Repay cuts normalized organic growth outlook to 5%–6%
RPAY lowered its normalized-growth and cash-conversion targets while retaining its full-year revenue and adjusted EBITDA outlook.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Repay Holdings Corp (RPAY) reported third-quarter 2026 revenue of $153.4 million, up 97% year over year, and non-GAAP adjusted EBITDA of $50.9 million, up 63%. Organic revenue growth was 14%, including a 9-point contribution from political media. Consumer Payments organic growth was 0.3%, while Business Payments normalized organic growth was 40%. GAAP net loss was $10.4 million, compared with $6.6 million a year earlier.
Non-GAAP free cash flow was negative $21.1 million, versus positive $20.8 million a year earlier. REPAY attributed the result in part to a $14 million bank-reseller partnership investment; it said working-capital timing items were expected to reverse by year-end. Quarter-end net leverage was 3.8x, and liquidity was approximately $164 million, including $64 million in operating cash and an undrawn $100 million revolving credit facility.
For 2026, revenue outlook remains $490 million–$500 million and adjusted EBITDA $168.5 million–$176 million. Normalized organic revenue growth outlook is now 5%–6%, compared with 7%–9% previously; free cash flow conversion is 20%–25%, down from 30%, and adjusted free cash flow conversion is 25%–30%, down from 35%. Expected annualized cost synergies exiting 2026 rose to $11 million from $8 million. REPAY reiterated its target to reduce net leverage below 3.0x by year-end 2027.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointRevenue rose 97% and adjusted EBITDA increased 63% year over year.
- Minor point. Forward-looking: it has not happened yet and may not happen.Expected annualized cost synergies exiting 2026 rose to $11 million from $8 million.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.2026 normalized organic growth outlook fell to 5%–6% from 7%–9%.
- Moderate pointGAAP net loss widened to $10.4 million from $6.6 million.
- Moderate pointFree cash flow fell to negative $21.1 million from positive $20.8 million.
Filing Explained
The earnings supplement reports
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
Free Cash Flow Conversion financial
organic revenue growth financial
normalized organic revenue growth financial
Net Leverage financial
Earnings Snapshot
For full-year 2026, revenue is $490 million–$500 million, organic revenue growth is 10%–12%, normalized organic revenue growth is 5%–6%, adjusted EBITDA is $168.5 million–$176 million, free cash flow conversion is 20%–25%, and adjusted free cash flow conversion is 25%–30%.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were RPAY’s third-quarter 2026 revenue and adjusted EBITDA?
How did RPAY’s payment segments perform in Q3 2026?
AI-generated analysis. How Rhea-AI works. Not financial advice.
;
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
|||
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 9, 2026, Repay Holdings Corporation (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended September 30, 2026.
A copy of the Company’s earnings press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 2.02. As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
On November 9, 2026, the Company provided supplemental information regarding its business and operations in an earnings supplement that will be made available on the investor relations section of the Company’s website.
A copy of the earnings supplement is attached hereto as Exhibit 99.2 and is hereby incorporated by reference in this Item 7.01. As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
99.1 |
|
Press release issued November 9, 2026 by Repay Holdings Corporation |
99.2 |
|
Earnings Supplement, dated November 2026 |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Repay Holdings Corporation |
|
|
|
|
Dated: November 9, 2026 |
By: |
/s/ Robert S. Houser |
|
|
Robert S. Houser |
|
|
Chief Financial Officer |
REPAY Reports Third Quarter 2026 Financial Results
Reported GAAP revenue growth of 97% and organic revenue growth1 of 14% year-over-year, including a 9-point contribution from political media revenue
Raises Expected Annualized Cost Synergy Run-Rate Exiting 2026 to $11 Million, Up from $8 Million
ATLANTA, November 9, 2026 -- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of bill payment solutions, today reported financial results for its third quarter ended September 30, 2026.
Third Quarter 2026 Financial Highlights
($ in millions) |
|
Q3 2025 |
|
|
Q4 2025 |
|
|
Q1 2026 |
|
|
Q2 2026 |
|
|
Q3 2026 |
|
|||||
Revenue |
|
$ |
77.7 |
|
|
$ |
78.6 |
|
|
$ |
80.8 |
|
|
$ |
100.7 |
|
|
$ |
153.4 |
|
Net loss (1) |
|
|
(6.6 |
) |
|
|
(148.3 |
) |
|
|
(10.0 |
) |
|
|
(11.5 |
) |
|
|
(10.4 |
) |
Adjusted EBITDA (2) |
|
|
31.2 |
|
|
|
32.4 |
|
|
|
34.4 |
|
|
|
36.3 |
|
|
|
50.9 |
|
Net cash provided by operating activities |
|
|
32.2 |
|
|
|
23.3 |
|
|
|
16.8 |
|
|
|
40.2 |
|
|
|
9.9 |
|
Free Cash Flow (2) |
|
|
20.8 |
|
|
|
13.8 |
|
|
|
5.4 |
|
|
|
27.4 |
|
|
|
(21.1 |
) |
Free Cash Flow Conversion (2) |
|
|
67 |
% |
|
|
43 |
% |
|
|
16 |
% |
|
|
75 |
% |
|
|
(41 |
%) |
“Business Payments delivered exceptional results, KUBRA grew ahead of our expectations, and we are capturing cost synergies ahead of schedule,” said John Morris, Chief Executive Officer of REPAY. “Consumer Payments reported organic revenue growth that did not meet our expectations but we are implementing deliberate initiatives to improve competitive positioning.”
Third 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.
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.
2026 Outlook Update
“We are reiterating our full-year outlook for revenue of $490 million - $500 million, organic revenue growth of 10%-12%, and adjusted EBITDA of $168.5 million - $176 million,” said Robert Houser, Chief Financial Officer of REPAY. “Given results within core Consumer Payments, which were offset by strong political media spend revenue within Business Payments, we now expect normalized organic revenue growth in the 5%-6% range, vs. 7%-9% prior. We are also updating our free cash flow conversion targets, from 30% to a range of 20%-25% and our adjusted free cash flow conversion outlook from 35% to a range of 25%-30%, in each case, reflecting a $19 million bank channel partnership investment in the second half of the year; however, we remain on track to reduce net leverage below 3.0x by year-end 2027.”
REPAY is updating the previously presented outlook and expects the following financial results for full year 2026:
|
Full Year 2026 Outlook |
||
|
Prior |
|
Current |
Revenue |
$490 - 500 million |
|
$490 - 500 million |
Organic Revenue Growth |
10% - 12% |
|
10% - 12% |
Normalized Organic Revenue Growth |
7% - 9% |
|
5% - 6% |
Adjusted EBITDA |
$168.5 - 176 million |
|
$168.5 - 176 million |
Free Cash Flow Conversion |
30% |
|
20%-25% |
Adjusted Free Cash Flow Conversion |
35% |
|
25%-30% |
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.
