Slide 1: Overview of REPAY Business Combination with Thunder Bridge Acquisition
REPAY Realtime Electronic Payments Overview of REPAY Business Combination with Thunder Bridge Acquisition, Ltd. May 2019
Slide 2: Disclaimer
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Slide 3: Table of Contents
Table of Contents |. Introduction & Transaction Overview Il. REPAY Overview Ill. REPAY Financial Overview Appendix
Slide 4: I. Introduction & Transaction Overview
|. Introduction & Transaction Overview
Slide 5: Attendees
Attendees John Morris CEO & Co-Founder As CEO, John Morris oversees the strategic direction of REPAY, including overall market strategy, new product development, sales and marketing, acquisitions and financial oversight Prior to REPAY, Mr. Morris served as the EVP of Sales and Marketing for Paylianc
Slide 6: Who We Are
Who We Are REPAY Realtime Electronic Payments A leading, omni-channel payment technology provider modernizing three diverse and underserved verticals — personal loans, automotive loans and receivables management — representing a market projected to grow to ¥$535 billion of annual total card payment
Slide 7: Proposed Transaction Overview
Proposed Transaction Overview ‘Transaction Structure) Valuation Cap Structure / PF Leverage 1) See “Transaction Summary" onside 33 nd“ 2}, See “Proposed Capitalization and Ovneshi 3) See “Income statement” on side 36 4) See “Adjusted EBITDA Reconciliation” on slide 37. Thunder Bridge Acquisition, Lt
Slide 8: Transaction Updates
Transaction Updates Private Placement Public Warrants Founder Warrants Reduction in Base Merger Consideration and Founder Promote Shares Minimum Cash Consideration Condition Newly raised PIPE of $135.0 mm in aggregate gross proceeds, at $10.00 per share, with founder warrants for certain investors (
Slide 9: Proposed Capitalization and Ownership
Proposed Capitalization and Ownership Proposed Pro Forma Capitalization at Closing lg Proposed Equity Capitalization Summary®) Proposed Sources Proposed Pro Forma Capitalization at Closing AL Closing- No Earn-Out Folover Eauty STBT share Price $1000 Party Cass AShares/UCUnis _S6Ounership spac cas 26
Slide 10: Q1 2019 Financial Update
Q1 2019 Financial Update (Siomm) Ey Card Payment Volume $2,439.3 $1,842. $597.3 32% Processing and Service Fees 243 209 35 17% Interchange and Network Fees 149 19 3.0 25% Total Revenue $39.2 $328 $65 20% Interchange and Network Fees 149 19 3.0 25% Other Cost of Services 64 72 (0.8) (11%) Gross Profi
Slide 11: II. REPAY Overview
Il. REPAY Overview
Slide 12: REPAY's Business Strengths and Strategies
REPAY’s Business Strengths and Strategies R E P As iY. . @ Capitalizing on the Large, Underserved Market Opportunities in Existing and New Verticals A Leading, Omni-Channel Card and Debit Payments Underpenetrated in Existing Verticals Payment Technology Provider REPAY Has Built a Leading Platform Ba
Slide 13: Capitalizing on the Large, Underserved Market Opportunities
Capitalizing on the Large, Underserved Market Opportunities in ry Existing and New Verticals REPAY’s three existing verticals represent ~$535bn of projected annual total card payment volume by 2020, of which ~$225 billion is projected annual debit payment volume Upside for increased penetration in e
Slide 14: Card and Debit Payments Underpenetrated in Existing Verticals
Card and Debit Payments Underpenetrated in Existing Verticals e REPAY’s verticals, Personal Loans, Automotive Loans and Receivables Management, are underpenetrated and lag other retail markets in migrating to card payments Card Payment Penetration Debit Market Volume Growth Significant Opportunity f
Slide 15: REPAY Has Built a Leading Platform Based on Vertical Expertise
REPAY Has Built a Leading Platform Based on Vertical Expertise Attractive value proposition to both merchants and end consumers drives strong client growth and penetration Merchants in Existing and New Verticals > a+ SSFoQ VY oso iit Consumers & Existing Verticals New Verticals = Accelerated payment
Slide 16: REPAY Platform Based on Vertical Expertise (cont.)
