Repay Holdings Corp 10-K/A

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Index to the Financial Statements Reports of Independent Registered Public Accounting Firm 43 Consolidated Balance Sheets as of December 31, 2020 and 2019 48 Consolidated Statements of Operations for the year ended December 31, 2020, the periods ended December 31, 2019 and July 10, 2019, and the year ended December 31, 2018 49 Consolidated Statements of Comprehensive Income for the year ended December 31, 2020, the periods ended December 31, 2019 and July 10, 2019, and the year ended December 31, 2018 50 Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2020, the periods ended December 31, 2019 and July 10, 2019, and the year ended December 31, 2018 51 Consolidated Statements of Cash Flows for the year ended December 31, 2020, the periods ended December 31, 2019 and July 10, 2019, and the year ended December 31, 2018 52 Notes to Consolidated Financial Statements 54 42 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Repay Holdings Corporation Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Repay Holdings Corporation (a Delaware corporation) and subsidiaries (the “Company” or “Successor”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows of the Successor and Hawk Parent Holdings LLC (“Predecessor”) for the year ended December 31, 2020 (Successor), the periods from July 11, 2019 to December 31, 2019 (Successor) and January 1, 2019 to July 10, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor), and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the year ended December 31, 2020 (Successor), the periods from July 11, 2019 to December 31, 2019 (Successor) and January 1, 2019 to July 10, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor), in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 1, 2021 (except for the material weakness discussed in Management Report on Internal Control over Financial Reporting, as to which the date is May 10, 2021) expressed an adverse opinion. Restatement of previously issued financial statements As discussed in Note 1, the 2019 and 2020 financial statements have been restated to correct a misstatement. Change in accounting principle As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases in 2020 due to the adoption of Accounting Standards Update 2016-02, Leases (Accounting Standards Codification Topic 842). Basis for opinion These financial statements are the responsibility of the Company’s and Predecessor’s management. Our responsibility is to express an opinion on the Company’s and Predecessor’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 43 The valuation of acquired intangible assets relating to business combinations As described further in Note 5 to the consolidated financial statements, the Company completed several acquisitions during 2020 for an aggregate purchase price of $711 million and recognized identifiable intangible assets totaling $380 million. These intangible assets, which consist of non-compete agreements, trade names, developed technology, merchant relationships, and channel relationships were measured at fair value upon acquisition using valuation models sensitive to significant assumptions such as future growth rates, discount rates, and weighted average cost of capital. We identified the fair value measurement of acquired intangible assets relating to the business combinations completed during the year ended December 31, 2020 as a critical audit matter. The principal considerations for our determination that auditing the valuation of intangible assets acquired in connection with business combinations is a critical audit matter are that there was significant judgment and estimation required by management, with assistance from a third-party valuation specialist, when determining the fair values of these intangible assets, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the significant assumptions used, including future growth rates, discount rates, and weighted average cost of capital. Changes in these significant assumptions could have a significant effect on the fair value of the intangible assets. Our audit procedures relating to the fair value determination of intangible assets acquired in business combinations completed during the year ended December 31, 2020 included the following, among others: • We tested controls relating to the acquisition accounting in connection with business combinations, including controls over management’s identification of the intangible assets, the development of the significant assumptions related to the valuation of these intangible assets, and the completeness and accuracy of data used in the measurements. • These procedures also included reading the purchase agreements and testing the fair values of the acquired intangible assets as determined by management, which included (i) evaluating the appropriateness of the valuation techniques, (ii) testing the completeness, mathematical accuracy and relevance of the underlying data in management’s cash flow projections, and (iii) evaluating the significant assumptions, including future growth rates, discount rates, and weighted average cost of capital. Evaluating the reasonableness of the future growth rates for the forecast period involved considering the past performance of the acquired businesses as well as economic and industry forecasts. The weighted average cost of capital was evaluated by considering the cost of capital of comparable businesses and other industry factors. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the discount rate and the weighted average cost of capital used by management. The fair value determination of the Tax Receivable Agreement As described further in Note 15 to the consolidated financial statements, the Company has a tax receivable agreement (TRA) obligation that requires the Company to pay to exchanging holders of Post-Merger Repay Units 100% of the estimated future tax benefits, if any, relating to the increase in tax basis resulting from exchanges of the Post-Merger Repay Units for shares of Class A common stock pursuant to the Exchange Agreement and certain other tax attributes of the Company and tax benefits of entering into the TRA, including tax benefits attributable to payments under the TRA. We identified the fair value determination of the TRA as a critical audit matter. The principal considerations for our determination that the fair value determination of the TRA is a critical audit matter are that management, with assistance from a third-party specialist, made significant judgements to estimate the TRA obligation and performing audit procedures to evaluate the reasonableness of management’s estimate and assumptions related to the estimated future taxable income required a high degree of auditor judgement and an increased extent of effort, including the need to involve our income tax specialists. Our audit procedures relating to the fair value determination of the fair value of the TRA included the following, among others: • We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process for determining the measurement of the Company’s TRA obligation. This included management review controls over the computation of the TRA liability, which is based on several inputs including the estimate of future qualified taxable income over the term of the TRA. 44 • We, with the assistance of our income tax specialists, tested management’s process for evaluating the appropriateness of the TRA model and tested the completeness, accuracy, and relevance of the underlying data used in the TRA model. • To test the Company’s position that there is sufficient future taxable income to realize the tax benefits related to the exchanges discussed above, we evaluated the assumptions used by management to develop the projections of future taxable income. For example, we compared the projections of future taxable income with the actual results of prior periods, as well as management’s consideration of current industry and economic trends. • We also recalculated the TRA liability and verified the calculation of the TRA liability was in accordance with the terms set out in the TRA. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2018. Philadelphia, Pennsylvania March 1, 2021 (except for the effect of the restatement disclosed in Notes 1 and 6, as to which the date is May 10, 2021) 45 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Repay Holdings Corporation Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Repay Holdings Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the effect of the material weakness described in the follow paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management has identified a material weakness in internal controls related to the review controls over the evaluation of complex, non-routine transactions. In our report dated March 1, 2021, we expressed an unqualified opinion on the Company’s internal control over financial reporting. The material weakness discussed above was subsequently identified in connection with the restatement of the Company’s previously issued consolidated financial statements. Accordingly, management has revised its assessment about the effectiveness of the Company’s internal control over financial reporting, and our present opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, as expressed herein, is different from that expressed in our previous report. The material weakness was considered in connection with the aforementioned restatement, and this report does not affect our opinion on the Company’s 2020 consolidated financial statements. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2020. The material weakness identified above was considered in connection with the aforementioned restatement and in determining the nature, timing and extent of audit tests applied in our audit of the 2020 financial statements, and this report does not affect our report dated March 1, 2021 (except for the effect of the restatement disclosed in Notes 1 and 6, as to which the date is May 10, 2021), which expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and 46 dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Philadelphia, Pennsylvania March 1, 2021 (except for the material weakness discussed in Management Report on Internal Control over Financial Reporting, as to which the date is May 10, 2021) 47 REPAY HOLDINGS CORPORATION Consolidated Balance Sheets (As Restated) December 31, 2020 December 31, 2019 Assets Cash and cash equivalents $ 91,129,888 $ 24,617,996 Accounts receivable 21,310,724 14,068,477 Related party receivable — 563,084 Prepaid expenses and other 6,925,115 4,632,965 Total current assets 119,365,727 43,882,522 Property, plant and equipment, net 1,628,439 1,610,652 Restricted cash 15,374,846 13,283,121 Customer relationships, net of amortization 280,887,486 247,589,240 Software, net of amortization 64,434,985 61,219,143 Other intangible assets, net of amortization 23,904,667 24,241,505 Goodwill 458,970,255 389,660,519 Operating lease ROU assets, net of amortization 10,074,506 — Deferred tax assets 135,337,229 — Other assets — 555,449 Total noncurrent assets 990,612,413 738,159,629 Total assets $ 1,109,978,140 $ 782,042,151 Liabilities Accounts payable $ 11,879,638 $ 9,586,001 Related party payable 15,811,597 14,571,266 Accrued expenses 19,216,258 15,965,683 Current maturities of long-term debt 6,760,650 5,500,000 Current operating lease liabilities 1,527,224 — Current tax receivable agreement 10,240,310 6,336,487 Total current liabilities 65,435,677 51,959,437 Long-term debt, net of current maturities 249,952,746 197,942,705 Line of credit — 10,000,000 Warrant liabilities — 40,815,919 Noncurrent operating lease liabilities 8,836,655 — Tax receivable agreement, net of current portion 218,987,795 60,839,739 Deferred tax liability — 768,335 Other liabilities 10,583,196 16,864 Total noncurrent liabilities 488,360,392 310,383,562 Total liabilities $ 553,796,069 $ 362,342,999 Commitments and contingencies (Note 12) Stockholders' equity Class A common stock, $ 0.0001 par value; 2,000,000,000 shares authorized and 71,244,682 issued and outstanding as of December 31, 2020; 2,000,000,000 shares authorized and 37,530,568 issued and outstanding as of December 31, 2019 7,125 3,753 Class V common stock, $ 0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of December 31, 2020 and 2019 — — Additional paid-in capital 691,675,072 283,555,118 Accumulated other comprehensive (loss) income ( 6,436,763 ) 313,397 Accumulated deficit ( 175,931,713 ) ( 70,335,151 ) Total stockholders' equity $ 509,313,721 $ 213,537,117 Equity attributable to non-controlling interests 46,868,350 206,162,035 Total liabilities and stockholders' equity and members' equity $ 1,109,978,140 $ 782,042,151 See accompanying notes to consolidated financial statements. 48 REPAY HOLDINGS CORPORATION Consolidated Statements of Operations Year Ended December 31, 2020 (As Restated) From July 11, 2019 to December 31, 2019 (As Restated) From January 1, 2019 to July 10, 2019 Year Ended December 31, 2018 (Successor) (Predecessor) Revenue Processing and service fees $ 155,035,943 $ 57,560,470 $ 47,042,917 $ 82,186,411 Interchange and network fees — — — 47,826,529 Total Revenue 155,035,943 57,560,470 47,042,917 130,012,940 Operating Expenses Interchange and network fees — — — 47,826,529 Other costs of services 41,447,056 15,656,730 10,216,079 27,159,763 Selling, general and administrative 87,301,814 45,758,335 51,201,322 29,097,302 Depreciation and amortization 60,806,659 23,756,888 6,222,917 10,421,000 Change in fair value of contingent consideration ( 2,510,000 ) — — ( 1,103,012 ) Total operating expenses 187,045,529 85,171,953 67,640,318 113,401,582 (Loss) Income from operations ( 32,009,586 ) ( 27,611,483 ) ( 20,597,401 ) 16,611,358 Other (expense) income Interest expense ( 14,445,000 ) ( 5,921,893 ) ( 3,145,167 ) ( 6,072,837 ) Change in fair value of warrant liabilities ( 70,827,214 ) ( 15,258,497 ) — — Change in fair value of tax receivable liability ( 12,439,485 ) ( 1,638,465 ) — — Other (expenses) income ( 2,985 ) ( 1,379,824 ) 38 ( 1,078 ) Total other (expense) income ( 97,714,684 ) ( 24,198,679 ) ( 3,145,129 ) ( 6,073,915 ) (Loss) income before income tax expense ( 129,724,270 ) ( 51,810,162 ) ( 23,742,530 ) 10,537,443 Income tax benefit 12,358,025 4,990,989 — — Net (loss) income $( 117,366,245 ) $( 46,819,173 ) $( 23,742,530 ) $ 10,537,443 Less: Net (loss) income attributable to non-controlling interests ( 11,769,683 ) ( 15,271,043 ) — — Net (loss) income attributable to the Company $( 105,596,562 ) $( 31,548,130 ) $( 23,742,530 ) $ 10,537,443 Loss per Class A share: Basic and diluted $( 2.02 ) $( 0.88 ) Weighted-average shares outstanding: Basic and diluted 52,180,911 35,731,220 See accompanying notes to consolidated financial statements. 