0001564590-20-024317 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2020	May 06, 2020
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Document Period End Date	Mar. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
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	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		40,401,264
Class V Common Stock
Entity Common Stock, Shares Outstanding		100

Consolidated Balance Sheets - USD ($)

Mar. 31, 2020

Dec. 31, 2019

Assets

Cash and cash equivalents

$ 32,712,610

$ 24,617,996

Accounts receivable

15,202,198

14,068,477

Related party receivable

563,084

Prepaid expenses and other

4,824,443

4,632,965

Total current assets

52,739,251

43,882,522

Property, plant and equipment, net

1,876,382

1,610,652

Restricted cash

11,678,713

13,283,121

Customer relationships, net of amortization

265,284,508

247,589,240

Software, net of amortization

61,664,897

61,219,143

Other intangible assets, net of amortization

24,533,971

24,241,505

Goodwill

411,702,399

389,660,519

Deferred tax assets

347,758

Other assets

555,449

Total noncurrent assets

777,088,628

738,159,629

Total assets

829,827,879

782,042,151

Liabilities

Accounts payable

10,887,469

9,586,001

Related party payable

31,791,494

14,571,266

Accrued expenses

12,228,936

15,965,683

Current maturities of long-term debt

^[1]

5,502,000

5,500,000

Current tax receivable agreement

6,336,487

Total current liabilities

66,746,386

51,959,437

Long-term debt, net of current maturities

240,955,360

197,942,705

Line of credit

10,000,000

Tax receivable agreement

61,381,702

60,839,739

Deferred tax liability

768,335

Other liabilities

9,311,648

16,864

Total noncurrent liabilities

311,648,710

269,567,643

Total liabilities

378,395,096

321,527,080

Commitment and contingencies (Note 12)

Stockholders' equity

Additional paid-in capital

314,971,234

307,914,346

Accumulated other comprehensive (loss) income

(5,329,705)

313,397

Accumulated deficit

(57,310,504)

(53,878,460)

Total stockholders' equity

252,334,809

254,353,036

Equity attributable to non-controlling interests

199,097,974

206,162,035

Total liabilities and stockholders' equity and members' equity

829,827,879

782,042,151

Class A Common Stock

Stockholders' equity

Common stock value

3,784

3,753

Total stockholders' equity

$ 3,784

$ 3,753

[1]	Pursuant to the terms of the New Credit Agreement, the Company 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”).

Consolidated Balance Sheets (Parenthetical)	Mar. 31, 2020 $ / 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	37,838,619
Common shares, shares outstanding	37,838,619
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
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Revenue	$ 39,462,537	$ 23,023,405
Operating Expenses
Costs of services	10,771,297	5,119,184
Selling, general and administrative	18,166,191	8,676,634
Depreciation and amortization	13,904,384	2,914,328
Total operating expenses	42,841,872	16,710,146
(Loss) Income from operations	(3,379,335)	6,313,259
Other (expense) income
Interest expense	(3,517,785)	(1,448,892)
Change in fair value of tax receivable liability	(541,963)
Other income	39,048	19
Total other (expense) income	(4,020,700)	(1,448,873)
(Loss) income before income tax expense	(7,400,035)	4,864,386
Income tax benefit	1,115,592
Net income (loss)	(6,284,443)	4,864,386
Less: Net (loss) income attributable to non-controlling interests	(2,852,399)
Net (loss) income attributable to the Company	$ (3,432,044)	$ 4,864,386
Loss per Class A share:
Basic and diluted	$ (0.09)
Weighted-average shares outstanding:
Basic and diluted	37,624,829

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement Of Income And Comprehensive Income [Abstract]
Net (loss) income	$ (6,284,443)	$ 4,864,386
Other comprehensive loss, before tax
Change in fair value of designated cash flow hedges	(9,854,764)
Total other comprehensive loss, before tax	(9,854,764)
Income tax related to items of other comprehensive income:
Tax benefit on change in fair value of designated cash flow hedges	1,314,843
Total income tax benefit on related to items of other comprehensive income	1,314,843
Total other loss income, net of tax	(8,539,921)
Total comprehensive loss	(14,824,364)	4,864,386
Less: Comprehensive loss attributable to non-controlling interests	(7,064,061)
Comprehensive (loss) income attributable to the Company	$ (7,760,303)	$ 4,864,386

Consolidated Statements of Changes in Equity (Unaudited) - USD ($)	Total	Class A Common Stock	Class V Common Stock	Additional Paid-In Capital	Accumulated Deficit	Non-controlling Interests	Accumulated Other Comprehensive (Loss) Income
Balance at Dec. 31, 2018	$ 109,078,357
Net Income (Loss)	4,864,386
Stock based compensation	127,195
Distribution to members	(151,764)
Balance at Mar. 31, 2019	113,918,174
Balance at Dec. 31, 2019	254,353,036	$ 3,753		$ 307,914,346	$ (53,878,460)	$ 206,162,035	$ 313,397
Balance, shares at Dec. 31, 2019		37,530,568	100
Net Income (Loss)	(3,432,044)				(3,432,044)	(2,852,399)
Stock-based compensation	3,522,731			3,522,731
Warrant exercise	3,534,188	$ 31		3,534,157
Warrant exercise, shares		308,051
Accumulated other comprehensive (loss) income	(5,643,102)					(4,211,662)	(5,643,102)
Balance at Mar. 31, 2020	$ 252,334,809	$ 3,784		$ 314,971,234	$ (57,310,504)	$ 199,097,974	$ (5,329,705)
Balance, shares at Mar. 31, 2020		37,838,619	100

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities
Net (loss) income	$ (6,284,443)	$ 4,864,386
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	13,904,384	2,914,328
Stock based compensation	3,522,731	127,195
Amortization of debt issuance costs	332,990	101,851
Fair value change in tax receivable liability	541,963
Fair value change in other assets and liabilities	(4,531)
Deferred tax expense	(1,116,093)
Change in accounts receivable	242,818	(1,346,738)
Change in related party receivable	563,084
Change in prepaid expenses and other	(10,964)	(52,123)
Change in accounts payable	1,149,433	(553,268)
Change in related party payable	(160,321)
Change in accrued expenses and other	(4,109,906)	(6,398,639)
Net cash provided by (used in) operating activities	8,571,145	(343,008)
Cash flows from investing activities
Purchases of property and equipment	(366,694)	(102,488)
Purchases of software	(2,409,074)	(1,938,738)
Acquisition of Ventanex, net of cash and restricted cash acquired	(35,521,024)
Net cash used in investing activities	(38,296,792)	(2,041,226)
Cash flows from financing activities
Change in line of credit	(10,000,000)
Issuance of long-term debt	46,000,000
Payments on long-term debt	(1,562,500)	(1,225,000)
Exercise of warrants	3,534,188
Distributions to Members		(151,764)
Payment of loan costs	(1,755,835)
Net cash provided by (used in) financing activities	36,215,853	(1,376,764)
Increase (decrease) in cash, cash equivalents and restricted cash	6,490,206	(3,760,998)
Cash, cash equivalents and restricted cash at beginning of period	37,901,117	23,262,058
Cash, cash equivalents and restricted cash at end of period	44,391,323	19,501,060
Cash paid during the year for:
Interest	3,184,795	$ 5,665,434
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Valuation adjustment to contingent consideration for APS acquisition	6,580,549
Acquisition of Ventanex in exchange for contingent consideration	$ 10,800,000

Organizational Structure and Corporate Information

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Organizational Structure and Corporate Information

1. Organizational Structure and Corporate Information

Repay Holdings Corporation was incorporated as a Delaware corporation on July 11, 2019 in connection with the closing of a transaction (the “Business Combination”) pursuant to which Thunder Bridge Acquisition Ltd., a special purpose acquisition company organized under the laws of the Cayman Islands (“Thunder Bridge”), (a) domesticated into a Delaware corporation and changed its name to “Repay Holdings Corporation” and (b) consummated the merger of a wholly owned subsidiary of Thunder Bridge with and into Hawk Parent Holdings, LLC, a Delaware limited liability company (“Hawk Parent”).

Throughout this section, unless otherwise noted or unless the context otherwise requires, the terms “we”, “us”, “Repay” and the “Company” and similar references refer (1) before the Business Combination, to Hawk Parent and its consolidated subsidiaries and (2) from and after the Business Combination, to Repay Holdings Corporation and its consolidated subsidiaries. Throughout this section, unless otherwise noted or unless the context otherwise requires, “Thunder Bridge” refers to Thunder Bridge Acquisition. Ltd. prior to the consummation of the Business Combination.

The Company is headquartered in Atlanta, Georgia. The Company’s legacy business was founded as M & A Ventures, LLC, a Georgia limited liability company doing business as REPAY: Realtime Electronic Payments (“REPAY LLC”), in 2006 by current executives John Morris and Shaler Alias. Hawk Parent was formed in 2016 in connection with the acquisition of a majority interest in the successor entity of REPAY LLC and its subsidiaries by certain investment funds sponsored by, or affiliated with, Corsair Capital LLC (“Corsair”).

