8-K
false000172059200017205922024-02-292024-02-29

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 29, 2024

 

 

REPAY HOLDINGS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-38531

98-1496050

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

3 West Paces Ferry Road

Suite 200

 

Atlanta, Georgia

 

30305

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 404 504-7472

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

 

RPAY

 

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 2.02. Results of Operations and Financial Condition.

 

On February 29, 2024, Repay Holdings Corporation (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter and year ended December 31, 2023.

 

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 2.02. As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 7.01. Regulation FD Disclosure.

 

On February 29, 2024, the Company provided supplemental information regarding its business and operations in an earnings supplement and investor presentation that will be made available on the investor relations section of the Company’s website.

 

Copies of the earnings supplement and investor presentation are attached hereto as Exhibits 99.2 and 99.3 and are hereby incorporated by reference in this Item 7.01. As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1*

Press release issued February 29, 2024 by Repay Holdings Corporation

99.2*

 

Earnings Supplement, dated February 2024

99.3*

 

Investor Presentation, dated February 2024

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

*

Filed herewith

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Repay Holdings Corporation

Dated: February 29, 2024

By:

/s/ Timothy J. Murphy

Timothy J. Murphy

Chief Financial Officer

 


EX-99.1

Exhibit 99.1

REPAY Reports Fourth Quarter and Full Year 2023 Financial Results

 

Gross Profit Growth of 2% in Q4 and 6% Full Year 2023

Normalized Organic Gross Profit Growth1 of 13% in Q4 and 13% for Full Year 2023

Provides 2024 Outlook for Acceleration in Free Cash Flow Conversion

 

ATLANTA, February 29, 2024 -- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today reported financial results for its fourth quarter and full year ended December 31, 2023.

 

Fourth Quarter 2023 Financial Highlights

 

($ in millions)

 

Q4 2022

 

 

Q1 2023

 

 

Q2 2023

 

 

Q3 2023

 

 

Q4 2023

 

 

YoY
Change

Card payment volume

 

$

6,611.8

 

 

$

6,591.3

 

 

$

6,254.4

 

 

$

6,401.3

 

 

$

6,421.0

 

 

(3%)

Revenue

 

 

72.7

 

 

 

74.5

 

 

 

71.8

 

 

 

74.3

 

 

 

76.0

 

 

5%

Gross profit (1)

 

 

57.8

 

 

 

56.6

 

 

 

54.9

 

 

 

56.7

 

 

 

58.7

 

 

2%

Net loss (2)

 

 

(8.2

)

 

 

(27.9

)

 

 

(5.3

)

 

 

(6.5

)

 

 

(77.7

)

 

-

Adjusted EBITDA (3)

 

 

36.0

 

 

 

31.2

 

 

 

30.3

 

 

 

31.9

 

 

 

33.5

 

 

(7%)

 

(1)
Gross profit represents revenue less costs of services (exclusive of depreciation and amortization).
(2)
During the fourth quarter of 2023, Net loss was impacted by a $75.7 million goodwill impairment loss. Further information about this non-cash impairment loss can be found in our Annual Report on Form 10-K for the year ended December 31, 2023.
(3)
Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” and the reconciliation of Adjusted EBITDA to its most comparable GAAP measure provided below for additional information.


“We closed out the year seeing the continued demand from existing clients adopting more payment capabilities, and new clients demonstrating the need for our powerful payment technology. REPAY delivered solid performance in the fourth quarter, with normalized organic revenue and gross profit growth
1 of 14% and 13%, respectively,” said John Morris, CEO of REPAY. We have become a one-stop platform to optimize payment streams and are consistently working to capture new payment flows while enhancing client relationships with many value-added services.”

 

Fourth Quarter 2023 Business Highlights

 

The Company's achievements in the quarter, including those highlighted below, reinforce management's belief in the ability of the Company to drive durable and sustained growth across REPAY's diversified business model.

13% year-over-year normalized organic gross profit growth1 in Q4
Consumer Payments organic gross profit growth1 of approximately 13% year-over-year
Business Payments normalized organic gross profit growth1 of approximately 25% year-over-year
Accelerated AP supplier network to over 261,000, an increase of over 60% year-over-year
Added five new integrated software partners to bring the total to 262 software relationships as of the end of the full year

 

1 Normalized organic revenue growth, organic gross profit growth and normalized organic gross profit growth are non-GAAP financial measures. See “Non-GAAP Financial Measures” and the reconciliation to their most comparable GAAP measure provided below for additional information.


 

Increased instant funding transactions by approximately 45% year-over-year in Q4 and 50% for the full year
The Company now serves over 276 Credit Unions, an increase of approximately 15% year-over-year

Segments

 

The Company reports its financial results based on two reportable segments.

 

Consumer Payments The Consumer Payments segment provides payment processing solutions (including debit and credit card processing, Automated Clearing House (“ACH”) processing and other electronic payment acceptance solutions, as well as REPAY’s loan disbursement product) that enable its clients to collect payments and disburse funds to consumers and includes its clearing and settlement solutions (“RCS”). RCS is REPAY’s proprietary clearing and settlement platform through which it markets customizable payment processing programs to other ISOs and payment facilitators. The strategic vertical markets served by the Consumer Payments segment primarily include personal loans, automotive loans, receivables management, credit unions, mortgage servicing, consumer healthcare and diversified retail.

 

Business Payments The Business Payments segment provides payment processing solutions (including accounts payable automation, debit and credit card processing, virtual credit card processing, ACH processing and other electronic payment acceptance solutions) that enable REPAY’s clients to collect or send payments to other businesses. The strategic vertical markets served within the Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, media, homeowner association management and hospitality.

 

Segment Card Payment Volume, Revenue, Gross Profit, and Gross Profit Margin

 

 

 

Three Months Ended December 31,

 

 

 

 

Year Ended December 31,

 

 

 

($ in thousand)

 

2023 (Unaudited)

 

 

2022 (Unaudited)

 

 

% Change

 

2023

 

 

2022

 

 

% Change

Card payment volume

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Payments

 

$

5,361,683

 

 

$

5,009,527

 

 

7%

 

$

21,419,047

 

 

$

20,156,495

 

 

6%

Business Payments

 

 

1,059,276

 

 

 

1,602,295

 

 

(34%)

 

 

4,248,916

 

 

 

5,482,359

 

 

(22%)

Total card payment volume

 

$

6,420,959

 

 

$

6,611,822

 

 

(3%)

 

$

25,667,963

 

 

$

25,638,854

 

 

0%

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Payments

 

$

71,124

 

 

$

64,300

 

 

11%

 

$

275,708

 

 

$

248,191

 

 

11%

Business Payments

 

 

9,850

 

 

 

12,334

 

 

(20%)

 

 

38,058

 

 

 

42,600

 

 

(11%)

Elimination of intersegment revenues

 

 

(4,987

)

 

 

(3,961

)

 

 

 

 

(17,139

)

 

 

(11,564

)

 

 

Total revenue

 

$

75,987

 

 

$

72,673

 

 

5%

 

$

296,627

 

 

$

279,227

 

 

6%

Gross profit (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Payments

 

$

56,168

 

 

$

53,090

 

 

6%

 

$

216,096

 

 

$

195,542

 

 

11%

Business Payments

 

 

7,545

 

 

 

8,648

 

 

(13%)

 

 

27,967

 

 

 

30,423

 

 

(8%)

Elimination of intersegment revenues

 

 

(4,987

)

 

 

(3,961

)

 

 

 

 

(17,139

)

 

 

(11,564

)

 

 

Total gross profit

 

$

58,726

 

 

$

57,777

 

 

2%

 

$

226,924

 

 

$

214,401

 

 

6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total gross profit margin (2)

 

77%

 

 

80%

 

 

 

 

77%

 

 

77%

 

 

 

(1)
Gross profit represents revenue less costs of services (exclusive of depreciation and amortization).
(2)
Gross profit margin represents total gross profit / total revenue.

 


 

2024 Outlook

 

“In 2024, we expect Adjusted EBITDA to grow faster than gross profit, and we also expect to reduce capital expenditures, leading to an acceleration of cash conversion,” said Tim Murphy, CFO of REPAY. “We expect Free Cash Flow Conversion to improve throughout 2024 as we realize the benefits from investments we’ve made in sales, product, and technology over the past several years. We have always focused on profitable growth, refining processes across the business where we can scale through automation while also maintaining investments towards innovation.”

 

REPAY expects the following financial results for full year 2024.

 

 

Full Year 2024 Outlook

Revenue

$314 - 320 million

Gross Profit

$245 - 250 million

Adjusted EBITDA

$139 - 142 million

Free Cash Flow Conversion

~ 60%

REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as forecasted 2024 Adjusted EBITDA and Free Cash Flow Conversion, to the most directly comparable GAAP financial measure, because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have a significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading.

 

Conference Call

 

REPAY will host a conference call to discuss fourth quarter and full year 2023 financial results today, February 29, 2024 at 5:00 pm ET. Hosting the call will be John Morris, CEO, and Tim Murphy, CFO. The call will be webcast live from REPAY’s investor relations website at https://investors.repay.com/investor-relations. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13743368. The replay will be available at https://investors.repay.com/investor-relations.

 

Non-GAAP Financial Measures

 

This report includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as loss on business disposition, non-cash change in fair value of contingent consideration, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs and other non-recurring charges. Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, loss on business disposition, non-cash charges and/or non-recurring charges, such as non-cash change in fair value of contingent consideration, non-cash impairment loss, non-cash change in fair value of

 


 

assets and liabilities, share-based compensation expense, transaction expenses, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding units exchangeable for shares of Class A common stock) for the three months and years ended December 31, 2023 and 2022 (excluding shares subject to forfeiture). Normalized organic revenue growth is a non-GAAP financial measure that represents year-on-year revenue growth that excludes incremental revenue attributable to acquisitions, dispositions and REPAY’s media payments business related to the cyclical political media spending in the applicable prior period or any subsequent period. Organic gross profit growth is a non-GAAP financial measure that represents year-on-year gross profit growth that excludes incremental gross profit attributable to acquisitions and divestitures made in the applicable prior period or any subsequent period. Normalized organic gross profit growth is a non-GAAP financial measure that represents year-on-year organic gross profit growth that excludes incremental gross profit attributable to REPAY’s media payments business related to the cyclical political media spending in the applicable prior period or any subsequent period. Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. REPAY believes that Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per share, normalized organic revenue growth, organic gross profit growth, normalized organic gross profit growth, Free Cash Flow and Free Cash Flow Conversion provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP.

 

 

 


 

Forward-Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “guidance,” “will likely result,” “are expected to,” “will continue,” “should,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, REPAY’s 2024 outlook and other financial guidance, expected demand on REPAY’s product offering, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities, and REPAY’s business strategy and the plans and objectives of management for future operations. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control.

 

In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2023, and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls.

 

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

 


 

 

About REPAY

 

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.

