REPAY Reports Second Quarter 2019 Financial Results and Increases Outlook for Full Year 2019

ATLANTA–(BUSINESS WIRE)–Aug. 14, 2019– Repay Holdings Corporation (NASDAQ:RPAY), a leading provider of vertically-integrated payment solutions, today reported financial results for its second quarter of 2019.

“We are pleased with our results in the second quarter, which included year-over-year organic growth in card payment volume and gross profit of 27% and 33%, respectively.In addition, we expanded our integrated payment processing services into Canada, which was a strategic next step for the Company,” said John Morris, CEO of REPAY. “We have an excellent opportunity to modernize the large, fast growing and underserved verticals we currently address by delivering high quality payment technology.”

“We are thrilled to have completed our business combination with Thunder Bridge last month and secured a new credit facility, which provides us liquidity for growth, including future market expansions as well as strategic M&A, including the acquisition of TriSource Solutions, which we announced today,” continued Morris. “In addition, we are excited to work with our new Board and benefit from their deep experience in the payments space. We look forward to their guidance and support as we position our business for continued growth.”

Three Months Ended June 30, 2019 Highlights

  • Card payment volume was $2.2 billion, an increase of 27% over the second quarter of 2018
  • Total revenue was $36.2 million, an increase of 17% over the second quarter of 2018
  • Gross profit was $17.1 million, an increase of 33% over the second quarter of 2018
  • Net income was $4.2 million, a decrease of 7% over the second quarter of 2018
  • Adjusted EBITDA was $10.4 million, an increase of 24% over the second quarter of 2018
  • Adjusted Net Income was $7.8 million, an increase of 23% over the second quarter of 2018

Six Months Ended June 30, 2019 Highlights

  • Card payment volume was $4.7 billion, an increase of 30% over the first half of 2018
  • Total revenue was $75.5 million, an increase of 18% over the first half of 2018
  • Gross profit was $35.0 million, an increase of 32% over the first half of 2018
  • Net income was $9.0 million, an increase of 93% over the first half of 2018
  • Adjusted EBITDA was $21.8 million, an increase of 22% over the first half of 2018
  • Adjusted Net Income was $16.7 million, an increase of 22% over the first half of 2018

The financial information for the three and six months ended June 30, 2019 and the three and six months ended June 30, 2018 included in this press release reflects, and is based upon, information of REPAY prior to giving effect to the business combination with Thunder Bridge Acquisition Ltd. completed on July 11, 2019 (as further discussed below).

Adjusted EBITDA is a non-GAAP financial measure that represents net income adjusted for interest expense, depreciation and amortization and certain other non-cash charges and non-recurring items. Adjusted Net Income is a non-GAAP financial measure that represents net income adjusted for amortization of acquisition-related intangibles and certain other non-cash charges and non-recurring items. See “Non-GAAP Financial Measures” and the reconciliations of Adjusted EBITDA and Adjusted Net Income to their most comparable GAAP measure provided below. Gross profit represents total revenue less interchange and network fees as well as other costs of services.

Subsequent Events

On July 11, 2019, Repay Holdings, LLC, together with its parent, Hawk Parent Holdings, LLC (together, “Hawk Parent”), and Thunder Bridge Acquisition, Ltd. (“Thunder Bridge”), a special purpose acquisition company, announced that they completed their previously announced business combination under which Thunder Bridge acquired Hawk Parent for approximately $580.7 million in total consideration. Upon completion of the business combination, Thunder Bridge changed its name to Repay Holdings Corporation, and its Class A common stock began trading on the Nasdaq Stock Market under the ticker symbol “RPAY” on July 12, 2019.

On August 14, 2019 the Company announced the acquisition of TriSource Solutions for up to $65 million, which included a performance based earnout. The acquisition was financed with a combination of cash on hand and proceeds from borrowings under REPAY’s existing credit facility.

2019 Outlook

The addition of TriSource Solutions is expected to contribute between $8.0 million and $10.0 million in total revenue and between $2.25 million and $2.75 million in Adjusted EBITDA to the remainder of 2019.

REPAY now expects the following financial results for full year 2019, which reflects expected contributions from TriSource:

 Full Year 2019 Outlook
 Previous GuidanceUpdated Guidance
Card Payment Volume$9.2 billion$9.6 – 9.75 billion
Total Revenue$159.2 million$157.0 – 162.0 million
Gross Profit$71.6 million$74.0 – 76.0 million
Adjusted EBITDA$44.0 million$45.3 – 46.8 million

Revenue information for the full year 2019 outlook is presented in accordance with Accounting Standards Codification (“ASC”) 605. REPAY expects to adopt a new standard, ASC 606, when financial results for the full year ended December 31, 2019 are reported. In addition, REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures such as forecasted 2019 Adjusted EBITDA to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading.

Conference Call

REPAY will host a conference call to discuss second quarter 2019 financial results today at 5:00 pm ET. Hosting the call will be John Morris, CEO, and Tim Murphy, CFO. The conference call can be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available one hour after the call and can be accessed by dialing 844-512-2921 or (412) 317-6671 for international callers; the conference ID is 13692995. The call will be webcast live from REPAY’s investor relations website and the replay will be available at https://investors.repay.com/investor-relations.

Non-GAAP Financial Measures

This communication includes certain non-GAAP financial measures that REPAY’s management uses to evaluate its operating business, measure its performance and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, depreciation and amortization, as adjusted to add back certain non-cash and non-recurring charges, such as loss on extinguishment of debt, non-cash change in fair value of contingent consideration, share-based compensation charges, transaction expenses, management fees, legacy commission related charges, employee recruiting costs, loss on disposition of property and equipment, other taxes, strategic initiative related costs and other non-recurring charges. Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain non-cash and non-recurring charges, such as loss on extinguishment of debt, non-cash change in fair value of contingent consideration, transaction expenses, share-based compensation expense, management fees, legacy commission related charges, employee recruiting costs, loss on disposition of property and equipment, strategic initiative related costs and other non-recurring charges. 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. REPAY believes that Adjusted EBITDA and Adjusted Net Income provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, Adjusted EBITDA and Adjusted Net Income are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s 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 REPAY’s industry may report measures titled Adjusted EBITDA, Adjusted Net Income or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider Adjusted EBITDA and Adjusted Net Income alongside other financial performance measures, including net income and REPAY’s other financial results presented in accordance with GAAP.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “guidance,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding REPAY’s industry and market sizes, future opportunities for REPAY and REPAY’s estimated future results, including the full year 2019 outlook. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in prior reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: a delay or failure to realize the expected benefits from the business combination; a delay or failure to integrate and realize the benefits of the TriSource acquisition and any difficulties associated with operating in the back-end processing markets in which REPAY does not have any experience; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to develop and maintain effective internal controls.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for lenders, while enhancing the overall experience for consumers.

