10 unchanged sentences
We intend to continue to strategically target verticals where we believe our ability to tailor payment solutions to our client needs, our deep knowledge of our vertical markets and the embedded nature of our integrated payment solutions will drive strong growth by attracting new clients and fostering long-term client relationships.
−Removed: Since a significant portion of our revenue is derived from volume-based payment processing fees, card payment volume is a key operating metric that we use to evaluate our business.
−Removed: We processed approximately $25.7 billion of total card payment volume for the year ending December 31, 2023, and our year-over-year card payment volume growth was approximately 0.1%.
−Removed: This increase was the result of newly signed clients and the growth of our existing clients, partially offset by a decrease in our media payments business due to the cyclical political media spending associated with the 2022 mid-term elections in the prior period.
We report our financial results based on two reportable segments.
1 unchanged sentence
RCS is our proprietary clearing and settlement platform through which we market customizable payment processing programs to other ISOs and payment facilitators.
−Removed: Our Consumer Payments segment also previously included our BCS business, which was sold on February 15, 2023.
The strategic vertical markets served by our Consumer Payments segment primarily include personal loans, automotive loans, receivables management, credit unions, mortgage servicing, consumer healthcare and diversified retail.
Business Payments – Our 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 our clients to collect or send payments to other businesses.
−Removed: The strategic vertical markets served within our Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, HOA management and hospitality.
+Added: The strategic vertical markets served within our Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, media, HOA management and hospitality.
Macroeconomic Conditions
3 unchanged sentences
Some or all of these market factors have and could continue to adversely affect our payment volumes from the consumer loan market, the receivables management industry and consumer and commercial spending.
−Removed: The effect of these events on our financial condition, results of operations and cash flows is uncertain
−Removed: and cannot be predicted at this time.
+Added: The effect of these events on our financial condition, results of operations and cash flows is uncertain and cannot be predicted at this time.
Finally, the impact of all of these various events on our results in 2024 may not be necessarily indicative of their impact on our results in 2025.
Business Combination
−Removed: The Company was formed upon closing of the merger (the “Business Combination”) of Hawk Parent Holdings LLC (together with Repay Holdings, LLC and its other subsidiaries, “Hawk Parent”) with a subsidiary of Thunder Bridge Acquisition, Ltd., (“Thunder Bridge”), a special purpose acquisition company, on July 11, 2019.
+Added: The Company was formed upon closing of the merger (the “Business Combination”) of Hawk Parent Holdings LLC (together with Repay Holdings, LLC and its other subsidiaries, “Hawk Parent”) with a subsidiary of Thunder Bridge
+Added: Acquisition, Ltd., (“Thunder Bridge”), a special purpose acquisition company, on July 11, 2019.
On the closing of the Business Combination, Thunder Bridge changed its name to “Repay Holdings Corporation.”
20 unchanged sentences
Amortization expense for software development costs and purchased software is recognized on the straight-line method over a three-year estimated useful life, between eight to ten years estimated useful life for client relationships and channel relationships, and between two to five years estimated useful life for non-compete agreements.
−Removed: Interest (expense) income, net.
−Removed: Interest expense consists of interest paid in respect of our indebtedness under the Amended Credit Agreement.
+Added: Interest income.
Interest income consists of interest received on our cash and cash equivalents.
+Added: Interest expense.
+Added: Interest expense consists of interest paid in respect of our indebtedness under the convertible senior notes.
Change in fair value of tax receivable liability .
2 unchanged sentences
so, any change to the valuation of this liability is recognized through this line in other expense.
−Removed: The change in fair value can result from the redemption or exchange of Post-Merger Repay Units for Class A common stock of Repay Holdings Corporation, through accretion of the discounted fair value of the expected future cash payments, or changes to the discount rate, or Early Termination Rate, used to determine the fair value of the liability.
+Added: The change in fair value can result from the redemption or exchange of Post-Merger Repay Units for Class A common stock of Repay Holdings Corporation, through accretion of the discounted fair value of the expected future cash payments, or changes to the discount rate, also referred to as the Early Termination Rate, used to determine the fair value of the liability.
Results of Operations
10 unchanged sentences
Loss from operations
−Removed: Interest (expense) income, net
−Removed: Loss on extinguishment of debt
+Added: Other income (expense)
+Added: Interest income
+Added: Interest expense
+Added: Gain on extinguishment of debt
Change in fair value of tax receivable liability
−Removed: Other (loss) income
+Added: Other income (loss)
Total other income (expense)
10 unchanged sentences
Total revenue was $313.0 million for the year ended December 31, 2024 and $296.6 million for the year ended December 31, 2023, an increase of $16.4 million or 5.5%.
−Removed: This increase was the result of newly signed clients and the growth of our existing clients, partially offset by a decrease in our media payments business due to the cyclical political media spending associated with the 2022 mid-term elections in the prior period.
−Removed: For the year ended December 31, 2022, incremental revenues of approximately $8.6 million are attributable to BCS.
+Added: This increase was the result of newly signed clients, the growth of our existing clients and political media spending associated with the 2024 election cycle in our media payments business.
Costs of Services
Costs of services were $71.6 million for the year ended December 31, 2024 and $69.7 million for the year ended December 31, 2023, an increase of $1.9 million or 2.8%.
−Removed: This increase was the result of newly signed clients and the growth of our existing clients, partially offset by a decrease in our media payments business due to the cyclical political media spending associated with the 2022 mid-term elections in the prior period.
−Removed: For the year ended December 31, 2022, incremental costs of services of approximately $0.2 million are attributable to BCS.
+Added: This increase was the result of newly signed clients, the growth of our existing clients and political media spending associated with the 2024 election cycle in our media payments business.
Selling, General and Administrative
−Removed: Selling, general and administrative expenses were $148.7 million for the year ended December 31, 2023 and $149.1 million for the year ended December 31, 2022, a decrease of $0.4 million or 0.3%, primarily due to a $4.9 million decrease in legal expenses related to settlement payments to certain clients and partners in the prior year period and a $0.7 million decrease in transaction expenses, offset by a $1.9 million increase in equity compensation expense related to restricted shares and stock options granted and a $1.9 million increase in software and technological services expenses related to the integration of acquired businesses.
+Added: Selling, general and administrative expenses were $145.5 million for the year ended December 31, 2024 and $148.7 million for the year ended December 31, 2023, a decrease of $3.2 million or 2.1%, primarily due to a $3.0 million decrease in transaction expenses related to the disposition of BCS in the prior year period.
Depreciation and Amortization
Depreciation and amortization expenses were $103.7 million for the year ended December 31, 2024 and $103.9 million for year ended December 31, 2023, a decrease of $0.2 million or 0.1%.
−Removed: This decrease was driven by a significant component of capitalized software related to the Business Combination being fully amortized in the prior year, partially offset by additional amortization related to newly capitalized software.
+Added: This decrease was driven by a decrease in amortization of non-compete agreements.
Loss on Business Disposition
−Removed: We incurred a loss on business disposition of $10.0 million for the year ended December 31, 2023 related to the sale of BCS.
+Added: We incurred a loss on business disposition of $10.0 million for the year ended December 31, 2023 related to the sale of Blue Cow Software (“BCS”).
Impairment Loss
1 unchanged sentence
The fair value of the Business Payments reporting unit was primarily impacted by a change in the discount rate.
−Removed: We incurred an impairment loss of $8.1 million for the year ended December 31, 2022, due to trade names write-offs related to BillingTree, Kontrol and Payix.
−Removed: These trade names were strategically phased out, and service offerings are marketed under the REPAY name.
Intangible Assets and Note 9.
Goodwill for more information.
−Removed: Change in Fair Value of Contingent Consideration
−Removed: Change in the fair value of contingent consideration was $0 for the year ended December 31, 2023, due to all contingent considerations being settled in March 2023.
−Removed: Interest (Expense) Income, net
−Removed: Interest (expense) income, net was ($1.0) million for the year ended December 31, 2023, and included ($3.8) million of interest expense and $2.8 million of interest income.
−Removed: Interest (expense) income, net was ($4.2) million for the year ended December 31, 2022, and included ($4.4) million of interest expense and $0.2 million of interest income.
−Removed: Interest expense decreased by $0.6 million compared to the prior year period, due to a lower outstanding principal balance under our Amended Credit Agreement.
−Removed: Interest income increased by $2.6 million compared to the prior year period, due to higher average interest rates earned on our cash and cash equivalents.
+Added: Interest Income
+Added: Interest income was $6.0 million for the year ended December 31, 2024 and $2.8 million for the year ended December 31, 2023, an increase of $3.2 million, due to higher average interest rates earned on our cash and cash equivalents.
+Added: Interest Expense
+Added: Interest expense was $7.9 million for the year ended December 31, 2024 and $3.9 million for the year ended December 31, 2023, an increase of $4.0 million, due to a higher outstanding principal balance under the convertible senior notes.
+Added: Gain on Debt Extinguishment
+Added: We incurred a gain of $13.1 million on extinguishment of debt for the year ended December 31, 2024, due to the repurchase of $220.0 million of 2026 Notes principal and net of a write-off of debt issuance costs relating to the repurchased principal.
Change in Fair Value of Tax Receivable Liability
−Removed: We incurred a net loss, related to accretion expense and fair value adjustment of the tax receivable liability of $6.6 million for the year ended December 31, 2023 compared to a gain of $66.9 million for the year ended December 31, 2022, a decrease of $73.5 million.
−Removed: This decrease was due to smaller fair value adjustments related to the tax receivable liability, primarily as a result of accretion and changes to the discount rate, or Early Termination Rate, used to determine the fair value of the liability.
+Added: We incurred a loss, related to accretion expense and fair value adjustment of the tax receivable liability of $14.5 million for the year ended December 31, 2024 compared to a net loss of $6.6 million for the year ended December 31, 2023, an increase of $7.9 million.
+Added: This increase was due to smaller fair value adjustments related to the tax receivable liability, primarily as a result of a smaller decrease to the discount rate, also referred to as the Early Termination Rate, used to determine the fair value of the liability.
Income Tax Benefit and Expense
1 unchanged sentence
This was a result of the operating loss incurred by the Company, primarily driven by the change in fair value of the tax receivable liability, impairment loss, loss on business disposition, stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions.
−Removed: The income tax expense was $6.2 million for the year ended December 31, 2022, which reflected the expected income tax expense to be received on the net earnings related to our economic interest in Hawk Parent.
+Added: The income tax benefit was $2.1 million for the year ended December 31, 2023, which reflected the expected income tax benefit on the loss generated over the same period.
For results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, see Part II, Item 7 of our 2023 Form 10-K, which is incorporated herein by reference.
20 unchanged sentences
This increase was the result of newly signed clients and the growth of existing clients.
−Removed: For the year ended December 31, 2022, incremental revenues of approximately $8.6 million are attributable to BCS.
+Added: For the year ended December 31, 2023, revenues of approximately $1.2 million are attributable to BCS.
Gross profit for the Consumer Payments segment was $223.1 million for the year ended December 31, 2024 and $216.1 million for the year ended December 31, 2023, representing a $7.0 million or 3.2% year-over-year increase.
This increase was the result of newly signed clients and the growth of existing clients.
−Removed: For the year ended December 31, 2022, incremental gross profit of approximately $8.4 million is attributable to BCS.
+Added: For the year ended December 31, 2023, gross profit of approximately $1.2 million is attributable to BCS.
Business Payments
−Removed: Revenue for the Business Payments segment was $38.1 million for the year ended December 31, 2023 and $42.6 million for the year ended December 31, 2022, representing a $4.5 million or 10.6% year-over-year decrease.
−Removed: Growth from newly signed clients and existing clients was more than offset by declines in our media payments business due to the cyclical political media spending associated with the 2022 mid-term elections in the prior period.
−Removed: Gross profit for the Business Payments segment was $28.0 million for the year ended December 31, 2023 and $30.4 million for the year ended December 31, 2022, representing a $2.5 million or 8.1% year-over-year decrease.
−Removed: Growth from newly signed and existing clients was more than offset by declines in our media payments business due to the cyclical political media spending associated with the 2022 mid-term elections in the prior period.
+Added: Revenue for the Business Payments segment was $52.9 million for the year ended December 31, 2024 and $38.1 million for the year ended December 31, 2023, representing a $14.9 million or 39.1% year-over-year increase.
+Added: This increase was the result of newly signed clients, the growth of existing clients and political media spending associated with the 2024 election cycle in our media payments business.
+Added: Gross profit for the Business Payments segment was $39.1 million for the year ended December 31, 2024 and $28.0 million for the year ended December 31, 2023, representing a $11.2 million or 40.0% year-over-year increase.
+Added: This increase was the result of newly signed clients, the growth of existing clients and political media spending associated with the 2024 election cycle in our media payments business.
For revenue and gross profit by segments for the year ended December 31, 2023 compared to the year ended December 31, 2022, see Part II, Item 7 of our 2023 Form 10-K, which is incorporated herein by reference.
