View Filing Data

Print Document View Excel Document

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2019	Nov. 08, 2019
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Document Period End Date	Sep. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Entity Registrant Name	Repay Holdings Corporation
Entity Central Index Key	0001720592
Entity Tax Identification Number	98-1496050
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity File Number	001-38531
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	false
Entity Address, Address Line One	3 West Paces Ferry Road
Entity Address, Address Line Two	Suite 200
Entity Address, Postal Zip Code	30305
City Area Code	404
Local Phone Number	504-7472
Entity Incorporation, State or Country Code	DE
Trading Symbol	RPAY
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Address, State or Province	GA
Entity Address, City or Town	Atlanta
Class A Common Stock
Entity Common Stock, Shares Outstanding		39,430,397
Class V Common Stock
Entity Common Stock, Shares Outstanding		100

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)

Sep. 30, 2019

Dec. 31, 2018

Assets

Cash and cash equivalents

$ 45,493,526

$ 13,285,357

Accounts receivable

12,636,396

5,979,247

Prepaid expenses and other

4,075,814

817,212

Total current assets

62,205,736

20,081,816

Property, plant and equipment, net

1,485,207

1,247,149

Restricted cash

11,555,559

9,976,701

Customer relationships, net of amortization

231,461,182

62,528,880

Software, net of amortization

65,523,119

5,170,748

Other intangible assets, net of amortization

26,659,947

523,133

Goodwill

369,927,511

119,529,202

Total noncurrent assets

706,612,525

198,975,813

Total assets

768,818,261

219,057,629

Liabilities

Accounts payable

8,742,117

2,909,378

Accrued expenses

18,638,336

12,837,826

Current maturities of long-term debt

^[1]

5,250,000

4,900,000

Current tax receivable agreement

2,231,575

Total current liabilities

34,862,028

20,647,204

Long-term debt, net of current maturities

198,908,296

85,815,204

Line of credit

3,500,000

Tax receivable agreement

64,106,048

Deferred tax liability

2,858,139

Other liabilities

16,863

16,864

Total noncurrent liabilities

265,889,346

89,332,068

Total liabilities

300,751,374

109,979,272

Commitment and contingencies (Note 8)

Members' Equity

109,078,357

Additional paid-in capital

300,342,826

Accumulated deficit

(46,137,789)

Total stockholders' equity

254,208,586

Equity attributable to noncontrolling interests

213,858,301

Total liabilities and stockholders' equity and members' equity

768,818,261

$ 219,057,629

Class A Common Stock

Liabilities

Common stock value

3,549

Total stockholders' equity

3,549

Class V Common Stock

Liabilities

Total stockholders' equity

$ 0

[1]

Pursuant to the terms of the New Credit Agreement, the Successor is required to make quarterly principal payments equal to 0.625% of the initial principal amount of the Term Loan and Delayed Draw Term Loan (collectively the “Term Loans”). Under the Prior Credit Agreement, the Predecessor was required to make quarterly principal payments equal to 1.25% of the initial principal amount of the Term Loans.

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)	Sep. 30, 2019 $ / shares shares
Class A Common Stock
Common shares, par value \| $ / shares	$ 0.0001
Common shares, shares authorized	2,000,000,000
Common shares, shares issued	35,488,060
Common shares, shares outstanding	35,488,060
Class V Common Stock
Common shares, par value \| $ / shares	$ 0.0001
Common shares, shares authorized	1,000
Common shares, shares issued	100
Common shares, shares outstanding	100

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)		3 Months Ended		6 Months Ended	9 Months Ended
	Jul. 10, 2019	Sep. 30, 2019	Sep. 30, 2018	Jul. 10, 2019	Sep. 30, 2018
Revenue
Total Revenue	$ 3,907,167	$ 37,155,767	$ 32,291,908	$ 79,389,826	$ 96,154,759
Operating Expenses
Selling general and administrative	34,069,143	21,002,624	6,103,913	51,201,322	21,008,801
Depreciation and amortization	333,290	10,702,840	2,665,925	6,222,917	7,580,345
Change in fair value of contingent consideration					(1,000,000)
Total operating expenses	36,443,637	51,302,381	27,077,042	99,987,227	83,260,940
Income (loss) from operations	(32,536,470)	(14,146,614)	5,214,866	(20,597,401)	12,893,819
Other income (expense)
Interest expense	(226,539)	(2,685,998)	(1,487,551)	(3,145,167)	(4,500,929)
Change in fair value of tax receivable liability		(450,922)
Other income (expense)		(1,315,932)	23	38	(1,127)
Total other income (expenses)	(226,539)	(4,452,852)	(1,487,528)	(3,145,129)	(4,502,056)
Income (loss) before income tax expense	(32,763,009)	(18,599,466)	3,727,338	(23,742,530)	8,391,763
Income tax benefit (expense)		2,719,402
Net income (loss)	(32,763,009)	(15,880,064)	3,727,338	(23,742,530)	8,391,763
Less: Net income (loss) attributable to noncontrolling interests		(7,399,303)
Net income (loss) attributable to the Company	(32,763,009)	$ (8,480,761)	3,727,338	(23,742,530)	8,391,763
Earnings (loss) per Class A share:
Basic and diluted		$ (0.25)
Weighted-average shares outstanding:
Basic and diluted		34,326,127
Processing and Service Fees
Revenue
Total Revenue	2,431,239	$ 24,609,417	20,316,928	49,401,082	60,785,117
Interchange and Network Fees
Revenue
Total Revenue	1,475,928	12,546,350	11,974,980	29,988,744	35,369,642
Operating Expenses
Cost of revenue	1,475,928	12,546,350	11,974,980	29,988,744	35,369,642
Other Costs of Services
Operating Expenses
Cost of revenue	$ 565,276	$ 7,050,567	$ 6,332,224	$ 12,574,244	$ 20,302,152

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) - USD ($)	Total	Class A Common Stock	Class A Common Stock Founder	Class V Common Stock	Additional Paid-In Capital	Additional Paid-In Capital Founder	Accumulated Deficit	Noncontrolling Interests
Balance at Dec. 31, 2017	$ 104,051,883
Net Income (Loss)	4,664,425
Stock based compensation	431,721
Distribution to members	(1,360,159)
Balance at Jun. 30, 2018	107,787,870
Balance at Dec. 31, 2017	104,051,883
Net Income (Loss)	8,391,763
Balance at Sep. 30, 2018	109,330,042
Balance at Jun. 30, 2018	107,787,870
Net Income (Loss)	3,727,338
Stock based compensation	198,501
Distribution to members	(2,383,667)
Balance at Sep. 30, 2018	109,330,042
Balance at Dec. 31, 2018	109,078,357
Net Income (Loss)	9,020,479
Stock based compensation	250,783
Distribution to members	(6,904,991)
Balance at Jun. 30, 2019	111,444,628
Balance at Dec. 31, 2018	109,078,357
Net Income (Loss)	(23,742,530)
Balance at Jul. 10, 2019	79,339,814
Balance at Jul. 10, 2019	252,938,525	$ 3,343		$ 0	$ 290,592,210		$ (37,657,028)	$ 221,443,561
Balance, shares at Jul. 10, 2019		33,430,259		100
Balance at Jun. 30, 2019	111,444,628
Net Income (Loss)	(32,763,009)
Stock based compensation	658,195
Balance at Jul. 10, 2019	79,339,814
Balance at Jul. 10, 2019	252,938,525	$ 3,343		$ 0	290,592,210		(37,657,028)	221,443,561
Balance, shares at Jul. 10, 2019		33,430,259		100
Net Income (Loss)	(8,480,761)						(8,480,761)	(7,399,303)
Release of shares			$ 148			$ (148)
Release of Shares, share			$ 1,482,500
Release of share awards vested under 2019 Plan		$ 58			(58)
Release of share awards vested under 2019 Plan, shares		575,301
Stock-based compensation	9,750,822				9,750,822
Tax distribution from Hawk Parent								(185,957)
Balance at Sep. 30, 2019	$ 254,208,586	$ 3,549		$ 0	$ 300,342,826		$ (46,137,789)	$ 213,858,301
Balance, shares at Sep. 30, 2019		35,488,060		100

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2019	Jul. 10, 2019	Sep. 30, 2018
Cash flows from operating activities
Net income (loss)	$ (15,880,064)	$ (23,742,530)	$ 8,391,763
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Depreciation and amortization	10,702,840	6,222,917	7,580,345
Stock based compensation	9,750,822	908,978	630,222
Amortization of debt issuance costs	223,761	215,658	305,552
Fair value change in tax receivable liability	450,922
Deferred tax expense	(2,719,402)
Change in accounts receivable	247,912	(4,614,620)	(1,157,087)
Change in prepaid expenses and other	(3,089,306)	(73,533)	1,781
Change in accounts payable	2,914,452	1,297,035	233,108
Change in accrued expenses and other	2,335,150	28,136,310	(1,190,237)
Net cash provided by operating activities	4,937,087	8,350,215	14,795,447
Cash flows from investing activities
Purchases of property and equipment	(265,720)	(203,026)	(659,343)
Purchases of software	(1,682,965)	(3,842,744)	(3,635,741)
Net cash used in investing activities	(303,507,151)	(4,045,770)	(4,295,084)
Cash flows from financing activities
Change in line of credit	(3,500,000)		3,000,000
Issuance of long-term debt	210,000,000
Payments on long-term debt	(89,800,000)	(2,450,000)	(3,675,000)
Private placement issuance of Class A Common Stock	135,000,000
Repurchase of outstanding warrants	(38,700,000)
Conversion of Thunder Bridge Class A ordinary shares to Class A Common Stock	148,870,571
Distributions to Members	(185,957)	(6,904,991)	(3,743,826)
Payment of loan costs	(6,065,465)
Net cash provided (used) by financing activities	355,619,149	(9,354,991)	(4,418,826)
(Decrease) increase in cash, cash equivalents and restricted cash	57,049,085	(5,050,546)	6,081,537
Cash, cash equivalents and restricted cash at beginning of period	18,211,512	23,262,058	13,091,172
Cash, cash equivalents and restricted cash at end of period	57,049,085	18,211,512	19,172,709
Cash paid during the year for:
Interest	1,907,283	$ 2,929,509	$ 4,195,377
Hawk Parent
Cash flows from investing activities
Acquisition, net of cash and restricted cash acquired	(242,599,551)
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Acquisition of Hawk Parent in exchange for Class A Common Stock	220,056,226
Acquisition of Hawk Parent in exchange for amounts payable under Tax Receivable Agreement	65,886,701
Acquisition in exchange for contingent consideration	12,300,000
TriSource Solutions, LLC
Cash flows from investing activities
Acquisition, net of cash and restricted cash acquired	(58,958,915)
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Acquisition in exchange for contingent consideration	$ 2,250,000

Nature of Operations

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Nature of Operations

1. Nature of Operations

Repay Holdings Corporation and its consolidated subsidiaries (“REPAY” or the “Company”) is a full‑service provider of electronic transaction processing services. The Company targets its marketing efforts to certain industries that have specific transaction processing needs.