On February 10, 2020, the Company acquired all of the equity interests of CDT Technologies, LTD. d/b/a Ventanex (“Ventanex”) for $36.0 million in cash. In addition to the $36.0 million cash consideration, the Ventanex selling equityholders may be entitled to a total of $14.0 million in two separate cash earnout payments, dependent on the achievement of certain growth targets.

Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

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 the period ended December 31, 2019 and Hawk Parent audited consolidated financial statements and accompanying notes for the years ended December 31, 2018 and 2017, which are included in the Company’s Form 10-K for the year ended December 31, 2019, as amended.

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 financial position, operations and cash flows as of and 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 (“PaidSuite”), Marlin Acquirer, LLC (“Paymaxx”), REPAY International LLC, REPAY Canada ULC, TriSource Solutions, LLC, Mesa Acquirer, LLC, CDT Technologies LTD. and Viking GP Holdings, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.

Basis of Financial Statement Presentation

The accompanying consolidated financial statements of the Company were prepared in accordance with GAAP. The Company uses the accrual basis of accounting whereby revenues are recognized when earned, usually upon the date services are rendered, and expenses are recognized at the date services are rendered or goods are received.

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.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Startups Act of 2012, 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.

Recently Adopted Accounting Pronouncements

Fair Value Measurement

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements in Topic 820. After the adoption of ASU 2018-13, an entity will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; the valuation processes for Level 3 fair value measurements.

ASU 2018-13 is effective for the Company’s annual period beginning after December 15, 2019. The amendments on changes in unrealized gains and losses should be applied prospectively for only the most recent period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented on their effective date. After adopting ASU 2018-13, there was no material effect on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements not yet Adopted

Leases

In February 2016, the FASB issued 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.

Credit Losses

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. The changes (as amended) are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is considered an emerging growth company and has elected to use the extended transition period provided for such companies. As a result, the Company will not be required to adopt ASU No. 2016-13 until January 1, 2023. The Company is currently evaluating the impact of the adoption of this principle on the Company’s consolidated financial statements.

Accounting for Income Taxes

In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU No. 2019-12"). ASU No. 2019-12 simplifies the accounting for income taxes, eliminates certain exceptions within Income Taxes (Topic 740), and clarifies certain aspects of the current guidance to promote consistency among reporting entities, and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. Most amendments within ASU No. 2019-12 are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently in the process of evaluating the effects of ASU No. 2019-12 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.

Revenue

3 Months Ended

Mar. 31, 2020

Revenue From Contract With Customer [Abstract]

Revenue

3. Revenue

Most of our revenues are derived from volume-based payment processing fees (“discount fees”) and other related fixed per transaction fees. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed and include fees relating to processing and services that we provide. The Company’s performance obligations in its contracts with customers is the promise to stand-ready to provide payment processing services ("processing services") for an unknown or unspecified quantity of transactions and the consideration received is contingent upon the customer’s use (e.g., number of transactions submitted and processed) of the related processing services. Accordingly, the total transaction price is variable. These services are stand-ready obligations, as the timing and quantity of transactions to be processed is not determinable. Under a stand-ready obligation, the Company’s performance obligation is satisfied over time throughout the contract term rather than at a point in time. Because the service of standing ready to perform processing services is substantially the same each day and has the same pattern of transfer to the customer, the Company has determined that its stand-ready performance obligation comprises a series of distinct

days of service. Discount fees and other fixed per transaction fees are recognized each day using a time-elapsed output method based on the volume or transaction count at the time the merchants’ transactions are processed.

Revenue recorded with by the Company in the capacity as a principal is reported at on a gross basis equal to the full amount of consideration to which the Company expects in exchange for the good or service transferred. Revenue recorded with the Company acting in the capacity of an agent is reported on a net basis, exclusive of any consideration provided to the principal party in the transaction.

Interchange and network fees

Within its contracts with customers, the Company incurs interchange and network pass-through charges from the third-party card issuers and payment networks, respectively, related to the provision of payment authorization and routing services. The Company has determined that it is acting as an agent with respect to these payment authorization and routing services and as such, the Company views the card-issuing bank and the payment network as the principal for these performance obligations. Therefore, revenue allocated to the payment authorization performance obligation is presented net of interchange and card network fees paid to the card issuing banks and card networks, respectively, for the three months ended March 31, 2020 and 2019 respectively.

Indirect relationships

As a result of its past acquisitions, the Company has legacy relationships with Independent Sales Organizations (each an “ISO”), whereby the Company acts as the merchant acquirer for the ISO. The ISO maintains a direct relationship with the sponsor bank and the transaction processor, rather than the Company. Consequently, the Company recognizes revenue for these relationships net of the residual amount remitted to the ISO, based on the fact that the ISO is primarily responsible for providing the transaction processing services to the merchant. The Company is not focused on this sales model, and this relationship will represent an increasingly smaller portion of the business over time.

Disaggregation of revenue

The table below presents a disaggregation of revenue by direct and indirect relationships for the three months ended:

	March 31, 2020		March 31, 2019
	(Successor)		(Predecessor)
Revenue
Direct relationships	$	38,715,624	$	22,309,716
Indirect relationships		746,913		713,689
Total Revenue	$	39,462,537	$	23,023,405

Contract Costs

The incremental costs of obtaining a contract are recognized as an asset if the cost is incremental to obtaining a contract, and whether the costs are recoverable from the client. If both criteria are not met, costs are expensed as incurred. If the amortization period of the capitalized commission cost asset is less than one year, the Company may elect a practical expedient per ASC 340-40-25-4 to expense commissions as incurred.

The Company currently incurs costs to obtain a contract through payments made to external referral partners. Any capitalized commission cost assets have an amortization period of one year or less, therefore the Company utilizes the practical expedient to expense commissions as incurred.

Earnings per Share

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Earnings per Share

4. Earnings Per Share

During the three months ended March 31, 2020, basic and diluted net loss per common share are the same since the inclusion of the assumed exchange of all limited liability company interests of Hawk Parent (the “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:

	For the Three Months Ended March 31, 2020
Loss before income tax expense	$	(7,400,035	)
Less: Net loss attributable to non-controlling interests		(2,852,399	)
Less: Income tax benefit		1,115,592
Net loss attributable to the Company	$	(3,432,044	)

Weighted average shares of Class A common stock outstanding - basic and diluted		37,624,829

Loss per share of Class A common stock outstanding - basic and diluted	$	(0.09	)

For the three months ended March 31, 2020, 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			29,505,623
Dilutive warrants exercisable for Class A common stock			1,925,108
Unvested restricted share awards of Class A common stock			2,905,053
Share equivalents excluded from earnings (loss) per share			34,335,784

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

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

Business Combinations

5. Business Combinations

APS Payments

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

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

Cash consideration	$	30,000,000
Contingent consideration ⁽¹⁾		18,580,549
Total purchase price	$	48,580,549

⁽¹⁾

^{Reflects the fair value of APS Earnout, to be paid to the selling members of APS, pursuant to the asset purchase agreement between APS and Repay Holdings, LLC (“APS Purchase Agreement”). The selling members of APS will have the contingent earnout right to receive a payment of up to $30.0 million in three separate payments, dependent on the achievement of certain growth targets, as defined in the APS Purchase Agreement, for the period commencing on October 12, 2019 and ending on December 31, 2020. As of March 31, 2020, the APS Earnout was $18.6 million, as a result of a $6.6 million measurement period adjustment to the preliminary valuation of $12.0 million, as of December 31, 2019.}

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

Cash and cash equivalents	$	-
Accounts receivable		1,963,177
Prepaid expenses and other current assets		67,158
Total current assets		2,030,335
Property, plant and equipment, net		159,553
Restricted cash		549,978
Identifiable intangible assets		21,500,000
Total identifiable assets acquired		24,239,866
Accounts payable		(1,101,706	)
Accrued expenses		(19,018	)
Net identifiable assets acquired		23,119,142
Goodwill		25,461,407
Total purchase price	$	48,580,549

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

	Fair Value		Useful life
Identifiable intangible assets	(in millions)		(in years)
Non-compete agreements	$	0.5	5
Trade names		0.5	Indefinite
Merchant relationships		20.5	9
	$	21.5

Goodwill of $25.5 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 APS Payments.

Ventanex

Upon closing the Ventanex acquisition, the Company acquired all of the ownership interests of CDT Technologies, LTD. Ventanex is an integrated payment solutions provider to consumer finance (including mortgage servicers) and business-to-business (“B2B”) healthcare verticals. The mortgage loan servicer and B2B healthcare verticals represent a material expansion of our existing focus. Ventanex’s focus on mortgage payments allowed the Company to expand its personal loan business. Further, the Ventanex acquisition accelerated the Company’s entry into the healthcare payments vertical.

