Repay Holdings Corp 10-K/A, filed Apr 17, 2020

About this 10-K/A

Repay Holdings Corp (RPAY)

10-K/A 2020-04-17 For: 2019-12-31

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Added on April 10, 2026

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Repay Holdings Corp filed this 10-K/A on April 17, 2020, covering the fiscal year ended December 31, 2019.

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Delaware	98-1496050
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3 West Paces Ferry Road, Suite 200 Atlanta, GA	30305
(Address of principal executive offices)	(Zip Code)

Name	Age	Position
John Morris	51	Chief Executive Officer and Co-Founder, Director
Shaler Alias	40	President and Co-Founder, Director
Timothy J. Murphy	38	Chief Financial Officer
Jason Kirk	41	Chief Technology Officer
Susan Perlmutter	56	Chief Resource Officer
Michael F. Jackson	56	Chief Operating Officer
Tyler B. Dempsey	46	General Counsel
Jacob H. Moore	32	Executive Vice President, Corporate Development and Strategy
Peter J. Kight⁽³⁾⁽⁴⁾	64	Chairman
Paul R. Garcia⁽¹⁾⁽²⁾	67	Director
Maryann Goebel⁽¹⁾⁽⁴⁾	69	Director
Robert H. Hartheimer⁽¹⁾	62	Director
William Jacobs⁽²⁾⁽³⁾	78	Director
Jeremy Schein⁽²⁾	40	Director
Richard E. Thornburgh⁽³⁾⁽⁴⁾	67	Director
(1)Member of the audit committee (2)Member of the compensation committee (3)Member of the nominating and corporate governance committee (4) Member of the technology committee


Name and principal position	Year	Salary ($)⁽¹⁾	Bonus ($)⁽²⁾	Stock awards ($)⁽³⁾	Option awards ($)	Non-equity incentive plan compensation ($)⁽⁴⁾	Nonqualified deferred compensation earnings ($)	All other compensation ($)⁽⁵⁾	Total ($)
John Morris	2019	355,000	1,675,432	8,682,199	-	177,500	-	14,200	10,904,331
Chief Executive Officer	2018	355,000	-	-	-	125,000	-	14,200	494,200
Shaler Alias	2019	305,000	936,367	3,472,880	-	152,500	-	12,200	4,878,946
President	2018	305,000	-	-	-	125,000	-	12,200	442,200
Tim Murphy	2019	275,000	1,183,840	5,209,319	-	206,250	-	11,000	6,885,409
Chief Financial Officer	2018	215,050	107,525	-	-	-	-	8,602	331,177

(1)Amounts reflect annual base salary paid for the fiscal year. (2)For 2018, represents annual cash award under our Annual Cash Incentive Program. For a discussion of the determination of these amounts, please see the section below entitled “— Narrative Disclosure to Summary Executive Compensation Table – Annual Cash Incentive Compensation Program.” For 2019, represents cash transaction bonuses paid in connection with the completion of the Business Combination. (3) Amounts shown are the aggregate grant date (July 11, 2019) fair value of awards computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in such valuation, see Note 2 to our audited financial statements for the fiscal year ended December 31, 2019, included in our Annual Report on Form 10-K. (4)Represents annual performance-based cash incentives. For a discussion of the determination of these amounts, please see the section below entitled “— Narrative Disclosure to Summary Compensation Table — Annual Cash Incentive Compensation Program.” (5)Amounts reflect matching contributions made by the Company to each named executive officer’s 401(k) plan account.


	Option Awards					Stock Awards
Name	Number of Securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) exercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price (#)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested⁽¹⁾ (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested⁽²⁾ (#)
John Morris	-	-	-					366,338	5,366,852
Shaler Alias	-	-	-					146,535	2,146,738
Tim Murphy	-	-	-					219,803	3,220,114


Name	Fees earned or paid in cash ($)	Stock awards ($)⁽¹⁾⁽²⁾	Option awards ($)	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation on earnings ($)	All other compensation ($)	Total ($)
Peter Kight	21,250	170,000	-	-	-	-	191,250
Paul Garcia	21,250	170,000	-	-	-	-	191,250
Maryann Goebel	21,250	170,000	-	-	-	-	191,250
Robert Hartheimer	25,000	170,000	-	-	-	-	195,000
William Jacobs	25,000	170,000	-	-	-	-	195,000
Jeremy Schein	17,500	170,000	-	-	-	-	187,500
Richard Thornburgh	18,750	170,000	-	-	-	-	188,750

(1) The aggregate dollar value of the restricted stock units is based on $13.66 per share of Class A common stock on September 20, 2019. (2)The aggregate number of stock awards outstanding for each director as of December 31, 2019 is 2,445.


