Exhibit 99.2 Q3 2022 Earnings Supplement November 2022 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. On July 11, 2019 (the "Closi ...

Financial Data and Key Metrics Changes - In Q2 2022, the company reported card payment volume growth of 34%, total revenue growth of 39%, and gross profit growth of 42% [7][23] - Organic gross profit growth for the quarter was 10% [7][24] - Adjusted net income for Q2 was $16.1 million, or $0.17 per share, with adjusted EBITDA of $27.6 million, reflecting a 35% increase year-over-year [25] Business Line Data and Key Metrics Changes - The B2B payments business showed strength, driven by the digitization of business payments and the need for efficiencies [7] - Instant Funding product volume grew approximately 50% compared to Q2 2021 [10] - The consumer payments side saw a record quarter with 225 credit union clients, indicating growth in that segment [8] Market Data and Key Metrics Changes - The personal loan market is experiencing mixed signals, with lenders tightening credit standards due to increased delinquencies [11][32] - Auto lending demand remains strong, but the market is supply constrained, affecting affordability [12] - The company expects the recovery in the personal loan market to take longer than initially anticipated [11] Company Strategy and Development Direction - The company aims for mid-teens organic growth in 2023, supported by a diverse underpenetrated market and a large distribution network [18] - Focus on sustainable growth with strong unit economics, optimizing processing infrastructure to reduce costs [20] - The company is actively pursuing strategic M&A opportunities to enhance scale and market competitiveness [22][81] Management's Comments on Operating Environment and Future Outlook - Management noted that while the macro environment is uncertain, they expect strong demand for their payment solutions to continue [30] - The company anticipates growth in the B2B segment, particularly in the AP Media vertical, driven by political ad spending [16][30] - Management expressed confidence in navigating potential downturns, citing the resilience of their medium to enterprise customer base [58][96] Other Important Information - The company has $60 million in cash and access to $165 million of undrawn revolver capacity, providing a total liquidity of $225 million [27] - The share repurchase program has been implemented, indicating confidence in the company's valuation [22][82] Q&A Session Summary Question: Details on personal loan vertical - Management indicated strong demand but noted lenders are tightening credit standards due to increased delinquencies [32] Question: Organic growth expectations for next year - The company expects to exit 2022 with about 20% organic growth, with B2B expected to grow north of 25% [33] Question: Trends in auto loans - Management noted long-duration portfolios in auto loans are less impacted by delinquencies compared to personal loans [37] Question: Instant Funding growth trajectory - Instant Funding is growing faster than originations, with a shift towards digital transactions [44] Question: M&A appetite and pipeline - The company has a healthy pipeline for M&A opportunities and is being prudent with capital allocation [81] Question: B2B business growth strategy - The company plans to expand its supplier network and continue investing in product and technology for B2B growth [89]

PART I – FINANCIAL INFORMATION [Item 1. Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) This section presents the unaudited consolidated financial statements for Repay Holdings Corporation as of June 30, 2022, including balance sheets, statements of operations, comprehensive income, changes in equity, and cash flows [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2022, total assets decreased slightly to **$1.64 billion** from **$1.69 billion** at year-end 2021, driven by reductions in intangible assets and tax receivable liability, while total equity increased to **$930.2 million** Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$1,641,281** | **$1,685,839** | | Cash and cash equivalents | $60,375 | $50,049 | | Intangible assets, net | $535,796 | $577,694 | | Goodwill | $827,802 | $824,082 | | **Total Liabilities** | **$711,067** | **$772,803** | | Long-term debt | $449,896 | $448,485 | | Tax receivable agreement | $201,924 | $245,828 | | **Total Equity** | **$930,215** | **$913,036** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) Revenue for Q2 2022 grew **39.3%** to **$67.4 million**, and for the six-month period, revenue increased **40.7%** to **$135.0 million**, resulting in a net income of **$11.5 million** primarily due to a **$44.1 million** positive change in the fair value of the tax receivable liability Statement of Operations Summary (in thousands) | Metric | Q2 2022 | Q2 2021 | YoY Change | H1 2022 | H1 2021 | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **$67,435** | **$48,412** | **+39.3%** | **$134,999** | **$95,932** | **+40.7%** | | Loss from operations | ($16,567) | ($12,330) | -34.4% | ($23,475) | ($21,119) | -11.2% | | **Net Income (Loss)** | **($1,353)** | **($13,350)** | **+89.9%** | **$11,534** | **($31,331)** | **+136.8%** | | Net Income (Loss) attributable to Company | $9 | ($12,269) | +100.1% | $13,663 | ($28,063) | +148.7% | | Diluted EPS | $0.00 | ($0.15) | N/A | $0.12 | ($0.36) | N/A | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities increased to **$27.1 million** for the six months ended June 30, 2022, while net cash used in investing activities was **$16.6 million** and financing activities used **$7.2 million** Cash Flow Summary - Six Months Ended June 30 (in thousands) | Cash Flow Category | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $27,061 | $16,867 | | Net cash used in investing activities | ($16,649) | ($286,510) | | Net cash (used in) provided by financing activities | ($7,222) | $303,676 | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's performance, highlighting a **34%** year-over-year increase in card payment volume to **$6.2 billion** in Q2 2022, strong revenue growth, and robust liquidity [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Revenue for Q2 2022 increased by **$19.0 million (39.3%)** to **$67.4 million**, with acquisitions contributing approximately **$14.2 million**, while expenses rose due to acquisition-related costs and increased compensation - Total card payment volume grew approximately **34%** to **$6.2 billion** for the three months ended June 30, 2022, compared to the same period in 2021[116](index=116&type=chunk) - For Q2 2022, incremental revenues of approximately **$14.2 million** are attributable to the acquisitions of BillingTree, Kontrol and Payix[127](index=127&type=chunk) - Selling, general and administrative expenses increased by **$9.6 million (32.5%)** in Q2 2022, primarily due to a **$6.1 million** increase in compensation expenses and a **$1.9 million** increase in software and technological services expenses related to integrating acquired businesses[129](index=129&type=chunk) [Non-GAAP Financial Measures](index=32&type=section&id=Non-GAAP%20Financial%20Measures) The company reported strong growth in non-GAAP metrics, with Q2 2022 Adjusted EBITDA increasing **35.5%** to **$27.6 million** and Adjusted Net Income growing **15.0%** to **$16.1 million**, driven by organic growth and acquisitions Non-GAAP Performance Summary (in millions) | Metric | Q2 2022 | Q2 2021 | YoY Change | H1 2022 | H1 2021 | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Adjusted EBITDA | $27.6 | $20.4 | +35.5% | $57.0 | $40.9 | +39.4% | | Adjusted Net Income | $16.1 | $14.0 | +15.0% | $34.5 | $29.1 | +18.6% | - Adjusted Net Income per share was **$0.17** for Q2 2022, compared to **$0.16** in Q2 2021[161](index=161&type=chunk) [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2022, the company maintained a solid liquidity position with **$60.4 million** in cash and cash equivalents and **$165.0 million** available under its Amended Credit Agreement, alongside a **$50 million** share