Repay SPAC

Made public by

sourced by PitchSend

29 of 34

Creator

REPAY logo
REPAY

Category

Financial

Published

2019

Slides

Transcriptions

#1REPAY Realtime Electronic Payments REPAY Investor Presentation August 2019#2Disclaimer On July 11, 2019, Thunder Bridge Acquisition, Ltd. ("Thunder Bridge") and Hawk Parent Holdings LLC completed their previously announced business combination under which Thunder Bridge acquired Hawk Parent Holdings LLC, upon which Thunder Bridge changed its name to Repay Holdings Corporation ("REPAY" or the "Company"). Unless otherwise indicated, information provided in this presentation that relates to the periods prior to the closing of the Business Combination on July 11, 2019 reflect that of Hawk Parent Holdings LLC prior to the Business Combination. The Company's filings with the Securities and Exchange Commission ("SEC"), which you may obtain for free at the SEC's website at http://www.sec.gov, discuss some of the important risk factors that may affect our business, results of operations and financial condition. Forward-Looking Statements This presentation (the "Presentation") contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook" or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding REPAY's industry and market sizes, future opportunities for REPAY and REPAY's estimated future results, including the full year 2019 outlook. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. In addition to factors previously disclosed in prior reports filed with the SEC and those identified elsewhere in this Presentation, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: a delay or failure to realize the expected benefits from the business combination; a delay or failure to integrate and realize the benefits of the TriSource acquisition and any difficulties associated with operating in the back-end processing markets in which REPAY does not have any experience; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets; risks relating to REPAY's relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to develop and maintain effective internal controls. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this Presentation. Forecasts and estimates regarding REPAY's industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Use of Projections This Presentation contains financial forecasts with respect to, among other things, REPAY's total revenue, gross profit, annual card payment volume, Adjusted EBITDA and certain ratios and other metrics derived therefrom for the fiscal year 2019. These unaudited financial projections have been provided by REPAY's management, and REPAY's independent auditors have not audited, reviewed, compiled, or performed any procedures with respect to the unaudited financial projections for the purpose of their inclusion in this Presentation and, accordingly, do not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. These unaudited financial projections should not be relied upon as being necessarily indicative of future results. The inclusion of the unaudited financial projections in this Presentation is not an admission or representation by the Company that such information is material. The assumptions and estimates underlying the unaudited financial projections are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the unaudited financial projections. There can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the unaudited financial projections. Inclusion of the unaudited financial projections in this Presentation should not be regarded as a representation by any person that the results contained in the unaudited financial projections will be achieved. Industry and Market Data The information contained herein also includes information provided by third parties, such as market research firms. In particular, REPAY has commissioned an independent research report from Stax Inc. ("Stax") for market and industry information to be used by REPAY. Neither of REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information. Neither REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, such as Stax, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Neither REPAY nor its affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Non-GAAP Financial Measures This Presentation includes certain non-GAAP financial measures that REPAY's management us to evaluate its operating business, measure its performance and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, depreciation and amortization, as adjusted to add back certain non-cash and non-recurring charges, such as loss on extinguishment of debt, non-cash change in fair value of contingent consideration, share-based compensation charges, transaction expenses, management fees, legacy commission related charges, employee recruiting costs, loss on disposition of property and equipment, other taxes, strategic initiative related costs and other non-recurring charges. Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain non-cash and non-recurring charges, such as loss on extinguishment of debt, non-cash change in fair value of contingent consideration, transaction expenses, share-based compensation expense, management fees, legacy commission related charges, employee recruiting costs, loss on disposition of property and equipment, strategic initiative related costs and other non-recurring charges. REPAY believes that Adjusted EBITDA and Adjusted Net Income provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, Adjusted EBITDA and Adjusted Net Income are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measure to analyze REPAY's business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY's industry may report measures titled Adjusted EBITDA, Adjusted Net Income or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider Adjusted EBITDA and Adjusted Net Income alongside other financial performance measures, including net income and our other financial results presented in accordance with GAAP. This Presentation includes forecasted 2019 Adjusted EBITDA for REPAY. This Presentation does not provide a reconciliation of this forward-looking, non-GAAP financial measure to the most directly comparable GAAP financial measure because calculating the components would involve numerous estimates and judgments that are unduly burdensome to prepare and may imply a degree of precision that would be confusing or potentially misleading to investors No Offer or Solicitation This Presentation is for informational purposes only and is neither an offer to sell or purchase, nor a solicitation of an offer to sell, buy or subscribe for any securities, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law.