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REPAY Reports First Quarter 2025 Financial Results

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Company Provides 2025 Outlook Including Accelerating Growth

Announced Conclusion of Strategic Review Process

Announced Increased Share Repurchase Program Authorization to $75 million

ATLANTA--(BUSINESS WIRE)-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY� or the “Company�), a leading provider of vertically-integrated payment solutions, today reported financial results for its first quarter ended March 31, 2025.

First Quarter 2025 Financial Highlights

(in $ millions)

Ìý

Q1 2024

Ìý

Ìý

Q2 2024

Ìý

Ìý

Q3 2024

Ìý

Ìý

Q4 2024

Ìý

Ìý

Q1 2025

Ìý

Revenue

Ìý

$

80.7

Ìý

Ìý

$

74.9

Ìý

Ìý

$

79.1

Ìý

Ìý

$

78.3

Ìý

Ìý

$

77.3

Ìý

Gross profit (1)

Ìý

Ìý

61.5

Ìý

Ìý

Ìý

58.6

Ìý

Ìý

Ìý

61.6

Ìý

Ìý

Ìý

59.7

Ìý

Ìý

Ìý

58.7

Ìý

Net (loss) income

Ìý

Ìý

(5.4

)

Ìý

Ìý

(4.2

)

Ìý

Ìý

3.2

Ìý

Ìý

Ìý

(4.0

)

Ìý

Ìý

(8.2

)

Adjusted EBITDA (2)

Ìý

Ìý

35.5

Ìý

Ìý

Ìý

33.7

Ìý

Ìý

Ìý

35.1

Ìý

Ìý

Ìý

36.5

Ìý

Ìý

Ìý

33.2

Ìý

Net cash provided by operating activities

Ìý

Ìý

24.8

Ìý

Ìý

Ìý

31.0

Ìý

Ìý

Ìý

60.1

Ìý

Ìý

Ìý

34.3

Ìý

Ìý

Ìý

2.5

Ìý

Free Cash Flow (2)

Ìý

Ìý

13.7

Ìý

Ìý

Ìý

19.3

Ìý

Ìý

Ìý

48.8

Ìý

Ìý

Ìý

23.5

Ìý

Ìý

Ìý

(8.0

)

Free Cash Flow Conversion (2)

Ìý

Ìý

38

%

Ìý

Ìý

57

%

Ìý

Ìý

139

%

Ìý

Ìý

64

%

Ìý

Ìý

(24

%)

(1)

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

(2)

Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion are non-GAAP financial measures. See “Non-GAAP Financial Measures� and the reconciliation of Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion to their most comparable GAAP measure provided below for additional information.

“REPAY is focused on executing on core growth, which continues to reinforce the ongoing secular tailwinds and resiliency of our business model. Our Business Payments segment normalized gross profit growth1 accelerated to 12% year-over-year, driven by the strength of our core accounts payable business, the onboarding of new enterprise customers, and the success of recent monetization efforts. Free cash flow was impacted by one-time working capital impacts as well as previously announced client losses. We believe the reported first quarter growth rates do not fully reflect our underlying business trends, and in fact, our 2025 outlook includes sequential quarterly normalized gross profit growth1 resulting in a high single-digit to low double-digit fourth quarter growth rate, as well as free cash flow conversion accelerating throughout the year. Our core growth strategy remains robust, with a relentless focus on profitable growth, optimized payment flows, and operational efficiency to create lasting value for our shareholders,� said John Morris, Chief Executive Officer of REPAY.

