ATLANTA--(BUSINESS WIRE)--Aug. 1, 2024-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced that the Company will attend the Wells Fargo Annual FinTech, Information & Business Services Forum in Newport, RI on Wednesday, August 21, 2024.
Alex Cohen, EVP of Corporate Strategy & Development, and Stewart Grisante, Head of Investor Relations, will be hosting investor meetings. If you would like to request a meeting, please reach out to the Wells Fargo conference team.
About REPAY
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240801137850/en/
Investor Relations Contact for REPAY:
ir@repay.com
Media Relations Contact for REPAY:
Kristen Hoyman
(404) 637-1665
khoyman@repay.com
Source: Repay Holdings Corporation
ATLANTA--(BUSINESS WIRE)--Jul. 25, 2024-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced that the Company will host a conference call to discuss second quarter 2024 financial results on Thursday, August 8, 2024 at 5:00pm ET. A press release with second quarter 2024 financial results will be issued after the market closes that same day.
The conference call will be webcast live from the Company's investor relations website at https://investors.repay.com/ under the “Events” section. The conference call can also be accessed live over the phone by dialing (877)-407-3982, or for international callers (201)-493-6780. A replay will be available two hours after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13747074. The replay will be available until Thursday, August 22, 2024. An archive of the webcast will be available at the same location on the website shortly after the call has concluded.
About REPAY
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240725966169/en/
Investor Relations Contact for REPAY:
ir@repay.com
Media Relations Contact for REPAY:
Kristen Hoyman
(404) 637-1665
khoyman@repay.com
Source: Repay Holdings Corporation
Technology integration allows mortgage lenders to meet borrowers’ preferences for payment convenience
ATLANTA--(BUSINESS WIRE)--Jul. 18, 2024-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY”), a leading provider of vertically-integrated payment solutions, today announced a technology integration with ICE Mortgage Technology, a leading global provider of technology and data, that will allow mortgage servicers to accept debit card payments from borrowers. This enhancement allows mortgage servicers to provide borrowers with faster, more secure payment options, improving the overall borrower experience, lender-borrower relationships and operational efficiency.
REPAY’s integration allows borrowers to make mortgage payments via debit card throughServicing DigitalTM, ICE’s innovative, customer-centric solution designed to help servicers improve retention and more easily establish continuous customer engagement. Debit card acceptance provides a seamless, secure payment option that is more convenient than traditional paper check or wire transfer payment methods and allows funds to be immediately pulled from the borrower’s account and posted to the mortgage servicer, providing real-time payment confirmation to all parties.
Debit card acceptance capabilities expand payment options for borrowers, allowing them to make payments during month-end and grace periods, which enhances their overall ability to manage finances efficiently. This feature also improves the resolution of collection accounts by increasing the ability to promptly address them, and it reduces the need for slower and often costlier methods like wires or overnight payments. The faster processing times and immediate posting of funds into the ICE MSP® servicing system minimize the risk of late fees and improve overall borrower satisfaction. Additionally, lenders can leverage stored payment data for future transactions while ensuring compliance with the Payment Card Industry Data Security Standard (PCI DSS).
“Providing borrowers with the ability to make secure debit card payments at their convenience benefits all stakeholders by improving payment experiences and accounting processes,” said Jeffrey Osheka, SVP, Mortgage Vertical Leader at REPAY. “Our integrated payment capabilities and modern technology will help strengthen the relationships between mortgage servicers and their customers.”
About REPAY
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.
Investor Relations Contact for REPAY:
IR@repay.com
Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com
Servicing Digital allows servicers to integrate third-party products and services within the application. ICE does not own, control, nor endorse any specific industry participant or the product/service provided. Loan originators and servicers are responsible for vetting, selecting, and contracting with the providers of their choosing.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240718458198/en/
Investor Relations Contact for REPAY:
IR@repay.com
Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com
Source: Repay Holdings Corporation
ATLANTA--(BUSINESS WIRE)--Jul. 10, 2024-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced the closing of an undrawn $250 million senior secured revolving credit facility. The revolving credit facility renews and expands the Company’s prior undrawn $185 million senior secured revolving credit facility.
John Morris, Co-founder and CEO of REPAY, said, “We are pleased to successfully extend and upsize our revolving credit facility, which in addition to our recently completed convertible notes offering, is intended to provide REPAY with financial flexibility to continue focusing on profitable growth and cash generation.”
Truist Securities, Inc. acted as lead arranger, and Truist Bank will serve as the administrative agent for the revolving credit facility.
About REPAY
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.
Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future performance and other statements identified by words such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook" or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control, including, without limitation, the factors described in REPAY’s reports filed with the SEC. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240709459996/en/
Investor Relations Contact for REPAY:
ir@repay.com
Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com
Source: REPAY
ATLANTA--(BUSINESS WIRE)--Jul. 8, 2024-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced the successful closing of its offering of $287.5 million aggregate principal amount of its 2.875% convertible senior notes due 2029 (the “Convertible Notes”), which includes the exercise in full of the $27.5 million principal amount option granted to the initial purchasers of the Convertible Notes.
John Morris, Co-founder and CEO of REPAY, said, “We are pleased to successfully close this important financing for the Company, and we greatly appreciate the tremendous support from both existing and new investors. The transaction fortifies our balance sheet by addressing $220.0 million principal amount of our 2026 maturities, while providing us with financial flexibility to continue focusing on profitable growth and cash generation.”
“We designed this transaction to minimize the future dilution for our shareholders," said Tim Murphy, CFO of REPAY. "Our repurchase of approximately 3.9 million shares concurrently with the offering and our commitment to repay the principal amount of the new Convertible Notes in cash are expected to further reduce potential share dilution even beyond the $20.42 capped call strike price."
Overview of the Transaction:
- Offering Size: $287.5 million aggregate principal amount, including the full exercise of the initial purchasers' $27.5 million principal amount option
- Interest Rate: 2.875% per annum, payable semiannually, beginning on January 15, 2025
- Initial Conversion Rate: 76.8182 shares of the Company’s Class A common stock (the “common stock”) per $1,000 principal amount of Convertible Notes
- Initial Conversion Price: Approximately $13.02 per share, representing a premium of approximately 27.5% over the closing price of the common stock on July 2, 2024
- Capped Call Cap Price: Initially set at $20.42 which represents a 100% premium over the closing price of the common stock on July 2, 2024
Uses of Net Proceeds:
- Repurchase of 2026 Convertible Senior Notes: Approximately $200.0 million of the net proceeds, combined with approximately $5.1 million of cash on hand, were used to repurchase $220.0 million in aggregate principal amount of the Company’s outstanding convertible senior notes due 2026
- Capped Call Transactions: Approximately $39.2 million of the net proceeds were used to fund the cost of the capped call transactions
- Share Repurchase: Approximately $40.0 million of the net proceeds were used to repurchase approximately 3.9 million shares of the common stock
The Convertible Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offer and sale of the Convertible Notes and any shares of common stock issuable upon conversion of the Convertible Notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold absent registration or except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the Convertible Notes, nor will there be any sale of the Convertible Notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
About REPAY
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about potential share dilution and other effects of the offering and the use of proceeds and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control, including, without limitation, the factors described in REPAY’s reports filed with the SEC. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240708068863/en/
Investor Relations Contact for REPAY:
ir@repay.com
Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com
Source: Repay Holdings Corporation
ATLANTA--(BUSINESS WIRE)--Jul. 2, 2024-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”) today announced that it intends to offer, subject to market and other conditions, $260 million aggregate principal amount of its convertible senior notes due 2029 (the “Convertible Notes”).
