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United States securities and exchange commission logo
September 15, 2021
Timothy Murphy
Chief Financial Officer
Repay Holdings Corporation
3 West Paces Ferry Road, Suite 200
Atlanta, GA 30305
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
Item 2.02 Form 8-K
Dated August 9, 2021
File No. 001-38531
Dear Mr. Murphy:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
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
1. You appear to have
incurred legacy commission related charges in all periods presented.
Please tell us how you
determined these payments for commission structure changes are
not normal, recurring,
cash operating expenses. Refer to Question 100.01 of the
Division's Non-GAAP
Financial Measures Compliance and Disclosure Interpretations.
2. Please tell us why it
is not necessary to provide an adjustment for the income tax effects
of the non-GAAP
adjustments for the Successor Period from July 11, 2019 through
December 31, 2019. We
refer you to Question 102.11 of the Division's Non-
Timothy Murphy
Repay Holdings Corporation
September 15, 2021
Page 2
GAAP Financial Measures Compliance and Disclosure Interpretations.
3. Please tell us how you determined the shares of Class A common stock
outstanding on an
as-converted basis for all periods presented.
Repay Holdings Corporation Consolidated Financial Statements
Consolidated Statements of Cash Flows, page 52
4. Please explain why the conversion of Thunder Bridge Class A ordinary
shares into Class
A common stock has been reflected as a cash flow from financing
activities in your
consolidated statement of cash flows for the successor period from
July 11, 2019 to
December 31, 2019. It appears this transaction represents a non-cash
financing activity
pursuant to the guidance in ASC 250-10-50-3 and 4 which should not be
reflected in your
statement of cash flows but separately disclosed in your supplemental
disclosures of non-
cash investing and financing activities. Please advise or revise as
appropriate.
Item 2.02 Form 8-K Dated August 9, 2021
Exhibit 99.1
5. You present a gross profit measure that represents total revenue
less other costs of
services under the key operating and non-GAAP financial data
section. Please tell us
whether this gross profit measure is your GAAP gross profit and
why you do not
allocate depreciation and amortization to costs of services. If this
measure is a non-GAAP
financial measure, please:
Revise the title used so it is distinguished from a GAAP
financial measure;
Indicate that it is a non-GAAP financial measure; and
Provide the disclosure required by Item 10(e) of Regulation
S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Suying Li at (202) 551-3335 or Linda Cvrkel at (202)
551-3813 with
any questions.
FirstName LastNameTimothy Murphy Sincerely,
Comapany NameRepay Holdings Corporation
Division of
Corporation Finance
September 15, 2021 Page 2 Office of Trade &
Services
FirstName LastName