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Business Combinations
12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
Business Combinations

5. Business Combinations

Hawk Parent Holdings LLC

Thunder Bridge and Hawk Parent entered into the Merger Agreement effective as of January 21, 2019 and announced consummation of the transactions contemplated by the Merger Agreement on July 11, 2019. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the closing of the Business Combination, (a) Thunder Bridge effected the domestication to become a Delaware corporation and (b) a wholly-owned subsidiary of Thunder Bridge merged with and into Hawk Parent, with Hawk Parent continuing as the surviving entity and becoming a subsidiary of the Company (with Thunder Bridge receiving membership interests in Hawk Parent as the surviving entity and becoming the managing member of the surviving entity). At the effective time of the Business Combination, Thunder Bridge changed its corporate name to “Repay Holdings Corporation” and all outstanding securities of Hawk Parent converted into the right to receive the consideration specified in the Merger Agreement.

Each member of Hawk Parent received in exchange for their limited liability interests (i) one share of Class V common stock of the Company and (ii) a pro rata share of (A) non-voting limited liability units of Hawk Parent as the surviving entity, referred to as Post-Merger Repay Units, (B) certain cash consideration, and (C) the contingent right to receive certain additional Post-Merger Repay Units issued as an earn-out under the Merger Agreement after the closing of the Business Combination (“Earnout Units”). Shares of Class A common stock of the Company will provide the holder with voting and economic rights with respect to the Company as a holder of common stock. Each share of Class V common stock of the Company entitles the holder to vote as a stockholder of the Company, with the number of votes equal to the number of Post-Merger Repay Units held by the holder but provides no economic rights to the holder. At any time after the six month anniversary of the closing of the Business Combination, pursuant to the terms of the Exchange Agreement, each holder of a Post-Merger Repay Unit will be entitled to exchange such unit for one share of Class A common stock of the Company.

The amount of cash consideration paid to selling Hawk Parent members at the closing of the Business Combination was equal to the following: (i) the total cash and cash equivalents of Thunder Bridge (including funds in its trust account after the redemption of its public stockholders and the proceeds of any debt or equity financing), minus (ii) the amount of Thunder Bridge’s unpaid expenses and obligations, plus (iii) the cash and cash equivalents of Hawk Parent as of immediately prior to the effective time of the Business Combination (excluding restricted cash), minus (iv) the amount of unpaid transaction expenses of Hawk Parent as of the closing of the Business Combination, minus (v) the amount of the indebtedness and other debt-like items of Hawk Parent and its subsidiaries as of the closing of the Business Combination, minus (vi) the amount of change of control and similar payments payable to employees of Hawk Parent in connection with the Business Combination, minus (vii) an amount of cash reserves equal to $10,000,000, minus (viii) a cash escrow of $150,000, minus (ix) an amount equal to $2,000,000 to be held by a representative of the selling Hawk Parent members, minus (x) the cash payment required in connection with the Warrant Amendment, minus (xi) an amount required to be deposited on the balance sheet of Hawk Parent in connection with the Business Combination.

Pursuant to a Tax Receivable Agreement (“Tax Receivable Agreement” or “TRA”) between the Company and the selling Hawk Parent members, the Company will pay to exchanging holders of Post-Merger Repay Units 100% of the tax savings that the Company realizes as a result of increases in tax basis in the Company’s assets as a result of the exchange of the Post-Merger Repay Units for shares of Class A common stock pursuant to the Exchange Agreement between the Company and the Class A unit holders of Hawk Parent Holdings LLC, excluding the Company, dated as of July 11, 2019, and certain other tax attributes of Repay and tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA.

Hawk Parent constitutes a business, with inputs, processes, and outputs. Accordingly, the Business Combination constitutes the acquisition of a business for purposes of ASC 805 and, due to the changes in control from the Business Combination, is accounted for using the acquisition method. Under the acquisition method, the acquisition date fair value of the gross consideration paid by Thunder Bridge to close the Business Combination was allocated to the assets acquired and the liabilities assumed based on their estimated fair values.

The following summarizes the 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 Earnout 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 Earnout 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.

The Company recorded an allocation of the purchase price to Hawk Parent’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the July 11, 2019 closing date. The final 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

 

The 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

 

 

 

Goodwill recognized of $339.9 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $279.2 million is expected to be deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill.    