The Company also intends to grant to the initial purchasers of the Convertible Notes an option to purchase up to an additional $27.5 million aggregate principal amount of the Convertible Notes for settlement within a 13-day period beginning on, and including, the first day on which the Convertible Notes are issued.
The Company intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions described below and to use the remainder of the net proceeds from the offering to purchase a portion of its outstanding convertible senior notes due 2026 (the “2026 notes”) and shares of the Company’s Class A common stock (the “common stock”) as described below and for general corporate purposes.
In connection with the pricing of the Convertible Notes, the Company expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the Convertible Notes or their respective affiliates and/or other financial institutions (the “option counterparties”). If the initial purchasers of the Convertible Notes exercise their option to purchase additional Convertible Notes, the Company expects to use a portion of the net proceeds from the sale of the additional Convertible Notes to enter into additional capped call transactions with the option counterparties.
The Convertible Notes will be senior unsecured obligations of the Company, and will accrue interest payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2025. The Convertible Notes will mature on July 15, 2029, unless earlier repurchased, redeemed or converted. Prior to April 15, 2029, the Convertible Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, the Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
The Convertible Notes will be convertible, on the terms set forth in the indenture governing the Convertible Notes, into cash up to the aggregate principal amount of the Convertible Notes to be converted and cash, shares of the common stock or a combination of cash and shares of the common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.
The Company may not redeem the Convertible Notes prior to July 20, 2027. The Company may redeem for cash all or any portion of the Convertible Notes, at its option, on or after July 20, 2027, if certain liquidity conditions are satisfied and if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
The capped call transactions are expected generally to reduce potential dilution to the common stock upon conversion of any Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap.
In connection with establishing their initial hedges of the capped call transactions, the Company expects the option counterparties or their respective affiliates to purchase shares of the common stock and/or enter into various derivative transactions with respect to the common stock concurrently with or shortly after the pricing of the Convertible Notes. This activity could increase (or reduce the size of any decrease in) the market price of the common stock or the Convertible Notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the common stock and/or purchasing or selling shares of the common stock or other securities of the Company in secondary market transactions following the pricing of the Convertible Notes and prior to the maturity of the Convertible Notes (and are likely to do so on each exercise date for the capped call transactions or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the Convertible Notes). This activity could also cause or avoid an increase or decrease in the market price of the common stock or the Convertible Notes, which could affect holders of the Convertible Notes’ ability to convert the Convertible Notes and, to the extent the activity occurs following conversion of the Convertible Notes or during any observation period related to a conversion of the Convertible Notes, it could affect the amount and value of the consideration that holders of the Convertible Notes will receive upon conversion of such Convertible Notes.
Contemporaneously with the pricing of the Convertible Notes, the Company expects to enter into one or more separate and individually negotiated transactions with one or more holders of the 2026 notes to use a portion of the net proceeds of the offering to repurchase a portion of the 2026 notes on terms to be negotiated with each holder of the 2026 notes. The terms of each note repurchase are anticipated to be individually negotiated with each holder of the 2026 notes and will depend on several factors, including the market price of the common stock and the trading price of the 2026 notes at the time of each such note repurchase. No assurance can be given as to how much, if any, of these 2026 notes will be repurchased or the terms on which they will be repurchased. The Company may also repurchase outstanding 2026 notes following completion of the offering. The Company is negotiating these repurchases through one of the initial purchasers or its affiliate, for which such initial purchaser or affiliate may receive a customary commission.
The Company expects that holders of the 2026 notes that sell their 2026 notes to it in any note repurchase transaction may enter into or unwind various derivatives with respect to the common stock and/or purchase or sell shares of the common stock in the market to hedge their exposure in connection with these transactions. In particular, the Company expects that many holders of the 2026 notes employ a convertible arbitrage strategy with respect to the 2026 notes and have a short position with respect to the common stock that they would close, through purchases of shares of the common stock and/or the entry into or unwind of economically equivalent derivatives transactions with respect to the common stock, in connection with the Company’s repurchase of their 2026 notes for cash. This activity could increase (or reduce the size of any decrease in) the market price of the common stock or the Convertible Notes at that time and could result in a higher effective conversion price for the Convertible Notes.
In addition, the Company intends to use a portion of the net proceeds from the offering to repurchase shares of the common stock. The Company expects to repurchase such shares from purchasers of the Convertible Notes in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate concurrently with the pricing of the Convertible Notes, and the Company expects the purchase price per share of the common stock repurchased in such transactions to equal the closing price per share of the common stock on the date the offering of the Convertible Notes is priced. The Company is negotiating these repurchases through one of the initial purchasers or its affiliate, for which such initial purchaser or affiliate may receive a customary commission. These repurchases could increase, or prevent a decrease in, the market price of the common stock or the Convertible Notes, which could result in a higher effective conversion price for the Convertible Notes.
The Convertible Notes and any shares of common stock issuable upon conversion of the Convertible Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Convertible Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of the Convertible Notes or common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About REPAY
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the timing and terms of the offering and the proposed use of proceeds and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control, including, without limitation, the factors described in REPAY’s reports filed with the SEC. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240702718373/en/
Investor Relations Contact for REPAY:
ir@repay.com
Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com
Source: Repay Holdings Corporation
Real-time tracking and streamlined payments serve to boost borrower-lender operations, experiences and relationships
ATLANTA--(BUSINESS WIRE)--Jun. 5, 2024-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY”), a leading provider of vertically-integrated payment solutions, today announced new enhancements to the company’s integration with partner CU*Answers, a 100% credit union-owned, Credit Union Service Organization (CUSO) that provides core processing solutions and services for hundreds of credit unions across the U.S. Various new features, including real-time payment posting and tracking, simplified sign-in capabilities, and streamlined loan payment modalities are designed to benefit both the members and business operations of credit unions utilizing CU*Answers’ CU*BASE platform.