49 REPAY HOLDINGS CORPORATION Consolidated Statements of Comprehensive Income Year Ended December 31, 2020 (As Restated) From July 11, 2019 to December 31, 2019 (As Restated) From January 1, 2019 to July 10, 2019 Year Ended December 31, 2018 (Successor) (Predecessor) Net (loss) income $( 117,366,245 ) $( 46,819,173 ) $( 23,742,530 ) $ 10,537,443 Other comprehensive (loss) income, before tax Change in fair value of designated cash flow hedges ( 9,867,782 ) 555,449 — — Total other comprehensive (loss) income, before tax ( 9,867,782 ) 555,449 — — Income tax related to items of other comprehensive income: Tax benefit (expense) on change in fair value of designated cash flow hedges 1,672,742 ( 54,303 ) — — Total income tax benefit (expense) on related to items of other comprehensive income 1,672,742 ( 54,303 ) — — Total other comprehensive (loss) income, net of tax ( 8,195,040 ) 501,146 — — Total comprehensive (loss) income $( 125,561,285 ) $( 46,318,027 ) $( 23,742,530 ) $ 10,537,443 Less: Comprehensive loss attributable to non-controlling interests ( 14,668,288 ) ( 15,027,371 ) — — Comprehensive (loss) income attributable to the Company $( 110,892,997 ) $( 31,290,656 ) $( 23,742,530 ) $ 10,537,443 See accompanying notes to consolidated financial statements. 50 REPAY HOLDINGS CORPORATION Consolidated Statements of Changes in Equity Total Equity (Predecessor) Balance at December 31, 2017 $ 104,051,883 Net income 10,537,443 Contributions by members — Stock based compensation 796,967 Distribution to members ( 6,307,936 ) Balance at December 31, 2018 $ 109,078,357 Net loss ( 23,742,530 ) Contributions by members — Stock based compensation 908,978 Distribution to members ( 6,904,991 ) Balance at July 10, 2019 $ 79,339,814 Consolidated Statements of Changes in Equity (As Restated) Class A Common Stock Class V Common Stock Additional Paid-In Accumulated Accumulated Other Comprehensive Total Stockholders' Non-controlling Shares Amount Shares Amount Capital Deficit (Loss) Income Equity Interests Balance at July 11, 2019 33,430,259 $ 3,343 100 $ — $ 290,408,807 $( 37,588,827 ) $ — $ 252,823,323 $ 221,375,364 Release of Founder Shares 2,965,000 297 — ( 297 ) — — — — Release of share awards vested under Incentive Plan 1,135,291 113 — ( 113 ) — — — — Treasury shares repurchased — — ( 4,507,544 ) ( 4,507,544 ) Stock-based compensation — — 22,013,286 — — 22,013,286 — Warrant exercise 18 — 207 207 Tax distribution from Hawk Parent — — — — — — ( 185,957 ) Reclassification to warrant liabilities — — ( 24,359,228 ) ( 1,198,194 ) — ( 25,557,422 ) — Net loss — — — ( 31,548,130 ) — ( 31,548,130 ) ( 15,271,043 ) Accumulated other comprehensive income — — — — 313,397 313,397 243,671 Balance at December 31, 2019 (Successor) 37,530,568 $ 3,753 100 $ — $ 283,555,118 $( 70,335,151 ) $ 313,397 $ 213,537,117 $ 206,162,035 Issuance of new shares 23,564,816 2,356 — 514,451,331 — ( 99,022 ) 514,354,665 ( 4,454,472 ) Exchange of Post-Merger Repay Units 1,606,647 161 — 10,065,244 — ( 228,090 ) 9,837,315 ( 9,837,154 ) Redemption of Post-Merger Repay Units — — ( 311,736,352 ) — ( 2,614,996 ) ( 314,351,348 ) ( 120,944,910 ) Release of share awards vested under Incentive Plan 516,398 52 — ( 52 ) — — — — Treasury shares repurchased — ( 1,431,172 ) — 376 ( 1,430,796 ) 16,064 Stock-based compensation — — 20,489,298 — ( 15,759 ) 20,473,539 ( 1,027,739 ) Warrant exercise 8,026,253 803 — 92,178,915 — ( 124,570 ) 92,055,148 ( 5,255,431 ) Tax distribution from Hawk Parent — — — — — — ( 1,496,213 ) Valuation allowance on Ceiling Rule DTA — — ( 27,540,391 ) — 2,794 ( 27,537,597 ) — Reclassification to warrant liabilities — — 111,643,133 — — 111,643,133 — Net loss — — — ( 105,596,562 ) — ( 105,596,562 ) ( 11,769,683 ) Accumulated other comprehensive income — — — — ( 3,670,893 ) ( 3,670,893 ) ( 4,524,147 ) Balance at December 31, 2020 (Successor) 71,244,682 $ 7,125 100 $ — $ 691,675,072 $( 175,931,713 ) $( 6,436,763 ) $ 509,313,721 $ 46,868,350 See accompanying notes to consolidated financial statements. 51 REPAY HOLDINGS CORPORATION Consolidated Statements of Cash Flows Year Ended December 31, 2020 (As Restated) From July 11, 2019 to December 31, 2019 (As Restated) From January 1, 2019 to July 10, 2019 Year Ended December 31, 2018 (Successor) (Predecessor) Cash flows from operating activities Net (loss) income $( 117,366,245 ) $( 46,819,173 ) $( 23,742,530 ) $ 10,537,443 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 60,806,659 23,756,888 6,222,917 10,421,000 Stock based compensation 19,445,800 22,013,287 908,978 796,967 Amortization of debt issuance costs 1,416,012 570,671 215,658 407,403 Loss on disposal of property and equipment — — — 16,827 Fair value change in warrant liabilities 70,827,214 15,258,497 — — Fair value change in tax receivable agreement liability 12,439,485 1,638,465 — — Fair value change in other assets and liabilities ( 2,509,840 ) — — ( 1,103,012 ) Payments of contingent consideration in excess of acquisition date fair value ( 4,070,549 ) — — — Deferred tax benefit ( 12,358,025 ) ( 4,990,989 ) — — Change in accounts receivable ( 2,890,762 ) 779,008 ( 4,614,620 ) ( 1,534,285 ) Change in related party receivable 563,084 ( 563,084 ) — — Change in prepaid expenses and other 541,639 ( 3,579,300 ) ( 73,533 ) ( 394,127 ) Change in operating lease ROU assets ( 10,074,506 ) — — — Change in accounts payable 38,185 2,656,630 1,297,035 1,502,090 Change in related party payable ( 309,669 ) 14,571,266 — — Change in accrued expenses and other 370,343 ( 12,356,519 ) 28,136,310 3,526,470 Change in operating lease liabilities 10,363,879 — — — Change in other liabilities 1,254,000 — — — Net cash provided by operating activities 28,486,704 12,935,647 8,350,215 24,176,776 Cash flows from investing activities Purchases of property and equipment ( 994,147 ) ( 498,513 ) ( 203,026 ) ( 913,498 ) Purchases of software ( 13,729,349 ) ( 3,375,751 ) ( 3,842,744 ) ( 4,884,457 ) Purchases of other intangible assets ( 9,550,000 ) — — — Acquisition of Hawk Parent, net of cash and restricted cash acquired — ( 242,599,551 ) — — Acquisition of TriSource, net of cash and restricted cash acquired — ( 59,160,005 ) — — Acquisition of APS Payments, net of cash and restricted cash acquired ( 465,454 ) ( 29,450,022 ) — — Acquisition of Ventanex, net of cash and restricted cash acquired ( 35,460,153 ) — — — Acquisition of cPayPlus, net of cash and restricted cash acquired ( 7,694,632 ) — — — Acquisition of CPS, net of cash and restricted cash acquired ( 78,086,739 ) — — — Net cash used in investing activities ( 145,980,474 ) ( 335,083,842 ) ( 4,045,770 ) ( 5,797,955 ) Cash flows from financing activities Change in line of credit ( 10,000,000 ) 6,500,000 — 3,000,000 Issuance of long-term debt 60,425,983 210,000,000 — — Payments on long-term debt ( 6,709,486 ) ( 90,862,500 ) ( 2,450,000 ) ( 4,900,000 ) Public issuance of Class A Common Stock 509,900,193 135,000,000 — — Repurchase of outstanding warrants — ( 38,700,000 ) — — Repurchase of treasury shares ( 1,414,732 ) ( 4,507,544 ) — — Issuance of warrants — 207 — — Exercise of warrants 86,799,717 — — — Conversion of Thunder Bridge Class A ordinary shares to Class A Common Stock — 148,870,571 — — Redemption of Post-Merger Repay Units ( 435,296,258 ) — — — Distributions to Members ( 1,496,213 ) ( 185,957 ) ( 6,904,991 ) ( 6,307,935 ) Payment of loan costs ( 1,861,817 ) ( 6,065,465 ) — — Payments of contingent consideration up to acquisition date fair value ( 14,250,000 ) — — — Net cash provided by (used in) financing activities 186,097,387 360,049,312 ( 9,354,991 ) ( 8,207,935 ) Increase (decrease) in cash, cash equivalents and restricted cash 68,603,617 37,901,117 ( 5,050,546 ) 10,170,886 Cash, cash equivalents and restricted cash at beginning of period $ 37,901,117 $ — $ 23,262,058 $ 13,091,172 Cash, cash equivalents and restricted cash at end of period $ 106,504,734 $ 37,901,117 $ 18,211,512 $ 23,262,058 52 See accompanying notes to consolidated financial statements. REPAY HOLDINGS CORPORATION Consolidated Statements of Cash Flows (Continued) Year Ended December 31, 2020 ( As Restated) From July 11, 2019 to December 31, 2019 ( As Restated) From January 1, 2019 to July 10, 2019 Year Ended December 31, 2018 (Successor) (Predecessor) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the year for: Interest $ 11,486,760 $ 5,351,222 $ 2,929,509 $ 5,665,434 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES Acquisition of Hawk Parent in exchange for Class A Common Stock $ — $ 220,056,226 Acquisition of Hawk Parent in exchange for amounts payable under Tax Receivable Agreement $ — $ 67,176,226 Acquisition of Hawk Parent in exchange for contingent consideration $ — $ 12,300,000 Acquisition of TriSource in exchange for contingent consideration $ 1,750,000 $ 2,250,000 Acquisition of APS in exchange for contingent consideration $ 6,580,549 $ 12,000,000 Acquisition of Ventanex in exchange for contingent consideration $ 4,800,000 Acquisition of cPayPlus in exchange for contingent consideration $ 6,500,000 Acquisition of CPS in exchange for contingent consideration $ 4,500,000 See accompanying notes to consolidated financial statements. 53 REPAY HOLDINGS CORPORATION Notes to Consolidated Financial Statements 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 equity holders may be entitled to up to a total of $ 14.0 million in two separate cash earnout payments, dependent on the achievement of certain growth targets. On June 2, 2020, the Company completed an underwritten offering of 9,200,000 shares of its Class A common stock (the “June Follow-on Offering”) pursuant to the terms of an Underwriting Agreement (the “June Underwriting Agreement”), dated May 28, 2020, with Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC and Barclays Capital Inc., as representatives of the several underwriters named therein . 1,200,000 shares of such Class A common stock were sold in the offering in connection with the full exercise of the underwriters’ option to purchase additional shares pursuant to the Underwriting Agreement. The shares of Class A common stock issued by the Company were sold at a price to the public of $ 20.00 per share ($ 19.00 per share net of underwriting discounts and commissions). In connection with the June Follow-on Offering, the Company entered into a unit purchase agreement, dated May 28, 2020 (the “June Unit Purchase Agreement”), with CC Payment Holdings, L.L.C., an entity controlled by Corsair, pursuant to which the Company acquired 5,200,000 units representing limited liability company interests of Hawk Parent (“Post-Merger Repay Units”) at a purchase price of $ 19.00 per Post-Merger Repay Unit, which was equal to the purchase price per share of Class A common stock paid to the Company by the underwriters for shares of Class A common stock in connection with the June Follow-on Offering. On July 23, 2020 , the Company acquired all of the equity interests of cPayPlus, LLC (“cPayPlus”) for $ 8.0 million in cash. In addition to the $ 8.0 million cash consideration, the cPayPlus selling equity holders may be entitled up to a total of $ 8.0 million cash earnout payment, dependent upon the achievement of certain growth targets. On September 14, 2020, the Company completed an underwritten offering of 13,000,000 shares of its Class A common stock (the “September Follow-on Offering” and together with the June Follow-on Offering, the “Follow-on Offerings”) pursuant to the terms of an Underwriting Agreement (the “September Underwriting Agreement”), dated September 9, 2020, with Morgan Stanley & Co. LLC, as underwriter. Pursuant to the September Underwriting Agreement, the Company granted the underwriter a 30 -day option to purchase up to an aggregate of 1,364,816 additional shares of Class A common stock solely to cover over-allotments. On September 22, 2020 the underwriter exercised the option to purchase 1,364,816 shares of the Company’s Class A common stock. The shares of Class A common stock issued by the Company were sold at a price to the public of $ 24.00 per share ($ 23.425 per share net of underwriting discounts and commissions). 