EX-99.3 5 rpay-ex993_10.htm EX-99.3 rpay-ex993_10.htm

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On June 15, 2021, Repay Holdings Corporation (“the Company” or “REPAY”) acquired all of the equity interests of BT Intermediate, LLC (“Target”) (together with its subsidiaries, “BillingTree”), pursuant to the Agreement and Plan of Merger, dated as of May 7, 2021 (as amended or supplemented from time to time, the “Merger Agreement”) by and between the Company, Target, Beckham Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Buyer”), Beckham Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and Beckham Parent, L.P., a Delaware limited partnership (formerly known as BillingTree Parent, L.P.)(“Seller”). Pursuant to the Merger Agreement, Merger Sub merged with and into the Target, with the Target being the surviving company of the merger (the “Acquisition”).  Following the Acquisition, the Company contributed the subsidiaries of Target, including Electronic Payment Providers, LLC d/b/a BillingTree, to its indirect subsidiaries, consistent with the treatment of other Company operating companies.

Pursuant to the Merger Agreement, the Company paid aggregate consideration at closing of approximately $506.6 million, consisting of approximately $278.3 million in cash from the Company’s balance sheet and 10,051,302 shares of newly issued Class A common stock, representing approximately 10% of the voting power of the Company’s outstanding shares of common stock.

 

The following unaudited pro forma condensed combined balance sheet as of March 31, 2021 combines the historical balance sheet of REPAY as of March 31, 2021 and the historical consolidated balance sheet of BillingTree as of March 31, 2021, giving effect to the Acquisition as described below on a pro forma basis as if it had been completed on March 31, 2021. The following unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021 and the year ended December 31, 2020 combines the historical consolidated statement of operations of REPAY for the three months ended March 31, 2021 and the year ended December 31, 2020 with the historical consolidated statement of operations of BillingTree for the three months ended March 31, 2021 and the year ended December 31, 2020, giving effect to the Acquisition as described on a pro forma basis as if it had been completed on January 1, 2020. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

 

The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes and the following historical financial statements and accompanying notes of BillingTree, which are included elsewhere in this Current Report on Form 8-K:

  

 

BillingTree’s unaudited financial statements as of and for the three months ended March 31, 2021 and

2020 and the related notes; and

 

 

BillingTree’s audited financial statements as of and for the years ended December 31, 2020 and 2019

and the related notes.

 

The historical financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are related and/or directly attributable to the Acquisition, are factually supportable and are expected to have a continuing impact on the Company’s operating results. The adjustments presented in the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the Company upon completion of the Acquisition. The pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements and described in the notes thereto reflect, among other things, the completion of the Acquisition on the dates indicated.

 

The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting under the provisions of ASC 805 on the basis of REPAY as the accounting acquirer. Accordingly, the purchase price is allocated to the underlying assets acquired and liabilities assumed based on their estimated fair values as of the closing of the Acquisition, with any excess purchase price allocated to goodwill. REPAY has completed preliminary valuations necessary to estimate the fair value of the assets acquired and the liabilities assumed and, accordingly, the adjustments to record the assets acquired and liabilities assumed at fair value reflect


Exhibit 99.3

the best estimates of REPAY based on the information currently available and are subject to change once additional analyses are completed.

 

The unaudited pro forma condensed combined financial information is for illustrative purposes only. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the Acquisition occurred on the dates indicated or the future results that the Company will experience. The unaudited pro forma condensed combined financial information is not necessarily indicative of results for periods after March 31, 2021.

 

In addition, the pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial statements.



Exhibit 99.3

 

PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2021
(UNAUDITED)

 

 

REPAY Historical

 

 

 

BillingTree Historical

 

 

 

Adjustments

 

 

 

Combined Pro Forma

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

390,921,782

 

 

 

$

5,298,543

 

 

 

 

(278,344,249

)

(a)

 

$

117,876,076

 

Accounts receivable

 

23,897,098

 

 

 

 

13,856,056

 

 

 

 

 

 

 

 

37,753,154

 

Related party receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid expenses and other

 

6,078,434

 

 

 

 

685,502

 

 

 

 

 

 

 

 

6,763,936

 

Total current assets

 

420,897,314

 