As an integrated partner, REPAY enables CU*Answers’ wide network of credit union clients to streamline processing efficiencies by securely accepting ACH and card payments via web, mobile, Interactive Voice Response (IVR) or text. Offering a wide variety of payment modalities provides borrowers with options to make loan payments in the way that is most convenient for them and enhances the overall member experience.
Regardless of payment method, REPAY’s integrated platform tracks, logs and posts payment data to the CU*BASE core platform. Real-time posting is designed to ensure payment updates and information are reflected in credit unions’ records immediately after a payment is submitted, mitigating the risk of invalid penalties and unnecessary collection efforts that are triggered for past-due payments. This not only smooths accounting processes for credit unions, but also supports better relationships with members due to improved trust and communication.
“When borrowers are provided with the opportunity to make secure, speedy payments in the method and time that is most convenient to them, all stakeholders benefit from better payment experiences,” said Jake Moore, EVP, Consumer Payments, REPAY. “These improvements to our integration with CU*Answers will enable credit unions and their members to increase trust and communication, ultimately forging better relationships thanks to modern payment technology capabilities.”
Single Sign-On (SSO) capabilities further serve to benefit borrower-lender relationships by streamlining the digital payment experience for credit union members. SSO enables members to access REPAY’s payment portal directly through CU*Answers’ It’s Me 247 Online Banking platform without re-entering their login credentials, which increases the speed and convenience of the payment process. Authenticating users with SSO functionality also protects members by reducing opportunities for incidents that could impact the security of login credentials and financial information.
“We are constantly refining and upgrading the ability of our platform to support our credit union clients’ collection operations and help them meet member demands,” said Geoff Johnson, CEO of CU*Answers. “The integration with REPAY helps us to achieve those goals, and we are proud to offer these new benefits to our customers in collaboration with the REPAY team.”
About REPAY
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.
About CU*Answers, Inc.
CU*Answers offers expertise in implementing technical solutions to operational needs, and is a leader in helping credit unions form strategic alliances and partnerships. CU*Answers provides a wide variety of services for credit unions including its flagship CU*BASE® processing system (online and in-house) and Internet development services featuring It’s Me 247 online and mobile banking. Additional services include web development, network design and security, and image check processing. Founded 50 years ago, CU*Answers is a 100% credit union-owned cooperative CUSO providing services to credit unions representing nearly 2 million members and over $21 billion in credit union assets. For more information, visit www.cuanswers.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240605703996/en/
Investor Relations Contact for REPAY:
IR@repay.com
Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com
Source: Repay Holdings Corporation
Corelation recognizes REPAY as a KeyBridge Certified partner, validating best practices and security standards
ATLANTA--(BUSINESS WIRE)--May 16, 2024-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY”), a leading provider of vertically-integrated payment solutions, today announced that the company has achieved Certified Integration Partner status with Corelation, a leading and innovative core processor for credit unions. By further leveraging REPAY’s integration with Corelation’s KeyStone platform, credit unions can simplify operations, streamline payment processing and surpass member expectations.
Continued success with Corelation has earned REPAY recognition as a KeyBridge Certified partner, meaning clients can rest assured that REPAY’s integration with Corelation is utilizing best practices for the KeyBridge API, which provides third-party solution capabilities to KeyStone users directly through the core utility platform. Through REPAY’s partnership with Corelation, members of credit unions that leverage KeyStone can make omni-channel payments via an online portal, text, mobile and IVR. Payment data is then posted back to Corelation in real time, streamlining operations and providing real-time loan and payment information to credit union staff and members. Payment tokenization and encryption offer enhanced security and reduce the risk of fraud while allowing members to securely store payment information for future transactions.
“We are very pleased to become a KeyBridge Certified partner, and we’re excited about what this will mean for financial institutions down the road,” said Jake Moore, EVP, Consumer Payments, REPAY. “Flexibility in payment methodology and modality are critical to the success of financial institutions in today’s competitive landscape, but credit unions also need to be sure their solutions are utilizing best practices for security. With this certification, credit unions can feel confident in REPAY’s ability to deliver seamless payment experiences to their members.”
“We are proud to add REPAY to our lineage of successful KeyBridge Certified partners,” said Tim Maron, Chief Revenue Officer of Corelation. “Our recognition of REPAY is a direct reflection of REPAY’s dedicated efforts to working closely with our team to deliver a fully integrated solution that meets the needs of credit unions. Given REPAY's proficiency in digital payments and our expertise in the credit union space, we believe we have a prosperous partnership ahead of us.”
About REPAY
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses. For more information, visit www.repay.com.
About Corelation
Based in San Diego, CA, Corelation is the innovative core processor for today’s credit union. This solution is a person-centric system that empowers credit unions to offer the best member service possible, enhancing their value for member attraction and retention. In terms of industry experience, Corelation’s staff has dedicated their careers to creating core systems and providing unparalleled client service. For more information, visit www.corelationinc.com.
Contacts
Investor Relations Contact for REPAY:
IR@repay.com
Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com
ATLANTA--(BUSINESS WIRE)--Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today announced that the Company will host a conference call to discuss first quarter 2024 financial results on Thursday, May 9, 2024 at 5:00pm ET. A press release with first quarter 2024 financial results will be issued after the market closes that same day.
The conference call will be webcast live from the Company's investor relations website at https://investors.repay.com/ under the “Events” section. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available two hours after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13745435. The replay will be available until Thursday, May 23, 2024. An archive of the webcast will be available at the same location on the website shortly after the call has concluded.
About REPAY
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.
Contacts
Investor Relations for REPAY:
ir@repay.com
Media Relations Contact for REPAY:
Kristen Hoyman
(404) 637-1665
khoyman@repay.com
Gross Profit Growth of 2% in Q4 and 6% Full Year 2023
Normalized Organic Gross Profit Growth1 of 13% in Q4 and 13% for Full Year 2023
Provides 2024 Outlook for Acceleration in Free Cash Flow Conversion
ATLANTA--(BUSINESS WIRE)--Feb. 29, 2024-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today reported financial results for its fourth quarter and full year ended December 31, 2023.
