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Business Combinations (Tables)

12 Months Ended

Dec. 31, 2021

Summary of Pro Forma Financial Information

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)

Hawk Parent Holdings LLC

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

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.}

Summary of Preliminary and Final Purchase Allocation

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

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

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

TriSource

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

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.}

Summary of Preliminary and Final Purchase Allocation

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

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

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

APS

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

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.}

Summary of Preliminary and Final Purchase Allocation

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

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

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

Ventanex

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

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.}

Summary of Preliminary and Final Purchase Allocation

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

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

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

cPayPlus

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

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.}

Summary of Preliminary and Final Purchase Allocation

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

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

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

CPS Payment Services

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

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.}

CPS Payment Services LLC and Media Payments, LLC

Business Acquisition [Line Items]

Summary of Preliminary and Final Purchase Allocation

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

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

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

Billing Tree

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

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

Summary of Preliminary and Final Purchase Allocation

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

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	$0.3	2
Trade names	7.8	Indefinite
Developed technology	26.2	3
Merchant relationships	202.5	10
	$236.8

Kontrol

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

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.

Summary of Preliminary and Final Purchase Allocation

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

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)
Trade names	$0.0	Indefinite
Merchant relationships	6.9	8
	$6.9

Payix

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

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.

Summary of Preliminary and Final Purchase Allocation

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

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)
Trade names	$0.3	Indefinite
Developed technology	12.4	3
Merchant relationships	20.5	10
	$33.2