rpay-8k_20210301.htm
false 0001720592 0001720592 2021-03-01 2021-03-01

 

 

 

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

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  March 1, 2021

  

REPAY HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-38531

 

98-1496050

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

3 West Paces Ferry Road

Suite 200

Atlanta, GA 30305

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (404) 504-7472

 

 

(Former name or former address, if changed since last report)

 

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

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

 

RPAY

 

The NASDAQ Stock Market LLC

 

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

 

Emerging growth company 

 

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

 

 


 


 

Item 2.02. Results of Operations and Financial Condition.

 

On March 1, 2021, Repay Holdings Corporation (the “Company”) issued a press release announcing the results of the Company’s operations for the year ended December 31, 2020.

 

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

 

Item 7.01. Regulation FD Disclosure.

 

On March 1, 2021, the Company provided supplemental information regarding its business and operations in an earnings supplement and investor presentation that will be made available on the investor relations section of the Company’s website.

 

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

 

Item 9.01. Financial Statements and Exhibits.

  

(d) Exhibits

 

Exhibit No.

 

Description

99.1*

 

Press release issued March 1, 2021 by Repay Holdings Corporation

99.2*

 

Earnings Supplement, dated March 2021

99.3*

 

Investor Presentation, dated March 2021

104

 

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

 

 

 

 

*

Filed herewith

 

 


 

 

SIGNATURES

 

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

 

 

Repay Holdings Corporation

 

 

Dated: March 1, 2021

By:

/s/ Timothy J. Murphy

 

 

Timothy J. Murphy

 

 

Chief Financial Officer

 

 

rpay-ex991_8.htm

Exhibit 99.1

REPAY Reports Fourth Quarter and Full Year 2020 Financial Results

 

ATLANTA, March 1, 2021 -- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today reported financial results for its fourth quarter and full year ended December 31, 2020.

 

“The value proposition of our business and the strength of our organization were made even more evident in 2020.  Compared to 2019, card payment volume and gross profit increased 42% and 44%, respectively.  In addition, we completed three acquisitions in 2020, further solidifying our position in the B2B space and adding new verticals and partners to our platform,” said John Morris, CEO of REPAY. “We have started 2021 off strong, with ample liquidity to broaden our addressable market and solutions through strategic M&A. REPAY is well positioned to address the needs of businesses and consumers for more frictionless and electronic payments experiences.”

 

Three Months Ended December 31, 2020 Highlights

 

 

Card payment volume was $4.0 billion, an increase of 16% over the fourth quarter of 2019

 

Total revenue was $41.4 million, a 23% increase over the fourth quarter of 2019

 

Gross profit was $30.0 million, an increase of 23% over the fourth quarter of 2019

 

Pro forma net loss1 was $(0.8) million, as compared to pro forma net loss of $(7.5) million in the fourth quarter of 2019

 

Adjusted EBITDA was $19.0 million, an increase of 29% over the fourth quarter of 2019

 

Adjusted Net Income2 was $13.5 million, an increase of 10% over the fourth quarter of 2019

 

Adjusted Net Income per share was $0.17

 

Twelve Months Ended December 31, 2020 Highlights

 

 

Card payment volume was $15.2 billion, an increase of 42% over the full year 2019

 

Total revenue was $155.0 million, a 48% increase over the full year 2019

 

Gross profit was $113.6 million, an increase of 44% over the full year 2019

 

Pro forma net loss1 was $(13.9) million, as compared to pro forma net loss of $(39.9) million in the full year 2019

 

Adjusted EBITDA was $68.2 million, an increase of 41% over the full year 2019

 

Adjusted Net Income2 was $43.7 million, an increase of 11% over the full year 2019

 

Adjusted Net Income per share was $0.60

 

Gross profit represents total revenue less cost of services. Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per share are non-GAAP financial measures.  See “Non-GAAP Financial Measures” and the reconciliations of Adjusted EBITDA and Adjusted Net Income to their most comparable GAAP measures provided below for additional information.

 

Business Combination

 

1 

Please refer to “Basis of Presentation” below for an explanation of the presentation of this information.

2 

Adjusted Net Income for the three and twelve months ended December 31, 2020 includes a pro forma tax impact. See ‘Key Operating and Non-GAAP Financial Data’ footnote (p) for additional detail.

 


 

 

The Company was formed upon closing of the merger (the “Business Combination”) of Hawk Parent Holdings LLC (together with Repay Holdings, LLC and its other subsidiaries, “Hawk Parent”) with a subsidiary of Thunder Bridge Acquisition, Ltd. (“Thunder Bridge”), a special purpose acquisition company, on July 11, 2019 (the “Closing Date”). On the closing of the Business Combination, Thunder Bridge changed its name to Repay Holdings Corporation.

 

Basis of Presentation  

 

As a result of the Business Combination, the Company was identified as the acquirer for accounting purposes, and Hawk Parent, which owned the business conducted prior to the closing of the Business Combination, is the acquiree and accounting “Predecessor.”  The Company is the “Successor” for periods after the Closing Date, which includes consolidation of the Hawk Parent business subsequent to the Closing Date. The Company’s financial statement presentation reflects the Hawk Parent business as the “Predecessor” for any periods ended prior to the Closing Date. Where we discuss results for the twelve month period ended December 31, 2019, we are referring to the combined results of the Predecessor for the periods from January 1, 2019 through July 10, 2019 and the Successor for the period from the Closing Date through December 31, 2019.  The combined basis of presentation reflects a simple arithmetic combination of the Predecessor and Successor periods.  The acquisition was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of net assets acquired. As a result of the application of the acquisition method of accounting as of the effective time of the Business Combination, the financial statements for the Predecessor period and for the Successor period are presented on different bases.  When information is noted as being “pro forma” in this press release, it means that the financial statements were adjusted to remove the effects of purchase accounting adjustments related to the Business Combination. The historical financial information of Thunder Bridge prior to the Business Combination has not been reflected in the Predecessor period financial statements.

Subsequent Events

 

On January 19, 2021, the Company completed the previously announced underwritten public offering (the “Equity Offering”) of 6,244,500 shares of its Class A common stock at a public offering price of $24.00 per share. 814,500 shares of such Class A common stock were sold in the Equity Offering in connection with the full exercise of the underwriters’ option to purchase additional shares of Class A common stock pursuant to the underwriting agreement.

 

On January 19, 2021, the Company also completed the previously announced offering of $440.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2026 (the “Notes”) 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 Notes were sold in the Notes Offering in connection with the full exercise of the initial purchasers’ option to purchase such additional Notes pursuant to the purchase agreement. The Notes will mature on February 1, 2026, unless earlier converted, repurchased or redeemed.

 

On January 20, 2021, the Company used a portion of the proceeds from the Notes Offering to prepay in full the entire amount of the outstanding term loans under its then existing senior

 


secured credit facilities.  The Company also terminated in full all outstanding delayed draw term loan commitments under such credit facilities.

 

On February 3, 2021, the Company announced the closing of a new undrawn $125 million senior secured revolving credit facility through Truist Bank. The new revolving credit facility replaces the Company’s prior senior secured facilities, which included an undrawn $30 million revolving credit facility. 

 

2021 Outlook

 

“We are pleased with our performance in the fourth quarter, with gross profit growth of 23%,” said Tim Murphy, CFO of REPAY. “In 2021, we are increasing investments in sales, technology and our products to further accelerate growth and position us well for the significant digital shifts our industry is experiencing in electronic payments.”

 

REPAY expects the following financial results for full year 2021.

 

 

Full Year 2021 Outlook

Card Payment Volume

$17.5 - 18.0 billion

Total Revenue

$178 - 188 million

Gross Profit

$134 - 140 million

Adjusted EBITDA

$75 - 80 million

 

This range assumes no further unforeseen COVID-related impacts, which could create substantial economic duress in 2021. REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as forecasted 2021 Adjusted EBITDA, to the most directly comparable GAAP financial measure, because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading.

 

Conference Call

 

REPAY will host a conference call to discuss fourth quarter and full year 2020 financial results today at 5:00 pm ET. Hosting the call will be John Morris, CEO, and Tim Murphy, CFO. The call will be webcast live from REPAY’s investor relations website at https://investors.repay.com/investor-relations. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13716234. The replay will be available at https://investors.repay.com/investor-relations.