Fourth Quarter 2023 Financial Highlights
| ($ in millions) | Q4 2022 | Q1 2023 | Q2 2023 | Q3 2023 | Q4 2023 | YoY Change |
| Card payment volume | $6,611.8 | $6,591.3 | $6,254.4 | $6,401.3 | $6,421.0 | (3%) |
| Revenue | 72.7 | 74.5 | 71.8 | 74.3 | 76.0 | 5% |
| Gross profit (1) | 57.8 | 56.6 | 54.9 | 56.7 | 58.7 | 2% |
| Net loss (2) | (8.2) | (27.9) | (5.3) | (6.5) | (77.7) | - |
| Adjusted EBITDA (3) | 36.0 | 31.2 | 30.3 | 31.9 | 33.5 | (7%) |
| (1) | Gross profit represents revenue less costs of services (exclusive of depreciation and amortization). | |
| (2) | During the fourth quarter of 2023, Net loss was impacted by a $75.7 million goodwill impairment loss. Further information about this non-cash impairment loss can be found in our Annual Report on Form 10-K for the year ended December 31, 2023. | |
| (3) | Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” and the reconciliation of Adjusted EBITDA to its most comparable GAAP measure provided below for additional information. | |
“We closed out the year seeing the continued demand from existing clients adopting more payment capabilities, and new clients demonstrating the need for our powerful payment technology. REPAY delivered solid performance in the fourth quarter, with normalized organic revenue and gross profit growth1 of 14% and 13%, respectively,” said John Morris, CEO of REPAY. We have become a one-stop platform to optimize payment streams and are consistently working to capture new payment flows while enhancing client relationships with many value-added services.”
Fourth Quarter 2023 Business Highlights
The Company's achievements in the quarter, including those highlighted below, reinforce management's belief in the ability of the Company to drive durable and sustained growth across REPAY's diversified business model.
- 13% year-over-year normalized organic gross profit growth1 in Q4
- Consumer Payments organic gross profit growth1 of approximately 13% year-over-year
- Business Payments normalized organic gross profit growth1 of approximately 25% year-over-year
- Accelerated AP supplier network to over 261,000, an increase of over 60% year-over-year
- Added five new integrated software partners to bring the total to 262 software relationships as of the end of the full year
- Increased instant funding transactions by approximately 45% year-over-year in Q4 and 50% for the full year
- The Company now serves over 276 Credit Unions, an increase of approximately 15% year-over-year
1 Normalized organic revenue growth, organic gross profit growth and normalized organic gross profit growth are non-GAAP financial measures. See “Non-GAAP Financial Measures” and the reconciliation to their most comparable GAAP measure provided below for additional information.
Segments
The Company reports its financial results based on two reportable segments.
Consumer Payments –The Consumer Payments segment provides payment processing solutions (including debit and credit card processing, Automated Clearing House (“ACH”) processing and other electronic payment acceptance solutions, as well as REPAY’s loan disbursement product) that enable its clients to collect payments and disburse funds to consumers and includes its clearing and settlement solutions (“RCS”). RCS is REPAY’s proprietary clearing and settlement platform through which it markets customizable payment processing programs to other ISOs and payment facilitators. The strategic vertical markets served by the Consumer Payments segment primarily include personal loans, automotive loans, receivables management, credit unions, mortgage servicing, consumer healthcare and diversified retail.
Business Payments –The Business Payments segment provides payment processing solutions (including accounts payable automation, debit and credit card processing, virtual credit card processing, ACH processing and other electronic payment acceptance solutions) that enable REPAY’s clients to collect or send payments to other businesses. The strategic vertical markets served within the Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, media, homeowner association management and hospitality.
Segment Card Payment Volume, Revenue, Gross Profit, and Gross Profit Margin
| Three Months Ended December 31, | Year Ended December 31, | |||||
| ($ in thousand) | 2023 (Unaudited) | 2022 (Unaudited) | % Change | 2023 | 2022 | % Change |
| Card payment volume | ||||||
| Consumer Payments | $5,361,683 | $5,009,527 | 7% | $21,419,047 | $20,156,495 | 6% |
| Business Payments | 1,059,276 | 1,602,295 | (34%) | 4,248,916 | 5,482,359 | (22%) |
| Total card payment volume | $6,420,959 | $6,611,822 | (3%) | $25,667,963 | $25,638,854 | 0% |
| Revenue | ||||||
| Consumer Payments | $71,124 | $64,300 | 11% | $275,708 | $248,191 | 11% |
| Business Payments | 9,850 | 12,334 | (20%) | 38,058 | 42,600 | (11%) |
| Elimination of intersegment revenues | (4,987} | (3,961) | (17,139) | (11,564) | ||
| Total revenue | $75,987 | $72,673 | 5% | $296,627 | $279,227 | 6% |
| Gross profit (1) | ||||||
| Consumer Payments | $56,168 | $53,090 | 6% | $216,096 | $195,542 | 11% |
| Business Payments | 7,545 | 8,648 | (13%) | 27,967 | 30,423 | (8%) |
| Elimination of intersegment revenues | (4,987) | (3,961) | (17,139) | (11,564) | ||
| Total gross profit | $58,726 | $57,777 | 2% | $226,924 | $214,401 | 6% |
| Total gross profit margin (2) | 77% | 80% | 77% | 77% |
| (1) | Gross profit represents revenue less costs of services (exclusive of depreciation and amortization). | |
| (2) | Gross profit margin represents total gross profit / total revenue. |
2024 Outlook
“In 2024, we expect Adjusted EBITDA to grow faster than gross profit, and we also expect to reduce capital expenditures, leading to an acceleration of cash conversion,” said Tim Murphy, CFO of REPAY. “We expect Free Cash Flow Conversion to improve throughout 2024 as we realize the benefits from investments we’ve made in sales, product, and technology over the past several years. We have always focused on profitable growth, refining processes across the business where we can scale through automation while also maintaining investments towards innovation.”
REPAY expects the following financial results for full year 2024.
| Full Year 2024 Outlook | |
| Revenue | $314 - 320 million |
| Gross Profit | $245 - 250 million |
| Adjusted EBITDA | $139 - 142 million |
| Free Cash Flow Conversion | ~ 60% |
REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as forecasted 2024 Adjusted EBITDA and Free Cash Flow Conversion, to the most directly comparable GAAP financial measure, because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have a significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading.
Conference Call
REPAY will host a conference call to discuss fourth quarter and full year 2023 financial results today, February 29, 2024 at 5:00 pm ET. Hosting the call will be John Morris, CEO, and Tim Murphy, CFO. The call will be webcast live from REPAY’s investor relations website at https://investors.repay.com/investor-relations. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13743368. The replay will be available at https://investors.repay.com/investor-relations.
Non-GAAP Financial Measures
This report includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as loss on business disposition, non-cash change in fair value of contingent consideration, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs and other non-recurring charges. Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, loss on business disposition, non-cash charges and/or non-recurring charges, such as non-cash change in fair value of contingent consideration, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding units exchangeable for shares of Class A common stock) for the three months and years ended December 31, 2023 and 2022 (excluding shares subject to forfeiture). Normalized organic revenue growth is a non-GAAP financial measure that represents year-on-year revenue growth that excludes incremental revenue attributable to acquisitions, dispositions and REPAY’s media payments business related to the cyclical political media spending in the applicable prior period or any subsequent period. Organic gross profit growth is a non-GAAP financial measure that represents year-on-year gross profit growth that excludes incremental gross profit attributable to acquisitions and divestitures made in the applicable prior period or any subsequent period. Normalized organic gross profit growth is a non-GAAP financial measure that represents year-on-year organic gross profit growth that excludes incremental gross profit attributable to REPAY’s media payments business related to the cyclical political media spending in the applicable prior period or any subsequent period. Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. REPAY believes that Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per share, normalized organic revenue growth, organic gross profit growth, normalized organic gross profit growth, Free Cash Flow and Free Cash Flow Conversion provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP.
