Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May ~~5, 2021,~~4, 2022, there are ~~80,445,630~~91,308,140 shares of the registrant’s Class A Common Stock, par value $0.0001 per share, outstanding (which number includes ~~2,338,605~~2,419,752 shares of unvested restricted stock that have voting rights) and 100 shares of the registrant’s Class V Common Stock, par value of $0.0001 per share, outstanding. As of May ~~5, 2021,~~4, 2022, the holders of such outstanding shares of Class V common stock also hold ~~7,959,160~~7,883,048 units in a subsidiary of the registrant and such units are exchangeable into shares of the registrant’s Class A common stock on a one-for-one basis.

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements reflect our current views with respect to, among other things, anticipated benefits from our recent acquisitions, the ~~expected timing and benefits of the BillingTree acquisition, the impact of the restatement, the expected impact~~effects of the COVID-19 pandemic,~~the~~ expected demand on our product offering, including further implementation of electronic payment options and statements regarding our market and growth opportunities,~~, the expected benefits of our other recent acquisitions, our financial performance,~~ and our business strategy and the plans and objectives of management for future operations. You generally can identify these statements by the use of words such as “outlook,” “potential,” “continue,” “may,” “seek,” “approximately,” “predict,” “believe,” “expect,” “plan,” “intend,” “estimate” or “anticipate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These statements may be found under Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. These risks and uncertainties include, but are not limited to: exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending; the impacts of the ongoing COVID-19 coronavirus pandemic and the actions taken to control or mitigate its spread; a delay or failure to integrate ~~and~~and/or realize the benefits of our recent ~~acquisitions and any difficulties associated with operating in the markets in which we have limited experience;~~acquisitions; changes in the payment processing market in which we compete, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that we target, including the regulatory environment applicable to our ~~customers;~~clients; the ability to retain, develop and hire key personnel; risks relating to our relationships within the payment ecosystem; risk that we may not be able to execute our growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to us; the risk that we may not be able to ~~develop and~~ maintain effective internal controls; and those risks described under Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2020, as amended.~~2021. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.

	March 31, 2021 (Unaudited)			December 31, 2020 (As Restated)			March 31, 2022 (Unaudited)			December 31, 2021
Assets
Cash and cash equivalents	$	390,921,782		$	91,129,888		$	65,316,018		$	50,048,657
Accounts receivable		23,897,098			21,310,724			34,312,006			33,235,745
Prepaid expenses and other		6,078,434			6,925,115			12,789,275			12,427,032
Total current assets		420,897,314			119,365,727			112,417,299			95,711,434

Property, plant and equipment, net		1,980,100			1,628,439			3,846,999			3,801,199
Restricted cash		19,525,277			15,374,846			15,513,510			26,291,269
Customer relationships, net of amortization		272,923,320			280,887,486
Software, net of amortization		59,987,041			64,434,985
Other intangible assets, net of amortization		23,388,792			23,904,667
Intangible assets, net								556,625,295			577,693,902
Goodwill		458,959,477			458,970,255			824,094,441			824,081,632
Operating lease right-of-use assets, net of amortization		9,650,463			10,074,506
Operating lease right-of-use assets, net								11,473,076			10,499,751
Deferred tax assets		141,799,307			135,337,229			141,404,532			145,259,883
Other assets								2,499,996			2,499,996
Total noncurrent assets		988,213,777			990,612,413			1,555,457,849			1,590,127,632
Total assets	$	1,409,111,091		$	1,109,978,140		$	1,667,875,148		$	1,685,839,066

Liabilities
Accounts payable	$	14,112,412		$	11,879,638		$	21,738,214		$	20,082,651
Related party payable		17,774,815			15,811,597			14,324,177			17,394,125
Accrued expenses		17,358,515			19,216,258			19,552,828			26,819,083
Current maturities of long-term debt		—			6,760,650
Current operating lease liabilities		1,562,964			1,527,224			2,225,407			1,990,416
Current tax receivable agreement		10,146,135			10,240,310			24,454,088			24,495,556
Other current liabilities								1,048,662			1,565,931
Total current liabilities		60,954,841			65,435,677			83,343,376			92,347,762

Long-term debt, net of current maturities		427,287,919			249,952,746
Long-term debt								449,187,265			448,484,696
Noncurrent operating lease liabilities		8,470,264			8,836,655			9,886,289			9,090,867
Tax receivable agreement, net of current portion		220,237,348			218,987,795			196,754,946			221,332,863
Other liabilities		889,371			10,583,196			1,385,704			1,547,087
Total noncurrent liabilities		656,884,902			488,360,392			657,214,204			680,455,513
Total liabilities	$	717,839,743		$	553,796,069		$	740,557,580		$	772,803,275

Commitment and contingencies (Note 12)
Commitments and contingencies (Note 12)

Stockholders' equity
Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized and 78,084,846 issued and outstanding as of March 31, 2021; 2,000,000,000 shares authorized and 71,244,682 issued and outstanding as of December 31, 2020		7,809			7,125
Class V common stock, $0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of March 31, 2021 and December 31, 2020		—			—
Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized, and 88,817,111 and 88,502,621 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively								8,881			8,850
Class V common stock, $0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of March 31, 2022 and December 31, 2021								—			—
Additional paid-in capital		839,589,351			691,675,072			1,101,431,734			1,100,012,082
Accumulated other comprehensive (loss) income		—			(6,436,763	)
Accumulated other comprehensive loss								(2,205	)		(2,205	)
Accumulated deficit		(191,725,614	)		(175,931,713	)		(212,362,342	)		(226,015,886	)
Total stockholders' equity	$	647,871,546		$	509,313,721

Equity attributable to non-controlling interests		43,399,802			46,868,350

Total liabilities and stockholders' equity and members' equity	$	1,409,111,091		$	1,109,978,140
Total Repay stockholders' equity							$	889,076,068		$	874,002,841
Non-controlling interests								38,241,500			39,032,950
Total equity							$	927,317,568		$	913,035,791
Total liabilities and equity							$	1,667,875,148		$	1,685,839,066

Three Months Ended March 31,

2021

2020 (As Restated)

Revenue
$
47,520,496

$
39,462,537

Operating Expenses

Other costs of services

12,474,808

10,771,297

Selling, general and administrative

23,393,367

18,166,191

Depreciation and amortization

17,792,994

13,904,384

Change in fair value of contingent consideration

2,648,786

—

Total operating expenses

56,309,955

42,841,872

(Loss) Income from operations

(8,789,459
)

(3,379,335
)
Other (expense) income

Interest expense

(1,183,357
)

(3,517,785
)
Loss on extinguishment of debt

(5,940,600
)

—

Change in fair value of warrant liabilities

—

(6,898,095
)
Change in fair value of tax receivable liability

1,042,733

(541,963
)
Other income

28,147

39,048

Other loss

(9,080,410
)

—

Total other (expense) income

(15,133,487
)

(10,918,795
)
(Loss) income before income tax expense

(23,922,946
)

(14,298,130
)
Income tax benefit

5,941,773

1,115,592

Net (loss) income
$
(17,981,173
)

$
(13,182,538
)
Less: Net (loss) income attributable to
non-controlling interests

(2,187,272
)

(2,852,399
)
Net (loss) income attributable to the Company
$
(15,793,901
)

$
(10,330,139
)

Loss per Class A share:

Basic and diluted
$
(0.21
)

$
(0.27
)
Weighted-average shares outstanding:

Basic and diluted

76,602,759

37,624,829

	Three Months Ended March 31,
	2022			2021
Revenue	$	67,564,055		$	47,520,496
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)		16,564,956			12,474,808
Selling, general and administrative		32,217,893			23,393,367
Depreciation and amortization		28,589,145			17,792,994
Change in fair value of contingent consideration		(2,900,000	)		2,648,786
Total operating expenses		74,471,994			56,309,955
Loss from operations		(6,907,939	)		(8,789,459	)
Other income (expense)
Interest expense		(988,589	)		(1,183,357	)
Loss on extinguishment of debt		—			(5,940,600	)
Change in fair value of tax receivable liability		24,619,385			1,042,733
Other income		6,060			28,147
Other loss		—			(9,080,410	)
Total other income (expense)		23,636,856			(15,133,487	)
Income (loss) before income tax (expense) benefit		16,728,917			(23,922,946	)
Income tax (expense) benefit		(3,842,542	)		5,941,773
Net income (loss)	$	12,886,375		$	(17,981,173	)
Less: Net loss attributable to non-controlling interests		(767,169	)		(2,187,272	)
Net income (loss) attributable to the Company	$	13,653,544		$	(15,793,901	)

Income (loss) per Class A share attributable to the Company:
Basic	$	0.15		$	(0.21	)
Diluted	$	0.12		$	(0.21	)
Weighted-average shares outstanding:
Basic		88,607,655			76,602,759
Diluted		113,015,159			76,602,759

	Class A Common Stock				Class V Common Stock				Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Total Stockholders'			Non-controlling			Repay Stockholders
	Shares		Amount		Shares		Amount		Capital			Deficit			(Loss) Income			Equity			Interests			Class A Common Stock						Class V Common Stock				Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Non-controlling			Total
Balance at December 31, 2019		37,530,568	$	3,753		100	$	-	$	307,914,346		$	(70,335,151	)	$	313,397		$	237,896,345		$	206,162,035
Stock-based compensation				-				-		3,522,731			-			-			3,522,731			-
Warrant exercise		308,051		31				-		3,534,157			-			-			3,534,188			-
Reclassification to warrant liabilities				-				-		(22,188,932	)					-			(22,188,932	)		-
Net loss				-				-		-			(10,330,139	)		-			(10,330,139	)		(2,852,399	)
Accumulated other comprehensive (loss) income				-				-		-			-			(5,643,102	)		(5,643,102	)		(4,211,662	)
Balance at March 31, 2020		37,838,619	$	3,784		100	$	-	$	292,782,302		$	(80,665,290	)	$	(5,329,705	)	$	206,791,091		$	199,097,974
																								Shares			Amount			Shares		Amount		Capital			Deficit			(Loss) Income			Interests			Equity
Balance at December 31, 2020		71,244,682	$	7,125		100	$	-	$	691,675,072		$	(175,931,713	)	$	(6,436,763	)	$	509,313,721		$	46,868,350			71,244,682		$	7,125			100	$	-	$	691,675,072		$	(175,931,713	)	$	(6,436,763	)	$	46,868,350		$	556,182,071
Issuance of new shares		6,244,500		624				-		142,411,389			-			-			142,412,013			(313,652	)		6,244,500			624					-		142,411,389			-			-			(313,652	)		142,098,361
Exchange of Post-Merger Repay Units		375,000		38				-		2,158,374			-			-			2,158,412			(2,158,412	)		375,000			38					-		2,158,374			-			-			(2,158,412	)		-
Release of share awards vested under Equity Plan		220,664		22				-		(22	)		-			-			-			-			293,081			29					-		(29	)		-			-			-			-
Treasury shares repurchased		-		-						(1,821,942	)		-			-			(1,821,942	)		3,995
Shares repurchased under Equity Plan																									(72,417	)		(7	)				-		(1,821,935	)		-			-			3,995			(1,817,947	)
Stock-based compensation		-		-				-		5,171,544			-			-			5,171,544			(20,945	)		-			-					-		5,171,544			-			-			(20,945	)		5,150,599
Valuation allowance on Ceiling Rule DTA		-		-				-		(5,064	)		-			-			(5,064	)		-			-			-					-		(5,064	)		-			-			-			(5,064	)
Net loss		-		-				-		-			(15,793,901	)		-			(15,793,901	)		(2,187,272	)		-			-					-		-			(15,793,901	)		-			(2,187,272	)		(17,981,173	)
Accumulated other comprehensive income		-		-				-		-			-			6,436,763			6,436,763			1,207,738
Other comprehensive income																									-			-					-		-			-			6,436,763			1,207,738			7,644,501
Balance at March 31, 2021		78,084,846	$	7,809		100	$	-	$	839,589,351		$	(191,725,614	)	$	-		$	647,871,546		$	43,399,802			78,084,846		$	7,809			100	$	-	$	839,589,351		$	(191,725,614	)	$	-		$	43,399,802		$	691,271,348

Balance at December 31, 2021																									88,502,621		$	8,850			100	$	-	$	1,100,012,082		$	(226,015,886	)	$	(2,205	)	$	39,032,950		$	913,035,791
Release of share awards vested under Equity Plan																									427,755			43					-		(43	)		-			-			-			-
Shares repurchased under Equity Plan																									(113,265	)		(12	)				-		(1,702,805	)		-			-			4,384			(1,698,433	)
Stock-based compensation																									-			-					-		3,122,500			-			-			(28,665	)		3,093,835
Net income (loss)																									-			-					-		-			13,653,544			-			(767,169	)		12,886,375
Balance at March 31, 2022																									88,817,111		$	8,881			100	$	-	$	1,101,431,734		$	(212,362,342	)	$	(2,205	)	$	38,241,500		$	927,317,568

