REPAY Reports Fourth Quarter and Full Year 2024 Financial Results
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
Fourth Quarter 2024 Financial Highlights
|
($ in millions) |
|
Q4 2023 |
|
|
Q1 2024 |
|
|
Q2 2024 |
|
|
Q3 2024 |
|
|
Q4 2024 |
|
|
YoY
|
|||||
|
Revenue |
|
$ |
76.0 |
|
|
$ |
80.7 |
|
|
$ |
74.9 |
|
|
$ |
79.1 |
|
|
$ |
78.3 |
|
|
3% |
|
Gross profit (1) |
|
|
58.7 |
|
|
|
61.5 |
|
|
|
58.6 |
|
|
|
61.6 |
|
|
|
59.7 |
|
|
2% |
|
Net (loss) income (2) |
|
|
(77.7 |
) |
|
|
(5.4 |
) |
|
|
(4.2 |
) |
|
|
3.2 |
|
|
|
(4.0 |
) |
|
– |
|
Adjusted EBITDA (3) |
|
|
33.5 |
|
|
|
35.5 |
|
|
|
33.7 |
|
|
|
35.1 |
|
|
|
36.5 |
|
|
9% |
|
Net cash provided by operating activities |
|
|
34.9 |
|
|
|
24.8 |
|
|
|
31.0 |
|
|
|
60.1 |
|
|
|
34.3 |
|
|
(2%) |
|
Free Cash Flow (3) |
|
|
21.8 |
|
|
|
13.7 |
|
|
|
19.3 |
|
|
|
48.8 |
|
|
|
23.5 |
|
|
8% |
|
Free Cash Flow Conversion (3) |
|
|
65 |
% |
|
|
38 |
% |
|
|
57 |
% |
|
|
139 |
% |
|
|
64 |
% |
|
|
| (1) |
Gross profit represents revenue less costs of services (exclusive of depreciation and amortization). |
| (2) |
During the fourth quarter of 2023, Net loss was impacted by a |
| (3) |
Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion are non-GAAP financial measures. See “Non-GAAP Financial Measures” and the reconciliation of Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion to their most comparable GAAP measure provided below for additional information. |
“Q4 closed out the year with another quarter of profitable growth at REPAY,” said
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 |
|
|
|
|
Year Ended |
|
|
|
||||||||||
|
($ in thousand) |
|
2024 (Unaudited) |
|
|
2023 (Unaudited) |
|
|
% Change |
|
2024 |
|
|
2023 |
|
|
% Change |
||||
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Consumer Payments |
|
$ |
66,349 |
|
|
$ |
71,124 |
|
|
(7%) |
|
$ |
280,966 |
|
|
$ |
275,708 |
|
|
2% |
|
Business Payments |
|
|
17,357 |
|
|
|
9,850 |
|
|
76% |
|
|
52,923 |
|
|
|
38,058 |
|
|
39% |
|
Elimination of intersegment revenues |
|
|
(5,435 |
) |
|
|
(4,987 |
) |
|
|
|
|
(20,847 |
) |
|
|
(17,139 |
) |
|
|
|
Total revenue |
|
$ |
78,271 |
|
|
$ |
75,987 |
|
|
3% |
|
$ |
313,042 |
|
|
$ |
296,627 |
|
|
6% |
|
Gross profit (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Consumer Payments |
|
$ |
53,081 |
|
|
$ |
56,168 |
|
|
(5%) |
|
$ |
223,107 |
|
|
$ |
216,096 |
|
|
3% |
|
Business Payments |
|
|
12,069 |
|
|
|
7,545 |
|
|
60% |
|
|
39,146 |
|
|
|
27,967 |
|
|
40% |
|
Elimination of intersegment revenues |
|
|
(5,435 |
) |
|
|
(4,987 |
) |
|
|
|
|
(20,847 |
) |
|
|
(17,139 |
) |
|
|
|
Total gross profit |
|
$ |
59,715 |
|
|
$ |
58,726 |
|
|
2% |
|
$ |
241,406 |
|
|
$ |
226,924 |
|
|
6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
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,
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
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
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 |
|
|
Year ended |
|
||||||||||
|
($ in thousands, except per share data) |
|
2024 (Unaudited) |
|
|
2023 (Unaudited) |
|
|
2024 |
|
|
2023 |
|
||||
|
Revenue |
|
$ |
78,271 |
|
|
$ |
75,987 |
|
|
$ |
313,042 |
|
|
$ |
296,627 |
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Costs of services (exclusive of depreciation and amortization shown separately below) |
|
$ |
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 benefit (expense) |
|
|
(4,384 |
) |
|
|
(81,097 |
) |
|
|
(10,920 |
) |
|
|
(119,535 |
) |
|
Income tax benefit (expense) |
|
|
426 |
|
|
|
3,423 |
|
|
|
575 |
|
|
|
2,115 |
|
|
Net income (loss) |
|
$ |
(3,958 |
) |
|
$ |
(77,674 |
) |
|
$ |
(10,345 |
) |
|
$ |
(117,420 |
) |
|
Net loss attributable to non-controlling interest |
|
|
158 |
|
|
|
(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 - basic |
|
|
88,392,571 |
|
|
|
91,206,870 |
|
|
|
89,915,137 |
|
|
|
90,048,638 |
|
|
Weighted-average shares of Class A common stock outstanding - diluted |
