REPAY Reports Second Quarter 2026 Financial Results

 

Sustained Organic Growth and Healthy Free Cash Flow during Q2

Reiterates 2026 Outlook that includes KUBRA contributions

Strong Execution towards Run-Rate Synergies

 

ATLANTA, August 10, 2026 -- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of bill payment solutions, today reported financial results for its second quarter ended June 30, 2026.

 

Second Quarter 2026 Financial Highlights

 

($ in millions)

 

Q2 2025

 

 

Q3 2025

 

 

Q4 2025

 

 

Q1 2026

 

 

Q2 2026

 

Revenue

 

$

75.6

 

 

$

77.7

 

 

$

78.6

 

 

$

80.8

 

 

$

100.7

 

Net (loss) income (1)

 

 

(108.0

)

 

 

(6.6

)

 

 

(148.3

)

 

 

(10.0

)

 

 

(11.5

)

Adjusted EBITDA (2)

 

 

31.8

 

 

 

31.2

 

 

 

32.4

 

 

 

34.4

 

 

 

36.3

 

Net cash provided by operating activities

 

 

33.1

 

 

 

32.2

 

 

 

23.3

 

 

 

16.8

 

 

 

40.2

 

Free Cash Flow (2)

 

 

22.6

 

 

 

20.8

 

 

 

13.8

 

 

 

5.4

 

 

 

27.4

 

Free Cash Flow Conversion (2)

 

 

71

%

 

 

67

%

 

 

43

%

 

 

16

%

 

 

75

%

 

(1)
During the second and fourth quarter of 2025, Net loss was impacted by a $103.8 million and a $138.9 million goodwill impairment loss, respectively, primarily related to the Consumer Payments segment. Further information about this non-cash impairment loss can be found in the Annual Report on Form 10-K for the year ended December 31, 2025.
(2)
Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion are non-GAAP financial measures. See “Non-GAAP Financial Measures” and the reconciliation of Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion to their most comparable GAAP measure provided below for additional information.

 

"It has been an exciting time for REPAY during the second quarter," John Morris, Chief Executive Officer of REPAY. "We delivered revenue growth of 33%, achieved approximately 6% organic revenue growth1, while generating $27.4 million of Free Cash Flow. Our most significant corporate development this year was completing the KUBRA acquisition in June and we immediately began executing on the integration. REPAY is now fully positioned to be a leading Consumer Bill Payment and Communication Services platform in the United States and Canada. We look forward to our continued execution during the second half of the year, where we are confident in our ability to accelerate organic growth into double-digits while also creating value from KUBRA contributions and realized synergies."

 

Second Quarter 2026 Business Highlights

 

The Company's achievements in the quarter, including those highlighted below, reinforce management's belief in the ability of the Company to drive durable and long-term growth across REPAY's diversified business model.

Reported revenue growth of 33% and organic revenue growth1 of 6% year-over-year
Consumer Payments revenue growth and organic revenue growth1 was 33% and 4% year-over-year
Business Payments revenue growth and normalized organic revenue growth1 was 32% and 19% year-over-year
KUBRA contributed approximately $21 million of revenue during the quarter (for June 2026), representing 5% year-over-year growth compared to June 2025

1 Organic revenue growth and normalized organic revenue growth are non-GAAP financial measures. See “Non-GAAP Financial Measures” and the reconciliations to their most comparable GAAP measure provided below for additional information.


 

Now reaches over 352 software partners across our Consumer and Business Payment verticals, which includes 54 partners from the KUBRA acquisition
Accelerated AP supplier network to over 731,000, an increase of approximately 66% year-over-year

 

2026 Outlook

 

“With a solid strong first half behind us, we are confident in achieving the 2026 Outlook,” said Robert Houser, Chief Financial Officer of REPAY. "The progress is evident as we move into the second half of 2026. As we work through implementations and continue our sales momentum, REPAY has the teams in place for organic growth to accelerate into double-digits and offers a complete platform for additional value creation opportunities with KUBRA. The combined free cash flow generation and expected synergy realization gives us confidence in obtaining our net leverage target of returning below 3x over the next 18 months."

 

As we previously provided in the press release announcing the closing of the KUBRA acquisition on June 1st, REPAY updated its outlook for full year 2026 to incorporate KUBRA’s expected contributions for the remaining seven months of the year. KUBRA is expected to contribute between $150 million and $154 million in revenue and between $27.5 million and $30 million in Adjusted EBITDA during 2026. On an organic basis, REPAY expects approximately 10% to 12% revenue growth. REPAY is reiterating the 2026 outlook presented at that time and continues to expect the following financial results for full year 2026:

 

 

Full Year 2026 Outlook

Revenue

$490 - 500 million

Adjusted EBITDA

$168.5 - 176 million

Free Cash Flow Conversion

30%

Adjusted Free Cash Flow Conversion

35%

 

REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as Adjusted EBITDA, Free Cash Flow Conversion and Adjusted Free Cash Flow Conversion, to the most directly comparable GAAP financial measure, because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have a significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading.

