18:46:13 EDT Mon 09 Mar 2026
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REPAY Reports Fourth Quarter and Full Year 2025 Financial Results

2026-03-09 16:05 ET - News Release

Strong Normalized Growth and Free Cash Flow Generation in Q4

Provides 2026 Outlook for Double-Digit Reported Revenue Growth with Free Cash Flow


ATLANTA -- (Business Wire)

Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today reported financial results for its fourth quarter and full year ended December 31, 2025.

Fourth Quarter 2025 Financial Highlights

($ in millions)

 

Q4 2024

 

 

Q1 2025

 

 

Q2 2025

 

 

Q3 2025

 

 

Q4 2025

 

Revenue

 

$

78.3

 

 

$

77.3

 

 

$

75.6

 

 

$

77.7

 

 

$

78.6

 

Gross profit (1)

 

 

59.7

 

 

 

58.7

 

 

 

57.2

 

 

 

57.8

 

 

 

58.3

 

Net loss (2)

 

 

(4.0

)

 

 

(8.2

)

 

 

(108.0

)

 

 

(6.6

)

 

 

(148.3

)

Adjusted EBITDA (3)

 

 

36.5

 

 

 

33.2

 

 

 

31.8

 

 

 

31.2

 

 

 

32.4

 

Net cash provided by operating activities

 

 

34.3

 

 

 

2.5

 

 

 

33.1

 

 

 

32.2

 

 

 

23.3

 

Free Cash Flow (3)

 

 

23.5

 

 

 

(8.0

)

 

 

22.6

 

 

 

20.8

 

 

 

13.8

 

Free Cash Flow Conversion (3)

 

 

64

%

 

 

(24

%)

 

 

71

%

 

 

67

%

 

 

43

%

(1)

Gross profit represents revenue less costs of services (exclusive of depreciation and amortization).

(2)

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.

(3)

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.

"REPAY delivered on our Q4 outlook to improve normalized growth as the company exited 2025," John Morris, Chief Executive Officer of REPAY. "This performance underscores the progress of REPAY’s strategic initiatives and operational discipline. In 2025, the company faced a variety of challenges. However, REPAY underwent the necessary improvements to strengthen our operations, go-to-market, and organization. Looking forward, we are well-positioned to continue our momentum as REPAY looks to improve during 2026 and remains dedicated to capturing growth opportunities, while supporting and optimizing our clients’ digital payment flows."

Fourth Quarter 2025 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 was approximately flat and gross profit declined 2% year-over-year due to lapping incremental gross profit attributable to political media spending associated with the 2024 election cycle in our media payments business
  • Normalized revenue and gross profit growth1 increased 10% and 9% year-over-year
  • Consumer Payments revenue and gross profit growth was 8% and 6%, year-over-year
  • Business Payments normalized revenue and gross profit growth1 was approximately 41% and 73% year-over-year
  • Net loss included a non-cash goodwill impairment loss of $138.5 million in the Consumer Payments segment. The write-down was a result of a decline in the share price during the fourth quarter, and changes in the discount rate and comparable market multiples used in determining goodwill impairment.
  • Added three new integrated software partners to bring the total to 294 software relationships as of the end of the fourth quarter
  • Accelerated AP supplier network to over 602,000, an increase of approximately 67% year-over-year

1 Normalized revenue and gross profit growth are non-GAAP financial measures that account for cyclical political media spending contributions. See “Non-GAAP Financial Measures” and the reconciliations to their most comparable GAAP measures provided below for additional information.

2026 Outlook

“Our full year 2026 outlook reflects the normalized growth that we believe REPAY can sustainably achieve as we expect to benefit from the operational improvements for a scaled future,” said Robert Houser, Chief Financial Officer of REPAY. "We expect to achieve strong 10%-12% reported revenue growth, 40% plus Adjusted EBTIDA margins, and Free Cash Flow generation, while strategically deploying capital towards long-term growth opportunities."

REPAY expects the following financial results for full year 2026.

