rpay-8k_20220301.htm
false 0001720592 0001720592 2022-03-01 2022-03-01

 

 

 

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, 2022

  

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, 2022, Repay Holdings Corporation (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended December 31, 2021.

 

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, 2022, 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, 2022 by Repay Holdings Corporation

99.2*

 

Earnings Supplement, dated March 2022

99.3*

 

Investor Presentation, dated March 2022

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, 2022

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 2021 Financial Results

 

ATLANTA, March 1, 2022 -- 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, 2021.

 

“We reported a strong fourth quarter, capping off another successful year of growth for REPAY, both organically and through acquisitions. In 2021, we experienced card payment volume and gross profit growth of 35% and 44%, respectively, compared to 2020,” said John Morris, CEO of REPAY. “We are well positioned for another successful year of growth in 2022, and we will continue to position ourselves to take advantage of the many secular trends towards frictionless digital payments that have been, and we expect will continue to be, a tailwind driving our business.”

 

Three Months Ended December 31, 2021 Highlights

 

 

Card payment volume was $5.6 billion, an increase of 43% over the fourth quarter of 2020

 

Total revenue was $62.2 million, a 50% increase over the fourth quarter of 2020

 

Gross profit was $47.2 million, an increase of 57% over the fourth quarter of 2020

 

Net loss was ($17.4) million, as compared to a net loss of ($8.9) million in the fourth quarter of 2020

 

Adjusted EBITDA1, revised definition was $27.8 million, an increase of 58% over the fourth quarter of 2020

 

Adjusted Net Income1, revised definition was $27.0 million, an increase of 130% over the fourth quarter of 2020

 

Adjusted Net Income1 per share, revised definition was $0.28

 

Twelve Months Ended December 31, 2021 Highlights

 

 

Card payment volume was $20.5 billion, an increase of 35% over the full year 2020

 

Total revenue was $219.3 million, a 41% increase over the full year 2020

 

Gross profit was $163.8 million, an increase of 44% over the full year 2020

 

Net loss was $(56.0) million, as compared to net loss of $(117.4) million in the full year 2020

 

Adjusted EBITDA1, revised definition was $93.2 million, an increase of 57% over the full year 2020

 

Adjusted Net Income1, revised definition was $73.0 million, an increase of 100% over the full year 2020

 

Adjusted Net Income1 per share, revised definition was $0.80

 

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.

 

 

 

1 Beginning with the fourth quarter of 2021, the Company changed its definitions of its non-GAAP financial measures to simplify the presentation and enhance comparability between periods. A historical reconciliation of net income to both the revised and previous definitions of Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share is set forth in the attachment to this release.


 

2022 Outlook

 

“We are pleased with our fourth quarter performance, reporting gross profit growth of 57%,” said Tim Murphy, CFO of REPAY. “In 2022, we will continue to invest in sales, product and technology to further accelerate our growth and position us well for the digital shifts our industry is experiencing across the verticals we serve. Our outlook assumes organic growth of approximately 20%, which we expect to gradually increase throughout 2022, with much stronger growth in the second half of the year.”

 

The change in methodology for REPAY’s Non-GAAP financial measures has no impact on the Company’s outlook for 2022 and any subsequent periods, as Adjusted EBITDA is presented below under the revised definition. REPAY expects the following financial results for full year 2022.

 

 

 

Full Year 2022 Outlook

Card Payment Volume

$27 - 28 billion

Total Revenue

$296 - 306 million

Gross Profit

$224 - 232 million

Adjusted EBITDA

$128 - 134 million

 

This range assumes no further unforeseen COVID-related impacts, which could create substantial economic duress in 2022. REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as forecasted 2022 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 2021 financial results today, March 1, 2022, at 5:30 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 13726126. The replay will be available at https://investors.repay.com/investor-relations.

 

Non-GAAP Financial Measures

 

This report includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as loss on extinguishment of debt, loss on termination of interest rate hedge, non-cash change in fair value of warrant liabilities, 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, employee recruiting costs, other taxes, restructuring and other strategic initiative costs

 


and other non-recurring charges. Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as loss on extinguishment of debt, loss on termination of interest rate hedge, non-cash change in fair value of warrant liabilities, 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, employee recruiting costs, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding units exchangeable for shares of Class A common stock) for the three and twelve months ended December 31, 2021 and 2020 (excluding certain 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.

 

Beginning with the quarter ended December 31, 2021, REPAY changed its method of calculating Adjusted EBITDA and Adjusted Net Income by removing the adjustment related to legacy commission restructuring charges and their tax effects. Adjusted EBITDA and Adjusted Net Income for the years and quarters ended December 31, 2020 and 2019 were also adjusted to conform to the current presentation, resulting in reductions in the Adjusted EBITDA and Adjusted Net Income from the previously reported amounts. The presentation for Adjusted EBITDA and Adjusted Net Income for all periods presented have been updated to reflect these changes and a reconciliation between the revised and previous definitions of Adjusted EBITDA and Adjusted Net Income have been provided within the “Reconciliations of GAAP Net Income to Non-GAAP Adjusted EBITDA” and “Reconciliations of GAAP Net Income to Non-GAAP Adjusted Net Income” tables below. The change in methodology for Non-GAAP financial measures has no impact on the Company’s outlook for 2022 and any subsequent periods.

 

 


 

Forward-Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “guidance,” “will likely result,” “are expected to,” “will continue,” “should,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, REPAY’s 2022 outlook and other financial guidance, expected demand on REPAY’s product offering, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities, and REPAY’s business strategy and the plans and objectives of management for future operations. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control.

 

In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2021, and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending; the impacts of the ongoing COVID-19 coronavirus pandemic and the actions taken to control or mitigate its spread; a delay or failure to integrate and/or 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, including the regulatory environment applicable to REPAY’s clients; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls.

 

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

 


 

About REPAY

 

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

 

Contacts

Investor Relations Contact for REPAY:

repayIR@icrinc.com

 

Media Relations Contact for REPAY:

Kristen Hoyman

(404) 637-1665

khoyman@repay.com


 


 

Consolidated Statement of Operations

 

($ in thousands)

 

Three Months ended December 31, 2021

(Unaudited)

 

Three Months ended December 31, 2020

(Unaudited)

 

Year ended December 31, 2021

 

Year ended December 31, 2020

Revenue

 

$62,200

 

$41,438

 

$219,258

 

$155,036

Operating expenses

 

 

 

 

 

 

 

 

Costs of services

 

$15,000

 

11,457

 

$55,484

 

41,447

Selling, general and administrative

 

33,421

 

21,537

 

120,053

 

87,302

Depreciation and amortization

 

26,312

 

16,776

 

89,692

 

60,807

Change in fair value of contingent consideration

 

5,947

 

500

 

5,846

 

(2,510)

Impairment loss

 

2,180

 

 

2,180

 

Total operating expenses

 

$82,860

 

$50,270

 

$273,255

 

$187,046

Loss from operations

 

$(20,660)

 

$(8,832)

 

$(53,997)

 

$(32,010)

Interest expense

 

(916)

 

(3,598)

 

(3,679)

 

(14,445)

Loss on extinguishment of debt

 

 

 

(5,941)

 

Change in fair value of warrant liabilities

 

 

 

 

(70,827)

Change in fair value of tax receivable liability

 

(14,208)

 

(384)

 

(14,109)

 

(12,439)

Other income (expense)

 

15

 

(73)

 

97

 

(3)

Other loss

 

 

 

(9,099)

 

Total other expense

 

(15,109)

 

(4,055)

 

(32,731)

 

(97,714)

Loss before income tax benefit

 

(35,769)

 

(12,887)

 

(86,728)

 

(129,724)

Income tax benefit

 

18,371

 

3,963

 

30,691

 

12,358

Net loss

 

$(17,398)

 

$(8,924)

 

$(56,037)

 

$(117,366)

Net loss attributable to non-controlling interests

 

(1,642)

 

284

 

(5,952)

 

(11,770)

Net loss attributable to the Company

 

$(15,756)

 

$(9,208)

 

$(50,085)