 

 

 

19,840,101

 

 

 

 

(278,344,249

)

 

 

 

162,393,166

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

1,980,100

 

 

 

 

569,399

 

 

 

 

 

 

 

 

2,549,499

 

Restricted cash

 

19,525,277

 

 

 

 

11,481,276

 

 

 

 

 

 

 

 

31,006,553

 

Customer relationships, net of amortization

 

272,923,320

 

 

 

 

49,280,326

 

 

 

 

148,719,674

 

(b)

 

 

470,923,320

 

Software, net of amortization

 

59,987,041

 

 

 

 

29,722,553

 

 

 

 

(3,522,553

)

(b)

 

 

86,187,041

 

Other intangible assets, net of amortization

 

23,388,792

 

 

 

 

22,486,364

 

 

 

 

(14,366,364

)

(b)

 

 

31,508,792

 

Goodwill

 

458,959,477

 

 

 

 

66,129,411

 

 

 

 

225,942,363

 

(b)

 

 

751,031,251

 

Operating lease right-of-use assets, net of amortization

 

9,650,463

 

 

 

 

 

 

 

 

1,384,408

 

(c)

 

 

11,034,871

 

Deferred tax assets

 

141,799,307

 

 

 

 

 

 

 

 

(28,123,217

)

(d)

 

 

113,676,090

 

Other assets

 

 

 

 

 

1,076,025

 

(1)

 

 

 

 

 

 

1,076,025

 

Total noncurrent assets

 

988,213,777

 

 

 

 

180,745,354

 

 

 

 

330,034,311

 

 

 

 

1,498,993,442

 

Total assets

$

1,409,111,091

 

 

 

$

200,585,455

 

 

 

$

51,690,062

 

 

 

$

1,661,386,608

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

14,112,412

 

 

 

$

2,681,695

 

 

 

 

 

 

 

$

16,794,107

 

Related party payable

 

17,774,815

 

 

 

 

256,715

 

(2)

 

 

 

 

 

 

18,031,530

 

Accrued expenses

 

17,358,515

 

 

 

 

17,921,444

 

(3)

 

 

 

 

 

 

35,279,959

 

Current maturities of long-term debt

 

 

 

 

 

783,000

 

 

 

 

(783,000

)

(e)

 

 

 

Current operating lease liabilities

 

1,562,964

 

 

 

 

 

 

 

 

147,802

 

(c)

 

 

1,710,766

 

Current tax receivable agreement

 

10,146,135

 

 

 

 

 

 

 

 

 

 

 

 

10,146,135

 

Deferred revenue

 

 

 

 

 

1,731,255

 

 

 

 

 

 

 

 

1,731,255

 

Total current liabilities

 

60,954,841

 

 

 

 

23,374,109

 

 

 

 

(635,198

)

 

 

 

83,693,752

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, net of current maturities

 

427,287,919

 

 

 

 

77,860,032

 

 

 

 

(77,860,032

)

(e)

 

 

427,287,919

 

Line of credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncurrent operating lease liabilities

 

8,470,264

 

 

 

 

33,374

 

 

 

 

1,203,233

 

(c)

 

 

9,706,871

 

Tax receivable agreement, net of current portion

 

220,237,348

 

 

 

 

 

 

 

 

 

 

 

 

220,237,348

 

Deferred tax liability

 

 

 

 

 

2,799,393

 

 

 

 

(2,799,393

)

(d)

 

 

 

Other liabilities

 

889,371

 

 

 

 

50,000

 

(4)

 

 

 

 

 

 

939,371

 

Total noncurrent liabilities

 

656,884,902

 

 

 

 

80,742,799

 

 

 

 

(79,456,192

)

 

 

 

658,171,509

 

Total liabilities

$

717,839,743

 

 

 

$

104,116,908

 

 

 

$

(80,091,391

)

 

 

$

741,865,260

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized and 78,084,846 issued and outstanding as of March 31, 2021; 2,000,000,000 shares authorized and 71,244,682 issued and outstanding as of December 31, 2020

 

7,809

 

 

 

 

 

 

 

 

1,005

 

(f)

 

 

8,814

 

Class V common stock, $0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of March 31, 2021 and December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