repurchase program - The company's liquidity as of June 30, 2022, included **$60.4 million** of cash and cash equivalents and **$165.0 million** of available borrowing capacity[173](index=173&type=chunk) - A **$50 million** share repurchase program was approved on May 16, 2022, under which **100,803 shares** were repurchased for approximately **$1.15 million** during Q2 2022[176](index=176&type=chunk) - Total outstanding debt as of June 30, 2022, consisted of **$440.0 million** in 0.00% Convertible Senior Notes due 2026 and **$20.0 million** drawn on the revolving credit facility[83](index=83&type=chunk)[188](index=188&type=chunk)[189](index=189&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company identifies interest rate risk as its primary market risk due to variable-rate debt, noting the upcoming transition away from LIBOR, while inflation and foreign currency risks are not currently significant - The company is exposed to market risk from changes in interest rates on its floating-rate debt, with borrowings under the Amended Credit Agreement accruing interest based on rates such as LIBOR[197](index=197&type=chunk) - The company is monitoring the planned phase-out of LIBOR by June 30, 2023, which may cause unpredictable effects on its interest payment obligations[200](index=200&type=chunk) [Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Based on management's evaluation, including the CEO and CFO, the company's disclosure controls and procedures were effective as of June 30, 2022, with ongoing integration of acquired business controls - The Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2022, the company's disclosure controls and procedures were effective[203](index=203&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company states that while involved in various legal actions, no currently pending proceedings are expected to have a material adverse effect on its business or financial condition - The company does not believe any currently pending legal proceeding will have a material adverse effect on its business, prospects, financial condition, cash flows or results of operations[206](index=206&type=chunk) [Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2021 - No material changes have occurred with respect to the risk factors disclosed in the company's 2021 Form 10-K[207](index=207&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's share repurchase activities during Q2 2022, with **151,597 shares** purchased at an average price of **$11.34**, including **100,803 shares** under the new **$50 million** program, leaving approximately **$49 million** available Share Repurchases for Q2 2022 | Period | Total Shares Purchased | Average Price Paid per Share | Shares Purchased Under Program | Remaining Value Under Program | | :--- | :--- | :--- | :--- | :--- | | **Total Q2 2022** | **151,597** | **$11.34** | **100,803** | **$49,000,000** | [Other Items (3, 4, 5, 6)](index=43&type=section&id=Other%20Items) The company reported no defaults upon senior securities, no mine safety disclosures, and no other information requiring disclosure under Item 5, with Item 6 listing filed exhibits including officer certifications - The company reported "None" for Item 3 (Defaults Upon Senior Securities), Item 4 (Mine Safety Disclosures), and Item 5 (Other Information)[209](index=209&type=chunk)[210](index=210&type=chunk)[211](index=211&type=chunk)

Exhibit 99.2 Q1 2022 Earnings Supplement May 2022 Disclaimer 1 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 p ...

Financial Data and Key Metrics Changes - In Q1 2022, the company reported card payment volume growth of 39%, total revenue growth of 42%, and gross profit growth of 46% [4][15] - Card payment volume reached $6.4 billion, total revenue was $67.6 million, and gross profit was $51 million [15][19] - Adjusted EBITDA for Q1 was $29.3 million, an increase of 43% year-over-year, with adjusted EBITDA as a percentage of total revenue at 43% [19] Business Line Data and Key Metrics Changes - The business payments vertical is targeting a total addressable market (TAM) of $3.4 trillion and performed well, with significant growth in B2B software integrations [5][6] - The consumer payments segment saw strong performance, particularly in personal loans, with volumes boosted by tax refund season [8][9] - The mortgage service and payment business experienced growth from existing customers, with instant funding volume up 70% compared to Q1 2021 [10] Market Data and Key Metrics Changes - The personal loan market saw a 31% increase in originations year-over-year, with total nonmortgage consumer debt reaching $4.33 trillion [9] - The auto loan business is focused on used car payments, which are growing rapidly due to high demand and prices [9] - The company has expanded its supplier network to over 127,000, contributing to its B2B growth strategy [17][58] Company Strategy and Development Direction - The company is focused on increasing card penetration across all verticals and optimizing processing infrastructure to reduce costs [12][13] - Strategic M&A remains a key focus, with the company looking for attractive opportunities to enhance long-term growth [14][30] - The company aims to capitalize on the secular trends towards frictionless digital payments, which are expected to drive business growth for years to come [12][63] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the growth of personal loans and the overall recovery in healthcare, which supports the positive outlook for the remainder of the year [21][46] - The company anticipates organic growth to gradually increase throughout the year, with stronger growth expected in the second half [22][46] - Management reiterated guidance for 2022, projecting volumes between $27 billion and $28 billion and total revenue between $296 million and $306 million [21] Other Important Information - The company had $65 million in cash and access to $165 million in undrawn revolver capacity, totaling $230 million in liquidity as of March 31 [20] - The company expects to maintain a combined pro forma net leverage of approximately 3.5x, which is projected to decrease to below 3.3x by the end of 2022 [19] Q&A Session Summary Question: Can you provide insights on macro assumptions in your guidance? - Management noted that the recovery in personal loans and healthcare, along with strong demand in the used car market, are key drivers for growth [23][25] Question: Are you seeing lenders seeking repayment options? - Management indicated that consumer health is strong, and there is great demand for personal loans, which supports their positive outlook [31][32] Question: Can you elaborate on the B2B business growth? - Management clarified that growth in B2B is primarily from moving businesses to electronic payments rather than competitive takeaways [34][35] Question: What is the outlook for the second quarter? - Management expects slight sequential decline from Q1 due to the end of tax refund season but anticipates organic growth to be higher in Q2 [36][38] Question: Is the go-to-market strategy fully consolidated under TotalPay? - Management confirmed that Repay is the single brand, with TotalPay describing the comprehensive solution for both sending and receiving funds [40][41] Question: What is the outlook for the full year? - Management reiterated confidence in the full year outlook, citing strong underlying business momentum and recovery in healthcare [46][47] Question: How is the instant funding solution performing? - Management reported a 70% growth in instant funding, indicating it drives competitive differentiation and influences repayment mechanisms [49][50] Question: What are the expectations for gross profit margins? - Management expects gross profit margins to potentially be higher for the remainder of the year due to the conversion of BillingTree back to the RCS platform [52][53]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38531 Repay Holdings Corporation (Exact name of Registrant as specified in its Charter) Delaware 98-1496050 (State or other juri ...