1 unchanged sentence
This report includes certain non-GAAP financial measures that our management uses to evaluate our operating business, measure our performance and make strategic decisions.
−Removed: 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, loss on extinguishment of debt, loss on termination of interest rate hedge, 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.
−Removed: 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, non-cash charges and/or non-recurring charges, such as loss on business disposition, loss on extinguishment of debt, loss on termination of interest rate hedge, 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.
+Added: 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, gain on extinguishment of debt, 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.
+Added: 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, non-cash charges and/or non-recurring charges, such as loss on business disposition, gain on extinguishment of debt, 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.
21 unchanged sentences
Loss from operations
−Removed: Interest (expense) income, net
−Removed: Loss on extinguishment of debt
+Added: Interest income
+Added: Interest expense
+Added: Gain on extinguishment of debt
Change in fair value of tax receivable liability
−Removed: Other (loss) income
+Added: Other income (loss)
Total other income (expense)
2 unchanged sentences
Net income (loss)
−Removed: Interest expense (income), net
+Added: Interest income
+Added: Interest expense
Depreciation and amortization (a)
Income tax (benefit) expense
−Removed: Loss on business disposition (i)
−Removed: Loss on extinguishment of debt (j)
−Removed: Loss on termination of interest rate hedge (k)
−Removed: Non-cash change in fair value of contingent consideration (b)
−Removed: Non-cash impairment loss (c)
−Removed: Non-cash change in fair value of assets and liabilities (d)
−Removed: Share-based compensation expense (e)
−Removed: Transaction expenses (f)
−Removed: Restructuring and other strategic initiative costs (g)
−Removed: Other non-recurring charges (h)
+Added: Loss on business disposition (h)
+Added: Gain on extinguishment of debt (i)
+Added: Non-cash change in fair value of contingent consideration (j)
+Added: Non-cash impairment loss (b)
+Added: Non-cash change in fair value of assets and liabilities (c)
+Added: Share-based compensation expense (d)
+Added: Transaction expenses (e)
+Added: Restructuring and other strategic initiative costs (f)
+Added: Other non-recurring charges (g)
Adjusted EBITDA
12 unchanged sentences
Loss from operations
−Removed: Interest (expense) income, net
−Removed: Loss on extinguishment of debt
+Added: Interest income
+Added: Interest expense
+Added: Gain on extinguishment of debt
Change in fair value of tax receivable liability
−Removed: Other (loss) income
+Added: Other income (loss)
Total other income (expense)
2 unchanged sentences
Net income (loss)
−Removed: Amortization of acquisition-related intangibles (l)
−Removed: Loss on business disposition (i)
−Removed: Loss on extinguishment of debt (j)
−Removed: Loss on extinguishment of interest rate hedge (k)
−Removed: Non-cash change in fair value of contingent consideration (b)
−Removed: Non-cash impairment loss (c)
−Removed: Non-cash change in fair value of assets and liabilities (d)
−Removed: Share-based compensation expense (e)
−Removed: Transaction expenses (f)
−Removed: Restructuring and other strategic initiative costs (g)
−Removed: Other non-recurring charges (h)
−Removed: Non-cash interest expense (m)
−Removed: Pro forma taxes at effective rate (n)
+Added: Amortization of acquisition-related intangibles (k)
+Added: Loss on business disposition (h)
+Added: Gain on extinguishment of debt (i)
+Added: Non-cash change in fair value of contingent consideration (j)
+Added: Non-cash impairment loss (b)
+Added: Non-cash change in fair value of assets and liabilities (c)
+Added: Share-based compensation expense (d)
+Added: Transaction expenses (e)
+Added: Restructuring and other strategic initiative costs (f)
+Added: Other non-recurring charges (g)
+Added: Non-cash interest expense (l)
+Added: Pro forma taxes at effective rate (m)
Adjusted Net Income
−Removed: Shares of Class A common stock outstanding (on an as-converted basis) (o)
+Added: Shares of Class A common stock outstanding (on an as-converted basis) (n)
Adjusted Net Income per share
−Removed: (a) See footnote (l) for details on our amortization and depreciation expenses.
−Removed: (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.
−Removed: (c) For the year ended December 31, 2023, reflects non-cash goodwill impairment loss related to the Business Payments segment and non-cash impairment loss related to a trade name write-off of Media Payments.
+Added: (a) See footnote (k) for details on our amortization and depreciation expenses.
+Added: (b) For the year ended December 31, 2023, reflects non-cash goodwill impairment loss related to the Business Payments segment and non-cash impairment loss related to a trade name write-off of Media Payments.
For the year ended December 31, 2022, reflects non-cash impairment loss related to trade names write-offs of BillingTree and Kontrol.
−Removed: For the year ended December 31, 2021, reflects impairment loss related to trade names write-offs of TriSource, APS, Ventanex, cPayPlus and CPS.
−Removed: (d) For the year ended December 31, 2023, reflects the changes in management’s estimates of (i) the fair value of the liability relating to the TRA, and (ii) non-cash insurance reserve.
−Removed: For the years ended December 31, 2022 and 2021, reflects the changes in management’s estimates of the fair value of the liability relating to the TRA.
−Removed: (e) Represents compensation expense associated with equity compensation plans.
−Removed: (f) Primarily consists of (i) during the year ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of BCS, (ii) during the year ended December 31, 2022, professional service fees and other costs incurred in connection with the acquisitions of BillingTree, Kontrol and Payix and (iii) during the year ended December 31, 2021, professional service fees and other costs incurred in connection
−Removed: with the acquisitions of Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix, as well as professional service expenses related to the January 2021 equity and convertible notes offerings
−Removed: (g) Reflects costs associated with reorganization of operations, consulting fees related to our processing services and other operational improvements, including restructuring and integration activities related to our acquired businesses, that were not in the ordinary course during the years ended December 31, 2023, 2022 and 2021.
+Added: (c) For the year ended December 31, 2024 and 2022, reflects the changes in management’s estimates of the fair value of the liability relating to the TRA.
+Added: For the year ended December 31, 2023, reflects the changes in management’s estimates of (i) the fair value of the liability relating to the TRA and (ii) non-cash insurance reserve.
+Added: (d) Represents compensation expense associated with equity compensation plans.
+Added: (e) Primarily consists of (i) during the year ended December 31, 2024, professional service fees incurred in connection with prior transactions, (ii) during the year ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of BCS and (iii) during the year ended December 31, 2022, professional service fees and other costs incurred in connection with the acquisitions of BillingTree, Kontrol and Payix.
+Added: (f) Reflects costs associated with reorganization of operations, consulting fees related to our processing services and other operational improvements, including restructuring and integration activities related to our acquired businesses, that were not in the ordinary course during the years ended December 31, 2024, 2023 and 2022.
Additionally, for the year ended December 31, 2022, reflects one-time severance payments.
−Removed: (h) For the 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.
+Added: (g) For the year ended December 31, 2024, reflects one-time processing settlements, franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel.
+Added: For the 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 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.
−Removed: For the year ended December 31, 2021, reflects one-time payments to certain clients and partners, other payments related to COVID-19, payments made to third-parties in connection with expansion of our personnel, franchise taxes and other non-income based taxes and non-cash rent expense.
−Removed: Beginning in the year ended December 31, 2023, no longer reflects non-cash rent expense.
−Removed: (i) Reflects the loss recognized related to the disposition of BCS.
−Removed: (j) Reflects write-offs of debt issuance costs relating to Term Loans.
−Removed: (k) Reflects realized loss of our interest rate hedging arrangement which terminated in conjunction with the repayment of Term Loans.
−Removed: (l) For the years ended December 31, 2023, 2022 and 2021, reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and client relationships, non-compete agreement, and software intangibles acquired through our acquisitions of TriSource, APS, Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix.
+Added: (h) Reflects the loss recognized related to the disposition of BCS.
+Added: (i) Reflects a gain on the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal.
+Added: (j) 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.
+Added: (k) For the years ended December 31, 2024, 2023 and 2022, reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and client relationships, non-compete agreement, and software intangibles acquired through our acquisitions of TriSource, APS, Ventanex, cPayPlus, CPS, BillingTree, Kontrol 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.
9 unchanged sentences
Any future acquisitions may result in the amortization of additional intangibles.
−Removed: (m) Represents amortization of non-cash deferred debt issuance costs.
−Removed: (n) Represents pro forma income tax adjustment effect associated with items adjusted above.
−Removed: (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 years ended December 31, 2023, 2022 and 2021.
−Removed: These numbers do not include any shares issuable upon conversion of our 2026 Notes.
+Added: (l) Represents amortization of non-cash deferred debt issuance costs.
+Added: (m) Represents pro forma income tax adjustment effect associated with items adjusted above.
+Added: (n) 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 years ended December 31, 2024, 2023 and 2022.
+Added: These numbers do not include any shares issuable upon conversion of our convertible senior notes.
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:
6 unchanged sentences
Adjusted Net Income for the years ended December 31, 2024 and 2023 was $87.8 million and $84.9 million, respectively, representing a 3.4% year-over-year increase.
−Removed: Our net income (loss) attributable to the Company for the years ended December 31, 2023 and 2022 was ($110.5) million and $12.8 million, respectively, representing a 960.8% year-over-year decrease.
−Removed: These increases in Adjusted EBITDA and Adjusted Net Income and for the year ended December 31, 2023 were primarily due to the organic growth of our business, which was partially offset from the disposition of BCS and declines in our media payments business.
−Removed: The decrease in net income (loss) attributable to the Company for the year ended December 31, 2023 was primarily due to the disposition of BCS and a loss in fair value adjustment of the tax receivable liability compared to a net gain in prior year.
+Added: Our net income (loss) attributable to the Company for the years ended December 31, 2024 and 2023 was ($10.2) million and ($110.5) million, respectively, representing a 90.8% year-over-year improvement in our profitability.
+Added: The increases in Adjusted EBITDA, Adjusted Net Income and improvement in net income (loss) attributable to the Company for the year ended December 31, 2024 were primarily due to the organic growth of our business from newly signed clients, the growth of existing clients, political media spending associated with the 2024 election cycle in our media payments business and cost savings initiatives that reduced both cost of services and selling, general and administrative expenses as a percentage of revenue.
For discussion on Adjusted EBITDA, Adjusted Net income, and net income (loss) attributable to the Company for the year ended December 31, 2023 compared to the year ended December 31, 2022, see Part II, Item 7 of the Company’s 2023 Form 10-K.
5 unchanged sentences
We have historically financed our operations and working capital through net cash from operating activities.
−Removed: We also finance our operations through proceeds from the issuance of our Class A common stock in June 2020 and our January 2021 convertible notes offering.
−Removed: As of December 31, 2023, we had $118.1 million of cash and cash equivalents and available borrowing capacity of $185.0 million under the Amended Credit Agreement.
+Added: We also finance our operations through proceeds from the issuance of our Class A common stock in June 2020 and our convertible senior notes offerings.
+Added: As of December 31, 2024, we had $189.5 million of cash and cash equivalents and available borrowing capacity of $250.0 million under the Second Amended Credit Agreement.
This balance does not include restricted cash, which reflects cash accounts holding reserves for potential losses and client settlement funds of $47.2 million as of December 31, 2024.
4 unchanged sentences
We are a holding company with no operations and depend on our subsidiaries for cash to fund all of our consolidated operations, including future dividend payments, if any.
−Removed: We depend on the payment of distributions by our current subsidiaries, including Hawk Parent, which distributions may be restricted by law or contractual agreements, including agreements
−Removed: governing their indebtedness.
+Added: We depend on the payment of distributions by our current subsidiaries, including Hawk Parent, which distributions may be restricted by law or contractual agreements, including agreements governing their indebtedness.
For a discussion of those considerations and restrictions, refer to Part II, Item 1A “Risk Factors - Risks Related to Our Class A Common Stock.”
6 unchanged sentences
During the year ended December 31, 2024, we repurchased 158,496 shares for a total of approximately $1.3 million under the Share Repurchase Program.
+Added: As of December 31, 2024, we have $36.2 million remaining capacity under the Share Repurchase Program.
+Added: In addition, in July 2024 we used approximately $40.0 million of proceeds from the offering of 2029 Notes to repurchase approximately 3.9 million shares of Class A common stock.
The following table presents a summary of cash flows from operating, investing and financing activities for the periods indicated:
3 unchanged sentences
Net cash used in investing activities
−Removed: Net cash (used in) provided by financing activities
+Added: Net cash used in financing activities
Cash Flow from Operating Activities
4 unchanged sentences
Cash Flow from Investing Activities
+Added: Net cash used in investing activities was $44.9 million for the year ended December 31, 2024, due to the capitalization of software development activities.
Net cash used in investing activities was $24.1 million for the year ended December 31, 2023, due to the capitalization of software development activities and purchases of intangible assets, partially offset by cash received from the disposition of BCS.