Under the terms of the securities purchase agreement between Repay Holdings, LLC and the direct and indirect owners of CDT Technologies, LTD. (“Ventanex Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $36 million in cash. In addition to the closing consideration, the Ventanex Purchase Agreement contains a performance-based earnout, which was based on future results of the acquired business, (the “Ventanex Earnout Payment”) and could result in an additional payment to the former owners of Ventanex of up to $14 million. The Ventanex acquisition was financed with a combination of cash on hand and committed borrowing capacity under the Company’s existing credit facility. The Ventanex Purchase Agreement contains customary representations, warranties and covenants by REPAY and the former owners of Ventanex, as well as a customary post-closing adjustment provision relating to working capital and similar items.

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

Cash consideration	$	36,000,000
Contingent consideration ⁽¹⁾		10,800,000
Total purchase price	$	46,800,000

⁽¹⁾

^{Reflects the fair value of the Ventanex Earnout Payment, the contingent consideration to be paid to the selling members of Ventanex, pursuant to the Ventanex Purchase Agreement as of March 31, 2020. The selling partners of Ventanex will have the contingent earn-out right to receive a payment of up to $14.0 million dependent upon the Gross Profit, as defined in the Ventanex Purchase Agreement, for the years ended December 31, 2020 and 2021.}

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

Cash and cash equivalents	$	50,663
Accounts receivable		1,376,539
Prepaid expenses and other current assets		180,514
Total current assets		1,607,716
Property, plant and equipment, net		137,833
Restricted cash		428,313
Identifiable intangible assets		29,690,000
Total identifiable assets acquired		31,863,862
Accounts payable		(152,035	)
Accrued expenses		(373,159	)
Net identifiable assets acquired		31,338,668
Goodwill		15,461,332
Total purchase price	$	46,800,000

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-compete agreements	$	0.1	5
Trade names		0.5	Indefinite
Developed technology		4.4	3
Merchant relationships		24.7	10
	$	29.7

Goodwill of $15.5 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 Ventanex.

The Company incurred transaction expenses of $1.0 million for the three months ended March 31, 2020, related to the Ventanex acquisition. Since the date of the acquisition, Ventanex has contributed $1.9 million to revenue and $0.1 million 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 TriSource, APS and Ventanex acquisitions as if the transactions had occurred on January 1, 2019. The unaudited pro forma information reflects adjustments for the issuance of the Company’s common stock, debt incurred in connection with the transactions, the impact of the fair value of intangible assets acquired and related amortization and other adjustments the Company believes are reasonable for the pro forma presentation. In addition, the pro forma earnings exclude acquisition-related costs.

	Pro Forma Three Months Ended March 31, 2020			Pro Forma Three Months Ended March 31, 2019
Revenue	$	41,756,312		$	35,671,770
Net loss		(4,585,192	)		(7,220,058	)
Net loss attributable to non-controlling interests		(2,126,185	)		(2,620,317	)
Net loss attributable to the Company		(2,459,007	)		(4,599,740	)

Loss per Class A share - basic and diluted	$	(0.07	)	$	(0.14	)

Fair Value

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value

6. Fair Value

The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented. Refer to Note 5, Note 10 and Note 11 for additional information on these liabilities.

	March 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	32,712,610	$	—	$	—		32,712,610
Total assets	$	32,712,610	$	—	$	—	$	32,712,610
Liabilities:
Contingent consideration	$	—	$	—	$	31,630,549		31,630,549
Borrowings		—		246,457,360		—		246,457,360
Tax receivable agreement	$	—	$	—	$	67,718,189		67,718,189
Interest rate swap		—		9,299,315		—		9,299,315
Total liabilities	$	—	$	255,756,675	$	99,348,738	$	355,105,413

	December 31, 2019
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	24,617,996	$	—	$	—		24,617,996
Interest rate swap		—		555,449		—		555,449
Total assets	$	24,617,996	$	555,449	$	—	$	25,173,445
Liabilities:
Contingent consideration	$	—	$	—	$	14,250,000		14,250,000
Borrowings		—		213,908,388		—		213,908,388
Tax receivable agreement		—		—		67,176,226		67,176,226
Total liabilities	$	—	$	213,908,388	$	81,426,226	$	295,334,614

Cash and cash equivalents

Cash and cash equivalents are classified within Level 1 of the fair value hierarchy, under ASC 820, Fair Value Measurements (“ASC 820”), as the primary component of the price is obtained from quoted market prices in an active market. The carrying amounts of the Company’s cash and cash equivalents approximate their fair values due to the short maturities and highly liquid nature of these accounts.

Contingent Consideration

Contingent consideration relates to potential payments that the Company may be required to make associated with acquisitions. To the extent that the valuation of these liabilities are based on inputs that are less observable or not observable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for measures categorized in Level 3. The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805, Business Combinations (“ASC 805”).

The following table provides a rollforward of the contingent consideration related to previous business acquisitions. Refer to Note 5 for more details.

	Three Months Ended March 31,
	2020		2019
	(Successor)		(Predecessor)
Balance at beginning of period	$	14,250,000	$	1,816,988
Purchases		10,800,000	—
Payments	—			(1,816,988	)
Accretion expense	—		—
Valuation adjustment		6,580,549	—
Balance at end of period	$	31,630,549	—

Term loan

The carrying value of our term loan is net of unamortized debt discount and debt issuance costs. The fair value of our term loan was determined using a discounted cash flow model based on observable market factors, such as changes in credit spreads for comparable benchmark companies and credit factors specific to us. The fair value of our term loan is classified within Level 2 of the fair value hierarchy, as the inputs to the discounted cash flow model are generally observable and do not contain a high level of subjectivity.

Tax Receivable Agreement

Upon the completion of the Business Combination, we entered into that certain Tax Receivable Agreement (the “Tax Receivable Agreement” or “TRA”) with holders of Post-Merger Repay Units. As a result of the TRA, we established a liability in our consolidated financial statements. The TRA is recorded at fair value based on estimates of discounted future cash flows associated with the estimated payments to the Post-Merger Repay Unit holders. These inputs are not observable in the market; thus, the TRA is classified within Level 3 of the fair value hierarchy, under ASC 820. The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805.

The following table provides a rollforward of the contingent consideration related to previous business acquisitions. See Note 15 for further discussion on the TRA.

	Three Months Ended March 31,
	2020		2019
	(Successor)		(Predecessor)
Balance at beginning of period	$	67,176,226	$	—
Purchases	—		—
Payments	—			—
Accretion expense		541,963	—
Valuation adjustment		—	—
Balance at end of period	$	67,718,189	—

Interest rate swap

In October 2019, the Company entered into a $140.0 million notional, fifty-seven month interest rate swap agreement, and in February 2020, the Company entered into a $30.0 million notional, sixty month interest rate swap agreement. These interest rate swap agreements are to hedge changes in its cash flows attributable to interest rate risk on a combined $170.0 million of our variable-rate term loan to a fixed-rate basis, thus reducing the impact of interest rate changes on future interest expense.

These swaps involve the receipt of variable-rate amounts in exchange for fixed interest rate payments over the lives of the agreements without an exchange of the underlying notional amounts and were designated for accounting

purposes as cash flow hedges. The interest rate swaps are carried at fair value on a recurring basis in the Consolidated Balance Sheets and are classified within Level 2 of the fair value hierarchy, as the inputs to the derivative pricing model are generally observable and do not contain a high level of subjectivity. The fair value was determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Property and Equipment

3 Months Ended

Mar. 31, 2020

Property Plant And Equipment [Abstract]

Property and Equipment

7. Property and Equipment

Property and equipment consisted of the following:

	March 31,		December 31,
	2020		2019
Furniture, fixtures, and office equipment	$	1,026,991	$	944,105
Computers		1,183,916		859,426
Leasehold improvements		320,296		223,145
Total		2,531,203		2,026,676
Less: Accumulated depreciation and amortization		654,821		416,024
	$	1,876,382	$	1,610,652

Depreciation expense for property and equipment was $0.2 million and $0.1 million for the three months ended March 31, 2020 and 2019, respectively.

Intangible Assets

3 Months Ended

Mar. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets

8. Intangible Assets

The Company holds definite and indefinite-lived intangible assets. The indefinite-lived intangible assets consist of trade names, of $21.7 million, as of March 31, 2020. This balance consists of four trade names, arising from the acquisitions of Hawk Parent, TriSource, APS and Ventanex in the Successor period from July 11, 2019 to March 31, 2020.

