Repay Holdings Corp. (RPAY) - Q1 2026 10-Q Summary
Business Context and Reporting Period
This report covers the quarterly period ended March 31, 2026. Repay Holdings Corporation operates as a payment processing provider with two reportable segments: Consumer Payments (84% of revenue) and Business Payments (16% of revenue). The company is headquartered in Atlanta, Georgia, and is an accelerated filer.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Revenue | $80.8 million | $77.3 million |
| Net Loss (GAAP) | $(10.0) million | $(8.2) million |
| Loss Per Share (Basic/Diluted) | $(0.12) | $(0.09) |
| Adjusted EBITDA | $34.4 million | $33.2 million |
| Adjusted Net Income | $19.4 million | $20.3 million |
| Cash & Equivalents | $43.8 million | $115.7 million (Dec 31, 2025) |
| Total Debt (Net) | $390.6 million | $426.5 million (Dec 31, 2025) |
| Operating Cash Flow | $16.8 million | $2.5 million |
Material Changes vs. Prior Period
- Revenue Growth: Total revenue increased 4.5% year-over-year to $80.8 million, driven by new client acquisitions and growth in existing accounts. The Business Payments segment saw a significant 18.2% increase, partly attributed to political media spending in Q1 2026.
- Profitability: GAAP Net Loss widened to $10.0 million from $8.2 million, primarily due to a $4.6 million loss from the change in fair value of the Tax Receivable Agreement (TRA) liability and increased interest expense. However, Adjusted EBITDA improved 3.6% to $34.4 million.
- Debt Restructuring: The company fully repaid its $146.5 million 2026 Convertible Senior Notes in February 2026 using cash on hand and a new $110 million draw on its revolving credit facility. As of March 31, 2026, total borrowings consisted of the $287.5 million 2029 Notes and the $110 million revolver draw.
- Acquisitions: The company consummated a $22.5 million asset purchase in March 2026 and entered into a definitive agreement to acquire KUBRA for approximately $372 million, expected to close in Q2 2026.
Guidance, Outlook, and Risks
- KUBRA Acquisition: Management expects to close the KUBRA acquisition in Q2 2026, financing it with cash on hand and a proposed $600 million credit facility ($500M term loan + $100M revolver). Risks include regulatory approval delays and integration challenges.
- Liquidity: The company reported $43.8 million in cash and $140.0 million in available borrowing capacity under its credit agreement. Management believes current resources are sufficient to fund operations and the KUBRA transaction for the next 12 months.
- Stockholder Rights Plan: In April 2026, the Board adopted a stockholder rights plan (poison pill) triggered at 12.5% ownership to deter hostile takeovers.
- Tax Receivable Agreement (TRA): The TRA liability remains a significant non-cash expense driver ($4.6 million in Q1 2026), fluctuating based on discount rates and accretion.
Investor Verification Checklist
- Verify the status and expected closing date of the KUBRA acquisition and the final terms of the proposed $600 million financing facility.
- Monitor the Tax Receivable Agreement (TRA) liability balance and the impact of discount rate changes on future non-cash expenses.
- Assess the sustainability of Business Payments revenue growth, specifically the portion attributed to cyclical political media spending.
- Review the company's ability to maintain compliance with debt covenants given the increased leverage from the new revolver draw and pending acquisition.
- Confirm the impact of the new stockholder rights plan on potential M&A activity and stock liquidity.