On July 11, 2019, Thunder Bridge Acquisition, Ltd. (“Thunder Bridge”) domesticated into a Delaware corporation (the “Domestication”) and consummated the merger (the “Merger”) of a wholly-owned subsidiary of Thunder Bridge with and into Hawk Parent Holdings LLC (together with its subsidiaries “Hawk Parent”), pursuant to a Second Amended and Restated Agreement and Plan of Merger dated effective as of January 21, 2019 (as amended or supplemented from time to time, the “Merger Agreement”) among Thunder Bridge, Hawk Parent and certain other parties thereto (the Domestication, the Merger and other transactions contemplated by the Merger Agreement, collectively, the “Business Combination”), following the approval at the extraordinary general meeting of the shareholders of Thunder Bridge held on July 10, 2019 (the “Shareholders Meeting”). In connection with the closing of the Business Combination (the “Closing”), the registrant changed its name from Thunder Bridge Acquisition, Ltd. to Repay Holdings Corporation and its trading symbols on NASDAQ from “TBRGU”, “TBRG” and “TBRGW” to “RPAY” and “RPAYW”.

Pursuant to the Business Combination, Thunder Bridge’s then issued and outstanding Class A ordinary shares and Class B ordinary shares automatically converted, on a one-for-one basis, into shares of Class A common stock of Repay Holdings Corporation, and each issued and outstanding warrant to purchase Class A ordinary shares of Thunder Bridge became, after giving effect to the Warrant Amendment (as defined below), exercisable by its terms to purchase an equal number of shares of Class A common stock. In addition, pre-Business Combination members of Hawk Parent received as consideration for their existing limited liability company interests of Hawk Parent an amount of cash and a number of units representing limited liability company interests of Hawk Parent as the surviving company following the Merger (the “Post-Merger Repay Units”, and holders of such Post-Merger Repay Units, the “Repay Unitholders”). In connection with the issuance of such Post-Merger Repay Units, the Company issued to Hawk Parent, as the surviving company following the Merger, 100 shares of Class V common stock of the Company, and Hawk Parent distributed one share of Class V common stock to each holder of Post-Merger Repay Units. The rights of holders of the Company’s common stock and warrants are governed by its certificate of incorporation, its bylaws and the Delaware General Corporation Law (the “DGCL”), and in the case of the warrants, the Warrant Agreement, dated June 18, 2018, between Thunder Bridge and the Continental Stock Transfer & Trust Company, as amended by the Warrant Amendment (the “Warrant Amendment”), dated July 11, 2019 (as amended, the “Warrant Agreement”).

As a result of the Business Combination, for accounting purposes, Repay Holdings Corporation is the acquirer and Hawk Parent is the acquired party and accounting predecessor. Our financial statement presentation includes the financial statements of Hawk Parent as “Predecessor” for periods prior to the completion of the Business Combination and of Repay Holdings Corporation, including the consolidation of Hawk Parent, for periods from and after the Closing (referred to as the “Successor”).

On August 13, 2019, the Successor, through its indirect majority owned subsidiary Repay Holdings, LLC, the members of TriSource Solutions, LLC (“TriSource”) and certain other parties entered into a Securities Purchase Agreement dated effective as of August 13, 2019 (as amended or supplemented from time to time, the “TriSource Purchase Agreement”), pursuant to which REPAY acquired TriSource (the “TriSource Acquisition”). TriSource, founded in 2007, provides back-end transaction processing services to independent sales organizations (“ISO’s”) and operates as a direct ISO on behalf of its owned portfolios and external sales agents.

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

2. Basis of Presentation and Summary of Significant Accounting Policies

Unaudited Interim Financial Statements

These unaudited consolidated interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes for each of the two years ended December 31, 2018 and 2017 and Hawk Parent Holdings LLC audited consolidated financial statements and accompanying notes for each of the two years ended December 31, 2018 and 2017, which are included in the Company’s Form 10-K for the year ended December 31, 2018 and the final prospectus and definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) by Thunder Bridge on June 24, 2019.

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with instructions to Form 10-Q and Rule 10-01 of SEC Regulation S-X as they apply to interim financial information. Accordingly, the interim consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading.

The interim consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments that are necessary for a fair statement of operations for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.

Principles of Consolidation

The consolidated financial statements include the accounts of Repay Holdings Corporation, the majority-owned Hawk Parent Holdings LLC and its wholly owned subsidiaries: Hawk Intermediate Holdings, LLC, Hawk Buyer Holdings, LLC, Repay Holdings, LLC, M&A Ventures, LLC, Repay Management Holdco Inc., Repay Management Service LLC, Sigma Acquisition, LLC, Wildcat Acquisition, LLC, Marlin Acquirer, LLC, REPAY International LLC, REPAY Canada ULC, and TriSource Solutions, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.

Basis of Financial Statement Presentation

The balance sheet data as of December 31, 2018 was derived from the audited Consolidated Financial Statements of Hawk Parent included in the final prospectus and definitive proxy statement filed with the SEC on June 24, 2019 by Thunder Bridge. The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited financial statements of Hawk Parent for the year ended December 31, 2018 and the final prospectus and definitive proxy statement filed with the SEC by Thunder Bridge on June 24, 2019.

The interim results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported consolidated statements of operations during the reporting period. Actual results could differ materially from those estimates.

Earnings per Share

Basic earnings per share of Class A common stock is computed by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to the Company, adjusted for the assumed exchange of all Post-Merger Repay Units, by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements.

The Predecessor’s LLC membership structure included several different types of LLC interests including ownership interests and profits interests. The Company analyzed the calculation of earnings per unit by using the two‑class method and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, the Predecessor’s earnings per share information has not been presented for any period.

Equity Units Awarded

The Repay Holdings Corporation 2019 Omnibus Incentive Plan (the “2019 Plan”) provides for the grant of various equity-based incentive awards to employees, directors, consultants and advisors to the Company. The types of equity-based awards that may be granted under the 2019 Plan include: stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and other stock-based awards. There are 7,326,728 shares of Class A common stock reserved for issuance under the 2019 Plan.

The Company accounts for stock-based compensation for employees and directors in accordance with ASC 718, Compensation (“ASC 718”). ASC 718 requires all share-based payments to employees, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period.

The Predecessor accounted for profit units awarded to management based on the fair value of the awards on the date of the grant and recognizes compensation expense for those awards over the requisite service period. The profits units were fully vested as of the Closing.

The fair value of the RSAs and RSUs granted under the 2019 Plan and the profit interests granted under the profit unit plan of the Predecessor is estimated on the grant date using the Black‑Scholes option valuation model. The Black‑Scholes option valuation model incorporates assumptions as to dividend yield, expected volatility, an appropriate risk‑free interest rate, and the expected life of the option. Forfeitures are accounted for as they occur.

Taxation

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to net operating losses, tax credits, and temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company reports a liability or a reduction of deferred tax assets for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. When applicable, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016‑02, Leases (Subtopic 842). The purpose of this ASU is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this ASU require that lessees recognize the rights and obligations resulting from leases as assets and liabilities on their balance sheets, initially measured at the present value of the lease payments over the term of the lease, including payments to be made in optional periods to extend the lease and payments to purchase the underlying assets if the lessee is reasonably certain of exercising those options. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP.

The effective date of this ASU for emerging growth companies is for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Management is currently assessing the impact this ASU will have on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014‑09, Revenue from Contracts with Customers (Topic 606), a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that an entity will recognize revenue to depict the transfer of promised 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 and services. The guidance may be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initial application recognized at the date of initial application for fiscal years beginning after December 15, 2017. In August 2015, the FASB issued ASU 2015‑14 which defers the effective date of ASU 2014‑09 one year for private or emerging growth companies, making it effective for annual reporting periods beginning after December 15, 2018, and interim periods beginning after December 15, 2019. The Company is in the process of reviewing the potential impact the adoption of this guidance will have on its consolidated financial statements.

Reclassification

Certain amounts in the consolidated financial statements have been reclassified from their original presentation to conform to current year presentation. These reclassifications had no material impact on the consolidated financial statements as previously reported.

Earnings per Share

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Earnings per Share

3. Earnings per share

During the Successor period from July 11, 2019 to September 30, 2019, basic and diluted net loss per common share are the same since the inclusion of the assumed exchange of all Post-Merger Repay Units, unvested restricted share awards and all warrants would have been anti-dilutive.

