Repay (US:RPAY)2025-08-11 20:11PART I – FINANCIAL INFORMATION Condensed Consolidated Financial Statements The company reported a $108.0 million net loss in Q2 2025, largely due to a $103.8 million goodwill impairment Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | $162,615 | $189,530 | ($26,915) | | Goodwill | $613,012 | $716,793 | ($103,781) | | Intangible assets, net | $359,827 | $389,034 | ($29,207) | | Total Assets | $1,413,374 | $1,571,908 | ($158,534) | | Total Liabilities | $773,970 | $798,739 | ($24,769) | | Total Equity | $639,404 | $773,169 | ($133,765) | Condensed Consolidated Statements of Operations Highlights (in thousands) | Metric | Q2 2025 | Q2 2024 | Y/Y Change | H1 2025 | H1 2024 | Y/Y Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | $75,626 | $74,906 | +0.9% | $152,951 | $155,626 | -1.7% | | Impairment loss | $103,781 | $0 | N/A | $103,781 | $0 | N/A | | Loss from operations | ($104,904) | ($3,421) | +2878.8% | ($108,524) | ($5,925) | +1731.6% | | Net loss | ($108,032) | ($4,237) | +2449.7% | ($116,200) | ($9,602) | +1110.2% | | Net loss attributable to the Company | ($102,251) | ($4,071) | +2411.7% | ($110,198) | ($9,283) | +1087.1% | | Basic and diluted EPS | ($1.15) | ($0.04) | +2775.0% | ($1.24) | ($0.10) | +1140.0% | Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $35,568 | $55,780 | | Net cash used in investing activities | ($21,002) | ($22,820) | | Net cash used in financing activities | ($42,295) | ($3,069) | Note 3. Revenue Total revenue for Q2 2025 increased slightly to $75.6 million, with Consumer Payments remaining the primary driver Revenue by Segment (in thousands) | Segment | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Consumer Payments | $70,474 | $69,292 | $142,417 | $145,428 | | Business Payments | $10,945 | $10,592 | $21,933 | $20,269 | | Elimination of intersegment | ($5,793) | ($4,978) | ($11,399) | ($10,071) | | Total Revenue | $75,626 | $74,906 | $152,951 | $155,626 | Note 7. Goodwill A $103.8 million goodwill impairment was recorded, mainly in Consumer Payments, due to stock price and valuation changes - A goodwill impairment loss of $103.8 million was recorded in Q2 2025, with $103.2 million attributed to the Consumer Payments segment and $0.6 million to the Business Payments segment5658 - The impairment was triggered by a decline in the company's stock price, leading to a quantitative analysis that confirmed the impairment, with fair value impacted by changes in the discount rate and lower comparable company multiples5658 Note 8. Borrowings Total borrowings reached $498.4 million, including convertible notes, with a $250.0 million undrawn revolving credit facility Borrowings Summary (in thousands) | Debt Instrument | Principal Amount | Carrying Value (June 30, 2025) | Fair Value (June 30, 2025) | | :--- | :--- | :--- | :--- | | 2026 Notes | $220,000 | $219,389 | $210,760 | | 2029 Notes | $287,500 | $280,736 | $235,750 | | Revolving credit facility | $0 | ($1,727) | $0 | | Total | $507,500 | $498,398 | $446,510 | - The company entered into a Second Amended and Restated Revolving Credit Agreement for a $250.0 million facility maturing in July 2029, with no amounts drawn as of June 30, 20255960 Note 13. Segments Consumer Payments revenue increased 1.7% to $70.5 million, while Business Payments revenue grew 3.8% to $10.9 million in Q2 2025 Segment Performance (in thousands) | Segment | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | :--- | | Consumer Payments | Revenue | $70,474 | $69,292 | $142,417 | $145,428 | | | Gross Profit | $55,429 | $55,546 | $112,139 | $115,136 | | Business Payments | Revenue | $10,945 | $10,592 | $21,933 | $20,269 | | | Gross Profit | $7,586 | $8,017 | $15,143 | $15,065 | - The Consumer Payments segment accounted for approximately 86% of total revenue in Q2 2025, consistent with the prior year91 Management's Discussion and Analysis of Financial Condition and Results of Operations Q2 2025 revenue increased 0.9%, but net loss significantly widened to $102.3 million due to a $103.8 million goodwill impairment Results of Operations Q2 2025 revenue increased 0.9% to $75.6 million, but a $103.8 million goodwill impairment