Financial Performance - Q4 2021 - Card payment volume reached $5.643 billion, a 43% increase compared to Q4 2020's $3.955 billion[17, 49] - Total revenue was $62.2 million, up 50% from $41.4 million in Q4 2020[13, 49] - Gross profit increased by 57% to $47.2 million, compared to $30.0 million in Q4 2020[13, 18, 49] - Adjusted EBITDA grew by 58% to $27.8 million, versus $17.6 million in Q4 2020[13, 17, 49] Growth & Liquidity - The company has a strong liquidity position with $50 million in cash on hand and $165 million in revolver capacity as of December 31, 2021[23] - Total liquidity stood at $215 million, while total debt was $440 million, resulting in net debt of $410 million[23] - The company's pro forma net leverage was 3.6x based on LTM December 2021 adjusted EBITDA, pro forma for contributions from BillingTree, Kontrol Payables, and Payix[23, 25] FY 2022 Outlook - The company anticipates card payment volume between $27 billion and $28 billion for the full year 2022[26] - Total revenue is projected to be in the range of $296 million to $306 million[26] - Gross profit is expected to be between $224 million and $232 million, representing approximately 41% total growth and 20% organic growth[26, 27] - Adjusted EBITDA is forecasted to be between $128 million and $134 million[26] B2B Payments Business - The B2B payments business has a total addressable market of $3.4 trillion across 15+ vertical end markets[35] - The B2B payments business has annualized payment volume of approximately $4.8 billion with approximately 3,600 clients[36]

Financial Data and Key Metrics Changes - In Q4 2021, card payment volume grew by 43% year-over-year, totaling $5.6 billion, while total revenue increased by 50% to $62.2 million, reflecting a take rate of approximately 110 basis points [24][25] - For the full year 2021, card payment volume grew by 35%, total revenue increased by 41%, and gross profit grew by 44% [5][24] - Gross profit for Q4 2021 was $47.2 million, a 57% increase year-over-year, with organic growth contributing 17% [25][26] - Adjusted net income for Q4 was $27 million, or $0.28 per share, with adjusted EBITDA of $27.8 million, up 58% year-over-year [26] Business Line Data and Key Metrics Changes - The business payments vertical, targeting a $3.4 trillion total addressable market (TAM), performed well with over 80 B2B software integrations and more than 3,600 clients [11] - The consumer payment side showed strength, particularly in the auto loan business, driven by high demand in the used car market [12] - The mortgage origination segment experienced strong demand, with expectations for increased transaction velocity due to rising interest rates [13] Market Data and Key Metrics Changes - The company expanded its customer base in the Credit Union space by nearly 5x year-over-year, now serving over 200 Credit Union customers [9] - The supplier network for accounts payable (AP) grew to over 110,000, with significant success in converting clients to the TotalPay solution [11] Company Strategy and Development Direction - The company plans to increase card penetration across all verticals and optimize processing infrastructure to reduce costs while growing volume [20][21] - Strategic M&A remains a key growth driver, with an active pipeline for potential acquisitions [23] - The company aims to commercialize and market its unified accounts receivable/accounts payable capabilities [21] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving 20% organic gross profit growth in 2022, driven by strong performance in auto loans and recovery in personal loan volumes [31] - The company anticipates that the majority of growth will come from existing customers, providing high visibility into future revenue [36] - Management noted that consumer health remains strong, with positive trends in loan repayments and expectations for pent-up demand in healthcare services [54] Other Important Information - The company secured approximately $590 million in capital through stock and convertible notes offerings, positioning itself for growth opportunities [6] - The integration of acquisitions from 2021 is progressing well, with synergies expected to be realized [19] Q&A Session Summary Question: Drivers of organic growth acceleration - Management highlighted strength in auto loans and recovery in personal loan volumes as key drivers for organic growth acceleration [33][34] Question: Revenue visibility and complexity - Management indicated that a majority of growth will come from existing customers, providing a high degree of revenue visibility [36] Question: Virtual card penetration and cross-border payments - Current virtual card penetration is estimated at 15% to 20%, with expectations for growth through the TotalPay solution [40] Question: Size and growth of B2B business - The B2B business is growing north of 30%, expected to comprise about 25% of the total mix by the end of 2022 [42] Question: Impact of consumer health on business - Management noted strong consumer health and repayment trends, with expectations for continued strength in loan repayments [53][54] Question: M&A pipeline and strategy - The company is likely to pursue smaller tuck-in acquisitions in the near term while maintaining an active pipeline for strategic opportunities [58][59] Question: Growth of new auto loan originations - The company is more exposed to the used car market, which continues to show strong demand despite inventory constraints [61] Question: Mortgage business size and growth - The mortgage business is less than 10% of total revenue but is growing, particularly in servicing and loan repayments [81][82]

PART I [Business Overview](index=4&type=section&id=Item%201.%20Business) Repay Holdings Corporation is a leading payment technology company providing integrated solutions for specific vertical markets - Repay Holdings Corporation is a leading payment technology company providing integrated payment processing solutions for vertical markets such as personal loans, auto loans, accounts receivable management, and B2B[24](index=24&type=chunk)[26](index=26&type=chunk)[387](index=387&type=chunk) - The company simplifies electronic payment processes through its proprietary technology platform and integrations with key software providers, aiming to expand market share and product portfolio through organic growth and strategic acquisitions[24](index=24&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) 2021 Key Operational Metrics | Metric | 2021 Data | | :--- | :--- | | Total Card Payment Volume | Approx $20.5 billion | | Year-over-Year Growth Rate | Approx 35% | | Number of Clients (as of Dec 31) | Over 18,000 | | Number of Software Integration Partners (as of Dec 31) | Approx 222 | | Top 10 Clients' Contribution to Total Gross Profit | Approx 14% | | Average Relationship Length with Top 10 Clients | Approx 4 years | [Organizational Structure and Corporate Information](index=6&type=section&id=Organizational%20Structure%20and%20Corporate%20Information) The company was incorporated in Delaware and its core business was founded in 2006 - Repay Holdings Corporation was incorporated in Delaware on July 11, 2019, through a business combination with Thunder Bridge Acquisition Ltd[21](index=21&type=chunk)[377](index=377&type=chunk) - The company is headquartered in Atlanta, Georgia, and its core business, REPAY LLC, was founded in 2006 by John Morris and Shaler Alias[23](index=23&type=chunk)[379](index=379&type=chunk) [Business Overview](index=6&type=section&id=Business%20Overview) The company offers integrated payment solutions focused on specific industry verticals - The company provides integrated payment processing solutions focusing on vertical markets such as personal loans, auto loans, accounts receivable management, and B2B[24](index=24&type=chunk)[26](index=26&type=chunk)[387](index=387&type=chunk) - Through its proprietary integrated payment technology platform, the company simplifies electronic payment processes and aims to drive growth via customized solutions and embedded integrations[24](index=24&type=chunk)[385](index=385&type=chunk) - Revenue is primarily derived from transaction volume-based payment processing fees, with card payment volume being a key metric for evaluating the business[24](index=24&type=chunk)[25](index=25&type=chunk)[244](index=244&type=chunk)[385](index=385&type=chunk) [Growth Strategies](index=7&type=section&id=Growth%20Strategies) Future growth will be driven by market penetration, expansion, and innovation - The company plans to drive future growth by increasing penetration in existing vertical markets, expanding into new verticals and geographic regions, strengthening its solution portfolio through continuous innovation, and improving operational efficiency[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - The company expects to benefit from the ongoing shift from cash and checks to electronic payments within its serviced vertical markets[29](index=29&type=chunk)[55](index=55&type=chunk) [Solutions](index=8&type=section&id=Solutions) The company provides a comprehensive suite of electronic payment solutions across multiple channels - The company offers a comprehensive suite of electronic payment solutions, including credit and debit card processing, virtual credit card processing, ACH processing, instant funding, and various payment channels like web, virtual terminal, hosted payment pages, online customer portals, mobile apps, text-to-pay, IVR, and point of sale[35](index=35&type=chunk) [Sales and Distribution](index=9&type=section&id=Sales%20and%20Distribution) A dual strategy of direct sales and software integration partnerships drives customer acquisition - The company's sales strategy combines direct sales representatives organized by vertical market with integrated partnerships with key software providers, enabling the direct sales team to more effectively source new client opportunities[36](index=36&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) - As of December 31, 2021, the company was integrated with approximately **222 software partners**, ensuring seamless delivery of its full suite of payment processing capabilities to clients[38](index=38&type=chunk)[388](index=388&type=chunk) [Operations](index=9&type=section&id=Operations) The company maintains robust operational systems for client onboarding, compliance, and risk management - The company has established effective operational systems, including proprietary processes for client onboarding, compliance, and client oversight, to enhance platform performance and support clients[39](index=39&type=chunk) - Through stringent underwriting policies and transaction management procedures, the company manages new account approvals and continuously monitors client accounts to identify low-risk clients and minimize fraud and chargeback losses[40](index=40&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) - The company adheres to industry security standards, regularly updates network and operating system security, and utilizes third-party vendors for security education, compliance audits (PCI DSS, SOC1/2 Type II, HIPAA, ISO 27001), and penetration testing[48](index=48&type=chunk) - The company partners with third-party processors and sponsor banks for authorization, clearing, and settlement services, and maintains relationships with multiple sponsor banks to ensure flexibility and competitiveness[49](index=49&type=chunk)[51](index=51&type=chunk) [Competitive Conditions and Market Trends](index=11&type=section&id=Competitive%20Conditions%20and%20Market%20Trends) The company operates in a highly competitive industry undergoing significant digital transformation - The payment processing industry is highly competitive, with the company facing competition from small integrated payment solutions companies, large financial services and payment systems companies, and traditional merchant acquirers[54](index=54&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) - The company observes a significant digital transformation in the industry, with many vertical markets shifting from cash and checks to electronic payments, a trend accelerated by the COVID-19 pandemic[55](index=55&type=chunk) - The company's business is subject to seasonal fluctuations, with transaction volumes and revenues typically increasing in the first calendar quarter due to consumers receiving tax refunds[56](index=56&type=chunk)[291](index=291&type=chunk) [Acquisitions](index=11&type=section&id=Acquisitions) Strategic acquisitions are a key component of the company's growth strategy - From January 1, 2016, to December 31, 2021, the company successfully completed **11 acquisitions** to enter new markets, acquire industry talent, broaden its product portfolio, and supplement organic growth[34](index=34&type=chunk)[57](index=57&type=chunk) - In 2021, the company completed the acquisitions of **BillingTree, Kontrol, and Payix**, further expanding its presence in the healthcare, credit union, accounts receivable management, and auto finance markets, and enhancing its B2B automated payment capabilities[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk)[382](index=382&type=chunk)[383](index=383&type=chunk)[384](index=384&type=chunk) [Government Regulation](index=12&type=section&id=Government%20Regulation) The company operates within a complex and evolving regulatory landscape - The company and its clients are subject to extensive regulation under federal, state, and local laws, as well as payment network rules, in an increasingly complex and evolving regulatory environment[69](index=69&type=chunk)[70](index=70&type=chunk)[163](index=163&type=chunk) - The Dodd-Frank Act has had a significant impact on the financial services industry, including electronic payments, by regulating debit card interchange fees through the Federal Reserve and establishing the Consumer Financial Protection Bureau (CFPB)[71](index=71&type=chunk)[72](index=72&type=chunk)[164](index=164&type=chunk) - The company must also comply with privacy and information security regulations (e g , GLBA, FCRA, CCPA, CPRA), HIPAA, anti-money laundering and counter-terrorist financing regulations, and laws prohibiting unfair or deceptive practices[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk)[175](index=175&type=chunk)[177](index=177&type=chunk) - Payment networks (e g , Visa, MasterCard) establish their own rules and standards, including PCI DSS, which can change at any time and impose additional costs or restrictions on participants[83](index=83&type=chunk)[85](index=85&type=chunk)[123](index=123&type=chunk) [Intellectual Property](index=15&type=section&id=Intellectual%20Property) Proprietary technology is protected through a combination of legal and contractual measures - The company relies on copyright, trademark, trade secret laws, and contractual arrangements to protect its proprietary technology and related payment system solutions, and owns registered service marks such as REPAY®[88](index=88&type=chunk)[90](index=90&type=chunk)[152](index=152&type=chunk) [Human Capital](index=16&type=section&id=Human%20Capital) The company fosters an empowering and inclusive culture to attract and retain talent - As of December 31, 2021, the company had approximately **552 full-time employees** across the United States and Canada, none of whom are represented by a union[91](index=91&type=chunk) - The company is committed to fostering an empowering, performance-driven, collaborative, and transparent corporate culture, attracting and retaining talent through annual employee engagement surveys, flexible work arrangements, competitive compensation and benefits, and career development opportunities[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[96](index=96&type=chunk) - The company values diversity and inclusion and has implemented employee resource groups and diverse recruiting initiatives[95](index=95&type=chunk) [Available Information](index=17&type=section&id=Available%20Information) SEC filings are available on the company's website but are not part of this report - The company's website, www repay com, provides public access to its SEC filings, but the information on the website does not constitute part of this annual report[98](index=98&type=chunk) [Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from competition, data security, technological change, and its financial structure - The **COVID-19 pandemic** and related mitigation measures have adversely affected, and may continue to adversely affect, the company's business, results of operations, and financial condition[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) - The payment processing industry is **highly competitive**, which could affect the fees the company charges, its profit margins, and its operating results[107](index=107&type=chunk)[108](index=108&type=chunk) - **Unauthorized disclosure of client or consumer data** could expose the company to liability, litigation, and reputational