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United States securities and exchange commission logo
October 2, 2023
John Morris
Chief Executive Officer
Repay Holdings Corporation
3 West Paces Ferry Road, Suite 200
Atlanta, GA 30305
Re: Repay Holdings
Corporation
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed March 1, 2023
File No. 001-38531
Dear John Morris:
We have reviewed your
filing and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures, page 45
1. We note that you adjust
for Other non-recurring charges in calculating your adjusted
EBITDA and adjusted net
income, which include one-time settlement payments to
certain clients and
partners and non-recurring performance incentives to employees.
Please tell us the
nature and the amounts of these adjustments and explain in further detail
why you believe it is
appropriate to eliminate these amounts in determining adjusted
EBITDA and adjusted net
income.
2. Please tell us how you
determined that removing the effects of non-cash rent expense in
arriving at adjusted
EBITDA and adjusted net income does not substitute individually-
tailored recognition
and measurement methods for GAAP and tell us the amount of such
item included in the
adjustment for "other non-recurring charges" during each period
presented.
Alternatively, confirm that you will no longer include this adjustment. Refer
to
John Morris
Repay Holdings Corporation
October 2, 2023
Page 2
Question 100.04 of the Non-GAAP Financial Measures Compliance and
Disclosure
Interpretations.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Keira Nakada at 202-551-3659 or Linda Cvrkel at
202-551-3813 if you
have any questions.
FirstName LastNameJohn Morris Sincerely,
Comapany NameRepay Holdings Corporation
Division of
Corporation Finance
October 2, 2023 Page 2 Office of Trade &
Services
FirstName LastName