 

$(105,596)

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

 

88,431,186

 

71,166,120

 

83,318,189

 

52,180,911

Loss per Class A share - basic and diluted

 

($0.18)

 

($0.13)

 

($0.60)

 

($2.02)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 


 

Consolidated Balance Sheets

($ in thousands)

 

December 31, 2021

 

December 31, 2020

Assets

 

 

 

 

Cash and cash equivalents

 

$50,049

 

$91,130

Accounts receivable

 

33,236

 

21,311

Prepaid expenses and other

 

12,427

 

6,925

Total current assets

 

95,712

 

119,366

 

 

 

 

 

Property, plant and equipment, net

 

3,801

 

1,628

Restricted cash

 

26,291

 

15,375

Intangible assets, net

 

577,694

 

369,227

Goodwill

 

824,082

 

458,970

Operating lease right-of-use assets, net

 

10,500

 

10,075

Deferred tax assets

 

145,260

 

135,337

Other assets

 

2,500

 

Total noncurrent assets

 

1,590,128

 

990,612

Total assets

 

$1,685,840

 

$1,109,978

 

 

 

 

 

Liabilities

 

 

 

 

Accounts payable

 

$20,083

 

11,880

Related party payable

 

17,394

 

15,812

Accrued expenses

 

26,819

 

19,216

Current maturities of long-term debt

 

 

6,761

Current operating lease liabilities

 

1,990

 

1,527

Current tax receivable agreement

 

24,496

 

10,240

Other current liabilities

 

1,566

 

-

Total current liabilities

 

92,348

 

65,436

 

 

 

 

 

Long-term debt, net of current maturities

 

448,485

 

249,953

Noncurrent operating lease liabilities

 

9,091

 

8,837

Tax receivable agreement, net of current portion

 

221,333

 

218,988

Other liabilities

 

1,547

 

10,583

Total noncurrent liabilities

 

680,456

 

488,361

Total liabilities

 

$772,804

 

$553,797

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized, and 88,502,621 and 71,244,682 issued and outstanding as of December 31, 2021 and 2020, respectively

 

9

 

7

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

 

 

Additional paid-in capital

 

1,100,012

 

691,675

Accumulated other comprehensive loss

 

(2)

 

(6,437)

Accumulated deficit

 

(226,016)

 

(175,932)

Total Repay stockholders' equity

 

874,003

 

509,313

Non-controlling interests

 

39,033

 

46,868

Total equity

 

$913,036

 

$556,181

Total liabilities and equity

 

$1,685,840

 

$1,109,978

 

 


 


 

Key Operating and Non-GAAP Financial Data

Unless otherwise stated, all results compare fourth quarter and year ended 2021 results to fourth quarter and year ended 2020 results from continuing operations for the periods ended December 31, respectively.

The following tables and related notes reconcile these non-GAAP measures to GAAP information for the three-month and years ended December 31, 2021 and 2020:

 

 

 

Three months ended December 31,

 

 

 

Year ended December 31,

 

 

(in $ thousands)

 

2021

 

2020

 

% Change

 

2021

 

2020

 

% Change

Card payment volume

 

$5,643,146

 

$3,954,934

 

43%

 

$20,463,810

 

$15,194,939

 

35%

Gross profit1

 

47,200

 

29,981

 

57%

 

163,774

 

113,589

 

44%

Adjusted EBITDA2

 

27,846

 

17,604

 

58%

 

93,200

 

59,551

 

57%

 

(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 charges deemed to not be part of normal operating expenses, non-cash charges and/or 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, 2021 and 2020

(Unaudited)

 

 

 

 

 

 

($ in thousands)

 

Three Months Ended December 31, 2021

 

Three Months Ended December 31, 2020 (k)

Revenue

 

$62,200

 

$41,438

Operating expenses

 

 

 

 

Costs of services

 

$15,000

 

$11,457

Selling, general and administrative

 

33,421

 

21,537

Depreciation and amortization

 

26,312

 

16,776

Change in fair value of contingent consideration

 

5,947

 

500

Impairment loss

 

2,180

 

Total operating expenses

 

$82,860

 

$50,270

Loss from operations

 

$(20,660)

 

$(8,832)

Other (expense) income

 

 

 

 

Interest expense

 

(916)

 

(3,598)

Change in fair value of tax receivable liability

 

(14,208)

 

(384)

Other income (expense)

 

15

 

(73)

Total other expense

 

(15,109)

 

(4,055)

Loss before income tax benefit

 

(35,769)

 

(12,887)

Income tax benefit

 

18,371

 

3,963

Net loss

 

$(17,398)

 

$(8,924)

 

 

 

 

 

Add:

 

 

 

 

Interest expense

 

916

 

3,598

Depreciation and amortization (a)

 

26,312

 

16,776

Income tax benefit

 

(18,371)

 

(3,963)

EBITDA

 

$(8,541)

 

$7,487

 

 

 

 

 

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

 

5,947

 

500

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

 

14,208

 

384

Share-based compensation expense (d)

 

6,082

 

4,679

Transaction expenses (e)

 

5,507

 

3,147

Employee recruiting costs (f)

 

182

 

92

Other taxes (g)

 

352

 

29

Restructuring and other strategic initiative costs (h)

 

1,643

 

524

Other non-recurring charges (i)

 

2,466

 

762

Adjusted EBITDA, revised definition

 

$27,846

 

$17,604

 

 

 

 

 

Revised definition no longer adjusts for:

 

 

 

 

Commission restructuring charges (j)

 

 

1,394

Adjusted EBITDA, previous definition

 

$27,846

 

$18,998

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Reconciliations of GAAP Net Income to Non-GAAP Adjusted EBITDA

For the Years Ended December 31, 2021 and 2020

(Unaudited)

 

($ in thousands)

 

Year Ended December 31, 2021

 

Year Ended December 31, 2020 (k)

Revenue

 

$219,258

 

$155,036

Operating expenses

 

 

 

 

Costs of services

 

55,484

 

41,447

Selling, general and administrative

 

120,053

 

87,302

Depreciation and amortization

 

89,692

 

60,807

Change in fair value of contingent consideration

 

5,846

 

(2,510)

Impairment loss

 

2,180

 

Total operating expenses

 

$273,255

 

$187,046

Loss from operations

 

$(53,997)

 

$(32,010)

Other (expense) income

 

 

 

 

Interest expense

 

(3,679)

 

(14,445)

Loss on extinguishment of debt

 

(5,941)

 

Change in fair value of warrant liabilities

 

 

(70,827)

Change in fair value of tax receivable liability

 

(14,109)

 

(12,439)

Other income (expense)

 

97

 

(3)

Other loss

 

(9,099)

 

Total other expense

 

(32,731)

 

(97,714)

Loss before income tax benefit

 

(86,728)

 

(129,724)

Income tax benefit

 

30,691

 

12,358

Net loss

 

$(56,037)

 

$(117,366)

 

 

 

 

 

Add:

 

 

 

 

Interest expense

 

3,679

 

14,445

Depreciation and amortization (a)

 

89,692

 

60,807

Income tax benefit

 

(30,691)

 

(12,358)

EBITDA

 

$6,643

 

$(54,472)

 

 

 

 

 

Loss on extinguishment of debt (l)

 

5,941

 

Loss on termination of interest rate hedge (m)

 

9,080

 

Non-cash change in fair value of warrant liabilities (n)

 

 

70,827

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

 

5,846

 

(2,510)

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

 

14,109

 

12,439

Share-based compensation expense (d)

 

22,311

 

19,446

Transaction expenses (e)

 

19,250

 

10,924

Employee recruiting costs (f)

 

612

 

214

Other taxes (g)

 

977

 

426

Restructuring and other strategic initiative costs (h)

 

4,578

 

1,103

Other non-recurring charges (i)

 

3,853

 

1,154

Adjusted EBITDA, revised definition

 

$93,200

 

$59,551

 

 

 

 

 

Revised definition no longer adjusts for:

 

 

 

 

Commission restructuring charges (j)

 

2,527

 

8,614

Adjusted EBITDA, previous definition

 