	Three Months Ended March 31,						Three Months Ended March 31,
	2021			2020 (As Restated)			2022			2021
Cash flows from operating activities
Net loss	$	(17,981,173	)	$	(13,182,538	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income (loss)							$	12,886,375		$	(17,981,173	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		17,792,994			13,904,384			28,589,145			17,792,994
Stock based compensation		5,150,599			3,522,731			3,093,835			5,150,599
Amortization of debt issuance costs		535,536			332,990			702,569			535,536
Loss on extinguishment of debt		5,940,600			—			—			5,940,600
Loss on sale of interest rate swaps		9,317,243			—			—			9,317,243
Fair value change in warrant liabilities		—			6,898,095
Fair value change in tax receivable agreement liability		(1,042,733	)		541,963			(24,619,385	)		(1,042,733	)
Fair value change in other assets and liabilities		2,648,786			(4,531	)		(2,900,000	)		2,648,786
Deferred tax expense		(5,941,773	)		(1,116,093	)		3,842,542			(5,941,773	)
Change in accounts receivable		(2,586,374	)		242,818			(1,076,261	)		(2,586,374	)
Change in related party receivable		—			563,084
Change in prepaid expenses and other		846,681			(10,964	)		(362,243	)		846,681
Change in operating lease ROU assets		424,043			—			(973,325	)		424,043
Change in accounts payable		2,232,774			1,149,433			1,655,563			2,232,774
Change in related party payable		(685,568	)		(160,321	)		(169,948	)		(685,568	)
Change in accrued expenses and other		(1,857,743	)		(4,109,906	)		(7,266,255	)		(1,857,743	)
Change in operating lease liabilities		(330,651	)		—			1,030,413			(330,651	)
Change in other liabilities		(9,693,825	)		—			(678,652	)		(9,693,825	)
Net cash provided by operating activities		4,769,416			8,571,145			13,754,373			4,769,416
Cash flows from investing activities
Purchases of property and equipment		(640,467	)		(366,694	)		(553,223	)		(640,467	)
Purchases of software		(4,576,203	)		(2,409,074	)
Acquisition of Ventanex, net of cash and restricted cash acquired		—			(35,521,024	)
Purchases of intangible assets								(7,013,115	)		(4,576,203	)
Acquisition of CPS, net of cash and restricted cash acquired		10,778			—			—			10,778
Net cash used in investing activities		(5,205,892	)		(38,296,792	)		(7,566,338	)		(5,205,892	)
Cash flows from financing activities
Change in line of credit		—			(10,000,000	)
Issuance of long-term debt		440,000,000			46,000,000			—			440,000,000
Payments on long-term debt		(262,653,996	)		(1,562,500	)		—			(262,653,996	)
Public issuance of Class A Common Stock		142,098,361			—			—			142,098,361
Repurchase of treasury shares		(1,817,947	)		—
Exercise of warrants		—			3,534,188
Shares repurchased under Equity Plan								(1,698,433	)		(1,817,947	)
Payment of loan costs		(13,247,617	)		(1,755,835	)		—			(13,247,617	)
Net cash provided by financing activities		304,378,801			36,215,853
Net cash (used in) provided by financing activities								(1,698,433	)		304,378,801
Increase in cash, cash equivalents and restricted cash		303,942,325			6,490,206			4,489,602			303,942,325
Cash, cash equivalents and restricted cash at beginning of period	$	106,504,734		$	37,901,117		$	76,339,926		$	106,504,734
Cash, cash equivalents and restricted cash at end of period	$	410,447,059		$	44,391,323		$	80,829,528		$	410,447,059

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest	$	647,821		$	3,184,795		$	286,020		$	647,821
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Valuation adjustment to contingent consideration for APS acquisition	$	—		$	6,580,549
Acquisition of Ventanex in exchange for contingent consideration	$	—		$	10,800,000

Repay Holdings Corporation was incorporated as a Delaware corporation on July 11, 2019 in connection with the closing of a transaction (the “Business Combination”) pursuant to which Thunder Bridge Acquisition Ltd., a special purpose acquisition company organized under the laws of the Cayman Islands (“Thunder Bridge”), (a) domesticated into a Delaware corporation and changed its name to “Repay Holdings Corporation” and (b) consummated the merger of a wholly owned subsidiary of Thunder Bridge with and into Hawk Parent Holdings, LLC, a Delaware limited liability company (“Hawk Parent”).

Throughout this section, unless otherwise noted or unless the context otherwise requires, the terms “we”, “us”, “Repay” and the “Company” and similar references refer (1) before the Business Combination, to Hawk Parent and its consolidated subsidiaries and (2) from and after the Business Combination, to Repay Holdings Corporation and its consolidated subsidiaries. Throughout this section, unless otherwise noted or unless the context otherwise requires, “Thunder Bridge” refers to Thunder Bridge Acquisition. Ltd. prior to the consummation of the Business Combination. Thunder Bridge issued public warrants and private placement warrants (collectively, the “Warrants”), which were outstanding and recorded on the Company’s consolidated financial statements at the time of the Business Combination. On July 27, 2020, the Company completed the redemption of all outstanding Warrants.

The Company is headquartered in Atlanta, Georgia. The Company’s legacy business was founded as M & A Ventures, LLC, a Georgia limited liability company doing business as REPAY: Realtime Electronic Payments (“REPAY LLC”), in 2006 by current executives John Morris and Shaler Alias. Hawk Parent was formed in 2016 in connection with the acquisition of a majority interest in the successor entity of REPAY LLC and its subsidiaries by certain investment funds sponsored by, or affiliated with, Corsair Capital LLC (“Corsair”).

On January 19, 2021, the Company completed the previously announced underwritten public offering (the “Equity Offering”) of 6,244,500 shares of its Class A common stock at a public offering price of $24.00 per share. 814,500 shares of such Class A common stock were sold in the Equity Offering in connection with the full exercise of the underwriters’ option to purchase additional shares of Class A common stock pursuant to the underwriting agreement.

On April 12, 2021, the Securities and Exchange Commission (the “SEC”) issued a statement (the “Statement”) on the accounting and reporting considerations for warrants issued by special purpose acquisition companies (“SPACs”). The Statement referenced the guidance included in generally accepted accounting principles in the United States of America (“GAAP”) that entities must consider in determining whether to classify contracts that may be settled in its own stock, such as warrants, as equity or as an asset or liability. After considering the Statement, the Company re-evaluated its historical accounting for the Warrants and concluded it must amend the accounting treatment of the Warrants, which were recorded to the Company’s consolidated financial statements at the time of the Business Combination. At that time, the Warrants were presented within equity and did not impact any reporting periods prior to the Business Combination. The Company’s management concluded that the Warrants include provisions that, based on the Statement, preclude the Warrants from being classified as components of equity. Management, after consultation with the audit committee and our independent registered accounting firm, concluded that our previously issued audited financial statements as of December 31, 2019, for the period from July 11, 2019 through December 31, 2019 and as of and for the year ended December 31, 2020 and the Company’s unaudited condensed consolidated financial statements for the quarterly periods within those periods (the “Relevant Periods”) should no longer be relied upon. The Company has filed an amendment to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”) restating the financial statements for the Relevant Periods (including the quarter ended March 31, 2020), as set forth in the Statement. The notes included herein should be read in conjunction with the restated financial reports included in the 2020 Form 10-K. This Quarterly Report on Form 10-Q reflects the restated financials for the quarter ended March 31, 2020. The Warrants were no longer outstanding as of the end of 2020, and therefore, the change in accounting policy triggered by the restatement has no impact on the financial statements for the quarter ended March 31, 2021 included in this Quarterly Report on Form 10-Q.

The Company has reflected in this Quarterly Report on Form 10-Q restated financials as of December 31, 2020 and March 31, 2020 and for the quarter ended March 31, 2020 to restate the following non-cash items:

~~The restatement had no impact on the Company’s liquidity or cash position.~~

These unaudited consolidated interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes, ~~for the periods ended December 31, 2020 and 2019,~~ which are included in the ~~2020~~Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2021.

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with ~~GAAP~~accounting principles generally accepted in the United States (“GAAP”) and with instructions to Form 10-Q and Rule 10-01 of SEC Regulation S-X as they apply to interim financial information. Accordingly, the interim consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading.

The interim consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments, operations and cash flows as of and for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.

The consolidated financial statements include the accounts of Repay Holdings Corporation, the majority-owned Hawk Parent Holdings LLC and its wholly owned subsidiaries: Hawk Intermediate Holdings, LLC, Hawk Buyer Holdings, LLC, Repay Holdings, LLC, M&A Ventures, LLC, Repay Management Holdco Inc., Repay Management Services LLC, Sigma Acquisition, LLC, Wildcat Acquisition, LLC, ~~(“PaidSuite”),~~ Marlin Acquirer, LLC, ~~(“Paymaxx”),~~ REPAY International LLC, REPAY Canada Solutions ULC, TriSource Solutions, LLC (“TriSource”), Mesa Acquirer, LLC, CDT Technologies LTD (“Ventanex”), Viking GP Holdings, LLC, cPayPlus, LLC (“cPayPlus”), CPS Payment Services, LLC, Media Payments, LLC ~~and~~(“MPI”), Custom Payment Systems, ~~LLC.~~LLC, BT Intermediate, LLC, Electronic Payment Providers, LLC, Blue Cow Software, LLC, Hoot Payment Solutions, LLC, Internet Payment Exchange, LLC, Stratus Payment Solutions, LLC, Clear Payment Solutions, LLC, Harbor Acquisition LLC, Payix Holdings Incorporated and Payix Incorporated. All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying interim consolidated financial statements of the Company were prepared in accordance with GAAP. 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.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported Consolidated Statements of Operations during the reporting period. Actual results could differ materially from those estimates.

During the preparation of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, the Company identified an error in the presentation of the reclassification of net unrealized loss on cash flow hedges to other loss and its related tax expenses within the Consolidated Statements of Comprehensive Income in previous reporting periods beginning the three months ended March 31, 2021, which resulted in a decrease of Comprehensive loss attributable to the Company from ($15.8) million to ($9.4) million for the three months ended March 31, 2021. Net income (loss) for the three months ended March 31, 2021 and Total equity as of March 31, 2021 were not impacted. The Company assessed the materiality of the misstatement both quantitatively and qualitatively in accordance with Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections, as well as SEC Staff Accounting Bulletins No. 99, Materiality, and No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded that the misstatement was not material to the Company’s previously issued unaudited interim consolidated financial statements for the prior periods and that amendments of previously filed reports were not required.

In ~~December 2019,~~August 2021, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued Accounting Standards Update ~~(“ASU”) 2019-12, "~~No. 2021-08, “~~Income Taxes~~Business Combinations (Topic ~~740)~~805): ~~Simplifying the~~ Accounting for ~~Income Taxes~~Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No. 2021-08”). ASU ~~2019-12 simplifies the accounting for income taxes, eliminates certain exceptions within~~No. 2021-08 requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ~~Income Taxes~~Revenue (Topic ~~740)~~606), ~~and clarifies certain aspects of the current guidance to promote consistency among reporting entities,~~ and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, ~~2020,~~2022, with early adoption permitted. ~~Most amendments~~Amendments within ASU ~~2019-12~~No. 2021-08 are required to be applied prospectively to business combinations occurring on ~~a prospective basis, while certain amendments must be applied on a retrospective~~ or ~~modified retrospective basis.~~

The Company adopted ASU 2019-12 as of January 1, 2021, using a modified retrospective transition approach. The adoption of this ASU does not have a material impact on the Company’s consolidated financial statements or related disclosures.

~~Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity~~

~~In August 2020, the FASB issued~~ ~~ASU~~ ~~2020-06,~~ ~~Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity,~~ ~~which made targeted improvements to an issuer’s accounting for convertible instruments under~~ ~~Accounting Standards Codification (“ASC”) Topic No. 470 Debt, and the derivative scope exception for contracts in an entity’s own equity under~~ ~~ASC Topic No. 815 Derivatives and Hedging~~. Specifically, ASU 2020-06 reduces the number of accounting models that exist under GAAP as well as the number of settlement conditions which will likely result in more convertible instruments being accounted for as a single unit of account, a reduction in the amount of interest expense recognized for convertible debt, and more embedded derivatives meeting the derivative scope exception. In addition, ASU 2020-06 amends ~~ASC Topic No. 260 Earnings Per Share, which will result in more dilutive earnings per share results.~~

~~ASU 2020-06 is effective for public companies beginning January 1, 2022, including interim periods within the fiscal years~~ after the ~~adoption date. Early adoption is also permitted beginning January 1, 2021, including interim periods within those fiscal years.~~

The Company early adopted ASU 2020-06 as of January 1, 2021. The Company issued the 0.00% Convertible Senior Notes due 2026 (“2026 Notes”) in January 2021, which resulted in recognition of $440.0 million in noncurrent long-term debt of and $11.4 million in debt issuance cost. In determining the impacteffective date of the 2026 Notes on the Company’s diluted earnings per share calculations, the Company will apply the if-converted method. For additional information and required disclosures related to 2026 Notes, see Note 10. Borrowings.amendments.

For the Company’s accounting policies for recognizing revenue and contract costs, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies and Note 3. Revenue to the Company’s Notes to Consolidated Financial Statements in Part II, Item 8 of the ~~2020~~Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2021.

The table below presents a disaggregation of revenue by direct and indirect relationships for the periods indicated:

	Three Months Ended March 31,				Three Months Ended March 31,
	2021		2020		2022		2021
Revenue
Direct relationships	$	46,971,894	$	38,715,624	$	63,637,758	$	46,971,894
Indirect relationships		548,602		746,913		3,926,297		548,602
Total Revenue	$	47,520,496	$	39,462,537	$	67,564,055	$	47,520,496

During the three months ended March 31, 2021, ~~and 2020,~~ basic and diluted net loss per common share are the same since the inclusion of the assumed exchange of all limited liability company interests of Hawk Parent (“Post-Merger Repay Units”), unvested restricted share awards and ~~convertible debt conversion~~the Company’s Convertible Senior Notes due 2026 (“2026 Notes”) would have been anti-dilutive.

The following table summarizes net ~~loss~~income (loss) attributable to the Company and the weighted average basic and ~~basic and~~ diluted shares outstanding:

For the three months ended March 31, 2021, ~~and 2020,~~ the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive:

Shares of the Company’s Class V common stock do not participate in the earnings or losses of the Company and, therefore, are not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V common stock under the two-class method has not been presented.

