0000950170-22-023850 | 10-Q | XBRL Viewer

$ 8,895,626

$ 1,500,000

Billing Tree

Class A common stock issued

Cash consideration

$ 277,521,139

228,250,000

$ 505,771,139

Kontrol

Cash consideration

$ 7,439,373

7,939,373

Contingent consideration

^[1]

$ 500,000

Payix

Cash consideration

$ 95,627,972

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

98,477,972

Contingent consideration

^[2]

$ 2,850,000

[1]

Reflects the fair value of the Kontrol earnout payment, the contingent consideration to be paid to the selling members of Kontrol, pursuant to the Kontrol Purchase Agreement as of June 22, 2021. The selling partners of Kontrol will have the contingent earnout right to receive a payment of up to $3.0 million, dependent upon the Gross Profit, as defined in the Kontrol Purchase Agreement. As of September 30, 2022, the fair value of the Kontrol earnout was $0, which resulted in a ($0.1) million and ($0.9) million adjustment included in the change in fair value of contingent consideration in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022, respectively.

[2]

Reflects the fair value of the Payix earnout payment, the contingent consideration to be paid to the former owners of Payix, pursuant to the Payix Purchase Agreement as of December 31, 2021. The former owners of Payix will have the contingent earnout right to receive a payment of up to $20.0 million, dependent upon the Gross Profit, as defined in the Payix Purchase Agreement. As of September 30, 2022, the fair value of the Payix earnout was $0, which resulted in a ($2.9) million adjustment included in the change in fair value of contingent consideration in the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2022.

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Treasury Stock, Shares	680,548	0
Class A Common Stock
Common shares, par value	$ 0.0001
Common shares, shares authorized	2,000,000,000
Common shares, shares issued	89,078,338	88,502,621
Common shares, shares outstanding	88,397,790	88,502,621
Class V Common Stock
Common shares, par value	$ 0.0001	$ 0.0001
Common shares, shares authorized	1,000	1,000
Common shares, shares issued	100	100
Common shares, shares outstanding	100	100

Share Based Compensation

9 Months Ended

Sep. 30, 2022

Share Based Compensation

14. Share Based Compensation

Omnibus Incentive Plan

At the 2019 Annual Shareholders Meeting of Thunder Bridge, the shareholders considered and approved the 2019 Omnibus Incentive Plan (the “Incentive Plan”) which resulted in the reservation of 7,326,728 shares of Class A common stock for issuance thereunder. The Incentive Plan initially became effective immediately upon the closing of the Business Combination. In June 2022, the Incentive Plan was amended and restated to reserve a total of 13,826,728 shares of Class A common stock for issuance thereunder.

Under this plan, the Company currently has three types of share-based compensation awards outstanding: performance stock units (“PSUs”), restricted stock awards (“RSAs”) and restricted stock units (“RSUs”).

The following table summarizes share-based compensation expense and the related income tax benefit recognized for the Company’s share-based compensation awards:


	Three Months Ended September 30,					Nine Months Ended September 30,
($ in millions)	2022			2021		2022		2021
Share-based compensation expense	$	5.3		$	5.5	$	14.3	$	10.7
Income tax (expense) benefit		(0.3	)		0.4		1.9		2.6

Activities for RSAs for the nine months ended September 30, 2022 are as follows:


	Class A Common Stock		Weighted Average Grant Date Fair Value
Unvested at December 31, 2021		1,971,245	$	17.80
Granted		1,144,971		15.59
Forfeited (1)(2)		345,108		17.74
Vested		478,110		15.73
Unvested at September 30, 2022		2,292,998	$	17.13

Activities for RSUs for the nine months ended September 30, 2022 are as follows:


	Class A Common Stock		Weighted Average Grant Date Fair Value
Unvested at December 31, 2021		46,026	$	22.16
Granted		108,909		13.22
Forfeited		—		—
Vested		46,026		22.16
Unvested at September 30, 2022		108,909	$	13.22

Activities for PSUs for the nine months ended September 30, 2022 are as follows:


	Class A Common Stock (3)		Weighted Average Grant Date Fair Value
Unvested at December 31, 2021		498,363	$	20.16
Granted		390,227		16.72
Forfeited		—		—
Vested		—		—
Unvested at September 30, 2022		888,590	$	18.65

(1)

The forfeited shares include employee terminations during the nine months ended September 30, 2022; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan.

(2)

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.

(3)

Represent shares to be paid out at target level.

Unrecognized compensation expense related to unvested PSUs, RSAs and RSUs was $27.8 million at September 30, 2022, which is expected to be recognized as expense over the weighted-average period of 2.47 years. Unrecognized compensation expense related to unvested PSUs, RSAs and RSUs was $28.4 million at September 30, 2021, which is expected to be recognized as expense over the weighted-average period of 2.62 years.

Employee Stock Purchase Plan

On August 18, 2021, the Company’s stockholders approved the Repay Holdings Corporation 2021 Employee Stock Purchase Plan (the “ESPP”). The purpose of the ESPP is to provide eligible employees with the opportunity to purchase the Company’s Class A common stock through accumulated payroll deductions. A total of 1,000,000 shares of the Company’s Class A common stock are available for issuance under the ESPP. Under the ESPP, participants are offered the right to purchase shares of our Class A common stock at a discount during a series of offering periods. The length of the offering periods under the ESPP will be determined by the administrator and may be up to twenty-seven months long.

Earnings Per Share - Summary of Components of Common Stock Equivalent Shares Excluded from Computation of Diluted Loss per Share (Details) - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Share equivalents excluded from earnings (loss) per share	23,872,034	23,872,034
Class A Common Stock \| Post-Merger Repay Units Exchangeable
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Share equivalents excluded from earnings (loss) per share	7,926,576	7,926,576
Class A Common Stock \| Unvested Restricted Share Awards
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Share equivalents excluded from earnings (loss) per share	2,850,220	2,850,220
Class A Common Stock \| 2026 Notes Convertible
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Share equivalents excluded from earnings (loss) per share	13,095,238	13,095,238

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2022

Commitments And Contingencies Disclosure [Abstract]

Summary of Components of Lease Cost

The components of lease cost are presented in the following table:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Components of total lease costs:
Operating lease cost	$	681,697	$	633,484	$	2,050,031	$	1,729,506
Short-term lease cost		10,950		38,047		44,857		65,289
Variable lease cost		—		—		—		—
Total lease cost	$	692,647	$	671,531	$	2,094,888	$	1,794,795

Schedule of Operating Lease and Supplemental Information

Amounts reported in the Condensed Consolidated Balance Sheets were as follows:


	September 30, 2022			December 31, 2021
Operating leases:
ROU assets	$	10,774,839		$	10,499,751
Lease liability, current		2,306,672			1,990,416
Lease liability, long-term		9,168,904			9,090,867
Total lease liabilities	$	11,475,576		$	11,081,283

Weighted-average remaining lease term (in years)		4.9		5.2
Weighted-average discount rate (annualized)		4.5	%		4.3	%

Summary of Other Information Related to Lease

Other information related to leases are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	637,579	$	583,769	$	1,966,325	$	1,515,122
ROU assets obtained in exchange for lease liabilities:
Operating leases		—		—		2,511,409		1,782,488

Schedule of Maturity Analysis of the Company's Operating Leases Liabilities

The following table presents a maturity analysis of the Company’s operating leases liabilities as of September 30, 2022:


2022	$	672,486
2023		2,773,614
2024		2,591,509
2025		2,420,774
2026		2,324,416
Thereafter		2,009,075
Total undiscounted lease payments		12,791,874
Less: Imputed interest		1,316,298
Total lease liabilities	$	11,475,576

Borrowings - Additional Information (Details)		3 Months Ended		9 Months Ended
Borrowings - Additional Information (Details)	Jan. 19, 2021 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 29, 2021 USD ($)	Dec. 28, 2021 USD ($)	Feb. 03, 2021 USD ($)	Feb. 02, 2021 USD ($)	Feb. 10, 2020 USD ($)	Feb. 09, 2020 USD ($)
Successor Credit Agreement
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity										$ 346,000,000.0	$ 230,000,000.0
New Credit Agreement
Debt Instrument [Line Items]
Line of credit		$ 20,000,000.0		$ 20,000,000.0
Debt instrument, basis spread on variable rate				2.25%
Debt instrument, description of variable rate basis				1-month LIBOR
Line of credit unused commitments fee		200,000	$ 100,000	$ 500,000	$ 300,000
Line of credit Interest expense		200,000	$ 0	500,000	$ 0
Revolving Credit And Term Loan \| Successor Credit Agreement
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity		$ 20,000,000.0		$ 20,000,000.0
Senior Secured Revolving Credit Facility \| Successor Credit Agreement
Debt Instrument [Line Items]
Undrawn line of credit									$ 30,000,000.0
Senior Secured Revolving Credit Facility \| New Credit Agreement
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity						$ 185,000,000.0	$ 60,000,000.0
Senior Secured Revolving Credit Facility \| New Credit Agreement \| Truist Bank
Debt Instrument [Line Items]
Undrawn line of credit								$ 125,000,000.0
2026 Notes \| Notes Offering
Debt Instrument [Line Items]
Aggregate principal amount	$ 440,000,000.0
Debt instrument interest rate	0.00%
Debt instrument, maturity date	Feb. 01, 2026
2026 Notes \| Notes Offering \| Class A Common Stock
Debt Instrument [Line Items]
Debt instrument, convertible notes, conversion rate	29.7619
Debt instrument, convertible notes, conversion price per share \| $ / shares	$ 33.60

Goodwill

9 Months Ended

Sep. 30, 2022

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill

9. Goodwill

The following table presents changes to goodwill for the nine months ended September 30, 2022.


	Total
Balance at December 31, 2021	$	824,081,632
Acquisitions		—
Dispositions	—
Impairment Loss	—
Measurement period adjustment		3,720,371
Balance at September 30, 2022	$	827,802,003

During the nine months ended September 30, 2022, the Company recognized a $3.7 million measurement period adjustment in accordance with the BillingTree acquisition, primarily related to a $4.7 million increase in deferred tax liability as a result of the finalization of the tax basis balance sheet. An increase in accounts receivable of $1.0 million was also recognized related to updated collection information on the acquired receivables.

The Company has only one operating segment and, based on the criteria outlined in ASC 350, Intangibles – Goodwill and Other (“ASC 350”), only one reporting unit that needs to be tested for goodwill impairment. Accordingly, goodwill was reviewed for impairment at the consolidated entity level. The Company concluded that goodwill was not impaired as of September 30, 2022. As of September 30, 2022 and December 31, 2021, there were no accumulated impairment losses on the Company’s goodwill.