The following table summarizes net loss attributable to the Company and the weighted average basic and basic and diluted shares outstanding during the Successor period from July 11, 2019 to September 30, 2019:

	July 11, 2019 to September 30, 2019
Loss before income tax expense	$	(18,599,466	)
Less: Net loss attributable to noncontrolling interests		(7,399,303	)
Less: Income tax benefit		2,719,402
Net loss attributable to the Company	$	(8,480,761	)

Weighted average shares of Class A common stock outstanding - basic and diluted		34,326,127

Loss per share of Class A common stock outstanding - basic and diluted	$	(0.25	)

For the Successor period, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive:

Post-Merger Repay Units exchangeable for Class A common stock			22,045,296
Earn-out Post-Merger Repay Units exchangeable for Class A common stock			7,500,000
Dilutive warrants exercisable for Class A common stock			1,160,053
Unvested restricted share awards of Class A common stock			2,031,861
Share equivalents excluded from earnings (loss) per share			32,737,210

Shares of the Company’s Class V common stock do not participate in the earnings or losses of the Company and, therefore, are not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V common stock under the two-class method has not been presented.

Business Combinations

9 Months Ended

Sep. 30, 2019

Business Combinations [Abstract]

Business combinations

4. 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, (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 (“Earn-Out 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, 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 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, minus (v) the amount of the indebtedness and other debt-like items of Hawk Parent and its subsidiaries as of the Closing, 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 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 REPAY’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 and certain other tax attributes of Repay and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement.

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 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⁾		65,886,701
Net working capital adjustment		(396,737	)
Total purchase price	$	559,053,990

⁽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 to be paid to the selling members of Hawk Parent, pursuant to the Merger Agreement. The Company will reflect this as noncontrolling interests on its balance sheet. The Repay Unitholders will have the contingent earn out right to receive, up to 7,500,000 Earn-Out Units based on the stock price of the Company during the 12 and 24 month anniversaries of the Closing as follows:

If within the twelve month anniversary of the Closing, the volume weighted average price of the Class A Common Stock is greater than or equal to $12.50 over any 20 trading days within any 30 trading day period, the selling Hawk Parent members will be entitled to receive 50% of the Earn Out Units; and

If within the twenty-four month anniversary of the Closing, the volume weighted average price of the Class A Common Stock is greater than or equal to $14.00 over any 20 trading days within any 30 trading day period, the selling Hawk Parent members will be entitled to receive 100% of the Earn Out Units.

⁽³⁾

Represents liability with an estimated fair value of $65.9 million as a result of the Tax Receivable Agreement (TRA). If all the Post-Merger Repay Units are ultimately exchanged, the Company currently estimates that the Company would be required to pay an additional $60.7 million, which, combined with the initial $65.6 million, results in a total estimated payout of $126.6 million under the TRA. The initial $65.6 million is computed using actual cash consideration exchanged in the Business Combination. The remaining $60.7 million is computed based on a full exchange of the remaining Post-Merger Repay Units at $10.00 per share.

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 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		340,260,340
Total purchase price	$	559,053,990

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-competition 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, $340.3 million, represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired. 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 Hawk Parent.

The Successor incurred $1,212,589 of transaction expenses related to the Business Combination, from July 11, 2019 to September 30, 2019. The Predecessor incurred $32,420,151 and $34,761,354 of transaction expenses from July 1 to July 10, 2019 and January 1 to July 10, 2019, respectively. Thunder Bridge incurred $14,969,576 and $16,172,974 of transaction expenses, not reported in the Predecessor consolidated statement of operations, directly related to the Business Combination for the period from July 1, 2019 to July 10, 2019 and the period from January 1, 2019 to July 10, 2019, respectively.

TriSource Solutions, LLC

Upon closing the TriSource Acquisition, the Company acquired all of the ownership interests of TriSource Solutions, LLC. The TriSource Acquisition provides the Company with its own back-end transaction processing capabilities that will allow the Company to reduce future targets’ transaction processing costs and to expedite other synergy realization efforts.

Under the terms of the TriSource Purchase Agreement, the aggregate consideration paid at closing by REPAY was approximately $60 million in cash. In addition to the closing consideration, the TriSource Purchase Agreement contains a performance based earn-out 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 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 REPAY 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 preliminary purchase consideration paid to the selling members of TriSource:

Cash Consideration	$	60,034,000
Contingent consideration ⁽¹⁾		2,250,000
Total purchase price	$	62,284,000

⁽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 earn-out 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.

The Company recorded a preliminary 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 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		31,500,000
Total identifiable assets acquired		34,994,198
Accounts payable		(1,621,252	)
Accrued expenses		(756,117	)
Net identifiable assets acquired		32,616,829
Goodwill		29,667,171
Total purchase price	$	62,284,000

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-competition agreements	$	0.2	2
Trade names		0.8	Indefinite
Developed technology		4.0	3
Merchant relationships		26.5	10
	$	31.5

Goodwill, $29.7 million, represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired. 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.

The Company incurred transaction expenses of $1,104,934 from July 11, 2019 to September 30, 2019, related to the TriSource Acquisition. Since the date of the acquisition, TriSource has contributed $3,440,678 to revenue and $170,874 in net income to the Company’s unaudited consolidated statement of operations.

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 and TriSource Acquisition as if the transactions had occurred on January 1, 2018. 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 Three Months Ended September 30, 2019			Pro Forma Three Months Ended September 30, 2018			Pro Forma Nine Months Ended September 30, 2019			Pro Forma Nine Months Ended September 30, 2018
Revenue	$	44,182,943		$	38,396,483		$	132,946,950		$	113,973,450
Net loss		(14,360,187	)		(5,997,998	)		(22,112,665	)		(21,465,282	)
Net loss attributable to non-controlling interests		(5,850,340	)		(2,443,584	)		(9,008,700	)		(8,744,956	)
Net loss attributable to the Company		(8,509,847	)		(3,554,414	)		(13,103,965	)		(12,720,326	)

Loss per Class A share - basic and diluted	$	(0.25	)	$	(0.11	)	$	(0.38	)	$	(0.38	)

Property and Equipment

9 Months Ended

Sep. 30, 2019

Property Plant And Equipment [Abstract]

Property and Equipment

5. Property and equipment

Property and equipment consisted of the following:

	September 30,		December 31,
	2019		2018
	(Successor)		(Predecessor)
Furniture, fixtures, and office equipment	$	850,944	$	893,287
Computers		589,375		600,139
Leasehold improvements		209,011		310,520
Total		1,649,330		1,803,946
Less: Accumulated depreciation and amortization		164,123		556,797
	$	1,485,207	$	1,247,149

Depreciation expense for property and equipment was $164,123 for the Successor period from July 10, 2019 to September 30, 2019, and $15,220 for the Predecessor period from July 1, 2019 to July 10, 2019. For the Predecessor period from January 1, 2019 to July 10, 2019 depreciation expense was $282,303. Depreciation expense for property and equipment was $108,587 and $270,833 for the Predecessor periods of the three and nine months ended September 30, 2018, respectively.

Intangible Assets

9 Months Ended

Sep. 30, 2019

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets

6. Intangible assets

The Company holds definite and indefinite-lived intangible assets. The indefinite-lived intangible assets consist of trade names, of $20,800,000, as of September 30, 2019. This balance consists of two trade names, arising from the acquisitions of Hawk Parent and TriSource in the Successor period from July 11, 2019 to September 30, 2019.

Definite-lived intangible assets consisted of the following:

	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Useful Life (Years)
Customer relationships	$	79,187,788	$	16,658,908	$	62,528,880		7.92
Software costs		7,949,839		2,779,091		5,170,748		2.10
Reseller buyouts		581,000		57,867		523,133		9.00
Balance as of December 31, 2018 (Predecessor)	$	87,718,627	$	19,495,866	$	68,222,761		7.49

Customer relationships	$	236,500,000	$	5,038,817	$	231,461,183	9.79
Channel relationships		3,000,000		66,935		2,933,065	9.78
Software costs		70,632,965		5,109,846		65,523,119	2.78
Non-competition agreements		3,250,000		323,118		2,926,882	1.80
Balance as of September 30, 2019 (Successor)	$	313,382,965	$	10,538,717	$	302,844,248	8.13

The Successor’s amortization expense for intangible assets was $10,538,717 for the period from July 11, 2019 through September 30, 2019. The Predecessor’s amortization expense for intangible assets was $318,070 and $5,940,613 for the periods from July 1, 2019 to July 10, 2019 and January 1, 2019 to July 10, 2019, respectively. The Predecessor’s amortization expense for intangible assets was $2,557,338 and $7,309,512 for the three and nine months ended September 30, 2018, respectively.

The estimated amortization expense for the next five years and thereafter in the aggregate is as follows:

Year Ending December 31,	Estimated Future Amortization Expense
2019	$	12,279,830
2020		49,119,322
2021		48,389,953
2022		36,500,761
2023		23,950,000
2024		23,950,000
Thereafter	$	108,654,382

Borrowings

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Borrowings

7. Borrowings

Prior Credit Agreement

The Predecessor entered into a Revolving Credit and Term Loan Agreement (the “Prior Credit Agreement”), with SunTrust Bank and the other lenders party thereto on September 28, 2017, and amended December 15, 2017, which included a revolving loan component, the term loan and a delayed draw term loan. The Prior Credit Agreement was collateralized by substantially all assets of the Predecessor, based on the Prior Credit Agreement’s collateral documents, and it included restrictive qualitative and quantitative covenants, as defined in the Prior Credit Agreement. The Predecessor was in compliance with its restrictive covenants under the Prior Credit Agreement at December 31, 2018.

