UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
Commission File Number
(Exact name of Registrant as specified in its Charter)
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(I.R.S. Employer Identification No.) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 3, 2024, there are
REPAY HOLDINGS CORPORATION
Quarterly Report on Form 10‑Q
For the quarter ended March 31, 2024
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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34 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements reflect our current views with respect to, among other things, anticipated benefits from our recent acquisitions, expected demand on our product offerings, including further implementation of electronic payment options and statements regarding our market and growth opportunities, and our business strategy and the plans and objectives of management for future operations. You generally can identify these statements by the use of words such as “outlook,” “potential,” “continue,” “may,” “seek,” “approximately,” “predict,” “believe,” “expect,” “plan,” “intend,” “estimate” or “anticipate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These statements may be found under Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. These risks and uncertainties include, but are not limited to: 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 we compete, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that we target, including the regulatory environment applicable to our clients; the ability to retain, develop and hire key personnel; risks relating to our relationships within the payment ecosystem; risk that we may not be able to execute our growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to us; the risk that we may not be able to maintain effective internal controls; and those risks described under Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.
PART I
FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
REPAY HOLDINGS CORPORATION
Condensed Consolidated Balance Sheets
($ in thousands) |
March 31, 2024 (Unaudited) |
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December 31, 2023 |
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Assets |
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Cash and cash equivalents |
$ |
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$ |
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Accounts receivable |
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Prepaid expenses and other |
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Total current assets |
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Property, plant and equipment, net |
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Restricted cash |
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Intangible assets, net |
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Goodwill |
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Operating lease right-of-use assets, net |
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Deferred tax assets |
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Other assets |
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Total noncurrent assets |
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Total assets |
$ |
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$ |
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Liabilities |
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Accounts payable |
$ |
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$ |
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Accrued expenses |
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Current operating lease liabilities |
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Current tax receivable agreement |
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— |
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Other current liabilities |
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Total current liabilities |
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Long-term debt |
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Noncurrent operating lease liabilities |
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Tax receivable agreement, net of current portion |
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Other liabilities |
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Total noncurrent liabilities |
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Total liabilities |
$ |
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$ |
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Stockholders' equity |
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Class A common stock, $ |
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Class V common stock, $ |
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— |
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— |
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Treasury stock, |
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Additional paid-in capital |
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Accumulated deficit |
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Total Repay stockholders' equity |
$ |
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$ |
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Non-controlling interests |
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Total equity |
$ |
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$ |
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Total liabilities and equity |
$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
1
REPAY HOLDINGS CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited)
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Three Months Ended March 31, |
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($ in thousands, except per share data) |
2024 |
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2023 |
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Revenue |
$ |
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$ |
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Operating expenses |
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Costs of services (exclusive of depreciation and amortization shown separately below) |
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Selling, general and administrative |
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Depreciation and amortization |
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Loss on business disposition |
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— |
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Total operating expenses |
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Loss from operations |
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Other income (expense) |
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Interest income (expense), net |
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( |
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Change in fair value of tax receivable liability |
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( |
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( |
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Other (loss) income, net |
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( |
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( |
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Total other income (expense) |
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( |
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( |
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Loss before income tax expense |
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( |
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Income tax expense |
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( |
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Net loss |
$ |
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$ |
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Less: Net loss attributable to non-controlling interests |
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( |
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Net loss attributable to the Company |
$ |
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$ |
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Loss per Class A share attributable to the Company: |
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Basic and diluted |
$ |
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$ |
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Weighted-average shares outstanding: |
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Basic and diluted |
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See accompanying notes to condensed consolidated financial statements.
2
REPAY HOLDINGS CORPORATION
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
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Repay Stockholders |
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Class A Common |
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Class V Common |
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Additional |
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Treasury |
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Accumulated |
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Non-controlling |
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Total |
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($ in thousands) |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Stock |
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Deficit |
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Interests |
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Equity |
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Balance at December 31, 2022 |
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$ |
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$ |
- |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Exchange of Post-Merger Repay Units |
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- |
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- |
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- |
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- |
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( |
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- |
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Release of share awards vested under Incentive Plan |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Tax withholding related to shares vesting under Incentive Plan |
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( |
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- |
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- |
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( |
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- |
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- |
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( |
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Stock-based compensation |
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- |
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- |
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- |
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- |
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- |
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( |
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Tax distribution from Hawk Parent |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
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Net loss |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
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( |
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Balance at March 31, 2023 |
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$ |
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$ |
- |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Balance at December 31, 2023 |
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$ |
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$ |
- |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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$ |
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Release of share awards vested under Incentive Plan |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Tax withholding related to shares vesting under Incentive Plan |
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( |
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- |
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- |
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( |
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- |
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- |
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( |
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Stock-based compensation |
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- |
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- |
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- |
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- |
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- |
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( |
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Net loss |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
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( |
) |
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Balance at March 31, 2024 |
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$ |
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$ |
- |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
3
REPAY HOLDINGS CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Three Months Ended March 31, |
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($ in thousands) |
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2024 |
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2023 |
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Cash flows from operating activities |
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Net loss |
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$ |
( |
) |
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$ |
( |
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Adjustments to reconcile net loss to net cash provided by operating activities: |
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Depreciation and amortization |
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Stock based compensation |
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Amortization of debt issuance costs |
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Loss on business disposition |
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— |
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Fair value change in tax receivable agreement liability |
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Deferred tax expense |
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Change in accounts receivable |
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( |
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( |
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Change in prepaid expenses and other |
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( |
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Change in operating lease ROU assets |
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Change in accounts payable |
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( |
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Change in related party payable |
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— |
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Change in accrued expenses and other |
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( |
) |
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( |
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Change in operating lease liabilities |
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( |
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( |
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Change in other liabilities |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities |
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Purchases of property and equipment |
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( |
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( |
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Capitalized software development costs |
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( |
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( |
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Proceeds from sale of business, net of cash retained |
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— |
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Net cash (used in) provided by investing activities |
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( |
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Cash flows from financing activities |
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Payments on long-term debt |
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— |
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( |
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Payments for tax withholding related to shares vesting under Incentive Plan |
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( |
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( |
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Distributions to Members |
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— |
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( |
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Payment of Tax Receivable Agreement (“TRA”) |
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( |
) |
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— |
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Payment of contingent consideration liability up to acquisition-date fair value |
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— |
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( |
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Net cash used in financing activities |
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( |
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( |
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Increase in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash at beginning of period |
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$ |
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$ |
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Cash, cash equivalents and restricted cash at end of period |
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$ |
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$ |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
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Cash paid during the year for: |
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Interest |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
4
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
1. Organizational Structure and Corporate Information
Repay Holdings Corporation was incorporated as a Delaware corporation on July 11, 2019 in connection with the closing of a transaction (the “Business Combination”) pursuant to which Thunder Bridge Acquisition Ltd., a special purpose acquisition company organized under the laws of the Cayman Islands (“Thunder Bridge”), (a) domesticated into a Delaware corporation and changed its name to “Repay Holdings Corporation” and (b) consummated the merger of a wholly owned subsidiary of Thunder Bridge with and into Hawk Parent Holdings, LLC, a Delaware limited liability company (“Hawk Parent”).
Throughout this section, unless otherwise noted or unless the context otherwise requires, the terms “we”, “us”, “Repay” and the “Company” and similar references refer to Repay Holdings Corporation and its consolidated subsidiaries.
The Company is headquartered in Atlanta, Georgia.
2. Basis of Presentation and Summary of Significant Accounting Policies
Unaudited Interim Condensed Consolidated Financial Statements
These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited condensed consolidated financial statements and accompanying notes, which are included in the Annual Report on Form 10-K for the year ended December 31, 2023.