The financial updates included in this press release for the historical periods indicated below reflect, and are based upon, the information of REPAY prior to giving effect to the business combination with Thunder Bridge Acquisition Ltd.


View source version on businesswire.com: https://www.businesswire.com/news/home/20190814005701/en/

Source: Repay Holdings Corporation

Investor Relations Contact for REPAY: 
repayIR@icrinc.com

Media Relations Contact for REPAY: 
Kristen Hoyman 
khoyman@repay.com

REPAY Announces the Acquisition of TriSource Solutions

ATLANTA–(BUSINESS WIRE)–Aug. 14, 2019– Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY”) (“the Company”), a leading provider of vertically-integrated payment solutions, today announced the acquisition of TriSource Solutions (“TriSource”), for up to $65 million, which includes a performance based earn out. The acquisition was financed with a combination of cash on hand and proceeds from borrowings under REPAY’s existing credit facility.

TriSource, founded in 2007, provides back-end transaction processing services to independent sales organizations (“ISO’s”) and operates as a direct ISO on behalf of its owned portfolios and external sales agents. TriSource is headquartered in Bettendorf, IA with an additional office in East Moline, IL. Since 2012, TriSource has been REPAY’s primary third-party processor for back-end settlement solutions and a valuable partner that has supported the Company’s growth.

“TriSource will enable us to build more intelligent payment solutions and bring these solutions to our customers faster. Additionally, we see the potential for strong organic growth in TriSource’s back-end settlement business, and our long partnership with TriSource has illustrated its inherent value proposition. We are looking forward to leveraging TriSource’s capabilities to drive continued growth. Further, the acquisition enhances our M&A strategy, as having our own back-end transaction processing capabilities will allow us to reduce future targets’ transaction processing costs and to expedite other synergy realization efforts. The TriSource acquisition will be immediately and meaningfully accretive to earnings,” said John Morris, CEO of REPAY.

“We are excited to join the REPAY team,” said Deborah Brown, COO of TriSource Solutions. “We have partnered with REPAY for many years and believe they will help us to accelerate our processing business growth. We look forward to working alongside the REPAY team to drive long term growth at the combined company.”

“TriSource owners Henry Harp and Bill Brockway, along with the company’s executive management team, have built a top-tier organization. I’ve had the pleasure of working alongside the TriSource team over the past seven years and believe adding them to the REPAY family will be beneficial to all parties. I would like to take this opportunity to welcome them to our organization,” said Shaler Alias, President of REPAY.

Transaction Details

  • REPAY acquired TriSource for up to $65 million
    • $60 million was paid at closing
    • Up to $5 million is structured as a performance based earn out
  • The acquisition was financed with a combination of cash on hand and borrowings under REPAY’s existing credit facility
  • Annualized Adjusted EBITDA is expected to be approximately $7.0 million
  • Combined net leverage expected to be approximately 3.5x on a post-transaction basis1

1 Calculated based on the estimated twelve months ended September 30, 2019 Adjusted EBITDA of REPAY and TriSource on a combines basis, after giving effect to new borrowings under the existing credit facility and assuming that all cash and cash equivalents, on a combined basis, offset REPAY’s post-transaction indebtedness.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding REPAY’s industry and market sizes, future opportunities for REPAY and REPAY’s estimated future results, including the full year 2019 outlook. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in prior reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: a delay or failure to realize the expected benefits from the business combination; a delay or failure to integrate and realize the benefits of the TriSource acquisition and any difficulties associated with operating in the back-end processing markets in which REPAY does not have any experience; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to develop and maintain effective internal controls.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for lenders, while enhancing the overall experience for consumers.

View source version on businesswire.com: https://www.businesswire.com/news/home/20190814005646/en/

Source: Repay Holdings Corporation

Investor Relations for REPAY: 
repayIR@icrinc.com

Media Relations for REPAY: 
Kristen Hoyman 
khoyman@repay.com

REPAY Launches ‘Instant Funding’ in Canada

Visa Direct enables seamless real-time1 push payments for 24/7/365 access to funds

ATLANTA–(BUSINESS WIRE)–Aug. 13, 2019– Repay Holdings Corporation, (NASDAQ: RPAY) (“REPAY”) a leading provider of vertically-integrated payment solutions, announced today the launch of its Instant Funding product in Canada. Instant Funding is a new and innovative service that allows lenders to send funds directly to eligible Visa debit and prepaid cards via electronic transactions enabled by Visa Direct and made available through REPAY’s financial institution partner.

Instant Funding transactions are processed in real-time2 via Visa Direct, Visa’s real-time push payments platform, which reverses a normal transaction, “pushing” the funds to an eligible Visa debit or prepaid card. With REPAY Instant Funding, Canadian lenders and finance companies can disburse funds 24/7/365 and replace traditional checks and EFT transactions with real-time transactions, which means customers no longer have to wait days for funds to become available.

“After a successful launch in the U.S., we are extremely excited to bring our Instant Funding product to the Canadian market,” said Susan Perlmutter, Chief Revenue Officer of REPAY. “Our technology removes the friction and processing delays often associated with traditional fund disbursements and enables lenders to provide fast, convenient and secure funding experiences to their customers.”

“In partnership with REPAY, we’re eager to deliver a payment solution to help lenders run their businesses more efficiently,” said Brian Weiner, Vice President & Head of Product, Visa Canada. “We launched Visa Direct because we understand that easy, convenient and secure access to funds is critical to enabling growth for lenders.”

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for lenders, while enhancing the overall experience for consumers.

___________________ 
1 Actual fund availability depends on receiving financial institution and region. Visa requires fast-funds enabled issuers to make funds available to their recipient cardholders within a maximum of 30 minutes of approving the transaction. Please refer to the Visa Direct team and the Visa Direct Original Credit Transaction Global Implementation Guide for more information. 
2 See citation 1

View source version on businesswire.com: 
https://www.businesswire.com/news/home/20190813005087/en/

Source: Repay Holdings Corporation

For REPAY 
Investor Relations: 
repayIR@icrinc.com 

Media Relations: 
Kristen Hoyman 
(404) 637-1665 
khoyman@repay.com

REPAY and Visa Canada Announce Partnership to Expand Online Payment Acceptance in Canada

ATLANTA–(BUSINESS WIRE)–Aug. 13, 2019– Repay Holdings Corporation, (NASDAQ:RPAY) (“REPAY”) a leading provider of vertically-integrated payment solutions, and Visa Canada announced today a strategic partnership that will seek to expand debit card and online payment acceptance for the Canadian personal loans market.