Net cash used in investing activities was $39.5 million for the year ended December 31, 2022, due to the capitalization of software development activities.
−Removed: Net cash used in investing activities was $397.3 million for the year ended December 31, 2021, due to the acquisitions of BillingTree, Kontrol and Payix, as well as the capitalization of software development activities.
Cash Flow from Financing Activities
+Added: Net cash used in financing activities was $12.7 million for the year ended December 31, 2024, due to the 2026 Notes repurchased, shares repurchased under the Share Repurchase Program and purchase of capped calls related to issuance of the 2029 Notes, offset partially by proceeds from the issuance of the 2029 Notes.
Net cash used in financing activities was $28.9 million for the year ended December 31, 2023, due to the repayment of the outstanding revolving credit facility balance, shares repurchased under the Incentive Plan, ESPP and Share Repurchase Program, as well as the CPS earnout payment.
Net cash used in financing activities was $17.5 million for the year ended December 31, 2022, due to the shares repurchased under the Incentive Plan, ESPP and Share Repurchase Program, as well as the Ventanex earnout payment.
−Removed: Net cash provided by financing activities was $313.8 million for the year ended December 31, 2021, due to proceeds from the issuance of new shares in the Equity Offering, and proceeds from the 2026 Notes, offset by repayment of the outstanding revolver balance related to the Successor Credit Agreement, repayments of the Term Loan principal balance under the Successor Credit Agreement and the cPayPlus earnout payment.
Amended Credit Agreement
In February 2021, we entered into the Amended Credit Agreement, which established a 125.0 million senior secured revolving credit facility in favor of Hawk Parent.
−Removed: In December 2021, we increased our existing senior secured credit facilities by $60.0 million to a $185.0 million revolving credit facility pursuant to an amendment to the Amended Credit Agreement.
−Removed: We currently expect that we will remain in compliance with the restrictive financial covenants of the Amended Credit Agreement, prospectively.
−Removed: In February 2023, we further amended the Amended Credit Agreement to replace LIBOR with term SOFR as the interest rate benchmark.
−Removed: In February 2023, we repaid in full the entire amount of $20.0 million of the outstanding revolving credit facility.
+Added: On December 29, 2021, we increased our then existing senior secured credit facilities by $60.0 million to provide for a $185.0 million revolving credit facility pursuant to an amendment to the Amended Credit Agreement.
+Added: On February 9, 2023, we further amended the Amended Credit Agreement to replace LIBOR with term SOFR as the interest rate benchmark.
+Added: On February 28, 2023, we repaid in full the entire amount of $20.0 million of the outstanding revolving credit facility.
The undrawn capacity of the existing revolving credit facility under the Amended Credit Agreement became $185.0 million after the repayment.
−Removed: As of December 31, 2023, the Amended Credit Agreement provides for a revolving credit facility of $185.0 million.
+Added: Second Amended Credit Agreement
+Added: On July 10, 2024, we entered into the Second Amended Credit Agreement with certain financial institutions, as lenders, and Truist Bank, as administrative agent.
+Added: The Second Amended Credit Agreement amends and restates the Amended Credit Agreement, dated as of February 3, 2021.
+Added: The Second Amended Credit Agreement establishes a $250.0 million senior secured revolving credit facility.
+Added: This facility matures on the earlier of (a) July 10, 2029, (b) the date that is 91 days prior to the maturity date of the 2026 Notes (subject to certain exceptions for adequate liquidity) and (c) the date that is 91 days prior to the maturity date of the 2029 Notes (subject to certain exceptions for adequate liquidity).
+Added: The maturity date may be extended, subject to certain terms and conditions.
+Added: As of December 31, 2024, the Second Amended Credit Agreement provides for a revolving credit facility of $250.0 million.
As of December 31, 2024, we had $0 million drawn against the revolving credit facility.
1 unchanged sentence
Borrowings to the financial statements in Item 8 of this Annual Report on Form 10-K for more information.
−Removed: Convertible Senior Debt
+Added: Convertible Senior Notes
On January 19, 2021, we issued $440.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2026 in a private placement (the “Notes Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
2 unchanged sentences
The 2026 Notes will mature on February 1, 2026, unless earlier converted, repurchased or redeemed.
−Removed: As of December 31, 2023, we had convertible senior debt outstanding of $434.2 million, net of deferred issuance costs, under the 2026 Notes.
+Added: On July 8, 2024, we used approximately $200.0 million of proceeds from the offering of 2029 Notes and approximately $5.1 million of cash on hand to repurchase $220.0 million in aggregate principal amount of the 2026 Notes in connection with the 2029 Notes offering.
+Added: On July 8, 2024, we issued $287.5 million aggregate principal amount of 2.875% Convertible Senior Notes due 2029 (the “2029 Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
+Added: $27.5 million aggregate principal amount of the 2029 Notes were sold in connection with the full exercise of the initial purchasers’ option to purchase such additional 2029 Notes offering pursuant to the purchase agreement.
+Added: We will settle conversions of the 2029 Notes by paying cash up to the aggregate principal amount of the 2029 Notes to be converted and cash, shares of Class A common stock or a combination of cash and shares, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted.
+Added: The 2029 Notes bear interest at a fixed rate of 2.875% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2025.
+Added: The 2029 Notes will mature on July 15, 2029, unless earlier repurchased, redeemed, or converted in accordance with their terms.
+Added: As of December 31, 2024, we had convertible senior notes outstanding of $496.8 million, net of deferred issuance costs, under the 2026 Notes and 2029 Notes.
We were in compliance with the related restrictive financial covenants.
7 unchanged sentences
We expect that the payment obligations of the Company required under the TRA will be substantial.
−Removed: The actual increase in tax basis, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including the timing of redemptions or exchanges by the holders of Post-Merger Repay Units, the price of our Class A common stock at the time of the redemption or exchange, whether such redemptions or
−Removed: exchanges are taxable, the amount and timing of the taxable income we generate in the future, the tax rate then applicable and the portion of our payments under the TRA constituting imputed interest.
+Added: The actual increase in tax basis, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including the timing of redemptions or exchanges by the holders of Post-Merger Repay Units, the price of our Class A common stock at the time of the redemption or exchange, whether such redemptions or exchanges are taxable, the amount and timing of the taxable income we generate in the future, the tax rate then applicable and the portion of our payments under the TRA constituting imputed interest.
We expect to fund the payment of the amounts due under the TRA out of the cash savings that we actually realize in respect of the attributes to which the TRA relates.
28 unchanged sentences
The process of assigning fair values, particularly to acquired intangible assets, is highly subjective.
−Removed: Management also typically utilizes third
−Removed: party valuation specialists to assist in the determination of the fair value of assets acquired and liabilities assumed.
+Added: Management also typically utilizes third party valuation specialists to assist in the determination of the fair value of assets acquired and liabilities assumed.
Fair value estimates are based on assumptions believed to be reasonable, but are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.
14 unchanged sentences
The determination of fair value is considered a critical accounting estimate because the valuation techniques mentioned use significant estimates and assumptions, including projected future cash flows, discount rates and growth rates.
−Removed: Under ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to net operating losses, tax credits, and temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, which will result in taxable or deductible amounts in the future.
+Added: Under ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to net operating losses, tax credits, and temporary differences between the financial statement
+Added: carrying amounts of existing assets and liabilities and their respective tax bases, which will result in taxable or deductible amounts in the future.
Our income tax expense/benefit, deferred tax assets and tax receivable liability reflect management’s best assessment of estimated current and future taxes.
22 unchanged sentences
As of December 31, 2023, we had convertible senior debt of $434.2 million, net of deferred issuance costs, and revolving credit facility borrowings of $18.2 million, net of deferred issuance costs, outstanding.
−Removed: The borrowings accrue interest at either base rate, described above under “ Liquidity and Capital Resources — Indebtedness ,” plus a margin of 1.50% to 2.50% or at an adjusted SOFR rate plus a margin of 2.50% to 3.50% under the Amended Credit Agreement, in each case depending on the total net leverage ratio, as defined in the Amended Credit Agreement.
+Added: The borrowings under the Second Amended Credit Agreement accrue interest at either base rate, described above under “Liquidity and Capital Resources — Indebtedness ,” plus a margin of 0.75% to 1.75% or at an adjusted SOFR rate plus a margin of 1.75% to 2.75% under the Second Amended Credit Agreement, in each case depending on the total net leverage ratio, as defined in the Second Amended Credit Agreement.
We may incur additional borrowings from time to time for general corporate purposes, including working capital and capital expenditures.
9 unchanged sentences
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
−Removed: Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022, 2021
+Added: Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023, 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
4 unchanged sentences
Opinion on the financial statements
−Removed: We have audited the accompanying consolidated balance sheets of Repay Holdings Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 29, 2024 expressed an unqualified opinion.
+Added: We have audited the accompanying consolidated balance sheets of Repay Holdings Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 3, 2025 expressed an unqualified opinion.
Basis for opinion
−Removed: These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: These consolidated financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
24 unchanged sentences
Atlanta, Georgia
−Removed: February 29, 2024
+Added: March 3, 2025
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
4 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2023, and our report dated February 29, 2024 expressed an unqualified opinion on those financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024, and our report dated March 3, 2025 expressed an unqualified opinion on those financial statements.
Basis for opinion
16 unchanged sentences
Atlanta, Georgia
−Removed: February 29, 2024
+Added: March 3, 2025
REPAY HOLDINGS CORPORATION
4 unchanged sentences
Cash and cash equivalents
−Removed: Accounts receivable
+Added: Current restricted cash
+Added: Accounts receivable, net
Prepaid expenses and other
Total current assets
−Removed: Property, plant and equipment, net
−Removed: Restricted cash
+Added: Property and equipment, net
+Added: Noncurrent restricted cash
Intangible assets, net
3 unchanged sentences
Accounts payable
−Removed: Related party payable
Accrued expenses
Current operating lease liabilities
−Removed: Current tax receivable agreement
+Added: Current tax receivable agreement ($ 2,413 and $ 68 held for related parties as of December 31, 2024 and December 31, 2023, respectively)
Other current liabilities
2 unchanged sentences
Noncurrent operating lease liabilities
−Removed: Tax receivable agreement, net of current portion
+Added: Tax receivable agreement, net of current portion ($ 25,134 and $ 25,348 held for related parties as of December 31, 2024 and December 31, 2023, respectively)
Other liabilities
10 unchanged sentences
Additional paid-in capital
−Removed: Accumulated other comprehensive loss
Accumulated deficit
17 unchanged sentences
Other income (expense)
−Removed: Interest (expense) income, net
−Removed: Loss on extinguishment of debt
+Added: Interest income
+Added: Interest expense
+Added: Gain on extinguishment of debt
Change in fair value of tax receivable liability
−Removed: Other (loss) income
+Added: Other income (loss)
Total other income (expense)
14 unchanged sentences
Other comprehensive (loss) income, before tax
−Removed: Reclassification of net unrealized loss on cash flow hedges to other loss
Foreign currency translation adjustments
1 unchanged sentence
Income tax related to items of other comprehensive income:
−Removed: Tax expense on reclassification of net unrealized loss on cash flow hedges to other loss
Tax benefit on foreign currency translation adjustments
−Removed: Total income tax benefit (expense) related to items of other comprehensive income
+Added: Total income tax benefit related to items of other comprehensive income
Total other comprehensive income (loss), net of tax
8 unchanged sentences
Class V Common
−Removed: Accumulated Other Comprehensive
Non-controlling
($ in thousands)
−Removed: Income (Loss)
Balance at December 31, 2021
Issuance of new shares
−Removed: Exchange of Post-Merger Repay Units
Release of share awards vested under Incentive Plan
−Removed: Shares repurchased under Incentive Plan
+Added: Tax withholding related to shares vesting under Incentive Plan
+Added: Treasury shares repurchased
Stock-based compensation
1 unchanged sentence
Valuation allowance on Ceiling Rule DTA
+Added: Net income (loss)
Other comprehensive income
2 unchanged sentences
Release of share awards vested under Incentive Plan and shares purchased under ESPP
−Removed: Shares repurchased under Incentive Plan and ESPP
+Added: Tax withholding related to shares vesting under Incentive Plan and ESPP
Treasury shares repurchased
2 unchanged sentences
Valuation allowance on Ceiling Rule DTA
−Removed: Net income (loss)
−Removed: Other comprehensive loss
Balance at December 31, 2023
1 unchanged sentence
Release of share awards vested under Incentive Plan and shares purchased under ESPP
−Removed: Shares repurchased under Incentive Plan and ESPP
+Added: Tax withholding related to shares vesting under Incentive Plan and ESPP
Treasury shares repurchased
+Added: Stock options exercised
Stock-based compensation
+Added: Purchase of capped calls related to issuance of the 2029 Notes
Tax distribution from Hawk Parent
13 unchanged sentences
Loss on business disposition
−Removed: Loss on extinguishment of debt
−Removed: Loss on sale of interest rate swaps
+Added: Gain on extinguishment of debt
Fair value change in tax receivable agreement liability
3 unchanged sentences
Deferred tax expense (benefit)
−Removed: Change in accounts receivable
−Removed: Change in related party receivable
+Added: Change in accounts receivable, net
Change in prepaid expenses and other
10 unchanged sentences
Capitalized software development costs
−Removed: Purchases of equity investment
Proceeds from sale of business, net of cash retained
−Removed: Acquisition of CPS, net of cash and restricted cash acquired
−Removed: Acquisition of BillingTree, net of cash and restricted cash acquired
−Removed: Acquisition of Kontrol, net of cash and restricted cash acquired
−Removed: Acquisition of Payix, net of cash and restricted cash acquired
Net cash used in investing activities
2 unchanged sentences
Payments on long-term debt
−Removed: Public issuance of Class A Common Stock
−Removed: Shares repurchased under Incentive Plan and ESPP
+Added: Payments of debt issuance costs
+Added: Payments for tax withholding related to shares vesting under Incentive Plan and ESPP
Treasury shares repurchased
−Removed: Redemption of Post-Merger Repay Units
+Added: Stock options exercised
Distributions to Members
−Removed: Payment of loan costs
+Added: Purchase of capped calls related to issuance of the 2029 Notes
+Added: Payment of Tax Receivable Agreement (“TRA”)
Payments of contingent consideration up to acquisition date fair value
−Removed: Net cash (used in) provided by financing activities
−Removed: Increase (decrease) in cash, cash equivalents and restricted cash
+Added: Net cash used in financing activities
+Added: Increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
2 unchanged sentences
Cash paid during the year for:
−Removed: SUPPLEMENTAL SCHEDULE OF NONCASH
−Removed: INVESTING AND FINANCING ACTIVITIES
−Removed: Acquisition of BillingTree in exchange for Class A Common Stock
−Removed: Acquisition of Kontrol in exchange for contingent consideration
−Removed: Acquisition of Payix in exchange for contingent consideration
−Removed: See accompanying notes to consolidated financial statements.
