Financial Performance - The company processed approximately $25.7 billion in total card payment volume in 2023, with top 10 clients contributing about 18% of total gross profit[25]. - The Consumer Payments segment represented approximately 87% of total revenue for the year ended December 31, 2023, while the Business Payments segment accounted for approximately 13%[29][30]. - The chargeback rate for the year ended December 31, 2023, was under 1% of the payment volume[47]. - Revenue is sensitive to shifts in payment methods, with higher fees associated with card-based payments compared to ACH payments[122]. - The company faces potential liability for chargebacks associated with fraudulent transactions, which could adversely affect financial performance[134]. Business Strategy and Growth - The company aims to increase penetration in existing verticals by providing innovative payment solutions and support to both existing and new clients[31]. - The company plans to expand into new verticals where it currently has limited operations, leveraging its comprehensive core technology platform[32]. - A significant part of the company's growth strategy involves acquisitions of vertically-focused integrated payment and software solutions providers[158]. - The company has successfully acquired eleven businesses from January 1, 2016, through December 31, 2023, while focusing primarily on organic growth[35]. - The company has completed eleven acquisitions from January 1, 2016, to December 31, 2023, to access new markets and expand its product offerings[59]. Technology and Innovation - The company intends to strengthen its solution portfolio through continued innovation and investment in technology capabilities, including its proprietary RCS platform[33]. - The company emphasizes operational efficiencies to process larger payment volumes without significant increases in personnel and operating expenses[34]. - The company has developed a proprietary Compliance Management System to enhance risk management and ensure adherence to regulations[42]. - The electronic payments market is rapidly evolving, and failure to keep pace with technological changes could result in reduced revenue[115]. - The company relies on a combination of intellectual property laws to protect its proprietary technology, which is critical for success in strategic verticals[153]. Compliance and Regulatory Environment - The Dodd-Frank Act has resulted in significant changes to the regulation of the financial services industry, impacting debit interchange transaction fees and merchant routing restrictions[72]. - The company is subject to extensive governmental regulations regarding consumer information, which could impact its ability to provide products and services effectively[181]. - Compliance with payment network rules is critical; failure to do so could result in fines or suspension of processing capabilities[123]. - The regulatory environment for the electronic payments industry is evolving, and compliance with new laws and regulations could increase operational costs and affect competitiveness[166]. - The company has developed compliance programs to address legal and regulatory requirements related to anti-money laundering and counter-terrorism[78]. Competition and Market Position - The company competes with various payment processing companies, including traditional merchant acquirers and technology firms, focusing on economics, product offerings, service, and reliability[55]. - The payment processing industry is highly competitive, impacting the fees received and overall margins[105]. - The company faces significant competition from larger firms with greater financial and technological resources, which may limit pricing power and profit margins[106]. - The company depends on software integration partners for client acquisition, and these partners may also work with competitors[130]. Employee and Organizational Culture - As of December 31, 2023, the company employed approximately 512 full-time employees across the U.S.[92]. - In 2023, 83% of employees indicated that the company is a great place to work, contributing to its certification as a Great Place to Work® for seven consecutive years[94][95]. - The company emphasizes employee development and retention, with initiatives for career progression and performance-based recognition[96][97]. - The company offers a comprehensive benefits package, including 100% coverage of employee healthcare premiums and a generous 401(k) employer match[100]. Financial Obligations and Risks - The company's ability to service its debt obligations depends on future performance, which is subject to various external factors[187]. - The company may incur future debt obligations that could impose additional restrictive covenants, affecting its financial and operational flexibility[189]. - The conditional conversion feature of the 2026 Notes could adversely affect the company's liquidity if triggered[193]. - The company is dependent on distributions from its subsidiaries to meet financial obligations, which could be limited by various factors[195]. - Economic conditions, including inflation and recession concerns, create challenges in accurately forecasting future business activities[149]. Cybersecurity and Risk Management - The company emphasizes robust cybersecurity programs to mitigate risks and safeguard sensitive data, guided by regulatory requirements[220]. - Cybersecurity breaches could lead to significant financial losses and damage to the company's reputation, increasing operational costs[110]. - The company has a dedicated team for continuous monitoring and security incident response, ensuring compliance with industry security standards[48]. - The company has established systems to detect and reduce business fraud, but effectiveness may vary, and incidents of fraud could increase[136]. Corporate Governance and Shareholder Matters - The board of directors will determine the use of excess cash accumulated from distributions, which may include acquiring additional units or funding stock repurchases[198]. - The board of directors has the authority to issue preferred stock without stockholder approval, which could dilute ownership for hostile acquirers[216]. - Delaware law and the company's governing documents contain provisions that could delay or discourage takeover attempts, potentially affecting the trading price of Class A common stock[214]. - Stockholder actions require a meeting, which may delay proposals or director removals[216].