2 Net leverage is a non-GAAP financial measure. See “Non-GAAP Financial Measures” below for additional information.
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 and 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 September 30, |
|
|
|
|
Nine Months Ended September 30, |
|
|
|
||||||||||
($ in thousands) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
2026 |
|
|
2025 |
|
|
% Change |
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer Payments |
|
$ |
137,046 |
|
|
$ |
71,721 |
|
|
91% |
|
$ |
305,844 |
|
|
$ |
214,138 |
|
|
43% |
Business Payments |
|
|
23,945 |
|
|
|
12,010 |
|
|
99% |
|
|
51,414 |
|
|
|
33,943 |
|
|
51% |
Elimination of intersegment revenues (1) |
|
|
(7,593 |
) |
|
|
(6,006 |
) |
|
|
|
|
(22,361 |
) |
|
|
(17,405 |
) |
|
|
Total revenue |
|
$ |
153,398 |
|
|
$ |
77,725 |
|
|
97% |
|
$ |
334,897 |
|
|
$ |
230,676 |
|
|
45% |
Gross profit (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer Payments |
|
$ |
90,506 |
|
|
$ |
55,562 |
|
|
63% |
|
$ |
218,803 |
|
|
$ |
167,702 |
|
|
30% |
Business Payments |
|
|
16,571 |
|
|
|
8,234 |
|
|
101% |
|
|
35,155 |
|
|
|
23,376 |
|
|
50% |
Elimination of intersegment revenues (1) |
|
|
(7,593 |
) |
|
|
(6,006 |
) |
|
|
|
|
(22,361 |
) |
|
|
(17,405 |
) |
|
|
Total gross profit |
|
$ |
99,484 |
|
|
$ |
57,790 |
|
|
72% |
|
$ |
231,597 |
|
|
$ |
173,673 |
|
|
33% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total gross profit margin (3) |
|
65% |
|
|
74% |
|
|
|
|
69% |
|
|
75% |
|
|
|
||||
Conference Call
REPAY will host a conference call to discuss third quarter financial results today, November 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 13763338. 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 non-cash impairment loss, (gain) loss on extinguishment of debt, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs, 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, non-cash charges and/or non-recurring charges, such as non-cash impairment loss, (gain) loss on extinguishment of debt, 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 nine months ended September 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 (for clarity, the acquisition of KUBRA is the only transaction excluded from organic revenue growth for the periods presented in this release). Normalized organic revenue growth represents year-over-year organic revenue growth that
excludes incremental revenue attributable to political media spending associated with the 2026 election cycle in our media payments business. Net Leverage represents net debt (total borrowings minus cash and cash equivalents) divided by LTM Adjusted EBITDA. LTM Adjusted EBITDA represents the sum of the Adjusted EBITDA for the four most recent fiscal quarters. 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, normalized organic revenue growth and Net leverage 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 update, 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 purposes 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 September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
($ in thousands, except per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenue |
|
$ |
153,398 |
|
|
$ |
77,725 |
|
|
$ |
334,897 |
|
|
$ |
230,676 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Costs of services |
|
|
53,914 |
|
|
|
19,935 |
|
|
|
103,300 |
|
|
|
57,003 |
|
Selling, general and administrative |
|
|
62,700 |
|
|
|
35,159 |
|
|
|
144,901 |
|
|
|
105,010 |
|
Depreciation and amortization |
|
|
36,681 |
|
|
|
25,640 |
|
|
|
89,857 |
|
|
|
76,415 |
|
Impairment loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
103,781 |
|
Total operating expenses |
|
|
153,295 |
|
|
|
80,734 |
|
|
|
338,058 |
|
|
|
342,209 |
|
Income (loss) from operations |
|
|
103 |
|
|
|
(3,009 |
) |
|
|
(3,161 |
) |
|
|
(111,533 |
) |
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
264 |
|
|
|
911 |
|
|
|
968 |
|
|
|
3,464 |
|
Interest expense |
|
|
(15,548 |
) |
|
|
(3,085 |
) |
|
|
(27,375 |
) |
|
|
(9,279 |
) |
Gain (loss) on extinguishment of debt |
|
|
(205 |
) |
|
|
1,374 |
|
|
|
(1,179 |
) |
|
|
1,374 |
|
Change in fair value of tax receivable liability |
|
|
1,995 |
|
|
|
(4,607 |
) |
|
|
(5,115 |
) |
|
|
(10,138 |
) |
Other income (loss), net |
|
|
168 |
|
|
|
(9 |
) |
|
|
444 |
|
|
|
(262 |
) |
Total other income (expense) |
|
|
(13,326 |
) |
|
|
(5,416 |
) |
|
|
(32,257 |
) |
|
|
(14,841 |
) |
Loss before income tax benefit |
|
|
(13,223 |
) |
|
|
(8,425 |
) |
|
|
(35,418 |
) |
|
|
(126,374 |
) |
Income tax benefit |
|
|
2,820 |
|
|
|
1,808 |
|
|
|
3,452 |
|
|
|
3,557 |
|
Net loss |
|
$ |
(10,403 |
) |
|
$ |
(6,617 |
) |
|
$ |
(31,966 |
) |
|
$ |
(122,817 |
) |
Less: Net loss attributable to non-controlling interest |
|
|
(1,066 |
) |
|
|
(203 |
) |
|
|
(1,703 |
) |
|
|
(6,205 |
) |
Net loss attributable to the Company |
|
$ |
(9,337 |
) |
|
$ |
(6,414 |
) |
|
$ |
(30,263 |
) |
|
$ |
(116,612 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average shares of Class A common stock outstanding - basic and diluted |
|
|
83,502,242 |
|
|
|
82,579,954 |
|
|
|
83,105,427 |
|
|
|
86,720,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss per Class A share attributable to the Company - basic and diluted |
|
$ |
(0.11 |
) |
|
$ |
(0.08 |
) |
|
$ |
(0.36 |
) |
|
$ |
(1.34 |
) |
Condensed Consolidated Balance Sheets
($ in thousands) |
|
September 30, 2026 (Unaudited) |
|
|
December 31, 2025 |
|
||
Assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
63,826 |
|
|
$ |
115,692 |
|
Current restricted cash |
|
|
33,307 |
|
|
|
29,327 |
|
Accounts receivable, net |
|
|
75,520 |
|
|
|
33,172 |
|
Inventories |
|
|
2,401 |
|
|
|
— |
|
Prepaid expenses and other |
|
|
28,300 |
|
|
|
18,641 |
|
Total current assets |
|
|
203,354 |
|
|
|
196,832 |
|
|
|
|
|
|
|
|
||
Property and equipment, net |
|
|
4,380 |
|
|
|
1,243 |
|
Noncurrent restricted cash |
|
|
7,465 |
|
|
|
10,633 |
|
Intangible assets, net |
|
|
560,472 |
|
|
|
329,844 |
|
Goodwill |
|
|
651,539 |
|
|
|
474,512 |
|
Operating lease right-of-use assets, net |
|
|
15,464 |
|
|
|
8,866 |
|
Deferred tax assets |
|
|
154,474 |
|
|
|
173,028 |
|
Other assets |
|
|
5,080 |
|
|
|
4,791 |
|
Total noncurrent assets |
|
|
1,398,874 |
|
|
|
1,002,917 |
|
Total assets |
|
$ |
1,602,228 |
|
|
$ |
1,199,749 |
|
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
50,081 |
|
|
$ |
25,177 |
|
Accrued expenses |
|
|
58,827 |
|
|
|
52,959 |
|
Contract liabilities |
|
|
26,400 |
|
|
|
1,211 |
|
Current maturities of long-term debt, net |
|
|
5,000 |
|
|
|
146,477 |
|
Current operating lease liabilities |
|
|
5,126 |
|
|
|
1,548 |
|
Current finance lease liabilities |
|
|
453 |
|
|
|
— |
|
Current tax receivable agreement ($0 and $1,555 held for related parties as of September 30, 2026 and December 31, 2025, respectively) |
|
|
— |
|
|
|
13,702 |
|
Other current liabilities |
|
|
255 |
|
|
|
666 |
|
Total current liabilities |
|
|
146,142 |
|
|
|
241,740 |
|
|
|
|
|
|
|
|
||
Long-term debt, net |
|
|
748,310 |
|
|
|
280,065 |
|
Noncurrent operating lease liabilities |
|
|
11,888 |
|
|
|
8,790 |
|
Noncurrent finance lease liabilities |
|
|
919 |
|
|
|
— |
|
Deferred tax liabilities |
|
|
37,996 |
|
|
|
— |
|
Tax receivable agreement, net of current portion ($8,038 and $20,748 held for related parties as of September 30, 2026 and December 31, 2025, respectively) |
|
|