 

Segments

 

The Company reports its financial results based on two reportable segments.

 

Consumer Payments The Consumer Payments segment provides an end-to-end bill payment platform, including bill design & presentment, communication services, and payment processing solutions (including debit and credit card processing, ACH processing and other electronic payment acceptance solutions, as well as our loan disbursement product) that enable the Company’s clients to notify, distribute billing statements, collect payments, and disburse funds to consumers and includes the Company’s clearing and settlement solutions (“RCS”) offering. RCS is the Company’s proprietary clearing and settlement platform through which the Company markets customizable payment processing programs to other Independent Sales Organizations (“ISOs”) and payment facilitators. In addition, the Company provides professional services to clients for customization and configuration of the product suite offering. The strategic vertical markets served by the Consumer Payments segment primarily include utilities, personal loans,

 


 

automotive loans, government, receivables management, financial institutions, credit unions, mortgage servicing, consumer healthcare, insurance, and diversified retail.

 

Business Payments The Business Payments segment provides payment processing solutions (including accounts payable automation, debit and credit card processing, virtual credit card processing, ACH processing and other electronic payment acceptance solutions) that enable REPAY’s clients to collect payments from or send payments to other businesses. The strategic vertical markets served within the Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, media, homeowner association management and hospitality.

 

Segment Revenue, Gross Profit, and Gross Profit Margin

 

 

 

Three Months Ended June 30,

 

 

 

 

Six Months Ended June 30,

 

 

 

($ in thousands)

 

2026

 

 

2025

 

 

% Change

 

2026

 

 

2025

 

 

% Change

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Payments

 

$

93,730

 

 

$

70,474

 

 

33%

 

$

168,798

 

 

$

142,417

 

 

19%

Business Payments

 

 

14,478

 

 

 

10,945

 

 

32%

 

 

27,469

 

 

 

21,933

 

 

25%

Elimination of intersegment revenues (1)

 

 

(7,503

)

 

 

(5,793

)

 

 

 

 

(14,768

)

 

 

(11,399

)

 

 

Total revenue

 

$

100,705

 

 

$

75,626

 

 

33%

 

$

181,499

 

 

$

152,951

 

 

19%

Gross profit (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Payments

 

$

68,015

 

 

$

55,429

 

 

23%

 

$

128,297

 

 

$

112,139

 

 

14%

Business Payments

 

 

10,114

 

 

 

7,586

 

 

33%

 

 

18,584

 

 

 

15,143

 

 

23%

Elimination of intersegment revenues (1)

 

 

(7,503

)

 

 

(5,793

)

 

 

 

 

(14,768

)

 

 

(11,399

)

 

 

Total gross profit

 

$

70,626

 

 

$

57,222

 

 

23%

 

$

132,113

 

 

$

115,883

 

 

14%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total gross profit margin (3)

 

70%

 

 

76%

 

 

 

 

73%

 

 

76%

 

 

 

(1)
Elimination of intersegment revenues represents revenue eliminations between business units within the Consumer Payments segment and Business Payments segment, as well as eliminations of intersegment revenues for consolidation purpose.
(2)
Gross profit represents revenue less costs of services (exclusive of depreciation and amortization).
(3)
Gross profit margin represents total gross profit / total revenue.

 

Conference Call

 

REPAY will host a conference call to discuss second quarter financial results today, August 10, 2026 at 5:00 pm ET. Hosting the call will be John Morris, CEO, and Robert Houser, CFO. The call will be webcast live from REPAY’s investor relations website at https://investors.repay.com/investor-relations. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13761472. The replay will be available at https://investors.repay.com/investor-relations.

 

Non-GAAP Financial Measures

 

This report includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions. Adjusted

 


 

EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs, loss on business disposition and other non-recurring charges. Adjusted EBITDA margin is a non-GAAP financial measure that represents Adjusted EBITDA divided by GAAP revenue. Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, such as non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding units exchangeable for shares of Class A common stock) for the three and six months ended June 30, 2026 and 2025 (excluding shares subject to forfeiture). Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. Adjusted Free Cash Flow represents Free Cash Flow plus technology, merger and integration costs. Adjusted Free Cash Flow Conversion represents Adjusted Free Cash Flow divided by Adjusted EBITDA. Organic revenue growth represents year-over-year revenue growth that excludes incremental revenue attributable to acquisitions and dispositions made in the applicable prior period or any subsequent period. Normalized organic revenue growth represents year-over-year organic revenue growth that excludes incremental gross profit attributable to political media spending associated with the 2026 election cycle in our media payments business. REPAY believes that Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income per share, Free Cash Flow, Free Cash Flow Conversion, Adjusted Free Cash Flow, Adjusted Free Cash Flow Conversion, organic revenue growth and normalized organic revenue growth provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net

 


 

cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP.

 

Forward-Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, including 2026 outlook, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “guidance,” “will likely result,” “are expected to,” “will continue,” “should,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, REPAY’s market and growth opportunities, REPAY’s business strategy and the plans and objectives of management for future operations and the allocation of capital. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control.