 

Full Year 2025

 

Full Year 2026 Outlook

Revenue

$309.3 million

 

$340 - 346 million

Adjusted EBITDA

$128.6 million

 

$136.5 - 141.5 million

Free Cash Flow Conversion

38%

 

45%

REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as Adjusted EBITDA and 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 payment processing solutions (including debit and credit card processing, Automated Clearing House (“ACH”) processing and other electronic payment acceptance solutions, as well as REPAY’s loan disbursement product) that enable REPAY’s clients to collect payments from and disburse funds to consumers and includes its clearing and settlement solutions (“RCS”). RCS is REPAY’s proprietary clearing and settlement platform through which it markets customizable payment processing programs to other ISOs and payment facilitators. The strategic vertical markets served by the Consumer Payments segment primarily include personal loans, automotive loans, receivables management, credit unions, mortgage servicing, consumer healthcare 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

December 31,

 

 

 

 

Year Ended December 31,

 

 

 

($ in thousand)

 

2025

(Unaudited)

 

 

2024

(Unaudited)

 

 

% Change

 

2025

 

 

2024

 

 

% Change

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Payments

 

$

71,745

 

 

$

66,349

 

 

8%

 

$

285,884

 

 

$

280,966

 

 

2%

Business Payments

 

 

14,471

 

 

 

17,357

 

 

(17%)

 

 

48,413

 

 

 

52,923

 

 

(9%)

Elimination of intersegment revenues

 

 

(7,631

)

 

 

(5,435

)

 

 

 

 

(25,036

)

 

 

(20,847

)

 

 

Total revenue

 

$

78,585

 

 

$

78,271

 

 

0%

 

$

309,261

 

 

$

313,042

 

 

(1%)

Gross profit (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Payments

 

$

56,053

 

 

$

53,081

 

 

6%

 

$

223,755

 

 

$

223,107

 

 

0%

Business Payments

 

 

9,923

 

 

 

12,069

 

 

(18%)

 

 

33,299

 

 

 

39,146

 

 

(15%)

Elimination of intersegment revenues

 

 

(7,631

)

 

 

(5,435

)

 

 

 

 

(25,036

)

 

 

(20,847

)

 

 

Total gross profit

 

$

58,345

 

 

$

59,715

 

 

(2%)

 

$

232,018

 

 

$

241,406

 

 

(4%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total gross profit margin (2)

 

74%

 

 

76%

 

 

 

 

75%

 

 

77%

 

 

 

(1)

Gross profit represents revenue less costs of services (exclusive of depreciation and amortization).

(2)

Gross profit margin represents total gross profit / total revenue.

Conference Call

REPAY will host a conference call to discuss fourth quarter and full year financial results today, March 9, 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 13757923. 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 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 loss on business disposition, gain on extinguishment of debt, 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 months and years ended December 31, 2025 and 2024 (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. Normalized revenue growth represents year-over-year revenue growth that excludes incremental gross profit attributable to political media spending associated with the 2024 election cycle in our media payments business. Normalized gross profit growth represents year-over-year gross profit growth that excludes incremental gross profit attributable to political media spending associated with the 2024 election cycle in our media payments business. REPAY believes that Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per share, Free Cash Flow, Free Cash Flow Conversion, Normalized revenue growth and Normalized gross profit 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: exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, evolving U.S. trade policies, general economic slowdown or recession; 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 platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.

 

Consolidated Statement of Operations

 

 

 

Three Months ended December 31,

 

 

Year ended December 31,

 

($ in thousands, except per share data)

 

2025

(Unaudited)

 

 

2024

(Unaudited)

 

 

2025

 

 

2024

 

Revenue

 

$

78,585

 

 

$

78,271

 

 

$

309,261

 

 

$

313,042

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

20,240

 

 

 

18,556

 

 

$

77,243

 

 

$

71,636

 

Selling, general and administrative

 

 

36,996

 

 

 

36,503

 

 

 

142,006

 

 

 

145,466

 

Depreciation and amortization

 

 

25,631

 

 

 

24,382

 

 

 

102,046

 

 

 

103,710

 

Impairment loss

 

 

138,907

 

 

 

 

 

 

242,688

 

 

 

 

Total operating expenses

 

$

221,774

 

 

$

79,441

 

 

$

563,983

 

 

$

320,812

 

Loss from operations

 

$

(143,189

)

 

$

(1,170

)

 

$

(254,722

)

 

$

(7,770

)

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

597

 

 

 

1,629

 

 

 

4,061

 

 

 

5,992

 

Interest expense

 

 

(4,668

)

 

 

(3,134

)