$95,727

 

$68,165

 

 

 

 

 

 

 

 


 


 

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

For the Three Months Ended December 31, 2021 and 2020

(Unaudited)

 

 

 

 

($ in thousands)

 

Three Months Ended December 31, 2021

 

Three Months Ended December 31, 2020 (k)

Revenue

 

$62,200

 

$41,438

Operating expenses

 

 

 

 

Costs of services

 

$15,000

 

$11,457

Selling, general and administrative

 

33,421

 

21,537

Depreciation and amortization

 

26,312

 

16,776

Change in fair value of contingent consideration

 

5,947

 

500

Impairment loss

 

2,180

 

Total operating expenses

 

$82,860

 

$50,270

Loss from operations

 

$(20,660)

 

$(8,832)

Other (expense) income

 

 

 

 

Interest expense

 

(916)

 

(3,598)

Change in fair value of tax receivable liability

 

(14,208)

 

(384)

Other income (expense)

 

15

 

(73)

Total other expense

 

(15,109)

 

(4,055)

Loss before income tax benefit

 

(35,769)

 

(12,887)

Income tax benefit

 

18,371

 

3,963

Net loss

 

$(17,398)

 

$(8,924)

 

 

 

 

 

Add:

 

 

 

 

Amortization of acquisition-related intangibles (o)

 

23,174

 

14,188

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

 

5,947

 

500

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

 

14,208

 

384

Share-based compensation expense (d)

 

6,082

 

4,679

Transaction expenses (e)

 

5,507

 

3,147

Employee recruiting costs (f)

 

182

 

92

Restructuring and other strategic initiative costs (h)

 

1,643

 

524

Other non-recurring charges (i)

 

2,466

 

762

Non-cash interest expense (p)

 

676

 

Pro forma taxes at effective rate (q)

 

(15,535)

 

(3,655)

Adjusted Net Income, revised definition

 

$26,952

 

$11,697

 

 

 

 

 

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

 

96,357,762

 

79,524,966

Adjusted Net Income per share, revised definition

 

$0.28

 

$0.15

 

 

 

 

 

Revised definition no longer adjusts for:

 

 

 

 

Commission restructuring charges (j)

 

 

1,394

Change in tax effect of adjustment (s)

 

 

(229)

Adjusted Net Income, previous definition

 

$26,952

 

$12,862

Adjusted Net Income per share, previous definition

 

$0.28

 

$0.16

 

 

 

 

 

 

 

 

 

 


 


 

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

For the Years Ended December 31, 2021 and 2020

(Unaudited)

 

($ in thousands)

 

Year Ended December 31, 2021

 

Year Ended December 31, 2020 (k)

Revenue

 

$219,258

 

$155,036

Operating expenses

 

 

 

 

Costs of services

 

55,484

 

41,447

Selling, general and administrative

 

120,053

 

87,302

Depreciation and amortization

 

89,692

 

60,807

Change in fair value of contingent consideration

 

5,846

 

(2,510)

Impairment loss

 

2,180

 

Total operating expenses

 

$273,255

 

$187,046

Loss from operations

 

$(53,997)

 

$(32,010)

Other (expense) income

 

 

 

 

Interest expense

 

(3,679)

 

(14,445)

Loss on extinguishment of debt

 

(5,941)

 

Change in fair value of warrant liabilities

 

 

(70,827)

Change in fair value of tax receivable liability

 

(14,109)

 

(12,439)

Other income (expense)

 

97

 

(3)

Other loss

 

(9,099)

 

Total other expense

 

(32,731)

 

(97,714)

Loss before income tax benefit

 

(86,728)

 

(129,724)

Income tax benefit

 

30,691

 

12,358

Net loss

 

$(56,037)

 

$(117,366)

 

 

 

 

 

Add:

 

 

 

 

Amortization of acquisition-related intangibles (o)

 

79,932

 

52,126

Loss on extinguishment of debt (l)

 

5,941

 

Loss on extinguishment of interest rate hedge (m)

 

9,080

 

Non-cash change in fair value of warrant liabilities (n)

 

 

70,827

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

 

5,846

 

(2,510)

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

 

14,109

 

12,439

Share-based compensation expense (d)

 

22,311

 

19,446

Transaction expenses (e)

 

19,250

 

10,924

Employee recruiting costs (f)

 

612

 

214

Restructuring and other strategic initiative costs (h)

 

4,578

 

1,103

Other non-recurring charges(i)

 

3,853

 

1,154

Non-cash interest expense (p)

 

2,536

 

Pro forma taxes at effective rate (q)

 

(38,998)

 

(11,813)

Adjusted Net Income, revised definition

 

$73,013

 

$36,544

 

 

 

 

 

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

 

91,264,512

 

73,373,106

Adjusted Net Income per share, revised definition

 

$0.80

 

$0.50

 

 

 

 

 

Revised definition no longer adjusts for:

 

 

 

 

Commission restructuring charges (j)

 

2,527

 

8,614

Change in tax effect of adjustment (s)

 

(571)

 

(1,413)

Adjusted Net Income, previous definition

 

$74,969

 

$43,745

Adjusted Net Income per share, previous definition

 

$0.82

 

$0.60

 


 

 

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

 

 

Predecessor

 

 

Successor

($ in thousands)

 

Three Months Ended March 31, 2019

 

Three Months Ended June 30, 2019

 

July 1, 2019 through July 10, 2019

 

 

July 10, 2019 through September 30, 2019

 

Three Months Ended September 30, 2019 (Combined)

 

Three Months Ended December 31, 2019

 

Three Months Ended March 31, 2020

 

Three Months Ended June 30, 2020

 

Three Months Ended September 30, 2020

 

Three Months Ended December 31, 2020

 

Three Months Ended March 31, 2021

 

Three Months Ended June 30, 2021

 

Three Months Ended September 30, 2021

 

Three Months Ended December 31, 2021

Net income (loss)

 

$4,864

 

$4,156

 

$(32,763)

 

 

$(15,882)

 

$(48,645)

 

$(30,939)

 

$(13,182)

 

$(83,200)

 

$(12,060)

 

$(8,924)

 

$(17,981)

 

$(13,351)

 

$(7,308)

 

$(17,398)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

1,449

 

1,470

 

227

 

 

2,686

 

2,913

 

3,236

 

3,518

 

3,704

 

3,624

 

3,598

 

1,183

 

817

 

764

 

916

Depreciation and amortization (a)

 

2,914

 

2,975

 

333

 

 

10,703

 

11,036

 

4,895

 

13,904

 

14,706

 

15,421

 

16,776

 

17,793

 

19,679

 

25,907

 

26,312

Income tax benefit

 

 

 

 

 

(2,719)

 

(2,719)

 

(2,272)

 

(1,116)

 

(3,897)

 

(3,383)

 

(3,963)

 

(5,942)

 

(4,117)

 

(2,261)

 

(18,371)

EBITDA

 

$9,227

 

$8,601

 

$(32,203)

 

 

$(5,212)

 

$(37,415)

 

$(25,080)

 

$3,124

 

$(68,687)

 

$3,602

 

$7,487

 

$(4,947)

 

$3,028

 

$17,102

 

$(8,541)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on extinguishment of debt (l)

 

 

 

 

 

 

 

 

1,316

 

64

 

 

 

 

 

5,941

 

 

 

Loss on termination of interest rate hedge (m)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,080

 

 

 

Non-cash change in fair value of warrant liabilities (n)

 

 

 

 

 

 

 

 

 

15,258

 

6,898

 

66,670

 

(2,740)

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

740

 

(3,750)

 

500

 

2,649

 

(1,200)

 

(1,550)

 

5,947

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

 

 

 

 

 

 

 

 

451

 

1,188

 

542

 

10,038

 

1,475

 

384

 

(1,043)

 

4,355

 

(3,411)

 

14,208

Share-based compensation expense (d)

 

127

 

124

 

 

 

 

 

 

10,409

 

12,262

 

3,523

 

5,475

 

5,768

 

4,679

 

5,151

 

5,505

 

5,573

 

6,082

Transaction expenses (e)