led to a substantial net loss - Q2 2025 revenue increased 0.9% YoY to $75.6 million, driven by new and existing client growth, partially offset by client losses and lower political media spending111 - A non-cash impairment loss of $103.8 million was recognized in Q2 2025, with $103.2 million related to the Consumer Payments segment's goodwill, primarily driving the significant increase in net loss115 - Selling, general and administrative expenses decreased by 6.8% YoY, primarily due to a $3.6 million reduction in equity compensation expenses113 Segments Consumer Payments revenue grew 1.7% to $70.5 million, while Business Payments revenue increased 3.8% to $10.9 million in Q2 2025 Segment Gross Profit (in thousands) | Segment | Q2 2025 | Q2 2024 | Y/Y Change | | :--- | :--- | :--- | :--- | | Consumer Payments | $55,429 | $55,546 | -0.2% | | Business Payments | $7,586 | $8,017 | -5.0% | | Total Gross Profit (after eliminations) | $57,222 | $58,585 | -2.3% | Non-GAAP Financial Measures Adjusted EBITDA decreased 5.7% to $31.8 million, and Adjusted Net Income fell 12.3% to $19.1 million in Q2 2025 Non-GAAP Performance (in thousands, except per share) | Metric | Q2 2025 | Q2 2024 | Y/Y Change | | :--- | :--- | :--- | :--- | | Adjusted EBITDA | $31,811 | $33,728 | -5.7% | | Adjusted Net Income | $19,083 | $21,762 | -12.3% | | Adjusted Net Income per share | $0.20 | $0.22 | -9.1% | - The main adjustments from Net Loss to Adjusted EBITDA include adding back the $103.8 million non-cash impairment loss, $25.5 million in depreciation & amortization, and $3.0 million in share-based compensation expense149 Liquidity and Capital Resources The company maintains strong liquidity with $162.6 million in cash and a $250.0 million undrawn credit facility - The company's liquidity position as of June 30, 2025, includes $162.6 million in cash and $250.0 million in available borrowing capacity163 - The board of directors increased the authorized Share Repurchase Program to $75 million in May 2025, with 4.8 million shares repurchased for $22.6 million in Q2 2025165 - Net cash from operating activities for the first six months of 2025 was $35.6 million, a decrease from $55.8 million in the same period of 2024167 Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk is interest rate exposure on its undrawn variable-rate revolving credit facility - The primary market risk is interest rate risk associated with the floating-rate revolving credit facility, where increases in interest rates could increase the cost of debt if utilized182 - The company does not expect significant impact from inflation or foreign currency exchange rate risk180184 Controls and Procedures Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2025186 - No material changes to internal control over financial reporting were identified during the quarter187 PART II – OTHER INFORMATION Legal Proceedings The company does not anticipate any material adverse effects from ongoing legal proceedings - The company states that it does not expect any currently pending legal proceedings to have a material adverse effect on its business, prospects, or financial results189 Risk Factors No material changes to previously disclosed risk factors were reported for the quarter - No material changes to risk factors were reported for the quarter190 Unregistered Sales of Equity Securities and Use of Proceeds The company repurchased over 5 million shares at an average price of $4.72 per share during Q2 2025 Issuer Purchases of Equity Securities (Q2 2025) | Period | Total Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Program | | :--- | :--- | :--- | :--- | | April 2025 | 619 | $4.39 | — | | May 2025 | 1,667,033 | $4.39 | 1,411,298 | | June 2025 | 3,356,296 | $4.88 | 3,353,168 | | Total | 5,023,948 | $4.72 | 4,764,466 | Other Information The General Counsel adopted a Rule 10b5-1 trading plan for the potential sale of up to 90,000 shares - The company's General Counsel, Tyler B. Dempsey, adopted a Rule 10b5-1 trading plan on June 13, 2025, for the sale of up to 90,000 shares of Class A common stock195 Exhibits The report includes required exhibits and certifications from key executive officers