54 In connection with the September Follow-on Offering, the Company entered into a unit purchase agreement, dated September 9, 2020 (the “September Unit Purchase Agreement” and, together with the June Unit Purchase Agreement, the “ Unit Purchase Agreements ” ), with CC Payment Holdings, L.L.C., an entity controlled by Corsair, pursuant to which the Company acquired 14,364,816 Post-Merger Repay Units at a purchase price of $ 23.425 per Post-Merger Repay Unit, which was equal to the purchase price per share of Class A common stock paid to the Company by the underwriters for shares of Class A common stock in connection with the September Follow-on Offering. On November 2, 2020, the Company acquired all of the equity interests of CPS Payment Services, LLC Media Payments, LLC (“MPI”), and Custom Payment Systems, LLC (collectively, “CPS”) for $ 78.0 million in cash. In addition to the $ 78.0 million cash consideration, the CPS selling equity holders may be entitled to up to a total of $ 15.0 million in two separate cash earnout payments, dependent upon the achievement of certain growth targets. During the year ended December 31, 2020, warrant holders of the Company exercised warrants in exchange for 8.0 million shares of Class A common stock. The Company received $ 86.8 million upon the exercise of the warrants. On July 27, 2020, the Company completed the redemption of all of its outstanding warrants to purchase shares of the Company’s Class A common stock. Business Overview The Company provides integrated payment processing solutions to industry-oriented markets in which businesses have specific transaction processing needs. The Company refers to these markets as “vertical markets” or “verticals.” The Company’s proprietary, integrated payment technology platform reduces the complexity of the electronic payments process for business. The Company charges its customers processing fees based on the volume of payment transactions processed and other transaction or service fees. The Company intends to continue to strategically target verticals where the Company believes its ability to tailor payment solutions to its customers’ needs, its deep knowledge of the Company’s vertical markets and the embedded nature of its integrated payment solutions will drive strong growth by attracting new customers and fostering long-term customer relationships. The Company provides payment processing solutions to customers primarily operating in the personal loans, automotive loans, receivables management, and business-to-business verticals. The Company’s payment processing solutions enable consumers and businesses in these verticals to make payments using electronic payment methods, rather than cash or check, which have historically been the primary methods of payment in these verticals. The Company believes that a growing number of consumers and businesses prefer the convenience and efficiency of paying with cards and other electronic methods and that the Company is poised to benefit from the significant growth opportunity of electronic payment processing as these verticals continue to shift from cash and check to electronic payments. The personal loans vertical is predominately characterized by installment loans, which are typically utilized by consumers to finance everyday expenses. The automotive loans vertical predominantly includes subprime automotive loans, automotive title loans and automotive buy-here-pay-here loans and also includes near-prime and prime automotive loans. The Company’s receivables management vertical relates to consumer loan collections, which typically enter the receivables management process due to delinquency on credit card bills or as a result of major life events, such as job loss or major medical issues. The business-to-business vertical relates to transactions occurring between a wide variety of enterprise customers, many of which operate in the manufacturing, wholesale, distribution, healthcare, and education industries. The Company’s go-to-market strategy combines direct sales with integrations with key software providers in its target verticals. The integration of the Company’s technology with key software providers in the verticals that the Company serves, including loan management systems, dealer management systems, collection management systems, and enterprise resource planning software systems, allows the Company to embed its omni-channel payment processing technology into its customers’ critical workflow software and ensure seamless operation of the Company’s solutions within its customers’ enterprise management systems. The Company refers to these software providers as its “software integration partners.” This integration allows the Company’s sales force to readily access new customer opportunities or respond to inbound leads because, in many cases, a business will prefer, or in some cases only consider, a payments provider that has already integrated or is able to integrate its solutions with the business’ primary enterprise management system. The Company has successfully integrated its technology solutions with numerous, widely-used enterprise management systems in the verticals that it serves, which makes its platform a more compelling choice for the businesses that use them. Moreover, the Company’s relationships with its partners help it to develop deep industry knowledge regarding trends in customer needs. The Company’s integrated model fosters long-term relationships with its customers, which supports its volume retention rates that the Company believes are above industry averages. As of December 31, 2020, the Company maintained approximately 124 integrations with various software providers. 55 Restatement of previously issued financial statements On April 12, 2021, the SEC issued a statement (the “Statement”) on the accounting and reporting considerations for warrants issued by SPACs. The Statement referenced the guidance included in generally accepted accounting principles in the United States of America (“GAAP”) that entities must consider in determining whether to classify contracts that may be settled in its own stock, such as warrants, as equity or as an asset or liability. After considering the Statement, the Company re-evaluated its historical accounting for its warrants and concluded it must amend the accounting treatment of the public warrants and private placement warrants (collectively, the “Warrants”) outstanding and recorded on the Company’s consolidated financial statements at the time of the Business Combination. At that time, the Warrants were presented within equity and did not impact the financial statements of Hawk Parent presented in Predecessor reporting periods of the Company prior to the Business Combination. On July 27, 2020, the Company completed the redemption of all outstanding Warrants. The Company has concluded that the Warrants did not meet the conditions to be classified within equity under the Statement and should have been presented as a liability and marked to fair value each reporting period. The audit committee concluded that the Company’s previously issued audited financial statements as of December 31, 2019, for the period from July 11, 2019 through December 31, 2019 and as of and for the year ended December 31, 2020 and the Company’s unaudited condensed consolidated financial statements for the quarterly periods within those periods (collectively, the “Relevant Periods”) should no longer be relied upon and that is was appropriate to restate the financial statements for the Relevant Periods. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein. As a result of the factors described above, the Company has included in this report restated financials to restate the following non-cash items: As of December 31, 2020 As of December 31, 2019 As Reported Adjustments As Restated As Reported Adjustments As Restated Consolidated Balance Sheets Warrant liabilities $ — $ — $ — $ — $ 40,815,919 $ 40,815,919 Total noncurrent liabilities 488,360,392 — 488,360,392 269,567,643 40,815,919 310,383,562 Total liabilities 553,796,069 — 553,796,069 321,527,080 40,815,919 362,342,999 Additional paid-in capital 604,391,167 87,283,905 691,675,072 307,914,346 ( 24,359,228 ) 283,555,118 Accumulated deficit ( 88,647,808 ) ( 87,283,905 ) ( 175,931,713 ) ( 53,878,460 ) ( 16,456,691 ) ( 70,335,151 ) Total stockholders' equity 509,313,721 — 509,313,721 254,353,036 ( 40,815,919 ) 213,537,117 For the year ended December 31, 2020 From July 11, 2019 to December 31, 2019 As Reported Adjustments As Restated As Reported Adjustments As Restated Consolidated Statements of Operations Change in fair value of warrant liabilities $ — $( 70,827,214 ) $( 70,827,214 ) $ — $( 15,258,497 ) $( 15,258,497 ) Total other (expense) income ( 26,887,470 ) ( 70,827,214 ) ( 97,714,684 ) ( 8,940,182 ) ( 15,258,497 ) ( 24,198,679 ) (Loss) income before income tax expense ( 58,897,056 ) ( 70,827,214 ) ( 129,724,270 ) ( 36,551,665 ) ( 15,258,497 ) ( 51,810,162 ) Net (loss) income ( 46,539,031 ) ( 70,827,214 ) ( 117,366,245 ) ( 31,560,676 ) ( 15,258,497 ) ( 46,819,173 ) Net (loss) income attributable to the Company ( 34,769,348 ) ( 70,827,214 ) ( 105,596,562 ) ( 16,289,633 ) ( 15,258,497 ) ( 31,548,130 ) Loss per Class A share: Basic and diluted $( 0.67 ) $( 2.02 ) $( 0.46 ) $( 0.88 ) 56 For the year ended December 31, 2020 From July 11, 2019 to December 31, 2019 As Reported Adjustments As Restated As Reported Adjustments As Restated Consolidated Statements of Cash Flows Net loss $( 46,539,031 ) $( 70,827,214 ) $( 117,366,245 ) $( 31,560,676 ) $( 15,258,497 ) $( 46,819,173 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities 75,025,735 70,827,214 145,852,949 44,496,323 15,258,497 59,754,820 Net cash provided by operating activities 28,486,704 — 28,486,704 12,935,647 — 12,935,647 Net cash used in investing activities ( 145,980,474 ) — ( 145,980,474 ) ( 335,083,842 ) — ( 335,083,842 ) Net cash provided by financing activities 186,097,387 — 186,097,387 360,049,312 — 360,049,312 The restatement had no impact on the Company’s liquidity or cash position. 2. Basis of Presentation and Summary of Significant Accounting Policies 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 Services LLC, Sigma Acquisition, LLC, Wildcat Acquisition, LLC (“PaidSuite”), Marlin Acquirer, LLC (“Paymaxx”), REPAY International LLC, REPAY Canada Solutions ULC, TriSource Solutions, LLC (“TriSource”), Mesa Acquirer, LLC, CDT Technologies LTD, Viking GP Holdings, LLC, cPayPlus, LLC, CPS Payment Services, LLC, Media Payments, LLC, and Custom Payment Systems, 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. Segment Reporting Operating segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance for the organization. The Company’s chief decision maker is the Chief Executive Officer. The Company’s chief decision maker reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company. Accordingly, the Company has determined that it has one operating segment; Merchant services. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposit accounts, and short‑term investments with original maturities of three months or less. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Restricted Cash Restricted cash consists of funds required to serve as security for services rendered by a service provider under a service provider agreement. 57 Accounts Receivable Accounts receivable represent amounts due from customers and payment processors for services rendered. The Company has an established process for aging, provisioning and writing-off its uncollectible accounts receivable. Within this process the Company aggregates accounts receivable to the pools of receivables of similar risk characteristics. The Company uses Provision Matrix methodology to estimate the allowance for credit losses on accounts receivable, which estimated credit loss is calculated based on how long a receivable has been outstanding (e.g., under 30 days, 30–60 days, etc.). For accounts receivable outstanding more than 90 days, the Company evaluates and assesses whether the loss reserve percentage requires adjustment for reasonable and supportable forecast of relevant economic factors. As of December 31, 2020, the Company’s estimated credit losses on accounts receivable was immaterial. Concentration of Credit Risk The Company is highly diversified, and no single merchant represents greater than 10 % of the business on a volume or profit basis. Earnings per Share Basic earnings per share of Class A common stock is computed by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to the Company, adjusted for the assumed exchange of all Post-Merger Repay Units, by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. The Predecessor’s LLC membership structure included several different types of LLC interests including ownership interests and profits interests. The Company analyzed the calculation of earnings per unit by using the two‑class method and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, the Predecessor’s earnings per share information has not been presented for any period. Property and Equipment Property and equipment is carried at cost less accumulated depreciation and includes expenditures which substantially increase the useful lives of existing property and equipment. Maintenance, repairs, and minor renovations are charged to operations as incurred. When property and equipment is retired or otherwise disposed of, the related costs and accumulated depreciation are removed from their respective accounts, and any gain or loss on the disposition is credited or charged to operations. The Company provides for depreciation of property and equipment using the straight-line method designed to amortize costs over estimated useful lives as follows: Estimated Useful Life Furniture, fixtures, and office equipment 5 years Computers 3 years Leasehold improvements 5 years Intangible Assets Intangible assets consist of internal use software development costs, purchased software, channel relationships, customer relationships, certain key personnel non-compete agreements, and trade names. The Company is amortizing software development costs and purchased software on the straight‑line method over a three-year estimated useful life, a ten-year estimated useful life for channel and customer relationships, and an estimated useful life for non-compete agreements equal to the term of the agreement. Trade names are determined to have an indefinite useful life. The Company evaluates the recoverability of intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment, and actual results may 58 differ from assumed and estimated amounts. No indicators of impairment were identified in the periods ending December 31, 20 20 and 201 9 . Goodwill Goodwill represents the excess of purchase price over tangible and intangible assets acquired less liabilities assumed arising from business combinations. Goodwill is generally allocated to reporting units based upon relative fair value (taking into consideration other factors such as synergies) when an acquired business is integrated into multiple reporting units. The Company’s reporting units are at the operating segment level or one level below the operating segment level for which discrete financial information is prepared and regularly reviewed by management. When a business within a reporting unit is disposed of, goodwill is allocated to the disposed business using the relative fair value method. Relative fair value is estimated using a discounted cash flow analysis. The Company determined that no impairment of goodwill existed as of the last testing date, December 31, 2020. Future impairment reviews may require write‑downs in the Company’s goodwill and could have a material adverse impact on the Company’s operating results for the periods in which such write‑downs occur. Revenue Repay provides integrated payment processing solutions to niche markets that have specific transaction processing needs; for example, personal loans, automotive loans, and receivables management. The Company contracts with its customers through contractual agreements that set forth the general terms and conditions of the service relationship, including rights of obligations of each party, line item pricing, payment terms and contract duration. 