The partnership aims to bring speed and convenience to the traditional debt repayment process by reducing the complexity of online payments and lowering the costs associated with debit card acceptance.

Together, the companies are making it easier for Canadian lenders and finance companies to accept debit cards as a form of repayment in a card-not-present environment. Visa has made debit card payments a viable alternative to cheques and ACH. Paying off debt with a Visa debit card has major advantages for both the consumer and for the lender – for consumers, debit card payments offer zero liability*, making them a safe and secure payment method. For lenders, it improves customer service by making the billing and payment experience easy. This is crucial, because the billing and payment experience is the most influential driver of customer satisfaction in lending1. REPAY’s payment technology gives consumers the flexibility to make their loan payments with a debit card and transforms the online payment process into an easy, convenient and pleasant experience.

“We believe this initiative with Visa will bring innovation and convenience to a previously underserved market,” said John Morris, CEO of REPAY. “Our omni-channel integrated payment platform removes the friction from the debt repayment process by giving merchants the ability to securely accept debit cards 24/7/365 in an automated setting.”

“We’re excited to partner with REPAY to offer merchants the opportunity to greatly improve customer service with an easy, safe, and fast payment solution,” said Brian Weiner, Vice President & Head of Product, Visa Canada. “Widening the acceptance of Visa Debit for debt repayment means more convenience for millions of Canadian Visa Debit cardholders, and efficiencies for lenders and merchants.”

About REPAY 
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for merchants, while enhancing the overall experience for consumers.

1 Source: AYTM 2017 Debt Repayment Survey, Quantitative research to understand consumer landscape and preference; Commissioned by Visa; Target: 400 US, Men and Women, 18+ years old; July 17-18, 2017
*Visa Zero Liability is not applicable to anonymous Visa Prepaid, Corporate and Commercial cards. Required keeping account and PIN safe. Other conditions and restrictions apply. Cardholders should refer to their issuer cardholder documentation for more details.

View source version on businesswire.com: https://www.businesswire.com/news/home/20190813005081/en/

Source: Repay Holdings Corporation

For REPAY 
Investor Relations: 
repayIR@icrinc.com

Media Relations: 
Kristen Hoyman 
(404) 637-1665 
khoyman@repay.com

Thunder Bridge Acquisition, Ltd. Completes Business Combination With REPAY

Combined Company Renamed Repay Holdings Corporation and Will Trade on the Nasdaq Stock Market

ATLANTA–(BUSINESS WIRE)–Repay Holdings, LLC, a leading provider of vertically-integrated payment solutions, together with its parent, Hawk Parent Holdings, LLC (together, “REPAY”), and Thunder Bridge Acquisition, Ltd. (NASDAQ:TBRG) (“Thunder Bridge”), a special purpose acquisition company, announced today that they have completed their previously announced business combination under which Thunder Bridge acquired REPAY for approximately $580.7 million in total consideration. The business combination was approved by Thunder Bridge’s shareholders at an extraordinary general meeting held on July 10, 2019.

Upon completion of the business combination, Thunder Bridge changed its name to Repay Holdings Corporation, and its common stock and warrants are expected to begin trading on the Nasdaq Stock Market under the ticker symbol “RPAY” and “RPAYW,” respectively, commencing July 12, 2019.

REPAY’s management team, led by John Morris, Co-Founder and Chief Executive Officer, Shaler Alias, Co-Founder and President, and Tim Murphy, Chief Financial Officer, will continue to lead the combined Company. Pete Kight, Executive Chairman of Thunder Bridge, will serve as Chairman of the combined company’s board of directors. Corsair Capital, a leading private equity investor in the financial services industry, as well as the REPAY management team, remain investors after rolling over significant equity into the combined company.

Pete Kight stated, “We are pleased to complete the business combination with REPAY and are looking forward to partnering with the management team in the next stage of REPAY’s development.”

John Morris stated, “We are excited to partner with our new board of directors and investors as we continue to execute on REPAY’s growth plan as a public company. We are especially thankful to Corsair who has been a great partner and instrumental to our success, and we look forward to continuing to work alongside them as stockholders and board members. This transaction allows us to have access to capital to further support our acquisition strategy and invest in technology while continuing to develop software integration partners.”

“We are very pleased to have the opportunity to remain stockholders in REPAY as it continues to execute on its growth plan as a leader in the integrated payments space,” added Jeremy Schein, Managing Director of Corsair Capital.

Morgan Stanley and Cantor Fitzgerald acted as capital markets advisors, SunTrust Robinson Humphrey, Inc., acted as debt capital markets advisor, and Ellenoff Grossman & Schole LLP acted as legal counsel to Thunder Bridge. Financial Technology Partners served as strategic and financial advisor, Credit Suisse as capital markets advisor, and Simpson Thacher & Bartlett LLP and Troutman Sanders as legal counsel to REPAY in this transaction.

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for merchants, while enhancing the overall experience for consumers.

About Thunder Bridge Acquisition Ltd.

Thunder Bridge Acquisition Ltd. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In June 2018, Thunder Bridge consummated a $258 million initial public offering (the “IPO”) of 25.8 million units (reflecting the underwriters’ exercise of their over-allotment option in full), each unit consisting of one of the Company’s Class A ordinary shares and one warrant, each warrant enabling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share.

About Corsair Capital

Corsair Capital, LLC, which includes a highly regarded global private equity platform, is a leading global investor in the financial services industry. Corsair Capital invests across a range of geographies and cycles, and in substantially all of the subsectors of the financial services industry, including payments, insurance, asset management, depository institutions, and specialty finance across North America and Western Europe.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding REPAY’s industry and market sizes, future opportunities for REPAY and REPAY’s estimated future results. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in Thunder Bridge’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; and risk that REPAY may not be able to develop and maintain effective internal controls.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about Thunder Bridge and REPAY or the date of such information in the case of information from persons other than Thunder Bridge or REPAY, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part.