The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with instructions to Form 10-Q and Rule 10-01 of SEC Regulation S-X as they apply to interim financial information. Accordingly, the interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. The Company uses the accrual basis of accounting whereby revenues are recognized when earned, usually upon the date services are rendered, and expenses are recognized at the date services are rendered or goods are received.
The interim condensed consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments, operations and cash flows as of and for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Repay Holdings Corporation and its majority-owned subsidiary, Hawk Parent Holdings LLC, along with Hawk Parent Holdings LLC’s wholly owned subsidiaries: Hawk Intermediate Holdings, LLC, Hawk Buyer Holdings, LLC, Repay Holdings, LLC, M&A Ventures, LLC, Repay Management Holdco Inc., Repay Management Services LLC, Sigma Acquisition, LLC, Wildcat Acquisition, LLC, Marlin Acquirer, LLC, REPAY International LLC, REPAY Canada Solutions ULC, TriSource Solutions, LLC (“TriSource”), Mesa Acquirer, LLC, CDT Technologies LTD (“Ventanex”), Viking GP Holdings, LLC, cPayPlus, LLC (“cPayPlus”), CPS Payment Services, LLC, Media Payments, LLC, Custom Payment Systems, LLC, Electronic Payment Providers, LLC, Internet Payment Exchange, LLC, Stratus Payment Solutions, LLC, Clear Payment Solutions, LLC, Harbor Acquisition LLC, Payix Holdings Incorporated and Payix Incorporated. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported Condensed Consolidated Statements of Operations during the reporting period. Actual results could differ materially from those estimates.
5
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
Reclassifications
The Company changed its presentation for Interest expense to Interest income (expense), net within the Condensed Consolidated Statements of Operations. Prior period amounts have been revised to conform to the current presentation.
Segment Reporting
The Company reports operating results through
Recently Issued Accounting Pronouncements not yet Adopted
Segment Reporting
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”)”. ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, on an annual and interim basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the effects of ASU No. 2023-07 on its Consolidated Financial Statements.
Income Taxes
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”)”. ASU 2023-09 requires public business entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the effects of ASU No. 2023-09 on its Consolidated Financial Statements.
3. Revenue
Disaggregation of revenue
The Company’s revenue is from two types of relationships: (i) direct relationships and (ii) indirect relationships.
|
|
Three Months Ended March 31, 2024 |
|
|||||||||||||
($ in thousands) |
|
Consumer Payments |
|
|
Business Payments |
|
|
Elimination of intersegment revenues |
|
|
Total |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Direct relationships |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Indirect relationships |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
6
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
|
|
Three Months Ended March 31, 2023 |
|
|||||||||||||
($ in thousands) |
|
Consumer Payments |
|
|
Business Payments |
|
|
Elimination of intersegment revenues |
|
|
Total |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Direct relationships |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Indirect relationships |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
4. Earnings Per Share
During the three months ended March 31, 2024 and 2023, basic and diluted net loss per common share are the same since the inclusion of the assumed exchange of all limited liability company interests of Hawk Parent (“Post-Merger Repay Units”), unvested share-based awards, outstanding stock options and the Company’s Convertible Senior Notes due 2026 (“2026 Notes”) would have been anti-dilutive.
The following table summarizes net loss attributable to the Company and the weighted average basic and diluted shares outstanding:
|
|
Three Months Ended March 31, |
|
|||||
($ in thousands, except per share data) |
|
2024 |
|
|
2023 |
|
||
Loss before income tax expense |
|
$ |
( |
) |
|
$ |
( |
) |
Less: Net loss attributable to non-controlling interests |
|
|
( |
) |
|
|
( |
) |
Income tax expense |
|
|
( |
) |
|
|
( |
) |
Net loss attributable to the Company |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Weighted average shares of Class A common stock outstanding - basic and diluted |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Loss per share of Class A common stock outstanding - basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
For the three months ended March 31, 2024 and 2023, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Post-Merger Repay Units exchangeable for Class A common stock |
|
|
|
|
|
|
||
Unvested share-based awards of Class A common stock |
|
|
|
|
|
|
||
Outstanding stock options for Class A common stock |
|
|
|
|
|
|
||
2026 Notes convertible into Class A common stock |
|
|
|
|
|
|
||
Share equivalents excluded from loss per share |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Shares of the Company’s Class V common stock do not participate in the earnings or losses of the Company and, therefore, are not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V common stock under the two-class method has not been presented. Each share of the Company’s Class V common stock gives the holder the right to vote the number of shares corresponding to the number of Post-Merger Repay Units held by that holder, but shares of Class V common stock have no economic rights.
7
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
5. Business Disposition
On February 15, 2023, the Company sold Blue Cow Software, LLC and a related entity (“BCS”) within the Consumer Payments segment for cash proceeds of $
In connection with the disposition of BCS, the Company recognized a reduction in goodwill of $
Transaction Expenses
The Company incurred transaction expenses of $
6. Fair Value
The following table summarizes, by level within the fair value hierarchy, estimated fair values of the Company’s assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Condensed Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented.
|
|
March 31, 2024 |
|
|||||||||||||
($ in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Other assets |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Borrowings |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Tax receivable agreement |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Total liabilities |
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
December 31, 2023 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Other assets |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Borrowings |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Tax receivable agreement |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Total liabilities |
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
Cash and cash equivalents contains cash on hand, demand deposit accounts, money market accounts and short term investments with original maturities of three months or less. They are classified within Level 1 of the fair value hierarchy, under Accounting Standard Codification (“ASC”) 820, Fair Value Measurements (“ASC 820”), as the price is obtained from quoted market prices in an active market. The carrying amounts of the Company’s cash and cash equivalents approximate their fair values due to the short maturities and highly liquid nature of these accounts.
8
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
Restricted Cash
Restricted cash is classified within Level 1 of the fair value hierarchy under ASC 820, as the primary component is cash that is used as collateral for debts. The carrying amounts of the Company’s restricted cash approximate their fair values due to the highly liquid nature.
Other assets
Other assets contain a minority equity investment in a privately-held company. The Company elected a measurement alternative for measuring this investment, in which the carrying amount is adjusted based on any observable price changes in orderly transactions. The investment is classified as Level 2 as observable adjustments to value are infrequent and occur in an inactive market.
Borrowings
The revolving credit facility and 2026 Notes are measured at amortized cost, which the carrying value is unpaid principal net of unamortized debt discount and debt issuance costs. The estimated fair value of the revolving credit facility approximates the unpaid principal because its interest rate approximates market interest rates. The estimated fair value of the 2026 Notes is determined using the quoted prices from over-the-counter markets. The estimated fair value of the Company’s borrowings is classified within Level 2 of the fair value hierarchy, as the market interest rates and quoted prices are generally observable and do not contain a high level of subjectivity. As of March 31, 2024 and December 31, 2023, the Company had $
The following table provides the carrying value and estimated fair value of borrowings. See Note 9. Borrowings for further discussion on borrowings.
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||
($ in thousands) |
|
Carrying value |
|
|
Fair value |
|
|
Carrying value |
|
|
Fair value |
|
||||
2026 Notes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Tax Receivable Agreement
Upon the completion of the Business Combination, the Company entered into the TRA with holders of Post-Merger Repay Units. As a result of the TRA, the Company established a liability in its condensed consolidated financial statements. The TRA is recorded at fair value based on estimates of discounted future cash flows associated with the estimated payments to the Post-Merger Repay Unit holders. These inputs are not observable in the market; thus, the TRA is classified within Level 3 of the fair value hierarchy, under ASC 820. The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805, Business Combinations, which is recorded within Change in fair value of tax receivable liability in the Company’s Condensed Consolidated Statements of Operations.
