SEC Comment Letter 0000000000-23-010863 to Repay Holdings Corp (RPAY)
Repay Holdings Corp
Date: Oct. 2, 2023 · CIK: 0001720592 · Accession: 0000000000-23-010863
AI Filing Summary & Sentiment
File numbers found in text: 001-38531
Letter
United States securities and exchange commission logo October 2, 2023 John Morris Chief Executive Officer Repay Holdings Corporation 3 West Paces Ferry Road, Suite 200 Atlanta, GA 30305 Re:Repay Holdings Corporation Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 1, 2023 File No. 001-38531 Dear John Morris: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022 Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 45 1.We note that you adjust for “Other non-recurring charges” in calculating your adjusted EBITDA and adjusted net income, which include “one-time settlement payments to certain clients and partners” and “non-recurring performance incentives to employees.” Please tell us the nature and the amounts of these adjustments and explain in further detail why you believe it is appropriate to eliminate these amounts in determining adjusted EBITDA and adjusted net income. 2.Please tell us how you determined that removing the effects of non-cash rent expense in arriving at adjusted EBITDA and adjusted net income does not substitute individually- tailored recognition and measurement methods for GAAP and tell us the amount of such item included in the adjustment for "other non-recurring charges" during each period presented. Alternatively, confirm that you will no longer include this adjustment. Refer to
FirstName LastNameJohn Morris Comapany NameRepay Holdings Corporation October 2, 2023 Page 2 FirstName LastName John Morris Repay Holdings Corporation October 2, 2023 Page 2 Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Keira Nakada at 202-551-3659 or Linda Cvrkel at 202-551-3813 if you have any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
October 2, 2023
John Morris
Chief Executive Officer
Repay Holdings Corporation
3 West Paces Ferry Road, Suite 200
Atlanta, GA 30305
Re:Repay Holdings Corporation
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 1, 2023
File No. 001-38531
Dear John Morris:
We have reviewed your filing and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 45
1.We note that you adjust for “Other non-recurring charges” in calculating your adjusted
EBITDA and adjusted net income, which include “one-time settlement payments to
certain clients and partners” and “non-recurring performance incentives to employees.”
Please tell us the nature and the amounts of these adjustments and explain in further detail
why you believe it is appropriate to eliminate these amounts in determining adjusted
EBITDA and adjusted net income.
2.Please tell us how you determined that removing the effects of non-cash rent expense in
arriving at adjusted EBITDA and adjusted net income does not substitute individually-
tailored recognition and measurement methods for GAAP and tell us the amount of such
item included in the adjustment for "other non-recurring charges" during each period
presented. Alternatively, confirm that you will no longer include this adjustment. Refer to
FirstName LastNameJohn Morris
Comapany NameRepay Holdings Corporation
October 2, 2023 Page 2
FirstName LastName
John Morris
Repay Holdings Corporation
October 2, 2023
Page 2
Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Keira Nakada at 202-551-3659 or Linda Cvrkel at 202-551-3813 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services