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Shift4 Payments(FOUR) - 2024 Q2 - Quarterly Report

Revenue and Income Growth - Gross revenue for Q2 2024 increased to 827.0million,upfrom827.0 million, up from 637.0 million in Q2 2023[13] - Net income for Q2 2024 rose to 54.5million,comparedto54.5 million, compared to 36.8 million in Q2 2023[13] - Comprehensive income for Q2 2024 was 40.5million,upfrom40.5 million, up from 36.7 million in Q2 2023[15] - Income from operations for Q2 2024 increased to 59.2million,upfrom59.2 million, up from 33.9 million in Q2 2023[13] - Net income attributable to Shift4 Payments, Inc. for Q2 2024 was 39.2million,comparedto39.2 million, compared to 25.1 million in Q2 2023[13] - Class A net income per share - basic for Q2 2024 was 0.59,upfrom0.59, up from 0.43 in Q2 2023[13] - Comprehensive income attributable to Shift4 Payments, Inc. for Q2 2024 was 28.6million,comparedto28.6 million, compared to 25.0 million in Q2 2023[15] - Net income for the period ending June 30, 2024, was 54.5million[17]NetincomeforthesixmonthsendedJune30,2024,was54.5 million[17] - Net income for the six months ended June 30, 2024, was 83.0 million, compared to 57.2millioninthesameperiodin2023[21]PaymentsbasedrevenueforQ22024increasedto57.2 million in the same period in 2023[21] - Payments-based revenue for Q2 2024 increased to 755.8 million, up 25.9% from 600.1millioninQ22023[47]TotalrevenueforthesixmonthsendedJune30,2024reached600.1 million in Q2 2023[47] - Total revenue for the six months ended June 30, 2024 reached 1,534.4 million, a 29.6% increase from 1,184.0millioninthesameperiodof2023[47]Grossrevenueincreasedby1,184.0 million in the same period of 2023[47] - Gross revenue increased by 190.0 million, or 30%, compared to the prior year period, driven by growth in payments-based and subscription revenues[100] - Payments-based revenue increased by 155.7million,or26155.7 million, or 26%, primarily due to a 13.3 billion, or 50%, increase in end-to-end payment volume[100] - Subscription and other revenues increased by 34.3million,or9334.3 million, or 93%, driven by higher SaaS revenue from SkyTab solutions and recent acquisitions[100] - Gross revenue increased by 350.4 million, or 30%, to 1,534.4millionforthesixmonthsendedJune30,2024[110]Paymentsbasedrevenuegrewby1,534.4 million for the six months ended June 30, 2024[110] - Payments-based revenue grew by 299.8 million, or 27%, to 1,410.9millionforthesixmonthsendedJune30,2024[110]Endtoendpaymentvolumeincreasedby1,410.9 million for the six months ended June 30, 2024[110] - End-to-end payment volume increased by 24.4 billion, or 50%, to 73,435.9millionforthesixmonthsendedJune30,2024[110][118]Subscriptionandotherrevenuesroseby73,435.9 million for the six months ended June 30, 2024[110][118] - Subscription and other revenues rose by 50.6 million, or 69%, to 123.5millionforthesixmonthsendedJune30,2024[110]Grossrevenuelessnetworkfeesgrewby123.5 million for the six months ended June 30, 2024[110] - Gross revenue less network fees grew by 156.2 million, or 36%, to 584.3millionforthesixmonthsendedJune30,2024[111]AdjustedEBITDAincreasedby584.3 million for the six months ended June 30, 2024[111] - Adjusted EBITDA increased by 84.8 million, or 43%, to 284.1millionforthesixmonthsendedJune30,2024[118]NetincomeattributabletoShift4Payments,Inc.roseby284.1 million for the six months ended June 30, 2024[118] - Net income attributable to Shift4 Payments, Inc. rose by 19.9 million, or 50%, to 59.8millionforthesixmonthsendedJune30,2024[109]Grossrevenuefor2024Q2increasedto59.8 million for the six months ended June 30, 2024[109] - Gross revenue for 2024 Q2 increased to 827.0 million, up 29.8% from 637.0millionin2023Q2[122]Grossprofitfor2024Q2roseto637.0 million in 2023 Q2[122] - Gross profit for 2024 Q2 rose to 218.8 million, a 37.9% increase from 158.7millionin2023Q2[122]AdjustedEBITDAfor2024Q2reached158.7 million in 2023 Q2[122] - Adjusted EBITDA for 2024 Q2 reached 162.4 million, up 47.6% from 110.0millionin2023Q2[123]ExpensesandCostsInterestincomeforQ22024was110.0 million in 2023 Q2[123] Expenses and Costs - Interest income