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. As our customers process increased volumes of payments, our revenues increase as a result of the fees we charge for processing these payments. The Company’s performance obligation in its contracts with customers is the promise to stand-ready to provide front-end authorization and back-end settlement 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. Revenues are also derived from transaction or service fees (e.g. chargebacks, gateway) as well as other miscellaneous service fees. These services are considered immaterial in the overall context of our contractual arrangements and, as such, do not represent distinct performance obligations. Instead, the fees associated with these services are bundled with the processing services performance obligation identified. The transaction price for such processing services are determined, based on the judgment of the Company’s management, considering factors such as margin objectives, pricing practices and controls, customer segment pricing strategies, the product life cycle and the observable price of the service charged to similarly situated customers. The Company follows the requirements of Topic 606-10-55-36 through -40, Revenue from Contracts with Customers, Principal Agent Considerations , in determining the gross versus net revenue recognition for each performance obligation in the contract with a customer. 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. The principal versus agent evaluation is matter of judgment that depends on the facts and circumstances of the arrangement and is dependent on whether the Company controls the good or service before it is transferred to the customer or whether the Company is acting as an agent of a third party. This evaluation is performed separately for each performance obligation identified. 59 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, based the fact that the Company has no discretion over which card-issuing bank or payment network will be used to process a transaction and is unable to direct the activity of the merchant to another card-issuing bank or payment network. As such, the Company views the card-issuing bank and the payment network as the principal for these performance obligations, as these parties are primarily responsible for fulfilling these promises to the merchant. 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 years ended December 31, 2020 and 2019, in connection with the adoption of ASC 606. 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. Transaction Costs The Company expenses all transactions costs as incurred and are included in selling, general, and administrative expenses in the consolidated statements of operations. For the year ended December 31, 2020, the Company incurred $ 9.9 million transaction costs. For the period from July 11, 2019 to December 31, 2019 the Successor incurred $ 4.5 million of transaction costs for closed and pending transactions. The Predecessor incurred transaction costs of $ 34.9 million and $ 4.0 million for the period from January 1, 2019 to July 10, 2019 and the year ended December 31, 2018, respectively. Equity Units Awarded The Repay Holdings Corporation 2019 Omnibus Incentive Plan (the “Incentive Plan”) provides for the grant of various equity-based incentive awards to employees, directors, consultants and advisors to the Company. The types of equity-based awards that may be granted under the Incentive Plan include: stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and other stock-based awards. As of December 31, 2020, there were 7,326,728 shares of Class A common stock reserved for issuance under the Incentive Plan. The Company accounts for stock-based compensation for employees and directors in accordance with ASC 718, Compensation (“ASC 718”). ASC 718 requires all share-based payments to employees, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period. The Predecessor accounted for profit units awarded to management based on the fair value of the awards on the date of the grant and recognized compensation expense for those awards over the requisite service period. The profits units were fully vested as of the Closing. The fair value of the RSAs and RSUs granted under the Incentive Plan and the profit interests granted under the profit unit plan of the Predecessor is estimated on the grant date using the Black‑Scholes option valuation model. The Black‑Scholes option valuation model incorporates assumptions as to dividend yield, expected volatility, an appropriate risk‑free interest rate, and the expected life of the option. Forfeitures are accounted for as they occur. Debt Issuance Costs The Company accounts for debt issuance costs according to the Financial Accounting Standards Board Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs , to present debt issuance costs as a reduction of the carrying amount of the debt. 60 Fair Value of Financial Instruments The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurements and Disclosures , which defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or the price paid to transfer a liability as of the measurement date. A three-tier, fair-value reporting hierarchy exists for disclosure of fair value measurements based on the observability of the inputs to the valuation of financial assets and liabilities. The three levels are: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. • Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in active exchange markets. The carrying value of the Company’s financial instruments, including cash and cash equivalents, restricted cash and processing assets and liabilities approximated their fair values as of December 31, 2020 and 2019, because of the relatively short maturity dates on these instruments. The carrying amount of debt approximates fair value as of December 31, 2020 and 2019, because interest rates on these instruments approximate market interest rates. Leases The Company adopted ASC Topic 842, Leases, using a modified retrospective transition approach as of January 1, 2020 . The Company has elected to adopt the package of transition practical expedients and, therefore, has not reassessed (1) whether existing or expired contracts contain a lease, (2) lease classification for existing or expired leases or (3) the accounting for initial direct costs that were previously capitalized. The Company also elected the practical expedient to use hindsight for leases existing as of January 1, 2020. The Company evaluates each of its lease and service arrangements at inception to determine if the arrangement is, or contains, a lease and the appropriate classification of each identified lease. A lease exists if the Company obtains substantially all of the economic benefits of, and has the right to control the use of, an asset for a period of time. The Company has operating leases for real estate. Operating leases with an original lease term in excess of twelve months are included in Other assets and Other liabilities in the Consolidated Balance Sheets. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate to calculate the present value of lease payments. Lease terms consider options to extend or terminate based on the determination of whether such renewal or termination options are deemed reasonably certain. Lease agreements that contain non-lease components are generally accounted for as a single lease component. Operating lease costs are recorded in Selling, general and administrative in the consolidated statements of operations based on the underlying asset. Variable costs, such as maintenance expenses, property and sales taxes, association dues and index-based rate increases, are expensed as they are incurred. Variable lease payments associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented as operating expenses in Selling, general and administrative in the consolidated statements of operations. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases of all applicable class of underlying assets that have a lease term of twelve months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. Variable lease payments associated with these leases are recognized and presented in the same manner as for all other Company leases. ROU assets for operating leases are periodically reduced by impairment losses. As of December 31, 2020, the Company has not encountered any impairment losses. The Company monitors for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in gain or loss in the consolidated statements of operations. 61 Taxation Income taxes are provided for in accordance with ASC 740. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to net operating losses, tax credits, and temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company reports a liability or a reduction of deferred tax assets for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. When applicable, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Noncontrolling interest As of December 31, 2020, the Company held an 89.8 % interest in Hawk Parent. The noncontrolling interest, for the year ended December 31, 2020, in the net loss of subsidiaries was $ 11.8 million. As of July 11, 2019, the Company held a 55.9 % interest in Hawk Parent. The noncontrolling interest, for the period from July 11, 2019 to December 31, 2019, in the net loss of subsidiaries was $ 15.3 million. Contingent Consideration The Company estimates and records the acquisition date estimated fair value of contingent consideration as part of purchase price consideration for acquisitions. Additionally, each reporting period, the Company estimates changes in the fair value of contingent consideration, and any change in fair value is recognized in the consolidated income statements. An increase in the contingent consideration expected to be paid will result in a charge to operations in the period that the anticipated fair value of contingent consideration increases, while a decrease in the earn-out expected to be paid will result in a credit to operations in the period that the anticipated fair value of contingent consideration decreases. The estimate of the fair value of contingent consideration requires subjective assumptions to be made of future operating results, discount rates, and probabilities assigned to various potential operating result scenarios. Emerging Growth Company Prior to December 31, 2020, the Company was an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act, (JOBS Act), and elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies until the Company is no longer an EGC, including using the extended transition period for complying with new or revised accounting standards. As of December 31, 2020, the Company has become a large accelerated filer under the rules of the SEC and is no longer classified as an EGC. Recently Adopted Accounting Pronouncements Fair Value Measurement In August 2018, the FASB issued 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. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016‑02, Leases (Subtopic 842) . The purpose of this ASU is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this ASU require that lessees recognize the rights and obligations resulting from leases as assets and liabilities on their balance sheets, initially measured at the present value of the lease payments over the 62 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 public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. As a result of the Company ceasing to be an EGC as of December 31, 2020, the Company adopted ASU 2016-02 and subsequent related ASUs, using a modified retrospective transition approach as of January 1, 2020, which resulted in the recognition of $ 10.1 million and $ 10.4 million in ROU assets and associated lease liabilities, respectively, arising from operating leases in which the Company is the lessee, on the Company’s consolidated balance sheets. The amount of the ROU assets and associated lease liabilities recorded upon adoption was based primarily on the present value of unpaid future minimum lease payments, the amount of which was based on the population of leases in effect as of January 1, 2020. The adoption did not have a significant impact on the Company’s consolidated statements of operations or consolidated statements of cash flows. For additional information and required disclosures elated to ASC 842, see Note 12. Commitments and Contingencies. 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. As a result of the Company ceasing to be an EGC as of December 31, 2020, the Company adopted ASU 2016-13 as of January 1, 2020 . The adoption of this ASU does not have a material impact on the Company’s consolidated financial statements or related disclosures. Recently Issued Accounting Pronouncements not yet Adopted 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. 3. Revenue Disaggregation of revenue The table below presents a disaggregation of revenue by direct and indirect relationships. 63 Year Ended December 31, 2020 From July 11, 2019 to December 31, 2019 From January 1, 2019 to July 10, 2019 (Successor) (Predecessor) Revenue Direct relationships $ 152,247,190 $ 56,370,030 $ 45,693,961 Indirect relationships 2,788,753 1,190,440 1,348,956 Total Revenue $ 155,035,943 $ 57,560,470 $ 47,042,917 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 amortization period is consistent with the concept of useful life under other accounting guidance, which is defined as the period over which an asset is expected to contribute directly or indirectly to future cash flows. The Company currently incurs costs to obtain a contract through payments made to external referral partners. Commission payments are made to the external referral partner on a monthly basis based on a percentage of the profit on the contract, for as long as the customer and the external referral partner have agreements with the Company. 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. Costs to fulfill contracts with customers either give rise to an asset or are expensed as incurred. If the cost is not already covered by other applicable accounting literature, fulfilment costs are capitalized to the extent they directly relate to a specific contract, are used to generate or enhance resources used in satisfying performance obligations and are expected to be recovered. The Company does not have any costs incurred to fulfill a contract. Practical Expedients The Company has utilized the portfolio approach practical expedient per Topic 606-10-10-4, which allows the application of Topic 606 to a portfolio of contracts with similar characteristics provided the accounting does not differ materially to application of Topic 606 to the individual contract. The Company has also utilized the practical expedient for immaterial goods and services per Topic 606-10-25-16A, which permits the Company not to recognize a promised good or service as a performance obligation if it is considered an immaterial promise in the context of the contract. 