“The Board has made the decision to conclude our strategic review process at this time. I am confident in REPAY’s ability to deliver growth and value for our shareholders in the near term and believe that we will be well positioned for positive organic results as we move through 2025. Additionally, we separately announced that our Board of Directors approved an increase in our share repurchase authorization by $25 million. I also want to express our heartfelt gratitude to Tim Murphy, our Chief Financial Officer, for his 11 years of dedicated service and partnership. Tim will be leaving REPAY in the coming days, and we all wish him every success in his future endeavors.�

First 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 and normalized gross profit1 declines of 5% and 4% year-over-year due to impacts from previously announced client losses, which include certain losses due to consolidation
  • Consumer Payments gross profit declined approximately 5% year-over-year, which was impacted by the previously announced client losses
  • Business Payments normalized gross profit growth1 of approximately 12% year-over-year
  • Accelerated AP supplier network to over 390,000, an increase of approximately 40% year-over-year
  • Added three new integrated software partners to bring the total to 283 software relationships as of the end of the first quarter
  • Instant funding volumes increased by approximately 19% year-over-year
  • Added 14 new credit unions bringing total credit union clients to 343

2025 Outlook

For fiscal year 2025, the Company now expects:

  • Sequential quarterly acceleration of normalized gross profit growth1, including a fourth quarter year-over-year growth rate of high-single digits to low double-digits;
  • Free cash flow conversion expected to exceed 50% in the second quarter, accelerating above 60% by the fourth quarter of 2025

REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as forecasted normalized gross profit growth 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.

1 Normalized gross profit growth is a non-GAAP financial measure that accounts for cyclical political media spending contributions. See “Non-GAAP Financial Measures� and the reconciliation to their most comparable GAAP measure provided below for additional information.

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

Ìý

Ìý

Three Months Ended March 31,

Ìý

Ìý

($ in thousands)

Ìý

2025

Ìý

Ìý

2024

Ìý

Ìý

% Change

Revenue

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Consumer Payments

Ìý

$

71,942

Ìý

Ìý

$

76,136

Ìý

Ìý

(6

%)

Business Payments

Ìý

Ìý

10,988

Ìý

Ìý

Ìý

9,677

Ìý

Ìý

14

%

Elimination of intersegment revenues

Ìý

Ìý

(5,605

)

Ìý

Ìý

(5,093

)

Ìý

Ìý

Total revenue

Ìý

$

77,325

Ìý

Ìý

$

80,720

Ìý

Ìý

(4

%)

Gross profit (1)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Consumer Payments

Ìý

$

56,709

Ìý

Ìý

$

59,591

Ìý

Ìý

(5

%)

Business Payments

Ìý

Ìý

7,557

Ìý

Ìý

Ìý

7,047

Ìý

Ìý

7

%

Elimination of intersegment revenues

Ìý

Ìý

(5,605

)

Ìý

Ìý

(5,093

)

Ìý

Ìý

Total gross profit

Ìý

$

58,661

Ìý

Ìý

$

61,545

Ìý

Ìý

(5

%)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Total gross profit margin (2)

Ìý

76

%

Ìý

76

%

Ìý

Ìý

(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 first quarter financial results today, May 12, 2025 at 5:00 pm ET. Hosting the call will be John Morris, CEO, and Tim Murphy, CFO. The call will be webcast live from REPAY’s investor relations website at . 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 13752562. The replay will be available at .

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 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 Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, such as non-cash 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 ended March 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 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 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 2025 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, statements regarding the strategic review process, 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, 2024 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: risks or uncertainties relating to the outcome or timing of REPAY’s strategic review process, 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

Ìý

Ìý

Ìý

Three Months ended March 31,

Ìý

(in $ thousands, except per share data)

Ìý

2025

Ìý

Ìý

2024

Ìý

Revenue

Ìý

$

77,325

Ìý

Ìý

$

80,720

Ìý

Operating expenses

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

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

Ìý

Ìý

18,664

Ìý

Ìý

Ìý

19,175

Ìý

Selling, general and administrative

Ìý

Ìý

36,987

Ìý

Ìý

Ìý

37,021

Ìý

Depreciation and amortization

Ìý

Ìý

25,294

Ìý

Ìý

Ìý

27,028

Ìý

Total operating expenses

Ìý

Ìý

80,945

Ìý

Ìý

Ìý

83,224

Ìý

Loss from operations

Ìý

Ìý

(3,620

)