On ~~February 10, 2020,~~June 15, 2021, the Company acquired ~~all of the ownership interests of CDT Technologies, LTD d/b/a Ventanex (“Ventanex”~~BT Intermediate, LLC (together with its subsidiaries, “BillingTree”).Under the terms of the ~~securities purchase~~ agreement and plan of merger between ~~Repay Holdings,~~BT Intermediate, LLC, the Company, two newly formed subsidiaries of the Company and the ~~direct and indirect owners~~owner of ~~CDT Technologies, LTD~~BT Intermediate, LLC (“~~Ventanex Purchase~~BillingTree Merger Agreement”), the aggregate consideration paid at closing by the Company was approximately ~~$36~~$505.8 million, consisting of approximately $277.5 million in ~~cash. In addition to the closing consideration, the Ventanex Purchase Agreement contains a performance-based earnout (the “Ventanex Earnout Payment”), which was based on future results~~cash and approximately 10 million shares of ~~the acquired business and could result in an additional payment to the former owners of Ventanex of up to $14 million.~~Class A common stock. The ~~Ventanex acquisition was financed with a combination of cash on hand and committed borrowing capacity under the Company’s existing credit facility. The Ventanex Purchase~~BillingTree Merger Agreement contains customary representations, warranties and covenants by Repay and the former ~~owners~~owner of ~~Ventanex,~~BillingTree, as well as a customary post-closing adjustment provision relating to working capital and similar items.

The following summarizes the preliminary purchase consideration paid to the ~~selling members~~seller of ~~Ventanex:~~BillingTree:

Cash consideration	$	35,939,129	$	277,521,139
Contingent consideration ⁽¹⁾		4,800,000
Class A common stock issued				228,250,000
Total purchase price	$	40,739,129	$	505,771,139

The Company recorded ana preliminary allocation of the purchase price to ~~Ventanex’s~~BillingTree’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the ~~February 10, 2020~~June 15, 2021 closing date. The preliminary purchase price allocation is as follows:

Cash and cash equivalents	$	50,663		$	8,243,570
Accounts receivable		1,376,539			3,623,894
Prepaid expenses and other current assets		180,514			1,601,854
Total current assets		1,607,716			13,469,318
Property, plant and equipment, net		137,833			541,244
Restricted cash		428,313			274,954
Other assets					1,782,489
Identifiable intangible assets		26,890,000			236,810,000
Total identifiable assets acquired		29,063,862			252,878,005
Accounts payable		(152,035	)		(2,552,251	)
Accrued expenses		(373,159	)		(6,982,919	)
Deferred tax liability					(31,384,399	)
Net identifiable assets acquired		28,538,668			211,958,436
Goodwill		12,200,461			293,812,704
Total purchase price	$	40,739,129		$	505,771,140

The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows:

	Fair Value		Useful life	Fair Value		Useful life
Identifiable intangible assets	(in millions)		(in years)	(in millions)		(in years)
Non-compete agreements	$	0.1	5	$	0.3	2
Trade names		0.4	Indefinite		7.8	Indefinite
Developed technology		4.1	3		26.2	3
Merchant relationships		22.3	10		202.5	10
	$	26.9		$	236.8

Goodwill of ~~$12.2~~$293.8 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets ~~acquired.~~acquired, of which $47.7 million is expected to be deductible for tax purposes. 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. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of ~~Ventanex.~~BillingTree.

On ~~July 23, 2020,~~June 22, 2021, the Company acquired substantially all of the ~~ownership interests~~assets of ~~cPayPlus.~~Kontrol LLC (“Kontrol”). Under the terms of the ~~securities~~asset purchase agreement between a newly formed subsidiary of Repay Holdings, LLC and the ~~direct~~owner of Kontrol (“Kontrol Purchase Agreement”), the aggregate consideration paid at closing by the Company was up to $10.5 million in cash, of which $7.4 million was paid at closing. The Kontrol Purchase Agreement contains customary representations, warranties and ~~indirect owners~~covenants by Repay and the former owner of ~~cPayPlus.~~Kontrol, as well as a customary post-closing adjustment provision relating to working capital and similar items.

The following summarizes the preliminary purchase consideration paid to the owner of Kontrol:

The Company recorded a preliminary 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. The preliminary purchase price allocation is as follows:

The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows:

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. 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. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Kontrol.

On December 29, 2021, the Company acquired Payix Holdings Incorporated (together with its subsidiary, “Payix”). Under the terms of the merger agreement with Payix (“~~cPayPlus~~Payix Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately ~~$8.0~~$95.6 million in cash. In addition to the closing consideration, the ~~cPayPlus~~Payix Purchase Agreement contains a performance-based earnout (the ~~“cPayPlus~~“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 ~~cPayPlus~~Payix of up to ~~$8.0 million in the third quarter of 2021.~~$20.0 million. The ~~cPayPlus~~Payix acquisition was financed with cash on ~~hand.~~ hand and available revolver capacity.The ~~cPayPlus~~Payix Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of ~~cPayPlus,~~Payix, as well as a customary post-closing adjustment provision relating to working capital and similar items.

The following summarizes the preliminary purchase consideration paid to the ~~selling members~~sellers of ~~cPayPlus:~~Payix:

Cash consideration	$	7,956,963	$	95,627,972
Contingent consideration ⁽¹⁾		6,500,000		2,850,000
Total purchase price	$	14,456,963	$	98,477,972

The Company recorded a preliminary allocation of the purchase price to ~~cPayPlus’s~~Payix’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the ~~July 23, 2020~~December 29, 2021 closing date. The preliminary purchase price allocation is as follows:

Cash and cash equivalents	$	262,331		$	702,575
Accounts receivable		164,789			1,715,292
Prepaid expenses and other current assets		37,660			93,891
Total current assets		464,780			2,511,758
Property, plant and equipment, net		20,976			83,449
Restricted cash					27,177
Other assets					655,588
Identifiable intangible assets		7,720,000			33,150,000
Total identifiable assets acquired		8,205,756			36,427,972
Accounts payable		(99,046	)		(214,195	)
Accrued expenses		(363,393	)
Accrued expenses and other liabilities					(2,022,846	)
Deferred tax liability					(6,943,998	)
Net identifiable assets acquired		7,743,317			27,246,933
Goodwill		6,713,646			71,231,039
Total purchase price	$	14,456,963		$	98,477,972

The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows:

	Fair Value		Useful life	Fair Value		Useful life
Identifiable intangible assets	(in millions)		(in years)	(in millions)		(in years)
Non-compete agreements	$	0.1	5
Trade names		0.1	Indefinite	$	0.3	Indefinite
Developed technology		6.7	3		12.4	3
Merchant relationships		0.8	10		20.5	10
	$	7.7		$	33.2

Goodwill recognized of ~~$6.7~~$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.~~acquired, 0ne of which is expected to be deductible for tax purposes. 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. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of ~~cPayPlus.~~Payix.

On November 2, 2020, the Company acquired all of the ownership interests of CPS Payment Services, LLC, Media Payments, LLC (“MPI”), and Custom Payment Systems, LLC (collectively, “CPS”). Under the terms of the securities purchase agreement between Repay Holdings, LLC and the direct and indirect owners of CPS. (“CPS Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $78.0 million in cash. In addition to the closing consideration, the CPS Purchase Agreement contains a performance-based earnout (the “CPS Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of CPS of up to $15.0 million in 2 separate earnouts. The CPS acquisition was financed with cash on hand. The CPS Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of CPS, as well as a customary post-closing adjustment provision relating to working capital and similar items.

~~The following summarizes the preliminary purchase consideration paid to the selling members of CPS:~~

The Company recorded a preliminary allocation of the purchase price to CPS’ and MPI’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the November 2, 2020 closing date. The preliminary purchase price ~~allocation is as follows:~~

~~Notes~~allocations for the acquisitions of BillingTree, Kontrol, and Payix are based on initial estimates and provisional amounts. For the acquisitions completed during the year ended December 31, 2021, the Company continues to refine its inputs and estimates inherent in the ~~Unaudited Consolidated Financial Statements~~

~~The preliminary values allocated to identifiable~~valuation of intangible assets, ~~and their estimated useful lives are as follows:~~

~~Goodwill~~deferred income taxes, realization of ~~$43.3 million, represents the excess of the gross consideration transferred over the fair value of the underlying net~~ tangible ~~and identifiable intangible~~ assets acquired. 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. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the ~~assembled workforce~~accuracy and completeness of ~~CPS.~~liabilities within the measurement period.

The Company incurred transaction expenses of ~~$1.6~~$2.8 million for the three months ended March 31, ~~2021, respectively,~~2022, related to the ~~Ventanex, cPayPlus~~BillingTree, Kontrol, and ~~CPS~~Payix acquisitions. The Company incurred transaction expenses of ~~$1.0~~$1.6 million for the three months ended March 31, ~~2020,~~2021, related to the acquisitions of Ventanex, ~~acquisition.~~ cPayPlus and CPS Payment Services, LLC (together with its affiliated companies, “CPS”).

The supplemental condensed consolidated results of the Company on an unaudited pro forma basis give effect to the ~~Ventanex, cPayPlus~~BillingTree, Kontrol, and ~~CPS~~Payix acquisitions as if the transactions had occurred on January 1, ~~2020.~~2021. 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. In addition, the pro forma earnings exclude acquisition-related costs.

The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of the Company’s assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented. ~~Refer to Note 5, Note 10 and Note 11 for additional information on these liabilities.~~

	March 31, 2021								March 31, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2			Level 3		Total
Assets:
Cash and cash equivalents	$	390,921,782	$	—	$	—	$	390,921,782
Restricted cash		19,525,277		—		—		19,525,277
Other assets									$	—	$	2,499,996		$	—	$	2,499,996
Total assets	$	410,447,059	$	—	$	—	$	410,447,059	$	—	$	2,499,996		$	—	$	2,499,996
Liabilities:
Contingent consideration	$	—	$	—	$	17,500,000	$	17,500,000	$	—	$	—		$	14,146,840	$	14,146,840
Borrowings		—		427,287,919		—		427,287,919		—		449,187,265			—		449,187,265
Tax receivable agreement		—		—		230,383,483		230,383,483		—		—			221,209,034		221,209,034
Total liabilities	$	—	$	427,287,919	$	247,883,483	$	675,171,402	$	—	$	449,187,265		$	235,355,874	$	684,543,139

	December 31, 2020 (As Restated)								December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2			Level 3		Total
Assets:
Cash and cash equivalents	$	91,129,888	$	—	$	—	$	91,129,888
Restricted cash		15,374,846		—		—		15,374,846
Other assets									$	—	$	2,499,996		$	—	$	2,499,996
Total assets	$	106,504,734	$	—	$	—	$	106,504,734	$	—	$	2,499,996		$	—	$	2,499,996
Liabilities:
Contingent consideration	$	—	$	—	$	15,800,000	$	15,800,000	$	—	$	—	��	$	17,046,840	$	17,046,840
Borrowings		—		256,713,396		—		256,713,396		—		448,484,696			—		448,484,696
Tax receivable agreement		—		—		229,228,105		229,228,105		—		—			245,828,419		245,828,419
Interest rate swap		—		9,312,332		—		9,312,332
Total liabilities	$	—	$	266,025,728	$	245,028,105	$	511,053,833	$	—	$	448,484,696		$	262,875,259	$	711,359,955

Other assets contain a minority equity investment in a privately-held company. The Company elected a measurement alternative for measuring this investment, in which the carrying amount is adjusted based on any observable price changes in orderly transactions. The investment is classified as Level 2 as observable adjustments to value are infrequent and ~~cash equivalents~~

~~Cash and cash equivalents are classified within Level 1 of the fair value hierarchy, under ASC 820,~~ ~~Fair Value Measurements~~ ~~(“ASC 820”), as the primary component of the price is obtained from quoted market prices~~occur in an ~~active~~inactive market. ~~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.~~

~~Restricted cash is classified within Level 1 of the fair value hierarchy, under ASC 820,~~ ~~Fair Value Measurements~~ (“ASC 820”), as the primary component is cash that is used as collateral for debts. The carrying amounts of the Company’s restricted cash approximate their fair values due to the highly liquid nature.

Contingent consideration relates to potential payments that the Company may be required to make associated with acquisitions. The contingent consideration is recorded at fair value based on estimates of discounted future cash flows associated with the acquired ~~businesses.~~businesses within Related party payable in the Consolidated Balance Sheets. 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. Accordingly, the fair value of contingent consideration is classified within Level 3 of the fair value hierarchy, under ASC ~~820.~~820, Fair Value Measurement (“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, Business Combinations (“ASC 805”).

The Company used a discount rate to determine the present value, based on a risk-free rate adjusted for a credit spread, of the contingent consideration in the simulation approach. A range of ~~4.6%~~4.4% to ~~4.7%~~4.5% and weighted average of ~~4.6%~~4.46% was applied to the simulated contingent consideration payments, in order to determine the fair value. A significant increase or decrease in the discount rate could have resulted in a lower or higher balance, respectively, as of the measurement date.

The following table provides a rollforward of the contingent consideration related to previous business acquisitions. Refer to Note 5 for more details.

	Three Months Ended March 31,					Three Months Ended March 31,
	2021			2020		2022			2021
Balance at beginning of period	$	15,800,000		$	14,250,000	$	17,046,840		$	15,800,000
Measurement period adjustment		—			6,580,549
Purchases		—			10,800,000
Payments		(948,786	)		—		—			(948,786	)
Accretion expense	—				—
Valuation adjustment		2,648,786			—		(2,900,000	)		2,648,786
Balance at end of period	$	17,500,000		$	31,630,549	$	14,146,840		$	17,500,000

The carrying value of the Company’s 2026 Notes, revolving credit facility and term loan is net of unamortized debt discount and debt issuance costs. The ~~fair value~~carrying amount of the Company’s borrowings ~~was determined using a discounted cash flow model based~~approximates fair value because interest rates on ~~observable~~these instruments approximate market ~~factors, such as changes in credit spreads for comparable benchmark companies and credit factors specific to us.~~interest rates. The fair value of the Company’s borrowings is classified within Level 2 of the fair value hierarchy, as the ~~inputs to the discounted cash flow model~~market interest rates are generally observable and do not contain a high level of subjectivity. See Note 10 for further discussion on borrowings.