#3Who We Are A leading, omni-channel payment technology provider modernizing three diverse and underserved verticals - personal loans, automotive loans and receivables management - representing a market projected to grow to ~$535 billion of annual total payment volume by 2020 (¹) of which ~$225 billion is 2020 projected annual debit payment volume $8.5bn REPAY Realtime Electronic Payments Proprietary, integrated payment technology platform reduces complexity for merchants and enhances the consumer experience LTM Card Payment Volume(2) REPAY Realtime Electronic Payments Ⓡ 27% Historical Processing and Service Fees CAGR (³) ~97% Volume Retention (4) 1) Source: Stax - REPAY Market Sizing Report, commissioned by REPAY; Stax prepared surveys, secondary research, and analysis. January 2018. Source: Management metric for LTM June 2019. 2) 3) CAGR is from 2016A-2018A. 4) 0.20% Low Chargeback Rates (5) Volume retention for YTD period as of June 2019 calculated as 1- (Lost Volume/Total Volume Processed in Prior Year Period); "Lost Volume" represents volume realized in prior year period from merchants that have since ended their relationship with REPAY. Volume retention for full-year 2018A was 98%. 5) Source: Management data on volume processed through a primary processor, representing approximately 80% of total card payment volume. Chargeback rate is YTD as of June 2019. Chargebacks, represented as a % of card payment volume, are debited from the merchant's account when the end consumer disputes a transaction with the merchant. Chargeback rate for full- year 2018A was 0.20%. 3#4REPAY's Business Strengths and Strategies REPAY A Leading, Omni-Channel Payment Technology Provider REPAY Realtime Electronic Payments 1 Capitalizing on the Large, Underserved Market Opportunities in Existing and New Verticals 2 3 4 5 6 7 Card and Debit Payments Underpenetrated in Existing Verticals 9 REPAY Has Built a Leading Platform Based on Vertical Expertise Next-Generation Technology Supported by Robust Infrastructure Key Software Integrations Supplement REPAY's Differentiated Sales Strategy Attractive and Diverse Client Base Demonstrated Ability to Acquire and Integrate Businesses 8 Multiple Growth Opportunities Successful Leadership Team with Deep Industry Expertise 4#5Capitalizing on the Large, Underserved Market Opportunities in Existing and New Verticals REPAY's three existing verticals represent ~$535bn (¹) of projected annual total payment volume by 2020, of which ~$225 billion is projected annual debit payment volume Upside for increased penetration in existing and adjacent verticals End Market Opportunities 1 fff Canada Healthcare REPAY 1) Realtime Electronic Payments Growth Opportunities 2020 Projected Payment Volumes $408 bn Automotive Loans $69 bn Personal Loans $58 bn Receivables Management 10002 1000 Logg 19996 B2B 1 1 III Credit Unions REPAY $8.5 bn LTM Card Payment Volume (2) REPAY's existing key end markets have been underserved by payment technology and service providers due to unique market dynamics X O>> Source: Stax - REPAY Market Sizing Report; Based on Stax web survey, secondary research, and analysis. January 2018. 2) Source: Management metric for LTM period as of June 2019. Historically, the market predominantly utilized cash, check and ACH payments Market where credit card payments are typically not permitted Consumers want convenience of paying with debit, but their merchants frequently do not have the capability Requires technology to process ongoing / recurring payments 1 5#6Card and Debit Payments Underpenetrated in Existing Verticals REPAY's verticals, Personal Loans, Automotive Loans and Receivables Management, are underpenetrated and lag other retail markets in migrating to card payments Card Payment Penetration Significant Opportunity from Untapped Adoption of Card Payments 57% 2017 Debit and Credit Share of Total U.S. Consumer Payments (1) REPAY Realtime Electronic Payments 12% 40% 41% 15% 47% 41% (2) 2017(2) ■ Personal Loans Debit Share ■Automotive Loans Debit Share Receivables Management Debit Share Projected - 2020 Debit payment volume is expected to grow at 11.6% CAGR between 2017 and 2020(2) Total Payment Volume of Existing REPAY Verticals $455bn Debit Market Volume Growth $162bn 2017 Debit Payment Volume of Existing REPAY Verticals 11.6% Expected CAGR Note: Credit generally not accepted as payment option in REPAY's existing end markets. 1) Source: The Nilson Report - December 2018. Represents debit and credit as a percentage of all U.S. consumer payment systems, including various forms of paper, card, and electronic payment methods. 2) Source: Stax - REPAY Market Sizing Report. January 2018. 