Ìý

Ìý

(2,504

)

Other income (expense)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Interest income

Ìý

Ìý

1,356

Ìý

Ìý

Ìý

1,292

Ìý

Interest expense

Ìý

Ìý

(3,107

)

Ìý

Ìý

(912

)

Change in fair value of tax receivable liability

Ìý

Ìý

(3,022

)

Ìý

Ìý

(2,913

)

Other income (loss), net

Ìý

Ìý

(227

)

Ìý

Ìý

(26

)

Total other income (expense)

Ìý

Ìý

(5,000

)

Ìý

Ìý

(2,559

)

Loss before income tax expense

Ìý

Ìý

(8,620

)

Ìý

Ìý

(5,063

)

Income tax benefit (expense)

Ìý

Ìý

452

Ìý

Ìý

Ìý

(302

)

Net loss

Ìý

$

(8,168

)

Ìý

$

(5,365

)

Net loss attributable to non-controlling interest

Ìý

Ìý

(221

)

Ìý

Ìý

(153

)

Net loss attributable to the Company

Ìý

$

(7,947

)

Ìý

$

(5,212

)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

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

Ìý

Ìý

89,005,725

Ìý

Ìý

Ìý

91,218,208

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Loss per Class A share - basic and diluted

Ìý

$

(0.09

)

Ìý

$

(0.06

)

Consolidated Balance Sheets

Ìý

(in $ thousands)

Ìý

March 31, 2025 (Unaudited)

Ìý

Ìý

December 31, 2024

Ìý

Assets

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Cash and cash equivalents

Ìý

$

165,466

Ìý

Ìý

$

189,530

Ìý

Current restricted cash

Ìý

Ìý

31,184

Ìý

Ìý

Ìý

35,654

Ìý

Accounts receivable

Ìý

Ìý

36,831

Ìý

Ìý

Ìý

32,950

Ìý

Prepaid expenses and other

Ìý

Ìý

16,646

Ìý

Ìý

Ìý

17,114

Ìý

Total current assets

Ìý

Ìý

250,127

Ìý

Ìý

Ìý

275,248

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Property, plant and equipment, net

Ìý

Ìý

1,778

Ìý

Ìý

Ìý

2,383

Ìý

Noncurrent restricted cash

Ìý

Ìý

12,541

Ìý

Ìý

Ìý

11,525

Ìý

Intangible assets, net

Ìý

Ìý

374,615

Ìý

Ìý

Ìý

389,034

Ìý

Goodwill

Ìý

Ìý

716,793

Ìý

Ìý

Ìý

716,793

Ìý

Operating lease right-of-use assets, net

Ìý

Ìý

10,713

Ìý

Ìý

Ìý

11,142

Ìý

Deferred tax assets

Ìý

Ìý

163,846

Ìý

Ìý

Ìý

163,283

Ìý

Other assets

Ìý

Ìý

4,979

Ìý

Ìý

Ìý

2,500

Ìý

Total noncurrent assets

Ìý

Ìý

1,285,265

Ìý

Ìý

Ìý

1,296,660

Ìý

Total assets

Ìý

$

1,535,392

Ìý

Ìý

$

1,571,908

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Liabilities

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Accounts payable

Ìý

$

24,136

Ìý

Ìý

$

28,912

Ìý

Accrued expenses

Ìý

Ìý

41,573

Ìý

Ìý

Ìý

55,501

Ìý

Current operating lease liabilities

Ìý

Ìý

1,266

Ìý

Ìý

Ìý

1,230

Ìý

Current tax receivable agreement ($0 and $2,413 held for related parties as of March 31, 2025 and December 31, 2024, respectively)

