REPAY Reports Fourth Quarter and Full Year 2025 Financial Results
MWN-AI** Summary
REPAY Holdings Corporation (NASDAQ: RPAY) reported its fourth-quarter and full-year financial results for 2025, showcasing a mixed performance amid challenges. For Q4 2025, REPAY generated approximately $78.6 million in revenue, slightly up from $77.7 million in Q3 2025. However, the company experienced a net loss of $148.3 million due to a substantial goodwill impairment loss of $138.9 million in the Consumer Payments segment, reflecting adverse market conditions.
Despite these obstacles, key performance metrics highlighted growth in normalized revenue and gross profit, with year-over-year increases of 10% and 9%, respectively. The Consumer Payments segment saw revenue growth of 8%, while Business Payments achieved an impressive 41% growth in normalized revenue. The company also reported a significant surge in its accounts payable supplier network, now exceeding 602,000, marking a 67% increase year-over-year.
For the full year 2025, REPAY reported total revenue of $309.3 million, a slight decrease from $313.0 million in 2024. Adjusted EBITDA for the year stood at $128.6 million. In terms of cash flow, the company generated $49.1 million in free cash flow, indicating operational resilience.
Looking ahead, REPAY provided an optimistic outlook for 2026, projecting a 10%-12% growth in reported revenue, with adjusted EBITDA margins exceeding 40%. CEO John Morris emphasized the company’s commitment to improving its operations and seizing growth opportunities. Moving forward, REPAY aims to enhance its go-to-market strategies and overall organizational efficiency, thus positioning itself for sustainable growth amidst the evolving payment landscape.
MWN-AI** Analysis
**Market Analysis and Advice for REPAY Holdings Corporation Following Q4 and Full Year 2025 Financial Results**
REPAY Holdings Corporation (NASDAQ: RPAY) recently released its financial results for Q4 and full year 2025, revealing a mixed performance shaped by both significant achievements and challenges. With revenues essentially flat year-over-year at $78.6 million in Q4, the market should carefully assess the underlying factors influencing this stability amidst notable losses, primarily attributed to a substantial goodwill impairment.
**Key Insights:** 1. **Normalized Growth**: Adjusting the figures to account for political media spending from 2024, REPAY realized a normalized revenue growth of 10% for the quarter, driven by strong performance in the Business Payments segment, which saw growth rates of approximately 41% in revenue and 73% in gross profit.
2. **Cash Flow Stability**: Although free cash flow generation slowed, the company still reported a positive conversion rate, indicative of its operational efficiency. This is particularly relevant given the strategic goal for 2026 of improving cash flow conversion to 45%.
3. **Impairment Losses**: The $138.9 million goodwill impairment highlights vulnerabilities in the Consumer Payments segment amid changing market conditions. Investors should monitor how management addresses these challenges moving forward.
4. **Forward Outlook**: The company's 2026 guidance projects 10-12% reported revenue growth alongside an anticipated Adjusted EBITDA margin exceeding 40%. If achieved, this robust growth could significantly bolster investor confidence.
**Investment Recommendation**:
Investors should remain cautious, particularly considering the recent impairment and the resultant volatility in net income. However, ongoing operational improvements and the strategic focus on scaling the company’s capabilities present long-term growth opportunities. A balanced approach—holding current positions while watching for signs of sustained growth in the coming quarters—appears prudent. Any significant developments in capturing new software partnerships or improvements in Consumer Payments should also be closely evaluated as potential catalysts for share price recovery.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
Strong Normalized Growth and Free Cash Flow Generation in Q4
Provides 2026 Outlook for Double-Digit Reported Revenue Growth with Free Cash Flow
Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today reported financial results for its fourth quarter and full year ended December 31, 2025.
Fourth Quarter 2025 Financial Highlights
($ 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 growth 1 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 growth 1 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. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20260309595185/en/
Investor Relations Contact for REPAY:
ir@repay.com
Media Relations Contact for REPAY:
Kristen Hoyman
(404) 637-1665
khoyman@repay.com
FAQ**
What strategies is Repay Holdings Corporation (RPAY) implementing to overcome the financial challenges noted in Q4 2025, particularly in light of the goodwill impairment losses reported during the year?
How does Repay Holdings Corporation (RPAY) plan to achieve its projected double-digit revenue growth and 40% plus Adjusted EBITDA margins for 20amidst a challenging market environment?
With Repay Holdings Corporation (RPAY) facing a 17% decline in Business Payments revenue year-over-year, what measures are being taken to revitalize this segment and restore growth?
In light of Repay Holdings Corporation's (RPAY) Flat revenue growth in Q4 2025, what specific operational improvements are being prioritized to enhance future financial performance and free cash flow generation?
**MWN-AI FAQ is based on asking OpenAI questions about Repay Holdings Corporation (NASDAQ: RPAY).
NASDAQ: RPAY
RPAY Trading
-1.2% G/L:
$2.89 Last:
411,325 Volume:
$2.78 Open:
