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Financial Institutions Using MeridianLink Can Now Offer More Convenient, Secure Payment and Account Funding Methods to Members

ATLANTA--(BUSINESS WIRE)--Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY”), a leading provider of vertically-integrated payment solutions, today announced new enhancements to the company’s integration with MeridianLink, Inc. (NYSE: MLNK), a leading provider of modern software platforms for financial institutions and consumer reporting agencies. REPAY’s innovative, trusted payment technology now enables credit unions and banks in MeridianLink’s network to offer new members streamlined account funding via debit card, ACH and digital wallets, including Apple Pay and Google Pay.

Expanding account funding options with REPAY’s integrated payment technology enables financial institutions that use MeridianLink® Opening to accept funds into new member accounts faster and improve the consumer experience both in-branch and online. Providing a variety of convenient account funding methods, leveraging the same verifiable payment methods consumers prefer to use daily, simplifies the onboarding process for both credit unions and their members.

"We strive to continually enhance our platforms in strategic ways that strengthen our customers' business capabilities while simultaneously addressing evolving member needs,” said Megan Pulliam, SVP, MeridianLink® Marketplace. “Flexible account funding options, enabled by our partnership with REPAY, are an essential advantage for our financial institutions and will enable them to uphold the high standards of customer service and convenience members have come to expect."

These enhancements supplement REPAY’s existing integration with MeridianLink® Collect, which optimizes loan collection operations by simplifying accounting and consumer payment processes. REPAY’s secure payment solutions enable MeridianLink’s broad network of financial institution customers to streamline processing efficiencies by accepting ACH and card payments via web, mobile, Interactive Voice Response (IVR) or text. Offering a wide variety of payment modalities provides borrowers with options to make loan payments in the way that is most convenient for them and improves the overall experience.

“As digital payment options increase in consumer popularity, offering convenient account funding and payment methods is critical to attracting and retaining new members,” said Jake Moore, EVP, Consumer Payments, REPAY. "Our expanded partnership with MeridianLink empowers financial institutions and consumers to build trust and forge stronger relationships as a result of REPAY’s advanced payment technology solutions."

Regardless of payment method, REPAY’s integrated platform tracks, logs and posts payment data in real time, ensuring payment updates and information are accurately reflected in credit unions’ records immediately after a payment is submitted, mitigating the risk of invalid penalties and unnecessary collection efforts that are triggered for past-due payments. This not only smooths accounting processes for credit unions and banks but also supports better relationships with members due to improved confidence and communication.

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.

MeridianLink® (NYSE: MLNK) empowers financial institutions and consumer reporting agencies to drive efficient growth. MeridianLink’s cloud-based digital lending, account opening, background screening, and data verification solutions leverage shared intelligence from a unified data platform, MeridianLink® One, to enable customers of all sizes to identify growth opportunities, effectively scale up, and support compliance efforts, all while powering an enhanced experience for staff and consumers alike.

For more than 25 years, MeridianLink has prioritized the democratization of lending for consumers, businesses, and communities. Learn more at www.meridianlink.com.

Contacts

Investor Relations Contact for REPAY:
IR@repay.com

Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com

Media Relations Contact for MeridianLink:
Erica Bigley
Erica.Bigley@MeridianLink.com

March 12, 2025.

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)--May 12, 2025-- 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)Q1 2024Q2 2024Q3 2024Q4 2024Q1 2025
Revenue$80.7$74.9$79.1$78.3$77.3
Gross profit (1)61.558.661.659.758.7
Net (loss) income (5.4)(4.2)3.2(4.0)(8.2)
Adjusted EBITDA (2)35.533.735.136.533.2
Net cash provided by operating activities24.831.060.134.32.5
Free Cash Flow (2)13.719.348.823.5(8.0)
Free Cash Flow Conversion (2)38%57%139%64%24%

“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

Three Months Ended March 31,
($ in thousand)20252024% Change
Revenue
Consumer Payments$71,942$76,136(6%)
Business Payments$10,988$9,67714%
Elimination of intersegment revenues($5,605)($5,093)
Total revenue$77,325$80,720(4%)
Gross profit (1)
Consumer Payments$56,709$59,591(5%)
Business Payments$7,557$7,0477%
Elimination of intersegment revenues($5,605)($5,093)
Total gross profit$58,661$61,545(5%)
Total gross profit margin (2)76%76%
(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 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 13752562. 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 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
Three Months Ended March 31,
($ in thousands, except per share data)20252024
Revenue$77,325$80,720
Operating expenses 
Costs of services (exclusive of depreciation and amortization shown separately below)$18,664$19,175
Selling, general and administrative$36,987$37,021
Depreciation and amortization$25,294$27,028
Total Operating Expenses$80,945$83,224
Loss from Operations($3,620)($2,504)
Other Income (Expense) 
Interest Income$1,356$1,292
Interest Expense($3,107)($912)
Change in fair value of tax receivable liability($3,022)($2,913)
Other income (loss), net(227)(26)
Total Other Income (Expense)($5,000)($2,559)
Loss Before Income Tax expense($8,620)($5,063)
Income Tax Benefit (Expense)452(302)
Net Loss($8,168)($5,365)
Net loss attributable to non-controlling interest(221)(153)
Net Loss Attributable to the Company($7,947)($5,212)
Weighted-average shares of Class A common stock outstanding - basic and diluted89,005,72591,218,208
Loss per Class A share - basic and diluted($0.09)($0.06)
Consolidated Balance Sheets
($ in thousands)March 31, 2025 (Unaudited)December 31, 2024
Assets
Cash and cash equivalents$165,466$189,530
Current restricted cash$31,184$35,654
Accounts receivable$36,831$32,950
Prepaid expenses and other$16,646$17,114
Total current assets$250,127$275,248
 
Property, plant and equipment, net$1,778$2,383
Noncurrent restricted cash$12,541$11,525
Intangible assets, net$374,615$389,034
Goodwill$716,793$716,793
Operating lease right-of-use assets, net$10,713$11,142
Deferred tax assets163,846163,283
Other assets4,9792,500
Total noncurrent assets$1,285,265$1,296,660
Total assets$1,535,392$1,571,908
 
Liabilities
Accounts payable$24,136$28,912
Accrued expenses$41,573$55,501
Current operating lease liabilities1,2661,230
Current tax receivable agreement ($0 and $2,413 held for related parties as of March 31, 2025 and December 31, 2024, respectively)--16,337
Other current liabilities457267
Total current liabilities$67,432$102,247
 
Long-term debt$497,588$496,778
Noncurrent operating lease liabilities10,04310,507
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)190,441187,308
Other liabilities2,6901,899
Total noncurrent liabilities$700,762$696,492
Total liabilities$768,194$798,739
 
Commitments and contingencies
 
Stockholders' Equity
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
99
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
--
Treasury stock, 5,492,733 as of March 31, 2025 and December 31, 2024(53,782)(53,782)
Additional paid-in capital$1,151,265$1,148,871
Accumulated deficit(341,773)(333,826)
Total REPAY stockholders’ equity$755,719$761,272
Non-controlling interests11,47911,897
Total equity$767,198$773,169
Total liabilities and equity$1,535,392$1,571,908
Consolidated Statements of Cash Flows
Three Months Ended March 31,
($ in thousands)20252024
Cash flows from operating activities
Net loss($8,168)($5,365)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization25,29427,028
Stock-based compensation5,3446,282
Amortization of debt issuance costs810712
Other loss267
Fair value change in tax receivable agreement liability3,0222,913
Deferred tax expense(452)302
Change in accounts receivable(3,881)(3,967)
Change in prepaid expenses and other468(520)
Change in operating lease ROU assets4292,084
Change in other assets(2,479)
Change in accounts payable(4,776)1,679
Change in accrued expenses and other(13,928)(4,982)
Change in operating lease liabilities(428)(2,201)
Change in other liabilities981836
Net cash provided by operating activities2,50324,801
 
Cash flows from investing activities
Purchases of property and equipment(146)(87)
Capitalized software development costs(10,391)(11,042)
Net cash used in investing activities(10,537)(11,129)
 
Cash flows from financing activities
Payments for tax withholding related to shares vesting under Incentive Plan(3,147)(2,407)
Payment of Tax Receivable Agreement(16,337)(580)
Net cash used in financing activities(19,484)(2,987)
 