192,354 |
|
|
|
187,239 |
|
Other liabilities |
|
|
133 |
|
|
|
133 |
|
Total noncurrent liabilities |
|
|
991,600 |
|
|
|
476,227 |
|
Total liabilities |
|
$ |
1,137,742 |
|
|
$ |
717,967 |
|
|
|
|
|
|
|
|
||
Commitments and contingencies |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Stockholders' equity |
|
|
|
|
|
|
||
Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized; 96,307,625 issued and 82,931,736 outstanding as of September 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 September 30, 2026 and December 31, 2025 |
|
|
— |
|
|
|
— |
|
Treasury stock, 13,375,889 shares repurchased as of both September 30, 2026 and December 31, 2025 |
|
|
(92,025 |
) |
|
|
(92,025 |
) |
Additional paid-in capital |
|
|
1,181,662 |
|
|
|
1,166,998 |
|
Accumulated deficit |
|
|
(620,813 |
) |
|
|
(590,550 |
) |
Total Repay stockholders' equity |
|
$ |
468,832 |
|
|
$ |
484,431 |
|
Non-controlling interests |
|
|
(4,346 |
) |
|
|
(2,649 |
) |
Total equity |
|
|
464,486 |
|
|
|
481,782 |
|
Total liabilities and equity |
|
$ |
1,602,228 |
|
|
$ |
1,199,749 |
|
|
|
|
|
|
|
|
||
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
Nine Months Ended September 30, |
|
|||||
($ in thousands) |
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net loss |
|
$ |
(31,966 |
) |
|
$ |
(122,817 |
) |
|
|
|
|
|
|
|
||
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
89,857 |
|
|
|
76,415 |
|
Stock based compensation |
|
|
15,441 |
|
|
|
13,900 |
|
Amortization of debt issuance costs |
|
|
3,169 |
|
|
|
2,397 |
|
Loss on extinguishment of debt |
|
|
1,179 |
|
|
|
(1,374 |
) |
Other loss |
|
|
— |
|
|
|
267 |
|
Fair value change in tax receivable agreement liability |
|
|
5,115 |
|
|
|
10,138 |
|
Impairment loss |
|
|
— |
|
|
|
103,781 |
|
Deferred tax benefit |
|
|
(3,452 |
) |
|
|
(3,557 |
) |
Change in accounts receivable, net |
|
|
(12,594 |
) |
|
|
(265 |
) |
Change in inventories |
|
|
(180 |
) |
|
|
— |
|
Change in prepaid expenses and other |
|
|
(2,704 |
) |
|
|
418 |
|
Change in lease ROU assets |
|
|
2,803 |
|
|
|
1,480 |
|
Change in other assets |
|
|
(289 |
) |
|
|
(2,354 |
) |
Change in accounts payable |
|
|
7,470 |
|
|
|
(5,922 |
) |
Change in accrued expenses and other |
|
|
(853 |
) |
|
|
(4,846 |
) |
Change in contract liabilities |
|
|
(2,930 |
) |
|
|
— |
|
Change in lease liabilities |
|
|
(2,713 |
) |
|
|
(1,002 |
) |
Change in other liabilities |
|
|
(412 |
) |
|
|
1,136 |
|
Net cash provided by operating activities |
|
|
66,941 |
|
|
|
67,795 |
|
|
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
(2,997 |
) |
|
|
(199 |
) |
Purchases of intangible assets |
|
|
(22,511 |
) |
|
|
— |
|
Capitalized software development costs |
|
|
(52,285 |
) |
|
|
(32,246 |
) |
Acquisition of KUBRA, net of cash and restricted cash acquired |
|
|
(348,150 |
) |
|
|
— |
|
Net cash used in investing activities |
|
|
(425,943 |
) |
|
|
(32,445 |
) |
|
|
|
|
|
|
|
||
Cash flows from financing activities |
|
|
|
|
|
|
||
Issuance of long-term debt |
|
|
610,000 |
|
|
|
— |
|
Payments on long-term debt |
|
|
(257,758 |
) |
|
|
(71,976 |
) |
Payments of debt issuance costs |
|
|
(29,821 |
) |
|
|
— |
|
Payments for tax withholding related to shares vesting under Incentive Plan |
|
|
(771 |
) |
|
|
(3,433 |
) |
Treasury shares repurchased |
|
|
— |
|
|
|
(38,405 |
) |
Payment of Tax Receivable Agreement |
|
|
(13,702 |
) |
|
|
(16,337 |
) |
Net cash provided by (used in) financing activities |
|
|
307,948 |
|
|
|
(130,151 |
) |
|
|
|
|
|
|
|
||
Decrease in cash, cash equivalents and restricted cash |
|
|
(51,054 |
) |
|
|
(94,801 |
) |
Cash, cash equivalents and restricted cash at beginning of period |
|
$ |
155,652 |
|
|
$ |
236,709 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
104,598 |
|
|
$ |
141,908 |
|
|
|
|
|
|
|
|
||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
|
|
|
|
|
|
||
Cash paid during the period for: |
|
|
|
|
|
|
||
Interest |
|
$ |
27,946 |
|
|
$ |
9,114 |
|
Income taxes (net of refunds received) |
|
$ |
3,070 |
|
|
$ |
1,703 |
|
|
|
|
|
|
|
|
||
SUPPLEMENTAL SCHEDULE OF NONCASH |
|
|
|
|
|
|
||
OPERATING AND INVESTING ACTIVITIES |
|
|
|
|
|
|
||
Acquisition of a software license |
|
$ |
5,196 |
|
|
$ |
— |
|
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA
For the Three Months Ended September 30, 2026 and 2025
(Unaudited)
|
Three Months Ended September 30, |
|
|
|||||
($ in thousands) |
2026 |
|
|
2025 |
|
|
||
Revenue |
$ |
153,398 |
|
|
$ |
77,725 |
|
|
Operating expenses |
|
|
|
|
|
|
||
Costs of services |
$ |
53,914 |
|
|
$ |
19,935 |
|
|
Selling, general and administrative |
|
62,700 |
|
|
|
35,159 |
|
|
Depreciation and amortization |
|
36,681 |
|
|
|
25,640 |
|
|
Impairment loss |
|
— |
|
|
|
— |
|
|
Total operating expenses |
$ |
153,295 |
|
|
$ |
80,734 |
|
|
Income (loss) from operations |
$ |
103 |
|
|
$ |
(3,009 |
) |
|
Other income (expense) |
|
|
|
|
|
|
||
Interest income |
|
264 |
|
|
|
911 |
|
|
Interest expense |
|
(15,548 |
) |
|
|
(3,085 |
) |
|
Gain (loss) on extinguishment of debt |
|
(205 |
) |
|
|
1,374 |
|
|
Change in fair value of tax receivable liability |
|
1,995 |
|
|
|
(4,607 |
) |
|
Other income (loss), net |
|
168 |
|
|
|
(9 |
) |
|
Total other income (expense) |
|
(13,326 |
) |
|
|
(5,416 |
) |
|
Loss before income tax benefit |
|
(13,223 |
) |
|
|
(8,425 |
) |
|
Income tax benefit |
|
2,820 |
|
|
|
1,808 |
|
|
Net loss |
$ |
(10,403 |
) |
|
$ |
(6,617 |
) |
|
|
|
|
|
|
|
|
||
Add: |
|
|
|
|
|
|
||
Interest income |
|
(264 |
) |
|
|
(911 |
) |
|
Interest expense |
|
15,548 |
|
|
|
3,085 |
|
|
Depreciation and amortization (a) |
|
36,681 |
|
|
|
25,640 |
|
|
Income tax benefit |
|
(2,820 |
) |
|
|
(1,808 |
) |
|
EBITDA |
$ |
38,742 |
|
|
$ |
19,389 |
|
|
|
|
|
|
|
|
|
||
(Gain) loss on extinguishment of debt (b) |
|
205 |
|
|
|
(1,374 |
) |
|
Non-cash change in fair value of assets and liabilities (c) |
|
(1,995 |
) |
|
|
4,607 |
|
|
Share-based compensation expense (d) |
|
5,686 |
|
|
|
5,508 |
|
|
Transaction expenses (e) |
|
2,858 |
|
|
|
238 |
|
|
Restructuring and other strategic initiative costs (f) |
|
3,547 |
|
|
|
1,492 |
|
|
Other non-recurring charges (g) |
|
1,838 |
|
|
|
1,342 |
|
|
Adjusted EBITDA |
$ |
50,881 |
|
|
$ |
31,202 |
|
|
|
|
|
|
|
|
|
||
Quarterly Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA
(Unaudited)
|
|
Three Months Ended |
|
|||||||||
($ in thousands) |
|
December 31, 2025 |
|
|
March 31, 2026 |
|
|
June 30, 2026 |
|
|||
Net loss |
|
$ |
(148,271 |
) |
|
$ |
(10,034 |
) |
|
$ |
(11,529 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Add: |
|
|
|
|
|
|
|
|
|
|||
Interest income |
|
$ |
(597 |
) |
|
$ |
(415 |
) |
|
$ |
(289 |
) |
Interest expense |
|
|
4,668 |
|
|
|
3,844 |
|
|
|
7,983 |
|
Depreciation and amortization (a) |
|
|
25,631 |
|
|
|
25,540 |
|
|
|
27,636 |
|
Income tax (benefit) expense |
|
|
(2,312 |
) |
|
|
2,033 |
|
|
|
(2,665 |
) |
EBITDA |
|
$ |
(120,881 |
) |
|
$ |
20,968 |
|
|
$ |
21,136 |
|
|
|
|
|
|
|
|
|
|
|
|||
Non-cash impairment loss (h) |
|
|
138,907 |
|
|
|
— |
|
|
|
— |
|
(Gain) loss on extinguishment of debt (b) |
|
|
— |
|
|
|
— |
|
|
|
974 |
|
Non-cash change in fair value of assets and liabilities (c) |
|
|
3,369 |
|
|
|
4,563 |
|
|
|
2,547 |
|
Share-based compensation expense (d) |
|
|
4,429 |
|
|
|
5,020 |
|
|
|
4,736 |
|
Transaction expenses (e) |
|
|
298 |
|
|
|
258 |
|
|
|
2,780 |
|
Restructuring and other strategic initiative costs (f) |