 

Contacts

Investor Relations Contact for REPAY:

ir@repay.com

 

Media Relations Contact for REPAY:

Kristen Hoyman

(404) 637-1665

khoyman@repay.com

 


 

 

Consolidated Statements of Operations

 

 

 

Three Months ended December 31,

 

 

Year ended December 31,

 

($ in thousands, except per share data)

 

2023 (Unaudited)

 

 

2022 (Unaudited)

 

 

2023

 

 

2022

 

Revenue

 

$

75,987

 

 

$

72,673

 

 

$

296,627

 

 

$

279,227

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Costs of services (exclusive of depreciation and amortization shown separately below)

 

$

17,261

 

 

 

14,896

 

 

$

69,703

 

 

$

64,826

 

Selling, general and administrative

 

 

36,679

 

 

 

41,682

 

 

 

148,653

 

 

 

149,061

 

Depreciation and amortization

 

 

24,711

 

 

 

25,309

 

 

 

103,857

 

 

 

107,751

 

Change in fair value of contingent consideration

 

 

 

 

 

990

 

 

 

 

 

 

(3,300

)

Loss on business disposition

 

 

 

 

 

 

 

 

10,027

 

 

 

 

Impairment loss

 

 

75,750

 

 

 

8,090

 

 

 

75,800

 

 

 

8,090

 

Total operating expenses

 

$

154,401

 

 

$

90,967

 

 

$

408,040

 

 

$

326,428

 

Loss from operations

 

$

(78,414

)

 

$

(18,294

)

 

$

(111,413

)

 

$

(47,201

)

Interest (expense) income, net

 

 

365

 

 

 

(1,117

)

 

 

(1,048

)

 

 

(4,245

)

Change in fair value of tax receivable liability

 

 

(2,903

)

 

 

11,390

 

 

 

(6,619

)

 

 

66,871

 

Other (loss) income

 

 

(145

)

 

 

(384

)

 

 

(455

)

 

 

(510

)

Total other income (expense)

 

 

(2,683

)

 

 

9,889

 

 

 

(8,122

)

 

 

62,116

 

Income (loss) before income tax benefit (expense)

 

 

(81,097

)

 

 

(8,405

)

 

 

(119,535

)

 

 

14,915

 

Income tax benefit (expense)

 

 

3,423

 

 

 

240

 

 

 

2,115

 

 

 

(6,174

)

Net income (loss)

 

$

(77,674

)

 

$

(8,165

)

 

$

(117,420

)

 

$

8,741

 

Net loss attributable to non-controlling interest

 

 

(4,387

)

 

 

(1,493

)

 

 

(6,930

)

 

 

(4,095

)

Net income (loss) attributable to the Company

 

$

(73,287

)

 

$

(6,672

)

 

$

(110,490

)

 

$

12,836

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares of Class A common stock outstanding - basic

 

 

91,206,870

 

 

 

88,519,236

 

 

 

90,048,638

 

 

 

88,792,453

 

Weighted-average shares of Class A common stock outstanding - diluted

 

 

91,206,870

 

 

 

88,519,236

 

 

 

90,048,638

 

 

 

110,671,731

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per Class A share - basic

 

$

(0.80

)

 

$

(0.08

)

 

$

(1.23

)

 

$

0.14

 

Income (loss) per Class A share - diluted

 

$

(0.80

)

 

$

(0.08

)

 

$

(1.23

)

 

$

0.12

 

 

 

 

 


 

Consolidated Balance Sheets

 

($ in thousands)

 

December 31, 2023

 

 

December 31, 2022

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

118,096

 

 

$

64,895

 

Accounts receivable

 

 

36,017

 

 

 

33,544

 

Prepaid expenses and other

 

 

15,209

 

 

 

18,213

 

Total current assets

 

 

169,322

 

 

 

116,652

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

3,133

 

 

 

4,375

 

Restricted cash

 

 

26,049

 

 

 

28,668

 

Intangible assets, net

 

 

447,141

 

 

 

500,575

 

Goodwill

 

 

716,793

 

 

 

827,813

 

Operating lease right-of-use assets, net

 

 

8,023

 

 

 

9,847

 

Deferred tax assets

 

 

146,872

 

 

 

136,370

 

Other assets

 

 

2,500

 

 

 

2,500

 

Total noncurrent assets

 

 

1,350,511

 

 

 

1,510,148

 

Total assets

 

$

1,519,833

 

 

$

1,626,800

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Accounts payable

 

$

22,030

 

 

$

21,781

 

Related party payable

 

 

 

 

 

1,000

 

Accrued expenses

 

 

32,906

 

 

 

29,016

 

Current operating lease liabilities

 

 

1,629

 

 

 

2,263

 

Current tax receivable agreement

 

 

580

 

 

 

24,454

 

Other current liabilities

 

 

318

 

 

 

3,593

 

Total current liabilities

 

 

57,463

 

 

 

82,107

 

 

 

 

 

 

 

 

Long-term debt

 

 

434,166

 

 

 

451,319

 

Noncurrent operating lease liabilities

 

 

7,247

 

 

 

8,295

 

Tax receivable agreement, net of current portion

 

 

188,331

 

 

 

154,673

 

Other liabilities

 

 

1,838

 

 

 

2,113

 

Total noncurrent liabilities

 

 

631,582

 

 

 

616,400

 

Total liabilities

 

$

689,045

 

 

$

698,507

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized, 92,220,494 issued and 90,803,984 outstanding as of December 31, 2023; 89,354,754 issued and 88,276,613 outstanding as of December 31, 2022

 

 

9

 

 

 

9

 

Class V common stock, $0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of December 31, 2023 and 2022

 

 

 

 

 

 

Treasury stock, 1,416,510 and 1,078,141 shares as of December 31, 2023 and December 31, 2022, respectively

 

 

(12,528

)

 

 

(10,000

)

Additional paid-in capital

 

 

1,151,327

 

 

 

1,117,736

 

Accumulated other comprehensive loss

 

 

(3

)

 

 

(3

)

Accumulated deficit

 

 

(323,670

)

 

 

(213,180

)

Total Repay stockholders’ equity

 

 

815,135

 

 

 

894,562

 

Non-controlling interests

 

 

15,653

 

 

 

33,731

 

Total equity

 

$

830,788

 

 

$

928,293

 

Total liabilities and equity

 

$

1,519,833

 

 

$

1,626,800

 

 

 

 


 

Consolidated Statements of Cash Flows

 

 

 

Year Ended December 31,

 

($ in thousands)

 

2023

 

 

2022

 

Cash flows from operating activities

 

 

 

 

 

 

Net income (loss)

 

$

(117,420

)

 

$

8,741

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

103,857

 

 

 

107,751

 

Stock based compensation

 

 

22,156

 

 

 

20,255

 

Amortization of debt issuance costs

 

 

2,847

 

 

 

2,834

 

Loss on business disposition

 

 

10,027

 

 

 

 

Other loss

 

 

238

 

 

 

245

 

Fair value change in tax receivable agreement liability

 

 

6,619

 

 

 

(66,871

)

Fair value change in contingent consideration

 

 

 

 

 

(3,300

)

Impairment loss

 

 

75,800

 

 

 

8,090

 

Payments of contingent consideration in excess of acquisition date fair value

 

 

 

 

 

(8,896

)

Deferred tax expense (benefit)

 

 

(3,594

)

 

 

4,192

 

Change in accounts receivable

 

 

(3,986

)

 

 

696

 

Change in prepaid expenses and other

 

 

2,936

 

 

 

(5,786

)

Change in operating lease ROU assets

 

 

1,328

 

 

 

653

 

Change in accounts payable

 

 

(189

)

 

 

1,698

 

Change in related party payable

 

 

 

 

 

(347

)

Change in accrued expenses and other

 

 

3,890

 

 

 

2,197

 

Change in operating lease liabilities

 

 

(1,388

)

 

 

(523

)

Change in other liabilities

 

 

493

 

 

 

2,594

 

Net cash provided by operating activities

 

 

103,614

 

 

 

74,223

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Purchases of property and equipment

 

 

(733

)

 

 

(3,176

)

Purchases of intangible assets

 

 

(13,545

)

 

 

(2,750

)

Capitalized software development costs

 

 

(50,083

)

 

 

(33,615

)

Proceeds from sale of business, net of cash retained

 

 

40,273

 

 

 

 

Net cash used in investing activities

 

 

(24,088

)

 

 

(39,541

)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

Payments on long-term debt

 

 

(20,000

)

 

 

 

Shares repurchased under Incentive Plan and ESPP

 

 

(1,891

)

 

 

(2,657

)

Treasury shares repurchased

 

 

(2,528

)

 

 

(10,000

)

Distributions to Members

 

 

(3,525

)

 

 

(951

)

Payments of contingent consideration up to acquisition date fair value

 

 

(1,000

)

 

 

(3,851

)

Net cash provided by (used in) financing activities

 

 

(28,944

)

 

 

(17,459

)

 

 

 

 

 

 

 

Increase (decrease) in cash, cash equivalents and restricted cash

 

 

50,582

 

 

 

17,223

 

Cash, cash equivalents and restricted cash at beginning of period

 

$

93,563

 

 

$

76,340

 

Cash, cash equivalents and restricted cash at end of period

 

$

144,145

 

 

$

93,563

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

Interest

 

$

1,024

 

 

$

1,540

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA

For the Three Months Ended December 31, 2023 and 2022

(Unaudited)

 

 

 

Three Months Ended December 31,

 

($ in thousands)

 

2023

 

 

2022

 

Revenue

 

$

75,987

 

 

$

72,673

 

Operating expenses

 

 

 

 

 

 

Costs of services (exclusive of depreciation and amortization shown separately below)

 

$

17,261

 

 

$

14,896

 

Selling, general and administrative

 

 

36,679

 

 

 

41,682

 

Depreciation and amortization

 

 

24,711

 

 

 

25,309

 

Change in fair value of contingent consideration

 

 

 

 

 

990

 

Impairment loss

 

 

75,750

 

 

 

8,090

 

Total operating expenses

 

$

154,401

 

 

$

90,967

 

Loss from operations

 

$

(78,414

)

 

$

(18,294

)

Other (expense) income

 

 

 

 

 

 

Interest (expense) income, net

 

 

365

 

 

 

(1,117

)

Change in fair value of tax receivable liability

 

 

(2,903

)

 

 

11,390

 

Other (loss) income

 

 

(145

)

 

 

(384

)

Total other income (expense)

 

 

(2,683

)

 

 

9,889

 

Income (loss) before income tax benefit (expense)

 

 

(81,097

)

 

 

(8,405

)

Income tax benefit (expense)

 

 

3,423

 

 

 

240

 

Net income (loss)

 

$

(77,674

)

 

$

(8,165

)

 

 

 

 

 

 

Add:

 

 

 

 

 

 

Interest expense (income), net

 

 

(365

)

 

 

1,117

 

Depreciation and amortization (a)

 

 

24,711

 

 

 

25,309

 

Income tax (benefit) expense

 

 

(3,423

)

 

 

(240

)

EBITDA

 

$

(56,751

)

 

$

18,021

 

 

 

 

 

 

 

Non-cash change in fair value of contingent consideration (b)

 

 

 

 

 

990

 

Non-cash impairment loss (c)

 

 

75,750

 

 

 

8,090

 

Non-cash change in fair value of assets and liabilities (d)

 

 

3,778

 

 

 

(11,390

)

Share-based compensation expense (e)

 

 

5,899

 

 

 

5,990

 

Transaction expenses (f)

 

