Repay Holdings Corporation (NASDAQ:RPAY) Q1 2021 Earnings Conference Call May 10, 2021 5:00 PM ET Company Participants John Morris - Co-Founder and Chief Executive Officer Tim Murphy - Chief Financial Officer Conference Call Participants Tim Chiodo - Credit Suisse Craig Maurer - Autonomous Research Sanjay Sakhrani - KBW Andrew Schmidt - Citigroup Peter Heckmann - D.A. Davidson Joseph Vafi - Canaccord Bob Napoli - William Blair Tim Willi - Wells Fargo Priscilla Russo - Morgan Stanley Mike Grondahl - Northlan ...

PART I – FINANCIAL INFORMATION [Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) Unaudited consolidated financial statements for Q1 2021 detail revenue growth, increased net loss, and a restatement for warrant accounting changes [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Details the company's financial position, including assets, liabilities, and equity, as of March 31, 2021 Consolidated Balance Sheets (in USD) | Financial Metric | March 31, 2021 | December 31, 2020 (Restated) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $390,921,782 | $91,129,888 | | Total current assets | $420,897,314 | $119,365,727 | | Goodwill | $458,959,477 | $458,970,255 | | Total assets | $1,409,111,091 | $1,109,978,140 | | **Liabilities & Equity** | | | | Total current liabilities | $60,954,841 | $65,435,677 | | Long-term debt, net | $427,287,919 | $249,952,746 | | Total liabilities | $717,839,743 | $553,796,069 | | Total stockholders' equity | $647,871,546 | $509,313,721 | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) Reports the company's financial performance, detailing revenue, expenses, and net loss for Q1 2021 Consolidated Statements of Operations (in USD) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 (Restated) | | :--- | :--- | :--- | | Revenue | $47,520,496 | $39,462,537 | | Total operating expenses | $56,309,955 | $42,841,872 | | Loss from operations | $(8,789,459) | $(3,379,335) | | Net loss | $(17,981,173) | $(13,182,538) | | Net loss attributable to the Company | $(15,793,901) | $(10,330,139) | | Loss per Class A share (Basic and diluted) | $(0.21) | $(0.27) | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Details cash flows from operating, investing, and financing activities for the three months ended March 31, 2021 Consolidated Statements of Cash Flows (in USD) | Cash Flow Activity | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 (Restated) | | :--- | :--- | :--- | | Net cash provided by operating activities | $4,769,416 | $8,571,145 | | Net cash used in investing activities | $(5,205,892) | $(38,296,792) | | Net cash provided by financing activities | $304,378,801 | $36,215,853 | | **Increase in cash, cash equivalents and restricted cash** | **$303,942,325** | **$6,490,206** | [Notes to Financial Statements](index=9&type=section&id=Notes%20to%20Financial%20Statements) Offers detailed explanations and additional information for the consolidated financial statements, including accounting policies and significant events - The company restated prior financial statements due to an SEC statement on SPAC warrant accounting, reclassifying warrants from equity to a liability[28](index=28&type=chunk)[30](index=30&type=chunk) - In January 2021, the company issued **$440.0 million** of 0.00% Convertible Senior Notes due 2026, repaying outstanding Term Loans, and secured a new **$125 million** revolving credit facility in February[85](index=85&type=chunk)[86](index=86&type=chunk)[88](index=88&type=chunk) - On May 10, 2021, the company announced the acquisition of BillingTree for approximately **$503.0 million**, comprising **$275.0 million** cash and **$228.0 million** in Class A common stock[118](index=118&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2021 financial performance, highlighting revenue growth, increased net loss from specific charges, and strengthened liquidity [Results of Operations](index=31&type=section&id=Results%20of%20Operations) Analyzes the company's operational performance, detailing revenue drivers, expense changes, and factors impacting net loss for Q1 2021 - Total revenue increased by **$8.1 million (20.4%)** to **$47.5 million** for Q1 2021, driven by new customers, existing customer growth, and acquisitions[135](index=135&type=chunk) - Acquisitions of Ventanex, cPayPlus, and CPS contributed approximately **$4.9 million** in incremental revenues during Q1 2021[135](index=135&type=chunk) - Selling, general and administrative expenses increased by **$5.1 million (28.0%)** due to business growth and higher software and technology costs[137](index=137&type=chunk) - The company incurred a **$5.9 million** loss on debt extinguishment and a **$9.1 million** loss on interest rate swap settlement during the quarter[142](index=142&type=chunk)[145](index=145&type=chunk) [Non-GAAP Financial Measures](index=33&type=section&id=Non-GAAP%20Financial%20Measures) Presents non-GAAP financial measures, including Adjusted EBITDA and Adjusted Net Income, for additional performance insights Non-GAAP Financial Measures (in USD) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Net (loss) | $(17,981,000) | $(13,182,000) | | Adjusted EBITDA | $20,460,000 | $17,350,000 | | Adjusted Net Income | $15,140,000 | $12,364,000 | | Adjusted Net Income per share | $0.18 | $0.18 | - Adjusted EBITDA increased by **17.9%** year-over-year, Adjusted Net Income grew by **22.4%**, while net loss attributable to the company increased by **52.9%** to **$15.8 million**[162](index=162&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's ability to meet financial obligations, detailing cash position, borrowing capacity, and financing activities - As of March 31, 2021, the company held **$390.9 million** in cash and cash equivalents, with **$125.0 million** available borrowing capacity under its Amended Credit Agreement[167](index=167&type=chunk) - Net cash provided by financing activities totaled **$304.4 million** for Q1 2021, primarily from equity offering proceeds and 2026 Convertible Senior Notes issuance, offset by debt repayments[174](index=174&type=chunk) - In January 2021, the company issued **$440.0 million** in 0.00% Convertible Senior Notes due 2026, using proceeds to prepay outstanding term loans[178](index=178&type=chunk)[181](index=181&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Details market risks, focusing on interest rate risk from debt, the settlement of interest rate swaps, and the potential impact of LIBOR phase-out - The company faces market risk from interest rate changes on its debt, holding **$427.3 million** in convertible senior debt as of March 31, 2021[191](index=191&type=chunk) - The company's two interest rate swap agreements, hedging **$205.0 million** of its previous term loan, were settled as of March 31, 2021[192](index=192&type=chunk) - The planned phase-out of LIBOR by end of 2021 could unpredictably affect interest payment obligations under the Amended Credit Agreement[194](index=194&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective due to a material weakness in warrant accounting, leading to restatement and ongoing remediation - Disclosure controls and procedures were deemed ineffective as of March 31, 2021, by the CEO and CFO[197](index=197&type=chunk) - Ineffectiveness stemmed from a material weakness in internal control over financial reporting regarding warrant accounting, necessitating financial statement restatement[197](index=197&type=chunk)[198](index=198&type=chunk) - Remediation efforts include an improved review process for complex securities, enhanced access to accounting literature, and third-party professional consultation[198](index=198&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is not party to any pending legal proceedings expected to materially adversely affect its business or financial condition - The company does not anticipate any currently pending legal proceeding will materially adversely affect its business[200](index=200&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the amended Annual Report on Form 10-K - No material changes to risk factors disclosed in the amended Annual Report on Form 10-K for December 31, 2020, have occurred[201](index=201&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details the withholding of 72,417 Class A common shares from employees to satisfy tax obligations for restricted stock awards in Q1 2021 Unregistered Sales of Equity Securities (Shares and USD) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | January 1-31, 2021 | 5,269 | $11.98 | | February 1-28, 2021 | 4,978 | $11.98 | | March 1-31, 2021 | 62,170 | $16.77 | | **Total Q1 2021** | **72,417** | **$16.09** | - Shares were withheld to satisfy employees' tax withholding and payment obligations for vesting restricted stock awards[203](index=203&type=chunk) [Defaults Upon Senior Securities](index=42&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[204](index=204&type=chunk) [Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - This disclosure item is not applicable to the company[205](index=205&type=chunk) [Other Information](index=42&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this period - No other information was reported for this period[206](index=206&type=chunk) [Exhibits](index=42&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the quarterly report, including corporate governance documents, convertible notes indenture, and officer certifications - The report includes exhibits such as the Indenture for the 0.00% Convertible Senior Notes due 2026 and the Amended and Restated Revolving Credit Agreement[209](index=209&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer under Sarbanes-Oxley Act Sections 302 and 906 are filed[209](index=209&type=chunk)[210](index=210&type=chunk)

