Repay Holdings Corporation

Greetings and welcome to today's earnings conference call being hosted by Repay. With us today are John Morse, co-founder and chief executive officer, and Tim Murphy, chief financial officer. During this call, we will be making four linking statements about our beliefs and estimates regarding future events and results. These four linking statements are subject to risks and uncertainties, including those set forth in the SEC filing related to today's results and in our most recent Form 10-K filed with the SEC. Actual results might differ materially from any forelinking statements that we may make today. The forelinking statements speak only as of today, and we do not assume any obligation or intent to update them, except as required by law. In an effort to provide additional information to investors, today's discussion will also include references to certain non-GAAP financial measures An explanation of these non-GAAP financial measures as well as reconciliation of these non-GAAP measures to the nearest GAAP financial measures can be found in our earnings group available on the company's IR site. I would now like to turn the call over to Mr. Morris. Please go ahead.

Thank you, operator, and good afternoon, everyone. We hope everyone is doing well and staying healthy. On today's call, I wanted to first give an update on our business in the third quarter. followed by a review of how we're executing on our growth strategy with some exciting business announcements. I'll then turn it over to Tim to discuss our third quarter financials and guidance for the remainder of the year. As you can see from our results, the value proposition for our business has continued to prove more evidence since the COVID-19 pandemic began almost eight months ago. For the third quarter, we reported 44% and 44% growth in card payment volume and gross profit, respectively. Similar to Q2 and in Q3, we experienced increased demand for our offerings in several of our businesses across existing and new clients as our customers have accelerated the implementation of electronic payment capabilities. The pandemic has proven that loan repayments are resilient. Borrowers place a very high priority on staying current on their loan payments. The use of stimulus funds to pay down debt supports this belief. We've also continued to see significant shifts to electronic payments over the past few months. which has been and will continue to be a tailwind for our organic growth. Specifically, auto loan repayments have been very strong, which has been driven by an increase in auto lending and positive macro trends in the used car space. There's a lot of demand for used cars from people who are moving out of the cities or are more reluctant to use public transportation. Lower interest rates are contributing to the demand as well. Auto lenders are accepting more payments on cars and are seeing increased volumes, which benefits us. Our customers are wanting to use more of our channels and are looking for ways to engage consumers more efficiently. Digital engagement is one such ongoing trend, allowing customers to effectively reach consumers, which drives penetration for us in terms of electronic payments for auto loans. In the future, we also look to more actively address the prime lending market, including CAPTUS. Therefore, our TAM for auto is about $600 billion and is one of the fastest growing parts of our business. Our mortgage servicing business also performed very well in the quarter due to increased home buying and refinancing activity, along with low interest rates. This increased demand and low mortgage rates has sparked a boom in originations and mortgage service transfers, positioning us well to benefit. We've seen similar adoption trends in our B2B vertical. Businesses, especially enterprise clients we typically serve, have been forced to adopt electronic methods of payments, as well as automate their payments. That is a nice catalyst for accelerated growth in the future. Our instant funding product, which is our product that allows lenders to send funds directly to borrowers' bank accounts through eligible debit and prepaid cards, has also continued to see increased adoption as lenders and borrowers shift towards more electronic payments. So, overall, a strong quarter with positive trends. We made progress against all of our growth strategies during the quarter. We continued to execute on our existing business during the quarter by first expanding the usage and adoption of cars with our existing client base, as well as acquiring new merchants in existing verticals. To that end, we had some great client wins in the quarter driven by our direct sales force. These efforts were also aided by software integrations, of which we added 12 new partners during the quarter, mostly via acquisitions. This brought our total to 94 integrations at the end of September. When including the integrations from CPS payments, we now have a total of 119. We signed seven credit unions in Q3, bringing our total to 33, which represents approximately 340,000 collective members. I want to spend a few minutes discussing several of these integrations. In September, we announced a partnership with Advanced Business Computers of America to enhance our card payment acceptance and processing. ABCOA is a leading provider of software with real-time accounting for consumer finance companies. During the quarter, we also announced a partnership with CU Answers to integrate card processing for credit unions. CU Answers is a 100% credit union-owned data processing credit union service organization. They provide combined services to over 270 credit unions nationally, representing over 2 million members. On the mortgage servicing side, We're also very excited about our recently announced integration to Ellie Mae, the leading cloud-based loan origination platform provider to the mortgage industry. This partnership will enable mortgage originators with the ability to accept digital payments, enhance the customer experience, and drive efficiency for interim service loans. Ellie Mae has over 4,000 clients using their platform, so it could be a very large distribution opportunity for us with the potential to become one of our largest ISV partners. While we're on the topic of mortgage processing, we also recently announced a new service offering, STX, or Service Transfer Exchange, to automate loan transfer payments between mortgage servicers. STX automates the process of routing borrower payments from one lender to another when their mortgage servicing right is sold or transferred from one servicer to another. This product solves a real pain point for our target market by eliminating manual and paper-intensive processes standardizing the exchange of payment data and funds flow, reducing errors and costs for services, and creating a more seamless borrower experience. We are very excited about this new product as efficiency and accuracy are more important than ever in today's environment. Speaking of SDX, we also recently announced the formation of the SDX Advisory Board. initially comprised of six mortgage industry experts representing a variety of companies and leadership levels who all play the role in the mortgage service transfers between lenders. The goal of the S6 Advisory Board is to design and promote the implementation of operating standards to ensure consistency, recommend enhancements to products and services to improve workflows, and to promote participation and adoption of these standards throughout their networks. We also completed some important software integrations for our B2B business, with Stage 500 and Stage X3. This is adding on to our integrations with the Stage 100 and Stage 300 solutions. This technology integration between Repay and Stage 500 and Stage X3 will allow B2B merchants to easily and affordably accept payments with Level 3 processing for B2B transactions to save time and money. Moving on to our M&A, which continues to be a growth driver for our company. Our pipeline remains very active. There are many players out there that are great acquisition candidates for us. Ideal targets are high-growth businesses and large verticals that are underserved from a payment perspective, are integrated with software, have attractive margins, and have a need for our technology. On the topic of M&A, we recently closed the acquisition of CPS Payment Services, which affects all those boxes. CPS is a B2B and accounts payable automation technology provider, that facilitates the issuance, execution, and reconciliation of virtual card, enhanced ACH, ACH, and check payments through their integrated software platform, the CPS Payment Portal. CPS has developed a proprietary database of over 20,000 enrolled suppliers and serves an expanding base of over 160 enterprise clients across various sectors with deepest representation in healthcare, education, media, government, and hospitality. Additionally, CPS has integrations with over 25 ERP and accounting software platforms. CPS also has the opportunity to unlock significant growth potential by cross-selling its new total pay solution to capture greater wallet share across its existing client base. We are very excited about the acquisition as it immediately expands us into new verticals and greatly enhances our current B2B offering. Our ultimate goal for our B2B offering is to truly be a one-stop shop for our clients. We've set ourselves up to do that over the past 12 months, having capabilities on both the accounts receivable and accounts payable side. Taking that solution to the market in a comprehensive, one-stop way is something that not a lot of folks are doing. From a competitiveness standpoint, the B2B market is less competitive than some of our other markets. Over two-thirds of the opportunities that we win in this space are greenfield opportunities. And in that rare case where it's not a greenfield opportunity, we're winning because of the quality of our technology and the robustness of our platforms. Our B2B business now includes over 40 software integrations and a supplier network of over 50,000 plus. We expect to process card and enhance the ACH payment volume in excess of $4 billion annually, with accelerating growth ahead, including cross-sell opportunities with other parts of our B2B business. Our total addressable market in the B2B space is now $3.4 trillion, bringing our combined overall TAM to $4.7 trillion. We're putting a lot of resources behind our efforts in this vertical. With every acquisition we make in this vertical, we've been fortunate to get B2B payments to veterans who are helping us really bring together the strategy, unify the businesses and offerings, and will be instrumental in the long-term growth and the development of our larger strategy. To wrap up, I continue to be incredibly proud of our team for their hard work and dedication to growing this company and providing excellent service to our customers throughout this time. Our business has proven resilient, and our value has become even more apparent as we move into 2021. With that, I'll turn it over to Tim to discuss the financials in greater detail. Tim?

Thank you, John. Now let's move on to our Q3 financial results before I review our financial guidance for the remainder of 2020. In the third quarter, Repay delivered strong results across all of our key metrics. For the third quarter, card payment volume was $3.8 billion, an increase of 44% over the prior year's third quarter. Total revenue was $37.6 million, an increase of 43% over the prior year third quarter. TriSource, APS, Fantanix, and CPayPlus contributed approximately $10.2 million of incremental revenue during the third quarter. Moving on to expenses in the quarter. Other cost of services were $10.5 million compared to $6.8 million in the third quarter of 2019. The increase was primarily due to the additions of TriSource, APS, Fantanix, and CPay+. However, when excluding those additions, the amount was down in Q3. First profit was $27.1 million, an increase of 40% over the prior year's third quarter. On an organic basis, we saw gross profit growth in the high single digits compared to the third quarter of 2019. Please note that organic growth now includes TriSource. Organic growth was solid in July and September, but August was flat due to the lapping of a very strong August 2019 for personal loan repayments. Also, the increased mix shift to auto and the tri-source recovery resulted in slightly lower gross margins for the quarter. However, our September organic gross profit growth was in the low teens, and volume trends in October were strong, which provides us continued confidence in our mid to high teens organic growth outlook. SG&A was $28.6 million compared to $55.1 million in the third quarter of 2019. As a reminder, in the third quarter of 2019, we incurred transaction costs related to the business combination with ThunderBridge. Excluding the impact of those items, expenses were up year over year primarily due to commission restructurings completed during the quarter, increased hiring, share-based compensation, and added operating costs from our acquisitions. During the quarter, we modified sales commission plans for certain direct sales reps by making an upfront payment in exchange for the release of future commission rights associated with designated customer accounts. Given our balance sheet strength and the low multiples paid for these ongoing cash flow streams, we felt it was a very good use of capital. We may consider additional commission or partner residual restructurings in the future as we look to deploy capital in a productive and efficient manner. Third quarter pro forma net loss was 6.6 million compared to combined net loss of 41.4 million in the third quarter of 2019. The increase was mainly the result of general business growth and the impact of the aforementioned business combination expenses to net loss last year. Third quarter adjusted net income was $9.5 million or $0.12 per share, compared to adjusted net income of $10.4 million or $0.18 per share in the third quarter of 2019. The decrease was driven primarily by a pro forma tax adjustment in the current period, which we did not include in the prior year period, as well as a higher outstanding share count. Lastly, third quarter adjusted EBITDA was $15.6 million, an increase of 31% over the prior year third quarter. Third quarter adjusted EBITDA as a percent of the total revenue was 42% compared to 45% in the prior year third quarter. This increase in adjusted EBITDA as a result of organic growth and contributions from TriSource, APS, Fantanix, and CPay+. As a reminder, adjusted EBITDA margins from these acquired companies are slightly below our loan repayment business. However, they are typically growing faster and want to continue to invest in growth in the future. In mid-September, we closed an upsized public offering of common stock, where we sold approximately 14.4 million shares of repaid Class A common stock at a price to the public of $24 per share. All the net proceeds of this offering were used to acquire an equivalent number of LLC units from an entity controlled by Corsair Capital. Accordingly, the offering resulted in an aggregate increase to the company's public float of Class A common stock by approximately 14.4 million shares, but there was no increase to the total as-converted share count. As a result of this transaction, which included the full exercise of the over allotment option by the underwriter, Morgan Stanley, Coursera and its affiliated funds no longer hold an equity stake in the company. Coursera's private equity investment and repay occurred in September 2016. There's been a great four plus year relationship with the Coursera team. We want to thank them for all their contributions to helping us along the way. As John mentioned, on November 2nd, we announced the closing of the acquisition of CPS payments for up to $93 million, of which $78 million was paid at closing last week. The remaining $15 million may become payable depending upon the achievement of certain growth targets. The closing of the acquisition was financed with cash on hand. Our cash and liquidity positions remain very strong. As of October 31st, pro forma assuming $78 million was paid for CPS, we have $101 million of cash in the balance sheet, $30 million of undrawn rebar capacity, and $46 million of undrawn delayed draw terminal capacity for a total liquidity amount of $177 million. Our pro forma net leverage is now only 2.3 times, which is well below our current net leverage covenant level of five times. Please note that we recently amended our credit agreement with the only material change being to extend the availability period for the delayed draw term loan. As of September 30th, we had approximately 79.6 million shares outstanding on an as-converted basis. Our fully diluted share count, including uninvested shares, equaled approximately 82.2 million shares as of quarter end. Finally, moving on to our outlook for the remainder of the year. As I mentioned earlier, October volume trends have remained strong, providing us continued confidence in our mid- to high-teens organic growth outlook. However, we have continued to see increased mix shift to auto and recovery of our tri-source business, which is resulting in slightly lower margins. Our personal loan business, which typically has higher margins, has experienced some volatility over the past few months due to the introduction and then lack of stimulus benefits. We expect this volatility may continue while we're in this period of uncertainty around the economy and pandemic. Due to all these factors, we expect our gross profit margin in the fourth quarter to be more similar to the first quarter of this year. In addition, we expect adjusted EBITDA margins to be down slightly in the fourth quarter due to investments we are making in sales, product, and technology to set us up for continued growth in 2021. We have also added two months of contribution from CPS, However, please note there is seasonality in this business as it has some concentration in the media and education sectors, which means contribution in Q4 may not be equivalent to prior quarters. Finally, with only a quarter left to report, we thought it was best to narrow our guidance range to the following. Card payment volume to be between 14.75 billion and 15 billion. Total revenue to be between 148 million and 153 million. Gross profit to be between 110 and 113 million. and adjusted EBITDA to be between 63 and 65 million. As with prior quarters, this range assumes no further unforeseen COVID-related impacts, which could create substantial economic duress in the fourth quarter. Looking forward, with our several recent acquisitions, additional software integrations, new team members, and expanding addressable market, we continue to enhance our key growth levers to have significant momentum heading into 2021. I'll now turn the call back over to the operator to take the questions. Operator?