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “guidance,” “will likely result,” “are expected to,” “will continue,” “should,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, REPAY’s 2024 outlook and other financial guidance, expected demand on REPAY’s product offering, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities, and REPAY’s business strategy and the plans and objectives of management for future operations. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control.
In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2023, and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls.
Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
About REPAY
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.
Consolidated Statements of Operations
| Three Months ended December 31, | Year ended December 31, | |||||||||||||||
| ($ in thousands, except per share data) | 2023 (Unaudited) | 2022 (Unaudited) | 2023 | 2022 | ||||||||||||
| Revenue | $75,987 | $72,673 | $296,627 | $279,227 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Costs of services (exclusive of depreciation and amortization shown separately below) | $17,261 | $14,896 | $69,703 | $64,826 | ||||||||||||
| Selling, general and administrative | 36,679 | 41,682 | 148,653 | 149,061 | ||||||||||||
| Depreciation and amortization | 24,711 | 25,309 | 103,857 | 107,751 | ||||||||||||
| Change in fair value of contingent consideration | — | 990 | — | (3,300) | ||||||||||||
| Loss on business disposition | — | — | 10,027 | — | ||||||||||||
| Impairment loss | 75,750 | 8,090 | 75,800 | 8,090 | ||||||||||||
| Total operating expenses | $154,401 | $90,967 | $408,040 | $326,428 | ||||||||||||
| Loss from operations | ($78,414) | ($18,294) | ($111,413) | ($47,201) | ||||||||||||
| Interest (expense) income, net | 365 | (1,117) | (1,048) | (4,245) | ||||||||||||
| Change in fair value of tax receivable liability | (2,903) | 11,390) | (6,619) | 66,871 | ||||||||||||
| Other (loss) income | (145) | (384) | (455) | (510) | ||||||||||||
| Total other income (expense) | (2,683) | 9,889 | (8,122) | 62,116 | ||||||||||||
| Income (loss) before income tax benefit (expense) | (81,097) | (8,405) | (119,535) | 14,915 | ||||||||||||
| Income tax benefit (expense) | 3,423 | 240 | 2,115 | (6,174) | ||||||||||||
| Net income (loss) | ($77,674) | ($8,165) | ($117,420) | $8,741 | ||||||||||||
| Net loss attributable to non-controlling interest | (4,387) | (1,493) | (6,930) | (4,095) | ||||||||||||
| Net income (loss) attributable to the Company | ($73,287) | ($6,672) | ($110,490) | $12,836 | ||||||||||||
| Weighted-average shares of Class A common stock outstanding - basic | 91,206,870 | 88,519,236 | 90,048,638 | 88,792,453 | ||||||||||||
| Weighted-average shares of Class A common stock outstanding - diluted | 91,206,870 | 88,519,236 | 90,048,638 | 110,671,731 | ||||||||||||
| Income (loss) per Class A share - basic | ($0.80) | ($0.08) | ($1.23) | $0.14 | ||||||||||||
| Income (loss) per Class A share - diluted | ($0.80) | ($0.08) | ($1.23) | $0.12 | ||||||||||||
Consolidated Balance Sheets
| ($ in thousands) | December 31, 2023 | December 31, 2022 | ||||||
| Assets | ||||||||
| Cash and cash equivalents | $118,096 | $64,895 | ||||||
| Accounts receivable | 36,017 | 33,544 | ||||||
| Prepaid expenses and other | 15,209 | 18,213 | ||||||
| Total current assets | 169,322 | 116,652 | ||||||
| Property, plant and equipment, net | 3,133 | 4,375 | ||||||
| Restricted cash | 26,049 | 28,668 | ||||||
| Intangible assets, net | 447,141 | 500,575 | ||||||
| Goodwill | 716,793 | 827,813 | ||||||
| Operating lease right-of-use assets, net | 8,023 | 9,847 | ||||||
| Deferred tax assets | 146,872 | 136,370 | ||||||
| Other assets | 2,500 | 2,500 | ||||||
| Total noncurrent assets | 1,350,511 | 1,510,148 | ||||||
| Total assets | $1,519,833 | $1,626,800 | ||||||
| Liabilities | ||||||||
| Accounts payable | $22,030 | $21,781 | ||||||
| Related party payable | — | 1,000 | ||||||
| Accrued expenses | 32,906 | 29,016 | ||||||
| Current operating lease liabilities | 1,629 | 2,263 | ||||||
| Current tax receivable agreement | 580 | 24,454 | ||||||
| Other current liabilities | 318 | 3,593 | ||||||
| Total current liabilities | 57,463 | 82,107 | ||||||
| Long-term debt | 434,166 | 451,319 | ||||||
| Noncurrent operating lease liabilities | 7,247 | 8,295 | ||||||
| Tax receivable agreement, net of current portion | 188,331 | 154,673 | ||||||
| Other liabilities | 1,838 | 2,113 | ||||||
| Total noncurrent liabilities | 631,582 | 616,400 | ||||||
| Total liabilities | $689,045 | $698,507 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders' equity | ||||||||
| Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized, 92,220,494 issued and 90,803,984 outstanding as of December 31, 2023; 89,354,754 issued and 88,276,613 outstanding as of December 31, 2022 | 9 | 9 | ||||||
| Class V common stock, $0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of December 31, 2023 and 2022 | — | — | ||||||
| Treasury stock, 1,416,510 and 1,078,141 shares as of December 31, 2023 and December 31, 2022, respectively | (12,528) | (10,000) | ||||||
| Additional paid-in capital | 1,151,327 | 1,117,736 | ||||||
| Accumulated other comprehensive loss | (3) | (3) | ||||||
| Accumulated deficit | (323,670) | (213,180) | ||||||
| Total REPAY stockholders’ equity | 815,135 | 894,562 | ||||||
| Non-controlling interests | 15,653 | 33,731 | ||||||
| Total equity | $830,788 | $928,293 | ||||||
| Total liabilities and equity | $1,519,833 | $1,626,800 | ||||||
Consolidated Statements of Cash Flows
| Year Ended December 31, | ||||||||
| ($ in thousands) | 2023 | 2022 | ||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | ($117,420) | $8,741 | ||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 103,857 | 107,751 | ||||||
| Stock based compensation | 22,156 | 20,255 | ||||||
| Amortization of debt issuance costs | 2,847 | 2,834 | ||||||
| Loss on business disposition | 10,027 | — | ||||||
| Other loss | 238 | 245 | ||||||
| Fair value change in tax receivable agreement liability | 6,619 | (66,871) | ||||||
| Fair value change in contingent consideration | — | (3,300) | ||||||
| Impairment loss | 75,800 | 8,090 | ||||||
| Payments of contingent consideration in excess of acquisition date fair value | — | (8,896) | ||||||
| Deferred tax expense (benefit) | (3,594) | 4,192 | ||||||