Definite-lived intangible assets consisted of the following:

	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Useful Life (Years)
Customer relationships	$	280,700,000	$	18,198,557	$	262,501,443		9.28
Channel relationships		3,000,000		216,935		2,783,065		9.28
Software costs		79,094,610		17,429,713		61,664,897		2.33
Non-compete agreements		3,990,000		1,156,029		2,833,971		2.09
Balance as of March 31, 2020	$	366,784,610	$	37,001,234	$	329,783,376		7.71

Customer relationships	$	256,000,000	$	11,393,825	$	244,606,175	9.48
Channel relationships		3,000,000		141,935		2,858,065	9.53
Software costs		72,290,752		11,080,696		61,210,056	2.54
Non-compete agreements		3,900,000		733,495		3,166,505	2.28
Balance as of December 31, 2019	$	335,190,752	$	23,349,951	$	311,840,801	7.90

The Company’s amortization expense for intangible assets was $13.7 million and $2.8 million for the three months ended March 31, 2020 and 2019, 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
2020	$	42,463,360
2021		49,776,203
2022		49,272,375
2023		28,795,778
2024		28,745,700
2025		24,833,333
Thereafter		105,896,627

Goodwill

3 Months Ended

Mar. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill

9. Goodwill

The following table presents changes to goodwill for the three months ended March 31, 2020 and 2019.

	Total
Balance at December 31, 2019	$	389,660,519
Acquisitions		15,461,331
Dispositions	—
Impairment Loss	—
Measurement period adjustment		6,580,549
Balance at March 31, 2020	$	411,702,399

Balance as of December 31, 2018 (Predecessor)	$	119,529,202
Acquisitions	—
Dispositions	—
Impairment Loss	—
Measurement period adjustment	—
Balance as of March 31, 2019 (Predecessor)	$	119,529,202

The Company has only one operating segment and, based on the criteria outlined in ASC 350, Intangibles – Goodwill and Other (“ASC 350”), only one reporting unit that needs to be tested for goodwill impairment. Accordingly, goodwill was reviewed for impairment at the consolidated entity level. Based on the qualitative factors described in ASC 350, the Company concluded that goodwill was not impaired as of March 31, 2020.

Borrowings

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Borrowings

10. Borrowings

Prior Credit Agreement

Hawk Parent (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, as amended December 15, 2017, which included a revolving loan component, a term loan and a delayed draw term loan. The Prior Credit Agreement was collateralized by substantially all of the 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 Prior Credit Agreement provided for a maximum $10.0 million 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). Interest expense on the line of credit totaled $49,388 for the three months ended March 31, 2019.

New Credit Agreement, as Amended

The Company entered into a Revolving Credit and Term Loan Agreement (as amended the “New Credit Agreement”) on July 11, 2019, with Truist Bank (formerly SunTrust Bank) and the other lenders party thereto, which provided a revolving credit facility (the “Revolving Credit Facility”), a term loan A (the “Term Loan”), and a delayed draw term loan at a variable interest rate (4.95% at March 31, 2020) (the “Delayed Draw Term Loan”). The New Credit Agreement provided for an aggregate revolving commitment of $20.0 million at a variable interest rate.

On February 10, 2010, as part of the financing for the acquisition of Ventanex, Repay entered into an agreement with Truist Bank and other members of its existing bank group to amend and upsize its previous credit agreement from $230.0 million to $345.0 million. 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 March 31, 2020.

The New Credit Agreement provides for a Term Loan of $255.0 million, a Delayed Draw Term Loan of $60.0 million, and a Revolving Credit Facility of $30.0 million. As of March 31, 2020, the Company had not drawn the Delayed Draw Term Loan and had $0.0 million drawn against the Revolving Credit Facility. The Company paid $42,361 in fees related to unused commitments in the three month period ended March 31, 2020. The Company’s interest expense on the line of credit totaled $62,008 for the three months ended March 31, 2020.

At March 31, 2020 and December 31, 2019, total borrowings under the New Credit Agreement consisted of the following, respectively:

	March 31, 2020		December 31, 2019
Non-current indebtedness:
Term Loan	$	253,375,000	$	208,937,500
Revolving Credit Facility		—		10,000,000
Total borrowings under credit facility⁽¹⁾		253,375,000		218,937,500
Less: Current maturities of long-term debt ⁽²⁾		5,502,000		5,500,000
Less: Long-term loan debt issuance cost ⁽³⁾		6,917,640		5,494,795
Total non-current borrowings	$	240,955,360	$	207,942,705

⁽¹⁾	The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were 4.95% and 5.26% at March 31, 2020 and December 31, 2019, respectively

⁽²⁾	Pursuant to the terms of the New Credit Agreement, the Company 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”).

⁽³⁾	The Successor incurred $0.3 million of interest expense for the amortization of deferred debt issuance costs for the three months ended March 31, 2020. The Predecessor incurred $0.1 million for the three months ended March 31, 2019.

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:

2020	$	4,126,500
2021		8,251,000
2022		14,875,000
2023		18,750,000
2024		17,625,000
2025		189,747,500
	$	253,375,000

The Successor incurred interest expense on the Term Loans of $3.2 million for the three months ended March 31, 2020. The Predecessor incurred interest expense of $1.3 million for the three months ended March 31, 2019.

Derivative Instruments

3 Months Ended

Mar. 31, 2020

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Instruments

11. Derivative Instruments

The Company does not hold or use derivative instruments for trading purposes.

Derivative Instruments Designated as Hedges

Interest rate fluctuations expose the Company’s variable-rate term loan to changes in interest expense and cash flows. As part of its risk management strategy, the Company may use interest rate derivatives, such as interest rate swaps, to manage its exposure to interest rate movements.

In October 2019, the Company entered into a $140.0 million notional, five-year interest rate swap agreement, with Regions Bank, to hedge changes in cash flows attributable to interest rate risk on $140.0 million of its variable-rate term loan. This agreement involves the receipt of variable-rate amounts in exchange for fixed interest rate payments over the life of the agreement without an exchange of the underlying notional amount. This interest rate swap was designated for accounting purposes as a cash flow hedge. As such, changes in the interest rate swap’s fair value are deferred in accumulated other comprehensive income (loss) in the Consolidated Balance Sheets and are subsequently reclassified into interest expense in each period that a hedged interest payment is made on the Company’s variable-rate term loan.

On February 21, 2020, the Company entered into a swap transaction with Regions Bank. On a quarterly basis, commencing on March 31, 2020 up to and including the termination date of February 10, 2025, the Company will make fixed payments on a beginning notional amount of $30.0 million. On a quarterly basis, commencing on February 21, 2020 up to and including the termination date of February 10, 2025, the counterparty will make floating rate payments based on the 3-month LIBOR on the beginning notional amount of $30.0 million.

As of March 31, 2020, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk.

	Notional Amount		Fixed Interest Rate	Termination Date
Interest rate swap	$	140,000,000	1.598%	July 11, 2024
Interest rate swap	$	30,000,000	1.331%	February 10, 2025

Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

12. Commitments and Contingencies

The Company is committed under various operating leases for buildings with varying expiration dates. Future minimum lease payments under non-cancelable operating leases as of March 31, 2020, are as follows:

Year Ended	Amounts
2020	$	944,234
2021		716,367
2022		301,455
2023		103,868
2024		-
Thereafter		-
	$	2,065,924

Related Party Transactions

3 Months Ended

Mar. 31, 2020

Related Party Transactions

13. Related Party Transactions

The Predecessor paid management fees to Corsair, a related party having common ownership in the amount of $0.1 million for the three months ended March 31, 2019, 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 for the three months ended March 31, 2020 of $0.5 million. The Predecessor incurred transaction costs on behalf of related parties for the three months ended March 31, 2019 of $0.1 million.

Share Based Compensation

3 Months Ended

Mar. 31, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Share Based Compensation

14. Share Based Compensation

Omnibus Incentive Plan

At the 2019 Annual Shareholders Meeting of Thunder Bridge, the shareholders considered and approved the 2019 Omnibus Incentive Plan (the “2019 Equity Incentive Plan”) which resulted in the reservation of 7,326,728 shares of common stock for issuance thereunder. The 2019 Equity Incentive Plan became effective immediately upon the closing of the Business Combination.

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 for the three months ended March 31, 2020 was as follows:

	Class A Common Stock		Weighted Average Grant Date Fair Value
Unvested at December 31, 2019		1,818,675	$	12.39
Granted		1,086,378		17.34
Forfeited		—		—
Vested		—		—
Unvested at March 31, 2020		2,905,053	$	14.12

(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 Equity Incentive Plan.

Unrecognized compensation expense related to unvested RSAs and RSUs was $32.8 million at March 31, 2020, which is expected to be recognized as expense over the weighted-average period of 2.64 years. The Company incurred $3.5 million of share-based compensation expense for the three months ended March 31, 2020.