 

 

(13,947

)

 

 

(7,873

)

Gain on extinguishment of debt

 

 

 

 

 

 

 

 

1,374

 

 

 

13,136

 

Change in fair value of tax receivable liability

 

 

(3,369

)

 

 

(1,785

)

 

 

(13,507

)

 

 

(14,543

)

Other income (loss)

 

 

46

 

 

 

76

 

 

 

(216

)

 

 

138

 

Total other income (expense)

 

 

(7,394

)

 

 

(3,214

)

 

 

(22,235

)

 

 

(3,150

)

Loss before income tax benefit (expense)

 

 

(150,583

)

 

 

(4,384

)

 

 

(276,957

)

 

 

(10,920

)

Income tax benefit

 

 

2,312

 

 

 

426

 

 

 

5,869

 

 

 

575

 

Net loss

 

$

(148,271

)

 

$

(3,958

)

 

$

(271,088

)

 

$

(10,345

)

Net loss attributable to non-controlling interest

 

 

(8,159

)

 

 

158

 

 

 

(14,364

)

 

 

(189

)

Net loss attributable to the Company

 

$

(140,112

)

 

$

(4,116

)

 

$

(256,724

)

 

$

(10,156

)

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

82,108,224

 

 

 

88,392,571

 

 

 

85,558,300

 

 

 

89,915,137

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per Class A share - basic and diluted

 

$

(1.71

)

 

$

(0.05

)

 

$

(3.00

)

 

$

(0.11

)

Consolidated Balance Sheets

 

($ in thousands)

 

December 31,

2025

 

 

December 31,

2024

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

115,692

 

 

$

189,530

 

Current restricted cash

 

 

29,327

 

 

 

35,654

 

Accounts receivable, net

 

 

33,172

 

 

 

32,950

 

Prepaid expenses and other

 

 

18,641

 

 

 

17,114

 

Total current assets

 

 

196,832

 

 

 

275,248

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

1,243

 

 

 

2,383

 

Noncurrent restricted cash

 

 

10,633

 

 

 

11,525

 

Intangible assets, net

 

 

329,844

 

 

 

389,034

 

Goodwill

 

 

474,512

 

 

 

716,793

 

Operating lease right-of-use assets, net

 

 

8,866

 

 

 

11,142

 

Deferred tax assets

 

 

173,028

 

 

 

163,283

 

Other assets

 

 

4,791

 

 

 

2,500

 

Total noncurrent assets

 

 

1,002,917

 

 

 

1,296,660

 

Total assets

 

$

1,199,749

 

 

$

1,571,908

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Accounts payable

 

$

25,177

 

 

$

28,912

 

Accrued expenses

 

 

52,959

 

 

 

55,501

 

Current maturities of long-term debt, net

 

 

146,477

 

 

 

 

Current operating lease liabilities

 

 

1,548

 

 

 

1,230

 

Current tax receivable agreement ($1,555 and $2,413 held for related parties as of December 31, 2025 and December 31, 2024, respectively)

 

 

13,702

 

 

 

16,337

 

Other current liabilities

 

 

785

 

 

 

267

 

Total current liabilities

 

 

240,648

 

 

 

102,247

 

 

 

 

 

 

 

 

Long-term debt, net

 

 

280,065

 

 

 

496,778

 

Noncurrent operating lease liabilities

 

 

8,790

 

 

 

10,507

 

Tax receivable agreement, net of current portion ($20,748 and $25,134 held for related parties as of December 31, 2025 and December 31, 2024, respectively)

 

 

187,239

 

 

 

187,308

 

Other liabilities

 

 

1,225

 

 

 

1,899

 

Total noncurrent liabilities

 

 

477,319

 

 

 

696,492

 

Total liabilities

 

$

717,967

 

 

$

798,739

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized, 95,138,635 issued and 81,762,746 outstanding as of December 31, 2025; 93,732,227 issued and 88,239,494 outstanding as of December 31, 2024

 

 

8

 

 

 

9

 

Class V common stock, $0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of December 31, 2025 and 2024

 

 

 

 

 

 

Treasury stock, 13,375,889 and 5,492,733 shares as of December 31, 2025 and December 31, 2024, respectively

 

 

(92,025

)

 

 

(53,782

)

Additional paid-in capital

 

 