 

In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025 and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the inability to integrate and/or realize the benefits of the KUBRA transaction, including expected synergies; ; that the KUBRA acquisition could disrupt the Company’s relationships with customers, employees or other business partners; the impact, cost and effect of actions by activist stockholders; the risk that our stockholder rights plan may delay, discourage or prevent a change of control or acquisition of the Company, even if such action may be considered beneficial by some stockholders; exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry, the utilities industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, evolving U.S. trade policies or general economic slowdown; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY and the risk that REPAY may not be able to maintain effective internal controls.

 

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Pro forma,

 


 

projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

 

About REPAY

 

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology provides a comprehensive end-to-end platform offering digital payments, bill design & presentment, and communication services for clients, while enhancing the overall experience for consumers and businesses.

 

Contacts

Investor Relations Contact for REPAY:

ir@repay.com

 

Media Relations Contact for REPAY:

Kristen Hoyman

(404) 637-1665

khoyman@repay.com

 


 

 

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

($ in thousands, except per share data)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue

 

$

100,705

 

 

$

75,626

 

 

$

181,499

 

 

$

152,951

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Costs of services (exclusive of depreciation and amortization shown separately below)

 

 

30,079

 

 

 

18,404

 

 

 

49,386

 

 

 

37,068

 

Selling, general and administrative

 

 

46,247

 

 

 

32,864

 

 

 

82,201

 

 

 

69,851

 

Depreciation and amortization

 

 

27,636

 

 

 

25,481

 

 

 

53,176

 

 

 

50,775

 

Impairment loss

 

 

 

 

 

103,781

 

 

 

 

 

 

103,781

 

Total operating expenses

 

 

103,962

 

 

 

180,530

 

 

 

184,763

 

 

 

261,475

 

Loss from operations

 

 

(3,257

)

 

 

(104,904

)

 

 

(3,264

)

 

 

(108,524

)

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

289

 

 

 

1,197

 

 

 

704

 

 

 

2,553

 

Interest expense

 

 

(7,983

)

 

 

(3,087

)

 

 

(11,827

)

 

 

(6,194

)

Loss on extinguishment of debt

 

 

(974

)

 

 

 

 

 

(974

)

 

 

 

Change in fair value of tax receivable liability

 

 

(2,547

)

 

 

(2,509

)

 

 

(7,110

)

 

 

(5,531

)

Other income (loss), net

 

 

278

 

 

 

(26

)

 

 

276

 

 

 

(253

)

Total other income (expense)

 

 

(10,937

)

 

 

(4,425

)

 

 

(18,931

)

 

 

(9,425

)

Loss before income tax benefit

 

 

(14,194

)

 

 

(109,329

)

 

 

(22,195

)

 

 

(117,949

)

Income tax benefit

 

 

2,665

 

 

 

1,297

 

 

 

632

 

 

 

1,749

 

Net loss

 

$

(11,529

)

 

$

(108,032

)

 

$

(21,563

)

 

$

(116,200

)

Less: Net loss attributable to non-controlling interest

 

 

(543

)

 

 

(5,781

)

 

 

(637

)

 

 

(6,002

)

Net loss attributable to the Company

 

$

(10,986

)

 

$

(102,251

)

 

$

(20,926

)

 

$

(110,198

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares of Class A common stock outstanding - basic and diluted

 

 

83,285,379

 

 

 

88,647,823

 

 

 

82,903,732

 

 

 

88,825,785

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per Class A share attributable to the Company - basic and diluted

 

$

(0.13

)

 

$

(1.15

)

 

$

(0.25

)

 

$

(1.24

)

 

 


 

Condensed Consolidated Balance Sheets

 

($ in thousands)

 

June 30, 2026 (Unaudited)

 

 

December 31, 2025

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

83,660

 

 

$

115,692

 

Current restricted cash

 

 

35,672

 

 

 

29,327

 

Accounts receivable, net

 

 

63,906

 

 

 

33,172

 

Inventories

 

 

2,309

 

 

 

 

Prepaid expenses and other

 

 

27,429

 

 

 

18,641

 

Total current assets

 

 

212,976

 

 

 

196,832

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

3,762

 

 

 

1,243

 

Noncurrent restricted cash

 

 

8,120

 

 

 

10,633

 

Intangible assets, net

 

 

560,241

 

 

 

329,844

 

Goodwill

 

 

652,085

 

 

 

474,512

 

Operating lease right-of-use assets, net

 

 

17,011

 

 

 

8,866

 

Finance lease right-of-use assets, net

 

 

1,468

 

 

 

 

Deferred tax assets

 

 

147,051

 

 

 

173,028

 

Other assets

 

 

5,156

 

 

 

4,791

 

Total noncurrent assets

 

 

1,394,894

 

 

 

1,002,917

 

Total assets

 

$

1,607,870

 

 

$

1,199,749

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Accounts payable

 

$

44,095

 

 

$

25,177

 

Accrued expenses

 

 

80,935

 

 

 

52,959

 

Current maturities of long-term debt, net

 