Contacts

Investors 
ICR for REPAY 
repayIR@icrinc.com

Media 
Sard Verbinnen & Co for Corsair Capital 
David Millar / Danya Al-Qattan, 212-687-8080

To view the official press release, click here.

Thunder Bridge Acquisition, Ltd. Announces the Designation of Paul R. Garcia as Nominee to the Board of Directors of Repay Holdings Corporation upon Consummation of Business Combination

GREAT FALLS, Va., May 29, 2019 — Thunder Bridge Acquisition, Ltd. (NASDAQ: TBRG, TBRGU and TBRGW) (“Thunder Bridge”) today announced that it has designated Paul R. Garcia as a nominee to serve on the Board of Directors of Repay Holdings Corporation (the successor entity to Thunder Bridge) upon consummation of Thunder Bridge’s pending business combination (the “Business Combination”) with Hawk Parent Holdings, LLC, the parent company of Repay Holdings, LLC (together, “REPAY”).

Mr. Garcia, a pioneer in the financial services industry, became chief executive officer of National Data Corporation’s (“NDC”) eCommerce line of business in June 1999, which changed its name to Global Payments, Inc. (GPN) in 2000 and was spun off from NDC in 2001.  During Mr. Garcia’s 14-year tenure as chief executive officer, Global Payments’ annual revenues increased from $350 million to $2.4 billion and its current market capitalization is approximately $24 billion.

Mr. Garcia has served on a number of Boards of Directors, including the Global, U.S. and Latin American Boards of MasterCard International, West Corporation, Dun & Bradstreet Corporation, and the Electronic Transaction Association (“ETA”). Currently, Mr. Garcia is a Director of SunTrust Banks, Inc. (STI) and Payment Alliance International. He is also a Director of the Commerce Club of Atlanta.

Mr. Garcia was honored as 2004 Ernst & Young Entrepreneur of the Year® in Financial Services for Georgia, Alabama, and Tennessee, and named one of the best CEOs in America five times by Institutional Investor. Mr. Garcia was also recognized by the Electronic Transactions Association as the recipient of the 2008-2009 Distinguished Payments Professional Award and became one of the first inductees to the ETA Hall of Fame in 2018. He was recognized by the Technology Association of Georgia as the recipient of the 2012 Lifetime Achievement Award.

Gary A. Simanson, President and Chief Executive Officer of Thunder Bridge, commented, “We are extremely honored that Mr. Garcia has agreed to join Repay Holdings Corporation’s Board of Directors upon consummation of the Business Combination.  Paul has been, and continues to be, one of the most influential leaders in the financial services and payments industries. We could not be more pleased to have his experience and guidance on the Board of Directors upon completion of the Business Combination to assist the combined company as it pursues growth opportunities in a fast-growing sector of the payments industry.”

Pete Kight, Executive Chairman of Thunder Bridge, stated, “I have known Paul Garcia for many years and believe he will bring to the Board of Directors a level of knowledge and experience that is uniquely valuable in the industry. The addition of Paul to the Board of Directors, combined with the seasoned management team of REPAY and the recently-announced private placement transaction with Neuberger Berman Investment Advisors, LLC, Baron Funds and BlackRock, further builds upon REPAY’s goal of being a world-class leader in payments.”

Mr. Garcia will be nominated to the Board of Directors in place of Mr. Simanson and, along with the other Board nominees, Mr. Garcia’s nomination will be presented for approval to Thunder Bridge’s shareholders at the upcoming extraordinary general meeting of shareholders to be held to consider and approve the Business Combination. 

About Thunder Bridge Acquisition, Ltd.

Thunder Bridge Acquisition, Ltd. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In June 2018, Thunder Bridge consummated a $258 million initial public offering (the “IPO”) of 25.8 million units, each unit consisting of one of the Company’s Class A ordinary shares and one warrant, each warrant enabling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Thunder Bridge’s securities are quoted on the NASDAQ stock exchange under the ticker symbols TBRGU, TBRG, and TBRGW.

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for merchants, while enhancing the overall experience for consumers.

Important Information About the Transaction and Where to Find Additional Information

This communication is being made in respect of the proposed business combination between Thunder Bridge and REPAY. In connection with the proposed business combination, Thunder Bridge has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus of Thunder Bridge, and will file other documents regarding the proposed transaction with the SEC. After the registration statement is declared effective, Thunder Bridge will mail the definitive proxy statement/prospectus to its shareholders and warrant holders. Before making any voting or investment decision, investors, shareholders and warrant holders of Thunder Bridge are urged to carefully read the preliminary proxy statement/prospectus, and when they become available, the definitive proxy statement/prospectus and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about Thunder Bridge, REPAY and the proposed business combination. The documents filed by Thunder Bridge with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov, or by directing a request to Thunder Bridge Acquisition, Ltd., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia22066, Attention: Secretary, (202) 431-0507.

Participants in the Solicitation

Thunder Bridge and REPAY and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Thunder Bridge in favor of the approval of the business combination and from the warrant holders of Thunder Bridge in favor of the warrant amendment. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Thunder Bridge in connection with the proposed business combination is set forth in the preliminary proxy statement/prospectus. Information regarding Thunder Bridge’s directors and executive officers are set forth in the preliminary proxy statement/prospectus. Free copies of these documents may be obtained as described in the preceding paragraph.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding REPAY’s industry and market sizes, future opportunities for Thunder Bridge, REPAY and the combined company, Thunder Bridge’s and REPAY’s estimated future results and the proposed business combination between Thunder Bridge and REPAY, including the implied enterprise value, the expected transaction and ownership structure and the likelihood and ability of the parties to successfully consummate the proposed transaction. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in Thunder Bridge’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: inability to meet the closing conditions to the business combination, including the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; the inability to complete the transactions contemplated by the definitive agreement due to the failure to obtain approval of Thunder Bridge’s shareholders and warrant holders, the inability to consummate the contemplated private placement, the inability to consummate the contemplated debt financing, the failure to achieve the minimum amount of cash available following any redemptions by Thunder Bridge shareholders or the failure to meet The Nasdaq Stock Market’s listing standards in connection with the consummation of the contemplated transactions; costs related to the transactions contemplated by the definitive agreement; a delay or failure to realize the expected benefits from the proposed transaction; risks related to disruption of management time from ongoing business operations due to the proposed transaction; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to develop and maintain effective internal controls.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about Thunder Bridge and REPAY or the date of such information in the case of information from persons other than Thunder Bridge or REPAY, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

No Offer or Solicitation

This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Contact information:
Thunder Bridge Investor Relations
202.431.0507

SOURCE Thunder Bridge Acquisition, Ltd.