At this time, we will be conducting a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your hand tip before pressing these star keys. And our first question is from Craig Marr with Autonomous Research. Please proceed with your question.

Yeah, hi John, Tim, thanks. So first, what was the composition of your business in terms of revenue or EBITDA, however you want to present, between the different segments in your business? And as we head into 2021, I wanted to get some additional color on how you're thinking about the personal loan vertical. Obviously, stimulus is not a guarantee, and the volatility there, should we expect... that margins should continue to be under pressure if that vertical does not improve. Yeah, I'll leave it there. Thanks.

Hey, thanks, Craig. So the mix of the business was about 65% loan repayment, 20% B2B, and 15% other repayment. However, now with the CPS acquisition, that mix is shifting more toward B2B, so we expect that to be more like 65% loan repayment, excuse me, 60% loan repayment, 30% B2B, and 10% how they're going forward heading into next year. And then personal loans, you know, what happened this quarter is really a result of reduced originations in Q2. And we just saw less volume coming out of that origination dynamic. We have seen really positive trends in October where we've seen some of our larger personal lenders with more volume. And so we feel good about that and we're just monitoring it closely. And that's part of the commentary around where we expect to see margins in Q4, just given some of that lack of visibility with personal loans. But the trend in October has been positive. And it's something we're keeping a close eye on going into next year.

All right. Thank you.

And our next question is from Ramsey. Please proceed with your question.

Hi. Thanks for taking my question this evening. You mentioned some cross-sell opportunities with CPS. So maybe specific to CPS, but also just in terms of all the recent acquisitions you've done, can you sort of rank order for us or give us more color on the cross-sell opportunities and kind of maybe help us dimensionalize the degree to which that could have a noticeable impact next year?

Sure. Hey, so the first one is both CPP and CPS, we can take their AP solution and sell it to our customers within APS on the AR side. So there's been a lot of demand for that over time, and APS has not been able to deliver an AP solution to their customers where they're facilitating acceptance of card payments. And now those conversations are happening where they're offering both acceptance and AP. And similarly, for example, with some of CPS's customers, you know, maybe a large hospital system, for example, we could offer acceptance services and acquiring services. So I think it definitely goes both ways, and we're actually starting to have some of those discussions on both fronts and getting more organized internally around how we want to roll that initiative out in a cohesive way going into next year. So it's still fairly early with both of those, but we're starting to see dialogue happening within the sales force.