Upon the completion of the Business Combination, the Company entered into the Tax Receivable Agreement (the “TRA”) with holders of Post-Merger Repay Units. As a result of the TRA, the Company established a liability in its consolidated financial statements. 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. These inputs are not observable in the market; 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.

The Company used a discount rate, also referred to as the ~~early termination rate,~~Early Termination Rate, as defined in the TRA, to determine the present value, based on a risk-free rate plus a spread, pursuant to the TRA. A rate of ~~1.28%~~3.1% was applied to the forecasted TRA payments at March 31, ~~2021,~~2022, in order to determine the fair value. A significant increase or decrease in the discount rate could have resulted in a lower or higher balance, respectively, as of the measurement date. The TRA balance ~~increased as a result of exchanges of Post-Merger Repay Units for Class A common stock pursuant to the Exchange Agreemententered into upon completion of the Business Combination (the “Exchange Agreement”). In addition, the TRA balance~~ was adjusted by $1$24.6 million through accretion expense and a valuation adjustment, related to ~~a decrease~~an increase in the discount rate, which was ~~1.34%~~1.58% as of December 31, ~~2020.~~2021.

The following table provides a rollforward of the TRA related to the Business Combination and subsequent acquisition and exchanges of Post-Merger Repay Units. See Note 15 for further discussion on the TRA.

	Three Months Ended March 31,					Three Months Ended March 31,
	2021			2020		2022			2021
Balance at beginning of period	$	229,228,105		$	67,176,226	$	245,828,419		$	229,228,105
Purchases		2,198,111			—		—			2,198,111
Payments	—			—
Accretion expense		806,375			541,963		960,866			806,375
Valuation adjustment		(1,849,108	)	—			(25,580,251	)		(1,849,108	)
Balance at end of period	$	230,383,483		$	67,718,189	$	221,209,034		$	230,383,483

In October 2019, the Company entered into a $140.0 million notional, fifty-seven month interest rate swap agreement, and in February 2020, the Company entered into a $30.0 million notional, sixty month interest rate swap agreement, then a revised notional amount of $65.0 million beginning on September 30, 2020. These interest rate swap agreements are to hedge changes in its cash flows attributable to interest rate risk on a combined $205.0 million of Company’s variable-rate term loan to a fixed-rate basis, thus reducing the impact of interest rate changes on future interest expense.

These swaps involve the receipt of variable-rate amounts in exchange for fixed interest rate payments over the lives of the agreements without an exchange of the underlying notional amounts and were designated for accounting purposes as cash flow hedges. The interest rate swaps are carried at fair value on a recurring basis in the Consolidated Balance Sheets and are classified within Level 2 of the fair value hierarchy, as the inputs to the derivative pricing model are generally observable and do not contain a high level of subjectivity. The fair value was determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date.

	March 31,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Furniture, fixtures, and office equipment	$	1,506,085	$	1,112,702	$	2,923,703	$	2,763,380
Computers		1,980,757		1,733,672		3,774,768		3,408,336
Leasehold improvements		340,333		340,333		516,982		430,894
Total		3,827,175		3,186,707		7,215,453		6,602,610
Less: Accumulated depreciation and amortization		1,847,075		1,558,268		3,368,454		2,801,411
	$	1,980,100	$	1,628,439	$	3,846,999	$	3,801,199

Depreciation expense for property and equipment was ~~$0.3~~$0.5 million and ~~$0.2~~$0.3 million for the three months ended March 31, 2022 and 2021, ~~and 2020,~~ respectively.

The Company holds definite and indefinite-lived intangible assets. As of March 31, 2022 and December 31, 2021, the indefinite-lived intangible assets consist of ~~trade names of $22.2 million, and this balance consists of 6~~5 trade names, arising from the acquisitions of Hawk Parent, ~~TriSource, APS Payments (“APS”), Ventanex, cPayPlus~~MPI, BillingTree, Kontrol and ~~CPS.~~Payix.

	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Useful Life (Years)		Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Useful Life (Years)
Customer relationships	$	308,450,000	$	47,320,995	$	261,129,005		8.39
Client relationships									$	539,850,000	$	96,664,304	$	443,185,696		8.15
Channel relationships		12,550,000		755,685		11,794,315		9.40		13,490,000		1,401,352		12,088,648		8.50
Software costs		109,198,942		49,211,901		59,987,041		1.53		170,030,678		97,160,222		72,870,456		1.29
Non-compete agreements		4,270,000		3,111,208		1,158,792		1.27		4,580,000		4,239,505		340,495		0.79
Balance as of March 31, 2021	$	434,468,942	$	100,399,789	$	334,069,153		6.62
Trade name										28,140,000		—		28,140,000		—
Balance as of March 31, 2022									$	756,090,678	$	199,465,383	$	556,625,295		6.51

Customer relationships	$	308,450,000	$	39,920,578	$	268,529,422	8.64	$	539,850,000	$	83,014,231	$	456,835,769	8.40
Channel relationships		12,550,000		191,936		12,358,064	9.65		12,550,000		1,146,935		11,403,065	8.65
Software costs		104,715,101		40,280,116		64,434,985	1.85		163,957,560		83,162,612		80,794,948	1.48
Non-compete agreements		4,270,000		2,595,333		1,674,667	1.52		4,580,000		4,059,880		520,120	0.88
Balance as of December 31, 2020	$	429,985,101	$	82,987,963	$	346,997,138	6.95
Trade name									28,140,000		—		28,140,000	—
Balance as of December 31, 2021								$	749,077,560	$	171,383,658	$	577,693,902	6.79

The Company’s amortization expense for intangible assets was ~~$17.5~~$28.1 million and ~~$13.7~~$17.5 million for the three months ended March 31, 2022 and 2021, ~~and 2020,~~ respectively.

The estimated amortization expense for the next five years and thereafter in the aggregate is as follows:

Year Ending December 31,	Estimated Future Amortization Expense		Estimated Future Amortization Expense
2021	$	45,556,445
2022		58,105,482	$	73,678,172
2023		39,879,266		83,652,958
2024		32,577,868		69,630,251
2025		32,254,856		55,580,308
2026		32,242,778		55,665,944
Thereafter		93,452,457		190,277,660

The following table presents changes to goodwill for the three months ended March 31, ~~2021 and 2020.~~2022.

	Total			Total
Balance at December 31, 2020	$	458,970,255
Balance at December 31, 2021				$	824,081,632
Acquisitions	—				0
Dispositions	0			0
Impairment Loss	0			0
Measurement period adjustment		(10,778	)		12,809
Balance at March 31, 2021	$	458,959,477
Balance at March 31, 2022				$	824,094,441

The Company has only 1 operating segment and, based on the criteria outlined in ASC 350, Intangibles – Goodwill and Other (“ASC 350”), only 1 reporting unit that needs to be tested for goodwill impairment. Accordingly, goodwill was reviewed for impairment at the consolidated entity level. ~~Based on the qualitative factors described in ASC 350, the~~The Company concluded that goodwill was 0t impaired as of March 31, ~~2021.~~2022. As of March 31, 2022 and December 31, 2021, there were 0 accumulated impairment losses on the Company’s goodwill.

The Company entered into a Revolving Credit and Term Loan Agreement (as the “Successor Credit Agreement”) on July 11, 2019, with Truist Bank (formerly SunTrust Bank) and the other lenders party thereto, which provided a revolving credit facility (the “Revolving Credit Facility”), a term loan A (the “Term Loan”), and a delayed draw term loan at a variable interest rate~~(the~~ (the “Delayed Draw Term Loan”). The Successor Credit Agreement provided for an aggregate revolving commitment of $20.0 million at a variable interest rate.

On February 10, 2020, as part of the financing for the acquisition of Ventanex, the Company entered into an agreement with Truist Bank and other members of its existing bank group to amend and upsize ~~its previous credit agreement~~the Successor Credit Agreement from $230.0 million to $346.0 million. The Successor Credit Agreement is collateralized by substantially all of the Company’s assets, and includes restrictive qualitative and quantitative covenants, as defined in the Successor Credit Agreement.

On January 20, 2021, the Company used a portion of the proceeds from the 2026 Notes to prepay in full the entire amount of the outstanding Term Loans under the Successor Credit Agreement. The Company also terminated in full all outstanding Delayed Draw Term Loan commitments under such credit facilities.

On February 3, 2021, the Company announced the closing of a new undrawn ~~$125~~$125.0 million senior secured revolving credit facility through Truist Bank. The Amended Credit Agreement replaces the Company’s Successor Credit Agreement, which included an undrawn ~~$30~~$30.0 million Revolving Credit Facility.

On December 29, 2021, the Company increased its existing senior secured credit facilities by $60.0 million to provide for a $185.0 million revolving credit facility in favor of Hawk Parent pursuant to an amendment to the Amended Credit Agreement. The revolving credit facility is guaranteed by Repay Holdings Corporation and certain of its subsidiaries. The Company was in compliance with its restrictive covenants under the Amended Credit Agreement at March 31, ~~2021.~~2022.

~~The Amended Credit Agreement provides for a Revolving Credit Facility of $125.0 million.~~ As of March 31, ~~2021,~~2022, the Company had ~~$0.0~~$20.0 million drawn against the ~~Revolving Credit Facility.~~revolving credit facility at a variable interest rate of 2.25% plus 1-month LIBOR due 2026. The Company paid ~~$97,222~~$0.2 million and ~~$42,361~~$0.1 million in fees related to unused commitments for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. The Company’s interest expense on the ~~line of~~revolving credit facility totaled $0$0.1 million and ~~$62,008~~$0 for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

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. The conversion rate of any 2026 Notes ~~will initially be~~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). 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. The 2026 Notes will mature on February 1, 2026, unless earlier converted, repurchased or redeemed. 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.

During the three months ended March 31, ~~2021,~~2022, the conversion contingencies of the 2026 Notes were not met, and the conversion terms of the 2026 Notes were not significantly changed. The shares issuable upon conversion of the 2026 Notes were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive.

~~At March 31, 2021 and December 31, 2020,~~The following table summarized the total borrowings under the ~~Successor Credit Agreement,~~ Amended Credit Agreement and 2026 ~~Notes consisted of the following, respectively:~~

The following is a summary of principal maturities of long‑term debt for each of the next five years ending December 31 and in the aggregate:

2021	$	—
2022		—	$	—
2023		—		—
2024		—		—
2025		—		—
2026		440,000,000		460,000,000
	$	440,000,000	$	460,000,000

~~The Company incurred interest expense on the Term Loans of~~ ~~$3.2 million for the three months ended March 31, 2020.~~

Interest rate fluctuations expose the Company’s variable-rate term loan to changes in interest expense and cash flows. As part of its risk management strategy, the Company may use interest rate derivatives, such as interest rate swaps, to manage its exposure to interest rate movements.

In October 2019, the Company entered into a $140.0 million notional, five-year interest rate swap agreement, with Regions Bank, to hedge changes in cash flows attributable to interest rate risk on $140.0 million of its variable-rate term loan. This agreement involves the receipt of variable-rate amounts in exchange for fixed interest rate payments over the life of the agreement without an exchange of the underlying notional amount. This interest rate swap was designated for accounting purposes as a cash flow hedge. As such, changes in the interest rate swap’s fair value are deferred in accumulated other comprehensive income (loss) in the Consolidated Balance Sheets and are subsequently reclassified into interest expense in each period that a hedged interest payment is made on the Company’s variable-rate term loan. ~~Pre-tax gain (loss) reclassified from accumulated other comprehensive income (loss) into interest expense was$0.1 million for the three months ended March 31, 2020.~~

On February 21, 2020, the Company entered into a swap transaction with Regions Bank. On a quarterly basis, commencing on March 31, 2020 up to and including the termination date of February 10, 2025, the Company ~~will make~~made fixed payments on a beginning notional amount of $30.0 million, then a revised notional amount of $65.0 million beginning on September 30, 2020. On a quarterly basis, commencing on February 21, 2020 up to and including the termination date of February 10, 2025, the counterparty ~~will make~~made floating rate payments based on the 3-month LIBOR on the beginning notional amount of $30.0 million, then a revised notional amount of $65.0 million beginning on September 30, 2020.

Both interest rate swaps were settled ~~as of March 31,~~in January 2021, with a realized loss of ~~$9.3~~$6.4 million, ~~recorded in~~net of taxes of $1.7 million reclassified from Accumulated other comprehensive loss into Other loss in the Consolidated Statements of Operations ~~during~~for the ~~three months~~year ended ~~March~~December 31, 2021.

The Company is a party to various claims and lawsuits incidental to its business. In the Company’s opinion, the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, are not expected to have a material adverse effect on its financial position, liquidity, results of operations or cash flows.

The Company has commitments under operating leases for real estate leased from third parties under non-cancelable operating leases. ~~A right-of-use (“ROU”) asset and lease liability is recorded on the Consolidated Balance Sheet for all leases except those with an original lease term of twelve months or less.~~ The Company’s leases typically have lease terms between three years and ten years, with the longest lease term having an expiration date in 2029. Most of these leases include one or more renewal options for six years or less, and certain leases also include lessee termination options. At lease commencement, the Company assesses whether it is reasonably certain to exercise a renewal option, or reasonably certain not to exercise a termination option, by considering various economic factors. 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 ~~ROU~~right-of-use (“ROU”) asset and lease liability.