Financial Performance - Gross profit growth of 2% in Q4 2023 and 6% for the full year 2023[1] - Normalized organic gross profit growth of 13% in Q4 2023 and for the full year 2023[1] - Total revenue increased by 5% year-over-year to $76.0 million in Q4 2023[2] - Revenue for the year ended December 31, 2023, was $296.627 million, an increase of 6.1% from $279.227 million in 2022[25] - Revenue for Q4 2023 was $75,987,000, an increase of 5% compared to $72,673,000 in Q4 2022[30] - For the full year 2023, revenue increased to $296,627,000 from $279,227,000 in 2022, representing a growth of 6.1%[31] - Organic revenue growth for Q4 2023 was 10%, after adjusting for growth from acquisitions and dispositions[36] - Normalized organic revenue growth for Q4 2023 was 14%, indicating strong underlying performance[36] Profitability and Loss - Net loss for Q4 2023 was $77.7 million, impacted by a $75.7 million goodwill impairment loss[3] - Net loss attributable to the Company for the year ended December 31, 2023, was $110.490 million, compared to a net income of $12.836 million in 2022[25] - The company reported a net loss of $117,420,000 for the year ended December 31, 2023, compared to a net income of $8,741,000 in 2022[33] - The Company experienced a loss from operations of $111.413 million for the year ended December 31, 2023, compared to a loss of $47.201 million in 2022[25] - Adjusted EBITDA for Q4 2023 was $33,489,000, compared to $35,882,000 in Q4 2022, reflecting a decrease of 6.7%[30] - Free cash flow for Q4 2023 was $21,787,000, an increase from $13,895,000 in Q4 2022, with a free cash flow conversion rate of 65%[35] - Adjusted Net Income for the year 2023 was $84,942,000, compared to $79,786,000 in 2022, reflecting a year-over-year increase of 6.8%[33] Expenses and Liabilities - Total operating expenses for the year ended December 31, 2023, were $408.040 million, up from $326.428 million in 2022, reflecting a 24.9% increase[25] - Total operating expenses for Q4 2023 were $154,401,000, up from $90,967,000 in Q4 2022, resulting in a loss from operations of $78,414,000[30] - The Company’s total liabilities decreased slightly to $689.045 million as of December 31, 2023, from $698.507 million in 2022[27] Cash Flow and Assets - Cash and cash equivalents as of December 31, 2023, were $118.096 million, compared to $64.895 million as of December 31, 2022, representing an increase of 82.0%[27] - The Company reported a net cash provided by operating activities of $103.614 million for the year ended December 31, 2023, compared to $74.223 million in 2022, an increase of 39.7%[29] - Total assets decreased to $1.519 billion as of December 31, 2023, from $1.627 billion in 2022, a decline of 6.6%[27] Segment Performance - Consumer Payments segment achieved organic gross profit growth of approximately 13% year-over-year[6] - Business Payments segment experienced normalized organic gross profit growth of approximately 25% year-over-year[6] - The company experienced a non-cash goodwill impairment loss in the Business Payments segment for Q4 2023[38] Future Outlook - The company expects 2024 revenue to be between $314 million and $320 million[15] - Free Cash Flow Conversion is expected to improve to approximately 60% in 2024[15] - The company plans to continue focusing on operational improvements and restructuring activities related to acquired businesses[38] Shareholder Information - The weighted-average shares of Class A common stock outstanding were 90,048,638 for the year ended December 31, 2023, compared to 88,792,453 in 2022[25] - Weighted average shares of Class A common stock outstanding increased to 91,206,870 for Q4 2023, compared to 88,519,236 in Q4 2022[40]

Financial Data and Key Metrics Changes - In Q3 2023, the company reported revenue of $74.3 million, representing a take rate of approximately 116 basis points, with card payment volume reaching $6.4 billion [5][82] - Normalized organic gross profit grew by 12% year-over-year, amounting to $56.7 million, after excluding contributions from Blue Cow and political media [6][82] - Adjusted net income for Q3 was $19.9 million, or $0.21 per share [7] - The company had approximately $118 million in cash and $185 million in undrawn revolver capacity, totaling $303 million in liquidity, with total outstanding debt of $440 million [8][84] Business Line Data and Key Metrics Changes - The Business Payments segment saw a gross profit increase of 13%, driven by strong sales momentum in healthcare, property management, auto, and municipality verticals [1][82] - The Consumer Payments segment reported a 14% organic gross profit growth, supported by ongoing secular tailwinds and large client implementations [69][82] - The company added 9 new credit unions, bringing the total to 266, with the credit union market representing over $185 billion in annual total payment volume [71] Market Data and Key Metrics Changes - The company is now integrated with 257 software partners, with 96 in the Business Payments segment and 161 in the Consumer Payments segment [66][2] - The Instant Funding product experienced a significant growth in transaction volume, up approximately 50% year-over-year [76] Company Strategy and Development Direction - The company is focused on enhancing its technology and payment solutions, aiming to streamline the payment experience for clients and their customers [65][68] - There is a strong emphasis on partnerships with software providers to expand service offerings and improve client integration [4][66] - The company is exploring M&A opportunities while maintaining a strong balance sheet and cash generation for organic growth [4] Management Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's momentum heading into Q4, expecting adjusted free cash flow conversion to accelerate into 2024 [10] - The company anticipates a potential slowdown in the macroeconomic environment, particularly in the auto market, which may impact future performance [93] - Management noted that the competitive landscape remains stable, with expectations for growth in the political media segment due to the upcoming presidential cycle [113] Other Important Information - The company has implemented various automation processes to enhance productivity across its operations, particularly in charge-backs, compliance, and risk monitoring [68] - The company reaffirmed its gross profit outlook for 2023, expecting normalized organic gross profit growth of 9% to 14% [85] Q&A Session Summary Question: Insights on free cash flow conversion - Management indicated that capital expenditures (CapEx) are expected to decrease to 12% to 14% of revenue next year, which will enhance free cash flow conversion [13] Question: Performance in the consumer business - Management reported strong year-to-date performance with normalized 13% organic growth, driven by enterprise wins and digital transformation trends [15] Question: Fourth quarter normalized organic gross profit outlook - Management acknowledged the challenges of lapping strong results from the previous year but remains optimistic about trends observed in October [93] Question: Trends in payment cost acceptance from enterprise suppliers - Management noted no significant pushback on virtual card acceptance and highlighted the growth of their supplier network to over 233,000 [102] Question: Take rate expectations moving forward - Management suggested that while take rates may decrease slightly with more enterprise wins, gross profit dollars are expected to increase, leading to faster growth [24] Question: Competitive landscape in the domestic healthcare space - Management reported positive momentum in healthcare wins and noted that implementation delays were specific to client size and technical capabilities [34] Question: Impact of the upcoming political cycle on growth - Management expects a 25% growth in gross profit for the political media segment due to the larger presidential cycle compared to the previous non-presidential cycle [113]

