| Troutman Pepper Hamilton Sanders LLP 600 Peachtree Street NE, Suite 3000 Atlanta, GA 30308-2216
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December 2, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
Attn: Suying Li and Linda Cvrkel
| Re: | Repay Holdings Corporation Form 10-K for the Fiscal Year Ended December 31, 2020 Filed March 1, 2021 Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2020 Filed May 10, 2021 Response dated November 30, 2021 File No. 001-38531 |
Ladies and Gentlemen:
On behalf of Repay Holdings Corporation (the “Company” or “Repay”), we are submitting our response to the comment received from the staff (the “Staff”) of the Securities and Exchange Commission’s (the “Commission”) Division of Corporation Finance (the “Division”) by letter dated November 30, 2021, with respect to the Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on March 1, 2021 (the “Form 10-K”) and the Amendment No. 2 to Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on May 10, 2021 (the “Amendment No. 2”), File No. 001-38531.
For your convenience, our responses are prefaced by the exact text of the Staff’s comments in bold, italicized text.
Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2020
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 31
| U.S. Securities and Exchange Commission December 2, 2021 Page 2 |
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1. We considered your response to comment 1. However, we do not believe it is appropriate to view your commission restructuring charges by analogy to restructuring expenses since you expect the related merchant contracts and revenue, which generated the commissions, to continue. We continue to believe the one-time upfront cash payments to buy out future monthly commission operating expenses to be paid over the course of a merchant contract to represent normal, recurring, cash operating expenses necessary to operate your business. Please revise your filings to remove this adjustment from the computation of your non-GAAP measures.
The Company acknowledges the Staff’s comment and will revise its applicable future filings to remove this adjustment from the computation of non-GAAP measures.
The Staff is requested to direct any further questions regarding these filings and this letter to the undersigned at (404) 885-3139. Thank you.
| Respectfully Submitted, |
| /s/ David W. Ghegan |
| David W. Ghegan |
| cc: | Tyler B. Dempsey, General Counsel |
Repay Holdings Corporation
Timothy Murphy, Chief Financial Officer
Repay Holdings Corporation
Scott Taub
Financial Reporting Advisors, LLC