			Three Months Ended March 31,
	Three Months Ended March 31, 2021		2022		2021
Components of total lease costs:
Operating lease cost	$	540,639	$	689,806	$	540,639
Short-term lease cost		12,450		12,007		12,450
Variable lease cost		—		—		—
Total lease cost	$	553,089	$	701,813	$	553,089

	March 31, 2021			December 31, 2020			March 31, 2022			December 31, 2021
Operating leases:
ROU assets	$	9,650,463		$	10,074,506		$	11,473,076		$	10,499,751
Lease liability, current		1,562,964			1,527,224			2,225,407			1,990,416
Lease liability, long-term		8,470,264			8,836,655			9,886,289			9,090,867
Total lease liabilities	$	10,033,228		$	10,363,879		$	12,111,696		$	11,081,283

Weighted-average remaining lease term (in years)		6.0		6.2				4.5		5.2
Weighted-average discount rate (annual)		4.6	%		4.6	%
Weighted-average discount rate (annualized)								2.1	%		4.3	%

			Three Months Ended March 31,
	Three Months Ended March 31, 2021		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	459,698	$	644,726	$	459,698
Right-of-use assets obtained in exchange for lease liabilities:
ROU assets obtained in exchange for lease liabilities:
Operating leases		—		1,531,689		—

The following table presents a maturity analysis of the Company’s operating leases liabilities as of March 31, ~~2021:~~2022:

2021	$	1,522,813
2022		1,903,329	$	2,004,007
2023		1,948,666		2,714,419
2024		1,847,041		2,536,885
2025		1,531,435		2,370,722
2026				2,083,022
Thereafter		2,793,934		1,805,172
Total undiscounted lease payments		11,547,220		13,514,227
Less: Imputed interest		1,513,991		1,402,531
Total lease liabilities	$	10,033,228	$	12,111,696

	March 31,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Ventanex accrued earnout liability	$	4,600,000	$	4,800,000	$	12,746,840	$	12,746,840
cPayPlus accrued earnout liability		7,800,000		6,500,000
CPS accrued earnout liability		5,100,000		4,500,000		650,000		600,000
Kontrol accrued earnout liability						250,000		850,000
Payix accrued earnout liability						500,000		2,850,000
Other payables to related parties		274,815		11,597		177,337		347,285
	$	17,774,815	$	15,811,597	$	14,324,177	$	17,394,125

The Company incurred transaction costs on behalf of related parties of ~~$1.3~~$3.2 million and~~$0.5~~ $1.3 million for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. These costs consist of retention bonuses and other compensation to employees, associated with the costs resulting from the integration of new businesses.

~~REPAY HOLDINGS CORPORATION~~The Company held receivables from related parties of $0.3 million as of both March 31, 2022 and December 31, 2021. These amounts were due from employees, related to tax withholding on vesting of equity compensation. See Note 14. Share based compensation for more detail on these restricted share awards.

~~Notes~~The Company owed $14.3 million and $17.4 million to related parties, in the form of contingent consideration payable to the ~~Unaudited Consolidated Financial Statements~~

sellers of Ventanex, CPS, BillingTree, Kontrol and Payix, who were employees of REPAY, as of March 31, 2022 and December 31, 2021, respectively. Further, the Company owed employees $0.0 million for amounts paid on behalf of the Company as of both March 31, 2022 and December 31, 2021.

At the 2019 Annual Shareholders Meeting of Thunder Bridge, the shareholders considered and approved the 2019 Omnibus Incentive Plan (the “Incentive Plan”) which resulted in the reservation of 7,326,728 shares of Class A common stock for issuance thereunder. The Incentive Plan became effective immediately upon the closing of the Business Combination.

Under this plan, the Company currently has ~~two~~three types of share-based compensation awards outstanding: performance stock units (“PSUs”), restricted stock awards (“RSAs”) and restricted stock units (“RSUs”).

The following table summarized share-based compensation expense and the related income tax benefit recognized for the Company’s share-based compensation awards:

Activities for RSAs for the three months ended March 31, ~~2021 and 2020~~2022 are as follows:

	Class A Common Stock		Weighted Average Grant Date Fair Value		Class A Common Stock		Weighted Average Grant Date Fair Value
Unvested at December 31, 2020		2,523,431	$	15.71
Unvested at December 31, 2021						1,971,245	$	17.80
Granted		713,785		22.84		916,137		16.51
Forfeited ⁽¹⁾⁽²⁾		77,007		16.16		129,927		18.13
Vested		220,664		15.58		314,490		16.71
Unvested at March 31, 2021		2,939,545	$	18.09
Unvested at March 31, 2022						2,442,965	$	17.44

Unrecognized compensation expense related to unvested PSUs, RSAs and RSUs was $38.1 million at March 31, 2022, which is expected to be recognized as expense over the weighted-average period of 2.28 years. Unrecognized compensation expense related to unvested PSUs, RSAs and RSUs was $34.8 million at March 31, 2021, which is expected to be recognized as expense over the weighted-average period of ~~2.91 years. Unrecognized compensation expense related to unvested RSAs and RSUs was $32.8 million at March 31, 2020, which is expected to be recognized as expense over the weighted-average period of~~ 2.64 years. ~~The Company incurred $5.2 millionand~~ ~~$3.5 million~~ ~~of share-based compensation expense for the three months ended March 31, 2021 and 2020, respectively.~~

Repay Holdings Corporation is taxed as a corporation and is subject to paying corporate federal, state and local taxes on the income allocated to it from Hawk Parent, based upon Repay Holding Corporation’s economic interest held in Hawk Parent, as well as any stand-alone income or loss it generates. Hawk Parent is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Hawk Parent is not subject to U.S. federal and certain state and local income taxes. 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.

The Company’s effective tax rate was ~~24.8% and 7.8%, as restated,~~23.0% for the three months ended March 31, ~~2021 and 2020, respectively.~~2022. The Company recorded an income tax ~~benefit~~expense of ~~$5.9 million,and $1.1~~$3.8 million for the three months ended March 31, ~~2021 and 2020, respectively.~~2022. The effective tax rate for the three months ended March 31, ~~2021~~2022 includes a stock-based compensation adjustments excess tax ~~benefit~~shortfall related to restricted stock awards vesting, which is required to be recorded discretely in the interim period in which it occurs.

The Company’s effective tax rate was 24.8%, for the three months ended March 31, 2021. The Company ~~recognized~~recorded an income tax benefit of $5.9 ~~million and $1.1~~ million for the three months ended March 31, 2021. The effective tax rate is dependent on many factors, including the estimated amount of income subject to income tax. As such, the effective tax rate can vary from period to period.

The Company recognized ($3.8) million for the three months ended March 31, 2022, of deferred tax assets related to the income tax expense derived from the net operating income generated over the same period. The Company recognized $5.9 million for the three months ended March 31, 2021, ~~and 2020, respectively,~~ of deferred tax assets related to the income tax benefit derived from the net operating loss over the same

~~periods.~~ period. The Company did 0t0t recognize any changes to the valuation allowance as of March 31, ~~2021,~~2022, and the facts and circumstances remain unchanged.

Deferred tax assets, net of ~~$141.8~~$141.4 million ~~for the three months ended~~as of March 31, ~~2021,~~2022, relates primarily to the basis difference in the Company’s investment in Hawk Parent. The basis difference arose primarily as a result of athe subsequent purchase of Post-Merger Repay Units by the Company pursuant to the Unit Purchase Agreements entered into in 2020 with CC Payment Holdings, LLC, an entity controlled by Corsair, and the subsequent exchanges of Post-Merger Repay Units for shares of the Company’s Class A common stock in accordance with the Exchange Agreement.

As In addition, as a result of the ~~Post-Merger Repay Unit exchange during~~merger with BillingTree on June 15, 2021, an estimated opening deferred tax liability net of $31.4 million, as adjusted, was recorded. The merger was recognized as a Qualified Stock Purchase within the ~~three months ended March 31, 2021,~~meaning of Internal Revenue Code (the “Code”) Section 338(d)(3). As such, no step up in the tax asset basis was permitted creating an estimated net deferred tax liability related to the tax asset basis difference in the investment in Hawk Parent on the opening balance sheet date.

The Company ~~recognized an additional~~did not recognize any adjustment to the deferred tax asset (“DTA”) and offsetting deferred tax liability (“DTL”) inrecorded as a result of the ~~amount of $5,064~~ceiling rule limitation arising under Code Sec. 704(c) for the three months ended March 31, 2022, 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. 704(c).~~deductions. 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 such, a 100% valuation allowance was recognized.

Pursuant to the Company’s election under Section 754 of the Code, the Company expects to obtain an increase in its share of the tax basis in the net assets of Hawk Parent when Post-Merger Repay Units are redeemed or exchanged for Class A common stock of Repay Holdings Corporation. The Company intends to treat any redemptions and exchanges of Post-Merger Repay Units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

On July 11, 2019, the Company entered into a TRA that provides for the payment by the Company of 100% of the amount of any tax benefits realized, or in some cases are deemed to realize, as a result of (i) increases in its share of the tax basis in the net assets of Hawk Parent resulting from any redemptions or exchanges of Post-Merger Repay Units and from its acquisition of the equity of the selling Hawk Parent members, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA (the “TRA Payments”). The TRA Payments are not conditioned upon any continued ownership interest in Hawk Parent or the Company. The rights of each party under the TRA other 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.

As of March 31, ~~2021,~~2022, the Company had a liability of ~~$230.4~~$221.2 million related to its projected obligations under the TRA, which is captioned as tax receivable agreement liability in the Company’s Unaudited Consolidated Balance Sheet. The ~~increase~~decrease of $24.6 million in the TRA liability for the three months ended March 31, ~~2021,~~2022, was primarily a result of ~~a selling member of Hawk Parent~~ ~~exchanging 375,000Post-Merger Repay Units for shares of~~ the ~~Company’s Class A common stock~~change in the ~~three months ended March 31, 2021 in accordance with the Exchange Agreement. This resulted in an increase to the Company’s share of the tax basis in the net assets of Hawk Parent.~~Early Termination Rate.

Management has evaluated subsequent events and their potential effects on these unaudited consolidated financial ~~statements through May 10, 2021, which is~~statements. Based upon the ~~date~~review, management did not identify any subsequent events that would have required adjustment or disclosure in the ~~unaudited consolidated~~ financial ~~statements were available to be issued.~~

On May 10, 2021, the Company announced the acquisition of BillingTree for approximately $503.0 million, consisting of $275.0 million in cash and $228.0 million in shares of newly issued Class A common stock. The cash consideration for the transaction will be financed with cash on hand and is expected to close by the end of the second quarter, subject to certain customary closing conditions.statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For purposes of this section, "Repay", the “Company", "we", or "our" refer to Repay Holdings Corporation and its subsidiaries, unless the context otherwise requires. Certain figures have been rounded for ease of presentation and may not sum due to rounding.

Statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including those set forth under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K ~~as amended.~~for the year ended December 31, 2021.

We are a leading payments technology company. We provide integrated payment processing solutions to industry-oriented ~~vertical~~ markets in which ~~businesses~~clients have specific ~~and bespoke~~ transaction processing needs. We refer to these markets as “vertical markets” or “verticals.”

Our proprietary, integrated payment technology platform reduces the complexity of the electronic payments process for businesses, while enhancing their consumers’ overall experience. We are a payments innovator, differentiated by our proprietary, integrated payment technology platform and our ability to reduce the complexity of the electronic payments for businesses. We intend to continue to strategically target verticals where we believe our ability to tailor payment solutions to our ~~customers’~~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 ~~customers~~clients and fostering long-term ~~customer~~client relationships.

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. We processed approximately ~~$4.6~~$6.4 billion of total card payment volume infor the three months ended March 31, ~~2021,~~2022, and our card payment volume growth over the same period in ~~2020~~2021 was approximately ~~20%~~39%.

The ultimate impacts of the COVID-19 pandemic and related economic conditions on ~~the Company’s~~our results remain uncertain. The scope, duration and magnitude of the direct and indirect effects of the COVID-19 pandemic continue to evolve and in ways that are difficult to fully anticipate. At this time, we cannot reasonably estimate the full impact of the pandemic on the Company, given the uncertainty over the duration and severity of the economic crisis. In addition, the impact of COVID-19 on ~~the Company’s~~our results ~~in 2020 and~~ in the first quarter of ~~2021~~2022 may not be necessarily indicative of its impact on ~~the Company’s~~our results infor the remainder of ~~2021.~~

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, as amended, we restated our previously issued consolidated financial statements for periods following the Business Combination through December 31, 2020 to make accounting corrections related to warrant accounting. This Quarterly Report on Form 10-Q reflects the restated consolidated financial statements as of December 31, 2020 and for the quarter ended March 31, 2020.2022.

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 (the “Closing Date”).~~2019. On the ~~Closing Date,~~closing of the Business Combination, Thunder Bridge changed its name to “Repay Holdings Corporation.”

Key factors that we believe impact our business, results of operations and financial condition include, but are not limited to, the following:

Revenue. As our ~~customers~~clients process increased volumes of payments, our revenues increase as a result of the fees we charge for processing these payments. Most of our revenues are derived from volume-based payment processing fees (“discount fees”) and other related fixed per transaction fees. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed and include fees relating to processing and services that we provide. The transaction price for such processing services ~~are~~is determined, based on the judgment of management, considering factors such as margin objectives, pricing practices and controls, ~~customer~~client segment pricing strategies, the product life cycle and the observable price of the service charged to similarly situated ~~customers.~~clients. During the three months ended March 31, ~~2021~~2022 and ~~2020, we believe~~2021, our chargeback rate was less than 1% of our card payment volume.