	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)		Available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity Compensation plans approved by security holders	1,818,675⁽¹⁾		N/A	4,372,762
Equity Compensation plans not approved by security holders	—	—		—
Total	1,818,675⁽¹⁾		N/A	4,372,762



			(1)			Represents shares of unvested restricted stock and restricted stock units outstanding under the Incentive Plan. Does not include shares of Class A common stock with respected to previously granted awards of restricted stock that were vested as of December 31, 2019.


Name	Class A common stock⁽¹⁾	% of Class	Class V common stock / Post-Merger Repay Units⁽²⁾	% of Class	Voting Power %⁽³⁾
Directors and Named Executive Officers:
John Morris⁽⁴⁾	845,312	2.1%	3,658,529	12.4%	6.4%
Shaler Alias⁽⁵⁾	315,979	*	3,318,073	11.2%	5.2%
Timothy Murphy⁽⁶⁾	401,914	1.0%	463,965	1.6%	1.2%
Paul R. Garcia	65,800	*	-	-	*
Maryann Goebel	-	-	-	-	-
Robert H. Hartheimer	70,169	*	-	-	*
William Jacobs⁽⁷⁾	-	-	225,202	*	*
Peter J. Kight	1,302,956	3.2%	-	-	1.9%
Jeremy Schein⁽⁸⁾	-	-	-	-	-
Richard E. Thornburgh⁽⁹⁾	16,600	*	-	-	*
All Directors and Executive Officers as a Group	4,149,556	10.3%	8,460,884	28.7%	18.0%
5% Stockholders
CC Payment Holdings, L.L.C.⁽¹⁰⁾	-	-	19,564,816	66.3%	28.0%
Neuberger Berman Group⁽¹¹⁾	4,004,058	9.9%	-	-	5.7%
Baron Small Cap Fund⁽¹²⁾	3,500,000	8.7%	-	-	5.0%
Monroe Capital Management Advisors, LLC⁽¹³⁾	2,500,000	6.2%	-	-	3.6%
Westwood Management Corp.⁽¹⁴⁾	2,171,257	5.4%	-	-	3.1%


	2019	2018
Audit Fees⁽¹⁾	$ 535,000	$ 150,000
Audit-Related Fees⁽²⁾	52,544	19,174
Tax Fees⁽³⁾	-	-
All Other Fees⁽⁴⁾	-	-
Total	$ 587,544	$ 150,000