REPAY Has Built a Leading Platform Based on Vertical Expertise (cont.) @ REPAY’s model empowers both merchants and consumers, enabling it to become a leading and trusted payment brand REPAY Illustrative Personal Loan Platform Process } REPAY Instant Funding * Payment Processing Platform provides Con
Slide 17: REPAY Platform Based on Vertical Expertise (cont.)
REPAY Has Built a Leading Platform Based on Vertical Expertise (cont.) e REPAY’s omni-channel payment and electronic billing management platform significantly reduces complexity for merchants and enhances the consumer experience Web REPAY has 3 different web-based solutions, depending on whether mer
Slide 18: Next-Generation Technology Supported by Robust Infrastructure
Next-Generation Technology Supported by. Robust Infrastructure 8 Back-End Infrastructure Strong Relationships Proprietary Technology with Card Associations Jf @ and Agile Development Robust Processing a Back-End Integrations with Customers’ Relationships fe Infrastructure Software Systems Proprietar
Slide 19: Key Software Integrations Supplement Differentiated Sales Strategy
Key Software Integrations Supplement REPAY’s Differentiated Sales ry Strategy REPAY leverages a vertically tiered sales strategy supplemented by software integrations to drive new merchant acquisitions Sales Strategy / Distribution Model Software Integrations = Direct sales model that is structured
Slide 20: Attractive and Diverse Client Base
Attractive and Diverse Client Base e REPAY’s platform provides significant value to merchants offering lending solutions across industry verticals REPAY has successfully executed on its M&A strategy of identifying attractive opportunities in new verticals and entering them through acquisitions (e.g.
Slide 21: Demonstrated Ability to Acquire and Integrate Businesses
Demonstrated Ability to Acquire and Integrate Businesses REPAY’s proven acquisition strategy illustrates the value of the platform across verticals PaidSuite (Receivables) Paymaxx (Automotive) Already serving industry-leading merchants in Receivables Management vertical Second acquisition to solidif
Slide 22: Multiple Growth Opportunities
Multiple Growth Opportunities e REPAY’s leading platform and attractive market opportunity position it to build on its record of robust growth and profitability ° Broaden Addressable Market ° Execute on Existing Business ew Strategic M&A Future Market Expansion Opeartamnitien Strategic acquisitions
Slide 23: Successful Leadership Team With Deep Industry Expertise
Successful Leadership Team With Deep Industry Expertise REPAY’s leadership team has significant payment expertise and a track-record of success with high-growth technology platforms John Morris Shaler Alias Tim Murphy Jason Kirk CEO & Co-Founder President & Co-Founder cFO cro Susan Perlmutter Mike J
Slide 24: III. REPAY Financial Overview
Ill. REPAY Financial Overview REPAY
Slide 25: Financial Highlights
Financial Highlights REPAY’s model has enabled it to establish a highly attractive financial profile $8.0bn ~97% 0.19% Annual Card Impressive Volume High Quality Volume with Payment Retention!) Low Chargeback Rates) Volume() 27% 31% 86% Historical Processing and Histo! Cash Flow Service Fees CAGR* A
Slide 26: History of Strong and Continued Card Payment Volume Growth
History of Strong and Continued Card Payment Volume Growth Total Card Payment Volume ($ in bn) REPAY has generated strong, consistent volume growth, resulting in ~$7.5 bn in annual payment processing volume in 2018 \ \ $11.0 ~$112 431% Historical 22% Projected car cage gg. $75 $5.2 20178 20188 2o1s8
Slide 27: Historical and Forecasted Financials
Historical and Forecasted Financials Processing and Service Fees!) / Gross Profit?) Adjusted EBITDA®) Total Revenue (§ in mm) ($inmm) ($in mm) REPAY’s revenue growth has been strong, Gross margins are improving due to a Highly scalable platform will drive resulting in a 27% CAGR from 2016A ~ 20188 d
Slide 28: Operational Benchmarking
