EX-99.2 5 rpay-ex992_59.htm EX-99.2

Slide 0

BillingTree Acquisition Overview May 2021 Exhibit 99.2

Slide 1

Repay Holdings Corporation (“REPAY” or the “Company”) is required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”) Such filings, which you may obtain for free at the SEC’s website at http://www.sec.gov, discuss some of the important risk factors that may affect REPAY’s business, results of operations and financial condition. Forward-Looking Statements This presentation (the “Presentation”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s 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, REPAY’s updated 2021 outlook, anticipated benefits from, and the expected timing for completion of, the BillingTree acquisition, the impact of the restatement, the effects of the COVID-19 pandemic, expected demand on REPAY’s product offering, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities, and our business strategy and the plans and objectives of management for future operations. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s 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. In addition to factors previously disclosed in REPAY’s reports filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2020, as amended, 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: any inability to integrate and/or realize the benefits of the BillingTree acquisition, including expected synergies; events that could rise to termination of the definitive acquisition agreement, including by reason of the failure to obtain necessary governmental approvals or to satisfy other closing conditions; that the announcement of the proposed acquisition could disrupt REPAY’s or BillingTree’s relationships with financial institutions, customers, employee or other business partners; exposure to economic conditions and political risk affecting the consumer loan market, the accounts receivable management industry and consumer and commercial spending; the impacts of the ongoing COVID-19 coronavirus pandemic and the actions taken to control or mitigate its spread (which impacts are highly uncertain and cannot be reasonably estimated or predicted at this time); a delay or failure to integrate and/or realize the benefits of REPAY’s other recent acquisitions; changes in the payment processing market in which REPAY and BillingTree compete, including with respect to the applicable competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY and/or BillingTree target, including the regulatory environment applicable to those customers; risks relating to REPAY’s and BillingTree’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. All information set forth herein speaks only as of the date hereof in the case of information about us or the date of such information in the case of information from persons other than us, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this prospectus. Forecasts and estimates regarding our 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. Industry and Market Data The information contained herein also includes information provided by third parties, such as market research firms. Neither of REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information. Neither REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Neither REPAY nor its affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Non-GAAP Financial Measures  This Presentation includes certain non-GAAP financial measures that REPAY’s management 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, tax 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, non-cash change in fair value of assets and liabilities, non-cash change in fair value of warrant liabilities; share-based compensation charges, transaction expenses, management fees, legacy commission related charges, employee recruiting costs, other taxes, strategic initiative related costs and other non-recurring charges. REPAY believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating its operating results in the same manner as 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. Using a non-GAAP financial measure 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 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 REPAY’s other financial results presented in accordance with GAAP. No Offer or Solicitation This Presentation is for informational purposes only and is neither an offer to sell or purchase, nor a solicitation of an offer to sell, buy or subscribe for any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Disclaimer

Slide 2

Slide 3

REPAY’s Acquisition of BillingTree 2021E metrics expected by BillingTree BillingTree enhances REPAY’s position in large and attractive growth markets Leading omni-channel, integrated payments processor in biller direct verticals Established player in Healthcare, Credit Unions, and Accounts Receivable Management (“ARM”) verticals Further diversifies REPAY’s vertical mix Acquisition expands REPAY’s scale and client base ~$4.4Bn card payment volume(1) from 1,650+ clients 2021E revenue of ~$60MM and Adjusted EBITDA of ~$26MM before synergies(1) Highly complementary business profile that further expands REPAY’s software partner relationships ~50 ISV integrations – integrated into numerous software suites across each core vertical Strategically Compelling Combination BillingTree has a predictable transaction-based recurring model Average gross volume retention of 98% and net volume retention of 110% since 2018 2021E gross margin of 80%+ and Adjusted EBITDA margin of ~43%, before synergies Transaction will be immediately accretive to Adjusted EPS in 2021 before synergies Additional shareholder value creation from synergy opportunities Expect ~$5MM of run-rate cost savings annually, achieved by 2022E Further upside potential from non-personnel related cost savings Attractive Financial Profile

Slide 4

Transaction Summary Number of shares issued calculated based on the 12-day VWAP at signing. Represents multiples based on adjusted purchase price including estimated value of tax benefits of ~$20MM and a 2021E Adjusted EBITDA of $26MM. Based on purchase price excluding tax benefits, this represents an EV/2021E Adjusted EBITDA multiple of 19.3x before synergies and an EV/2021E Adjusted EBITDA multiple of 16.2x including $5MM of run-rate synergies. Denotes net leverage, including $5MM of run-rate synergies, as of 4/30/21. Based on pro forma metrics for BillingTree, assuming full-year contribution of recent acquisitions. Purchase price of $503MM, consisting of $275MM in cash and $228MM in stock (~10MM shares)(1) Effective purchase price of $483MM, including ~$20MM of estimated tax benefits 18.6x EV/2021E Adjusted EBITDA(2) 15.6x EV/2021E Adjusted EBITDA including synergies(2) Purchase Price and Multiple Funding Approval and Timing Synergies Expected $5MM of run-rate cost savings annually, achieved by 2022E Cost savings opportunities include lower processing costs and reduction in headcount through streamlining positions in various departments Cash consideration funded through cash on balance sheet Expected post-transaction Net debt / LTM Adjusted EBITDA of 2.9x(3) Stock consideration paid in the form of newly issued Class A common stock Transaction is expected to close by the end of the second quarter of 2021, subject to antitrust clearance and other customary closing conditions