The Prior Credit Agreement provided for a maximum $10,000,000 revolving loan at a variable interest rate. This facility was terminated upon the closing of the Business Combination and execution of the New Credit Agreement (defined below). At the Closing and December 31, 2018, the outstanding balance on the revolving loan was $3,500,000. This balance was settled upon the Closing. Interest expense on the line of credit totaled $7,144 and $107,032 for the periods from July 1, 2019 to July 10, 2019 and January 1, 2019 to July 10, 2019, respectively. Interest expense on the line of credit totaled $49,388 and $132,230 for the three and nine months ended September 30, 2018, respectively.

New Credit Agreement

The Company entered into a Revolving Credit and Term Loan Agreement (the “New Credit Agreement”) on July 11, 2019, with SunTrust Bank and the other lenders party thereto, which provided a revolving credit facility, a term loan A, and a delayed draw term loan at a variable interest rate (5.26% at September 30, 2019). The term of the New Credit Agreement expires on July 11, 2024. The New Credit Agreement is collateralized by substantially all of the Company’s assets, and includes restrictive qualitative and quantitative covenants, as defined in the New Credit Agreement. The Company was in compliance with its restrictive covenants under the New Credit Agreement at September 30, 2019.

The New Credit Agreement provides for an aggregate revolving commitment of $20,000,000 at a variable interest rate (5.26% at September 30, 2019). At September 30, 2019, there was no outstanding balance on the revolving credit facility. The Successor’s interest expense on the line of credit totaled $18,889 for the period from July 11, 2019 through September 30, 2019.

At September 30, 2019 and December 31, 2018, total borrowings under the New Credit Agreement and Prior Credit Agreement consisted of the following, respectively:

	September 30, 2019		December 31, 2018
	Successor		Predecessor
Non-current indebtedness:
Term Loan	$	170,000,000	$	63,750,000
Delayed Draw Term Loan		40,000,000		28,500,000
Revolving Credit Facility		-		3,500,000
Total borrowings under credit facility ⁽¹⁾		210,000,000		95,750,000
Less: Current maturities of long-term debt ⁽²⁾		5,250,000		4,900,000
Less: Long-term loan debt issuance cost ⁽³⁾		5,841,704		1,534,796
Total non-current borrowings	$	198,908,296	$	89,315,204

⁽¹⁾	The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were 5.45% and 5.77% at September 30, 2019 (Successor) and December 31, 2018 (Predecessor), respectively

⁽²⁾

⁽³⁾	The Successor incurred $223,761 of interest expense for the amortization of deferred debt issuance costs from the Closing through September 30, 2019. The Predecessor incurred $11,956 and $215,658 for the period from July 1, 2019 to July 10, 2019 and January 1, 2019 to July 10, 2019, respectively.

Following is a summary of principal maturities of long‑term debt for each of the next five years ending December 31 and in the aggregate:

2019	$	1,312,500
2020		5,250,000
2021		7,875,000
2022		13,125,000
2023		15,750,000
2024		166,687,500
	$	210,000,000

The Successor incurred interest expense on the Term Loans of $2,462,237 from July 11, 2019 through September 30, 2019. The Predecessor incurred interest expense of $183,294 and $2,798,332 for the periods of July 1, 2019 to July 10, 2019 and January 1, 2019 to July 10, 2019, respectively. Interest expense on the long‑term debt totaled $1,339,214 and $4,065,999 for the three and nine months ended September 30, 2018, respectively.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2019

Commitments And Contingencies Disclosure [Abstract]

Commitments and contingencies

8. Commitments and contingencies

The Company is committed under various operating leases for buildings with varying expiration dates. Future minimum lease payments under noncancelable operating leases as of September 30, 2019, are as follows:

Year Ended	Amounts
2019	$	354,770
2020		842,684
2021		606,477
2022		255,105
2023		103,868
Thereafter		-
	$	2,162,904

Related Party Transactions

9 Months Ended

Sep. 30, 2019

Related party transactions

9. Related party transactions

The Predecessor paid management fees to Corsair Capital LLC, a related party having common ownership in the amount of $10,753 and $210,753 from July 1, 2019 to July 10, 2019 and January 1, 2019 to July 10, 2019, respectively. The Predecessor paid management fees of $100,000 and $300,000 for the three and nine months ended September 30, 2018, respectively, which are included in selling, general, and administrative expenses in the consolidated statement of operations.

The Successor incurred transaction costs on behalf of related parties from July 11, 2019 through September 30, 2019 of $630,455. The Predecessor incurred transaction costs on behalf of related parties from July 1, 2019 to July 10, 2019 and January 1, 2019 to July 10, 2019 of $6,631,665 and $6,762,601, respectively. The Predecessor incurred transaction costs on behalf of related parties for the three and nine months ended September 30, 2018 of $315,710 and $1,389,958, respectively.

Share Based Compensation

9 Months Ended

Sep. 30, 2019

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Share based compensation

10. Share based compensation

Omnibus Incentive Plan

At the Shareholders Meeting, Thunder Bridge shareholders considered and approved the 2019 Plan which resulted in the reservation of 7,326,728 shares of common stock for issuance thereunder. The 2019 Plan became effective immediately upon the Closing.

Under this plan, the Company currently has two types of share-based compensation awards outstanding: restricted stock awards (“RSAs”) and restricted stock units (“RSUs”). Activity from July 11, 2019 through September 30, 2019 was as follows:

	Class A Common Stock		Weighted Average Grant Date Fair Value
Unvested at July 11, 2019		-
Granted		3,000,229	$	11.73
Forfeited ⁽¹⁾		152,976		11.82
Vested		575,301		11.64
Unvested at September 30, 2019		2,271,952	$	11.75

(1)	Upon vesting, award-holders elected to sell shares to the Company in order to satisfy the associated tax obligations. The awards are not deemed outstanding; further, these forfeited shares are added back to the amount of shares available for grant under the 2019 Plan.

Unrecognized compensation expense related to unvested RSAs and RSUs was $25,453,313 at September 30, 2019, which is expected to be recognized as expense over the weighted-average period of 5.35 years. The Successor incurred $9,750,822 of share-based compensation expense from July 11, 2019 through September 30, 2019.

Original Equity Incentives

As a result of the change in ownership of Hawk Parent, 9,171 previously unvested profit interest units of the Predecessor with a weighted average grant date fair value of $180.87 were automatically vested, upon the Closing. A summary of the changes in non-vested units outstanding for the period from January 1, 2019 to July 10, 2019 is presented below:

	Units			Weighted average fair value per unit
Non-vested units at January 1, 2019		9,460		$	182.83
Activity during the period:
Granted	-
Vested		(9,460	)		(182.83	)
Non-vested units at September 30, 2019		—		$	—

The estimated fair value of the Predecessor’s profit interest units that vested during July 1, 2019 to July 10, 2019 and January 1, 2019 to July 10, 2019 is $658,195 and $908,977, respectively. During the three and nine months ended September 30, 2018, the Predecessor incurred $198,501 and $630,222, respectively, of share-based compensation expense, included in selling, general and administrative costs in the Unaudited Consolidated Statement of Operations.

Taxation

9 Months Ended

Sep. 30, 2019

Income Tax Disclosure [Abstract]

Taxation

11. Taxation

Repay Holdings Corporation is taxed as a corporation and is subject to paying corporate federal, state and local taxes on the income allocated to it from Hawk Parent, based upon Repay Holding Corporation’s economic interest held in Hawk Parent, as well as any stand-alone income or loss it generates. Hawk Parent is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Hawk Parent is not subject to U.S. federal and certain state and local income taxes. Hawk Parent’s members, including Repay Holdings Corporation, are liable for federal, state and local income taxes based on their allocable share of Hawk Parent’s pass-through taxable income.

The Company’s effective tax rate for the period from July 11, 2019 through September 30, 2019 was 14.6%. The Company recorded an income tax benefit of $2,719,402 for this period. The Company’s effective tax rates for the period from July 11, 2019 through September 30, 2019 was less than its combined federal and state statutory tax rate of 23.4%, primarily due to the Successor not being liable for income taxes on the portion of Hawk Parent’s earnings that are attributable to noncontrolling interests. The results for the Predecessor do not reflect income tax expense because, prior to the Closing, the consolidated Hawk Parent pass-through entity was not subject to corporate tax.

As a result of the Merger, the Company recognized a deferred tax asset (“DTA”) and offsetting deferred tax liability (“DTL”) in the amount of $5,577,541 to account for the portion of the Company’s outside basis in the partnership interest that it will not recover through tax deductions, a ceiling rule limitation arising under Internal Revenue Code (the “Code”) sec. 704(c). As the ceiling rule causes taxable income allocations to be in excess of 704(b) book allocations the DTL will unwind, leaving only the DTA, which may only be recovered through the sale of the partnership interest in Hawk Parent. At the Closing, the Company concluded, based on the weight of all positive and negative evidence, that all of our DTA are not likely to be realized. As such, a 100% valuation allowance was recognized. The Company did not recognize any change to the valuation allowance as of September 30, 2019, and the fact and circumstances remain unchanged.

During the period from July 11, 2019 through September 30, 2019, the Company recognized $2,719,402 of DTAs related to the income tax benefit derived from the net operating loss over the same period.

No uncertain tax positions existed as of September 30, 2019.

Tax receivable agreement liability

Pursuant to our election under Section 754 of the Code, we expect to obtain an increase in our share of the tax basis in the net assets of Hawk Parent when Post-Merger Repay Units are redeemed or exchanged for Class A common stock of Repay Holdings Corporation. The Company intends to treat any redemptions and exchanges of Post-Merger Repay Units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

On July 11, 2019, the Company entered into a TRA that provides for the payment by the Company of 100% of the amount of any tax benefits realized, or in some cases are deemed to realize, as a result of (i) increases in our share of the tax basis in the net assets of Hawk Parent resulting from any redemptions or exchanges of Post-Merger Repay Units and from our acquisition of the equity of the selling Hawk Parent members, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA (the "TRA Payments"). The TRA Payments are not conditioned upon any continued ownership interest in Hawk Parent or REPAY. The rights of each party under the Tax Receivable Agreement other than the Company are assignable. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors.