The Company used a discount rate, also referred to as the Early Termination Rate, as defined in the TRA, to determine the present value, based on a , pursuant to the TRA. A rate of
The following table provides a rollforward of the TRA related to the acquisition and exchanges of Post-Merger Repay Units. See Note 12. Taxation for further discussion on the TRA.
9
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
|
|
Three Months Ended March 31, |
|
|||||
($ in thousands) |
|
2024 |
|
|
2023 |
|
||
Balance at beginning of period |
|
$ |
|
|
$ |
|
||
Purchases |
|
|
— |
|
|
|
|
|
Payments |
|
|
( |
) |
|
|
— |
|
Accretion expense |
|
|
|
|
|
— |
|
|
Valuation adjustment |
|
|
( |
) |
|
|
|
|
Balance at end of period |
|
$ |
|
|
$ |
|
||
7. Intangible Assets
The Company holds definite and indefinite-lived intangible assets. As of March 31, 2024 and December 31, 2023, the indefinite-lived intangible assets consist of
Intangible assets consisted of the following:
($ in thousands) |
|
Gross Carrying Value |
|
|
Accumulated Amortization |
|
|
Net Carrying Value |
|
|
Weighted Average Useful Life (Years) |
|
||||
Client relationships |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
||||
Channel relationships |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Software costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-compete agreements |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade name |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Balance as of March 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Client relationships |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
||||
Channel relationships |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Software costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-compete agreements |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade name |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Balance as of December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
||||
The Company’s amortization expense for intangible assets was $
The estimated amortization expense for the next five years and thereafter in the aggregate is as follows:
($ in thousands) |
|
Estimated Future |
|
|
Year Ending December 31, |
|
Amortization Expense |
|
|
2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Thereafter |
|
|
|
|
8. Goodwill
There were
The Company concluded that goodwill was
10
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
9. Borrowings
Amended Credit Agreement
On February 3, 2021, the Company announced the closing of a new undrawn $
On December 29, 2021, the Company increased its existing senior secured credit facility by $
On February 9, 2023, the Company further amended the Amended Credit Agreement to replace London Inter-bank Offer Rate (“LIBOR”) with term Secured Overnight Financing Rate (“SOFR”) as the interest rate benchmark.
On February 28, 2023, the Company repaid in full the entire amount of $
As of March 31, 2024, the Company had $
Convertible Senior Debt
On January 19, 2021, the Company issued $
During the three months ended March 31, 2024, the conversion contingencies of the 2026 Notes were not met, and the conversion terms of the 2026 Notes were not significantly changed.
The following table summarizes the total borrowings under the Amended Credit Agreement and 2026 Notes:
($ in thousands) |
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Non-current indebtedness: |
|
|
|
|
|
|
||
Convertible Senior Debt |
|
$ |
|
|
$ |
|
||
Total borrowings |
|
|
|
|
|
|
||
Less: Long-term loan debt issuance cost (1) |
|
|
|
|
|
|
||
Total non-current borrowings |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
11
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
The following is a summary of principal maturities of long‑term debt for each of the next five years ending December 31 and in the aggregate:
($ in thousands) |
|
|
|
|
2024 |
|
$ |
— |
|
2025 |
|
|
— |
|
2026 |
|
|
|
|
2027 |
|
|
— |
|
2028 |
|
|
— |
|
|
|
$ |
|
|
|
|
|
|
|
10. Commitments and Contingencies
Legal Matters
The Company is a party to various claims and lawsuits incidental to its business. In the Company’s opinion, the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, are not expected to have a material adverse effect on its financial position, liquidity, results of operations or cash flows.
Leases
The Company has commitments under operating leases for real estate leased from third parties under non-cancelable operating leases. The Company’s leases typically have lease terms between
On December 31, 2023, the Company entered an amendment for one of the existing leases to relocate to another space within the building commencing on August 1, 2024. The landlord provides a construction allowance, in the form of reimbursements, of up to $
During the three months ended March 31, 2024, the Company recognized sublease income of $
The components of lease cost are presented in the following table:
|
|
Three Months Ended March 31, |
|
|||||
($ in thousands) |
|
2024 |
|
|
2023 |
|
||
Components of total lease costs: |
|
|
|
|
|
|
||
Operating lease cost |
|
$ |
|
|
$ |
|
||
Short-term lease cost |
|
|
|
|
|
|
||
Variable lease cost |
|
|
— |
|
|
|
— |
|
Total lease cost |
|
$ |
|
|
$ |
|
||
Amounts reported in the Condensed Consolidated Balance Sheets were as follows:
($ in thousands) |
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Operating leases: |
|
|
|
|
|
|
||
ROU assets |
|
$ |
|
|
$ |
|
||
Lease liability, current |
|
|
|
|
|
|
||
12
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
Lease liability, long-term |
|
|
|
|
|
|
||
Total lease liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Weighted-average remaining lease term (in years) |
|
|
|
|
|
|||
Weighted-average discount rate (annualized) |
|
|
% |
|
|
% |
||
Other information related to leases are as follows:
|
|
Three Months Ended March 31, |
|
|||||
($ in thousands) |
|
2024 |
|
|
2023 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
||
ROU assets obtained in exchange for lease liabilities: |
|
|
|
|
|
|
||
Operating leases |
|
|
— |
|
|
|
— |
|
The following table presents a maturity analysis of the Company’s operating leases liabilities as of March 31, 2024:
($ in thousands) |
|
|
|
|
2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Thereafter |
|
|
|
|
Total undiscounted lease payments |
|
|
|
|
Less: Imputed interest |
|
|
|
|
Total lease liabilities |
|
$ |
|
|
11. Share Based Compensation
Omnibus Incentive Plan
At the 2019 Annual Shareholders Meeting of Thunder Bridge, the shareholders considered and approved the 2019 Omnibus Incentive Plan (the “Incentive Plan”) which resulted in the reservation of
Under this plan, the Company currently has four types of share-based compensation awards outstanding: performance stock units (“PSUs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance-based stock options (“PSOs”).
Share-Based Awards
The following table summarizes share-based compensation expense and the related income tax benefit recognized for the Company’s share-based compensation awards. Share-based compensation expenses are recorded within Selling, general and administrative in the Company’s Condensed Consolidated Statement of Operations.