 

1,686

 

810

 

 

 

 

 

 

35,017

 

2,613

 

2,869

 

1,575

 

3,332

 

3,147

 

2,340

 

6,978

 

4,425

 

5,507

Management Fees(t)

 

100

 

100

 

 

 

 

 

 

11

 

 

 

 

 

 

 

 

 

Employee recruiting costs (f)

 

15

 

0

 

 

 

 

 

 

18

 

18

 

0

 

56

 

67

 

92

 

136

 

38

 

256

 

182

Other taxes (g)

 

59

 

168

 

 

 

 

 

 

32

 

(33)

 

186

 

39

 

171

 

29

 

139

 

420

 

66

 

352

Restructuring and other strategic initiative costs (h)

 

124

 

93

 

 

 

 

 

 

80

 

56

 

78

 

112

 

389

 

524

 

628

 

945

 

1,362

 

1,643

Other non-recurring charges (i)

 

 

 

 

 

 

 

 

114

 

101

 

130

 

202

 

60

 

762

 

386

 

334

 

667

 

2,466

Adjusted EBITDA, revised definition

 

$11,338

 

$9,896

 

 

 

 

 

 

$10,033

 

$6,447

 

$17,350

 

$16,221

 

$8,374

 

$17,604

 

$20,460

 

$20,403

 

$24,490

 

$27,846

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revised definition no longer adjusts for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commission restructuring charges (j)

 

 

550

 

 

 

 

 

 

1,877

 

130

 

 

 

7,221

 

1,394

 

 

 

2,527

 

Adjusted EBITDA, previous definition

 

$11,338

 

$10,446

 

 

 

 

 

 

$11,910

 

$6,577

 

$17,350

 

$16,221

 

$15,595

 

$18,998

 

$20,460

 

$20,403

 

$27,017

 

$27,846

(Unaudited)

 

 


 

 

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

(Unaudited)

 

 

 

Predecessor

 

 

Successor

($ in thousands)

 

Three Months Ended March 31, 2019

 

Three Months Ended June 30, 2019

 

July 1, 2019 through July 10, 2019

 

 

July 10, 2019 through September 30, 2019

 

Three Months Ended September 30, 2019 (Combined)

 

Three Months Ended December 31, 2019

 

Three Months Ended March 31, 2020

 

Three Months Ended June 30, 2020

 

Three Months Ended September 30, 2020

 

Three Months Ended December 31, 2020

 

Three Months Ended March 31, 2021

 

Three Months Ended June 30, 2021

 

Three Months Ended September 30, 2021

 

Three Months Ended December 31, 2021

Net income (loss)

 

$4,864

 

$4,156

 

$(32,763)

 

 

$(15,882)

 

$(48,645)

 

$(30,939)

 

$(13,182)

 

$(83,200)

 

$(12,060)

 

$(8,924)

 

$(17,981)

 

$(13,351)

 

$(7,308)

 

$(17,398)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of acquisition-related intangibles (o)

 

1,980

 

1,980

 

 

 

 

 

 

9,778

 

11,591

 

13,203

 

13,841

 

14,240

 

14,188

 

16,039

 

17,270

 

23,449

 

23,174

Loss on extinguishment of debt (l)

 

 

 

 

 

 

 

 

1,316

 

64

 

 

 

 

 

5,941

 

 

 

Loss on extinguishment of interest rate hedge (m)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,080

 

 

 

Non-cash change in fair value of warrant liabilities (n)

 

 

 

 

 

 

 

 

 

15,258

 

6,898

 

66,670

 

(2,740)

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

740

 

(3,750)

 

500

 

2,649

 

(1,200)

 

(1,550)

 

5,947

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

 

 

 

 

 

 

 

 

451

 

1,188

 

542

 

10,038

 

1,475

 

384

 

(1,043)

 

4,355

 

(3,411)

 

14,208

Share-based compensation expense (d)

 

127

 

124

 

 

 

 

 

 

10,409

 

12,262

 

3,523

 

5,475

 

5,768

 

4,679

 

5,151

 

5,505

 

5,573

 

6,082

Transaction expenses (e)

 

1,686

 

810

 

 

 

 

 

 

35,017

 

2,613

 

2,869

 

1,575

 

3,332

 

3,147

 

2,340

 

6,978

 

4,425

 

5,507

Management Fees(t)

 

100

 

100

 

 

 

 

 

 

11

 

 

 

 

 

 

 

 

 

Employee recruiting costs (f)

 

15

 

 

 

 

 

 

 

18

 

18

 

 

56

 

67

 

92

 

136

 

38

 

256

 

182

Restructuring and other strategic initiative costs (h)

 

124

 

93

 

 

 

 

 

 

80

 

56

 

78

 

112

 

389

 

524

 

628

 

945

 

1,362

 

1,643

Other non-recurring charges (i)

 

 

 

 

 

 

 

 

114

 

101

 

130

 

202

 

60

 

762

 

386

 

334

 

667

 

2,466

Non-cash interest expense (p)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

536

 

662

 

662

 

676

Pro forma taxes at effective rate (q)

 

 

 

 

 

 

 

 

(770)

 

(832)

 

(1,697)

 

(4,427)

 

(2,034)

 

(3,655)

 

(8,722)

 

(7,693)

 

(7,048)

 

(15,535)

Adjusted Net Income, revised definition

 

$8,896

 

$7,262

 

 

 

 

 

 

$7,779

 

$11,381

 

$12,364

 

$11,082

 

$4,747

 

$11,697

 

$15,140

 

$13,843

 

$17,077

 

$26,952

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

57,531,359

 

62,840,068

 

67,130,452

 

69,623,608

 

78,885,221

 

79,524,966

 

84,578,585

 

87,734,237

 

92,581,752

 

96,357,762

Adjusted Net Income per share, revised definition

 

 

 

 

 

 

 

 

 

 

$0.14

 

$0.18

 

$0.18

 

$0.16

 

$0.06

 

$0.15

 

$0.18

 

$0.16

 

$0.18

 

$0.28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revised definition no longer adjusts for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commission restructuring charges (j)

 

 

550

 

 

 

 

 

 

1,877

 

130

 

 

 

7,221

 

1,394

 

 

 

2,527

 

Change in tax effect of adjustment (s)

 

 

 

 

 

 

 

 

(82)

 

(6)

 

 

 

(1,184)

 

(229)

 

 

 

(571)

 

Adjusted Net Income, previous definition

 

$8,896

 

$7,812

 

 

 

 

 

 

$9,574

 

$11,505

 

$12,364

 

$11,082

 

$10,784

 

$12,862

 

$15,140

 

$13,843

 

$19,033

 

$26,952

Adjusted Net Income per share, previous definition

 

 

 

 

 

 

 

 

 

 

$0.17

 

$0.18

 

$0.18

 

$0.16

 

$0.14

 

$0.16

 

$0.18

 

$0.16

 

$0.21

 

$0.28

 

 


 

 

 

(a)

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

 

(b)

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

 

(c)

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

 

(d)

Represents compensation expense associated with equity compensation plans, totaling $6,081,869 and $22,311,251 in the three months and year ended December 31, 2021, respectively, and totaling $4,679,451 and $19,445,800 in the three months and year ended December 31, 2020, respectively.

 

(e)

Primarily consists of (i) during the three months and year ended December 31, 2021, professional service fees and other costs incurred in connection with the acquisitions of Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix, as well as professional service expenses related to the January 2021 equity and convertible notes offerings, and (ii) during the three months and year 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 with Thunder Bridge Acquisition Ltd. in 2019 (the “Business Combination”) and the acquisitions of TriSource Solutions, APS Payments, Ventanex and cPayPlus, as well as professional service expenses related to the June 2020 and September 2020 equity offerings.

 

(f)

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

 

(g)

Reflects franchise taxes and other non-income based taxes.

 

(h)

Reflects consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course during the three months and years ended December 31, 2021 and 2020.