Original Equity Incentives

A summary of the changes in non-vested profit interest units outstanding for the period for the three months ended March 31, 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		(55	)		(160.00	)
Non-vested units at March 31, 2019		9,405		$	182.96

The estimated fair value of the Predecessor’s profit interest units that vested during the three months ended March 31, 2019, was $8,896. During the same period the Predecessor incurred $0.1 million of share-based compensation expense, included in selling, general and administrative costs in the Unaudited Consolidated Statement of Operations.

Taxation

3 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

Taxation

15. 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 three months ended March 31, 2020 was 15.1%. The Company recorded an income tax benefit of $1.1 million for this period. The Company’s effective tax rates for the three months ended March 31, 2020 was less than its combined federal and state statutory tax rate of 24%, primarily due to the Company not being liable for income taxes on the portion of Hawk Parent’s earnings that are attributable to non-controlling interests. The results from the three months ended March 31, 2019 do not reflect income tax expense because, prior to the Business Combination, the consolidated Hawk Parent pass-through entity was not subject to federal income tax.

During the three months ended March 31, 2020, the Company recognized $1.1 million of deferred tax assets related to the income tax benefit derived from the net operating loss over the same period. The Company did not recognize any changes to the valuation allowance as of March 31, 2020, and the facts and circumstances remain unchanged.

No uncertain tax positions existed as of March 31, 2020.

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 March 31, 2020, the Company had a liability of $67.7 million related to its projected obligations under the TRA, which is captioned as tax receivable agreement liability in our Unaudited Consolidated Balance Sheet.

Subsequent Events

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

Subsequent events

16. Subsequent events

Management has evaluated subsequent events and their potential effects on these unaudited consolidated financial statements through May 11, 2020, which is the date the unaudited consolidated financial statements were available to be issued.

On April 6, 2020, the Company borrowed approximately $14.4 million utilizing the Delayed Draw Term Loan under the New Credit Agreement. Such proceeds were used to satisfy a portion of the APS Earnout.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
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 the period ended December 31, 2019 and Hawk Parent audited consolidated financial statements and accompanying notes for the years ended December 31, 2018 and 2017, which are included in the Company’s Form 10-K for the year ended December 31, 2019, as amended. 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 financial position, operations and cash flows as of and 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 (“PaidSuite”), Marlin Acquirer, LLC (“Paymaxx”), REPAY International LLC, REPAY Canada ULC, TriSource Solutions, LLC, Mesa Acquirer, LLC, CDT Technologies LTD. and Viking GP Holdings, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.
Basis of Financial Statement Presentation	Basis of Financial Statement Presentation The accompanying consolidated financial statements of the Company were prepared in accordance with GAAP. The Company uses the accrual basis of accounting whereby revenues are recognized when earned, usually upon the date services are rendered, and expenses are recognized at the date services are rendered or goods are received.
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.
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, as modified by the Jumpstart Our Business Startups Act of 2012, 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	Recently Adopted Accounting Pronouncements Fair Value Measurement In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements in Topic 820. After the adoption of ASU 2018-13, an entity will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; the valuation processes for Level 3 fair value measurements. ASU 2018-13 is effective for the Company’s annual period beginning after December 15, 2019. The amendments on changes in unrealized gains and losses should be applied prospectively for only the most recent period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented on their effective date. After adopting ASU 2018-13, there was no material effect on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements not yet Adopted Leases In February 2016, the FASB issued 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. Credit Losses In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. The changes (as amended) are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is considered an emerging growth company and has elected to use the extended transition period provided for such companies. As a result, the Company will not be required to adopt ASU No. 2016-13 until January 1, 2023. The Company is currently evaluating the impact of the adoption of this principle on the Company’s consolidated financial statements. Accounting for Income Taxes In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU No. 2019-12"). ASU No. 2019-12 simplifies the accounting for income taxes, eliminates certain exceptions within Income Taxes (Topic 740), and clarifies certain aspects of the current guidance to promote consistency among reporting entities, and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. Most amendments within ASU No. 2019-12 are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently in the process of evaluating the effects of ASU No. 2019-12 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.

Revenue (Tables)

3 Months Ended

Mar. 31, 2020

Revenue From Contract With Customer [Abstract]

Summary of Disaggregation of Revenue

The table below presents a disaggregation of revenue by direct and indirect relationships for the three months ended:

	March 31, 2020		March 31, 2019
	(Successor)		(Predecessor)
Revenue
Direct relationships	$	38,715,624	$	22,309,716
Indirect relationships		746,913		713,689
Total Revenue	$	39,462,537	$	23,023,405

Earnings per Share (Tables)

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

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

The following table summarizes net loss attributable to the Company and the weighted average basic and basic and diluted shares outstanding:

	For the Three Months Ended March 31, 2020
Loss before income tax expense	$	(7,400,035	)
Less: Net loss attributable to non-controlling interests		(2,852,399	)
Less: Income tax benefit		1,115,592
Net loss attributable to the Company	$	(3,432,044	)

Weighted average shares of Class A common stock outstanding - basic and diluted		37,624,829

Loss per share of Class A common stock outstanding - basic and diluted	$	(0.09	)

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

Post-Merger Repay Units exchangeable for Class A common stock			29,505,623
Dilutive warrants exercisable for Class A common stock			1,925,108
Unvested restricted share awards of Class A common stock			2,905,053
Share equivalents excluded from earnings (loss) per share			34,335,784

Business Combinations (Tables)

3 Months Ended

Mar. 31, 2020

Summary of Pro Forma Financial Information

Pro Forma Financial Information (Unaudited)

	Pro Forma Three Months Ended March 31, 2020			Pro Forma Three Months Ended March 31, 2019
Revenue	$	41,756,312		$	35,671,770
Net loss		(4,585,192	)		(7,220,058	)
Net loss attributable to non-controlling interests		(2,126,185	)		(2,620,317	)
Net loss attributable to the Company		(2,459,007	)		(4,599,740	)

Loss per Class A share - basic and diluted	$	(0.07	)	$	(0.14	)

APS Payments

Summary of Preliminary Purchase Consideration

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

Cash consideration	$	30,000,000
Contingent consideration ⁽¹⁾		18,580,549
Total purchase price	$	48,580,549

⁽¹⁾

Summary of Preliminary Purchase Allocation

The preliminary purchase price allocation is as follows:

Cash and cash equivalents	$	-
Accounts receivable		1,963,177
Prepaid expenses and other current assets		67,158
Total current assets		2,030,335
Property, plant and equipment, net		159,553
Restricted cash		549,978
Identifiable intangible assets		21,500,000
Total identifiable assets acquired		24,239,866
Accounts payable		(1,101,706	)
Accrued expenses		(19,018	)
Net identifiable assets acquired		23,119,142
Goodwill		25,461,407
Total purchase price	$	48,580,549

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

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

	Fair Value		Useful life
Identifiable intangible assets	(in millions)		(in years)
Non-compete agreements	$	0.5	5
Trade names		0.5	Indefinite
Merchant relationships		20.5	9
	$	21.5

Ventanex

Summary of Preliminary Purchase Consideration

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

Cash consideration	$	36,000,000
Contingent consideration ⁽¹⁾		10,800,000
Total purchase price	$	46,800,000

⁽¹⁾

Summary of Preliminary Purchase Allocation

The preliminary purchase price allocation is as follows:

Cash and cash equivalents	$	50,663
Accounts receivable		1,376,539
Prepaid expenses and other current assets		180,514
Total current assets		1,607,716
Property, plant and equipment, net		137,833
Restricted cash		428,313
Identifiable intangible assets		29,690,000
Total identifiable assets acquired		31,863,862
Accounts payable		(152,035	)
Accrued expenses		(373,159	)
Net identifiable assets acquired		31,338,668
Goodwill		15,461,332
Total purchase price	$	46,800,000

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

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

	Fair Value		Useful life
Identifiable intangible assets	(in millions)		(in years)
Non-compete agreements	$	0.1	5
Trade names		0.5	Indefinite
Developed technology		4.4	3
Merchant relationships		24.7	10
	$	29.7

Fair Value (Tables)

3 Months Ended

Mar. 31, 2020

Summary of Carrying Amounts and Estimated Fair Values of Assets and Liabilities Measured at Fair Value

	March 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	32,712,610	$	—	$	—		32,712,610
Total assets	$	32,712,610	$	—	$	—	$	32,712,610
Liabilities:
Contingent consideration	$	—	$	—	$	31,630,549		31,630,549
Borrowings		—		246,457,360		—		246,457,360
Tax receivable agreement	$	—	$	—	$	67,718,189		67,718,189
Interest rate swap		—		9,299,315		—		9,299,315
Total liabilities	$	—	$	255,756,675	$	99,348,738	$	355,105,413

	December 31, 2019
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	24,617,996	$	—	$	—		24,617,996
Interest rate swap		—		555,449		—		555,449
Total assets	$	24,617,996	$	555,449	$	—	$	25,173,445
Liabilities:
Contingent consideration	$	—	$	—	$	14,250,000		14,250,000
Borrowings		—		213,908,388		—		213,908,388
Tax receivable agreement		—		—		67,176,226		67,176,226
Total liabilities	$	—	$	213,908,388	$	81,426,226	$	295,334,614

Contingent Consideration

Schedule of Contingent Consideration Related to Previous Business Acquisitions

The following table provides a rollforward of the contingent consideration related to previous business acquisitions. Refer to Note 5 for more details.