To view the official press release, click here.

REPAY Reports First Quarter 2019 Financial Highlights and Reaffirms 2019 Outlook

ATLANTA, May 21, 2019 — Repay Holdings, LLC, a leading provider of vertically-integrated payment solutions, together with its parent, Hawk Parent Holdings, LLC (together, “REPAY”), today reported financial highlights for the three months ended March 31, 2019.

“Our first quarter results performed ahead of our expectations, with a year-over-year increase in card payment volume and total revenue of approximately 32% and 20%, respectively,” said John Morris, CEO of REPAY. We believe our results demonstrate that we have a competitive position in a growing market that has historically been under penetrated by card payments.  We expect to take advantage of this large and growing market by expanding usage of our existing clients while also targeting new clients in existing verticals. In addition, we look to broaden our addressable market through both strategic M&A and expansion into new verticals.”

“We remain excited about the pending merger with Thunder Bridge, and are grateful for the commitment and support we have received from our new PIPE investors,” continued Morris. “We are on track to complete the proposed transactions in the second quarter of this year.”

Financial Highlights for the First Quarter of 2019 Compared to the First Quarter of 2018

  • Card payment volume increased approximately 32% to $2.4 billion from $1.8 billion in the first quarter of 2018.
  • Total revenue increased approximately 20% to $39.2 million from $32.8 million in the first quarter of 2018.
  • Gross Profit increased approximately 31% to $17.9 million from $13.7 million in the first quarter of 2018.
  • Net Income increased to $4.9 million from $0.2 million in the first quarter of 2018.
  • Adjusted EBITDA increased approximately 20% to $11.3 million from $9.4 million in the first quarter of 2018.

Full Year 2019 Outlook

REPAY reaffirms its financial guidance for the full year 2019. The Company expects:

  • Card payment volume of approximately $9.2 billion
  • Total revenue of approximately $159.2 million
  • Gross Profit of approximately $71.6 million
  • Adjusted EBITDA of approximately $44.0 million

Revenue information for the full year 2019 outlook is presented in accordance with Accounting Standards Codification (“ASC”) 605. REPAY expects to adopt a new standard, ASC 606, when financial results for the full year ended December 31, 2019 are reported. Gross profit represents total revenue less interchange and network fees as well as other costs of services. Adjusted EBITDA is a non-GAAP financial measure that represents net income adjusted for interest expense, depreciation and amortization and certain other non-cash charges and non-recurring items. See “Non-GAAP Financial Measures” below and the reconciliation of Adjusted EBITDA to its most comparable GAAP measure provided therein.

REPAY previously announced that it had entered into a merger agreement with Thunder Bridge Acquisition, Ltd. (NASDAQ: TBRG) (“Thunder Bridge”) for a proposed business combination. Completion of the proposed business combination is subject to approval by the shareholders of Thunder Bridge and certain other conditions. The proposed business combination is expected to close in the second quarter of 2019.

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for merchants, while enhancing the overall experience for consumers.

About Thunder Bridge Acquisition, Ltd.

Thunder Bridge Acquisition, Ltd. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In June 2018, Thunder Bridge consummated a $258 million initial public offering (the “IPO”) of 25.8 million units, each unit consisting of one of the Company’s Class A ordinary shares and one warrant, each warrant enabling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Thunder Bridge’s securities are quoted on the NASDAQ stock exchange under the ticker symbols TBRGU, TBRG, and TBRGW.

Important Information About the Transaction and Where to Find Additional Information

This communication is being made in respect of the proposed business combination between Thunder Bridge and REPAY. In connection with the proposed business combination, Thunder Bridge has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus of Thunder Bridge, and will file other documents regarding the proposed transaction with the SEC. After the registration statement is declared effective, Thunder Bridge will mail the definitive proxy statement/prospectus to its shareholders and warrant holders. Before making any voting or investment decision, investors,  shareholders and warrant holders of Thunder Bridge are urged to carefully read the preliminary proxy statement/prospectus, and when they become available, the definitive proxy statement/prospectus and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about Thunder Bridge, REPAY and the proposed business combination. The documents filed by Thunder Bridge with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov, or by directing a request to Thunder Bridge Acquisition, Ltd., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia22066, Attention: Secretary, (202) 431-0507.

Participants in the Solicitation

Thunder Bridge and REPAY and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders and warrant holders of Thunder Bridge in favor of the approval of the business combination. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders and warrant holders of Thunder Bridge in connection with the proposed business combination is set forth in the preliminary proxy statement/prospectus. Information regarding Thunder Bridge’s directors and executive officers are set forth in Thunder Bridge’s registration statement on Form S-1, including amendments thereto, and other reports which are filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding REPAY’s industry and market sizes, future opportunities for Thunder Bridge, REPAY and the combined company, Thunder Bridge’s and REPAY’s estimated future results and the proposed business combination between Thunder Bridge and REPAY, including the implied enterprise value, the expected transaction and ownership structure and the likelihood and ability of the parties to successfully consummate the proposed business combination. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in Thunder Bridge’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: inability to meet the closing conditions to the business combination, including the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; the inability to complete the transactions contemplated by the definitive agreement due to the failure to obtain approval of Thunder Bridge’s shareholders and warrantholders, the inability to consummate the PIPE Investment, the inability to consummate the contemplated debt financing, the failure to achieve the minimum amount of cash available following any redemptions by Thunder Bridge shareholders or the failure to meet The Nasdaq Stock Market’s listing standards in connection with the consummation of the contemplated transactions; costs related to the transactions contemplated by the definitive agreement; a delay or failure to realize the expected benefits from the proposed business combination; risks related to disruption of management time from ongoing business operations due to the proposed business combination; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to develop and maintain effective internal controls.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about Thunder Bridge and REPAY or the date of such information in the case of information from persons other than Thunder Bridge or REPAY, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

No Offer or Solicitation

This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Non-GAAP Financial Measure

REPAY discloses Adjusted EBITDA in this press release because it is a key measure used by its management to evaluate REPAY’s business, measure its operating performance and make strategic decisions. REPAY believes Adjusted EBITDA is useful for investors and others in understanding and evaluating our operations results in the same manner as its management. However, Adjusted EBITDA is not a financial measure 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. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, depreciation and amortization, as adjusted to add back certain non-cash and non-recurring charges, such as loss on extinguishment of debt, non-cash change in fair value of contingent consideration, share-based compensation charges, transaction expenses, management fees, legacy commission related charges, employee recruiting costs, loss on disposition of property and equipment, other taxes, strategic initiative related costs and other non-recurring charges. Using this non-GAAP financial measure to analyze REPAY’s business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in our industry may report measures titled Adjusted EBITDA or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income and our other financial results presented in accordance with GAAP.