4 . Earnings per share (As Restated) During the year ended December 31, 2020 and the period from July 11, 2019 to December 31, 2019, basic and diluted net loss per common share are the same since the inclusion of the assumed exchange of all Post-Merger Repay Units and unvested restricted share awards 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: 64 Year Ended December 31, 2020 (As Restated) From July 11, 2019 to December 31, 2019 (As Restated) Loss before income tax expense $( 129,724,270 ) $( 51,810,162 ) Less: Net loss attributable to non-controlling interests ( 11,769,683 ) ( 15,271,043 ) Income tax benefit 12,358,025 4,990,989 Net loss attributable to the Company $( 105,596,562 ) $( 31,548,130 ) Weighted average shares of Class A common stock outstanding - basic and diluted 52,180,911 35,731,220 Loss per share of Class A common stock outstanding - basic and diluted $( 2.02 ) $( 0.88 ) For the Successor periods, 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 8,334,160 21,985,297 Earnout Post-Merger Repay Units exchangeable for Class A common stock — 7,500,000 Dilutive warrants exercisable for Class A common stock — 1,816,890 Unvested restricted share awards of Class A common stock 2,209,551 1,731,560 Share equivalents excluded from earnings (loss) per share 10,543,711 33,033,747 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. 5. Business combinations Hawk Parent Holdings LLC Thunder Bridge and Hawk Parent entered into the Merger Agreement effective as of January 21, 2019 and announced consummation of the transactions contemplated by the Merger Agreement on July 11, 2019. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the closing of the Business Combination, (a) Thunder Bridge effected the domestication to become a Delaware corporation and (b) a wholly-owned subsidiary of Thunder Bridge merged with and into Hawk Parent, with Hawk Parent continuing as the surviving entity and becoming a subsidiary of the Company (with Thunder Bridge receiving membership interests in Hawk Parent as the surviving entity and becoming the managing member of the surviving entity). At the effective time of the Business Combination, Thunder Bridge changed its corporate name to “Repay Holdings Corporation” and all outstanding securities of Hawk Parent converted into the right to receive the consideration specified in the Merger Agreement. Each member of Hawk Parent received in exchange for their limited liability interests (i) one share of Class V common stock of the Company and (ii) a pro rata share of (A) non-voting limited liability units of Hawk Parent as the surviving entity, referred to as Post-Merger Repay Units, (B) certain cash consideration, and (C) the contingent right to receive certain additional Post-Merger Repay Units issued as an earn-out under the Merger Agreement after the closing of the Business Combination (“Earnout Units”). Shares of Class A common stock of the Company will provide the holder with voting and economic rights with respect to the Company as a holder of common stock. Each share of Class V common stock of the Company entitles the holder to vote as a stockholder of the Company, with the number of votes equal to the number of Post-Merger Repay Units held by the holder but provides no economic rights to the holder. At any time after the six month anniversary of the closing of the Business Combination, pursuant to the terms of the Exchange Agreement, each holder of a Post-Merger Repay Unit will be entitled to exchange such unit for one share of Class A common stock of the Company. The amount of cash consideration paid to selling Hawk Parent members at the closing of the Business Combination was equal to the following: (i) the total cash and cash equivalents of Thunder Bridge (including funds in its trust account after the redemption of its public stockholders and the proceeds of any debt or equity financing), minus (ii) the amount of Thunder Bridge’s unpaid expenses and obligations, plus (iii) the cash and cash equivalents of Hawk Parent as of immediately prior to the effective time of the Business Combination (excluding restricted cash), minus (iv) the amount of unpaid transaction expenses of Hawk Parent as of the closing of the Business Combination, minus (v) the amount of the indebtedness and other debt-like items of Hawk Parent and its subsidiaries as of the closing of the Business Combination, minus (vi) the amount of 65 change of control and similar payments payable to employees of Hawk Parent in connection with the Business Combination, minus (vii) an amount of cash reserves equal to $ 10,000,000 , minus (viii) a cash escrow of $ 150,000 , minus (ix) an amount equal to $ 2,000,000 to be held by a representative of the selling Hawk Parent members, minus (x) the cash payment required in connection with the Warrant Amendment, minus (xi) an amount required to be deposited on the balance sheet of Hawk Parent in connection with the Business Combination. Pursuant to a Tax Receivable Agreement (“Tax Receivable Agreement” or “TRA”) between the Company and the selling Hawk Parent members, the Company will pay to exchanging holders of Post-Merger Repay Units 100 % of the tax savings that the Company realizes as a result of increases in tax basis in the Company’s assets as a result of the exchange of the Post-Merger Repay Units for shares of Class A common stock pursuant to the Exchange Agreement between the Company and the Class A unit holders of Hawk Parent Holdings LLC, excluding the Company, dated as of July 11, 2019, and certain other tax attributes of Repay and tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. Hawk Parent constitutes a business, with inputs, processes, and outputs. Accordingly, the Business Combination constitutes the acquisition of a business for purposes of ASC 805 and, due to the changes in control from the Business Combination, is accounted for using the acquisition method. Under the acquisition method, the acquisition date fair value of the gross consideration paid by Thunder Bridge to close the Business Combination was allocated to the assets acquired and the liabilities assumed based on their estimated fair values. The following summarizes the purchase consideration paid to the selling members of Hawk Parent: Cash Consideration $ 260,811,062 Unit Consideration (1) 220,452,964 Contingent consideration (2) 12,300,000 Tax receivable agreement liability (3) 65,537,761 Net working capital adjustment ( 396,737 ) Total purchase price $ 558,705,050 (1) The Company issued 22,045,297 shares of Post-Merger Repay Units valued at $ 10.00 per share as of July 11, 2019. (2) Reflects the fair value of Earnout Units, the contingent consideration paid to the selling members of Hawk Parent, pursuant to the Merger Agreement. The Company reflected this as noncontrolling interests on its balance sheet. The Repay Unitholders received 7,500,000 Earnout Units based on the stock price of the Company. (3) Represents liability with an estimated fair value of $ 65.5 million as a result of the TRA. If all the Post-Merger Repay Units are ultimately exchanged, the liability will significantly increase based on a variety of factors present at the time of exchange including, but not limited to, the market price at the time of the exchange. I f the Company were to elect to terminate the Tax Receivable Agreement early, the Company would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. The Company recorded an allocation of the purchase price to Hawk Parent’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the July 11, 2019 closing date. The final purchase price allocation is as follows: 66 Cash and cash equivalents $ 11,281,078 Accounts receivable 10,593,867 Prepaid expenses and other current assets 890,745 Total current assets 22,765,690 Property, plant and equipment, net 1,167,872 Restricted cash 6,930,434 Identifiable intangible assets 301,000,000 Total identifiable assets acquired 331,863,996 Accounts payable ( 4,206,413 ) Accrued expenses ( 8,831,363 ) Accrued employee payments ( 6,501,123 ) Other liabilities ( 16,864 ) Repay debt assumed ( 93,514,583 ) Net identifiable assets acquired 218,793,650 Goodwill 339,911,400 Total purchase price $ 558,705,050 The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-compete agreements $ 3.0 2 Trade names 20.0 Indefinite Developed technology 65.0 3 Merchant relationships 210.0 10 Channel relationships 3.0 10 $ 301.0 Goodwill, $ 339.9 million, represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Hawk Parent. TriSource Solutions, LLC On August 13, 2019, the Company acquired all of the ownership interests of TriSource. Under the terms of the securities purchase agreement, between Repay Holdings, LLC and the direct and indirect owners of TriSource, as of August 13, 2019, the aggregate consideration paid at closing by Repay was approximately $ 60.2 million in cash. In addition to the closing consideration, the TriSource purchase agreement contains a performance based earnout based on future results of the acquired business, which could result in an additional payment to the former owners of TriSource of up to $ 5.0 million. The TriSource acquisition was financed with a combination of cash on hand and committed borrowing capacity under the Company’s existing credit facility. The TriSource purchase agreement contains customary representations, warranties and covenants by the Company and the former owners of TriSource, as well as a customary post-closing adjustment provision relating to working capital and similar items. The following summarizes the purchase consideration paid to the selling members of TriSource: Cash Consideration $ 60,235,090 Contingent consideration (1) 2,250,000 Total purchase price $ 62,485,090 (1) 67 Reflects the fair value of TriSource earnout payment , the contingent consideration to be paid to the selling members of TriSource, pursuant to the TriSource p urchase a greement. The selling members of TriSource had the contingent earnout right to receive a payment of up to $ 5.0 million dependent upon the Gross Profit, as defined in the TriSource p urchase a greement, for the period commencing on July 1, 2019 and ending on June 30, 2020. The Company recorded an allocation of the purchase price to TriSource’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the August 13, 2019 closing date. The final purchase price allocation is as follows: Cash and cash equivalents $ 383,236 Accounts receivable 2,290,441 Prepaid expenses and other current assets 95,763 Total current assets 2,769,440 Property, plant and equipment, net 215,739 Restricted cash 509,019 Identifiable intangible assets 30,500,000 Total identifiable assets acquired 33,994,198 Accounts payable ( 1,621,252 ) Accrued expenses ( 756,117 ) Net identifiable assets acquired 31,616,829 Goodwill 30,868,261 Total purchase price $ 62,485,090 The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-compete agreements $ 0.4 5 Trade names 0.7 Indefinite Developed technology 3.9 3 Merchant relationships 25.5 10 $ 30.5 Goodwill, $ 30.9 million, represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of TriSource. From August 14, 2019 to December 31, 2019, TriSource contributed $ 9.2 million to revenue and $ 1.1 million in net income to the Company’s consolidated statement of operations. APS Payments On October 14, 2019, the Company acquired substantially all of the assets of APS for $ 30 .0 million in cash. In addition to the $ 30 .0 million cash consideration, the APS selling equity holders may be entitled to a total of $ 30.0 million in three separate cash earnout payments, dependent on the achievement of certain growth targets. The following summarizes the purchase consideration paid to the selling members of APS: Cash consideration $ 30,465,454 Contingent consideration (1) 18,580,549 Total purchase price $ 49,046,003 (1) 68 Reflects the fair value of APS earnout p ayment, the contingent consideration to be paid to the selling members of APS, pursuant to the APS p urchase a greement. On April 6, 2020, the Company paid the first APS e arnout payment of $ 14.3 million. As of December 31, 2020, the remaining APS e arnout was adjusted to $ 0 , net of the first payment, which resulted in a $ 4.3 million adjustment included in the change in fair value of contingent consideration in the consolidated statement s of operations for the year ended December 31, 2020. The Company recorded an allocation of the purchase price to APS’ tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the October 11, 2019 closing date. The final purchase price allocation is as follows: Cash and cash equivalents $ — Accounts receivable 1,963,177 Prepaid expenses and other current assets 67,158 Total current assets 2,030,335 Property, plant and equipment, net 159,553 Restricted cash 549,978 Identifiable intangible assets 21,500,000 Total identifiable assets acquired 24,239,866 Accounts payable ( 1,101,706 ) Accrued expenses ( 19,018 ) Net identifiable assets acquired 23,119,142 Goodwill 25,926,861 Total purchase price $ 49,046,003 The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-compete agreements $ 0.5 5 Trade names 0.5 Indefinite Merchant relationships 20.5 9 21.5 Goodwill, $ 25.9 million, represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired. 