Repay Holdings Corp. (RPAY) - 2025 Annual Report Summary
Business Context and Reporting Period
This Form 10-K covers the fiscal year ended December 31, 2025. Repay Holdings Corp. is a leading payments technology company providing integrated payment processing solutions to vertical markets including personal loans, automotive loans, receivables management, and business-to-business sectors. The company operates through two reportable segments: Consumer Payments (approx. 85% of revenue) and Business Payments (approx. 15% of revenue). As of December 31, 2025, the company employed approximately 486 full-time employees and maintained roughly 294 software integrations.
Key Financial Metrics
| Metric ($ in millions) | 2025 | 2024 |
|---|---|---|
| Revenue | $309.3 | $313.0 |
| Gross Profit | $232.0 | $241.4 |
| Gross Margin | 75% | 77% |
| Net Loss (GAAP) | $(271.1) | $(10.3) |
| Net Loss Attributable to Company | $(256.7) | $(10.2) |
| Adjusted EBITDA | $128.6 | $140.8 |
| Adjusted Net Income | $74.4 | $87.8 |
| Cash and Cash Equivalents | $115.7 | $189.5 |
| Available Borrowing Capacity | $250.0 | $185.0 |
| Long-Term Debt (Net) | $280.1 | $496.8 |
Note: The 2025 Net Loss includes a non-cash goodwill impairment charge of $242.7 million.
Material Changes vs. Prior Period
- Revenue Decline: Total revenue decreased 1.2% to $309.3 million. This was driven by client losses and a decrease in political media spending in the Business Payments segment (down 8.5% YoY), partially offset by growth in the Consumer Payments segment (up 1.8% YoY).
- Goodwill Impairment: The company recognized a significant non-cash impairment loss of $242.7 million, primarily related to the Consumer Payments segment. This was triggered by a decline in stock price, changes in discount rates, and decreased comparable company multiples.
- Debt Restructuring: The company repurchased $73.5 million of its 2026 Convertible Senior Notes in August 2025. In a subsequent event (February 2026), the company borrowed $110 million under its credit facility to repay the remaining $146.5 million of the 2026 Notes, fully satisfying that obligation.
- Operating Expenses: Selling, general, and administrative (SG&A) expenses decreased 2.4% to $142.0 million, largely due to reduced equity compensation expenses.
Guidance, Outlook, and Risks
Management Commentary: Management expects to benefit from the continued shift from cash/check to electronic payments in their target verticals. They plan to drive growth through organic expansion in existing verticals, new vertical penetration, and strategic acquisitions. The company maintains a $75 million share repurchase program, with approximately $23 million remaining capacity as of year-end 2025.
Key Risks and Contingencies:
- Regulatory Environment: The company faces extensive regulation regarding money transmission, data privacy (GDPR, CCPA), and anti-money laundering. Changes in "junk fee" regulations or interchange fee caps could impact pricing models.
- Cybersecurity: As a payment processor, the company is a target for cyberattacks. A breach could result in significant liability, fines, and reputational damage.
- Concentration Risk: The top 10 clients contributed approximately 19% of total gross profit in 2025. The company relies heavily on sponsor banks to access payment networks; termination of these relationships would halt operations.
- Tax Receivable Agreement (TRA): The company has a liability of approximately $200.9 million related to the TRA, requiring payments to unitholders for tax benefits realized from basis step-ups. This liability is subject to fair value adjustments.
Investor Verification Checklist
- Impairment Drivers: Verify the specific assumptions used in the goodwill impairment test (discount rates, market multiples) to assess if the $242.7 million charge is a one-time event or indicative of deeper valuation issues.
- Debt Maturity Wall: Confirm the status of the 2026 Notes repayment (completed in Feb 2026) and review the terms of the remaining $287.5 million 2029 Convertible Notes, including conversion triggers and interest obligations.
- Client Concentration: Review the identity and stability of the top 10 clients representing 19% of gross profit to assess revenue stability.
- TRA Liability Impact: Analyze the cash flow impact of the Tax Receivable Agreement payments and the sensitivity of the $200.9 million liability to changes in the company's stock price and tax rates.
- Non-GAAP Reconciliations: Scrutinize the adjustments made to reach Adjusted EBITDA ($128.6M) and Adjusted Net Income ($74.4M), specifically the exclusion of acquisition-related intangible amortization ($78.3M) and the TRA fair value changes.