|
|
2,408 |
|
|
|
1,867 |
|
|
|
2,113 |
|
Other non-recurring charges (g) |
|
|
3,871 |
|
|
|
1,686 |
|
|
|
2,015 |
|
Adjusted EBITDA |
|
$ |
32,401 |
|
|
$ |
34,362 |
|
|
$ |
36,301 |
|
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)
|
Nine Months Ended September 30, |
|
|
|||||
($ in thousands) |
2026 |
|
|
2025 |
|
|
||
Revenue |
$ |
334,897 |
|
|
$ |
230,676 |
|
|
Operating expenses |
|
|
|
|
|
|
||
Costs of services |
$ |
103,300 |
|
|
$ |
57,003 |
|
|
Selling, general and administrative |
|
144,901 |
|
|
|
105,010 |
|
|
Depreciation and amortization |
|
89,857 |
|
|
|
76,415 |
|
|
Impairment loss |
|
— |
|
|
|
103,781 |
|
|
Total operating expenses |
$ |
338,058 |
|
|
$ |
342,209 |
|
|
Income (loss) from operations |
$ |
(3,161 |
) |
|
$ |
(111,533 |
) |
|
Other income (expense) |
|
|
|
|
|
|
||
Interest income |
|
968 |
|
|
|
3,464 |
|
|
Interest expense |
|
(27,375 |
) |
|
|
(9,279 |
) |
|
Gain (loss) on extinguishment of debt |
|
(1,179 |
) |
|
|
1,374 |
|
|
Change in fair value of tax receivable liability |
|
(5,115 |
) |
|
|
(10,138 |
) |
|
Other income (loss), net |
|
444 |
|
|
|
(262 |
) |
|
Total other income (expense) |
|
(32,257 |
) |
|
|
(14,841 |
) |
|
Loss before income tax benefit |
|
(35,418 |
) |
|
|
(126,374 |
) |
|
Income tax benefit |
|
3,452 |
|
|
|
3,557 |
|
|
Net loss |
$ |
(31,966 |
) |
|
$ |
(122,817 |
) |
|
|
|
|
|
|
|
|
||
Add: |
|
|
|
|
|
|
||
Interest income |
|
(968 |
) |
|
|
(3,464 |
) |
|
Interest expense |
|
27,375 |
|
|
|
9,279 |
|
|
Depreciation and amortization (a) |
|
89,857 |
|
|
|
76,415 |
|
|
Income tax benefit |
|
(3,452 |
) |
|
|
(3,557 |
) |
|
EBITDA |
$ |
80,846 |
|
|
$ |
(44,144 |
) |
|
|
|
|
|
|
|
|
||
Non-cash impairment loss (h) |
|
— |
|
|
|
103,781 |
|
|
(Gain) loss on extinguishment of debt (b) |
|
1,179 |
|
|
|
(1,374 |
) |
|
Non-cash change in fair value of assets and liabilities (c) |
|
5,115 |
|
|
|
10,138 |
|
|
Share-based compensation expense (d) |
|
15,441 |
|
|
|
14,602 |
|
|
Transaction expenses (e) |
|
5,896 |
|
|
|
1,414 |
|
|
Restructuring and other strategic initiative costs (f) |
|
7,527 |
|
|
|
7,727 |
|
|
Other non-recurring charges (g) |
|
5,539 |
|
|
|
4,044 |
|
|
Adjusted EBITDA |
$ |
121,543 |
|
|
$ |
96,188 |
|
|
|
|
|
|
|
|
|
||
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income
For the Three Months Ended September 30, 2026 and 2025
(Unaudited)
|
Three Months Ended September 30, |
|
|
|||||
($ in thousands) |
2026 |
|
|
2025 |
|
|
||
Revenue |
$ |
153,398 |
|
|
$ |
77,725 |
|
|
Operating expenses |
|
|
|
|
|
|
||
Costs of services |
$ |
53,914 |
|
|
$ |
19,935 |
|
|
Selling, general and administrative |
|
62,700 |
|
|
|
35,159 |
|
|
Depreciation and amortization |
|
36,681 |
|
|
|
25,640 |
|
|
Impairment loss |
|
— |
|
|
|
— |
|
|
Total operating expenses |
$ |
153,295 |
|
|
$ |
80,734 |
|
|
Income (loss) from operations |
$ |
103 |
|
|
$ |
(3,009 |
) |
|
Other income (expense) |
|
|
|
|
|
|
||
Interest income |
|
264 |
|
|
|
911 |
|
|
Interest expense |
|
(15,548 |
) |
|
|
(3,085 |
) |
|
Gain (loss) on extinguishment of debt |
|
(205 |
) |
|
|
1,374 |
|
|
Change in fair value of tax receivable liability |
|
1,995 |
|
|
|
(4,607 |
) |
|
Other income (loss), net |
|
168 |
|
|
|
(9 |
) |
|
Total other income (expense) |
|
(13,326 |
) |
|
|
(5,416 |
) |
|
Loss before income tax benefit |
|
(13,223 |
) |
|
|
(8,425 |
) |
|
Income tax benefit |
|
2,820 |
|
|
|
1,808 |
|
|
Net loss |
$ |
(10,403 |
) |
|
$ |
(6,617 |
) |
|
|
|
|
|
|
|
|
||
Add: |
|
|
|
|
|
|
||
Amortization of acquisition-related intangibles (i) |
|
29,202 |
|
|
|
19,723 |
|
|
(Gain) loss on extinguishment of debt (b) |
|
205 |
|
|
|
(1,374 |
) |
|
Non-cash change in fair value of assets and liabilities (c) |
|
(1,995 |
) |
|
|
4,607 |
|
|
Share-based compensation expense (d) |
|
5,686 |
|
|
|
5,508 |
|
|
Transaction expenses (e) |
|
2,858 |
|
|
|
238 |
|
|
Restructuring and other strategic initiative costs (f) |
|
3,547 |
|
|
|
1,492 |
|
|
Other non-recurring charges (g) |
|
1,838 |
|
|
|
1,342 |
|
|
Non-cash interest expense (j) |
|
1,614 |
|
|
|
779 |
|
|
Pro forma taxes at effective rate (k) |
|
(10,120 |
) |
|
|
(7,450 |
) |
|
Adjusted Net Income |
$ |
22,432 |
|
|
$ |
18,248 |
|
|
|
|
|
|
|
|
|
||
Shares of Class A common stock outstanding (on an as-converted basis) (l) |
|
88,788,125 |
|
|
|
87,868,105 |
|
|
Adjusted Net Income per share |
$ |
0.25 |
|
|
$ |
0.21 |
|
|
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)
|
Nine Months Ended September 30, |
|
|
|||||
($ in thousands) |
2026 |
|
|
2025 |
|
|
||
Revenue |
$ |
334,897 |
|
|
$ |
230,676 |
|
|
Operating expenses |
|
|
|
|
|
|
||
Costs of services |
$ |
103,300 |
|
|
$ |
57,003 |
|
|
Selling, general and administrative |
|
144,901 |
|
|
|
105,010 |
|
|
Depreciation and amortization |
|
89,857 |
|
|
|
76,415 |
|
|
Impairment loss |
|
— |
|
|
|
103,781 |
|
|
Total operating expenses |
$ |
338,058 |
|
|
$ |
342,209 |
|
|
Income (loss) from operations |
$ |
(3,161 |
) |
|
$ |
(111,533 |
) |
|
Other income (expense) |
|
|
|
|
|
|
||
Interest income |
|
968 |
|
|
|
3,464 |
|
|
Interest expense |
|
(27,375 |
) |
|
|
(9,279 |
) |
|
Gain (loss) on extinguishment of debt |
|
(1,179 |
) |
|
|
1,374 |
|
|
Change in fair value of tax receivable liability |
|
(5,115 |
) |
|
|
(10,138 |
) |
|
Other income (loss), net |
|
444 |
|
|
|
(262 |
) |
|
Total other income (expense) |
|
(32,257 |
) |
|
|
(14,841 |
) |
|
Loss before income tax benefit |
|
(35,418 |
) |
|
|
(126,374 |
) |
|
Income tax benefit |
|
3,452 |
|
|
|
3,557 |
|
|
Net loss |
$ |
(31,966 |
) |
|
$ |
(122,817 |
) |
|
|
|
|
|
|
|
|
||
Add: |
|
|
|
|
|
|
||
Amortization of acquisition-related intangibles (i) |
|
70,965 |
|
|
|
58,558 |
|
|
Non-cash impairment loss (h) |
|
— |
|
|
|
103,781 |
|
|
(Gain) loss on extinguishment of debt (b) |
|
1,179 |
|
|
|
(1,374 |
) |
|
Non-cash change in fair value of assets and liabilities (c) |
|
5,115 |
|
|
|
10,138 |
|
|
Share-based compensation expense (d) |
|
15,441 |
|
|
|
14,602 |
|
|
Transaction expenses (e) |
|
5,896 |
|
|
|
1,414 |
|
|
Restructuring and other strategic initiative costs (f) |
|
7,527 |
|
|
|
7,727 |
|
|
Other non-recurring charges (g) |
|
5,539 |
|
|
|
4,044 |
|
|
Non-cash interest expense (j) |
|
3,051 |
|
|
|
2,398 |
|
|
Pro forma taxes at effective rate (k) |
|
(22,620 |
) |
|
|
(20,861 |
) |
|
Adjusted Net Income |
$ |
60,127 |
|
|
$ |
57,610 |
|
|
|
|
|
|
|
|
|
||
Shares of Class A common stock outstanding (on an as-converted basis) (l) |
|
88,391,310 |
|
|
|
92,030,806 |
|
|
Adjusted Net Income per share |
$ |
0.68 |
|
|
$ |
0.63 |
|
|
Reconciliation of Operating Cash Flow to Free Cash Flow
For the Three and Nine Months Ended September 30, 2026 and 2025
(Unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
($ in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net cash provided by operating activities |
|
$ |
9,879 |
|
|
$ |
32,227 |
|
|
$ |
66,941 |
|
|
$ |
67,795 |
|
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash paid for property and equipment |
|
|
(692 |
) |
|
|
(122 |
) |
|
|
(2,997 |
) |
|
|
(199 |
) |
Capitalized software development costs |
|
|
(30,282 |
) |
|
|
(11,321 |
) |
|
|
(52,285 |
) |
|
|
(32,246 |
) |
Total capital expenditures |
|
|
(30,974 |
) |
|
|
(11,443 |
) |
|
|
(55,282 |
) |
|
|
(32,445 |
) |
Free cash flow |
|
$ |
(21,095 |
) |
|
$ |
20,784 |
|
|
$ |
11,659 |