Okay. And I also wanted to ask you about, if you kind of, this is a bit of a higher elevation question, if you fast forward a few years, say five years, how do you think repay's business mix looks? I guess it's another way of asking, are you, while the M&A you're doing, are you solving for a particular end state? Are you looking to drive diversification in a certain direction? Or do you have just sort of a, you know, target areas that you can basically acquire and you're just, you're chasing kind of more opportunistic If that makes sense.

Yeah. I mean, I don't think we have a specific percentage we're solving for. You know, we certainly have diversified quite a bit in the last, you know, 12 to 15 months where, you know, loan repayments have come down as a percentage of the mix and B2B has increased, for example. And then even within loan repayments, we've seen auto become a much part of that, a bigger part of that mix. And now we see credit unions and mortgage increasing as well. And so that, you know, like I mentioned previously, you know, prior to CPS and CPP, it was probably 65, you know, 20, 15 in terms of loan repayments, B2B, and other. You know, today, pro forma with what we know now, it's probably 65, 25, and 10. And then, you know, into next year, that looks more like 60, 30, and 10, but 30 being B2B. And we see it shifting to B2B. It's just a very large addressable market with a lot of room to grow, but we're not necessarily solving for a specific percentage.

Yeah, Randy, this is John. Good afternoon. I'll add to that. The opportunity, as you probably say before, we have been watching, I had been watching B2B for probably 10 years, and the opportunity was there. If you remember, we inorganically bought APS last year, way before there was pandemic. And obviously the pandemic proved some of our theories correct on the acceleration of the shift of payments to digital. And we are seeing more and more of that. So we've been fortunate and blessed that it was a good area for us to go to. And it has all the attributes that we talk about. So the opportunities are there and we're chasing markets to try to achieve our organic growth rate, we think is a significant opportunity out there. But our current loan repayment vertical, as well as the B2B vertical, the organic opportunity is significant. We think it's got many years of runway left on that. We don't necessarily have to go to another vertical. If we find the opportunity to be there, we will. We look big picture very long term. We think there's a significant opportunity to continue to grow both of those. Without inorganic acquisition growth will probably be hard to change the mix if both are really growing well. But obviously, with acquisitions, it can change that mix. From there, it's just a matter of opportunities we see in the marketplace that really match who we are and what we think we can do. If you're listening to some of the attributes we look for from the software integration and the growth projections that we look for, and those opportunities.

Great. Thanks for the thorough answer.

And our next question is from . Please proceed with your question.

Thanks. First question, I guess, Tim, you talked about the air pocket as far as, like, stimulus and its implications of the fourth quarter. I guess as we look ahead to 2021, how are you planning for the year on that front? What does it mean for growth and investments if there is stimulus or if there isn't?

Yeah, so we are trying to focus on what we do best, which is provide high-quality technology to these underserved verticals and really, really strong direct sales force and customer service. And we've been investing from a sales and product perspective in auto. We think it's a very attractive opportunity. It's a very large market. And, you know, that's something we've been investing in. We've also been investing in B2B, not only through acquisitions, but now new hires with each of those acquisitions. And so we think that sets us up nicely. And we can't, you know, necessarily predict the stimulus or if there is stimulus or timing of it. But what we can do is just monitor our top customers very closely and look for trends like we saw in October related to personal lenders, for example, and try to get a sense by looking at some market research and also having discussions with those customers about what's underlying those trends and if that's something we should be projecting. So just trying to get our arms around as much data as possible to inform what scenarios could look like with and without stimulus and timing of that, but also just investing, the key investments are focused on auto and B2B.

Okay. And you guys think you can hit your historical growth rates? I assume there will be some sort of stimulus. It's just a matter of how large or how small. I guess as we think about whether it's small or large, you guys think you can probably hit your long-term growth growth targets?

Yes. Yeah, we felt confident, like we talked about, in the mid- to high-teens organic growth longer-term outlook. We have a lot of avenues for growth. You know, in addition to auto and B2B, we talked about mortgage. You know, we've had a lot of really positive momentum in mortgage related to the Ellie Mae partnership and then the STX announcement And so that's another area. And then we've had really, really good success this year in credit unions. We signed seven in the most recent quarter. And we have a lot of targets out there just through our partnerships we've announced in that space. We now have three partnerships. So I think what we're trying to do is either organically or through acquisition, set ourselves up with a lot of different avenues for growth. And if one part of the business is down, then other parts of the business will be up. And that gives us the confidence that combined organic growth outlook I just mentioned.

Okay, perfect. Just one follow-up for John. Maybe just could you talk to the pipeline of M&A, like size and sort of where you're looking? It sounds like B2B is an area, but maybe you could just characterize it a little bit more.

Sure. Let me also kind of follow on Tim's last comment as well. Listen, we're trying our best to be transparent with everything we can see versus just not giving any type of numbers and statistics You know, drawing guidance and things like that, we're trying our best here. But also, you know, what we're also looking out is, you know, to have a complete absolute shutdown again, you know, that's something that could be significant to everybody, all public companies, right? So we're not seeing that, and we're hoping, praying that doesn't exist again. But that could have an impact on how we see things happening in 2021, obviously. But now on the M&A pipeline, it is very actionable from what we see. We have been blessed to be very acquisitive in the last, you know, since we were public. We've done five acquisitions. We see some good opportunities out there still. And we obviously will have to do homework on those from a numbers perspective. We don't really want to forecast those. We never like to forecast that we have to do an acquisition We're very particular and very specific about that. As you can see, what we've done in the past. And we're also very measured on how we want to make sure we incorporate those into our organization. So we look for these attributes. We see some and several in the marketplace with those attributes that they're coming to market. We're also going to be patient and be diligent with our shareholders' money. So we are excited, though. There can be some opportunities out there.

Thank you. Appreciate it.

And our next question is from Andrew Jeffrey with SunTrust. Please proceed with your question.