The following table presents a reconciliation of net income to Adjusted EBITDA for each of the periods indicated:

Three Months Ended March 31,
(in thousands) 20192018
Net income (loss)$   4,864$       181
Plus:
Interest expense1,4491,503
Depreciation and amortization2,9142,392
EBITDA9,2274,076
Loss on extinguishment of debt
Non-cash change in fair value of contingent consideration
Share-based compensation expense(a)127219
Transaction expenses(b)1,686513
Management fees(c)100100
Legacy commission related charges(d)4,168
Employee recruiting costs(e)1577
Loss on disposition of property and equipment
Other taxes(f)59173
Strategic initiatives related costs(g)12472
Other non-recurring charges(h)47
Adjusted EBITDA$    11,338$      9,446
(a)Represents compensation expense associated with REPAY’s equity compensation plans.
(b)Primarily consists of (i) during the three months ended March 31, 2019, professional service fees and other costs in connection with the business combination, and (ii) during the three months ended March 31, 2018, additional transaction related expenses in connection with the acquisitions of PaidSuite, Inc. and PaidMD, LLC and Paymaxx Pro, LLC, which transactions closed in 2017.
(c)Reflects management fees paid to Corsair pursuant to the management agreement between Corsair and REPAY, which will terminate upon the completion of the business combination.
(d)Represents payments made to certain employees in connection with significant restructuring of their commission structures. These payments were non-recurring and represented commission structure changes which are not in the ordinary course of business.
(e)Represents payments made to third-party recruiters in connection with a significant expansion of personnel, which we expect will become more moderate in subsequent periods.
(f)Reflects franchise taxes and other non-income based taxes.
(g)Consulting fees relating to our processing services and other operational improvements that were not in the ordinary course, in the aggregate amount of $124,000, and $55,000 are reflected in the three months ended March 31, 2019 and 2018, respectively. Additionally, one-time fees relating to special projects for new market expansion that are not anticipated to continue in the ordinary course of business are reflected in the three months ended March 31, 2018.
(h)For the three months ended March 31, 2018, consists of litigation expenses related to a dispute with a former customer, which expenses were offset in subsequent periods as a result of its settlement.

This press release includes forecasted 2019 Adjusted EBITDA. REPAY does not provide quantitative reconciliation of such forward-looking, non-GAAP financial measure to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading to investors.

Contact
Investor Relations
ICR
repayIR@icrinc.com

SOURCE Repay Holdings, LLC

To view the official press release, click here.

ACG Atlanta Announces 40 Fastest-Growing Companies in Georgia

ATLANTA – May 14, 2019 – The Atlanta Chapter of the Association for Corporate Growth® (ACG), today announced the 2019 Georgia Fast 40, recognizing the top 40 fastest-growing middle-market companies in Georgia.

Honored companies for 2019 include:

Alogent
AERO Group
Angel Oak Companies
Ansley Atlanta Real Estate
CallRail, Inc
Data Blue, LLC
Diversified Energy Supply
Entertainment Magpie Inc (known as Decluttr)
Flip Electronics, LLC
Foresite Group, Inc.
FullStory
Georgia Pain and Wellness Center
Green Worldwide Shipping LLC
High Road Craft Ice Cream, Inc.
Hire Dynamics
Iconex LLC
Intelligent Systems Corp
Janus International Group, LLC
LendingPoint, LLC
Lifebrite Labratories, LLC
MacStadium, Inc.
Madison Steel, Inc.
M-Communications LLC
Merit Financial Advisors, LLC
Mountain Express Oil Company
OneDigital Health and Benefits
OneTrust
Optomi LLC
PDI
Prime Technical Services Inc.
QGenda, LLC
REPAY Realtime Electronic Payments
RESICAP, LP
SalesLoft, Inc.
SecurAmerica, LLC
Surgical Information Systems, LLC
Surterra Wellness
Terminus Software, Inc.
Total Server Solutions
Wahoo Fitness

“The companies being honored this year exemplify ACG’s focus on driving middle­market growth and demonstrate the strength and significance of this sector in Georgia,” said Melanie Brandt ACG Atlanta’s President and CEO.

Applicants were required to submit three years of verifiable revenue and employment growth records, which were validated by national accounting firm and founding Diamond sponsor, Cherry Bekaert LLP. ACG also conducted in-person interviews with all qualified applicants. All companies on the list are for profit and headquartered in Georgia with year-end revenues ranging from $15 to $500 million.

“These 40 companies represent more than 11,000 new jobs and nearly three billion dollars in revenue growth over the last three years,” said Brittany Boals Moeller, chairman of the 2019 Georgia Fast 40 Awards and Southeast Region Head of Private Wealth Management at Goldman Sachs. “In speaking with many of the CEO’s, the supportive business environment and accessibility of capital are contributors to growth. By far the biggest challenge is tightness of the labor market. We are proud to honor these companies and look forward to learning more insights at the awards gala in June.”

ACG Atlanta will present the awards at the Georgia Fast 40 Awards Dinner and Gala at Flourish Atlanta in Buckhead on June 13, 2019, at which more than 600 leaders in the Georgia business community will be in attendance. Tables and single tickets can be purchased online at http://www.acg.org/atlanta.

About ACG Atlanta

ACG is a global professional organization with the mission of Driving Middle-Market Growth that comprises more than 14,500 members from corporations, private equity, finance, and

professional service firms representing Fortune 500, Fortune1000, FTSE 100, and middle-market companies in 59 chapters in North America and Europe. Founded in 1974, ACG Atlanta provides executives and professionals a unique forum for exchanging ideas and experiences concerning organic and acquisitive growth. Programs include Atlanta ACG Capital Connection, The Georgia Fast 40 Honoree Awards and Gala, an annual Wine Tasting Reception, an annual Deal of the Year event, as well as an active Women’s Forum and Young Professionals group.