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Consolidated Statements of Cash Flows (Continued)
+Added: Cash and cash equivalents
Year Ended December 31,
2 unchanged sentences
Cash and cash equivalents
−Removed: Restricted cash
+Added: Current restricted cash
+Added: Noncurrent restricted cash
Total cash, cash equivalents and restricted cash as shown in the Consolidated Statements of Cash Flows
22 unchanged sentences
The Company’s receivables management vertical relates to consumer loan collections, which typically enter the receivables management process due to delinquency on credit card bills or as a result of major life events, such as job loss or major medical issues.
−Removed: The business-to-business vertical relates to transactions occurring between a wide variety of enterprise clients, many of which operate in the automotive, field services, healthcare, HOA management and hospitality industries, as well as educational institutions and governments and municipalities.
+Added: The business-to-business vertical relates to transactions occurring between a wide variety of enterprise clients, many of which operate in the retail automotive, education, field services, governments and municipalities, healthcare, media, HOA management and hospitality industries.
The Company’s go-to-market strategy combines direct sales with integrations with key software providers in its target verticals.
1 unchanged sentence
The Company refers to these software providers as its “software integration partners.” This integration allows the Company’s sales force to readily access new client opportunities or respond to inbound leads because, in many cases, a business will prefer, or in some cases only consider, a payments provider that has already integrated or is able to integrate its solutions with the business’ primary enterprise management system.
−Removed: The Company has successfully integrated its technology solutions with numerous, widely-used enterprise management systems in the verticals that it serves, which makes its platform a more
+Added: The Company has successfully integrated its technology solutions with numerous, widely-used enterprise management systems in the verticals that it serves, which makes its platform a more compelling choice for the businesses that use them.
+Added: Moreover, the Company’s relationships with its software integration
REPAY HOLDINGS CORPORATION
Notes to Consolidated Financial Statements
−Removed: compelling choice for the businesses that use them.
−Removed: Moreover, the Company’s relationships with its software integration partners help it to develop deep industry knowledge regarding trends in client needs.
+Added: partners help it to develop deep industry knowledge regarding trends in client needs.
The Company’s integrated model fosters long-term relationships with its clients, which supports its volume retention rates that the Company believes are above industry averages.
7 unchanged sentences
RCS is the Company’s proprietary clearing and settlement platform through which the Company markets customizable payment processing programs to other Independent Sales Organizations (“ISOs”) and payment facilitators.
−Removed: The Consumer Payments segment previously included the Blue Cow Software business (“BCS”), which was sold for $ 41.9 million in cash on February 15, 2023.
−Removed: 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.
−Removed: The Consumer Payments segment represented approximatel y 87 % of the Company’s total revenue after any intersegment eliminations for the year ended December 31, 2023.
+Added: The strategic vertical markets served by the Consumer Payments segment primarily include personal loans, auto motive loans, receivables management, credit unions, mortgage servicing, consumer healthcare and diversified retail.
+Added: The Consumer Payments segment represented approximately 83 % of the Company’s total revenue after any intersegment eliminations for the year ended December 31, 2024.
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 the Company’s clients to collect or send payments to other businesses.
−Removed: The strategic vertical markets served within the Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, HOA management and hospitality.
−Removed: The Business Payments segment represented approximatel y 13 % of the Company’s total revenue after any intersegment eliminations for the year ended December 31, 2023.
−Removed: On February 15, 2023, the Company sold Blue Cow Software, LLC and a related entity (“BCS”) for cash proceeds of $ 41.9 million.
−Removed: The Company recognized a loss of $ 10.0 million associated with the sale, comprised of the difference between the consideration received and the net carrying amount of the assets and liabilities of the business.
−Removed: Business Combinations and Dispositions for further discussion.
−Removed: In December 2023, the Company completed a $ 13.6 million intangible assets purchase with a third-party distribution partner, which includes its certain proprietary customer relationships and related contingent and uncertain future payment streams.
+Added: The strategic vertical markets served within the Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, media, HOA management and hospitality.
+Added: The Business Payments segment represented approximately 17 % of the Company’s total revenue after any intersegment eliminations for the year ended December 31, 2024 .
Basis of Presentation and Summary of Significant Accounting Policies
5 unchanged sentences
The accompanying consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
−Removed: The Company uses the accrual basis of accounting
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: whereby revenues are recognized when earned, usually upon the date services are rendered, and expenses are recognized at the date services are rendered or goods are received.
+Added: The Company uses the accrual basis of accounting whereby revenues are recognized when earned, usually upon the date services are rendered, and expenses are recognized at the date services are rendered or goods are received.
Use of Estimates
1 unchanged sentence
Actual results could differ materially from those estimates.
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: Reclassifications
+Added: The Company changed its presentation for Restricted cash to Current restricted cash and Noncurrent restricted cash within the Consolidated Balance Sheets.
+Added: Prior period amounts have been revised to conform to the current presentation.
+Added: The Company changed its presentation for Interest income (expense), net to Interest income and Interest expense within the Consolidated Statements of Operations.
+Added: Prior period amounts have been revised to conform to the current presentation.
Segment Reporting
10 unchanged sentences
Restricted Cash
−Removed: Restricted cash primarily consists of (i) ACH settlement funds in transit (“Settlements”) and (ii) collateral reserve funds (“Reserves”).
+Added: Current restricted cash consists of ACH settlement funds in transit (“Settlements”).
Settlements are held in accounts maintained at the Company’s sponsor banks for the purpose of facilitating the clearing and settlement of funds associated with payments made by or to the Company’s clients via the ACH network.
The Company records a corresponding liability for Settlements within Accrued expenses in the Consolidated Balance Sheets.
+Added: Noncurrent restricted cash consists of collateral reserve funds (“Reserves”).
Reserves are held on deposit by the Company’s sponsor banks to secure potential merchant chargebacks or other similar losses or obligations.
5 unchanged sentences
For accounts receivable outstanding more than 90 days, the Company evaluates and assesses whether the loss reserve percentage requires adjustment for reasonable and supportable forecast of relevant economic factors.
−Removed: As of December 31, 2023 , the Company’s estimated credit losses on accounts receivable was immaterial.
+Added: For the year ended December 31, 2024 , the Company’s estimated credit losses on accounts receivable was $ 1.1 million.
+Added: For the years ended 2023 and 2022 , the Company’s estimated credit losses on accounts receivable was immaterial.
Concentration of Credit Risk
7 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: per share of Class A common stock is computed by dividing net income attributable to the Company, by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements, including the assumed exchange of all limited liability company interests of Hawk Parent (“Post-Merger Repay Units”), unvested share-based awards, outstanding ESPP (“Employee Stock Purchase Program”) purchase rights and the Company’s Convertible Senior Notes due 2026 (“2026 Notes”).
+Added: per share of Class A common stock is computed by dividing net income attributable to the Company, by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements, including the assumed exchange of all limited liability company interests of Hawk Parent (“Post-Merger Repay Units”), unvested share-based awards, outstanding stock options, outstanding ESPP (“Employee Stock Purchase Program”) purchase rights and the Company’s convertible senior notes.
Property and Equipment
20 unchanged sentences
These assumptions require significant judgment, and actual results may differ from assumed and estimated amounts.
+Added: No impairments were recognized during the year ended December 31, 2024.
During the year ended December 31, 2023, the Company recognized an impairment of $ 0.1 million related to a trade name write-off of Media Payments, as the Company strategically phased out the trade name of the acquired business.
During the year ended December 31, 2022, the Company recognized impairments of $ 8.1 million related to write-offs of certain trade names, as the Company strategically phased out the trade names of several acquired business, which included BillingTree, Kontrol and Payix.
−Removed: During the year ended December 31, 2021, the Company recognized impairments of $ 2.2 million related to write-offs of certain trade names, as the Company strategically phased out the trade names of several acquired business, which included TriSource, APS, Ventanex, cPayPlus and CPS.
Goodwill represents the excess of purchase price over tangible and intangible assets acquired less liabilities assumed arising from business combinations.
1 unchanged sentence
The Company’s reporting units are at the operating segment level or one level below the operating segment level for which discrete financial information is prepared and regularly reviewed by management.
−Removed: When a business within a reporting unit is disposed
+Added: When a business within a reporting unit is disposed of, goodwill is allocated to the disposed business using the relative fair value method.
+Added: Relative fair value is estimated using a combination of a discounted cash flow (“DCF”) analysis and market valuation approach.
REPAY HOLDINGS CORPORATION
Notes to Consolidated Financial Statements
−Removed: of, goodwill is allocated to the disposed business using the relative fair value method.
−Removed: Relative fair value is estimated using a combination of a discounted cash flow (“DCF”) analysis and market valuation approach.
The Company performs a qualitative goodwill assessment at the reporting unit level at least annually, or more frequently as events occur or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount.
8 unchanged sentences
The Company applies comparable publicly traded companies’ multiples (e.g., revenue or Adjusted EBITDA) to the Company’s reporting units’ financial forecasts when using market multiples under the market approach.
−Removed: During the Company’s annual goodwill impairment testing conducted on December 31, 2023, the Company concluded that goodwill associated with the Business Payments segment became impaired, as this reporting unit was primarily impacted by a change in the discount rate.
−Removed: The Company recognized an impairment loss of $ 75.7 million on goodwill related to the Business Payments segment within the Impairment loss in the Company’s Consolidated Statements of Operations.
−Removed: The goodwill impairment testing of the Business Payments segment is subject to assumptions and judgments management made as part of the assessment to estimate the fair value of the segment.
−Removed: The income approach required management assumptions, such as assumptions used in the cash flow forecasts, the discount rate, and the terminal value.
−Removed: The market approach required significant judgment in the selection of appropriate peer group companies and valuation multiples.
+Added: The Company determined that no impairment of goodwill existed for either the Consumer Payments or Business Payments segment as of the last testing date, December 31, 2024.
+Added: Future impairment reviews may require write downs in the Company’s goodwill and could have a material adverse impact on the Company’s operating results for the periods in which such write downs occur.
Repay provides integrated payment processing solutions to niche markets that have specific transaction processing needs;
1 unchanged sentence
The Company contracts with its clients through contractual agreements that set forth the general terms and conditions of the service relationship, including rights of obligations of each party, line item pricing, payment terms and contract duration.
+Added: Receivables are generally remitted directly from the sponsor bank within a short period of time, or are remitted based on customer invoices generally due 30 days from date of invoice.
Most of our revenues are derived from volume-based payment processing fees (“discount fees”) and other related fixed per transaction fees.
9 unchanged sentences
At the beginning of each annual period, the Company assesses the appropriate amount of the guaranteed minimums (either the fixed consideration or fixed consideration plus estimated overages) to recognize on a time-elapsed basis over the annual period.
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
Revenues are also derived from transaction or service fees (e.g.