|
|
Three Months Ended March 31, |
|
|||||
($ in millions) |
|
2024 |
|
|
2023 |
|
||
Share-based compensation expense |
|
$ |
|
|
$ |
|
||
Income tax benefit |
|
|
|
|
|
|
||
13
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
Activity for RSAs for the three months ended March 31, 2024 was as follows:
|
|
Class A Common Stock |
|
|
Weighted Average Grant Date Fair Value |
|
||
Unvested at December 31, 2023 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Forfeited (1) |
|
|
|
|
|
|
||
Vested |
|
|
|
|
|
|
||
Unvested at March 31, 2024 |
|
|
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Activity for RSUs for the three months ended March 31, 2024 was as follows:
|
|
Class A Common Stock |
|
|
Weighted Average Grant Date Fair Value |
|
||
Unvested at December 31, 2023 |
|
|
|
|
$ |
|
||
Granted |
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
— |
|
|
|
— |
|
Vested |
|
|
— |
|
|
|
— |
|
Unvested at March 31, 2024 |
|
|
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Activity for PSUs for the three months ended March 31, 2024 was as follows:
|
|
Class A Common Stock (2) |
|
|
Weighted Average Grant Date Fair Value |
|
||
Unvested at December 31, 2023 |
|
|
|
|
$ |
|
||
Granted |
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
— |
|
|
|
— |
|
Vested |
|
|
— |
|
|
|
— |
|
Unvested at March 31, 2024 |
|
|
|
|
$ |
|
||
|
|
|
|
|
|
|
||
For PSUs, RSAs, and RSUs vested during the three months ended March 31, 2024, the total fair value, based upon the Company’s Class A common stock price at the date vested, was $
14
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
Stock Options
Activity for PSOs for the three months ended March 31, 2024 was as follows:
|
|
Options |
|
|
Weighted Average Exercise Price |
|
|
Weighted Average Remaining Contractual Term (in years) |
|
|
Aggregate Intrinsic Value |
|
||||
Outstanding at December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Granted |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Forfeited |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Exercised |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Outstanding at March 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options vested and exercisable at March 31, 2024 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
The Company recognized compensation expense for PSOs of $
The weighted average grant date fair value of PSOs granted during the three months ended March 31, 2023 was $
|
|
Three Months Ended March 31, 2023 |
|
|
Risk-free interest rate |
|
|
% |
|
Expected volatility |
|
|
% |
|
Dividend yield |
|
|
% |
|
Expected term (in years) |
|
|
|
|
The risk-free interest rate was based on the yield of a zero-coupon U.S. Treasury security with a maturity equal to the contractual term of seven years. The assumption on expected volatility was based on the average of historical peer group volatilities using daily prices. The dividend yield assumption was determined as
Employee Stock Purchase Plan
On August 18, 2021, the Company’s stockholders approved the Repay Holdings Corporation 2021 Employee Stock Purchase Plan (the “ESPP”). The purpose of the ESPP is to provide eligible employees with the opportunity to purchase the Company’s Class A common stock through accumulated payroll deductions. A total of
12. Taxation
Repay Holdings Corporation is taxed as a corporation and is subject to paying corporate federal, state and local taxes on the income allocated to it from Hawk Parent, based upon Repay Holding Corporation’s economic interest held in Hawk Parent, as well as any stand-alone income or loss it generates. Hawk Parent is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Hawk Parent is not subject to U.S. federal and
15
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
certain state and local income taxes. Hawk Parent’s members, including Repay Holdings Corporation, are liable for federal, state and local income taxes based on their allocable share of Hawk Parent’s pass-through taxable income.
The Company’s effective tax rate was (
The Company recognized an adjustment of $
Deferred tax assets, net of $
The Company did not recognize any adjustment to the deferred tax asset (“DTA”) and offsetting deferred tax liability (“DTL”) recorded as a result of the ceiling rule limitation arising under Code Sec. 704(c) for the three months ended March 31, 2024, to account for the portion of the Company’s outside basis in the partnership interest that it will not recover through tax deductions. As the ceiling rule causes taxable income allocations to be in excess of 704(b) book allocations the DTL will unwind, leaving only the DTA, which may only be recovered through the sale of the partnership interest in Hawk Parent. The Company has concluded, based on the weight of all positive and negative evidence, that all of the DTA associated with the ceiling rule limitation is not likely to be realized. As such, a
Tax Receivable Agreement Liability
Pursuant to the Company’s election under Section 754 of the Code, the Company expects to obtain an increase in its share of the tax basis in the net assets of Hawk Parent when Post-Merger Repay Units are redeemed or exchanged for Class A common stock of Repay Holdings Corporation. The Company intends to treat any redemptions and exchanges of Post-Merger Repay Units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.
On July 11, 2019, the Company entered into a TRA that provides for the payment by the Company of
16
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
TRA Payments are not conditioned upon any continued ownership interest in Hawk Parent or the Company. The rights of each party under the TRA other than the Company are assignable. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors.
As of March 31, 2024, the Company had a liability of $
13. Segments
The Company organizes its business structure around
Consumer Payments
The Consumer Payments segment provides payment processing solutions (including debit and credit card processing, ACH processing and other electronic payment acceptance solutions, as well as our loan disbursement product) that enable the Company’s clients to collect payments and disburse funds to consumers and includes the Company’s clearing and settlement solutions (“RCS”) offering. RCS is the Company’s proprietary clearing and settlement platform through which the Company markets customizable payment processing programs to other Independent Sales Organizations (“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. The Consumer Payments segment represented approximately
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 the Company’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, HOA management and hospitality. The Business Payments segment represented approximately
17
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
The following table presents revenue and gross profit for each reportable segment.
|
|
Three Months Ended March 31, |
|
|||||
($ in thousand) |
|
2024 |
|
|
2023 |
|
||
Revenue |
|
|
|
|
|
|
||
Consumer Payments |
|
$ |
|
|
$ |
|
||
Business Payments |
|
|
|
|
|
|
||
Elimination of intersegment revenues (1) |
|
|
( |
) |
|
|
( |
) |
Total revenue |
|
$ |
|
|
$ |
|
||
Gross profit (2) |
|
|
|
|
|
|
||
Consumer Payments |
|
$ |
|
|
$ |
|
||
Business Payments |
|
|
|
|
|
|
||
Elimination of intersegment revenues |
|
|
( |
) |
|
|
( |
) |
Total gross profit |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Total other operating expenses (3) |
|
$ |
|
|
$ |
|
||
Total other income (expense) |
|
|
( |
) |
|
|
( |
) |
Loss before income tax expense |
|
|
( |
) |
|
|
( |
) |
Income tax expense |
|
|
( |
) |
|
|
( |
) |
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Revenue and costs of services are attributed directly to each segment. There is no significant concentration of revenue or assets in foreign countries as of March 31, 2024. The CODM reporting package does not include interest income (expense), net, depreciation and amortization, income tax benefit (expense) and discrete asset details of the operating segments as this information is not considered by the CODM for resource allocation or other segment analysis purposes.
14. Subsequent events
Management has evaluated subsequent events and their potential effects on these unaudited condensed consolidated financial statements. Based upon the review, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For purposes of this section, "Repay", the “Company", "we", or "our" refer to Repay Holdings Corporation and its subsidiaries, unless the context otherwise requires. Certain figures have been rounded for ease of presentation and may not sum due to rounding.
Cautionary Note Regarding Forward-Looking Statements
Statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including those set forth under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.
Overview
We provide integrated payment processing solutions to industry-oriented markets in which clients have specific transaction processing needs. We refer to these markets as “vertical markets” or “verticals.” Our proprietary, integrated payment technology platform reduces the complexity of the electronic payments process for businesses, while enhancing their consumers’ overall experience. We are a payments innovator, differentiated by our proprietary, integrated payment technology platform and our ability to reduce the complexity of the electronic payments for businesses. We intend to continue to strategically target verticals where we believe our ability to tailor payment solutions to our client needs, our deep knowledge of our vertical markets and the embedded nature of our integrated payment solutions will drive strong growth by attracting new clients and fostering long-term client relationships.
We report our financial results based on two reportable segments.
Consumer Payments – Our Consumer Payments segment provides payment processing solutions (including debit and credit card processing, ACH processing and other electronic payment acceptance solutions, as well as our loan disbursement product) that enable our clients to collect payments and disburse funds to consumers and includes our RCS offering. RCS is our proprietary clearing and settlement platform through which we market customizable payment processing programs to other ISOs and payment facilitators. The strategic vertical markets served by our Consumer Payments segment primarily include personal loans, automotive loans, receivables management, credit unions, mortgage servicing, consumer healthcare and diversified retail.
Business Payments – Our 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 our clients to collect or send payments to other businesses. The strategic vertical markets served within our Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, HOA management and hospitality.