As of September 30, 2019, the Company had a liability of $66,337,623 related to its projected obligations under the TRA, which is captioned as tax receivable agreement liability in our Unaudited Consolidated Balance Sheet.

Subsequent Events

9 Months Ended

Sep. 30, 2019

Subsequent Events [Abstract]

Subsequent events

12. Subsequent events

Management has evaluated subsequent events and their potential effects on these unaudited consolidated financial statements through November 14, 2019, which is the date the unaudited consolidated financial statements were available to be issued.

On October 1, 2019, as required under the terms of the Merger Agreement, Hawk Parent issued 3,750,000 additional Post-Merger Repay Units to the Repay Unitholders as a result of the volume-weighted average trading price of the Company’s Class A common stock exceeding $12.50 for twenty out of thirty consecutive trading days during the first twelve months following the Closing. Also, as a result of the achievement of similar share price triggers, 1,482,500 shares of the Company’s Class A common stock held by Thunder Bridge Acquisition, LLC were released from escrow on October 2, 2019 and are no longer subject to forfeiture.

On October 1, 2019, in connection with the post-closing adjustment provisions of the Merger Agreement, 39,674 Post-Merger Repay Units were cancelled and 20,326 Post-Merger Repay Units were released from escrow and are no longer subject to forfeiture.

On October 1, 2019, the Company entered into a swap transaction with Regions Bank. On a quarterly basis, commencing on December 31, 2019 up to and including the termination date of July 11, 2024, the Company will make fixed payments on a beginning notional amount of $140,000,000. On a quarterly basis, commencing on December 31, 2019 up to and including the termination date of July 11, 2024, the counterparty will make floating rate payments based on the 3 month LIBOR on the beginning notional amount of $140,000,000.

On October 14, 2019, the Company announced the acquisition of APS Payments for up to $60 million, which includes a performance based earn-out. The closing of the acquisition was financed with a combination of cash on hand and proceeds from borrowings under the New Credit Agreement.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Unaudited Interim Financial Statements	Unaudited Interim Financial Statements These unaudited consolidated interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes for each of the two years ended December 31, 2018 and 2017 and Hawk Parent Holdings LLC audited consolidated financial statements and accompanying notes for each of the two years ended December 31, 2018 and 2017, which are included in the Company’s Form 10-K for the year ended December 31, 2018 and the final prospectus and definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) by Thunder Bridge on June 24, 2019. The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with instructions to Form 10-Q and Rule 10-01 of SEC Regulation S-X as they apply to interim financial information. Accordingly, the interim consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments that are necessary for a fair statement of operations for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of Repay Holdings Corporation, the majority-owned Hawk Parent Holdings LLC and its wholly owned subsidiaries: Hawk Intermediate Holdings, LLC, Hawk Buyer Holdings, LLC, Repay Holdings, LLC, M&A Ventures, LLC, Repay Management Holdco Inc., Repay Management Service LLC, Sigma Acquisition, LLC, Wildcat Acquisition, LLC, Marlin Acquirer, LLC, REPAY International LLC, REPAY Canada ULC, and TriSource Solutions, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.
Basis of Financial Statement Presentation	Basis of Financial Statement Presentation The balance sheet data as of December 31, 2018 was derived from the audited Consolidated Financial Statements of Hawk Parent included in the final prospectus and definitive proxy statement filed with the SEC on June 24, 2019 by Thunder Bridge. The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited financial statements of Hawk Parent for the year ended December 31, 2018 and the final prospectus and definitive proxy statement filed with the SEC by Thunder Bridge on June 24, 2019. The interim results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported consolidated statements of operations during the reporting period. Actual results could differ materially from those estimates.
Earnings per Share	Earnings per Share Basic earnings per share of Class A common stock is computed by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to the Company, adjusted for the assumed exchange of all Post-Merger Repay Units, by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. The Predecessor’s LLC membership structure included several different types of LLC interests including ownership interests and profits interests. The Company analyzed the calculation of earnings per unit by using the two‑class method and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, the Predecessor’s earnings per share information has not been presented for any period.
Equity Units Awarded	Equity Units Awarded The Repay Holdings Corporation 2019 Omnibus Incentive Plan (the “2019 Plan”) provides for the grant of various equity-based incentive awards to employees, directors, consultants and advisors to the Company. The types of equity-based awards that may be granted under the 2019 Plan include: stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and other stock-based awards. There are 7,326,728 shares of Class A common stock reserved for issuance under the 2019 Plan. The Company accounts for stock-based compensation for employees and directors in accordance with ASC 718, Compensation (“ASC 718”). ASC 718 requires all share-based payments to employees, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period. The Predecessor accounted for profit units awarded to management based on the fair value of the awards on the date of the grant and recognizes compensation expense for those awards over the requisite service period. The profits units were fully vested as of the Closing. The fair value of the RSAs and RSUs granted under the 2019 Plan and the profit interests granted under the profit unit plan of the Predecessor is estimated on the grant date using the Black‑Scholes option valuation model. The Black‑Scholes option valuation model incorporates assumptions as to dividend yield, expected volatility, an appropriate risk‑free interest rate, and the expected life of the option. Forfeitures are accounted for as they occur.
Taxation	Taxation Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to net operating losses, tax credits, and temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company reports a liability or a reduction of deferred tax assets for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. When applicable, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016‑02, Leases (Subtopic 842). The purpose of this ASU is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this ASU require that lessees recognize the rights and obligations resulting from leases as assets and liabilities on their balance sheets, initially measured at the present value of the lease payments over the term of the lease, including payments to be made in optional periods to extend the lease and payments to purchase the underlying assets if the lessee is reasonably certain of exercising those options. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The effective date of this ASU for emerging growth companies is for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Management is currently assessing the impact this ASU will have on its consolidated financial statements. In May 2014, the FASB issued ASU 2014‑09, Revenue from Contracts with Customers (Topic 606), a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that an entity will recognize revenue to depict the transfer of promised 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 and services. The guidance may be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initial application recognized at the date of initial application for fiscal years beginning after December 15, 2017. In August 2015, the FASB issued ASU 2015‑14 which defers the effective date of ASU 2014‑09 one year for private or emerging growth companies, making it effective for annual reporting periods beginning after December 15, 2018, and interim periods beginning after December 15, 2019. The Company is in the process of reviewing the potential impact the adoption of this guidance will have on its consolidated financial statements.
Reclassification	Reclassification Certain amounts in the consolidated financial statements have been reclassified from their original presentation to conform to current year presentation. These reclassifications had no material impact on the consolidated financial statements as previously reported.

Earnings per Share (Tables)

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Summary of Net Loss and Weighted Average Basic and Diluted Shares Outstanding

	July 11, 2019 to September 30, 2019
Loss before income tax expense	$	(18,599,466	)
Less: Net loss attributable to noncontrolling interests		(7,399,303	)
Less: Income tax benefit		2,719,402
Net loss attributable to the Company	$	(8,480,761	)

Weighted average shares of Class A common stock outstanding - basic and diluted		34,326,127

Loss per share of Class A common stock outstanding - basic and diluted	$	(0.25	)

Summary of Components of Common Stock Equivalent Shares Excluded from Computation of Diluted Loss per Share

For the Successor period, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive:

Post-Merger Repay Units exchangeable for Class A common stock			22,045,296
Earn-out Post-Merger Repay Units exchangeable for Class A common stock			7,500,000
Dilutive warrants exercisable for Class A common stock			1,160,053
Unvested restricted share awards of Class A common stock			2,031,861
Share equivalents excluded from earnings (loss) per share			32,737,210

Business Combinations (Tables)

9 Months Ended

Sep. 30, 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⁾		65,886,701
Net working capital adjustment		(396,737	)
Total purchase price	$	559,053,990

⁽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⁾

⁽³⁾

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		340,260,340
Total purchase price	$	559,053,990

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-competition 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	$	60,034,000
Contingent consideration ⁽¹⁾		2,250,000
Total purchase price	$	62,284,000

⁽¹⁾

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		31,500,000
Total identifiable assets acquired		34,994,198
Accounts payable		(1,621,252	)
Accrued expenses		(756,117	)
Net identifiable assets acquired		32,616,829
Goodwill		29,667,171
Total purchase price	$	62,284,000

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-competition agreements	$	0.2	2
Trade names		0.8	Indefinite
Developed technology		4.0	3
Merchant relationships		26.5	10
	$	31.5

Hawk Parent Holdings LLC And TriSource Solutions, LLC

Business Acquisition [Line Items]

Summary of Pro Forma Financial Information

Pro Forma Financial Information (Unaudited)

	Pro Forma Three Months Ended September 30, 2019			Pro Forma Three Months Ended September 30, 2018			Pro Forma Nine Months Ended September 30, 2019			Pro Forma Nine Months Ended September 30, 2018
Revenue	$	44,182,943		$	38,396,483		$	132,946,950		$	113,973,450
Net loss		(14,360,187	)		(5,997,998	)		(22,112,665	)		(21,465,282	)
Net loss attributable to non-controlling interests		(5,850,340	)		(2,443,584	)		(9,008,700	)		(8,744,956	)
Net loss attributable to the Company		(8,509,847	)		(3,554,414	)		(13,103,965	)		(12,720,326	)

Loss per Class A share - basic and diluted	$	(0.25	)	$	(0.11	)	$	(0.38	)	$	(0.38	)

