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Business Combinations (Tables)

6 Months Ended

Jun. 30, 2021

Business Acquisition [Line Items]

Summary of Pro Forma Financial Information

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

		Pro Forma Three Months Ended June 30,								Pro Forma Six Months Ended June 30,
		2021				2020				2021				2020
Revenue		$	61,191,338			$	53,165,376			$	124,699,561			$	111,516,262
Net loss			(7,331,232	)			(83,795,121	)			(28,023,722	)			(96,175,597	)
Net loss attributable to non-controlling interests			(538,196	)			(4,199,266	)			(2,969,849	)			(6,835,622	)
Net loss attributable to the Company			(6,793,036	)			(79,595,855	)			(25,053,873	)			(89,339,975	)
Loss per Class A share - basic and diluted		$	(0.09	)		$	(1.91	)		$	(0.32	)		$	(2.25	)

Ventanex

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

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

Cash consideration		$	35,939,129
Contingent consideration (1)			4,800,000
Total purchase price		$	40,739,129

⁽¹⁾

Reflects the fair value of the Ventanex Earnout Payment, the contingent consideration to be paid to the selling members of Ventanex, pursuant to the Ventanex Purchase Agreement as of February 10, 2020. The selling partners of Ventanex will have the contingent 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. In February 2021, the Company paid the sellers of Ventanex $0.9 million, pursuant to the terms of the Ventanex Purchase Agreement. As of June 30, 2021, the Ventanex earnout was $3.8 million, which resulted in a ($0.8) million and ($1.0) million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the three and six months ended June 30, 2021, respectively. 

Summary of Preliminary and Final Purchase Allocation

The purchase price allocation is as follows:

Cash and cash equivalents		$	50,663
Accounts receivable			1,376,539
Prepaid expenses and other current assets			180,514
Total current assets			1,607,716
Property, plant and equipment, net			137,833
Restricted cash			428,313
Identifiable intangible assets			26,890,000
Total identifiable assets acquired			29,063,862
Accounts payable			(152,035	)
Accrued expenses			(373,159	)
Net identifiable assets acquired			28,538,668
Goodwill			12,200,461
Total purchase price		$	40,739,129

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

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

		Fair Value				Useful life
Identifiable intangible assets		(in millions)				(in years)
Non-compete agreements		$	0.1			5
Trade names			0.4			Indefinite
Developed technology			4.1			3
Merchant relationships			22.3			10
		$	26.9

cPayPlus

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

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

Cash consideration		$	7,956,963
Contingent consideration (1)			6,500,000
Total purchase price		$	14,456,963

^{(1) Reflects the fair value of the cPayPlus Earnout Payment, the contingent consideration to be paid to the selling members of cPayPlus, pursuant to the cPayPlus Purchase Agreement as of July 23, 2020. The selling partners of cPayPlus will have the contingent earn-out right to receive a payment of up to $8.0 million dependent upon the Gross Profit, as defined in the cPayPlus Purchase Agreement, in the third quarter of 2021. As of June 30, 2021, the cPayPlus earnout was $8.0 million, which resulted in a $0.2 million and $1.5 million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the three and six months ended June 30, 2021, respectively.}

Summary of Preliminary and Final Purchase Allocation

The purchase price allocation is as follows:

Cash and cash equivalents		$	262,331
Accounts receivable			164,789
Prepaid expenses and other current assets			37,660
Total current assets			464,780
Property, plant and equipment, net			20,976
Identifiable intangible assets			7,720,000
Total identifiable assets acquired			8,205,756
Accounts payable			(99,046	)
Accrued expenses			(363,393	)
Net identifiable assets acquired			7,743,317
Goodwill			6,713,646
Total purchase price		$	14,456,963

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

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

		Fair Value				Useful life
Identifiable intangible assets		(in millions)				(in years)
Non-compete agreements		$	0.1			5
Trade names			0.1			Indefinite
Developed technology			6.7			3
Merchant relationships			0.8			10
		$	7.7

CPS Payment Services

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

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

Cash consideration		$	83,886,556
Contingent consideration (1)			4,500,000
Total purchase price		$	88,386,556

⁽¹⁾ Reflects the fair value of the CPS Earnout Payment, the contingent consideration to be paid to the selling members of CPS, pursuant to the CPS Purchase Agreement as of November 2, 2020. The selling partners of CPS will have the contingent earnout right to receive a payment of up to $15.0 million in two separate earnouts, dependent upon the Gross Profit, as defined in the CPS Purchase Agreement. As of June 30, 2021, the CPS earnout was $4.5 million, which resulted in a ($0.6) million and $0.0 million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the three and six months ended June 30, 2021, respectively.

CPS Payment Services LLC and Media Payments, LLC

Business Acquisition [Line Items]

Summary of Preliminary and Final Purchase Allocation

The preliminary purchase price allocation is as follows:

		CPS				MPI
Cash and cash equivalents		$	1,667,066			$	2,097,921
Accounts receivable			2,810,158				5,556,958
Prepaid expenses and other current assets			2,615,615				934,751
Total current assets			7,092,839				8,589,630
Property, plant and equipment, net			19,391				2,995
Restricted cash			407				35,318
Identifiable intangible assets			30,830,000				7,110,000
Total identifiable assets acquired			37,942,637				15,737,943
Accounts payable			(2,004,371	)			(4,495,599	)
Accrued expenses			(2,143,680	)			—
Net identifiable assets acquired			33,794,586				11,242,344
Goodwill			40,747,939				2,601,687
Total purchase price		$	74,542,525			$	13,844,031

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

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

		Fair Value
		(in millions)								Useful life
Identifiable intangible assets		CPS				MPI				(in years)
Non-compete agreements		$	0.1			$	0.1			4
Trade names			0.5				0.1			Indefinite
Developed technology			7.2				0.7			3
Merchant relationships			23.0				6.3			10
		$	30.8			$	7.2

Billing Tree

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

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

Cash consideration		$	278,344,249
Unit consideration			228,250,000
Total purchase price		$	506,594,249

Summary of Preliminary and Final Purchase Allocation

The preliminary purchase price allocation is as follows:

Cash and cash equivalents		$	8,243,570
Accounts receivable			6,483,419
Prepaid expenses and other current assets			1,601,854
Total current assets			16,328,843
Property, plant and equipment, net			541,244
Restricted cash			274,954
Other assets			1,384,409
Identifiable intangible assets			232,320,000
Total identifiable assets acquired			250,849,450
Accounts payable			(2,552,251	)
Accrued expenses			(6,282,563	)
Deferred tax liability			(28,123,217	)
Net identifiable assets acquired			213,891,419
Goodwill			292,702,830
Total purchase price		$	506,594,249

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

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

		Fair Value				Useful life
Identifiable intangible assets		(in millions)				(in years)
Non-compete agreements		$	0.3			2
Trade names			7.8			Indefinite
Developed technology			26.2			3
Merchant relationships			198.0			10
		$	232.3

Kontrol

Business Acquisition [Line Items]

Summary of Preliminary Purchase Consideration

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

Cash consideration		$	7,471,194
Contingent consideration			500,000
Total purchase price		$	7,971,194

Summary of Preliminary and Final Purchase Allocation

The preliminary purchase price allocation is as follows:

Identifiable intangible assets		$	6,940,000
Total identifiable assets acquired			6,940,000
Goodwill			1,031,194
Total purchase price		$	7,971,194

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

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

		Fair Value				Useful life
Identifiable intangible assets		(in millions)				(in years)
Trade names		$	0.0			Indefinite
Merchant relationships			6.9			8
		$	6.9

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