839,589,351

 

 

 

 

 

 

 

 

228,636,942

 

(f)

 

 

1,068,226,293

 

Accumulated other comprehensive (loss) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

(191,725,614

)

 

 

 

 

 

 

 

 

 

 

 

(191,725,614

)

Total stockholders' equity

$

647,871,546

 

 

 

$

-

 

 

 

$

228,637,947

 

 

 

$

876,509,493

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members' equity

 

 

 

 

 

96,468,547

 

 

 

 

(96,468,547

)

(g)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity attributable to non-controlling interests

 

43,399,802

 

 

 

 

 

 

 

 

(387,947

)

(f)

 

 

43,011,855

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity and members' equity

$

1,409,111,091

 

 

 

$

200,585,455

 

 

 

$

51,690,062

 

 

 

$

1,661,386,608

 



Exhibit 99.3

 

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021
(UNAUDITED)

 

 

REPAY Historical

 

 

 

BillingTree Historical

 

 

 

Adjustments

 

 

 

Combined Pro Forma

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

$

47,520,496

 

 

 

$

14,064,651

 

 

 

$

1,079,151

 

(h)

 

$

62,664,298

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other costs of services

 

12,474,808

 

 

 

 

2,379,269

 

 

 

 

58,213

 

(h)

 

 

14,912,290

 

Selling, general and administrative

 

23,393,367

 

 

 

 

5,989,500

 

(1)

 

 

(428,184

)

(h)(i)

 

 

28,954,683

 

Depreciation and amortization

 

17,792,994

 

 

 

 

3,273,953

 

 

 

 

3,899,380

 

(j)

 

 

24,966,327

 

Change in fair value of contingent consideration

 

2,648,786

 

 

 

 

 

 

 

 

 

 

 

 

2,648,786

 

Total operating expenses

 

56,309,955

 

 

 

 

11,642,722

 

 

 

 

3,529,410

 

 

 

 

71,482,087

 

(Loss) Income from operations

 

(8,789,459

)

 

 

 

2,421,929

 

 

 

 

(2,450,259

)

 

 

 

(8,817,789

)

Other (expense) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(1,183,357

)

 

 

 

(1,084,127

)

 

 

 

1,084,127

 

(k)

 

 

(1,183,357

)

Loss on extinguishment of debt

 

(5,940,600

)

 

 

 

 

 

 

 

 

 

 

 

(5,940,600

)

Change in fair value of warrant liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Change in fair value of tax receivable liability

 

1,042,733

 

 

 

 

 

 

 

 

 

 

 

 

1,042,733

 

Other income

 

28,147

 

 

 

 

 

 

 

 

 

 

 

 

28,147

 

Other loss

 

(9,080,410

)

 

 

 

 

 

 

 

 

 

 

 

(9,080,410

)

Total other (expense) income

 

(15,133,487

)

 

 

 

(1,084,127

)

 

 

 

1,084,127

 

 

 

 

(15,133,487

)

(Loss) income before income tax expense

 

(23,922,946

)

 

 

 

1,337,802

 

 

 

 

(1,366,132

)

 

 

 

(23,951,276

)

Income tax benefit (expense)

 

5,941,773

 

 

 

 

(509,666

)

 

 

 

339,308

 

(l)

 

 

5,771,415

 

Net (loss) income

$

(17,981,173

)

 

 

$

828,136

 

 

 

$

(1,026,824

)

 

 

$

(18,179,861

)

Less: Net (loss) income attributable to

   non-controlling interests

 

(2,187,272

)

 

 

 

 

 

 

 

(124,905

)

(m)

 

 

(2,312,177

)

Net (loss) income attributable to the Company

$

(15,793,901

)

 

 

$

828,136

 

 

 

$

(901,919

)

 

 

$

(15,867,684

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per Class A share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

$

(0.21

)

 

 

 

 

 

 

 

$

(0.09

)

 

 

$

(0.18

)

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

76,602,759

 

 

 

 

 

 

 

 

 

10,051,302

 

 

 

 

86,654,061

 



Exhibit 99.3

 

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020
(UNAUDITED)

 

 

REPAY Historical

 

 

 

BillingTree Historical

 

 