1,166,998

 

 

 

1,148,871

 

Accumulated deficit

 

 

(590,550

)

 

 

(333,826

)

Total Repay stockholders’ equity

 

 

484,431

 

 

 

761,272

 

Non-controlling interests

 

 

(2,649

)

 

 

11,897

 

Total equity

 

$

481,782

 

 

$

773,169

 

Total liabilities and equity

 

$

1,199,749

 

 

$

1,571,908

 

Consolidated Statements of Cash Flows

 

 

 

Year Ended December 31,

 

($ in thousands)

 

2025

 

 

2024

 

Cash flows from operating activities

 

 

 

 

 

 

Net income (loss)

 

$

(271,088

)

 

$

(10,345

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

102,046

 

 

 

103,710

 

Stock based compensation

 

 

18,329

 

 

 

24,388

 

Amortization of debt issuance costs

 

 

3,113

 

 

 

3,030

 

Gain on extinguishment of debt

 

 

(1,374

)

 

 

(13,136

)

Other loss

 

 

267

 

 

 

 

Fair value change in tax receivable agreement liability

 

 

13,507

 

 

 

14,543

 

Impairment loss

 

 

242,688

 

 

 

 

Deferred tax expense benefit

 

 

(6,373

)

 

 

(2,490

)

Change in accounts receivable, net

 

 

(222

)

 

 

3,067

 

Change in prepaid expenses and other

 

 

(1,527

)

 

 

(1,905

)

Change in operating lease ROU assets

 

 

1,869

 

 

 

(3,119

)

Change in other assets

 

 

(2,291

)

 

 

 

Change in accounts payable

 

 

(3,735

)

 

 

6,882

 

Change in accrued expenses and other

 

 

(2,542

)

 

 

22,594

 

Change in operating lease liabilities

 

 

(1,399

)

 

 

2,861

 

Change in other liabilities

 

 

(156

)

 

 

10

 

Net cash provided by operating activities

 

 

91,112

 

 

 

150,090

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Purchases of property and equipment

 

 

(286

)

 

 

(989

)

Purchases of intangible assets

 

 

(200

)

 

 

 

Capitalized software development costs

 

 

(41,497

)

 

 

(43,864

)

Net cash used in investing activities

 

 

(41,983

)

 

 

(44,853

)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

Issuance of long-term debt

 

 

 

 

 

287,500

 

Payments on long-term debt

 

 

(71,976

)

 

 

(205,150

)

Payments of debt issuance costs

 

 

 

 

 

(9,631

)

Payments for tax withholding related to shares vesting under Incentive Plan and ESPP

 

 

(3,324

)

 

 

(2,131

)

Treasury shares repurchased

 

 

(38,549

)

 

 

(41,541

)

Stock options exercised

 

 

 

 

 

395

 

Distributions to Members

 

 

 

 

 

(2,349

)

Purchase of capped calls related to issuance of the 2029 Notes

 

 

 

 

 

(39,186

)

Payment of Tax Receivable Agreement (“TRA”)

 

 

(16,337

)

 

 

(580

)

Net cash used in financing activities

 

 

(130,186

)

 

 

(12,673

)

 

 

 

 

 

 

 

(Decrease) increase in cash, cash equivalents and restricted cash

 

 

(81,057

)

 

 

92,564

 

Cash, cash equivalents and restricted cash at beginning of period

 

$

236,709

 

 

$

144,145

 

Cash, cash equivalents and restricted cash at end of period

 

$

155,652

 

 

$

236,709

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

Interest

 

$

9,147

 

 

$

4,843

 

Income taxes

 

$

1,761

 

 

$

2,811

 

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

For the Three Months Ended December 31, 2025 and 2024

(Unaudited)

 

 

 

Three Months Ended December 31,

 

($ in thousands)

 

2025

 

 

2024

 

Revenue

 

$

78,585

 

 

$

78,271

 

Operating expenses

 

 

 

 

 

 

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

 

$

20,240

 

 

$

18,556

 

Selling, general and administrative

 

 

36,996

 

 

 

36,503

 

Depreciation and amortization

 

 

25,631

 

 

 

24,382

 

Impairment loss

 

 

138,907

 

 

 

 

Total operating expenses

 

$

221,774

 

 

$

79,441

 

Loss from operations

 