TriSource

On August 13, 2019, the Company acquired all of the ownership interests of TriSource. Under the terms of the securities purchase agreement, between Repay Holdings, LLC and the direct and indirect owners of TriSource, as of August 13, 2019, the aggregate consideration paid at closing by Repay was approximately $60.2 million in cash. In addition to the closing consideration, the TriSource purchase agreement contains a performance based earnout based on future results of the acquired business, which could result in an additional payment to the former owners of TriSource of up to $5.0 million. The TriSource acquisition was financed with a combination of cash on hand and committed borrowing capacity under the Company’s existing credit facility. The TriSource purchase agreement contains customary representations, warranties and covenants by the Company and the former owners of TriSource, as well as a customary post-closing adjustment provision relating to working capital and similar items.

The following summarizes the 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 TriSource earnout payment, the contingent consideration to be paid to the selling members of TriSource, pursuant to the TriSource purchase agreement. The selling members of TriSource had 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. In October 2020, the Company paid the TriSource earnout payment of $4.0 million.

The Company recorded an allocation of the purchase price to TriSource’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the August 13, 2019 closing date. The final 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

 

The 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

 

5

Trade names

 

0.7

 

Indefinite

Developed technology

 

3.9

 

3

Merchant relationships

 

25.5

 

10

 

 

$30.5

 

 

 

Goodwill recognized of $30.9 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $32.2 million is expected to be deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of TriSource.   

APS

On October 14, 2019, the Company acquired substantially all of the assets of APS for $30.5 million in cash. In addition to the cash consideration, the APS selling equity holders may be entitled to a total of $30.0 million in three separate cash earnout payments, dependent on the achievement of certain growth targets.

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

 

Cash consideration

 

$30,465,454

Contingent consideration (1)

 

18,580,549

Total purchase price

 

$49,046,003

 

(1)

Reflects the fair value of APS earnout payment, the contingent consideration to be paid to the selling members of APS, pursuant to the APS purchase agreement. On April 6, 2020, the Company paid the first APS earnout payment of $14.3 million. As of December 31, 2020, the remaining APS earnout was adjusted to $0, net of the first payment, which resulted in a $4.3 million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the year ended December 31, 2020. 

The Company recorded an allocation of the purchase price to APS’ tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the October 11, 2019 closing date. The final purchase price allocation is as follows:

 

Cash and cash equivalents

 

$                          —

Accounts receivable

 

1,963,177

Prepaid expenses and other current assets

 

67,158

Total current assets

 

2,030,335

Property, plant and equipment, net

 

159,553

Restricted cash

 

549,978

Identifiable intangible assets

 

21,500,000

Total identifiable assets acquired

 

24,239,866

Accounts payable

 

(1,101,706)

Accrued expenses

 

(19,018)

Net identifiable assets acquired

 

23,119,142

Goodwill

 

25,926,861

Total purchase price

 

$49,046,003

 

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

 

 

 

Fair Value

 

Useful life

Identifiable intangible assets

 

(in millions)

 

(in years)

Non-compete agreements

 

$0.5

 

5

Trade names

 

0.5

 

Indefinite

Merchant relationships

 

20.5

 

9

 

 

21.5

 

 

 

Goodwill recognized of $25.9 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $21.7 million is expected to be deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of APS.

Ventanex

On February 10, 2020, the Company acquired all of the ownership interests of Ventanex. Under the terms of the securities purchase agreement between Repay Holdings, LLC and the direct and indirect owners of CDT Technologies, LTD. (“Ventanex Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $36.0 million in cash. In addition to the closing consideration, the Ventanex Purchase Agreement contains a performance-based earnout (the “Ventanex Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of Ventanex of up to $14.0 million. The Ventanex acquisition was financed with a combination of cash on hand and committed borrowing capacity under the Company’s existing credit facility. The Ventanex Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of Ventanex, as well as a customary post-closing adjustment provision relating to working capital and similar items.

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

 

Cash consideration

 

$35,939,129

Contingent consideration (1)

 

4,800,000

Total purchase price

 

$40,739,129

(1)

Reflects the fair value of the Ventanex Earnout Payment, the contingent consideration to be paid to the selling members of Ventanex, pursuant to the Ventanex Purchase Agreement as of February 10, 2020. The selling partners of Ventanex will have the contingent earnout right to receive a payment of up to $14.0 million dependent upon the Gross Profit, as defined in the Ventanex Purchase Agreement, for the years ended December 31, 2020 and 2021. In February 2021, the Company paid the sellers of Ventanex $0.9 million, pursuant to the terms of the Ventanex Purchase Agreement. As of December 31, 2021, the fair value of Ventanex earnout was $12.7 million, which resulted in a $7.9 million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the year ended December 31, 2021.