Increase in cash, cash equivalents and restricted cash(27,518)10,685
Cash, cash equivalents, and restricted cash at beginning of period$236,709$144,145
Cash, cash equivalents, and restricted cash at end of period$209,191$154,830
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest$4,525$200
Income taxes (net of refunds received)$(25)$4
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA
For the Three Months Ended March 31, 2025 and 2024
(Unaudited)
Three Months Ended March 31,
($ in thousands)20252024
Revenue$77,325$80,720
Operating Expenses
Costs of services (exclusive of depreciation and amortization shown separately below)$18,664$19,175
Selling, general and administrative$36,987$37,021
Depreciation and amortization$25,294$27,028
Total Operating Expenses$80,945$83,224
Loss from Operations($3,620)($2,504)
Other income (expense)
Interest income$1,356$1,292
Interest expense($3,107)($912)
Change in fair value of tax receivable liability($3,022)($2,913)
Other Income (Loss), net(227)(26)
Total Other Income (Expense)($5,000)($2,559)
Loss Before Income Tax Expense($8,620)($5,063)
Income tax benefit (expense)$452(302)
Net Loss($8,168)($5,365)
Add:
Interest income($1,356)($1,292)
Interest expense$3,107$912
Depreciation and amortization(a)$25,294$27,028
Income tax benefit($452)302
EBITDA$18,425$21,585
Non-cash change in fair value of assets and liabilities (b)3,0222,913
Share-based compensation expense(c)$6,045$6,923
Transaction expenses(d)$782$677
Restructuring and other strategic initiative costs(e)3,511$2,184
Other non-recurring charges(f)$1,390$1,231
Adjusted EBITDA$33,175$35,513
Quarterly Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA
(Unaudited)
Three Months Ended
($ in thousands)June 30, 2024September 30, 2024December 31, 2024
Net income (loss)($4,237)$3,215(3,958)
Add:
Interest income($1,463)($1,608)$1,629
Interest expense9092,9183,134
Depreciation and amortization(a)$26,771$25,529$24,382
Income tax (benefit) expense($1,975)$1,524(426)
EBITDA$20,005$31,578$21,503
Gain on extinguishment of debt(k)($13,136)
Non-cash change in fair value of assets and liabilities(b)3,366$6,479$1,785
Share-based compensation expense(c)$5,874$6,477$5,921
Transaction expenses(d)$414$937$297
Restructuring and other strategic initiative costs(e)$2,584$2,202$5,524
Other non-recurring charges(f)$1,485$562$1,440
Adjusted EBITDA$33,728$35,099$36,470
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income
For the Three Months Ended March 31, 2025 and 2024
(Unaudited)
Three Months Ended March 31,
($ in thousands)20252024
Revenue$77,325$80,720
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)$18,664$19,175
Selling, general, and administrative$36,987$37,021
Depreciation and amortization$25,294$27,028
Total operating expenses$80,945$83,224
Loss from operations($3,620)($2,504)
Interest income$1,356$1,292
Interest expense($3,107)($912)
Change in fair value of tax receivable liability($3,022)($2,913)
Other income (loss), net(227)(26)
Total other income (expense)(5,000)(2,559)
Loss Before Income Tax Expense(8,620)(5,063)
Income tax benefit (expense)452(302)
Net loss(8,168)(5,365)
Add
Amortization of acquisition-related intangibles(g)19,32919,736
Non-cash change in fair value of assets and liabilities(b)3,0222,913
Share-based compensation expense(c)6,0456,923
Transaction expenses(d)782677
Restructuring and other strategic initiative costs(e)3,5112,184
Other non-recurring charges(f)1,3901,231
Non-cash interest expense(h)845712
Pro format taxes at effective rate(j)(6,442)(6,633)
Adjusted Net Income$20,314$22,378
Shares of Class A common stock outstanding (on an as-converted basis)(j)94,358,26897,062,303
Adjusted Net Income per share0.220.23
Reconciliation of Operating Cash Flow to Free Cash Flow
For the Three Months and Years Ended December 31, 2024 and 2023
(Unaudited)
Three Months Ended March 31,
($ in thousands)20252024
Net cash provided by operating activities$2,503$24,801
Capital expenditures
Cash paid for property and equipment(146)(87)
Capitalized software development costs(10,391)(11,042)
Total capital expenditures(10,537)(11,129)
Free cash flow($8,034)($13,672)
Free cash flow conversion(24%)38%
Quarterly Reconciliation of Operating Cash Flow to Free Cash Flow
(Unaudited)
Three Months ended
June 30, 2024September 30, 2024December 31, 2025
(in $ thousands)
Net cash provided by operating activities$30,979$60,058$34,252
Capital expenditures
Cash paid for property and equipment(484)(211)(207)
Capitalized software development costs(11,207)(11,029)(10,586)
Total capital expenditures(11,691)(11,240)(10,793)
Free cash flow$19,288$48,818$23,459
Free cash flow conversion57%139%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)
Consumer PaymentsBusiness PaymentsTotal
Gross profit growth(5%)7%(5%)
Less: Growth from contributions related to political media-(5%)(1%)
Normalized gross profit growth (l)(5%)(12%)(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:
Three months ended March 31,
($ in thousands)20252024
Acquisition-related intangibles$19,329$19,736
Software$5,482$6,713
Amortization$24,811$26,449
Depreciation$483$579
Total Depreciation and Amortization (1)$25,294$27,028
Three Months Ended
(in $ thousands)June 30, 2024September 20, 2024December 31, 2024
Acquisition-related intangibles$19,702$19,111$18,595
Software$6,856$6,008$5,249
Amortization$26,558$25,119$23,844
Depreciation$213$410$538
Total Depreciation and Amortization (1)$26,771$25,529$24,382
(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.
  
(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:
Three Months Ended March 31,
20252024
Weighted average shares of Class A common stock outstanding - basic89,005,72591,218,208
Add: Non-controlling interests
Weighted average Post-Merger REPAY Units exchangeable for Class A common stock5,352,5435,844,095
Shares of Class A common stock outstanding (on an as-converted basis)94,358,26897,062,303
(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.

https://www.businesswire.com/news/home/20250512344859/en

Investor Relations Contact for REPAY:
ir@repay.com

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

Source: Repay Holdings Corporation

ATLANTA--(BUSINESS WIRE)--Apr. 25, 2025-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today announced that the Company will host a conference call to discuss first quarter 2025 financial results on Monday, May 12, 2025 at 5:00pm ET. A press release with first quarter 2025 financial results will be issued after the market closes that same day.

The conference call will be webcast live from the Company's investor relations website at https://investors.repay.com/ under the “Events” section. 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 two hours 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 until Monday, May 26, 2025. An archive of the webcast will be available at the same location on the website shortly after the call has concluded.

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.

Investor Relations Contact for REPAY:
ir@repay.com

Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com

Source: Repay Holdings Corporation

At REPAY, innovation is a promise we deliver on every day. That’s why we’re proud to share that MortgagePoint has named REPAY a 2025 MortgagePoint Tech Excellence Award recipient, recognizing our best-in-class digital payment technology tailored specifically for mortgage servicing.

This recognition reinforces our commitment to helping mortgage servicers streamline operations, simplify compliance and elevate the borrower experience through seamless, secure and scalable payment solutions.

A Trusted Name in Mortgage Technology 

The MortgagePoint Tech Excellence Awards spotlight companies that are driving meaningful change across the mortgage ecosystem. Our selection as an award recipient highlights the impact of our end-to-end payment technology engineered to meet the demands of today’s mortgage servicers and their borrowers.

With realtime processing, flexible payment options and robust integrations, REPAY helps servicers increase efficiency, improve borrower satisfaction and maintain compliance, all from a single, easy-to-implement platform.

We’re also interested in what’s driving innovation across the mortgage servicing landscape. Read about the benefits of integrated, omni-channel digital payment solutions in our white paper, The Future of Mortgage Payment Is Digital.

Purpose-Built for the Mortgage Industry

The REPAY mortgage payment platform is designed to solve the challenges servicers face every day. From managing high call volumes and reducing delinquency rates to meeting evolving consumer expectations, our technology makes it easier to:

  • Accept payments anytime, anywhere with options for web, mobile, IVR, text and agent-assisted channels
  • Automate communications and reminders to reduce manual outreach
  • Maintain PCI compliance and mitigate fraud risk through tokenization and secure workflows
  • Integrate seamlessly with leading loan servicing systems

This award is a reflection of our continued investment in payment technology that empowers mortgage servicers to deliver better outcomes both operationally and for the borrowers they serve.

Proven Innovation Across Consumer Payments 

While the MortgagePoint Tech Excellence Award highlights our leadership in mortgage, it’s also part of a larger story. Our payment technology supports thousands of businesses across lending, auto finance, healthcare and other consumer-facing verticals. No matter who we support, the focus remains the same: delivering flexible, secure and integrated solutions that simplify payments at scale.