Operational Benchmarking 2020€ Adjusted EBITDA Growth!) ® square i 57% ca TT os ‘Average 12% Source: Capital 1 a5 of 5/17/2019, moified to rflect certain publicly available information and 8 Verticals has been calendarized for December year-end, "Note: Average metrics the mean ofthe peer group, excl
Slide 29: Valuation Benchmarking
Valuation Benchmarking 20198 EV / Adjusted EBITDA 2020€ EV / Adjusted EBITDA © square B Bp slobalpayments REPAY slobalpayments ae ‘Average 18.9x ‘Average 16.9x Source: Capita 1Q 35 of 5/17/2019, modified to reflect certain publicly avalable information and 8 Verticals hs been calendarize for Decembe
Slide 30: Leverage Benchmarking
Leverage Benchmarking Net Debt / Adjusted EBITDA” 36x 2.9% 21K 25x 19% : bial REPAY slobalpayments TSYS < © square ose Source: Capital IQ as of 5/17/2019, modified to reflect certain publi available information and 13 Verticals hs been calendarized for December year-end. "Not: First Data was omited
Slide 31: Investment Thesis
Investment Thesis Investment Highlights v¥_ Low volume attrition and low risk portfolio") v¥ 27%historical revenue CAGR based on Processing and Service Fees from 2016 — v Differentiated platform 2018A v Deeply integrated with customer base v¥ 31% Adj. EBITDA CAGR®) from 2016A -2018A v_ Recurring tra
Slide 32: Appendix
Appendix
Slide 33: Transaction Summary
Transaction Summary = Thunder Bridge Acquisition, Ltd. has entered into a definitive agreement to acquire REPAY = The transaction is intended to utlize an up-C structure and is expected to close Q2 2019 Thunder Bridge will become a Delaware corporation and as the post-closing company ("Pubco”) will
Slide 34: Proposed Capitalization and Ownership
Proposed Capitalization and Ownership Proposed Pro Forma Capitalization at Closing lg Proposed Equity Capitalization Summary®) Proposed Sources Proposed Pro Forma Capitalization at Closing AL Closing- No Earn-Out Folover Eauty STBT share Price $1000 Party Cass AShares/UCUnis _S6Ounership spac cas 26
Slide 35: Post-transaction Structure
Post-transaction Structure SPAC Public and Sponsor Shareholders and PIPE Investors Voting Rights; No Economic Rights Class A Voting and Economic Rights ucunits (Exchangeable for Thunder Bridge Class A)
Slide 36: Income Statement — Historical and Forecasted
Income Statement — Historical and Forecasted inn) ET ET Card Payment Volume $4,354 $5,248 $7,452 $2,439 $9219 $11,000- $11,200 YoY Growth 86% 21% 42% 32% 24% 19-22% Processing and Service Fees $51.3 $57.4 $82.2 $243 $100.7 $118 - $122 Interchange and Network Fees 31.0 369 478 149 58.5 Total Revenue:
Slide 37: Adjusted EBITDA Reconciliation — Historical
Adjusted EBITDA Reconciliation — Historical Adjusted EBITDA Reconciliation (Sin milions) ezoTok 27a | 201SA BM YTD Maria | VID Mars Net Income (Loss) ($0.5) $9.4 $10.5 $4.9 $0.2 Interest Expense 23 5.7 61 14 15 Depreciation and Amortization 37 75 10.4 29 24 EBITDA" $5.5 $22.6 $27.0 $9.2 $44 Loss on
Slide 38: Personal Loan Market is Stable
Personal Loan Market is Stable Although elevated charge-offs during the recession stemmed from the growth in the personal consumer loan balances, the overall balance of personal consumer loans remained relatively stable as demand for credit remained strong during the downturn Personal Consumer Loan
Slide 39: Comparables Benchmarking
Comparables Benchmarking Enterprise Multiptes Operating Statistics Leverage Value EV/EBITDA EBITDA % Growth Ratio Company Name — ($ mm) cy 19E CY 20E CY1S9E © CY20E. «= CY19E_-— CY 20E CY 18E REPAY $665 15.1x — 12.3x- 12.8x $44 $52-$54 20% © 18% - 23% 29x lobalgayments $28,735 178% 162% $1614 $1,779
Slide 40: Thunder Bridge Management
Thunder Bridge Management Peter Kight Executive Chairman, Thunder Bridge Peter Kight was the Founder, Chairman, and CEO of CheckFree until selling to Fiserv in December 2007 After the merger, Peter served as the Vice-Chairman for three years and then resided on Fiserv’s Board of Directors until 2012
Slide 41: Realtime Electronic Payments
Ra? Realtime Electronic Payments