Hey, good afternoon, guys. Appreciate you taking the question. You know, I think the mixed conversation is an interesting one, especially as we start to think about mortgage and this LE integration. John, can you give us a sense as to when you think you might be able to talk about some pretty significant mortgage payment volume? I assume maybe some of that STX revenue is in the 10% that you talked about, but I'm wondering when you think that's a vertical for, you know, you're going to be discussing in more detail from a payment perspective.

Yeah, sure. So we are very excited about that. If you think about, we haven't seen anything like the exchange that we're kind of putting together there. We think that's a long-term, very value creation opportunity for us in the entire industry. It just really solves a lot of pain points and eliminates a lot of friction there. But it also allows us the opportunity to gain additional, you know, foothold in solving other payment solutions and needs for those specific lenders. And I would not say to us that's a longer-term investment, meaning over the next couple of years. So I ask you to be patient with us there because we see a significant opportunity and create significant shareholder value long-term and integrations as we move into creating and developing that asset over time. So not an immediate term, enormous bump, but we do see activity happening and we see conversations happening. And we're looking as we kind of move through, you know, the first part of 2021, we see additional wins out there, but also moving into 2022, we think there's even more opportunity as we build that out. A mortgage, especially when it involves large banks, will take time. Those are longer sales cycles and decisions, which is why you kind of hear me say, let's be measured. in that, but we do think it's a really wise use of dollars.

Okay. Yeah, it's an exciting opportunity. On the personal loan front, which, and please correct me if I'm mischaracterizing this, but to the extent that there's current organic revenue growth deceleration, it seems like it's coming from that line of business, which is still 60% pro forma. So, did demand or support You know, is this an underwriting issue or is it a consumer demand issue?

Well, to clarify, within the 60% to 65% loan repayment, personal loans is just a part of that. So it's probably about 30%. The rest, the balance of that is auto, and then there's a small portion still that's credit unions, mortgage, and then our Canadian business. So personal loans is just a part, probably about half, maybe a little less than half of that total loan repayment business. And I think that when there was a lot of stimulus dollars out there, when the CARES Act really started flowing money out and the enhanced unemployment benefits were happening throughout April and May and maybe into June, there was a lot of excess cash. And so consumers were paying their loans, but there wasn't a lot of demand. And so originations were down and they were down because of consumers were flush with cash and also lenders were tightening credit, you know, tightening underwriting standards. However, what we see and what we think now is becoming a trend in our data is when the stimulus benefits ran out at the end of July or early August, demand picked back because there wasn't as much cash in the system and consumers needed personal loans. And so those originations that have started to occur in August and September are now resulting in repayments. And we think that's what we started to see at the end of September into October. And that's kind of a trend that we have probably need a little bit more time to understand if that truly is a trend and will last. So I think that's how we've seen it play out. Certainly the CARES Act direct payments to individuals helped with repayment volume, but potentially hurt originations. And that's what we felt this quarter. And it's just a little bit higher margin. So even though our volume held strong, that was really driven by auto and the tri-source recovery. But auto is a slightly lower margin than personal loans. And then tri-source is lower margin as well.

Okay. So just so I'm 100% clear, to the extent that demand for personal loans has come back, you don't have a strong sense that it's being blunted in any way by tighter underwriting standards?

No, I think it's, you know, there may have been a short period where that happened, but I think that our lenders started originating loans more aggressively, like I said, in August and September, and we're starting to see the repayment volume on that now. Okay. Thanks. That's helpful.

From what we can understand, and again, remember, we're not a lender in that particular piece of our book, it's a demand issue, right? That's a good thing overall for consumers. It means they have more cash, they were spending less cash, but we also think that that doesn't take long to turn. Right. Makes sense. Okay.

And our next question is from Peter Heckman with Davidson. Please proceed with your question.

Hey, good afternoon. Thanks for taking the question. Just to clarify, trying to back into some numbers here, but I think you've lapped TriSource and then within the quarter you'll lap the CPS. And so in terms of thinking about just the amount of acquired revenue in the fourth quarter, something in the, you know, five, six, seven million, or four, five, six, seven million dollars. Is that about the right range?

Yes. In terms of the incremental revenue, that sounds about right. But, you know, we'll be, we've included TriSource in our organic growth numbers for Q3 and basically proformed them for Q3 of 19. And then, yes, we'll do the same thing with APS in Q4. So, they'll both be in the Q4 numbers.

Got it, got it. Okay, that makes sense. And then just in terms of that opportunity with the captives, can you remind us when Mercedes Benz was contributing a full quarter and how would you kind of size or think about the rest of the captives and are there some current prospects you think are relatively higher probability for the next, let's say, couple quarters?

That was, we started processing with them in May. And so they have been just continuing to ramp up and add volume each month. And so that's been going really well. We're seeing that continue each month. And that, you know, we are trying to have discussions with other captives just through our network of relationships in the auto space and our relationship with the card brands. And others, as you well know, those are really long sales cycles, and we have to sort of make sure that we're in the renewal discussions, and they may put out RFPs. We're trying to get ahead of that and make sure we're in those discussions, and so that's where we are in terms of additional captives. But Mercedes relationships now, we've now been processing with them for about, I guess, four or five months, and it's gone really well.

Good deal. I appreciate it. Thank you.

And our next question is from Joseph Baffey with Canaccord. Please proceed with your questions.

Hey, guys. Good afternoon. I was wondering if we could maybe just kind of switch over to the integration side of the business, you know, Clearly, a lot of M&A activity. Maybe get some thoughts here on, I guess, to a certain degree, cost synergies from here on acquisition activity. And I know you're putting stakes in the ground in some different payment volume areas of the economy. So also just wondering, to the extent, that, you know, that provides or does not provide capability for, you know, more kind of tightly integrated technology integration on the back end. And then I'll have a quick follow-up.