 

921

 

 

 

2,877

 

Restructuring and other strategic initiative costs (g)

 

 

3,372

 

 

 

3,705

 

Other non-recurring charges (h)

 

 

520

 

 

 

7,599

 

Adjusted EBITDA

 

$

33,489

 

 

$

35,882

 

 

 

 

 

 

 

 

 

 

 

 


 

 

Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA

For the Years Ended December 31, 2023 and 2022

(Unaudited)

 

 

 

Year Ended December 31,

 

($ in thousands)

 

2023

 

 

2022

 

Revenue

 

$

296,627

 

 

$

279,227

 

Operating expenses

 

 

 

 

 

 

Costs of services (exclusive of depreciation and amortization shown separately below)

 

$

69,703

 

 

$

64,826

 

Selling, general and administrative

 

 

148,653

 

 

 

149,061

 

Depreciation and amortization

 

 

103,857

 

 

 

107,751

 

Change in fair value of contingent consideration

 

 

 

 

 

(3,300

)

Loss on business disposition

 

 

10,027

 

 

 

 

Impairment loss

 

 

75,800

 

 

 

8,090

 

Total operating expenses

 

$

408,040

 

 

$

326,428

 

Loss from operations

 

$

(111,413

)

 

$

(47,201

)

Interest (expense) income, net

 

 

(1,048

)

 

 

(4,245

)

Change in fair value of tax receivable liability

 

 

(6,619

)

 

 

66,871

 

Other (loss) income

 

 

(455

)

 

 

(510

)

Total other income (expense)

 

 

(8,122

)

 

 

62,116

 

Income (loss) before income tax benefit (expense)

 

 

(119,535

)

 

 

14,915

 

Income tax benefit (expense)

 

 

2,115

 

 

 

(6,174

)

Net income (loss)

 

$

(117,420

)

 

$

8,741

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

Interest expense (income), net

 

 

1,048

 

 

 

4,245

 

Depreciation and amortization (a)

 

 

103,857

 

 

 

107,751

 

Income tax (benefit) expense

 

 

(2,115

)

 

 

6,174

 

EBITDA

 

$

(14,630

)

 

$

126,911

 

 

 

 

 

 

 

Loss on business disposition (i)

 

 

10,027

 

 

 

 

Loss on extinguishment of debt (j)

 

 

 

 

 

 

Loss on termination of interest rate hedge (k)

 

 

 

 

 

 

Non-cash change in fair value of contingent consideration (b)

 

 

 

 

 

(3,300

)

Non-cash impairment loss (c)

 

 

75,800

 

 

 

8,090

 

Non-cash change in fair value of assets and liabilities (d)

 

 

7,494

 

 

 

(66,871

)

Share-based compensation expense (e)

 

 

22,156

 

 

 

20,532

 

Transaction expenses (f)

 

 

8,523

 

 

 

18,993

 

Restructuring and other strategic initiative costs (g)

 

 

11,908

 

 

 

7,870

 

Other non-recurring charges (h)

 

 

5,528

 

 

 

12,294

 

Adjusted EBITDA

 

$

126,806

 

 

$

124,519

 

 

 

 


 

 

Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income

For the Three Months Ended December 31, 2023 and 2022

(Unaudited)

 

 

 

 

 

 

 

Three Months Ended December 31,

 

($ in thousands)

 

2023

 

 

2022

 

Revenue

 

$

75,987

 

 

$

72,673

 

Operating expenses

 

 

 

 

 

 

Costs of services (exclusive of depreciation and amortization shown separately below)

 

$

17,261

 

 

$

14,896

 

Selling, general and administrative

 

 

36,679

 

 

 

41,682

 

Depreciation and amortization

 

 

24,711

 

 

 

25,309

 

Change in fair value of contingent consideration

 

 

 

 

 

990

 

Impairment loss

 

 

75,750

 

 

 

8,090

 

Total operating expenses

 

$

154,401

 

 

$

90,967

 

Loss from operations

 

$

(78,414

)

 

$

(18,294

)

Interest (expense) income, net

 

 

365

 

 

 

(1,117

)

Change in fair value of tax receivable liability

 

 

(2,903

)

 

 

11,390

 

Other (loss) income

 

 

(145

)

 

 

(384

)

Total other income (expense)

 

 

(2,683

)

 

 

9,889

 

Income (loss) before income tax benefit (expense)

 

 

(81,097

)

 

 

(8,405

)

Income tax benefit (expense)

 

 

3,423

 

 

 

240

 

Net income (loss)

 

$

(77,674

)

 

$

(8,165

)

 

 

 

 

 

 

Add:

 

 

 

 

 

 

Amortization of acquisition-related intangibles (l)

 

 

20,969

 

 

 

19,549

 

Non-cash change in fair value of contingent consideration (b)

 

 

 

 

 

990

 

Non-cash impairment loss (c)

 

 

75,750

 

 

 

8,090

 

Non-cash change in fair value of assets and liabilities(d)

 

 

3,778

 

 

 

(11,390

)

Share-based compensation expense (e)

 

 

5,899

 

 

 

5,990

 

Transaction expenses (f)

 

 

921

 

 

 

2,877

 

Restructuring and other strategic initiative costs (g)

 

 

3,372

 

 

 

3,705

 

Other non-recurring charges (h)

 

 

520

 

 

 

7,599

 

Non-cash interest expense (m)

 

 

712

 

 

 

712

 

Pro forma taxes at effective rate (n)

 

 

(7,906

)

 

 

(8,157

)

Adjusted Net Income

 

$

26,341

 

 

$

21,800

 

 

 

 

 

 

 

Shares of Class A common stock outstanding (on an as-converted basis) (o)

 

 

97,063,687

 

 

 

96,388,127

 

Adjusted Net Income per share

 

$

0.27

 

 

$

0.23

 

 

 

 

 


 

 

Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income

For the Years Ended December 31, 2023 and 2022

(Unaudited)

 

 

 

Year Ended December 31,

 

($ in thousands)

 

2023

 

 

2022

 

Revenue

 

$

296,627

 

 

$

279,227

 

Operating expenses

 

 

 

 

 

 

Costs of services (exclusive of depreciation and amortization shown separately below)

 

$

69,703

 

 

$

64,826

 

Selling, general and administrative

 

 

148,653

 

 

 

149,061

 

Depreciation and amortization

 

 

103,857

 

 

 

107,751

 

Change in fair value of contingent consideration

 

 

 

 

 

(3,300

)

Loss on business disposition

 

 

10,027

 

 

 

 

Impairment loss

 

 

75,800

 

 

 

8,090

 

Total operating expenses

 

$

408,040

 

 

$

326,428

 

Loss from operations

 

$

(111,413

)

 

$

(47,201

)

Interest (expense) income, net

 

 

(1,048

)

 

 

(4,245

)

Change in fair value of tax receivable liability

 

 

(6,619

)

 

 

66,871

 

Other (loss) income

 

 

(455

)

 

 

(510

)

Total other income (expense)

 

 

(8,122

)

 

 

62,116

 

Income (loss) before income tax benefit (expense)

 

 

(119,535

)

 

 

14,915

 

Income tax benefit (expense)

 

 

2,115

 

 

 

(6,174

)

Net income (loss)

 

$

(117,420

)

 

$

8,741

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

Amortization of acquisition-related intangibles (l)

 

 

81,642

 

 

 

89,473

 

Loss on business disposition (i)

 

 

10,027

 

 

 

 

Loss on extinguishment of debt (j)

 

 

 

 

 

 

Loss on extinguishment of interest rate hedge (k)

 

 

 

 

 

 

Non-cash change in fair value of contingent consideration (b)

 

 

 

 

 

(3,300

)

Non-cash impairment loss (c)

 

 

75,800

 

 

 

8,090

 

Non-cash change in fair value of assets and liabilities (d)

 

 

7,494

 

 

 

(66,871

)

Share-based compensation expense (e)

 

 

22,156

 

 

 

20,532

 

Transaction expenses (f)

 

 

8,523

 

 

 

18,993

 

Restructuring and other strategic initiative costs (g)

 

 

11,908

 

 

 

7,870

 

Other non-recurring charges (h)

 

 

5,528

 

 

 

12,294

 

Non-cash interest expense (m)

 

 

2,848

 

 

 

2,835

 

Pro forma taxes at effective rate (n)

 

 

(23,564

)

 

 

(18,871

)

Adjusted Net Income

 

$

84,942

 

 

$

79,786

 

 

 

 

 

 

 

Shares of Class A common stock outstanding (on an as-converted basis) (o)

 

 

96,850,559

 

 

 

96,684,629

 

Adjusted Net Income per share

 

$

0.88

 

 

$

0.83

 

 

 

 


 

Reconciliation of Operating Cash Flow to Free Cash Flow

For the Three Months and Years Ended December 31, 2023 and 2022

(Unaudited)

 

 

 

Three Months ended December 31,

 

 

Year Ended December 31,

 

($ in thousands)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net cash provided by operating activities

 

$

34,863

 

 

$

21,831

 

 

$

103,614

 

 

$

74,223

 

Capital expenditures

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for property and equipment

 

 

(183

)

 

 

(553

)

 

 

(733

)

 

 

(3,176

)

Capitalized software development costs

 

 

(12,893

)

 

 

(7,383

)

 

 

(50,083

)

 

 

(33,615

)

Total capital expenditures

 

 

(13,076

)

 

 

(7,936

)

 

 

(50,816

)

 

 

(36,791

)

Free cash flow

 

$

21,787

 

 

$

13,895

 

 

$

52,798

 

 

$

37,432

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free cash flow conversion (p)

 

 

65

%

 

 

39

%

 

 

42

%

 

 

30

%

 

 

Reconciliation of Revenue Growth to Organic Revenue Growth and Normalized Organic Revenue Growth

For the Year-over-Year Change Between the Three Months Ended December 31, 2023 and 2022

(Unaudited)

 

 

 

Q4 YoY Change

 

 

Total Revenue growth

 

 

5

%

 

Less: Growth from acquisitions and dispositions

 

 

(5

%)

 

Organic revenue growth (q)

 

 

10

%

 

Less: Growth from contributions related to political media

 

 

(4

%)

 

Normalized organic revenue growth (r)

 

 

14

%

 

 

 

Reconciliation of Gross Profit Growth to Organic Gross Profit Growth and Normalized Organic Gross Profit Growth by Segment

For the Year-over-Year Change Between the Three Months Ended December 31, 2023 and 2022

(Unaudited)

 

 

 

Consumer Payments

 

 

Business Payments

 

 

Total

 

 

Gross profit growth

 

 

6

%

 

 

(13

%)

 

 

2

%

 

Less: Growth from acquisitions and dispositions

 

 

(7

%)

 

 

 

 

 

(6

%)

 

Organic gross profit growth (s)

 

 

13

%

 

 

(13

%)

 

 

8

%

 

Less: Growth from contributions related to political media

 

 

 

 

 

(38

%)

 

 

(5

%)

 

Normalized organic gross profit growth (t)

 

 

13

%

 

 

25

%

 

 

13

%

 

 

 


 

Reconciliation of Gross Profit Growth to Organic Gross Profit Growth and Normalized Organic Gross Profit Growth