 

5,000

 

 

 

146,477

 

Current operating lease liabilities

 

 

5,116

 

 

 

1,548

 

Current finance lease liabilities

 

 

446

 

 

 

 

Current tax receivable agreement ($0 and $1,555 held for related parties as of June 30, 2026 and December 31, 2025, respectively)

 

 

 

 

 

13,702

 

Other current liabilities

 

 

11,308

 

 

 

785

 

Total current liabilities

 

 

146,900

 

 

 

240,648

 

 

 

 

 

 

 

 

Long-term debt, net

 

 

748,141

 

 

 

280,065

 

Noncurrent operating lease liabilities

 

 

13,108

 

 

 

8,790

 

Noncurrent finance lease liabilities

 

 

1,034

 

 

 

-

 

Deferred tax liabilities

 

 

33,928

 

 

 

-

 

Tax receivable agreement, net of current portion ($8,129 and $20,748 held for related parties as of June 30, 2026 and December 31, 2025, respectively)

 

 

194,349

 

 

 

187,239

 

Other liabilities

 

 

1,147

 

 

 

1,225

 

Total noncurrent liabilities

 

 

991,707

 

 

 

477,319

 

Total liabilities

 

$

1,138,607

 

 

$

717,967

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized; 96,268,848 issued and 82,892,959 outstanding as of June 30, 2026; 95,138,635 issued and 81,762,746 outstanding as of December 31, 2025

 

 

8

 

 

 

8

 

Class V common stock, $0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of June 30, 2026 and December 31, 2025

 

 

 

 

 

 

Treasury stock, 13,375,889 shares repurchased as of both June 30, 2026 and December 31, 2025

 

 

(92,025

)

 

 

(92,025

)

Additional paid-in capital

 

 

1,176,036

 

 

 

1,166,998

 

Accumulated deficit

 

 

(611,476

)

 

 

(590,550

)

Total Repay stockholders' equity

 

$

472,543

 

 

$

484,431

 

Non-controlling interests

 

 

(3,280

)

 

 

(2,649

)

Total equity

 

 

469,263

 

 

 

481,782

 

Total liabilities and equity

 

$

1,607,870

 

 

$

1,199,749

 

 

 

 

 

 

 

 

 

 


 

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

Six Months Ended June 30,

 

($ in thousands)

 

2026

 

 

2025

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(21,563

)

 

$

(116,200

)

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

53,176

 

 

 

50,775

 

Stock based compensation

 

 

9,755

 

 

 

8,393

 

Amortization of debt issuance costs

 

 

1,505

 

 

 

1,619

 

Loss on extinguishment of debt

 

 

974

 

 

 

 

Other loss

 

 

 

 

 

268

 

Fair value change in tax receivable agreement liability

 

 

7,110

 

 

 

5,531

 

Impairment loss

 

 

 

 

 

103,781

 

Deferred tax benefit

 

 

(643

)

 

 

(1,749

)

Change in accounts receivable, net

 

 

(980

)

 

 

(429

)

Change in inventories

 

 

(88

)

 

 

 

Change in prepaid expenses and other

 

 

(1,832

)

 

 

832

 

Change in lease ROU assets

 

 

1,145

 

 

 

859

 

Change in other assets

 

 

(366

)

 

 

(2,417

)

Change in accounts payable

 

 

1,485

 

 

 

(7,976

)

Change in accrued expenses and other

 

 

9,742

 

 

 

(7,969

)

Change in lease liabilities

 

 

(1,393

)

 

 

(602

)

Change in other liabilities

 

 

(965

)

 

 

852

 

Net cash provided by operating activities

 

 

57,062

 

 

 

35,568

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Purchases of property and equipment

 

 

(2,305

)

 

 

(77

)

Purchases of intangible assets

 

 

(22,511

)

 

 

 

Capitalized software development costs

 

 

(22,003

)

 

 

(20,925

)

Acquisition of KUBRA, net of cash and restricted cash acquired

 

 

(348,150

)

 

 

 

Net cash used in investing activities

 

 

(394,969

)

 

 

(21,002

)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

Issuance of long-term debt

 

 

610,000

 

 

 

 

Payments on long-term debt

 

 

(256,508

)

 

 

 

Payments of debt issuance costs

 

 

(29,372

)

 

 

 

Payments for tax withholding related to shares vesting under Incentive Plan

 

 

(711

)

 

 

(3,313

)

Treasury shares repurchased

 

 

 

 

 

(22,645

)

Payment of Tax Receivable Agreement

 

 

(13,702

)

 

 

(16,337

)

Net cash provided by (used in) financing activities

 

 

309,707

 

 

 

(42,295

)

 

 

 

 

 

 

 

Decrease in cash, cash equivalents and restricted cash

 

 

(28,200

)

 

 

(27,729

)

Cash, cash equivalents and restricted cash at beginning of period

 

$

155,652

 

 

$

236,709

 

Cash, cash equivalents and restricted cash at end of period

 

$

127,452

 

 

$

208,980

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

8,094

 