Financial Performance - Total revenue for Q3 2023 was $74,320,000, representing a 3.5% increase from $71,555,000 in Q3 2022[10] - Net loss attributable to the Company for Q3 2023 was $6,168,000, compared to a net income of $5,845,000 in Q3 2022[10] - For the nine months ended September 30, 2023, the net loss was $39.746 million compared to a net income of $16.906 million for the same period in 2022[19] - Total revenue for the three months ended September 30, 2023, was $74.3 million, an increase from $71.6 million in the same period of 2022[102] - Total revenue for the nine months ended September 30, 2023, was $220.6 million, a 6.4% increase from $206.6 million in 2022[161] - The Company reported a net loss of $39.746 million for the nine months ended September 30, 2023, compared to a net income of $16.906 million in the same period of 2022[157] Expenses and Costs - Operating expenses for Q3 2023 totaled $79,439,000, up from $76,988,000 in Q3 2022, reflecting a 3.0% increase[10] - Total operating expenses for the nine months ended September 30, 2023 were $253.589 million, an increase from $235.461 million in the prior year[157] - Costs of services for Q3 2023 were $17.6 million, up 6.0% from $16.6 million in Q3 2022, attributed to new client growth[122] - Selling, general and administrative expenses decreased by 2.1% to $35.3 million in Q3 2023 from $36.0 million in Q3 2022[123] - The company incurred depreciation and amortization expenses of $79.146 million for the nine months ended September 30, 2023, down from $82.442 million in 2022[19] Cash and Liquidity - Cash and cash equivalents increased to $117,730,000 as of September 30, 2023, from $64,895,000 at the end of 2022, marking an 81.5% increase[8] - Cash flows from operating activities provided $68.751 million, an increase from $52.392 million in the prior year[19] - Total cash, cash equivalents, and restricted cash at the end of the period was $141.390 million, up from $86.726 million at the end of September 2022[19] - The company had $117.7 million in cash and cash equivalents as of September 30, 2023, with an available borrowing capacity of $185.0 million under the Amended Credit Agreement[173] Debt and Liabilities - Total liabilities decreased to $680,421,000 as of September 30, 2023, from $698,507,000 at the end of 2022, a reduction of 2.6%[8] - The Company’s long-term debt stood at $433,454,000 as of September 30, 2023, slightly down from $451,319,000 at the end of 2022, a decrease of 4.0%[8] - The Company had $0 drawn against the revolving credit facility as of September 30, 2023, with an undrawn capacity of $185 million[67] - The carrying value of the 2026 Notes was $433.5 million as of September 30, 2023, compared to $451.3 million at the end of 2022[54] Equity and Stock Performance - Total stockholders' equity as of September 30, 2023, was $902,346,000, down from $928,293,000 at the end of 2022, a decrease of 2.8%[8] - The Company recognized a loss of $10 million associated with the sale of Blue Cow Software, LLC, which had cash proceeds of $41.9 million[22] - The Company has a share repurchase program approved for up to $50 million of its outstanding Class A common stock[175] Segment Performance - The Consumer Payments segment accounted for approximately 87% of total revenue for both the three and nine months ended September 30, 2023, generating $68.7 million and $204.6 million respectively[99][102] - Business Payments segment revenue decreased by 15.2% to $9.7 million in Q3 2023 from $11.4 million in Q3 2022, impacted by declines in media payments[140] - Revenue for the Consumer Payments segment increased by 9.1% to $68.7 million in Q3 2023 from $63.0 million in Q3 2022[138] Tax and Regulatory Matters - The effective tax rate for the three months ended September 30, 2023, was 24%, compared to an effective tax rate of (9.7%) for the same period in 2022[87] - The Company recognized an income tax benefit of $2.0 million for the three months ended September 30, 2023[87] - The company has concluded that all deferred tax assets associated with the ceiling rule limitation are not likely to be realized, resulting in a 100% valuation allowance[92] Future Outlook - The Company plans to continue focusing on market expansion and new product development to drive future growth[10] - The company anticipates that cash flow from operations and available borrowing capacity will be sufficient to fund operations and capital expenditures for the next twelve months[173] - The company continues to monitor macroeconomic conditions, including inflation and rising interest rates, which may impact payment volumes and overall financial performance[111]

Repay Holdings Corporation (NASDAQ:RPAY) Q2 2023 Earnings Conference Call August 9, 2023 5:00 PM ET Company Participants Stewart Grisante - Head, IR John Morris - CEO, Co-Founder & Director Timothy Murphy - CFO Conference Call Participants Ramsey El-Assal - Barclays Peter Heckmann - D.A. Davidson Andrew Schmidt - Citigroup Inc. Andrew Jeffrey - Truist Securities Timothy Chiodo - Credit Suisse Operator Good afternoon. I'd like to welcome everybody to REPAY's Second Quarter 2023 Earnings Conference Call. Th ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Repay Holdings Corporation (Exact name of Registrant as specified in its Charter) (Mark One) Delaware 98-1496050 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3 West Paces Ferry Road, Suite 200 Atlanta, GA 30305 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (404) 504-7472 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR ...

Repay Holdings Corporation (NASDAQ:RPAY) Q1 2023 Earnings Conference Call May 10, 2023 5:00 PM ET Company Participants Stewart Grisante - Head, IR John Morris - CEO, Co-Founder & Director Timothy Murphy - CFO Conference Call Participants Ramsey El-Assal - Barclays Bank Peter Heckmann - D.A. Davidson & Co. Andrew Schmidt - Citigroup Timothy Chiodo - Crédit Suisse Andrew Jeffrey - Truist Securities Adib Choudhury - William Blair & Company James Faucette - Morgan Stanley Joseph Vafi - Canaccord Genuity Michael ...