Macroeconomic Conditions
We have been monitoring the current economic environment in the U.S. and globally – characterized by heightened inflation (including changes in wages), rising interest rates, supply chain issues, slower growth and recent banking system volatility. Such macroeconomic conditions may continue to evolve in ways that are difficult to fully anticipate and may also include increased levels of unemployment and/or a recession. Some or all of these market factors have and could continue to adversely affect our payment volumes from the consumer loan market, the receivables management industry and consumer and commercial spending. The effect of these events on our financial condition, results of operations and cash flows is uncertain and cannot be predicted at this time. Finally, the impact of all of these various events on our results in the first three months of 2024 may not be necessarily indicative of their impact on our results for the remainder of 2024.
19
Business Combination
The Company was formed upon closing of the merger of Hawk Parent with a subsidiary of Thunder Bridge, a special purpose acquisition company, on July 11, 2019. On the closing of the Business Combination, Thunder Bridge changed its name to “Repay Holdings Corporation.”
Key Factors Affecting Our Business
Key factors that we believe impact our business, results of operations and financial condition include, but are not limited to, the following:
Key Components of Our Revenues and Expenses
Revenues
Revenue. As our clients process increased volumes of payments, our revenues increase as a result of the fees we charge for processing these payments. Most of our revenues are derived from volume-based payment processing fees (“discount fees”) and other related fixed per transaction fees. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed and include fees relating to processing and services that we provide. The transaction price for such processing services is determined, based on the judgment of management, considering factors such as margin objectives, pricing practices and controls, client segment pricing strategies, the product life cycle and the observable price of the service charged to similarly situated clients. During the three months ended March 31, 2024 and 2023, our chargeback rate was less than 1% of our card payment volume.
Expenses
Costs of services. Costs of services primarily include commissions to our software integration partners and other third-party processing costs, such as front and back-end processing costs and sponsor bank fees.
Selling, general and administrative. Selling, general and administrative expenses include salaries, share-based compensation and other employment costs, professional service fees, rent and utilities, and other operating costs.
Depreciation and amortization. Depreciation expense consists of depreciation on our investments in property, equipment and computer hardware. Depreciation expense is recognized on a straight-line basis over the estimated useful life of the asset. Amortization expense for software development costs and purchased software is recognized on the straight-line method over a three-year estimated useful life, between eight to ten years estimated useful life for client relationships and channel relationships, and between two to five years estimated useful life for non-compete agreements.
Interest income (expense), net. Interest income consists of interest received on our cash and cash equivalents. Interest expense consists of interest paid in respect of our indebtedness under the Amended Credit Agreement.
Change in fair value of tax receivable liability. This amount represents the change in fair value of the tax receivable agreement liability. The TRA liability is carried at fair value; so, any change to the valuation of this liability is recognized through this line in other expense. The change in fair value can result from the redemption or exchange of Post-Merger Repay Units for Class A common stock of Repay Holdings Corporation, through accretion of the discounted fair value of the expected future cash payments, or changes to the discount rate, or Early Termination Rate, used to determine the fair value of the liability.
20
Results of Operations (Unaudited)
|
|
Three Months ended March 31, |
|
|||||
(in $ thousands, except per share data) |
|
2024 |
|
|
2023 |
|
||
Revenue |
|
$ |
80,720 |
|
|
$ |
74,537 |
|
Operating expenses |
|
|
|
|
|
|
||
Costs of services (exclusive of depreciation and amortization shown separately below) |
|
|
19,175 |
|
|
|
17,965 |
|
Selling, general and administrative |
|
|
37,021 |
|
|
|
38,518 |
|
Depreciation and amortization |
|
|
27,028 |
|
|
|
26,140 |
|
Loss on business disposition |
|
|
— |
|
|
|
9,878 |
|
Total operating expenses |
|
|
83,224 |
|
|
|
92,501 |
|
Loss from operations |
|
|
(2,504 |
) |
|
|
(17,964 |
) |
Other income (expense) |
|
|
|
|
|
|
||
Interest income (expense), net |
|
|
380 |
|
|
|
(923 |
) |
Change in fair value of tax receivable liability |
|
|
(2,913 |
) |
|
|
(4,538 |
) |
Other (loss) income, net |
|
|
(26 |
) |
|
|
(150 |
) |
Total other income (expense) |
|
|
(2,559 |
) |
|
|
(5,611 |
) |
Loss before income tax expense |
|
|
(5,063 |
) |
|
|
(23,575 |
) |
Income tax expense |
|
|
(302 |
) |
|
|
(4,357 |
) |
Net loss |
|
$ |
(5,365 |
) |
|
$ |
(27,932 |
) |
Net loss attributable to non-controlling interest |
|
|
(153 |
) |
|
|
(1,540 |
) |
Net loss attributable to the Company |
|
$ |
(5,212 |
) |
|
$ |
(26,392 |
) |
|
|
|
|
|
|
|
||
Weighted-average shares of Class A common stock outstanding - basic and diluted |
|
|
91,218,208 |
|
|
|
88,615,760 |
|
|
|
|
|
|
|
|
||
Loss per Class A share - basic and diluted |
|
$ |
(0.06 |
) |
|
$ |
(0.30 |
) |
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
Revenue
Total revenue was $80.7 million for the three months ended March 31, 2024 and $74.5 million for the three months ended March 31, 2023, an increase of $6.2 million or 8.3%. This increase was the result of newly signed clients and the growth of our existing clients. For the three months ended March 31, 2023, revenues of approximately $1.2 million are attributable to BCS.
Costs of Services
Costs of services were $19.2 million for the three months ended March 31, 2024 and $18.0 million for the three months ended March 31, 2023, an increase of $1.2 million or 6.7%. This increase was the result of newly signed clients and the growth of our existing clients. For the three months ended March 31, 2023, costs of services of less than $0.1 million are attributable to BCS.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $37.0 million for the three months ended March 31, 2024 and $38.5 million for the three months ended March 31, 2023, a decrease of $1.5 million or 3.9%, primarily due to a $2.8 million decrease in transaction expenses related to the disposition of BCS in the prior year period, partially offset by a $0.9 million increase in compensation expenses and a $0.5 million increase in software and technological services expenses related to the integration of acquired businesses.
Depreciation and Amortization Expenses
Depreciation and amortization expenses were $27.0 million for the three months ended March 31, 2024 and $26.1 million for the three months ended March 31, 2023, an increase of $0.9 million or 3.4%. This increase was driven by additional amortization related to newly capitalized software.
Interest Income (Expense), net
Interest income (expense), net was $0.4 million for the three months ended March 31, 2024, and included $1.3 million of interest income and ($0.9) million of interest expense. Interest income (expense), net was ($0.9) million for the
21
three months ended March 31, 2023, and included $0.3 million of interest income and ($1.2) million of interest expense. Interest income increased by $1.0 million compared to prior year period, due to higher average interest rates earned on our cash and cash equivalents. Interest expense decreased by $0.3 million compared to the prior year period, due to a lower outstanding principal balance under our Amended Credit Agreement.
Change in Fair Value of Tax Receivable Liability
We incurred a net loss, related to accretion expense and fair value adjustment of the tax receivable liability of $2.9 million for the three months ended March 31, 2024, compared to a $4.5 million loss for the three months ended March 31, 2023, a decrease of $1.6 million. This decrease was due to lower fair value adjustments related to the tax receivable liability, primarily as a result of changes to the discount rate, or Early Termination Rate, used to determine the fair value of the liability.
Income Tax Expense
The income tax expense was $0.3 million for the three months ended March 31, 2024. This was a result of the operating loss incurred by us, primarily driven by the change in fair value of the tax receivable liability, stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions, offset by stock-based compensation expense net tax shortfall and the state rate change impact on deferred taxes which are both required to be reported discretely in the interim period in which they occur. The income tax expense was $4.4 million for the three months ended March 31, 2023, which was a result of the operating loss incurred by the Company, primarily driven by the change in fair value of the tax receivable liability, stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions, offset by stock-based compensation expense adjustments and the impact of the BCS disposition which are both required to be reported discretely in the interim period in which they occur.