$

(143,189

)

 

$

(1,170

)

Other income (expense)

 

 

 

 

 

 

Interest income

 

 

597

 

 

 

1,629

 

Interest expense

 

 

(4,668

)

 

 

(3,134

)

Change in fair value of tax receivable liability

 

 

(3,369

)

 

 

(1,785

)

Other income (loss)

 

 

46

 

 

 

76

 

Total other income (expense)

 

 

(7,394

)

 

 

(3,214

)

Loss before income tax benefit (expense)

 

 

(150,583

)

 

 

(4,384

)

Income tax benefit

 

 

2,312

 

 

 

426

 

Net loss

 

$

(148,271

)

 

$

(3,958

)

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

Interest income

 

 

(597

)

 

 

(1,629

)

Interest expense

 

 

4,668

 

 

 

3,134

 

Depreciation and amortization (a)

 

 

25,631

 

 

 

24,382

 

Income tax benefit

 

 

(2,312

)

 

 

(426

)

EBITDA

 

$

(120,881

)

 

$

21,503

 

 

 

 

 

 

 

 

Non-cash impairment loss (b)

 

 

138,907

 

 

 

 

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

 

 

3,369

 

 

 

1,785

 

Share-based compensation expense (d)

 

 

4,429

 

 

 

5,921

 

Transaction expenses (e)

 

 

298

 

 

 

297

 

Restructuring and other strategic initiative costs (f)

 

 

2,408

 

 

 

5,524

 

Other non-recurring charges (g)

 

 

3,871

 

 

 

1,440

 

Adjusted EBITDA

 

$

32,401

 

 

$

36,470

 

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

(Unaudited)

 

 

Three Months ended

 

(in $ thousands)

 

March 31,

2025

 

 

June 30,

2025

 

 

September 30,

2025

 

Net income (loss)

 

$

(8,168

)

 

$

(108,032

)

 

$

(6,617

)

 

 

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

 

 

Interest income

 

 

(1,356

)

 

 

(1,197

)

 

 

(911

)

Interest expense

 

 

3,107

 

 

 

3,087

 

 

 

3,085

 

Depreciation and amortization (a)

 

 

25,294

 

 

 

25,481

 

 

 

25,640

 

Income tax (benefit) expense

 

 

(452

)

 

 

(1,297

)

 

 

(1,808

)

EBITDA

 

$

18,425

 

 

$

(81,958

)

 

$

19,389

 

 

 

 

 

 

 

 

 

 

 

Gain on extinguishment of debt (i)

 

 

 

 

 

 

 

 

(1,374

)

Non-cash impairment loss (b)

 

 

 

 

 

103,781

 

 

 

 

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

 

 

3,022

 

 

 

2,509

 

 

 

4,607

 

Share-based compensation expense (d)

 

 

6,045

 

 

 

3,049

 

 

 

5,508

 

Transaction expenses (e)

 

 

782

 

 

 

394

 

 

 

238

 

Restructuring and other strategic initiative costs (f)

 

 

3,511

 

 

 

2,724

 

 

 

1,492

 

Other non-recurring charges (g)

 

 

1,390

 

 

 

1,312

 

 

 

1,342

 

Adjusted EBITDA

 

$

33,175

 

 

$

31,811

 

 

$

31,202

 

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

For the Years Ended December 31, 2025 and 2024

(Unaudited)

 

 

 

Year Ended December 31,

 

($ in thousands)

 

2025

 

 

2024

 

Revenue

 

$

309,261

 

 

$

313,042

 

Operating expenses

 

 

 

 

 

 

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

 

$

77,243

 

 

$

71,636

 

Selling, general and administrative

 

 

142,006

 

 

 

145,466

 

Depreciation and amortization

 

 

102,046

 

 

 

103,710

 

Impairment loss

 

 

242,688

 

 

 

 

Total operating expenses

 

$

563,983

 

 

$

320,812

 

Loss from operations

 

$

(254,722

)

 

$

(7,770

)

Interest income

 

 

4,061

 

 

 

5,992

 

Interest expense

 

 

(13,947

)

 

 

(7,873

)

Gain on extinguishment of debt

 

 

1,374

 

 

 

13,136

 

Change in fair value of tax receivable liability

 

 

(13,507

)

 

 

(14,543

)

Other income (loss)

 

 

(216

)

 

 

138

 

Total other income (expense)

 

 

(22,235

)

 

 

(3,150

)

Loss before income tax benefit (expense)

 

 

(276,957

)

 

 

(10,920

)

Income tax benefit

 

 

5,869

 

 

 

575

 

Net loss

 

$

(271,088

)

 

$

(10,345

)

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

Interest income

 

 

(4,061

)

 

 

(5,992

)

Interest expense

 

 

13,947

 

 

 

7,873

 

Depreciation and amortization (a)

 

 

102,046

 

 

 

103,710

 

Income tax benefit

 

 

(5,869

)

 

 

(575

)

EBITDA

 

$

(165,025

)

 

$

94,671

 

 

 

 

 

 

 

 

Loss on business disposition (h)

 

 

 

 

 

 

Gain on extinguishment of debt (i)

 

 

(1,374

)

 

 

(13,136

)

Non-cash impairment loss (b)

 

 

242,688

 

 

 

 

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

 

 

13,507

 

 

 

14,543

 

Share-based compensation expense (d)

 

 

19,031

 

 

 

25,195

 

Transaction expenses (e)

 

 

1,712

 

 

 

2,325

 

Restructuring and other strategic initiative costs (f)

 

 

10,135

 

 

 

12,494

 

Other non-recurring charges (g)

 

 

7,915

 

 

 

4,718

 

Adjusted EBITDA

 

$

128,589

 

 

$

140,810

 

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

For the Three Months Ended December 31, 2025 and 2024

(Unaudited)

 

 

 

 

 

 

 

Three Months Ended December 31,

 

($ in thousands)

 

2025

 

 

2024

 

Revenue

 

$

78,585

 

 

$

78,271

 

Operating expenses

 

 

 

 

 

 

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

 

$

20,240

 

 

$

18,556

 

Selling, general and administrative

 

 

36,996

 

 

 

36,503

 

Depreciation and amortization

 

 

25,631

 

 

 

24,382

 

Impairment loss

 

 

138,907

 

 

 

 

Total operating expenses

 

$

221,774

 

 

$

79,441

 

Loss from operations

 

$

(143,189

)

 

$

(1,170

)

Interest income

 

 

597

 

 

 

1,629

 

Interest expense

 

 

(4,668

)

 

 

(3,134

)

Change in fair value of tax receivable liability

 

 

(3,369

)

 

 

(1,785

)

Other income (loss)

 

 

46

 

 

 

76

 

Total other income (expense)

 

 

(7,394

)

 

 

(3,214

)

Loss before income tax benefit (expense)

 

 

(150,583

)

 

 

(4,384

)

Income tax benefit

 

 

2,312

 

 

 

426

 

Net loss

 

$

(148,271

)

 

$

(3,958

)

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

Amortization of acquisition-related intangibles (j)

 

 

19,741

 

 

 

18,595

 

Non-cash impairment loss (b)

 

 

138,907

 

 

 

 

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

 

 

3,369

 

 

 

1,785

 

Share-based compensation expense (d)

 

 

4,429

 

 

 

5,921

 

Transaction expenses (e)

 

 

298

 

 

 

297

 

Restructuring and other strategic initiative costs (f)

 

 

2,408

 

 

 

5,524

 

Other non-recurring charges (g)

 

 

3,871

 

 

 

1,440

 

Non-cash interest expense (k)

 

 

715

 

 

 

845

 

Pro forma taxes at effective rate (l)

 

 

(8,715

)

 

 

(8,016

)

Adjusted Net Income

 

$

16,752

 

 

$

22,433

 

 

 

 

 

 

 

 

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

 

 

87,394,107

 

 

 

93,946,583

 

Adjusted Net Income per share

 

$

0.19

 

 

$

0.24

 

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

For the Years Ended December 31, 2025 and 2024

(Unaudited)

 

 

 

Year Ended December 31,

 

($ in thousands)

 

2025

 

 

2024

 

Revenue

 

$

309,261

 

 

$

313,042

 

Operating expenses

 

 

 

 

 

 

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

 

$

77,243

 

 

$

71,636

 

Selling, general and administrative

 

 

142,006

 

 

 

145,466

 

Depreciation and amortization

 

 

102,046

 

 

 

103,710

 