for Q2 2024 was 5.0 million, down from 8.8millioninQ22023[13]DepreciationandamortizationexpenseforQ22024was8.8 million in Q2 2023[13] - Depreciation and amortization expense for Q2 2024 was 46.7 million, up from 35.9millioninQ22023[13]Networkfeesincreasedby35.9 million in Q2 2023[13] - Network fees increased by 97.5 million, or 24%, primarily due to the 26% increase in payments-based revenue[101] - Other costs of sales increased by 27.6million,drivenbyrecentacquisitionsandincrementalresidualcommissions[101]Generalandadministrativeexpensesincreasedby27.6 million, driven by recent acquisitions and incremental residual commissions[101] - General and administrative expenses increased by 28.0 million, primarily due to growth and recent acquisitions[102] - Depreciation and amortization expense increased by 10.8million,drivenbyequipmentunderleaseandamortizationofintangibleassetsfromrecentacquisitions[103][105]Professionalexpensesincreasedby10.8 million, driven by equipment under lease and amortization of intangible assets from recent acquisitions[103][105] - Professional expenses increased by 6.2 million, primarily due to higher acquisition-related costs[104][105] - General and administrative expenses increased by 49.4million,or2949.4 million, or 29%, to 217.2 million for the six months ended June 30, 2024[112] - Depreciation and amortization expense grew by 20.3million,or2920.3 million, or 29%, to 91.5 million for the six months ended June 30, 2024[112] - Total depreciation and amortization for Q2 2024 was 69.7million,comparedto69.7 million, compared to 50.0 million in Q2 2023[52] - Estimated amortization expense for the remaining six months of 2024 is 118.6million[53]AcquisitionsandGoodwillThecompanyacquireda74118.6 million[53] Acquisitions and Goodwill - The company acquired a 74% stake in Vectron Systems AG for 59.0 million, net of cash acquired, and plans to gain operational control[34][35] - The acquisition of Revel Systems, Inc. was completed for 245.3million,netofcashacquired,tostrengthenpresenceintherestaurantandretailmarkets[37][38]Finarowasacquiredfor245.3 million, net of cash acquired, to strengthen presence in the restaurant and retail markets[37][38] - Finaro was acquired for 330.8 million, net of cash acquired, to drive expansion into international markets[40][41] - The company acquired Appetize for 108.7million,netofcashacquired,toenhancepresenceinthesportsandentertainmentmarket[43]ThefairvalueofcontingentconsiderationforVectronwas108.7 million, net of cash acquired, to enhance presence in the sports and entertainment market[43] - The fair value of contingent consideration for Vectron was 2.9 million as of June 30, 2024[35] - The fair value of contingent consideration for Finaro was 3.8millionasofJune30,2024[40]GoodwillfromtheVectronacquisitionwas3.8 million as of June 30, 2024[40] - Goodwill from the Vectron acquisition was 79.9 million, not deductible for tax purposes[36] - Goodwill from the Revel acquisition was 117.6million[38]GoodwillfromtheFinaroacquisitionwas117.6 million[38] - Goodwill from the Finaro acquisition was 280.6 million, not deductible for tax purposes[41] - The company issued 25.0millioninrestrictedstockunitstoFinaroemployees,vestingoverthreeyears[42]NetassetsacquiredfromtheAppetizeacquisitiontotaled25.0 million in restricted stock units to Finaro employees, vesting over three years[42] - Net assets acquired from the Appetize acquisition totaled 108.7 million, including 75.0millioningoodwilland75.0 million in goodwill and 38.3 million in other intangible assets[44] - Goodwill increased to 1,299.9millionasofJune30,2024,upfrom1,299.9 million as of June 30, 2024, up from 1,111.3 million at December 31, 2023, primarily due to acquisitions[51] - The company acquired Finaro in the fourth quarter of 2023, expanding its operations in Europe and the UK[26] - The total purchase consideration for Vectron was 66.1million,including66.1 million, including 63.2 million in cash and 2.9millionincontingentconsideration[35]ThefairvalueofnetassetsacquiredfromVectronwas2.9 million in contingent consideration[35] - The fair value of net assets acquired