~~Other costs~~Costs of services. ~~Other costs~~Costs of services primarily include commissions to our software integration partners and other third-party processing costs, such as front and back-end processing costs and sponsor bank fees.

Selling, general and administrative. Selling, general and administrative expenses include salaries, share-based compensation and other employment costs, professional service fees, rent and utilities, and other operating costs.

Depreciation and amortization. Depreciation expense consists of depreciation on our investments in property, equipment and computer hardware. Depreciation expense is recognized on a straight-line basis over the estimated useful life of the asset. Amortization expense for software development costs and purchased software is recognized on the straight-line method over a three-year estimated useful life, ~~over a ten-year~~between eight to ten years estimated useful life for ~~customer~~client relationships and channel relationships, and ~~over a five-year~~between two to five years estimated useful life for non-compete agreements.

Interest expense. Interest expense consists of interest in respect of our indebtedness under the Successor Credit Agreement, which was entered into in connection with the Business Combination and amended in February 2020, and the Amended Credit Agreement, which replaced the Successor Credit Agreement in February 2021.

~~Change in fair value of warrant liabilities~~. This amount represents the change in fair value of the warrant liabilities. The warrant liabilities are carried at fair value; so, any change to the valuation of this liability is recognized through this line in other expense. The change in fair value results from the change of underlying publicly listed trading price of our Class A common stock at each measurement date.

Change in fair value of tax receivable liability. This amount represents the change in fair value of the tax receivable agreement liability. The TRA liability is carried at fair value; so, any change to the valuation of this liability is recognized through this line in other expense. 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, or through accretion of the discounted fair value of the expected future cash payments.

	Three Months ended March 31						Three Months ended March 31,
(in $ thousands)	2021			2020			2022			2021
Revenue	$	47,520		$	39,463		$	67,564		$	47,520
Operating expenses
Other costs of services	$	12,475		$	10,771
Costs of services (exclusive of depreciation and amortization shown separately below)							$	16,565		$	12,475
Selling, general and administrative		23,393			18,166			32,218			23,393
Depreciation and amortization		17,793			13,904			28,589			17,793
Change in fair value of contingent consideration		2,649			—			(2,900	)		2,649
Total operating expenses	$	56,310		$	42,841		$	74,472		$	56,310
Income (loss) from operations	$	(8,790	)	$	(3,379	)
Interest expenses		(1,183	)		(3,518	)
Loss from operations							$	(6,908	)	$	(8,790	)
Interest expense								(989	)		(1,183	)
Loss on extinguishment of debt		(5,941	)		—			—			(5,941	)
Change in fair value of warrant liabilities		—			(6,898	)
Change in fair value of tax receivable liability		1,043			(542	)		24,619			1,043
Other income		28			39			6			28
Other loss		(9,080	)		—			—			(9,080	)
Total other (expenses) income		(15,133	)		(10,919	)
Income (loss) before income tax expense		(23,923	)		(14,298	)
Income tax benefit		5,942			1,116
Total other income (expense)								23,636			(15,133	)
Income (loss) before income tax (expense) benefit								16,728			(23,923	)
Income tax (expense) benefit								(3,843	)		5,942
Net income (loss)	$	(17,981	)	$	(13,182	)	$	12,885		$	(17,981	)
Net income (loss) attributable to non-controlling interest		(2,187	)		(2,852	)
Net loss attributable to non-controlling interest								(767	)		(2,187	)
Net income (loss) attributable to the Company	$	(15,794	)	$	(10,330	)	$	13,652		$	(15,794	)
Weighted-average shares of Class A common stock outstanding - basic and diluted		76,602,759			37,624,829
Loss per Class A share - basic and diluted	$	(0.21	)	$	(0.27	)

Weighted-average shares of Class A common stock outstanding - basic								88,607,655			76,602,759
Weighted-average shares of Class A common stock outstanding - diluted								113,015,159			76,602,759

Income (loss) per Class A share - basic							$	0.15		$	(0.21	)
Income (loss) per Class A share - diluted							$	0.12		$	(0.21	)

Three Months Ended March 31, ~~2021~~2022 Compared to Three Months Ended March 31, ~~2020~~2021

Total revenue was $67.6 million for the three months ended March 31, 2022 and $47.5 million for the three months ended March 31, 2021, ~~and $39.5 million for the three months ended March 31, 2020,~~ an increase of ~~$8.1~~$20.1 million or ~~20.4%~~42.2%. This increase was the result of newly signed ~~customers,~~clients, the growth of our existing ~~customers,~~clients, as well as the acquisitions of ~~Ventanex, cPayPlus~~BillingTree, Kontrol, and ~~CPS.~~Payix. For the three months ended March 31, ~~2021,~~2022, incremental revenues of approximately ~~$4.9~~$17.2 million are attributable to ~~Ventanex, cPayPlus~~BillingTree, Kontrol and ~~CPS.~~Payix.

~~Other costs~~Costs of services were $16.6 million for the three months ended March 31, 2022 and $12.5 million for the three months ended March 31, 2021, ~~and $10.8 million for the three months ended March 31, 2020,~~ an increase of ~~$1.7~~$4.1 million or ~~15.8%~~32.8%. This increase was the result of the acquisitions of BillingTree, Kontrol, and Payix. For the three months ended March 31, ~~2021,~~2022, incremental costs of services of approximately ~~$1.7~~$3.0 million are attributable to ~~Ventanex, cPayPlus~~BillingTree, Kontrol and ~~CPS.~~Payix.

Selling, general and administrative expenses were ~~$23.3~~$32.2 million for the three months ended March 31, 2022 and $23.4 million for the three months ended March 31, 2021, ~~and $18.2 million for the three months ended March 31, 2020,~~ an increase of ~~$5.1~~$8.8 million or ~~28.0%. This increase was~~37.7%, primarily due to a $6.2 million increase in compensation expenses with general business growth and ~~increases~~a $1.6 million increase in expenses relating to software and technological services.

Depreciation and amortization expenses were $28.6 million for the three months ended March 31, 2022 and $17.8 million for the three months ended March 31, 2021, ~~and $13.9 million for the three months ended March 31, 2020,~~ an increase of ~~$3.9~~$10.8 million or ~~28.8%. The increase was~~60.7%, primarily due to ~~fair value adjustments to intangibles resulting from the Business Combination, as well as additional~~a $9.4 million increase in depreciation and amortization of fixed assets and intangibles from the acquisitions of ~~Ventanex, cPayPlus~~BillingTree, Kontrol and ~~CPS.~~Payix.

Change in the fair value of contingent consideration was ~~$2.6~~$2.9 million for the three months ended March 31, ~~2021,~~2022, which consisted of fair value adjustments related to the contingent consideration for the acquisitions of ~~Ventanex, cPayPlus~~CPS, Kontrol and ~~CPS.~~Payix.

Interest expense was $1.0 million for the three months ended March 31, 2022 and $1.2 million for the three months ended March 31, 2021, ~~and $3.5 million for the three months ended March 31, 2020,~~ a decrease of ~~$2.3~~$0.2 million or ~~66.4%~~16.4%. This decrease was due to a lower average outstanding principal balance under our Amended ~~Credit Agreement as compared to the average outstanding principal balance under the Successor~~ Credit Agreement.

We incurred a loss of $5.9 million on extinguishment of debt for the three months ended March 31, 2021, due to the termination in full of all outstanding Delayed Draw Term Loan commitments under the Successor Credit Agreement.

We incurred a change in the fair value of warrant liabilities of $6.9 million for the three months ended March 31, 2020, which was due to the mark-to-market valuation adjustments related to the increase in the publicly listed trading price of our stock. In July 2020, we completed the redemption of all of our outstanding warrants.

We incurred a ~~loss,~~gain, related to accretion expense and fair value adjustment of the tax receivable liability of ~~$1.0~~$24.6 million for the three months ended March 31, ~~2021~~2022 compared to ~~$0.5~~a $1.0 million gain for the three months ended March 31, ~~2020,~~2021, an increase of ~~$1.5~~$23.6 million. This increase was due to ~~higher~~lower fair value adjustments related to the tax receivable liability, primarily as a result of changes to the discount rate used to determine the fair value of the liability.

We incurred a loss of $9.1 million on the settlement of interest rate swaps for the three months ended March 31, 2021.

The income tax expense was $3.8 million for the three months ended March 31, 2022, reflecting the expected income tax expense on the income generated over the same period. This was a result of the operating income incurred by the Company, primarily driven by the change in fair value of the tax receivable liability and contingent consideration, offset by stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions. The income tax benefit was $5.9 million for the three months ended March 31, 2021, ~~and the income tax benefit was $1.1 million for the three months ended March 31, 2020,~~ which reflected the expected income tax benefit to be received on the net earnings related to the Company’s economic interest in Hawk Parent. This was a result of the operating loss incurred by the Company, primarily driven by stock-based compensation deductions, the amortization of assets acquired in the Business Combination and prior acquisitions, the write-off of deferred debt issuance costs and the loss recognized as part of the settlement of interest rate swaps.

This report includes certain non-GAAP financial measures that management uses to evaluate our operating business, measure our performance and make strategic decisions.

Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash ~~and~~charges and/or non-recurring charges, such as loss on extinguishment of debt, loss on termination of interest rate hedge, ~~non-cash change in fair value of warrant liabilities,~~ non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, employee recruiting costs, other taxes, restructuring and other strategic initiative costs and other non-recurring charges.

Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash ~~and~~charges and/or non-recurring charges, such as loss on extinguishment of debt, loss on termination of interest rate hedge, ~~non-cash change in fair value of warrant liabilities,~~ non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, employee recruiting costs, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although we exclude amortization from acquisition-related intangibles from our non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation.

Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted ~~basis)~~basis assuming conversion of the outstanding Post-Merger Repay Units) for the three ~~and~~months ended March 31, ~~2021~~2022 and ~~2020~~2021 (excluding shares subject to forfeiture).

We believe that Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share 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 measures to analyze our business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in our industry may report measures titled Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per share or similar measures, such non-GAAP financial measures may be calculated differently from how we calculate our non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share alongside other financial performance measures, including net income and our other financial results presented in accordance with GAAP.

The following tables set forth a reconciliation of our results of operations for the three months ended March 31, ~~2021~~2022 and ~~2020.~~2021.

Three Months ended March 31, 2021

(in $ thousands)
2021

2020^(m)

Revenue
$
47,520

$
39,463

Operating expenses

Other costs of services
$
12,475

$
10,771

Selling, general and administrative

23,393

18,166

Depreciation and amortization

17,793

13,904

Change in fair value of contingent consideration

2,649

—

Total operating expenses
$
56,310

$
42,841

Income (loss) from operations
$
(8,790
)

$
(3,379
)
Interest expenses

(1,183
)

(3,518
)
Loss on extinguishment of debt

(5,941
)

—

Change in fair value of warrant liabilities

—

(6,898
)
Change in fair value of tax receivable liability

1,043

(542
)
Other income

28

39

Other loss

(9,080
)

—

Total other (expenses) income

(15,133
)

(10,919
)
Income (loss) before income tax expense

(23,923
)

(14,298
)
Income tax benefit

5,942

1,116

Net income (loss)
$
(17,981
)

$
(13,182
)

Add:

Interest expense

1,183

3,518

Depreciation and amortization^(a)

17,793

13,904

Income tax (benefit)

(5,942
)

(1,116
)
EBITDA
$
(4,947
)

$
3,124

Loss on extinguishment of debt^(b)

5,941

—

Loss on termination of interest rate hedge^(c)

9,080

—

Non-cash change in fair value of warrant liabilities^(d)

—

6,898

Non-cash change in fair value of contingent consideration^(e)

2,649

—

Non-cash change in fair value of assets and liabilities^(f)

(1,043
)

542

Share-based compensation expense^(g)

5,151

3,523

Transaction expenses^(h)

2,340

2,869

Employee recruiting costs⁽ⁱ⁾

136

—

Other taxes^(j)

139

186

Restructuring and other strategic initiative costs^(k)

628

78

Other non-recurring charges^(l)

386

130

Adjusted EBITDA
$
20,460

$
17,350

	Three Months ended March 31,
(in $ thousands)	2022			2021
Revenue	$	67,564		$	47,520
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)	$	16,565		$	12,475
Selling, general and administrative		32,218			23,393
Depreciation and amortization		28,589			17,793
Change in fair value of contingent consideration		(2,900	)		2,649
Total operating expenses	$	74,472		$	56,310
Loss from operations	$	(6,908	)	$	(8,790	)
Interest expense		(989	)		(1,183	)
Loss on extinguishment of debt		—			(5,941	)
Change in fair value of tax receivable liability		24,619			1,043
Other income		6			28
Other loss		—			(9,080	)
Total other income (expense)		23,636			(15,133	)
Income (loss) before income tax (expense) benefit		16,728			(23,923	)
Income tax (expense) benefit		(3,843	)		5,942
Net income (loss)	$	12,885		$	(17,981	)

Add:
Interest expense		989			1,183
Depreciation and amortization ^(a)		28,589			17,793
Income tax expense (benefit)		3,843			(5,942	)
EBITDA	$	46,306		$	(4,947	)

Loss on extinguishment of debt ^(b)		—			5,941
Loss on termination of interest rate hedge ^(c)		—			9,080
Non-cash change in fair value of contingent consideration ^(d)		(2,900	)		2,649
Non-cash change in fair value of assets and liabilities ^(e)		(24,619	)		(1,043	)
Share-based compensation expense ^(f)		3,357			5,151
Transaction expenses ^(g)		4,930			2,340
Employee recruiting costs ^(h)		200			136
Other taxes ⁽ⁱ⁾		149			139
Restructuring and other strategic initiative costs ^(j)		1,246			628
Other non-recurring charges ^(k)		658			386
Adjusted EBITDA	$	29,327		$	20,460