11.6% growth rate represents CAGR from 2017-2020. $535bn $225bn Projected - 2020 01 6#7REPAY Has Built a Leading Platform Based on Vertical Expertise K Attractive value proposition to both merchants and end consumers drives strong client growth and penetration Merchants in Existing and New Verticals INDU Existing Verticals YHI New Verticals ▪ Accelerated payment cycle (ability to lend more / faster) through debit card processing ▪ 24/7 payment acceptance through "always open" omni-channel offering Direct software integrations into loan and deal management systems reduces operational complexity for merchant Improved regulatory compliance through fewer ACH returns REPAY Realtime Electronic Payments REPAY Pay Anywhere, Any Way, Any Time Consumers ■ Self-service capabilities through ability to pay anywhere, any way and any time, 24/7 Option to make real-time payments through use of debit transactions Immediate feedback that payment has been processed Omni-channel payment methods (e.g. Web, Mobile, IVR, Text) Fewer ancillary charges (e.g. NSF fees) through automatic recurring online debit card payments 3 7#8REPAY Has Built a Leading Platform Based on Vertical Expertise (cont.) Hey REPAY's model empowers both merchants and consumers, enabling it to become a leading and trusted payment brand Consumer $ Consumer! Payment REPAY Realtime Electronic Payments I I I I I REPAY Instant Funding Payment Channels (g Illustrative Personal Loan Platform Process Debit ACH REPAY Realtime Electronic Payments REPAY Gateway Processing Data $ REPAY Payment Merchant Receives Data Loan Management System ● 3 Payment Processing Platform provides significant value proposition Opportunity across payment/ billing management 8#9REPAY Has Built a Leading Platform Based on Vertical Expertise (cont.) Lay REPAY's omni-channel payment and electronic billing management platform significantly reduces complexity for merchants and enhances the consumer experience 局 5 Web REPAY has 3 different web-based solutions, depending on whether merchants are interested in a Virtual Terminal, Online Customer Portal, or a Hosted Payment Page customized to their brand Mobile App REPAY'S White-label, customizable mobile app gives consumers the flexibility of paying on-the-go and the onvenience of reviewing their complete payment history in the palm of their hands Text Text-to-pay lets REPAY's customers directly communicate with consumers through payment reminders and allows consumers to authorize payment with a simple text IVR IVR, or pay-by-phone, offers consumers the convenience of making payments via a 1-800- number anytime, streamlining the collections process and improving customer experience REPAY Realtime Electronic Payments REPAY Realtime Electronic Payments Account Lookup Reports Account Information First Name Last Name Loan Number Current Due Date Minimum Amount Due Total Amount Due Checkout Card Billing Zip Code" 71201 Expiration Date 03/25 Save card for future use? *Please note that a convenience fee of $3.95 has been applied to this payment and will be paid to REPAY 4000 0575 7229 9404 TEST USER VISA PAY $33.90 User Management - SMS- 03/25 By pressing "Pay" you affirm that you agree to the terms and conditions. Kordell Greenfelder L100111222576 08/12/2015 $213.96 $213.96 UI Configuration Integrations Vault import Files Make a Payment O Min Amount Due Current Balance Custom Amount Waive Convenience Fee Convenience Fee Total Amount When would you like to pay? O Now Schedule Payment 2 scheduled payments < back $213.96 $8,488.53 $213.96 Ox $2.55 $216.51 How would you like to pay? Bank Account O Debit Card OCard ending in 1111 ✪ manage Jason Kirk- ; *Please note that a convenience fee of $2.55 has been applied to this payment and will be paid to REPAY continue 3 9#10Next-Generation Technology Supported by Robust infrastructure KE Strong Relationships with Card Associations Robust Processing Relationships Proprietary Bank Partnerships REPAY Realtime Electronic Payments FO Back-End Infrastructure Back-End Infrastructure Proprietary Technology and Agile Development Integrations with Customers' Software Systems Underwriting/ Regulatory / Industry Compliance Expertise 10#11Key Software Integrations Supplement REPAY's Differentiated Sales Strategy REPAY leverages a vertically tiered sales strategy supplemented by software integrations to drive new merchant acquisitions Sales Strategy / Distribution Model Direct sales model that is structured by vertical and by production tier ■ Sales Support Team increases sales and supports onboarding process REPAY Realtime Electronic Payments Sales Support Team Tier 3 (Direct Sales) $5mm+ Monthly Volume Tier 2 (Direct Sales) $1mm - $5mm Monthly Volume Tier 1 (Call Center) <$1mm Monthly Volume Software Integrations Successfully integrated with many of the top software providers o Software integrations enable the direct salesforce to more easily access new merchant opportunities and respond to inbound leads ▪ Robust pipeline of other software vendors currently in discussions to integrate ■ 13 2014A 16 2014A-2018A CAGR: 42% 2015A 25 37 2016A 2017A 53 2018A Number of Software Integration Partners 56 Jun-19 5 11#12Attractive and Diverse Client Base REPAY's platform provides significant value to merchants offering lending solutions across industry verticals REPAY has successfully executed on its M&A strategy of identifying attractive opportunities in new verticals and entering them through acquisitions (e.g. Auto and Receivables Management) REPAY Realtime Electronic Payments A Market Leader for Over a Decade in the Personal Loans Vertical (¹) ~3,600 merchants (2) 11,000+ merchant locations (¹) Firmly Established Foothold in Auto Finance Vertical 2) 3) 4) 5) Automotive Loans Receivables Management REPAY Realtime Electronic Payments Personal Loans & M Growth Opportunities ~97% volume retention (³) $3.2 mm annual card payment volume per card merchant(4) Expanded into Receivables Management Vertical SO Future Market Expansion Opportunities - Healthcare, B2B, Credit Unions and Canada 4-year average tenure for top 10 merchants(5) 1) Source: Management estimate. Source: Management estimate as of June 2019. Merchant counts reflects all clients contributing to revenue in June 2019. Volume retention for YTD period as of June 2019 calculated as 1 - (Lost Volume/Total Volume Processed in Prior Year Period); "Lost Volume" represents volume realized in prior year period from merchants that have since ended their relationship with REPAY. Volume retention for full-year 2018A was 98%. 