Ìý

Ìý

�

Ìý

Ìý

Ìý

16,337

Ìý

Other current liabilities

Ìý

Ìý

457

Ìý

Ìý

Ìý

267

Ìý

Total current liabilities

Ìý

Ìý

67,432

Ìý

Ìý

Ìý

102,247

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Long-term debt

Ìý

Ìý

497,588

Ìý

Ìý

Ìý

496,778

Ìý

Noncurrent operating lease liabilities

Ìý

Ìý

10,043

Ìý

Ìý

Ìý

10,507

Ìý

Tax receivable agreement, net of current portion ($25,518 and $25,134 held for related parties as of March 31, 2025 and December 31, 2024, respectively)

Ìý

Ìý

190,441

Ìý

Ìý

Ìý

187,308

Ìý

Other liabilities

Ìý

Ìý

2,690

Ìý

Ìý

Ìý

1,899

Ìý

Total noncurrent liabilities

Ìý

Ìý

700,762

Ìý

Ìý

Ìý

696,492

Ìý

Total liabilities

Ìý

$

768,194

Ìý

Ìý

$

798,739

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Commitments and contingencies

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Stockholders' equity

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized; 94,565,875 issued and 89,073,142 outstanding as of March 31, 2025; 93,732,227 issued and 88,239,494 outstanding as of December 31, 2024

Ìý

Ìý

9

Ìý

Ìý

Ìý

9

Ìý

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

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Treasury stock, 5,492,733 as of March 31, 2025 and December 31, 2024

Ìý

Ìý

(53,782

)

Ìý

Ìý

(53,782

)

Additional paid-in capital

Ìý

Ìý

1,151,265

Ìý

Ìý

Ìý

1,148,871

Ìý

Accumulated deficit

Ìý

Ìý

(341,773

)

Ìý

Ìý

(333,826

)

Total Repay stockholders' equity

Ìý

$

755,719

Ìý

Ìý

$

761,272

Ìý

Non-controlling interests

Ìý

Ìý

11,479

Ìý

Ìý

Ìý

11,897

Ìý

Total equity

Ìý

Ìý

767,198

Ìý

Ìý

Ìý

773,169

Ìý

Total liabilities and equity

Ìý

$

1,535,392

Ìý

Ìý

$

1,571,908

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Consolidated Statements of Cash Flows

Ìý

Ìý

Ìý

Three Months Ended March 31,

Ìý

(in $ thousands)

Ìý

2025

Ìý

Ìý

2024

Ìý

Cash flows from operating activities

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Net loss

Ìý

$

(8,168

)

Ìý

$

(5,365

)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

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

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Depreciation and amortization

Ìý

Ìý

25,294

Ìý

Ìý

Ìý

27,028

Ìý

Stock based compensation

Ìý

Ìý

5,344

Ìý

Ìý

Ìý

6,282

Ìý

Amortization of debt issuance costs

Ìý

Ìý

810

Ìý

Ìý

Ìý

712

Ìý

Other loss

Ìý

Ìý

267

Ìý

Ìý

Ìý

�

Ìý

Fair value change in tax receivable agreement liability

Ìý

Ìý

3,022

Ìý

Ìý

Ìý

2,913

Ìý

Deferred tax expense

Ìý

Ìý

(452

)

Ìý

Ìý

302

Ìý

Change in accounts receivable

Ìý

Ìý

(3,881

)

Ìý

Ìý

(3,967

)

Change in prepaid expenses and other

Ìý

Ìý

468

Ìý

Ìý

Ìý

(520

)

Change in operating lease ROU assets

Ìý

Ìý

429

Ìý

Ìý

Ìý

2,084

Ìý

Change in other assets

Ìý

Ìý

(2,479

)

Ìý

Ìý

�

Ìý

Change in accounts payable

Ìý

Ìý

(4,776

)

Ìý

Ìý

1,679

Ìý

Change in accrued expenses and other

Ìý

Ìý

(13,928

)

Ìý

Ìý

(4,982

)

Change in operating lease liabilities

Ìý

Ìý

(428

)

Ìý

Ìý

(2,201

)

Change in other liabilities

Ìý

Ìý

981

Ìý

Ìý

Ìý

836

Ìý

Net cash provided by operating activities

Ìý

Ìý

2,503

Ìý

Ìý

Ìý

24,801

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Cash flows from investing activities

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Purchases of property and equipment

Ìý

Ìý

(146

)

Ìý

Ìý

(87

)

Capitalized software development costs

Ìý

Ìý

(10,391

)

Ìý

Ìý

(11,042

)

Net cash used in investing activities

Ìý

Ìý

(10,537

)

Ìý

Ìý

(11,129

)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Cash flows from financing activities

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Payments for tax withholding related to shares vesting under Incentive Plan

Ìý

Ìý

(3,147

)

Ìý

Ìý

(2,407

)

Payment of Tax Receivable Agreement

Ìý

Ìý

(16,337

)

Ìý

Ìý

(580

)

Net cash used in financing activities

Ìý

Ìý

(19,484

)

Ìý

Ìý

(2,987

)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Increase in cash, cash equivalents and restricted cash

Ìý

Ìý

(27,518

)

Ìý

Ìý

10,685

Ìý

Cash, cash equivalents and restricted cash at beginning of period

Ìý

$

236,709

Ìý

Ìý

$

144,145

Ìý

Cash, cash equivalents and restricted cash at end of period

Ìý

$

209,191

Ìý

Ìý

$

154,830

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Cash paid during the period for:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Interest

Ìý

$

4,525

Ìý

Ìý

$

200

Ìý

Income taxes (net of refunds received)

Ìý

$

(25

)

Ìý

$

4

Ìý

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

For the Three Months Ended March 31, 2025 and 2024

(Unaudited)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Three Months ended March 31,

Ìý

Ìý

(in $ thousands)

2025

Ìý

Ìý

2024

Ìý

Ìý

Revenue

$

77,325

Ìý

Ìý

$

80,720

Ìý

Ìý

Operating expenses

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

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

$

18,664

Ìý

Ìý

$

19,175

Ìý

Ìý

Selling, general and administrative

Ìý

36,987

Ìý

Ìý

Ìý

37,021

Ìý

Ìý

Depreciation and amortization

Ìý

25,294

Ìý

Ìý

Ìý

27,028

Ìý

Ìý

Total operating expenses

$

80,945

Ìý

Ìý

$

83,224

Ìý

Ìý

Loss from operations

$

(3,620

)

Ìý

$

(2,504

)

Ìý

Other income (expense)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Interest income

Ìý

1,356

Ìý

Ìý

Ìý

1,292

Ìý

Ìý

Interest expense

Ìý

(3,107

)

Ìý

Ìý

(912

)

Ìý

Change in fair value of tax receivable liability

Ìý

(3,022

)

Ìý

Ìý

(2,913

)

Ìý

Other income (loss), net

Ìý

(227

)

Ìý

Ìý

(26

)

Ìý

Total other income (expense)

Ìý

(5,000

)

Ìý

Ìý

(2,559

)

Ìý

Loss before income tax expense

Ìý

(8,620

)

Ìý

Ìý

(5,063

)

Ìý

Income tax benefit (expense)

Ìý

452

Ìý

Ìý

Ìý

(302

)

Ìý

Net loss

$

(8,168

)

Ìý

$

(5,365

)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Add:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Interest income

Ìý

(1,356

)

Ìý

Ìý

(1,292

)

Ìý

Interest expense

Ìý

3,107

Ìý

Ìý

Ìý

912

Ìý

Ìý

Depreciation and amortization (a)

Ìý

25,294

Ìý

Ìý

Ìý

27,028

Ìý

Ìý

Income tax benefit

Ìý

(452

)

Ìý

Ìý

302

Ìý

Ìý

EBITDA

$

18,425

Ìý

Ìý

$

21,585

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

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

Ìý

3,022

Ìý

Ìý

Ìý

2,913

Ìý

Ìý

Share-based compensation expense (c)