 

(i)

For the three months and years ended December 31, 2021 and 2020, reflects extraordinary refunds to clients and other payments related to COVID-19. Additionally, for the three months ended December, 31, 2021, reflects trade names impairment, for the year ended December 31, 2021, reflects non-cash rent expense and loss on disposal of fixed assets, and for the year ended December 31, 2020, reflects expenses incurred related to one-time accounting system and compensation plan implementation related to becoming a public company.

 

(j)

Represents fully discretionary charges incurred to restructure certain sales representatives’ commission arrangements, by making a one-time payment to the representative to buy out the right to receive future monthly commission payments associated with a portfolio of client contracts. The commission restructuring transactions are subject to negotiation and therefore do not follow a fixed structure, timetable or standard terms. Neither the Company nor the representatives are obligated to offer or accept such restructuring of commission arrangements. Beginning the quarter ended December 31, 2021, REPAY changed its method of calculating Adjusted EBITDA and Adjusted Net Income by removing the adjustment related to legacy commission restructuring charges.

 

(k)

Does not include adjustments of $8.1 million and $32.6 million for the three months and year ended December 31, 2020, respectively, which were presented as pro forma adjustments in previously filed reports, for incremental depreciation and amortization recorded due to fair-value adjustments for Hawk Parent under ASC 805 as a result of Business Combination.

 


 

(l)

Reflects write-offs of debt issuance costs relating to Hawk Parent’s term loans.

 

(m)

Reflects realized loss of REPAY’s interest rate hedging arrangement which terminated in conjunction with the repayment of Term Loans.

 

(n)

Reflects the mark-to-market fair value adjustments of the warrant liabilities.

 

(o)

For the three months and year ended December 31, 2021, reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and client relationships, non-compete agreement, and software intangibles acquired through Repay Holdings, LLC’s acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix. For the three months and year ended December 31, 2020 reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and client relationships, non-compete agreement, and software intangibles acquired through Repay Holdings, LLC’s acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus and CPS. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. See additional information below for an analysis of amortization expenses:

 

 

 

Three months ended December 31,

 

Year ended December 31,

($ in thousands)

 

2021

 

2020

 

2021

 

2020

Acquisition-related intangibles

 

$23,174

 

$14,188

 

$79,932

 

$52,126

Software

 

2,714

 

2,291

 

8,464

 

7,467

Reseller buyouts

 

 

15

 

 

58

Amortization

 

$25,888

 

$16,494

 

$88,396

 

$59,651

Depreciation

 

424

 

282

 

1,296

 

1,156

Total Depreciation and amortization (1)

 

$26,312

 

$16,776

 

$89,692

 

$60,807

 

 

 

 

 

 

 

 

 

 

1)

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

 

 

(p)

Represents non-cash deferred debt issuance costs.

 

(q)

Represents pro forma income tax adjustment effect associated with items adjusted above and the tax effect adjustment of removing legacy commission restructuring charges. Beginning the quarter ended December 31, 2021, REPAY changed its method of calculating Adjusted EBITDA and Adjusted Net Income by removing the adjustment related to legacy commission restructuring charges and their tax effects.

 

(r)

Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis) for the three months and years ended December 31, 2021 and 2020. These numbers do not include any shares issuable upon conversion

 


 

of the Company’s convertible senior notes due 2026. See additional information below for an analysis of REPAY’s shares of Class A common stock outstanding:

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

2021

 

2020

 

2021

 

2020

Weighted average shares of Class A common stock outstanding - basic

 

88,431,186

 

71,166,120

 

83,318,189

 

52,180,911

Add: Non-controlling interests

         Weighted average Post-Merger Repay Units exchangeable for Class A common stock

 

7,926,576

 

8,358,846

 

7,946,323

 

21,192,195

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

 

96,357,762

 

79,524,966

 

91,264,512

 

73,373,106

 

(s)

Represents tax effect adjustment of legacy commission restructuring charges. Beginning the quarter ended December 31, 2021, REPAY changed its method of calculating Adjusted EBITDA and Adjusted Net Income by removing the adjustment related to legacy commission restructuring charges and their tax effects.

 

(t)

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

 

 

 

 

 

 

Slide 0

March 2022 Q4 2021 Earnings Supplement Exhibit 99.2

Slide 1

Disclaimer Repay Holdings Corporation (“REPAY” or the “Company”) is required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”) Such filings, which you may obtain for free at the SEC’s website at http://www.sec.gov, discuss some of the important risk factors that may affect REPAY’s business, results of operations and financial condition. 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 2022 outlook and other financial guidance, expected demand on REPAY’s product offering, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities, and REPAY’s business strategy and the plans and objectives of management for future operations. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control. In addition to factors previously disclosed in REPAY’s reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2021, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending; the impacts of the ongoing COVID-19 coronavirus pandemic and the actions taken to control or mitigate its spread; a delay or failure to integrate and/or 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, including the regulatory environment applicable to REPAY’s clients; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this Presentation. Forecasts and estimates regarding our industry and end markets are based on sources REPAY believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Industry and Market Data The information contained herein also includes information provided by third parties, such as market research firms. Neither of REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information. Neither REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Neither REPAY nor its affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Non-GAAP Financial Measures This Presentation includes certain non-GAAP financial measures that REPAY’s management uses to evaluate its operating business, measure its performance and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash and/or non-recurring charges, such as loss on extinguishment of debt, loss on termination of interest rate hedge, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, non-cash change in fair value of warrant liabilities, share-based compensation charges, transaction expenses, employee recruiting costs, other taxes, restructuring and other strategic initiative costs and other non-recurring charges. Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash and/or non-recurring charges, such as loss on extinguishment of debt, loss on termination of interest rate hedge, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, non-cash change in fair value of warrant liabilities, share-based compensation expense, transaction expenses, employee recruiting costs, restructuring and strategic initiative costs and other non-recurring charges, non-cash interest expense, net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although management excludes amortization from acquisition-related intangibles from REPAY’s non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Organic gross profit growth is a non-GAAP financial measure that represents year-on-year gross profit growth that excludes incremental gross profit attributable to acquisitions made in the applicable prior period (or any subsequent period). REPAY believes that Adjusted EBITDA, Adjusted Net Income and organic gross profit growth 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 organic gross profit growth 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, organic gross profit growth, 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 organic gross profit growth alongside other financial performance measures, including net income and REPAY’s other financial results presented in accordance with GAAP. Beginning with the quarter ended December 31, 2021, REPAY changed its method of calculating Adjusted EBITDA and Adjusted Net Income by removing the adjustment related to legacy commission restructuring charges and their tax effects. Adjusted EBITDA and Adjusted Net Income for the quarter ended December 31, 2020 was also adjusted to conform to the current presentation, resulting in reductions in the Adjusted EBITDA and Adjusted Net Income from the previously reported amounts. The presentation for Adjusted EBITDA and Adjusted Net Income for all periods presented have been updated to reflect these changes and a reconciliation between the revised and previous definitions of Adjusted EBITDA and Adjusted Net Income have been provided within the “Adjusted EBITDA Reconciliation” and “Adjusted Net Income Reconciliation” slides contained herein. The change in methodology for Non-GAAP financial measures has no impact on the Company’s outlook for 2022 and any subsequent periods. 1

Slide 2

1 Financial Update & Outlook 2

Slide 3

3 We are well positioned for another successful year of growth in 2022 We will continue to take advantage of the many secular trends towards frictionless digital payments that have been, and will continue to be, a tailwind driving our business

Slide 4

Financial Highlights 4 CARD PAYMENT VOLUME $5.6Bn (+43%) TOTAL REVENUE GROSS PROFIT(1) ADJUSTED EBITDA REPAY’s Unique Model Translates Into a Highly Attractive Financial Profile (Represents YoY Growth) $62.2MM (+50%) $47.2MM (+57%) $27.8MM (+58%) Gross profit represents total revenue less other costs of services

Slide 5

Card Payment Volume Gross Profit(1) Adjusted EBITDA Financial Update – Q4 2021 ($MM) Gross profit represents total revenue less other costs of services 5 72% 76% % Margin 43% 45% % Margin