Slide 5

BillingTree Highlights Patient engagement and payments platform for healthcare Omni-channel, integrated payment processing platform

Slide 6

BillingTree's Core End Markets Source: Third-party research and management estimates. Focus on various loan types with proprietary debit-only low-cost routing functionality $185Bn TAM(1) <10% Of 2021E Card Payment Volume Specialized capabilities for fuel oil and propane dealers with bundled software & payments offering $30Bn TAM(1) <10% Of 2021E Card Payment Volume Deep domain expertise and tailored solutions with omni-channel payment options $70Bn TAM(1) 40%+ Of 2021E Card Payment Volume Secure, cloud-based healthcare payment and software platform with purpose-built vertical product capabilities $420Bn TAM(1) 40%+ Of 2021E Card Payment Volume Select Integration Partners Healthcare ARM Credit Unions Energy

Slide 7

Gross Profit BillingTree's Operating and Financial Performance Denotes Adjusted EBITDA before synergies. Card Payment Volume(2) (in $Bn) ($MM) ($MM) Card Payment Volume Adjusted EBITDA(1)

Slide 8

Other Acquisition Enhances Scale and Business Mix Represents out-of-pocket payments to providers. Denotes pro forma figures including full 2021E BillingTree contribution (i.e., assuming the acquisition closed on January 1, 2021), including $5MM run-rate synergies, and expected full year contributions from REPAY’s base business. Emerging software and payments platform in large and growing $420Bn(1) healthcare payments market Comprehensive, streamlined payments acceptance and communications solutions Market leader in personal loans, automotive loans and mortgage servicing Blue chip ISV partnerships and 4,000+ merchants, including 180+ credit unions Recent expansions into adjacent Buy-Now-Pay-Later vertical as well as Canada One-stop shop B2B payments solutions provider, offering AP automation and B2B merchant acquiring solutions Integrations with ~50 leading ERP platforms, serving a highly diversified client base across a wide range of industry verticals Deep domain expertise and tailored solutions Omni-channel payment options integrated into 100% of solution providers Expanding presence in nascent markets with increasing card penetration (i.e., energy) Best-in-class processing technology solutions for ISOs, acquirers and owned merchants $22Bn+(2) Card Payment Volume $245MM+(2) Revenue $105MM+(2) Adjusted EBITDA 175+ ISVs Loan Repayment Healthcare B2B ARM

Slide 9

Transaction Meets REPAY’s Key Investment Criteria TAM estimates for BillingTree. Source: Third-party research and management estimates. Represents multiples based on adjusted purchase price including estimated value of tax benefits of ~$20MM and a 2021E Adjusted EBITDA of $26MM. Based on purchase price excluding tax benefits, this represents an EV/2021E Adjusted EBITDA multiple of 19.3x before synergies and an EV/2021E Adjusted EBITDA multiple of 16.2x including $5MM of run-rate synergies. $420Bn Healthcare payments TAM, $185Bn Credit Union TAM, $70Bn ARM TAM, and $30Bn Energy TAM(1) Underpenetrated verticals with increasing electronic payments adoption Strong Market Dynamics  Expands scale and presence in attractive verticals Complementary payments monetization model Further diversifies REPAY’s vertical mix Integrated into multiple software suites across each core vertical Strategic Fit  BillingTree has had average net volume retention of 110% since 2018 Predictable, transaction-based recurring revenue model BillingTree expects robust 2021E gross margin of 80%+ and Adjusted EBITDA margin of ~43% Attractive Financial Profile  ~$5MM run-rate annual cost savings by 2022E Synergy potential from processing costs and opex savings Further upside potential from non-personnel related cost savings Value Creation Opportunities  EV / 2021E Adjusted EBITDA multiple of 18.6x and including synergies multiple of 15.6x(2) Immediately EPS accretive upon closing Attractive Valuation 

Slide 10

Impact to REPAY's 2021E Guidance Note: As reported metrics. Assumes BillingTree acquisition closes on 7/1/2021. Includes 6 months contribution of PF synergies. Card Payment Volume (2021E growth %) Gross Profit (2021E growth %) Adjusted EBITDA (2021E growth %) Revenue (2021E growth %) 2020A 2021E Previous Guidance 2021E Guidance Incl. BillingTree Contribution(1) $15.2Bn $19.9 – $20.4Bn (31 – 34%) $17.5 – $18.0Bn (15 – 18%) $155MM $210 – $220MM (35 – 42%) $178 – $188MM (15 – 21%) $114MM $159 – $165MM (40 – 45%) $134 – $140MM (18 – 23%) $68MM $91 – $96MM(2) (33 – 41%) $75 – $80MM (10 – 17%) Revised 2021E Guidance includes BillingTree contribution for 6 months Outlook increased for REPAY’s base business BillingTree Adjusted EBITDA contribution includes $2MM of PF synergies for 6 months