 

Non-GAAP Financial Measures

 

This communication includes certain non-GAAP financial measures that REPAY’s management uses to evaluate its operating business, measure its performance and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain non-cash and non-recurring charges, such as non-cash loss on extinguishment of debt, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, management fees, legacy

 


commission related charges, employee recruiting costs, other taxes, strategic initiative related 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 non-cash and non-recurring charges, such as non-cash loss on extinguishment of debt, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, management fees, legacy commission related charges, employee recruiting costs,  strategic initiative related costs and other non-recurring charges, 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 as-converted basis) for the three and twelve months ended December 31, 2020, the three months ended December 31, 2019, and for the Successor period from July 11, 2019 to December 31, 2019 (in each case, excluding shares subject to forfeiture). REPAY believes 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 REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per share, or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per share alongside other financial performance measures, including net income and REPAY’s other financial results presented in accordance with GAAP.

 

Forward-Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “guidance,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, REPAY’s  2021 outlook, the effects of the COVID-19 pandemic, expected demand on REPAY’s product offering, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities, and our business strategy and the plans and objectives of management for future operations. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to

 


significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control.

 

In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2020, and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: exposure to economic conditions and political risk affecting the consumer loan market and consumer and commercial spending; the impacts of the ongoing COVID-19 coronavirus pandemic and the actions taken to control or mitigate its spread (which impacts are highly uncertain and cannot be reasonably estimated or predicted at this time); a delay or failure to integrate and realize the benefits of the Company’s recent acquisitions; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to develop and maintain effective internal controls.

 

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

 

About REPAY

 

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

 

Contacts

Investor Relations Contact for REPAY:

repayIR@icrinc.com

 

Media Relations Contact for REPAY:

Kristen Hoyman

(404) 637-1665

khoyman@repay.com


 


Consolidated Statement of Operations

 

 

 

Successor

 

 

Predecessor

($ in thousands)

 

Three Months ended December 31, 2020

 

Year ended December 31, 2020

 

Three Months ended December 31, 2019

 

July 11, 2019 through December 31, 2019

 

 

January 1,

2019

through

July 10,

2019

Total Revenue

 

$41,438

 

$155,036

 

$33,634

 

$57,560

 

 

$47,043

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Other costs of services

 

11,457

 

41,447

 

9,289

 

15,657

 

 

10,216

Selling, general and administrative

 

21,537

 

87,302

 

24,756

 

45,758

 

 

51,201

Depreciation and amortization

 

16,776

 

60,807

 

13,054

 

23,757

 

 

6,223

Change in fair value of contingent consideration

 

500

 

(2,510)

 

 

 

 

Total operating expenses

 

$50,270

 

$187,046

 

$47,099

 

$85,172

 

 

$67,640

Income (loss) from operations

 

$(8,832)

 

$(32,010)

 

$(13,465)

 

$(27,612)

 

 

$(20,597)

Interest expenses

 

(3,598)

 

(14,445)

 

(3,236)

 

(5,922)

 

 

(3,145)

Change in fair value of tax receivable liability

 

(384)

 

(12,439)

 

(1,188)

 

(1,638)

 

 

Other (expenses) income

 

(73)

 

(3)

 

(64)

 

(1,380)

 

 

Total other (expenses) income

 

(4,055)

 

(26,887)

 

(4,487)

 

(8,940)

 

 

(3,145)

Income (loss) before income tax expense

 

(12,887)

 

(58,897)

 

(17,952)

 

(36,552)

 

 

(23,742)

Income tax benefit

 

3,963

 

12,358

 

2,272

 

4,991

 

 

Net income (loss)

 

$(8,924)

 

$(46,539)

 

$(15,681)

 

$(31,561)

 

 

$(23,742)

Net income (loss) attributable to non-controlling interest

 

284

 

(11,770)

 

(7,872)

 

(15,271)

 

 

Net income (loss) attributable to the Company

 

$(9,208)

 

$(34,769)

 

$(7,809)

 

$(16,290)

 

 

$(23,742)

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

 

71,166,120

 

52,180,911

 

37,003,144

 

35,731,220

 

 

 

Loss per Class A share - basic and diluted

 

($0.13)

 

($0.67)

 

($0.21)

 

($0.46)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 


Consolidated Balance Sheets

($ in thousands)

 

December 31, 2020

 

December 31, 2019

Assets

 

 

 

 

Cash and cash equivalents

 

$91,130

 

$24,618

Accounts receivable

 

21,311

 

14,068

Related party receivable

 

-

 

563

Prepaid expenses and other

 

6,925

 

4,633

Total current assets

 

119,366

 

43,882

 

 

 

 

 

Property, plant and equipment, net

 

1,628

 

1,611

Restricted cash

 

15,375

 

13,283

Customer relationships, net of amortization

 

280,887

 

247,589

Software, net of amortization

 

64,435

 

61,219

Other intangible assets, net of amortization

 

23,905

 

24,242

Goodwill

 

458,970

 

389,661

Operating lease ROU assets, net of amortization

 

10,075

 

-

Deferred tax assets

 

135,337

 

-

Other assets

 

-

 

555

Total noncurrent assets

 

990,612

 

738,160

Total assets

 

$1,109,978

 

$782,042

 

 

 

 

 

Liabilities

 

 

 

 

Accounts payable

 

$11,880

 

9,586

Related party payable

 

15,812

 

14,571

Accrued expenses

 

19,216

 

15,966

Current maturities of long-term debt

 

6,761

 

5,500

Current operating lease liabilities

 

1,527

 

-

Current tax receivable agreement

 

10,240

 

6,336

Total current liabilities

 

65,436

 

51,959

 

 

 

 

 

Long-term debt, net of current maturities

 

249,953

 

197,943

Line of credit

 

-

 

10,000

Noncurrent operating lease liabilities

 

8,837

 

-

Tax receivable agreement, net of current portion

 

218,988

 

60,840

Deferred tax liability

 

-

 

768

Other liabilities

 

10,583

 

17

Total noncurrent liabilities

 

488,361

 

269,568

Total liabilities

 

$553,797

 

$321,527

 

 

 

 

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized and 71,244,682 issued and outstanding as of December 31, 2020; 2,000,000,000 shares authorized and 37,530,568 issued and outstanding as of December 31, 2019

 

7

 

4

Class V common stock, $0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of December 31, 2020 and 2019

 

-

 

0

Additional paid-in capital

 

604,391

 

307,914

Accumulated other comprehensive (loss) income

 

(6,437)

 

313

Accumulated deficit

 

(88,648)

 

(53,878)

Total stockholders' equity

 

$509,313

 

$254,353

 

 

 

 

 

Equity attributable to non-controlling interests

 

46,868

 

206,162

 

 

 

 

 

Total liabilities and stockholders' equity and members' equity

 

$1,109,978

 

$782,042

 


 

Key Operating and Non-GAAP Financial Data

We believe that adjusting the key operating and non-GAAP measures for comparability between the Predecessor, Successor and Pro Forma periods is useful to the user of our financial statements.

The unaudited non-GAAP pro forma results of operations data for the three and twelve months ended December 31, 2020 and 2019 included in the discussion below are based on our historical financial statements, adjusted to remove the effects of purchase accounting adjustments related to the Business Combination. The pro forma results included herein have not been prepared in accordance with Article 11 of Regulation S-X.

Unless otherwise stated, all results compare fourth quarter and twelve-month 2020 results to fourth quarter and twelve-month 2019 results from continuing operations for the period ended December 31, respectively.

The following tables and related notes reconcile these non-GAAP measures and the pro forma measures to GAAP information for the three-month and twelve-month periods ended December 31, 2020 and 2019:

 

 

Three months ended December 31,

 

Twelve months ended December 31,

(in $ thousands)

2020

 

2019

 

% Change

 

2020

 

2019

 

% Change

Card payment volume

$3,954,934

 

$3,422,076

 

16%

 

$15,194,939

 

$10,696,655

 

42%

Gross profit1

29,981

 

24,345

 

23%

 

113,589

 

78,731

 

44%

Adjusted EBITDA2

18,998

 

14,737

 

29%

 

68,165

 

48,432

 

41%

 

(1)

Gross profit represents total revenue less other costs of services.

(2)

Adjusted EBITDA is a non-GAAP financial measure that represents net income adjusted for interest expense, depreciation and amortization and certain other non-cash charges and non-recurring items. See “Non-GAAP Financial Measures” above and the reconciliation of Adjusted EBITDA to its most comparable GAAP measure below.