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Cash flows from operating activities
Net income (loss)	$ 5,372,043	$ (7,308,110)	$ 16,905,677	$ (38,639,178)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	24,661,807	25,907,374	82,441,725	63,379,348
Stock based compensation			14,265,373	16,229,384
Amortization of debt issuance costs			2,122,963	1,860,299
Loss on disposal of property and equipment			57,464	19,039
Loss on termination of lease			95,770
Loss on extinguishment of debt				5,940,600
Loss on sale of interest rate swaps				9,317,243
Fair value change in tax receivable agreement liability			(55,480,765)	(98,505)
Fair Value Change In Contingent Consideration	(340,000)	(1,550,000)	(4,290,000)	(101,214)
Payment of contingent consideration liability in excess of acquisition-date fair value			(8,895,626)	(1,500,000)
Deferred tax expense			6,414,025	(12,319,951)
Change in accounts receivable			(245,914)	(5,508,303)
Change in prepaid expenses and other			(3,055,706)	(1,539,229)
Change in operating lease ROU assets			(275,088)	1,487,542
Change in accounts payable			3,168,216	2,663,569
Change in related party payable			(257,110)	1,316,991
Change in accrued expenses and other			(2,200,332)	(2,464,635)
Change in operating lease liabilities			394,293	(820,110)
Change in other liabilities			1,227,158	(7,740,470)
Net cash provided by operating activities			52,392,123	31,482,420
Cash flows from investing activities
Purchases of property and equipment			(2,622,639)	(1,928,450)
Purchases of intangible assets			(26,232,436)	(14,900,254)
Purchase of equity investment				(2,499,997)
Net cash used in investing activities			(28,855,075)	(296,614,842)
Cash flows from financing activities
Issuance of long-term debt				440,000,000
Payments on long-term debt				(262,653,996)
Shares repurchased under Incentive Plan and ESPP			(1,981,261)	(2,975,990)
Treasury shares repurchased			(6,831,023)
Distributions to Members			(487,854)	(62,327)
Payment of loan costs				(13,247,617)
Payment of contingent consideration liability up to acquisition-date fair value			(3,851,214)	(7,448,786)
Net cash (used in) provided by financing activities			(13,151,352)	295,709,648
Increase in cash, cash equivalents and restricted cash			10,385,696	30,577,226
Cash, cash equivalents and restricted cash at beginning of period			76,339,926	106,504,734	$ 106,504,734
Cash, cash equivalents and restricted cash at end of period	$ 86,725,622	$ 137,081,960	86,725,622	137,081,960	$ 76,339,926
Cash paid during the year for:
Interest			$ 1,047,195	903,293
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Acquisition in exchange for contingent consideration				500,000
Class A Common Stock
Cash flows from financing activities
Public issuance of Class A Common Stock				142,098,364
CPS
Cash flows from investing activities
Acquisition, net of cash and restricted cash acquired				10,778
Billing Tree
Cash flows from investing activities
Acquisition, net of cash and restricted cash acquired				(269,825,725)
Billing Tree \| Class A Common Stock
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Acquisition in exchange for contingent consideration				228,250,000
Kontrol
Cash flows from investing activities
Acquisition, net of cash and restricted cash acquired				$ (7,471,194)

Intangible Assets

9 Months Ended

Sep. 30, 2022

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets

8. Intangible Assets

The Company holds definite and indefinite-lived intangible assets. As of September 30, 2022 and December 31, 2021, the indefinite-lived intangible assets consist of five trade names, arising from the acquisitions of Hawk Parent, MPI, BillingTree, Kontrol and Payix.

Intangible assets consisted of the following:


	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Useful Life (Years)
Client relationships	$	539,850,000	$	123,864,439	$	415,985,561		7.65
Channel relationships		16,240,000		2,746,685		13,493,315		8.31
Software costs		186,741,847		121,867,509		64,874,338		1.04
Non-compete agreements		4,580,000		3,925,214		654,786		0.62
Trade name		28,140,000		—		28,140,000		—
Balance as of September 30, 2022	$	775,551,847	$	252,403,847	$	523,148,000		5.97

Customer relationships	$	539,850,000	$	83,014,231	$	456,835,769		8.40
Channel relationships		12,550,000		1,146,935		11,403,065		8.65
Software costs		163,957,560		83,162,612		80,794,948		1.48
Non-compete agreements		4,580,000		4,059,880		520,120		0.88
Trade name		28,140,000		—		28,140,000		—
Balance as of December 31, 2021	$	749,077,560	$	171,383,658	$	577,693,902		6.79

The Company’s amortization expense for intangible assets was $24.1 million and $80.8 million for the three and nine months ended September 30, 2022, respectively. The Company’s amortization expense for intangible assets was $25.9 million and $62.5 million for the three and nine months ended September 30, 2021, 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
2022	$	23,708,983
2023		89,399,437
2024		75,379,786
2025		58,467,711
2026		55,940,944
Thereafter		192,111,138

Business Combinations (Tables)

9 Months Ended

Sep. 30, 2022

Summary of Pro Forma Financial Information

The supplemental condensed consolidated results of the Company on an unaudited pro forma basis give effect to the BillingTree, Kontrol, and Payix acquisitions as if the transactions had occurred on January 1, 2021. The unaudited pro forma information reflects adjustments for the issuance of the Company’s common stock, debt incurred in connection with the transactions, the impact of the fair value of intangible assets acquired and related amortization and other adjustments the Company believes are reasonable for the pro forma presentation. In addition, the pro forma earnings exclude acquisition-related costs.


	Pro Forma Three Months Ended September 30,						Pro Forma Nine Months Ended September 30,
	2022			2021			2022			2021
Revenue	$	71,555,099		$	62,771,432		$	206,553,935		$	190,365,096
Net income (loss)		5,372,043			(8,348,868	)		16,905,677			(38,467,579	)
Net loss attributable to non-controlling interests		(473,160	)		(1,125,889	)		(2,602,482	)		(4,295,228	)
Net income (loss) attributable to the Company		5,845,203			(7,222,979	)		19,508,159			(34,172,351	)

Income (loss) per Class A share - basic	$	0.07		$	(0.08	)	$	0.22		$	(0.42	)
Income (loss) per Class A share - diluted	$	0.05		$	(0.08	)	$	0.18		$	(0.42	)

Billing Tree

Summary of Preliminary Purchase Consideration

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


Cash consideration	$	277,521,139
Class A common stock issued		228,250,000
Total purchase price	$	505,771,139

Summary of Preliminary and Final Purchase Allocation

The Company recorded an allocation of the purchase price to BillingTree’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the June 15, 2021 closing date. The purchase price allocation is as follows:


Cash and cash equivalents	$	8,243,569
Accounts receivable		4,627,240
Prepaid expenses and other current assets		1,601,854
Total current assets		14,472,663
Property, plant and equipment, net		541,244
Restricted cash		274,954
Other assets		1,782,488
Identifiable intangible assets		236,810,000
Total identifiable assets acquired		253,881,349
Accounts payable		(2,552,251	)
Accrued expenses and other liabilities		(6,982,918	)
Deferred tax liability		(36,095,307	)
Net identifiable assets acquired		208,250,873
Goodwill		297,520,266
Total purchase price	$	505,771,139

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

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


	Fair Value		Useful life
Identifiable intangible assets	(in millions)		(in years)
Non-compete agreements	$	0.3	2
Trade names		7.8	Indefinite
Developed technology		26.2	3
Merchant relationships		202.5	10
	$	236.8

Kontrol

Summary of Preliminary Purchase Consideration

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


Cash consideration	$	7,439,373
Contingent consideration (1)		500,000
Total purchase price	$	7,939,373

(1)

Summary of Preliminary and Final Purchase Allocation

The purchase price allocation is as follows:


Accounts receivable	$	67,510
Prepaid expenses and other current assets		5,572
Total current assets		73,082
Identifiable intangible assets		6,940,000
Total identifiable assets acquired		7,013,082
Accounts payable		(664,932	)
Net identifiable assets acquired		6,348,150
Goodwill		1,591,223
Total purchase price	$	7,939,373

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

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


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

Payix

Summary of Preliminary Purchase Consideration

The following summarizes the preliminary purchase consideration paid to the sellers of Payix:


Cash consideration	$	95,627,972
Contingent consideration (1)		2,850,000
Total purchase price	$	98,477,972

(1)

Summary of Preliminary and Final Purchase Allocation

The Company recorded a preliminary allocation of the purchase price to Payix’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the December 29, 2021 closing date. The preliminary purchase price allocation is as follows:


Cash and cash equivalents	$	702,575
Accounts receivable		1,715,292
Prepaid expenses and other current assets		93,891
Total current assets		2,511,758
Property, plant and equipment, net		83,449
Restricted cash		27,177
Other assets		655,588
Identifiable intangible assets		33,150,000
Total identifiable assets acquired		36,427,972
Accounts payable		(214,195	)
Accrued expenses and other liabilities		(2,022,846	)
Deferred tax liability		(6,943,998	)
Net identifiable assets acquired		27,246,933
Goodwill		71,231,039
Total purchase price	$	98,477,972

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

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


	Fair Value		Useful life
Identifiable intangible assets	(in millions)		(in years)
Trade names	$	0.3	Indefinite
Developed technology		12.4	3
Merchant relationships		20.5	10
	$	33.2

Goodwill (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Changes to Goodwill

The following table presents changes to goodwill for the nine months ended September 30, 2022.


	Total
Balance at December 31, 2021	$	824,081,632
Acquisitions		—
Dispositions	—
Impairment Loss	—
Measurement period adjustment		3,720,371
Balance at September 30, 2022	$	827,802,003

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Fair Value - Schedule of Contingent Consideration Related to Previous Business Acquisitions (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Contingent Consideration
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Balance at beginning of period	$ 17,046,840	$ 15,800,000
Purchases		1,500,000
Payments	(12,746,840)	(8,948,786)
Valuation adjustment	(4,290,000)	(101,214)
Balance at end of period	10,000	8,250,000
Tax Receivable Agreement
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Balance at beginning of period	245,828,419	229,228,105
Purchases	153,246	2,355,180
Accretion expense	5,016,859	4,148,122
Valuation adjustment	(60,497,624)	(4,246,627)
Balance at end of period	$ 190,500,900	$ 231,484,780

Share Based Compensation - Schedule of Outstanding Performance Stock Units Activity (Details) - Performance Stock Units

9 Months Ended

Sep. 30, 2022

$ / shares

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

$ 20.16

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

16.72

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

$ 18.65

Class A Share

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

Unvested, Beginning Balance | shares

498,363

^[1]

Granted | shares

390,227

^[1]

Unvested, Ending Balance | shares

888,590

^[1]

[1]	Represent shares to be paid out at target level.

Share Based Compensation - Schedule of Outstanding Restricted Stock Awards Activity (Details) - Unvested Restricted Share Awards

9 Months Ended

Sep. 30, 2022

$ / shares

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

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

$ 17.80

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

15.59

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

17.74

^[1],[2]

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

15.73

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

$ 17.13

Class A Common Stock

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

Unvested, Beginning Balance | shares

1,971,245

Granted | shares

1,144,971

Forfeited | shares

345,108

^[1],[2]

Vested | shares

478,110

Unvested, Ending Balance | shares

2,292,998

[1]	The forfeited shares include employee terminations during the nine months ended September 30, 2022; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan.
[2]	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.

