Weighted-average grant date fair value per share | $ / shares | $ 16.31 | $ 35.75 | $ 99.6 | ||
2021 Plan | Restricted Stock Units (RSUs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average grant date fair value, granted | $ / shares | [1] | $ 16.31 | |||
Weighted average period compensation is expected | 1 year 9 months 18 days | ||||
2021 Plan | Performance Restricted Stock Units (PRSUs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation | $ | $ 7,105 | ||||
2021 Plan | Stock Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based payment award, number of shares Granted | shares | 0 | 166,666 | 0 | ||
Stock options exercisable | shares | 55,554 | ||||
Contractual life | 10 years | ||||
Weighted average period compensation is expected | 1 year 4 months 24 days | ||||
2021 Plan and 2018 Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation | $ | $ 28,873 | $ 62,354 | $ 101,770 | ||
Income tax expense / (benefit) | $ | $ 1,968 | $ 8,864 | |||
Minimum | 2021 Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
Internal performance targets | 0% | ||||
Maximum | 2021 Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Internal performance targets | 200% | ||||
Maximum | Employee Share Purchase Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Common stock, shares authorized | shares | 2,083,333 | ||||
Class A Ordinary Shares | Minimum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Subscription price, per share | $ / shares | $ 1.5 | ||||
Class A Ordinary Shares | Maximum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares authorized | shares | 600,000 | ||||
Subscription price, per share | $ / shares | $ 2.16 | ||||
Class B Ordinary Shares | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Subscription price, per share | $ / shares | $ 1 | ||||
Class B Ordinary Shares | Maximum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares authorized | shares | 0 | ||||
[1] Represents RSUs and PRSUs based on performance target achievement of 100 %. |
Share-based payments - Summary
Share-based payments - Summary of Restricted Stock Unit Activity (Details) - 2021 Plan - Restricted Stock Units (RSUs) | 12 Months Ended | |
Dec. 31, 2023 $ / shares shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Ordinary shares, Nonvested Beginning Balance | 2,859,385 | |
Ordinary shares, Granted | 2,076,535 | [1] |
Ordinary shares, Vested | (1,448,326) | |
Ordinary shares, Forfeited | (702,719) | |
Ordinary shares, Performance adjustments | 75,183 | [2] |
Ordinary shares, Nonvested Ending Balance | 2,860,058 | |
Weighted Average Grant Date Fair Value, Outstanding Beginning Balance | $ / shares | $ 45.95 | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 16.31 | [1] |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 32.9 | |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 41.75 | |
Weighted Average Grant Date Fair Value, Outstanding Ending balance | $ / shares | $ 27.43 | |
[1] Represents RSUs and PRSUs based on performance target achievement of 100 %. Represents the adjustment to the number of PRSUs vested based on actual performance compared to target. |
Share-based payments- Summary o
Share-based payments- Summary of Restricted Stock Unit Activity ( Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Performance target achievement percentage | 100% |
Share-based payments - Assumpti
Share-based payments - Assumptions Used in the Valuation Model (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term | 6 years |
Expected volatility | 32% |
Risk free interest rate | 3% |
Dividend yield | 0% |
Weighted average exercise price | $ 52.38 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Hierarchy of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | $ 0 | $ 0 | |
Total financial assets | 1,423 | 3,094 | |
Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | 10,427 | 17,321 | |
Total financial assets | 0 | 0 | |
Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | 0 | 0 | |
Total financial assets | 24,515 | 43,488 | |
Warrant [Member] | Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | 1,423 | 3,094 | |
Warrant [Member] | Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | 0 | 0 | |
Warrant [Member] | Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | 0 | 0 | |
Liability for Share-Based Compensation | Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | [1] | 0 | 0 |
Liability for Share-Based Compensation | Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | [1] | 0 | 0 |
Liability for Share-Based Compensation | Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | [1] | 5,809 | 16,342 |
Contingent Consideration Payable | Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | 0 | 0 | |
Contingent Consideration Payable | Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | 0 | 0 | |
Contingent Consideration Payable | Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | 18,706 | 27,146 | |
Derivative financial asset | Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | 0 | 0 | |
Derivative financial asset | Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | 10,427 | 17,321 | |
Derivative financial asset | Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | $ 0 | $ 0 | |
[1] As of December 31, 2023 and 2022, the liability for share-based compensation relates to the share-based compensation awards modified in connection with the Transaction (Note 2). In addition, as of December 31, 2022, the balance also includes a liability for certain performance awards to be issued in a variable number of shares (Note 16). |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details) | Dec. 31, 2023 |
Market and income approach | Measurement Input, Discount Rate | Liability for Share-Based Compensation | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Measurement input | 0.165 |
Contingent Consideration Payable | Discounted cashflow | Measurement Input Weighted Average Discount Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Measurement input | 0.0554 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease expense | $ 8,937 | $ 7,034 | $ 9,523 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash outflows from operating leases | $ 8,294 | $ 7,769 | $ 9,357 |
Leased assets obtained in exchange for new operating lease liabilities | $ 498 | $ 9,248 | $ 2,314 |
Leases - Schedule of Weighted-A
Leases - Schedule of Weighted-Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
Weighted-average remaining lease term | 5 years 4 months 24 days | 6 years 2 months 12 days | 5 years 1 month 6 days |
Weighted-average discount rate | 6.30% | 4.20% | 4.60% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 8,446 | |
2025 | 6,208 | |
2026 | 4,495 | |
2027 | 3,163 | |
2028 | 453 | |
2029 and beyond | 6,954 | |
Total lease payments | 29,719 | |
Less: interest | (4,523) | |
Total lease liability | 25,196 | |
Current portion of lease liability | 8,233 | $ 7,953 |
Lease Liability related to Director | $ 16,963 | $ 29,913 |
Commitment, Contingencies and G
Commitment, Contingencies and Guarantees - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||
Provision for litigation proceedings | $ 2,200 | $ 10,300 |
Provision related to restructuring and other | 33,603 | |
Cash held in reserve | 12,200 | |
Amount Deposited in Reserve | 24,400 | |
Payment Made for Obtaining a Letter of Credit | 12,200 | |
Provision related to restructuring and other - accrual | $ 2,206 | $ 18,502 |
Other Income, Net - Schedule of
Other Income, Net - Schedule of the Amounts Recorded in Other Income / (Expense), Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Other Income and Expenses [Abstract] | ||||
Foreign exchange gain / (loss) | $ (7,434) | $ 38,289 | $ 7,122 | |
Fair value (loss) / gain on contingent consideration | (948) | (9,075) | 13,443 | |
Fair value gain on warrant liability | [1] | 1,671 | 32,481 | 222,611 |
Gain on derivative instruments | [2] | 3,314 | 17,458 | 1,611 |
Gain on debt repurchases | 10,758 | 11,534 | 0 | |
Other | [3] | 5,720 | (6,909) | (5,126) |
Other income, net | $ 13,081 | $ 83,778 | $ 239,661 | |
[1] The Company accounts for warrants as derivative liabilities. The warrants were initially recorded at fair value based on the public warrants listed trading price and are subsequently remeasured at the balance sheet date with the changes in fair value recognized in the Consolidated Statements of Comprehensive Loss. Gain on derivative instruments includes the non-cash fair value gain /loss on the instruments and the cash payments and receipts on derivatives. Mainly relates to finance income, offset by certain banking fees and loss due to write-off of related party receivables in the prior year. |
Operating Segments - Schedule o
Operating Segments - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Segment Reporting Information [Line Items] | ||||
Total external revenue | $ 1,562,157 | $ 1,490,338 | $ 1,485,694 | |
Interest revenue | 38,981 | 5,799 | 1,319 | |
Intersegment revenue | [1] | 0 | 0 | 0 |
Total Revenue | 1,601,138 | 1,496,137 | 1,487,013 | |
Adjusted EBITDA | 458,663 | 409,951 | 443,898 | |
Merchant Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total external revenue | 864,816 | 809,751 | 736,969 | |
Interest revenue | 1,792 | 221 | 19 | |
Intersegment revenue | [1] | 11,738 | 7,381 | 8,356 |
Total Revenue | 878,346 | 817,353 | 745,344 | |
Adjusted EBITDA | 222,154 | 200,304 | 186,878 | |
Digital Wallet | ||||
Segment Reporting Information [Line Items] | ||||
Total external revenue | 697,341 | 680,587 | 748,725 | |
Interest revenue | 37,189 | 5,578 | 1,300 | |
Intersegment revenue | [1] | 139 | 0 | 0 |
Total Revenue | 734,669 | 686,165 | 750,025 | |
Adjusted EBITDA | 318,706 | 289,413 | 332,090 | |
Corporate Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total external revenue | [2] | 0 | 0 | |
Interest revenue | [2] | 0 | 0 | |
Intersegment revenue | [1],[2] | 0 | 0 | |
Total Revenue | [2] | 0 | 0 | 0 |
Adjusted EBITDA | [2] | (82,197) | (79,766) | (75,070) |
Intersegment | ||||
Segment Reporting Information [Line Items] | ||||
Total external revenue | 0 | 0 | ||
Interest revenue | 0 | 0 | ||
Intersegment revenue | [1] | (11,877) | (7,381) | (8,356) |
Total Revenue | (11,877) | (7,381) | (8,356) | |
Adjusted EBITDA | $ 0 | $ 0 | $ 0 | |