Exhibit Number		Description

2.1†		Agreement and Plan of Merger, dated as of January 21, 2019, by and among Thunder Bridge, Merger Sub, Hawk Parent, and the Repay Securityholder Representative named therein (incorporated by reference to Exhibit 2.1 of Thunder Bridge’s Form 8-K (File No. 001-38531), filed with the SEC on January 22, 2019).
2.2†		First Amendment to Agreement and Plan of Merger, dated February 11, 2019, by and among Thunder Bridge, Merger Sub, Hawk Parent, and the Repay Securityholder Representative named therein (incorporated by reference to Exhibit 2.1 of Thunder Bridge’s Form 8-K (File No. 001-38531), filed with the SEC on February 12, 2019).
2.3†		Second Amendment to Agreement and Plan of Merger, dated May 9, 2019, by and among Thunder Bridge, Merger Sub, Hawk Parent, and the Repay Securityholder Representative named therein (incorporated by reference to Exhibit 2.1 of Thunder Bridge’s Form 8-K (File No. 001-38531), filed with the SEC on May 9, 2019).
2.4†		Third Amendment to Agreement and Plan of Merger, dated June 19, 2019, by and among Thunder Bridge, Merger Sub, Hawk Parent, and the Repay Securityholder Representative named therein (incorporated by reference to Exhibit 2.1 of Thunder Bridge’s Form 8-K (File No. 001-38531), filed with the SEC on June 20, 2019).
2.5		Securities Purchase Agreement by and among Repay Holdings, LLC and the direct and indirect owners of TriSource Solutions, LLC, as of August 13, 2019 (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on August 19, 2019).
2.6		Asset Purchase Agreement, dated as October 11, 2019, by and among Mesa Acquirer LLC, Repay Holdings, LLC, American Payment Services of Coeur D’Alene, LLC, North American Payment Solutions LLC, North American Payment Solutions Inc., David Ford and Phillip Heath (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on October 15, 2019).
2.7		Securities Purchase Agreement, dated as February 10, 2020, by and among Repay Holdings, LLC and the direct and indirect owners of CDT Technologies, LTD (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on February 10, 2020).
3.1		Certificate of Corporate Domestication of Repay Holdings Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 001-38531), filed with the SEC on July 17, 2019).
3.2		Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K (001-38531), filed with the SEC on July 17, 2019).
3.3		Bylaws of the Company (incorporated by reference to Exhibit 3.3 of the Company’s Form 8-K (001-38531), filed with the SEC on July 17, 2019).
4.1		Specimen Warrant Certificate of Thunder Bridge (incorporated by reference to Exhibit 4.3 of Thunder Bridge’s Form S-1 (File No. 333-224581), filed with the SEC on June 8, 2018).
4.2		Warrant Agreement, dated June 18, 2018, between Thunder Bridge and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of Thunder Bridge’s Form 8-K (File No. 001-38531), filed with the SEC on June 22, 2018).
4.3		Amendment of Warrant Agreement, dated July 11, 2019, between Thunder Bridge and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.5 of the Company’s Form 8-K (001-38531), filed with the SEC on July 17, 2019).
4.4		Description of Registrant’s Securities (incorporated by reference to Exhibit 4.4 of the Company's Form 10-K (File No. 001-38531), filed with the SEC on March 16, 2020).
10.1		Exchange Agreement, dated July 11, 2019, by and among the Company, Repay and the other holders of Class A units of Repay (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38531), filed with the SEC on July 17, 2019).
10.2		Tax Receivable Agreement, dated July 11, 2019, by and among the Company and the other Repay Unitholders (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38531), filed with the SEC on July 17, 2019).
10.3		Company Sponsor Stockholders Agreement, dated July 11, 2019, between the Company and CC Payment Holdings, L.L.C. (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on July 17, 2019).
10.4		Stockholders Agreement, dated as of July 11, 2019, among Repay Holdings Corporation and Thunder Bridge Acquisition LLC (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K (File No. 001-38531), filed with the SEC on July 17, 2019).

10.5		Founder Stockholders Agreement, dated as of July 11, 2019, between the Company, John A. Morris, Shaler V. Alias, The JAM Family Charitable Trust dated March 1, 2018, JOSEH Holdings, LLC and Alias Holdings, LLC (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on July 17, 2019).
10.6		Registration Rights Agreement, dated July 11, 2019, by and among the Company, Repay, and the Repay Unitholders (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on July 17, 2019).
10.7		Registration Rights Agreement, dated June 18, 2018, by and between the Company, the Sponsor and the holders party thereto (incorporated by reference to Exhibit 10.4 of Thunder Bridge’s Form 8-K (File No. 001-38531), filed with the SEC on June 22, 2018).
10.8		First Amendment to Registration Rights Agreement, dated July 11, 2019, by and among Thunder Bridge Acquisition Ltd. and Thunder Bridge Acquisition LLC (incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K (File No. 001-38531), filed with the SEC on July 17, 2019).
10.9		Revolving Credit and Term Loan Agreement, dated July 11, 2019, by and among TB Acquisition Merger Sub LLC, Hawk Parent Holdings LLC, the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto, and SunTrust Bank as Administrative Agent and the other parties thereto (incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K (File No. 001-38531) filed with the SEC on July 17, 2019).
10.10		First Amendment to Revolving Credit and Term Loan Agreement, dated as February 10, 2020, by and among Hawk Parent Holdings, LLC, the other borrowers and guarantors party thereto, the banks and other financial institutions and lenders party thereto, and Truist Bank, as administrative agent (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on February 10, 2020).
10.11		Repay Holdings Corporation Omnibus Incentive Plan, effective as of July 11, 2019 (incorporated by reference to Exhibit 10.10 to the Company’s Form 8-K (File No. 001-38531), filed with the SEC on July 17, 2019).
10.12		Amendment No. 1 to the Repay Holdings Corporation Omnibus Incentive Plan, effective as of September 20, 2019 (incorporated by reference to Exhibit 99.2 to the Company’s Form S-8 (Registration No. 233879), filed with the SEC on September 20, 2019).
10.13		Promissory Note, dated April 15, 2019 (incorporated by reference to Exhibit 10.1 to Thunder Bridge’s Form 8-K (File No. 001-38531), filed with the SEC on April 17, 2019).
10.14		Parent Sponsor Director Support Agreement, dated as of May 29, 2019, by Paul R. Garcia in favor of Thunder Bridge and Repay (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on May 29, 2019).
10.15		Sponsor Letter Agreement by and among Thunder Bridge, Sponsor, Repay and the Managing Member of the Sponsor, dated January 21, 2019 (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on January 22, 2019).
10.16		Amendment to Sponsor Letter Agreement, dated as of May 9, 2019, by and among Thunder Bridge, Sponsor and Repay (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on May 9, 2019).
10.17		Second Amendment to Sponsor Letter Agreement, dated as of May 29, 2019, by and among Thunder Bridge, Sponsor and Repay (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on May 29, 2019).
10.18		Form of Subscription Agreement between Thunder Bridge and the PIPE Investors named therein, dated as of May 9, 2019 (incorporated by reference to Exhibit 10.4 of Thunder Bridge’s Form 8-K (File No. 38531), filed with the SEC on May 9, 2019).
10.19		Form of Lock-Up Agreement between Sponsor and certain PIPE Investors, dated as of May 9, 2019 (incorporated by reference to Exhibit 10.5 of Thunder Bridge’s Form 8-K (File No. 38531), filed with the SEC on May 9, 2019).
10.20		Company Sponsor Support Agreement, by Corsair, dated January 21, 2019 (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K (File No. 001-38531), filed with the SEC on May 9, 2019.
10.21		Corsair Director Support Agreement, dated as of January 21, 2019, by Jeremy Schein (incorporated by reference to Exhibit 10.15 of the Company’s Form S-4 (File No. 001-38531), filed with the SEC on June 20, 2019).
10.22		Corsair Director Support Agreement, dated as of May 9, 2019, by Richard E. Thornburgh in favor of Thunder Bridge and Repay (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on May 9, 2019).
10.23		Company Equity Holder Support Agreement, dated as of January 21, 2019, by John A. Morris (incorporated by reference to Exhibit 10.17 of the Company’s Form S-4 (Registration No. 333-229616), filed with the SEC on February 12, 2019).