Three Months ended March 31, 2021

(in $ thousands)
2021

2020^(m)

Revenue
$
47,520

$
39,463

Operating expenses

Other costs of services
$
12,475

$
10,771

Selling, general and administrative

23,393

18,166

Depreciation and amortization

17,793

13,904

Change in fair value of contingent consideration

2,649

—

Total operating expenses
$
56,310

$
42,842

Income (loss) from operations
$
(8,790
)

$
(3,379
)

Interest expenses

(1,183
)

(3,518
)

Loss on extinguishment of debt

(5,941
)

—

Change in fair value of warrant liabilities

—

(6,898
)

Change in fair value of tax receivable liability

1,043

(542
)

Other income

28

39

Other loss

(9,080
)

—

Total other (expenses) income

(15,133
)

(10,919
)

Income (loss) before income tax expense

(23,923
)

(14,298
)

Income tax benefit

5,942

1,116

Net income (loss)
$
(17,981
)

$
(13,182
)

Add:

Amortization of Acquisition-Related Intangibles⁽ⁿ⁾

16,039

13,203

Loss on extinguishment of debt^(b)

5,941

—

Loss on termination of interest rate hedge^(c)

9,080

—

Non-cash change in fair value of warrant liabilities^(d)

—

6,898

Non-cash change in fair value of contingent consideration^(e)

2,649

—

Non-cash change in fair value of assets and liabilities^(f)

(1,043
)

542

Share-based compensation expense^(g)

5,151

3,523

Transaction expenses^(h)

2,340

2,869

Employee recruiting costs⁽ⁱ⁾

136

—

Restructuring and other strategic initiative costs^(k)

628

78

Other non-recurring charges^(l)

386

130

Non-cash interest expense^(o)

536

—

Pro forma taxes at effective rate^(p)

(8,722
)

(1,697
)

Adjusted Net Income
$
15,140

$
12,364

Shares of Class A common stock outstanding (on an as-converted basis)⁽^q)

84,578,585

67,130,452

Adjusted Net income per share
$
0.18

$
0.18

	Three Months ended March 31,
(in $ thousands)	2022			2021
Revenue	$	67,564		$	47,520
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)	$	16,565		$	12,475
Selling, general and administrative		32,218			23,393
Depreciation and amortization		28,589			17,793
Change in fair value of contingent consideration		(2,900	)		2,649
Total operating expenses		74,472		$	56,310
Loss from operations	$	(6,908	)	$	(8,790	)
Interest expense		(989	)		(1,183	)
Loss on extinguishment of debt		—			(5,941	)
Change in fair value of tax receivable liability		24,619			1,043
Other income		6			28
Other loss		—			(9,080	)
Total other income (expense)		23,636			(15,133	)
Income (loss) before income tax (expense) benefit		16,728			(23,923	)
Income tax (expense) benefit		(3,843	)		5,942
Net income (loss)	$	12,885		$	(17,981	)

Add:
Amortization of Acquisition-Related Intangibles^(l)		23,136			16,039
Loss on extinguishment of debt ^(b)		—			5,941
Loss on termination of interest rate hedge ^(c)		—			9,080
Non-cash change in fair value of contingent consideration ^(d)		(2,900	)		2,649
Non-cash change in fair value of assets and liabilities ^(e)		(24,619	)		(1,043	)
Share-based compensation expense ^(f)		3,357			5,151
Transaction expenses ^(g)		4,930			2,340
Employee recruiting costs ^(h)		200			136
Restructuring and other strategic initiative costs ^(j)		1,246			628
Other non-recurring charges ^(k)		658			386
Non-cash interest expense ^(m)		703			536
Pro forma taxes at effective rate ⁽ⁿ⁾		(1,194	)		(8,722	)
Adjusted Net Income	$	18,402		$	15,140

Shares of Class A common stock outstanding (on an as-converted basis) ^(o)		96,534,231			84,578,585
Adjusted Net income per share	$	0.19		$	0.18

	Three months ended March 31,				Three Months ended March 31,
(in $ thousands)	2021		2020		2022		2021
Acquisition-related intangibles	$	16,039	$	13,203	$	23,136	$	16,039
Software		1,465		462		4,946		1,465
Amortization	$	17,504	$	13,665	$	28,082	$	17,504
Depreciation		289		239		507		289
Total Depreciation and amortization¹	$	17,793	$	13,904	$	28,589	$	17,793

Adjusted EBITDA for the three months ended March 31, 2022 and 2021 ~~and 2020~~ was ~~$20.5~~$29.3 million and ~~$17.4~~$20.5 million, respectively, representing a ~~17.9%~~43.3% year-over-year increase. Adjusted Net Income for the three months ended March 31, 2022 and 2021 ~~and 2020~~ was ~~$15.1~~$18.4 million and ~~$12.4~~$15.1 million, respectively, representing ~~an 22.4%~~a 21.6% year-over-year ~~decrease.~~increase. Our net ~~loss~~income (loss) attributable to the Company for the three months ended March 31, 2022 and 2021 ~~and 2020~~ was ~~$15.8~~$13.7 million and ~~$10.3~~($15.8) million, respectively, representing a ~~52.9%~~186.4% year-over-year increase.

These increases in Adjusted EBITDA, Adjusted Net Income, and net income (loss) attributable to the Company for the three months ended March 31, ~~2021~~2022 are primarily due to the ~~loss on extinguishment~~organic growth of ~~debt and loss on termination of interest rate hedge.~~our business, along with contributions from acquisitions.

We have experienced in the past, and may continue to experience, seasonal fluctuations in our volumes and revenues as a result of consumer spending patterns. Volumes and revenues, per each ~~customer~~client store, during the first quarter of the calendar year tend to increase in comparison to the remaining three quarters of the calendar year. This increase is due to consumers’ receipt of tax refunds and the increases in repayment activity levels that follow. Operating expenses show less seasonal fluctuation, with the result that net income is subject to the similar seasonal factors as our volumes and revenues.

We have historically financed our operations and working capital through net cash from operating activities. As of March 31, ~~2021,~~2022, we had ~~$390.9~~$65.3 million of cash and cash equivalents and available borrowing capacity of ~~$125.0~~$165.0 million under the Amended Credit Agreement. This balance does not include restricted cash, which reflects cash accounts holding reserves for potential losses and ~~customer~~client settlement funds of ~~$19.5~~$15.5 million at March 31, ~~2021.~~2022. Our primary cash needs are to fund working capital requirements, invest in technology development, fund acquisitions and related contingent consideration, make scheduled principal payments and interest payments on our outstanding indebtedness and pay tax distributions to members of Hawk Parent. We expect that our cash flow from operations, current cash and cash equivalents and available borrowing capacity under the Amended Credit Agreement will be sufficient to fund our operations and planned capital expenditures and to service our debt obligations for the next twelve months.

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. 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 I, Item 1A ~~"Risk~~“Risk Factors - Risks Related to Our Class A Common ~~Stock"~~Stock” in our Annual Report on Form 10-K ~~as amended.~~for the year ended December 31, 2021.

The following table ~~present~~presents a summary of cash flows from operating, investing and financing activities for the periods indicated:

	Three Months ended March 31,						Three Months ended March 31,
(in $ thousands)	2021			2020			2022			2021
Net cash provided by operating activities	$	4,769		$	8,571		$	13,754		$	4,769
Net cash used in investing activities		(5,206	)		(38,297	)		(7,566	)		(5,206	)
Net cash provided by (used in) financing activities		304,379			36,216
Net cash (used in) provided by financing activities								(1,698	)		304,379

Net cash provided by operating activities was $13.8 million and $4.8 million for the three months ended March 31, ~~2021.~~

~~Net cash provided by operating activities was $8.6 million in the three months ended March 31, 2020.~~

~~Cash provided by operating activities for the three months ended March 31,~~2022 and 2021, ~~and 2020,~~respectively, reflects net income as adjusted for non-cash operating items including depreciation and amortization, share-based compensation, and changes in working capital accounts.

Net cash used in investing activities was $7.6 million and $5.2 million for the three months ended March 31, 2022 and 2021, respectively, due to the ~~capitalization of software development activities.~~

~~Net cash used in investing activities was $38.3 million in the three months ended March 31, 2020, due to the acquisition of Ventanex, and~~ capitalization of software development activities.

Net cash used in financing activities was $1.7 million for the three months ended March 31, 2022, due to the shares repurchased under Equity Plan.

Net cash provided by financing activities was $304.4 million for the three months ended March 31, 2021, due to proceeds from the issuance of new shares in the ~~Equity Offerings,~~January 2021 equity offering and ~~proceeds from~~ the 2026 Notes, offset by repayment of the outstanding revolver balance related to the Successor Credit Agreement ~~in connection with its amendment and the acquisition of Ventanex,~~ and repayments of the term loan ~~principal balance under the Successor Credit Agreement.~~

Net cash provided by financing activities was $36.2 million in the three months ended March 31, 2020, due to new borrowings related to the acquisition of Ventanex under the Successor Credit Agreement, as well as funds received related to the exercise of warrants, offset by repayment of the outstanding revolver balance related to the Successor Credit Agreement in connection with its amendment and the acquisition of Ventanex, and repayments of the Term Loan principal balance under the Successor Credit Agreement.

In connection with the Business Combination, on July 11, 2019, TB Acquisition Merger Sub LLC, Hawk Parent and certain subsidiaries of Hawk Parent, as guarantors, entered into a Revolving Credit and Term Loan Agreement (as amended, the “Successor Credit Agreement”) with certain financial institutions, as lenders, and Truist Bank (formerly SunTrust Bank), as the administrative agent.

On February 10, 2020, we announced the acquisition of Ventanex. The closing of the acquisition was financed partially from new borrowings under our existing credit facility. As part of the financing for the transaction, we entered into an agreement with Truist Bank and other members of its existing bank group to amend and upsize the Successor Credit Agreement.

On January 20, 2021, we used a portion of the proceeds from the 2026 Notes to prepay in full the entire amount of the outstanding term loans under the Successor Credit Agreement. We also terminated in full all outstanding delayed draw term loan commitments under such credit facilities.

On February 3, 2021, the Company announced the closing of a new undrawn ~~$125~~$125.0 million senior secured revolving credit facility through Truist Bank. The Amended Credit Agreement replaced the Successor Credit Agreement, which included an undrawn ~~$30~~$30.0 million revolving credit facility. ~~We currently expect that~~

On December 29, 2021, we ~~will remain in compliance with the restrictive financial covenants of~~increased our 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, prospectively.~~Agreement.

As of March 31, ~~2021,~~2022, the Amended Credit Agreement provides for a revolving credit facility of ~~$125.0~~$185.0 million. As of March 31, ~~2021,~~2022, we had ~~$0.0~~$20.0 million drawn against the revolving credit ~~facility.~~facility at a variable interest rate of 2.25% plus 1-month LIBOR due 2026. We paid ~~$97,222~~$0.2 million and ~~$42,361~~$0.1 million in fees related to unused commitments for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

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. $40.0 million in aggregate principal amount of such 2026 Notes were sold in the Notes Offering in connection with the full exercise of the initial purchasers’ option to purchase such additional 2026 Notes pursuant to the purchase agreement. Upon conversion, 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. The 2026 Notes will mature on February 1, 2026, unless earlier converted, repurchased or redeemed.

As of March 31, ~~2021,~~2022, we had convertible senior debt outstanding of ~~$427.3~~$431.5 million, net of deferred issuance costs, under the 2026 Notes, and werevolving credit facility debt outstanding of $17.7 million, net of deferred issuance costs, under the Amended Credit Agreement. We were in compliance with the related restrictive financial covenants. Additionally, we currently expect that we will remain in compliance with the restrictive financial covenants ofunder the 2026 Notes and the Amended Credit Agreement, prospectively.

Upon the completion of the Business Combination, we entered into the Tax Receivable Agreement (the “TRA”) with holders of limited liability company interests of Hawk Parent (the “Post-Merger Repay Units”). As a result of the TRA, we established a liability in our consolidated financial statements. Such liability, which will increase upon the redemptions or exchanges of Post-Merger Repay Units for the Class A common stock of the Company, generally represents 100% of the estimated future tax benefit, if any, relating to the increase in tax basis that will result from redemptions or exchanges of the Post-Merger Repay Units for shares of Class A common stock pursuant to the Exchange Agreement and certain other tax attributes of the Company and tax benefits of entering into the TRA, including tax benefits attributable to payments under the TRA.

Under the terms of the TRA, we may elect to terminate the TRA early but will be required to make an immediate payment equal to the present value of the anticipated future cash tax savings. As a result, the associated liability reported on our consolidated financial statements may be increased. We expect that the payment obligations of the Company required under the TRA will be substantial. 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 the Class A common stock of the Company 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 TRA relates. However, the payments required to be made could be in excess of the actual tax benefits that we realize and there can be no assurance that we will be able to finance our obligations under the TRA.

There have been no significant changes to our critical accounting policies for the three months ended March 31, 2022. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the ~~fiscal~~ year ended December 31, ~~2020, as amended,~~2021, for a complete discussion of critical accounting policies.

For information related to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies, to our Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

~~We did not have any material off-balance sheet arrangements as of March 31, 2021 or December 31, 2020.~~

While inflation may impact our revenues and cost of services, we believe the effects of inflation, if any, on our results of operations and financial condition have not been significant. However, there can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future.