damage[109](index=109&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) - Failure to keep pace with **rapid industry and technological changes** could result in decreased use of the company's products and services, leading to reduced revenue[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) - The company's **dependence on sponsor banks and software integration partners**, and failure to effectively manage risk and prevent fraud, could increase chargebacks and other liabilities[128](index=128&type=chunk)[130](index=130&type=chunk)[133](index=133&type=chunk)[136](index=136&type=chunk) - The company's **level of indebtedness** could adversely affect its ability to meet its debt obligations, react to economic changes, and raise additional capital[186](index=186&type=chunk)[187](index=187&type=chunk) - Under the Tax Receivable Agreement, the company is required to pay **100% of the tax benefits** from increases in tax basis, and these payments could be substantial and may exceed the actual tax benefits realized[204](index=204&type=chunk)[206](index=206&type=chunk)[207](index=207&type=chunk) - Substantial future issuances or sales of Class A common stock, or the perception that such events could occur, may cause the **stock price to decline**[211](index=211&type=chunk)[213](index=213&type=chunk) [Risks Related to Our Business](index=4&type=section&id=Risks%20Related%20to%20Our%20Business) [Risks Related to Regulation](index=5&type=section&id=Risks%20Related%20to%20Regulation) [Risks Related to Our Indebtedness](index=5&type=section&id=Risks%20Related%20to%20Our%20Indebtedness) [Risks Related to Our Ownership Structure](index=5&type=section&id=Risks%20Related%20to%20Our%20Ownership%20Structure) [Risks Related to Our Class A Common Stock](index=5&type=section&id=Risks%20Related%20to%20Our%20Class%20A%20Common%20Stock) [Unresolved Staff Comments](index=35&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) As of the filing date of this report, the company has no unresolved staff comments - The company has no unresolved staff comments[225](index=225&type=chunk) [Properties](index=35&type=section&id=Item%202.%20Properties) The company leases its corporate headquarters and 15 additional facilities across the United States Principal Facilities Information (as of December 31, 2021) | Location | Ownership/Lease | Approx Area (sq ft) | | :--- | :--- | :--- | | Corporate HQ: Atlanta, GA | Leased | 8,700 | | Additional Facility: Atlanta, GA | Leased | 13,300 | | Bedford, TX | Leased | 3,200 | | Bettendorf, IA | Leased | 12,900 | | Chattanooga, TN | Leased | 1,000 | | Chicago, IL | Leased | 1,700 | | The Colony, TX | Leased | 14,100 | | East Moline, IL | Leased | 7,500 | | Fort Worth, TX | Leased | 6,300 | | Mesa, AZ | Leased | 12,900 | | Middleton, MA | Leased | 3,600 | | Tempe, AZ | Leased | 7,500 | | Sandy, UT | Leased | 5,200 | | Sarasota, FL | Leased | 8,900 | | Scottsdale, AZ | Leased | 9,800 | | Toledo, OH | Leased | 6,900 | [Legal Proceedings](index=36&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings - The company is not currently a party to any legal proceedings that are expected to have a material adverse effect on its business or financial condition[228](index=228&type=chunk)[531](index=531&type=chunk) [Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable - Mine safety disclosures are not applicable[229](index=229&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=36&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A common stock trades on Nasdaq, and the company does not currently pay dividends - The company's Class A common stock is traded on Nasdaq under the symbol "RPAY"[3](index=3&type=chunk)[231](index=231&type=chunk) - The company has never declared or paid cash dividends on its Class A common stock and does not currently intend to do so in the foreseeable future[218](index=218&type=chunk)[219](index=219&type=chunk)[233](index=233&type=chunk) Class A Common Stock Market Information | Metric | Data | | :--- | :--- | | Closing Price as of Feb 22, 2022 | $17 22 | | Number of Record Holders of Class A Common Stock as of Feb 22, 2022 | 12 | | Number of Record Holders of Class V Common Stock as of Feb 22, 2022 | 24 | | Number of Record Holders of Post-Merger Repay Units as of Feb 22, 2022 | 24 | Issuer Purchases of Equity in Q4 2021 | Period | Total Shares Purchased | Average Price Per Share | | :--- | :--- | :--- | | Oct 1-31, 2021 | 10,245 | $21 57 | | Nov 1-30, 2021 | 40,940 | $19 29 | | Dec 1-31, 2021 | 3,188 | $17 51 | | **Total** | **54,373** | **$19 61** | [Market Information](index=38&type=section&id=Market%20Information) [Holders](index=38&type=section&id=Holders) [Dividends](index=38&type=section&id=Dividends) [Performance](index=38&type=section&id=Performance) Comparison of Total Shareholder Return (July 17, 2018 - December 31, 2021) | Date | Repay Holdings Corporation | S&P 500 Index | S&P Information Technology Index | | :--- | :--- | :--- | :--- | | Jul 17, 2018 | $100 00 | $100 00 | $100 00 | | Sep 30, 2018 | 100 62 | 103 72 | 103 16 | | Dec 31, 2018 | 102 59 | 89 23 | 84 92 | | Mar 31, 2019 | 105 70 | 100 88 | 101 37 | | Jun 30, 2019 | 108 08 | 104 71 | 107 10 | | Sep 30, 2019 | 138 13 | 105 95 | 110 28 | | Dec 31, 2019 | 151 81 | 114 99 | 125 72 | | Mar 31, 2020 | 148 70 | 91 99 | 110 36 | | Jun 30, 2020 | 255 23 | 110 35 | 143 58 | | Sep 30, 2020 | 243 52 | 119 70 | 160 32 | | Dec 31, 2020 | 282 38 | 133 69 | 178 79 | | Mar 31, 2021 | 243 32 | 141 41 | 181 89 | | Jun 30, 2021 | 258 13 | 152 96 | 202 45 | | Sep 30, 2021 | 238 65 | 153 32 | 204 74 | | Dec 31, 2021 | 194 51 | 169 64 | 238 42 | [Recent Sales of Unregistered Securities](index=39&type=section&id=Recent%20Sales%20of%20Unregistered%20Securities) - No recent sales of unregistered securities[238](index=238&type=chunk) [Purchases of Equity Securities by the Issuer and Affiliated Purchasers](index=40&type=section&id=Purchases%20of%20Equity%20Securities%20by%20the%20Issuer%20and%20Affiliated%20Purchasers) Summary of Class A Common Stock Purchases in Q4 2021 | Period | Total Shares Purchased | Average Price Per Share | | :--- | :--- | :--- | | Oct 1-31, 2021 | 10,245 | $21 57 | | Nov 1-30, 2021 | 40,940 | $19 29 | | Dec 1-31, 2021 | 3,188 | $17 51 | | **Total** | **54,373** | **$19 61** | - These purchases were made under an incentive plan to satisfy employee tax withholding obligations related to the vesting of restricted stock awards[239](index=239&type=chunk) [[Reserved]](index=38&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved - This item is reserved[240](index=240&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue grew significantly in 2021 due to organic growth and acquisitions, with strong liquidity maintained Comparison of Financial Performance for 2021 and 2020 | Metric | 2021 (in millions of USD) | 2020 (in millions of USD) | Change (in millions of USD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 219 3 | 155 0 | 64 3 | 41 4% | | Cost of services | 55 5 | 41 4 | 14 1 | 33 9% | | Selling, general and administrative expenses | 120 1 | 87 3 | 32 8 | 37 5% | | Depreciation and amortization | 89 7 | 60 8 | 28 9 | 47 5% | | Loss from operations | (54 0) | (32 0) | (22 0) | 68 8% | | Interest expense | (3 7) | (14 4) | 10 7 | -74 5% | | Net loss | (56 0) | (117 4) | 61 4 | -52 3% | | Net loss attributable to the Company | (50 1) | (105 6) | 55 5 | -52 6% | | Loss per share - basic and diluted | (0 60) | (2 02) | 1 42 | -70 3% | | Adjusted EBITDA (as revised) | 93 2 | 59 6 | 33 6 | 56 5% | | Adjusted Net Income (as revised) | 73 0 | 36 5 | 36 5 | 100 0% | - **Revenue growth in 2021** was primarily driven by new clients, growth from existing clients, and the acquisitions of BillingTree, Kontrol, and Payix, with acquisitions contributing approximately **$42.7 million** in incremental revenue[258](index=258&type=chunk) - The company maintains **strong liquidity**, with **$50.0 million** in cash and cash equivalents and **$165.0 million** of available borrowing capacity under its revolving credit facility as of December 31, 2021[292](index=292&type=chunk) - The company's primary cash needs include working capital, investments in technology development, acquisitions and related contingent consideration, repayment of debt principal and interest, and tax distributions to members of Hawk Parent[293](index=293&type=chunk) [Overview](index=41&type=section&id=Overview) The company provides integrated payment solutions for specific industry verticals - The company provides integrated payment processing solutions, focusing