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2019

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following:

	September 30,		December 31,
	2019		2018
	(Successor)		(Predecessor)
Furniture, fixtures, and office equipment	$	850,944	$	893,287
Computers		589,375		600,139
Leasehold improvements		209,011		310,520
Total		1,649,330		1,803,946
Less: Accumulated depreciation and amortization		164,123		556,797
	$	1,485,207	$	1,247,149

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2019

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule Of Definite-lived Intangible Assets

Definite-lived intangible assets consisted of the following:

	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Useful Life (Years)
Customer relationships	$	79,187,788	$	16,658,908	$	62,528,880		7.92
Software costs		7,949,839		2,779,091		5,170,748		2.10
Reseller buyouts		581,000		57,867		523,133		9.00
Balance as of December 31, 2018 (Predecessor)	$	87,718,627	$	19,495,866	$	68,222,761		7.49

Customer relationships	$	236,500,000	$	5,038,817	$	231,461,183	9.79
Channel relationships		3,000,000		66,935		2,933,065	9.78
Software costs		70,632,965		5,109,846		65,523,119	2.78
Non-competition agreements		3,250,000		323,118		2,926,882	1.80
Balance as of September 30, 2019 (Successor)	$	313,382,965	$	10,538,717	$	302,844,248	8.13

Schedule of Estimated Amortization Expense

The estimated amortization expense for the next five years and thereafter in the aggregate is as follows:

Year Ending December 31,	Estimated Future Amortization Expense
2019	$	12,279,830
2020		49,119,322
2021		48,389,953
2022		36,500,761
2023		23,950,000
2024		23,950,000
Thereafter	$	108,654,382

Borrowings (Tables)

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Summary of Borrowings under Credit Agreement

At September 30, 2019 and December 31, 2018, total borrowings under the New Credit Agreement and Prior Credit Agreement consisted of the following, respectively:

	September 30, 2019		December 31, 2018
	Successor		Predecessor
Non-current indebtedness:
Term Loan	$	170,000,000	$	63,750,000
Delayed Draw Term Loan		40,000,000		28,500,000
Revolving Credit Facility		-		3,500,000
Total borrowings under credit facility ⁽¹⁾		210,000,000		95,750,000
Less: Current maturities of long-term debt ⁽²⁾		5,250,000		4,900,000
Less: Long-term loan debt issuance cost ⁽³⁾		5,841,704		1,534,796
Total non-current borrowings	$	198,908,296	$	89,315,204

⁽¹⁾	The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were 5.45% and 5.77% at September 30, 2019 (Successor) and December 31, 2018 (Predecessor), respectively

⁽²⁾

⁽³⁾	The Successor incurred $223,761 of interest expense for the amortization of deferred debt issuance costs from the Closing through September 30, 2019. The Predecessor incurred $11,956 and $215,658 for the period from July 1, 2019 to July 10, 2019 and January 1, 2019 to July 10, 2019, respectively.

Summary of Principal Maturities of Long-term Debt

Following is a summary of principal maturities of long‑term debt for each of the next five years ending December 31 and in the aggregate:

2019	$	1,312,500
2020		5,250,000
2021		7,875,000
2022		13,125,000
2023		15,750,000
2024		166,687,500
	$	210,000,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2019

Commitments And Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments

Year Ended	Amounts
2019	$	354,770
2020		842,684
2021		606,477
2022		255,105
2023		103,868
Thereafter		-
	$	2,162,904

Share based compensation (Tables)

9 Months Ended

Sep. 30, 2019

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Outstanding Restricted Stock Awards And Restricted Stock Units Activity

Activity from July 11, 2019 through September 30, 2019 was as follows:

	Class A Common Stock		Weighted Average Grant Date Fair Value
Unvested at July 11, 2019		-
Granted		3,000,229	$	11.73
Forfeited ⁽¹⁾		152,976		11.82
Vested		575,301		11.64
Unvested at September 30, 2019		2,271,952	$	11.75

(1)	Upon vesting, award-holders elected to sell shares to the Company in order to satisfy the associated tax obligations. The awards are not deemed outstanding; further, these forfeited shares are added back to the amount of shares available for grant under the 2019 Plan.

Summary of Changes in Non-Vested Units Outstanding

A summary of the changes in non-vested units outstanding for the period from January 1, 2019 to July 10, 2019 is presented below:

	Units			Weighted average fair value per unit
Non-vested units at January 1, 2019		9,460		$	182.83
Activity during the period:
Granted	-
Vested		(9,460	)		(182.83	)
Non-vested units at September 30, 2019		—		$	—

Nature of Operations - Additional Information (Details) - shares		9 Months Ended
	Jul. 11, 2019	Sep. 30, 2019
Summary Of Significant Accounting Policies [Line Items]
Business combination, shares conversion description		Thunder Bridge’s then issued and outstanding Class A ordinary shares and Class B ordinary shares automatically converted, on a one-for-one basis, into shares of Class A common stock of Repay Holdings Corporation, and each issued and outstanding warrant to purchase Class A ordinary shares of Thunder Bridge became, after giving effect to the Warrant Amendment (as defined below), exercisable by its terms to purchase an equal number of shares of Class A common stock.
Post Merger Repay Units \| Class V Common Stock
Summary Of Significant Accounting Policies [Line Items]
Number of shares issued	100
Number of shares distributed to each holder	1

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - 2019 Plan	Sep. 30, 2019 shares
Summary Of Significant Accounting Policies [Line Items]
Common stock reserved for issuance	7,326,728
Class A Common Stock
Summary Of Significant Accounting Policies [Line Items]
Common stock reserved for issuance	7,326,728

Earnings per Share - Summary of Net Loss and Weighted Average Basic and Diluted Shares Outstanding (Details) - USD ($)		3 Months Ended		6 Months Ended			9 Months Ended
	Jul. 10, 2019	Sep. 30, 2019	Sep. 30, 2018	Jul. 10, 2019	Jun. 30, 2019	Jun. 30, 2018	Sep. 30, 2018
Earnings Per Share [Abstract]
Loss before income tax expense	$ (32,763,009)	$ (18,599,466)	$ 3,727,338	$ (23,742,530)			$ 8,391,763
Less: Net loss attributable to noncontrolling interests		(7,399,303)
Income tax benefit (expense)		2,719,402
Net income (loss) attributable to the Company	$ (32,763,009)	$ (8,480,761)	$ 3,727,338	$ (23,742,530)	$ 9,020,479	$ 4,664,425	$ 8,391,763
Weighted average shares of Class A common stock outstanding - basic and diluted		34,326,127
Loss per share of Class A common stock outstanding - basic and diluted		$ (0.25)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Earnings per Share - Summary of Components of Common Stock Equivalent Shares Excluded from Computation of Diluted Loss per Share (Details)	3 Months Ended
	Sep. 30, 2019 shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Share equivalents excluded from earnings (loss) per share	32,737,210
Class A Common Stock \| Post-Merger Repay Units Exchangeable
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Share equivalents excluded from earnings (loss) per share	22,045,296
Class A Common Stock \| Earn-out Post-Merger Repay Units Exchangeable
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Share equivalents excluded from earnings (loss) per share	7,500,000
Class A Common Stock \| Dilutive Warrants Exercisable
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Share equivalents excluded from earnings (loss) per share	1,160,053
Class A Common Stock \| Unvested Restricted Share Awards
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Share equivalents excluded from earnings (loss) per share	2,031,861

Business Combinations - Additional Information (Details) - USD ($)				3 Months Ended		6 Months Ended			9 Months Ended
	Aug. 13, 2019	Jul. 11, 2019	Jul. 10, 2019	Sep. 30, 2019	Sep. 30, 2018	Jul. 10, 2019	Jun. 30, 2019	Jun. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Business Acquisition [Line Items]
Goodwill				$ 369,927,511					$ 369,927,511		$ 119,529,202
Revenue			$ 3,907,167	37,155,767	$ 32,291,908	$ 79,389,826				$ 96,154,759
Net income			(32,763,009)	(8,480,761)	$ 3,727,338	(23,742,530)	$ 9,020,479	$ 4,664,425		$ 8,391,763
Hawk Parent Holdings LLC
Business Acquisition [Line Items]
Merger agreement, description									The amount of cash consideration paid to selling Hawk Parent members at the Closing 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, minus (v) the amount of the indebtedness and other debt-like items of Hawk Parent and its subsidiaries as of the Closing, 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.
Amount of equal cash reserve for merger consideration		$ 10,000,000
Cash escrow		150,000
Amount to be held by representative for merger consideration		2,000,000
Goodwill		340,260,340
Transactions costs			32,420,151	1,212,589		34,761,354
Cash Consideration		260,811,062
Hawk Parent Holdings LLC \| Maximum
Business Acquisition [Line Items]
Contingent earn-out right to be received		$ 7,500,000
Thunder Bridge Acquisition, LLC
Business Acquisition [Line Items]
Transactions costs			$ 14,969,576			$ 16,172,974
TriSource Solutions, LLC
Business Acquisition [Line Items]
Goodwill	$ 29,667,171
Transactions costs				1,104,934
Cash Consideration	60,034,000
Revenue				3,440,678
Net income				$ 170,874
TriSource Solutions, LLC \| Maximum
Business Acquisition [Line Items]
Contingent earn-out right to be received	$ 5,000,000
Class V Common Stock
Business Acquisition [Line Items]
Number of shares exchanged for limited liability interest		1
Post Merger Repay Units
Business Acquisition [Line Items]
Percentage of tax savings		100.00%
Post Merger Repay Units \| Class A Common Stock
Business Acquisition [Line Items]
Number of shares exchanged for limited liability interest		1