 


Reconciliations of GAAP Net Income to Non-GAAP Adjusted EBITDA

For the Three Months Ended December 31, 2020 and 2019

(Unaudited)

 

($ in thousands)

 

Three Months Ended December 31, 2020

 

Adjustments(o)

 

Pro Forma

Three Months Ended December 31, 2020

 

Three Months Ended December 31, 2019

 

Adjustments(o)

 

Pro Forma

Three Months Ended December 31, 2019

 

Total Revenue

 

$41,438

 

$                         —

 

$41,438

 

$33,634

 

$                         —

 

$33,634

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Other costs of services

 

$11,457

 

$                         —

 

$11,457

 

$9,289

 

$                         —

 

$9,289

 

Selling, general and administrative

 

21,537

 

 

21,537

 

24,756

 

 

24,756

 

Depreciation and amortization

 

16,776

 

(8,159)

 

8,617

 

13,054

 

(8,159)

 

4,895

 

Change in fair value of contingent consideration

 

500

 

 

500

 

 

 

 

Total operating expenses

 

$50,270

 

$(8,159)

 

$42,111

 

$47,099

 

$(8,159)

 

$38,940

 

Income (loss) from operations

 

$(8,832)

 

$8,159

 

$(673)

 

$(13,465)

 

$8,159

 

$(5,306)

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expenses

 

(3,598)

 

 

(3,598)

 

(3,236)

 

 

(3,236)

 

Change in fair value of tax receivable liability

 

(384)

 

 

(384)

 

(1,188)

 

 

(1,188)

 

Other (expenses) income

 

(73)

 

 

(73)

 

(64)

 

 

(64)

 

Total other (expenses) income

 

(4,055)

 

 

(4,055)

 

(4,487)

 

 

(4,487)

 

Income (loss) before income tax expense

 

(12,887)

 

8,159

 

(4,728)

 

(17,952)

 

8,159

 

(9,794)

 

Income tax benefit

 

3,963

 

 

3,963

 

2,272

 

 

2,272

 

Net income (loss)

 

$(8,924)

 

$8,159

 

$(765)

 

$(15,681)

 

$8,159

 

$(7,522)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

3,598

 

 

 

 

 

3,236

 

Depreciation and amortization(a)

 

 

 

 

 

8,617

 

 

 

 

 

4,895

 

Income tax (benefit)

 

 

 

 

 

(3,963)

 

 

 

 

 

(2,272)

 

EBITDA

 

 

 

 

 

$7,487

 

 

 

 

 

$(1,662)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on extinguishment of debt (b)

 

 

 

 

 

 

 

 

 

 

64

 

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

 

 

 

 

 

500

 

 

 

 

 

 

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

 

 

 

 

 

384

 

 

 

 

 

1,188

 

Share-based compensation expense(e)

 

 

 

 

 

4,679

 

 

 

 

 

12,262

 

Transaction expenses(f)

 

 

 

 

 

3,147

 

 

 

 

 

2,613

 

Legacy commission related charges(h)

 

 

 

 

 

1,394

 

 

 

 

 

130

 

Employee recruiting costs(i)

 

 

 

 

 

92

 

 

 

 

 

18

 

Other taxes(j)

 

 

 

 

 

29

 

 

 

 

 

(33)

 

Restructuring and other strategic initiative costs(k)

 

 

 

 

 

524

 

 

 

 

 

56

 

Other non-recurring charges(l)

 

 

 

 

 

762

 

 

 

 

 

101

 

Adjusted EBITDA

 

 

 

 

 

$18,998

 

 

 

 

 

$14,737

 

 

 

 

 

 

 

 

 

 

 


Reconciliations of GAAP Net Income to Non-GAAP Adjusted EBITDA

For the Twelve Months Ended December 31, 2020 and 2019

(Unaudited)

 

 

 

Successor

 

 

 

 

 

Successor

 

Predecessor

 

 

 

 

 

 

 

($ in thousands)

 

Year Ended December 31, 2020

 

Adjustments(o)

 

Pro Forma

Year Ended December 31, 2020

 

July 11, 2019 through December 31, 2019

 

January 1, 2019 through July 10, 2019

 

Combined

 

Adjustments(o)

 

Pro Forma

Year Ended December 31, 2019

 

Total Revenue

 

$155,036

 

$                    —

 

$155,036

 

$57,560

 

$47,043

 

$104,603

 

$                      —

 

$104,603

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other costs of services

 

41,447

 

 

41,447

 

15,657

 

10,216

 

25,873

 

 

25,873

 

Selling, general and administrative

 

87,302

 

 

87,302

 

45,758

 

51,201

 

96,959

 

 

96,959

 

Depreciation and amortization

 

60,807

 

(32,634)

 

28,173

 

23,757

 

6,223

 

29,980

 

(15,412)

 

14,568

 

Change in fair value of contingent consideration

 

(2,510)

 

 

(2,510)

 

 

 

 

 

 

Total operating expenses

 

$187,046

 

$(32,634)

 

$154,412

 

$85,172

 

$67,640

 

$152,812

 

$(15,412)

 

$137,400

 

Income (loss) from operations

 

$(32,010)

 

$32,634

 

$624

 

$(27,612)

 

$(20,597)

 

$(48,209)

 

$15,412

 

$(32,797)

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expenses

 

(14,445)

 

 

(14,445)

 

(5,922)

 

(3,145)

 

(9,067)

 

 

(9,067)

 

Change in fair value of tax receivable liability

 

(12,439)

 

 

(12,439)

 

(1,638)

 

 

(1,638)

 

 

(1,638)

 

Other (expenses) income

 

(3)

 

 

(3)

 

(1,380)

 

 

(1,380)

 

 

(1,380)

 

Total other (expenses) income

 

(26,887)

 

 

(26,887)

 

(8,940)

 

(3,145)

 

(12,085)

 

 

(12,085)

 

Income (loss) before income tax expense

 

(58,897)

 

32,634

 

(26,263)

 

(36,552)

 

(23,742)

 

(60,294)

 

15,412

 

(44,882)

 

Income tax benefit

 

12,358

 

 

12,358

 

4,991

 

 

4,991

 

 

4,991

 

Net income (loss)

 

$(46,539)

 

$32,634

 

$(13,905)

 

$(31,561)

 

$(23,742)

 

$(55,303)

 

$15,412

 

$(39,891)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

14,445

 

 

 

 

 

 

 

 

 

9,067

 

Depreciation and amortization(a)

 

 

 

 

 

28,173

 

 

 

 

 

 

 

 

 

14,568

 

Income tax (benefit)

 

 

 

 

 

(12,358)

 

 

 

 

 

 

 

 

 

(4,991)

 

EBITDA

 

 

 

 

 

$16,355

 

 

 

 

 

 

 

 

 

$(21,247)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on extinguishment of debt (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,380

 

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

 

 

 

 

 

(2,510)

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

12,439

 

 

 

 

 

 

 

 

 

1,638

 

Share-based compensation expense(e)

 

 

 

 

 

19,446

 

 

 

 

 

 

 

 

 

22,922

 

Transaction expenses(f)

 

 

 

 

 

10,924

 

 

 

 

 

 

 

 

 

40,126

 

Management Fees(g)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

211

 

Legacy commission related charges(h)

 

 

 

 

 

8,614

 

 

 

 

 

 

 

 

 

2,557

 

Employee recruiting costs(i)

 

 

 

 

 

214

 

 

 

 

 

 

 

 

 

51

 

Loss on disposition of property and equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other taxes(j)

 

 

 

 

 

426

 

 

 

 

 

 

 

 

 

226

 

Restructuring and other strategic initiative costs(k)

 

 

 

 

 

1,103

 

 

 

 

 

 

 

 

 

352

 

Other non-recurring charges(l)

 

 

 

 

 

1,154

 

 

 

 

 

 

 

 

 

215

 

Adjusted EBITDA

 

 

 

 

 

$68,165

 

 

 

 

 

 

 

 

 

$48,432

 

 

 

 

 

 

 


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

For the Three Months Ended December 31, 2020 and 2019

(Unaudited)

 

($ in thousands)

 

Three Months Ended December 31, 2020

 

Adjustments(o)

 

Pro Forma

Three Months Ended December 31, 2020

 

Three Months Ended December 31, 2019

 

Adjustments(o)

 

Pro Forma

Three Months Ended December 31, 2019

 

Total Revenue

 

$41,438

 

$                         —

 

$41,438

 

$33,634

 

$                         —

 

$33,634

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Other costs of services

 

$11,457

 

$                         —

 

$11,457

 

$9,289

 

$                         —

 

$9,289

 

Selling, general and administrative

 

21,537

 

 

21,537

 

24,756

 

 

24,756

 

Depreciation and amortization

 

16,776

 

(8,159)

 

8,617

 

13,054

 

(8,159)

 

4,895

 

Change in fair value of contingent consideration

 

500

 

 

500

 

 

 

 

Total operating expenses

 

$50,270

 

$(8,159)

 

$42,111

 

$47,099

 

$(8,159)

 

$38,940

 

Income (loss) from operations

 

$(8,832)

 

$8,159

 

$(673)

 