For the Year-over-Year Change Between the Years Ended December 31, 2023 and 2022

(Unaudited)

 

 

FY 2023 YoY Change

 

 

Gross profit growth

 

 

6

%

 

Less: Growth from acquisitions and dispositions

 

 

(4

%)

 

Organic gross profit growth (s)

 

 

10

%

 

Less: Growth from contributions related to political media

 

 

(3

%)

 

Normalized organic gross profit growth (t)

 

 

13

%

 

 

(a)
See footnote (l) for details on amortization and depreciation expenses.
(b)
Reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date.
(c)
For the three months ended December 31, 2023, reflects non-cash goodwill impairment loss related to the Business Payments segment. In addition, for the year ended December 31, 2023, reflects non-cash impairment loss related to a trade name write-off of Media Payments. For the three months and the year ended December 31, 2022, reflects non-cash impairment loss related to trade names write-offs of BillingTree and Kontrol.
(d)
For the three months and year ended December 31, 2023, reflects the changes in management’s estimates of (i) the fair value of the liability relating to the Tax Receivable Agreement, and (ii) non-cash insurance reserve. For the three months and year ended December 31, 2022, reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement.
(e)
Represents compensation expense associated with equity compensation plans.
(f)
Primarily consists of (i) during the three months and year ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of Blue Cow Software, and (ii) during the three months and year ended December 31, 2022, professional service fees and other costs incurred in connection with the acquisitions of BillingTree, Kontrol Payables and Payix.
(g)
Reflects costs associated with reorganization of operations, consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course during the three months and years ended December 31, 2023 and 2022.
(h)
For the three months and year ended December 31, 2023, reflects payments made to third-parties in connection with an expansion of our personnel, franchise taxes and other non-income based taxes and one-time payments to certain partners. For the three months and year ended December 31, 2022, reflects one-time payments to certain clients and partners, payments made to third-parties in connection with a significant expansion of our personnel, franchise taxes and other non-income based taxes, other payments related to COVID-19 and non-cash rent expense. Beginning in the period ended December 31, 2023, no longer reflects non-cash rent expense.
(i)
Reflects the loss recognized related to the disposition of Blue Cow.
(j)
Reflects write-offs of debt issuance costs relating to Hawk Parent’s term loans.
(k)
Reflects realized loss of REPAY's interest rate hedging arrangement which terminated in conjunction with the repayment of Hawk Parent’s term loans.
(l)
For the three months and years ended December 31, 2023 and 2022, reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the business combination with Thunder Bridge,

 


 

and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. See additional information below for an analysis of amortization expenses:

 

 

 

Three months ended December 31,

 

 

Year ended December 31,

 

($ in thousands)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Acquisition-related intangibles

 

$

20,969

 

 

$

19,549

 

 

$

81,642

 

 

$

89,473

 

Software

 

 

3,150

 

 

 

5,067

 

 

 

19,789

 

 

 

15,921

 

Amortization

 

$

24,119

 

 

$

24,616

 

 

$

101,431

 

 

$

105,394

 

Depreciation

 

 

592

 

 

 

693

 

 

 

2,426

 

 

 

2,357

 

Total Depreciation and amortization (1)

 

$

24,711

 

 

$

25,309

 

 

$

103,857

 

 

$

107,751

 

 

(1)
Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions (see corresponding adjustments in the reconciliation of net income to Adjusted Net Income presented above). Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Amortization of intangibles that relate to past acquisitions will recur in future periods until such intangibles have been fully amortized. Any future acquisitions may result in the amortization of additional intangibles.

 

(m)
Represents amortization of non-cash deferred debt issuance costs.
(n)
Represents pro forma income tax adjustment effect associated with items adjusted above.
(o)
Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of outstanding Post-Merger Repay Units) for the three months and year ended December 31, 2023 and 2022. These numbers do not include any shares issuable upon conversion of the Company’s convertible senior notes due 2026. See the reconciliation of basic weighted average shares outstanding to the non-GAAP Class A common stock outstanding on an as-converted basis for each respective period below:

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

2023

 

2022

 

2023

 

2022

Weighted average shares of Class A common stock outstanding - basic

 

91,206,870

 

88,519,236

 

90,048,638

 

88,792,453

Add: Non-controlling interests
         Weighted average Post-Merger Repay Units exchangeable for Class A common stock

 

5,856,817

 

7,868,891

 

6,801,921

 

7,892,176

Shares of Class A common stock outstanding (on an as-converted basis)

 

97,063,687

 

96,388,127

 

96,850,559

 

96,684,629

 

 

 

 

 

 

 

 

 

 

 


 

(p)
Represents Free Cash Flow divided by Adjusted EBITDA.
(q)
Represents year-on-year revenue growth that excludes incremental revenue attributable to acquisitions and dispositions made in the applicable prior period or any subsequent period.
(r)
Represents year-on-year organic revenue growth that excludes incremental revenue attributable to REPAY’s media payments business related to the cyclical political media spending associated with the 2022 mid-term elections in the applicable prior period or any subsequent period.
(s)
Represents year-on-year gross profit growth that excludes incremental gross profit attributable to acquisitions and dispositions made in the applicable prior period or any subsequent period.
(t)
Represents year-on-year organic gross profit growth that excludes incremental gross profit attributable to REPAY’s media payments business related to the cyclical political media spending associated with the 2022 mid-term elections in the applicable prior period or any subsequent period.

 


Slide 1

Q4 2023 Earnings Supplement February 2024 Exhibit 99.2


Slide 2

Disclaimer Repay Holdings Corporation (“REPAY” or the “Company”) is required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”) Such filings, which you may obtain for free at the SEC’s website at http://www.sec.gov, discuss some of the important risk factors that may affect REPAY’s business, results of operations and financial condition. On July 11, 2019, Thunder Bridge Acquisition Ltd. (“Thunder Bridge”) and Hawk Parent Holdings LLC (“Hawk Parent”) completed their previously announced business combination under which Thunder Bridge acquired Hawk Parent, upon which Thunder Bridge changed its name to Repay Holdings Corporation. Forward-Looking Statements This presentation (the “Presentation”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, REPAY’s 2024 outlook and other financial guidance, expected demand on REPAY’s product offering, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities, and REPAY’s business strategy and the plans and objectives of management for future operations. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control. In addition to factors previously disclosed in REPAY’s reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2023, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this Presentation. Forecasts and estimates regarding our industry and end markets are based on sources REPAY believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Industry and Market Data The information contained herein also includes information provided by third parties, such as market research firms. Neither of REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information. Neither REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Neither REPAY nor its affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Non-GAAP Financial Measures This Presentation includes certain non-GAAP financial measures that REPAY’s management uses to evaluate its operating business, measure its performance and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash and/or non-recurring charges, such as loss on business disposition, loss on extinguishment of debt, loss on termination of interest rate hedge, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs and other non-recurring charges. Adjusted EBITDA margin is a non-GAAP financial measure that represents Adjusted EBITDA divided by GAAP revenue. Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash and/or non-recurring charges, such as loss on business disposition, loss on extinguishment of debt, loss on termination of interest rate hedge, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and strategic initiative costs and other non-recurring charges, non-cash interest expense, net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although management excludes amortization from acquisition-related intangibles from REPAY’s non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Each of “organic card payment volume growth,” “organic revenue growth,” and “organic gross profit (GP) growth” is a non-GAAP financial measure that represents the percentage change in the applicable metric for a fiscal period over the comparable prior fiscal period, exclusive of any incremental amount attributable to acquisitions or divestitures made in the comparable prior fiscal period or any subsequent fiscal period through the applicable current fiscal period. Any financial measure (whether GAAP or non-GAAP) that is modified by “excl. political media” or “normalized” (such as Normalized Organic GP Growth) is a non-GAAP financial measure that measures a defined growth rate exclusive of the estimated contribution from political media clients in the prior corresponding period. Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures.. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. REPAY believes that each of the non-GAAP financial measures referenced in this paragraph provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled with the same or similar description, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider each of the non-GAAP financial measures referenced in this paragraph alongside other financial performance measures, including net income and REPAY’s other financial results presented in accordance with GAAP.


Slide 3

1 Financial Update & Outlook


Slide 4

We remain positioned for another year of profitable growth, while being focused on accelerating FCF conversion in 2024 We will continue to take advantage of the many secular trends towards frictionless digital payments that have been, and will continue to be, a tailwind driving our business


Slide 5

Financial Update – Q4 2023 ($MM) Revenue Gross Profit Adjusted EBITDA (2) Organic growth, excluding political media is a non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures” and slide 32 for reconciliation Adjusted EBITDA is a non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures” and slide 25 for reconciliation. Adjusted EBITDA margin represents adjusted EBITDA / revenue Decline in year-over-year Adjusted EBITDA and margin due to the divestiture of Blue Cow Software and political media contributions in Q4 2022 Take rate represents revenue / card payment volume Gross profit margin represents gross profit / revenue 80% 77% % Margin (5) 49% 44% (3) % Margin (2) 1.10% 1.18% Take Rate (4) 13% y/y organic growth, excl. political media (1) 14% y/y organic growth, excl. political media (1) (3)


Slide 6

Growth by Segment – Q4 2023 ($MM) Organic growth, excluding political media is a non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures” and slide 32 for reconciliation Includes the impact from Intercompany eliminations Gross Profit Margin 79.5% 77.3% 14% y/y organic, excl. political media (1) Take Rate 1.10% 1.18% 13% y/y organic, excl. political media (1) Organic GP growth, excl. political media (1) Consumer Payments 13% Business Payments 25% Total Company (2) 13%


Slide 7

FY 2023 Financial Highlights Gross profit represents revenue less costs of services Organic growth, excluding political media is a non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures.” See slides 30 and 31 for reconciliation Adjusted EBITDA is a non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures” and slide 26 for reconciliation. Adjusted EBITDA margin represents adjusted EBITDA / revenue CARD PAYMENT VOLUME $25.7bn (+6% organic, excl. political media)(2) REVENUE ADJUSTED EBITDA(3) REPAY’s Unique Model Translates Into a Highly Attractive Financial Profile (Represents YoY Growth) $296.6MM (+12% organic, excl. political media)(2) GROSS PROFIT(1) $226.9MM (+13% organic, excl. political media)(2) $126.8MM 43% margin


Slide 8

FY 2023 Gross Profit Bridge ($MM) New GP Dollars Political media impact Divestiture impact FY 2023 Gross Profit growth 6% Divestiture impact (4%) Organic Gross Profit Growth (1) 10% Political media impact (3%) Normalized Organic GP Growth (2) 13% Organic gross profit (or GP) growth is a non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures” and slide 31 for reconciliation Normalized organic GP growth is a non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures” and slide 31 for reconciliation


Slide 9

Consumer Payments Results – FY 2023 ($MM) Key Business Highlights Strength across personal loans, credit unions, and mortgage servicing Winning large enterprise clients who are adopting more payment channels and modalities Take rates continued to benefit from our non-card volume-based businesses Executing on integration refreshes to further penetrate software partnerships, which leads to confidence in our sales pipeline Gross Profit Margin 78.8% 78.4% Take Rate 1.23% 1.29% 15% y/y organic growth (1) (11% y/y growth, as reported) 16% y/y organic growth (1) (11% y/y growth, as reported) Organic growth is a non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures” and slide 31 for reconciliation