2 unchanged sentences
Instead, the fees associated with these services are bundled with the processing services performance obligation identified.
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
The transaction price for such processing services is determined, based on the judgment of the Company’s management, considering factors such as margin objectives, pricing practices and controls, client segment pricing strategies, the product life cycle and the observable price of the service charged to similarly situated clients.
18 unchanged sentences
Any capitalized commission cost assets have an amortization period of one year or less, therefore the Company utilizes the practical expedient to expense commissions as incurred.
+Added: Internal salesforce commissions are expensed as incurred.
Costs to fulfill contracts with clients either give rise to an asset or are expensed as incurred.
1 unchanged sentence
The Company does not have any costs incurred to fulfill a contract.
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
Practical Expedients
1 unchanged sentence
The Company has also utilized the practical expedient for immaterial goods and services per ASC 606-10-25-16A, which permits the Company not to recognize a promised good or service as a performance obligation if it is considered an immaterial promise in the context of the contract.
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
Transaction Costs
−Removed: The Company expenses all transaction costs associated with a business combination as incurred and such expenses are included in Selling, general, and administrative expenses in the Consolidated Statements of Operations.
−Removed: For the years ended December 31, 2023, 2022 and 2021 , the Company incurred $ 3.4 million, $ 13.7 million and $ 9.3 million transaction costs, respectively.
+Added: The Company expenses all transaction costs associated with business combinations and dispositions as incurred and such expenses are included in Selling, general, and administrative expenses in the Consolidated Statements of Operations.
+Added: For the years ended December 31, 2024, 2023 and 2022 , the Company incurred $ 0 , $ 3.4 million and $ 13.7 million transaction costs, respectively.
Equity Units Awarded
21 unchanged sentences
• Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in active exchange markets.
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
The carrying value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximated their fair values as of December 31, 2024 and 2023 , because of the relatively short maturity dates on these instruments.
4 unchanged sentences
Operating leases with an original lease term in excess of twelve months are included in Operating lease right-of-use assets, net, Current operating lease liabilities and Noncurrent operating lease liabilities in the Consolidated Balance Sheets.
−Removed: Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease.
+Added: Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: represent the obligation to make lease payments arising from the lease.
Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.
10 unchanged sentences
ROU assets for operating leases are periodically reduced by impairment losses.
−Removed: During the year ended December 31, 2023 , the Company recognized an impairment loss of $ 0.1 million related to the Consumer Payments segment when the Company entered an agreement with a third party to sublease one of the operating leases.
−Removed: The impairment loss was recorded within Other (loss) income in the Company's Consolidated Statements of Operations.
+Added: As of December 31, 2024 , the Company has no t encountered any impairment losses.
The Company monitors for events or changes in circumstances that require a reassessment of a lease.
11 unchanged sentences
For the years ended December 31, 2024, 2023, and 2022, the noncontrolling interest in the net loss of subsidiaries was $ 0.2 million , $ 6.9 million, and $ 4.1 million, respectively.
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
Contingent Consideration
6 unchanged sentences
The liability for these claims is based on the Company’s estimated ultimate cost of settling all claims.
−Removed: The Company derives estimates for the development of IBNR claims using actuarial methods that are based on many variables, including historical patterns of claims, cost trends, and other factors.
−Removed: At December 31, 2023 , the Company recognized $ 0.9 million of IBNR reserve recorded within Accrued expenses in the Consolidated Balance Sheets.
+Added: The Company derives estimates for the development of IBNR claims using actuarial methods that are based on many variables,
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: including historical patterns of claims, cost trends, and other factors.
+Added: As of both December 31, 2024 and 2023, the Company recognized $ 0.9 million of IBNR reserve recorded within Accrued expenses in the Consolidated Balance Sheets.
Recently Adopted Accounting Pronouncements
−Removed: Reference Rate Reform
−Removed: In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, “ Reference Rate Reform (Topic 848):
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”)”, which provides optional expedients and exceptions to contracts, hedging relationships and other transactions affected by the transition away from LIBOR to alternative reference rates.
−Removed: In January 2021, the FASB issued ASU 2021-01, “ Reference Rate Reform (Topic 848):
−Removed: Scope ”, to expand the scope of this guidance to include derivatives.
−Removed: The guidance was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into on or before December 31, 2022.
−Removed: In December 2022, the FASB issued ASU 2022-06, “ Reference Rate Reform (Topic 848):
−Removed: Deferral of the Sunset Date of Topic 848 ”, which extends the period of time entities can utilize the reference rate reform relief guidance under ASU 2020-04 from December 31, 2022, to December 31, 2024.
−Removed: The Company adopted these ASUs for the revolving credit facility as of February 9, 2023.
−Removed: Starting July 1, 2023, the Company applied Secured Overnight Financing Rate (“SOFR”) to the Tax Receivable Agreement (“TRA”) fair value measurement.
−Removed: The adoption of these standards did not have a material impact on the Company’s Consolidated Financial Statements.
−Removed: Business Combinations
−Removed: In August 2021, the FASB issued Accounting Standards Update No.
−Removed: 2021-08, “ Business Combinations (Topic 805):
−Removed: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”)”.
−Removed: ASU 2021-08 requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Revenue (Topic 606) , and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted.
−Removed: Amendments within ASU 2021-08 are required to be applied prospectively to business combinations occurring on or after the effective date of the amendments.
−Removed: The Company adopted ASU 2021-08 as of January 1, 2023.
−Removed: The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.
−Removed: Recently Issued Accounting Pronouncements not yet Adopted
Segment Reporting
3 unchanged sentences
ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, on an annual and interim basis.
−Removed: ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: December 15, 2024, with early adoption permitted.
−Removed: The Company is currently in the process of evaluating the effects of ASU No.
−Removed: 2023-07 on its Consolidated Financial Statements.
+Added: ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
+Added: The Company adopted ASU 2023-07 as of December 31, 2024.
+Added: The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.
+Added: Segments for further discussion.
+Added: Recently Issued Accounting Pronouncements not yet Adopted
In December 2023, the FASB issued Accounting Standards Update No.
3 unchanged sentences
ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted.
−Removed: The Company is currently in the process of evaluating the effects of ASU No.
−Removed: 2023-09 on its Consolidated Financial Statements.
+Added: The Company is currently in the process of evaluating the effects of ASU 2023-09 on its Consolidated Financial Statements.
+Added: Disaggregation of Income Statement Expenses
+Added: In November 2024, the FASB issued Accounting Standards Update No.
+Added: 2024-03, “ Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ” (“ASU 2024-03”).
+Added: ASU 2024-03 requires an entity to disclose specified information about certain costs and expense in the notes to financial statements at each interim and annual reporting period.
+Added: ASU 2024-03 is effective for annual periods beginning after December 15, 2026, with early adoption permitted.
+Added: The Company is currently in the process of evaluating the effects of ASU 2024-03 on its Consolidated Financial Statements.
+Added: Induced Conversions of Convertible Debt Instruments
+Added: In November 2024, the FASB issued Accounting Standards Update No.
+Added: 2024-04, “ Debt - Debt with Conversion and Other Options (Subtopic 470-20) ” (“ASU 2024-04”).
+Added: ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.
+Added: ASU 2024-04 is effective for annual periods beginning after December 15, 2025, with early adoption permitted for all entities that have adopted the amendments in Accounting Standards Update No.
+Added: The Company is currently in the process of evaluating the effects of ASU 2024-04 on its Consolidated Financial Statements.
Disaggregation of Revenue
2 unchanged sentences
The following table presents the Company’s revenue disaggregated by segment and by the type of relationship for the years ended December 31, 2024, 2023, and 2022.
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
Year Ended December 31, 2024
22 unchanged sentences
Total Revenue
−Removed: The contract asset balance was $ 1.4 million and $ 0.5 million as of December 31, 2023 and 2022 , respectively, and is included within Prepaid expenses and other in the Consolidated Balance Sheets.
+Added: (1) Represents revenue eliminations between business units within the Consumer Payments segment and eliminations of intersegment revenues for consolidation purpose.
+Added: When the Company’s right to consideration for performance is contingent upon a future event or satisfaction of additional performance obligations, the amount of revenues the Company has recognized in excess of the amount the Company has billed to the client is recognized as a contract asset.
+Added: The contract asset balance wa s $ 1.7 million and $ 1.4 million as of December 31, 2024 and 2023 , respectively, and is included within Prepaid expenses and other in the Consolidated Balance Sheets.
Earnings Per Share
−Removed: During the years ended December 31, 2023 and 2021, basic and diluted net income (loss) per common share is the same since the inclusion of the assumed exchange of all Post-Merger Repay Units, unvested share-based awards, outstanding stock options and 2026 Notes would have been anti-dilutive.
+Added: During the years ended December 31, 2024 and 2023, basic and diluted net income (loss) per common share is the same since the inclusion of the assumed exchange of all Post-Merger Repay Units, unvested share-based awards, outstanding stock options, outstanding ESPP purchase rights and the Company’s convertible senior notes would have been anti-dilutive.
+Added: During the year ended December 31, 2024, the aggregate principal amount of the 2029 Notes is not included in the computation of senior notes convertible into Class A Common Stock as the Company is required to settle such amount in cash.
+Added: The Company may elect to settle the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted in cash, shares of the Company’s Class A common stock, or a combination of cash and shares.
+Added: Because the average market price of the Company’s Class A common stock for the period was less than the conversion price, there are no incremental shares to be considered in the computation of senior notes convertible into Class A Common Stock.
REPAY HOLDINGS CORPORATION
3 unchanged sentences
($ in thousands, except per share data)
−Removed: Income (loss) before income tax expense
−Removed: Net loss attributable to non-controlling interests
−Removed: Income tax (expense) benefit
Net income (loss) attributable to the Company
13 unchanged sentences
Outstanding stock options for Class A common stock
−Removed: 2026 Notes convertible for Class A common stock
+Added: Outstanding ESPP purchase rights for Class A common stock
+Added: Senior notes convertible into Class A common stock
Share equivalents excluded from earnings (loss) per share
2 unchanged sentences
Each share of the Company’s Class V common stock gives the holder the right to vote the number of shares corresponding to the number of Post-Merger Repay Units held by that holder, but shares of Class V common stock have no economic rights.
−Removed: Business Combinations and Dispositions
−Removed: On June 15, 2021, the Company acquired BillingTree.
−Removed: Under the terms of the agreement and plan of merger between BT Intermediate, LLC, the Company, two newly formed subsidiaries of the Company and the owner of BT Intermediate, LLC (“BillingTree Merger Agreement”), the aggregate consideration paid at closing by the Company was approximately $ 505.8 million, consisting of approximately $ 277.5 million in cash and approximately 10 million shares of Class A common stock.
−Removed: The BillingTree Merger Agreement contains customary representations, warranties and covenants by Repay and the former owner of BillingTree, as well as a customary post-closing adjustment provision relating to working capital and similar items.
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: The following summarizes the purchase consideration paid to the seller of BillingTree:
−Removed: ($ in thousands)
−Removed: Cash consideration
−Removed: Class A common stock issued
−Removed: Total purchase price
−Removed: The Company recorded an allocation of the purchase price to BillingTree’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the June 15, 2021 closing date.
−Removed: The purchase price allocation is as follows:
−Removed: ($ in thousands)
−Removed: Cash and cash equivalents
−Removed: Accounts receivable
−Removed: Prepaid expenses and other current assets
−Removed: Total current assets
−Removed: Property, plant and equipment, net
−Removed: Restricted cash
−Removed: Identifiable intangible assets
−Removed: Total identifiable assets acquired
−Removed: Accounts payable
−Removed: Accrued expenses and other liabilities
−Removed: Deferred tax liability
−Removed: Net identifiable assets acquired
−Removed: Total purchase price
−Removed: The values allocated to identifiable intangible assets and their estimated useful lives are as follows:
−Removed: Identifiable intangible assets
−Removed: (in millions)
−Removed: Non-compete agreements
−Removed: Developed technology
−Removed: Merchant relationships
−Removed: Goodwill recognized of $ 297.5 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $ 66.5 million is expected to be deductible for tax purposes.
−Removed: Goodwill was allocated 100 % to the Company’s Consumer Payments segment.
−Removed: Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill.
−Removed: Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of BillingTree.
−Removed: On June 22, 2021, the Company acquired substantially all of the assets of Kontrol LLC (“Kontrol”).
−Removed: Under the terms of the asset purchase agreement between a newly formed subsidiary of Repay Holdings, LLC and the owner of Kontrol (“Kontrol Purchase Agreement”), the aggregate consideration to be paid by the Company was up to $ 10.5 million, of which $ 7.4 million was paid at closing.
−Removed: The Kontrol Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owner of Kontrol, as well as a customary post-closing adjustment provision relating to working capital and similar items.