Business Combinations - Summary of Preliminary Purchase Consideration (Details) - USD ($)	Aug. 13, 2019	Jul. 11, 2019
Hawk Parent Holdings LLC
Business Acquisition [Line Items]
Cash Consideration		$ 260,811,062
Unit Consideration		220,452,964
Contingent consideration		12,300,000
Tax receivable agreement liability		65,886,701
Net working capital adjustment		(396,737)
Total purchase price		$ 559,053,990
TriSource Solutions, LLC
Business Acquisition [Line Items]
Cash Consideration	$ 60,034,000
Contingent consideration	2,250,000
Total purchase price	$ 62,284,000

Business Combinations - Summary of Preliminary Purchase Consideration (Parenthetical) (Details) - USD ($)	Aug. 13, 2019	Jul. 11, 2019
Hawk Parent Holdings LLC
Business Acquisition [Line Items]
Number of shares issued		22,045,297
Business combination price per share		$ 10.00
Tax receivable agreement liability		$ 65,886,701
Cash Consideration		260,811,062
Total estimated payout		$ 559,053,990
Hawk Parent Holdings LLC \| Within Twelve Month Anniversary
Business Acquisition [Line Items]
Percentage of earnout units entitled to receive		50.00%
Hawk Parent Holdings LLC \| Within Twelve Month Anniversary \| Class A Common Stock
Business Acquisition [Line Items]
Weighted average price of common stock		$ 12.50
Hawk Parent Holdings LLC \| Within Twenty Four Month Anniversary
Business Acquisition [Line Items]
Percentage of earnout units entitled to receive		100.00%
Hawk Parent Holdings LLC \| Within Twenty Four Month Anniversary \| Class A Common Stock
Business Acquisition [Line Items]
Weighted average price of common stock		$ 14.00
Hawk Parent Holdings LLC \| Tax Receivable Agreement
Business Acquisition [Line Items]
Business combination price per share		$ 10.00
Tax receivable agreement liability		$ 65,900,000
Business combination contingent consideration liability		60,700,000
Cash Consideration		65,600,000
Business combination shares issued		60,700,000
Total estimated payout		126,600,000
Hawk Parent Holdings LLC \| Maximum
Business Acquisition [Line Items]
Contingent earn-out right to be received		$ 7,500,000
Hawk Parent Holdings LLC \| Maximum \| Within Twelve Month Anniversary \| Class A Common Stock
Business Acquisition [Line Items]
Trading period		30 days
Hawk Parent Holdings LLC \| Maximum \| Within Twenty Four Month Anniversary \| Class A Common Stock
Business Acquisition [Line Items]
Trading period		30 days
Hawk Parent Holdings LLC \| Minimum [Member] \| Within Twelve Month Anniversary \| Class A Common Stock
Business Acquisition [Line Items]
Trading period		20 days
Hawk Parent Holdings LLC \| Minimum [Member] \| Within Twenty Four Month Anniversary \| Class A Common Stock
Business Acquisition [Line Items]
Trading period		20 days
TriSource Solutions, LLC
Business Acquisition [Line Items]
Cash Consideration	$ 60,034,000
Total estimated payout	62,284,000
TriSource Solutions, LLC \| Maximum
Business Acquisition [Line Items]
Contingent earn-out right to be received	$ 5,000,000

Business Combinations - Summary of Preliminary Purchase Allocation (Details) - USD ($)	Sep. 30, 2019	Aug. 13, 2019	Jul. 11, 2019	Dec. 31, 2018
Business Acquisition [Line Items]
Goodwill	$ 369,927,511			$ 119,529,202
Hawk Parent Holdings LLC
Business Acquisition [Line Items]
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			340,260,340
Total purchase price			$ 559,053,990
TriSource Solutions, LLC
Business Acquisition [Line Items]
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		31,500,000
Total identifiable assets acquired		34,994,198
Accounts payable		(1,621,252)
Accrued expenses		(756,117)
Net identifiable assets acquired		32,616,829
Goodwill		29,667,171
Total purchase price		$ 62,284,000

Business Combinations - Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives (Details) - USD ($)	Aug. 13, 2019	Jul. 11, 2019
Hawk Parent Holdings LLC
Business Acquisition [Line Items]
Identifiable intangible assets, fair value		$ 301,000,000
Hawk Parent Holdings LLC \| Trade Names
Business Acquisition [Line Items]
Identifiable intangible assets, fair value		$ 20,000,000
Identifiable intangible assets, useful life, description		Indefinite
Hawk Parent Holdings LLC \| Non-Competition Agreements
Business Acquisition [Line Items]
Identifiable intangible assets, fair value		$ 3,000,000
Identifiable intangible assets, useful life		2 years
Hawk Parent Holdings LLC \| Developed Technology
Business Acquisition [Line Items]
Identifiable intangible assets, fair value		$ 65,000,000
Identifiable intangible assets, useful life		3 years
Hawk Parent Holdings LLC \| Merchant Relationships
Business Acquisition [Line Items]
Identifiable intangible assets, fair value		$ 210,000,000
Identifiable intangible assets, useful life		10 years
Hawk Parent Holdings LLC \| Channel Relationships
Business Acquisition [Line Items]
Identifiable intangible assets, fair value		$ 3,000,000
Identifiable intangible assets, useful life		10 years
TriSource Solutions, LLC
Business Acquisition [Line Items]
Identifiable intangible assets, fair value	$ 31,500,000
TriSource Solutions, LLC \| Trade Names
Business Acquisition [Line Items]
Identifiable intangible assets, fair value	$ 800,000
Identifiable intangible assets, useful life, description	Indefinite
TriSource Solutions, LLC \| Non-Competition Agreements
Business Acquisition [Line Items]
Identifiable intangible assets, fair value	$ 200,000
Identifiable intangible assets, useful life	2 years
TriSource Solutions, LLC \| Developed Technology
Business Acquisition [Line Items]
Identifiable intangible assets, fair value	$ 4,000,000
Identifiable intangible assets, useful life	3 years
TriSource Solutions, LLC \| Merchant Relationships
Business Acquisition [Line Items]
Identifiable intangible assets, fair value	$ 26,500,000
Identifiable intangible assets, useful life	10 years

Business Combinations - Summary of Pro Forma Financial Information (Details) - Hawk Parent Holdings LLC And TriSource Solutions, LLC - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Business Acquisition [Line Items]
Revenue	$ 44,182,943	$ 38,396,483	$ 132,946,950	$ 113,973,450
Net loss	(14,360,187)	(5,997,998)	(22,112,665)	(21,465,282)
Net loss attributable to non-controlling interests	(5,850,340)	(2,443,584)	(9,008,700)	(8,744,956)
Net loss attributable to the Company	$ (8,509,847)	$ (3,554,414)	$ (13,103,965)	$ (12,720,326)
Loss per Class A share - basic and diluted	$ (0.25)	$ (0.11)	$ (0.38)	$ (0.38)

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Property Plant And Equipment [Line Items]
Property,plant and equipment, gross	$ 1,649,330	$ 1,803,946
Less: Accumulated depreciation and amortization	164,123	556,797
Property, plant and equipment, net	1,485,207	1,247,149
Furniture, Fixtures, and Office Equipment
Property Plant And Equipment [Line Items]
Property,plant and equipment, gross	850,944	893,287
Computers
Property Plant And Equipment [Line Items]
Property,plant and equipment, gross	589,375	600,139
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property,plant and equipment, gross	$ 209,011	$ 310,520

Property and Equipment - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended	9 Months Ended
	Jul. 10, 2019	Sep. 30, 2019	Sep. 30, 2018	Jul. 10, 2019	Sep. 30, 2018
Property Plant And Equipment [Abstract]
Depreciation expense	$ 15,220	$ 164,123	$ 108,587	$ 282,303	$ 270,833

Intangible Assets - Additional Information (Details)		3 Months Ended		6 Months Ended	9 Months Ended
Intangible Assets - Additional Information (Details)	Jul. 10, 2019 USD ($)	Sep. 30, 2019 USD ($) TradeName	Sep. 30, 2018 USD ($)	Jul. 10, 2019 USD ($)	Sep. 30, 2018 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
Indefinite-lived intangible assets trade names		$ 20,800,000
Number of trade names \| TradeName		2
Amortization of Intangible Assets	$ 318,070	$ 10,538,717	$ 2,557,338	$ 5,940,613	$ 7,309,512

Intangible Assets - Schedule of Definite-lived Intangible Assets (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 313,382,965	$ 87,718,627
Accumulated Amortization	10,538,717	19,495,866
Net Carrying Value	$ 302,844,248	$ 68,222,761
Weighted Average Useful Life (Years)	8 years 1 month 17 days	7 years 5 months 26 days
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 236,500,000	$ 79,187,788
Accumulated Amortization	5,038,817	16,658,908
Net Carrying Value	$ 231,461,183	$ 62,528,880
Weighted Average Useful Life (Years)	9 years 9 months 14 days	7 years 11 months 1 day
Software Costs
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 70,632,965	$ 7,949,839
Accumulated Amortization	5,109,846	2,779,091
Net Carrying Value	$ 65,523,119	$ 5,170,748
Weighted Average Useful Life (Years)	2 years 9 months 10 days	2 years 1 month 6 days
Reseller Buyouts
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value		$ 581,000
Accumulated Amortization		57,867
Net Carrying Value		$ 523,133
Weighted Average Useful Life (Years)		9 years
Channel Relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 3,000,000
Accumulated Amortization	66,935
Net Carrying Value	$ 2,933,065
Weighted Average Useful Life (Years)	9 years 9 months 10 days
Non-Competition Agreements
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 3,250,000
Accumulated Amortization	323,118
Net Carrying Value	$ 2,926,882
Weighted Average Useful Life (Years)	1 year 9 months 18 days