Slide 10

Strong sales pipeline within healthcare, property management, auto, and municipality verticals via direct sales and new / refreshed integrations Increased our AP Supplier Network to over 261,000 suppliers Gross Profit growth impacted by lapping political media Sustained momentum of high-teens y/y growth, excluding political media GP margins benefited from processing costs optimization and automation initiatives Business Payments Results – FY 2023 ($MM) Key Business Highlights Gross Profit Margin 71.4% Take Rate 0.78% Revenue and gross profit growth, excluding political media are non-GAAP financial measures. See slide 1 under “Non-GAAP Financial Measures” and slide 31 for reconciliation 3% y/y growth, excl. political media (1) 10% y/y growth, excl. political media (1) (-11% y/y growth, as reported) (-8% y/y growth, as reported) 73.5% 0.90%


Slide 11

Calculated using 2023 adjusted EBITDA, excluding estimated contribution from Blue Cow Focused on Maintaining Significant Liquidity Preserve liquidity and profitability through: Hiring focused on revenue generating / supporting roles Limited discretionary expenses Negotiations with vendors Business continues to show high cash flow conversion Continued investments in organic growth Committed to Prudently Managing Leverage Total Outstanding Debt comprised of 0% coupon on $440 million Convertible Note with maturity in 2026 (if not converted) $185 million revolver facility provides flexibility for further acquisitions Secured net leverage covenant is max of 2.5x (definitionally excludes convertible notes balance) Paid down $20 million balance on February 28, 2023 Leverage Total Debt $440 MM Cash on Hand $118 MM Net Debt $322 MM Net Leverage(1) 2.6x Liquidity Cash on Hand $118 MM Revolver Capacity $185 MM Total Liquidity $303 MM Strong Liquidity Position as of December 31, 2023


Slide 12

FY 2024 Outlook REVENUE GROSS PROFIT ADJUSTED EBITDA FREE CASH FLOW CONVERSION (1) $314 – $320MM $245 – $250MM $139 – $142MM ~60% Note: REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures such as forecasted Adjusted EBITDA, Free Cash Flow, and Free Cash Flow Conversion to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading Free Cash Flow Conversion represents Free Cash Flow / Adjusted EBITDA REPAY expects the following financial results for full year 2024 ~44% Margins ~78% Margins


Slide 13

FY 2024 Gross Profit Outlook Bridge Blue Cow divestiture Existing Client Growth (1) Political media contribution (1) $245 - $250 New Client Growth (1) Management estimates as of 2/29/2024 (In $ Millions)


Slide 14

FY 2024 Outlook Bridge Free Cash Flow Conversion represents Free Cash Flow / Adjusted EBITDA Free Cash Flow Conversion (1) Gross Profit & Adjusted EBITDA $245 - $250 $139 - $142 Adjusted EBITDA to grow faster than Gross Profit… (In $ Millions) … combined with Capex reduction, FCF Conversion to accelerate ~


Slide 15

History of Sustained Growth Across All Key Metrics… Revenue (1) Card Payment Volume Adjusted EBITDA(2) Gross Profit (1) (In $ Billions) (In $ Millions) (In $ Millions) (In $ Millions) 14% CAGR 18% CAGR 20% CAGR 18% CAGR Consumer Payments Business Payments Consolidated Consolidated totals include the elimination of intersegment revenues Adjusted EBITDA is a non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures” and slide 25 for reconciliation of Q4-2023 and Q4-2022. For other periods shown, see the reconciliations provided in the Company’s previous filings on Form 10-K or Form 10-Q with respect to such period ended.


Slide 16

…With Expanding Take Rates and Gross Profit Margins Gross Profit Margin Take Rate


Slide 17

2 Strategy & Business Updates


Slide 18

Acquire New Clients in Existing Verticals With Our Q4 2023 Performance We See Multiple Levers to Continue to Drive Growth Q4 2023 Normalized Organic GP Growth 13% EXECUTE ON EXISTING BUSINESS BROADENING ADDRESSABLE MARKET AND SOLUTIONS REPAY’s leading platform & attractive market opportunity position it to build on its record of robust growth & profitability Operational Efficiencies Expand Usage and Increase Adoption Strategic M&A Future Market Expansion Opportunities Majority of Consumer Payments growth from further penetration of existing client base Majority of Business Payments growth from acquiring new clients


Slide 19

ADDED NEW CLIENTS VIA DIRECT SALESFORCE ACROSS ALL VERTICALS 262 SOFTWARE PARTNER RELATIONSHIPS(1), INCLUDING: As of 12/31/2023 Third-party research and management estimates as of 12/31/2023 Executing on Growth Plan BROADEN ADDRESSABLE MARKET AND SOLUTIONS ERP & accounting software integrations provide vertical agnostic opportunities Expanded TAM to ~$5.2 trillion(2) through strategic M&A Continued to grow existing relationships and add new names to our Buy Now Pay Later pipeline Completed concurrent common stock and convertible notes offerings in Q1 2021, as well as amended our revolving credit facility – providing the Company with ample liquidity of $302 million(1) to pursue deals Engaged ~45 software developers thus far through relationship with Protego in Ireland to enhance and accelerate new product and research & development capabilities EXPANDING EXISTING BUSINESS CONSUMER PAYMENTS BUSINESS PAYMENTS Ended Q4 2023 with 276 credit union clients VISA ACCEPTANCE FASTRACK PROGRAM


Slide 20

Ample Runway in Consumer Payments Third-party research and management estimates as of 12/31/2023 Evolving consumer preferences and technology are requiring clients to embrace payment digitization TOTAL ADDRESSABLE MARKET(1) $1.8Tn VERTICAL END MARKETS 6 ISV INTEGRATION PARTNERS 165 REPAY’s integrated payment processing platform automates and modernizes our clients' operations, resulting in increased cash flow, lower costs, and improved customer experience Loan repayments expertise is core to our efficiency: from tokenization to our clearing & settlement engine Instant Funding accelerates the time at which borrowers receive loans while increasing digital repayments Multipronged go-to-market approach leverages both direct and indirect sales Continuing to invest into deeper ISV integrations, product innovation, and vertical specific technologies


Slide 21

Consumer Payments Offering Omnichannel Capabilities across Modalities Clients in REPAY’s verticals look to partner with innovative vendors that can provide evolving payment functionality and acceptance solutions Credit and Debit Card Processing ACH Processing Instant Funding eCash New & Emerging Payments Virtual Terminal IVR / Phone Pay Mobile Application Web Portal / Online Bill Pay Hosted Payment Page POS Equipment Text Pay PAYMENT MODALITIES PAYMENT CHANNELS REPRESENTATIVE CLIENTS


Slide 22

REPAY’s Growing Business Payments Segment Third-party research and management estimates as of 12/31/2023 $1.2Tn total addressable market Integrations with leading ERP platforms, serving a highly diversified client base across a wide range of industry verticals Expanded into B2B vertical via APS acquisition Cross sell initiative happening within Sage and Acumatica ERPs to add AP solutions TOTAL ADDRESSABLE MARKET(1) $3.4Tn VERTICAL END MARKETS 15+ SUPPLIER NETWORK ~261,000 B2B INTEGRATED SOFTWARE PARTNERS 97 Combined AR and AP automation solution provides a compelling value proposition to clients $2.2Tn total addressable market Fully integrated AP automation platform with electronic payment capabilities including virtual cards and ACH Expanded into AP automation vertical via cPayPlus, CPS, and Kontrol acquisitions Entered the B2B healthcare space through Ventanex acquisition B2B Merchant Acquiring B2B AP Automation


Slide 23

Powerful Business Payments Offering One-stop-shop B2B payments solutions provider REPRESENTATIVE CLIENTS Automated Reporting and Reconciliation Multiple Payment Options Including Virtual Card and Cross Border Vendor Management Client Rebates Deep ERP Integrations Multiple Payment Methods Tracking and Reconciliation Highly Secure ACCOUNTS RECEIVABLE AUTOMATION ACCOUNTS PAYABLE AUTOMATION TotalPay Solution Cash Inflow Cash Outflow Buyers Suppliers


Slide 24

3 Appendix


Slide 25

Q4 2023 Financial Update Note: Not meaningful (NM) for comparison SG&A includes expense associated with non-cash impairment loss, the change in fair value of tax receivable liability, change in fair value of contingent consideration, loss on extinguishment of debt, and other income / expenses See “Adjusted EBITDA Reconciliation” on slide 25 for reconciliation of Adjusted EBITDA to its most comparable GAAP measure See “Adjusted Net Income Reconciliation” on slide 27 for reconciliation of Adjusted Net Income to its most comparable GAAP measure THREE MONTHS ENDED DECEMBER 31 CHANGE $MM 2023 2022 AMOUNT %           Card Payment Volume $6,421.0 $6,611.8 ($190.9) (3%) Revenue $76.0 $72.7 $3.3 5% Costs of Services 17.3 14.9 2.4 16% Gross Profit $58.7 $57.8 $0.9 2% SG&A(1) 115.5 39.8 75.7 NM EBITDA ($56.8) $18.0 ($74.8) NM Depreciation and Amortization 24.7 25.3 (0.6) (2%) Interest Expense (Income), net (0.4) 1.1 (1.5) NM Income Tax Expense (Benefit) (3.4) (0.2) (3.2) NM Net Income (Loss) ($77.7) ($8.2) ($69.5) NM Adjusted EBITDA(2) $33.5 $35.9 ($2.4) (7%) Adjusted Net Income(3) $26.3 $21.8 $4.5 21%


Slide 26

Adjusted EBITDA Reconciliation For the three months ended December 31, 2023 and 2022, reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the business combination with Thunder Bridge, and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. Reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date. For the three months ended December 31, 2023, reflects non-cash goodwill impairment loss related to the Business Payments segment. For the three months ended December 31, 2022, reflects non-cash impairment loss related to trade names write-offs of BillingTree and Kontrol. For the three months ended December 31, 2023, reflects the changes in management’s estimates of (i) the fair value of the liability relating to the Tax Receivable Agreement, and (ii) non-cash insurance reserve. For the three months ended December 31, 2022, reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. Represents compensation expense associated with equity compensation plans. Primarily consists of (i) during the three months ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of Blue Cow Software, and (ii) during the three months ended December 31, 2022, professional service fees and other costs incurred in connection with the acquisitions of BillingTree, Kontrol Payables and Payix. Reflects costs associated with reorganization of operations, consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course during the three months ended December 31, 2023 and 2022. For the three months ended December 31, 2023, reflects payments made to third-parties in connection with an expansion of our personnel, franchise taxes and other non-income based taxes and one-time payments to certain partners. For the three months ended December 31, 2022, reflects one-time payments to certain clients and partners, payments made to third-parties in connection with a significant expansion of our personnel, franchise taxes and other non-income based taxes, other payments related to COVID-19 and non-cash rent expense. Beginning in the period ended December 31, 2023, no longer reflects non-cash rent expense. $MM Q4 2023 Q4 2022 Net Income (Loss) ($77.7) ($8.2) Interest Expense (Income), net (0.4) 1.1 Depreciation and Amortization(1) 24.7 25.3 Income Tax Expense (Benefit) (3.4) (0.2) EBITDA ($56.8) $18.0 Non-cash change in fair value of contingent consideration(2) – 1.0 Non-cash impairment loss(3) 75.8 8.1 Non-cash change in fair value of assets and liabilities(4) 3.8 (11.4) Share-based compensation expense(5) 5.9 6.0 Transaction expenses(6) 0.9 2.9 Restructuring and other strategic initiative costs(7) 3.4 3.7 Other non-recurring charges(8) 0.5 7.6 Adjusted EBITDA $33.5 $35.9