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: The following summarizes the purchase consideration paid to the owner of Kontrol:
−Removed: ($ in thousands)
−Removed: Cash consideration
−Removed: Contingent consideration (1)
−Removed: Total purchase price
−Removed: (1) Reflects the fair value of the Kontrol earnout payment, the contingent consideration to be paid to the selling members of Kontrol, pursuant to the Kontrol Purchase Agreement as of June 22, 2021.
−Removed: The selling partners of Kontrol will have the contingent earnout right to receive a payment of up to $ 3.0 million, dependent upon the Gross Profit, as defined in the Kontr ol Purchase Agreement.
−Removed: As of December 31, 2022, the fair value of the Kontrol earnout was $ 0 , which resulted in a ($ 0.9 ) million a djustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the year ended December 31, 2022.
−Removed: The Company recorded an allocation of the purchase price to Kontrol’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the June 22, 2021 closing date.
−Removed: The purchase price allocation is as follows:
−Removed: ($ in thousands)
−Removed: Accounts receivable
−Removed: Prepaid expenses and other current assets
−Removed: Total current assets
−Removed: Identifiable intangible assets
−Removed: Total identifiable assets acquired
−Removed: Accounts payable
−Removed: Net identifiable assets acquired
−Removed: Total purchase price
−Removed: The values allocated to identifiable intangible assets and their estimated useful lives are as follows:
−Removed: Identifiable intangible assets
−Removed: (in millions)
−Removed: Merchant relationships
−Removed: Goodwill of $ 1.6 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $ 1.1 million on a gross basis is expected to be deductible for tax purposes.
−Removed: Goodwill was allocated 100 % to the Company’s Business Payments segment.
−Removed: Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill.
−Removed: Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Kontrol.
−Removed: On December 29, 2021, the Company acquired Payix.
−Removed: Under the terms of the merger agreement with Payix.
−Removed: (“Payix Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $ 95.6 million in cash.
−Removed: In addition to the closing consideration, the Payix Purchase Agreement contains a performance-based earnout (the “Payix Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of Payix of up to $ 20.0 million.
−Removed: The Payix acquisition was financed with cash on hand and available revolver capacity.
−Removed: The Payix Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of Payix, as well as a customary post-closing adjustment provision relating to working capital and similar items.
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: The following summarizes the purchase consideration paid to the sellers of Payix:
−Removed: ($ in thousands)
−Removed: Cash consideration
−Removed: Contingent consideration (1)
−Removed: Total purchase price
−Removed: (1) Reflects the fair value of the Payix earnout payment, the contingent consideration to be paid to the former owners of Payix, pursuant to the Payix Purchase Agreement as of December 31, 2021.
−Removed: The former owners of Payix will have the contingent earnout right to receive a payment of up to $ 20.0 million, dependent upon the Gross Profit, as defined in the Payix Purchase Agreement.
−Removed: As of December 31, 2022, the fair value of the Payix earnout was $ 0 , which resulted in a ($ 2.9 ) million ad justment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the year ended December 31, 2022.
−Removed: The Company recorded an allocation of the purchase price to Payix’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the December 29, 2021 closing date.
−Removed: The purchase price allocation is as follows:
−Removed: ($ in thousands)
−Removed: Cash and cash equivalents
−Removed: Accounts receivable
−Removed: Prepaid expenses and other current assets
−Removed: Total current assets
−Removed: Property, plant and equipment, net
−Removed: Restricted cash
−Removed: Identifiable intangible assets
−Removed: Total identifiable assets acquired
−Removed: Accounts payable
−Removed: Accrued expenses and other liabilities
−Removed: Deferred tax liability
−Removed: Net identifiable assets acquired
−Removed: Total purchase price
−Removed: The values allocated to identifiable intangible assets and their estimated useful lives are as follows:
−Removed: Identifiable intangible assets
−Removed: (in millions)
−Removed: Developed technology
−Removed: Merchant relationships
−Removed: Goodwill recognized of $ 71.2 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, no ne of which is expected to be deductible for tax purposes.
−Removed: Goodwill was allocated 100 % to the Company’s Consumer Payments segment.
−Removed: Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill.
−Removed: Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Payix.
+Added: Business Dispositions
On February 15, 2023, the Company sold BCS within the Consumer Payments segment for cash proceeds of $ 41.9 million.
During the year ended December 31, 2023, the Company recognized a loss of $ 10.0 million associated with the sale, comprised of the difference between the consideration received and the net carrying amount of the assets and liabilities of the business within Loss on business disposition in the Company’s Condensed Consolidated Statement of Operations.
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
In connection with the disposition of BCS, the Company recognized a reduction in goodwill of $ 35.3 million within the Consumer Payments segment.
1 unchanged sentence
For the years ended December 31, 2023 and 2022, BCS contributed $ 1.2 million an d $ 9.8 million to the Consumer Payments segment revenue, respectively.
−Removed: Pro Forma Financial Information (Unaudited)
−Removed: The supplemental consolidated results of the Company on an unaudited pro forma basis give effect to BillingTree, Kontrol and Payix acquisitions as if the transactions had occurred on January 1, 2021.
−Removed: The unaudited pro forma information reflects adjustments for the issuance of the Company’s common stock, debt incurred in connection with the transactions, the impact of the fair value of intangible assets acquired and related amortization and other adjustments the Company believes are reasonable for the pro forma presentation.
−Removed: In addition, the pro forma earnings exclude acquisition-related costs.
−Removed: ($ in thousands, except per share data)
−Removed: Pro Forma Year Ended December 31, 2021
−Removed: Net loss attributable to non-controlling interests
−Removed: Net loss attributable to the Company
−Removed: Loss per Class A share - basic
−Removed: Loss per Class A share - diluted
Fair Value of Assets and Liabilities
1 unchanged sentence
There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented.
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
December 31, 2024
1 unchanged sentence
Cash and cash equivalents
−Removed: Contingent consideration
+Added: Restricted cash
Tax receivable agreement
2 unchanged sentences
Cash and cash equivalents
−Removed: Contingent consideration
+Added: Restricted cash
Tax receivable agreement
3 unchanged sentences
They are classified within Level 1 of the fair value hierarchy, as the price is obtained from quoted market prices in an active market.
−Removed: The carrying amounts of the
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: Company’s cash and cash equivalents approximate their fair values due to the short maturities and highly liquid nature of these accounts.
+Added: The carrying amounts of the Company’s cash and cash equivalents approximate their fair values due to the short maturities and highly liquid nature of these accounts.
+Added: Restricted Cash
+Added: Restricted cash is classified within Level 1 of the fair value hierarchy under ASC 820, as the primary component is cash that is used as collateral for debts.
+Added: The carrying amounts of the Company’s restricted cash approximate their fair values due to the highly liquid nature.
Other assets contain a minority equity investment in a privately-held company.
1 unchanged sentence
The investment is classified as Level 2 as observable adjustments to value are infrequent and occur in an inactive market.
−Removed: Contingent Consideration
−Removed: Contingent consideration relates to potential payments that the Company may be required to make associated with acquisitions.
−Removed: The contingent consideration is recorded at fair value based on actuals or estimates of discounted future cash flows associated with the acquired businesses.
−Removed: To the extent that the valuation of these liabilities is based on inputs that are less observable or not observable in the market, the determination of fair value requires more judgment.
−Removed: Accordingly, the fair value of contingent consideration is classified within Level 3 of the fair value hierarchy, under ASC 820.
−Removed: The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805, Business Combinations (“ASC 805”).
−Removed: As of December 31, 2022, the present value of contingent consideration reflects the actual anticipated payments.
−Removed: The following table provides a rollforward of the contingent consideration related to previous business acquisitions.
−Removed: Refer to Note 5.
−Removed: Business Combinations for more details.
−Removed: Year Ended December 31,
−Removed: ($ in thousands)
−Removed: Balance at beginning of period
−Removed: Valuation adjustment
−Removed: Balance at end of period
−Removed: The revolving credit facility and 2026 Notes are measured at amortized cost, which the carrying value is unpaid principal net of unamortized debt discount and debt issuance costs.
+Added: The revolving credit facility and convertible senior notes are measured at amortized cost, which the carrying value is unpaid principal net of unamortized debt discount and debt issuance costs (“DDIC”).
The estimated fair value of the revolving credit facility approximates the unpaid principal because its interest rate approximates market interest rates.
−Removed: The estimated fair value of the 2026 Notes is determined using the quoted prices from over-the-counter markets.
+Added: The estimated fair value of convertible senior notes is determined using the quoted prices from over-the-counter markets.
The estimated fair value of the Company’s borrowings is classified within Level 2 of the fair value hierarchy, as the market interest rates and quoted prices are generally observable and do not contain a high level of subjectivity.
+Added: As of December 31, 2024 and 2023, the Company had $ 0 drawn against the revolving credit facility.
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
The following table provides the carrying value and estimated fair value of borrowings.
1 unchanged sentence
December 31, 2024
−Removed: December 31, 2022
($ in thousands)
+Added: Principal Amount
+Added: Unamortized DDIC
Carrying Value
+Added: Revolving credit facility
+Added: Total borrowings
+Added: December 31, 2023
+Added: ($ in thousands)
+Added: Principal Amount
+Added: Unamortized DDIC
Carrying Value
Revolving credit facility
+Added: Total borrowings
Tax Receivable Agreement
1 unchanged sentence
As a result of the TRA, the Company established a liability in its consolidated financial statements.
−Removed: The TRA is recorded at fair value based on estimates of discounted future cash flows associated with the estimated payments to the Post-Merger Repay Unit holders.
+Added: The Company elected to measure TRA at fair value under ASC 825 Financial Instruments - Fair Value Option to better align its economic value with Company’s risk management strategies.
+Added: The fair value of TRA is based on estimates of discounted future cash flows associated with the estimated payments to the Post-Merger Repay Unit holders.
These inputs are not observable in the market;
−Removed: thus, the TRA is classified within Level 3 of the
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: fair value hierarchy, under ASC 820.
+Added: thus, the TRA is classified within Level 3 of the fair value hierarchy, under ASC 820.
The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805.
2 unchanged sentences
A significant increase or decrease in the discount rate could have r esulted in a lower or higher balance, respectively, as of the measurement date.
−Removed: The TRA balance was adjusted by $ 9.8 million t hrough exchanges of Post-Merger Repay Units, accretion expense and a valuation adjustment, related to an increase in the discount rate, which was 6.48 % as of December 31, 2022.
+Added: The TRA balance was adjusted by $ 14.7 million through exchanges , a payment, accretion expense and a valuation adjustment, related to a decrease in the income tax rate used to measure the TRA as of the Early Termination Date and a decrease in the discount rate, which was 7.10 % as of December 31, 2023.
The following table provides a rollforward of the TRA related to the Business Combination and subsequent exchanges of Post-Merger Repay Units.
6 unchanged sentences
Balance at end of period
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
Property and Equipment
4 unchanged sentences
Accumulated depreciation and amortization
+Added: Total property and equipment, net
Depreciation expense for property and equipment was $ 1.7 million, $ 2.4 million and $ 2.4 million for the years ended December 31, 2024, 2023 and 2022 , respectively.
1 unchanged sentence
The Company holds definite and indefinite-lived intangible assets.
−Removed: As of December 31, 2023 , the indefinite-lived intangible assets consist of one trade name, arising from the acquisitions of Hawk Parent.
−Removed: As of December 31, 2022 , the indefinite-lived intangible assets consist of two trade names, arising from the acquisitions of Hawk Parent and Media Payments.
+Added: As of December 31, 2024 and 2023, the indefinite-lived intangible assets consist of one trade name, arising from the acquisitions of Hawk Parent.
+Added: During the year ended December 31, 2024 , the Company capitalized $ 44.1 million of software costs related to business operations and software integrations.
+Added: In addition, the Company wrote-off fully amortized software costs and associated accumulated amortization of $ 151.7 million and fully amortized non-compete agreements and associated accumulated amortization of $ 4.4 million.
During the year ended December 31, 2023, the Company recognized an impairment of $ 0.1 million related to a trade name write-off of Media Payments related to the Business Payments segment.
2 unchanged sentences
The impairment loss was recognized within Impairment loss in the Company’s Consolidated Statements of Operations.
−Removed: During the year ended December 31, 2021, the Company recorded an impairment loss of $ 2.2 million related to the write-offs of certain trade names, of which $ 1.0 million and $ 1.2 million of the impairment loss related to the Consumer Payments and Business Payments segments, respectively.
−Removed: The impairment loss was recognized within Impairment loss in the Company’s Consolidated Statements of Operations.
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
Intangible assets consisted of the following:
15 unchanged sentences
The Company’s amortization expense for intangible assets was $ 102.0 million, $ 101.4 million and $ 105.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
The estimated amortization expense for the next five years and thereafter in the aggregate is as follows:
4 unchanged sentences
The Company’s reporting units for goodwill impairment evaluation purposes are the same as its reportable segments.
−Removed: The Company concluded that goodwill was impaired for the Business Payments segment as of December 31, 2023.