The Company recorded an allocation of the purchase price to Ventanex’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the February 10, 2020 closing date. The purchase price allocation is as follows:

 

Cash and cash equivalents

 

$50,663

Accounts receivable

 

1,376,539

Prepaid expenses and other current assets

 

180,514

Total current assets

 

1,607,716

Property, plant and equipment, net

 

137,833

Restricted cash

 

428,313

Identifiable intangible assets

 

26,890,000

Total identifiable assets acquired

 

29,063,862

Accounts payable

 

(152,035)

Accrued expenses

 

(373,159)

Net identifiable assets acquired

 

28,538,668

Goodwill

 

12,200,461

Total purchase price

 

$40,739,129

 

 

 

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

 

 

 

Fair Value

 

Useful life

Identifiable intangible assets

 

(in millions)

 

(in years)

Non-compete agreements

 

$0.1

 

5

Trade names

 

0.4

 

Indefinite

Developed technology

 

4.1

 

3

Merchant relationships

 

22.3

 

10

 

 

$26.9

 

 

Goodwill recognized of $12.2 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $8.3 million is expected to be deductible

for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Ventanex.

cPayPlus

On July 23, 2020, the Company acquired all of the ownership interests of cPayPlus. Under the terms of the securities purchase agreement between Repay Holdings, LLC and the direct and indirect owners of cPayPlus (“cPayPlus Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $8.0 million in cash. In addition to the closing consideration, the cPayPlus Purchase Agreement contains a performance-based earnout (the “cPayPlus Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of cPayPlus of up to $8.0 million. The cPayPlus acquisition was financed with cash on hand. The cPayPlus Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of cPayPlus, as well as a customary post-closing adjustment provision relating to working capital and similar items.

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

 

Cash consideration

 

$7,956,963

Contingent consideration (1)

 

6,500,000

Total purchase price

 

$14,456,963

(1)

Reflects the fair value of the cPayPlus Earnout Payment, the contingent consideration to be paid to the selling members of cPayPlus, pursuant to the cPayPlus Purchase Agreement as of July 23, 2020. The selling partners of cPayPlus will have the contingent earnout right to receive a payment of up to $8.0 million dependent upon the Gross Profit, as defined in the cPayPlus Purchase Agreement, in the third quarter of 2021. On September 17, 2021, the Company paid the cPayPlus Earnout Payment of $8.0 million.

The Company recorded an allocation of the purchase price to cPayPlus’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the July 23, 2020 closing date. The purchase price allocation is as follows:

 

Cash and cash equivalents

 

$262,331

Accounts receivable

 

164,789

Prepaid expenses and other current assets

 

37,660

Total current assets

 

464,780

Property, plant and equipment, net

 

20,976

Identifiable intangible assets

 

7,720,000

Total identifiable assets acquired

 

8,205,756

Accounts payable

 

(99,046)

Accrued expenses

 

(363,393)

Net identifiable assets acquired

 

7,743,317

Goodwill

 

6,713,646

Total purchase price

 

$14,456,963

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

 

 

 

Fair Value

 

Useful life

Identifiable intangible assets

 

(in millions)

 

(in years)

Non-compete agreements

 

$0.1

 

5

Trade names

 

0.1

 

Indefinite

Developed technology

 

6.7

 

3

Merchant relationships

 

0.8

 

10

 

 

$7.7

 

 

Goodwill recognized of $6.7 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $8.2 million is expected to be deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not

recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of cPayPlus.

CPS

On November 2, 2020, the Company acquired all of the ownership interests of CPS. Under the terms of the securities purchase agreement between Repay Holdings, LLC and the direct and indirect owners of CPS. (“CPS Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $83.9 million in cash. In addition to the closing consideration, the CPS Purchase Agreement contains a performance-based earnout (the “CPS Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of CPS of up to $15.0 million in two separate earnouts. The CPS acquisition was financed with cash on hand. The CPS Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of CPS, as well as a customary post-closing adjustment provision relating to working capital and similar items.

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

 

Cash consideration

 

$83,886,556

Contingent consideration (1)

 

4,500,000

Total purchase price

 

$88,386,556

(1)

Reflects the fair value of the CPS Earnout Payment, the contingent consideration to be paid to the selling members of CPS, pursuant to the CPS Purchase Agreement as of November 2, 2020. The selling partners of CPS will have the contingent earnout right to receive a payment of up to $15.0 million in two separate earnouts, dependent upon the Gross Profit, as defined in the CPS Purchase Agreement. As of December 31, 2021, the fair value of the CPS earnout was $0.6 million, which resulted in a ($3.9) million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the year ended December 31, 2021.

