Repay SPAC
Adjusted 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).
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