$(13,465)

 

$8,159

 

$(5,306)

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expenses

 

(3,598)

 

 

(3,598)

 

(3,236)

 

 

(3,236)

 

Change in fair value of tax receivable liability

 

(384)

 

 

(384)

 

(1,188)

 

 

(1,188)

 

Other (expenses) income

 

(73)

 

 

(73)

 

(64)

 

 

(64)

 

Total other (expenses) income

 

(4,055)

 

 

(4,055)

 

(4,487)

 

 

(4,487)

 

Income (loss) before income tax expense

 

(12,887)

 

8,159

 

(4,728)

 

(17,952)

 

8,159

 

(9,794)

 

Income tax benefit

 

3,963

 

 

3,963

 

2,272

 

 

2,272

 

Net income (loss)

 

$(8,924)

 

$8,159

 

$(765)

 

$(15,681)

 

$8,159

 

$(7,522)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of Acquisition-Related Intangibles(m)

 

 

 

 

 

6,029

 

 

 

 

 

3,432

 

Loss on extinguishment of debt (b)

 

 

 

 

 

 

 

 

 

 

64

 

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

 

 

 

 

 

500

 

 

 

 

 

-

 

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

 

 

 

 

 

384

 

 

 

 

 

1,188

 

Share-based compensation expense(e)

 

 

 

 

 

4,679

 

 

 

 

 

12,262

 

Transaction expenses(f)

 

 

 

 

 

3,147

 

 

 

 

 

2,613

 

Legacy commission related charges(h)

 

 

 

 

 

1,394

 

 

 

 

 

130

 

Employee recruiting costs(i)

 

 

 

 

 

92

 

 

 

 

 

18

 

Restructuring and other strategic initiative costs(k)

 

 

 

 

 

524

 

 

 

 

 

56

 

Other non-recurring charges(l)

 

 

 

 

 

762

 

 

 

 

 

101

 

Pro forma taxes at effective rate(p)

 

 

 

 

 

(3,209)

 

 

 

 

 

 

Adjusted Net Income

 

 

 

 

 

$13,537

 

 

 

 

 

$12,343

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

79,524,966

 

 

 

 

 

62,840,068

 

Adjusted Net income per share

 

 

 

 

 

$0.17

 

 

 

 

 

$0.20

 


 


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

For the Twelve Months Ended December 31, 2020 and 2019

(Unaudited)

 

 

 

Successor

 

 

 

 

 

Successor

 

Predecessor

 

 

 

 

 

 

 

($ in thousands)

 

Year Ended December 31, 2020

 

Adjustments(o)

 

Pro Forma

Year Ended December 31, 2020

 

July 11, 2019 through December 31, 2019

 

January 1, 2019 through July 10, 2019

 

Combined

 

Adjustments(o)

 

Pro Forma

Year Ended December 31, 2019

 

Total Revenue

 

$155,036

 

$                    —

 

$155,036

 

$57,560

 

$47,043

 

$104,603

 

$                       —

 

$104,603

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interchange and network fees

 

$                    —

 

$                    —

 

$                    —

 

$                    —

 

$                       —

 

$                       —

 

$                       —

 

$                       —

 

Other costs of services

 

41,447

 

 

41,447

 

15,657

 

10,216

 

25,873

 

 

25,873

 

Selling, general and administrative

 

87,302

 

 

87,302

 

45,758

 

51,201

 

96,959

 

 

96,959

 

Depreciation and amortization

 

60,807

 

(32,634)

 

28,173

 

23,757

 

6,223

 

29,980

 

(15,412)

 

14,568

 

Change in fair value of contingent consideration

 

(2,510)

 

 

(2,510)

 

 

 

 

 

 

Total operating expenses

 

$187,046

 

$(32,634)

 

$154,412

 

$85,172

 

$67,640

 

$152,812

 

$(15,412)

 

$137,400

 

Income (loss) from operations

 

$(32,010)

 

$32,634

 

$624

 

$(27,612)

 

$(20,597)

 

$(48,209)

 

$15,412

 

$(32,797)

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expenses

 

(14,445)

 

 

(14,445)

 

(5,922)

 

(3,145)

 

(9,067)

 

 

(9,067)

 

Change in fair value of tax receivable liability

 

(12,439)

 

 

(12,439)

 

(1,638)

 

 

(1,638)

 

 

(1,638)

 

Other (expenses) income

 

(3)

 

 

(3)

 

(1,380)

 

 

(1,380)

 

 

(1,380)

 

Total other (expenses) income

 

(26,887)

 

 

(26,887)

 

(8,940)

 

(3,145)

 

(12,085)

 

 

(12,085)

 

Income (loss) before income tax expense

 

(58,897)

 

32,634

 

(26,263)

 

(36,552)

 

(23,742)

 

(60,294)

 

15,412

 

(44,882)

 

Income tax benefit

 

12,358

 

 

12,358

 

4,991

 

 

4,991

 

 

4,991

 

Net income (loss)

 

$(46,539)

 

$32,634

 

$(13,905)

 

$(31,561)

 

$(23,742)

 

$(55,303)

 

$15,412

 

$(39,891)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of Acquisition-Related Intangibles(m)

 

 

 

 

 

19,492

 

 

 

 

 

 

 

 

 

9,917

 

Loss on extinguishment of debt (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,380

 

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

 

 

 

 

 

(2,510)

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

12,439

 

 

 

 

 

 

 

 

 

1,638

 

Share-based compensation expense(e)

 

 

 

 

 

19,446

 

 

 

 

 

 

 

 

 

22,922

 

Transaction expenses(f)

 

 

 

 

 

10,924

 

 

 

 

 

 

 

 

 

40,126

 

Management Fees(g)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

211

 

Legacy commission related charges(h)

 

 

 

 

 

8,614

 

 

 

 

 

 

 

 

 

2,557

 

Employee recruiting costs(i)

 

 

 

 

 

214

 

 

 

 

 

 

 

 

 

51

 

Loss on disposition of property and equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring and other strategic initiative costs(k)

 

 

 

 

 

1,103

 

 

 

 

 

 

 

 

 

352

 

Other non-recurring charges(l)

 

 

 

 

 

1,154

 

 

 

 

 

 

 

 

 

215

 

Pro forma taxes at effective rate(p)

 

 

 

 

 

(13,226)

 

 

 

 

 

 

 

 

 

 

Adjusted Net Income

 

 

 

 

 

$43,745

 

 

 

 

 

 

 

 

 

$39,478

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

73,373,106

 

 

 

 

 

 

 

 

 

59,721,429

 

Adjusted Net income per share

 

 

 

 

 

$0.60

 

 

 

 

 

 

 

 

 

$0.66

 

 

 


(a)

See footnote (m) for details on our amortization and depreciation expenses.

(b)

Reflects write-offs of debt issuance costs relating to Hawk Parent’s term loans and prepayment penalties relating to its previous debt facilities.

(c)

Reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date.

(d)

Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement.

(e)

Represents compensation expense associated with equity compensation plans, totaling $4,679,451 and $19,445,800 in the three and twelve months ended December 31, 2020, respectively, $658,195 and $908,978 in the Predecessor periods from July 1, 2019 to July 10, 2019 and January 1, 2019 to July 10, 2019, respectively, and $22,013,287 as a result of new grants made in the Successor period from July 11, 2019 to December 31, 2019.

(f)

Primarily consists of (i) during the three and twelve months ended December 31, 2020, professional service fees and other costs incurred in connection with the acquisition of CPS Payments, and additional transaction expenses incurred in connection with the Business Combination and the acquisitions of TriSource Solutions, APS Payments, Ventanex and cPayPlus, which closed in prior periods, as well as professional service expenses related to the June 2020 and September 2020 equity offerings and (ii) during the three and twelve months ended December 31, 2019, professional service fees and other costs in connection with the Business Combination, as well as the acquisitions of TriSource Solutions and APS Payments.

(g)

Reflects management fees paid to Corsair Investments, L.P. pursuant to the management agreement, which terminated upon the completion of the Business Combination.

(h)

Represents payments made to certain employees and partners in connection with significant restructuring of their commission structures. These payments represented commission structure changes which are not in the ordinary course of business.

(i)

Represents payments made to third-party recruiters in connection with a significant expansion of our personnel, which REPAY expects will become more moderate in subsequent periods.

(j)

Reflects franchise taxes and other non-income based taxes.

(k)

Reflects consulting fees related to our processing services and other operational improvements, including restructuring and integration activities related to our acquired businesses, that were not in the ordinary course during the three and twelve months ended December 31, 2020 and 2019, and additionally one-time expenses related to the creation of a new entity in connection with equity arrangements for the members of Hawk Parent in connection with the Business Combination in the twelve months ended December 31, 2019.