 

$

4,740

 

Income taxes (net of refunds received)

 

$

696

 

 

$

1,793

 

 

 

 

 

 

 

 

 

 


 

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA

For the Three Months Ended June 30, 2026 and 2025

(Unaudited)

 

 

Three Months Ended June 30,

 

 

($ in thousands)

2026

 

 

2025

 

 

Revenue

$

100,705

 

 

$

75,626

 

 

Operating expenses

 

 

 

 

 

 

Costs of services (exclusive of depreciation and amortization shown separately below)

$

30,079

 

 

$

18,404

 

 

Selling, general and administrative

 

46,247

 

 

 

32,864

 

 

Depreciation and amortization

 

27,636

 

 

 

25,481

 

 

Impairment loss

 

 

 

 

103,781

 

 

Total operating expenses

$

103,962

 

 

$

180,530

 

 

Loss from operations

$

(3,257

)

 

$

(104,904

)

 

Other income (expense)

 

 

 

 

 

 

Interest income

 

289

 

 

 

1,197

 

 

Interest expense

 

(7,983

)

 

 

(3,087

)

 

Loss on extinguishment of debt

 

(974

)

 

 

 

 

Change in fair value of tax receivable liability

 

(2,547

)

 

 

(2,509

)

 

Other income (loss), net

 

278

 

 

 

(26

)

 

Total other income (expense)

 

(10,937

)

 

 

(4,425

)

 

Loss before income tax benefit

 

(14,194

)

 

 

(109,329

)

 

Income tax benefit

 

2,665

 

 

 

1,297

 

 

Net loss

$

(11,529

)

 

$

(108,032

)

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

Interest income

 

(289

)

 

 

(1,197

)

 

Interest expense

 

7,983

 

 

 

3,087

 

 

Depreciation and amortization (a)

 

27,636

 

 

 

25,481

 

 

Income tax benefit

 

(2,665

)

 

 

(1,297

)

 

EBITDA

$

21,136

 

 

$

(81,958

)

 

 

 

 

 

 

 

Non-cash impairment loss (b)

 

 

 

 

103,781

 

 

Loss on extinguishment of debt (c)

 

974

 

 

 

 

 

Non-cash change in fair value of assets and liabilities (d)

 

2,547

 

 

 

2,509

 

 

Share-based compensation expense (e)

 

4,736

 

 

 

3,049

 

 

Transaction expenses (f)

 

2,780

 

 

 

394

 

 

Restructuring and other strategic initiative costs (g)

 

2,113

 

 

 

2,724

 

 

Other non-recurring charges (h)

 

2,015

 

 

 

1,312

 

 

Adjusted EBITDA

$

36,301

 

 

$

31,811

 

 

 

 

 

 

 

 

 

 

 


 

 

Quarterly Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA

(Unaudited)

 

 

 

Three Months Ended

 

($ in thousands)

 

September 30, 2025

 

 

December 31, 2025

 

 

March 31, 2026

 

Net loss

 

$

(6,617

)

 

$

(148,271

)

 

$

(10,034

)

 

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

 

 

Interest income

 

$

(911

)

 

$

(597

)

 

$

(415

)

Interest expense

 

 

3,085

 

 

 

4,668

 

 

 

3,844

 

Depreciation and amortization (a)

 

 

25,640

 

 

 

25,631

 

 

 

25,540

 

Income tax (benefit) expense

 

 

(1,808

)

 

 

(2,312

)

 

 

2,033

 

EBITDA

 

$

19,389

 

 

$

(120,881

)

 

$

20,968

 

 

 

 

 

 

 

 

 

 

Non-cash impairment loss (b)

 

 

 

 

 

138,907

 

 

 

 

(Gain) loss on extinguishment of debt (c)

 

 

(1,374

)

 

 

 

 

 

 

Non-cash change in fair value of assets and liabilities (d)

 

 

4,607

 

 

 

3,369

 

 

 

4,563

 

Share-based compensation expense (e)

 

 

5,508

 

 

 

4,429

 

 

 

5,020

 

Transaction expenses (f)

 

 

238

 

 

 

298

 

 

 

258

 

Restructuring and other strategic initiative costs (g)

 

 

1,492

 

 

 

2,408

 

 

 

1,867

 

Other non-recurring charges (h)

 

 

1,342

 

 

 

3,871

 

 

 

1,686

 

Adjusted EBITDA

 

$

31,202

 

 

$

32,401

 

 

$

34,362

 

 

 


 

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA

For the Six Months Ended June 30, 2026 and 2025

(Unaudited)

 

 

Six Months Ended June 30,

 

 

($ in thousands)

2026

 

 

2025

 

 

Revenue

$

181,499

 

 

$

152,951

 

 

Operating expenses

 

 

 

 

 

 

Costs of services (exclusive of depreciation and amortization shown separately below)

$

49,386

 

 

$

37,068

 

 

Selling, general and administrative

 

82,201

 

 

 

69,851

 

 

Depreciation and amortization

 

53,176

 

 

 

50,775

 

 

Impairment loss

 