from Vectron was 84.9 million, with goodwill accounting for 79.9million[36]ThefairvalueofnetassetsacquiredfromRevelwas79.9 million[36] - The fair value of net assets acquired from Revel was 245.3 million, with goodwill accounting for 117.6million[38]ThetotalpurchaseconsiderationforFinarowas117.6 million[38] - The total purchase consideration for Finaro was 518.0 million, including 211.9millionincashand211.9 million in cash and 302.0 million in shares of Class A common stock[40] - The fair value of net assets acquired from Finaro was 330.8million,withgoodwillaccountingfor330.8 million, with goodwill accounting for 280.6 million[41] Cash Flow and Debt - Net cash provided by operating activities was 172.8millionforthesixmonthsendedJune30,2024,slightlyupfrom172.8 million for the six months ended June 30, 2024, slightly up from 171.3 million in 2023[21] - Net cash used in investing activities increased to 381.5millionin2024,primarilyduetoacquisitionsnetofcashacquiredat381.5 million in 2024, primarily due to acquisitions net of cash acquired at 301.4 million, compared to 108.0millionin2023[21]Cashandcashequivalentsandrestrictedcashdecreasedto108.0 million in 2023[21] - Cash and cash equivalents and restricted cash decreased to 403.3 million at the end of June 2024 from 721.8millionatthebeginningoftheperiod[21]Totallongtermdebtstoodat721.8 million at the beginning of the period[21] - Total long-term debt stood at 1,754.3 million as of June 30, 2024, slightly up from 1,750.2millionasofDecember31,2023[59]Futureprincipalpaymentsonlongtermdebttotal1,750.2 million as of December 31, 2023[59] - Future principal payments on long-term debt total 1,772.5 million, with 690.0millionduein2025,690.0 million due in 2025, 450.0 million in 2026, and 632.5millionin2027[60]TheRevolvingCreditFacilityhadnoborrowingsasofJune30,2024,withaborrowingcapacityof632.5 million in 2027[60] - The Revolving Credit Facility had no borrowings as of June 30, 2024, with a borrowing capacity of 100.0 million[61] - The fair value of contingent consideration related to acquisitions was 49.7millionasofJune30,2024,with49.7 million as of June 30, 2024, with 30.6 million classified as current liabilities[64] - The fair value of Tranche 2 of the Online Payments Group earnout was estimated at 28.3millionasofJune30,2024[65]ThefairvalueoftheRestaurantTechnologyPartnersearnoutwas28.3 million as of June 30, 2024[65] - The fair value of the Restaurant Technology Partners earnout was 0.4 million as of June 30, 2024[66] - The company's contingent liabilities at the end of the period totaled 50.3million,with50.3 million, with 49.7 million related to acquisitions and 0.6millionforacquiredliabilities[68]ThefairvalueofthecompanysoutstandingdebtasofJune30,2024,was0.6 million for acquired liabilities[68] - The fair value of the company's outstanding debt as of June 30, 2024, was 1,813.9 million, compared to a carrying value of 1,754.8million[70]Netcashprovidedbyoperatingactivitiesfor2024H1was1,754.8 million[70] - Net cash provided by operating activities for 2024 H1 was 172.8 million, slightly higher than 171.3millionin2023H1[125]Netcashusedininvestingactivitiesfor2024H1surgedto171.3 million in 2023 H1[125] - Net cash used in investing activities for 2024 H1 surged to 381.5 million, primarily due to a 265.1millionincreaseinacquisitionspending[127]TotaldebtoutstandingasofJune30,2024was265.1 million increase in acquisition spending[127] - Total debt outstanding as of June 30, 2024 was 1,772.5 million, including 690.0millionof2025ConvertibleNotes[129]CashandcashequivalentsbalanceasofJune30,2024was690.0 million of 2025 Convertible Notes[129] - Cash and cash equivalents balance as of June 30, 2024 was 205.0 million, with 115.9millionheldoutsidetheU.S.[124]EquityandShareholderInformationTotalequityincreasedfrom115.9 million held outside the U.S.