 

Adjustments

 

 

 

Combined Pro Forma

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

$

155,035,943

 

 

 

$

51,653,809

 

 

 

$

4,188,276

 

(h)

 

$

210,878,028

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other costs of services

 

41,447,056

 

 

 

 

8,618,089

 

 

 

 

288,459

 

(h)

 

 

50,353,604

 

Selling, general and administrative

 

87,301,814

 

 

 

 

23,896,082

 

(1)

 

 

(2,225,218

)

(h)(i)

 

 

108,972,678

 

Depreciation and amortization

 

60,806,659

 

 

 

 

12,395,587

 

 

 

 

16,324,413

 

(j)

 

 

89,526,659

 

Change in fair value of contingent consideration

 

(2,510,000

)

 

 

 

 

 

 

 

 

 

 

 

(2,510,000

)

Total operating expenses

 

187,045,529

 

 

 

 

44,909,758

 

 

 

 

14,387,655

 

 

 

 

246,342,942

 

(Loss) Income from operations

 

(32,009,586

)

 

 

 

6,744,051

 

 

 

 

(10,199,379

)

 

 

 

(35,464,914

)

Other (expense) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(14,445,000

)

 

 

 

(4,836,538

)

 

 

 

4,836,538

 

(k)

 

 

(14,445,000

)

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Change in fair value of warrant liabilities

 

(70,827,214

)

 

 

 

 

 

 

 

 

 

 

 

(70,827,214

)

Change in fair value of tax receivable liability

 

(12,439,485

)

 

 

 

 

 

 

 

 

 

 

 

(12,439,485

)

Other income

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Other loss

 

(2,985

)

 

 

 

 

 

 

 

 

 

 

 

(2,985

)

Total other (expense) income

 

(97,714,684

)

 

 

 

(4,836,538

)

 

 

 

4,836,538

 

 

 

 

(97,714,684

)

(Loss) income before income tax expense

 

(129,724,270

)

 

 

 

1,907,513

 

 

 

 

(5,362,841

)

 

 

 

(133,179,598

)

Income tax benefit (expense)

 

12,358,025

 

 

 

 

(384,194

)

 

 

 

1,125,253

 

(l)

 

 

13,099,084

 

Net (loss) income

$

(117,366,245

)

 

 

$

1,523,319

 

 

 

$

(4,237,587

)

 

 

$

(120,080,513

)

Less: Net (loss) income attributable to

   non-controlling interests

 

(11,769,683

)

 

 

 

 

 

 

 

(486,562

)

(m)

 

 

(12,256,245

)

Net (loss) income attributable to the Company

$

(105,596,562

)

 

 

$

1,523,319

 

 

 

$

(3,751,025

)

 

 

$

(107,824,268

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per Class A share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

$

(2.02

)

 

 

 

 

 

 

 

$

(0.37

)

 

 

$

(1.73

)

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

52,180,911

 

 

 

 

 

 

 

 

 

10,051,302

 

 

 

 

62,232,213

 



Exhibit 99.3

 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Description of the Acquisition and basis of presentation

 

Description of the Acquisition

 

On June 15, 2021, the Company acquired all of the equity interests of Target, pursuant to the Merger Agreement. Following the Acquisition, the Company contributed the subsidiaries of Target, including Electronic Payment Providers, LLC d/b/a BillingTree, to its indirect subsidiaries, consistent with the treatment of other Company operating companies. Pursuant to the Merger Agreement, the Company paid aggregate consideration at closing of approximately $506.6 million, consisting of approximately $278.3 million in cash from the Company’s balance sheet and 10,051,302 shares of newly issued Class A common stock, representing approximately 10% of the voting power of the Company’s outstanding shares of common stock.

 

BillingTree, founded in 2003 and headquartered in Scottsdale, AZ, is a leading provider of omni-channel, integrated payments solutions to the Healthcare, Credit Union, Accounts Receivable Management, and Energy industries. Through its technology-enabled suite of products and services, including a variety of payment channels and reporting capabilities, BillingTree helps organizations get paid faster and more efficiently.