Segments
We provided our services through two reportable segments: (1) Consumer Payments and (2) Business Payments.
The following table presents our segment revenue and selected performance measures.
|
|
Three Months Ended March 31, |
|
|||||
($ in thousand) |
|
2024 |
|
|
2023 |
|
||
Revenue |
|
|
|
|
|
|
||
Consumer Payments |
|
$ |
76,136 |
|
|
$ |
69,940 |
|
Business Payments |
|
|
9,677 |
|
|
|
8,675 |
|
Elimination of intersegment revenues |
|
|
(5,093 |
) |
|
|
(4,078 |
) |
Total revenue |
|
$ |
80,720 |
|
|
$ |
74,537 |
|
Gross profit (1) |
|
|
|
|
|
|
||
Consumer Payments |
|
$ |
59,591 |
|
|
$ |
54,625 |
|
Business Payments |
|
|
7,047 |
|
|
|
6,025 |
|
Elimination of intersegment revenues |
|
|
(5,093 |
) |
|
|
(4,078 |
) |
Total gross profit |
|
$ |
61,545 |
|
|
$ |
56,572 |
|
|
|
|
|
|
|
|
||
Total gross profit margin (2) |
|
76% |
|
|
76% |
|
||
22
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
Consumer Payments
Revenue for the Consumer Payments segment was $76.1 million for the three months ended March 31, 2024 and $69.9 million for the three months ended March 31, 2023, representing a $6.2 million or 8.9% year-over-year increase. This increase was the result of newly signed clients and the growth of existing clients. For the three months ended March 31, 2023, revenues of approximately $1.2 million are attributable to BCS.
Gross profit for the Consumer Payments segment was $59.6 million for the three months ended March 31, 2024 and $54.6 million for three months ended March 31, 2023, representing a $5.0 million or 9.1% year-over-year increase. This increase was the result of newly signed clients and the growth of existing clients. For the three months ended March 31, 2023, gross profit of approximately $1.2 million is attributable to BCS.
Business Payments
Revenue for the Business Payments segment was $9.7 million for the three months ended March 31, 2024 and $8.7 million for the three months ended March 31, 2023, representing a $1.0 million or 11.6% year-over-year increase. This increase was the result of newly signed clients and the growth of our existing clients.
Gross profit for the Business Payments segment was $7.0 million for the three months ended March 31, 2024 and $6.0 million for the three months ended March 31, 2023, representing a $1.0 million or 17.0% year-over-year increase. This increase was the result of newly signed clients and the growth of our existing clients.
23
Non-GAAP Financial Measures
This report includes certain non-GAAP financial measures that management uses to evaluate our operating business, measure our 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 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, non-cash charges and/or non-recurring charges, such as loss on business disposition, 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 we exclude amortization from acquisition-related intangibles from our 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 Post-Merger Repay Units) for the three months ended March 31, 2024 and 2023 (excluding shares subject to forfeiture).
We believe that Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share 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 our 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 our industry may report measures titled Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per share or similar measures, such non-GAAP financial measures may be calculated differently from how we calculate our non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share alongside other financial performance measures, including net income and our other financial results presented in accordance with GAAP.
The following tables set forth a reconciliation of our results of operations for the three months ended March 31, 2024 and 2023.
24
REPAY HOLDINGS CORPORATION
Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA
For the three months ended March 31, 2024 and 2023
(Unaudited)
|
|
|
|
|
|
|
||
|
Three Months ended March 31, |
|
|
|||||
(in $ thousands) |
2024 |
|
|
2023 |
|
|
||
Revenue |
$ |
80,720 |
|
|
$ |
74,537 |
|
|
Operating expenses |
|
|
|
|
|
|
||
Costs of services (exclusive of depreciation and amortization shown separately below) |
$ |
19,175 |
|
|
$ |
17,965 |
|
|
Selling, general and administrative |
|
37,021 |
|
|
|
38,518 |
|
|
Depreciation and amortization |
|
27,028 |
|
|
|
26,140 |
|
|
Loss on business disposition |
|
— |
|
|
|
9,878 |
|
|
Total operating expenses |
$ |
83,224 |
|
|
$ |
92,501 |
|
|
Loss from operations |
$ |
(2,504 |
) |
|
$ |
(17,964 |
) |
|
Other income (expense) |
|
|
|
|
|
|
||
Interest income (expense), net |
|
380 |
|
|
|
(923 |
) |
|
Change in fair value of tax receivable liability |
|
(2,913 |
) |
|
|
(4,538 |
) |
|
Other (loss) income, net |
|
(26 |
) |
|
|
(150 |
) |
|
Total other income (expense) |
|
(2,559 |
) |
|
|
(5,611 |
) |
|
Loss before income tax expense |
|
(5,063 |
) |
|
|
(23,575 |
) |
|
Income tax expense |
|
(302 |
) |
|
|
(4,357 |
) |
|
Net loss |
$ |
(5,365 |
) |
|
$ |
(27,932 |
) |
|
|
|
|
|
|
|
|
||
Add: |
|
|
|
|
|
|
||
Interest expense (income), net |
|
(380 |
) |
|
|
923 |
|
|
Depreciation and amortization (a) |
|
27,028 |
|
|
|
26,140 |
|
|
Income tax expense |
|
302 |
|
|
|
4,357 |
|
|
EBITDA |
$ |
21,585 |
|
|
$ |
3,488 |
|
|
|
|
|
|
|
|
|
||
Loss on business disposition (b) |
|
— |
|
|
|
9,878 |
|
|
Non-cash change in fair value of assets and liabilities (c) |
|
2,913 |
|
|
|
4,538 |
|
|
Share-based compensation expense (d) |
|
6,923 |
|
|
|
4,054 |
|
|
Transaction expenses (e) |
|
677 |
|
|
|
5,997 |
|
|
Restructuring and other strategic initiative costs (f) |
|
2,184 |
|
|
|
1,411 |
|
|
Other non-recurring charges (g) |
|
1,231 |
|
|
|
1,572 |
|
|
Adjusted EBITDA |
$ |
35,513 |
|
|
$ |
30,938 |
|
|
|
|
|
|
|
|
|
||
25
REPAY HOLDINGS CORPORATION
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income
For the three months ended March 31, 2024 and 2023
(Unaudited)
|
Three Months ended March 31, |
|
|
|||||
(in $ thousands) |
2024 |
|
|
2023 |
|
|
||
Revenue |
$ |
80,720 |
|
|
$ |
74,537 |
|
|
Operating expenses |
|
|
|
|
|
|
||
Costs of services (exclusive of depreciation and amortization shown separately below) |
$ |
19,175 |
|
|
$ |
17,965 |
|
|
Selling, general and administrative |
|
37,021 |
|
|
|
38,518 |
|
|
Depreciation and amortization |
|
27,028 |
|
|
|
26,140 |
|
|
Loss on business disposition |
|
— |
|
|
|
9,878 |
|
|
Total operating expenses |
$ |
83,224 |
|
|
$ |
92,501 |
|
|
Loss from operations |
$ |
(2,504 |
) |
|
$ |
(17,964 |
) |
|
Interest income (expense), net |
|
380 |
|
|
|
(923 |
) |
|
Change in fair value of tax receivable liability |
|
(2,913 |
) |
|
|
(4,538 |
) |
|
Other (loss) income, net |
|
(26 |
) |
|
|
(150 |
) |
|
Total other income (expense) |
|
(2,559 |
) |
|
|
(5,611 |
) |
|
Loss before income tax expense |
|
(5,063 |
) |
|
|
(23,575 |
) |
|
Income tax expense |
|
(302 |
) |
|
|
(4,357 |
) |
|
Net loss |
$ |
(5,365 |
) |
|
$ |
(27,932 |
) |
|
|
|
|
|
|
|
|
||
Add: |
|
|
|
|
|
|
||
Amortization of acquisition-related intangibles (h) |
|
19,736 |
|
|
|
19,924 |
|
|
Loss on business disposition (b) |
|
— |
|
|
|
9,878 |
|
|
Non-cash change in fair value of assets and liabilities (c) |
|
2,913 |
|
|
|