on industry verticals with specific transaction processing needs, and reduces the complexity of electronic payments with its proprietary technology platform[243](index=243&type=chunk) - Card payment volume is a key operational metric for evaluating the business; total card payment volume in 2021 was approximately **$20.5 billion**, a year-over-year increase of about **35%**[244](index=244&type=chunk) - The ultimate impact of the COVID-19 pandemic and related economic conditions on the company's performance remains uncertain, and the effects in 2021 are not necessarily indicative of those in 2022[245](index=245&type=chunk) [Business Combination](index=41&type=section&id=Business%20Combination) The company was formed through a 2019 merger accounted for as an acquisition - The company was formed on July 11, 2019, through the merger of Hawk Parent Holdings LLC and Thunder Bridge Acquisition, Ltd[246](index=246&type=chunk) - Thunder Bridge was identified as the acquirer for accounting purposes, with Hawk Parent as the acquiree and accounting predecessor; the merger was accounted for under the acquisition method, resulting in a different basis of accounting for pre- and post-merger periods[246](index=246&type=chunk) [Key Factors Affecting Our Business](index=42&type=section&id=Key%20Factors%20Affecting%20Our%20Business) Business performance is influenced by client growth, acquisitions, and economic trends - Key factors affecting the business include the volume and number of transactions processed by existing clients, the ability to attract new clients, successful integration of recent and future acquisitions, the ability to offer new competitive payment technology solutions, and overall economic conditions and consumer finance trends[253](index=253&type=chunk) - In 2021, the company completed the acquisitions of **BillingTree, Kontrol, and Payix**, which had a significant impact on the business[247](index=247&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk) [Key Components of Our Revenues and Expenses](index=42&type=section&id=Key%20Components%20of%20Our%20Revenues%20and%20Expenses) Revenue is primarily transaction-based, while expenses include service costs, SG&A, and amortization - **Revenue** is primarily derived from transaction volume-based payment processing fees (discount fees) and other related fixed per-transaction fees, which are charged based on transaction volume and processing services[250](index=250&type=chunk) - **Cost of services** mainly consists of commissions paid to software integration partners and other third-party processing costs, such as front-end and back-end processing costs and sponsor bank fees[251](index=251&type=chunk) - **Selling, general and administrative expenses** include operating costs such as salaries, stock-based compensation, professional service fees, rent, and utilities[251](index=251&type=chunk) - **Depreciation and amortization** expenses include depreciation of property, equipment, and computer hardware, as well as amortization of software development costs, purchased software, customer relationships, and non-compete agreements[252](index=252&type=chunk) - **Interest expense** is primarily related to the company's debt, while changes in the fair value of warrant liabilities and the tax receivable agreement liability reflect valuation adjustments of these liabilities[254](index=254&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk) [Results of Operations](index=43&type=section&id=Results%20of%20Operations) Comparison of Operating Results for 2021 and 2020 | Metric | 2021 (in thousands of USD) | 2020 (in thousands of USD) | Change (in thousands of USD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 219,258 | 155,036 | 64,222 | 41 4% | | Cost of services | 55,484 | 41,447 | 14,037 | 33 9% | | Selling, general and administrative expenses | 120,053 | 87,302 | 32,751 | 37 5% | | Depreciation and amortization | 89,692 | 60,807 | 28,885 | 47 5% | | Change in fair value of contingent consideration | 5,846 | (2,510) | 8,356 | -332 9% | | Impairment loss | 2,180 | — | 2,180 | — | | Loss from operations | (53,997) | (32,010) | (21,987) | 68 7% | | Interest expense | (3,679) | (14,445) | 10,766 | -74 5% | | Loss on extinguishment of debt | (5,941) | — | (5,941) | — | | Change in fair value of warrant liability | — | (70,827) | 70,827 | -100 0% | | Change in fair value of tax receivable liability | (14,109) | (12,439) | (1,670) | 13 4% | | Other loss | (9,099) | — | (9,099) | — | | Income tax benefit | 30,691 | 12,358 | 18,333 | 148 3% | | Net loss | (56,037) | (117,366) | 61,329 | -52 3% | | Net loss attributable to non-controlling interests | (5,952) | (11,770) | 5,818 | -49 4% | | Net loss attributable to the Company | (50,085) | (105,596) | 55,511 | -52 6% | | Loss per share of Class A stock - basic and diluted | (0 60) | (2 02) | 1 42 | -70 3% | [Non-GAAP Financial Measures](index=46&type=section&id=Non-GAAP%20Financial%20Measures) The company uses non-GAAP metrics to evaluate performance and make strategic decisions - The company uses non-GAAP financial measures such as Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income Per Share to evaluate its operating business, measure performance, and make strategic decisions[272](index=272&type=chunk)[273](index=273&type=chunk)[274](index=274&type=chunk)[275](index=275&type=chunk)[276](index=276&type=chunk) - The calculation methodology for Adjusted EBITDA and Adjusted Net Income was changed in the fourth quarter of 2021 to no longer adjust for items related to legacy commission buyout expenses and their tax effects[278](index=278&type=chunk) - **Adjusted EBITDA (as revised) was $93.2 million in 2021**, a **56.5% increase** year-over-year; **Adjusted Net Income (as revised) was $73.0 million**, a **100.0% increase** year-over-year[287](index=287&type=chunk) Reconciliation of GAAP Net Loss to Non-GAAP Adjusted EBITDA | Metric (in thousands of USD) | 2021 | 2020 | 2019 (Combined) | | :--- | :--- | :--- | :--- | | Net loss | (56,037) | (117,366) | (70,561) | | Add: Interest expense | 3,679 | 14,445 | 9,067 | | Add: Depreciation and amortization | 89,692 | 60,807 | 29,980 | | Less: Income tax benefit | (30,691) | (12,358) | (4,991) | | **EBITDA** | **6,643** | **(54,472)** | **(36,505)** | | Add: Loss on extinguishment of debt | 5,941 | — | 1,380 | | Add: Loss on termination of interest rate hedge | 9,080 | — | — | | Add: Non-cash change in fair value of warrant liability | — | 70,827 | 15,258 | | Add: Non-cash change in fair value of contingent consideration | 5,846 | (2,510) | — | | Add: Non-cash change in fair value of assets and liabilities | 14,109 | 12,439 | 1,638 | | Add: Stock-based compensation expense | 22,311 | 19,446 | 22,922 | | Add: Transaction expenses | 19,250 | 10,924 | 40,126 | | Add: Management fees | — | — | 211 | | Add: Employee recruiting costs | 612 | 214 | 51 | | Add: Other taxes | 977 | 426 | 226 | | Add: Restructuring and other strategic initiative costs | 4,578 | 1,103 | 352 | | Add: Other non-recurring expenses | 3,853 | 1,154 | 215 | | **Adjusted EBITDA (as revised)** | **93,200** | **59,551** | **45,875** | | Commission buyout expense (no longer adjusted) | 2,527 | 8,614 | 2,557 | | **Adjusted EBITDA (as previously defined)** | **95,727** | **68,165** | **48,432** | Reconciliation of GAAP Net Loss to Non-GAAP Adjusted Net Income | Metric (in thousands of USD) | 2021 | 2020 | 2019 (Combined) | | :--- | :--- | :--- | :--- | | Net loss | (56,037) | (117,366) | (70,561) | | Add: Amortization of acquisition-related intangible assets | 79,932 | 52,126 | 25,329 | | Add: Loss on extinguishment of debt | 5,941 | — | 1,380 | | Add: Loss on termination of interest rate hedge | 9,080 | — | — | | Add: Non-cash change in fair value of warrant liability | — | 70,827 | 15,258 | | Add: Non-cash change in fair value of contingent consideration | 5,846 | (2,510) | — | | Add: Non-cash change in fair value of assets and liabilities | 14,109 | 12,439 | 1,638 | | Add: Stock-based compensation expense | 22,311 | 19,446 | 22,922 | | Add: Transaction expenses | 19,250 | 10,924 | 40,126 | | Add: Management fees | — | — | 211 | | Add: Employee recruiting costs | 612 | 214 | 51 | | Add: Restructuring and other strategic initiative costs | 4,578 | 1,103 | 352 | | Add: Other non-recurring expenses | 3,853 | 1,154 | 215 | | Add: Non-cash interest expense | 2,536 | — | — | | Less: Proforma tax expense at effective tax rate | (38,998) | (11,813) | (1,602) | | **Adjusted Net Income (as