12 Source: Management estimate as of June 2019. Volume per card merchant represents LTM June 2019 card volume / average number of existing card volume clients in the period. Source: Management estimate as of June 2019. Contracts often have 3-year term with 3-year renewals. Top 10 clients generated 29% of revenue for YTD period as of June 2019 and 29% for full-year 2018A.#13Demonstrated Ability to Acquire and Integrate Businesses REPAY's proven acquisition strategy illustrates the value of the platform across verticals Represents a significant opportunity to enhance organic growth in existing verticals and accelerate entry into new markets and services Demonstrated ability to source, acquire and integrate various targets across different verticals Dedicated team to manage robust M&A pipeline REPAY Realtime Electronic Payments 2019 2008-2015 TriSource (Back-End Processing) 2017 2016 Several Small Portfolio Acquisitions ● ● ● ● Acquisition of REPAY's primary third- party processor Gained in-house back-end processing and settlement platform capabilities Enhances our go-forward M&A strategy PaidSuite (Receivables) Paymaxx (Automotive) Sigma (Automotive) ● ● ● Already serving industry-leading merchants in Receivables Management vertical Second acquisition to solidify presence in Automotive Loans vertical First acquisition to expand vertically into Automotive Loans vertical Allowed REPAY to achieve scale in early years of business 7 13#14Multiple Growth Opportunities REPAY's leading platform and attractive market opportunity position it to build on its record of robust growth and profitability Expand Usage and Increase Adoption Execute on Existing Business ■ Increase penetration of existing client base REPAY Realtime Electronic Payments Acquire New Merchants in Existing Verticals ■ Leverage sales and marketing engine to convert near-term pipeline ■ Majority of REPAY's new merchants are "greenfield" opportunities I Operational Efficiencies As the business continues to scale, REPAY expects to become increasingly efficient with higher margins ■ Broaden Addressable Market Future Market Expansion Opportunities Leverage platform and capabilities to expand into: O New market verticals such as Healthcare, B2B and Credit Unions O Canada K Strategic M&A ■ Strategic acquisitions to continue successful penetration into markets with a need for debit solutions 00 14#15Successful Leadership Team With Deep Industry Expertise D John Morris CEO & Co-Founder Susan Perlmutter CRO REPAY's leadership team has significant payment expertise and a track-record of success with high-growth technology platforms REPAY Realtime Electronic Payments Shaler Alias President & Co-Founder Mike Jackson COO Tim Murphy CFO Tyler Dempsey General Counsel Thomas Sullivan VP, Controller Jason Kirk CTO Jake Moore Head of Corporate Development 15#16Highly Knowledgeable and Experienced Board of Directors John Morris CEO & Co-Founder William Jacobs(¹) Former SEVP, Mastercard 9-member Board of Directors comprised of industry veterans and some of the most influential leaders in the financial services and payment industries REPAY Realtime Electronic Payments Shaler Alias President & Co-Founder Peter Kight Founder of CheckFree Jeremy Schein Managing Director, Paul Garcia Former Chairman and CEO, Global Payments Corsair Richard Thornburgh Senior Advisor, Bob Hartheimer Former Managing Director, Promontory 1) William Jacobs also currently serves as the Chairman of the board of directors of Global Payments and Green Dot. Corsair Maryann Goebel Former CIO, Fiserv 16#17REPAY Financial Overview REPAY Realtime Electronic Payments#18Financial Highlights REPAY'S model has enabled it to establish a highly attractive financial profile $8.5bn 3) 4) 5) REPAY 6) Realtime Electronic Payments Annual Card Payment Volume (¹) 27% Historical Processing and Service Fees CAGR (4) ~97% Impressive Volume Retention (2) 31% Historical Adjusted EBITDA CAGR(5) 0.20% High Quality Volume with Low Chargeback Rates (³) 86% Cash Flow Conversion (6) Source: Management estimates. 1) Source: Management metric for LTM June 2019. Predominantly represents debit transaction volume. 2) Volume retention for YTD period as of June 2019 calculated as 1 - (Lost Volume/Total Volume Processed in Prior Year Period); "Lost Volume" represents volume realized in prior year period from merchants that have since ended their relationship with REPAY. Volume retention for full-year 2018A was 98%. Source: Management data on volume processed through a primary processor, representing approximately 80% of total volume. Chargeback rate is YTD as of June 2019. Chargebacks, represented as a % of volume, are debited from the merchant's account when the end consumer disputes a transaction with the merchant. Chargeback rate for full-year 2018A was 0.20%. CAGR is from 2016A-2018A Processing and Service Fees Revenue. See "Adjusted EBITDA Reconciliation" on slide 26 for reconciliation of Adjusted EBITDA to its most comparable GAAP measure. CAGR is from 2016A-2018A. 2018A Cash Flow Conversion calculated as Adjusted EBITDA-Capex / Adjusted EBITDA. Capex includes PP&E, new software development and new 3rd party software assets. Other companies may calculate capex and related measures differently and you should consider how that reduces the usefulness of this metric. Capex was 4% of total revenue in 2018. Working Capital was approximately $4 million on December 31, 2018. 