4,538 |
|
|
Share-based compensation expense (d) |
|
6,923 |
|
|
|
4,054 |
|
|
Transaction expenses (e) |
|
677 |
|
|
|
5,997 |
|
|
Restructuring and other strategic initiative costs (f) |
|
2,184 |
|
|
|
1,411 |
|
|
Other non-recurring charges (g) |
|
1,231 |
|
|
|
1,572 |
|
|
Non-cash interest expense (i) |
|
712 |
|
|
|
712 |
|
|
Pro forma taxes at effective rate (j) |
|
(6,633 |
) |
|
|
(961 |
) |
|
Adjusted Net Income |
$ |
22,378 |
|
|
$ |
19,193 |
|
|
|
|
|
|
|
|
|
||
Shares of Class A common stock outstanding (on an as-converted basis) (k) |
|
97,062,303 |
|
|
|
96,481,208 |
|
|
Adjusted Net Income per share |
$ |
0.23 |
|
|
$ |
0.20 |
|
|
26
|
|
Three Months ended March 31, |
|
|||||
(in $ thousands) |
|
2024 |
|
|
2023 |
|
||
Acquisition-related intangibles |
|
$ |
19,736 |
|
|
$ |
19,924 |
|
Software |
|
|
6,713 |
|
|
|
5,475 |
|
Amortization |
|
$ |
26,449 |
|
|
$ |
25,399 |
|
Depreciation |
|
|
579 |
|
|
|
741 |
|
Total Depreciation and amortization (1) |
|
$ |
27,028 |
|
|
$ |
26,140 |
|
|
|
Three Months ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Weighted average shares of Class A common stock outstanding - basic |
|
|
91,218,208 |
|
|
|
88,615,760 |
|
Add: Non-controlling interests |
|
|
|
|
|
|
||
Weighted average Post-Merger Repay Units exchangeable for Class A common stock |
|
|
5,844,095 |
|
|
|
7,865,448 |
|
Shares of Class A common stock outstanding (on an as-converted basis) |
|
|
97,062,303 |
|
|
|
96,481,208 |
|
Adjusted EBITDA for the three months ended March 31, 2024 and 2023 was $35.5 million and $30.9 million, respectively, representing a 14.8% year-over-year increase. Adjusted Net Income for the three months ended March 31, 2024 and 2023 was $22.4 million and $19.2 million, respectively, representing a 16.6% year-over-year increase. Net loss attributable to the Company for the three months ended March 31, 2024 and 2023 was $5.2 million and $26.4 million, respectively, representing a 80.3% year-over-year improvement in our profitability.
The increases in Adjusted EBITDA and Adjusted Net Income and improvement in net loss attributable to the Company for the three months ended March 31, 2024 were primarily due to the organic growth of our business, and cost savings initiatives that reduced both cost of services and selling, general and administrative expenses as a percentage of revenue.
Seasonality
We have experienced in the past, and may continue to experience, seasonal fluctuations in our revenues as a result of consumer spending patterns. Revenues during the first quarter of the calendar year tend to increase in comparison to the remaining three quarters of the calendar year. This increase is due to consumers’ receipt of tax refunds and the increases
27
in repayment activity levels that follow. Operating expenses show less seasonal fluctuation, with the result that net income is subject to the similar seasonal factors as our revenues.
Liquidity and Capital Resources
We have historically financed our operations and working capital through net cash from operating activities. As of March 31, 2024, we had $128.3 million of cash and cash equivalents and available borrowing capacity of $185.0 million under the Amended Credit Agreement. This balance does not include restricted cash, which reflects cash accounts holding reserves for potential losses and client settlement funds of $26.5 million as of March 31, 2024. Our primary cash needs are to fund working capital requirements, invest in technology development, fund acquisitions and related contingent consideration, make scheduled principal payments and interest payments on our outstanding indebtedness and pay tax distributions to members of Hawk Parent. We expect that our cash flow from operations, current cash and cash equivalents and available borrowing capacity under the Amended Credit Agreement will be sufficient to fund our operations and planned capital expenditures and to service our debt obligations for the next twelve months and the following five years.
We are a holding company with no operations and depend on our subsidiaries for cash to fund all of our consolidated operations, including future dividend payments, if any. We depend on the payment of distributions by our current subsidiaries, including Hawk Parent, which distributions may be restricted by law or contractual agreements, including agreements governing their indebtedness. For a discussion of those considerations and restrictions, refer to Part I, Item 1A “Risk Factors - Risks Related to Our Class A Common Stock” in our Annual Report on Form 10-K for the year ended December 31, 2023.
On May 16, 2022, our board of directors approved a share repurchase program under which we may repurchase up to $50 million of our outstanding Class A common stock (the “Share Repurchase Program”). The Share Repurchase Program has no expiration date but may be modified, suspended or discontinued at any time at our discretion. As of March 31, 2024, we have $37.5 million remaining capacity under the Share Repurchase Program.
Cash Flows
The following table presents a summary of cash flows from operating, investing and financing activities for the periods indicated:
|
|
Three Months ended March 31, |
|
|
|||||
(in $ thousands) |
|
2024 |
|
|
2023 |
|
|
||
Net cash provided by operating activities |
|
$ |
24,801 |
|
|
$ |
20,831 |
|
|
Net cash (used in) provided by investing activities |
|
|
(11,129 |
) |
|
|
26,694 |
|
|
Net cash used in financing activities |
|
|
(2,987 |
) |
|
|
(22,259 |
) |
|
Cash Flow from Operating Activities
Net cash provided by operating activities was $24.8 million and $20.8 million for the three months ended March 31, 2024 and 2023, respectively, which reflects net income as adjusted for non-cash operating items including depreciation and amortization, share-based compensation, and changes in working capital accounts.
Cash Flow from Investing Activities
Net cash used in investing activities was $11.1 million for the three months ended March 31, 2024, due to the capitalization of software development activities.
Net cash provided by investing activities was $26.7 million for the three months ended March 31, 2023, due to cash received from the disposition of BCS, partially offset by the capitalization of software development activities.
Cash Flow from Financing Activities
Net cash used in financing activities was $3.0 million for the three months ended March 31, 2024, due to the payments for tax withholding related to shares vesting under Incentive Plan.
28
Net cash used in financing activities was $22.3 million for the three months ended March 31, 2023, due to the repayment of the outstanding revolving credit facility balance and the CPS earnout payment.
Indebtedness
Amended Credit Agreement
On February 3, 2021, we announced the closing of an undrawn $125.0 million senior secured revolving credit facility through Truist Bank.
On December 29, 2021, we increased our existing senior secured credit facilities by $60.0 million to provide for a $185.0 million revolving credit facility pursuant to an amendment to the Amended Credit Agreement. On February 9, 2023, we further amended the Amended Credit Agreement to replace LIBOR with term SOFR as the interest rate benchmark.