Slide 6

Strong Organic Gross Profit Growth Rebound(1) 6 The growth rates shown below provide evidence of a very resilient business model and strong rebound in organic growth from COVID impacts, which the Company expects will continue in future periods Organic gross profit growth is a non-GAAP financial measure that represents year-on-year gross profit growth that excludes incremental gross profit attributable to acquisitions made in the applicable prior period (or any subsequent period)

Slide 7

Strong Liquidity Position as of December 31, 2021 Based on LTM December 2021 PF adjusted EBITDA, pro forma for adjusted EBITDA contribution of BillingTree, Kontrol Payables and Payix 7 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 convertible notes and follow-on equity offerings Business continues to show high cash flow conversion Continued investments in organic and inorganic growth Committed to Prudently Managing Leverage Proceeds from concurrent convertible notes and follow-on equity offerings used to refinance existing term loan No interest payments, no principal due until maturity in 2026 (if not converted) $185 million revolver facility provides flexibility for further acquisitions Secured net leverage covenant is max of 2.5x (definitionally excludes convertible notes balance) Drew $20 million to fund Payix acquisition

Slide 8

FY 2022 Outlook Note: REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures such as forecasted 2022 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 8 REPAY expects the following financial results for full year 2022 CARD PAYMENT VOLUME TOTAL REVENUE GROSS PROFIT ADJUSTED EBITDA $27.0 – $28.0Bn $296 – $306MM $224 – $232MM $128 – $134MM

Slide 9

FY 2022 Gross Profit Outlook Bridge ($MM) Represents high end of FY 2022 gross profit guidance 9 REPAY’s 2022 Gross Profit Outlook Represents ~41% Total Growth & ~20% Organic Growth Organic Growth Growth from Recently Acquired Entities (1)

Slide 10

2 Strategy & Business Updates 10

Slide 11

Acquire New Clients in Existing Verticals With Our Q4 2021 Performance We See Multiple Levers to Continue to Drive Growth 11 Q4 2021 Gross Profit Growth 57% REPAY’s leading platform & attractive market opportunity position it to build on its record of robust growth & profitability Operational Efficiencies Expand Usage and Increase Adoption Strategic M&A Future Market Expansion Opportunities Majority of growth derived from further penetration of existing client base

Slide 12

ADDED NEW CUSTOMERS VIA DIRECT SALESFORCE ACROSS ALL VERTICALS 222 SOFTWARE PARTNER RELATIONSHIPS(1), INCLUDING: *Denotes new relationship added Q4 ’21 and beyond As of December 31, 2021; certain logos added post this date Third-party research and management estimates 12 Executing on Growth Plan BROADEN ADDRESSABLE MARKET AND SOLUTIONS Recently partnered with Veem to expand ability to deliver cross-border payment options Ended Q4 2021 with 200+ total credit union customers, which represents approximately 2.8 million collective members Expanded TAM to ~$5.3 trillion(2) through strategic M&A, including our acquisition of BillingTree, Kontrol Payables and Payix Continued to grow existing relationships and add new names to our Buy Now Pay Later pipeline Completed concurrent common stock and convertible notes offerings in Q1 2021, as well as amended our revolving credit facility – providing the Company with ample liquidity of $215 million to pursue deals Engaged ~30 software developers thus far through relationship with Protego to enhance and accelerate new product and research & development capabilities EXPANDING EXISTING BUSINESS B2B CROSS BORDER LOAN REPAYMENT / ARM B2B VIRTUAL CARD / AP AUTOMATION MORTGAGE SERVICING Further product expansion in loan repayments, through partnership with Finicity * * *

Slide 13

REPAY’s Growing B2B Payments Business 13 $1.2Tn total addressable market Integrations with leading ERP platforms, serving a highly diversified client base across a wide range of industry verticals Expanded into B2B vertical via APS acquisition Cross sell initiative happening within Sage and Acumatica ERPs to add AP solutions Combined AR and AP automation solution provides a compelling value proposition to clients $2.2Tn total addressable market Fully integrated AP automation platform with electronic payment capabilities including virtual cards and ACH Expanded into AP automation vertical via cPayPlus, CPS, and Kontrol acquisitions Entered the B2B healthcare space through Ventanex acquisition Third-party research and management estimates Volume includes merchant acquiring credit and debit card, virtual card, and enhanced ACH B2B Merchant Acquiring B2B AP Automation

Slide 14

14 Automated Reporting and Reconciliation Multiple Payment Options Including Virtual Card and Cross Border Vendor Management Customer Rebates Deep ERP Integrations Multiple Payment Methods Tracking and Reconciliation Highly Secure ACCOUNTS RECEIVABLE AUTOMATION ACCOUNTS PAYABLE AUTOMATION Powerful B2B Offering

Slide 15

3 Appendix 15

Slide 16

Q4 2021 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, change in fair value of warrant liabilities, and other income / expenses See “Adjusted EBITDA Reconciliation” on slide 17 for reconciliation of Adjusted EBITDA to its most comparable GAAP measure See “Adjusted Net Income Reconciliation” on slide 18 for reconciliation of Adjusted Net Income to its most comparable GAAP measure old 16

Slide 17

Adjusted EBITDA Reconciliation 17 For the three months ended December 31, 2021, reflects amortization of customer relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and customer relationships, non-compete agreement, and software intangibles acquired through Repay Holdings, LLC’s acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix. For the three months ended December 31, 2020 reflects amortization of customer relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and customer relationships, non-compete agreement, and software intangibles acquired through Repay Holdings, LLC’s acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus and CPS. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. Reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date. 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 $6,081,916 in the three months ended December 31, 2021 and $4,679,451 in the three months ended December 31, 2020. Primarily consists of (i) during the three months ended December 31, 2021, professional service fees and other costs incurred in connection with the acquisitions of Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix, as well as professional service expenses related to the January 2021 equity and convertible notes offerings, and (ii) during the three 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. Represents payments made to third-party recruiters in connection with a significant expansion of REPAY personnel, which REAPY expects will become more moderate in subsequent periods. Reflects franchise taxes and other non-income based taxes. Reflects consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course during the three months ended December 31, 2021 and 2020. For the three months ended December 31, 2021 and 2020, reflects extraordinary refunds to clients and other payments related to COVID-19. Represents fully discretionary charges incurred to restructure certain sales representatives’ commission arrangements, by making a one-time payment to the representative to buy out the right to receive future monthly commission payments associated with a portfolio of client contracts. The commission restructuring transactions are subject to negotiation and therefore do not follow a fixed structure, timetable or standard terms. Neither the Company nor the representatives are obligated to offer or accept such restructuring of commission arrangements. Beginning the quarter ended December 31, 2021, REPAY changed its method of calculating Adjusted EBITDA and Adjusted Net Income by removing the adjustment related to legacy commission restructuring charges. Does not include adjustments of $32.6 million for the three months ended December 31, 2020, which were presented as pro forma adjustments in previously filed reports, for incremental depreciation and amortization recorded due to fair-value adjustments for Hawk Parent under ASC 805 as a result of Business Combination.