| Change in accounts receivable | (3,986) | 696 | ||||||
| Change in prepaid expenses and other | 2,936 | (5,786) | ||||||
| Change in operating lease ROU assets | 1,328 | 653 | ||||||
| Change in accounts payable | (189) | 1,698 | ||||||
| Change in related party payable | — | (347) | ||||||
| Change in accrued expenses and other | 3,890 | 2,197 | ||||||
| Change in operating lease liabilities | (1,388) | (523) | ||||||
| Change in other liabilities | 493 | 2,594 | ||||||
| Net cash provided by operating activities | 103,614 | 74,223 | ||||||
| Cash flows from investing activities | ||||||||
| Purchases of property and equipment | (733) | (3,176) | ||||||
| Purchases of intangible assets | (13,545) | (2,750) | ||||||
| Capitalized software development costs | (50,083) | (33,615) | ||||||
| Proceeds from sale of business, net of cash retained | 40,273 | — | ||||||
| Net cash used in investing activities | (24,088) | (39,541) | ||||||
| Cash flows from financing activities | ||||||||
| Payments on long-term debt | (20,000) | — | ||||||
| Shares repurchased under Incentive Plan and ESPP | (1,891) | (2,657) | ||||||
| Treasury shares repurchased | (2,528) | (10,000) | ||||||
| Distributions to Members | (3,525) | (951) | ||||||
| Payments of contingent consideration up to acquisition date fair value | (1,000) | (3,851) | ||||||
| Net cash provided by (used in) financing activities | (28,944) | (17,459) | ||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | 50,582 | 17,223 | ||||||
| Cash, cash equivalents and restricted cash at beginning of period | $93,563 | $76,340 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $144,145 | $93,563 | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid during the year for: | ||||||||
| Interest | $1,024 | $1,540 | ||||||
Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA
For the Three Months Ended December 31, 2023 and 2022
(Unaudited)
| Three Months Ended December 31, | ||||||||
| ($ in thousands) | 2023 | 2022 | ||||||
| Revenue | $75,987 | $72,673 | ||||||
| Operating expenses | ||||||||
| Costs of services (exclusive of depreciation and amortization shown separately below) | $17,261 | $14,896 | ||||||
| Selling, general and administrative | 36,679 | 41,682 | ||||||
| Depreciation and amortization | 24,711 | 25,309 | ||||||
| Change in fair value of contingent consideration | — | 990 | ||||||
| Impairment loss | 75,750 | 8,090 | ||||||
| Total operating expenses | $154,401 | $90,967 | ||||||
| Loss from operations | ($78,414) | ($18,294) | ||||||
| Other (expense) income | ||||||||
| Interest (expense) income, net | 365 | (1,117) | ||||||
| Change in fair value of tax receivable liability | (2,903) | 11,390 | ||||||
| Other (loss) income | (145) | (384) | ||||||
| Total other income (expense) | (2,683) | 9,889 | ||||||
| Income (loss) before income tax benefit (expense) | (81,097) | (8,405) | ||||||
| Income tax benefit (expense) | 3,423 | 240 | ||||||
| Net income (loss) | ($77,674) | ($8,165) | ||||||
| Add: | ||||||||
| Interest expense (income), net | (365) | 1,117 | ||||||
| Depreciation and amortization (a) | 24,711 | 25,309 | ||||||
| Income tax (benefit) expense | (3,423) | (240) | ||||||
| EBITDA | ($56,751) | $18,021 | ||||||
| Non-cash change in fair value of contingent consideration (b) | — | 990 | ||||||
| Non-cash impairment loss (c) | 75,750 | 8,090 | ||||||
| Non-cash change in fair value of assets and liabilities (d) | 3,778 | (11,390) | ||||||
| Share-based compensation expense (e) | 5,899 | 5,990 | ||||||
| Transaction expenses (f) | 921 | 2,877 | ||||||
| Restructuring and other strategic initiative costs (g) | 3,372 | 3,705 | ||||||
| Other non-recurring charges (h) | 520 | 7,599 | ||||||
| Adjusted EBITDA | $33,489 | $35,882 | ||||||
Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA
For the Years Ended December 31, 2023 and 2022
(Unaudited)
| Year Ended December 31, | ||||||||
| ($ in thousands) | 2023 | 2022 | ||||||
| Revenue | $296,627 | $279,227 | ||||||
| Operating expenses | ||||||||
| Costs of services (exclusive of depreciation and amortization shown separately below) | $69,703 | $64,826 | ||||||
| Selling, general and administrative | 148,653 | 149,061 | ||||||
| Depreciation and amortization | 103,857 | 107,751 | ||||||
| Change in fair value of contingent consideration | — | (3,300) | ||||||
| Loss on business disposition | 10,027 | — | ||||||
| Impairment loss | 75,800 | 8,090 | ||||||
| Total operating expenses | $408,040 | $326,428 | ||||||
| Loss from operations | ($111,413) | ($47,201) | ||||||
| Interest (expense) income, net | (1,048) | (4,245) | ||||||
| Change in fair value of tax receivable liability | (6,619) | 66,871 | ||||||
| Other (loss) income | (455) | (510) | ||||||
| Total other income (expense) | (8,122) | 62,116 | ||||||
| Income (loss) before income tax benefit (expense) | (119,535) | 14,915 | ||||||
| Income tax benefit (expense) | 2,115 | (6,174) | ||||||
| Net income (loss) | ($117,420) | $8,741 | ||||||
| Add: | ||||||||
| Interest expense (income), net | 1,048 | 4,245 | ||||||
| Depreciation and amortization (a) | 103,857 | 107,751 | ||||||
| Income tax (benefit) expense | (2,115) | 6,174 | ||||||
| EBITDA | ($14,630) | $126,911 | ||||||
| Loss on business disposition (i) | 10,027 | — | ||||||
| Loss on extinguishment of debt (j) | — | — | ||||||
| Loss on termination of interest rate hedge (k) | — | — | ||||||
| Non-cash change in fair value of contingent consideration (b) | — | (3,300) | ||||||
| Non-cash impairment loss (c) | 75,800 | 8,090 | ||||||
| Non-cash change in fair value of assets and liabilities (d) | 7,494 | (66,871) | ||||||
| Share-based compensation expense (e) | 22,156 | 20,532 | ||||||
| Transaction expenses (f) | 8,523 | 18,993 | ||||||
| Restructuring and other strategic initiative costs (g) | 11,908 | 7,870 | ||||||
| Other non-recurring charges (h) | 5,528 | 12,294 | ||||||
| Adjusted EBITDA | $126,806 | $124,519 | ||||||
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income
For the Three Months Ended December 31, 2023 and 2022
(Unaudited)
| Three Months Ended December 31, | ||||||||
| ($ in thousands) | 2023 | 2022 | ||||||
| Revenue | $75,987 | $72,673 | ||||||
| Operating expenses | ||||||||
| Costs of services (exclusive of depreciation and amortization shown separately below) | $17,261 | $14,896 | ||||||
| Selling, general and administrative | 36,679 | 41,682 | ||||||