18#19History of Strong and Continued Card Payment Volume Growth m. REPAY has generated strong, consistent volume growth, resulting in ~$7.5 bn in annual payment processing volume in 2018 Total Card Payment Volume ($ in bn) 31% Historical CAGR(2) $2.3 2015A REPAY Realtime Electronic Payments $4.4 2016A $5.2 2017A $7.5 2018A $9.6 - $9.8 2019B (1) 100% 90% 80% 70% REPAY's integrated payments platform leads to strong same-store sales performance and high retention rates that Management believes significantly outperform traditional agent sales models Volume Retention 2015 Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr 1) Source: Management estimate range for 2019. Reflects expected contribution from the acquisition of TriSource. CAGR is from 2016A-2018A. 2) 3) 2016 2017 ~97% Retention Rate (3) Volume retention for YTD period as of June 2019 calculated as 1 - (Lost Volume /Total Volume Processed in Prior Year Period); "Lost Volume" represents volume realized in prior year period from merchants that have since ended their relationship with REPAY. Volume retention for full-year 2018A was 98%. 2018 2019 19#20Historical and Forecasted Financials Processing and Service Fees (¹) / Total Revenue ($ in mm) REPAY's revenue growth has been strong, resulting in a 27% CAGR from 2016A - 2018A 27% Historical CAGR (¹) $82.3 51.3 2016A $94.0 57.1 REPAY Realtime Electronic Payments $130.0 82.2 2017A 2018A 2019B 1) 2) 3) $157 - $162 Gross margins are improving due to a decrease in processing costs 38% Historical CAGR $29.1 Gross Profit(²) ($ in mm) 2016A $36.3 2017A $55.0 2018A $74 - $76 2019B Highly scalable platform will drive operating leverage over the long-term 31% Historical CAGR $21.7 Adjusted EBITDA(3) ($ in mm) 2016A $25.4 2017A $36.8 $45 - $47 2018A 2019B Source: Management estimate range for 2019. Reflects expected contribution from the acquisition of TriSource. Note: Historical CAGR is from 2016A-2018A. In this presentation, financial information for 2016 represents the period from Hawk Parent's inception on September 1, 2016 through December 1, 2016, Hawk Parent's successor period, and the period from January 1, 2016 to August 31, 2016, Hawk Parent's predecessor period, combined. CAGR is calculated using Processing and Service Fees. Gross Profit is defined as Total Revenue less Interchange and Network Fees and Other Cost of Services, which include commissions to software integration partners and other third-party processing costs, such as front and back-end processing costs and sponsor bank fees. See "Adjusted EBITDA Reconciliation" on slide 26. 20#21Key Highlights ✓ Low volume attrition and low risk portfolio(¹) ✓ Differentiated platform ✓ Deeply integrated with customer base Recurring transaction / volume based revenue Key Highlights 2) REPAY 3) Realtime Electronic Payments 27% historical revenue CAGR based on Processing and Service Fees from 2016- 2018A ✓ 31% Adj. EBITDA CAGR(2) from 2016A-2018A ✓ Strong cash flow conversion of 86% (3) 1) Low Chargeback rates of 0.20% based on Management data of volume processed through a primary processor, representing approximately 80% of total volume. Chargeback rate is YTD as of June 2019. Chargebacks, represented as a % of volume, are debited from the merchant's account when the end consumer disputes a transaction with the merchant. Chargeback rate for full-year 2018A was 0.20%. See "Adjusted EBITDA Reconciliation" on slide 26 for reconciliation of Adjusted EBITDA to its most comparable GAAP measure. 2018A Cash Flow Conversion calculated as Adjusted EBITDA-Capex / Adjusted EBITDA. Capex includes PP&E, new software development and new 3rd party software assets. Other companies may calculate capex and related measures differently and you should consider how that reduces the usefulness of this metric. Capex was 4% of total revenue in 2018. Working Capital was approximately $4 million on December 31, 2018. 21#22Q2 2019 Financial Update ($ in mm) Card Payment Volume Processing and Service Fees Interchange and Network Fees Total Revenue Interchange and Network Fees Other Cost of Services Gross Profit (¹) SG&A EBITDA Depreciation and Amortization Interest Expense Net Income Adjusted EBITDA (²) Adjusted Net Income REPAY Realtime Electronic Payments (3) Three Months Ended June 30, 2019 $2,216 22.6 13.6 $36.2 13.6 5.6 $17.1 8.5 $8.6 3.0 1.5 $4.2 $10.4 $7.8 2018 $1,747.3 19.6 11.5 $31.1 11.5 6.8 $12.8 4.3 $8.5 2.5 1.5 $4.5 $8.4 $6.4 Amount Change $469.4 3.0 2.1 $5.2 2.1 (1.2) $4.2 4.1 $0.1 0.5 (0.0) ($0.3) $2.0 $1.5 % 27% 16% 19% 17% 19% (17%) 33% 96% 1% 18% (3%) (7%) 24% 23% 22#23H1 2019 Financial Update ($ in mm) Card Payment Volume Processing and Service Fees Interchange and Network Fees Total Revenue Interchange and Network Fees Other Cost of Services Gross Profit (¹) SG&A EBITDA Depreciation and Amortization Interest Expense Net Income Adjusted EBITDA(²) Adjusted Net Income REPAY Realtime Electronic Payments (3) Six Months Ended June 30, 2019 $4,656.0 47.0 28.5 $75.5 28.5 12.0 $35.0 17.1 $17.8 5.9 2.9 $9.0 $21.8 $16.7 2018 $3,589.4 40.5 23.4 $63.9 23.4 14.0 $26.5 13.9 $12.6 4.9 3.0 $4.7 $17.9 $13.7 Amount 1) Gross Profit is defined as Total Revenue less Interchange and Network Fees and Other Cost of Services. 2) See "Adjusted EBITDA Reconciliation" on slide 26 for reconciliation of Adjusted EBITDA to its most comparable GAAP measure. 