revised)** | **73,013** | **36,544** | **35,319** | | Class A common shares outstanding (proforma) | 91,264,512 | 73,373,106 | 59,721,429 | | **Adjusted Net Income Per Share (as revised)** | **$0 80** | **$0 50** | **$0 59** | | Commission buyout expense (no longer adjusted) | 2,527 | 8,614 | 2,557 | | Change in tax effect adjustment (no longer adjusted) | (571) | (1,413) | (88) | | **Adjusted Net Income (as previously defined)** | **74,969** | **43,745** | **37,788** | | **Adjusted Net Income Per Share (as previously defined)** | **$0 82** | **$0 60** | **$0 63** | [Seasonality](index=51&type=section&id=Seasonality) Business is subject to seasonality, with higher volumes typically in the first quarter - The company's business is subject to seasonal fluctuations, with transaction volumes and revenues typically increasing in the first calendar quarter due to consumers receiving tax refunds, while operating expenses have less seasonal variation[291](index=291&type=chunk) [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) Operations are funded through cash flow, equity offerings, and convertible notes - The company funds its operations and working capital through net cash generated from operating activities, issuances of Class A common stock, and the issuance of convertible notes in January 2021[292](index=292&type=chunk) - The company believes its operating cash flow, existing cash and cash equivalents, and available borrowing capacity under its revolving credit facility will be sufficient to meet its operational, capital expenditure, and debt obligations for the next 12 months[293](index=293&type=chunk) - As a holding company, the company relies on distributions from its subsidiaries (including Hawk Parent) to meet the cash needs of all consolidated operations, and these distributions may be subject to legal or contractual restrictions[294](index=294&type=chunk) - As of December 31, 2021, the company's primary contractual obligations include operating lease liabilities and contingent consideration, with approximately **$17.0 million** of contingent consideration due within the next 12 months[294](index=294&type=chunk) Liquidity Position (as of December 31, 2021) | Metric | Amount (in millions of USD) | | :--- | :--- | | Cash and cash equivalents | 50 0 | | Available revolving credit facility | 165 0 | | Restricted cash | 26 3 | [Cash Flows](index=52&type=section&id=Cash%20Flows) Operating cash flow increased, while investing and financing activities were significant in 2021 - Net cash provided by operating activities in 2021 was **$53.3 million**, primarily reflecting the net loss adjusted for non-cash items and changes in working capital[297](index=297&type=chunk)[300](index=300&type=chunk) - Net cash used in investing activities in 2021 was **$397.3 million**, primarily for the acquisitions of BillingTree, Kontrol, and Payix, and capitalized software development[301](index=301&type=chunk) - Net cash provided by financing activities in 2021 was **$313.8 million**, primarily from equity offerings and the issuance of the 2026 Convertible Notes, partially offset by repayments on the revolving credit facility and term loan principal[303](index=303&type=chunk) Summary of Cash Flows (in thousands of USD) | Cash Flow Activity | 2021 | 2020 | Jul 11 - Dec 31, 2019 (Successor) | Jan 1 - Jul 10, 2019 (Predecessor) | | :--- | :--- | :--- | :--- | :--- | | Net cash from operating activities | 53,330 | 28,487 | 12,936 | 8,350 | | Net cash from investing activities | (397,335) | (145,980) | (335,084) | (4,046) | | Net cash from financing activities | 313,840 | 186,097 | 360,049 | (9,355) | [Indebtedness](index=53&type=section&id=Indebtedness) The company issued convertible notes in 2021 and maintains a revolving credit facility - In January 2021, the company issued **$440.0 million** of 0 00% Convertible Senior Notes due 2026 and used a portion of the proceeds to fully repay the term loans under the Successor Credit Agreement[310](index=310&type=chunk)[314](index=314&type=chunk) - In February 2021, the company amended and restated its Successor Credit Agreement, establishing a **$125.0 million** senior secured revolving credit facility, which was increased to **$185.0 million** in December 2021[311](index=311&type=chunk)[312](index=312&type=chunk) - The company expects to remain in compliance with the restrictive financial covenants of the amended credit agreement[312](index=312&type=chunk)[316](index=316&type=chunk) Debt Composition (as of December 31, 2021) | Debt Type | Amount (in millions of USD) | | :--- | :--- | | Convertible Senior Notes (due 2026) | 440 0 | | Revolving Credit Facility (drawn) | 20 0 | | **Total borrowings** | **460 0** | | Less: Debt issuance costs on long-term loan | 11 5 | | **Total non-current borrowings** | **448 5** | [Tax Receivable Agreement](index=54&type=section&id=Tax%20Receivable%20Agreement) The company has a significant liability under its Tax Receivable Agreement - Upon completion of the business combination, the company entered into a Tax Receivable Agreement (TRA), which requires it to pay holders of Post-Merger Repay Units **100% of the tax benefits** realized from increases in tax basis resulting from the conversion of their units into Class A common stock[317](index=317&type=chunk)[555](index=555&type=chunk) - The TRA liability is recorded at fair value based on discounted estimates of future cash flows; the payment obligations are expected to be substantial and may exceed the tax benefits the company actually realizes[318](index=318&type=chunk)[556](index=556&type=chunk) - As of December 31, 2021, the company's TRA liability was **$245.8 million**, an increase from 2020 primarily due to changes in the discount rate, exchanges of Post-Merger Repay Units, and re-measurement of state tax rates[499](index=499&type=chunk)[557](index=557&type=chunk) [Critical Accounting Policies and Estimates](index=54&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Key accounting policies include revenue recognition, business combinations, and impairment testing - The company early adopted ASU 2020-06 on January 1, 2021, eliminating separate accounting for debt and equity components of convertible instruments and using the "if-converted" method for calculating diluted EPS[445](index=445&type=chunk) - For **revenue recognition**, the company treats payment processing services as a "stand-ready" obligation, recognizing revenue over time using an output method and determining whether to report revenue on a gross or net basis per ASC 606-10-55-36 through -40[321](index=321&type=chunk)[324](index=324&type=chunk)[410](index=410&type=chunk)[413](index=413&type=chunk) - **Business combinations** are accounted for using the acquisition method, allocating the purchase price to the fair value of tangible and identifiable intangible assets acquired and liabilities assumed, with any excess recorded as goodwill[326](index=326&type=chunk)[327](index=327&type=chunk) - **Goodwill and indefinite-lived intangible assets** are tested for impairment annually, while other long-lived assets are tested when impairment indicators are present; an impairment loss is recognized for the amount by which an asset's carrying value exceeds its fair value[329](index=329&type=chunk)[330](index=330&type=chunk) - **Income taxes** are accounted for under ASC 740, with deferred tax assets and liabilities recognized for future tax consequences, and the tax receivable liability is estimated at fair value[332](index=332&type=chunk)[333](index=333&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=54&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks relate to interest rates and foreign currency exchange - The company believes the impact of **inflation** on its operating results and financial condition has not been significant, but there is no assurance this will continue in the future[334](index=334&type=chunk) - The company is exposed to **interest rate risk** as its floating-rate debt (such as the revolving credit facility) is affected by interest rate changes, but it has hedged a portion of its variable-rate term loans with interest rate swap agreements[335](index=335&type=chunk)[337](index=337&type=chunk) - The phase-out of **LIBOR** may lead to the use of alternative benchmark rates, which could potentially increase the company's interest expense[339](index=339&type=chunk) - The company's services are denominated in U S dollars and Canadian dollars, and it does not expect future operating results to be significantly