|
|
$ |
35,350 |
|
Technology, merger, integration costs |
|
|
1,982 |
|
|
|
— |
|
|
|
4,325 |
|
|
|
— |
|
Adjusted free cash flow |
|
$ |
(19,113 |
) |
|
$ |
20,784 |
|
|
$ |
15,984 |
|
|
$ |
35,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Free cash flow conversion |
|
|
(41 |
%) |
|
|
67 |
% |
|
|
10 |
% |
|
|
37 |
% |
Adjusted free cash flow conversion |
|
|
(38 |
%) |
|
|
67 |
% |
|
|
13 |
% |
|
|
37 |
% |
Quarterly Reconciliation of Operating Cash Flow to Free Cash Flow
(Unaudited)
|
|
Three Months Ended |
|
|||||||||
($ in thousands) |
|
December 31, 2025 |
|
|
March 31, 2026 |
|
|
June 30, 2026 |
|
|||
Net cash provided by operating activities |
|
$ |
23,317 |
|
|
$ |
16,823 |
|
|
$ |
40,239 |
|
Capital expenditures |
|
|
|
|
|
|
|
|
|
|||
Cash paid for property and equipment |
|
|
(87 |
) |
|
|
(122 |
) |
|
|
(2,183 |
) |
Purchases of intangible assets |
|
|
(200 |
) |
|
|
— |
|
|
|
— |
|
Capitalized software development costs |
|
|
(9,251 |
) |
|
|
(11,318 |
) |
|
|
(10,685 |
) |
Total capital expenditures |
|
|
(9,538 |
) |
|
|
(11,440 |
) |
|
|
(12,868 |
) |
Free cash flow |
|
$ |
13,779 |
|
|
$ |
5,383 |
|
|
$ |
27,371 |
|
Technology, merger, integration costs |
|
|
— |
|
|
|
433 |
|
|
|
1,911 |
|
Adjusted free cash flow |
|
$ |
13,779 |
|
|
$ |
5,816 |
|
|
$ |
29,282 |
|
|
|
|
|
|
|
|
|
|
|
|||
Free cash flow conversion |
|
|
43 |
% |
|
|
16 |
% |
|
|
75 |
% |
Adjusted Free cash flow conversion |
|
|
43 |
% |
|
|
17 |
% |
|
|
81 |
% |
Reconciliation of Revenue Growth to Organic and Normalized Organic Revenue Growth
For the Year-over-Year Change Between the Three Months Ended September 30, 2026 and 2025
(Unaudited)
|
|
Consumer Payments |
|
|
Business Payments |
|
|
Total |
|
|
|||
Total Revenue growth |
|
|
91 |
% |
|
|
99 |
% |
|
|
97 |
% |
|
Less: Growth from acquisitions and dispositions |
|
|
91 |
% |
|
|
0 |
% |
|
|
83 |
% |
|
Organic revenue growth (m) |
|
|
0 |
% |
|
|
99 |
% |
|
|
14 |
% |
|
Less: Growth from contributions related to political media |
|
|
— |
|
|
|
59 |
% |
|
|
9 |
% |
|
Normalized Organic revenue growth (n) |
|
|
0 |
% |
|
|
40 |
% |
|
|
5 |
% |
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
($ in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Acquisition-related intangibles |
|
$ |
29,202 |
|
|
$ |
19,723 |
|
|
$ |
70,965 |
|
|
$ |
58,558 |
|
Software |
|
|
6,787 |
|
|
|
5,652 |
|
|
|
17,625 |
|
|
|
16,949 |
|
Amortization |
|
$ |
35,989 |
|
|
$ |
25,375 |
|
|
$ |
88,590 |
|
|
$ |
75,507 |
|
Depreciation |
|
|
692 |
|
|
|
265 |
|
|
|
1,267 |
|
|
|
908 |
|
Total Depreciation and amortization (1) |
|
$ |
36,681 |
|
|
$ |
25,640 |
|
|
$ |
89,857 |
|
|
$ |
76,415 |
|
|
|
Three Months Ended |
|
|||||||||
($ in thousands) |
|
December 31, 2025 |
|
|
March 31, 2026 |
|
|
June 30, 2026 |
|
|||
Acquisition-related intangibles |
|
$ |
19,741 |
|
|
$ |
19,809 |
|
|
$ |
21,954 |
|
Software |
|
|
5,639 |
|
|
|
5,520 |
|
|
|
3,833 |
|
Amortization |
|
$ |
25,380 |
|
|
$ |
25,329 |
|
|
$ |
25,787 |
|
Depreciation |
|
|
251 |
|
|
|
211 |
|
|
|
1,849 |
|
Total Depreciation and amortization (1) |
|
$ |
25,631 |
|
|
$ |
25,540 |
|
|
$ |
27,636 |
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
Weighted average shares of Class A common stock outstanding - basic |
|
83,502,242 |
|
82,579,954 |
|
83,105,427 |
|
86,720,963 |
Add: Non-controlling interests |
|
|
|
|
|
|
|
|
Weighted average Post-Merger Repay Units exchangeable for Class A common stock |
|
5,285,883 |
|
5,288,151 |
|
5,285,883 |
|
5,309,843 |
Shares of Class A common stock outstanding (on an as-converted basis) |
|
88,788,125 |
|
87,868,105 |
|
88,391,310 |
|
92,030,806 |
Q3 2026 Earnings Supplement November 2026 Exhibit 99.2
Disclaimer Repay Holdings Corporation (“REPAY” or the “Company”) is required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”) Such filings, which you may obtain for free at the SEC’s website at http://www.sec.gov, discuss some of the important risk factors that may affect REPAY’s business, results of operations and financial condition. Forward-Looking Statements This presentation (the “Presentation”) 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, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “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 2026 outlook and other financial guidance, anticipated benefits from the KUBRA acquisition, expected demand on REPAY’s product offerings, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities, and REPAY’s business strategy and the plans and objectives of management for future operations. 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 previously disclosed in REPAY’s reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, 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 Presentation. Forecasts and estimates regarding our industry and end markets are based on sources REPAY believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Industry and Market Data The information contained herein also includes information provided by third parties, such as market research firms. Neither of REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information. Neither REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Neither REPAY nor its affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Non-GAAP Financial Measures This Presentation includes certain non-GAAP financial measures that REPAY’s management uses to evaluate its operating business, measure its 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 non-cash impairment loss, (gain) loss on extinguishment of debt, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs, 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, non-cash charges and/or non-recurring charges, such as non-cash impairment loss, (gain) loss on extinguishment of debt, 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 management excludes amortization from acquisition-related intangibles from REPAY’s 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. Organic revenue growth is a non-GAAP financial measure that represents the percentage change in the applicable metric for a fiscal period over the comparable prior fiscal period, exclusive of any incremental amount attributable to acquisitions or divestitures made in the comparable prior fiscal period or any subsequent fiscal period through the applicable current fiscal period. For clarity, the acquisition of KUBRA is the only transaction excluded from organic revenue growth for the periods presented this presentation for 2026 Any financial measure (whether GAAP or non-GAAP) that is modified by “excl. political media” or “normalized” is a non-GAAP financial measure that measures a defined growth rate exclusive of the estimated contribution from political media clients in the prior corresponding period. 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 is a non-GAAP financial measure that represents Free Cash Flow plus technology, merger and integration costs. Adjusted Free Cash Flow Conversion represents Adjusted Free Cash Flow divided by Adjusted EBITDA. Net leverage is a non-GAAP financial measure that represents Net Debt (Total Debt minus Cash) divided by LTM Adjusted EBITDA. LTM Adjusted EBITDA represents the sum of the Adjusted EBITDA for the four most recent fiscal quarters. Combined LTM Net Leverage represents LTM Adjusted EBITDA as of 9/30/2026 for REPAY and KUBRA adjusted for transaction-related adjustments and synergies. REPAY believes that each of the non-GAAP financial measures referenced in this paragraph 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, 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 with the same or similar description, 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 each of the non-GAAP financial measures referenced in this paragraph alongside other financial performance measures, including net income and REPAY’s other financial results presented in accordance with GAAP.