[124] Equity and Shareholder Information - Total equity increased from 868.4 million at December 31, 2023, to 958.8millionatJune30,2024[17]Additionalpaidincapitalgrewfrom958.8 million at June 30, 2024[17] - Additional paid-in capital grew from 985.9 million at December 31, 2023, to 1,005.7millionatJune30,2024[17]Retaineddeficitimprovedfrom1,005.7 million at June 30, 2024[17] - Retained deficit improved from (346.7) million at December 31, 2023, to (297.8)millionatJune30,2024[17]Noncontrollinginterestsincreasedfrom(297.8) million at June 30, 2024[17] - Noncontrolling interests increased from 215.1 million at December 31, 2023, to 258.0millionatJune30,2024[17]EquitybasedcompensationfortheperiodendingJune30,2024,was258.0 million at June 30, 2024[17] - Equity-based compensation for the period ending June 30, 2024, was 14.3 million[17] - Other comprehensive loss for the period ending June 30, 2024, was (14.0)million[17]TotalequityatDecember31,2022,was(14.0) million[17] - Total equity at December 31, 2022, was 480.6 million, increasing to 479.2millionbyJune30,2023[19]NetincomefortheperiodendingJune30,2023,was479.2 million by June 30, 2023[19] - Net income for the period ending June 30, 2023, was 36.8 million[19] - Additional paid-in capital at December 31, 2022, was 702.6million,increasingto702.6 million, increasing to 733.8 million by June 30, 2023[19] - The company repurchased 230,400 shares of Class A common stock for 15.9millionatanaveragepriceof15.9 million at an average price of 68.79 per share during the three and six months ended June 30, 2024[81] - The Company's noncontrolling interests in Shift4 Payments, LLC amounted to 232.1millionand232.1 million and 215.1 million as of June 30, 2024, and December 31, 2023, respectively[82] - The Company acquired 74% of Vectron's common stock, with the noncontrolling interests balance representing the 26% economic interest amounting to 25.9millionasofJune30,2024[82]Equitybasedcompensationexpensewas25.9 million as of June 30, 2024[82] - Equity-based compensation expense was 14.3 million and 37.1millionforthethreeandsixmonthsendedJune30,2024,respectively[83]TheCompanyhad37.1 million for the three and six months ended June 30, 2024, respectively[83] - The Company had 117.0 million of total unrecognized equity-based compensation expense related to outstanding RSUs and PRSUs as of June 30, 2024[86] - The Company's May 2024 Program authorizes the repurchase of up to 500.0millionofClassAcommonstock,with500.0 million of Class A common stock, with 484.2 million remaining as of June 30, 2024[81] - Basic net income per share for Class A common stock increased to 0.59inQ22024from0.59 in Q2 2024 from 0.43 in Q2 2023[88] - Diluted net income per share for Class A common stock rose to 0.58inQ22024comparedto0.58 in Q2 2024 compared to 0.42 in Q2 2023[88] - Net income attributable to common stockholders grew to 39.2millioninQ22024from39.2 million in Q2 2024 from 25.1 million in Q2 2023[88] - Weighted average shares of Class A common stock outstanding - diluted increased to 65,564,817 in Q2 2024 from 58,173,624 in Q2 2023[88] - Total anti-dilutive shares excluded from diluted EPS calculation were 24,055,011 in Q2 2024[89] - Net income allocated to Class C common stock - diluted remained stable at 1.1millioninQ22024[88]RSUscontributed1,126,649sharestothedilutedweightedaveragesharesofClassAcommonstockinQ22024[88]LLCIntereststhatconvertintopotentialClassAcommonsharestotaled23,830,105inQ22024[89]OtherFinancialMetricsUnrealizedlossonforeigncurrencytranslationadjustmentforQ22024was1.1 million in Q2 2024[88] - RSUs contributed 1,126,649 shares to the diluted weighted average shares of Class A common stock in Q2 2024[88] - LLC Interests that convert into potential Class A common shares totaled 23,830,105 in Q2 2024[89] Other Financial Metrics - Unrealized loss on foreign currency translation adjustment for Q2 2024 was 14.0 million, compared to 0.1millioninQ22023[15]ThecompanysEuropeanandUKbusiness,previouslyknownasFinaro,operatesunderadirectmembermodel,includingsettlementassetsandliabilitiesontheconsolidatedbalancesheets[30]Thecompanyscashequivalentsconsistofhighlyliquidinvestmentsinmoneymarketfunds,withrestrictedcashprimarilyrelatedtoadepositinitsUSsponsorbankmerchantsettlementaccount[26]ThecompanysTRAliabilitywas0.1 million in Q2 2023[15] - The company's European and UK business, previously known as Finaro, operates under a