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. From October 15, 2019 to December 31, 2019, APS Payments contributed $ 3.2 million to revenue and $ 0.8 million in net income to the Company’s consolidated statements of operations. Ventanex On February 10, 2020, the Company acquired all of the ownership interests of CDT Technologies, LTD d/b/a Ventanex (“Ventanex”). Under the terms of the securities purchase agreement between Repay Holdings, LLC and the direct and indirect owners of CDT Technologies, LTD. (“Ventanex Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $ 36 .0 million in cash. In addition to the closing consideration, the Ventanex Purchase Agreement contains a performance-based earnout (the “Ventanex Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of Ventanex of up to $ 14.0 million. The Ventanex acquisition was financed with a combination of cash on hand and committed borrowing capacity under the Company’s existing credit facility. The Ventanex Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of Ventanex, as well as a customary post-closing adjustment provision relating to working capital and similar items. The following summarizes the purchase consideration paid to the selling members of Ventanex: Cash consideration $ 35,939,129 Contingent consideration (1) 4,800,000 Total purchase price $ 40,739,129 (1) 69 Reflects the fair value of the Ventanex Earnout Payment, the contingent consideration to be paid to the selling members of Ventanex, pursuant to the Ventanex Purchase Agreement as of February 10, 2020. The selling partners of Ventanex will have the contingent earnout right to receive a payment of up to $ 14.0 million dependent upon the Gross Profit, as defined in the Ventanex Purchase Agreement, for the years ended December 31, 2020 and 2021. As of December 31, 2020, the remaining Ventanex Earnout was $ 4.8 million . The Company recorded an allocation of the purchase price to Ventanex’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the February 10, 2020 closing date. The purchase price allocation is as follows: Cash and cash equivalents $ 50,663 Accounts receivable 1,376,539 Prepaid expenses and other current assets 180,514 Total current assets 1,607,716 Property, plant and equipment, net 137,833 Restricted cash 428,313 Identifiable intangible assets 26,890,000 Total identifiable assets acquired 29,063,862 Accounts payable ( 152,035 ) Accrued expenses ( 373,159 ) Net identifiable assets acquired 28,538,668 Goodwill 12,200,461 Total purchase price $ 40,739,129 The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-compete agreements $ 0.1 5 Trade names 0.4 Indefinite Developed technology 4.1 3 Merchant relationships 22.3 10 $ 26.9 Goodwill of $ 12.2 million, represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired. 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. From February 11, 2020 to December 31, 2020, Ventanex contributed $ 11.1 million to revenue and $ 1.3 million in net income to the Company’s consolidated statement of operations. cPayPlus On July 23, 2020, the Company acquired all of the ownership interests of cPayPlus. Under the terms of the securities purchase agreement between Repay Holdings, LLC and the direct and indirect owners of cPayPlus (“cPayPlus Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $ 8.0 million in cash. In addition to the closing consideration, the cPayPlus Purchase Agreement contains a performance-based earnout (the “cPayPlus Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of cPayPlus of up to $ 8.0 million. The cPayPlus acquisition was financed with cash on hand. The cPayPlus Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of cPayPlus, as well as a customary post-closing adjustment provision relating to working capital and similar items. The following summarizes the preliminary 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 70 (1) Reflects the fair value of the cPayPlus Earnout Payment, the contingent consideration to be paid to the selling members of cPayPlus, pursuant to the cPayPlus Purchase Agreement as of July 23, 2020. The selling partners of cPayPlus will have the contingent earnout right to receive a payment of up to $ 8.0 million dependent upon the Gross Profit, as defined in the cPayPlus Purchase Agreement, in the third quarter of 2021. The Company recorded a preliminary allocation of the purchase price to cPayPlus’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the July 23, 2020 closing date. The preliminary purchase price allocation is as follows: Cash and cash equivalents $ 262,331 Accounts receivable 164,789 Prepaid expenses and other current assets 37,660 Total current assets 464,780 Property, plant and equipment, net 20,976 Identifiable intangible assets 7,720,000 Total identifiable assets acquired 8,205,756 Accounts payable ( 99,046 ) Accrued expenses ( 363,393 ) Net identifiable assets acquired 7,743,317 Goodwill 6,713,646 Total purchase price $ 14,456,963 The 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 0.1 Indefinite Developed technology 6.7 3 Merchant relationships 0.8 10 $ 7.7 Goodwill of $ 6.7 million, represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of cPayPlus. From July 24, 2020 to December 31, 2020, cPayPlus contributed $ 1.0 million to revenue and ($ 1.1 ) million in net income to the Company’s consolidated statements of operations. CPS On November 2, 2020, the Company acquired all of the ownership interests of CPS. Under the terms of the securities purchase agreement between Repay Holdings, LLC and the direct and indirect owners of CPS. (“CPS Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $ 78.0 million in cash. In addition to the closing consideration, the CPS Purchase Agreement contains a performance-based earnout (the “CPS Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of CPS of up to $ 15.0 million in two separate earnouts. The CPS acquisition was financed with cash on hand. The CPS Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of CPS, as well as a customary post-closing adjustment provision relating to working capital and similar items. The following summarizes the 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 71 (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. The Company recorded a preliminary allocation of the purchase price to CPS’ and MPI’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the November 2, 2020 closing date. The 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 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 Goodwill of $ 43.3 million, represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of CPS. From November 3, 2020 to December 31, 2020, CPS has contributed $ 2.3 million to revenue and $ 0.0 million in net income to the Company’s consolidated statements of operations. The Company incurred transaction expenses of $ 4.2 million for the year ended December 31, 2020, related to the APS, Ventanex, cPayPlus, and CPS acquisitions. The Company incurred transaction expenses of $ 3.9 million from July 11, 2019 to December 31, 2019, related to the Business Combination, TriSource, and APS acquisitions. The Predecessor incurred $ 34.7 million of transaction expenses from January 1 to July 10, 2019. Thunder Bridge incurred $ 16.2 million of transaction expenses, not reported in the Predecessor consolidated statements of operations, directly related to the Business Combination for the period from January 1, 2019 to July 10, 2019. Pro Forma Financial Information (Unaudited) The supplemental condensed consolidated results of the Company on an unaudited pro forma basis give effect to the Business Combination as well as the TriSource, APS, Ventanex, cPayPlus, and CPS acquisitions as if the transactions had occurred on January 1, 2018. The unaudited pro forma information reflects adjustments for the issuance of the Company’s common stock, debt incurred in connection with the transactions, the impact of the fair value of intangible assets acquired 72 and related amortization and other adjustments the Company believes are reasonable for the pro forma presentation. In addition, the pro forma earnings exclude acquisition-related costs . Pro Forma Year Ended December 31, 2020 Pro Forma Year Ended December 31, 2019 Revenue $ 170,722,730 $ 150,678,474 Net loss ( 115,494,972 ) ( 60,051,287 ) Net loss attributable to non-controlling interests ( 11,220,007 ) ( 19,690,407 ) Net loss attributable to the Company ( 104,274,965 ) ( 40,360,880 ) Loss per Class A share - basic and diluted $( 2.00 ) $( 1.11 ) 6. Fair Value of Assets and Liabilities (As Restated) 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 9 and Note 10 for additional information on these assets and liabilities. December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 91,129,888 $ — $ — $ 91,129,888 Restricted cash 15,374,846 — — 15,374,846 Total assets $ 106,504,734 $ — $ — $ 106,504,734 Liabilities: Contingent consideration $ — $ — $ 15,800,000 $ 15,800,000 Borrowings — 256,713,396 — 256,713,396 Tax receivable agreement — — 229,228,105 229,228,105 Interest rate swap — 9,312,332 — 9,312,332 Total liabilities $ — $ 266,025,728 $ 245,028,105 $ 511,053,833 December 31, 2019 (As Restated) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 24,617,996 $ — $ — $ 24,617,996 Restricted cash 13,283,121 — — 13,283,121 Interest rate swap — 555,449 — 555,449 Total assets $ 37,901,117 $ 555,449 $ — $ 38,456,566 Liabilities: Contingent consideration $ — $ — $ 14,250,000 $ 14,250,000 Borrowings — 213,908,388 — 213,908,388 Warrant liabilities 28,895,919 11,920,000 — 40,815,919 Tax receivable agreement — — 67,176,226 67,176,226 Total liabilities $ 28,895,919 $ 225,828,388 $ 81,426,226 $ 336,150,533 Cash and cash equivalents Cash and cash equivalents are classified within Level 1 of the fair value hierarchy, 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. The contingent consideration is recorded at fair value based on estimates of discounted future cash flows associated with the acquired businesses. To the extent that the valuation of these liabilities is based on inputs that are less observable or not observable in the market, the determination of fair value requires more judgment. Accordingly, the fair 73 value of contingent consideration 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, Business Combinations (“ASC 805”). The Company used a discount rate to determine the present value, based on a risk-free rate adjusted for a credit spread, of the contingent consideration in the simulation approach. A range of 6.6 % to 7.0 % and weighted average of 6.8 % was applied to the simulated contingent consideration payments, in order to determine the fair value. A significant increase or decrease in the discount rate could have resulted in a lower or higher balance, respectively, as of the measurement date. The following table provides a rollforward of the contingent consideration related to previous business acquisitions. Refer to Note 5 for more details. Year Ended December 31, 2020 From July 11, 2019 to December 31, 2019 From January 1, 2019 to July 10, 2019 (Successor) (Predecessor) Balance at beginning of period $ 14,250,000 $ — $ 1,816,988 Measurement period adjustment 6,580,549 — — Purchases 15,800,000 14,250,000 — Payments ( 18,320,549 ) — ( 1,816,988 ) Accretion expense — — — Valuation adjustment ( 2,510,000 ) — — Balance at end of period $ 15,800,000 $ 14,250,000 $ — 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. Warrant liabilities Public warrants are classified as level 1 financial instruments, as their value is derived using quoted market prices as of the measurement date. Private Placement Warrants are classified as level 2, which are valued using a Black-Sholes-Merton pricing model at of the measurement date. Tax Receivable Agreement Upon the completion of the Business Combination, the Company entered into the TRA with holders of Post-Merger Repay Units. As a result of the TRA, the Company established a liability in its 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 Company used a discount rate, also referred to as the early termination rate, to determine the present value, based on a risk-free rate plus a spread, pursuant to the TRA. A rate of 1.34 % was applied to the forecasted TRA payments as of December 31, 2020, in order to determine the fair value. A significant increase or decrease in the discount rate could have resulted in a lower or higher balance, respectively, as of the measurement date. The TRA balance increased as a result of exchanges of Post-Merger Repay Units for Class A common stock pursuant to the Exchange Agreement. In addition, the TRA balance increased $ 12.4 million through accretion expense and a valuation adjustment, related to a decrease in the discount rate, which was 3.00 %, as of December 31, 2019. The following table provides a rollforward of the TRA related to the Business Combination and subsequent acquisition of Post-Merger Repay Units held by Corsair, pursuant to the Unit Purchase Agreements. See Note 15 for further discussion on the TRA. 74 Year Ended December 31, 2020 From July 11, 2019 to December 31, 2019 From January 1, 2019 to July 10, 2019 (Successor) (Predecessor) Balance at beginning of period $ 67,176,226 $ — $ — Purchases 149,612,393 67,176,226 — Payments — — — Accretion expense 2,955,148 — — Valuation adjustment 9,484,338 — — Balance at end of period $ 229,228,105 $ 67,176,226 $ — 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, then a revised notional amount of $ 65.0 million beginning on September 30, 2020. These interest rate swap agreements are to hedge changes in its cash flows attributable to interest rate risk on a combined $ 205.0 million of Company’s 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 life of the agreement without an exchange of the underlying notional amount and was designated for accounting purposes as a cash flow hedge. The interest rate swap is carried at fair value on a recurring basis in the Consolidated Balance Sheets and is 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. 7. Property and equipment Property and equipment consisted of the following: December 31, December 31, 2020 2019 Furniture, fixtures, and office equipment $ 1,112,702 $ 944,105 Computers 1,733,672 859,426 Leasehold improvements 340,333 223,145 Total 3,186,707 2,026,676 Less: Accumulated depreciation and amortization 1,558,268 416,024 $ 1,628,439 $ 1,610,652 Depreciation expense for property and equipment was $ 1.2 million and $ 0.4 million for the year ended December 31, 2020 and the period from July 11, 2019 to December 31, 2019, respectively. Depreciation expense was $ 0.2 million and $ 0.4 million for the Predecessor period from January 1, 2019 to July 10, 2019 and the year ended December 31, 2018, respectively. 8. Intangible assets The Company holds definite and indefinite-lived intangible assets. As of December 31, 2020, the indefinite-lived intangible assets consist of trade names of $ 22.2 million, and this balance consists of six trade names, arising from the acquisitions of Hawk Parent, TriSource, APS, Ventanex, cPayPlus, and CPS in the Successor period from July 11, 2019 to December 31, 2020. As of December 31, 2019, the indefinite-lived intangible assets consist of trade names, of $ 21.2 million. This balance consists of three trade names, arising from the acquisitions of Hawk Parent, TriSource and APS Payments in the Successor period from July 11, 2019 to December 31, 2019. 