Interest rates are highly sensitive to many factors, including U.S. fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control. Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. We

are exposed to market risk from changes in interest rates on debt, which bears interest at variable rates. Our debt has floating interest rates. We are exposed to changes in the level of interest rates and to changes in the relationship or spread between interest rates for its floating rate debt. Our floating rate debt requires payments based on variable interest rates such as the federal funds rate, prime rate, eurocurrency rate, and LIBOR. Therefore, increases in interest rates may reduce our net income or loss by increasing the cost of debt. As of March 31, 2022, we had convertible senior debt of $431.5 million, net of deferred issuance costs, and revolving credit facility borrowings of $17.7 million, net of deferred issuance costs, outstanding under the respective debt agreements. As of December 31, 2021, we had convertible senior debt of ~~$427.3~~$429.3 million, net of deferred issuance costs, and ~~revolver~~revolving credit facility borrowings of ~~$0.0~~$19.2 million, ~~outstanding~~net of deferred issuance costs, outstanding. The borrowings under the respective credit agreements. As of December 31, 2020, we had term loan borrowings of $256.7 million, and revolver borrowings of $0.0 million outstanding under the respective credit agreements. The borrowingsAmended Credit Agreement 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 LIBOR 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 respective agreements governing the Amended Credit Agreement.

In October 2019, we entered into a $140.0 million notional interest rate swap agreement, and in February 2020, we entered into a $30.0 million notional interest rate swap agreement, then a revised notional amount of $65.0 million beginning on September 30, 2020. These interest rate swaps effectively converted $205.0 million of the outstanding term loan into to fixed rate payments for 57 months and 60 months, respectively. A 1.0% increase or decrease in the interest rate applicable to borrowings under the Successor Credit Agreement during the year ended December 31, 2020 would have increased or decreased cash interest expense on our indebtedness by approximately $1.0 million per annum and $1.0 million per annum, respectively. ~~As of March 31, 2021, both~~Both interest rate swaps were ~~settled.~~settled in January 2021.

We may incur additional borrowings from time to time for general corporate purposes, including working capital and capital expenditures.

In July 2017, the U.K. Financial Conduct Authority announced its intention to phase out LIBOR rates by the end of 2021. The deadline has been mostly extended and most U.S. dollar-denominated LIBOR maturity tenors will continue to be published until June 30, 2023. It is not possible to predict the effect of any changes in the methods by which the LIBOR is determined, or any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere. Such developments may cause LIBOR to perform differently than in the past, including sudden or prolonged increases or decreases in LIBOR, or cease to exist, resulting in the application of a successor base rate under the Amended Credit Agreement, which in turn could have unpredictable effects on our interest payment obligations under the Amended Credit Agreement.

Invoices for our services are denominated in U.S. dollars and Canadian dollars. We do not expect our future operating results to be significantly affected by foreign currency transaction risk.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this Quarterly Report on Form 10-Q, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, ~~2021,~~2022, our disclosure controls and procedures were ~~not~~ effective ~~due solely~~ to ensure that the ~~material weakness~~information required to be disclosed by us in ~~our internal control over financial reporting related to~~reports that we file or submit under the ~~restatement described below. Notwithstanding this material weakness, management has concluded that our financial statements included~~Exchange Act is recorded, processed, summarized and reported within the time periods specified in ~~this Quarterly Report on Form 10-Q are fairly stated in all material respects in accordance with GAAP for each of~~ the ~~periods presented therein.~~SEC’s rules and forms.

Our internal control over financial reporting, specifically the review controls over the evaluation of complex, non-routine transactions, were insufficient to detect the proper accounting and reporting for the public warrants and private placement warrants previously issued by Thunder Bridge (collectively, the “Warrants”), which were outstanding and recorded on our consolidated financial statements at the time of the Business Combination. Management identified this error when the Securities and Exchange Commission issued a statement (the “Statement”) on the accounting and reporting considerations for warrants issued by special purpose acquisition companies on April 12, 2021. The Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to the Warrants. This control deficiency resulted in the Company having to restate certain of our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2020 and the quarterly periods included therein, and if not remediated, could result in a material misstatement to future annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, management has determined that this control deficiency constitutes a material weakness. Since the restatement, management has implemented remediation steps to address that material weakness and to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals. We can offer no assurance that these initiatives will ultimately have the intended effects.

~~Other than the remediation efforts relating to the material weakness described above.~~ There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended March 31, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

From time to time we are named as a defendant in legal actions arising from our normal business activities. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, we do not believe any currently pending legal proceeding to which we are a party will have a material adverse effect on our business, prospects, financial condition, cash flows or results of operations.

There have been no material changes with respect to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020, as amended.~~2021.

In connection with the vesting of restricted stock awards, shares of Class A common stock are delivered to the Company by employees to satisfy tax withholding obligations. The following table summarizes such purchases of Class A common stock for the three months ended March 31, ~~2021:~~2022:

The exhibits listed in the following exhibit index are furnished as part of this report.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Delaware	98-1496050
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3 West Paces Ferry Road, Suite 200 Atlanta, GA	30305
(Address of principal executive offices)	(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		RPAY		The NASDAQ Stock Market LLC


		Page

	PART I – FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2624

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3635

Item 4.	Controls and Procedures	3736

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	3837

Item 1A.	Risk Factors	3837

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3837

Item 3.	Defaults Upon Senior Securities	3937

Item 4.	Mine Safety Disclosures	3937

Item 5.	Other Information	3937

Item 6.	Exhibits	3938

	Signatures	4139

	Three Months Ended March 31,
	2021			2020 (As Restated)
Net loss	$	(17,981,173	)	$	(13,182,538	)
Other comprehensive loss, before tax
Change in fair value of designated cash flow hedges		—			(9,854,764	)
Total other comprehensive loss, before tax		—			(9,854,764	)
Income tax related to items of other comprehensive income:
Tax benefit on change in fair value of designated cash flow hedges		—			1,314,843
Total income tax benefit on related to items of other comprehensive income		—			1,314,843
Total other comprehensive loss, net of tax		—			(8,539,921	)
Total comprehensive loss	$	(17,981,173	)	$	(21,722,459	)
Less: Comprehensive loss attributable to non-controlling interests		(2,187,272	)		(7,064,061	)
Comprehensive loss attributable to the Company	$	(15,793,901	)	$	(14,658,398	)

	Three Months Ended March 31,
	2022			2021
Net income (loss)	$	12,886,375		$	(17,981,173	)
Other comprehensive income, before tax
Reclassification of net unrealized loss on cash flow hedges to other loss		—			9,317,244
Total other comprehensive income, before tax		—			9,317,244
Income tax related to items of other comprehensive income:
Tax expense on reclassification of net unrealized loss on cash flow hedges to other loss		—			(1,672,743	)
Total income tax expense on related to items of other comprehensive income		—			(1,672,743	)
Total other comprehensive income, net of tax		—			7,644,501
Total comprehensive income (loss)	$	12,886,375		$	(10,336,672	)
Less: Comprehensive loss attributable to non-controlling interests		(767,169	)		(979,534	)
Comprehensive income (loss) attributable to the Company	$	13,653,544		$	(9,357,138	)

	As of December 31, 2020									As of March 31, 2020 (Unaudited)
	As Reported			Adjustments			As Restated			As Reported			Adjustments			As Restated
Consolidated Balance Sheets
Warrant liabilities	$	—		$	—		$	—		$	—		$	45,543,718		$	45,543,718
Total noncurrent liabilities		488,360,392			—			488,360,392			311,648,710			45,543,718			357,192,428
Total liabilities		553,796,069			—			553,796,069			378,395,096			45,543,718			423,938,814
Additional paid-in capital		604,391,167			87,283,905			691,675,072			314,971,234			(22,188,932	)		292,782,302
Accumulated deficit		(88,647,808	)		(87,283,905	)		(175,931,713	)		(57,310,504	)		(23,354,786	)		(80,665,290	)
Total stockholders' equity		509,313,721			—			509,313,721			252,334,809			(45,543,718	)		206,791,091

Post-Merger Repay Units exchangeable for Class A common stock	7,959,160	29,505,623
Earnout Post-Merger Repay Units exchangeable for Class A common stock	—	—
Dilutive warrants exercisable for Class A common stock	—	1,925,108
Unvested restricted share awards of Class A common stock	2,939,545	2,905,053
2026 Notes convertible for Class A common stock	13,095,238	—
Share equivalents excluded from earnings (loss) per share	23,993,943	34,335,784

Cash consideration	$	7,439,373
Contingent consideration ⁽¹⁾		500,000
Total purchase price	$	7,939,373

Accounts receivable	$	67,510
Prepaid expenses and other current assets		5,572
Total current assets		73,082
Identifiable intangible assets		6,940,000
Total identifiable assets acquired		7,013,082
Accounts payable		(664,932	)
Net identifiable assets acquired		6,348,150
Goodwill		1,591,223
Total purchase price	$	7,939,373

Cash consideration	$	83,886,556
Contingent consideration ⁽¹⁾		4,500,000
Total purchase price	$	88,386,556

	CPS			MPI
Cash and cash equivalents	$	1,667,066		$	2,097,921
Accounts receivable		2,810,158			5,556,958
Prepaid expenses and other current assets		2,615,615			934,751
Total current assets		7,092,839			8,589,630
Property, plant and equipment, net		19,391			2,995
Restricted cash		407			35,318
Identifiable intangible assets		30,830,000			7,110,000
Total identifiable assets acquired		37,942,637			15,737,943
Accounts payable		(2,004,371	)		(4,495,599	)
Accrued expenses		(2,143,680	)		—
Net identifiable assets acquired		33,794,586			11,242,344
Goodwill		40,747,939			2,601,687
Total purchase price	$	74,542,525		$	13,844,031

	Three Months Ended March 31, 2021			Pro Forma Three Months Ended March 31, 2020
Revenue	$	47,520,496		$	43,785,775
Net loss		(17,981,173	)		(13,116,365	)
Net loss attributable to non-controlling interests		(2,187,272	)		(2,824,118	)
Net loss attributable to the Company		(15,793,901	)		(10,292,246	)

Loss per Class A share - basic and diluted	$	(0.21	)	$	(0.27	)

	Pro Forma Three Months Ended March 31,
	2022			2021
Revenue	$	67,564,055		$	63,679,085
Net income (loss)		12,886,375			(15,610,922	)
Net loss attributable to non-controlling interests		(767,169	)		(1,970,560	)
Net income (loss) attributable to the Company		13,653,544			(13,640,362	)

Income (loss) per Class A share - basic	$	0.15		$	(0.18	)
Income (loss) per Class A share - diluted	$	0.12		$	(0.18	)

	March 31, 2020		December 31, 2020
Non-current indebtedness:
Term Loan	$	—	$	262,653,996
Revolving Credit Facility		—		—
Convertible Senior Debt		440,000,000		—
Total borrowings under credit facility and convertible senior debt⁽¹⁾		440,000,000		262,653,996
Less: Current maturities of long-term debt ⁽²⁾		—		6,760,650
Less: Long-term loan debt issuance cost ⁽³⁾		12,712,081		5,940,600
Total non-current borrowings	$	427,287,919	$	249,952,746

	Three Months Ended March 31,
($ in millions)	2022		2021
Share-based compensation expense	$	3.1	$	5.2
Income tax benefit		1.2		1.6

	Total Number of Shares Purchased ⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May yet be Purchased Under the Plans or Programs
January 1-31, 2021		5,269	$	11.98		-	$	-
February 1-28, 2021		4,978		11.98		-		-
March 1-31, 2021		62,170		16.77		-		-
Total		72,417	$	16.09		-	$	-


Exhibit
Number		Exhibit Description


2.1		Agreement and Plan of Merger, dated as of May 7, 2021, by and among BT Intermediate, LLC, Repay Holdings Corporation, Beckham Acquisition LLC, Beckham Merger Sub LLC and BillingTree Parent, L.P. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on May 10, 2021).
3.1		Certificate of Corporate Domestication of Repay Holdings Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on July 17, ~~2019.~~2019).

3.2		Certificate of Incorporation of Repay Holdings Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on July 17, 2019).

3.3		By-Laws of Repay Holdings Corporation (incorporated by reference to Exhibit 3.3 to the Company’s Form 8-K filed on July 17, 2019).

~~4.1~~10.1		~~Indenture,~~Second Amendment to Employment Agreement, dated ~~as of January 19, 2021~~March 1, 2022, between Repay ~~Holdings Corporation~~Management Services LLC (as assignee of M & A Ventures, LLC) and ~~U.S. Bank National Association~~John Morris (incorporated by reference to Exhibit ~~4.1 of~~10.1 to the Company’s Form 8-K ~~(File No. 001-38531),~~ filed ~~with the SEC~~ on ~~January 19, 2021)~~March 1, 2022).

~~10.1†~~10.2*		~~Amended and Restated Revolving Credit~~Employment Agreement, dated ~~February 3,~~April 1, 2020, between Repay Management Services LLC and Jacob H. Moore.

10.3*		First Amendment to Employment Agreement, dated March 1, 2021, bybetween Repay Management Services LLC and among Repay Holdings Corporation, Hawk Parent Holdings LLC, Truist Bank, as Administrative Agent, and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on February 5, 2021).Jacob H. Moore.

31.1*		Certification of Principal Executive Officer of Repay Holdings Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2*		Certification of Principal Financial Officer of Repay Holdings Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer of Repay Holdings Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer of Repay Holdings Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following financial statements from the Company’s Form 10‑Q for the quarter ended March 31, ~~2021,~~2022, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Changes In Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Unaudited Consolidated Financial Statements.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


		REPAY HOLDINGS CORPORATION
		(Registrant)

Date: May 10, ~~2021~~2022	By:	/s/ John Morris
		John Morris
		Chief Executive Officer (Principal Executive Officer)

Date: May 10, ~~2021~~2022	By:	/s/ Timothy J. Murphy
		Timothy J. Murphy
		Chief Financial Officer
		(Principal Financial Officer)

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