 

Basis of Presentation

 

BillingTree constitutes a business, with inputs, processes, and outputs. Accordingly, the Acquisition constitutes the acquisition of a business for purposes of ASC 805, and due to the changes in control from the Acquisition is accounted for using the acquisition method.

 

Under the acquisition method, the acquisition date fair value of the gross consideration paid by REPAY to close the Acquisition was allocated to the assets acquired and the liabilities assumed based on their estimated fair values. Management has made significant estimates and assumptions in determining the preliminary allocation of the gross consideration transferred in the unaudited pro forma condensed combined financial information. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

 

The pro forma adjustments reflecting the consummation of the Acquisition are based on certain currently available information and certain assumptions and methodologies that REPAY believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments may be revised as additional information becomes available and alternative valuation methodologies are evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the differences may be material. REPAY believes that its assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the Acquisition contemplated based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

 

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Acquisition taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Company. They should be read in conjunction with the historical financial statements and notes thereto of REPAY and BillingTree.

 

2. Accounting Policies

 

The Company will perform a comprehensive review of BillingTree’s accounting policies. As a result of the review, management may identify differences between the accounting methodologies of REPAY and BillingTree, which, when conformed, could have a material impact on the financial statements of the Company. As such, the unaudited pro forma condensed combined financial information does not include comprehensive adjustments for accounting policy differences.

 


Exhibit 99.3

 

3. Estimated Preliminary Purchase Price Allocation

 

The preliminary consideration and allocation of the purchase price to the fair value of BillingTree’s assets acquired and liabilities assumed, as if the acquisition date was March 31, 2021 is presented below. REPAY has completed the preliminary detailed valuations necessary to estimate the fair value of the assets acquired and the liabilities assumed and, accordingly, the adjustments to record the assets acquired and liabilities assumed at fair value reflect the best estimates of REPAY based on the information currently available and are subject to change once additional analyses are completed. Furthermore, the final purchase price of the BillingTree is subject to the settlement of certain closing adjustment items pursuant to the Merger Agreement, including, among others, working capital adjustments.

 

Cash consideration

 

$

278,344,249

 

Stock consideration

 

 

228,250,000

 

Total purchase price

 

$

506,594,249

 

 

Cash and cash equivalents

 

$

5,298,543

 

Accounts receivable

 

 

13,856,056

 

Prepaid expenses and other current assets

 

 

685,502

 

Total current assets

 

 

19,840,101

 

Property, plant and equipment, net

 

 

569,399

 

Restricted cash

 

 

11,481,276

 

Other assets

 

 

1,076,025

 

Identifiable intangible assets

 

 

232,320,000

 

Total identifiable assets acquired

 

 

265,286,801

 

Accounts payable

 

 

(2,681,695

)

Accrued expenses

 

 

(19,959,414

)

Deferred tax liability

 

 

(28,123,217

)

Net identifiable assets acquired

 

 

214,522,475

 

Goodwill

 

 

292,071,774

 

Total purchase price

 

$

506,594,249

 

 

Intangible Assets. Intangible assets were identified that met either the separability criterion or the contractual-legal criterion described in ASC 805. The noncompetition agreements intangible assets represent the value of the existing noncompetition agreements for specific key personnel. The trade name intangible asset represents the BillingTree trade names, which was valued using the relief-from-royalty method. The developed technology intangible asset represents the software developed by BillingTree employees and contractors for the purpose of generating income for BillingTree, valued using the relief-from-royalty method. The merchant relationships intangible asset represents the existing customer relationships, valued using a discounted cash flow model using projected sales growth and customer attrition.

 

 

 

Fair Value

 

 

Useful life

Identifiable intangible assets

 

(in millions)

 

 

(in years)

Non-compete agreements

 

$

0.3

 

 

2

Trade names

 

 

7.8

 

 

Indefinite

Developed technology

 

 

26.2

 

 

3

Merchant relationships

 

 

198.0

 

 

10

 

 

$

232.3

 

 

 

 

Goodwill. Approximately $292 million of the purchase price has been allocated to goodwill. Goodwill represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable definite-lived intangible assets acquired. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill.


Exhibit 99.3

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

 

In accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 350, Goodwill and Other Intangible Assets, goodwill will not be amortized, but instead will be tested for impairment at least annually or more frequently if certain indicators are present. In the event management of the Company determines that the value of goodwill has become impaired, an accounting charge for impairment during the quarter in which the determination is made may be recognized.