 

 

 

103,781

 

 

Total operating expenses

$

184,763

 

 

$

261,475

 

 

Loss from operations

$

(3,264

)

 

$

(108,524

)

 

Other income (expense)

 

 

 

 

 

 

Interest income

 

704

 

 

 

2,553

 

 

Interest expense

 

(11,827

)

 

 

(6,194

)

 

Loss on extinguishment of debt

 

(974

)

 

 

 

 

Change in fair value of tax receivable liability

 

(7,110

)

 

 

(5,531

)

 

Other income (loss), net

 

276

 

 

 

(253

)

 

Total other income (expense)

 

(18,931

)

 

 

(9,425

)

 

Loss before income tax benefit

 

(22,195

)

 

 

(117,949

)

 

Income tax benefit

 

632

 

 

 

1,749

 

 

Net loss

$

(21,563

)

 

$

(116,200

)

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

Interest income

 

(704

)

 

 

(2,553

)

 

Interest expense

 

11,827

 

 

 

6,194

 

 

Depreciation and amortization (a)

 

53,176

 

 

 

50,775

 

 

Income tax benefit

 

(632

)

 

 

(1,749

)

 

EBITDA

$

42,104

 

 

$

(63,533

)

 

 

 

 

 

 

 

Non-cash impairment loss (b)

 

 

 

 

103,781

 

 

Loss on extinguishment of debt (c)

 

974

 

 

 

 

 

Non-cash change in fair value of assets and liabilities (d)

 

7,110

 

 

 

5,531

 

 

Share-based compensation expense (e)

 

9,756

 

 

 

9,094

 

 

Transaction expenses (f)

 

3,038

 

 

 

1,176

 

 

Restructuring and other strategic initiative costs (g)

 

3,980

 

 

 

6,235

 

 

Other non-recurring charges (h)

 

3,701

 

 

 

2,702

 

 

Adjusted EBITDA

$

70,663

 

 

$

64,986

 

 

 

 

 

 

 

 

 

 

 


 

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income

For the Three Months Ended June 30, 2026 and 2025

(Unaudited)

 

 

Three Months Ended June 30,

 

 

($ in thousands)

2026

 

 

2025

 

 

Revenue

$

100,705

 

 

$

75,626

 

 

Operating expenses

 

 

 

 

 

 

Costs of services (exclusive of depreciation and amortization shown separately below)

$

30,079

 

 

$

18,404

 

 

Selling, general and administrative

 

46,247

 

 

 

32,864

 

 

Depreciation and amortization

 

27,636

 

 

 

25,481

 

 

Impairment loss

 

 

 

 

103,781

 

 

Total operating expenses

$

103,962

 

 

$

180,530

 

 

Loss from operations

$

(3,257

)

 

$

(104,904

)

 

Other income (expense)

 

 

 

 

 

 

Interest income

 

289

 

 

 

1,197

 

 

Interest expense

 

(7,983

)

 

 

(3,087

)

 

Loss on extinguishment of debt

 

(974

)

 

 

 

 

Change in fair value of tax receivable liability

 

(2,547

)

 

 

(2,509

)

 

Other income (loss), net

 

278

 

 

 

(26

)

 

Total other income (expense)

 

(10,937

)

 

 

(4,425

)

 

Loss before income tax benefit

 

(14,194

)

 

 

(109,329

)

 

Income tax benefit

 

2,665

 

 

 

1,297

 

 

Net loss

$

(11,529

)

 

$

(108,032

)

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

Amortization of acquisition-related intangibles (i)

 

21,954

 

 

 

19,506

 

 

Non-cash impairment loss (b)

 

 

 

 

103,781

 

 

Loss on extinguishment of debt (c)

 

974

 

 

 

 

 

Non-cash change in fair value of assets and liabilities (d)

 

2,547

 

 

 

2,509

 

 

Share-based compensation expense (e)

 

4,736

 

 

 

3,049

 

 

Transaction expenses (f)

 

2,780

 

 

 

394

 

 

Restructuring and other strategic initiative costs (g)

 

2,113

 

 

 

2,724

 

 

Other non-recurring charges (h)

 

2,015

 

 

 

1,312

 

 

Non-cash interest expense (j)

 

476

 

 

 

809

 

 

Pro forma taxes at effective rate (k)

 

(8,174

)

 

 

(6,969

)

 

Adjusted Net Income

$

17,892

 

 

$

19,083

 

 

 

 

 

 

 

 

Shares of Class A common stock outstanding (on an as-converted basis) (l)

 

88,571,262

 

 

 

93,937,366

 

 

Adjusted Net Income per share

$

0.20

 

 

$

0.20

 

 

 

 


 

 

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income

For the Six Months Ended June 30, 2026 and 2025

(Unaudited)

 

 

Six Months Ended June 30,

 

 

($ in thousands)

2026

 

 

2025

 

 

Revenue

$

181,499

 

 

$

152,951

 

 

Operating expenses

 

 

 

 

 

 

Costs of services (exclusive of depreciation and amortization shown separately below)