Our recognition in mortgage adds to a growing list of industry validations that underscore our commitment to technology excellence across every vertical we serve.

“This award reflects the innovation that we’ve built into every layer of our mortgage payments platform,” says Jeff Osheka, SVP, Mortgage Vertical Leader, REPAY. “Servicers today need technology that makes them more efficient without sacrificing compliance or the borrower experience — and that’s exactly what REPAY is here to provide.”

Moving Mortgage Payments Forward

For mortgage servicers, this award is both a badge of recognition and further proof that REPAY is a trusted technology partner committed to solving industry challenges with precision and foresight.

  • Trust and reliability in a partner with proven success across mortgage and other highly regulated industries
  • Ongoing innovation driven by deep industry expertise and a commitment to compliance and security
  • Seamless borrower experiences powered by realtime processing, flexible payment options and easy-to-use digital channels

REPAY is proud to be recognized as a technology leader in mortgage servicing. We’re even more proud to support the servicers who keep the industry moving forward. Our mission is to simplify payments, reduce friction and enable better borrower experiences at every step.

To learn more about the MortgagePoint Tech Excellence Awards, read their full announcementContact our team today to learn more about how REPAY can help you modernize your payment experience!

March 3, 2025.

Gross Profit Growth of 2% in Q4 and 6% Full Year 2024

Strong Adjusted EBITDA Growth and Accelerated Free Cash Flow Conversion during 2024

Announces Strategic Review Process, including Potential Strategic Alternatives

ATLANTA--(BUSINESS WIRE)--Mar. 3, 2025-- 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, 2024.

Fourth Quarter 2024 Financial Highlights

($ in millions)Q4 2023Q1 2024Q2 2024Q3 2024Q4 2024YoY Change
Revenue$76.0$80.7$74.9$79.1$78.33%
Gross profit (1)58.761.558.661.659.72%
Net (loss) income (2)(77.7)(5.4)(4.2)3.2(4.0)
Adjusted EBITDA (3)33.535.533.735.136.59%
Net cash provided by operating activities34.924.831.060.134.3(2%)
Free Cash Flow (3)21.813.719.348.823.58%
Free Cash Flow Conversion (3)65%38%57%139%64%

“Q4 closed out the year with another quarter of profitable growth at REPAY,” said John Morris, CEO of REPAY. “Our full year results showcased our resilient business model with strong double digit Adjusted EBITDA growth and accelerating Free Cash Flow Conversion from 42% in 2023 to 75% in 2024. As we reflect on the accomplishments we achieved in 2024 and turn to 2025, we remain dedicated to delivering the best payment experience for our clients and creating value by facilitating the ongoing secular shift to more digital payment flows.

REPAY has built our technology platform to scale both organically and inorganically, with the potential to benefit from additional opportunities ahead. With the Board’s support, we have commenced a comprehensive strategic review, with the assistance of outside advisors, to assess a full range of alternatives aimed at capturing shareholder value. The review includes evaluating opportunities to further strengthen REPAY’s position in the verticals we serve, adjacent end markets, GTM strategy, relationships with our partners, and capital allocation. This strategic review may also include consideration of various strategic alternatives, including M&A, a sale or take private of the Company and other structural changes, transactions and alternatives that could enhance shareholder value.”

REPAY has not set a deadline for the completion of the review process, and there can be no assurance that the strategic review will result in any particular outcome, transaction, or other strategic alternative. REPAY does not intend to comment further or provide updates regarding the strategic review until it has been completed, unless the Company determines that additional disclosure is appropriate or required by law.

Fourth Quarter 2024 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 sustained growth across REPAY's diversified business model.

  • 2% year-over-year gross profit growth in Q4
  • Consumer Payments gross profit declined approximately 5% year-over-year which was partially impacted from clients rolling off during the fourth quarter
  • Business Payments gross profit growth of approximately 60% year-over-year as we benefited from strong contributions in our political media vertical
  • Accelerated AP supplier network to over 360,000, an increase of approximately 38% year-over-year
  • Added four new integrated software partners to bring the total to 280 software relationships as of the end of the fourth quarter
  • Instant funding volumes increased by approximately 34% year-over-year
  • Added 16 new credit unions bringing total credit union clients to 329


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)2024 (Unaudited)2023 (Unaudited)% Change20242023% Change
Revenue
Consumer Payments$66,349$71,124(7%)$280,966$275,7082%
Business Payments$17,357$9,85076%$52,923$38,05839%
Elimination of intersegment revenues($5,435)($4,987)($20,847)($17,139)
Total revenue$78,271$75,9873%$313,042$296,6276%
Gross profit (1)
Consumer Payments$53,081$56,168(5%)$223,107$216,0963%
Business Payments$12,069$7,54560%$39,146$27,96740%
Elimination of intersegment revenues($5,435)($4,987)($20,847)($17,139)
Total gross profit$59,715$58,7262%$241,406$226,9246%
Total gross profit margin (2)76%77%77%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 2024 financial results today, March 3, 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 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 13750988. 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 loss on business disposition, gain on extinguishment of debt, non-cash change in fair value of contingent consideration, 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 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 change in fair value of contingent consideration, 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, 2024 and 2023 (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. REPAY believes that Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per share, Free Cash Flow and Free Cash Flow Conversion 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, 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, 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)2024 (Unaudited)2023 (Unaudited)20242023
Revenue$78,271$75,987$313,042$296,627
Operating expenses 
Costs of services (exclusive of depreciation and amortization)$18,556$17,261$71,636$69,703
Selling, general and administrative$36,503$36,679$145,466$148,653
Depreciation and amortization$24,382$24,711$103,710$103,857
Loss on business disposition$10,027
Impairment loss$75,750$75,800
Total Operating Expenses$79,441$154,401$320,812$408,040
Loss from Operations($1,170)($78,414)($7,770)($111,413)
Other Income (Expense) 
Interest Income$1,629$1,260$5,992$2,822
Interest Expense($3,134)($895)($7,873)($3,870)
Gain on extinguishment of debt$13,136
Change in fair value of tax receivable liability($1,785)($2,903)($14,543)($6,619)
Other income (loss)$76($145)$138($455)
Total Other Income (Expense)($3,214)($2,683)($3,150)($8,122)
Income (Loss) Before Income Tax($4,384)($81,097)($10,920)($119,535)
Income Tax Benefit (Expense)4263,4235752,115
Net Income (Loss)($3,958)($77,674)($10,345)($117,420)
Net loss attributable to non-controlling interest158($4,387)($189)($6,930)
Net Income (Loss) Attributable to the Company($4,116)($73,287)($10,156)($110,490)
Weighted-Average Shares of Class A Common Stock Outstanding - Basic88,392,57191,206,87089,915,13790,048,638
Weighted-Average Shares of Class A Common Stock Outstanding - Diluted88,392,57191,206,87089,915,13790,048,638
Income (Loss) per Class A Share - Basic($0.05)($0.80)($0.11)($1.23)
Income (Loss) per Class A Share - Diluted($0.05)($0.80)($0.11)($1.23)
Consolidated Balance Sheets
December 31, 2024December 31, 2023
($ in thousands)
Assets
Cash and cash equivalents$189,530$118,096
Current restricted cash$35,654$11,324
Accounts receivable, net$32,950$36,017
Prepaid expenses and other$17,114$15,209
Total current assets$275,248$180,646
 
Property and equipment, net$2,383$3,133
Noncurrent restricted cash$11,525$14,725
Intangible assets, net$389,034$447,141
Goodwill$716,793$716,793
Operating lease right-of-use assets, net$11,142$8,023
Deferred tax assets163,283146,872
Other assets2,5002,500
Total noncurrent assets$1,296,660$1,339,187
Total assets$1,571,908$1,519,833
 
Liabilities
Accounts payable$28,912$22,030
Accrued expenses$55,501$32,906
Current operating lease liabilities1,2301,629
Current tax receivable agreement ($2,413 and $68 held for related parties as of December 31, 2024 and December 31, 2023, respectively)16,337580
Other current liabilities267318
Total current liabilities$102,247$57,463
 
Long-term debt$496,778$434,166
Noncurrent operating lease liabilities10,5077,247
Tax receivable agreement, net of current portion ($25,134 and $25,348 held for related parties as of December 31, 2024 and December 31, 2023, respectively)187,308188,331
Other liabilities1,8991,838
Total noncurrent liabilities$696,492$631,582
Total liabilities$798,739$689,045
 