Commitments and Contingencies - Schedule of Maturity Analysis of the Company's Operating Leases Liabilities (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Commitments And Contingencies Disclosure [Abstract]
2022	$ 672,486
2023	2,773,614
2024	2,591,509
2025	2,420,774
2026	2,324,416
Thereafter	2,009,075
Total undiscounted lease payments	12,791,874
Less: Imputed interest	1,316,298
Total lease liabilities	$ 11,475,576	$ 11,081,283

Intangible Assets - Additional Information (Details) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) TradeName	Sep. 30, 2021 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
Number of trade names \| TradeName			5
Amortization of Intangible Assets \| $	$ 24.1	$ 25.9	$ 80.8	$ 62.5

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 775,551,847	$ 749,077,560
Accumulated Amortization	252,403,847	171,383,658
Net Carrying Value	$ 523,148,000	$ 577,693,902
Weighted Average Useful Life (Years)	5 years 11 months 19 days	6 years 9 months 14 days
Client Relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 539,850,000
Accumulated Amortization	123,864,439
Net Carrying Value	$ 415,985,561
Weighted Average Useful Life (Years)	7 years 7 months 24 days
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value		$ 539,850,000
Accumulated Amortization		83,014,231
Net Carrying Value		$ 456,835,769
Weighted Average Useful Life (Years)		8 years 4 months 24 days
Channel Relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 16,240,000	$ 12,550,000
Accumulated Amortization	2,746,685	1,146,935
Net Carrying Value	$ 13,493,315	$ 11,403,065
Weighted Average Useful Life (Years)	8 years 3 months 21 days	8 years 7 months 24 days
Software Costs
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 186,741,847	$ 163,957,560
Accumulated Amortization	121,867,509	83,162,612
Net Carrying Value	$ 64,874,338	$ 80,794,948
Weighted Average Useful Life (Years)	1 year 14 days	1 year 5 months 23 days
Non-Complete Agreements
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 4,580,000	$ 4,580,000
Accumulated Amortization	3,925,214	4,059,880
Net Carrying Value	$ 654,786	$ 520,120
Weighted Average Useful Life (Years)	7 months 13 days	10 months 17 days
Trade Names
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 28,140,000	$ 28,140,000
Net Carrying Value	$ 28,140,000	$ 28,140,000

Borrowings - Summary of Principal Maturities of Long-term Debt (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2026	$ 460,000,000
Total borrowings under credit facility and convertible senior debt	$ 460,000,000	$ 460,000,000

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Summary Of Significant Accounting Policies [Line Items]
Decrease of comprehensive loss attributable to the company	$ 5,845,203	$ (6,266,036)	$ 19,508,159	$ (27,892,271)
Revision of Prior Period, Error Correction, Adjustment
Summary Of Significant Accounting Policies [Line Items]
Decrease of comprehensive loss attributable to the company				$ (34,300,000)

Commitments and Contingencies - Additional Information (Details)	9 Months Ended
	Sep. 30, 2022
Lease [Line Items]
Operating lease expiration year	2029
Lessee, operating lease, existence of option to extend [true false]	true
Operating lease, option to extend	Most of these leases include one or more renewal options for six years or less
Operating lease, existence of option to terminate [true false]	true
Operating lease, option to terminate	certain leases also include lessee termination options
Minimum
Lease [Line Items]
Operating lease, term of contract	3 years
Maximum
Lease [Line Items]
Operating lease, term of contract	10 years
Operating lease, renewal term	6 years

Business Combinations - Summary of Pro Forma Financial Information (Details) - BillingTree, Kontrol, and Payix Acquisitions - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
Revenue	$ 71,555,099	$ 62,771,432	$ 206,553,935	$ 190,365,096
Net income (loss)	5,372,043	(8,348,868)	16,905,677	(38,467,579)
Net loss attributable to non-controlling interests	(473,160)	(1,125,889)	(2,602,482)	(4,295,228)
Net income (loss) attributable to the Company	$ 5,845,203	$ (7,222,979)	$ 19,508,159	$ (34,172,351)
Class A Share
Business Acquisition [Line Items]
Income (loss) per Class A share - basic	$ 0.07	$ (0.08)	$ 0.22	$ (0.42)
Income (loss) per Class A share - diluted	$ 0.05	$ (0.08)	$ 0.18	$ (0.42)

Business Combinations - Summary of Preliminary Purchase Consideration (Parenthetical) (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Dec. 29, 2021	Jun. 22, 2021
Kontrol
Business Acquisition [Line Items]
Contingent earn-out right to be received				$ 3,000,000.0
Earnout payment		$ 0
Adjustment included in change in fair value of contingent consideration	$ (100,000)	(900,000)
Payix
Business Acquisition [Line Items]
Contingent earn-out right to be received			$ 20,000,000.0
Earnout payment		0
Adjustment included in change in fair value of contingent consideration		$ (2,900,000)

Taxation - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended
Taxation - Additional Information (Details) - USD ($)	Jul. 11, 2019	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Jun. 15, 2021
Income Tax Disclosure [Abstract]
Effective tax rate		9.70%	23.60%	27.50%	24.20%
Income tax (expense) benefit		$ 473,909	$ 2,260,704	$ (6,414,025)	$ 12,319,951
Federal statutory rate				21.00%
Deferred tax liabilities, net							$ 36,100,000
Deferred tax assets, net		$ 134,275,387		$ 134,275,387		$ 145,259,883
Percentage of valuation allowance recognized		100.00%		100.00%
Uncertain tax positions		$ 0		$ 0
Percentage of tax benefits payable under Tax Receivable Agreement	100.00%
Liability related to projected obligations under Tax Receivable Agreement		$ 190,500,000		190,500,000
Decrease in TRA Liability				$ 55,300,000

Commitments and Contingencies - Summary of Components of Lease Cost (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Components of total lease costs:
Operating lease cost	$ 681,697	$ 633,484	$ 2,050,031	$ 1,729,506
Short-term lease cost	10,950	38,047	44,857	65,289
Total lease cost	$ 692,647	$ 671,531	$ 2,094,888	$ 1,794,795

Revenue (Tables)

9 Months Ended

Sep. 30, 2022

Revenue From Contract With Customer [Abstract]

Summary of Disaggregation of Revenue

The table below presents a disaggregation of revenue by direct and indirect relationships for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue
Direct relationships	$	68,242,368	$	58,771,135	$	195,725,438	$	152,813,138
Indirect relationships		3,312,731		2,354,249		10,828,497		4,244,613
Total Revenue	$	71,555,099	$	61,125,384	$	206,553,935	$	157,057,751

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following:


	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Useful Life (Years)
Client relationships	$	539,850,000	$	123,864,439	$	415,985,561		7.65
Channel relationships		16,240,000		2,746,685		13,493,315		8.31
Software costs		186,741,847		121,867,509		64,874,338		1.04
Non-compete agreements		4,580,000		3,925,214		654,786		0.62
Trade name		28,140,000		—		28,140,000		—
Balance as of September 30, 2022	$	775,551,847	$	252,403,847	$	523,148,000		5.97

Customer relationships	$	539,850,000	$	83,014,231	$	456,835,769		8.40
Channel relationships		12,550,000		1,146,935		11,403,065		8.65
Software costs		163,957,560		83,162,612		80,794,948		1.48
Non-compete agreements		4,580,000		4,059,880		520,120		0.88
Trade name		28,140,000		—		28,140,000		—
Balance as of December 31, 2021	$	749,077,560	$	171,383,658	$	577,693,902		6.79

Schedule of Estimated Amortization Expense

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


Year Ending December 31,	Estimated Future Amortization Expense
2022	$	23,708,983
2023		89,399,437
2024		75,379,786
2025		58,467,711
2026		55,940,944
Thereafter		192,111,138

Share Based Compensation - Schedule of Share Based Compensation Expense and Related Income Tax Benefit (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Share-based compensation expense	$ 5.3	$ 5.5	$ 14.3	$ 10.7
Income tax (expense) benefit	$ (0.3)	$ 0.4	$ 1.9	$ 2.6

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Related Party Transactions

13. Related Party Transactions

Related party payables consisted of the following:


	September 30, 2022		December 31, 2021
Ventanex accrued earnout liability	$	—	$	12,746,840
CPS accrued earnout liability		10,000		600,000
Kontrol accrued earnout liability		—		850,000
Payix accrued earnout liability		—		2,850,000
Other payables to related parties		90,175		347,285
	$	100,175	$	17,394,125

The Company incurred transaction costs on behalf of related parties of $2.6 million and $8.5 million for the three and nine months ended September 30, 2022, respectively. The Company incurred transaction costs on behalf of related parties of $2.7 million and $5.6 million for the three and nine months ended September 30, 2021, respectively. These costs consist of retention bonuses and other compensation to employees, associated with the costs resulting from the integration of new businesses.

The Company held receivables from related parties of $0.3 million as of both September 30, 2022 and December 31, 2021. 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. Further, the Company owed employees $0.0 million for amounts paid on behalf of the Company as of both September 30, 2022 and December 31, 2021.

The Company owed $0.1 million and $17.4 million to related parties, in the form of contingent consideration payable to the sellers of CPS, Kontrol and Payix, who were employees of Repay, as of September 30, 2022 and December 31, 2021, respectively. In April 2022, the Company paid the Ventanex earnout payment of $12.7 million.

Business Combinations

9 Months Ended

Sep. 30, 2022

Business Combinations [Abstract]

Business Combinations

5. Business Combinations

BillingTree

On June 15, 2021, the Company acquired BT Intermediate, LLC (together with its subsidiaries, “BillingTree”). Under the terms of the agreement and plan of merger between BT Intermediate, LLC, the Company, two newly formed subsidiaries of the Company and the owner of BT Intermediate, LLC (“BillingTree Merger Agreement”), the aggregate consideration paid at closing by the Company was approximately $505.8 million, consisting of approximately $277.5 million in cash and approximately 10 million shares of Class A common stock. The BillingTree Merger Agreement contains customary representations, warranties and covenants by Repay and the former owner of BillingTree, 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 seller of BillingTree:


Cash consideration	$	277,521,139
Class A common stock issued		228,250,000
Total purchase price	$	505,771,139


Cash and cash equivalents	$	8,243,569
Accounts receivable		4,627,240
Prepaid expenses and other current assets		1,601,854
Total current assets		14,472,663
Property, plant and equipment, net		541,244
Restricted cash		274,954
Other assets		1,782,488
Identifiable intangible assets		236,810,000
Total identifiable assets acquired		253,881,349
Accounts payable		(2,552,251	)
Accrued expenses and other liabilities		(6,982,918	)
Deferred tax liability		(36,095,307	)
Net identifiable assets acquired		208,250,873
Goodwill		297,520,266
Total purchase price	$	505,771,139

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	$	0.3	2
Trade names		7.8	Indefinite
Developed technology		26.2	3
Merchant relationships		202.5	10
	$	236.8

Goodwill of $297.5 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $66.5 million is expected to be deductible for tax purposes. 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 BillingTree.

Kontrol

On June 22, 2021, the Company acquired substantially all of the assets of Kontrol LLC (“Kontrol”). Under the terms of the asset purchase agreement between a newly formed subsidiary of Repay Holdings, LLC and the owner of Kontrol (“Kontrol Purchase Agreement”), the aggregate consideration paid at closing by the Company was up to $10.5 million in cash, of which $7.4 million was paid at closing. The Kontrol Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owner of Kontrol, 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 owner of Kontrol:


Cash consideration	$	7,439,373
Contingent consideration (1)		500,000
Total purchase price	$	7,939,373

(1)

The Company recorded an allocation of the purchase price to Kontrol’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the June 22, 2021 closing date. The purchase price allocation is as follows:


Accounts receivable	$	67,510
Prepaid expenses and other current assets		5,572
Total current assets		73,082
Identifiable intangible assets		6,940,000
Total identifiable assets acquired		7,013,082
Accounts payable		(664,932	)
Net identifiable assets acquired		6,348,150
Goodwill		1,591,223
Total purchase price	$	7,939,373

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)
Trade names	$	0.0	Indefinite
Merchant relationships		6.9	8
	$	6.9

Goodwill of $1.6 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $1.1 million on a gross basis is expected to be deductible for tax purposes. 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 Kontrol.

Payix

On December 29, 2021, the Company acquired Payix Holdings Incorporated (together with its subsidiary, “Payix”). Under the terms of the merger agreement with Payix (“Payix Purchase Agreement”), the aggregate consideration

paid at closing by the Company was approximately $95.6 million in cash. In addition to the closing consideration, the Payix Purchase Agreement contains a performance-based earnout (the “Payix Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of Payix of up to $20.0 million. The Payix acquisition was financed with cash on hand and available revolver capacity. The Payix Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of Payix, 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 sellers of Payix:


Cash consideration	$	95,627,972
Contingent consideration (1)		2,850,000
Total purchase price	$	98,477,972

(1)


Cash and cash equivalents	$	702,575
Accounts receivable		1,715,292
Prepaid expenses and other current assets		93,891
Total current assets		2,511,758
Property, plant and equipment, net		83,449
Restricted cash		27,177
Other assets		655,588
Identifiable intangible assets		33,150,000
Total identifiable assets acquired		36,427,972
Accounts payable		(214,195	)
Accrued expenses and other liabilities		(2,022,846	)
Deferred tax liability		(6,943,998	)
Net identifiable assets acquired		27,246,933
Goodwill		71,231,039
Total purchase price	$	98,477,972

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


	Fair Value		Useful life
Identifiable intangible assets	(in millions)		(in years)
Trade names	$	0.3	Indefinite
Developed technology		12.4	3
Merchant relationships		20.5	10
	$	33.2

Goodwill recognized of $71.2 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, none of which is expected to be deductible for tax purposes. 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 Payix.

Measurement Period

The preliminary purchase price allocation for the acquisition of Payix is based on initial estimates and provisional amounts. The Company continues to refine its inputs and estimates inherent in the valuation of intangible assets, deferred income taxes, property and equipment and the accuracy and completeness of liabilities within the measurement period.

Transaction Expenses

The Company incurred transaction expenses of $2.5 million and $6.7 million for the three and nine months ended September 30, 2022, respectively, related to the acquisitions of BillingTree, Kontrol, and Payix. The Company incurred transaction expenses of $2.7 million and $3.7 million for the three and nine months ended September 30, 2021, respectively, related to the acquisitions of Ventanex, cPayPlus and CPS Payment Services, LLC (together with its affiliated companies, “CPS”), BillingTree, and Kontrol.

Pro Forma Financial Information (Unaudited)


	Pro Forma Three Months Ended September 30,						Pro Forma Nine Months Ended September 30,
	2022			2021			2022			2021
Revenue	$	71,555,099		$	62,771,432		$	206,553,935		$	190,365,096
Net income (loss)		5,372,043			(8,348,868	)		16,905,677			(38,467,579	)
Net loss attributable to non-controlling interests		(473,160	)		(1,125,889	)		(2,602,482	)		(4,295,228	)
Net income (loss) attributable to the Company		5,845,203			(7,222,979	)		19,508,159			(34,172,351	)

Income (loss) per Class A share - basic	$	0.07		$	(0.08	)	$	0.22		$	(0.42	)
Income (loss) per Class A share - diluted	$	0.05		$	(0.08	)	$	0.18		$	(0.42	)

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of Related Party Payables

Related party payables consisted of the following:


	September 30, 2022		December 31, 2021
Ventanex accrued earnout liability	$	—	$	12,746,840
CPS accrued earnout liability		10,000		600,000
Kontrol accrued earnout liability		—		850,000
Payix accrued earnout liability		—		2,850,000
Other payables to related parties		90,175		347,285
	$	100,175	$	17,394,125

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Unaudited Interim Consolidated Financial Statements	Unaudited Interim Condensed Consolidated Financial Statements These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company's audited condensed consolidated financial statements and accompanying notes, which are included in the Annual Report on Form 10-K for the year ended December 31, 2021. The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with instructions to Form 10-Q and Rule 10-01 of SEC Regulation S-X as they apply to interim financial information. Accordingly, the interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim condensed consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments, operations and cash flows as of and for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of Repay Holdings Corporation and its (i) wholly owned subsidiary, BT Intermediate, LLC, and (ii) majority-owned subsidiary, Hawk Parent Holdings LLC, along with Hawk Parent Holdings LLC's 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, Marlin Acquirer, LLC, REPAY International LLC, REPAY Canada Solutions ULC, TriSource Solutions, LLC (“TriSource”), Mesa Acquirer, LLC, CDT Technologies LTD (“Ventanex”), Viking GP Holdings, LLC, cPayPlus, LLC (“cPayPlus”), CPS Payment Services, LLC, Media Payments, LLC (“MPI”), Custom Payment Systems, LLC, Electronic Payment Providers, LLC, Blue Cow Software, LLC, Hoot Payment Solutions, LLC, Internet Payment Exchange, LLC, Stratus Payment Solutions, LLC, Clear Payment Solutions, LLC, Harbor Acquisition LLC, Payix Holdings Incorporated and Payix Incorporated. All significant intercompany accounts and transactions have been eliminated in consolidation.
Basis of Financial Statement Presentation	Basis of Financial Statement Presentation The accompanying interim condensed consolidated financial statements of the Company were prepared in accordance with GAAP. The Company uses the accrual basis of accounting whereby revenues are recognized when earned, usually upon the date services are rendered, and expenses are recognized at the date services are rendered or goods are received.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported Condensed Consolidated Statements of Operations during the reporting period. Actual results could differ materially from those estimates.
Correction of Immaterial Error in Previously Issued Financial Statements	Correction of Immaterial Error in Previously Issued Financial Statements During the preparation of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, the Company identified an error in the presentation of the reclassification of net unrealized loss on cash flow hedges to other loss and its related tax expenses within the Condensed Consolidated Statements of Comprehensive Income in previous reporting periods beginning the three months ended March 31, 2021, which resulted in a decrease of Comprehensive loss attributable to the Company from ($34.3) million to ($27.9) million for the nine months ended September 30, 2021. Comprehensive loss attributable to the Company for the three months ended September 30, 2021 was not impacted. Net income (loss) for the three and nine months ended September 30, 2021 and total equity as of September 30, 2021 were not impacted. The Company assessed the materiality of the misstatement both quantitatively and qualitatively in accordance with Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections, as well as SEC Staff Accounting Bulletins No. 99, Materiality, and No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded that the misstatement was not material to the Company’s previously issued unaudited interim condensed consolidated financial statements for the prior periods and that amendments of previously filed reports were not required.
Recent Accounting Pronouncements	Recently Issued Accounting Pronouncements not yet Adopted Business Combinations In August 2021, the FASB issued Accounting Standards Update No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No. 2021-08”). ASU No. 2021-08 requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Revenue (Topic 606), and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. Amendments within ASU No. 2021-08 are required to be applied prospectively to business combinations occurring on or after the effective date of the amendments.

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Summary of Net Income (Loss) and Weighted Average Basic and Diluted Shares Outstanding

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Income (loss) before income tax expense	$	4,898,134		$	(9,568,814	)	$	23,319,702		$	(50,959,129	)
Less: Net loss attributable to non-controlling interests		(473,160	)		(1,042,074	)		(2,602,482	)		(4,310,144	)
Income tax (expense) benefit		473,909			2,260,704			(6,414,025	)		12,319,951
Net (loss) income attributable to the Company	$	5,845,203		$	(6,266,036	)	$	19,508,159		$	(34,329,034	)

Weighted average shares of Class A common stock outstanding - basic		88,735,518			88,273,194			88,749,417			81,595,128
Add weighted average effect of dilutive common stock equivalent shares:
Post-Merger Repay Units exchangeable for Class A common stock		7,883,048						7,883,048
Unvested restricted share awards of Class A common stock		396,827						1,059,661
Outstanding ESPP purchase rights for Class A common stock		3,423						2,282
2026 Notes convertible into Class A common stock		13,095,238						13,095,238
Weighted average shares of Class A common stock outstanding - diluted		110,114,054			88,273,194			110,789,646			81,595,128

Income (loss) per share of Class A common stock outstanding - basic	$	0.07		$	(0.07	)	$	0.22		$	(0.42	)
Income (loss) per share of Class A common stock outstanding - diluted	$	0.05		$	(0.07	)	$	0.18		$	(0.42	)

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

For the three and nine months ended September 30, 2021, 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:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2021		2021
Post-Merger Repay Units exchangeable for Class A common stock		7,926,576		7,926,576
Unvested restricted share awards of Class A common stock		2,850,220		2,850,220
2026 Notes convertible into Class A common stock		13,095,238		13,095,238
Share equivalents excluded from earnings (loss) per share		23,872,034		23,872,034

Goodwill - Additional Information (Details)	9 Months Ended
Goodwill - Additional Information (Details)	Sep. 30, 2022 USD ($) Segment Unit	Dec. 31, 2021 USD ($)
Goodwill [Line Items]
Measurement period adjustment	$ 3,720,371
Number of operating segment \| Segment	1
Number of reporting unit \| Unit	1
Goodwill impairment loss	$ 0
Accumulated impairment losses	0	$ 0
Billing Tree
Goodwill [Line Items]
Measurement period adjustment	3,700,000
Measurement period adjustment due to change in accounts receivables	1,000,000.0
Measurement period adjustment due to change in deferred tax liability	$ 4,700,000

Goodwill - Schedule of Changes to Goodwill (Details)	9 Months Ended
Goodwill - Schedule of Changes to Goodwill (Details)	Sep. 30, 2022 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
Beginning balance	$ 824,081,632
Acquisitions	0
Dispositions	0
Impairment Loss	0
Measurement period adjustment	3,720,371
Ending balance	$ 827,802,003

Commitments And Contingencies Disclosure [Abstract]

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent events

16. Subsequent events

Management has evaluated subsequent events and their potential effects on these unaudited condensed consolidated financial statements. Based upon the review, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Commitments and Contingencies - Other Information Related to Leases (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 637,579	$ 583,769	$ 1,966,325	$ 1,515,122
ROU assets obtained in exchange for lease liabilities:
Operating leases			$ 2,511,409	$ 1,782,488

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies

12. Commitments and Contingencies

Legal Matters

The Company is a party to various claims and lawsuits incidental to its business. In the Company’s opinion, the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, are not expected to have a material adverse effect on its financial position, liquidity, results of operations or cash flows.

Leases

The Company has commitments under operating leases for real estate leased from third parties under non-cancelable operating leases. 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 (“ROU”) asset and lease liability.

The components of lease cost are presented in the following table:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Components of total lease costs:
Operating lease cost	$	681,697	$	633,484	$	2,050,031	$	1,729,506
Short-term lease cost		10,950		38,047		44,857		65,289
Variable lease cost		—		—		—		—
Total lease cost	$	692,647	$	671,531	$	2,094,888	$	1,794,795

Amounts reported in the Condensed Consolidated Balance Sheets were as follows:


	September 30, 2022			December 31, 2021
Operating leases:
ROU assets	$	10,774,839		$	10,499,751
Lease liability, current		2,306,672			1,990,416
Lease liability, long-term		9,168,904			9,090,867
Total lease liabilities	$	11,475,576		$	11,081,283

Weighted-average remaining lease term (in years)		4.9		5.2
Weighted-average discount rate (annualized)		4.5	%		4.3	%

Other information related to leases are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	637,579	$	583,769	$	1,966,325	$	1,515,122
ROU assets obtained in exchange for lease liabilities:
Operating leases		—		—		2,511,409		1,782,488

The following table presents a maturity analysis of the Company’s operating leases liabilities as of September 30, 2022:


2022	$	672,486
2023		2,773,614
2024		2,591,509
2025		2,420,774
2026		2,324,416
Thereafter		2,009,075
Total undiscounted lease payments		12,791,874
Less: Imputed interest		1,316,298
Total lease liabilities	$	11,475,576

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property Plant And Equipment [Abstract]
Depreciation expense	$ 0.6	$ 0.4	$ 1.6	$ 0.9

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets
Cash and cash equivalents	$ 63,547,390	$ 50,048,657
Accounts receivable	34,485,005	33,235,745
Prepaid expenses and other	15,482,738	12,427,032
Total current assets	113,515,133	95,711,434
Property, plant and equipment, net	4,702,988	3,801,199
Restricted cash	23,178,232	26,291,269
Intangible assets, net	523,148,000	577,693,902
Goodwill	827,802,003	824,081,632
Operating lease right-of-use assets, net	10,774,839	10,499,751
Deferred tax assets	134,275,387	145,259,883
Other assets	2,499,996	2,499,996
Total noncurrent assets	1,526,381,445	1,590,127,632
Total assets	1,639,896,578	1,685,839,066
Liabilities
Accounts payable	23,250,867	20,082,651
Related party payable	100,175	17,394,125
Accrued expenses	24,714,521	26,819,083
Current operating lease liabilities	2,306,672	1,990,416
Current tax receivable agreement	24,454,088	24,495,556
Other current liabilities	4,244	1,565,931
Total current liabilities	74,830,567	92,347,762
Long-term debt	450,607,659	448,484,696
Noncurrent operating lease liabilities	9,168,904	9,090,867
Tax receivable agreement, net of current portion	166,046,812	221,332,863
Other liabilities	4,335,932	1,547,087
Total noncurrent liabilities	630,159,307	680,455,513
Total liabilities	704,989,874	772,803,275
Commitments and contingencies (Note 12)
Stockholders' equity
Additional paid-in capital	1,112,545,652	1,100,012,082
Treasury stock, 680,548 and 0 shares as of September 30, 2022 and December 31, 2021, respectively	(6,824,038)
Accumulated other comprehensive loss	(2,205)	(2,205)
Accumulated deficit	(206,507,727)	(226,015,886)
Total Repay stockholders' equity	899,220,522	874,002,841
Non-controlling interests	35,686,182	39,032,950
Total equity	934,906,704	913,035,791
Total liabilities and equity	1,639,896,578	1,685,839,066
Class A Common Stock
Stockholders' equity
Common stock value	$ 8,840	$ 8,850

Property and Equipment

9 Months Ended

Sep. 30, 2022

Property Plant And Equipment [Abstract]

Property and Equipment

7. Property and Equipment

Property and equipment consisted of the following:


	September 30,		December 31,
	2022		2021
Furniture, fixtures, and office equipment	$	3,690,453	$	2,763,380
Computers		4,857,397		3,408,336
Leasehold improvements		571,963		430,894
Total		9,119,813		6,602,610
Less: Accumulated depreciation and amortization		4,416,825		2,801,411
	$	4,702,988	$	3,801,199

Depreciation expense for property and equipment was $0.6 million and $1.6 million for the three and nine months ended September 30, 2022, respectively. Depreciation expense for property and equipment was $0.4 million and $0.9 million for the three and nine months ended September 30, 2021, respectively.

Borrowings - Summary of Borrowings under Credit Agreement (Parenthetical) (Details) - USD ($)	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Debt Instrument [Line Items]
Interest expense for the amortization of deferred debt issuance costs		$ 2,122,963	$ 1,860,299
Interest Expense
Debt Instrument [Line Items]
Interest expense for the amortization of deferred debt issuance costs	$ 700,000	$ 2,100,000		$ 2,500,000
Revolving Credit Facility
Debt Instrument [Line Items]
Variable interest rate		5.37%		2.35%

Taxation

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Taxation

15. Taxation

Repay Holdings Corporation is taxed as a corporation and is subject to paying corporate federal, state and local taxes on the income allocated to it from Hawk Parent, based upon Repay Holding Corporation’s economic interest held in

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

The Company’s effective tax rate was (9.7%) and 27.5% for the three and nine months ended September 30, 2022, respectively. The Company recorded an income tax benefit of $0.5 million and an income tax expense of $6.4 million for the three and nine months ended September 30, 2022, respectively. The effective tax rate for the three and nine months ended September 30, 2022 includes a stock-based compensation adjustments tax shortfall related to restricted stock awards vesting, which is required to be recorded discretely in the interim period in which it occurs. The effective tax rate of the Company differs from the federal statutory rate of 21% primarily due to the tax structure of the Company, the relative weighting of the noncontrolling interest, and lower income from operations over the current relevant period. The Company’s effective tax rate was 23.6% and 24.2% for the three and nine months ended September 30, 2021, respectively. The Company recorded an income tax benefit of $2.3 million and $12.3 million for the three and nine months ended September 30, 2021, respectively. The effective tax rate is dependent on many factors, including the estimated amount of income subject to income tax. As such, the effective tax rate can vary from period to period.

The Company recognized adjustments of $0.5 million and $6.4 million for the three and nine months ended September 30, 2022, respectively, of deferred tax assets related to the income tax benefit and income tax expense, respectively, derived from the net operating income generated over the same period. The Company recognized $2.3 million and $12.3 million for the three and nine months ended September 30, 2021, respectively, of deferred tax assets related to the income tax benefit derived from the net operating loss over the same period.

Deferred tax assets, net of $134.3 million as of September 30, 2022, relates primarily to the basis difference in the Company’s investment in Hawk Parent. The basis difference arose primarily as a result of the subsequent purchase of Post-Merger Repay Units by the Company pursuant to the Unit Purchase Agreements entered into in 2020 with CC Payment Holdings, LLC, an entity controlled by Corsair, and the subsequent exchanges of Post-Merger Repay Units for shares of the Company’s Class A common stock in accordance with the Exchange Agreement. In addition, as a result of the merger with BillingTree on June 15, 2021, an estimated opening deferred tax liability net of $36.1 million, as adjusted, was recorded. The merger was recognized as a Qualified Stock Purchase within the meaning of Internal Revenue Code (the “Code”) Section 338(d)(3). As such, no step up in the tax asset basis was permitted creating an estimated net deferred tax liability related to the tax asset basis difference in the investment in Hawk Parent on the opening balance sheet date.

The Company did not recognize any adjustment to the deferred tax asset (“DTA”) and offsetting deferred tax liability (“DTL”) recorded as a result of the ceiling rule limitation arising under Code Sec. 704(c) for the nine months ended September 30, 2022, to account for the portion of the Company’s outside basis in the partnership interest that it will not recover through tax deductions. 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 such, a 100% valuation allowance was recognized.

No uncertain tax positions existed as of September 30, 2022.

Tax Receivable Agreement Liability

Pursuant to the Company’s election under Section 754 of the Code, the Company expects to obtain an increase in its 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 its 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 its 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 the Company. 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 September 30, 2022, the Company had a liability of $190.5 million related to its projected obligations under the TRA, which is captioned as tax receivable agreement liability in the Company’s Unaudited Condensed Consolidated Balance Sheet. The decrease of $55.3 million in the TRA liability for the nine months ended September 30, 2022, was primarily a result of the change in the Early Termination Rate.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Schedule of Related Party Payables (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Related party payables	$ 100,175	$ 17,394,125
Ventanex
Related Party Transaction [Line Items]
Related party payables		12,746,840
CPS
Related Party Transaction [Line Items]
Related party payables	10,000	600,000
Kontrol
Related Party Transaction [Line Items]
Related party payables		850,000
Payix
Related Party Transaction [Line Items]
Related party payables		2,850,000
Other Payables to Related Parties
Related Party Transaction [Line Items]
Related party payables	$ 90,175	$ 347,285

Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).

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Total borrowings under credit facility and convertible senior debt

Commitments and Contingencies - Schedule of Operating Lease and Supplemental Information (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Operating leases:
ROU assets	$ 10,774,839	$ 10,499,751
Lease liability, current	2,306,672	1,990,416
Lease liability, long-term	9,168,904	9,090,867
Total lease liabilities	$ 11,475,576	$ 11,081,283
Weighted-average remaining lease term (in years)	4 years 10 months 24 days	5 years 2 months 12 days
Weighted-average discount rate (annualized)	4.50%	4.30%

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

Sep. 30, 2022

Dec. 31, 2021

Debt Instrument [Line Items]

$ 460,000,000

Less: Long-term loan debt issuance cost

^[1]

9,392,341

11,515,304

Total non-current borrowings

450,607,659

448,484,696

Convertible Senior Debt

Debt Instrument [Line Items]

Total borrowings under credit facility and convertible senior debt

440,000,000

Revolving Credit Facility

Debt Instrument [Line Items]

Total borrowings under credit facility and convertible senior debt

^[2]

$ 20,000,000

[1]	The Company incurred $0.7 million and $2.1 million of interest expense for the amortization of deferred debt issuance costs for the three and nine months ended September 30, 2022, respectively. The Company incurred $2.5 million of interest expense for the amortization of deferred debt issuance costs for the year ended December 31, 2021.
[2]	The revolving credit facility bears interest at variable rates, which were 5.37% and 2.35% as of September 30, 2022 and December 31, 2021, respectively.