PART I – FINANCIAL INFORMATION This section provides the unaudited condensed consolidated financial statements and related notes, highlighting a net loss in Q1 2023 despite revenue growth [Item 1. Condensed Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Q1 2023, including balance sheets, statements of operations, equity, and cash flows, with detailed notes Condensed Consolidated Balance Sheets | Metric | March 31, 2023 ($ in thousands) | December 31, 2022 ($ in thousands) | | :-------------------------- | :------------------------------ | :------------------------------- | | Total Assets | 1,581,438 | 1,626,800 | | Total Liabilities | 678,283 | 698,507 | | Total Equity | 903,155 | 928,293 | | Cash and cash equivalents | 91,739 | 64,895 | | Goodwill | 792,543 | 827,813 | Condensed Consolidated Statements of Operations | Metric | Three Months Ended March 31, 2023 ($ in thousands) | Three Months Ended March 31, 2022 ($ in thousands) | Change (YoY) | | :----------------------------------- | :------------------------------------------------- | :------------------------------------------------- | :----------- | | Revenue | 74,537 | 67,564 | +10.3% | | Loss from operations | (17,964) | (6,908) | -160.0% | | Net income (loss) | (27,932) | 12,886 | -316.8% | | Diluted EPS | (0.30) | 0.12 | -350.0% | | Loss on business disposition | 9,878 | — | N/A | | Change in fair value of tax receivable liability | (4,538) | 24,619 | -118.4% | Condensed Consolidated Statements of Changes in Equity | Metric | March 31, 2023 ($ in thousands) | December 31, 2022 ($ in thousands) | | :----------------------------------- | :------------------------------ | :------------------------------- | | Total Equity | 903,155 | 928,293 | | Net loss attributable to the Company | (26,392) | 13,653 (Q1 2022) | | Stock-based compensation | 4,053 | 3,094 (Q1 2022) | Condensed Consolidated Statements of Cash Flows | Metric | Three Months Ended March 31, 2023 ($ in thousands) | Three Months Ended March 31, 2022 ($ in thousands) | | :----------------------------------- | :------------------------------------------------- | :------------------------------------------------- | | Net cash provided by operating activities | 20,831 | 13,754 | | Net cash provided by (used in) investing activities | 26,694 | (7,566) | | Net cash used in financing activities | (22,259) | (1,698) | | Increase in cash, cash equivalents and restricted cash | 25,266 | 4,490 | - Net cash provided by investing activities significantly increased in Q1 2023 due to **$40,423 thousand** in proceeds from the sale of a business[15](index=15&type=chunk) - Net cash used in financing activities increased in Q1 2023, primarily due to **$20,000 thousand** in long-term debt payments and **$1,000 thousand** for contingent consideration liability[15](index=15&type=chunk) [Note 1. Organizational Structure and Corporate Information](index=9&type=section&id=Note%201.%20Organizational%20Structure%20and%20Corporate%20Information) - Repay Holdings Corporation was incorporated on July 11, 2019, following a business combination[17](index=17&type=chunk) - On February 15, 2023, the Company sold Blue Cow Software, LLC (BCS) for **$41.9 million** in cash proceeds, recognizing a **$9.9 million** loss[19](index=19&type=chunk) [Note 2. Basis of Presentation and Summary of Significant Accounting Policies](index=9&type=section&id=Note%202.%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) - Interim financial statements are unaudited and prepared in accordance with GAAP and SEC Regulation S-X[21](index=21&type=chunk) - Effective December 31, 2022, segment reporting was revised to two reportable segments: Consumer Payments and Business Payments[26](index=26&type=chunk) - Recently adopted accounting pronouncements (ASU 2020-04, ASU 2021-01, ASU 2022-06, and ASU 2021-08) did not materially impact the financial statements[28](index=28&type=chunk)[30](index=30&type=chunk) [Note 3. Revenue](index=10&type=section&id=Note%203.%20Revenue) Revenue by Relationship Type | Revenue Type | Three Months Ended March 31, 2023 ($ in thousands) | Three Months Ended March 31, 2022 ($ in thousands) | | :----------------- | :------------------------------------------------- | :------------------------------------------------- | | Direct relationships | 70,829 | 63,638 | | Indirect relationships | 3,708 | 3,926 | | Total Revenue | 74,537 | 67,564 | Revenue by Segment | Segment | Three Months Ended March 31, 2023 ($ in thousands) | Three Months Ended March 31, 2022 ($ in thousands) | | :---------------- | :------------------------------------------------- | :------------------------------------------------- | | Consumer Payments | 69,940 | 61,081 | | Business Payments | 8,675 | 8,892 | | Intersegment Eliminations | (4,078) | (2,409) | [Note 4. Earnings Per Share](index=11&type=section&id=Note%204.%20Earnings%20Per%20Share) - Basic and diluted net loss per common share were both **$0.30** for Q1 2023, as potential common stock equivalents were anti-dilutive[35](index=35&type=chunk)[36](index=36&type=chunk) Earnings Per Share Metrics | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income (loss) attributable to the Company ($ in thousands) | (26,392) | 13,653 | | Weighted average shares of Class A common stock outstanding - basic | 88,615,760 | 88,607,655 | | Weighted average shares of Class A common stock outstanding - diluted | 88,615,760 | 113,015,159 | - **28,011,911** common stock equivalent shares were excluded from diluted loss per share computation for Q1 2023 due to their anti-dilutive effect[37](index=37&type=chunk) [Note 5. Business Combinations and Dispositions](index=12&type=section&id=Note%205.%20Business%20Combinations%20and%20Dispositions) - The Company sold Blue Cow Software, LLC (BCS) on February 15, 2023, for **$41.9 million** in cash, recognizing a **$9.9 million** loss on the sale[38](index=38&type=chunk) - The BCS disposition resulted in a **$35.3 million** reduction in goodwill within the Consumer Payments segment[39](index=39&type=chunk) BCS Financial Contribution and Transaction Expenses | Metric | Three Months Ended March 31, 2023 ($ in millions) | Three Months Ended March 31, 2022 ($ in millions) | | :------------------- | :------------------------------------------------ | :------------------------------------------------ | | BCS Revenue Contribution | 1.2 | 2.0 | | Transaction Expenses | 3.4 | 2.8 | [Note 6. Fair Value](index=13&type=section&id=Note%206.