	Three Months Ended March 31,
	2020		2019
	(Successor)		(Predecessor)
Balance at beginning of period	$	14,250,000	$	1,816,988
Purchases		10,800,000	—
Payments	—			(1,816,988	)
Accretion expense	—		—
Valuation adjustment		6,580,549	—
Balance at end of period	$	31,630,549	—

Tax Receivable Agreement

Schedule of Contingent Consideration Related to Previous Business Acquisitions

The following table provides a rollforward of the contingent consideration related to previous business acquisitions. See Note 15 for further discussion on the TRA.

	Three Months Ended March 31,
	2020		2019
	(Successor)		(Predecessor)
Balance at beginning of period	$	67,176,226	$	—
Purchases	—		—
Payments	—			—
Accretion expense		541,963	—
Valuation adjustment		—	—
Balance at end of period	$	67,718,189	—

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2020

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following:

	March 31,		December 31,
	2020		2019
Furniture, fixtures, and office equipment	$	1,026,991	$	944,105
Computers		1,183,916		859,426
Leasehold improvements		320,296		223,145
Total		2,531,203		2,026,676
Less: Accumulated depreciation and amortization		654,821		416,024
	$	1,876,382	$	1,610,652

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2020

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	$	280,700,000	$	18,198,557	$	262,501,443		9.28
Channel relationships		3,000,000		216,935		2,783,065		9.28
Software costs		79,094,610		17,429,713		61,664,897		2.33
Non-compete agreements		3,990,000		1,156,029		2,833,971		2.09
Balance as of March 31, 2020	$	366,784,610	$	37,001,234	$	329,783,376		7.71

Customer relationships	$	256,000,000	$	11,393,825	$	244,606,175	9.48
Channel relationships		3,000,000		141,935		2,858,065	9.53
Software costs		72,290,752		11,080,696		61,210,056	2.54
Non-compete agreements		3,900,000		733,495		3,166,505	2.28
Balance as of December 31, 2019	$	335,190,752	$	23,349,951	$	311,840,801	7.90

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
2020	$	42,463,360
2021		49,776,203
2022		49,272,375
2023		28,795,778
2024		28,745,700
2025		24,833,333
Thereafter		105,896,627

Goodwill (Tables)

3 Months Ended

Mar. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Changes to Goodwill

The following table presents changes to goodwill for the three months ended March 31, 2020 and 2019.

	Total
Balance at December 31, 2019	$	389,660,519
Acquisitions		15,461,331
Dispositions	—
Impairment Loss	—
Measurement period adjustment		6,580,549
Balance at March 31, 2020	$	411,702,399

Balance as of December 31, 2018 (Predecessor)	$	119,529,202
Acquisitions	—
Dispositions	—
Impairment Loss	—
Measurement period adjustment	—
Balance as of March 31, 2019 (Predecessor)	$	119,529,202

Borrowings (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Summary of Borrowings under Credit Agreement

At March 31, 2020 and December 31, 2019, total borrowings under the New Credit Agreement consisted of the following, respectively:

	March 31, 2020		December 31, 2019
Non-current indebtedness:
Term Loan	$	253,375,000	$	208,937,500
Revolving Credit Facility		—		10,000,000
Total borrowings under credit facility⁽¹⁾		253,375,000		218,937,500
Less: Current maturities of long-term debt ⁽²⁾		5,502,000		5,500,000
Less: Long-term loan debt issuance cost ⁽³⁾		6,917,640		5,494,795
Total non-current borrowings	$	240,955,360	$	207,942,705

⁽¹⁾	The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were 4.95% and 5.26% at March 31, 2020 and December 31, 2019, respectively

⁽²⁾	Pursuant to the terms of the New Credit Agreement, the Company 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”).

⁽³⁾	The Successor incurred $0.3 million of interest expense for the amortization of deferred debt issuance costs for the three months ended March 31, 2020. The Predecessor incurred $0.1 million for the three months ended March 31, 2019.

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:

2020	$	4,126,500
2021		8,251,000
2022		14,875,000
2023		18,750,000
2024		17,625,000
2025		189,747,500
	$	253,375,000

- 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
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-Name Accounting Standards Codification
-Topic 835
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-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
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-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
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-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
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-Name Accounting Standards Codification
-Topic 835
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-Section 45
-Paragraph 2
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-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

Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2020

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Schedule of Outstanding Interest Rate Derivatives Designated as Cash Flow Hedges of Interest Rate Risk

As of March 31, 2020, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk.

	Notional Amount		Fixed Interest Rate	Termination Date
Interest rate swap	$	140,000,000	1.598%	July 11, 2024
Interest rate swap	$	30,000,000	1.331%	February 10, 2025

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2020

Commitments And Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments

Year Ended	Amounts
2020	$	944,234
2021		716,367
2022		301,455
2023		103,868
2024		-
Thereafter		-
	$	2,065,924

Share based compensation (Tables)

3 Months Ended

Mar. 31, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Outstanding Restricted Stock Awards And Restricted Stock Units Activity

Activity for the three months ended March 31, 2020 was as follows:

	Class A Common Stock		Weighted Average Grant Date Fair Value
Unvested at December 31, 2019		1,818,675	$	12.39
Granted		1,086,378		17.34
Forfeited		—		—
Vested		—		—
Unvested at March 31, 2020		2,905,053	$	14.12

(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 Equity Incentive Plan.

Summary of Changes in Non-Vested Units Outstanding

A summary of the changes in non-vested profit interest units outstanding for the period for the three months ended March 31, 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		(55	)		(160.00	)
Non-vested units at March 31, 2019		9,405		$	182.96

Organizational Structure and Corporate Information - Additional Information (Details) - Ventanex	Feb. 10, 2020 USD ($) EarnoutPayment
Summary Of Significant Accounting Policies [Line Items]
Equity interests acquired in cash	$ 36,000,000
Business acquisition, cash earnout payments dependent on achievement of certain growth targets	$ 14,000,000.0
Business acquisition number of cash earnout payments \| EarnoutPayment	2

Revenue - Summary of Disaggregation of Revenue (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenue
Total Revenue	$ 39,462,537	$ 23,023,405
Direct Relationships
Revenue
Total Revenue	38,715,624	22,309,716
Indirect Relationship
Revenue
Total Revenue	$ 746,913	$ 713,689

Earnings per Share - Summary of Net Loss and Weighted Average Basic and Diluted Shares Outstanding (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Earnings Per Share [Abstract]
Loss before income tax expense	$ (7,400,035)	$ 4,864,386
Less: Net loss attributable to non-controlling interests	(2,852,399)
Less: Income tax benefit	1,115,592
Net (loss) income attributable to the Company	$ (3,432,044)	$ 4,864,386
Weighted average shares of Class A common stock outstanding - basic and diluted	37,624,829
Loss per share of Class A common stock outstanding - basic and diluted	$ (0.09)

- 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
	Mar. 31, 2020 shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Share equivalents excluded from earnings (loss) per share	34,335,784
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	29,505,623
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	1,925,108
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	2,905,053

Business Combinations - Additional Information (Details)			2 Months Ended	3 Months Ended
	Feb. 10, 2020 USD ($)	Oct. 14, 2019 USD ($) EarnoutPayment	Mar. 31, 2020 USD ($)	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Business Acquisition [Line Items]
Goodwill			$ 411,702,399	$ 411,702,399	$ 119,529,202	$ 389,660,519	$ 119,529,202
Revenue				39,462,537	23,023,405
Net income				(3,432,044)	$ 4,864,386
APS Payments
Business Acquisition [Line Items]
Cash Consideration		$ 30,000,000
Number of cash earn-out payments \| EarnoutPayment		3
Goodwill		$ 25,461,407
Contingent earn-out right to be received			18,600,000	18,600,000
APS Payments \| Maximum
Business Acquisition [Line Items]
Contingent earn-out right to be received		$ 30,000,000.0
Ventanex
Business Acquisition [Line Items]
Cash Consideration	$ 36,000,000
Goodwill	15,461,332
Transactions costs				$ 1,000,000.0
Revenue			1,900,000
Net income			$ 100,000
Ventanex \| Maximum
Business Acquisition [Line Items]
Contingent earn-out right to be received	$ 14,000,000