Slide 27

Adjusted Full Year EBITDA Reconciliation For the years ended December 31, 2023 and 2022, reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the business combination with Thunder Bridge, and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. Reflects the loss recognized related to the disposition of Blue Cow. Reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date. For the year ended December 31, 2023, reflects non-cash goodwill impairment loss related to the Business Payments segment and non-cash impairment loss related to a trade name write-off of Media Payments. For the year ended December 31, 2022, reflects non-cash impairment loss related to trade names write-offs of BillingTree and Kontrol. For the year ended December 31, 2023, reflects the changes in management’s estimates of (i) the fair value of the liability relating to the Tax Receivable Agreement, and (ii) non-cash insurance reserve. For the year ended December 31, 2022, reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. Represents compensation expense associated with equity compensation plans. Primarily consists of (i) during the year ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of Blue Cow Software, and (ii) during the year ended December 31, 2022, professional service fees and other costs incurred in connection with the acquisitions of BillingTree, Kontrol Payables and Payix. Reflects costs associated with reorganization of operations, consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course during the years ended December 31, 2023 and 2022. For the year ended December 31, 2023, reflects payments made to third-parties in connection with an expansion of our personnel, franchise taxes and other non-income based taxes and one-time payments to certain partners. For the year ended December 31, 2022, reflects one-time payments to certain clients and partners, payments made to third-parties in connection with a significant expansion of our personnel, franchise taxes and other non-income based taxes, other payments related to COVID-19 and non-cash rent expense. Beginning in the period ended December 31, 2023, no longer reflects non-cash rent expense. $MM FY 2023 FY 2022 Net Income (Loss) ($117.4) $8.7 Interest Expense (Income), net 1.0 4.2 Depreciation and Amortization(1) 103.9 107.8 Income Tax Expense (Benefit) (2.1) 6.2 EBITDA ($14.6) $126.9 Loss on business disposition(2) 10.0 – Non-cash change in fair value of contingent consideration(3) – (3.3) Non-cash impairment loss (4) 75.8 8.1 Non-cash change in fair value of assets and liabilities(5) 7.5 (66.9) Share-based compensation expense(6) 22.2 20.5 Transaction expenses(7) 8.5 19.0 Restructuring and other strategic initiative costs(8) 11.9 7.9 Other non-recurring charges(9) 5.5 12.3 Adjusted EBITDA $126.8 $124.5


Slide 28

Adjusted Net Income Reconciliation For the three months ended December 31, 2023 and 2022, reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the business combination with Thunder Bridge, and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. Reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date. For the three months ended December 31, 2023, reflects non-cash goodwill impairment loss related to the Business Payments segment. For the three months ended December 31, 2022, reflects non-cash impairment loss related to trade names write-offs of BillingTree and Kontrol. For the three months ended December 31, 2023, reflects the changes in management’s estimates of (i) the fair value of the liability relating to the Tax Receivable Agreement, and (ii) non-cash insurance reserve. For the three months ended December 31, 2022, reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. Represents compensation expense associated with equity compensation plans. Primarily consists of (i) during the three months ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of Blue Cow Software, and (ii) during the three months ended December 31, 2022, professional service fees and other costs incurred in connection with the acquisitions of BillingTree, Kontrol Payables and Payix. Reflects costs associated with reorganization of operations, consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course during the three months ended December 31, 2023 and 2022. For the three months ended December 31, 2023, reflects payments made to third-parties in connection with an expansion of our personnel, franchise taxes and other non-income based taxes and one-time payments to certain partners. For the three months ended December 31, 2022, reflects one-time payments to certain clients and partners, payments made to third-parties in connection with a significant expansion of our personnel, franchise taxes and other non-income based taxes, other payments related to COVID-19 and non-cash rent expense. Beginning in the period ended December 31, 2023, no longer reflects non-cash rent expense. Represents amortization of non-cash deferred debt issuance costs. Represents pro forma income tax adjustment effect associated with items adjusted above. ($MM) Q4 2023 Q4 2022 Net Income (Loss)   ($77.7) ($8.2) Amortization of acquisition-related intangibles(1)   21.0 19.5 Non-cash change in fair value of contingent consideration(2)   – 1.0 Non-cash impairment loss(3) 75.8 8.1 Non-cash change in fair value of assets and liabilities(4)   3.8 (11.4) Share-based compensation expense(5)   5.9 6.0 Transaction expenses(6)   0.9 2.9 Restructuring and other strategic initiative costs(7)   3.4 3.7 Other non-recurring charges(8)   0.5 7.6 Non-cash interest expense(9)   0.7 0.7 Pro forma taxes at effective rate(10) (7.9) (8.2) Adjusted Net Income   $26.3 $21.8


Slide 29

Free Cash Flow Reconciliation Primarily consists of (i) during the three months ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of Blue Cow Software, and (ii) during the three months ended December 31, 2022, professional service fees and other costs incurred in connection with the acquisitions of BillingTree, Kontrol Payables and Payix. Reflects costs associated with reorganization of operations, consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course during the three months ended December 31, 2023 and 2022. For the three months ended December 31, 2023, reflects payments made to third-parties in connection with an expansion of our personnel, franchise taxes and other non-income based taxes and one-time payments to certain partners. For the three months ended December 31, 2022, reflects one-time payments to certain clients and partners, payments made to third-parties in connection with a significant expansion of our personnel, franchise taxes and other non-income based taxes, other payments related to COVID-19 and non-cash rent expense. Beginning in the period ended December 31, 2023, no longer reflects non-cash rent expense. Represents Free Cash Flow / Adjusted EBITDA. $MM Q4 2023 Q4 2022 Net Cash provided by Operating Activities   $34.9 $21.8 Capital expenditures       Cash paid for property and equipment   (0.2) (0.6) Cash paid for intangible assets   (12.9) (7.4) Total capital expenditures (13.1) (7.9) Free Cash Flow   $21.8 $13.9 Adjusted EBITDA $33.5 $35.9 Free Cash Flow Conversion(4)   65% 39%


Slide 30

Depreciation and Amortization Detail Note Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions (see corresponding adjustments in the reconciliation of net income to Adjusted Net Income presented above). Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Amortization of intangibles that relate to past acquisitions will recur in future periods until such intangibles have been fully amortized. Any future acquisitions may result in the amortization of additional intangibles $MM Q4 2023 Q4 2022 Acquisition-related intangibles $21.0 $19.5 Software 3.2 5.1 Amortization $24.1 $24.6 Depreciation 0.6 0.7 Total Depreciation and Amortization $24.7 $25.3


Slide 31

Card Payment Volume Growth Reconciliation 2023 Full Year $MM Q1 Q2 Q3 Q4 2023 Card Payment Volume Growth 3% 1% (0%) (3%) 0% Acquisitions / (Divestitures) impact (1%) (2%) (2%) (3%) (2%) Organic Card Payment Volume Growth 4% 3% 2% 0% 2% Political media impact (0%) (2%) (5%) (8%) (4%) Normalized Organic Card Payment Volume Growth 4% 5% 7% 8% 6%


Slide 32

Revenue and Gross Profit Growth Reconciliations FY 2023 $MM Consumer Payments Business Payments Total Company Revenue Growth 11% (11%) 6% Acquisitions / (Divestitures) impact (4%) n/a (4%) Organic Revenue Growth 15% (11%) 10% Political Media impact n/a (14%) (2%) Organic Revenue Growth, excl. political media 15% 3% 12% FY 2023 $MM Consumer Payments Business Payments Total Company Gross Profit Growth 11% (8%) 6% Acquisitions / (Divestitures) impact (5%) n/a (4%) Organic Gross Profit Growth 16% (8%) 10% Political Media impact n/a (18%) (3%) Organic GP Growth, excl. political media 16% 10% 13%


Slide 33

Q4 Revenue and Gross Profit Growth Reconciliations Q4 2023 $MM Consumer Payments Business Payments Total Company Revenue Growth 11% (20%) 5% Acquisitions / (Divestitures) impact (6%) n/a (5%) Organic Revenue Growth 17% (20%) 10% Political Media impact n/a (24%) (4%) Organic Revenue Growth, excl. political media 17% 4% 14% Q4 2023 $MM Consumer Payments Business Payments Total Company Gross Profit Growth 6% (13%) 2% Acquisitions / (Divestitures) impact (7%) n/a (6%) Organic Gross Profit Growth 13% (13%) 8% Political Media impact n/a (38%) (5%) Organic GP Growth, excl. political media 13% 25% 13%


Slide 34

Gross Profit Growth Reconciliation 2022 2023 $MM Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Gross Profit Growth 46% 42% 20% 22% 31% 11% 8% 3% 2% 6% Acquisitions / (Divestitures) impact 41% 32% 5% 5% 19% (2%) (4%) (6%) (6%) (4%) Organic Gross Profit Growth 12% 13% 12% 9% 8% 10% Political Media impact 3% (<1%) (2%) (3%) (5%) (3%) Organic GP Growth excl. political media 9% 13% 14% 12% 13% 13%


Slide 35

Historical Segment Details Note: Historical periods reflect the reclassification of volumes, revenue, and gross profit between Consumer Payments and Business Payments segments 2022 2023 Full Year $MM Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2022 2023                   Consumer Payments $5,290.5 $4,918.6 $4,937.8 $5,009.5 $5,534.7 $5,184.4 $5,338.3 $5,361.7 $20,156.5 $21,419.0 Business Payments 1,123.4 1,277.7 1,479.0 1,602.3 1,056.6 1,069.9 1,063.1 1,059.3 5,482.4 4,248.9 Card Payment Volume $6,414.0 $6,196.3 $6,416.8 $6,611.8 $6,591.3 $6,254.4 $6,401.3 $6,421.0 $25,638.9 $25,668.0 Consumer Payments $61.1 $59.8 $63.0 $64.3 $69.9 $65.9 $68.7 $71.1 $248.2 $275.7 Business Payments 8.9 9.9 11.4 12.3 8.7 9.8 9.7 9.9 42.6 38.1 Intercompany eliminations (2.4) (2.3) (2.9) (4.0) (4.1) (4.0) (4.1) (5.0) (11.6) (17.1) Revenue $67.6 $67.4 $71.6 $72.7 $74.5 $71.8 $74.3 $76.0 $279.2 $296.6 Consumer Payments $47.5 $46.1 $49.7 $53.1 $54.6 $51.7 $53.6 $56.2 $195.5 $216.1 Business Payments 5.9 7.0 8.1 8.6 6.0 7.2 7.2 7.5 30.4 28.0 Intercompany eliminations (2.4) (2.3) (2.9) (4.0) (4.1) (4.0) (4.1) (5.0) (11.6) (17.1) Gross Profit $51.0 $50.7 $54.9 $57.8 $56.6 $54.9 $56.7 $58.7 $214.4 $226.9 Consumer Payments 1.15% 1.22% 1.28% 1.28% 1.26% 1.27% 1.29% 1.33% 1.23% 1.29% Business Payments 0.79% 0.78% 0.77% 0.77% 0.82% 0.92% 0.91% 0.93% 0.78% 0.90% Take Rate 1.05% 1.09% 1.12% 1.10% 1.13% 1.15% 1.16% 1.18% 1.09% 1.16% Consumer Payments 77.8% 77.0% 79.0% 82.6% 78.1% 78.4% 78.0% 79.0% 78.8% 78.4% Business Payments 66.5% 70.0% 70.4% 70.1% 69.5% 73.3% 74.1% 76.6% 71.4% 73.5% Gross Profit Margin 75.5% 75.2% 76.8% 79.5% 75.9% 76.5% 76.3% 77.3% 76.8% 76.5%