direct member model, including settlement assets and liabilities on the consolidated balance sheets[30] - The company's cash equivalents consist of highly liquid investments in money market funds, with restricted cash primarily related to a deposit in its US sponsor bank merchant settlement account[26] - The company's TRA liability was 8.2 million as of June 30, 2024, up from 5.1millionattheendof2023[23]ThecompanysEuropeanandUKbusinessincludessettlementprocessingassetsandliabilities,primarilyrelatedtotheacquisitionofFinaroinQ42023[26]ThecompanysUSoperationsoperateunderasponsorshipmodel,wheresettlementassetsandobligationsaretheresponsibilityofthesponsoringmemberandnotrecordedonthecompanysbalancesheets[28]Thecompanyscashandcashequivalentsincludedinsettlementassetswere5.1 million at the end of 2023[23] - The company's European and UK business includes settlement processing assets and liabilities, primarily related to the acquisition of Finaro in Q4 2023[26] - The company's US operations operate under a sponsorship model, where settlement assets and obligations are the responsibility of the sponsoring member and not recorded on the company's balance sheets[28] - The company's cash and cash equivalents included in settlement assets were 123.5 million as of June 30, 2024, down from 182.4millionattheendof2023[29]Residualcommissionbuyoutshadanetcarryingvalueof182.4 million at the end of 2023[29] - Residual commission buyouts had a net carrying value of 187.4 million as of June 30, 2024, down from 229.6millionatDecember31,2023[54]Otherintangibleassets,netincreasedto229.6 million at December 31, 2023[54] - Other intangible assets, net increased to 674.0 million as of June 30, 2024, up from 548.8millionasofDecember31,2023[55]Capitalizedcustomeracquisitioncosts,netroseto548.8 million as of December 31, 2023[55] - Capitalized customer acquisition costs, net rose to 59.0 million as of June 30, 2024, compared to 51.7millionasofDecember31,2023[56]Equipmentforlease,netgrewto51.7 million as of December 31, 2023[56] - Equipment for lease, net grew to 144.5 million as of June 30, 2024, up from 123.1millionasofDecember31,2023[57]Totalproperty,plantandequipment,netremainedstableat123.1 million as of December 31, 2023[57] - Total property, plant and equipment, net remained stable at 28.5 million as of June 30, 2024, compared to 28.6millionasofDecember31,2023[58]Thecompanysinvestmentsinnonmarketableequitysecuritieshadanestimatedfairvalueof28.6 million as of December 31, 2023[58] - The company's investments in non-marketable equity securities had an estimated fair value of 72.9 million as of June 30, 2024, up from 62.2millioninDecember2023[71]Cryptosettlementassetsandliabilitieswerevaluedat62.2 million in December 2023[71] - Crypto settlement assets and liabilities were valued at 7.5 million and 3.5million,respectively,asofJune30,2024[71]Thecompanyseffectivetaxratewas(3)3.5 million, respectively, as of June 30, 2024[71] - The company's effective tax rate was (3)% for the three months ended June 30, 2024, primarily due to a 5.2 million tax benefit from valuation allowance release[72] - The company recognized a Tax Receivable Agreement (TRA) liability of 8.2millionasofJune30,2024,with8.2 million as of June 30, 2024, with 4.1 million classified as current and 4.1millionasnoncurrent[75]LeaseincomeforthesixmonthsendedJune30,2024,was4.1 million as noncurrent[75] - Lease income for the six months ended June 30, 2024, was 12.0 million, up from 10.5millioninthesameperiodof2023[77]FutureminimumleasepaymentsforhardwareunderSaaSagreementsareexpectedtobe10.5 million in the same period of 2023[77] - Future minimum lease payments for hardware under SaaS agreements are expected to be 16.0 million from July 1, 2024, through June 30, 2025[77] - Total expense for services with Jared Isaacman was 0.3millionand0.3 million and 0.5 million for the three and six months ended June 30, 2024, and 2023, respectively[78] - The Company made $2.0 million of distributions related to income taxes paid on behalf of Rook during the six months ended June 30, 2024[78] - The Founder is expected to contribute 592,219 shares