Business Combinations - Summary of Preliminary Purchase Consideration (Details) - USD ($)	Feb. 10, 2020	Oct. 14, 2019
APS Payments
Business Acquisition [Line Items]
Cash Consideration		$ 30,000,000
Contingent consideration		18,580,549
Total purchase price		$ 48,580,549
Ventanex
Business Acquisition [Line Items]
Cash Consideration	$ 36,000,000
Contingent consideration	10,800,000
Total purchase price	$ 46,800,000

Business Combinations - Summary of Preliminary Purchase Consideration (Parenthetical) (Details)	Oct. 14, 2019 USD ($) EarnoutPayment	Mar. 31, 2020 USD ($)	Feb. 10, 2020 USD ($)	Dec. 31, 2019 USD ($)
APS Payments
Business Acquisition [Line Items]
Contingent earn-out right to be received		$ 18,600,000
Number of cash earn-out payments \| EarnoutPayment	3
Contingent earn-out measurement period adjustment amount		$ 6,600,000
Business combination, earnout preliminary valuation amount				$ 12,000,000.0
APS Payments \| Maximum
Business Acquisition [Line Items]
Contingent earn-out right to be received	$ 30,000,000.0
Ventanex \| Maximum
Business Acquisition [Line Items]
Contingent earn-out right to be received			$ 14,000,000

Business Combinations - Summary of Preliminary Purchase Allocation (Details) - USD ($)	Mar. 31, 2020	Feb. 10, 2020	Dec. 31, 2019	Oct. 14, 2019	Mar. 31, 2019	Dec. 31, 2018
Business Acquisition [Line Items]
Goodwill	$ 411,702,399		$ 389,660,519		$ 119,529,202	$ 119,529,202
APS Payments
Business Acquisition [Line Items]
Accounts receivable				$ 1,963,177
Prepaid expenses and other current assets				67,158
Total current assets				2,030,335
Property, plant and equipment, net				159,553
Restricted cash				549,978
Identifiable intangible assets				21,500,000
Total identifiable assets acquired				24,239,866
Accounts payable				(1,101,706)
Accrued expenses				(19,018)
Net identifiable assets acquired				23,119,142
Goodwill				25,461,407
Total purchase price				$ 48,580,549
Ventanex
Business Acquisition [Line Items]
Cash and cash equivalents		$ 50,663
Accounts receivable		1,376,539
Prepaid expenses and other current assets		180,514
Total current assets		1,607,716
Property, plant and equipment, net		137,833
Restricted cash		428,313
Identifiable intangible assets		29,690,000
Total identifiable assets acquired		31,863,862
Accounts payable		(152,035)
Accrued expenses		(373,159)
Net identifiable assets acquired		31,338,668
Goodwill		15,461,332
Total purchase price		$ 46,800,000

Business Combinations - Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives (Details) - USD ($)			3 Months Ended
	Feb. 10, 2020	Oct. 14, 2019	Mar. 31, 2020
APS Payments
Business Acquisition [Line Items]
Identifiable intangible assets, fair value		$ 21,500,000
APS Payments \| Trade Names
Business Acquisition [Line Items]
Identifiable intangible assets, fair value		500,000
Identifiable intangible assets, useful life, description			Indefinite
APS Payments \| Non-Complete Agreements
Business Acquisition [Line Items]
Identifiable intangible assets, fair value		$ 500,000
Identifiable intangible assets, useful life		5 years
APS Payments \| Merchant Relationships
Business Acquisition [Line Items]
Identifiable intangible assets, fair value		$ 20,500,000
Identifiable intangible assets, useful life		10 years
Ventanex
Business Acquisition [Line Items]
Identifiable intangible assets, fair value	$ 29,690,000
Ventanex \| Trade Names
Business Acquisition [Line Items]
Identifiable intangible assets, fair value	500,000
Identifiable intangible assets, useful life, description			Indefinite
Ventanex \| Non-Complete Agreements
Business Acquisition [Line Items]
Identifiable intangible assets, fair value	$ 100,000
Identifiable intangible assets, useful life	5 years
Ventanex \| Merchant Relationships
Business Acquisition [Line Items]
Identifiable intangible assets, fair value	$ 24,700,000
Identifiable intangible assets, useful life	10 years
Ventanex \| Developed Technology
Business Acquisition [Line Items]
Identifiable intangible assets, fair value	$ 4,400,000
Identifiable intangible assets, useful life	3 years

Business Combinations - Summary of Pro Forma Financial Information (Details) - Ventanex - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Business Acquisition [Line Items]
Revenue	$ 41,756,312	$ 35,671,770
Net loss	(4,585,192)	(7,220,058)
Net loss attributable to non-controlling interests	(2,126,185)	(2,620,317)
Net loss attributable to the Company	$ (2,459,007)	$ (4,599,740)
Loss per Class A share - basic and diluted	$ (0.07)	$ (0.14)

Fair Value - Summary of Carrying Amounts and Estimated Fair Values of Assets and Liabilities Measured at Fair Value (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Assets:
Cash and cash equivalents	$ 32,712,610	$ 24,617,996
Interest rate swap		555,449
Total assets	32,712,610	25,173,445
Liabilities:
Contingent consideration	31,630,549	14,250,000
Borrowings	246,457,360	213,908,388
Tax receivable agreement	67,718,189	67,176,226
Interest rate swap	9,299,315
Total liabilities	355,105,413	295,334,614
Level 1
Assets:
Cash and cash equivalents	32,712,610	24,617,996
Total assets	32,712,610	24,617,996
Level 2
Assets:
Interest rate swap		555,449
Total assets		555,449
Liabilities:
Borrowings	246,457,360	213,908,388
Interest rate swap	9,299,315
Total liabilities	255,756,675	213,908,388
Level 3
Liabilities:
Contingent consideration	31,630,549	14,250,000
Tax receivable agreement	67,718,189	67,176,226
Total liabilities	$ 99,348,738	$ 81,426,226

Fair Value - Schedule of Contingent Consideration Related to Previous Business Acquisitions (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Contingent Consideration
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Balance at beginning of period	$ 14,250,000	$ 1,816,988
Purchases	10,800,000
Payments		$ (1,816,988)
Valuation adjustment	6,580,549
Balance at end of period	31,630,549
Tax Receivable Agreement
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Balance at beginning of period	67,176,226
Accretion expense	541,963
Balance at end of period	$ 67,718,189

Fair Value - Additional Information (Details) - Interest Rate Swap Agreement - USD ($)	1 Months Ended
	Feb. 29, 2020	Oct. 31, 2019	Mar. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Notional amount	$ 30,000,000.0	$ 140,000,000.0
Term of agreement	60 months	57 months
Variable-rate term loan			$ 170,000,000.0

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Property Plant And Equipment [Line Items]
Property,plant and equipment, gross	$ 2,531,203	$ 2,026,676
Less: Accumulated depreciation and amortization	654,821	416,024
Property, plant and equipment, net	1,876,382	1,610,652
Furniture, Fixtures, and Office Equipment
Property Plant And Equipment [Line Items]
Property,plant and equipment, gross	1,026,991	944,105
Computers
Property Plant And Equipment [Line Items]
Property,plant and equipment, gross	1,183,916	859,426
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property,plant and equipment, gross	$ 320,296	$ 223,145

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Property Plant And Equipment [Abstract]
Depreciation expense	$ 0.2	$ 0.1

Intangible Assets - Additional Information (Details) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Mar. 31, 2020 USD ($) TradeName
Goodwill And Intangible Assets Disclosure [Abstract]
Indefinite-lived intangible assets trade names	$ 21.7		$ 21.7
Number of trade names \| TradeName			4
Amortization of Intangible Assets	$ 13.7	$ 2.8

Intangible Assets - Schedule of Definite-lived Intangible Assets (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 366,784,610	$ 335,190,752
Accumulated Amortization	37,001,234	23,349,951
Net Carrying Value	$ 329,783,376	$ 311,840,801
Weighted Average Useful Life (Years)	7 years 8 months 15 days	7 years 10 months 24 days
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 280,700,000	$ 256,000,000
Accumulated Amortization	18,198,557	11,393,825
Net Carrying Value	$ 262,501,443	$ 244,606,175
Weighted Average Useful Life (Years)	9 years 3 months 10 days	9 years 5 months 23 days
Channel Relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 3,000,000	$ 3,000,000
Accumulated Amortization	216,935	141,935
Net Carrying Value	$ 2,783,065	$ 2,858,065
Weighted Average Useful Life (Years)	9 years 3 months 10 days	9 years 6 months 10 days
Software Costs
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 79,094,610	$ 72,290,752
Accumulated Amortization	17,429,713	11,080,696
Net Carrying Value	$ 61,664,897	$ 61,210,056
Weighted Average Useful Life (Years)	2 years 3 months 29 days	2 years 6 months 14 days
Non-Complete Agreements
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 3,990,000	$ 3,900,000
Accumulated Amortization	1,156,029	733,495
Net Carrying Value	$ 2,833,971	$ 3,166,505
Weighted Average Useful Life (Years)	2 years 1 month 2 days	2 years 3 months 10 days