3) See "Adjusted Net Income Reconciliation" on slide 27 for reconciliation of Adjusted Net Income to its most comparable GAAP measure. Change $1,066.6 6.5 5.1 $11.6 5.1 (2.0) $8.5 3.2 $5.2 1.0 (0.1) $4.4 $3.9 $3.0 % 30% 16% 22% 18% 22% (14%) 32% 23% 42% 20% (3%) 93% 22% 22% 23#24TriSource Acquisition REPAY Realtime Electronic Payments#25TriSource Acquisition TriSource Overview Transaction Details Strategic Rationale ■ ■ TriSource, founded in 2007, provides back-end transaction processing services to independent sales organizations ("ISO's") and operates as a direct ISO on behalf of its owned portfolios and external sales agents "Processing" business -~70% of 2018 gross profit "Direct/Agent" business - ~30% of 2018 gross profit Headquartered in Bettendorf, IA with an additional office in East Moline, IL ▪ REPAY acquired TriSource for up to $65 million $60 million paid at closing $20 million of cash - ● Up to $5 million is structured as a performance based earn out ▪ Annualized Adjusted EBITDA is expected to be approximately $7.0 million (¹) ▪ Net leverage at close is expected to approximate 3.5x • $40 million of debt ● ▪ Enables REPAY to build more intelligent payment solutions and bring these solutions to its customers faster ▪ Potential for strong organic growth in TriSource's back-end settlement business ▪ Enhances REPAY's M&A strategy - Having back-end transaction processing capabilities will allow REPAY to reduce future targets' transaction processing costs and to expedite other synergy realization efforts ▪ Immediately and meaningfully accretive to earnings (1) Does not include potential future synergies on incremental REPAY volume resulting from removal of back-end processing fees. 25#26■ ■ TriSource Acquisition Company Overview ■ TriSource SOLUTIONS LLC Company Overview Founded in 2007 Headquartered in Bettendorf, IA with an additional office in East Moline, IL Processing Business (~70% of 2018 gross profit): Provides back-end processing and other services to small and medium-sized merchant services providers, ISO's, and banks Direct/Agent Business (~30% of 2018 gross profit): Operates as a direct ISO on behalf of its owned portfolios and external sales agents ▪ Current clients include those focused in the Health Club and Community Bank sectors, among others Solutions and Services Payment Processing: Supports card-present and card-not-present payments for all major card brands as well as ancillary payment methods such as gift cards, EBT, ACH, etc. Boarding and Risk Management: Dedicated risk management and underwriting systems to support own business and ISO's operating under a full liability processing model Clearing and Settlement: Provides BIN/ICA relationships and in-house certified endpoints with Visa, Mastercard, Discover, and American Express ▪ Authorization: Front-end authorization services (through TSYS and others) and terminal help-desk ▪ Additional Services: Flexible merchant-level reporting and data feeds, analytics, multicurrency processing, mobile and wireless payment solutions, custom development 26#27Appendix REPAY Realtime Electronic Payments#28Income Statement - Historical and Forecasted ($ in mm) Card Payment Volume YOY Growth 2) REPAY 3) 4) Realtime Electronic Payments 5) Processing and Service Fees Interchange and Network Fees Total Revenue YoY Growth Interchange and Network Fees Other Costs of Services Gross Profit (2) Yo Y Growth SG&A (3) EBITDA Depreciation and amortization Interest Expense Net Income Adjusted EBITDA(4 Yo Y Growth Adjusted Net Income (5) Yo Y Growth 2016A(¹) $4,354 86% $51.3 31.0 $82.3 66% 31.0 22.2 $29.1 61% 23.6 $5.5 3.7 2.3 ($0.5) $21.7 61% $17.7 na 2017A $5,248 21% $57.1 36.9 $94.0 14% 36.9 20.7 $36.3 25% 13.7 $22.6 7.5 5.7 $9.4 $25.4 17% $18.8 6% 2018A $7,452 42% $82.2 47.8 $130.0 38% 47.8 27.2 $55.0 51% 28.0 $27.0 10.4 6.1 $10.5 $36.8 45% $28.0 49% YTD Jun-19 $4,656 30% $47.0 28.5 $75.5 18% 28.5 12.0 $35.0 32% 17.1 $17.8 5.9 2.9 $9.0 $21.8 22% $16.7 22% 2019B $9,600 $9,750 29% -31% These expenses primarily consist of compensation increases from headcount growth and in 2016, commission buyouts relating to certain sales employees. See "Adjusted EBITDA Reconciliation" on slide 26. See "Adjusted Net Income Reconciliation" on slide 27. $157 - $162 20% -24% $74 - $76 34% -38% Source: Management estimate range for 2019. Reflects expected contribution from the acquisition of TriSource. Note: This Presentation includes ranges of forecasted 2019 Adjusted EBITDA for REPAY. This Presentation does not provide a reconciliation of this forward-looking non-GAAP financial measure to the most directly comparable GAAP financial measure because calculating the components would involve numerous estimates and judgments that are unduly burdensome to prepare and may imply a degree of precision that would be confusing or potentially misleading to investors. 1) In this presentation, financial information for 2016 represents the period from Hawk Parent's inception on September 1, 2016 through December 1, 2016, Hawk Parent's successor period, and the period from January 1, 2016 to August 31, 2016, Hawk Parent's predecessor period, combined. Gross Profit is defined as Processing and Service Fees less Other Cost of Services, which include commissions to software integration partners and other third-party processing costs, such as front and back-end processing costs and sponsor bank fees. $45 - $47 23% -27% 28#29Adjusted EBITDA Reconciliation - Historical ($ in millions) Net Income (Loss) Interest Expense Depreciation and Amortization EBITDA (1) Loss on Extinguishment of Debt(²) Non-cash Change in FV Contingent Consideration (3) Transaction Expenses (4) Share-based Compensation Expense Management Fees (6) Legacy Commission Related Charges Employee Recruiting Costs (8) Strategic Initiative Costs (10) Other Non-recurring Charges (11) Adjusted EBITDA Loss on Disposition of Property and Equipment (9) Other Taxes Realtime Electronic Payments 5) 500m (5) 6) (7) 7) 8) Adjusted EBITDA Reconciliation 2016A ($0.5) 2.3 3.7 $5.5 0.0 15.3 0.1 0.2 0.2 0.0 0.1 0.0 0.2 $21.7 2017A $9.4 5.7 7.5 $22.6 1.2 (2.1) 1.4 0.6 0.4 0.8 0.3 0.0 0.1 0.2 (0.0) $25.4 2018A $10.5 6.1 10.4 $27.0 0.0 (1.1) 4.8 0.8 0.4 4.2 0.3 0.0 0.2 0.3 (0.0) $36.8 YTD Jun-19 $9.0 2.9 5.9 $17.8 2.5 0.3 0.2 0.6 0.0 0.2 0.2 $21.8 11) Represents other non-recurring items that REPAY's management believes are not representative of its ongoing operations, including litigation-related adjustments. YTD Jun-18 $4.7 3.0 4.9 Note: This Presentation includes ranges of forecasted 2019 Adjusted EBITDA for REPAY. This Presentation does not provide a reconciliation of this forward-looking non-GAAP financial measure to the most directly comparable GAAP financial measure because calculating the components would involve numerous estimates and judgments that are unduly burdensome to prepare and may imply a degree of precision that would be confusing or potentially misleading to investors. 