75 Definite-lived intangible assets consisted of the following: Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (Years) Customer relationships $ 308,450,000 $ 39,920,578 $ 268,529,422 8.64 Channel relationships 12,550,000 191,936 12,358,064 9.65 Software costs 104,715,101 40,280,116 64,434,985 1.85 Non-compete agreements 4,270,000 2,595,333 1,674,667 1.52 Balance as of December 31, 2020 $ 429,985,101 $ 82,987,963 $ 346,997,138 6.94 Customer relationships $ 256,000,000 $ 11,393,825 $ 244,606,175 9.48 Channel relationships 3,000,000 141,935 2,858,065 10 Software costs 72,290,752 11,080,696 61,210,056 3 Non-compete agreements 3,900,000 733,495 3,166,505 2 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 $ 59.7 million and $ 23.3 million for the year ended December 31, 2020 and the period from July 11, 2019 to December 31, 2019, respectively. Amortization expense for intangible assets was $ 5.9 million and $ 10.0 million for the Predecessor period from January 1, 2019 to July 10, 2019 and the year ended December 31, 2018, respectively. The estimated amortization expense for the next five years and thereafter in the aggregate is as follows: Year Ending December 31, Estimated Future Amortization Expense 2021 $ 62,330,179 2022 55,242,518 2023 48,946,121 2024 30,146,318 2025 29,954,856 2026 32,242,778 Thereafter 88,134,367 76 9. Goodwill The following table presents changes to goodwill for the years ended December 31, 2020 and 2019: Total Balance at December 31, 2018 (Predecessor) $ 119,529,202 Acquisitions — Dispositions — Impairment Loss — Balance at July 10, 2019 (Predecessor) $ 119,529,202 Balance at July 11, 2019 (Successor) $ 339,911,400 Acquisitions 49,749,119 Dispositions — Impairment Loss — Balance at December 31, 2019 (Successor) $ 389,660,519 Acquisitions 62,263,733 Dispositions — Impairment Loss — Measurement period adjustment 7,046,003 Balance at December 31, 2020 $ 458,970,255 10. Borrowings Predecessor Credit Agreement The Predecessor entered into a Revolving Credit and Term Loan Agreement (the “Predecessor Credit Agreement”), with SunTrust Bank and the other lenders party thereto on September 28, 2017, and amended December 15, 2017, which included a revolving loan component, the term loan and a delayed draw term loan. The Predecessor Credit Agreement was collateralized by substantially all assets of the Predecessor, based on the Predecessor Credit Agreement’s collateral documents, and it included restrictive qualitative and quantitative covenants, as defined in the Predecessor Credit Agreement. The Predecessor was in compliance with its restrictive covenants under the Predecessor Credit Agreement as of December 31, 2018. The Predecessor 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 Successor Credit Agreement (defined below). At the closing of the Business Combination and December 31, 2018, the outstanding balance on the revolving loan was $ 3.5 million. This balance was settled upon the closing of the Business Combination. Interest expense on the line of credit totaled $ 0.1 million for the period from January 1, 2019 to July 10, 2019. Interest expense on the line of credit totaled $ 0.2 million for the year ended December 31, 2018. Successor Credit Agreement The Company entered into a Revolving Credit and Term Loan Agreement (the “Successor 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 ( 3.65 % as of December 31, 2020) (the “Delayed Draw Term Loan”). The Successor Credit Agreement provided for an aggregate revolving commitment of $ 20.0 million at a variable interest rate. On February 10, 2020, 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 $ 346.0 million. The Successor 77 Credit Agreement was collateralized by substantially all of the Company’s assets, and include d restrictive qualitative and quantitative covenants, as defined in the Successor Credit Agreement. The Company was in compliance with its restrictive covenants under the Successor Credit Agreement a s of December 31, 20 20 . The Successor Credit Agreement provided for a Term Loan of $ 256.0 million, a Delayed Draw Term Loan of $ 60.0 million, and a Revolving Credit Facility of $ 30.0 million. As of December 31, 2020, the Company had $ 14.4 million drawn against the Delayed Draw Term Loan and had $ 0.0 million drawn against the Revolving Credit Facility. The Company paid $ 231,168 in fees related to unused commitments for the year ended December 31, 2020. The Company’s interest expense on the line of credit totaled $ 62,008 and $ 0.1 million for the year ended December 31, 2020 and the period from July 11, 2019 to December 31, 2019, respectively. As of December 31, 2020 and December 31, 2019, total borrowings under the Successor Credit Agreement consisted of the following, respectively: December 31, 2020 December 31, 2019 Non-current indebtedness: Term Loan $ 262,653,996 $ 208,937,500 Revolving Credit Facility — 10,000,000 Total borrowings under credit facility (1) 262,653,996 218,937,500 Less: Current maturities of long-term debt (2) 6,760,650 5,500,000 Less: Long-term loan debt issuance cost (3) 5,940,600 5,494,795 Total non-current borrowings $ 249,952,746 $ 207,942,705 (1) The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were 3.65 % and 5.26 % as of December 31, 2020 and December 31, 2019, respectively (2) Pursuant to the terms of the Successor Credit Agreement, the Successor was 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 Company incurred $ 1.4 million and $ 0.6 million of interest expense for the amortization of deferred debt issuance costs for the year ended December 31, 2020, and the period from July 11, 2020 to December 31, 2019, respectively. The Predecessor incurred $ 0.2 million for the period from January 1, 2019 to July 10, 2019. Following is a summary of principal maturities of the Term Loans outstanding as of December 31, 2020 for each of the next five years ending December 31 and in the aggregate: 2021 6,760,650 2022 13,521,299 2023 19,831,949 2024 20,056,949 2025 202,483,149 2026 — $ 262,653,996 The Company incurred interest expense on the Term Loans of $ 11.5 million and $ 5.3 million for the year ended December 31, 2020 and the period from July 11, 2019 to December 31, 2019, respectively. The Predecessor incurred interest expense of $ 2.8 million and $ 5.5 million and $ 4.4 million for the period from January 1, 2019 to July 10, 2019 and the year ended December 31, 2018, respectively. 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 to hedge changes in cash flows attributable to interest rate risk on $ 140.0 million of its variable-rate term loan. This agreement 78 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. Pre-tax gain (loss) reclassified from accumulated other comprehensive income (loss) into interest expense was $ 1.4 million and ( $ 0.1 ) million for the year ended December 31, 2020 and 2019, respectively. 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, then a revised notional amount of $ 65.0 million beginning on September 30, 2020. 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, then a revised notional amount of $ 65.0 million beginning on September 30, 2020. All interest rate swaps are considered an effective hedge, as of December 31, 2020. Changes in fair value are included in other comprehensive income (loss). As of December 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 $ 65,000,000 1.331 % February 10, 2025 12. Commitments and contingencies The Company has commitments under operating leases for real estate leased from third parties under non-cancelable operating leases. A ROU asset and lease liability is recorded on the consolidated balance sheet for all leases except those with an original lease term of twelve months or less. The Company’s leases typically have lease terms between three years and ten years , with the longest lease term having an expiration date in 2029 . Most of these leases include one or more renewal options for six years or less , and certain leases also include lessee termination options . At lease commencement, the Company assesses whether it is reasonably certain to exercise a renewal option, or reasonably certain not to exercise a termination option, by considering various economic factors. Options that are reasonably certain of being exercised are factored into the determination of the lease term, and related payments are included in the calculation of the right-of-use asset and lease liability. The components of lease cost are presented in the following table: Year Ended December 31, 2020 Components of total lease costs: Operating lease cost $ 1,745,575 Short-term lease cost — Variable lease cost 48,150 Total lease cost $ 1,793,725 As of December 31, 2020, amounts reported in the Consolidated Balance Sheets were as follows: Operating Leases: Right-of-use assets $ 10,074,506 Lease liability, current 1,527,224 Lease liability, long-term 8,836,655 Total lease liabilities $ 10,363,879 Weighted-average remaining lease term (in years) 6.2 Weighted-average discount rate (annual) 4.6 % 79 Other information related to leases are as follows: Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,504,352 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 11,430,120 The following table presents a maturity analysis of the Company’s operating leases liabilities as of December 31, 2020: 2021 $ 1,970,061 2022 1,903,329 2023 1,948,666 2024 1,847,041 2025 1,531,435 Thereafter 2,793,934 Total undiscounted lease payments 11,994,466 Less: Imputed interest 1,630,587 Total lease liabilities $ 10,363,879 13. Related party transactions Related party payables consisted of the following: December 31, December 31, 2020 2019 TriSource accrued earnout liability $ — $ 2,250,000 APS Payments accrued earnout liability — 12,000,000 Ventanex accrued earnout liability 4,800,000 — cPayPlus accrued earnout liability 6,500,000 — CPS accrued earnout liability 4,500,000 Other payables to related parties 11,597 321,266 $ 15,811,597 $ 14,571,266 The Predecessor paid management fees to Corsair, a related party having common ownership in the amount of $ 210,753 from January 1, 2019 to July 10, 2019. The Predecessor paid management fees of $ 0.4 million for the year ended December 31, 2018, which are included in selling, general, and administrative expenses in the consolidated statements of operations. The Company incurred transaction costs on behalf of related parties of $ 3.1 million and $ 1.3 million for the year ended December 31, 2020 and the period from July 11, 2019 to December 31, 2019, respectively. These costs consist of retention bonuses and other compensation to employees, associated with the costs resulting from the integration of new businesses. The Predecessor incurred transaction costs on behalf of related parties of $ 6.8 million and $ 1.6 million for the period from January 1, 2019 to July 10, 2019 and the year ended December 31, 2018, respectively. The Company held receivables from related parties of $ 0.1 million and $ 0.6 million as of December 31, 2020 and 2019 respectively. These amounts were due from employees, related to tax withholding on vesting of equity compensation. See Note 14. Share based compensation for more detail on these restricted share awards. 80 The Company owed $ 15.8 million and $ 14.3 million to related parties, in the form of contingent consideration payable to the sellers of TriSource , APS , V e nt a nex, cPayPlus, and CPS who were employees of REPAY, a s of December 31, 2020 and 2019 , respectively . Further, the Company owed employees $ 0.0 million and $ 0.3 million for amounts paid on behalf of the Company a s of December 31, 2020 and 2019, respectively . 14. Share based compensation Omnibus Incentive Plan At the Shareholders Meeting, Thunder Bridge shareholders considered and approved the Incentive Plan which resulted in the reservation of 7,326,728 shares of common stock for issuance thereunder. The Incentive Plan became effective immediately upon the closing of the Business Combination. Under this plan, the Company currently has three types of share-based compensation awards outstanding: restricted stock awards (RSAs), restricted stock units (RSUs) and performance stock units (PSUs). Activities for the year ended December 31, 2020 and the period from July 11, 2019 through December 31, 2019 were as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at July 11, 2019 — $ — Granted 3,275,229 12.07 Forfeited (1) 321,263 11.81 Vested 1,135,291 11.68 Unvested at December 31, 2019 1,818,675 12.39 Granted 1,389,063 18.40 Forfeited (1)(2) 80,794 13.40 Vested 603,513 12.10 Unvested at December 31, 2020 2,523,431 $ 15.71 (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 Incentive Plan. (2) The forfeited shares include employee terminations for the year ended December 31, 2020; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. Unrecognized compensation expense related to unvested RSAs and RSUs was $ 23.7 million as of December 31, 2020, which is expected to be recognized as expense over the weighted-average period of 2.61 years. Unrecognized compensation expense related to unvested RSAs, RSUs and PSUs was $ 17.5 million as of December 31, 2019, which is expected to be recognized as expense over the weighted-average period of 2.26 years. The Company incurred $ 19.4 million and $ 22.0 million of share-based compensation expense for the year ended December 31, 2020 and the period from July 11, 2019 to December 31, 2019, respectively. Original Equity Incentives As a result of the change in ownership of Hawk Parent, 9,171 previously unvested profit interest units of the Predecessor with a weighted average grant date fair value of $ 180.87 were automatically vested, upon the closing of the Business Combination. A summary of the changes in non-vested units outstanding for the period from January 1, 2019 to July 10, 2019 is presented below: Units Weighted average fair value per unit Non-vested units at January 1, 2019 9,460 $ 182.83 Activity during the period: Granted — — Vested ( 9,460 ) ( 182.83 ) Non-vested units at July 10, 2019 — $ — 81 During the period from January 1, 2019 to July 10, 2019 and the year ended December 31, 2018, the Predecessor incurred $ 0.9 million and $ 0.8 million of share-based compensation expense, respectively, included in selling, general and administrative costs in the consolidated statements of operations. 