Intangible Assets - Schedule of Estimated Amortization Expense (Details)	Mar. 31, 2020 USD ($)
Estimated Future Amortization Expense
2020	$ 42,463,360
2021	49,776,203
2022	49,272,375
2023	28,795,778
2024	28,745,700
2025	24,833,333
Thereafter	$ 105,896,627

Goodwill - Schedule of Changes to Goodwill (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Goodwill And Intangible Assets Disclosure [Abstract]
Beginning balance	$ 389,660,519	$ 119,529,202
Acquisitions	15,461,331
Dispositions	0	0
Impairment Loss	0	0
Measurement period adjustment	6,580,549
Ending balance	$ 411,702,399	$ 119,529,202

Goodwill - Additional Information (Details)	3 Months Ended
Goodwill - Additional Information (Details)	Mar. 31, 2020 USD ($) Segment Unit	Mar. 31, 2019 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
Number of operating segment \| Segment	1
Number of reporting unit \| Unit	1
Goodwill impairment loss \| $	$ 0	$ 0

Borrowings - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
Borrowings - Additional Information (Details) - USD ($)	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Feb. 10, 2020	Feb. 09, 2020	Jul. 11, 2019
Term Loan
Debt Instrument [Line Items]
Line of credit Interest expense	$ 3,200,000	$ 1,300,000
Variable interest rate	4.95%		5.26%
New Credit Agreement
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity				$ 345,000,000.0	$ 230,000,000.0
Line of credit Interest expense	$ 62,008
Line of credit covenant compliance	The Company was in compliance with its restrictive covenants under the New Credit Agreement at March 31, 2020.
Line of credit unused commitments fee	$ 42,361
New Credit Agreement \| Revolving Credit And Term Loan
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	$ 20,000,000.0
Variable interest rate	4.95%
New Credit Agreement \| Term Loan
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity				255,000,000.0
New Credit Agreement \| Delayed Draw Term Loan
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity				60,000,000.0
Line of credit	$ 0
Revolving Loan
Debt Instrument [Line Items]
Variable interest rate	4.95%		5.26%
Revolving Loan \| Prior Credit Agreement
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity						$ 10,000,000.0
Line of credit Interest expense		$ 49,388
Revolving Loan \| New Credit Agreement
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity				$ 30,000,000.0
Line of credit	$ 0.0

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

Mar. 31, 2020

Dec. 31, 2019

Debt Instrument [Line Items]

Total borrowings under credit facility

^[1]

$ 253,375,000

$ 218,937,500

Less: Current maturities of long-term debt

^[2]

5,502,000

5,500,000

Less: Long-term loan debt issuance cost

^[3]

6,917,640

5,494,795

Total non-current borrowings

240,955,360

207,942,705

Term Loan

Debt Instrument [Line Items]

Total borrowings under credit facility

$ 253,375,000

208,937,500

Revolving Credit Facility

Debt Instrument [Line Items]

Total borrowings under credit facility

$ 10,000,000

[1]	The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were 4.95% and 5.26% at March 31, 2020 and December 31, 2019, respectively
[2]	Pursuant to the terms of the New Credit Agreement, the Company 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”).
[3]	The Successor incurred $0.3 million of interest expense for the amortization of deferred debt issuance costs for the three months ended March 31, 2020. The Predecessor incurred $0.1 million for the three months ended March 31, 2019.

Borrowings - Summary of Borrowings under Credit Agreement (Parenthetical) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Debt Instrument [Line Items]
Percentage of initial principal amount of the term loans	0.625%
Interest expense for the amortization of deferred debt issuance costs	$ 332,990	$ 101,851
Interest Expense
Debt Instrument [Line Items]
Interest expense for the amortization of deferred debt issuance costs	$ 300,000	$ 100,000
Revolving Credit Facility
Debt Instrument [Line Items]
Variable interest rate	4.95%		5.26%
Term Loan
Debt Instrument [Line Items]
Variable interest rate	4.95%		5.26%
Delayed Draw Term Loan
Debt Instrument [Line Items]
Variable interest rate	4.95%		5.26%

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

Mar. 31, 2020

Dec. 31, 2019

Debt Disclosure [Abstract]

$ 4,126,500

8,251,000

14,875,000

18,750,000

17,625,000

189,747,500

Total borrowings under credit facility

^[1]

$ 253,375,000

$ 218,937,500

[1]	The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were 4.95% and 5.26% at March 31, 2020 and December 31, 2019, respectively

Derivative Instruments - Additional Information (Details) - USD ($)		1 Months Ended
	Feb. 21, 2020	Oct. 31, 2019	Mar. 31, 2020	Feb. 29, 2020
Interest Rate Swap Agreement
Derivative Instruments Gain Loss [Line Items]
Notional amount		$ 140,000,000.0		$ 30,000,000.0
Variable-rate term loan			$ 170,000,000.0
Regions Bank \| Interest Rate Swap Agreement
Derivative Instruments Gain Loss [Line Items]
Notional amount		140,000,000.0
Variable-rate term loan		$ 140,000,000.0
Term of agreement		5 years
Regions Bank \| Swap Transaction
Derivative Instruments Gain Loss [Line Items]
Notional amount	$ 30,000,000.0
Swap transaction inception date	Mar. 31, 2020
Swap transaction termination date	Feb. 10, 2025
Regions Bank \| Swap Transaction \| LIBOR
Derivative Instruments Gain Loss [Line Items]
Notional amount	$ 30,000,000.0

Derivative Instruments - Schedule of Outstanding Interest Rate Derivatives Designated as Cash Flow Hedges of Interest Rate Risk (Details) - Designated as Hedging Instrument - Cash Flow Hedging	3 Months Ended
	Mar. 31, 2020 USD ($)
Interest Rate Swap at 1.598%
Derivative Instruments Gain Loss [Line Items]
Notional Amount	$ 140,000,000
Fixed Interest Rate	1.598%
Termination Date	Jul. 11, 2024
Interest Rate Swap at 1.331%
Derivative Instruments Gain Loss [Line Items]
Notional Amount	$ 30,000,000
Fixed Interest Rate	1.331%
Termination Date	Feb. 10, 2025

Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details)	Mar. 31, 2020 USD ($)
Commitments And Contingencies Disclosure [Abstract]
2020	$ 944,234
2021	716,367
2022	301,455
2023	103,868
Total	$ 2,065,924

Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Related Party Transaction [Line Items]
Transaction costs incurred on behalf of related parties	$ 0.5	$ 0.1
Selling, General and Administrative Expenses
Related Party Transaction [Line Items]
Management fees		$ 0.1

Share Based Compensation - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense related to unvested RSAs and RSUs	$ 32,800,000
Weighted-average period related to unvested RSAs and RSUs	2 years 7 months 20 days
Share based compensation expense	$ 3,500,000
Estimated fair value of the profit units that vested		$ 8,896
Selling, General and Administrative Expenses
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation expense		$ 100,000
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
	Mar. 31, 2020 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested, Beginning Balance \| shares	1,818,675
Granted \| shares	1,086,378
Unvested, Ending Balance \| shares	2,905,053
Weighted average grant date fair value, Beginning Balance \| $ / shares	$ 12.39
Weighted average grant date fair value, Granted \| $ / shares	17.34
Weighted average grant date fair value, Ending Balance \| $ / shares	$ 14.12

Share Based Compensation - Summary of Changes in Non-Vested Units Outstanding (Details)	3 Months Ended
	Mar. 31, 2019 $ / shares shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Non-vested units, Beginning Balance \| shares	9,460
Vested, Units \| shares	(55)
Non-vested units, Ending Balance \| shares	9,405
Weighted average fair value per unit, Beginning Balance \| $ / shares	$ 182.83
Weighted average fair value per unit, Vested \| $ / shares	(160.00)
Weighted average fair value per unit, Ending Balance \| $ / shares	$ 182.96

Taxation - Additional Information (Details) - USD ($)		3 Months Ended
Taxation - Additional Information (Details) - USD ($)	Jul. 11, 2019	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Effective tax rate		15.10%
Income tax benefit		$ 1,115,592
Combined federal and state statutory effective tax rate		24.00%
Deferred tax assets recognized		$ 1,100,000
Change to valuation allowance		0
Uncertain tax positions		0
Percentage of tax benefits payable under Tax Receivable Agreement	100.00%
Liability related to projected obligations under Tax Receivable Agreement		$ 67,700,000

Subsequent Events - Additional Information (Details) $ in Millions	Apr. 06, 2020 USD ($)
Subsequent Event \| New Credit Agreement \| Delayed Draw Term Loan
Subsequent Event [Line Items]
Borrowed amount	$ 14.4