affected by **foreign currency exchange risk**[340](index=340&type=chunk) [Financial Statements and Supplementary Data](index=56&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements and related notes - The independent registered public accounting firm, Grant Thornton LLP, issued an **unqualified opinion** on the company's consolidated financial statements as of December 31, 2021, and 2020[343](index=343&type=chunk) - Grant Thornton LLP also issued an **unqualified opinion** on the effectiveness of the company's internal control over financial reporting as of December 31, 2021[344](index=344&type=chunk)[351](index=351&type=chunk) Summary of Consolidated Balance Sheets (in thousands of USD) | Assets/Liabilities | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $50,049 | $91,130 | | Restricted cash | 26,291 | 15,375 | | Intangible assets, net | 577,694 | 369,227 | | Goodwill | 824,082 | 458,970 | | Deferred tax assets | 145,260 | 135,337 | | **Total assets** | **$1,685,839** | **$1,109,978** | | **Liabilities** | | | | Accounts payable | $20,083 | $11,880 | | Due to related parties | 17,394 | 15,812 | | Long-term debt, net | 448,485 | 249,953 | | Tax receivable agreement liability | 221,333 | 218,988 | | **Total liabilities** | **$772,803** | **$553,796** | | **Total equity** | **$913,036** | **$556,182** | Summary of Consolidated Statements of Operations (in thousands of USD) | Metric | 2021 | 2020 | Jul 11 - Dec 31, 2019 (Successor) | Jan 1 - Jul 10, 2019 (Predecessor) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $219,258 | $155,036 | $57,560 | $47,043 | | Loss from operations | (53,996) | (32,010) | (27,611) | (20,597) | | Net loss | (56,037) | (117,366) | (46,819) | (23,743) | | Net loss attributable to the Company | (50,084) | (105,597) | (31,548) | (23,743) | | Loss per share of Class A stock - basic and diluted | (0 60) | (2 02) | (0 88) | — | Summary of Consolidated Statements of Cash Flows (in thousands of USD) | Cash Flow Activity | 2021 | 2020 | Jul 11 - Dec 31, 2019 (Successor) | Jan 1 - Jul 10, 2019 (Predecessor) | | :--- | :--- | :--- | :--- | :--- | | Net cash from operating activities | $53,330 | $28,487 | $12,936 | $8,350 | | Net cash from investing activities | (397,335) | (145,980) | (335,084) | (4,046) | | Net cash from financing activities | 313,840 | 186,097 | 360,049 | (9,355) | | Cash, cash equivalents and restricted cash at end of period | $76,340 | $106,505 | $37,901 | $18,212 | [Reports of Independent Registered Public Accounting Firm](index=59&type=section&id=Reports%20of%20Independent%20Registered%20Public%20Accounting%20Firm) [Consolidated Balance Sheets](index=63&type=section&id=Consolidated%20Balance%20Sheets) [Consolidated Statements of Operations](index=64&type=section&id=Consolidated%20Statements%20of%20Operations) [Consolidated Statements of Comprehensive Income](index=65&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) [Consolidated Statements of Stockholders' Equity](index=66&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) [Consolidated Statements of Cash Flows](index=67&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) [Notes to Consolidated Financial Statements](index=69&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=102&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company has had no changes in or disagreements with its accountants - The company has had no changes in or disagreements with its accountants on accounting and financial disclosure[559](index=559&type=chunk) [Controls and Procedures](index=102&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of year-end 2021 - As of December 31, 2021, company management concluded that its **disclosure controls and procedures were effective**[560](index=560&type=chunk) - The company previously identified a material weakness in internal control related to the accounting for warrants, which led to a restatement of financial statements, but this weakness was **remediated as of September 30, 2021**[562](index=562&type=chunk) - Management concluded that the company's **internal control over financial reporting was effective** as of December 31, 2021, but excluded the 2021 acquisitions of BillingTree, Kontrol, and Payix from its assessment[564](index=564&type=chunk)[565](index=565&type=chunk) [Disclosure Controls and Procedures](index=104&type=section&id=Disclosure%20Controls%20and%20Procedures) [Management Report on Internal Control over Financial Reporting](index=104&type=section&id=Management%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting) [Changes in Internal Control Over Financial Reporting](index=105&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) - There were no changes in internal control over financial reporting during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, internal controls[567](index=567&type=chunk) [Other Information](index=103&type=section&id=Item%209B.%20Other%20Information) There is no other information to report - No other information[568](index=568&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=103&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[569](index=569&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=104&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information required by this item is incorporated by reference from the company's proxy statement - The information required by this item will be included in the company's definitive proxy statement for its 2022 Annual Meeting of Stockholders or in an amendment to this Form 10-K and is incorporated herein by reference[572](index=572&type=chunk)[573](index=573&type=chunk) - The company has adopted a Code of Business Conduct and Ethics applicable to all directors and employees, including the CEO, CFO, and Chief Accounting Officer, which is available on the Investor Relations section of the company's website[574](index=574&type=chunk) [Executive Compensation](index=104&type=section&id=Item%2011.%20Executive%20Compensation) Information required by this item is incorporated by reference from the company's proxy statement - The information required by this item will be included in the company's definitive proxy statement for its 2022 Annual Meeting of Stockholders or in an amendment to this Form 10-K and is incorporated herein by reference[572](index=572&type=chunk)[575](index=575&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=104&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information required by this item is incorporated by reference from the company's proxy statement - The information required by this item will be included in the company's definitive proxy statement for its 2022 Annual Meeting of Stockholders or in an amendment to this Form 10-K and is incorporated herein by reference[572](index=572&type=chunk)[576](index=576&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=104&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information required by this item is incorporated by reference from the company's proxy statement - The information required by this item will be included in the company's definitive proxy statement for its 2022 Annual Meeting of Stockholders or in an amendment to this Form 10-K and is incorporated herein by reference[572](index=572&type=chunk)[577](index=577&type=chunk) [Principal Accounting Fees and Services](index=104&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information required by this item is incorporated by reference from the company's proxy statement - The information required by this item will be included in the company's definitive proxy statement for its 2022 Annual Meeting of Stockholders or in an amendment to this Form 10-K and is incorporated herein by reference[572](index=572&type=chunk)[578](index=578&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=105&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This item lists the financial statements, supplementary data, and all filed exhibits - This item contains the company's filed consolidated financial statements and supplementary data, as well as a list of all exhibits[581](index=581&type=chunk)[582](index=582&type=chunk)[584](index=584&type=chunk)[585](index=585&type=chunk)[589](index=589&type=chunk) [Form 10-K Summary](index=108&type=section&id=Item%2016.%20Form%2010-K%20Summary) No Form 10-K summary is provided - No Form 10-K summary[587](index=587&type=chunk)

REPAY Realtime Electronic Payments REPAY Q3 21 Earnings Supplement November 2021 Disclaimer 1 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. Fo ...