Financial Update – Q3 2026 ($MM) Organic growth is a non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures” and slide 18 for reconciliation Gross profit margin represents gross profit / revenue Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See slide 1 under “Non-GAAP Financial Measures” and slide 14 for reconciliation. Adjusted EBITDA margin represents adjusted EBITDA / revenue Free Cash Flow and Free Cash Flow conversion are non-GAAP financial measures. See slide 1 under “Non-GAAP Financial Measures” and slide 16 for reconciliation. Free Cash Flow conversion represents Free Cash Flow / Adjusted EBITDA 65% % Margin (2) 33% % Margin (3) 97% y/y growth 14% organic growth(1) (41%) FCF conversion (4) 63% y/y growth Revenue Gross Profit Adjusted EBITDA (3) Free Cash Flow (4)
Q3 2026 Revenue and Adjusted EBITDA Margin Dynamics Incremental Revenue Political media contributions KUBRA contributions (In $ millions) KUBRA mix impact Strategic investments in people, product, and technology Political media contributions Adjusted EBITDA Margin Revenue ~14% Organic y/y Growth(1) Natural margin mix from KUBRA’s vertical, product, and payment mix compared to core REPAY Organic growth driven by political media contributions and core Business Payments Organic growth is a non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures” and slide 18 for reconciliation
Consumer Payments Results – Q3 2026 ($MM) Key Business Highlights First full quarter including KUBRA KUBRA contributed ~$65mm of revenue, increasing ~8% year-over-year, ahead of expectations Organic revenue growth of 0.3% reflects softer revenue pull-through from 2026 new sales and prior year sales Expect low-single-digit organic growth in Q4 and re-acceleration in 2027 We are continuing to win large enterprise clients Client relationships building with several existing REPAY and KUBRA clients interested in expanding bill presentment & payment capabilities GP margins naturally impacted from KUBRA’s vertical, product, and payment mix Gross Profit Margin 77% 66% 91% y/y growth 0.3% organic growth(1) 63% y/y growth Organic growth is a non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures” and slide 18 for reconciliation
Strong sales pipeline within automotive, property management, and municipality verticals via direct sales and new integrations Political media contributed ~59 points of growth during an extremely active 2026 mid-term election cycle Increased our AP Supplier Network to 878,000+ suppliers, ~68% y/y growth ~$3mm contribution from investment in a bank reseller channel partnership, expected to be a meaningful contributor going forward Business Payments Results – Q3 2026 ($MM) Key Business Highlights Gross Profit Margin 69% 69% 101% y/y growth 99% y/y growth 40% growth excl. political media(1) Revenue growth excl. political media is a non-GAAP financial measure and see slide 18 for reconciliation. This represents revenue growth minus the estimated contributions related to political media in Q3 2026
Progress on KUBRA Value Creation Roadmap Expected to be Free Cash Flow accretive(1) by 25% in 2028E Revenue Opportunities Expense Synergies Capex Savings Increase penetration into all verticals with a comprehensive end-to-end digital bill pay platform; including bill presentment, communications, payment engine, and core processing Expand KUBRA’s bill presentment and communication services to existing REPAY clients across Consumer Payment verticals Note: REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures 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 significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading Free Cash Flow accretion is a non-GAAP financial measure. See slide 1 under "Non-GAAP Financial Measures" Estimated run-rate synergies realized during 2026; excludes “expected costs to achieve synergies” Estimated run-rate synergies by 2028 Restructuring to unify duplicate corporate functions, while automating functions during integration Platform migration leading to identified operating support, maintenance, and related infrastructure cost savings Scale efficiencies with payment processing improvements Optimize to one unified platform architecture by 2028E Consolidate product investments across verticals $5+ million 2028E Estimated Run-Rate Savings(3) $15+ million $5+ million Raised 2026E Run-Rate Savings(2) ~$11 million Prior 2026E Run-Rate Savings ~$8 million
Integration Plan for One Platform Phased hybrid integration plan optimizes client upgrades during infrastructure unification Taking the best of best combined technologies for one payments ecosystem Feature and compliance parity essential before client feature optimization KUBRA — The Experience Platform KUBRA’s customer-facing platforms unify under the KUBRA HQ+ platform KUBRA’s market-leading capabilities continue offering: Bill Payment Workflows Customer Experience & Communications Biller Configuration & Onboarding Verification Vault, Identity Management, & Data Composition REPAY — The Payments and RCS Engine REPAY’s infrastructure powers the money movement: Payment processing across all modalities Multi-network support for every channel Omni-channel delivery (web, mobile, IVR, API) Enterprise-grade uptime & scale Intelligent routing Bringing It Together Unified APIs connect KUBRA's experience platform to REPAY's payments engine Planned seamless client upgrades phased over 18–24 months AI-assisted engineering accelerates upgrade plans without compromising quality One platform for scale • Enhanced client experience A stronger foundation for growth
Financial Review – Financial Performance Q3 Free Cash Flow Walk Q3'26 FREE CASH FLOW: IMPACT OF CHANNEL INVESTMENT AND TIMING ITEMS ($M) REPORTED FCF CONVERSION (41%) ($21.1M) FCF ÷ Q3 Adj. EBITDA $50.9M WORKING CAPITAL TIMING ITEMS $10.9M Expected to reverse by year-end WHAT'S BEHIND Q3 FREE CASH FLOW Bank Reseller Software Expenditure $14.0M Software purchase flows through capital expenditures Bank Reseller Net Accounts Receivable $2.0M Revenue and costs have been recognized since July, but payment is still pending KUBRA PS Timing $2.0M Profit was recognized but cash was or will be collected in another period MPI AR Timing $6.9M MPI AR balance was high at 9/30 ahead of the November elections and expected to reverse by year-end 8 Note: Free Cash Flow and Free Cash Flow conversion are non-GAAP financial measures. See slide 1 under “Non-GAAP Financial Measures” and slide 16 for reconciliation. This walk is presented solely to explain the drivers of Q3 2026 Free Cash Flow; “Q3 FCF excl. Identified Items” is not a measure REPAY uses to evaluate performance or intends to report in future periods. Timing items reflect management’s current expectations and are forward-looking statements; see slide 1 under “Forward-Looking Statements.”