(l)

For the three and twelve months ended December 31, 2020, reflects expenses incurred related to one-time accounting system and compensation plan implementation related to becoming a public company, extraordinary refunds to customers and other payments related to COVID-19, and non-cash rent expense. For the twelve months ended December 31, 2019, reflects expenses incurred related to other one-time legal and compliance matters. Additionally, for the three months ended December 31, 2019 reflects a one-time credit issued to a customer which was not in the ordinary course of business.

(m)

For the three and twelve months ended December 31, 2020 reflects (i) amortization of the customer relationships intangibles acquired through Hawk Parent’s acquisitions of PaidSuite and Paymaxx during the year ended December 31, 2017 and the recapitalization transaction in 2016, through which Hawk Parent was formed in connection with the acquisition of a majority interest in Repay Holdings, LLC by certain investment funds sponsored by, or affiliated with, Corsair Capital LLC, (ii) customer relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination,

 


and (iii) customer relationships, non compete agreement, and software intangibles acquired through Repay Holdings, LLC’s acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, and CPS Payments subsequent to the close of the respective acquisitions. For the three and twelve months ended December 31, 2019, reflects amortization of customer relationships intangibles acquired through Hawk Parent’s acquisitions and the recapitalization transaction in 2016 and the acquisition of TriSource Solutions and APS Payments. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. See additional information below for an analysis of our amortization expenses:

 

 

Three months ended December 31,

 

Year ended December 31,

($ in thousands)

2020

 

2019

 

2020

 

2019

 

Acquisition-related intangibles

$6,029

 

$3,432

 

$19,492

 

$9,917

 

Software

2,291

 

1,197

 

7,467

 

3,895

 

Reseller buyouts

15

 

15

 

58

 

58

 

Amortization

$8,335

 

$4,644

 

$27,017

 

$13,870

 

Depreciation

282

 

252

 

1,156

 

698

 

Total Depreciation and amortization (1)

$8,617

 

$4,895

 

$28,173

 

$14,568

 

 

 

1)

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

 

(n)

Represents the weighted average number of shares of Class A common stock outstanding (on as-converted basis) for the three and twelve months ended December 31, 2020, the three months ended December 31, 2019, and for the Successor period from July 11, 2019 to December 31, 2019 (in each case, excluding shares subject to forfeiture).  

(o)

Adjustment for incremental depreciation and amortization recorded due to fair-value adjustments under ASC 805 in the Successor period.

(p)

Represents pro forma income tax adjustment effect associated with items adjusted above. As Hawk Parent, as the accounting Predecessor, was not subject to income taxes, the tax effect above was calculated on the adjustments related to the Successor period only.

 

 

 

Slide 0

REPAY Q4 20 / FY20 Earnings Supplement March 2021 Exhibit 99.2

Slide 1

On July 11, 2019 (the “Closing Date”), Thunder Bridge Acquisition Ltd. (“Thunder Bridge”) and Hawk Parent Holdings LLC (“Hawk Parent”) completed their previously announced business combination under which Thunder Bridge acquired Hawk Parent, upon which Thunder Bridge changed its name to Repay Holdings Corporation (“REPAY” or the “Company”). Unless otherwise indicated, information provided in this presentation (a) that relates to any period ended prior to the Closing Date reflects that of Hawk Parent prior to the Business Combination and (b) that relates to the 12-month period ended December 30, 2019 reflects the combination of (i) Hawk Parent for the period from January 1, 2019 through July 10, 2019 and (ii) REPAY for the period from the Closing Date through December 31, 2019. Such combination reflects a simple arithmetic addition of relevant periods. The historical financial information of Thunder Bridge prior to the Business Combination has not been reflected in any financial information of Hawk Parent. The Company’s filings with the Securities and Exchange Commission (“SEC”), which you may obtain for free at the SEC’s website at http://www.sec.gov, discuss some of the important risk factors that may affect REPAY’s business, results of operations and financial condition. Forward-Looking Statements This presentation (the “Presentation”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, REPAY’s 2021 outlook, the effects of the COVID-19 pandemic, expected demand on REPAY’s product offering, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities, and our business strategy and the plans and objectives of management for future operations. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. In addition to factors previously disclosed in REPAY’s reports filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2020, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: exposure to economic conditions and political risk affecting the consumer loan market and consumer and commercial spending; the impacts of the ongoing COVID-19 coronavirus pandemic and the actions taken to control or mitigate its spread (which impacts are highly uncertain and cannot be reasonably estimated or predicted at this time); a delay or failure to integrate and realize the benefits of REPAY’s recent acquisitions; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to develop and maintain effective internal controls. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about us or the date of such information in the case of information from persons other than us, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this prospectus. Forecasts and estimates regarding our industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Industry and Market Data The information contained herein also includes information provided by third parties, such as market research firms. Neither of REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information. Neither REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Neither REPAY nor its affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Non-GAAP Financial Measures  This Presentation includes certain non-GAAP financial measures that REPAY’s management uses to evaluate its operating business, measure its performance and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain non-cash and non-recurring charges, such as non-cash loss on extinguishment of debt, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, management fees, legacy commission related charges, employee recruiting costs, other taxes, strategic initiative related 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 non-cash and non-recurring charges, such as non-cash loss on extinguishment of debt, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, management fees, legacy commission related charges, employee recruiting costs, strategic initiative related costs and other non-recurring charges, 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. REPAY believes that Adjusted EBITDA and Adjusted Net Income provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, Adjusted EBITDA and Adjusted Net Income are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled Adjusted EBITDA and Adjusted Net Income, or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider Adjusted EBITDA and Adjusted Net Income alongside other financial performance measures, including net income and REPAY’s other financial results presented in accordance with GAAP. No Offer or Solicitation This Presentation is for informational purposes only and is neither an offer to sell or purchase, nor a solicitation of an offer to sell, buy or subscribe for any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Disclaimer

Slide 2

Section 1: Financial Update

Slide 3

Financial Highlights Gross Profit is defined as Revenue less Cost of Services Q4 2020 FY 2020 (Represents Y-o-Y Growth)

Slide 4

Financial Update – Q4 2020 ($MM) Gross Profit (1) Adjusted EBITDA Card Payment Volume 72% 72% % Margin 44% 46% % Margin 16% 23% 29% Gross Profit is defined as Revenue less Cost of Services

Slide 5

Financial Update – FY 2020 ($MM) Gross Profit (1) Adjusted EBITDA Card Payment Volume 75% 73% % Margin 44% 44% % Margin 42% 44% 41% Gross Profit is defined as Revenue less Cost of Services

Slide 6

Focused on Maintaining Significant Liquidity Preserve liquidity and profitability through: Focusing on high priority hiring Limiting discretionary expenses Negotiations with vendors Significant cash raised from concurrent common stock and convertible notes offerings Business continues to show high cash flow conversion Continued investments in growth Strong Liquidity Position as of January 31, 2021 Based on LTM January 2021 PF adjusted EBITDA, pro forma for adjusted EBITDA contribution of Ventanex, cPayPlus, and CPS Payments. Committed to Prudently Managing Leverage Proceeds from concurrent common stock and convertible notes offerings Terminated existing interest rate hedge arrangement No interest payments, no principal due until maturity in 2026 (if not converted) Established new $125 million revolver facility to provide flexibility for further acquisitions Secured net leverage covenant is 2.00x (definitionally excludes convertible notes balance) Preliminary Financial Metrics as of January 31, 2021 Liquidity Leverage

Slide 7

Section 2: Strategy & Outlook

Slide 8

Multiple Levers to Continue to Drive Growth Repay’s Leading Platform & Attractive Market Opportunity Position It To Build On Its Record Of Robust Growth & Profitability Majority of growth derived from further penetration of existing client base

Slide 9

B2B Healthcare EXPANDING EXISTING BUSINESS Executing on Growth Plan As of December 31, 2020; certain logos added post this date. Third-party research and management estimates. Added new customers via direct salesforce across all verticals 124 Software Partner Relationships(1), including: B2B Virtual Card / AP Automation Loan Repayment / ARM Mortgage Servicing BROADENING ADDRESSABLE MARKET AND SOLUTIONS Expanded TAM to $4.7 trillion(2) through strategic M&A focused on B2B merchant acquiring, mortgage servicing, B2B healthcare, B2B AP automation; continued focus on highly attractive, underserved verticals with unique payments needs Now actively processing in the Buy Now Pay Later space Completed concurrent common stock and convertible notes offerings, as well as closed a new revolving credit facility –providing the Company with ample liquidity of $500+ million to pursue deals Opening of a new software development office in Ireland, in partnership with a local firm called Protego, to enhance and accelerate new product and research & development capabilities * * * * * Denotes new relationship added Q4 ’20 and beyond *

Slide 10

REPAY’s Growing B2B Payments Business Note: All metrics include contributions from CPS Payments. Third-party research and management estimates Volume includes merchant acquiring credit and debit card , virtual card, and enhanced ACH Total Addressable Market(1) $3.4Tn Vertical End Markets 10+ Annualized Payment Volume(2) $4Bn Clients 3,000+ Electronic Payments-Enabled Supplier Network 60,000+ Integrated Software Partners ~45 AP Automation Merchant Acquiring Combined AR and AP automation solutions provides a compelling value proposition to clients

Slide 11

FY 2021 Outlook Note: REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures such as forecasted 2021 Adjusted EBITDA to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading. FY 2021 This range assumes no further unforeseen COVID-related impacts, which could create substantial economic duress in 2021.