Thunder Bridge Acquisition, Ltd. Announces Private Placement Transaction, Amendment of Merger Agreement and Proposed Amendment to Outstanding Warrants

GREAT FALLS, Va. and ATLANTA, May 9, 2019  — Thunder Bridge Acquisition, Ltd. (NASDAQ: TBRG) (“Thunder Bridge”), a special purpose acquisition company, today announced that it has agreed to issue and sell 13.5 million Class A ordinary shares at a price of $10.00 per share in a private placement to investors including funds and accounts managed by institutional investors Neuberger Berman Investment Advisers LLC, Baron Funds and BlackRock, Inc. for gross proceeds of $135 million. Concurrently with this transaction, certain of the institutional investors entered into a lock-up agreement under which they have agreed not to sell shares or warrants acquired in connection with the private placement for 120 days following the closing of the previously announced business combination with Repay Holdings, LLC and Hawk Parent Holdings, LLC (together, “REPAY”) in exchange for receiving from Thunder Bridge Acquisition LLC (the “Sponsor”) previously-issued private placement warrants to purchase a total of 2.0 million Class A ordinary shares. Also included among the investors in the private placement were members of Thunder Bridge’s sponsor group, Pete Kight and Monroe Capital. The closing of the private placement is conditioned on the concurrent closing of the business combination.

Charles Kantor, Neuberger Berman Senior Portfolio Manager, commented: “As REPAY executes on its leading position within a secularly growing market and an underpenetrated area of the payments sector, we look forward to providing our experienced public market perspectives to help further drive long-term value creation – particularly as it relates to financial communication, capital allocation, and corporate governance.”

John Morris, CEO of REPAY said, “We are grateful for the commitment and support we have received from our new PIPE investors and look forward to working with, and on behalf of, all of our shareholders on the exciting next phase of REPAY’s growth story.”

Pete Kight, Executive Chairman of Thunder Bridge, stated, “REPAY’s strong market and competitive position make this a highly attractive investment opportunity for Thunder Bridge, and we are pleased to be joined by such blue-chip investors through their participation in the private placement transaction. Furthermore, we believe that the amended merger terms further align all shareholders by reducing the merger price as well as the overall dilution in the transaction.”

Thunder Bridge and REPAY also entered into an amendment to their merger agreement and certain related agreements. Under these agreements:

  • the base merger consideration (as defined in the merger agreement) payable to REPAY equity holders in the transaction has been reduced to $580,650,000 from $600,000,000;
  • the Sponsor will forfeit an additional 1,935,000 Class B ordinary shares and the Sponsor and the other holders of the private placement warrants will forfeit their remaining private placement warrants at the closing of the business combination (effectively eliminating approximately 77% of the dilution from the founder warrants);
  • the minimum portion of the merger consideration required to be paid to the REPAY equity holders in cash as a condition of REPAY’s obligations to complete the merger has been reduced by $30,000,000 to $260,000,000;
  • as a condition to the parties’ obligations to complete the business combination, Thunder Bridge will amend its outstanding warrants so that each warrant holder will receive shortly after the closing of the business combination a cash payment of $1.50 per warrant (with the holders of the private placement warrants waiving the right to such cash payment) and the warrant will be exercisable for one-quarter of a Class A ordinary share for an exercise price of $2.875 for each one-quarter share ($11.50 per whole share), effectively eliminating 75% of the dilution from the public warrants; and
  • if proceeds of the private placement, the remaining funds in Thunder Bridge’s trust account and cash of REPAY exceed the amount required to fund costs at closing (including the costs of the redemption of Thunder Bridge’s public stockholders triggered by the business combination and the cash payment for the warrant amendment), the excess will be used for general corporate purposes, including paying debt or funding acquisitions. Excess amounts above $60 million will increase the portion of the merger consideration to be paid in cash to the REPAY holders (with a resulting decrease in the number of REPAY units issued to REPAY holders).

Investor Call and Webcast Details
Investors may listen to a conference call, during which the updates mentioned above will be discussed, at 9:00 AM ET tomorrow, May 10, 2019. The call may be accessed by dialing (877) 407-3982 toll-free in the U.S. or (201) 493-6780 internationally and participants should provide Conference ID 13690916. A webcast of the call, along with the investor presentation, can be accessed at http://repay.mergerannouncement.com/.

About Thunder Bridge Acquisition Ltd.
Thunder Bridge Acquisition Ltd. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In June 2018, Thunder Bridge consummated a $258 million initial public offering (the “IPO”) of 25.8 million units, each unit consisting of one of the Company’s Class A ordinary shares and one warrant, each warrant enabling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share.

Thunder Bridge’s Class A ordinary shares are listed on the Nasdaq Stock Market under the symbol “TBRG,” public warrants are listed on the Nasdaq Stock Market under the symbol “TBRGW,” and units of a Class A ordinary share and public warrant are listed on the Nasdaq Stock Market under the symbol “TBRGU.”

About REPAY
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for merchants, while enhancing the overall experience for consumers.

About Neuberger Berman
Neuberger Berman, founded in 1939, is a private, independent, employee-owned investment manager. The firm manages a range of strategies—including equity, fixed income, quantitative and multi-asset class, private equity and hedge funds—on behalf of institutions, advisors and individual investors globally. With offices in 23 countries, Neuberger Berman’s team is more than 2,100 professionals. For five consecutive years, the company has been named first or second in Pensions & Investments Best Places to Work in Money Management survey (among those with 1,000 employees or more). Tenured, stable and long-term in focus, the firm has built a diverse team of individuals united in their commitment to delivering compelling investment results for our clients over the long term. That commitment includes active consideration of environmental, social and governance factors. The firm manages $323 billion in client assets as of March 31, 2019. For more information, please visit our website at www.nb.com.

Important Information About the Transaction and Where to Find It
This communication is being made in respect of the proposed business combination between Thunder Bridge and REPAY. In connection with the proposed business combination, Thunder Bridge has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus of Thunder Bridge, and will file other documents regarding the proposed transaction with the SEC. After the registration statement is declared effective, Thunder Bridge will mail the definitive proxy statement/prospectus to its shareholders. Before making any voting or investment decision, investors and shareholders of Thunder Bridge are urged to carefully read the preliminary proxy statement/prospectus, and when they become available, the definitive proxy statement/prospectus and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about Thunder Bridge, REPAY and the proposed business combination. The documents filed by Thunder Bridge with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov, or by directing a request to Thunder Bridge Acquisition, Ltd., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, Attention: Secretary, (202) 431-0507.