Ìý

6,045

Ìý

Ìý

Ìý

6,923

Ìý

Ìý

Transaction expenses (d)

Ìý

782

Ìý

Ìý

Ìý

677

Ìý

Ìý

Restructuring and other strategic initiative costs (e)

Ìý

3,511

Ìý

Ìý

Ìý

2,184

Ìý

Ìý

Other non-recurring charges (f)

Ìý

1,390

Ìý

Ìý

Ìý

1,231

Ìý

Ìý

Adjusted EBITDA

$

33,175

Ìý

Ìý

$

35,513

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

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

(Unaudited)

Ìý

Ìý

Three Months ended

Ìý

(in $ thousands)

Ìý

June 30, 2024

Ìý

Ìý

September 30,
2024

Ìý

Ìý

December 31,
2024

Ìý

Net income (loss)

Ìý

$

(4,237

)

Ìý

$

3,215

Ìý

Ìý

$

(3,958

)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Add:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Interest income

Ìý

$

(1,463

)

Ìý

$

(1,608

)

Ìý

$

(1,629

)

Interest expense

Ìý

Ìý

909

Ìý

Ìý

Ìý

2,918

Ìý

Ìý

Ìý

3,134

Ìý

Depreciation and amortization (a)

Ìý

Ìý

26,771

Ìý

Ìý

Ìý

25,529

Ìý

Ìý

Ìý

24,382

Ìý

Income tax (benefit) expense

Ìý

Ìý

(1,975

)

Ìý

Ìý

1,524

Ìý

Ìý

Ìý

(426

)

EBITDA

Ìý

$

20,005

Ìý

Ìý

$

31,578

Ìý

Ìý

$

21,503

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Gain on extinguishment of debt (k)

Ìý

Ìý

�

Ìý

Ìý

Ìý

(13,136

)

Ìý

Ìý

�

Ìý

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

Ìý

Ìý

3,366

Ìý

Ìý

Ìý

6,479

Ìý

Ìý

Ìý

1,785

Ìý

Share-based compensation expense (c)

Ìý

Ìý

5,874

Ìý

Ìý

Ìý

6,477

Ìý

Ìý

Ìý

5,921

Ìý

Transaction expenses (d)

Ìý

Ìý

414

Ìý

Ìý

Ìý

937

Ìý

Ìý

Ìý

297

Ìý

Restructuring and other strategic initiative costs (e)

Ìý

Ìý

2,584

Ìý

Ìý

Ìý

2,202

Ìý

Ìý

Ìý

5,524

Ìý

Other non-recurring charges (f)

Ìý

Ìý

1,485

Ìý

Ìý

Ìý

562

Ìý

Ìý

Ìý

1,440

Ìý

Adjusted EBITDA

Ìý

$

33,728

Ìý

Ìý

$

35,099

Ìý

Ìý

$

36,470

Ìý

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

For the Three Months Ended March 31, 2025 and 2024

(Unaudited)

Ìý

Ìý

Three Months ended March 31,

Ìý

Ìý

(in $ thousands)

2025

Ìý

Ìý

2024

Ìý

Ìý

Revenue

$

77,325

Ìý

Ìý

$

80,720

Ìý

Ìý

Operating expenses

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

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

$

18,664

Ìý

Ìý

$

19,175

Ìý

Ìý

Selling, general and administrative

Ìý

36,987

Ìý

Ìý

Ìý

37,021

Ìý

Ìý

Depreciation and amortization

Ìý

25,294

Ìý

Ìý

Ìý

27,028

Ìý

Ìý

Total operating expenses

$

80,945

Ìý

Ìý

$

83,224

Ìý

Ìý

Loss from operations

$

(3,620

)

Ìý

$

(2,504

)

Ìý

Interest income

Ìý

1,356

Ìý

Ìý

Ìý

1,292

Ìý

Ìý

Interest expense

Ìý

(3,107

)