Intangible Assets - Schedule of Estimated Amortization Expense (Details)	Sep. 30, 2022 USD ($)
Estimated Future Amortization Expense
2022	$ 23,708,983
2023	89,399,437
2024	75,379,786
2025	58,467,711
2026	55,940,944
Thereafter	$ 192,111,138

Fair Value (Tables)

9 Months Ended

Sep. 30, 2022

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

The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of the Company’s assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Condensed 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.


	September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Other assets	$	—	$	2,499,996	$	—	$	2,499,996
Total assets	$	—	$	2,499,996	$	—	$	2,499,996
Liabilities:
Contingent consideration	$	—	$	—	$	10,000	$	10,000
Borrowings		—		332,585,672		—		332,585,672
Tax receivable agreement		—		—		190,500,900		190,500,900
Total liabilities	$	—	$	332,585,672	$	190,510,900	$	523,096,572

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Other assets	$	—	$	2,499,996	$	—	$	2,499,996
Total assets	$	—	$	2,499,996	$	—	$	2,499,996
Liabilities:
Contingent consideration	$	—	$	—	$	17,046,840	$	17,046,840
Borrowings		—		401,085,634		—		401,085,634
Tax receivable agreement		—		—		245,828,419		245,828,419
Total liabilities	$	—	$	401,085,634	$	262,875,259	$	663,960,893

Schedule of Contingent Consideration Related to Previous Business Acquisitions

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


	Nine Months Ended September 30,
	2022			2021
Balance at beginning of period	$	17,046,840		$	15,800,000
Purchases		—			1,500,000
Payments		(12,746,840	)		(8,948,786	)
Valuation adjustment		(4,290,000	)		(101,214	)
Balance at end of period	$	10,000		$	8,250,000

Schedule of Carrying Value and Estimated Fair Value of Borrowings

The following table provides the carrying value and estimated fair value of borrowings. See Note 10 for further discussion on borrowings.


	September 30, 2022				December 31, 2021
	Carrying value		Fair value		Carrying value		Fair value
Revolving credit facility	$	18,029,672	$	18,029,672	$	19,209,634	$	19,209,634
2026 Notes		432,577,987		314,556,000		429,275,062		381,876,000
Total	$	450,607,659	$	332,585,672	$	448,484,696	$	401,085,634

Tax Receivable Agreement

Schedule of Contingent Consideration Related to Previous Business Acquisitions

The following table provides a rollforward of the TRA related to the acquisition and exchanges of Post-Merger Repay Units. See Note 15 for further discussion on the TRA.


	Nine Months Ended September 30,
	2022			2021
Balance at beginning of period	$	245,828,419		$	229,228,105
Purchases		153,246			2,355,180
Accretion expense		5,016,859			4,148,122
Valuation adjustment		(60,497,624	)		(4,246,627	)
Balance at end of period	$	190,500,900		$	231,484,780

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

+ References + Details

Revenue - Summary of Disaggregation of Revenue (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue
Total Revenue	$ 71,555,099	$ 61,125,384	$ 206,553,935	$ 157,057,751
Direct Relationships
Revenue
Total Revenue	68,242,368	58,771,135	195,725,438	152,813,138
Indirect Relationship
Revenue
Total Revenue	$ 3,312,731	$ 2,354,249	$ 10,828,497	$ 4,244,613

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Revenue From Contract With Customer [Abstract]

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Nov. 04, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Registrant Name	Repay Holdings Corporation
Entity Central Index Key	0001720592
Entity Tax Identification Number	98-1496050
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity File Number	001-38531
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Address, Address Line One	3 West Paces Ferry Road
Entity Address, Address Line Two	Suite 200
Entity Address, Postal Zip Code	30305
City Area Code	404
Local Phone Number	504-7472
Entity Incorporation, State or Country Code	DE
Trading Symbol	RPAY
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Address, State or Province	GA
Entity Address, City or Town	Atlanta
Class A Common Stock
Entity Common Stock, Shares Outstanding		90,689,075
Class V Common Stock
Entity Common Stock, Shares Outstanding		100

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 71,555,099	$ 61,125,384	$ 206,553,935	$ 157,057,751
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)	16,633,889	15,287,720	49,930,273	40,483,326
Selling, general and administrative	36,031,642	33,696,220	107,379,447	86,631,634
Depreciation and amortization	24,661,807	25,907,374	82,441,725	63,379,348
Change in fair value of contingent consideration	(340,000)	(1,550,000)	(4,290,000)	(101,214)
Total operating expenses	76,987,338	73,341,314	235,461,445	190,393,094
Loss from operations	(5,432,239)	(12,215,930)	(28,907,510)	(33,335,343)
Other income (expense)
Interest expense	(1,130,372)	(763,614)	(3,170,158)	(2,763,592)
Loss on extinguishment of debt				(5,940,600)
Change in fair value of tax receivable liability	11,410,730	3,410,955	55,480,765	98,505
Other income	53,616	18,816	70,440	81,352
Other loss	(3,601)	(19,041)	(153,835)	(9,099,451)
Total other income (expense)	10,330,373	2,647,116	52,227,212	(17,623,786)
Income (loss) before income tax (expense) benefit	4,898,134	(9,568,814)	23,319,702	(50,959,129)
Income tax (expense) benefit	473,909	2,260,704	(6,414,025)	12,319,951
Net income (loss)	5,372,043	(7,308,110)	16,905,677	(38,639,178)
Less: Net loss attributable to non-controlling interests	(473,160)	(1,042,074)	(2,602,482)	(4,310,144)
Net income (loss) attributable to the Company	$ 5,845,203	$ (6,266,036)	$ 19,508,159	$ (34,329,034)
Income (loss) per Class A share attributable to the Company:
Basic	$ 0.07	$ (0.07)	$ 0.22	$ (0.42)
Diluted	$ 0.05	$ (0.07)	$ 0.18	$ (0.42)
Weighted-average shares outstanding:
Basic	88,735,518	88,273,194	88,749,417	81,595,128
Diluted	110,114,054	88,273,194	110,789,646	81,595,128

Earnings Per Share - Summary of Net Income (Loss) and Weighted Average Basic and Diluted Shares Outstanding (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income (loss) before income tax expense	$ 4,898,134	$ (9,568,814)	$ 23,319,702	$ (50,959,129)
Less: Net loss attributable to non-controlling interests	(473,160)	(1,042,074)	(2,602,482)	(4,310,144)
Income tax (expense) benefit	473,909	2,260,704	(6,414,025)	12,319,951
Net income (loss) attributable to the Company	$ 5,845,203	$ (6,266,036)	$ 19,508,159	$ (34,329,034)
Basic	88,735,518	88,273,194	88,749,417	81,595,128
Add dilutive common stock equivalent shares:
Weighted average shares of Class A common stock outstanding - diluted	110,114,054	88,273,194	110,789,646	81,595,128
Basic	$ 0.07	$ (0.07)	$ 0.22	$ (0.42)
Diluted	$ 0.05	$ (0.07)	$ 0.18	$ (0.42)
Class A Common Stock
Basic	88,735,518	88,273,194	88,749,417	81,595,128
Add dilutive common stock equivalent shares:
Post-Merger Repay Units exchangeable for Class A common stock	7,883,048		7,883,048
Unvested restricted share awards of Class A common stock	396,827		1,059,661
Outstanding ESPP purchase rights for Class A common stock	3,423		2,282
2026 Notes convertible into Class A common stock	13,095,238		13,095,238
Weighted average shares of Class A common stock outstanding - diluted	110,114,054		110,789,646
Basic	$ 0.07	$ (0.07)	$ 0.22	$ (0.42)
Diluted	$ 0.05	$ (0.07)	$ 0.18	$ (0.42)

Revenue

9 Months Ended

Sep. 30, 2022

Revenue

3. Revenue

Disaggregation of revenue

The table below presents a disaggregation of revenue by direct and indirect relationships for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue
Direct relationships	$	68,242,368	$	58,771,135	$	195,725,438	$	152,813,138
Indirect relationships		3,312,731		2,354,249		10,828,497		4,244,613
Total Revenue	$	71,555,099	$	61,125,384	$	206,553,935	$	157,057,751

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

2. Basis of Presentation and Summary of Significant Accounting Policies

Unaudited Interim Condensed Consolidated Financial Statements

These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company's audited condensed consolidated financial statements and accompanying notes, which are included in the Annual Report on Form 10-K for the year ended December 31, 2021.

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

The interim condensed consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments, operations and cash flows as of and for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Repay Holdings Corporation and its (i) wholly owned subsidiary, BT Intermediate, LLC, and (ii) majority-owned subsidiary, Hawk Parent Holdings LLC, along with Hawk Parent Holdings LLC's 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, Marlin Acquirer, LLC, REPAY International LLC, REPAY Canada Solutions ULC, TriSource Solutions, LLC (“TriSource”), Mesa Acquirer, LLC, CDT Technologies LTD (“Ventanex”), Viking GP Holdings, LLC, cPayPlus, LLC (“cPayPlus”), CPS Payment Services, LLC, Media Payments, LLC (“MPI”), Custom Payment Systems, LLC, Electronic Payment Providers, LLC, Blue Cow Software, LLC, Hoot Payment Solutions, LLC, Internet Payment Exchange, LLC, Stratus Payment Solutions, LLC, Clear Payment Solutions, LLC, Harbor Acquisition LLC, Payix Holdings Incorporated and Payix Incorporated. All significant intercompany accounts and transactions have been eliminated in consolidation.

Basis of Financial Statement Presentation

The accompanying interim condensed 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 Condensed Consolidated Statements of Operations during the reporting period. Actual results could differ materially from those estimates.

Correction of Immaterial Error in Previously Issued Financial Statements

During the preparation of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, the Company identified an error in the presentation of the reclassification of net unrealized loss on cash flow hedges to other loss and its related tax expenses within the Condensed Consolidated Statements of Comprehensive Income in previous reporting periods beginning the three months ended March 31, 2021, which resulted in a decrease of Comprehensive loss attributable to the Company from ($34.3) million to ($27.9) million for the nine months ended September 30, 2021. Comprehensive loss attributable to the Company for the three months ended September 30, 2021 was not impacted. Net income (loss) for the three and nine months ended September 30, 2021 and total equity as of September 30, 2021 were not impacted. The Company assessed the materiality of the misstatement both quantitatively and qualitatively in accordance with Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections, as well as SEC Staff Accounting Bulletins No. 99, Materiality, and No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded that the misstatement was not material to the Company’s previously issued unaudited interim condensed consolidated financial statements for the prior periods and that amendments of previously filed reports were not required.