Impairment loss

 

 

242,688

 

 

 

 

Total operating expenses

 

$

563,983

 

 

$

320,812

 

Loss from operations

 

$

(254,722

)

 

$

(7,770

)

Interest income

 

 

4,061

 

 

 

5,992

 

Interest expense

 

 

(13,947

)

 

 

(7,873

)

Gain on extinguishment of debt

 

 

1,374

 

 

 

13,136

 

Change in fair value of tax receivable liability

 

 

(13,507

)

 

 

(14,543

)

Other income (loss)

 

 

(216

)

 

 

138

 

Total other income (expense)

 

 

(22,235

)

 

 

(3,150

)

Loss before income tax benefit (expense)

 

 

(276,957

)

 

 

(10,920

)

Income tax benefit

 

 

5,869

 

 

 

575

 

Net loss

 

$

(271,088

)

 

$

(10,345

)

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

Amortization of acquisition-related intangibles (j)

 

 

78,299

 

 

 

77,144

 

Loss on business disposition (h)

 

 

 

 

 

 

Gain on extinguishment of debt (i)

 

 

(1,374

)

 

 

(13,136

)

Non-cash impairment loss (b)

 

 

242,688

 

 

 

 

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

 

 

13,507

 

 

 

14,543

 

Share-based compensation expense (d)

 

 

19,031

 

 

 

25,195

 

Transaction expenses (e)

 

 

1,712

 

 

 

2,325

 

Restructuring and other strategic initiative costs (f)

 

 

10,135

 

 

 

12,494

 

Other non-recurring charges (g)

 

 

7,915

 

 

 

4,718

 

Non-cash interest expense (k)

 

 

3,113

 

 

 

3,031

 

Pro forma taxes at effective rate (l)

 

 

(29,576

)

 

 

(28,151

)

Adjusted Net Income

 

$

74,362

 

 

$

87,818

 

 

 

 

 

 

 

 

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

 

 

90,862,104

 

 

 

95,678,128

 

Adjusted Net Income per share

 

$

0.82

 

 

$

0.92

 

Reconciliation of Operating Cash Flow to Free Cash Flow

For the Three Months and Years Ended December 31, 2025 and 2024

(Unaudited)

 

 

 

Three Months ended

December 31,

 

 

Year Ended

December 31,

 

($ in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net cash provided by operating activities

 

$

23,317

 

 

$

34,252

 

 

$

91,112

 

 

$

150,090

 

Capital expenditures

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for property and equipment

 

 

(87

)

 

 

(207

)

 

 

(286

)

 

 

(989

)

Purchases of intangible assets

 

 

(200

)

 

 

 

 

 

(200

)

 

 

 

Capitalized software development costs

 

 

(9,251

)

 

 

(10,586

)

 

 

(41,497

)

 

 

(43,864

)

Total capital expenditures

 

 

(9,538

)

 

 

(10,793

)

 

 

(41,983

)

 

 

(44,853

)

Free cash flow

 

$

13,779

 

 

$

23,459

 

 

$

49,129

 

 

$

105,237

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free cash flow conversion

 

 

43

%

 

 

64

%

 

 

38

%

 

 

75

%

Quarterly Reconciliation of Operating Cash Flow to Free Cash Flow

(Unaudited)

 

Three Months ended

 

(in $ thousands)

 

March 31,

2025

 

 

June 30,

2025

 

 

September 30,

2025

 

Net cash provided by operating activities

 

$

2,503

 

 

$

33,065

 

 

$

32,227

 

Capital expenditures

 

 

 

 

 

 

 

 

 

Cash paid for property and equipment

 

 

(146

)

 

 

69

 

 

 

(122

)

Capitalized software development costs

 

 

(10,391

)

 

 

(10,534

)

 

 

(11,321

)

Total capital expenditures

 

 

(10,537

)

 

 

(10,465

)

 

 

(11,443

)

Free cash flow

 

$

(8,034

)

 

$

22,600

 

 

$

20,784

 

 

 

 

 

 

 

 

 

 

 

Free cash flow conversion

 

 

(24

%)

 

 

71

%

 

 

67

%

Reconciliation of Revenue Growth to Normalized Revenue Growth by Segment

For the Year-over-Year Change Between the Three Months Ended December 31, 2025 and 2024

