Repay Holdings Corp. (RPAY) - Q2 2026 10-Q Summary
Business Context and Reporting Period
This report covers the quarterly period ended June 30, 2026. Repay Holdings Corporation operates in two segments: Consumer Payments (bill presentment, payment processing) and Business Payments (B2B payment solutions). The quarter was defined by the closing of the KUBRA Acquisition on June 1, 2026, for approximately $354.1 million, which added print, mail, and professional services revenue streams. The company also adopted a stockholder rights plan in April 2026.
Key Financial Metrics
| Metric | Q2 2026 | Q2 2025 | YTD 2026 | YTD 2025 |
|---|---|---|---|---|
| Revenue | $100.7 million | $75.6 million | $181.5 million | $153.0 million |
| Net Loss (GAAP) | $(11.5) million | $(108.0) million | $(21.6) million | $(116.2) million |
| Net Loss Attributable to Company | $(11.0) million | $(102.3) million | $(20.9) million | $(110.2) million |
| Adjusted EBITDA | $36.3 million | $31.8 million | $70.7 million | $65.0 million |
| Adjusted Net Income | $17.9 million | $19.1 million | $37.3 million | $39.4 million |
| Cash & Equivalents | $83.7 million | N/A | N/A | N/A |
| Total Debt (Principal) | $787.5 million | $434.0 million | N/A | N/A |
| Operating Cash Flow (YTD) | $57.1 million | $35.6 million | N/A | N/A |
Note: Q2 2025 results were significantly impacted by a $103.8 million non-cash goodwill impairment loss.
Material Changes vs. Prior Period
- Revenue Growth: Revenue increased 33.2% QoQ and 18.6% YTD, driven by organic growth and the KUBRA acquisition, which contributed approximately $20.8 million in incremental revenue for the quarter.
- Profitability Improvement: GAAP Net Loss improved significantly year-over-year (89.3% reduction in Q2 loss) primarily due to the absence of the $103.8 million impairment loss recorded in Q2 2025.
- Debt Structure: The company entered a new Credit Agreement on June 1, 2026, establishing a $500 million Term Loan Facility and a $100 million Revolver to fund the KUBRA acquisition. The previous 2026 Convertible Notes were fully repaid in February 2026.
- Expense Increases: Interest expense rose to $8.0 million in Q2 2026 (from $3.1 million in Q2 2025) due to higher principal balances. SG&A expenses increased due to transaction costs and integration expenses related to KUBRA.
Guidance, Outlook, and Risks
- Outlook: Management expects cash flow from operations and available borrowing capacity ($100 million revolver) to be sufficient for the next 12 months. The company anticipates continued growth from the KUBRA integration and organic client expansion.
- Risks:
- Integration Risk: Challenges in integrating KUBRA's operations, retaining key personnel, and realizing expected synergies.
- Debt Service: Increased leverage and debt service obligations following the $500 million term loan.
- Activist Stockholders: The company faces risks related to activist stockholder actions, which could disrupt business and incur significant costs.
- TRA Liability: A significant liability of $194.3 million exists under the Tax Receivable Agreement (TRA), with payments dependent on future taxable income and stock price.
- Unusual Items: The Q2 2025 period included a $103.8 million goodwill impairment. Q2 2026 included a $0.97 million loss on extinguishment of debt related to the refinancing of the credit facility.
Investor Verification Checklist
- KUBRA Integration: Verify the timeline for realizing synergies and the retention of key KUBRA personnel.
- Debt Covenants: Review compliance with the new Credit Agreement covenants, specifically regarding leverage ratios and liquidity.
- TRA Obligations: Assess the potential cash outflow impact of the $194.3 million Tax Receivable Agreement liability.
- Non-GAAP Reconciliations: Scrutinize the adjustments made to reach Adjusted EBITDA and Adjusted Net Income, particularly regarding amortization of acquisition-related intangibles.
- Share Repurchase Program: Note that $23.0 million remains available under the $75 million authorized program.