Commitments and contingencies
 
Stockholders' Equity
Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized, 93,732,227 issued and 88,239,494 outstanding as of December 31, 2024; 92,220,494 issued and 90,803,984 outstanding as of December 31, 202399
Class V common stock, $0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of December 31, 2024 and 2023--
Treasury stock, 1,416,510 and 1,416,510 shares as of December 31, 2024 and December 31, 2023, respectively (53,782)(12,528)
Additional paid-in capital$1,148,871$1,151,324
Accumulated deficit($333,826)($323,670)
Total REPAY stockholders’ equity$761,272$815,135
Non-controlling interests11,89715,653
Total equity$773,169$830,788
Total liabilities and equity$1,571,908$1,519,833
Consolidated Statements of Cash Flows
Year Ended December 31,
($ in thousands)20242023
Cash flows from operating activities
Net income (loss)($10,345)($117,420)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization103,710103,857
Stock-based compensation24,38822,156
Amortization of debt issuance costs3,0302,847
Loss on business disposition10,027
Gain on extinguishment of debt($13,136)
Other loss238
Fair value change in tax receivable agreement liability14,5436,619
Impairment loss78,800
Deferred tax expense (benefit)(2,490)(3,594)
Change in accounts receivable, net3,067(3,986)
Change in prepaid expenses and other(1,905)2,936
Change in operating lease ROU assets(3,119)1,328
Change in accounts payable6,882(189)
Change in accrued expenses and other22,5943,890
Change in operating lease liabilities2,861(1,388)
Change in other liabilities10493
Net cash provided by operating activities150,090103,614
 
Cash flows from investing activities
Purchases of property and equipment($989)($733)
Purchases of intangible assets(13,545)
Capitalized software development costs($43,864)($50,083)
Proceeds from sale of business, net of cash retained40,273
Net cash used in investing activities($44,853)($24,088)
 
Cash flows from financing activities
Issuance of long-term debt287,500
Payments on long-term debt($205,150)($20,000)
Payments of debt issuance costs(9,631)
Payments for tax withholding related to shares vesting under Incentive Plan and ESPP(2,131)(1,891)
Treasury shares repurchased(41,541)(2,528)
Stock options exercised395
Distributions to Members(2,349)(3,525)
Purchase of capped calls related to issuance of the 2029 Notes(39,186)
Payment of Tax Receivable Agreement (“TRA”)(580)
Payments of contingent consideration up to acquisition date fair value(1,000)
Net cash used in financing activities(12,673)(28,944)
 
Increase in cash, cash equivalents and restricted cash92,56450,582
Cash, cash equivalents, and restricted cash at beginning of period$144,145$93,563
Cash, cash equivalents, and restricted cash at end of period$236,709$144,145
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest$4,843$1,024
Income taxes$2,811$1,330
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA
For the Three Months Ended December 31, 2024 and 2023
(Unaudited)
Three Months Ended December 31,
($ in thousands)20242023
Revenue$78,271$75,987
Operating Expenses
Costs of services (exclusive of depreciation and amortization)$18,556$17,261
Selling, general and administrative$36,503$36,679
Depreciation and amortization$24,382$24,711
Impairment loss$75,750
Total Operating Expenses$79,441$154,401
Loss from Operations($1,170)($78,414)
Other income (expense)
Interest income$1,629$1,260
Interest expense($3,134)($895)
Change in fair value of tax receivable liability($1,785)($2,903)
Other Income (Loss)76(145)
Total Other Income (Expense)($3,214)($2,683)
Income (Loss) Before Income Tax Benefit (Expense)($4,384)($81,097)
Income tax benefit (expense)$426$3,423
Net Income (Loss)($3,958)($77,674)
Add:
Interest income($1,629)($1,260)
Interest expense$3,134$895
Depreciation and amortization(a)$24,382$24,711
Income tax benefit (expense)($426)($3,423)
EBITDA$21,503($56,751)
Non-cash impairment loss(b)$75,750
Non-cash change in fair value of assets and liabilities(c)$1,785$3,778
Share-based compensation expense(d)$5,921$5,899
Transaction expenses(e)$297$921
Restructuring and other strategic initiative costs(f)$5,524$3,372
Other non-recurring charges(g)$1,440$520
Adjusted EBITDA$36,470$33,489
Quarterly Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA
(Unaudited)
Three Months Ended
($ in thousands)March 31, 2024June 30, 2024September 30, 2024
Net income (loss)($5,365)($4,237)$3,215
Add:
Interest expense (income), net($380)($554)$1,310
Depreciation and amortization(a)$27,028$26,771$25,529
Income tax (benefit) expense$302($1,975)$1,524
EBITDA$21,585$20,005$31,578
Gain on extinguishment of debt(i)($13,136)
Non-cash change in fair value of assets and liabilities(c)$2,913$3,366$6,479
Share-based compensation expense(d)$6,923$5,874$6,477
Transaction expenses(e)$677$414$937
Restructuring and other strategic initiative costs(f)$2,184$2,584$2,202
Other non-recurring charges(g)$1,231$1,485$562
Adjusted EBITDA$35,513$33,728$35,099
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA
For the Years Ended December 31, 2024 and 2023
(Unaudited)
Year Ended December 31,
($ in thousands)20242023
Revenue$313,042$296,627
Operating expenses
Costs of services (exclusive of depreciation and amortization)$71,636$69,703
Selling, general, and administrative$145,466$148,653
Depreciation and amortization$103,710$103,857
Loss on business disposition$10,027
Impairment loss$75,800
Total operating expenses$320,812$408,040
Loss from operations($7,770)($111,413)
Interest income$5,992$2,822
Interest expense($7,873)($3,870)
Gain on extinguishment of debt$13,136
Change in fair value of tax receivable liability($14,543)($6,619)
Other income (loss)$138($455)
Total other income (expense)($3,150)($8,122)
Income (Loss) Before Income Tax Benefit (Expense)($10,920)($119,535)
Income tax benefit (expense)$575$2,115
Net income (loss)($10,345)($117,420)
Add
Interest income($5,992)($2,822)
Interest expense$7,873$3,870
Depreciation and amortization(a)$103,710$103,857
Income tax (benefit) expense($575)($2,115)
EBITDA$94,671($14,630)
Loss on business disposition(h)$10,027
Gain on extinguishment of debt(i)($13,136)
Non-cash change in fair value of contingent consideration(j)
Non-cash impairment loss(b)$75,800
Non-cash change in fair value of assets and liabilities(c)$14,543$7,494
Share-based compensation expense(d)$25,195$22,156
Transaction expenses(e)$2,325$8,523
Restructuring and other strategic initiative costs(f)$12,494$11,908
Other non-recurring charges(g)$4,718$5,528
Adjusted EBITDA$140,810$126,806
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income
For the Three Months Ended December 31, 2024 and 2023
(Unaudited)
Three Months Ended December 31,
($ in thousands)20242023
Revenue$78,271$75,987
Operating Expenses
Costs of services (exclusive of depreciation and amortization)$18,556$17,261
Selling, general, and administrative$36,503$36,679
Depreciation and amortization$24,382$24,711
Change in fair value of contingent consideration
Impairment loss$75,750
Total operating expenses$79,441$154,401
Loss from operations($1,170)($78,414)
Other Income (Expense)
Interest income$1,629$1,260
Interest expense($3,134)($895)
Change in fair value of tax receivable liability($1,785)($2,903)
Other income (loss)$76($145)
Total other income (expense)($3,214)($2,683)
Income (Loss) Before Income Tax Benefit (Expense)($4,384)($81,097)
Income tax benefit (expense)$426$3,423
Net income (loss)($3,958)($77,674)
Add
Amortization of acquisition-related intangibles(k)$18,595$20,969
Non-cash impairment loss(b)$75,750
Non-cash change in fair value of assets and liabilities(c)$1,785$3,778
Share-based compensation expense(d)$5,921$5,899
Transaction expenses(e)$297$921
Restructuring and other strategic initiative costs(f)$5,524$3,372
Other non-recurring charges(g)$1,440$520
Non-cash interest expense(l)$845$712
Pro forma taxes at effective rate(m)($8,016)($7,906)
Adjusted Net Income$22,433$26,341
Shares of Class A common stock outstanding (on an as-converted basis)(n)93,946,58397,063,687
Adjusted Net Income per share$0.24$0.27
Reconciliation of Operating Cash Flow to Free Cash Flow
For the Three Months and Years Ended December 31, 2024 and 2023
(Unaudited)
Three Months Ended December 31,Year Ended December 31,
2024202320242023
Net cash provided by operating activities$34,252$34,863$150,090$103,614
Capital expenditures
Cash paid for property and equipment($207)($183)($989)($733)
Capitalized software development costs($10,586)($12,893)($43,864)($50,083)
Total capital expenditures($10,793)($13,076)($44,853)($50,816)
Free cash flow$23,459$21,787$105,237$52,798
Free cash flow conversion64%65%75%42%
Quarterly Reconciliation of Operating Cash Flow to Free Cash Flow
(Unaudited)
Three Months ended
March 31, 2024June 30, 2024September 30, 2024
(in $ thousands)
Net cash provided by operating activities$24,801$30,979$60,058
Capital expenditures
Cash paid for property and equipment($87)($484)($211)
Capitalized software development costs($11,042)($11,207)($11,029)
Total capital expenditures($11,129)($11,691)($11,240)
Free cash flow$13,672$19,288$48,818
Free cash flow conversion38%57%139%
(a)See footnote (k) for details on amortization and depreciation expenses.
(b)For the three months and year ended December 31, 2023, reflects non-cash goodwill impairment loss related to the Business Payments segment. In addition, for the year ended December 31, 2023, reflects non-cash impairment loss related to a trade name write-off of Media Payments.
(c)For the three months and year ended December 31, 2024, reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. For the three months and year ended December 31, 2023, reflects the changes in management’s estimates of (i) the fair value of the liability relating to the Tax Receivable Agreement, and (ii) non-cash insurance reserve.
(d)Represents compensation expense associated with equity compensation plans.
(e)Primarily consists of (i) during the three months and year 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, professional service fees incurred in connection with prior transactions, and (ii) during the three months and year ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of Blue Cow Software.
(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, 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. For 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. For the three months and year ended December 31, 2023, reflects payments made to third-parties in connection with an expansion of our personnel, franchise taxes and other non-income based taxes and one-time payments to certain partners.
(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 the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date.
(k)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)2024202320242023
Acquisition-related intangibles$18,595$20,969$77,144$81,642
Software$5,249$3,150$24,826$19,789
Amortization$23,844$24,119$101,970$101,431
Depreciation$538$592$1,740$2,426
Total Depreciation and Amortization (1)$24,382$24,711$103,710$103,857
Three Months Ended
(in $ thousands)March 31, 2024June 30, 2024September 30, 2024
Acquisition-related intangibles$19,736$19,702$19,111
Software$6,713$6,856$6,008
Amortization$26,449$26,558$25,119
Depreciation$579$213$410
Total Depreciation and Amortization (1)$27,028$26,771$25,529
(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.
(l)Represents amortization of non-cash deferred debt issuance costs.
(m)Represents pro forma income tax adjustment effect associated with items adjusted above.
(n)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, 2024 and 2023. 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,
2024202320242023
Weighted average shares of Class A common stock outstanding - basic88,392,57191,206,87089,915,13790,048,638
Add: Non-controlling interests
Weighted average Post-Merger REPAY Units exchangeable for Class A common stock5,554,0125,856,8175,762,9916,801,921
Shares of Class A common stock outstanding (on an as-converted basis)93,946,58397,063,68795,678,12896,850,559

PDF Version

Investor Relations Contact for REPAY:
ir@repay.com

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

Source: Repay Holdings Corporation

ATLANTA--(BUSINESS WIRE)--Feb. 18, 2025-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced that the Company will host a conference call to discuss fourth quarter and full year 2024 financial results on Monday, March 3, 2025 at 5:00pm ET. A press release with fourth quarter and full year 2024 financial results will be issued after the market closes that same day.

The conference call will be webcast live from the Company's investor relations website at https://investors.repay.com/ under the “Events” section. 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 two hours after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13750988. The replay will be available until Monday, March 17, 2025. An archive of the webcast will be available at the same location on the website shortly after the call has concluded.

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.

Investor Relations for REPAY:
ir@repay.com

Media Relations for REPAY:
Kristen Hoyman
khoyman@repay.com

Source: Repay Holdings Corporation

New Partnership Facilitates Dealership Finance Optimization, Going Beyond Traditional Automotive to Offer Advanced Payment Automation to Powersports, RV, Marine and Other Retailers

ATLANTA--(BUSINESS WIRE)--Feb. 5, 2025-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY”), a leading provider of vertically-integrated payment solutions, today announced a new integration with Lightspeed DMS, the leading recreational dealer management software (DMS) provider. This collaboration marks REPAY’s first major expansion beyond the traditional automotive industry, offering revenue- and productivity-driving payment automation to a wider range of retailers and dealerships.

This new integration with Lightspeed DMS extends REPAY’s vendor payment automation functionality and brings a range of benefits to businesses leveraging the Lightspeed DMS platform. Through REPAY’s advanced automation capabilities, dealerships can ensure on-time payments while maintaining strong positive relationships with their vendors. In addition, by replacing traditional paper checks with digital payments such as virtual cards and ACH, this solution modernizes accounts payable (AP) processes and significantly increases payment security over traditional check printing practices.

"Our partnership with REPAY brings a new level of efficiency to our dealer management system,” said Troy Thibodeau, Chief Marketing and Products Officer at Lightspeed. “By integrating REPAY’s advanced AP technology, we can offer streamlined vendor payments and financial benefits to the businesses that depend on Lightspeed. This collaboration allows us to provide a more seamless and modern payment experience, which is crucial to our customers’ ability to maintain strong relationships with the vehicle manufacturers and partners they depend on.”

For dealership AP professionals, REPAY’s automation technology is a means of driving productivity and ensuring timely execution of vendor payments, eliminating many of the manual processes involved in handling payments that create errors or delays. This automation saves valuable time and resources, allowing teams to focus on more strategic tasks and improving overall efficiency within the organization. By streamlining these processes, dealerships of any size can achieve greater operational efficiency and enhance their financial management goals.

"This integration simplifies payment processes by consolidating all dealership vendor payments into a single platform and workflow, enhancing accuracy and delivering a level of payment security dealerships expect,” said Darin Horrocks, Executive Vice President, Business Payments at REPAY. “We are committed to helping businesses transform their payment processes, and this collaboration sets a new standard for efficiency and payment security in dealership management and payment operations."

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.

About Lightspeed DMS LLC

Lightspeed is an all-in-one solution designed to revolutionize dealership management. With Lightspeed, dealerships in the Powersport, Marine, RV, Trailer, Outdoor Power Equipment, and Golf Car industries seamlessly integrate their operations through our comprehensive Dealer Management Solution (DMS). Lightspeed has been empowering over 4,000+ dealers across North America with cutting-edge technology and unparalleled support. From sales to parts, service to rental, and accounting to CRM, Lightspeed offers a unified platform that streamlines every aspect of their client’s business. Lightspeed provides a cohesive ecosystem where every tool and feature originate from the same source, ensuring compatibility and efficiency.

Investor Relations Contact for REPAY:
IR@repay.com

Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com

Source: Repay Holdings Corporation

ATLANTA--(BUSINESS WIRE)- January 29, 2025 -REPAY (NASDAQ: RPAY), a leading provider of vertically-integrated payment solutions, today announced a strategic integration with Worth, the all-in-one fintech platform for underwriting and onboarding workflow automation.

REPAY’s integration with the Worth platform will enable faster merchant onboarding and high-volume AP vendor enrollments, leveraging Worth’s 1,100-plus data points for precise, transparent and timely decisioning of underwriting and onboarding activities. The tool will be deployed across the Consumer and Business Payments verticals in support of merchant and vendor onboarding activities respectively.

“Partnering with REPAY allows us to deliver industry-leading data and tools in support of their merchant and vendor onboarding processes,” said Sal Rehmetullah,

Worth co-founder and CEO. “Worth’s mission to democratize data and provide decision transparency for enterprises is well-aligned with REPAY’s use case. Through our enhanced, data-driven approach, we can accelerate REPAY’s time to revenue for new implementations.”

“Our integration with Worth should reduce time spent on merchant onboarding while helping to mitigate KYB risk with the intelligent data provided through the platform,” said David Guthrie, CTO of REPAY. “By embedding the Worth advanced financial tools into our merchant underwriting and vendor onboarding processes, we can quickly and safely add businesses to the REPAY ecosystem.”

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. For more information, please visit repay.com.

About Worth

Worth is a leading fintech platform that automates onboarding and underwriting for financial institutions. Powered by a large database with millions of small businesses, the all-in-one solution integrates workflow automation, Know Your Business (KYB), Know Your Customer (KYC), bank verification, fraud detection, and credit underwriting. This enables enterprises to onboard customers quickly and confidently. With deep insights into small business data, Worth accelerates time-to-revenue while fostering a more equitable financial ecosystem where both enterprises and small businesses can thrive. For more information, please visit https://worthai.com/.