%20Fair%20Value) Fair Value of Assets and Liabilities | Item | March 31, 2023 ($ in thousands) | December 31, 2022 ($ in thousands) | | :---------------------- | :------------------------------ | :------------------------------- | | Total assets (fair value) | 2,500 | 2,500 | | Total liabilities (fair value) | 514,444 | 524,407 | | Contingent consideration | — | 1,000 | | Tax receivable agreement | 183,696 | 179,127 | - The Tax Receivable Agreement (TRA) liability increased by **$4.5 million** in Q1 2023, primarily due to a decrease in the discount rate from **6.48% to 6.31%**[52](index=52&type=chunk)[54](index=54&type=chunk) - Contingent consideration balance decreased to **zero** as of March 31, 2023, following **$1,000 thousand** in payments during the period[47](index=47&type=chunk) [Note 7. Intangible Assets](index=15&type=section&id=Note%207.%20Intangible%20Assets) Intangible Assets Carrying Value and Amortization | Metric | March 31, 2023 ($ in thousands) | December 31, 2022 ($ in thousands) | | :---------------------- | :------------------------------ | :------------------------------- | | Net Carrying Value | 473,308 | 500,575 | | Amortization Expense (Q1) | 25,400 | 28,100 | Estimated Future Amortization Expense | Year Ending December 31, | Estimated Future Amortization Expense ($ in thousands) | | :----------------------- | :----------------------------------------------------- | | 2023 | 71,714 | | 2024 | 82,931 | | 2025 | 65,752 | | 2026 | 56,047 | | 2027 | 55,941 | | Thereafter | 120,623 | | Total | 11,041 | [Note 8. Goodwill](index=15&type=section&id=Note%208.%20Goodwill) Goodwill by Segment | Segment | December 31, 2022 ($ in thousands) | Dispositions ($ in thousands) | March 31, 2023 ($ in thousands) | | :---------------- | :--------------------------------- | :---------------------------- | :------------------------------ | | Consumer Payments | 609,139 | (35,270) | 573,869 | | Business Payments | 218,674 | — | 218,674 | | Total | 827,813 | (35,270) | 792,543 | - The Company recognized a **$35.3 million** reduction in goodwill related to the BCS disposition in the Consumer Payments segment[58](index=58&type=chunk) - Goodwill was not impaired for either the Consumer Payments or Business Payments segment as of March 31, 2023[59](index=59&type=chunk) [Note 9. Borrowings](index=16&type=section&id=Note%209.%20Borrowings) - The Amended Credit Agreement's revolving credit facility increased to **$185.0 million** on December 29, 2021, with the interest rate benchmark changing from LIBOR to SOFR on February 9, 2023[61](index=61&type=chunk)[62](index=62&type=chunk) - On February 28, 2023, the Company repaid **$20.0 million** of the revolving credit facility, resulting in **$185.0 million** of undrawn capacity[62](index=62&type=chunk) Debt Balances | Debt Type | March 31, 2023 ($ in thousands) | December 31, 2022 ($ in thousands) | | :---------------------- | :------------------------------ | :------------------------------- | | Revolving Credit Facility | — | 20,000 | | Convertible Senior Debt | 440,000 | 440,000 | | Total non-current borrowings | 432,031 | 451,319 | - The **$440.0 million** 0.00% Convertible Senior Notes due 2026 will mature on February 1, 2026[64](index=64&type=chunk)[66](index=66&type=chunk) [Note 10. Commitments and Contingencies](index=17&type=section&id=Note%2010.%20Commitments%20and%20Contingencies) - The Company does not expect any currently pending legal matters to materially affect its financial position, liquidity, results of operations, or cash flows[67](index=67&type=chunk) Lease Metrics | Lease Metric | March 31, 2023 ($ in thousands) | December 31, 2022 ($ in thousands) | | :-------------------------------- | :------------------------------ | :------------------------------- | | Operating lease ROU assets | 9,302 | 9,847 | | Total lease liabilities | 10,001 | 10,558 | | Weighted-average remaining lease term (years) | 3.7 | 4.7 | Total Undiscounted Lease Payments | Year | Total Undiscounted Lease Payments ($ in thousands) | | :--- | :------------------------------------------------- | | 2023 | 2,011 | | 2024 | 2,499 | | 2025 | 2,328 | | 2026 | 2,232 | | 2027 | 1,410 | | Thereafter | 561 | | Total | 11,041 | [Note 11. Related Party Transactions](index=18&type=section&id=Note%2011.%20Related%20Party%20Transactions) Related Party Payables | Related Party Payable | March 31, 2023 ($ in thousands) | December 31, 2022 ($ in thousands) | | :-------------------- | :------------------------------ | :------------------------------- | | CPS accrued earnout liability | — | 1,000 | | Other payables | 435 | — | - The Company paid a **$1.0 million** CPS earnout payment in March 2023[72](index=72&type=chunk) [Note 12. Share Based Compensation](index=18&type=section&id=Note%2012.%20Share%20Based%20Compensation) - The 2019 Omnibus Incentive Plan was amended in June 2022 to reserve a total of **13,826,728** shares of Class A common stock for issuance[73](index=73&type=chunk) Share-Based Compensation Expense | Metric | Three Months Ended March 31, 2023 ($ in millions) | Three Months Ended March 31, 2022 ($ in millions) | | :-------------------------- | :------------------------------------------------ | :------------------------------------------------ | | Share-based compensation expense | 4.1 | 3.1 | - Unrecognized compensation expense for unvested PSUs, RSAs, and RSUs totaled **$41.1 million** at March 31, 2023, expected to be recognized over **2.9 years**[76](index=76&type=chunk) - Unrecognized compensation expense for outstanding PSOs was **$2.9 million** at March 31, 2023, expected over **3.0 years**[77](index=77&type=chunk) [Note 13. Taxation](index=20&type=section&id=Note%2013.%20Taxation) Effective Tax Rate and Income Tax Expense | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Effective Tax Rate | (18%) | 23.0% | | Income Tax Expense ($ in millions) | 4.4 | 3.8 | - The Q1 2023 effective tax rate includes a **$2.1 million** net tax shortfall from restricted stock awards vesting and a **$5.8 million** net tax impact from the BCS disposition[80](index=80&type=chunk) - The Tax Receivable Agreement (TRA) liability was **$183.7 million** as of March 31, 2023, increasing by **$4.6 million** in Q1 2023 due to changes in the Early Termination Rate[89](index=89&type=chunk)[90](index=90&type=chunk) [Note 14. Segments](index=22&type=section&id=Note%2014.%20Segments) - The Company reports two reportable segments: Consumer Payments and Business Payments[91](index=91&type=chunk) Segment Revenue and Gross Profit | Segment | Revenue Q1 2023 ($ in thousands) | Revenue Q1 2022 ($ in thousands) | Gross Profit Q1 2023 ($ in thousands) | Gross Profit Q1 2022 ($ in thousands) | | :---------------- | :------------------------------- | :------------------------------- | :------------------------------------ | :------------------------------------ | | Consumer Payments | 69,940 | 61,081 | 54,625 | 47,491 | | Business Payments | 8,675 | 8,892 | 6,025 | 5,917 | | Total Gross Profit | 56,572 | 50,999 | N/A | N/A | - Consumer Payments segment represented approximately **88%** of total revenue in Q1 2023, with Business Payments representing approximately **12%**[92](index=92&type=chunk)[93](index=93&type=chunk) [Note 15. Subsequent events](index=23&type=section&id=Note%2015.