Balance Sheet Liquidity and Net Leverage Total liquidity represents cash balance plus the undrawn revolver facility. 2026E estimated based on 2026E forecast and the undrawn $100mm revolver facility from KUBRA acquisition financing Net Leverage is a non-GAAP financial measure. See slide 1 under "Non-GAAP Financial Measures“ Combined LTM Net Leverage represents LTM Pro Forma Adjusted EBITDA as of 9/30/2026 adjusted for transaction-related adjustments and synergies Liquidity (1) (In $ millions) Uses of cash: KUBRA, Bank channel partnership & interest Continued FCF generation to support deleverage & capital allocation priorities Focused on Maintaining Significant Liquidity Continued investments in organic growth as we execute on integration plans and synergy realization Monitoring operating cash availability following KUBRA and bank channel partnership transactions Preserve liquidity and profitability through: Hiring focused on revenue generating & client supporting roles Limited discretionary expenses Committed to Prudently Managing Leverage Target to deleverage below 3.0x by year-end 2027 Total Outstanding Debt of $788 million comprised of: $288 million 2029 Convertible Notes with 2.875% coupon $500 million 2033 Senior Secured Term Loan with SOFR plus 5.5% interest rate $100 million revolver facility provides flexibility for net working capital needs and potential debt maturities Net Leverage (2) < (3) Proven ability to reduce leverage following prior acquisitions ~
FY 2026 Outlook REVENUE ADJUSTED EBITDA FREE CASH FLOW CONVERSION (2) $490 – $500MM $168.5 – $176MM 20%-25% REPAY updates its outlook(1) for full year 2026, which includes 7 months of KUBRA contribution ~35% Margins Reported Growth ~60% Organic Growth 10%-12% Normalized Growth 5%-6% Note: REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures such as forecasted Organic Revenue Growth, Normalized Revenue Growth, Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow, 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 significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading Prior outlook was provided when the KUBRA acquisition closed on 6/1/2026; see the Q3 2026 earnings release for prior and current outlook Free Cash Flow Conversion represents Free Cash Flow / Adjusted EBITDA Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion are non-GAAP financial measures. See slide 1 under “Non-GAAP Financial Measures.” Adjusted Free Cash Flow represents Free Cash Flow plus in year technology, merger, and integration costs associated with synergy realization. Adjusted Free Cash Flow Conversion represents Adjusted Free Cash Flow divided by Adjusted EBITDA. ADJUSTED FREE CASH FLOW CONVERSION (3) 25%-30%
History of Sustainable Growth and Free Cash Flow Generation Gross Profit (1) Revenue (1) Free Cash Flow (2) Adjusted EBITDA(2) (In $ Millions) (In $ Millions) (In $ Millions) (In $ Millions) 24% CAGR Consumer Payments Business Payments Consolidated Consolidated totals include the elimination of intersegment revenues Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. See slide 1 under “Non-GAAP Financial Measures” and slides 14 & 16 for reconciliations. For historical periods shown with respect to Adjusted EBITDA, see the reconciliations provided in the Company’s previous reported earnings releases and filings on Form 10-K or Form 10-Q with respect to such period ended. 21% CAGR 18% CAGR
Appendix
Q3 2026 Financial Update Note: Not meaningful (NM) for comparison Operating expenses includes SG&A and expenses associated with non-cash impairment loss, the change in fair value of tax receivable liability, change in fair value of contingent consideration, loss on extinguishment of debt, and other income / expenses See “Adjusted EBITDA Reconciliation” on slide 14 for reconciliation of Adjusted EBITDA to its most comparable GAAP measure See “Adjusted Net Income Reconciliation” on slide 15 for reconciliation of Adjusted Net Income to its most comparable GAAP measure See “Free Cash Flow Reconciliation” on slide 16 for reconciliation of Free Cash Flow and Adjusted Free Cash Flow to their most comparable GAAP measure THREE MONTHS ENDED SEPTEMBER 30 CHANGE $MM 2026 2025 AMOUNT % Revenue $153.4 $77.7 $75.7 97% Costs of Services 53.9 19.9 34.0 170% Gross Profit $99.5 $57.8 $41.7 72% Operating Expenses(1) 60.7 38.4 22.3 58% EBITDA $38.7 $19.4 $19.4 100% Depreciation and Amortization 36.7 25.6 11.0 43% Interest (Income) (0.3) (0.9) 0.6 NM Interest Expense 15.5 3.1 12.5 NM Income Tax Expense (Benefit) (2.8) (1.8) (1.0) NM Net Income (Loss) ($10.4) ($6.6) ($3.8) NM Adjusted EBITDA(2) $50.9 $31.2 $19.7 63% Adjusted Net Income(3) $22.4 $18.2 $4.2 23% Free Cash Flow(4) ($21.1) $20.8 ($41.9) NM Adjusted Free Cash Flow(4) ($19.1) $20.8 ($39.9) NM
Q3 2026 Adjusted EBITDA Reconciliation For the three months ended September 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 months ended September 30, 2025, 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. For the three months ended September 30, 2026, reflects a loss on extinguishment of debt. 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. Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. Represents compensation expense associated with equity compensation plans. Primarily consists of (i) during the three months ended September 30, 2026, professional service fees and other costs incurred in connection with the acquisition of KUBRA and (ii) during the three months ended September 30, 2025, professional service fees and other costs incurred in connection with prior transactions. 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. 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. $MM Q3 2026 Q3 2025 Net Income (Loss) ($10.4) ($6.6) Interest (Income) (0.3) (0.9) Interest Expense 15.5 3.1 Depreciation and Amortization(1) 36.7 25.6 Income Tax Expense (Benefit) (2.8) (1.8) EBITDA $38.7 $19.4 (Gain) loss on extinguishment of debt(2) 0.2 (1.4) Non-cash change in fair value of assets and liabilities(3) (2.0) 4.6 Share-based compensation expense(4) 5.7 5.5 Transaction expenses(5) 2.9 0.2 Restructuring and other strategic initiative costs(6) 3.5 1.5 Other non-recurring charges(7) 1.8 1.3 Adjusted EBITDA $50.9 $31.2