The Company recorded an allocation of the purchase price to CPS’ and MPI’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the November 2, 2020 closing date. The purchase price allocation is as follows:

 

 

 

CPS

 

MPI

Cash and cash equivalents

 

$1,667,066

 

$2,097,921

Accounts receivable

 

2,810,158

 

5,556,958

Prepaid expenses and other current assets

 

2,615,615

 

934,751

Total current assets

 

7,092,839

 

8,589,630

Property, plant and equipment, net

 

19,391

 

2,995

Restricted cash

 

407

 

35,318

Identifiable intangible assets

 

30,830,000

 

7,110,000

Total identifiable assets acquired

 

37,942,637

 

15,737,943

Accounts payable

 

(2,004,371)

 

(4,495,599)

Accrued expenses

 

(2,143,680)

 

Net identifiable assets acquired

 

33,794,586

 

11,242,344

Goodwill

 

40,747,939

 

2,601,687

Total purchase price

 

$74,542,525

 

$13,844,031

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

 

 

 

Fair Value

 

 

 

 

(in millions)

 

Useful life

Identifiable intangible assets

 

CPS

 

MPI

 

(in years)

Non-compete agreements

 

$0.1

 

$0.1

 

4

Trade names

 

0.5

 

0.1

 

Indefinite

Developed technology

 

7.2

 

0.7

 

3

Merchant relationships

 

23.0

 

6.3

 

10

 

 

$30.8

 

$7.2

 

 

 

 

Goodwill recognized of $43.3 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $38.8 million is expected to be deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of CPS.

BillingTree

On June 15, 2021, the Company acquired BillingTree. Under the terms of the agreement and plan of merger between BT Intermediate, LLC, the Company, two newly formed subsidiaries of the Company and the owner of BT Intermediate, LLC (“BillingTree Merger Agreement”), the aggregate consideration paid at closing by the Company was approximately $505.8 million, consisting of approximately $277.5 million in cash and approximately 10 million shares of Class A common stock. The BillingTree Merger Agreement contains customary representations, warranties and covenants by Repay and the former owner of BillingTree, as well as a customary post-closing adjustment provision relating to working capital and similar items.

The following summarizes the preliminary purchase consideration paid to the seller of BillingTree:

 

Cash consideration

 

$277,521,139

Class A common stock issued

 

228,250,000

Total purchase price

 

$505,771,139

 

The Company recorded a preliminary allocation of the purchase price to BillingTree’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the June 15, 2021 closing date. The preliminary purchase price allocation is as follows:

 

Cash and cash equivalents

 

$8,243,570

Accounts receivable

 

3,623,894

Prepaid expenses and other current assets

 

1,601,854

Total current assets

 

13,469,318

Property, plant and equipment, net

 

541,244

Restricted cash

 

274,954

Other assets

 

1,782,489

Identifiable intangible assets

 

236,810,000

Total identifiable assets acquired

 

252,878,005

Accounts payable

 

(2,552,251)

Accrued expenses and other liabilities

 

(6,982,919)

Deferred tax liability

 

(31,371,590)

Net identifiable assets acquired

 

211,971,245

Goodwill

 

293,799,895

Total purchase price

 

$505,771,140

 

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

 

$0.3

 

2

Trade names

 

7.8

 

Indefinite

Developed technology

 

26.2

 

3

Merchant relationships

 

202.5

 

10

 

 

$236.8

 

 

Goodwill recognized of $293.8 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $47.7 million is expected to be deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets

that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of BillingTree.

BillingTree contributed $31.3 million to revenue and $(0.0) million in net income to the Company’s Consolidated Statements of Operations, from June 15, 2021 through December 31, 2021.

Kontrol

On June 22, 2021, the Company acquired substantially all of the assets of Kontrol LLC (“Kontrol”). Under the terms of the asset purchase agreement between a newly formed subsidiary of Repay Holdings, LLC and the owner of Kontrol (“Kontrol Purchase Agreement”), the aggregate consideration to be paid by the Company was up to $10.5 million, of which $7.4 million was paid at closing. The Kontrol Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owner of Kontrol, as well as a customary post-closing adjustment provision relating to working capital and similar items.

The following summarizes the preliminary purchase consideration paid to the owner of Kontrol:

 

Cash consideration

 

$7,439,373

Contingent consideration (1)

 

500,000

Total purchase price

 

$7,939,373

(1)

Reflects the fair value of the Kontrol earnout payment, the contingent consideration to be paid to the selling members of Kontrol, pursuant to the Kontrol Purchase Agreement as of June 22, 2021. The selling partners of Kontrol will have the contingent earnout right to receive a payment of up to $3.0 million, dependent upon the Gross Profit, as defined in the Kontrol Purchase Agreement. As of December 31, 2021, the fair value of the Kontrol earnout was $0.9 million, which resulted in a $0.4 million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the year ended December 31, 2021.