1) Prior to the Business Combination REPAY was not a taxable entity so there are no taxes to add back in calculating EBITDA. 2) Reflects write-offs of debt issuance costs relating to REPAY's term loans and prepayment penalties relating to its previous debt facilities. 3) 4) $12.6 Represents compensation expense associated with equity compensation plans. Reflects management fees paid to Corsair Investments LP in Hawk Parent's successor period, and a prior financial sponsor in Hawk Parent's predecessor period, all of which have been terminated. Represents payments made to certain employees in connection with transition from REPAY's legacy commission structure to its current commission structure. Represents payments made to third-party recruiters in connection with a significant expansion of REPAY personnel, which expenses are expected to become more moderate in subsequent periods. Reflects franchise taxes and other non-income based taxes. 9) REPAY 10) Consists of consulting fees relating to processing services not in the ordinary course of business and other operational improvements, one-time payment to vendor for additional merchant data, one-time payment relating to special projects for new market expansion and legal expanses relating to review of potential compliance matters. 0.0 (1.0) 1.2 0.4 0.2 4.2 0.1 0.2 0.1 (0.1) $17.9 Reflects the changes in Management's estimates of future cash consideration to be paid in connection with prior acquisitions. Primarily consists of the professional service fees and other costs in connection with (1) the Business Combination and a potential acquisition by Repay that was abandoned during the year ended December 31, 2018, (2) financing transactions and the acquisitions of (i) PaidSuite, Inc. and PaidMD, LLC and (ii) Paymaxx Pro, LLC during the year ended December 31, 2017, (3) the 2016 recapitalization during the period from Inception to December 31, 2016 (Successor) and (4) financing transactions and the acquisition of Sigma Payment Solutions Inc. during the period from January 1, 2016 to August 31, 2016 (Predecessor). 29#30Adjusted Net Income Reconciliation- Historical ($ in millions) Net Income (Loss) Amortization of Acquisition-Related Intangibles (1) Other Adjustments Loss on Extinguishment of Debt(²) Non-cash Change in FV Contingent Consideration (³) Transaction Expenses(4) Share-based Compensation Expense (5) Management Fees (6) Legacy Commission Related Charges (7) Employee Recruiting Costs (8) Loss on Disposition of Property and Equipment Strategic Initiative Costs (⁹) (10) Other Non-recurring Charges (10 Adjusted Net Income 2) 3) 4) Adjusted Net Income Reconciliation 2016A 6) 7) 8) REPAY 9) Realtime Electronic Payments ($0.5) 3.1 0.0 15.3 0.1 0.2 0.2 0.0 0.0 0.2 $18.7 2017A $9.4 6.6 1.2 (2.1) 1.4 0.6 0.4 0.8 0.3 0.0 0.2 (0.0) $18.8 2018A $10.5 7.9 0.0 (1.1) 4.8 0.8 0.4 4.2 0.3 0.0 0.3 (0.0) $28.0 YTD Jun-19 $9.0 4.0 2.5 0.3 0.2 0.6 0.0 0.2 $16.7 YTD Jun-18 $4.7 4.0 0.0 (1.0) 1.2 0.4 0.2 4.2 0.1 0.1 (0.1) 1) Reflects amortization of customer relationship intangibles acquired as part of (1) the acquisition of Sigma Payment Solutions, Inc, the transaction with REPAY's prior financial sponsor, and the 2016 recapitalization transaction by Corsair Capital, during the year ended December 31, 2016, and (2) the acquisitions of Paymaxx Pro, LLC and PaidSuite, LLC during the year ended December 31, 2017. See slide 28 for additional detail on depreciation and amortization. Reflects write-offs of debt issuance costs relating to REPAY's term loans and prepayment penalties relating to its previous debt facilities. Reflects the changes in Management's estimates of future cash consideration to be paid in connection with prior acquisitions. Primarily consists of the professional service fees and other costs in connection with (1) the Business Combination and a potential acquisition by Repay that was abandoned during the year ended December 31, 2018, (2) financing transactions and the acquisitions of (i) PaidSuite, Inc. and Paid MD, LLC and (ii) Paymaxx Pro, LLC during the year ended December 31, 2017, (3) the 2016 recapitalization during the period from Inception to December 31, 2016 (Successor) and (4) financing transactions and the acquisition of Sigma Payment Solutions Inc. during the period from January 1, 2016 to August 31, 2016 (Predecessor). $13.7 5) Represents compensation expense associated with equity compensation plans. Reflects management fees paid to Corsair Investments LP in Hawk Parent's successor period, and a prior financial sponsor in Hawk Parent's predecessor period, all of which have been terminated. Represents payments made to certain employees in connection with transition from REPAY's legacy commission structure to its current commission structure. Represents payments made to third-party recruiters in connection with a significant expansion of REPAY personnel, which expenses are expected to become more moderate in subsequent periods. Consists of consulting fees relating to processing services not in the ordinary course of business and other operational improvements, one-time payment to vendor for additional merchant data, one-time payment relating to special projects for new market expansion and legal expanses relating to review of potential compliance matters. 