−Removed: As of December 31, 2023 , accumulated impairment loss was $ 75.7 million for the Business Payments segment.
−Removed: As of December 31, 2022 and 2021, there were no accumulated impairment losses for either the Consumer Payments or Business Payments segment.
−Removed: The following table presents changes to goodwill by business segment, for the years ended December 31, 2023 and 2022:
+Added: The Company concluded that goodwill was no t impaired for either the Consumer Payments or the Business Payments segment as of December 31, 2024.
+Added: As of December 31, 2024 and 2023, accumulated impairment loss was $ 75.7 million for the Business Payments segment.
+Added: As of December 31, 2022, there were no accumulated impairment losses for either the Consumer Payments or Business Payments segment.
+Added: The following table presents changes to goodwill by business segment, for the year ended December 31, 2023:
($ in thousands)
2 unchanged sentences
Balance at December 31, 2022
−Removed: Measurement period adjustment
Balance at December 31, 2023
−Removed: Balance at December 31, 2023
+Added: There were no changes in the carrying amount of goodwill for either the Consumer Payments or Business Payments segment during the year ended December 31, 2024.
During the year ended December 31, 2023, the Company recognized a reduction in goodwill of $ 35.3 million related to the disposition of BCS.
1 unchanged sentence
Determining the fair value of a reporting unit is subject to uncertainty, as the Business Payments reporting unit was primarily impacted by a change in the discount rate.
−Removed: The impairment
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: loss was recognized within Impairment loss in the Company’s Consolidated Statements of Operations.
+Added: The impairment loss was recognized within Impairment loss in the Company’s Consolidated Statements of Operations.
The fair value of the Business Payments reporting unit is considered a Level 3 fair value measurement as it includes certain unobservable inputs.
−Removed: During the year ended December 31, 2022 , the Company recognized a $ 3.7 million measurement period adjustment in accordance with the BillingTree acquisition, primarily related to a $ 4.7 million increase in deferred tax liability as a result of the finalization of the tax basis balance sheet.
−Removed: An increase in accounts receivable of $ 1.0 million was also recognized related to updated collection information on the acquired receivables.
−Removed: The goodwill reallocation of $ 138.2 million between the Consumer Payments and Business Payments segments resulted from the relative fair value allocation of the new reporting units structure as of December 31, 2022 .
Amended Credit Agreement
6 unchanged sentences
The undrawn capacity of the existing revolving credit facility under the Amended Credit Agreement became $ 185.0 million after the repayment.
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: Second Amended Credit Agreement
+Added: On July 10, 2024, the Company entered into a Second Amended and Restated Revolving Credit Agreement (the “Second Amended Credit Agreement”) with certain financial institutions, as lenders, and Truist Bank, as administrative agent.
+Added: The Second Amended Credit Agreement amends and restates the Amended Credit Agreement.
+Added: The Second Amended Credit Agreement establishes a $ 250.0 million senior secured revolving credit facility.
+Added: The borrowings accrue interest at either base rate plus a margin of 0.75 % to 1.75 % or at an adjusted SOFR rate plus a margin of 1.75 % to 2.75 %, in each case depending on the total net leverage ratio, as defined in the Second Amended Credit Agreement.
+Added: The unused commitment fees accrue at 0.25 % on the daily amount of unused commitment.
+Added: This facility matures on the earlier of (a) July 10, 2029 , (b) the date that is 91 days prior to the maturity date of the 2026 Notes (defined below) (subject to certain exceptions for adequate liquidity) and (c) the date that is 91 days prior to the maturity date of the 2029 Notes (defined below) (subject to certain exceptions for adequate liquidity).
+Added: The maturity date may be extended, subject to certain terms and conditions.
As of December 31, 2024 , the Company had $ 0 drawn against the revolving credit facility.
−Removed: The Company’s interest expense on the revolving credit facility, including unused commitment fees and amortization of deferred issuance costs, totaled $ 3.8 million for the year ended December 31, 2023 .
−Removed: Interest expense was $ 4.4 million for the year ended December 31, 2022.
−Removed: Convertible Senior Debt
−Removed: On January 19, 2021, the Company issued $ 440.0 million in aggregate principal amount of 0.00 % Convertible Senior Notes due 2026 in a private placement.
−Removed: The initial conversion rate of the 2026 Notes was 29.7619 shares of Class A common stock per $1,000 principal amount of 2026 Notes (equivalent to an initial conversion price of approximately $ 33.60 per share of Class A common stock).
+Added: The Company paid $ 0.6 million and $ 0.5 million in fees related to unused commitments for the years ended December 31, 2024 and 2023, respectively.
+Added: Convertible Senior Notes
+Added: On January 19, 2021, the Company issued $ 440.0 million in aggregate principal amount of 0.00 % Convertible Senior Notes due 2026 (the “2026 Notes”) in a private placement.
+Added: The initial conversion rate of the 2026 Notes was 29.7619 shares of Class A common stock per $1,000 principal amount of the 2026 Notes (equivalent to an initial conversion price of approximately $ 33.60 per share of Class A common stock).
Upon conversion of the 2026 Notes, the Company may choose to pay or deliver cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock.
1 unchanged sentence
Subject to Nasdaq requirements, the Company controls the conversion rights prior to November 3, 2025, unless a fundamental change or an event of default occurs.
−Removed: During the year ended December 31, 2023, the conversion contingencies of the 2026 Notes were not met, and the conversion terms of the 2026 Notes were not significantly changed.
−Removed: The following table summarizes the total borrowings under the Amended Credit Agreement and 2026 Notes:
+Added: On July 8, 2024, the Company repurchased $ 220.0 million in aggregate principal amount of the 2026 Notes at a discount based on the quoted prices from over-the-counter markets, with a cash payment of $ 205.2 million.
+Added: The repurchase of the 2026 Notes resulted in a gain of $ 13.1 million, net of a write-off of debt issuance costs relating to the repurchased principal during the year ended December 31, 2024 and was recorded within Gain on debt extinguishment in the Company’s Condensed Consolidated Statements of Operations.
+Added: On July 8, 2024, the Company issued $ 287.5 million aggregate principal amount of 2.875 % Convertible Senior Notes due 2029 (the “2029 Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
+Added: $ 27.5 million aggregate principal amount of the 2029 Notes were sold in connection with the full exercise of the initial purchasers’ option to purchase such additional 2029 Notes offering pursuant to the purchase agreement.
+Added: The net proceeds of the 2029 Notes were $ 279.2 million after fees and expenses incurred.
+Added: The 2029 Notes bear interest at a fixed rate of 2.875 % per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2025.
+Added: The initial conversion rate of the 2029 Notes was 76.8182 of the Class A common stock per $1,000 principal amount of the 2029 Notes (equivalent to an initial conversion price of approximately $ 13.02 per share of Class A common stock).
+Added: The conversion rate is subject to customary adjustments upon the occurrence of certain events.
+Added: Prior to April 15, 2029, the 2029 Notes are convertible at the option of the holders, only under certain circumstances, into cash up to the aggregate principal amount of the 2029 Notes to be converted and cash, shares of the Company’s Class A common stock, or a combination of cash and shares, 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 2029 Notes being converted.
+Added: On or after April 15, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert the 2029 Notes at any time, regardless of the foregoing circumstances.
+Added: The 2029 Notes will mature on July 15, 2029 , unless earlier repurchased, redeemed, or converted in accordance with their terms.
+Added: On July 8, 2024, in connection with the issuance of the 2029 Notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and certain other financial institutions.
+Added: The Company used approximately $ 39.2 million of the net proceeds from the 2029 Notes to pay the cost of the capped call transactions.
+Added: The capped call transactions are expected generally to reduce the potential dilution to the Class A common stock upon any conversion of the 2029 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted the 2029 Notes.
+Added: The capped call had an initial strike price of $ 13.02 per share and a cap price of $ 20.42 per share.
+Added: The capped call transactions meet the accounting criteria to be reflected in stockholders’ equity and not accounted for as derivatives.
+Added: The cost of $ 39.2 million incurred in connection with the capped call transactions was reflected as a reduction to Additional paid-in-capital in Company’s Consolidated Balance Sheets at December 31, 2024, net of applicable income taxes.
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: During the year ended December 31, 2024 , the conversion contingencies of the convertible senior notes were not met, and the conversion terms of the 2026 Notes and 2029 Notes were not significantly changed.
+Added: The Company’s interest expense on the convertible senior notes was $ 4.0 million and $ 0 for the years ended December 31, 2024 and 2023, respectively.
+Added: The following table summarizes the total borrowings under the credit agreements and convertible senior notes:
($ in thousands)
2 unchanged sentences
Non-current indebtedness:
−Removed: Revolving Credit Facility (1)
−Removed: Convertible Senior Debt
+Added: Convertible senior notes:
Total borrowings
1 unchanged sentence
Total non-current borrowings
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: (1) The revolving credit facility bears interest at variable rates, which were 6.63 % as of December 31, 2022 .
−Removed: (2) The Company incurred $ 2.8 million, $ 2.8 million and $ 2.5 million of interest expense for the amortization of deferred debt issuance costs for the years ended December 31, 2023, 2022 and 2021 , respectively.
+Added: (1) The Company incurre d $ 3.0 million, $ 2.8 million and $ 2.8 million of interest expense for the amortization of deferred debt issuance costs for the years ended December 31, 2024, 2023 and 2022 , respectively.
Following is a summary of principal maturities of borrowings outstanding as of December 31, 2024 for each of the next five years ending December 31 and in the aggregate:
9 unchanged sentences
Options that are reasonably certain of being exercised are factored into the determination of the lease term, and related payments are included in the calculation of the right-of-use asset and lease liability.
−Removed: On September 27, 2023, the Company entered an agreement with a third party to sublease one of the operating leases.
−Removed: The Company performed an impairment analysis and used the market approach to calculate the fair value of the associated ROU asset.
−Removed: An impairment loss of $ 0.1 million related to Consumer Payments segment was recorded within Other (loss) income in the Company’s Consolidated Statements of Operations as the result of the reassessment.
−Removed: During the year ended December 31, 2023, the Company recognized sub lease income of $ 0.1 million within Other (loss) income in the Company’s Consolidated Statements of Operations.
+Added: On December 31, 2023, the Company entered into an amendment for one of the existing leases to relocate to another space within the building, commencing on August 1, 2024.
+Added: The landlord provided a construction allowance, in the form of reimbursements, of up to $ 1.4 million related to approved improvements and renovations of the landlord’s property during the construction period.
+Added: On July 25, 2024, the Company further amended and restated the agreement which modified the commencement date of the lease to September 1, 2024.
+Added: On July 12, 2024, the Company entered an agreement with a third party to sublease one of the operating leases.
+Added: No impairment test was performed due to the anticipated sublease income exceeding the lease costs for the term of the sublease.
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: During the year ended December 31, 2024 and 2023, the Company recognized sub lease income of $ 0.3 million and $ 0.1 million, respectively, within Other (loss) income in the Company’s Consolidated Statements of Operations.
The components of lease costs are presented in the following table:
4 unchanged sentences
Short-term lease costs
−Removed: Variable lease costs
Total lease costs
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
Amounts reported in the Consolidated Balance Sheets were as follows:
22 unchanged sentences
Related Party Transactions
−Removed: Related party payables consisted of the following:
−Removed: ($ in thousands)
−Removed: CPS accrued earnout liability
−Removed: Other payables to related parties
−Removed: The Company incurred transaction costs on behalf of related parties of $ 5.4 million, $ 10.6 million and $ 8.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.
+Added: The Company incurred transaction costs on behalf of related parties of $ 0 , $ 5.4 million and $ 10.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
These costs consist of retention bonuses and other compensation to employees, associated with the costs resulting from the integration of new businesses.
−Removed: The Company held receivables from related parties of $ 0.1 million and $ 0.3 million as of December 31, 2023 and 2022, respectively.
−Removed: These amounts were due from employees, related to tax withholding on vesting of equity compensation.
−Removed: Share Based Compensation for more detail on these restricted share awards.
−Removed: Further, the Company owed employees $ 0.0 million for amounts paid on behalf of the Company as of both December 31, 2023 and 2022.
+Added: The Company held TRA payables for related parties of $ 27.5 million and $ 25.4 million as of December 31, 2024 and 2023 , respectively.
+Added: These amounts were owed to holders of the Post-Merger Repay Units.
REPAY HOLDINGS CORPORATION
Notes to Consolidated Financial Statements
−Removed: The Company owed $ 0 and $ 1.0 million to related parties, in the form of contingent consideration payable to the sellers CPS, who were employees of Repay, as of December 31, 2023 and 2022 , respectively.
−Removed: In March 2023, the Company paid the CPS earnout payment of $ 1.0 million.
Share Based Compensation
2 unchanged sentences
The Incentive Plan became effective immediately upon the closing of the Business Combination.