On February 28, 2023, we repaid in full the entire amount of $20.0 million of the outstanding revolving credit facility. The undrawn capacity of the existing revolving credit facility under the Amended Credit Agreement became $185.0 million after the repayment.
As of March 31, 2024, the Amended Credit Agreement provides for a revolving credit facility of $185.0 million. As of March 31, 2024, we had $0 million drawn against the revolving credit facility. We paid $0.1 million and $0.1 million in fees related to unused commitments for the three months ended March 31, 2024 and 2023, respectively.
Convertible Senior Debt
On January 19, 2021, we issued $440.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2026 in a private placement (the “Notes Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. $40.0 million in aggregate principal amount of such 2026 Notes were sold in the Notes Offering in connection with the full exercise of the initial purchasers’ option to purchase such additional 2026 Notes pursuant to the purchase agreement. Upon conversion, we may choose to pay or deliver cash, shares of our Class A Common Stock, or a combination of cash and shares of our Class A Common Stock. The 2026 Notes will mature on February 1, 2026, unless earlier converted, repurchased or redeemed.
As of March 31, 2024, we had convertible senior debt outstanding of $434.9 million, net of deferred issuance costs, under the 2026 Notes. We were in compliance with the related restrictive financial covenants. Additionally, we currently expect that we will remain in compliance with the restrictive financial covenants under the 2026 Notes and the Amended Credit Agreement, prospectively.
Tax Receivable Agreement
Upon the completion of the Business Combination, we entered into the TRA with holders of Post-Merger Repay Units. As a result of the TRA, we established a liability in our condensed consolidated financial statements. Such liability, which will increase upon the redemptions or exchanges of Post-Merger Repay Units for our Class A common stock, generally represents 100% of the estimated future tax benefit, if any, relating to the increase in tax basis that will result from redemptions or exchanges of the Post-Merger Repay Units for shares of Class A common stock pursuant to the Exchange Agreement and certain other tax attributes of the Company and tax benefits of entering into the TRA, including tax benefits attributable to payments under the TRA.
Under the terms of the TRA, we may elect to terminate the TRA early but will be required to make an immediate payment equal to the present value of the anticipated future cash tax savings. As a result, the associated liability reported on our condensed consolidated financial statements may be increased. We expect that the payment obligations required under the TRA will be substantial. The actual increase in tax basis, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including the timing of redemptions or exchanges by the holders of Post-Merger Repay Units, the price of our Class A common stock at the time of the redemption or exchange, whether such redemptions or exchanges are taxable, the amount and timing of the taxable income we generate in the future, the tax rate then applicable and the portion of our payments under the TRA constituting imputed interest. We expect to fund the payment of the amounts due under the TRA out of the cash savings that we actually realize in respect of the
29
attributes to which TRA relates. However, the payments required to be made could be in excess of the actual tax benefits that we realize and there can be no assurance that we will be able to finance our obligations under the TRA.
Critical Accounting Policies and Recently Issued Accounting Pronouncements
There have been no significant changes to our critical accounting policies and critical accounting estimates for the three months ended March 31, 2024. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, for a complete discussion of critical accounting policies and critical accounting estimates.
For information related to recent accounting pronouncements and the impact of these pronouncements on our condensed consolidated financial statements, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies, to our Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Effects of Inflation
While inflation may impact our revenues and cost of services, we believe the effects of inflation, if any, on our results of operations and financial condition have not been significant. However, there can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future.
Interest Rate Risk
Interest rates are highly sensitive to many factors, including U.S. fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control. Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. We are exposed to market risk from changes in interest rates on debt, which bears interest at variable rates. Our debt has floating interest rates. We are exposed to changes in the level of interest rates and to changes in the relationship or spread between interest rates for its floating rate debt. Our floating rate debt requires payments based on variable interest rates such as the federal funds rate, prime rate, eurocurrency rate, and SOFR. Therefore, increases in interest rates may reduce our net income or loss by increasing the cost of debt. As of March 31, 2024, we had convertible senior debt of $434.9 million, net of deferred issuance costs outstanding. As of December 31, 2023, we had convertible senior debt of $434.2 million, net of deferred issuance costs, outstanding. The borrowings under the Amended Credit Agreement accrue interest at either base rate, described above under “Liquidity and Capital Resources — Indebtedness,” plus a margin of 1.50% to 2.50% or at an adjusted SOFR rate plus a margin of 2.50% to 3.50% under the Amended Credit Agreement, in each case depending on the total net leverage ratio, as defined in the Amended Credit Agreement.
We may incur additional borrowings from time to time for general corporate purposes, including working capital and capital expenditures.
Foreign Currency Exchange Rate Risk
Invoices for our services are denominated in U.S. dollars and Canadian dollars. We do not expect our future operating results to be significantly affected by foreign currency transaction risk.
ITEM 4. CONTROLS AND PROCEDURES
Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
30
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2024, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
31
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time we are named as a defendant in legal actions arising from our normal business activities. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, we do not believe any currently pending legal proceeding to which we are a party will have a material adverse effect on our business, prospects, financial condition, cash flows or results of operations.
ITEM 1A. RISK FACTORS
There have been no material changes with respect to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
The following table summarizes such purchases of Class A common stock made by us or any “affiliate purchaser” (as defined in Rule 10b-18(a)(3) of the Exchange Act) for the three months ended March 31, 2024:
|
|
Total Number of Shares Purchased (1) |
|
|
Average Price Paid per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) |
|
|
Approximate Dollar Value of Shares that May yet be Purchased Under the Plans or Programs |
|
||||
January 1 - 31, 2024 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
37,471,576 |
|
February 1 - 29, 2024 |
|
|
79,395 |
|
|
|
8.33 |
|
|
|
— |
|
|
|
— |
|
March 1 - 31, 2024 |
|
|
165,981 |
|
|
|
10.53 |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
245,376 |
|
|
$ |
9.82 |
|
|
|
— |
|
|
$ |
37,471,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
During the three months ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended)
32
ITEM 6. EXHIBITS
The exhibits listed in the following exhibit index are furnished as part of this report.
EXHIBIT INDEX
Exhibit |
|
|
Number |
|
Exhibit Description |
|
|
|
3.1 |
|
|
|
|
|
3.2(a) |
|
|
|
|
|
3.2(b) |
|
|
|
|
|
3.3 |
|
|
|
|
|
31.1* |
|
|
|
|
|
31.2* |
|
|
|
|
|
32.1* |
|
|
|
|
|
32.2* |
|
|
|
|
|
101* |
|
The following financial statements from the Company’s Form 10‑Q for the quarter ended March 31, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Changes In Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Unaudited Condensed Consolidated Financial Statements. |
104* |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
REPAY HOLDINGS CORPORATION |
|
|
(Registrant)
|
|
|
|
Date: May 9, 2024 |
By: |
/s/ John Morris |
|
|
John Morris |
|
|
Chief Executive Officer |
|
|
|
Date: May 9, 2024 |
By: |
/s/ Timothy J. Murphy |
|
|
Timothy J. Murphy |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer) |
34
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Morris, certify that:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 9, 2024 |
|
By: |
/s/ John Morris |
|
|
|
John Morris |
|
|
|
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Timothy J. Murphy, certify that:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 9, 2024 |
|
By: |
/s/ Timothy J. Murphy |
|
|
|
Timothy J. Murphy |
|
|
|
Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Repay Holdings Corporation (the “Company”) on Form 10-Q for the period ending March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Morris, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 9, 2024 |
|
By: |
/s/ John Morris |
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John Morris |
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Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Repay Holdings Corporation (the “Company”) on Form 10-Q for the period ending March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy J. Murphy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 9, 2024 |
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By: |
/s/ Timothy J. Murphy |
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Timothy J. Murphy |
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Chief Financial Officer |