Contacts

Investor Relations Contact for REPAY:
IR@repay.com

Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com

Payment Awards - January 28, 2025 - Recognized companies include Worldpay, CSG Forte, REPAY, JPMorgan Chase, and Elavon.

TSG (The Strawhecker Group), a globally recognized analytics, intelligence, and solutions-focused firm in the payments industry, is pleased to recognize a selection of payments companies for their exceptional performance across areas critical to a successful platform. 

Leveraging its Global Experience Monitoring (GEM) platform, GEM benchmarks payment gateway performance by monitoring real credit card transactions and pings (not synthetic) from over 35 global locations across North America, South America, Europe, and Asia Pacific. GEM complements internal tools by offering a merchant-focused perspective, helping gateways assess market position, identify improvement areas, and address issues in real-time. 

“We’re thrilled to recognize the payment gateways that demonstrated exceptional performance in 2024,” said Mike Strawhecker, President of TSG. “In a highly competitive industry, these gateways lead the way in prioritizing reliability, scalability, and performance, which is reflected in the results.” 

GEM supports gateways in safeguarding their brand, improving end-user experiences, swiftly addressing issues, and preventing revenue losses. The platform delivers a comprehensive touchpoint monitoring solution designed specifically for payments. 

Data was assessed across more than 20 industry-leading global payments providers in 2024 to determine the awards. TSG will announce the year’s leading payment gateway APIs in June. 

Best Performing Gateway

Tsg Realtransactionsmetricsawards 2025 Bestperforminggateway

The Best Performing Gateway award is based on the GEM Index, an overall scorecard for gateway metrics based on six key areas (gateway minute outage, gateway access, gateway availability, transaction speed, transaction success rate, and authorization rate).

Winner: Worldpay (Express)

Runners-Up: JPMorgan Chase (United Payment Gateway) / Elavon (Fusebox)

Best Gateway Uptime

Tsg Realtransactionsmetricsawards 2025 Bestgatewayuptimena&eu

GEM measures performance checks from over 35 global locations to determine uptime, focusing on the gateway’s availability.

Winner: CSG Forte

Runner-Up: REPAY

Fastest Transactions

Tsg Realtransactionsmetricsawards 2025 Fastesttransactions

GEM measures the time it takes for a transaction authorization to complete using a signature debit and a credit card, just as a consumer would experience at the merchant.

Winner: Worldpay (Express)

Runners-Up: JPMorgan Chase (United Payment Gateway) / Elavon (Fusebox) 

Highest Authorization Rate

Tsg Realtransactionsmetricsawards 2025 Highestauthorizationrate

GEM tracks the percentage of authorization failures a gateway experiences daily unrelated to the issuer, network, or cardholder.

Winner: REPAY

Runners-Up: Elavon (Converge) / Worldpay (Express)  

Lowest Gateway Minute Outage 

(North America)

Tsg Realtransactionsmetricsawards 2025 Lowestgatewayminuteoutagenorthamerica

GEM pings locations in the United States and Canada to determine minute outages. An outage is recorded if at least 25% of location checks fail simultaneously.

Winner: CSG Forte

Runner-Up: Worldpay (Express)

Lowest Gateway Minute Outage 

(Global)

Tsg Realtransactionsmetricsawards 2025 Lowestgatewayminuteoutageglobal

GEM pings locations in North America, South America, Europe, and the Asia Pacific to determine minute outages. An outage is recorded if at least 50% of location checks fail simultaneously.

Winner: Worldpay (Access)

Runner-Up: Worldpay (Worldwide Payment Gateway)


TSG can evaluate, benchmark, and help improve your gateway’s performance. Payments companies that use GEM to monitor and improve this process can increase customer retention by 5% or more. For more information about TSG and the GEM platform, please contact us online or call 1-833-690-1301. For media inquiries, please email mediarelations@tsgpayments.com.  


Companies and/or products considered for any TSG awards may or may not include clients of TSG and does not necessarily represent all companies or products in the market. This analysis is based upon information we consider reliable, but its accuracy and completeness cannot be guaranteed. Information provided is not all inclusive. All information listed is as available based on 2024 reporting. TSG is not and/or may not be endorsed, sponsored by, or in any other way affiliated with the companies or their logos illustrated. The trademarks shown are registered and their own. This document has not been prepared by any entity displayed. 

Source

Gross Profit Growth of 9% in Q3 and 8% YTD (9% YTD on an organic basis1)

Strong Adjusted EBITDA Growth and Accelerating Free Cash Flow Conversion

Updated 2024 Outlook, Increasing Free Cash Flow Conversion for 2024

ATLANTA--(BUSINESS WIRE)--Nov. 12, 2024-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today reported financial results for its third quarter ended September 30, 2024.

Third Quarter 2024 Financial Highlights

($ in millions) Q3 2023 Q4 2023Q1 2024 Q2
2024
 Q3 2024 YoY
Change
Revenue 74.3 76.080.7 74.9 79.1  6%
Gross profit (1) 56.7 58.761.5 58.6 61.6  9%
Net (loss) income (6.5) (77.7)(5.4) (4.2) 3.2  -
Adjusted EBITDA (2) 31.9 33.535.5 33.7 35.1  10%
Net cash provided by operating activities 28.0 34.924.8 31.0 60.1  115%
Free Cash Flow (2) 13.9 21.813.7 19.3 48.8  250%
(1)Gross profit represents revenue less costs of services (exclusive of depreciation and amortization).
(2)Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. See “Non-GAAP Financial Measures” and the reconciliation of Adjusted EBITDA and Free Cash Flow to their most comparable GAAP measure provided below for additional information.

“Q3 represented another quarter of profitable growth and accelerating Free Cash Flow conversion at REPAY,” said John Morris, CEO of REPAY. “We continue to see growth across many areas of our business and remain focused on executing our strategy to capture embedded payment flows from clients within our verticals. We believe this approach, along with new software partnerships and further enhancing our payment technology platform, will continue to help us drive sustainable growth, strong cash generation, and value for our shareholders. REPAY remains committed to efficiently allocating capital, which may include organic investments, strategic M&A, and opportunistically repurchasing shares.”

Third Quarter 2024 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 sustained growth across REPAY's diversified business model.

  • 9% year-over-year gross profit growth in Q3
  • Consumer Payments gross profit growth of approximately 2% year-over-year and 6% year-to-date
  • Business Payments gross profit growth of approximately 67% year-over-year and 33% year-to-date
  • Accelerated AP supplier network to over 330,000, an increase of approximately 42% year-over-year
  • Added three new integrated software partners to bring the total to 276 software relationships as of the end of the third quarter
  • Instant funding volumes increased by approximately 24% year-over-year
  • Added 13 new credit unions bringing total credit union clients to 313
1 Organic gross profit growth is a non-GAAP financial measure. See “Non-GAAP Financial Measures” and the reconciliation to its 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 

Three Months ended
September 30,
Nine Months ended September 30,
($ in thousand) 20242023 % Change20242023% Change
Revenue    
Consumer Payments$69,189$68,7201%$214,617$204,6225%
Business Payments15,2979,704 58%35,56628,17026%
Elimination of intersegment revenues(5,341)(4,104) (15,412)(12,152)
Total revenue$79,145 $74,3206%$234,771$220,6406%
Gross profit (1)    
Consumer Payments$54,889$53,5992%$170,026$159,9296%
Business Payments12,0137,188 67%27,07720,42133%
Elimination of intersegment revenues(5,341)(4,104) (15,412)(12,152)
Total gross profit$61,561 $56,6839%$181,691$168,1988%
     
Total gross profit margin (2)78% 76%77%76% 
(1)  Gross profit represents revenue less costs of services (exclusive of depreciation and amortization).
(2)  Gross profit margin represents total gross profit / total revenue.

2024 Outlook Update

“REPAY’s solid year-to-date results gives us the confidence in double-digit Adjusted EBITDA growth and accelerating Free Cash Flow Conversion,” said Tim Murphy, CFO of REPAY. “We are updating our reported Free Cash Flow Conversion target from approximately 60% to approximately 65% as we benefited from a one-time net working capital impact during the year. Our focus in 2024 remains on profitable growth and reducing overall capex spending to achieve our targeted Free Cash Flow Conversion.”

REPAY updated its outlook for full year 2024, as shown below.

 Full Year 2024 Outlook
Revenue$314 - 320 billion
Gross Profit$245 - 250 million
Adjusted EBITDA$139 - 142 million
Free Cash Flow Conversion(1)~ 65%
(1)Free Cash Flow Conversion represents Free Cash Flow / Adjusted EBITDA. Free Cash Flow and Adjusted EBITDA are non-GAAP financial measures. See “Non-GAAP Financial Measures” and the reconciliation of Free Cash Flow and Adjusted EBITDA to their most comparable GAAP measure provided below for additional information.

REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as forecasted 2024 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.

Conference Call

REPAY will host a conference call to discuss third quarter 2024 financial results today, November 12, 2024 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 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 13748834. 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 debt extinguishment, loss on business disposition, 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 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, gain on debt extinguishment, loss on business disposition, non-cash impairment loss, non-cash charges and/or non-recurring charges, such as loss on business disposition, 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, 2024 and 2023 (excluding shares subject to forfeiture). Organic gross profit growth is a non-GAAP financial measure that represents year-on-year gross profit growth that excludes incremental gross profit attributable to acquisitions and divestitures made in the applicable prior period or any subsequent 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. REPAY believes that Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per share, organic gross profit growth, Free Cash Flow and Free Cash Flow Conversion 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, 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 2024 outlook update and other financial guidance, statements regarding 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, 2023 and subsequent Form 10-Qs, 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, 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.

Condensed Consolidated Statement of Operations (Unaudited) 

  Three Months ended September 30,  Nine Months ended September 30
($ in thousands, except per share data) 2024 2023 20242023
Revenue $79,145$74,320 $234,771$220,640
Operating expenses    
Costs of services (exclusive of depreciation and amortization shown separately below) 17,58417,63753,08052,442
Selling, general and administrative 36,70735,279108,963111,974
Depreciation and amortization 25,52926,52379,32879,146
Loss on business disposition  ---10,027
Total operating expenses 79,82079,439241,371253,589
Loss from operations (675)(5,119)(6,600)(32,949)
Other income (expense)
Interest (expense) income, net (1,310)(103)(376)(1,413)
Gain on extinguishment of debt 13,136-13,136-
Change in fair value of tax receivable liability  (6,479)(3,234) (12,758)(3,716)
Other income (loss), net 67(26)62(360)
Total other income (expense) 5,414(3,363)64(5,489)
Income (loss) before income tax expense 4,739(8,482)(6,536)(38,438)
Income tax benefit (expense)  (1,524)1,998 149(1,308)
Net income (loss) $3,215(6,484)($6,387)(39,746)
Net loss attributable to non-controlling interest (28)(316)(347)(2,543)
Net income (loss) attributable to the Company $3,243(6,168)($6,040)(37,203)
     
Weighted-average shares of Class A common stock outstanding - basic 88,263,28591,160,41590,426,364 89,658,318
Weighted-average shares of Class A common stock outstanding - diluted 103,129,90791,160,41590,426,364 89,658,318
     
Income (loss) per Class A share - basic $0.04($0.07)($0.07)($0.41)
Income (loss) per Class A share - diluted $0.03($0.07)($0.07)($0.41)

Condensed Consolidated Balance Sheets

($ in thousands)  September 30, 2024 (Unaudited) December 31,
2023
Assets    
Cash and cash equivalents $168,715  $118,096
Accounts receivable 41,124  36,017
Prepaid expenses and other 14,930 15,209
Total current assets 224,769 169,322
     
Property, plant and equipment, net 2,713 3,133
Restricted cash 46,540 26,049
Intangible assets, net 402,292 447,141
Goodwill 716,793 716,793
Operating lease right-of-use assets, net 11,564 8,023
Deferred tax assets 157,097 146,872
Other assets 2,500  2,500
Total noncurrent assets 1,339,499 1,350,511
Total assets $1,564,268  $1,519,833
     
Liabilities    
Accounts payable $28,792 $22,030
Accrued expenses 52,246  32,906
Current operating lease liabilities 1,199 1,629
Current tax receivable agreement - 580
Other current liabilities 1,026 318
Total current liabilities 83,263 57,463
     
Long-term debt 496,214 434,166
Noncurrent operating lease liabilities 10,958 7,247
Tax receivable agreement, net of current portion 201,273 188,331
Other liabilities 2,861 1,838
Total noncurrent liabilities 711,306 631,582
Total liabilities $794,569 $689,045
     
Commitments and contingencies    
     
Stockholders' equity    
Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized; 93,213,403 issued and 87,720,670 outstanding as of September 30, 2024 ; 92,220,494 issued and 90,803,984 outstanding as of December 31, 2023  9  9
Class V common stock, $0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of September 30, 2024 and December 31, 2023   —
Treasury stock, 5,492,733 and 1,416,510 shares as of September 30, 2024 and December 31, 2023, respectively (53,782)(12,528)
Additional paid-in capital 1,138,1601,151,324
Accumulated deficit (329,710)(323,670)
Total REPAY stockholders' equity $754,677  $815,135
Non-controlling interests 15,022 15,653
Total equity 769,699 830,788
Total liabilities and equity $1,564,268  $1,519,833

Condensed Consolidated Statements of Cash Flows
(Unaudited)

  Nine Months ended September 30, 
($ in thousands) 2024 2023
Cash flows from operating activities   
Net loss ($6,387)($39,746)
Adjustments to reconcile net loss to net cash provided by operating activities:   
Depreciation and amortization  79,32879,146
Stock based compensation  18,49516,256
Amortization of debt issuance costs  2,1852,136
Loss on business disposition  -10,027
Gain on extinguishment of debt (13,136)-
Other loss-273
Fair value change in tax receivable agreement liability 12,7583,716
Deferred tax expense  (149)1,308
Change in accounts receivable  (5,107)(4,857)
Change in prepaid expenses and other 2794,161
Change in operating lease ROU assets  (3,541)389
Change in accounts payable 6,762(1,948)
Change in accrued expenses and other 19,339(1,544)
Change in operating lease liabilities 3,281(424)
Change in other liabilities 1,731(142)
Net cash provided by operating activities  115,83868,751
    
Cash flows from investing activities   
Purchases of property and equipment (782)(1,062)
Capitalized software development costs (33,278)(36,678)
Proceeds from sale of business, net of cash retained -40,273
Net cash provided by (used in) investing activities (34,060)2,533
    
Cash flows from financing activities   
Issuance of long-term debt  287,500-
Payments on long-term debt (205,150)(20,000)
Payments of debt issuance costs  (9,350)-
Payments for tax withholding related to shares vesting under Incentive Plan (2,720)(1,510)
Treasury shares repurchased  (41,577)-
Stock options exercised395-
Distributions to Members-(947)
Purchase of capped calls related to issuance of convertible notes(39,186)-
Payment of Tax Receivable Agreement(580)-
Payment of contingent consideration liability up to acquisition-date fair value   -(1,000)
Net cash used in financing activities  (10,668)(23,457)
    
Increase in cash, cash equivalents and restricted cash  71,11047,827
Cash, cash equivalents and restricted cash at beginning of period $144,145$93,563
Cash, cash equivalents and restricted cash at end of period $215,255$141,390
    
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION   
Cash paid during the year for:   
Interest $643$840
Income taxes $2,045$1,201

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA
For the Three Months Ended September 30, 2024 and 2023
(Unaudited)

Three Months ended September 30,
($ in thousands)20242023
Revenue$79,145$74,320
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)$17,584$17,637
Selling, general and administrative36,70735,279
Depreciation and amortization25,52926,523
Total operating expenses$79,820$79,439
Loss from operations($675)($5,119)
Other income (expense)
Interest (expense) income, net(1,310)(103)
Gain on extinguishment of debt13,136-
Change in fair value of tax receivable liability(6,479)(3,234)
Other income (loss), net 67(26)
Total other income (expense)5,414(3,363)
Income (loss) before income tax benefit (expense)4,739(8,482)
Income tax benefit (expense)(1,524)1,998
Net income (loss)3,215($6,484)
Add:
Interest expense (income), net1,310103
Depreciation and amortization (a)25,52926,523
Income tax expense1,524(1,998)
EBITDA$31,578$18,144
Gain on extinguishment of debt (b)(13,136)-
Non-cash change in fair value of assets and liabilities (c)6,4793,234
Share-based compensation expense (d)6,4775,686
Transaction expenses (e)937812
Restructuring and other strategic initiative costs (f)2,2023,084
Other non-recurring charges (g)562894
Adjusted EBITDA$35,099$31,854

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

Three Months ended
($ in thousands) December 31, 2023 March 31, 2024 June 30, 2024
Net income (loss)($77,674)($5,365)($4,237)
Add:
Interest expense (income), net(365)(380)(554)
Depreciation and amortization (a)24,71127,02826,771
Income tax (benefit) expense(3,423)302(1,975)
EBITDA($56,751)$21,585$20,005
Non-cash impairment loss (i)75,750--
Non-cash change in fair value of assets and liabilities (c)3,7782,9133,366
Share-based compensation expense (d)5,8996,9235,874
Transaction expenses (e)921677414
Restructuring and other strategic initiative costs (f)3,3722,1842,584
Other non-recurring charges (g)5201,2311,485
Adjusted EBITDA$33,489$35,513$33,728