Q3 2026 Adjusted Net Income Reconciliation For the three months ended September 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 months ended September 30, 2025, 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. For the three months ended September 30, 2026, reflects a loss on extinguishment of debt. 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. Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. Represents compensation expense associated with equity compensation plans. Primarily consists of (i) during the three months ended September 30, 2026, professional service fees and other costs incurred in connection with the acquisition of KUBRA and (ii) during the three months ended September 30, 2025, professional service fees and other costs incurred in connection with prior transactions. 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. 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. Represents amortization of non-cash deferred debt issuance costs. Represents pro forma income tax adjustment effect associated with items adjusted above. ($MM) Q3 2026 Q3 2025 Net Income (Loss) ($10.4) ($6.6) Amortization of acquisition-related intangibles(1) 29.2 19.7 (Gain) loss on extinguishment of debt(2) 0.2 (1.4) Non-cash change in fair value of assets and liabilities(3) (2.0) 4.6 Share-based compensation expense(4) 5.7 5.5 Transaction expenses(5) 2.9 0.2 Restructuring and other strategic initiative costs(6) 3.5 1.5 Other non-recurring charges(7) 1.8 1.3 Non-cash interest expense(8) 1.6 0.8 Pro forma taxes at effective rate(9) (10.1) (7.5) Adjusted Net Income $22.4 $18.2
Free Cash Flow Reconciliation 2021 2022 2023 2024 2025 2026 $MM Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Net Cash provided by Operating Activities $4.8 $12.1 $14.6 $21.8 $13.8 $13.3 $25.3 $21.8 $20.8 $20.0 $28.0 $34.9 $24.8 $31.0 $60.1 $34.3 $2.5 $33.1 $32.2 $23.3 $16.8 $40.2 $9.9 Capital expenditures Cash paid for property and equipment (0.6) (0.3) (0.9) (0.9) (0.6) (1.3) (0.8) (0.6) (0.5) 0.4 (0.9) (0.2) (0.1) (0.5) (0.2) (0.2) (0.1) 0.1 (0.1) (0.1) (0.1) (2.2) (0.7) Cash paid for capitalized software development costs (1) (4.6) (5.2) (5.2) (5.7) (7.0) (5.1) (8.7) (7.4) (13.2) (10.4) (13.1) (12.9) (11.0) (11.2) (11.0) (10.6) (10.4) (10.5) (11.3) (9.5) (11.3) (10.7) (30.3) Total capital expenditures (5.2) (5.5) (6.1) (6.7) (7.6) (6.3) (9.5) (7.9) (13.7) (10.0) (14.0) (13.1) (11.1) (11.7) (11.2) (10.8) (10.5) (10.5) (11.4) (9.5) (11.4) (12.9) (31.0) Free Cash Flow ($0.4) $6.6 $8.5 $15.2 $6.2 $7.0 $15.9 $13.9 $7.1 $10.0 $13.9 $21.8 $13.7 $19.3 $48.8 $23.5 ($8.0) $22.6 $20.8 $13.8 $5.4 $27.4 ($21.1) Technology, merger, and integration costs n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a 0.4 1.9 2.0 Adjusted Free Cash Flow (2) ($0.4) $6.6 $8.5 $15.2 $6.2 $7.0 $15.9 $13.9 $7.1 $10.0 $13.9 $21.8 $13.7 $19.3 $48.8 $23.5 ($8.0) $22.6 $20.8 $13.8 $5.8 $29.3 ($19.1) Adjusted EBITDA $20.5 $20.4 $24.5 $27.8 $29.3 $27.6 $31.7 $35.9 $30.9 $30.5 $31.9 $33.5 $35.5 $33.7 $35.1 $36.5 $33.2 $31.8 $31.2 $32.4 $34.4 $36.3 $50.9 Free Cash Flow Conversion(3) (2%) 32% 35% 54% 21% 25% 50% 39% 23% 33% 44% 65% 38% 57% 139% 64% (24%) 71% 67% 43% 16% 75% (41%) Adjusted FCF Conversion(2) (2%) 32% 35% 54% 21% 25% 50% 39% 23% 33% 44% 65% 38% 57% 139% 64% (24%) 71% 67% 43% 17% 81% (38%) Historical periods beginning Q3 2023 reflect cash paid for intangibles assets that exclude acquisition costs that are capitalized as channel relationships Adjusted Free Cash Flow represents Free Cash Flow plus in year technology, merger, and integration costs associated with synergy realization. Adjusted Free Cash Flow Conversion represents Adjusted Free Cash Flow divided by Adjusted EBITDA Represents Free Cash Flow / Adjusted EBITDA Full Year $MM 2022 2023 2024 2025 Net Cash provided by Operating Activities $74.2 $103.6 $150.1 $91.1 Capital expenditures Cash paid for property and equipment (3.2) (0.7) (1.0) (0.3) Cash paid for capitalized software development costs (1) (33.6) (50.1) (43.9) (41.7) Total capital expenditures (36.8) (50.8) (44.9) (42.0) Free Cash Flow $37.4 $52.8 $105.2 $49.1 Adjusted EBITDA $124.5 $126.8 $140.8 $128.6 Free Cash Flow Conversion(3) 30% 42% 75% 38%
Depreciation and Amortization Detail Note 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 $MM Q3 2026 Q3 2025 Acquisition-related intangibles $29.2 $19.7 Software 6.8 5.7 Amortization $36.0 $25.4 Depreciation 0.7 0.3 Total Depreciation and Amortization $36.7 $25.6
Q3 2026 Revenue Growth Reconciliations Q3 2026 $MM Consumer Payments Business Payments Total Company Revenue Growth 91% 99% 97% Acquisitions / (Divestitures) impact 91% n/a 83% Organic Revenue Growth1 <1% 99% 14% Political Media contribution / (impact) n/a 59% 9% Organic Revenue Growth, excl. political media <1% 40% 5% 1 For the periods presented in this supplement for 2026, the only transaction excluded from organic revenue growth is the acquisition of KUBRA; no other transactions (including the bank reseller partnership investment) have been adjusted out of revenue for such periods.
Revenue Growth Reconciliation 2023 2024 2025 2026 $MM Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Revenue Growth 10% 6% 4% 5% 6% 8% 4% 6% 3% 6% (4%) 1% (2%) <1% (1%) 4% 33% 97% Acquisitions / (Divestitures) impact (2%) (3%) (4%) (5%) (4%) (2%) n/a n/a n/a (<1%) n/a n/a n/a n/a n/a n/a 27% 83% Organic Revenue Growth 12% 9% 8% 10% 10% 10% 4% 6% 3% 6% (4%) 1% (2%) <1% (1%) 4% 6% 14% Political Media contribution / (impact) (<1%) (2%) (3%) (4%) (2%) 1% 1% 7% 9% 5% (<1%) (1%) (7%) (10%) (4%) <1% 2% 9% Organic Revenue Growth excl. political media 12% 11% 11% 14% 12% 9% 3% (1%) (5%) 1% (4%) 2% 5% 10% 3% 4% 4% 5%
Historical Segment Details Note: Historical periods reflect the reclassification of revenue and gross profit between Consumer Payments and Business Payments segments 2022 2023 2024 2025 2026 Full Year $MM Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2022 2023 2024 2025 Consumer Payments $61.1 $59.8 $63.0 $64.3 $69.9 $65.9 $68.7 $71.1 $76.1 $69.3 $69.2 $66.3 $71.9 $70.5 $71.7 $71.7 $75.1 $93.7 $137.0 $248.2 $275.7 $281.0 $285.9 Business Payments 8.9 9.9 11.4 12.3 8.7 9.8 9.7 9.9 9.7 10.6 15.3 17.4 11.0 10.9 12.0 14.5 13.0 14.5 23.9 42.6 38.1 52.9 48.4 Intercompany eliminations (2.4) (2.3) (2.9) (4.0) (4.1) (4.0) (4.1) (5.0) (5.1) (5.0) (5.3) (5.4) (5.6) (5.8) (6.0) (7.6) (7.3) (7.5) (7.6) (11.6) (17.1) (20.8) (25.0) Revenue $67.6 $67.4 $71.6 $72.7 $74.5 $71.8 $74.3 $76.0 $80.7 $74.9 $79.1 $78.3 $77.3 $75.6 $77.7 $78.6 $80.8 $100.7 $153.4 $279.2 $296.6 $313.0 $309.3 Consumer Payments $47.5 $46.1 $49.7 $53.1 $54.6 $51.7 $53.6 $56.2 $59.6 $55.5 $54.9 $53.1 $56.7 $55.4 $55.6 $56.1 $60.3 $68.0 $90.5 $195.5 $216.1 $223.1 $223.8 Business Payments 5.9 7.0 8.1 8.6 6.0 7.2 7.2 7.5 7.0 8.0 12.0 12.1 7.6 7.6 8.2 9.9 8.5 10.1 16.6 30.4 28.0 39.1 33.3 Intercompany eliminations (2.4) (2.3) (2.9) (4.0) (4.1) (4.0) (4.1) (5.0) (5.1) (5.0) (5.3) (5.4) (5.6) (5.8) (6.0) (7.6) (7.3) (7.5) (7.6) (11.6) (17.1) (20.8) (25.0) Gross Profit $51.0 $50.7 $54.9 $57.8 $56.6 $54.9 $56.7 $58.7 $61.5 $58.6 $61.6 $59.7 $58.7 $57.2 $57.8 $58.3 $61.5 $70.6 $99.5 $214.4 $226.9 $241.4 $232.0 Consumer Payments 77.8% 77.0% 79.0% 82.6% 78.1% 78.4% 78.0% 79.0% 78.3% 80.2% 79.3% 80.0% 78.8% 78.7% 77.5% 78.1% 80.3% 72.6% 66.0% 78.8% 78.4% 79.4% 78.3% Business Payments 66.5% 70.0% 70.4% 70.1% 69.5% 73.3% 74.1% 76.6% 72.8% 75.7% 78.5% 69.5% 68.8% 69.3% 68.6% 68.6% 65.2% 69.9% 69.2% 71.4% 73.5% 74.0% 68.8% Gross Profit Margin 75.5% 75.2% 76.8% 79.5% 75.9% 76.5% 76.3% 77.3% 76.2% 78.2% 77.8% 76.3% 75.9% 75.7% 74.4% 74.2% 76.2% 70.1% 64.9% 76.8% 76.5% 77.1% 75.0%