Business Combinations (Tables)

12 Months Ended

Dec. 31, 2019

Hawk Parent Holdings LLC

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

The following summarizes the preliminary purchase consideration paid to the selling members of Hawk Parent:

Cash Consideration	$	260,811,062
Unit Consideration (1)		220,452,964
Contingent consideration (2)		12,300,000
Tax receivable agreement liability (3)		65,537,761
Net working capital adjustment		(396,737	)
Total purchase price	$	558,705,050

⁽¹⁾ The Company issued 22,045,297 shares of Post-Merger Repay Units valued at $10.00 per share as of July 11, 2019.

⁽²⁾ Reflects the fair value of Earn-Out Units, the contingent consideration paid to the selling members of Hawk Parent, pursuant to the Merger Agreement. The Company reflected this as noncontrolling interests on its balance sheet. The Repay Unitholders received 7,500,000 Earn-Out Units based on the stock price of the Company.

⁽³⁾ Represents liability with an estimated fair value of $65.5 million as a result of the TRA. If all the Post-Merger Repay Units are ultimately exchanged, the liability will significantly increase based on a variety of factors present at the time of exchange including, but not limited to, the market price at the time of the exchange. If the Company were to elect to terminate the Tax Receivable Agreement early, the Company would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits.

Summary of Preliminary Purchase Allocation

The preliminary purchase price allocation is as follows:

Cash and cash equivalents	$	11,281,078
Accounts receivable		10,593,867
Prepaid expenses and other current assets		890,745
Total current assets		22,765,690
Property, plant and equipment, net		1,167,872
Restricted cash		6,930,434
Identifiable intangible assets		301,000,000
Total identifiable assets acquired		331,863,996
Accounts payable		(4,206,413	)
Accrued expenses		(8,831,363	)
Accrued employee payments		(6,501,123	)
Other liabilities		(16,864	)
Repay debt assumed		(93,514,583	)
Net identifiable assets acquired		218,793,650
Goodwill		339,911,400
Total purchase price	$	558,705,050

Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives

The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows:

	Fair Value		Useful life
Identifiable intangible assets	(in millions)		(in years)
Non-compete agreements	$	3.0		2
Trade names		20.0	Indefinite
Developed technology		65.0		3
Merchant relationships		210.0		10
Channel relationships		3.0		10
	$	301.0

TriSource Solutions, LLC

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

The following summarizes the preliminary purchase consideration paid to the selling members of TriSource:

Cash Consideration	$	60,235,090
Contingent consideration (1)		2,250,000
Total purchase price	$	62,485,090

⁽¹⁾ Reflects the fair value of Earn-Out Payment, the contingent consideration to be paid to the selling members of TriSource, pursuant to the TriSource Purchase Agreement. The selling members of TriSource will have the contingent earnout right to receive a payment of up to $5.0 million dependent upon the Gross Profit, as defined in the TriSource Purchase Agreement, for the period commencing on July 1, 2019 and ending on June 30, 2020.

Summary of Preliminary Purchase Allocation

The preliminary purchase price allocation is as follows:

Cash and cash equivalents	$	383,236
Accounts receivable		2,290,441
Prepaid expenses and other current assets		95,763
Total current assets		2,769,440
Property, plant and equipment, net		215,739
Restricted cash		509,019
Identifiable intangible assets		30,500,000
Total identifiable assets acquired		33,994,198
Accounts payable		(1,621,252	)
Accrued expenses		(756,117	)
Net identifiable assets acquired		31,616,829
Goodwill		30,868,261
Total purchase price	$	62,485,090

Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives

The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows:

	Fair Value		Useful life
Identifiable intangible assets	(in millions)		(in years)
Non-compete agreements	$	0.4		2
Trade names		0.7	Indefinite
Developed technology		3.9		3
Merchant relationships		25.5		10
	$	30.5

APS Payments

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

The following summarizes the preliminary purchase consideration paid to the selling members of APS Payments:

Cash Consideration	$	30,000,000
Contingent consideration (1)		12,000,000
Total purchase price	$	42,000,000

⁽¹⁾ Reflects the fair value of Earn-Out Payment, the contingent consideration to be paid to the selling members of APS Payments, pursuant to the APS Payments Purchase Agreement. The selling members of APS Payments will have the contingent earnout right to receive a payment of up to $30.0 million dependent on the achievement of certain growth targets, as defined in the APS Payments Purchase Agreement, for the period commencing on October 12, 2019 and ending on December 31, 2020.

Summary of Preliminary Purchase Allocation

The preliminary purchase price allocation is as follows:

Cash and cash equivalents	$	—
Accounts receivable		1,963,177
Prepaid expenses and other current assets		67,158
Total current assets		2,030,335
Property, plant and equipment, net		159,553
Restricted cash		549,978
Identifiable intangible assets		21,500,000
Total identifiable assets acquired		24,239,865
Accounts payable		(1,101,706	)
Accrued expenses		(19,018	)
Net identifiable assets acquired		23,119,142
Goodwill		18,880,858
Total purchase price	$	42,000,000

Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives

The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows:

	Fair Value		Useful life
Identifiable intangible assets	(in millions)		(in years)
Non-compete agreements	$	0.5		2
Trade names		0.5	Indefinite
Merchant relationships		20.5		10
	$	21.5

Hawk Parent Holdings LLC, TriSource Solutions, LLC And APS Payments

Business Acquisition [Line Items]

Summary of Pro Forma Financial Information

Pro Forma Financial Information (Unaudited)

The supplemental condensed consolidated results of the Company on an unaudited pro forma basis give effect to the Hawk Parent Business Combination, TriSource Acquisition and APS Payments Acquisition as if the transactions had occurred on January 1, 2017.  The unaudited pro forma information reflects adjustments for the issuance of the Company’s common stock, debt incurred in connection with the transactions, impact of the fair value of intangible assets acquired and related amortization and other adjustments the Company believes are reasonable for the pro forma presentation. In addition, the pro forma earnings exclude acquisition-related costs.

	Pro Forma Year Ended December 31, 2019			Pro Forma Year Ended December 31, 2018			Pro Forma Year Ended December 31, 2017
Revenue	$	131,262,214		$	164,161,841		$	124,938,611
Net loss		(45,496,385	)		(32,428,157	)		(83,166,080	)
Net loss attributable to noncontrolling interests		(19,999,699	)		(14,255,053	)		(36,558,873	)
Net loss attributable to the Company		(25,496,686	)		(18,173,104	)		(46,607,207	)
Loss per Class A share - basic and diluted	$	(0.70	)	$	(0.54	)	$	(1.39	)