Recently Issued Accounting Pronouncements not yet Adopted

Business Combinations

In August 2021, the FASB issued Accounting Standards Update No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No. 2021-08”). ASU No. 2021-08 requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Revenue (Topic 606), and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. Amendments within ASU No. 2021-08 are required to be applied prospectively to business combinations occurring on or after the effective date of the amendments.

Fair Value - Additional Information (Details) $ in Millions	12 Months Ended
Fair Value - Additional Information (Details) $ in Millions	Dec. 31, 2021 USD ($)	Sep. 30, 2022
Tax Receivable Agreement
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
TRA, balance adjusted through accretion expense and valuation adjustment	$ 55.5
TRA, measurement input	1.58	5.78
Alternative Investment, Valuation Technique [Extensible List]		us-gaap:ValuationTechniqueDiscountedCashFlowMember
Alternative Investment, Measurement Input [Extensible List]		us-gaap:MeasurementInputDiscountRateMember
Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Contingent consideration liability, measurement input		8.30
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List]		us-gaap:ValuationTechniqueDiscountedCashFlowMember
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible List]		us-gaap:MeasurementInputDiscountRateMember
Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Contingent consideration liability, measurement input		8.30
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List]		us-gaap:ValuationTechniqueDiscountedCashFlowMember
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible List]		us-gaap:MeasurementInputDiscountRateMember
Weighted Average
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Contingent consideration liability, measurement input		8.30
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List]		us-gaap:ValuationTechniqueDiscountedCashFlowMember
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible List]		us-gaap:MeasurementInputDiscountRateMember

Derivative Instruments

9 Months Ended

Sep. 30, 2022

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Instruments

11. Derivative Instruments

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

Derivative Instruments Designated as Hedges

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

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

On February 21, 2020, the Company entered into a swap transaction with Regions Bank. On a quarterly basis, commencing on March 31, 2020 up to and including the termination date, the Company made 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, the counterparty made 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.

Both interest rate swaps were settled in January 2021, with a realized loss of $6.4 million, net of taxes of $1.7 million reclassified from Accumulated other comprehensive loss into Other loss in the Condensed Consolidated Statements of Operations for the year ended December 31, 2021.

Business Combinations - Additional Information (Details) - USD ($)				3 Months Ended		9 Months Ended
	Dec. 29, 2021	Jun. 22, 2021	Jun. 15, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Payments made to acquire business						$ 8,895,626	$ 1,500,000
Goodwill				$ 827,802,003		827,802,003		$ 824,081,632
Billing Tree
Business Acquisition [Line Items]
Payments made to acquire business			$ 505,771,139
Cash consideration			277,521,139
Goodwill			297,520,266
Goodwill expected to be deductible for tax purposes			66,500,000
Billing Tree \| Class A Common Stock
Business Acquisition [Line Items]
Business combination, stock transaction			$ 10,000,000
Kontrol
Business Acquisition [Line Items]
Payments made to acquire business		$ 7,939,373
Cash consideration		7,439,373
Goodwill		1,591,223
Goodwill expected to be deductible for tax purposes		1,100,000
Contingent earn-out right to be received		3,000,000.0
Kontrol \| Maximum
Business Acquisition [Line Items]
Contingent earn-out right to be received		$ 10,500,000
Payix
Business Acquisition [Line Items]
Payments made to acquire business	$ 98,477,972
Cash consideration	95,627,972
Goodwill	71,231,039
Goodwill expected to be deductible for tax purposes	0
Contingent earn-out right to be received	20,000,000.0
Transaction expenses related to the business combination				$ 2,500,000		$ 6,700,000
Payix \| Maximum
Business Acquisition [Line Items]
Contingent earn-out right to be received	$ 20,000,000.0
Ventanex
Business Acquisition [Line Items]
Transaction expenses related to the business combination					$ 2,700,000		3,700,000
cPayPlus
Business Acquisition [Line Items]
Transaction expenses related to the business combination					2,700,000		3,700,000
CPS Payment Services LLC and Media Payments, LLC
Business Acquisition [Line Items]
Transaction expenses related to the business combination					$ 2,700,000		$ 3,700,000

Fair Value

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value

6. Fair Value


	September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Other assets	$	—	$	2,499,996	$	—	$	2,499,996
Total assets	$	—	$	2,499,996	$	—	$	2,499,996
Liabilities:
Contingent consideration	$	—	$	—	$	10,000	$	10,000
Borrowings		—		332,585,672		—		332,585,672
Tax receivable agreement		—		—		190,500,900		190,500,900
Total liabilities	$	—	$	332,585,672	$	190,510,900	$	523,096,572

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Other assets	$	—	$	2,499,996	$	—	$	2,499,996
Total assets	$	—	$	2,499,996	$	—	$	2,499,996
Liabilities:
Contingent consideration	$	—	$	—	$	17,046,840	$	17,046,840
Borrowings		—		401,085,634		—		401,085,634
Tax receivable agreement		—		—		245,828,419		245,828,419
Total liabilities	$	—	$	401,085,634	$	262,875,259	$	663,960,893

Other assets

Other assets contain a minority equity investment in a privately-held company. The Company elected a measurement alternative for measuring this investment, in which the carrying amount is adjusted based on any observable price changes in orderly transactions. The investment is classified as Level 2 as observable adjustments to value are infrequent and occur in an inactive market.

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 within Related party payable in the Condensed Consolidated Balance Sheets. 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 value of contingent consideration is classified within Level 3 of the fair value hierarchy, under ASC 820, Fair Value Measurement (“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 8.30% to 8.30% and weighted average of 8.30% 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.


	Nine Months Ended September 30,
	2022			2021
Balance at beginning of period	$	17,046,840		$	15,800,000
Purchases		—			1,500,000
Payments		(12,746,840	)		(8,948,786	)
Valuation adjustment		(4,290,000	)		(101,214	)
Balance at end of period	$	10,000		$	8,250,000

Borrowings

The revolving credit facility, 2026 Notes and term loan are measured at amortized cost, which the carrying value is unpaid principal net of unamortized debt discount and debt issuance costs. The carrying value of the revolving credit facility approximates fair value because its interest rate approximates market interest rates. The estimated fair value of the 2026 Notes is determined using the quoted prices from over-the-counter markets. The estimated fair value of the Company’s borrowings is classified within Level 2 of the fair value hierarchy, as the market interest rates and quoted prices are generally observable and do not contain a high level of subjectivity.

The following table provides the carrying value and estimated fair value of borrowings. See Note 10 for further discussion on borrowings.


	September 30, 2022				December 31, 2021
	Carrying value		Fair value		Carrying value		Fair value
Revolving credit facility	$	18,029,672	$	18,029,672	$	19,209,634	$	19,209,634
2026 Notes		432,577,987		314,556,000		429,275,062		381,876,000
Total	$	450,607,659	$	332,585,672	$	448,484,696	$	401,085,634

Tax Receivable Agreement

Upon the completion of the Business Combination, the Company entered into the Tax Receivable Agreement (the “TRA”) with holders of Post-Merger Repay Units. As a result of the TRA, the Company established a liability in its condensed 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, as defined in the TRA, to determine the present value, based on a risk-free rate plus a spread, pursuant to the TRA. A rate of 5.78% was applied to the forecasted TRA payments at September 30, 2022, 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 was adjusted by $55.5 million through accretion expense and a valuation adjustment, related to an increase in the discount rate, which was 1.58% as of December 31, 2021.

The following table provides a rollforward of the TRA related to the acquisition and exchanges of Post-Merger Repay Units. See Note 15 for further discussion on the TRA.


	Nine Months Ended September 30,
	2022			2021
Balance at beginning of period	$	245,828,419		$	229,228,105
Purchases		153,246			2,355,180
Accretion expense		5,016,859			4,148,122
Valuation adjustment		(60,497,624	)		(4,246,627	)
Balance at end of period	$	190,500,900		$	231,484,780

Organizational Structure and Corporate Information

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

+ References + Details

Organizational Structure and Corporate Information

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

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 to Repay Holdings Corporation and its consolidated subsidiaries.

The Company is headquartered in Atlanta, Georgia.

Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($)	Total	Common Stock Class A Common Stock	Common Stock Class V Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Deficit	Accumulated Other Comprehensive (Loss) Income	Non-controlling Interests
Balance at Dec. 31, 2020	$ 556,182,071	$ 7,125		$ 691,675,072		$ (175,931,713)	$ (6,436,763)	$ 46,868,350
Balance, shares at Dec. 31, 2020		71,244,682	100
Issuance of new shares	370,348,361	$ 1,629		371,048,331				(701,599)
Issuance of new shares, shares		16,295,802
Exchange of Post-Merger Repay Units	2	$ 41		2,331,445				(2,331,484)
Exchange of Post-Merger Repay Units Shares		407,584
Release of share awards vested under Incentive Plan		$ 49		(49)
Release of share awards vested under Incentive Plan, shares		496,633
Shares repurchased under Incentive Plan	(2,975,990)	$ (12)		(2,984,671)				8,693
Shares repurchased under Incentive Plan , Shares		(121,633)
Stock-based compensation	16,229,385			16,256,475				(27,090)
Tax distribution from Hawk Parent	(62,327)							(62,327)
Valuation allowance on Ceiling Rule DTA	14,120,217			14,120,217
Net income (loss)	(38,639,178)					(34,329,034)		(4,310,144)
Other comprehensive income (loss)	7,644,501						6,436,763	1,207,738
Balance at Sep. 30, 2021	922,847,042	$ 8,832		1,092,446,820		(210,260,747)		40,652,137
Balance, shares at Sep. 30, 2021		88,323,068	100
Balance at Jun. 30, 2021	910,974,448	$ 8,822		1,073,163,704		(203,994,711)		41,796,633
Balance, shares at Jun. 30, 2021		88,222,430	100
Exchange of Post-Merger Repay Units		$ 1		37,943				(37,944)
Exchange of Post-Merger Repay Units Shares		7,317
Release of share awards vested under Incentive Plan		$ 11		(11)
Release of share awards vested under Incentive Plan, shares		112,416
Shares repurchased under Incentive Plan	(455,670)	$ (2)		(458,150)				2,482
Shares repurchased under Incentive Plan , Shares		(19,095)
Stock-based compensation	5,573,297			5,577,930				(4,633)
Tax distribution from Hawk Parent	(62,327)							(62,327)
Valuation allowance on Ceiling Rule DTA	14,125,404			14,125,404
Net income (loss)	(7,308,110)					(6,266,036)		(1,042,074)
Balance at Sep. 30, 2021	922,847,042	$ 8,832		1,092,446,820		(210,260,747)		40,652,137
Balance, shares at Sep. 30, 2021		88,323,068	100
Balance at Dec. 31, 2021	913,035,791	$ 8,850		1,100,012,082		(226,015,886)	(2,205)	39,032,950
Balance, shares at Dec. 31, 2021		88,502,621	100
Exchange of Post-Merger Repay Units		$ 4		209,881				(209,885)
Exchange of Post-Merger Repay Units Shares		43,528
Release of share awards vested under Incentive Plan and shares purchased under ESPP		$ 70		(70)
Release of share awards vested under Incentive Plan and shares purchased under ESPP, shares		689,254
Shares Repurchased Under Incentive Plan and ESPP	(1,981,261)	$ (16)		(1,977,831)				(3,414)
Shares repurchased under incentive Plan and ESPP , Shares		(157,065)
Treasury shares repurchased	(6,831,023)	$ (68)			$ (6,824,038)			(6,917)
Treasury shares repurchased, shares		(680,548)
Stock-based compensation	14,265,373			14,301,590				(36,217)
Tax distribution from Hawk Parent	(487,854)							(487,854)
Net income (loss)	16,905,677					19,508,159		(2,602,482)
Balance at Sep. 30, 2022	934,906,704	$ 8,840		1,112,545,652	$ (6,824,038)	(206,507,727)	(2,205)	35,686,182
Balance, shares at Sep. 30, 2022		88,397,790	100		(6,824,038)
Balance at Jun. 30, 2022	930,214,613	$ 8,889		1,107,431,623	$ (1,151,532)	(212,352,930)	(2,205)	36,280,768
Balance, shares at Jun. 30, 2022		88,892,919	100
Release of share awards vested under Incentive Plan		$ 12		(12)
Release of share awards vested under Incentive Plan, shares		114,884
Shares repurchased under Incentive Plan	(141,414)	$ (3)		(135,663)				(5,748)
Shares repurchased under Incentive Plan , Shares		(30,268)
Treasury shares repurchased	(5,685,675)	$ (58)			(5,672,506)			(13,111)
Treasury shares repurchased, shares		(579,745)
Stock-based compensation	5,249,084			5,249,704				(620)
Tax distribution from Hawk Parent	(101,948)							(101,948)
Net income (loss)	5,372,043					5,845,203		(473,160)
Balance at Sep. 30, 2022	$ 934,906,704	$ 8,840		$ 1,112,545,652	$ (6,824,038)	$ (206,507,727)	$ (2,205)	$ 35,686,182
Balance, shares at Sep. 30, 2022		88,397,790	100		(6,824,038)