Slide 1

Investor Presentation Exhibit 99.3 February 2024


Slide 2

Disclaimer On July 11, 2019 (the “Closing Date”), Thunder Bridge Acquisition Ltd. (“Thunder Bridge”) and Hawk Parent Holdings LLC (“Hawk Parent”) completed a business combination (the “Business Combination”) under which Thunder Bridge acquired Hawk Parent, upon which Thunder Bridge changed its name to Repay Holdings Corporation (“REPAY” or the “Company”). The Company’s filings with the Securities and Exchange Commission (“SEC”), which you may obtain for free at the SEC’s website at http://www.sec.gov, discuss some of the important risk factors that may affect REPAY’s business, results of operations and financial condition. Forward-Looking Statements This presentation (the “Presentation”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, expected demand on REPAY’s product offering, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities, and our business strategy and the plans and objectives of management for future operations. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. In addition to factors previously disclosed in REPAY’s reports filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about us or the date of such information in the case of information from persons other than us, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding our industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Industry and Market Data The information contained herein also includes information provided by third parties, such as market research firms. Neither of REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information. Neither REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Neither REPAY nor its affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Non-GAAP Financial Measures This Presentation includes certain non-GAAP financial measures that REPAY’s management uses to evaluate its operating business, measure its performance and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed not to be part of normal operating expenses, non-cash and/or non-recurring charges, such as loss on extinguishment of debt, loss on termination of interest rate hedge, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, non-cash change in fair value of warrant liabilities; share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs and other non-recurring charges. Each of “organic card payment volume growth,” “organic revenue growth,” and “organic gross profit (GP) growth” is a non-GAAP financial measure that represents the percentage change in the applicable metric for a fiscal period over the comparable prior fiscal period, exclusive of any incremental amount attributable to acquisitions or divestitures made in the comparable prior fiscal period or any subsequent fiscal period through the applicable current fiscal period. Any financial measure (whether GAAP or non-GAAP) that is modified by “excl. political media” or “normalized” (such as Normalized Organic GP Growth) is a non-GAAP financial measure that measures a defined growth rate exclusive of the estimated contribution from political media clients in the prior corresponding period. Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. REPAY believes that each of the non-GAAP financial measures referenced in this paragraph provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled with the same or similar descriptions, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider each of the non-GAAP financial measures referenced in this paragraph alongside other financial performance measures, including net income and REPAY’s other financial results presented in accordance with GAAP.


Slide 3

2 Agenda Introduction to REPAY REPAY Investment Highlights REPAY Financial Overview 1 2 3


Slide 4

1 Introduction to REPAY


Slide 5

REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs


Slide 6

AUTO FINANCE PERSONAL FINANCE AR AUTOMATION CREDIT UNIONS HEALTHCARE MORTGAGE ARM AP AUTOMATION Your Industry. Our Expertise. CONSUMER PAYMENTS BUSINESS PAYMENTS


Slide 7

Who We Are A leading, highly-integrated omnichannel payment technology platform modernizing Consumer and Business Payments CAGR is from 2021A–2023A As of 12/31/2023 Free Cash Flow Conversion calculated as 2023A Free Cash Flow / 2023A Adjusted EBITDA. These are non-GAAP measures. See slide 1 for definitions and slides 30 and 31 for additional details 2023 ANNUAL CARD PAYMENT VOLUME HISTORICAL GROSS PROFIT CAGR(1) SOFTWARE INTEGRATIONS(2) $25.7Bn 18% 262 42% FREE CASH FLOW CONVERSION(3)


Slide 8

LONG-TERM GROWTH ORGANIC GROWTH M&A CATALYSTS Deepen presence in existing verticals (e.g. Automotive, B2B, Credit Unions, Revenue Cycle Management, Healthcare) Expand into new verticals/geographies Transformational acquisitions extending broader solution suite Driving Shareholder Value 1) Third-party research and management estimates as of 12/31/2023 Secular trends away from cash and check toward digital payments Transaction growth in key verticals Further penetrate existing clients ~$5.2Tn TAM(1) Creates long runway for growth Deep presence in key verticals creates significant defensibility Highly attractive financial model = +


Slide 9

Our Strong Execution and Momentum TOTAL ADDRESSABLE MARKET ~$535Bn ~$5.2Tn(3) SUPPLIER NETWORK _ ~261,000 # OF ISV INTEGRATIONS 53 262 Delivering Superior Results (4) Fourth Quarter 2023(2) July 2019(1) REVENUE GROSS PROFIT ADJ. EBITDA +16% +18% As of 7/11/2019 (the closing date of the Business Combination) As of 12/31/2023 Third-party research and management estimates Represents CAGR from 2021A-2023A +17%


Slide 10

Driving Value for Shareholders Fast growing, large and underpenetrated market opportunity Deep presence in key verticals drives competitive moat Highly strategic and diverse client base Multiple avenues for long term, durable growth Experienced Board and Management team Highly attractive and profitable financial model Accelerating cash flow generation Strong balance sheet Investment Rationale


Slide 11

2 REPAY Investment Highlights


Slide 12

1 A leading, omnichannel payment technology provider Fast growing and underpenetrated market opportunity Vertically integrated payment technology platform driving frictionless payments experience Experienced board with deep payments expertise Multiple avenues for long-term growth Highly strategic and diverse client base 2 3 4 5 6 Key software integrations enabling unique distribution model Business Strengths and Strategies


Slide 13

1 We are Capitalizing on Large, Underserved Market Opportunities REPAY’s existing verticals represent ~$5.2Tn(1) of projected annual total payment volume END MARKET OPPORTUNITIES Healthcare $185Bn $70Bn $420Bn $500Bn $70Bn $600Bn $1.2Tn $2.2Tn Credit Unions ARM Mortgage Personal Loans Automotive Loans AR Automation AP Automation Future New Verticals Expand New & Existing Software Partnerships Buy Now. Pay Later. Growth Opportunities $25.7Bn REPAY’s 2023 Annual Card Payment Volume 1) Third-party research and management estimates as of 12/31/2023 Business Payments Consumer Payments


Slide 14

1 Key end markets have been underserved by payment technology and service providers Credit cards are not permitted in loan repayment which has resulted in overall low card penetration CLIENTS SERVING REPAY’S MARKETS ARE FACING INCREASING DEMAND FROM CUSTOMERS They want electronic and omnichannel payment solutions LOAN REPAYMENT, B2B, AND HEALTHCARE MARKETS Lagged behind other industry verticals in moving to electronic payments CONSUMER PAYMENTS BUSINESS PAYMENTS B2B payments have traditionally been made via check or ACH (including AP and AR) Shift towards high deductible health plans resulting in growing proportion of consumer payments


Slide 15

Card and Debit Payments Underpenetrated in Our Verticals The Nilson Report. Represents debit and credit as a percentage of all U.S. consumer payment systems, including various forms of paper, card, and electronic payment methods Third-party research and management estimates. Personal Loans and Mortgage verticals represent debit card only. Across REPAY’s Verticals(2) Card Payment Penetration Across Industries(1) 1 <


Slide 16

REPAY Has Built a Leading Next-Gen Software Platform Proprietary, integrated payment technology platform reduces complexity for a unified commerce experience Pay Anywhere, Any Way, Any Time Businesses and Consumers Clients 2


Slide 17

REPAY Has Built a Leading Next-Gen Software Platform Value Proposition to REPAY’s Clients Accelerated payment cycle (ability to lend more / faster) through card processing Faster access to funds to help businesses with working capital 24 / 7 payment acceptance through “always open” omnichannel offering Direct software integrations into loan, dealer, and business management systems reduces operational complexity for client Improved regulatory compliance through fewer ACH returns 2 Clients Pay Anywhere, Any Way, Any Time


Slide 18

Value Proposition to REPAY’s Clients’ End Customers Self-service capabilities through ability to pay anywhere, any way and any time, 24 / 7 Option to make real-time payments through use of card transactions Immediate feedback that payment has been processed Omnichannel payment methods (e.g., Web, Mobile, IVR, Text) Fewer ancillary charges (e.g., NSF fees) for borrowers through automatic recurring online debit card payments 2 Pay Anywhere, Any Way, Any Time Businesses and Consumers REPAY Has Built a Leading Next-Gen Software Platform


Slide 19

Consumer Payments Offering Omnichannel Capabilities across Modalities 2 Clients in REPAY’s verticals look to partner with innovative vendors that can provide evolving payment functionality and acceptance solutions Credit and Debit Card Processing ACH Processing Instant Funding eCash New & Emerging Payments Virtual Terminal IVR / Phone Pay Mobile Application Web Portal / Online Bill Pay Hosted Payment Page POS Equipment Text Pay PAYMENT MODALITIES PAYMENT CHANNELS REPRESENTATIVE CLIENTS


Slide 20

Powerful Business Payments Offering 2 One-stop-shop B2B payments solutions provider Automated Reporting and Reconciliation Multiple Payment Options Including Virtual Card and Cross Border Vendor Management Client Rebates Deep ERP Integrations Multiple Payment Methods Tracking and Reconciliation Highly Secure ACCOUNTS RECEIVABLE AUTOMATION ACCOUNTS PAYABLE AUTOMATION TotalPay Solution Cash Inflow Cash Outflow Buyers Suppliers One-stop-shop B2B payments solutions provider REPRESENTATIVE CLIENTS


Slide 21

Key Software Integrations Accelerate Distribution REPAY leverages a vertically tiered sales strategy supplemented by software integrations to drive new client acquisitions Tier 3 (Direct Sales) $5MM+ Monthly Volume Tier 2 (Direct Sales) $1MM – $5MM Monthly Volume Tier 1 (Call Center) <$1MM Monthly Volume Sales Support Team NUMBER OF SOFTWARE INTEGRATION PARTNERS (1) Sales Strategy / Distribution Model 3 42% CAGR Software Integrations Management estimate as of 12/31/2023