[1] Intersegment revenue and related eliminations are primarily for processing of credit card transactions and deposits between segments. Corporate consists of corporate overhead and unallocated shared costs of people and other resources consumed in activities that provide a benefit across the Company. |
Operating Segments - Reconcilia
Operating Segments - Reconciliation of Revenue from Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | |||
Segments Adjusted EBITDA | $ 540,860 | $ 489,717 | $ 518,968 |
Corporate costs | (82,197) | (79,766) | (75,070) |
Depreciation and amortization | (263,433) | (266,819) | (261,372) |
Share-based compensation | (28,873) | (62,354) | (101,770) |
Impairment expense on goodwill and intangible assets | (1,254) | (1,887,223) | (324,145) |
Restructuring and other costs | (6,061) | (64,132) | (25,883) |
Loss on disposal of subsidiaries and other assets, net | (386) | (1,359) | 0 |
Other income, net | 13,081 | 83,778 | 239,661 |
Interest expense, net | (151,148) | (126,628) | (165,827) |
Income / (loss) from operations before taxes | $ 20,589 | $ (1,914,786) | $ (195,438) |
Operating Segments - Summery of
Operating Segments - Summery of Disaggregated Revenue by Business Line (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 1,601,138 | $ 1,496,137 | $ 1,487,013 |
Operating Segments - Additional
Operating Segments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | |||
Interest revenue | $ 38,981 | $ 5,799 | $ 1,319 |
Operating Segments - Schedule_2
Operating Segments - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue from external customers | $ 1,601,138 | $ 1,496,137 | $ 1,487,013 | |
Total long lived assets, net | 39,333 | 47,456 | ||
Geographical Components | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue from external customers | 1,562,157 | 1,490,338 | 1,485,694 | |
United States of America | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets, net | 14,909 | 10,774 | ||
United States of America | Geographical Components | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue from external customers | 824,919 | 774,050 | 683,338 | |
Germany | Geographical Components | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue from external customers | 102,639 | 103,488 | 127,119 | |
United Kingdom | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets, net | 11,968 | 11,768 | ||
United Kingdom | Geographical Components | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue from external customers | 27,450 | 28,896 | 52,263 | |
Bulgaria | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets, net | 5,236 | 8,109 | ||
Canada | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets, net | 4,159 | 5,800 | ||
Austria | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets, net | 952 | 7,354 | ||
All Other Countries | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets, net | [1] | 2,109 | 3,651 | |
All Other Countries | Geographical Components | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue from external customers | [2] | $ 607,149 | $ 583,904 | $ 622,974 |
[1] No single country included in the All other countries category generated more than 10 % of total long lived assets. No single country included in the “All other countries” category generated more than 10 % of revenues. The revenue included within this category is predominately earned in Latin America, North America and Europe. |
Operating Segments - Schedule_3
Operating Segments - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical (Parenthetical) (Details) - Geographic Risk - All Other Countries | 12 Months Ended |
Dec. 31, 2023 | |
Total long lived assets | |
Entity Wide Revenue Major Customer [Line Items] | |
Concentration risk | 10% |
Revenue | |
Entity Wide Revenue Major Customer [Line Items] | |
Concentration risk | 10% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2018 | |
Related Party Transaction [Line Items] | ||||
Operating lease right-of-use assets | $ 22,120,000 | $ 35,509,000 | ||
Lease Liability related to Director | 16,963,000 | 29,913,000 | ||
Allowances for credit loss | 0 | |||
Interest Expense | 151,148,000 | 126,628,000 | $ 165,827,000 | |
Amounts owed from Topco | 0 | 0 | ||
Term loan agreement | $ 317,760,000 | |||
Contingent Consideration | 159,302,000 | |||
Additional contributions | $ 26,000,000 | |||
Percentage of owns share capital | 100% | |||
Remaining loan balance | 10,694,000 | |||
Additional ordinary shares | 233,376 | |||
P G H L Receivable | ||||
Related Party Transaction [Line Items] | ||||
Interest Expense | 0 | 0 | $ 0 | |
Receivable Balance | 0 | $ 0 | ||
Directors [Member] | ||||
Related Party Transaction [Line Items] | ||||
Operating lease right-of-use assets | 2,867,000 | |||
Lease Liability related to Director | $ 3,327,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||
Derivative, Notional Amount | $ 305,727 | $ 367,490 |
Derivative Instrument Type | interest rate swap | |
Interest Rate Swap [Member] | ||
Subsequent Event [Line Items] | ||
Derivative, Notional Amount | $ 110,047 | |
Derivative Instruments, Maturity Date | Dec. 31, 2027 |