Slide 12

FY 2021 Gross Profit Outlook Bridge REPAY’s 2021 Gross Profit Outlook Represents ~23% Total Growth & ~15%(1) Organic Growth ($MM) Organic Growth Growth from Acquired Entities Organic Growth excludes gross pross profit contributions from Ventanex, cPayPlus, and CPS in 2020 and 2021 $140MM represents high end of FY 2021 gross profit guidance (2)

Slide 13

Section 3: Appendix

Slide 14

Q4 2020 Financial Update Gross Profit is defined as Total Revenue less Cost of Services SG&A includes expense associated with the change in fair value of tax receivable liability, change in fair value of contingent consideration and other income / expenses See “Adjusted EBITDA Reconciliation” on slide 16 for reconciliation of Adjusted EBITDA to its most comparable GAAP measure See “Adjusted Net Income Reconciliation” on slide 17 for reconciliation of Adjusted Net Income to its most comparable GAAP measure

Slide 15

FY 2020 Financial Update Gross Profit is defined as Total Revenue less Cost of Services SG&A includes expense associated with the change in fair value of tax receivable liability, change in fair value of contingent consideration and other income / expenses See “Adjusted EBITDA Reconciliation” on slide 16 for reconciliation of Adjusted EBITDA to its most comparable GAAP measure See “Adjusted Net Income Reconciliation” on slide 17 for reconciliation of Adjusted Net Income to its most comparable GAAP measure

Slide 16

Adjusted EBITDA Reconciliation Adjusted EBITDA Reconciliation For the three and twelve months ended December 31, 2020 reflects (i) amortization of the customer relationships intangibles acquired through Hawk Parent’s acquisitions of PaidSuite and Paymaxx during the year ended December 31, 2017 and the recapitalization transaction in 2016, through which Hawk Parent was formed in connection with the acquisition of a majority interest in Repay Holdings, LLC by certain investment funds sponsored by, or affiliated with, Corsair Capital LLC., (ii) customer relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and (iii) customer relationships, non compete agreement, and software intangibles acquired through Repay Holdings, LLC’s acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, and CPS Payments subsequent to the close of the respective acquisitions. For the three and twelve months ended December 31, 2019, reflects amortization of customer relationships intangibles acquired through Hawk Parent’s acquisitions and the recapitalization transaction in 2016 and the acquisition of TriSource Solutions and APS Payments described previously. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. Reflects write-offs of debt issuance costs relating to Hawk Parent’s term loans and prepayment penalties relating to its previous debt facilities. Reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date. Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. Represents compensation expense associated with equity compensation plans, totaling $4,679,451 and $19,455,800 in the three and twelve months ended December 31, 2020, respectively, $658,195 and $908,978 in the Predecessor periods from July 1, 2019 to July 10, 2019 and January 1, 2019 to July 10, 2019, respectively, and $22,013,287 as a result of new grants made in the Successor period from July 11, 2019 to December 31, 2019. Primarily consists of (i) during the three and twelve months ended December 31, 2020, professional service fees and other costs incurred in connection with the acquisition of CPS Payments, and additional transaction expenses incurred in connection with the Business Combination and the acquisitions of TriSource Solutions, APS Payments, Ventanex and cPayPlus, which closed in prior periods, as well as professional service expenses related to the follow-on offerings and (ii) during the three and twelve months ended December 31, 2019, professional service fees and other costs in connection with the Business Combination, as well as the acquisitions of TriSource Solutions and APS Payments. Reflects management fees paid to Corsair Investments, L.P. pursuant to the management agreement, which terminated upon the completion of the Business Combination. Represents payments made to certain employees and partners in connection with significant restructuring of their commission structures. These payments represented commission structure changes which are not in the ordinary course of business. Represents payments made to third-party recruiters in connection with a significant expansion of our personnel, which REPAY expects will become more moderate in subsequent periods. Reflects franchise taxes and other non-income based taxes. Reflects consulting fees related to our processing services and other operational improvements, including restructuring and integration activities related to our acquired businesses, that were not in the ordinary course during the three and twelve months ended December 31, 2020 and 2019, and additionally one-time expenses related to the creation of a new entity in connection with equity arrangements for the members of Hawk Parent in connection with the Business Combination in the twelve months ended December 31, 2019. For the three and twelve months ended December 31, 2020, reflects expenses incurred related to one-time accounting system and compensation plan implementation related to becoming a public company, as well as extraordinary refunds to customers and other payments related to COVID-19. For the twelve months ended December 31, 2019, reflects expenses incurred related to other one-time legal and compliance matters. Additionally, for the three months ended December 31, 2019 reflects a one-time credit issued to a customer which was not in the ordinary course of business.

Slide 17

Adjusted Net Income Reconciliation Adjusted Net Income Reconciliation For the three and twelve months ended December 31, 2020 reflects (i) amortization of the customer relationships intangibles acquired through Hawk Parent’s acquisitions of PaidSuite and Paymaxx during the year ended December 31, 2017 and the recapitalization transaction in 2016, through which Hawk Parent was formed in connection with the acquisition of a majority interest in Repay Holdings, LLC by certain investment funds sponsored by, or affiliated with, Corsair Capital LLC., (ii) customer relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and (iii) customer relationships, non compete agreement, and software intangibles acquired through Repay Holdings, LLC’s acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, and CPS Payments subsequent to the close of the respective acquisitions. For the three and twelve months ended December 31, 2019, reflects amortization of customer relationships intangibles acquired through Hawk Parent’s acquisitions and the recapitalization transaction in 2016 and the acquisition of TriSource Solutions and APS Payments described previously. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. Reflects write-offs of debt issuance costs relating to Hawk Parent’s term loans and prepayment penalties relating to its previous debt facilities. Reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date. Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. Represents compensation expense associated with equity compensation plans, totaling $4,679,451 and $19,455,800 in the three and twelve months ended December 31, 2020, respectively, $658,195 and $908,978 in the Predecessor periods from July 1, 2019 to July 10, 2019 and January 1, 2019 to July 10, 2019, respectively, and $22,013,287 as a result of new grants made in the Successor period from July 11, 2019 to December 31, 2019. Primarily consists of (i) during the three and twelve months ended December 31, 2020, professional service fees and other costs incurred in connection with the acquisition of CPS Payments, and additional transaction expenses incurred in connection with the Business Combination and the acquisitions of TriSource Solutions, APS Payments, Ventanex and cPayPlus, which closed in prior periods, as well as professional service expenses related to the follow-on offerings and (ii) during the three and twelve months ended December 31, 2019, professional service fees and other costs in connection with the Business Combination, as well as the acquisitions of TriSource Solutions and APS Payments. Reflects management fees paid to Corsair Investments, L.P. pursuant to the management agreement, which terminated upon the completion of the Business Combination. Represents payments made to certain employees and partners in connection with significant restructuring of their commission structures. These payments represented commission structure changes which are not in the ordinary course of business. Represents payments made to third-party recruiters in connection with a significant expansion of our personnel, which REPAY expects will become more moderate in subsequent periods. Reflects consulting fees related to our processing services and other operational improvements, including restructuring and integration activities related to our acquired businesses, that were not in the ordinary course during the three and twelve months ended December 31, 2020 and 2019, and additionally one-time expenses related to the creation of a new entity in connection with equity arrangements for the members of Hawk Parent in connection with the Business Combination in the twelve months ended December 31, 2019. For the three and twelve months ended December 31, 2020, reflects expenses incurred related to one-time accounting system and compensation plan implementation related to becoming a public company, extraordinary refunds to customers and other payments related to COVID-19, and non-cash rent expense. For the twelve months ended December 31, 2019, reflects expenses incurred related to other one-time legal and compliance matters. Additionally, for the three months ended December 31, 2019 reflects a one-time credit issued to a customer which was not in the ordinary course of business. Represents pro forma income tax adjustment effect associated with items adjusted above. As Hawk Parent, as the accounting Predecessor, was not subject to income taxes, the tax effect above was calculated on the adjustments related to the Successor period only.

