Organizational Structure and Corporate Information | 1. Organizational Structure and Corporate Information 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. Restatement of previously issued financial statements 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 3 1 , 2020 to restate the following non-cash items: 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 For the three months ended March 31, 2020 As Reported Adjustments As Restated Unaudited Consolidated Statements of Operations Change in fair value of warrant liabilities $ — $ (6,898,095 ) $ (6,898,095 ) Total other (expense) income (4,020,700 ) (6,898,095 ) (10,918,795 ) (Loss) income before income tax expense (7,400,035 ) (6,898,095 ) (14,298,130 ) Net (loss) income (6,284,443 ) (6,898,095 ) (13,182,538 ) Net (loss) income attributable to the Company (3,432,044 ) (6,898,095 ) (10,330,139 ) Loss per Class A share: Basic and diluted $ (0.09 ) $ (0.27 ) For the three months ended March 31, 2020 As Reported Adjustments As Restated Unaudited Consolidated Statements of Cash Flows Net loss $ (6,284,443 ) $ (6,898,095 ) $ (13,182,538 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities 14,855,588 6,898,095 21,753,683 Net cash provided by operating activities 8,571,145 — 8,571,145 Net cash used in investing activities (38,296,792 ) — (38,296,792 ) Net cash provided by financing activities 36,215,853 — 36,215,853 The restatement had no impact on the Company’s liquidity or cash position. |