Slide 22

Attractive and Diverse Client Base Across Key Verticals REPAY’s platform provides significant value to our clients offering solutions across a variety of industry verticals Healthcare Other ARM B2B Loan Repayment ~20% of card payment volume(2) 4 Management estimate as of 12/31/2023 Management estimate as of 12/31/2023, which includes normalization for political media contributions Percentage of Card Payment Volume (2) One-stop shop B2B payments solutions provider, offering AP automation and AR merchant acquiring solutions Integrations with ~97(1) leading ERP platforms, serving a highly diversified client base across a wide range of industry verticals AP: Media, Healthcare, Home Services & Property Management, Auto, Municipality, and Other AR: Manufacturing, Distribution, and Hospitality BUSINESS PAYMENTS CONSUMER PAYMENTS ~80% Blue chip ISV partnerships with ~165(1) integrations Market leader in several niche verticals, including the following: Personal Finance Auto Finance Credit Unions ARM Healthcare Mortgage Diversified Retail & Other RCS: Best-in-class clearing & settlement solutions for ~30(1) ISOs and owned clients Expansions into adjacent Buy-Now-Pay-Later vertical as well as Canada ~20%


Slide 23

Demonstrated Ability to Acquire and Successfully Integrate Businesses Represents a significant opportunity to enhance organic growth in existing verticals and accelerate entry into new markets and services Extend Solution Set via New Capabilities New Vertical Expansion Deepen Presence in Existing Verticals Back-end transaction processing capabilities, which enhance M&A strategy Value-add complex exception processing capabilities Expansion into the Healthcare, Automotive, Receivables Management, B2B Acquiring, B2B Healthcare, Mortgage Servicing, B2B AP Automation, BNPL verticals Accelerates expansion into Automotive, Credit Union and Receivables Management verticals THEME Demonstrated ability to source, acquire, and integrate various targets across different verticals Dedicated team to manage robust M&A pipeline ACQUISITIONS RATIONALE 5 2017 2019 2016 2017 * 2019 * 2020 2020 * * 2020 * 2020 * 2021 2021 * * 2021 * 2021 * 2021 * *Completed since becoming a public company *


Slide 24

Majority of growth within Consumer Payments is derived from further penetration of existing client base. Majority of growth within Business Payments is derived from acquiring new clients. Multiple Levers to Continue to Drive Growth EXPAND USAGE AND INCREASE ADOPTION (1) ACQUIRE NEW CLIENTS IN EXISTING VERTICALS (2) OPERATIONAL EFFICIENCIES FUTURE MARKET EXPANSION OPPORTUNITIES STRATEGIC M&A REPAY’s leading platform & attractive market opportunity position it to build on its record of robust growth & profitability EXECUTE ON EXISTING BUSINESS BROADEN ADDRESSABLE MARKET AND SOLUTIONS 5


Slide 25

Richard Thornburgh Senior Advisor, Corsair Bob Hartheimer Senior Advisor, Klaros Group Experienced Board with Deep Payments Expertise John Morris CEO & Co-Founder Shaler Alias President & Co-Founder William Jacobs Former Board Member, Global Payments Board Member, Green Dot Former SVP, Mastercard Peter Kight Chairman, Founder of CheckFree Former Vice Chairman, Fiserv Paul Garcia Former Chairman and CEO, Global Payments Maryann Goebel Former CIO, Fiserv 9-member board of directors comprised of industry veterans and influential leaders in the financial services and payment industries Emnet Rios CFO, Digital Asset 6


Slide 26

3 REPAY Financial Overview


Slide 27

Financial Highlights Low volume attrition and low risk portfolio Differentiated technology platform & ecosystem Deeply integrated with client base Recurring transaction / volume-based revenue 2022 ANNUAL CARD PAYMENT VOLUME $25.7B SOFTWARE INTEGRATIONS(1) 262 FREE CASH FLOW CONVERSION(2) 42% HISTORICAL REVENUE CAGR(3) 16% HISTORICAL GROSS PROFIT CAGR(3) 18% HISTORICAL ADJUSTED EBITDA CAGR(3) 17% REPAY’s Unique Model Translates Into A Highly Attractive Financial Profile As of 12/31/2023 Free Cash Flow Conversion calculated as 2023A Free Cash Flow / 2023A Adjusted EBITDA. These are non-GAAP measures. See slide 1 under “Non-GAAP Financial Measures” and see slides 30 and 31 for reconciliations CAGR is from 2021A-2023A


Slide 28

Total Card Payment Volume ($Bn) Revenue ($MM) Significant Volume and Revenue Growth… REPAY has generated strong, consistent volume growth, resulting in ~$25.7Bn in annual card processing volume in 2023 REPAY’s revenue growth has been strong, resulting in 16% CAGR from 2021 to 2023 1.07% 1.09% 1.16% 12% CAGR 16% CAGR Take Rate (1) Take rate represents revenue / card payment volume


Slide 29

Gross Profit ($MM)(1) Adjusted EBITDA ($MM)(2) ...Translating into Accelerating Profitability… Gross margins continue to improve from processing cost savings Highly scalable platform with attractive margins 75% 77% 77% 43% % Margin 45% 43% % Margin Gross profit represents revenue less costs of services These are non-GAAP measures. See slide 1 under “Non-GAAP Financial Measures” and see slide 30 for reconciliation 17% CAGR 18% CAGR


Slide 30

Consumer Payments Business Payments …Across Our Segments 15% y/y organic growth (2) Gross Profit Margin 78.8% 78.4% Take Rate 1.23% 1.29% Take rate represents revenue / card payment volume Organic growth is a non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures” and slide 32 for reconciliation Business Payments revenue and gross profits excl. political media is a non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures” and slide 32 for reconciliation Gross Profit Margin 71.4% 73.5% Take Rate 0.78% 0.90% (1) (1) 16% y/y organic growth (2) (11% reported growth) (11% reported growth) 3% y/y growth, excl. political media (3) (-11% reported growth) 10% y/y growth, excl. political media (3) (-8% reported growth)


Slide 31

Adjusted EBITDA Reconciliation For the years ended December 31, 2023, 2022 and 2021, reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and client relationships, non-compete agreement, and software intangibles acquired through our acquisitions of TriSource, APS, Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. Reflects the loss recognized related to the disposition of BCS. Reflects write-offs of debt issuance costs relating to Term Loans. Reflects realized loss of our interest rate hedging arrangement which terminated in conjunction with the repayment of Term Loans. Reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date. For the year ended December 31, 2023, reflects non-cash goodwill impairment loss related to the Business Payments segment and impairment loss related to a trade name write-off of Media Payments. For the year ended December 31, 2022, reflects impairment loss related to trade names write-offs of BillingTree and Kontrol. For the year ended December 31, 2021, reflects impairment loss related to trade names write-offs of TriSource, APS, Ventanex, cPayPlus and CPS. For the year ended December 31, 2023, reflects the changes in management’s estimates of (i) the fair value of the liability relating to the Tax Receivable Agreement, and (ii) non-cash insurance reserve. For the years ended December 31, 2022 and 2021, reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. Represents compensation expense associated with equity compensation plans. Primarily consists of (i) during the year ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of BCS, (ii) during the year ended December 31, 2022, professional service fees and other costs incurred in connection with the acquisitions of BillingTree, Kontrol and Payix and (iii) during the year ended December 31, 2021, professional service fees and other costs incurred in connection with the acquisitions of Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix, as well as professional service expenses related to the January 2021 equity and convertible notes offerings. Reflects costs associated with reorganization of operations, consulting fees related to our processing services and other operational improvements, including restructuring and integration activities related to our acquired businesses, that were not in the ordinary course during the years ended December 31, 2023, 2022 and 2021. Additionally, for the year ended December 31, 2022, reflects one-time severance payments. For the year ended December 31, 2023, reflects payments made to third-parties in connection with an expansion of our personnel, franchise taxes and other non-income based taxes and one-time payments to certain partners. For the year ended December 31, 2022, reflects one-time payments to certain clients and partners, payments made to third-parties in connection with a significant expansion of our personnel, franchise taxes and other non-income based taxes, other payments related to COVID-19 and non-cash rent expense. For the year ended December 31, 2021, reflects one-time payments to certain clients and partners, other payments related to COVID-19, payments made to third-parties in connection with expansion of our personnel, franchise taxes and other non-income based taxes and non-cash rent expense. Beginning in the year ended December 31, 2023, no longer reflects non-cash rent expense. ($MM) 2021A 2022A 2023A Net Loss ($56.0) $8.7 ($117.4)         Interest Expense 3.7 4.2 1.0 Depreciation and Amortization(1) 89.7 107.8 103.9 Income Tax Benefit (30.7) 6.2 (2.1) EBITDA $6.6 $126.9 ($14.6)         Loss on business disposition (2) – – 10.0 Loss on extinguishment of debt(3) 5.9 – – Loss on termination of interest rate hedge(4) 9.1 – – Non-cash change in fair value of contingent consideration(5) 5.8 (3.3) – Non-cash impairment loss(6) 2.2 8.1 75.8 Non-cash change in fair value of assets and liabilities(7) 14.1 (66.9) 7.5 Share-based compensation expense(8) 22.3 20.5 22.2 Transaction expenses(9) 19.3 19.0 8.5 Restructuring and other strategic initiative costs(10) 4.6 7.9 11.9 Other non-recurring charges(11) 3.3 12.3 5.5 Adjusted EBITDA $93.2 $124.5 $126.8


Slide 32

Free Cash Flow Reconciliation Excludes acquisition costs that are capitalized as channel relationships. Primarily consists of (i) during the year ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of Blue Cow Software, and (ii) during the year ended December 31, 2022, professional service fees and other costs incurred in connection with the acquisitions of BillingTree, Kontrol Payables and Payix. Reflects costs associated with reorganization of operations, consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course during the years ended December 31, 2023 and 2022. For the year ended December 31, 2023, reflects payments made to third-parties in connection with an expansion of our personnel, franchise taxes and other non-income based taxes and one-time payments to certain partners. For the year ended December 31, 2022, reflects one-time payments to certain clients and partners, payments made to third-parties in connection with a significant expansion of our personnel, franchise taxes and other non-income based taxes, other payments related to COVID-19 and non-cash rent expense. Beginning in the period ended December 31, 2023, no longer reflects non-cash rent expense. Represents Free Cash Flow / Adjusted EBITDA. ($MM) 2022A 2023A Net Cash provided by Operating Activities $74.2 $103.6 Capital expenditures     Cash paid for property and equipment (3.2) (0.7) Cash paid for intangible assets (33.6) (50.1) Total capital expenditures(1) (36.8) (50.8) Free Cash Flow $37.4 $52.8 Adjusted EBITDA $124.5 $126.8     Free Cash Flow conversion(5) 30% 42%


Slide 33

2023 Growth Reconciliation FY 2023 $MM Consumer Payments Business Payments Total Company Revenue Growth 11% (11%) 6% Growth from Acquisitions / (Divestitures) (4%) n/a (4%) Organic Revenue Growth 15% (11%) 10% Growth from Political Media n/a (14%) (2%) Organic Revenue Growth, excl. political media 15% 3% 12% FY 2023 $MM Consumer Payments Business Payments Total Company Gross Profit Growth 11% (8%) 6% Growth from Acquisitions / (Divestitures) (5%) n/a (4%) Organic Gross Profit Growth 16% (8%) 10% Growth from Political Media n/a (18%) (3%) Organic GP Growth, excl. political media 16% 10% 13%


Slide 34

Thank you