Slide 18

Adjusted Net Income Reconciliation 18 For the three months ended December 31, 2021, reflects amortization of customer relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and customer relationships, non-compete agreement, and software intangibles acquired through Repay Holdings, LLC’s acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix. For the three months ended December 31, 2020 reflects amortization of customer relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and customer relationships, non-compete agreement, and software intangibles acquired through Repay Holdings, LLC’s acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus and CPS. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. Reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date. 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 $6,081,916 in the three months ended December 31, 2021 and totaling $4,679,451 in the three months ended December 31, 2020. Primarily consists of (i) during the three months ended December 31, 2021, professional service fees and other costs incurred in connection with the acquisitions of Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix, as well as professional service expenses related to the January 2021 equity and convertible notes offerings, and (ii) during the three 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. Represents payments made to third-party recruiters in connection with a significant expansion of Company personnel, which REAPY expects will become more moderate in subsequent periods. Reflects consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course during the three months ended December 31, 2021 and 2020. For the three months ended December 31, 2021 and 2020, reflects extraordinary refunds to clients and other payments related to COVID-19. Additionally, in the three months ended December 31, 2021, reflects non-cash rent expense and loss on disposal of fixed assets, and in the three months ended December 31, 2020, reflects expenses incurred related to one-time accounting system and compensation plan implementation related to becoming a public company. Represents non-cash deferred debt issuance costs. Represents pro forma income tax adjustment effect associated with items adjusted above and the tax effect adjustment of removing legacy commission restructuring charges. Beginning the quarter ended December 31, 2021, REPAY changed its method of calculating Adjusted EBITDA and Adjusted Net Income by removing the adjustment related to legacy commission restructuring charges and their tax effects. Represents fully discretionary charges incurred to restructure certain sales representatives’ commission arrangements, by making a one-time payment to the representative to buy out the right to receive future monthly commission payments associated with a portfolio of client contracts. The commission restructuring transactions are subject to negotiation and therefore do not follow a fixed structure, timetable or standard terms. Neither the Company nor the representatives are obligated to offer or accept such restructuring of commission arrangements. Beginning the quarter ended December 31, 2021, REPAY changed its method of calculating Adjusted EBITDA and Adjusted Net Income by removing the adjustment related to legacy commission restructuring charges. Represents tax effect adjustment of legacy commission restructuring charges. Beginning the quarter ended December 31, 2021, REPAY changed its method of calculating Adjusted EBITDA and Adjusted Net Income by removing the adjustment related to legacy commission restructuring charges and their tax effects. Does not include adjustments of $32.6 million for the three months ended December 31, 2020, which were presented as pro forma adjustments in previously filed reports, for incremental depreciation and amortization recorded due to fair-value adjustments for Hawk Parent under ASC 805 as a result of Business Combination.

Slide 19

Depreciation and Amortization Detail 19 Note: Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions (see corresponding adjustments in the reconciliation of net income to Adjusted Net Income on slide 18). 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.

Slide 20

Organic Gross Profit Reconciliation – Historical Organic gross profit growth is a non-GAAP financial measure that represents year-on-year gross profit growth that excludes incremental gross profit attributable to acquisitions made in the applicable prior period (or any subsequent period) 20

Slide 0

March 2022 Investor Presentation 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 (the “Business Combination”) under which Thunder Bridge acquired Hawk Parent, upon which Thunder Bridge changed its name to REPAY Holdings Corporation (“REPAY” or the “Company”). 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 any period ended December 31, 2019 reflects 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, 2021, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending; the impacts of the ongoing COVID-19 coronavirus pandemic and the actions taken to control or mitigate its spread; a delay or failure to integrate and/or 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, including the regulatory environment applicable to REPAY’s clients; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about us or the date of such information in the case of information from persons other than us, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding our industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Industry and Market Data The information contained herein also includes information provided by third parties, such as market research firms. Neither of REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information. Neither REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Neither REPAY nor its affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Non-GAAP Financial Measures This Presentation includes certain non-GAAP financial measures that REPAY’s management uses to evaluate its operating business, measure its performance and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed not to be part of normal operating expenses, non-cash and/or non-recurring charges, such as loss on extinguishment of debt, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, non-cash change in fair value of warrant liabilities; share-based compensation charges, transaction expenses, management fees, 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. Beginning with the quarter ended December 31, 2021, REPAY changed its method of calculating Adjusted EBITDA by removing the adjustment related to legacy commission restructuring charges and their tax effects. Adjusted EBITDA for the years ended December 31, 2020 and 2019 were also adjusted to conform to the current presentation, resulting in reductions in the Adjusted EBITDA from the previously reported amounts. The presentation for Adjusted EBITDA for all periods presented have been updated to reflect these changes and a reconciliation between the revised and previous definition of Adjusted EBITDA has been provided within the “Adjusted EBITDA Reconciliation – Historical” slide contained herein. The change in methodology for Non-GAAP financial measures has no impact on the Company’s outlook for 2022 and any subsequent periods. 1

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

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1 Introduction to REPAY 3

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REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses 4 REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs

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ENERGY AUTOMOTIVE LOANS B2B MERCHANT ACQUIRING PERSONAL LOANS CREDIT UNIONS HEALTHCARE MORTGAGE ARM B2B AP AUTOMATION 5 Your Industry. Our Expertise.

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Who We Are 6 A leading, highly-integrated omni-channel payment technology platform modernizing B2B payments, loan repayment verticals, and healthcare payments CAGR is from 2019A–2021A As of 12/31/2021 2021A Cash Flow Conversion calculated as Adjusted EBITDA – Capex / Adjusted EBITDA 2021 ANNUAL CARD PAYMENT VOLUME HISTORICAL GROSS PROFIT CAGR(1) SOFTWARE INTEGRATIONS(2) $20.5Bn 44% 222 76% CASH FLOW CONVERSION(3)

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Driving Shareholder Value 1) Third-party research and management estimates as of 12/31/2021 7 Secular trends away from cash and check toward digital payments Transaction growth in key verticals Further penetrate existing clients ~$5.3Tn TAM(1) Creates long runway for growth Deep presence in key verticals creates significant defensibility Highly attractive financial model =

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Our Strong Execution and Momentum TOTAL ADDRESSABLE MARKET ~$535Bn ~$5.3Tn(2) # OF ISV INTEGRATIONS 53 222(4) CLIENT COUNT ~4,000 ~18,400+(3) Delivering Superior Results (FY 2021) MOST RECENT FISCAL YEAR END (1) AT INITIAL BUSINESS COMBINATION (IBC) CARD PAYMENT VOLUME GROSS PROFIT ADJ. EBITDA +35% +44% +57% 8 As of 12/31/2021 Third-party research and management estimates Management estimate, includes TriSource, APS, Ventanex, cPayPlus , CPS Payments, BillingTree, Kontrol Payables and Payix Includes integrations from APS, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix (Represents YoY Growth)

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2 REPAY Investment Highlights 9

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1 Business Strengths and Strategies 10 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 Multiple avenues for long-term growth Highly strategic and diverse client base 2 3 4 5 6 Key software integrations enabling unique distribution model

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1 We are Capitalizing on Large, Underserved Market Opportunities 11 REPAY’s existing verticals represent ~$5.3Tn(1) of projected annual total payment volume END MARKET OPPORTUNITIES Healthcare $30Bn $185Bn $70Bn $420Bn $500Bn $70Bn $600Bn $1.2Tn $2.2Tn Energy Credit Unions ARM Mortgage Personal Loans Automotive Loans B2B Merchant Acquiring B2B AP Automation Future New Verticals Canada Buy Now. Pay Later. Growth Opportunities $20.5Bn REPAY’s 2021 Annual Card Payment Volume 1) Third-party research and management estimates as of 12/31/2021

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1 Key end markets have been underserved by payment technology and service providers Credit cards are not permitted in loan repayment which has resulted in overall low card penetration CLIENTS SERVING REPAY’S MARKETS ARE FACING INCREASING DEMAND FROM CUSTOMERS They want electronic and omnichannel payment solutions LOAN REPAYMENT, B2B, AND HEALTHCARE MARKETS Lagged behind other industry verticals in moving to electronic payments CONSUMER PAYMENTS BUSINESS PAYMENTS B2B payments have traditionally been made via check or ACH (including AP and AR) Shift towards high deductible health plans resulting in growing proportion of consumer payments 12

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Card and Debit Payments Underpenetrated in Our Verticals 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 Third-party research and management estimates 13 Across REPAY’s Verticals(2) Card Payment Penetration Across Industries(1) 1

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REPAY Has Built a Leading Next-Gen Software Platform 14 Proprietary, integrated payment technology platform reduces complexity for a unified commerce experience Pay Anywhere, Any Way, Any Time Businesses and Consumers Clients 2

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REPAY Has Built a Leading Next-Gen Software Platform 15 Clients Value Proposition to REPAY’s Clients Accelerated payment cycle (ability to lend more / faster) through card processing Faster access to funds to help businesses with working capital 24 / 7 payment acceptance through “always open” omni-channel offering Direct software integrations into loan, dealer, and business management systems reduces operational complexity for client Improved regulatory compliance through fewer ACH returns 2 Pay Anywhere, Any Way, Any Time