Intangible Assets - Schedule of Estimated Amortization Expense (Details)	Sep. 30, 2019 USD ($)
Estimated Future Amortization Expense
2019	$ 12,279,830
2020	49,119,322
2021	48,389,953
2022	36,500,761
2023	23,950,000
2024	23,950,000
Thereafter	$ 108,654,382

Borrowings - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
Borrowings - Additional Information (Details) - USD ($)	Jul. 10, 2019	Sep. 30, 2019	Sep. 30, 2018	Jul. 10, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Jul. 11, 2019	Sep. 28, 2017
Debt Instrument [Line Items]
Line of credit							$ 3,500,000
Line of credit Interest expense			$ 1,339,214			$ 4,065,999
Term Loan
Debt Instrument [Line Items]
Line of credit Interest expense	$ 183,294	$ 2,462,237		$ 2,798,332
Variable interest rate					5.45%		5.77%
New Credit Agreement \| Revolving Credit and Term Loan
Debt Instrument [Line Items]
Line of credit		0			$ 0
Line of credit maximum borrowing capacity								$ 20,000,000
Line of credit Interest expense		$ 18,889
Line of credit expiration date					Jul. 11, 2024
Variable interest rate					5.26%
Line of credit covenant compliance					The Company was in compliance with its restrictive covenants under the New Credit Agreement at September 30, 2019.
Revolving Loan
Debt Instrument [Line Items]
Variable interest rate					5.45%		5.77%
Revolving Loan \| Prior Credit Agreement
Debt Instrument [Line Items]
Line of credit							$ 3,500,000
Line of credit maximum borrowing capacity									$ 10,000,000
Line of credit Interest expense	$ 7,144		$ 49,388	$ 107,032		$ 132,230

Borrowings - Summary of Borrowings under Credit Agreement (Details) - USD ($)

Sep. 30, 2019

Dec. 31, 2018

Debt Instrument [Line Items]

Total borrowings under credit facility

^[1]

$ 210,000,000

$ 95,750,000

Less: Current maturities of long-term debt

^[2]

5,250,000

4,900,000

Less: Long-term loan debt issuance cost

^[3]

5,841,704

1,534,796

Total non-current borrowings

198,908,296

89,315,204

Term Loan

Debt Instrument [Line Items]

Total borrowings under credit facility

170,000,000

63,750,000

Delayed Draw Term Loan

Debt Instrument [Line Items]

Total borrowings under credit facility

$ 40,000,000

28,500,000

Revolving Credit Facility

Debt Instrument [Line Items]

Total borrowings under credit facility

$ 3,500,000

[1]	The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were 5.45% and 5.77% at September 30, 2019 (Successor) and December 31, 2018 (Predecessor), respectively
[2]	Pursuant to the terms of the New Credit Agreement, the Successor is required to make quarterly principal payments equal to 0.625% of the initial principal amount of the Term Loan and Delayed Draw Term Loan (collectively the “Term Loans”). Under the Prior Credit Agreement, the Predecessor was required to make quarterly principal payments equal to 1.25% of the initial principal amount of the Term Loans.
[3]	The Successor incurred $223,761 of interest expense for the amortization of deferred debt issuance costs from the Closing through September 30, 2019. The Predecessor incurred $11,956 and $215,658 for the period from July 1, 2019 to July 10, 2019 and January 1, 2019 to July 10, 2019, respectively.

Borrowings - Summary of Borrowings under Credit Agreement (Parenthetical) (Details) - USD ($)		3 Months Ended	6 Months Ended	9 Months Ended		12 Months Ended
	Jul. 10, 2019	Sep. 30, 2019	Jul. 10, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Debt Instrument [Line Items]
Percentage of initial principal amount of the term loans		0.625%				1.25%
Interest expense for the amortization of deferred debt issuance costs		$ 223,761	$ 215,658		$ 305,552
Interest Expense
Debt Instrument [Line Items]
Interest expense for the amortization of deferred debt issuance costs	$ 11,956	$ 223,761	$ 215,658
Revolving Credit Facility
Debt Instrument [Line Items]
Variable interest rate				5.45%		5.77%
Term Loan
Debt Instrument [Line Items]
Variable interest rate				5.45%		5.77%
Delayed Draw Term Loan
Debt Instrument [Line Items]
Variable interest rate				5.45%		5.77%

Borrowings - Summary of Principal Maturities of Long-term Debt (Details) - USD ($)

Sep. 30, 2019

Dec. 31, 2018

Debt Disclosure [Abstract]

$ 1,312,500

5,250,000

7,875,000

13,125,000

15,750,000

166,687,500

Total borrowings under credit facility

^[1]

$ 210,000,000

$ 95,750,000

[1]	The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were 5.45% and 5.77% at September 30, 2019 (Successor) and December 31, 2018 (Predecessor), respectively

Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details)	Sep. 30, 2019 USD ($)
Commitments And Contingencies Disclosure [Abstract]
2019	$ 354,770
2020	842,684
2021	606,477
2022	255,105
2023	103,868
Total	$ 2,162,904

Related Party Transactions - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended	9 Months Ended
	Jul. 10, 2019	Sep. 30, 2019	Sep. 30, 2018	Jul. 10, 2019	Sep. 30, 2018
Related Party Transaction [Line Items]
Transaction costs incurred on behalf of related parties	$ 6,631,665	$ 630,455	$ 315,710	$ 6,762,601	$ 1,389,958
Corsair Capital LLC
Related Party Transaction [Line Items]
Management fees	$ 10,753			$ 210,753
Selling, General and Administrative Expenses
Related Party Transaction [Line Items]
Management fees			$ 100,000		$ 300,000

Share Based Compensation - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended	9 Months Ended
	Jul. 10, 2019	Sep. 30, 2019	Sep. 30, 2018	Jul. 10, 2019	Sep. 30, 2018	Dec. 31, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense related to unvested RSAs and RSUs		$ 25,453,313
Weighted-average period related to unvested RSAs and RSUs		5 years 4 months 6 days
Share based compensation expense		$ 9,750,822
Non-vested units		9,171				9,460
Weighted average grant date fair value		$ 180.87				$ 182.83
Estimated fair value of the profit units that vested	$ 658,195			$ 908,977
Selling, General and Administrative Expenses
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation expense			$ 198,501		$ 630,222
2019 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for issuance		7,326,728

Share Based Compensation - Schedule of Outstanding Restricted Stock Awards And Restricted Stock Units Activity (Details) - Restricted Stock Award (RSAs) And Restricted Stock Units (RSU) - Class A Common Stock

3 Months Ended

Sep. 30, 2019

$ / shares

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Granted | shares

3,000,229

Forfeited | shares

152,976

^[1]

Vested | shares

575,301

Unvested, Ending Balance | shares

2,271,952

Weighted average grant date fair value, Granted | $ / shares

$ 11.73

Weighted average grant date fair value, Forfeited | $ / shares

11.82

^[1]

Weighted average grant date fair value, Vested | $ / shares

11.64

Weighted average grant date fair value, Ending Balance | $ / shares

$ 11.75

[1]	Upon vesting, award-holders elected to sell shares to the Company in order to satisfy the associated tax obligations. The awards are not deemed outstanding; further, these forfeited shares are added back to the amount of shares available for grant under the 2019 Plan.

Share Based Compensation - Summary of Changes in Non-Vested Units Outstanding (Details)	9 Months Ended
	Sep. 30, 2019 $ / shares shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Non-vested units, Beginning Balance \| shares	9,460
Vested, Units \| shares	(9,460)
Non-vested units, Ending Balance \| shares	9,171
Weighted average fair value per unit, Beginning Balance \| $ / shares	$ 182.83
Weighted average fair value per unit, Vested \| $ / shares	(182.83)
Weighted average fair value per unit, Ending Balance \| $ / shares	$ 180.87

Taxation - Additional Information (Details) - USD ($)		3 Months Ended
Taxation - Additional Information (Details) - USD ($)	Jul. 11, 2019	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Effective tax rate		14.60%
Income tax benefit		$ 2,719,402
Combined federal and state statutory effective tax rate		23.40%
Deferred tax asset and offsetting deferred tax liability	$ 5,577,541
Valuation allowance recognized, percentage	100.00%
Change to valuation allowance		$ 0
Deferred tax assets recognized		2,719,402
Uncertain tax positions		0
Percentage of tax benefits payable under Tax Receivable Agreement	100.00%
Liability related to projected obligations under Tax Receivable Agreement		$ 66,337,623

Subsequent Events - Additional Information (Details) - USD ($)				1 Months Ended
	Oct. 14, 2019	Oct. 02, 2019	Jul. 11, 2019	Oct. 01, 2019
Hawk Parent Holdings LLC
Subsequent Event [Line Items]
Additional post merger repay units issued to the repay unitholders			22,045,297
Business acquisition of APS payments			$ 559,053,990
Subsequent Event
Subsequent Event [Line Items]
Shares released from escrow				20,326
Post-merger repay units, cancelled				39,674
Notional amount				$ 140,000,000
Business acquisition of APS payments	$ 60,000,000
Subsequent Event \| LIBOR
Subsequent Event [Line Items]
Notional amount				$ 140,000,000
Subsequent Event \| Hawk Parent Holdings LLC
Subsequent Event [Line Items]
Additional post merger repay units issued to the repay unitholders				3,750,000
Class A Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Weighted average price of common stock				$ 12.50
Threshold consecutive trading days, description				Class A common stock exceeding $12.50 for twenty out of thirty consecutive trading days during the first twelve months following the Closing.
Class A Common Stock \| Subsequent Event \| Thunder Bridge Acquisition, LLC
Subsequent Event [Line Items]
Shares released from escrow		1,482,500