| Depreciation and amortization | 24,711 | 25,309 | ||||||
| Change in fair value of contingent consideration | — | 990 | ||||||
| Impairment loss | 75,750 | 8,090 | ||||||
| Total operating expenses | $154,401 | $90,967 | ||||||
| Loss from operations | ($78,414) | ($18,294) | ||||||
| Interest (expense) income, net | 365 | (1,117) | ||||||
| Change in fair value of tax receivable liability | (2,903) | 11,390 | ||||||
| Other (loss) income | (145) | (384) | ||||||
| Total other income (expense) | (2,683) | 9,889 | ||||||
| Income (loss) before income tax benefit (expense) | (81,097) | (8,405) | ||||||
| Income tax benefit (expense) | 3,423 | 240 | ||||||
| Net income (loss) | ($77,674) | ($8,165) | ||||||
| Add: | ||||||||
| Amortization of acquisition-related intangibles (l) | 20,969 | 19,549 | ||||||
| Non-cash change in fair value of contingent consideration (b) | — | 990 | ||||||
| Non-cash impairment loss (c) | 75,750 | 8,090 | ||||||
| Non-cash change in fair value of assets and liabilities(d) | 3,778 | (11,390) | ||||||
| Share-based compensation expense (e) | 5,899 | 5,990 | ||||||
| Transaction expenses (f) | 921 | 2,877 | ||||||
| Restructuring and other strategic initiative costs (g) | 3,372 | 3,705 | ||||||
| Other non-recurring charges (h) | 520 | 7,599 | ||||||
| Non-cash interest expense (m) | 712 | 712 | ||||||
| Pro forma taxes at effective rate (n) | (7,906) | (8,157) | ||||||
| Adjusted Net Income | $26,341 | $21,800 | ||||||
| Shares of Class A common stock outstanding (on an as-converted basis) (o) | 97,063,687 | 96,388,127 | ||||||
| Adjusted Net Income per share | $0.27 | $0.23 | ||||||
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income
For the Years Ended December 31, 2023 and 2022
(Unaudited)
| Year Ended December 31, | ||||||||
| ($ in thousands) | 2023 | 2022 | ||||||
| Revenue | $296,627 | $279,227 | ||||||
| Operating expenses | ||||||||
| Costs of services (exclusive of depreciation and amortization shown separately below) | $69,703 | $64,826 | ||||||
| Selling, general and administrative | 148,653 | 149,061 | ||||||
| Depreciation and amortization | 103,857 | 107,751 | ||||||
| Change in fair value of contingent consideration | — | (3,300) | ||||||
| Loss on business disposition | 10,027 | — | ||||||
| Impairment loss | 75,800 | 8,090 | ||||||
| Total operating expenses | $408,040 | $326,428 | ||||||
| Loss from operations | ($111,413) | ($47,201) | ||||||
| Interest (expense) income, net | (1,048) | (4,245) | ||||||
| Change in fair value of tax receivable liability | (6,619) | 66,871 | ||||||
| Other (loss) income | (455) | (510) | ||||||
| Total other income (expense) | (8,122) | 62,116 | ||||||
| Income (loss) before income tax benefit (expense) | (119,535) | 14,915 | ||||||
| Income tax benefit (expense) | 2,115 | (6,174) | ||||||
| Net income (loss) | ($117,420) | $8,741 | ||||||
| Add: | ||||||||
| Amortization of acquisition-related intangibles (l) | 81,642 | 89,473 | ||||||
| Loss on business disposition (i) | 10,027 | — | ||||||
| Loss on extinguishment of debt (j) | — | — | ||||||
| Loss on extinguishment of interest rate hedge (k) | — | — | ||||||
| Non-cash change in fair value of contingent consideration (b) | — | (3,300) | ||||||
| Non-cash impairment loss (c) | 75,800 | 8,090 | ||||||
| Non-cash change in fair value of assets and liabilities (d) | 7,494 | (66,871) | ||||||
| Share-based compensation expense (e) | 22,156 | 20,532 | ||||||
| Transaction expenses (f) | 8,523 | 18,993 | ||||||
| Restructuring and other strategic initiative costs (g) | 11,908 | 7,870 | ||||||
| Other non-recurring charges (h) | 5,528 | 12,294 | ||||||
| Non-cash interest expense (m) | 2,848 | 2,835 | ||||||
| Pro forma taxes at effective rate (n) | (23,564) | (18,871) | ||||||
| Adjusted Net Income | $84,942 | $79,786 | ||||||
| Shares of Class A common stock outstanding (on an as-converted basis) (o) | 96,850,559 | 96,684,629 | ||||||
| Adjusted Net Income per share | $0.88 | $0.83 | ||||||
Reconciliation of Operating Cash Flow to Free Cash Flow
For the Three Months and Years Ended December 31, 2023 and 2022
(Unaudited)
| Three Months ended December 31, | Year Ended December 31, | |||||||||||||||
| ($ in thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Net cash provided by operating activities | $34,863 | $21,831 | $103,614 | $74,223 | ||||||||||||
| Capital expenditures | ||||||||||||||||
| Cash paid for property and equipment | (183) | (553) | (733) | (3,176) | ||||||||||||
| Capitalized software development costs | (12,893) | (7,383) | (50,083) | (33,615) | ||||||||||||
| Total capital expenditures | (13,076) | (7,936) | (50,816) | (36,791) | ||||||||||||
| Free cash flow | $21,787 | $13,895 | $52,798 | $37,432 | ||||||||||||
| Free cash flow conversion (p) | 65% | 39% | 42% | 30% | ||||||||||||
Reconciliation of Revenue Growth to Organic Revenue Growth and Normalized Organic Revenue Growth
For the Year-over-Year Change Between the Three Months Ended December 31, 2023 and 2022
(Unaudited)
| Q4 YoY Change | |||||
| Total Revenue growth | 5% | ||||
| Less: Growth from acquisitions and dispositions | (5%) | ||||
| Organic revenue growth (q) | 10% | ||||
| Less: Growth from contributions related to political media | (4%) | ||||
| Normalized organic revenue growth (r) | 14% | ||||
Reconciliation of Gross Profit Growth to Organic Gross Profit Growth and Normalized Organic Gross Profit Growth by Segment
For the Year-over-Year Change Between the Three Months Ended December 31, 2023 and 2022
(Unaudited)
| Consumer Payments | Business Payments | Total | |||||||||||
| Gross profit growth | 6% | (13%) | 2% | ||||||||||
| Less: Growth from acquisitions and dispositions | (7%) | — | (6%) | ||||||||||
| Organic gross profit growth (s) | 13% | (13%) | 8% | ||||||||||
| Less: Growth from contributions related to political media | — | (38%) | (5%) | ||||||||||
| Normalized organic gross profit growth (t) | 13% | 25% | 13% | ||||||||||
Reconciliation of Gross Profit Growth to Organic Gross Profit Growth and Normalized Organic Gross Profit Growth
For the Year-over-Year Change Between the Years Ended December 31, 2023 and 2022
(Unaudited)
| FY 2023 YoY Change | |||||
| Gross profit growth | 6% | ||||
| Less: Growth from acquisitions and dispositions | (4%) | ||||
| Organic gross profit growth (s) | 10% | ||||