$

49,386

 

 

$

37,068

 

 

Selling, general and administrative

 

82,201

 

 

 

69,851

 

 

Depreciation and amortization

 

53,176

 

 

 

50,775

 

 

Impairment loss

 

 

 

 

103,781

 

 

Total operating expenses

$

184,763

 

 

$

261,475

 

 

Loss from operations

$

(3,264

)

 

$

(108,524

)

 

Other income (expense)

 

 

 

 

 

 

Interest income

 

704

 

 

 

2,553

 

 

Interest expense

 

(11,827

)

 

 

(6,194

)

 

Loss on extinguishment of debt

 

(974

)

 

 

 

 

Change in fair value of tax receivable liability

 

(7,110

)

 

 

(5,531

)

 

Other income (loss), net

 

276

 

 

 

(253

)

 

Total other income (expense)

 

(18,931

)

 

 

(9,425

)

 

Loss before income tax benefit

 

(22,195

)

 

 

(117,949

)

 

Income tax benefit

 

632

 

 

 

1,749

 

 

Net loss

$

(21,563

)

 

$

(116,200

)

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

Amortization of acquisition-related intangibles (i)

 

41,763

 

 

 

38,835

 

 

Non-cash impairment loss (b)

 

 

 

 

103,781

 

 

Loss on extinguishment of debt (c)

 

974

 

 

 

 

 

Non-cash change in fair value of assets and liabilities (d)

 

7,110

 

 

 

5,531

 

 

Share-based compensation expense (e)

 

9,756

 

 

 

9,094

 

 

Transaction expenses (f)

 

3,038

 

 

 

1,176

 

 

Restructuring and other strategic initiative costs (g)

 

3,980

 

 

 

6,235

 

 

Other non-recurring charges (h)

 

3,701

 

 

 

2,702

 

 

Non-cash interest expense (j)

 

1,035

 

 

 

1,619

 

 

Pro forma taxes at effective rate (k)

 

(12,500

)

 

 

(13,411

)

 

Adjusted Net Income

$

37,294

 

 

$

39,362

 

 

 

 

 

 

 

 

Shares of Class A common stock outstanding (on an as-converted basis) (l)

 

88,189,615

 

 

 

94,146,654

 

 

Adjusted Net Income per share

$

0.42

 

 

$

0.42

 

 

 

 


 

Reconciliation of Operating Cash Flow to Free Cash Flow

For the Three and Six Months Ended June 30, 2026 and 2025

(Unaudited)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

($ in thousands)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net cash provided by operating activities

 

$

40,239

 

 

$

33,065

 

 

$

57,062

 

 

$

35,568

 

Capital expenditures

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for property and equipment

 

 

(2,183

)

 

 

69

 

 

 

(2,305

)

 

 

(77

)

Capitalized software development costs

 

 

(10,685

)

 

 

(10,534

)

 

 

(22,003

)

 

 

(20,925

)

Total capital expenditures

 

 

(12,868

)

 

 

(10,465

)

 

 

(24,308

)

 

 

(21,002

)

Free cash flow

 

$

27,371

 

 

$

22,600

 

 

$

32,754

 

 

$

14,566

 

Technology, merger, integration costs

 

 

1,911

 

 

 

 

 

 

2,343

 

 

 

 

Adjusted free cash flow

 

$

29,282

 

 

$

22,600

 

 

$

35,097

 

 

$

14,566

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free cash flow conversion

 

 

75

%

 

 

71

%

 

 

46

%

 

 

22

%

Adjusted free cash flow conversion

 

 

81

%

 

 

71

%

 

 

50

%

 

 

22

%

 

Quarterly Reconciliation of Operating Cash Flow to Free Cash Flow

(Unaudited)

 

 

Three Months Ended

 

($ in thousands)

 

September 30, 2025

 

 

December 31, 2025

 

 

March 31, 2026

 

Net cash provided by operating activities

 

$

32,227

 

 

$

23,317

 

 

$

16,823

 

Capital expenditures

 

 

 

 

 

 

 

 

 

Cash paid for property and equipment

 

 

(122

)

 

 

(286

)

 

 

(122

)

Purchases of intangible assets

 

 

 

 

 

(200

)

 

 

 

Capitalized software development costs

 

 

(11,321

)

 

 

(41,497

)

 

 

(11,318

)

Total capital expenditures

 

 

(11,443

)

 

 

(41,983

)

 

 

(11,440

)

Free cash flow

 

$

20,784

 

 

$

(18,666

)

 

$

5,383

 

Technology, merger, integration costs

 

 

 

 

 

 

 

 

433

 

Adjusted free cash flow

 

$

20,784

 

 

$

(18,666

)

 

$

5,816

 

 

 

 

 

 

 

 

 

 

 

Free cash flow conversion

 

 

67

%

 

 

(58

%)

 

 

16

%

Adjusted Free cash flow conversion

 

 

67

%

 

 

(58

%)

 

 

17

%

 

 

Reconciliation of Revenue Growth to Organic and Normalized Organic Revenue Growth