This is a question about just integration of acquisitions.

Yeah, integration. I mean, you know, the business side and, you know, if you look across your business and the potential for kind of, you know, integrating the various payment buckets into perhaps a single platform or do you think you've got to run a lot of different stacks to address some of these different payment areas that you're focused on at this point?

Yeah, sure. This is John. I'll take that. So actually our integrations in the last 12 months are actually on track and on target. We starting with the APS, Fantanix, and then CPay Plus. The first two have gone well, and we've integrated most of those through operationally. Then there's a few things we were changing on APS on the back end, clearing a somewhat piece over to our TriSource platform, since they're more of an acquiring asset. That has been successfully done, so we're looking forward to you know, going into 2021 with most of those pieces already integrated in. And I think it's a great point on the technology piece. You know, we do feature parity. We actually have – we go in and look from a Workstream perspective. We lay out Workstream for all of our acquisitions to determine how we integrate them. And as I said, they're all on the back from that perspective. But on the technology side, we also do work streams around feature parity to understand how we get to stop sale and ultimately sunset. We are on track with all of those assets. Sometimes some of those, we're picking up some really good technology, and then we're also picking up some key integrations. So integrations will be as important as you, even with technology, you have to work through your integrations. Those are critical to the whole process. seamless piece of the payment piece that we do. So those work streams are going well as well. We, in the B2B on the AP automation side, we think there's opportunity to consolidate some technology there. And then, as you heard me say as well, to come together with a kind of one-stop shop and put those pieces together. That'll take us a little while to put the one-stop shop piece together as well. There's integrations around some of that, but we see demand. We talked about earlier on this call the cross-sell opportunity between the AR and the AP side and on the B2B side. So we're seeing that. And our Bintanix acquisition, as you heard us talk about there, some of the mortgage, the intelligent routing, some of the platform pieces of that, it's merely going to be additional features to plug into our overall technology because it does several great things that we we needed the ability to do that. So very complimentary. That becomes part of our entire technology stack. So we continue to work all our work streams there, and our overall goal is to consolidate technology that makes sense, that ad technology that we buy that is superior or complements well, and then obviously sunset technology that possibly duplicates what we already do. What's unique about us, and I want to reiterate this, is We are a payment processor that also has superior financial technology integrated into the ERP systems. We have the ability to move and settle funds. We own our clearing and settlement engine on the card side as well as we own our own clearing and settlement engine on the ACH side and our ability to even print mail as well as checks. So we have a total end-to-end solution there as we continue to put our pieces and parts together with some of our acquisitions. We'll continue to finish that out and build those out in 2021. Overall, everything looks very good, and we're excited about the people as much as the technology assets in this. I want to stress that we've said before, we don't always have OPEX synergies when we are acquiring fast-growing companies, and we're a fast-growing company. We acquire great people who help us continue to accelerate growth there. So this is why you very suddenly will see us forecast any kind of op-ed synergies. Most of the time it will be some type of processing synergy on that side. And you'll obviously see us invest in technology because we think that's part of the winning formula, the moat that we'll build around our business and provide excellent solutions there.

Sure, that's helpful. Thanks, John. And then Just quickly, kind of the outlook for, let's call it organic integrations, if you're looking into next year, some commentary around that, and then, you know, I guess, you know, penetration, end-user penetration in terms of your existing integrations and the opportunity there. Thanks.

In terms of software integrations, you know, we now have, you see that we've been able to accelerate those in recent quarters just because we have a lot more verticals to address. And then each of those verticals has their own, you know, unique software partners. And so that's something we've placed a lot of focus on recently and putting resources toward that. And so we think that's going to really benefit us longer term. And a lot of those now are coming from our acquisitions because we're helping them with resources. You know, oftentimes we find during diligence that, There's partners that they want to have but just have not been able to get them across the finish line or for various reasons not been able to actually sign them up, and we're now helping them do that. And so we think that's just one other example of being able to accelerate growth with these businesses for acquiring. And so, you know, there's – in terms of the penetration question, you know, a lot of them – offer electronic payments within their customer base. There's a provider or several providers, but maybe not as focused on the particular vertical or not providing all the different channels we have from a payment perspective. For example, mobile or web or IVR may just be a simple web-based or phone transaction without the other channels. That's how we see ourselves gaining share and increasing penetration in a lot of these different partnerships. So That's definitely a key distribution avenue for us, and it's something that we're very focused on.

Yeah, I want to add to that. All of you, most of you, since you've known us, we've probably over-doubled that software integration partner list. With CPS, we're now at 119. Obviously, some of those were through acquisitions, but we think that's substantial. As we continue to build that out, that represents lots of prospective customers inside of each one of those integrations. And I also want to emphasize we continue to build out our supplier network. We're now over 50,000 of those with our recent acquisitions. We think that's going to be a great opportunity over time as we look to continue to build those out. That'll have some long-term benefits to it as that network builds over time. That'll create some I'm not sure it's really cross-sell opportunities as much as it creates some opportunity to need to enhance existing customers or future customers as we bring them on if we already have a supplier network that services many of those.

Great, guys. Thanks very much for that follow-up.

Our next question is from Bob Napoli with William Blair. Please proceed with your question. Thank you. Good afternoon.

Question on the mortgage business. Can you give a little more color on exactly what that, you know, the servicing, the transfer servicing and the revenue stream, the recurring nature of the revenue stream and the opportunity that you see with the likes of LMA? I mean, are you competing with Black Knight in that business? Who are they? I don't know what color would be helpful.