| Less: Growth from contributions related to political media | (3%) | ||||
| Normalized organic gross profit growth (t) | 13% | ||||
| (a) | See footnote (l) for details on amortization and depreciation expenses. | |
| (b) | Reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date. | |
| (c) | For the three months ended December 31, 2023, reflects non-cash goodwill impairment loss related to the Business Payments segment. In addition, for the year ended December 31, 2023, reflects non-cash impairment loss related to a trade name write-off of Media Payments. For the three months and the year ended December 31, 2022, reflects non-cash impairment loss related to trade names write-offs of BillingTree and Kontrol. | |
| (d) | For the three months and year ended December 31, 2023, reflects the changes in management’s estimates of (i) the fair value of the liability relating to the Tax Receivable Agreement, and (ii) non-cash insurance reserve. For the three months and year ended December 31, 2022, reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. | |
| (e) | Represents compensation expense associated with equity compensation plans. | |
| (f) | Primarily consists of (i) during the three months and year ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of Blue Cow Software, and (ii) during the three months and year ended December 31, 2022, professional service fees and other costs incurred in connection with the acquisitions of BillingTree, Kontrol Payables and Payix. | |
| (g) | Reflects costs associated with reorganization of operations, consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course during the three months and years ended December 31, 2023 and 2022. | |
| (h) | For the three months and year ended December 31, 2023, reflects payments made to third-parties in connection with an expansion of our personnel, franchise taxes and other non-income based taxes and one-time payments to certain partners. For the three months and year ended December 31, 2022, reflects one-time payments to certain clients and partners, payments made to third-parties in connection with a significant expansion of our personnel, franchise taxes and other non-income based taxes, other payments related to COVID-19 and non-cash rent expense. Beginning in the period ended December 31, 2023, no longer reflects non-cash rent expense. | |
| (i) | Reflects the loss recognized related to the disposition of Blue Cow. | |
| (j) | Reflects write-offs of debt issuance costs relating to Hawk Parent’s term loans. | |
| (k) | Reflects realized loss of REPAY's interest rate hedging arrangement which terminated in conjunction with the repayment of Hawk Parent’s term loans. | |
| (l) | For the three months and years ended December 31, 2023 and 2022, reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the business combination with Thunder Bridge, and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. See additional information below for an analysis of amortization expenses: |
| Three months ended December 31, | Year ended December 31, | |||||||||||||||
| ($ in thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Acquisition-related intangibles | $20,969 | $19,549 | $81,642 | $89,473 | ||||||||||||
| Software | 3,150 | 5,067 | 19,789 | 15,921 | ||||||||||||
| Amortization | $24,119 | $24,616 | $101,431 | $105,394 | ||||||||||||
| Depreciation | 592 | 693 | 2,426 | 2,357 | ||||||||||||
| Total Depreciation and amortization (1) | $24,711 | $25,309 | $103,857 | $107,751 | ||||||||||||
| (1) | Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions (see corresponding adjustments in the reconciliation of net income to Adjusted Net Income presented above). Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Amortization of intangibles that relate to past acquisitions will recur in future periods until such intangibles have been fully amortized. Any future acquisitions may result in the amortization of additional intangibles. | |
| (m) | Represents amortization of non-cash deferred debt issuance costs. | |
| (n) | Represents pro forma income tax adjustment effect associated with items adjusted above. | |
| (o) | Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of outstanding Post-Merger REPAY Units) for the three months and year ended December 31, 2023 and 2022. These numbers do not include any shares issuable upon conversion of the Company’s convertible senior notes due 2026. See the reconciliation of basic weighted average shares outstanding to the non-GAAP Class A common stock outstanding on an as-converted basis for each respective period below: | |
| Three Months Ended December 31, | Year Ended December 31, | |||||||
| 2023 | 2022 | 2023 | 2022 | |||||
| Weighted average shares of Class A common stock outstanding - basic | 91,206,870 | 88,519,236 | 90,048,638 | 88,792,453 | ||||
| Add: Non-controlling interests Weighted average Post-Merger REPAY Units exchangeable for Class A common stock | 5,856,817 | 7,868,891 | 6,801,921 | 7,892,176 | ||||
| Shares of Class A common stock outstanding (on an as-converted basis) | 97,063,687 | 96,388,127 | 96,850,559 | 96,684,629 | ||||
| (p) | Represents Free Cash Flow divided by Adjusted EBITDA. | |
| (q) | Represents year-on-year revenue growth that excludes incremental revenue attributable to acquisitions and dispositions made in the applicable prior period or any subsequent period. | |
| (r) | Represents year-on-year organic revenue growth that excludes incremental revenue attributable to REPAY’s media payments business related to the cyclical political media spending associated with the 2022 mid-term elections in the applicable prior period or any subsequent period. | |
| (s) | Represents year-on-year gross profit growth that excludes incremental gross profit attributable to acquisitions and dispositions made in the applicable prior period or any subsequent period. | |
| (t) | Represents year-on-year organic gross profit growth that excludes incremental gross profit attributable to REPAY’s media payments business related to the cyclical political media spending associated with the 2022 mid-term elections in the applicable prior period or any subsequent period. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20240228027217/en/
Investor Relations Contact for REPAY:
ir@repay.com
Media Relations Contact for REPAY:
Kristen Hoyman
(404) 637-1665
khoyman@repay.com
Source: Repay Holdings Corporation