For the Year-over-Year Change Between the Three Months Ended June 30, 2026 and 2025

(Unaudited)

 

 

 

Consumer Payments

 

 

Business Payments

 

 

Total

 

 

Total Revenue growth

 

 

33

%

 

 

32

%

 

 

33

%

 

Less: Growth from acquisitions and dispositions

 

 

29

%

 

 

0

%

 

 

27

%

 

Organic revenue growth (m)

 

 

4

%

 

 

32

%

 

 

6

%

 

Less: Growth from contributions related to political media

 

 

 

 

 

13

%

 

 

2

%

 

Normalized Organic revenue growth (n)

 

 

4

%

 

 

19

%

 

 

4

%

 

 

 


 

 

(a)
See footnote (i) for details on amortization and depreciation expenses.
(b)
Reflects non-cash goodwill impairment loss primarily related to the Consumer Payments segment.
(c)
For the three and six months ended June 30, 2026, reflects a loss on the extinguishment of the revolving credit facility, net of a write-off of debt issuance costs relating to the principal. For the three months ended September 30, 2025, reflects a gain on the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal.
(d)
Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement.
(e)
Represents compensation expense associated with equity compensation plans.
(f)
Primarily consists of (i) during the three and six months ended June 30, 2026, professional service fees and other costs incurred in connection with the acquisition of KUBRA and (ii) during the three and six months ended June 30, 2025, three months ended September 30, 2025, three months ended December 31, 2025 and three months ended March 31, 2026, professional service fees and other costs incurred in connection with prior transactions.
(g)
Reflects costs associated with reorganization of operations, consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course.
(h)
Reflects franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel.
(i)
For the three and six months ended June 30, 2026, reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and client relationships, non-compete agreement, and software intangibles acquired through our acquisitions of TriSource, APS, Ventanex, cPayPlus, CPS, BillingTree, Kontrol, Payix and KUBRA. For the three and six months ended June 30, 2025, three months ended September 30, 2025, three months ended December 31, 2025 and three months ended March 31, 2026, reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and client relationships, non-compete agreement, and software intangibles acquired through our acquisitions of TriSource, APS, Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. See additional information below for an analysis of our amortization expenses:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

($ in thousands)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Acquisition-related intangibles

 

$

21,954

 

 

$

19,506

 

 

$

41,763

 

 

$

38,835

 

Software

 

 

3,833

 

 

 

5,815

 

 

 

9,353

 

 

 

11,297

 

Amortization

 

$

25,787

 

 

$

25,321

 

 

$

51,116

 

 

$

50,132

 

Depreciation

 

 

1,849

 

 

 

160

 

 

 

2,060

 

 

 

643

 

Total Depreciation and amortization (1)

 

$

27,636

 

 

$

25,481

 

 

$

53,176

 

 

$

50,775

 

 

 


 

 

Three Months Ended

 

($ in thousands)

 

September 30, 2025

 

 

December 31, 2025

 

 

March 31, 2026

 

Acquisition-related intangibles

 

$

19,723

 

 

$

19,741

 

 

$

19,809

 

Software

 

 

5,652

 

 

 

5,639

 

 

 

5,520

 

Amortization

 

$

25,375

 

 

$

25,380

 

 

$

25,329

 

Depreciation

 

 

265

 

 

 

251

 

 

 

211

 

Total Depreciation and amortization (1)

 

$

25,640

 

 

$

25,631

 

 

$

25,540

 

(1)
Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions (see corresponding adjustments in the reconciliation of net income to Adjusted Net Income presented above). Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Amortization of intangibles that relate to past acquisitions will recur in future periods until such intangibles have been fully amortized. Any future acquisitions may result in the amortization of additional intangibles.

 

(j)
Represents amortization of non-cash deferred debt issuance costs.
(k)
Represents pro forma income tax adjustment effect associated with items adjusted above.
(l)
Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of outstanding Post-Merger Repay Units) for the three and six months ended June 30, 2026 and 2025. These numbers do not include any shares issuable upon conversion of the Company’s convertible senior notes. See the reconciliation of basic weighted average shares outstanding to the non-GAAP Class A common stock outstanding on an as-converted basis for each respective period below:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2026

 

2025

 

2026

 

2025

Weighted average shares of Class A common stock outstanding - basic

 

83,285,379

 

88,647,823

 

82,903,732

 

88,825,785

Add: Non-controlling interests

 

 

 

 

 

 

 

 

Weighted average Post-Merger Repay Units exchangeable for Class A common stock

 

5,285,883

 

5,289,543

 

5,285,883

 

5,320,869

Shares of Class A common stock outstanding (on an as-converted basis)

 

88,571,262

 

93,937,366

 

88,189,615

 

94,146,654

 

(m)
Represents year-on-year revenue growth that excludes incremental revenue attributable to acquisitions and dispositions made in the applicable prior period or any subsequent period.
(n)
Represents year-over-year organic revenue growth that excludes incremental revenue attributable to political media spending in Q2 2026 associated with the 2026 election cycle in our media payments business.