Participants in the Solicitation
Thunder Bridge and REPAY and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Thunder Bridge in favor of the approval of the business combination. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Thunder Bridge in connection with the proposed business combination is set forth in the preliminary proxy statement/prospectus. Free copies of these documents may be obtained as described in the preceding paragraph.

Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding REPAY’s industry and market sizes, future opportunities for Thunder Bridge, REPAY and the combined company, Thunder Bridge’s and REPAY’s estimated future results and the proposed business combination between Thunder Bridge and REPAY, including the implied enterprise value, the expected transaction and ownership structure and the likelihood and ability of the parties to successfully consummate the proposed transaction. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in Thunder Bridge’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: inability to meet the closing conditions to the business combination, including the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; the inability to complete the transactions contemplated by the definitive agreement due to the failure to obtain approval of Thunder Bridge’s shareholders, the inability to consummate the contemplated private placement, the inability to consummate the contemplated debt financing, the failure to achieve the minimum amount of cash available following any redemptions by Thunder Bridge shareholders or the failure to meet The Nasdaq Stock Market’s listing standards in connection with the consummation of the contemplated transactions; costs related to the transactions contemplated by the definitive agreement; a delay or failure to realize the expected benefits from the proposed transaction; risks related to disruption of management time from ongoing business operations due to the proposed transaction; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to develop and maintain effective internal controls.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about Thunder Bridge and REPAY or the date of such information in the case of information from persons other than Thunder Bridge or REPAY, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Contacts
Investor Relations
ICR
repayIR@icrinc.com

SOURCE Thunder Bridge Acquisition, Ltd.

To view the official press release, click here.

REPAY Expands into Canada

ATLANTA, April 25, 2019 — Repay Holdings, LLC, a leading provider of vertically-integrated payment solutions, together with its parent, Hawk Parent Holdings LLC (together, “REPAY”), announced today expansion of its integrated payment processing services into Canada. REPAY will now offer its suite of payment processing solutions to the Canadian personal loans and automotive loans markets. REPAY’s expansion into Canada allows Canadian lenders and finance companies to access REPAY’s integrated payment technology platform, which reduces the complexity of electronic payments for merchants while enhancing their customers’ overall experience. 

With REPAY’s payment products, merchants can accept payments anytime, anywhere via consumer-facing online payment portals, SMS/text pay, IVR/phone pay, and white-labeled mobile apps. The proprietary payment platform easily integrates with our clients’ enterprise management systems and enables merchants to simplify and automate their payment and reconciliation processes. Merchants who use REPAY’s payment services will have access to dedicated implementation teams,  24/7/365 customer service, and professional risk management resources.

REPAY brings deep industry expertise and an innovative suite of payment solutions to Canada. “We combine reliable and secure payment processing with an integrated technology platform to bring speed and convenience to the debt repayment process,” said John Morris, CEO of REPAY. “We believe we have an attractive opportunity to deliver new and exciting payment technology that brings innovation to the consumer and auto finance markets in Canada.”

The expansion into Canada is a strategic next step for REPAY. “We have several existing clients with a presence in the U.S. and Canada,” said Shaler Alias, President of REPAY. “We are thrilled to expand our footprint and extend our payment technology services to their Canadian operations. Our customers are excited about the capabilities the REPAY platform will bring to their operations and to the entire Canadian market.”

REPAY previously announced that it had entered into a merger agreement with Thunder Bridge Acquisition, Ltd. (NASDAQ: TBRG) (“Thunder Bridge”) for a proposed business combination. Completion of the transactions is subject to approval by the stockholders of Thunder Bridge and certain other conditions. The transactions are expected to close in the second quarter of 2019.

About REPAY
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for merchants, while enhancing the overall experience for consumers.

About Thunder Bridge Acquisition Ltd.

Thunder Bridge Acquisition, Ltd. (“Thunder Bridge”) is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In June 2018, Thunder Bridge consummated a $258 million initial public offering of 25.8 million units, each unit consisting of one of Thunder Bridge’s Class A ordinary shares and one warrant, each warrant enabling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Thunder Bridge’s securities are quoted on the NASDAQ stock exchange under the ticker symbols TBRGU, TBRG, and TBRGW.

Important Information About the Transaction and Where to Find It

This communication is being made in respect of the proposed business combination between Thunder Bridge and REPAY. In connection with the proposed business combination, Thunder Bridge has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus of Thunder Bridge, and will file other documents regarding the proposed transaction with the SEC. After the registration statement is declared effective, Thunder Bridge will mail the definitive proxy statement/prospectus to its shareholders. Before making any voting or investment decision, investors and shareholders of Thunder Bridge are urged to carefully read the preliminary proxy statement/prospectus, and when they become available, the definitive proxy statement/prospectus and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about Thunder Bridge, REPAY and the proposed business combination. The documents filed by Thunder Bridge with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov, or by directing a request to Thunder Bridge Acquisition, Ltd., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, Attention: Secretary, (202) 431-0507.

Participants in the Solicitation

Thunder Bridge and REPAY and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Thunder Bridge in favor of the approval of the business combination. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Thunder Bridge in connection with the proposed business combination is set forth in the preliminary proxy statement/prospectus. Free copies of these documents may be obtained as described in the preceding paragraph.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding REPAY’s industry and market sizes, future opportunities for Thunder Bridge, REPAY and the combined company, Thunder Bridge’s and REPAY’s estimated future results and the proposed business combination between Thunder Bridge and REPAY, including the implied enterprise value, the expected transaction and ownership structure and the likelihood and ability of the parties to successfully consummate the proposed transaction. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in Thunder Bridge’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: inability to meet the closing conditions to the business combination, including the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; the inability to complete the transactions contemplated by the definitive agreement due to the failure to obtain approval of Thunder Bridge’s shareholders, the inability to consummate the contemplated debt financing, the failure to achieve the minimum amount of cash available following any redemptions by Thunder Bridge shareholders or the failure to meet The Nasdaq Stock Market’s listing standards in connection with the consummation of the contemplated transactions; costs related to the transactions contemplated by the definitive agreement; a delay or failure to realize the expected benefits from the proposed transaction; risks related to disruption of management time from ongoing business operations due to the proposed transaction; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to develop and maintain effective internal controls.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about Thunder Bridge and REPAY or the date of such information in the case of information from persons other than Thunder Bridge or REPAY, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

No Offer or Solicitation

This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Investor Relations Contact:
repayIR@icrinc.com

Media Relations Contact:
Kristen Hoyman
(404) 637-1665
khoyman@repay.com

To view the press release, please click here.