Sure. So Black Knight is actually a software partner of ours. So they provide software to mortgage servicers. And so they're considered a software partner, just like Ellie Mae is more focused on originations. So those would all be partners of us, not necessarily competitors. And right now, there's a lot of ACH payments happening there. You know, it's become electronic, but it's still pretty heavy ACH. We are, you know, one of our initiatives is to convert some of that to card and increase card penetration, which would be hard for us. And so it's a per transaction based revenue model. We want to convert it to more of a volume based revenue model. And then we would pay a referral fee to, for example, to a partner like an Ellie Mae or Black Knight. So Ellie Mae has about $4,000 mortgage originators using their platform. You know, we get involved in the kind of initial closing of the mortgage where there's maybe escrow fees or, um, appraisal fees. There's the first payment, you know, we would be involved in processing for that. And then there would be that, that would be transferred to a servicer most likely. And we could be processing the ongoing recurring payments with that servicer if they were our customer. Um, and so, Oftentimes, we're involved in that kind of complex refinancing activity, service transfer-related activity, where if it's not done correctly, it can create a lot of errors, and that's why we're trying to automate it and make it more efficient, and we get processing fees for that.

Okay. Thank you. Then a question on the B2B payments business and kind of the revenue and profit models between B2B The difference between the revenue streams on the AR business versus the AP automation business, like how much of that is, is there software revenue in the AR side, pure transaction on the AP side? How much difference is there in the revenue models for the AR and the AP side of the business?

So on the AR side, it's a typical merchant discount rate. So we're doing merchant acquiring for businesses and a business-to-business card-based transaction so very similar model where we're charging basis points on volume and then maybe a per transaction fee as well and then on the AP side we are also getting bits on volume but it's on the interchange and so the we're basically an issue on the issuing side where interchange is our revenue and then we pay processing partners and then have, you know, there's also rebates involved where you might pay rebates for virtual card usage, and that's the model there. So it's also similar in the sense that it's basis points on volume. It's not subscription-based or a flat fee per month, but it's the interchange part of the transaction where we're getting the revenue versus on the merchant acquiring side, it changes the cost to us.

Great.

And also... There's also the concept of enhanced ACH on the AP automation side, which would be a percentage of volume, and all that's designed for seamless automation, reconciliation, and data transfers. So that's a version of that on the AP side. There's some of that as well on the AR side. And then there's normal just ACH transfers where you may have large file transfers, and even potentially the mailing of checks, which is automated as well, but predominantly it's the first two.

And then, John, the instant funding piece that you're launching, what kind of penetration rate do you expect, and what's the pricing on the instant funding piece?

Yeah, that's a per transaction, so that's going to feel something like an ACH, but that's a per transaction fee, so it's Good margins per transaction, but it would not be BIPs as a percent of the transaction there. For our users that are using it, we're starting to see really strong activity there. We're still early on. Bob just kind of predicts an exact penetration rate. But for our specific lenders that are using it, we're seeing month-over-month growth in their penetration rate there. Don't want to quote one just yet, as we want to see a little more, see how it's going. But we're seeing uptake, and we're seeing also more people using it. Just the automation piece, as you can just come and say, is way more efficient. And so we're seeing that. Thank you.

Appreciate it. Our next question is from Timothy Chioco with Credit Suisse. Please proceed with your question.

Great. Thanks a lot. I want to dig a little bit more into the automotive captive opportunity. I know that last quarter and earlier on this call you mentioned as well you've increased your addressable market, the analysis you've provided in the slides to better account for this opportunity. You mentioned also earlier some of the RFP processes and renewal timing that you want to get ahead of. In that light, maybe you could just give us, not mentioning any specific, but when we look at the top 15 or so automotive captives, what's the status quo? What are they offering now to their consumers to repay the loans? Is it set up in ACA? Is it just one payment method? Is it not multi-channel, omni-channel, et cetera? Maybe just give us a sense of what the status quo is.

Sure. Yeah. So very large addressable market. And I don't want to give any quoted names or anything like that because it is various different cycles. But you hear me smiling. So it is longer sales cycles. So again, be patient here. But specifically across the board, there are some captives that merely if you mail the payment in or it's an ACH, kind of what we consider an ACH automatic draft. and then maybe an ACH if they have an online presence. But those who would not be using many of the omni-channels, they would need to be for the omni-channels, meaning a complete IVR solution or maybe even a tech solution or a mobile solution as well. So we think there's web presence is generally the first presence there. But the concept of 24-7 being able to take a payment, that still exists in some of those some of those players. Definitely the ability to take a debit card, that exists with a few that don't even take debit card. Now, there's several who have been taking debit card. In that case, that would be a competitive win. But we have built certain features and functionalities to the auto relending space that we think can create winners for us. It's just a matter of timing and we have to get there and and win and tell our story. Yeah, we don't win everything, but there's plenty there. If we get our fair share, we should do well.

That sounds good. Thanks, Sean. All right, a quick follow-up. You mentioned this just a couple minutes back. I just want to dig into it a little bit. The enhanced ACH offering came over a little bit from CPS, and it's for use in accounts payable. Fully recognize that it allows you to send remittance data. It's part of the workflow and the process, reconciliation, very important in accounts payable. Maybe you could just give us what the good use case is there. What's a good example, sorry, a good use case for that relative to traditional ACH or virtual card? In other words, when's a good time to use enhanced ACH?