Slide 18

Depreciation and Amortization Detail Note: Adjusted Net Income excludes amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions (see corresponding adjustments in the reconciliation of net income to Adjusted Net Income on slide 17). 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. Amortization of intangibles that relate to past acquisitions will recur in future periods until such intangibles have been fully amortized. Any future acquisitions may result in the amortization of additional intangibles. Depreciation and Amortization

Slide 19

Share Count Shares refer to Class A common stock on an as-converted basis; current as of February 19, 2021. Does not include any shares issuable upon conversion of the Company’s 0.00% Convertible Senior Notes due 2026. This presentation is not a complete summary of all relevant terms and conditions related to the shares or any units, including with respect to vesting or other key terms. For more information, see the Company’s SEC filings.

Slide 20

Slide 0

Investor Presentation March 2021 Exhibit 99.3

Slide 1

Disclaimer On July 11, 2019 (the “Closing Date”), Thunder Bridge Acquisition Ltd. (“Thunder Bridge”) and Hawk Parent Holdings LLC (“Hawk Parent”) completed their previously announced business combination under which Thunder Bridge acquired Hawk Parent, upon which Thunder Bridge changed its name to Repay Holdings Corporation (“REPAY” or the “Company”). Unless otherwise indicated, information provided in this presentation (a) that relates to any periods ended prior to the Closing Date reflect that of Hawk Parent prior to the Business Combination, (b) that relates to any period ended December 31, 2019 reflect the combination of (i) Hawk Parent for the periods from January 1, 2019 through July 10, 2019 and (ii) REPAY for the period from the Closing Date through December 31, 2019. Such combination reflects a simple arithmetic addition of the relevant periods. The historical financial information of Thunder Bridge prior to the Business Combination has not been reflected in any financial information of Hawk Parent. The Company’s filings with the Securities and Exchange Commission (“SEC”), which you may obtain for free at the SEC’s website at http://www.sec.gov, discuss some of the important risk factors that may affect REPAY’s business, results of operations and financial condition. Forward-Looking Statements This presentation (the “Presentation”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, expected demand on REPAY’s product offering, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities, and our business strategy and the plans and objectives of management for future operations. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. In addition to factors previously disclosed in REPAY’s reports filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2020, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: exposure to economic conditions and political risk affecting the consumer loan market and consumer and commercial spending; the impacts of the ongoing COVID-19 coronavirus pandemic and the actions taken to control or mitigate its spread (which impacts are highly uncertain and cannot be reasonably estimated or predicted at this time); a delay or failure to integrate and realize the benefits of REPAY’s recent acquisitions; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to develop and maintain effective internal controls. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about us or the date of such information in the case of information from persons other than us, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this prospectus. Forecasts and estimates regarding our industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Industry and Market Data The information contained herein also includes information provided by third parties, such as market research firms. Neither of REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information. Neither REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Neither REPAY nor its affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Non-GAAP Financial Measures  This Presentation includes certain non-GAAP financial measures that REPAY’s management uses to evaluate its operating business, measure its performance and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain non-cash and non-recurring charges, such as loss on extinguishment of debt, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities; share-based compensation charges, transaction expenses, management fees, legacy commission related charges, employee recruiting costs, other taxes, strategic initiative related costs and other non-recurring charges. REPAY believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, Adjusted EBITDA is not a financial measure 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 a non-GAAP financial measure to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled Adjusted EBITDA or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income and REPAY’s other financial results presented in accordance with GAAP. No Offer or Solicitation This Presentation is for informational purposes only and is neither an offer to sell or purchase, nor a solicitation of an offer to sell, buy or subscribe for any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.  

Slide 2

Section 1: Introduction to REPAY

Slide 3

Who We Are CAGR is from 2018A – 2020A 2020A Cash Flow Conversion calculated as Adjusted EBITDA – Capex / Adjusted EBITDA A leading, highly-integrated omni-channel payment technology platform modernizing loan repayment verticals and B2B payments

Slide 4

Why REPAY? ORGANIC GROWTH M&A CATALYSTS LONG-TERM GROWTH Secular Trends Away From Cash and Check Toward Digital Payments Transaction Growth in Key Verticals Further Penetrate Existing Clients Deepen Presence in Existing Verticals (e.g. Automotive, B2B, Credit Unions, Revenue Cycle Management, Canada) Expand into New Verticals/Geographies Transformational Acquisitions Extending Broader Solution Suite $4.7Trn TAM (1) Creates Long Runway for Growth Deep Presence in Key Verticals Creates Significant Defensibility Highly Attractive Financial Model SHAREHOLDER RETURN DRIVEN BY Source: Third-party research and management estimates

Slide 5

Our Strong Execution and Momentum Total Addressable Market ~$535Bn ~$4.7Trn (2) # of ISV Integrations 53 124 (4) Merchant Count ~4,000 ~15,000+ (3) Executing Our Vision... Today (1) At Initial Business Combination (IBC) As of 12/31/2020 Third-party research and management estimates Management estimate, includes TriSource, APS, Ventanex, cPayPlus and CPS Payments Includes integrations from APS, Ventanex, cPayPlus and CPS Payments acquisitions

Slide 6

Section 2: REPAY Investment Highlights

Slide 7

REPAY’s Business Strengths and Strategies A Leading, Omni-Channel Payment Technology Provider FAST GROWING AND UNDERPENETRATED MARKET OPPORTUNITY VERTICALLY INTEGRATED PAYMENT TECHNOLOGY PLATFORM DRIVING FRICTIONLESS PAYMENTS EXPERIENCE EXPERIENCED BOARD WITH DEEP PAYMENTS EXPERTISE HIGHLY STRATEGIC AND DIVERSE CLIENT BASE 1 | 2 | 3 | 4 | 5 | 6 |

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End Market Opportunities Growth Opportunities Canada $60Bn Receivables Mgmt $70Bn Personal Loans $600Bn Automotive Loans $500Bn Mortgage $1.2Trn B2B Merchant Acquiring $2.2Trn B2B AP Automation We Are Capitalizing on Large, Underserved Market Opportunities Source: Third-party research and management estimates REPAY’s key end markets have been underserved by payment technology and service providers due to unique market dynamics REPAY’s existing verticals represent ~$4.7Trn(1) of projected annual total payment volume 1 Loan repayment and B2B markets have lagged other industry verticals in moving to electronic payments Credit cards are not permitted in loan repayment which has resulted in overall low card penetration B2B payments (including AP and AR) have traditionally been made via check or ACH Merchants serving REPAY’s markets—spanning consumer and business payments—are facing increasing demand from customers for electronic and omnichannel payment solutions $90Bn Credit Unions Future New Verticals Buy Now Pay Later B NP L

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Card and Debit Payments Underpenetrated in Our Verticals Source: The Nilson Report – December 2018. Represents debit and credit as a percentage of all U.S. consumer payment systems, including various forms of paper, card, and electronic payment methods Source: Third-party research and management estimates Loan Repayment and B2B Payments Lag Other Markets in Migrating to Card Payments 1 ...And in REPAY’s Verticals(2) Card Payment Penetration Across Industries(1)...