10) Represents other non-recurring items that REPAY's management believes are not representative of its ongoing operations, including litigation-related adjustments. 30#31Depreciation and Amortization Detail- Historical ($ in millions) Acquisition-Related Intangibles Software Reseller Buyouts Amortization Depreciation Total Depreciation & Amortization Depreciation and Amortization 2016A $3.1 0.6 0.0 3.7 0.1 $3.7 2017A $6.6 0.7 0.0 7.3 0.2 $7.5 2018A $7.9 2.1 0.1 10.0 0.4 $10.4 YTD Jun-19 $4.0 1.6 0.0 5.6 0.3 $5.9 YTD Jun-18 $4.0 0.8 0.0 4.8 0.2 $4.9 Note: Adjusted Net Income excludes amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions (see corresponding adjustments in the reconciliation of net income to Adjusted Net Income on slide 27). Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although we exclude amortization from acquisition-related intangibles from our REPAY non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Realtime Electronic Payments Amortization of intangibles that relate to past acquisitions will recur in future periods until such intangibles have been fully amortized. Any future acquisitions may result in the amortization of additional intangibles. 31#32Share Count Shares ¹ Shares held by Public Founder Shares - Tranche 1 Founder Shares - Tranche 2 Shares Underlying the Post-Merger Repay Units PIPE Shares Sub-Total (as-converted basis) Management Restricted Shares Founder Shares - Tranche 3 Total Current Shares Outstanding (as-converted basis) Shares Underlying Private Warrants Shares Underlying Public Warrants Shares Underlying Earn-Out Units - Tranche 1 Shares Underlying Earn-Out Units- Tranche 2 Total Fully Diluted Shares (as-converted basis) 1) REPAY 2) Realtime Electronic Payments Number 18,780,259 1,150,000 1,482,500 22,045,297 13,500,000 56,958,056 2,913,114 1,482,500 61,353,670 722,222 2,329,167 3,750,000 3,750,000 71,905,059 ■ I I I I I ■ Issued to PIPE investors in connection with the Business Combination I ■ ■ I I I 50% time-based 50% performance-based, with 25% vesting based on an average share price of $12.50 and 25% vesting based on an average share price of $14.00 over a specified period ■ Shares previously held by SPAC public shareholders · Not subject to forfeiture; not in escrow ■ Notes ² Held by pre-Business Combination Repay equityholders As of the date hereof, escrow release criteria achieved (closing price of Repay shares being greater than or equal to $11.50 for any 20 trading days during any 30 trading day period prior to July 11, 2026) NA Excludes (i) shares held in escrow subject to forfeiture and (ii) restricted stock subject to vesting 7,326,728 shares are reserved under the management incentive plan, of which (i) 2,198,025 shares were granted to executive officers at closing (ii) an additional 458,653 shares were subsequently granted to certain employees and (iii) an additional 256,436 shares were subsequently granted to our newly hired General Counsel Subject to forfeiture; released from escrow upon closing price of Repay shares being greater than or equal to $12.50 for any 20 trading days during any 30 trading day period prior to July 11, 2026 Callable for $0.01 per Warrant if closing price of Repay shares is greater than or equal to $18.00 for any 20 trading days during any 30 trading day period Number of underlying shares calculated based on treasury stock method, based on price of $18.00 Each Warrant is exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share) Callable for $0.01 per Warrant if closing price of Repay shares is greater than or equal to $18.00 for any 20 trading days during any 30 trading day period Number of underlying shares calculated based on treasury stock method, based on price of $18.00 Each Warrant is exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share) Issuable to pre-Business Combination Repay equityholders Post-Merger Repay Units issuable upon VWAP of Repay shares being greater than or equal to $12.50 for any 20 trading days during any 30 trading day period prior to July 11, 2020 Issuable to pre-Business Combination Repay equityholders Post-Merger Repay Units issuable upon VWAP of Repay shares being greater than or equal to $14.00 for any 20 trading days during any 30 trading day period prior to July 11, 2021 Shares refer to Class A common stock on an as-converted basis. This presentation is not a complete summary of all relevant terms and conditions related to the shares or the warrants, including with respect to the issuance of earn-outs, vesting, release from escrow or other key terms. For more information, see the final prospectus and definitive proxy statement, filed with the SEC on June 24, 2019 by Thunder Bridge, and the Current Report on Form 8-K, filed with 32 the SEC on July 17, 2019 by the Company.

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

Sumitomo Mitsui Financial Group 2021 Financial Overview image

Sumitomo Mitsui Financial Group 2021 Financial Overview

Financial

Organic Capital Generation and IFRS Transition Outlook image

Organic Capital Generation and IFRS Transition Outlook

Financial

Acquisition of Marshall & Ilsley Corp. image

Acquisition of Marshall & Ilsley Corp.

Financial

SMBC Group's Financial and Credit Portfolio image

SMBC Group's Financial and Credit Portfolio

Financial

Blue Stripe Fund Summary image

Blue Stripe Fund Summary

Financial

BRI Performance Highlights and Green Initiatives image

BRI Performance Highlights and Green Initiatives

Financial

Latvia Stability Programme Report image

Latvia Stability Programme Report

Financial

International Banking Volume & Growth Summary image

International Banking Volume & Growth Summary

Financial