I think if they're, you know, if they're cost-conscious about virtual card fees, but want more data and want a more efficient workflow, the balanced product is enhanced ACH, where it's not a straight ACH, so it doesn't cost, you know, the cost isn't as low, but you're also getting much better data quality and data transfer, so it costs a little bit more than a traditional ACH, but not the same virtual card. And so there's just certain, you know, players out there that want that product and want that kind of balance in between which is hence why that product exists and so but you also from our perspective can price it in a way that probably is more similar to a card transaction and make the economics a little bit better for us because the cost to us is lower and so that's why it's become I think more popular and something that CPS has done a really good job with and will continue to and we can now bring that to the CPay Plus customers as well.

Yeah, that one for one, Tim, that you're aware of, listen, if you have a very large file, thousands of payments, right, and if you need 10 to 15 attributes per payment, if you were to get that file in bulk and it's all in ACH and you got five of those attributes, but now you got to pay someone to go find the other 10 attributes, that if you kind of need or would like to supplement in a world of, you know, big data, right, we can do those one-for-one exchanges, completely link it so it's, you know, seamlessly back into the ERP system. There's a tremendous amount of man hours. It's about man hours, and it's about speed, and it's about the whole digital experience. And then we obviously can move and settle the funds and let you know exactly where the funds are settling. And when they're settling, the whole reconciliation of, you can imagine when there's a check clear kind of concept, right? We can show how these various different movements are happening. It has tremendous value if you look at the man hours that could be spent in AP. And it eliminates and drives up certainty and reduces errors and drives down costs.

Excellent. Really appreciate the overview. Thank you, Tim and John.

And our next question is from James Fossetti with Morgan Stanley. Please proceed with your question.

Thank you. Hey, John. Hey, Tim. Hey, I wanted to ask you, you mentioned that you're looking at some incremental or potential acquisitions, but still work to be done there. And you indicated that you thought that diversification of the revenue stream, at least by end market type, et cetera, would most likely come through acquisition. I want to make sure I understood that correctly. But On the topic of acquisitions, how much flexibility do you think you have in your balance sheet right now and in the capital structure to go do acquisitions? And I'm just wondering if you can achieve that diversification through a single acquisition, or are we going to have to look at multiples to acquisitions within the same area to get to the diversification that you might be thinking about? Sure.

You know, I think the comment around organic versus acquisitions from a diversification standpoint is just that it just takes more time organically to move the needle. And so, although we have really solid organic opportunities in areas like mortgage and credit unions, it's just, you know, going to take time for those to be large enough to actually, you know, shift the mix, whereas an acquisition can happen right away. A great example is B2B, where, you know, about a year ago, our percentage in B2B was 0%. You know, we didn't have a business there. And now it's up to probably call it 25% if you include CPS pro forma. And so we'd be looking for other opportunities on the B2B AP side. We would now look at that like we did in merchant acquiring, where we're just out there acquiring new verticals is one way to look at it, or go deeper within existing verticals within AP. And so that's something that we would want to focus on, and that could bring that percentage of the overall mix up above 25 percent. So I think that was really the point of the comment. But an imbalance sheet-wise, you know, we're at 2.3 times net leverage today. You know, we would feel comfortable going up to, you know, call it three and a half to four times range for something very strategic. And so we have some flexibility there to do deals probably similar in size to what we've been doing. And then if it was, you know, something larger, we'd have to, you know, tap the equity markets and look at that. So we have some flexibility to do more M&A, but, you know, if it was something larger, it wouldn't be all debt financed.

Great.

That makes sense.

And then quickly, I guess you provided some color on the adjustments you made this quarter in commissions. I think previously you'd mentioned your commissions are maybe a bit lower than industry because you control the merchant relationship. Do you expect that to be the case if you enter new markets or how should we think about that part of the expense group?

Yeah, so we do, we are very focused on rev shares. You know, historically we've been able to have, we think, lower than market rev shares to your point. As we enter some of these new markets, it will be more competitive, particularly if there's already an existing payment provider or several payment providers. But, you know, we try to structure those in a way that allows us to grow volumes with those partners and, you know, make sure that they benefit from that but not, you know, destroy our own margins. And so we're focused on those deals. And then we have the ability to restructure some of these commissions like we did this quarter, either with direct sales reps or with partners. And we can typically do that at very good, attractive multiples. And we think that could make a lot of sense, too. So that's just another tool we could use if we felt like the dollars we're paying for commissions or residuals to partners were large enough, we could just look to restructure them and bring more of that cash flow to our P&L.

That's really useful. Thank you.

And our next question is from Mike from Grondo, Northern Securities. Please proceed with your question.

Yeah, thanks, guys. Two quick ones. One, your pipeline of ISVs, does that kind of map the volume of the different verticals in your business, or is there an area where maybe your pipeline will fit outsized? compared to the volume. And then secondly, just in the personal loan space, have you lost any lender customers kind of through the turmoil this summer?

So first question, I don't know that it maps one for one with the addressable market opportunities. It really is just more about where we're trying to focus resources. So There's still a lot of partners to get in auto, for example. There's still some we want in mortgage. There's a few markets. And so we think of it kind of more strategically of where do we want to be placing resources and where do we want to find a way to accelerate growth and find new distribution. versus just strictly mapping to the largest addressable market size. So I'd say it probably kind of loosely ties to that one for one. And then in terms of personal lenders, we've not lost any personal lenders. We're not aware of any that have been damaged to the point where they would be no longer lending or be out of business. It's just that some of their volumes have contracted as either they've tightened credit or demand was lower. used to originations, but the larger ones that we're aware of and through our own monitoring and underwriting and, you know, we think that their balance sheets are still fine and they've weathered this pretty well.

Great. Okay. Thanks, guys.

Yep.

And we have reached the end of our question and answer session, and this also concludes today's conference. If you may, just connect your lines at this time. Thank you for your participation. Have a good day. Thanks, everyone.