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REPAY Has Built a Leading Next-Gen Software Platform 16 Businesses and Consumers Value Proposition to REPAY’s Clients’ End Customers Self-service capabilities through ability to pay anywhere, any way and any time, 24 / 7 Option to make real-time payments through use of card transactions Immediate feedback that payment has been processed 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 2 Pay Anywhere, Any Way, Any Time

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Key Software Integrations Accelerate Distribution 17 REPAY leverages a vertically tiered sales strategy supplemented by software integrations to drive new client acquisitions NUMBER OF SOFTWARE INTEGRATION PARTNERS Sales Strategy / Distribution Model 3 55% CAGR Software Integrations

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Attractive and Diverse Client Base Across Key Verticals 18 REPAY’s platform provides significant value to >18,400(1) clients offering solutions across a variety of industry verticals offering solutions across a variety of industry verticals Healthcare Other ARM B2B Loan Repayment ~20% of card payment volume(2) One-stop shop B2B payments solutions provider, offering AP automation and B2B merchant acquiring solutions Integrations with 80+ leading ERP platforms, serving a highly diversified client base across a wide range of industry verticals Percentage of Card Payment Volume(2) B2B Deep domain expertise in compliance, underwriting and risk management Omni-channel payment options integrated into 100% of solution providers ARM Emerging software and payments platform in large and growing $420Bn(3) healthcare payments market Comprehensive, streamlined payments acceptance and communications solutions HEALTHCARE Expanding presence in nascent markets with increasing card penetration (i.e., energy) Best-in-class processing technology solutions for ISOs, acquirers and owned clients OTHER LOAN REPAYMENT 4 Management estimate, including TriSource, APS, Ventanex, cPayPlus, CPS Payments , BillingTree, Kontrol Payables and Payix as of 12/31/2021 As of 12/31/2021 Represents out-of-pocket payments to providers Market leader in personal loans, automotive loans and mortgage servicing Blue chip ISV partnerships and 4,600+(2) clients, including 200+(2) credit unions Recent expansions into adjacent Buy-Now-Pay-Later vertical as well as Canada

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Demonstrated Ability to Acquire and Successfully Integrate Businesses 19 Represents a significant opportunity to enhance organic growth in existing verticals and accelerate entry into new markets and services Extend Solution Set via New Capabilities New Vertical Expansion Deepen Presence in Existing Verticals Back-end transaction processing capabilities, which enhance M&A strategy Value-add complex exception processing capabilities Expansion into the Healthcare, Automotive, Receivables Management, B2B Acquiring, B2B Healthcare, Mortgage Servicing, B2B AP Automation, BNPL verticals Accelerates expansion into Automotive, Credit Union and Receivables Management verticals THEME Demonstrated ability to source, acquire and integrate various targets across different verticals Dedicated team to manage robust M&A pipeline ACQUISITIONS RATIONALE 5 2019 2016 2017 * * 2020 * 2020 * 2021 2021 * * 2021 * 2021 * 2021 * *Completed since becoming a public company

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*Majority of growth derived from further penetration of existing client base 20 Multiple Levers to Continue to Drive Growth EXPAND USAGE AND INCREASE ADOPTION* ACQUIRE NEW CLIENTS IN EXISTING VERTICALS OPERATIONAL EFFICIENCIES FUTURE MARKET EXPANSION OPPORTUNITIES STRATEGIC M&A REPAY’s leading platform & attractive market opportunity position it to build on its record of robust growth & profitability EXECUTE ON EXISTING BUSINESS BROADEN ADDRESSABLE MARKET AND SOLUTIONS 5

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Richard Thornburgh Senior Advisor, Corsair Bob Hartheimer Former Managing Director, Promontory Experienced Board with Deep Payments Expertise 21 John Morris CEO & Co-Founder Shaler Alias President & Co-Founder William Jacobs Former SVP, Mastercard / Board Member, Global Payments and Green Dot Peter Kight Chairman, Founder of CheckFree / Former Vice Chairman, Fiserv Paul Garcia Former Chairman and CEO, Global Payments Maryann Goebel Former CIO, Fiserv 9-member board of directors comprised of industry veterans and influential leaders in the financial services and payment industries Emnet Rios CFO and COO, Digital Asset 6

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3 REPAY Financial Overview 22

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Financial Highlights 23 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 As of 12/31/2021 2021A Cash Flow Conversion calculated as Adjusted EBITDA – Capex / Adjusted EBITDA CAGR is from 2019A-2021A

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Total Card Payment Volume ($Bn) Total Revenue ($MM) 24 Significant Volume and Revenue Growth REPAY has generated strong, consistent volume growth, resulting in ~$20.5Bn in annual card processing volume in 2021 REPAY’s revenue growth has been strong, resulting in 45% CAGR from 2019 to 2021 42% 42% 44% 27% YoY Growth 48% 35% YoY Growth 38% CAGR 45% CAGR

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Gross Profit ($MM)(1) Adjusted EBITDA ($MM)(2) 25 ...Translating into Accelerating Profitability Gross margins are improving due to a decrease in processing costs Highly scalable platform with attractive margins 75% 75% 73% 44% % Margin 41% CAGR 38% 43% % Margin 44% CAGR Gross profit represents total revenue less other costs of services See “Adjusted EBITDA Reconciliation” on slide 26

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Adjusted EBITDA Reconciliation – Historical 26 Note: Financials have been updated to match the Company’s restated financials in its Form 10-K for the year ended December 31, 2020. For the year ended December 31, 2021, reflects amortization of customer relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and customer relationships, non-compete agreement, and software intangibles acquired through Repay Holdings, LLC’s acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree and Kontrol Payables. For the year ended December 31, 2020 reflects amortization of customer relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and customer relationships, non-compete agreement, and software intangibles acquired through Repay Holdings, LLC’s acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus and CPS. 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, 2019, reflects amortization of client 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. Reflects write-offs of debt issuance costs relating to Hawk Parent’s term loans. Reflects realized loss of REPAY’s interest rate hedging arrangement which terminated in conjunction with the repayment of Term Loans. Reflects the mark-to-market fair value adjustments of the warrant liabilities. 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 $22,311,251 in the year ended December 31, 2021, and totaling $19,445,800 in the year ended December 31, 2020, and totaling $22,922,265 in the year ended December 31, 2019. Primarily consists of (i) during the year ended December 31, 2021, professional service fees and other costs incurred in connection with the acquisitions of Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix, as well as professional service expenses related to the January 2021 equity and convertible notes offerings, and (ii) during the year 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, as well as professional service expenses related to the June 2020 and September 2020 equity offerings, and (iiI) during the year 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 third-party recruiters in connection with a significant expansion of REPAY’s 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 processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course during the years ended December 31, 2021, 2020 and 2019. For the years ended December 31, 2021 and 2020, reflects extraordinary refunds to clients and other payments related to COVID-19. Additionally, in the year ended December 31, 2021, reflects non-cash rent expense and loss on disposal of fixed assets, and in the year ended December 31, 2020, reflects expenses incurred related to one-time accounting system and compensation plan implementation related to becoming a public company. For the year 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. Represents fully discretionary charges incurred to restructure certain sales representatives’ commission arrangements, by making a one-time payment to the representative to buy out the right to receive future monthly commission payments associated with a portfolio of client contracts. The commission restructuring transactions are subject to negotiation and therefore do not follow a fixed structure, timetable or standard terms. Neither the Company nor the representatives are obligated to offer or accept such restructuring of commission arrangements. Beginning the quarter ended December 31, 2021, REPAY changed its method of calculating Adjusted EBITDA and Adjusted Net Income by removing the adjustment related to legacy commission restructuring charges. Does not include adjustments of $32.6 million for the year ended December 31, 2020, which were presented as pro forma adjustments in previously filed reports, for incremental depreciation and amortization recorded due to fair-value adjustments for Hawk Parent under ASC 805 as a result of Business Combination.

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Thank you