10.24		Company Equity Holder Support Agreement, dated as of January 21, 2019, by Shaler V. Alias (incorporated by reference to Exhibit 10.18 of the Company’s Form S-4 (Registration No. 333-229616), filed with the SEC on February 12, 2019).
10.25+		Employment Agreement, dated January 21, 2019, between M & A Ventures, LLC and John Morris (incorporated by reference to Exhibit 10.24 of the Company’s Form S-4 (Registration No. 333-229616), filed with the SEC on February 12, 2019).
10.26+		Employment Agreement, dated January 21, 2019, between M & A Ventures, LLC and Shaler Alias (incorporated by reference to Exhibit 10.25 of the Company’s Form S-4 (Registration No. 333-229616), filed with the SEC on February 12, 2019).
10.27+		Employment Agreement, dated January 21, 2019, between M & A Ventures, LLC and Timothy J. Murphy (incorporated by reference to Exhibit 10.26 of the Company’s Form S-4 (Registration No. 333-229616), filed with the SEC on February 12, 2019).
10.28+		Repay Holdings Corporation Form of Restricted Stock Award Agreement (Time Vested) (incorporated by reference to Exhibit 10.17 to the Company’s Form 8-K (File No. 001-38531), filed with the SEC on July 17, 2019).
10.29+		Repay Holdings Corporation Form of Restricted Stock Award Agreement (Performance Vested) (incorporated by reference to Exhibit 10.18 to the Company’s Form 8-K (File No. 001-38531), filed with the SEC on July 17, 2019).
10.30+		Repay Holdings Corporation Form of Restricted Stock Unit Agreement between the Company and the Grantee named therein (incorporated by reference to Exhibit 10.13 of the Company’s Form 10-Q (File No. 001-38531), filed with the SEC on November 14, 2019).
10.31+		Repay Holdings Corporation Summary of Non-Employee Director Compensation, as of September 20, 2019 (incorporated by reference to Exhibit 10.14 of the Company’s Form 10-Q (File No. 001-38531), filed with the SEC on November 14, 2019).
10.32*		Form of Indemnification Agreement between the Company and the Indemnitee named therein.
21.1		Subsidiaries of the registrant (incorporated by reference to Exhibit 21.1 of the Company's Form 10-K (File No. 001-38531), filed with the SEC on March 16, 2020).
23.1		Consent of Grant Thornton LLP (incorporated by reference to Exhibit 23.1 of the Company's Form 10-K (File No. 001-38531), filed with the SEC on March 16, 2020).
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
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101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

	Repay Holdings Corporation

April 17, 2020	By:	/s/ John Morris
		John Morris
		Chief Executive Officer