 

4. Reclassifications of BillingTree’s Financial Statements

 

Certain historical financial information of BillingTree has been reclassified to conform to the presentation used by REPAY. These reclassifications include:

 

Unaudited Pro Forma Condensed Combined Balance Sheet

 

 

(1)

The reclassification of $540,000 from risk reserve deposit to other assets.

 

 

(2)

The reclassification of $256,715 of due to seller to related party payable.

 

 

 

 

(3)

The reclassification of $13,643,389 of settlement processing obligations to accrued expenses.

 

 

 

 

(4)

The reclassification of $50,000 of loss reserves to other liabilities.

 

Unaudited Pro Forma Condensed Combined Statement of Operations

 

(1)

The reclassification of $477,138 and $16,627 from acquisition related costs and other expense, net to selling, general and administrative for the three months ended March 31, 2021.  The reclassification of  $1,747,890 and $66,185 from acquisition related costs and other expense, net to selling, general and administrative for the year ended December 31, 2020.

 

 

5. Pro Forma Adjustments

 

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Acquisition and has been prepared for informational purposes only.

 

The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that are directly attributable to the Acquisition, factually supportable, and with respect to the statements of operations, expected to have a continuing impact on the results of the Company.

 

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

 

 

(a)

Represents the payment of cash consideration of $278.3 million to the Seller.

 

 

(b)

Reflects the adjustment of historical intangible assets acquired by the Company to their estimated fair values. As part of the preliminary valuation analysis, the Company identified intangible assets, including technology, trade names, non-compete agreements and customer relationships. The amount of total consideration paid, in excess of the identifiable intangibles assets and net tangibles assets represents the fair value of the goodwill. The fair value of identifiable intangible assets is determined primarily using the “income approach,” which requires a forecast of all of the expected future cash flows.

 

These preliminary estimates of fair value and estimated useful lives could differ from final amounts the Company will calculate after completing a detailed valuation analysis, and the difference could have a material impact on the accompanying unaudited pro forma condensed combined financial statements.


Exhibit 99.3

 

Customer relationships, net of amortization - carrying value

 

$

49,280,326

 

Customer relationships, net of amortization - fair value

 

 

198,000,000

 

Pro forma adjustment to customer relationships, net of amortization

 

$

148,719,674

 

  

Software, net of amortization - carrying value

 

$

29,722,553

 

Software, net of amortization - fair value

 

 

26,200,000

 

Pro forma adjustment to software, net of amortization

 

$

(3,522,553

)

 

Other intangible assets, net of amortization - carrying value

 

$

22,486,364

 

Other intangible assets, net of amortization - fair value

 

 

8,120,000

 

Pro forma adjustment to other intangibles, net of amortization

 

$

(14,366,364

)

 

Goodwill - carrying value

 

$

66,129,411

 

Goodwill - fair value

 

 

292,071,774

 

Pro forma adjustment to Goodwill

 

$

225,942,363

 

 

 

(c)

Represents the recognition of operating lease right-of-use assets and operating lease liabilities, in accordance

with the adoption of Accounting Standards Codification 842, Leases.

 

 

(d)

Reflects the adjustment of historical deferred tax liability (“DTL”) acquired by the Company to their estimated

fair value of the book to tax basis difference.  This balance is presented net of the deferred tax asset.

 

Deferred tax liability - carrying value

 

$

2,799,393

 

Deferred tax liability - fair value

 

 

28,123,217

 

Pro forma adjustment to Deferred tax liability

 

$

25,323,824

 

 

 

(e)

Represents the settlement of BillingTree’s outstanding debt upon closing of the Acquisition.

 

 

 

 

(f)

Represents the payment of equity consideration of $228.3 million by the Company to the Seller.  Additionally, the Company allocated $0.4 million of noncontrolling interests (“NCI”) to additional paid-in-capital, associated with the dilution of NCI ownership percentage as a result of the approximately 10 million shares issued as consideration for the Acquisition.

 

 

 

 

(g)

Represents the reversal of all member equity of BillingTree.