%20Subsequent%20events) - Management evaluated subsequent events and identified no items requiring adjustment or disclosure in the financial statements[97](index=97&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of Q1 2023 financial performance, highlighting revenue growth, a net loss due to disposition and fair value adjustments, and an increase in Adjusted EBITDA [Overview](index=24&type=section&id=Overview) - Repay provides integrated payment processing solutions to industry-oriented vertical markets, leveraging its proprietary technology platform[101](index=101&type=chunk) - The Company processed approximately **$6.6 billion** in total card payment volume for Q1 2023, representing approximately **3%** year-over-year growth[102](index=102&type=chunk) - Financial results are reported across two segments: Consumer Payments and Business Payments[103](index=103&type=chunk) [Key Factors Affecting Our Business](index=25&type=section&id=Key%20Factors%20Affecting%20Our%20Business) - Key factors include transaction volume, client acquisition, successful integration of acquisitions, new payment technology solutions, and general economic conditions[114](index=114&type=chunk) [Key Components of Our Revenues and Expenses](index=25&type=section&id=Key%20Components%20of%20Our%20Revenues%20and%20Expenses) - Revenue is primarily derived from volume-based payment processing fees ('discount fees') and fixed per transaction fees[109](index=109&type=chunk) - Costs of services include commissions to software integration partners and third-party processing costs[110](index=110&type=chunk) - Selling, general and administrative expenses encompass salaries, share-based compensation, professional fees, and other operating costs[110](index=110&type=chunk) - Interest expense relates to indebtedness under the Amended Credit Agreement, and changes in fair value of tax receivable liability are recognized as other expense[112](index=112&type=chunk)[113](index=113&type=chunk) [Results of Operations (Unaudited)](index=26&type=section&id=Results%20of%20Operations%20(Unaudited)) Consolidated Results of Operations | Metric | Three Months Ended March 31, 2023 ($ in millions) | Three Months Ended March 31, 2022 ($ in millions) | Change (YoY) | | :----------------------------------- | :------------------------------------------------ | :------------------------------------------------ | :----------- | | Revenue | 74.5 | 67.6 | +10.3% | | Costs of Services | 18.0 | 16.6 | +8.5% | | Selling, General and Administrative | 38.5 | 32.2 | +19.6% | | Depreciation and Amortization | 26.1 | 28.6 | -8.6% | | Interest Expense | 1.2 | 1.0 | +17.4% | | Change in Fair Value of Tax Receivable Liability | (4.5) | 24.6 | -118.4% | | Net income (loss) | (27.9) | 12.9 | -316.8% | - The increase in Selling, General and Administrative expenses was primarily due to a **$2.8 million** increase in equity compensation expense[118](index=118&type=chunk) - The significant decrease in the change in fair value of tax receivable liability was due to lower fair value adjustments, primarily from changes to the discount rate[121](index=121&type=chunk) [Segments (Unaudited)](index=28&type=section&id=Segments%20(Unaudited)) Segment Revenue and Gross Profit | Segment | Revenue Q1 2023 ($ in thousands) | Revenue Q1 2022 ($ in thousands) | Gross Profit Q1 2023 ($ in thousands) | Gross Profit Q1 2022 ($ in thousands) | | :---------------- | :------------------------------- | :------------------------------- | :------------------------------------ | :------------------------------------ | | Consumer Payments | 69,940 | 61,081 | 54,625 | 47,491 | | Business Payments | 8,675 | 8,892 | 6,025 | 5,917 | | Total Gross Profit | 56,572 | 50,999 | N/A | N/A | - Consumer Payments revenue increased by **14.5%** year-over-year due to newly signed and existing clients[127](index=127&type=chunk) - Business Payments revenue decreased by **2.4%** year-over-year, primarily due to declines in media payments business and a large client reducing volumes after being acquired[129](index=129&type=chunk) [Non-GAAP Financial Measures](index=29&type=section&id=Non-GAAP%20Financial%20Measures) Adjusted EBITDA and Adjusted Net Income | Metric | Three Months Ended March 31, 2023 ($ in millions) | Three Months Ended March 31, 2022 ($ in millions) | Change (YoY) | | :-------------------------- | :------------------------------------------------ | :------------------------------------------------ | :----------- | | Adjusted EBITDA | 31.2 | 29.3 | +6.3% | | Adjusted Net Income | 19.2 | 18.6 | +3.5% | | Net income (loss) attributable to the Company | (26.4) | 13.7 | -293.3% | - Increases in Adjusted EBITDA and Adjusted Net Income were primarily due to organic business growth, partially offset by the disposition of BCS[146](index=146&type=chunk) - The decrease in GAAP net income (loss) attributable to the Company was primarily due to the BCS disposition and a loss in fair value adjustment of the tax receivable liability[147](index=147&type=chunk) [Seasonality](index=33&type=section&id=Seasonality) - The Company experiences seasonal fluctuations, with volumes and revenues typically increasing in the first quarter due to consumer tax refunds and repayment activity[148](index=148&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) - As of March 31, 2023, the Company had **$91.7 million** in cash and cash equivalents and **$185.0 million** in available borrowing capacity under the Amended Credit Agreement[149](index=149&type=chunk) - The Company expects its cash flow from operations, current cash, and available borrowing capacity to be sufficient to fund operations and debt obligations for the next five years[149](index=149&type=chunk) - A share repurchase program, approved on May 16, 2022, allows for repurchases of up to **$50 million** of Class A common stock[151](index=151&type=chunk) [Cash Flows](index=33&type=section&id=Cash%20Flows) Cash Flow Activities | Cash Flow Activity | Three Months Ended March 31, 2023 ($ in thousands) | Three Months Ended March 31, 2022 ($ in thousands) | | :-------------------------------- | :------------------------------------------------- | :------------------------------------------------- | | Net cash provided by operating activities | 20,831 | 13,754 | | Net cash provided by (used in) investing activities | 26,694 | (7,566) | | Net cash used in financing activities | (22,259) | (1,698) | - Net cash provided by investing activities significantly increased in Q1 2023 due to cash received from the disposition of