REP Realtime Electronic Payments REPAY Q4 20 / FY20 Earnings Supplement March 2021 Disclaimer 1 On July 11, 2019 (the "Closing Date"), Thunder Bridge Acquisition Ltd. ("Thunder Bridge") and Hawk Parent Holdings LLC ("Hawk Parent") completed their prev iously announced business combination under which Thunder Bridge acquired Hawk Parent, upon which Thunder Bridge changed its name to Repay Holdings Corporation ("REPAY" or the "Company "). Unless otherwise indicated, inf ormation prov ided in this presentation ...

Repay Holdings Corporation (NASDAQ:RPAY) Q4 2020 Results Conference Call March 1, 2021 5:00 PM ET Company Participants John Morris - Co-Founder and CEO Tim Murphy - CFO Conference Call Participants Ramsey El-Assal - Barclays Peter Heckmann - Davidson Andrew Jeffrey - Truist Securities Bob Napoli - William Blair Timothy Chiodo - Credit Suisse Sanjay Sakhrani - KBW Joseph Vafi - Canaccord James Faucette - Morgan Stanley Mike Grondahl - Northland Securities Tim Willi - Wells Fargo Operator Greetings, and welco ...

Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Exact name of Registrant as specified in its Charter) Delaware 98-1496050 (State or other jurisdiction of incorporation or org ...

REPAY® Realtime Electronic Payments Investor Presentation November 2020 Disclaimer 1 On July 11, 2019 (the "Closing Date"), Thunder Bridge Acquisition Ltd. ("Thunder Bridge") and Hawk Parent Holdings LLC ("Hawk Parent") completed their previously announced business combination under which Thunder Bridge acquired Hawk Parent, upon which Thunder Bridge changed its name to Repay Holdings Corporation ("REPAY" or the "Company"). Unless otherwise indicated, information provided in this presentation (a) that relat ...

REPAY Realtime Electronic Payments REPAY Q3 20 Earnings Supplement November 2020 Disclaimer 1 On July 11, 2019 (the "Closing Date"), Thunder Bridge Acquisition Ltd. ("Thunder Bridge") and Hawk Parent Holdings LLC ("Hawk Parent") completed their previously announced business combination under which Thunder Bridge acquired Hawk Parent, upon which Thunder Bridge changed its name to Repay Holdings Corporation ("REPAY" or the "Company"). Unless otherwise indicated, information provided in this presentation that ...

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 September 30, 2020 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 ...

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 June 30, 2020 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 juris ...

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, 2020 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 ...