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Proprietary, Integrated Payment Technology Platform Reduces Complexity For a Unified Commerce Experience REPAY Has Built a Leading Next- Gen Software Platform Merchants Businesses and Consumers Accelerated payment cycle (ability to lend more / faster) through card processing Faster access to funds to help businesses with working capital 24 / 7 payment acceptance through “always open” omni-channel offering Direct software integrations into loan, dealer, and business management systems reduces operational complexity for merchant Improved regulatory compliance through fewer ACH returns Self-service capabilities through ability to pay anywhere, any way and any time, 24 / 7 Option to make real-time payments through use of card transactions Immediate feedback that payment has been processed Omni-channel payment methods (e.g. Web, Mobile, IVR, Text) Fewer ancillary charges (e.g. NSF fees) for borrowers through automatic recurring online debit card payments Pay Anywhere, Any Way, Any Time 2 Mobile App Text IVR REPAY’s omni-channel payment and electronic billing management platform significantly reduces complexity for customers and enhances the end-user experience Web

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REPAY Leverages A Vertically Tiered Sales Strategy Supplemented By Software Integrations To Drive New Merchant Acquisitions Key Software Integrations Accelerates Distribution Direct sales model that is structured by vertical and by production tier Sales Support Team increases sales and supports onboarding process Software Integrations Sales Strategy / Distribution Model Tier 3 (Direct Sales) $5MM+ Monthly Volume Tier 2 (Direct Sales) $1MM – $5MM Monthly Volume Tier 1 (Call Center) <$1MM Monthly Volume Sales Support Team Successfully integrated with many of the top software providers Software integrations enable the direct salesforce to more easily access new merchant opportunities and respond to inbound leads Robust pipeline of other software vendors currently in discussions to integrate Number of Software Integration Partners 3 46% CAGR

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Attractive and Diverse Client Base Across Key Verticals 4 REPAY’s Platform Provides Significant Value To >15,000(1) Merchants Offering Solutions Across A Variety Of Industry Verticals Management estimate, including TriSource, APS, Ventanex, cPayPlus and CPS Payments. Expanded into B2B Vertical via APS Acquisition B2B MERCHANT ACQUIRING CANADA Successfully Entered Canada in 2019 Expanded into Receivables Management/ Revenue Cycle Management Verticals via PaidSuite acquisition RECEIVABLES MANAGEMENT/ REVENUE CYCLE MANAGEMENT A Market Leader for Over a Decade in the Personal Loans Vertical PERSONAL LOANS AUTOMOTIVE LOANS MORTGAGE SERVICING Expanded into Mortgage Servicing Vertical via Ventanex acquisition LOAN REPAYMENTS B2B PAYMENTS Expanded into B2B Healthcare Vertical via Ventanex acquisition B2B HEALTHCARE PAYMENTS CREDIT UNIONS Organic expansion into credit unions, a large and underserved market in the auto lending space Processing technology solutions for ISO’s, acquirers, and owned merchants via TriSource acquisition PROCESSING OTHER PAYMENTS Firmly Established Foothold in Auto Finance Vertical via Sigma and Paymaxx acquisitions Expanded into AP Automation Vertical via cPayPlus and CPS acquisitions B2B AP AUTOMATION

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Demonstrated Ability to Acquire and Successfully Integrate Businesses 5 Represents A Significant Opportunity To Enhance Organic Growth In Existing Verticals And Accelerate Entry Into New Markets And Services Extend Solution Set via New Capabilities New Vertical Expansion Deepen Presence in Existing Verticals Back-end transaction processing capabilities, which enhance M&A strategy Value-add complex exception processing capabilities Expansion into the Automotive, Receivables Management, B2B Merchant Acquiring, B2B Healthcare, Mortgage Servicing, B2B AP Automation verticals Accelerates expansion into Automotive vertical THEME ACQUISITIONS RATIONALE Demonstrated ability to source, acquire and integrate various targets across different verticals Dedicated team to manage robust M&A pipeline * *Completed since becoming a public company (2020) * (2020) *

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Multiple Levers to Continue to Drive Growth 5 REPAY’s Leading Platform & Attractive Market Opportunity Position It To Build On Its Record Of Growth & Profitability Majority of growth derived from further penetration of existing client base

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Experienced Board with Deep Payments Expertise 6 9-Member Board Of Directors Comprised Of Industry Veterans And Influential Leaders In The Financial Services And Payment Industries

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Section 3: REPAY Financial Overview

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Financial Highlights 2020A Cash Flow Conversion calculated as Adjusted EBITDA – Capex / Adjusted EBITDA CAGR is from 2018A – 2020A Low volume attrition and low risk portfolio Differentiated technology platform & ecosystem Deeply integrated with customer base Recurring transaction / volume based revenue REPAY’s Unique Model Translates Into A Highly Attractive Financial Profile

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Significant Volume and Revenue Growth... Total Card Payment Volume ($Bn) Total Revenue ($MM) REPAY has generated strong, consistent volume growth, resulting in ~$15.2Bn in annual card processing volume in 2020 REPAY’s revenue growth has been strong, resulting in 48% YoY Growth from 2019 to 2020 42% 44%(1) Y-o-Y Growth Y-o-Y Growth 43% CAGR 48% YoY Growth 42% 27%(1) 44% 48% 2018 and 2019 growth rates are calculated using Processing and Service Fees, unadjusted for the impact of the adoption of ASC 606

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% Margin % Margin ...Translating into Accelerating Profitability Gross Profit Adjusted EBITDA(2) Gross margins are improving due to a decrease in processing costs Highly scalable platform with attractive margins ($MM) Gross Profit is defined as Total Revenue less Interchange and Network Fees and Other Cost of Services; all items unadjusted for the impact of the adoption of ASC 606 See “Adjusted EBITDA Reconciliation” on slide 20 Gross Margin and Adjusted EBITDA Margin are calculated using Processing and Service Fees, unadjusted for the impact of the adoption of ASC 606 44% CAGR 36% CAGR 67%(3) 45%(3) 75% 46% 73% 44% (1)

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Adjusted EBITDA Reconciliation – Historical For the twelve months ended December 31, 2020 reflects (i) amortization of the customer relationships intangibles acquired through Hawk Parent’s acquisitions of PaidSuite, Inc. and PaidMD, LLC (together, “PaidSuite”) and Paymaxx Pro, LLC (“Paymaxx”) during the year ended December 31, 2017 and the recapitalization transaction in 2016, through which Hawk Parent was formed in connection with the acquisition of a majority interest in Repay Holdings, LLC by certain investment funds sponsored by, or affiliated with, Corsair Capital LLC, (ii) customer relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and (iii) customer relationships, non compete agreement, and software intangibles acquired through Repay Holdings, LLC’s acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, and CPS Payments subsequent to the close of the respective acquisitions. For the twelve months ended December 31, 2019, reflects amortization of customer relationships intangibles acquired through Hawk Parent’s acquisitions and the recapitalization transaction in 2016 and the acquisition of TriSource Solutions and APS Payments described previously. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. For the year ended December 31, 2018, reflects amortization of customer relationships intangibles acquired through Hawk Parent’s acquisitions of PaidSuite and Paymaxx during the year ended December 31, 2017 and the 2016 Recapitalization transaction. Reflects write-offs of debt issuance costs relating to Hawk Parent’s term loans and prepayment penalties relating to its previous debt facilities. Reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date. Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. Represents compensation expense associated with equity compensation plans, totaling $19,455,800 in the twelve months ended December 31, 2020 $908,978 in the Predecessor periods from July 1, 2019 to July 10, 2019 and January 1, 2019 to July 10, 2019, and $22,013,287 as a result of new grants made in the Successor period from July 11, 2019 to December 31, 2019, and $796,967 for the year ended December 31, 2018. Primarily consists of (i) during the twelve months ended December 31, 2020, professional service fees and other costs incurred in connection with the acquisition of CPS Payments, and additional transaction expenses incurred in connection with the Business Combination and the acquisitions of TriSource Solutions, APS Payments, Ventanex and cPayPlus, which closed in prior periods, as well as professional service expenses related to the follow-on offerings and (ii) during the twelve months ended December 31, 2019, professional service fees and other costs in connection with the Business Combination, as well as the acquisitions of TriSource Solutions and APS Payments. During the twelve months ended December 30, 2018, professional service fees and other costs in connection with the Business Combination, and additional transaction related expenses in connection with the acquisitions of PaidSuite and Paymaxx, which transactions closed in 2017. Reflects management fees paid to Corsair Investments, L.P. pursuant to the management agreement, which terminated upon the completion of the Business Combination. Represents payments made to certain employees and partners in connection with significant restructuring of their commission structures. These payments represented commission structure changes which are not in the ordinary course of business. Represents payments made to third-party recruiters in connection with a significant expansion of our personnel, which REPAY expects will become more moderate in subsequent periods. Reflects franchise taxes and other non-income based taxes. Reflects consulting fees related to our processing services and other operational improvements, including restructuring and integration activities related to our acquired businesses, that were not in the ordinary course during the twelve months ended December 31, 2020, 2019 and 2018, and additionally one-time expenses related to the creation of a new entity in connection with equity arrangements for the members of Hawk Parent in connection with the Business Combination in the twelve months ended December 31, 2019. For the twelve months ended December 31, 2020, reflects expenses incurred related to one-time accounting system and compensation plan implementation related to becoming a public company, as well as extraordinary refunds to customers and other payments related to COVID-19. For the twelve months ended December 31, 2019, reflects expenses incurred related to other one-time legal and compliance matters, as well as a one-time credit issued to a customer which was not in the ordinary course of business. For the twelve months ended December 31, 2018 reflects reversal of adjustments over the prior and current periods made for legal expenses incurred related to a dispute with a former customer, for which we were reimbursed in the current period as a result of its settlement.

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