The Company recorded a preliminary allocation of the purchase price to Kontrol’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the June 22, 2021 closing date. The preliminary purchase price allocation is as follows:

 

Accounts receivable

 

$67,510

Prepaid expenses and other current assets

 

5,572

Total current assets

 

73,082

Identifiable intangible assets

 

6,940,000

Total identifiable assets acquired

 

7,013,082

Accounts payable

 

(664,932)

Net identifiable assets acquired

 

6,348,150

Goodwill

 

1,591,223

Total purchase price

 

$7,939,373

 

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)

Trade names

 

$0.0

 

Indefinite

Merchant relationships

 

6.9

 

8

 

 

$6.9

 

 

Goodwill of $1.6 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $1.1 million on a gross basis is expected to be deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Kontrol.

Kontrol contributed $1.7 million to revenue and $0.6 million in net income to the Company’s Consolidated Statements of Operations, from June 22, 2021 through December 31, 2021.

Payix

On December 29, 2021, the Company acquired Payix. Under the terms of the merger agreement with Payix. (“Payix Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $95.6 million in cash. In addition to the closing consideration, the Payix Purchase Agreement contains a performance-based earnout (the “Payix Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of Payix of up to $20.0 million. The Payix acquisition was financed with cash on hand and available revolver capacity. The Payix Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of Payix, as well as a customary post-closing adjustment provision relating to working capital and similar items.

The following summarizes the preliminary purchase consideration paid to the sellers of Payix:

 

Cash consideration

 

$95,627,972

Contingent consideration (1)

 

2,850,000

Total purchase price

 

$98,477,972

(1)

Reflects the fair value of the Payix earnout payment, the contingent consideration to be paid to the former owners of Payix, pursuant to the Payix Purchase Agreement as of December 31, 2021. The former owners of Payix will have the contingent earnout right to receive a payment of up to $20.0 million, dependent upon the Gross Profit, as defined in the Payix Purchase Agreement. As of December 31, 2021, the fair value of the Payix earnout was $2.9 million.

The Company recorded a preliminary allocation of the purchase price to Payix’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the December 29, 2021 closing date. The preliminary purchase price allocation is as follows:

 

Cash and cash equivalents

 

$702,575

Accounts receivable

 

1,715,292

Prepaid expenses and other current assets

 

93,891

Total current assets

 

2,511,758

Property, plant and equipment, net

 

83,449

Restricted cash

 

27,177

Other assets

 

655,588

Identifiable intangible assets

 

33,150,000

Total identifiable assets acquired

 

36,427,972

Accounts payable

 

(214,195)

Accrued expenses and other liabilities

 

(2,022,846)

Deferred tax liability

 

(6,943,998)

Net identifiable assets acquired

 

27,246,933

Goodwill

 

71,231,039

Total purchase price

 

$98,477,972

 

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)

Trade names

 

$0.3

 

Indefinite

Developed technology

 

12.4

 

3

Merchant relationships

 

20.5

 

10

 

 

$33.2

 

 

Goodwill recognized of $71.2 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, none of which is expected to be deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Payix.

Payix contributed $0.1 million to revenue and $(0.0) million in net income to the Company’s Consolidated Statements of Operations, from December 29, 2021 through December 31, 2021.

Measurement Period

The preliminary purchase price allocations for the acquisitions of BillingTree, Kontrol, and Payix are based on initial estimates and provisional amounts. For the acquisitions completed during the year ended December 31, 2021, the Company continues to refine its inputs and estimates inherent in the valuation of intangible assets, deferred income taxes, realization of tangible assets and the accuracy and completeness of liabilities within the measurement period.

Pro Forma Financial Information (Unaudited)

The supplemental condensed consolidated results of the Company on an unaudited pro forma basis give effect to Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix acquisitions as if the transactions had occurred on January 1, 2020. The unaudited pro forma information reflects adjustments for the issuance of the Company’s common stock, debt incurred in connection with the transactions, the impact of the fair value of intangible assets acquired and related amortization and other adjustments the Company believes are reasonable for the pro forma presentation. In addition, the pro forma earnings exclude acquisition-related costs.

 

 

 

Pro Forma Year Ended December 31, 2021

 

Pro Forma Year Ended December 31, 2020

Revenue

 

$257,014,219

 

$234,656,115

Net loss

 

(54,626,915)

 

(120,849,273)

Net loss attributable to non-controlling interests

 

(5,813,388)

 

(12,792,802)

Net loss attributable to the Company

 

(48,813,527)

 

(108,056,471)

 

 

 

 

 

Loss per Class A share - basic and diluted

 

$(0.56)

 

$(1.74)