15. Taxation (As Restated) 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 components of income before income taxes are as follows: Year ended December 31, 2020 (As Restated) July 11, 2019 to December 31, 2019 (As Restated) January 1, 2019 to July 10, 2019 Year ended December 31, 2018 (Successor) (Predecessor) Domestic $( 129,267,523 ) $( 51,540,441 ) $( 23,668,078 ) $ 10,537,443 Foreign ( 456,747 ) ( 269,721 ) ( 74,452 ) — Income (loss) before income tax expense $( 129,724,270 ) $( 51,810,162 ) $( 23,742,530 ) $ 10,537,443 The Company recorded a provision for income tax as follows: Year ended December 31, 2020 July 11, 2019 to December 31, 2019 January 1, 2019 to July 10, 2019 Year ended December 31, 2018 (Successor) (Predecessor) Current expense Federal $ — $ — $ — $ — State — — — — Foreign — — — — Total current expense (benefit) $ — $ — $ — $ — Deferred expense Federal $( 10,523,778 ) $( 4,343,013 ) $ — $ — State ( 1,708,969 ) ( 575,152 ) — — Foreign ( 125,278 ) ( 72,824 ) — — Total deferred benefit ( 12,358,025 ) ( 4,990,989 ) — — Income tax benefit $( 12,358,025 ) $( 4,990,989 ) $ — $ — A reconciliation of the United States statutory income tax rate to the Company’s effective income tax rate is as follows for the years indicated: 82 Year ended December 31, 2020 (As Restated) July 11, 2019 to December 31, 2019 (As Restated) January 1, 2019 to July 10, 2019 Year ended December 31, 2018 (Successor) (Predecessor) Federal income tax expense 21.0 % 21.0 % 0.0 % 0.0 % State taxes, net of federal benefit 1.3 % 1.1 % 0.0 % 0.0 % Income attributable to noncontrolling interest ( 1.8 %) ( 6.1 %) 0.0 % 0.0 % Excess tax benefit related to share-based compensation 0.4 % 0.4 % 0.0 % 0.0 % Change in fair value of warrant liabilities ( 11.5 %) ( 6.2 %) 0.0 % 0.0 % Other 0.1 % ( 0.6 %) 0.0 % 0.0 % Total deferred benefit 9.5 % 9.6 % 0.0 % 0.0 % The Company’s effective tax rate was 9.5 % and 9.6 % for the year ended December 31, 2020 and the period from July 11, 2019 to December 31, 2019, respectively. The comparison of the Company’s effective tax rate to the U.S. statutory tax rate of 24 % was primarily influenced by the fact that the Company is not liable for the income taxes on the portion of Hawk Parent’s earnings that are attributable to noncontrolling interests. The results for the Predecessor do not reflect income tax expense because, prior to the closing of the Business Combination, the consolidated Hawk Parent was treated as a partnership for U.S. federal and most applicable state and local income tax purposes and was not subject to corporate tax. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Details of the Company's deferred tax assets and liabilities are as follows: December 31, 2020 December 31, 2019 Deferred tax assets Tax Credits $ 522,081 $ 52,314 Section 163(j) Limitation Carryover 250,095 719,773 Acquisition Costs 352,291 378,386 Federal Net Operating Losses 8,834,924 3,682,201 State Net Operating Losses 1,264,059 526,606 Foreign Net Operating Losses 202,517 74,444 Other Assets 2,997,426 10,320 Partnership basis tax differences 154,253,345 — Total deferred tax asset 168,676,738 5,444,044 Valuation allowance ( 33,339,509 ) ( 5,799,118 ) Total deferred tax asset, net of valuation allowance 135,337,229 ( 355,074 ) Deferred tax liabilities Partnership basis tax differences — ( 413,261 ) Total deferred tax liabilities — ( 413,261 ) Net deferred tax liabilities $ 135,337,229 $( 768,335 ) As a result of the Follow-on Offerings, Warrant exercises and Post-Merger Repay Unit exchanges during the year ended December 31, 2020, the Company recognized an additional deferred tax asset (“DTA”) and offsetting deferred tax liability (“DTL”) in the amount of $ 27.5 million, compared to $ 5.8 million as a result of the Merger during the year ended December 31, 2019, to account for the portion of the Company’s outside basis in the partnership interest that it will not recover through tax deductions, a ceiling rule limitation arising under Internal Revenue Code (the “Code”) sec. 704(c). As the ceiling rule causes taxable income allocations to be in excess of 704(b) book allocations the DTL will unwind, leaving only the DTA, which may only be recovered through the sale of the partnership interest in Hawk Parent. The Company has concluded, based on the weight of all positive and negative evidence, that all of the DTA associated with the ceiling rule limitation is not likely to be realized as of December 31, 2020. As such, a 100 % valuation allowance was recognized. As of December 31, 2020, the Company has a tax effected federal net operating loss carryforward of approximately $ 8.8 million, state net operating loss carryforwards of approximately $ 1.3 million, and a tax effected foreign net operating loss carryforwards of approximately $ 0.2 million, which will be available to offset future income taxes. The federal and 83 foreign net operating loss carryforwards have an indefinite life. The state net operating loss carryforwards will begin to expire between 2031 and 2035 . Based on the weight of all positive and negative evidence, the Company expects that it its more likely than not going to utilize the net operating loss against earnings in future years. On December 27, 2020, Congress passed, and President Trump signed into law, the Consolidated Appropriations Act, 2021 (the “Act”), which includes certain business tax provisions. The Company does not expect the Act to have a material impact on the Company’s effective tax rate or income tax expense for the year ending December 31, 2021. No uncertain tax positions existed as of December 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 TRA 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 December 31, 2020, the Company had a liability of $ 229.2 million related to its projected obligations under the TRA, which is captioned as the tax receivable agreement liability in the Company’s consolidated balance sheet. The increase in the TRA liability for the year ended December 31, 2020, was primarily a result of the Unit Purchase Agreements entered into with CC Payment Holdings, L.L.C., an entity controlled by Corsair, pursuant to which the Company acquired 19,564,816 Post-Merger Repay Units held by Corsair. Additionally, other selling members of Hawk Parent exchanged 1,606,647 Post-Merger Repay Units during the year ended December 31, 2020. This resulted in an increase to the Company’s share of the tax basis in the net assets of Hawk Parent. 16. Segment Reporting The Company conducts its operations through a single operating segment and, therefore, one reportable segment. Operating segments are revenue-generating components of a company for which separate financial information is internally produced for regular use by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess the performance of the business. Our CODM uses a variety of measures to assess the performance of the business; however, detailed profitability information of the nature that could be used to allocate resources and assess the performance of the business are managed and reviewed for the Company as a whole. There are no significant concentrations by state or geographical location, nor are there any significant individual customer concentrations by balance. 84 17. Quarterly Financial Information (Unaudited and As Restated) The following tables set forth certain unaudited quarterly results of operations for the indicated periods: Three months ended December 31, 2020 Three months ended September 30, 2020 Three months ended June 30, 2020 Three months ended March 31, 2020 (in thousands) (Successor as restated) Revenue $ 41,437 $ 37,635 $ 36,501 $ 39,463 (Loss) income from operations ( 8,832 ) ( 13,109 ) ( 6,690 ) ( 3,379 ) Net (loss) income ( 8,923 ) ( 12,061 ) ( 83,200 ) ( 13,183 ) Net (loss) income attributable to the Company ( 9,208 ) ( 6,763 ) ( 79,297 ) ( 10,330 ) Earnings (loss) per Class A share: Basic and diluted $( 0.13 ) $( 0.12 ) $( 1.90 ) $( 0.27 ) Three months ended December 31, 2019 (As Restated) From July 11, 2019 to September 30, 2019 From July 1, 2019 to July 10, 2019 Three months ended June 30, 2019 Three months ended March 31, 2019 (in thousands) (Successor) (Predecessor) Revenue (1) $ 33,633 $ 23,927 $ 2,334 $ 21,686 $ 23,024 Income (loss) from operations ( 13,464 ) ( 14,147 ) ( 32,536 ) 5,626 6,313 Net (loss) income ( 30,939 ) ( 15,880 ) ( 32,763 ) 4,156 4,864 Net (loss) income attributable to the Company ( 23,067 ) ( 8,481 ) ( 32,763 ) 4,156 4,864 Earnings (loss) per Class A share: Basic and diluted (2) $( 0.62 ) $( 0.25 ) Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements In lieu of filing amended quarterly reports on Form 10-Q, the following tables represent the Company’s restated unaudited condensed consolidated financial statements for each of the quarters during the year ended December 31, 2020. See Note 1 for additional information. The following tables represent the reconciliation of the restatement of our unaudited interim condensed consolidated financial statements for the periods indicated. As of March 31, 2020 As of June 30, 2020 As of September 30, 2020 As Reported Adjustments As Restated As Reported Adjustments As Restated As Reported Adjustments As Restated Unaudited Consolidated Balance Sheets Warrant liabilities $ — $ 45,543,718 $ 45,543,718 $ — $ 38,062,930 $ 38,062,930 $ — $ — $ — Total noncurrent liabilities 311,648,710 45,543,718 357,192,428 363,159,756 38,062,930 401,222,686 474,737,189 — 474,737,189 Total liabilities 378,395,096 45,543,718 423,938,814 422,492,654 38,062,930 460,555,584 531,069,878 — 531,069,878 Additional paid-in capital 314,971,234 ( 22,188,932 ) 292,782,302 474,608,423 51,961,378 526,569,801 609,914,694 87,283,905 697,198,599 Accumulated deficit ( 57,310,504 ) ( 23,354,786 ) ( 80,665,290 ) ( 69,938,145 ) ( 90,024,308 ) ( 159,962,453 ) ( 79,441,366 ) ( 87,283,905 ) ( 166,725,271 ) Total stockholders' equity 252,334,809 ( 45,543,718 ) 206,791,091 397,793,240 ( 38,062,930 ) 359,730,310 521,214,889 — 521,214,889 85 For the three months ended March 31, 2020 June 30, 2020 September 30, 2020 As Reported Adjustments As Restated As Reported Adjustments As Restated As Reported Adjustments As Restated Unaudited Consolidated Statements of Operations Change in fair value of warrant liabilities $ — $( 6,898,095 ) $( 6,898,095 ) $ — $( 66,669,522 ) $( 66,669,522 ) $ — $ 2,740,403 $ 2,740,403 Total other (expense) income ( 4,020,700 ) ( 6,898,095 ) ( 10,918,795 ) ( 13,737,414 ) ( 66,669,522 ) ( 80,406,936 ) ( 5,074,496 ) 2,740,403 ( 2,334,093 ) (Loss) income before income tax expense ( 7,400,035 ) ( 6,898,095 ) ( 14,298,130 ) ( 20,427,326 ) ( 66,669,522 ) ( 87,096,848 ) ( 18,183,863 ) 2,740,403 ( 15,443,460 ) Net (loss) income ( 6,284,443 ) ( 6,898,095 ) ( 13,182,538 ) ( 16,530,700 ) ( 66,669,522 ) ( 83,200,222 ) ( 14,801,004 ) 2,740,403 ( 12,060,601 ) Net (loss) income attributable to the Company ( 3,432,044 ) ( 6,898,095 ) ( 10,330,139 ) ( 12,627,641 ) ( 66,669,522 ) ( 79,297,163 ) ( 9,503,222 ) 2,740,403 ( 6,762,819 ) Loss per Class A share: Basic and diluted $( 0.09 ) $( 0.27 ) $( 0.30 ) $( 1.90 ) $( 0.16 ) $( 0.12 ) For the six months ended June 30, 2020 For the nine months ended September 30, 2020 As Reported Adjustments As Restated As Reported Adjustments As Restated Unaudited Consolidated Statements of Operations Change in fair value of warrant liabilities $ — $( 73,567,617 ) $( 73,567,617 ) $ — $( 70,827,214 ) $( 70,827,214 ) Total other (expense) income ( 17,758,114 ) ( 73,567,617 ) ( 91,325,731 ) ( 22,832,610 ) ( 70,827,214 ) ( 93,659,824 ) (Loss) income before income tax expense ( 27,827,361 ) ( 73,567,617 ) ( 101,394,978 ) ( 46,011,224 ) ( 70,827,214 ) ( 116,838,438 ) Net (loss) income ( 22,815,143 ) ( 73,567,617 ) ( 96,382,760 ) ( 37,616,147 ) ( 70,827,214 ) ( 108,443,361 ) Net (loss) income attributable to the Company ( 16,059,685 ) ( 73,567,617 ) ( 89,627,302 ) ( 25,562,906 ) ( 70,827,214 ) ( 96,390,120 ) Loss per Class A share: Basic and diluted $( 0.40 ) $( 2.26 ) $( 0.56 ) $( 2.10 ) For the three months ended March 31, 2020 For the six months ended June 30, 2020 For the nine months ended September 30, 2020 As Reported Adjustments As Restated As Reported Adjustments As Restated As Reported Adjustments As Restated Unaudited Consolidated Statements of Cash Flows Net loss $( 6,284,443 ) $( 6,898,095 ) $( 13,182,538 ) $( 22,815,143 ) $( 73,567,617 ) $( 96,382,760 ) $( 37,616,147 ) $( 70,827,214 ) $( 108,443,361 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities 14,855,588 6,898,095 21,753,683 32,232,902 73,567,617 105,800,519 44,327,175 70,827,214 115,154,389 Net cash provided by operating activities 8,571,145 — 8,571,145 9,417,759 — 9,417,759 6,711,028 — 6,711,028 Net cash used in investing activities ( 38,296,792 ) — ( 38,296,792 ) ( 43,728,473 ) — ( 43,728,473 ) ( 55,175,743 ) — ( 55,175,743 ) Net cash provided by financing activities 36,215,853 — 36,215,853 176,118,827 — 176,118,827 203,242,483 — 203,242,483 86 18. Subsequent events Management has evaluated subsequent events and their potential effects on these consolidated financial statements through the date the consolidated financial statements were available to be issued. On January 19, 2021, the Company completed the previously announced underwritten public offering (the “Equity Offering”) of 6,244,500 shares of its Class A common stock at a public offering price of $ 24.00 per share. 814,500 shares of such Class A common stock were sold in the Equity Offering in connection with the full exercise of the underwriters’ option to purchase additional shares of Class A common stock pursuant to the underwriting agreement. On January 19, 2021, the Company also completed the previously announced offering of $ 440.0 million in aggregate principal amount of 0.00 % Convertible Senior Notes due 2026 (the “2026 Notes”) in a private placement (the “Notes Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. $ 40.0 million in aggregate principal amount of such 2026 Notes were sold in the Notes Offering in connection with the full exercise of the initial purchasers’ option to purchase such additional 2026 Notes pursuant to the purchase agreement. The Notes will mature on February 1, 2026 , unless earlier converted, repurchased or redeemed. On January 20, 2021, the Company used a portion of the proceeds from the Notes Offering to prepay in full the entire amount of the outstanding term loans under the Successor Credit Agreement. The Company also terminated in full all outstanding delayed draw term loan commitments under the Successor Credit Agreement. On February 3, 2021, the Company announced the closing of a new undrawn $ 125 million senior secured revolving credit facility through Truist Bank. The Amended Credit Agreement replaces the Company’s Successor Credit Agreement, which included an undrawn $ 30 million revolving credit facility. 87