 

Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations

 

(h)

Represents the recognition of revenue, other costs of services and selling, general and administrative expenses for Stratus Payment Solutions, LLC (“Stratus”) and Clear Payment Solutions, LLC (“Clear”), which were acquired by BillingTree on March 15, 2021 and April 23, 2021, respectively.  These adjustments reflect the financial impact, as if Stratus and Clear were acquired on January 1, 2020.   Please see the unaudited statement of operations for Stratus and Clear, below.

 


Exhibit 99.3

 

 

 

Three months ended March 31, 2021

 

 

Year ended December 31, 2020

 

 

 

Stratus

 

 

Clear

 

 

Stratus

 

 

Clear

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro forma adjustment to revenue

 

$

569,956

 

 

$

509,195

 

 

$

2,427,203

 

 

$

1,761,073

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro forma adjustment to other costs of services

 

 

45,206

 

 

 

13,007

 

 

 

232,098

 

 

 

56,361

 

Pro forma adjustment to selling, general and administrative

 

 

212,265

 

 

 

158,150

 

 

 

1,031,451

 

 

 

460,029

 

Total pro forma adjustment operating expenses

 

 

257,471

 

 

 

171,157

 

 

 

1,263,549

 

 

 

516,390

 

Net Income

 

$

312,485

 

 

$

338,037

 

 

$

1,163,654

 

 

$

1,244,683

 

 

(i)

Represents the reversal of transaction-related expenses, management fees, share-based compensation and other non-recurring fees incurred by BillingTree, which would not have been incurred if the Acquisition occurred on January 1, 2020.

 

 

 

Three months ended March 31, 2021

 

 

Year ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

Transaction-related expenses

 

$

(504,576

)

 

$

(1,747,890

)

Stock compensation

 

 

(96,000

)

 

 

(425,904

)

Management fees

 

 

(250,000

)

 

 

(1,000,000

)

Other

 

 

51,977

 

 

 

(542,903

)

Pro forma adjustment to Selling, general and administrative

 

$

(798,599

)

 

$

(3,716,698

)

 

(j)

Represents the incremental amortization expense related to the new fair value of intangibles of the Company at the closing of the Acquisition.

 

For the three months ended March 31, 2021

 

Merchant Relationships

 

 

Developed Technology

 

 

Noncompete Agreements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value at the closing of the Acquisition

 

$

198,000,000

 

 

$

26,200,000

 

 

$

320,000

 

Useful life (years)

 

 

10

 

 

 

3

 

 

 

2

 

Amortization expense through March 31, 2021

 

 

4,950,000

 

 

 

2,183,333

 

 

 

40,000

 

BillingTree historical amortization expense

 

 

1,957,250

 

 

 

1,190,703

 

 

 

126,000

 

Pro forma adjustment to depreciation and amortization

 

$

2,992,750

 

 

$

992,630

 

 

$

(86,000

)

 

For the year ended December 31, 2020

 

Merchant Relationships

 

 

Developed Technology

 

 

Noncompete Agreements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value at the closing of the Acquisition

 

$

198,000,000

 

 

$

26,200,000

 

 

$

320,000

 

Useful life (years)

 

 

10

 

 

 

3

 

 

 

2

 

Amortization expense through December 31, 2020

 

 

19,800,000

 

 

 

8,733,333

 

 

 

160,000

 

BillingTree historical amortization expense

 

 

7,829,000

 

 

 

4,035,920

 

 

 

504,000

 

Pro forma adjustment to depreciation and amortization

 

$

11,971,000

 

 

$

4,697,413

 

 

$

(344,000

)

 

(k)

Represents the reversal of interest expense incurred by BillingTree, as BillingTree’s outstanding debt was settled upon closing of the Acquisition.


Exhibit 99.3

 

 

(l)

Represents the income tax benefit associated with the net loss attributable to the Company, based on an effective tax rate of 24.84% and 20.98% for the three months ended March 31, 2021 and year ended December 31, 2020, respectively.

 

(m)

Represents the allocation of net loss to the noncontrolling interests, based on a weighted-average NCI ownership percentage of 9.14% and 9.07% for the three months ended March 31, 2021 and year ended December 31, 2020, respectively.