BCS[154](index=154&type=chunk) - Net cash used in financing activities increased in Q1 2023 due to the repayment of the outstanding revolving credit facility balance and the CPS earnout payment[156](index=156&type=chunk) [Indebtedness](index=34&type=section&id=Indebtedness) - The Amended Credit Agreement provides for a **$185.0 million** revolving credit facility, with **$0** drawn as of March 31, 2023, following a **$20.0 million** repayment[159](index=159&type=chunk)[160](index=160&type=chunk) - The Company has **$432.0 million** in convertible senior debt outstanding (net of deferred issuance costs) under the 0.00% Convertible Senior Notes due 2026[162](index=162&type=chunk) - The Tax Receivable Agreement (TRA) liability represents **100%** of estimated future tax benefits, with substantial payment obligations expected to be funded by cash tax savings[163](index=163&type=chunk)[164](index=164&type=chunk) [Critical Accounting Policies and Recently Issued Accounting Pronouncements](index=35&type=section&id=Critical%20Accounting%20Policies%20and%20Recently%20Issued%20Accounting%20Pronouncements) - There have been no significant changes to critical accounting policies and estimates for the three months ended March 31, 2023[165](index=165&type=chunk) - Information on recent accounting pronouncements is provided in Note 2 to the Condensed Consolidated Financial Statements[166](index=166&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section outlines the company's exposure to market risks, including inflation, interest rate fluctuations on variable-rate debt, and foreign currency exchange rates [Effects of Inflation](index=35&type=section&id=Effects%20of%20Inflation) - The effects of inflation on the Company's results of operations and financial condition have not been significant to date, but future impacts cannot be assured[167](index=167&type=chunk) [Interest Rate Risk](index=35&type=section&id=Interest%20Rate%20Risk) - The Company is exposed to market risk from changes in interest rates on its floating-rate debt, such as the Amended Credit Agreement, which bears interest at variable rates (e.g., SOFR)[168](index=168&type=chunk) - Increases in interest rates may reduce net income by increasing the cost of debt[168](index=168&type=chunk) - As of March 31, 2023, the Company had **$432.0 million** in convertible senior debt outstanding, net of deferred issuance costs[168](index=168&type=chunk) [Foreign Currency Exchange Rate Risk](index=35&type=section&id=Foreign%20Currency%20Exchange%20Rate%20Risk) - Invoices for services are denominated in U.S. dollars and Canadian dollars, and the Company does not expect significant effects from foreign currency transaction risk[170](index=170&type=chunk) [Item 4. Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures as of March 31, 2023, with no material changes in internal control over financial reporting [Controls and Procedures (General)](index=36&type=section&id=Controls%20and%20Procedures%20(General)) - The Company maintains disclosure controls and procedures designed to ensure timely and accurate reporting of information required under the Securities Exchange Act of 1934[171](index=171&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=36&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of March 31, 2023[172](index=172&type=chunk) [Changes in Internal Control over Financial Reporting](index=36&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There were no material changes in the Company's internal control over financial reporting during the quarter ended March 31, 2023[173](index=173&type=chunk) PART II – OTHER INFORMATION This section covers other information including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The Company is involved in various legal actions incidental to its business, with no anticipated material adverse effect on its financial position or operations - The Company is a party to various claims and lawsuits arising from normal business activities[175](index=175&type=chunk) - No currently pending legal proceeding is expected to have a material adverse effect on the Company's financial position, liquidity, results of operations, or cash flows[175](index=175&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, emphasizing the potential material adverse impact of developments affecting financial institutions on the company's business and liquidity - No material changes to risk factors disclosed in the 2022 Annual Report on Form 10-K, except for new disclosure regarding financial institutions[176](index=176&type=chunk) - Actual or perceived adverse developments affecting financial institutions could have a material and adverse impact on the Company's business, financial condition, or results of operations[177](index=177&type=chunk) - The Company relies on financial institutions for depository accounts and as sponsor banks for electronic payment transactions, with potential issues affecting liquidity, processing ability, or client relationships[177](index=177&type=chunk)[179](index=179&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section summarizes the Company's Class A common stock purchases during Q1 2023, including shares withheld for tax obligations and the ongoing **$50 million** share repurchase program Class A Common Stock Purchases | Period | Total Number of Shares Purchased | Average Price Paid per Share | Approximate Dollar Value Remaining Under Share Repurchase Program | | :------------------ | :------------------------------- | :--------------------------- | :---------------------------------------------------------------- | | January 1 - 31, 2023 | 18,673 | $8.84 | $40,000,000 | | February 1 - 28, 2023 | 82,547 | $8.74 | — | | March 1 - 31, 2023 | 46,507 | $7.05 | — | | Total | 147,727 | $8.22 | $40,000,000 | - The total shares purchased include **147,727** shares withheld to satisfy employees' tax withholding obligations related to restricted stock awards[181](index=181&type=chunk) - The Company's board of directors approved a **$50 million** Share Repurchase Program on May 16, 2022, with no expiration date[181](index=181&type=chunk) [Item 3. Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities during the period - No defaults upon senior securities were reported[182](index=182&type=chunk) [Item 4. Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The Company reported no mine safety disclosures - No mine safety disclosures were reported[183](index=183&type=chunk) [Item 5. Other Information](index=38&type=section&id=Item%205.%20Other%20Information) The Company reported no other information requiring disclosure - No other information was reported[184](index=184&type=chunk) [Item 6. Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section provides an index of exhibits filed as part of the Form 10-Q, including corporate governance documents, employment agreements, certifications, and financial statements - Exhibits include corporate documents such as the Certificate of Corporate Domestication, Certificate of Incorporation, and Amended and Restated Bylaws[188](index=188&type=chunk) - Employment agreements and various share-based award agreements are listed[188](index=188&type=chunk) - Certifications of the Principal Executive Officer and Principal Financial Officer (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act) are included[188](index=188&type=chunk) - The financial statements are provided in Inline XBRL format[188](index=188&type=chunk) SIGNATURES This section contains the official signatures for the report [Signatures](index=40&type=section&id=Signatures) The report is duly signed on May 10, 2023, by the Chief Executive Officer and Chief Financial Officer of Repay Holdings Corporation - The report was signed by John Morris, Chief Executive Officer, and Timothy J. Murphy, Chief Financial Officer[192](index=192&type=chunk) - The signing date for the report was May 10, 2023[192](index=192&type=chunk)

Text Pay Combined AR and AP automation solution provides a compelling value proposition to clients ~160K | --- | --- | --- | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------|-------| | | | | | B2B Merchant Acquiring • $1.2Tn total addressable market | B2B AP Automation • $2.2Tn tot ...

Financial Performance - The company processed approximately $25.6 billion in total card payment volume in 2022, with a year-over-year growth of approximately 25%[25]. - As of December 31, 2022, the company had over 23,000 clients, with the top 10 clients contributing approximately 15% of total gross profit[25]. - The Consumer Payments segment represented approximately 85% of total revenue for the year ended December 31, 2022, while the Business Payments segment accounted for approximately 15%[29][30]. - The chargeback rate for the year ended December 31, 2022, was under 1% of the payment volume[49]. - The chargeback rate for the year ended December 31, 2022, was less than 1% of payment volume, indicating effective risk management practices[135]. Growth Strategy - The company aims to drive future growth by increasing penetration in existing verticals and expanding into new verticals and geographic markets[31][32]. - The company plans to expand its geographic footprint, particularly focusing on Canadian operations due to strong demand for its solutions[33]. - The company has successfully acquired eleven businesses from January 1, 2016, through December 31, 2022, and may pursue strategic acquisitions selectively[36]. - The company’s growth strategy includes entering new vertical markets through acquisitions, but it faces risks such as competition for acquisition candidates and potential regulatory hurdles[161]. Market and Competition - The payment processing industry is highly competitive, impacting the fees received and overall margins, with the company aiming to increase its market share[106]. - The company faces significant competition from larger firms with greater financial and technological resources, which may limit pricing power and profit margins[107]. - The electronic payments market is rapidly evolving, and failure to keep pace with technological changes could lead to a decline in revenue[116]. - The vertical markets served by the company have historically underutilized electronic payments, which could hinder revenue growth if this trend continues[119]. Risk Management and Compliance - The company adheres to industry security standards and conducts quarterly tests of its disaster recovery plan[50]. - The company has established cash or non-cash collateral reserves to offset potential credit or fraud risk liability[48]. - The company has developed compliance programs to address legal and regulatory requirements related to anti-money laundering and counter-terrorism regulations[80]. - The company is subject to various federal and state privacy laws, including the California Consumer Privacy Act (CCPA), which imposes specific data protection requirements[77]. - The company may incur significant costs related to compliance with evolving laws and regulations, which could divert management resources and impact profitability[171]. Employee Engagement and Culture - 80% of participants in the annual employee engagement survey indicated that the company is a great place to work, contributing to its certification as a Great Place to Work® for seven consecutive years[96]. - The company offers a comprehensive benefits package, including 100% coverage of employee healthcare premiums and a generous 401(k) employer match[102]. - The company maintains an Employee Resource Group aimed at promoting diversity and inclusion within the workplace[101]. - The company emphasizes a culture of rewards and recognition, incentivizing employees with opportunities for growth and development[99]. Financial Obligations and Debt - The company increased its senior secured credit facilities to a $185.0 million revolving credit facility as of December 29, 2021[187]. - The company issued $440.0 million in aggregate principal amount of 0.00% convertible senior notes due 2026 on January 19, 2021[187]. - The company’s ability to service its debt obligations depends on future performance, which is subject to various economic and competitive factors[187]. - The company may incur future debt obligations that could impose additional restrictive covenants, affecting operational flexibility[189]. Cybersecurity and Data Protection - The company is exposed to cybersecurity risks, including potential breaches that could result in material losses and increased costs for cyber insurance[110]. - Unauthorized disclosure of client data could lead to substantial fines and damage to the company's reputation, with potential liabilities from payment networks and regulatory bodies[108]. - Increased incidents of security breaches may lead to decreased consumer confidence in electronic payments, adversely affecting transaction volumes[120]. Management and Governance - The company has experienced senior management turnover, which could adversely affect its business and financial condition, particularly following the departures of key executives in 2022[158]. - The board of directors will determine the use of excess cash accumulated from distributions, which may include acquiring additional units or funding stock repurchases[201]. - The board has the ability to issue preferred stock without stockholder approval, which could dilute ownership for hostile acquirers[220]. - Directors can only be removed for cause until the 2024 annual meeting, limiting stockholder influence[220].