Ìý

Ìý

(912

)

Ìý

Change in fair value of tax receivable liability

Ìý

(3,022

)

Ìý

Ìý

(2,913

)

Ìý

Other income (loss), net

Ìý

(227

)

Ìý

Ìý

(26

)

Ìý

Total other income (expense)

Ìý

(5,000

)

Ìý

Ìý

(2,559

)

Ìý

Loss before income tax expense

Ìý

(8,620

)

Ìý

Ìý

(5,063

)

Ìý

Income tax benefit (expense)

Ìý

452

Ìý

Ìý

Ìý

(302

)

Ìý

Net loss

$

(8,168

)

Ìý

$

(5,365

)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Add:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Amortization of acquisition-related intangibles (g)

Ìý

19,329

Ìý

Ìý

Ìý

19,736

Ìý

Ìý

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

Ìý

3,022

Ìý

Ìý

Ìý

2,913

Ìý

Ìý

Share-based compensation expense (c)

Ìý

6,045

Ìý

Ìý

Ìý

6,923

Ìý

Ìý

Transaction expenses (d)

Ìý

782

Ìý

Ìý

Ìý

677

Ìý

Ìý

Restructuring and other strategic initiative costs (e)

Ìý

3,511

Ìý

Ìý

Ìý

2,184

Ìý

Ìý

Other non-recurring charges (f)

Ìý

1,390

Ìý

Ìý

Ìý

1,231

Ìý

Ìý

Non-cash interest expense (h)

Ìý

845

Ìý

Ìý

Ìý

712

Ìý

Ìý

Pro forma taxes at effective rate (i)

Ìý

(6,442

)

Ìý

Ìý

(6,633

)

Ìý

Adjusted Net Income

$

20,314

Ìý

Ìý

$

22,378

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

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

Ìý

94,358,268

Ìý

Ìý

Ìý

97,062,303

Ìý

Ìý

Adjusted Net Income per share

$

0.22

Ìý

Ìý

$

0.23

Ìý

Ìý

Reconciliation of Operating Cash Flow to Free Cash Flow

For the Three Months and Years Ended December 31, 2024 and 2023

(Unaudited)

Ìý

Ìý

Ìý

Three Months ended March 31,

Ìý

(in $ thousands)

Ìý

2025

Ìý

Ìý

2024

Ìý

Net cash provided by operating activities

Ìý

$

2,503

Ìý

Ìý

$

24,801

Ìý

Capital expenditures

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Cash paid for property and equipment

Ìý

Ìý

(146

)

Ìý

Ìý

(87

)

Capitalized software development costs

Ìý

Ìý

(10,391

)

Ìý

Ìý

(11,042

)

Total capital expenditures

Ìý

Ìý

(10,537

)

Ìý

Ìý

(11,129

)

Free cash flow

Ìý

$

(8,034

)

Ìý

$

13,672

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Free cash flow conversion

Ìý

Ìý

(24

%)

Ìý

Ìý

38

%

Quarterly Reconciliation of Operating Cash Flow to Free Cash Flow

(Unaudited)

Ìý

Ìý

Three Months ended

Ìý

(in $ thousands)

Ìý

June 30, 2024

Ìý

Ìý

September 30,
2024

Ìý

Ìý

December 31,
2024

Ìý

Net cash provided by operating activities

Ìý

$

30,979

Ìý

Ìý

$

60,058

Ìý

Ìý

$

34,252

Ìý

Capital expenditures

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Cash paid for property and equipment

Ìý

Ìý

(484

)

Ìý

Ìý

(211

)

Ìý

Ìý

(207

)

Capitalized software development costs

Ìý

Ìý

(11,207

)

Ìý

Ìý

(11,029

)

Ìý

Ìý

(10,586

)

Total capital expenditures

Ìý

Ìý

(11,691

)

Ìý

Ìý

(11,240

)