(Unaudited)

 

 

 

Consumer

Payments

 

 

Business

Payments

 

 

Total

 

Total Revenue growth

 

 

8

%

 

 

(17

%)

 

 

0

%

Less: Growth from contributions related to political media

 

 

 

 

 

(58

%)

 

 

(10

%)

Normalized revenue growth (n)

 

 

8

%

 

 

41

%

 

 

10

%

Reconciliation of Gross Profit Growth to Normalized Gross Profit Growth by Segment

For the Year-over-Year Change Between the Three Months Ended December 31, 2025 and 2024

(Unaudited)

 

 

 

Consumer

Payments

 

 

Business

Payments

 

 

Total

 

Gross profit growth

 

 

6

%

 

 

(18

%)

 

 

(2

%)

Less: Growth from contributions related to political media

 

 

 

 

 

(91

%)

 

 

(11

%)

Normalized gross profit growth (o)

 

 

6

%

 

 

73

%

 

 

9

%

(a)

See footnote (j) for details on amortization and depreciation expenses.

(b)

For the three months and year ended December 31, 2025, reflects non-cash goodwill impairment loss primarily related to the Consumer Payments segment and non-cash impairment loss related to operating lease ROU assets.

(c)

Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement.

(d)

Represents compensation expense associated with equity compensation plans.

(e)

Primarily consists of professional service fees incurred in connection with prior transactions.

(f)

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.

(g)

For the three months and year ended December 31, 2025, 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. For the three months and year ended December 31, 2024, reflects one-time processing settlements, 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.

(h)

Reflects the loss recognized related to the disposition of Blue Cow.

(i)

Reflects a gain on the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal.

(j)

Reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the business combination with Thunder Bridge, and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables 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 amortization expenses:

 

 

Three months ended

December 31,

 

 

Year ended

December 31,

 

($ in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Acquisition-related intangibles

 

$

19,741

 

 

$

18,595

 

 

$

78,299

 

 

$

77,144

 

Software

 

 

5,639

 

 

 

5,249

 

 

 

22,588

 

 

 

24,826

 

Amortization

 

$

25,380

 

 

$

23,844

 

 

$

100,887

 

 

$

101,970

 

Depreciation

 

 

251

 

 

 

538

 

 

 

1,159

 

 

 

1,740

 

Total Depreciation and amortization (1)

 

$

25,631

 

 

$

24,382

 

 

$

102,046

 

 

$

103,710

 

 

 

Three Months ended

 

(in $ thousands)

 

March 31,

2025

 

 

June 30,

2025

 

 

September 30,

2025

 

Acquisition-related intangibles

 

$

19,329

 

 

$

19,506

 

 

$

19,723

 

Software

 

 

5,482

 

 

 

5,815

 

 

 

5,652

 

Amortization

 

$

24,811

 

 

$

25,321

 

 

$

25,375

 

Depreciation

 

 

483

 

 

 

160

 

 

 

265

 

Total Depreciation and amortization (1)

 

$

25,294

 

 

$

25,481

 

 

$

25,640

 

(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.

(k)

Represents amortization of non-cash deferred debt issuance costs.

(l)

Represents pro forma income tax adjustment effect associated with items adjusted above.

(m)

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 months and years ended December 31, 2025 and 2024. 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

December 31,

 

Year Ended

December 31,

 

 

2025

 

2024

 

2025

 

2024

Weighted average shares of Class A common stock outstanding - basic

 

82,108,224

 

88,392,571

 

85,558,300

 

89,915,137

Add: Non-controlling interests

 

 

 

 

 

 

 

 

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

5,285,883

5,554,012

5,303,804

5,762,991

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

 

87,394,107

 

93,946,583

 

90,862,104

 

95,678,128

(n)

Represents year-over-year revenue growth that excludes incremental revenue attributable to political media spending in Q4 2024 associated with the 2024 election cycle in our media payments business.

(o)

Represents year-over-year gross profit growth that excludes incremental gross profit attributable to political media spending in Q4 2024 associated with the 2024 election cycle in our media payments business.

 

Contacts:

Investor Relations Contact for REPAY:
ir@repay.com

Media Relations Contact for REPAY:
Kristen Hoyman
(404) 637-1665
khoyman@repay.com

Source: Repay Holdings Corporation

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