|
|
88,392,571 |
|
|
|
91,206,870 |
|
|
|
89,915,137 |
|
|
|
90,048,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
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 |
||||||||
|
($ in thousands) |
|
2024 |
|
|
2023 |
|
||
|
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 |
|
|
|
|
|
716,793 |
|
|
|
716,793 |
|
|
Operating lease right-of-use assets, net |
|
|
11,142 |
|
|
|
8,023 |
|
|
Deferred tax assets |
|
|
163,283 |
|
|
|
146,872 |
|
|
Other assets |
|
|
2,500 |
|
|
|
2,500 |
|
|
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 liabilities |
|
|
1,230 |
|
|
|
1,629 |
|
|
Current tax receivable agreement ( |
|
|
16,337 |
|
|
|
580 |
|
|
Other current liabilities |
|
|
267 |
|
|
|
318 |
|
|
Total current liabilities |
|
|
102,247 |
|
|
|
57,463 |
|
|
|
|
|
|
|
|
|
||
|
Long-term debt |
|
|
496,778 |
|
|
|
434,166 |
|
|
Noncurrent operating lease liabilities |
|
|
10,507 |
|
|
|
7,247 |
|
|
Tax receivable agreement, net of current portion ( |
|
|
187,308 |
|
|
|
188,331 |
|
|
Other liabilities |
|
|
1,899 |
|
|
|
1,838 |
|
|
Total noncurrent liabilities |
|
|
696,492 |
|
|
|
631,582 |
|
|
Total liabilities |
|
$ |
798,739 |
|
|
$ |
689,045 |
|
|
|
|
|
|
|
|
|
||
|
Commitments and contingencies |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
Stockholders' equity |
|
|
|
|
|
|
||
|
Class A common stock, |
|
|
9 |
|
|
|
9 |
|
|
Class V common stock, |
|
|
— |
|
|
|
— |
|
|
|
|
|
(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 interests |
|
|
11,897 |
|
|
|
15,653 |
|
|
Total equity |
|
$ |
773,169 |
|
|
$ |
830,788 |
|
|
Total liabilities and equity |
|
$ |
1,571,908 |
|
|
$ |
1,519,833 |
|
|
Consolidated Statements of Cash Flows |
||||||||
|
|
|
Year Ended |
|
|||||
|
($ in thousands) |
|
2024 |
|
|
2023 |
|
||
|
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 amortization |
|
|
103,710 |
|
|
|
103,857 |
|
|
Stock based compensation |
|
|
24,388 |
|
|
|
22,156 |
|
|
Amortization of debt issuance costs |
|
|
3,030 |
|
|
|
2,847 |
|
|
Loss on business disposition |
|
|
— |
|
|
|
10,027 |
|
|
Gain on extinguishment of debt |
|
|
(13,136 |
) |
|
|
— |
|
|
Other loss |
|
|
— |
|
|
|
238 |
|
|
Fair value change in tax receivable agreement liability |
|
|
14,543 |
|
|
|
6,619 |
|
|
Impairment loss |
|
|
— |
|
|
|
75,800 |
|
|
Deferred tax expense (benefit) |
|
|
(2,490 |
) |
|
|
(3,594 |
) |
|
Change in accounts receivable, net |
|
|
3,067 |
|
|
|
(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 payable |
|
|
6,882 |
|
|
|
(189 |
) |
|
Change in accrued expenses and other |
|
|
22,594 |
|
|
|
3,890 |
|
|
Change in operating lease liabilities |
|
|
2,861 |
|
|
|
(1,388 |
) |
|
Change in other liabilities |
|
|
10 |
|
|
|
493 |
|
|
Net cash provided by operating activities |
|
|
150,090 |
|
|
|
103,614 |
|
|
|
|
|
|
|
|
|
||
|
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 retained |
|
|
— |
|
|
|
40,273 |
|
|
Net cash used in investing activities |
|
|
(44,853 |
) |
|
|
(24,088 |
) |
|
|
|
|
|
|
|
|
||
|
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 |
|
|
(9,631 |
) |
|
|
— |
|
|
Payments for tax withholding related to shares vesting under Incentive Plan and ESPP |
|
|
(2,131 |
) |
|
|
(1,891 |
) |
|
|
|
|
(41,541 |
) |
|
|
(2,528 |
) |
|
Stock options exercised |
|
|
395 |
|
|
|
— |
|
|
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 cash |
|
|
92,564 |
|
|
|
50,582 |
|
|
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 |
||||||||
|
(Unaudited) |
||||||||
|
|
|
Three Months Ended |
|
|||||
|
($ in thousands) |
|
2024 |
|
|
2023 |
|
||
|
Revenue |
|
$ |
78,271 |
|
|
$ |
75,987 |
|
|
Operating expenses |
|
|
|
|
|
|
||
|
Costs of services (exclusive of depreciation and amortization shown separately below) |
|
$ |
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) |
|
|
|
|
|
|
|
|
|
|||
|
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 |
||||||||
|
(Unaudited) |
||||||||
|
|
|
Year Ended |
|
|||||
|
($ in thousands) |