Ìý

Ìý

(10,793

)

Free cash flow

Ìý

$

19,288

Ìý

Ìý

$

48,818

Ìý

Ìý

$

23,459

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Free cash flow conversion

Ìý

Ìý

57

%

Ìý

Ìý

139

%

Ìý

Ìý

64

%

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

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

(Unaudited)

Ìý

Ìý

Ìý

Consumer
Payments

Ìý

Ìý

Business
Payments

Ìý

Ìý

Total

Ìý

Gross profit growth

Ìý

Ìý

(5

%)

Ìý

Ìý

7

%

Ìý

Ìý

(5

%)

Less: Growth from contributions related to political media

Ìý

Ìý

�

Ìý

Ìý

Ìý

(5

%)

Ìý

Ìý

(1

%)

Normalized gross profit growth (l)

Ìý

Ìý

(5

%)

Ìý

Ìý

12

%

Ìý

Ìý

(4

%)

(a)

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

(b)

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

(c)

Represents compensation expense associated with equity compensation plans.

(d)

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

(e)

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.

(f)

For the three months ended March 31, 2025, the three months ended December 31, 2024, the three months ended September 30, 2024, the three months ended June 30, 2024 and the three months ended March 31, 2024, , 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.

(g)

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:

Ìý

Ìý

Three Months ended March 31,

Ìý

(in $ thousands)

Ìý

2025

Ìý

Ìý

2024

Ìý

Acquisition-related intangibles

Ìý

$

19,329

Ìý

Ìý

$

19,736

Ìý

Software

Ìý

Ìý

5,482

Ìý

Ìý

Ìý

6,713

Ìý

Amortization

Ìý

$

24,811

Ìý

Ìý

$

26,449

Ìý

Depreciation

Ìý

Ìý

483

Ìý

Ìý

Ìý

579

Ìý

Total Depreciation and amortization (1)

Ìý

$

25,294

Ìý

Ìý

$

27,028

Ìý

Ìý

Ìý

Three Months ended

Ìý

(in $ thousands)

Ìý

June 30, 2024

Ìý

Ìý

September 20,
2024

Ìý

Ìý

December 31,
2024

Ìý

Acquisition-related intangibles

Ìý

$

19,702

Ìý

Ìý

$

19,111

Ìý

Ìý

$

18,595

Ìý

Software

Ìý

Ìý

6,856

Ìý

Ìý

Ìý

6,008

Ìý

Ìý

Ìý

5,249

Ìý

Amortization

Ìý

$

26,558

Ìý

Ìý

$

25,119

Ìý

Ìý

$

23,844

Ìý

Depreciation

Ìý

Ìý

213

Ìý

Ìý

Ìý

410

Ìý

Ìý

Ìý

538

Ìý

Total Depreciation and amortization (1)

Ìý

$

26,771

Ìý

Ìý

$

25,529

Ìý

Ìý

$

24,382

Ìý

(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.

Ìý

Ìý

(h)

Represents amortization of non-cash deferred debt issuance costs.

(i)

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

(j)

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 ended March 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:

Ìý

Ìý

Three Months ended March 31,

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2025

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2024

Weighted average shares of Class A common stock outstanding - basic

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89,005,725

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91,218,208

Add: Non-controlling interests

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

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5,352,543

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5,844,095

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

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94,358,268

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97,062,303

(k)

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

(l)

Represents year-over-year gross profit growth that excludes incremental gross profit attributable to political media spending in Q1 2024 associated with the 2024 election cycle in our media payments business.

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Investor Relations Contact for REPAY:

[email protected]

Media Relations Contact for REPAY:

Kristen Hoyman

(404) 637-1665

[email protected]

Source: Repay Holdings Corporation

Repay Hldgs Corp

NASDAQ:RPAY

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RPAY Stock Data

473.76M
77.76M
8.01%
106.39%
6.53%
Software - Infrastructure
Services-business Services, Nec
United States
ATLANTA