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA
For the Nine Months Ended September 30, 2024 and 2023
(Unaudited)

Nine Months ended September 30,
($ in thousands)20242023
Revenue$234,771$220,640
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)$53,080$52,442
Selling, general and administrative108,963111,974
Depreciation and amortization79,32879,146
Loss on business disposition -10,027
Total operating expenses$241,371$253,589
Loss from operations($6,600)($32,949)
Other income (expense)
Interest (expense) income, net(376)(1,413)
Gain on extinguishment of debt 13,136-
Change in fair value of tax receivable liability(12,758)(3,716)
Other income (loss), net62(360)
Total other income (expense)64(5,489)
Income (loss) before income tax expense(6,536)(38,438)
Income tax benefit (expense)149(1,308)
Net income (loss)($6,387)($39,746)
Add:
Interest expense (income), net  3761,413
Depreciation and amortization (a)79,32879,146
Income tax (benefit) expense (149)1,308
EBITDA$73,168$42,121
Loss on business disposition (h)-10,027
Non-cash impairment loss (i)-50
Gain on extinguishment of debt (b)(13,136)-
Non-cash change in fair value of assets and liabilities (c)12,7583,716
Share-based compensation expense  (d)19,27416,257
Transaction expenses (e)2,0287,602
Restructuring and other strategic initiative costs (f)6,9708,536
Other non-recurring charges (g)3,2785,008
Adjusted EBITDA$104,340$93,317

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income
For the Three Months Ended September 30, 2024 and 2023
(Unaudited)

Three Months ended September 30,
($ in thousands)20242023
Revenue$79,145$74,320
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)$17,584$17,637
Selling, general and administrative36,70735,279
Depreciation and amortization25,52926,523
Total operating expenses$79,820$79,439
Loss from operations($675)($5,119)
Interest (expense) income, net(1,310)(103)
Gain on extinguishment of debt13,136-
Change in fair value of tax receivable liability(6,479)(3,234)
Other income (loss), net 67(26)
Total other income (expense)5,414(3,363)
Income (loss) before income tax benefit (expense)4,739(8,482)
Income tax benefit (expense)(1,524)1,998
Net income (loss)$3,215($6,484)
Add:
Amortization of acquisition-related intangibles (j)19,11119,786
Gain on extinguishment of debt (b)(13,136)-
Non-cash change in fair value of assets and liabilities (c)6,4793,234
Share-based compensation expense (d)6,4775,686
Transaction expenses (e)937812
Restructuring and other strategic initiative costs (f)2,2023,084
Other non-recurring charges (g)562894
Non-cash interest expense (k)762712
Pro forma taxes at effective rate (l)(5,364)(7,828)
Adjusted Net Income$21,245$19,896
Shares of Class A common stock outstanding (on an as-converted basis) (m)94,074,81197,052,574
Adjusted Net Income per share$0.23$0.21

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income
For the Nine Months Ended September 30, 2024 and 2023
(Unaudited)

Nine Months ended September 30,
($ in thousands)20242023
Revenue$234,771$220,640
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)$53,080$52,442
Selling, general and administrative108,963111,974
Depreciation and amortization79,32879,146
Loss on business disposition-10,027
Total operating expenses$241,371$253,589
Loss from operations($6,600)($32,949)
Other expenses
Interest (expense) income, net(376)(1,413)
Gain on extinguishment of debt13,136-
Change in fair value of tax receivable liability(12,758)(3,716)
Other income (loss), net 62(360)
Total other income (expense)64(5,489)
Income (loss) before income tax expense(6,536)(38,438)
Income tax benefit (expense)149(1,308)
Net income (loss)($6,387)($39,746)
Add:
Amortization of acquisition-related intangibles (j)58,54960,673
Loss on business disposition (h)-10,027
Non-cash impairment loss (i)-50
Gain on extinguishment of debt (b)(13,136)-
Non-cash change in fair value of assets and liabilities (c)12,7583,716
Share-based compensation expense (d)19,27416,257
Transaction expenses (e)2,0287,602
Restructuring and other strategic initiative costs (f)6,9708,536
Other non-recurring charges (g)3,2785,008
Non-cash interest expense (k)2,1862,136
Pro forma taxes at effective rate (l)(20,135)(15,658)
Adjusted Net Income$65,385$58,601
Shares of Class A common stock outstanding (on an as-converted basis) (m)96,259,52396,778,735
Adjusted Net Income per share$0.68$0.61

Reconciliation of Operating Cash Flow to Free Cash Flow
For the Three and Nine Months Ended September 30, 2024 and 2023
(Unaudited)

Three Months ended September 30,Nine Months ended September 30,
($ in thousands)2024202320242023
Net cash provided by operating activities$60,058$27,967$115,838$68,751
Capital expenditures
Cash paid for property and equipment(211)(948)(782)(1,062)
Capitalized software development costs (11,029)(13,078)(33,278)(36,678)
Total capital expenditures(11,240)(14,026)(34,060)(37,740)
Free cash flow$48,818$13,941$81,778$31,011
Free cash flow conversion139%44%78%33%

Quarterly Reconciliation of Operating Cash Flow to Free Cash Flow
(Unaudited)

Three Months ended 
($ in thousands)December 31,2023March 31, 2024June 30, 2024
Net cash provided by operating activities$34,863$24,801$30,979
Capital expenditures
Cash paid for property and equipment(183)(87)(484)
Capitalized software development costs (12,893)(11,042)(11,207)
Total capital expenditures(13,076)(11,129)(11,691)
Free cash flow$21,787$13,672$19,288
Free cash flow conversion65%38%57%

Reconciliation of Gross Profit Growth to Organic Gross Profit Growth
For the Year-over-Year Change Between the Nine Months Ended September 30, 2024 and 2023
(Unaudited)

 Q3 Year-to-Date YoY Change
Gross profit growth 8%
Less: Growth from acquisitions and dispositions (1%)
Organic gross profit growth (n) 9%
(a)  See footnote (j) for details on amortization and depreciation expenses.
(b)  Reflects a gain on the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal.
(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 (i) during the three and nine months ended September 30, 2024, the three months ended June 30, 2024 and the three months ended March 31, 2024, professional service fees incurred in connection with prior transactions, and (ii) during the three and nine months ended September 30, 2023 and the three months ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of Blue Cow Software. 
(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 and nine 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. For the three and nine months ended September 30, 2023 and the three months ended December 31, 2023, reflects non-recurring payments made to third-parties in connection with an expansion of our personnel, one-time payments to certain partners and franchise taxes and other non-income based taxes. 
(h)  Reflects the loss recognized related to the disposition of Blue Cow.
(i)  For the nine months ended September 30, 2023, reflects impairment loss related to a trade name write-off of Media Payments. For the three months ended December 31, 2023, reflects non-cash goodwill impairment loss related to the Business Payments segment. 
(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 September 30,Nine Months ended September 30,
($ in thousands)2024202320242023
Acquisition-related intangibles$19,111$19,786$58,549$60,673
Software6,0086,39119,57716,639
Amortization$25,119$26,177$78,126$77,312
Depreciation4103461,2021,834
Total Depreciation and amortization (1)$25,529$26,523$79,328$79,146
Three Months ended
($ in thousands)December 31, 2023March 31, 2024June 30, 2024
Acquisition-related intangibles$20,969$19,736$19,702
Software3,1506,7136,856
Amortization$24,119$26,449$26,558
Depreciation592579213
Total Depreciation and amortization (1)$24,711$27,028$26,771
(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 and nine months ended September 30, 2024 and 2023. These numbers do not include any shares issuable upon conversion of the Company’s convertible senior notes due 2026. 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
September 30,
 Nine Months ended
September 30,
  2024 2023 2024 2023
Weighted average shares of Class A common stock outstanding - basic 88,263,285 91,160,415 90,426,364 89,658,318
Add: Non-controlling interests 
Weighted average Post-Merger REPAY Units exchangeable for Class A common stock 5,811,526 5,892,159 5,833,159 7,120,417
Shares of Class A common stock outstanding (on an as-converted basis) 94,074,811 97,052,574 96,259,523 96,778,735
(n) Represents year-on-year gross profit growth that excludes incremental gross profit attributable to acquisitions and dispositions made in the applicable prior period or any subsequent period.

Investor Relations Contact for REPAY:
ir@repay.com

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

Source: Repay Holdings Corporation