−Removed: On June 8, 2022, the Company’s shareholders approved an amendment and restatement of the Incentive Plan, which, among other modifications, increased the number of shares available for awards by 6,500,000 , so that the total reserved shares for issuance under the Incentive Plan is 13,826,728 .
+Added: On June 8, 2022, the Company’s shareholders approved an amendment and restatement of the Incentive Plan, which, among other modifications, increased the number of shares available for awards by 6,500,000 .
+Added: On May 30, 2024, the Company’s shareholders approved an amendment and restatement of the Incentive Plan, which, among other modifications, increased the number of shares available for awards by 8,400,000 , so that the total reserved shares for issuance under the Incentive Plan is 22,226,728 .
Under this plan, the Company currently has four types of share-based compensation awards outstanding:
22 unchanged sentences
Unvested at December 31, 2024
−Removed: (1) The forfeited shares include shares forfeited as a result of employee terminations and shares withheld to satisfy employees’ tax withholding and payment obligations in connection with the vesting of restricted stock awards under the
+Added: (1) The forfeited shares include shares forfeited as a result of employee terminations and shares withheld to satisfy employees’ tax withholding and payment obligations in connection with the vesting of restricted stock awards under the Incentive Plan during the year ended December 31, 2024 ;
+Added: further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan.
REPAY HOLDINGS CORPORATION
Notes to Consolidated Financial Statements
−Removed: Incentive Plan during the year ended December 31, 2023 ;
−Removed: further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan.
−Removed: The grant date fair value of a PSU is based on quoted market value of the Company’s Class A common stock on the grant date or estimated using the Monte Carlo simulation.
−Removed: PSUs reflect a relative total shareholder return measure, such that the Company’s total shareholder return relative to a comparator group is the performance condition that determines the number of shares (if any) ultimately issued upon vesting.
−Removed: Compensation expense is recognized on a graded vesting basis over the applicable performance or service period.
−Removed: The performance or service period for awards granted is three years.
+Added: The Company has two types of PSU grant agreements, with one vesting based on relative total stock return (“TSR PSUs”) and one vesting based on adjusted EBITDA growth (“EBITDA PSUs”).
+Added: TSR PSUs are based on a performance condition, such that the Company’s total shareholder return relative to a comparator group for the applicable performance period determines the number of shares (if any) that is ultimately issued upon vesting.
+Added: The grant date fair value of TSR PSUs is estimated using the Monte Carlo simulation.
+Added: Compensation expense of TSR PSUs is recognized on a straight-line basis over the applicable performance period.
+Added: The performance and service period for TSR PSUs is three years.
+Added: EBITDA PSUs are based on a performance condition, such that the growth of the Company’s adjusted EBITDA during each fiscal year within the applicable performance period determines the number of shares (if any) that is ultimately issued upon vesting.
+Added: The grant date fair value of EBITDA PSUs is based on the quoted market value of the Company’s Class A common stock on the grant date.
+Added: As the Company determines that the performance condition associated with EBITDA PSUs is probable, the attributable compensation expense is recognized on a straight-line basis over the applicable performance period.
+Added: If, in the future, it is determined that achieving the performance condition related to EBITDA PSUs is improbable, the Company would reverse any compensation expense recognized to date associated with EBITDA PSUs.
+Added: The performance and service period for EBITDA PSUs is three years.
Activity for PSUs for the year ended December 31, 2024 was as follows:
4 unchanged sentences
(1) Represent shares to be paid out at 100 % target level.
+Added: The weighted average grant date fair value of TSR PSUs granted during the year ended December 31, 2024 and 2023 was $ 16.36 and $ 8.87 , respectively.
+Added: Fair value was estimated on the date of grant using Monte Carlo simulation with the following weighted average assumptions:
+Added: Year Ended December 31,
+Added: Risk-free interest rate
+Added: Expected volatility
+Added: Correlation coefficients
+Added: Dividend yield
+Added: Expected term (in years)
+Added: The risk-free interest rate was based on the yield of a zero coupon U.S.
+Added: Treasury security with a maturity equal to the contractual term of three years.
+Added: The assumption on expected volatility was based on the average of historical peer group volatilities using daily prices.
+Added: Correlation coefficients are calculated between the index and the peer group using the same daily stock prices that are used for the expected volatility assumptions.
+Added: The dividend yield assumption was determined as 0 % since the Company pays no dividends.
+Added: Expected term was based on the time period from the grant date to the end of the performance period.
For PSUs, RSAs, and RSUs vested during the year ended December 31, 2024 , the total fair value, based upon the Company’s Class A common stock price at the date vested, was $ 14.8 million.
2 unchanged sentences
Stock options are granted with an exercise price equal to the market value of the Company’s common stock on the grant date and have a term of seven years .
−Removed: Stock options vest in three tranches, and each tranche may vest upon the later of (i) the date that the market value of the Company’s common stock for a period of twenty consecutive trading days exceeds a stock price goal and (ii) the corresponding time based service requirement.
+Added: Stock options vest in three tranches, and each tranche may vest upon the later of (i)
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: the date that the market value of the Company’s common stock for a period of twenty consecutive trading days exceeds a stock price goal and (ii) the corresponding time based service requirement.
Activity for PSOs for the year ended December 31, 2024 was as follows:
5 unchanged sentences
Options vested and exercisable at December 31, 2024
−Removed: The Company recognized compensation expense for PSOs o f $ 1.4 million d uring the year ended December 31, 2023.
−Removed: Unrecognized compensation expense related to outstanding PSOs wa s $ 1.6 million at December 31, 2023 , which is expected to be recognized as expense over the weighted-average period of 1.54 years.
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
+Added: The Company recognized compensation expense for PSOs o f $ 1.1 million during the year ended December 31, 2024 .
+Added: Unrecognized compensation expense related to outstanding PSOs was $ 0.5 million at December 31, 2024 , which is expected to be recognized as expense over the weighted-average period of 1.0 year.
+Added: During the year ended December 31, 2024 , cash received from exercise of PSOs was $ 0.4 million, and $ 0.0 million of tax benefit was recognized from PSOs exercise.
The weighted average grant date fair value of PSOs granted during the year ended December 31, 2023 was $ 2.61 .
18 unchanged sentences
Hawk Parent’s members, including Repay Holdings Corporation, are liable for federal, state and local income taxes based on their allocable share of Hawk Parent’s pass-through taxable income.
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
The components of loss before income taxes are as follows:
7 unchanged sentences
Total current expense
−Removed: Deferred expense
+Added: Deferred expense (benefit)
Total deferred expense (benefit)
Income tax expense (benefit)
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
A reconciliation of the United States statutory income tax rate to the Company’s effective income tax rate is as follows for the years indicated:
14 unchanged sentences
The comparison of the Company’s effective tax rate to the U.S.
−Removed: statutory tax rate of 21 % was primarily influenced by the fact that the Company is not liable for the income taxes on the portion of Hawk Parent’s earnings that are attributable to noncontrolling interests, the impact of the goodwill impairment, the excess tax shortfall related to share-based compensation and the business disposition.
+Added: statutory tax rate of 21 % was primarily influenced by the fact that the Company is not liable for the income taxes on the portion of Hawk Parent’s earnings that are attributable to noncontrolling interests, the calculation of the Federal and state research and development credit and its impact on income taxes and the excess tax shortfall related to share-based compensation.
Further, the comparison is reflective of the effect of remeasuring net deferred tax assets for state tax rate changes.
1 unchanged sentence
Details of the Company’s deferred tax assets and liabilities are as follows:
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
($ in thousands)
2 unchanged sentences
Deferred tax assets
−Removed: Section 163(j) Limitation Carryover
Acquisition Costs
1 unchanged sentence
State Net Operating Losses
−Removed: Foreign Net Operating Losses
+Added: Tax Integrated Capped Call
Partnership basis tax differences
8 unchanged sentences
As a result of the finalization of 2023 income tax returns, Post-Merger Repay Unit exchanges during the year ended December 31, 2024 , and estimates of current year activity, the Company recognized a reduction of the deferred tax asset (“DTA”) and offsetting deferred tax liability (“DTL”) in the amount of $ 3.2 million, compared to a reduction of $ 3.8 million during the year ended December 31, 2023, to account for the portion of the Company’s outside basis in the partnership interest that it will not recover through tax deductions, a ceiling rule limitation arising under Internal Revenue Code (the “Code”) sec.
−Removed: As the ceiling rule causes taxable income allocations to be in excess of 704(b) book allocations the DTL will unwind,
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: leaving only the DTA, which may only be recovered through the sale of the partnership interest in Hawk Parent.
+Added: As the ceiling rule causes taxable income allocations to be in excess of 704(b) book allocations the DTL will unwind, leaving only the DTA, which may only be recovered through the sale of the partnership interest in Hawk Parent.
The Company has concluded, based on the weight of all positive and negative evidence, that all of the DTA associated with the ceiling rule limitation is not likely to be realized as of December 31, 2024 .
2 unchanged sentences
NOLs of approximately $ 4.0 million and $ 0.1 million will begin to expire in 2034 and 2028 , respectively.
−Removed: As of December 31, 2023 , the Company had federal and state tax credit carryforwards of $ 3.6 million and $ 1.1 million, respectively, which will begin to expire in 2039 and 2032 .
+Added: As of December 31, 2024 , the Company had federal and state research tax credit carryforwards of $ 3.8 million and $ 1.3 million, respectively, which will begin to expire in 2039 and 2032 , respectively.
+Added: As of December 31, 2024 , the Company had a federal foreign tax credit carryforward of $ 0.5 million.
The Company believes as of December 31, 2024 , based on the weight of all positive and negative evidence, it is more likely than not that the results of future operations will generate sufficient taxable income to realize the NOLs and tax credits and, as such, no valuation allowance was recorded.
+Added: The Company is no longer subject to U.S.
+Added: Federal, state, or local examinations by tax authorities for years prior to 2020.
No uncertain tax positions existed as of December 31, 2024.
7 unchanged sentences
The TRA Payments are not conditioned upon any continued ownership interest in Hawk Parent or Repay.
−Removed: The rights of each party under the TRA other than the Company are assignable.
+Added: The rights of each party under the TRA other
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: than the Company are assignable.
The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors.
−Removed: As of December 31, 2023, the Company had a liability of $ 188.9 million related to its projected obligations under the TRA, which is captioned as the tax receivable agreement liability in the Company’s Consolidated Balance Sheets.
−Removed: The increase of $ 9.8 million in the TRA liability for the year ended December 31, 2023 , was primarily a result of the change in the Early Termination Rate, offset by subsequent exchanges of Post-Merger Repay Units occurring during the period, as well as increase to the TRA liability as a result of accretion.
+Added: As of December 31, 2024, the Company had a liability of $ 203.6 million related to the fair value of its projected obligations under the TRA, which is captioned as the tax receivable agreement liability in the Company’s Consolidated Balance Sheets.
+Added: The increase of $ 14.7 million in the TRA liability for the year ended December 31, 2024 , was primarily a result of the decrease in the Early Termination Rate, subsequent exchanges of Post-Merger Repay Units occurring during the period, and accretion, partially offset by a decrease in the tax rate and a payment of the current portion of the TRA liability, as reported at December 31, 2023, over the same period.
The Company organizes its business structure around two operating segments based on review of discrete financial results for each of the operating segments by the Company’s chief operating decision maker (“CODM”), for performance assessment and resource allocation purposes.
2 unchanged sentences
(1) Consumer Payments and (2) Business Payments.
−Removed: REPAY HOLDINGS CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: The following table presents revenue and gross profit for each reportable segment.
+Added: The Company’s CODM is the Chief Executive Officer.
+Added: For both segments, the CODM uses the segment gross profit to allocate resources (including employees, property, and financial or capital resources) and assess performance of each segment predominantly in the annual budget and forecasting process.
+Added: The CODM considers budget-to-actual variances on a monthly basis for the gross profit measure when making decisions about allocating capital and personnel to the segments.
+Added: The following table presents revenue, cost of services and gross profit for each reportable segment.
Year Ended December 31,
4 unchanged sentences
Total revenue
+Added: Cost of services (exclusive of depreciation and amortization)
+Added: Consumer Payments
+Added: Business Payments
+Added: Total cost of services (exclusive of depreciation and amortization)
Gross profit (2)
8 unchanged sentences
Net income (loss)
−Removed: (1) Represents intercompany eliminations between segments for consolidation purpose.
−Removed: (2) Represents revenue less costs of services.
+Added: (1) Represents revenue eliminations between business units within the Consumer Payments segment and eliminations of intersegment revenues for consolidation purpose.
+Added: (2) Represents revenue less costs of services (exclusive of depreciation and amortization).
(3) Represents total operating expenses less costs of services (exclusive of depreciation and amortization).
+Added: REPAY HOLDINGS CORPORATION
+Added: Notes to Consolidated Financial Statements
Revenue and costs of services are attributed directly to each segment.
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.