Earnings Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Earnings Per Share

4. Earnings Per Share

During the three and nine months ended September 30, 2021, basic and diluted net loss per common share are the same since the inclusion of the assumed exchange of all limited liability company interests of Hawk Parent (“Post-Merger Repay Units”), unvested restricted share awards and the Company’s Convertible Senior Notes due 2026 (“2026 Notes”) would have been anti-dilutive.

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Income (loss) before income tax expense	$	4,898,134		$	(9,568,814	)	$	23,319,702		$	(50,959,129	)
Less: Net loss attributable to non-controlling interests		(473,160	)		(1,042,074	)		(2,602,482	)		(4,310,144	)
Income tax (expense) benefit		473,909			2,260,704			(6,414,025	)		12,319,951
Net (loss) income attributable to the Company	$	5,845,203		$	(6,266,036	)	$	19,508,159		$	(34,329,034	)

Weighted average shares of Class A common stock outstanding - basic		88,735,518			88,273,194			88,749,417			81,595,128
Add weighted average effect of dilutive common stock equivalent shares:
Post-Merger Repay Units exchangeable for Class A common stock		7,883,048						7,883,048
Unvested restricted share awards of Class A common stock		396,827						1,059,661
Outstanding ESPP purchase rights for Class A common stock		3,423						2,282
2026 Notes convertible into Class A common stock		13,095,238						13,095,238
Weighted average shares of Class A common stock outstanding - diluted		110,114,054			88,273,194			110,789,646			81,595,128

Income (loss) per share of Class A common stock outstanding - basic	$	0.07		$	(0.07	)	$	0.22		$	(0.42	)
Income (loss) per share of Class A common stock outstanding - diluted	$	0.05		$	(0.07	)	$	0.18		$	(0.42	)


	Three Months Ended September 30,		Nine Months Ended September 30,
	2021		2021
Post-Merger Repay Units exchangeable for Class A common stock		7,926,576		7,926,576
Unvested restricted share awards of Class A common stock		2,850,220		2,850,220
2026 Notes convertible into Class A common stock		13,095,238		13,095,238
Share equivalents excluded from earnings (loss) per share		23,872,034		23,872,034

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.

Borrowings

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Borrowings

10. Borrowings

Successor Credit Agreement

The Company entered into a Revolving Credit and Term Loan Agreement (as 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 (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, the Company entered into an agreement with Truist Bank and other members of its existing bank group to amend and upsize the Successor Credit Agreement from $230.0 million to $346.0 million. The Successor Credit Agreement is collateralized by substantially all of the Company’s assets, and includes restrictive qualitative and quantitative covenants, as defined in the Successor Credit Agreement.

On January 20, 2021, the Company used a portion of the proceeds from the 2026 Notes 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.

Amended Credit Agreement

On February 3, 2021, the Company announced the closing of a new undrawn $125.0 million senior secured revolving credit facility through Truist Bank (the “Amended Credit Agreement”). The Amended Credit Agreement replaces the Company’s Successor Credit Agreement, which included an undrawn $30.0 million Revolving Credit Facility.

On December 29, 2021, the Company increased its existing senior secured credit facility by $60.0 million to provide for a $185.0 million revolving credit facility in favor of Hawk Parent pursuant to an amendment to the Amended Credit Agreement. The revolving credit facility is guaranteed by Repay Holdings Corporation and certain of its subsidiaries. The Company was in compliance with its restrictive covenants under the Amended Credit Agreement at September 30, 2022.

As of September 30, 2022, the Company had $20.0 million drawn against the revolving credit facility at a variable interest rate of 2.25% plus 1-month LIBOR due 2026. The Company paid $0.2 million and $0.5 million in fees related to unused commitments for the three and nine months ended September 30, 2022, respectively. The Company paid $0.1 million and $0.3 million in fees related to unused commitments for the three and nine months ended September 30, 2021, respectively. The Company’s interest expense on the revolving credit facility totaled $0.2 million and $0.5 million for the three and nine months ended September 30, 2022, respectively. The Company’s interest expense on the line of credit totaled $0 for both the three and nine months ended September 30, 2021.

Convertible Senior Debt

On January 19, 2021, the Company issued $440.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2026 in a private placement. The conversion rate of any 2026 Notes was 29.7619 shares of Class A common stock per $1,000 principal amount of 2026 Notes (equivalent to an initial conversion price of approximately $33.60 per share of Class A common stock). Upon conversion of the 2026 Notes, the Company may choose to pay or deliver cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock. The 2026 Notes will mature on February 1, 2026, unless earlier converted, repurchased or redeemed. Subject to Nasdaq requirements, the Company controls the conversion rights prior to November 3, 2025, unless a fundamental change or an event of default occurs.

During the nine months ended September 30, 2022, the conversion contingencies of the 2026 Notes were not met, and the conversion terms of the 2026 Notes were not significantly changed.

The following table summarizes the total borrowings under the Amended Credit Agreement and 2026 Notes:


	September 30, 2022		December 31, 2021
Non-current indebtedness:
Revolving Credit Facility (1)	$	20,000,000	$	20,000,000
Convertible Senior Debt		440,000,000		440,000,000
Total borrowings under credit facility and convertible senior debt		460,000,000		460,000,000
Less: Long-term loan debt issuance cost (2)		9,392,341		11,515,304
Total non-current borrowings	$	450,607,659	$	448,484,696

(1)

The revolving credit facility bears interest at variable rates, which were 5.37% and 2.35% as of September 30, 2022 and December 31, 2021, respectively.

(2)

The Company incurred $0.7 million and $2.1 million of interest expense for the amortization of deferred debt issuance costs for the three and nine months ended September 30, 2022, respectively. The Company incurred $2.5 million of interest expense for the amortization of deferred debt issuance costs for the year ended December 31, 2021.

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


2022	$	—
2023		—
2024		—
2025		—
2026		460,000,000
	$	460,000,000

Derivative Instruments - Additional Information (Details) - USD ($)		1 Months Ended	12 Months Ended
	Feb. 21, 2020	Oct. 31, 2019	Dec. 31, 2021	Sep. 30, 2020
Derivative Instruments Gain Loss [Line Items]
Notional amount	$ 65,000,000.0
Swap Transaction
Derivative Instruments Gain Loss [Line Items]
Notional amount				$ 30,000,000.0
Regions Bank \| Interest Rate Swap
Derivative Instruments Gain Loss [Line Items]
Notional amount		$ 140,000,000.0
Variable-rate term loan		$ 140,000,000.0
Term of agreement		5 years
Regions Bank \| Swap Transaction
Derivative Instruments Gain Loss [Line Items]
Notional amount	$ 30,000,000.0			65,000,000.0
Swap transaction inception date	Mar. 31, 2020
Derivative, Notional Amount			$ 6,400,000
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]			Other Nonoperating Expense
Regions Bank \| Swap Transaction \| Net of Taxes
Derivative Instruments Gain Loss [Line Items]
Reclassified from Accumulated other comprehensive loss into Consolidated Statements of Operations,			$ 1,700,000
Regions Bank \| Swap Transaction \| LIBOR
Derivative Instruments Gain Loss [Line Items]
Notional amount	$ 30,000,000.0			$ 65,000,000.0

Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended		9 Months Ended
	Apr. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Transaction costs incurred on behalf of related parties		$ 2.6	$ 2.7	$ 8.5	$ 5.6
Receivables from related parties		0.3		0.3		$ 0.3
Related party owed to employees		0.0		0.0		0.0
Ventanex
Related Party Transaction [Line Items]
Payment to related party	$ 12.7
C P S Kontrol and Payix
Related Party Transaction [Line Items]
Contingent consideration payable to related parties		$ 0.1		$ 0.1		$ 17.4

Borrowings (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Summary of Borrowings under Credit Agreement

The following table summarizes the total borrowings under the Amended Credit Agreement and 2026 Notes:


	September 30, 2022		December 31, 2021
Non-current indebtedness:
Revolving Credit Facility (1)	$	20,000,000	$	20,000,000
Convertible Senior Debt		440,000,000		440,000,000
Total borrowings under credit facility and convertible senior debt		460,000,000		460,000,000
Less: Long-term loan debt issuance cost (2)		9,392,341		11,515,304
Total non-current borrowings	$	450,607,659	$	448,484,696

(1)

The revolving credit facility bears interest at variable rates, which were 5.37% and 2.35% as of September 30, 2022 and December 31, 2021, respectively.

(2)

Summary of Principal Maturities of Long-term Debt

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


2022	$	—
2023		—
2024		—
2025		—
2026		460,000,000
	$	460,000,000

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

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