|
2024 |
|
|
2023 |
|
||
|
Revenue |
|
$ |
313,042 |
|
|
$ |
296,627 |
|
|
Operating expenses |
|
|
|
|
|
|
||
|
Costs of services (exclusive of depreciation and amortization shown separately below) |
|
$ |
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 |
||||||||
|
(Unaudited) |
||||||||
|
|
|
|
|
|||||
|
|
|
Three Months Ended |
|
|||||
|
($ in thousands) |
|
2024 |
|
|
2023 |
|
||
|
Revenue |
|
$ |
78,271 |
|
|
$ |
75,987 |
|
|
Operating expenses |
|
|
|
|
|
|
||
|
Costs of services (exclusive of depreciation and amortization shown separately below) |
|
$ |
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 |
) |
|
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) |
|
|
93,946,583 |
|
|
|
97,063,687 |
|
|
Adjusted Net Income per share |
|
$ |
0.24 |
|
|
$ |
0.27 |
|
|
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income |
||||||||
|
For the Years Ended |
||||||||
|
(Unaudited) |
||||||||
|
|
|
Year Ended |
|
|||||
|
($ in thousands) |
|
2024 |
|
|
2023 |
|
||
|
Revenue |
|
$ |
313,042 |
|
|
$ |
296,627 |
|
|
Operating expenses |
|
|
|
|
|
|
||
|
Costs of services (exclusive of depreciation and amortization shown separately below) |
|
$ |
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: |
|
|
|
|
|
|
||
|
Amortization of acquisition-related intangibles (k) |
|
|
77,144 |
|
|
|
81,642 |
|
|
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 |
|
|
Non-cash interest expense (l) |
|
|
3,031 |
|
|
|
2,848 |
|
|
Pro forma taxes at effective rate (m) |
|
|
(28,151 |
) |
|
|
(23,564 |
) |
|
Adjusted Net Income |
|
$ |
87,818 |
|
|
$ |
84,942 |
|
|
|
|
|
|
|
|
|
||
|
Shares of Class A common stock outstanding (on an as-converted basis) (n) |
|
|
95,678,128 |
|
|
|
96,850,559 |
|
|
Adjusted Net Income per share |
|
$ |
0.92 |
|
|
$ |
0.88 |
|
|
Reconciliation of Operating Cash Flow to Free Cash Flow |
||||||||||||||||
|
For the Three Months and Years Ended |
||||||||||||||||
|
(Unaudited) |
||||||||||||||||
|
|
|
Three Months ended
|
|
|
Year Ended
|
|
||||||||||
|
($ in thousands) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
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 conversion |
|
|
64 |
% |
|
|
65 |
% |
|
|
75 |
% |
|
|
42 |
% |
|
Quarterly Reconciliation of Operating Cash Flow to Free Cash Flow |
||||||||||||
|
(Unaudited) |
||||||||||||
|
|
Three Months ended |
|
||||||||||
|
(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 conversion |
|
|
38 |
% |
|
|
57 |
% |
|
|
139 |
% |
| (a) |
See footnote (k) for details on amortization and depreciation expenses. |
| (b) |
For the three months and year ended |
| (c) |
For the three months and year ended |
| (d) |
Represents compensation expense associated with equity compensation plans. |
| (e) |
Primarily consists of (i) during the three months and year ended |
| (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 |
| (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 |
|
|
|
Three months ended
|
|
|
Year ended
|
|
||||||||||
|
($ in thousands) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
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) |
|
2024 |
|
|
2024 |
|
|
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 |
|
|
|
Three Months Ended
|
|
Year Ended
|
||||
|
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
Weighted average shares of Class A common stock outstanding - basic |
|
88,392,571 |
|
91,206,870 |
|
89,915,137 |
|
90,048,638 |
|
Add: Non-controlling interests |
|
|
|
|
|
|
|
|
|
Weighted average Post-Merger Repay Units exchangeable for Class A common stock |
5,554,012 |
5,856,817 |
5,762,991 |
6,801,921 |
||||
|
Shares of Class A common stock outstanding (on an as-converted basis) |
|
93,946,583 |
|
97,063,687 |
|
95,678,128 |
|
96,850,559 |
View source version on businesswire.com: https://www.businesswire.com/news/home/20250303354271/en/
Investor Relations Contact for REPAY:
ir@repay.com
Media Relations Contact for REPAY:
(404) 637-1665
khoyman@repay.com
Source: