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Transcript Summary

Repay Holdings Corporation delivered a steady Q1 2026 with $80.8 million in revenue, up 4% year-over-year, and adjusted EBITDA of $34.4 million. Growth was led by the Business Payments segment, which saw 18% revenue expansion. A major highlight was the announced acquisition of Kubra, a move set to double Repay’s revenue and provide massive scale in nondiscretionary bill payments. Management also confirmed the rejection of an unsolicited takeover bid from Forger Capital, asserting that the company is better positioned to create long-term value independently. Looking ahead, Repay raised its full-year EBITDA margin outlook to 42% and expects reported revenue growth of 10-12%, fueled by a strong midterm political media cycle in the second half of the year. The company is aggressively implementing AI-driven solutions, such as Repay Voice AI and automated vendor matching, to enhance operational efficiency. While integration risks exist with the Kubra deal, the board remains confident in a rapid deleveraging path to under 3x net leverage within 18 months. Analysts questioned the timing of growth ramps and the impact of card network fee changes, but management maintained a bullish outlook on its sales pipeline and tech-led strategy.

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Repay Holdings Corporation: Aggressive Acquisition Strategy Fueled by Debt and Massive Dilution Overhang

Full Earnings Call Transcript — Q1 • 2026-05-04

Operator: Good afternoon. I would like to welcome everybody to Repay Holdings Corporation's First Quarter 2026 Earnings Conference Call. This call is being recorded today, 05/04/2026. I would like to turn the session over to Stewart Joseph Grisante, Head of Investor Relations for Repay Holdings Corporation. Stewart, you may begin.
Stewart Joseph Grisante: Thank you. Good afternoon, and welcome to Repay Holdings Corporation's First Quarter 2026 Earnings Conference Call. With us today are John Andrew Morris, Co-Founder and Chief Executive Officer, and Robert Hauser, Chief Financial Officer. During this call, we will be making forward-looking statements about our beliefs and estimates regarding future events and results. Those forward-looking statements are subject to risks and uncertainties, including those set forth in the SEC filings related to today's results and our most recent Form 10-K. Actual results may differ materially from any forward-looking statements that we make today. Forward-looking statements speak only as of today, and we do not assume any obligation or intent to update them except as required by law. In an effort to provide additional information to investors, today's discussion will also reference certain non-GAAP financial measures. Reconciliations and other explanations of those non-GAAP financial measures can be found in today's press release and in the earnings supplement, each of which are available on the company's IR site. In connection with our 2026 annual meeting of stockholders, we intend to file a definitive proxy statement and related materials with the SEC. Our directors, and certain of our executive officers and employees, will be participants in the solicitation of proxies in connection with the annual meeting. Stockholders are encouraged to read the proxy statement and related materials when they become available as they will contain important information, including the identity of the participants and their direct or indirect interest by security holdings or otherwise. As you may know, Veridae Partners submitted a request for the Board to waive the timeliness requirement of our bylaws for stockholders to provide notice of intent to submit director nominations for candidates to stand for election to the Board at the annual meeting. The Board determined to deny the request, and on Friday, May 1, we filed our preliminary proxy statement with the SEC. Veridae failed to comply with the requirements set forth in our bylaws and is not entitled to make lawful director nominations at this year's annual meeting. Additionally, the Board previously confirmed receipt of an unsolicited nonbinding proposal from Forger Capital to acquire the outstanding shares of the company. Earlier today, we sent a letter to Forger Capital and issued a press release providing that the Board has unanimously rejected the nonbinding proposal because it significantly undervalues the company and is therefore not in shareholders' best interest. At this time, we will be making no further comments or taking any questions on Veridae, Forger Capital, or any matters related to the [inaudible]. With that, I will now turn the call over to John.
John Andrew Morris: Thanks, Stewart. Good afternoon, everyone, and thank you for joining us today. Repay Holdings Corporation had a solid start to the year after exiting 2025 with continued momentum. Since reporting full-year 2025 earnings in March, we announced a strategically significant acquisition to create a scaled bill payment provider with the technology and market position to lead the digital journey across the payment ecosystem. I will talk more about the Kubra acquisition in a little bit, but let us first go over the highlights of our Q1 results and progress we have made. During Q1, Repay Holdings Corporation remained focused on our core growth and operational execution. We achieved 4% revenue growth, approximately 43% adjusted EBITDA margins, and continued to generate positive free cash flow. We exited the quarter with over 297 software partners across our consumer and business payment verticals. In Consumer Payments, Q1 revenue increased approximately 4% year over year as we implemented new enterprise clients who are adopting more payment channels and modalities. We have seen strong interest in our digital wallet capabilities and began our phased rollout of Repay Voice AI to select enterprise clients. Throughout last year, Repay Holdings Corporation has been investing in our sales and customer support teams while also enhancing many of our software integrations to help further penetrate existing partnerships and create overall better user experiences. The teams are working through the onboarding, implementation, and ramping of clients in our sales pipeline, which we are confident will drive accelerating growth as we move through the year. During the quarter, we continued to automate workflows and deployed AI capabilities to improve processes such as performance and risk monitoring for our ever-growing volumes on our gateway. We have also been optimizing network routing, leading to tangible payment efficiencies. In addition, we completed a strategic partner investment leading to an immediate EBITDA uplift from existing volumes during the quarter. And finally, we have strengthened our Consumer Payments leadership. We are excited for Matt Morrow to join Repay Holdings Corporation in the coming weeks as a new executive leader of Consumer Payments. Matt brings over a decade of payments and business services experience managing growth through disciplined strategic planning. His extensive experience and history with embedded payment partners will oversee the Consumer Payments growth, sales, and operational initiatives going forward. Now moving over to our Business Payments segment. Business Payments had another quarter of strong performance with Q1 revenue increasing approximately 18% year over year. The business added two new software partners in the quarter, leading to many new clients across our verticals. Our sales pipeline continues to build in our automotive, property management, government, and education verticals. New client wins include regional multi-location auto groups, and multiple government and school districts within certain regions. In addition, the political media vertical started to see an uptick in processing ahead of the back-half-weighted political media cycle heading into the 2026 midterm elections. We ended Q1 with over 665 thousand vendors in our supplier network, an increase of over 70% year over year. Vendor enablement is a great example of where we are deploying automation to improve vendor matching for clients. During the quarter, we were able to automatically match more than 15 thousand new vendors, which will allow us to improve our digital monetization for both new and existing volumes over time. The last topic I would like to discuss is our recently announced acquisition of Kubra. In evaluating capital allocation alternatives, including share repurchases and M&A, we believe the Kubra acquisition offers the most compelling long-term value creation opportunity given its scale, nondiscretionary, recurring revenue profile, and synergy potential. We have received feedback from certain shareholders on Kubra and wanted to address those points directly. Before doing so, I should reiterate our Board's continued support of the acquisition and management's belief in the long-term benefits. The acquisition is supported by fully committed financing. As such, the teams are moving forward expeditiously, and we expect to close the transaction during Q2 2026. We have also been asked about our plans for integrating the companies. Our teams have been actively planning for the integration to hit the ground running on day one to provide the identified value creation opportunities in the near term. This incorporates integrating technology, employees, and most importantly, client relationships and the support for a seamless transition. I look forward to engaging with Kubra's clients in the coming months once the deal is closed. Given the acquisition is yet to close, there are limits to the level of detail we can provide at this time; however, we will provide additional detail following closing. The Board and management remain confident in the strategic and financial rationale of the Kubra acquisition. As with any integration of this scale, execution will be critical, and we are focused on disciplined integration planning to mitigate operational and client transition risk. Together, we offer a comprehensive end-to-end digital platform. This means spanning across bill presentment, communication services, and payment processing with our own clearing and settlement engine. The acquisition will result in a compelling strategic combination in the market, leading to management and the Board's confidence in creating long-term value for all stakeholders. The Board remains focused on the fiduciary duty to maximize long-term shareholder value and regularly evaluates strategic alternatives, such as the Kubra acquisition. We believe the Kubra acquisition provides that significant scale. Based on 2025 Kubra results, we will approximately double our revenue, interact with over 40% of US and Canadian households every month, and process over $130 billion in annual payment volume as we serve nondiscretionary categories with recurring billing cycles. Importantly, the transaction is expected to enhance our free cash flow profile over time and provide identifiable cost and revenue synergy opportunities. We are targeting a return to below 3x net leverage within approximately eighteen months of closing, supported by the combined company's cash flow generation, synergy realization, disciplined capital allocation, and, as appropriate, ongoing evaluation of opportunities to further enhance balance sheet flexibility. We expect to generate strong free cash flow over this period and look forward to providing additional updates following closing on our progress throughout 2026. With that, I will turn the call over to Rob to go over Repay Holdings Corporation's Q1 financials. Rob?
Robert Hauser: Thank you, John, and good afternoon, everyone. In the first quarter, Repay Holdings Corporation delivered results that were in line with our internal expectations across key metrics. Revenue was $80.8 million, representing 4% growth year over year. Consumer Payments revenue increased 4% year over year. Business Payments reported revenue increased 18% year over year, and normalized revenue increased approximately 16%, which excludes the positive political media contributions during the quarter. We expect this positive momentum and sustained contributions from existing clients as well as incremental contributions from new clients will increase growth momentum as we move throughout 2026. We also started to see early contributions from the political media spending cycle that occurs every two years, which we typically see a majority of in Q3 and Q4 around the November elections. Q1 adjusted EBITDA was $34.4 million, representing approximately 43% adjusted EBITDA margins. During the quarter, we began to benefit from cost improvement initiatives such as optimizing volume routing, and the immediate accretion from a strategic distribution partner investment we made during the quarter. As we updated in our flash Q1 performance last week, we raised our adjusted EBITDA outlook, which represents an improvement in our margin expectations, to approximately 42% for full-year 2026. This improvement includes the volume mix impacts that we have recently seen and the ongoing growth investments towards our sales, customer support, and technology. First quarter adjusted net income was $19.4 million, or $0.22 per share. Free cash flow was $5.4 million during the quarter, resulting in 16% free cash flow conversion. During Q1, we made approximately $15 million in tax receivable agreement payments related to the 2024 tax reporting year. In addition, we paid approximately $22.5 million for a strategic distribution partner purchase. We immediately benefited from this investment as the volumes were already on Repay Holdings Corporation's platform. The investment resulted in immediate EBITDA uplift during Q1 and for full-year 2026. In January, we used approximately $37 million in cash and drew $110 million on our revolving credit facility to refinance our maturing 2026 convertible notes. Total debt outstanding at quarter end was comprised of $288 million of convertible notes due in 2029 with a 2.875% coupon and the $110 million draw on our revolver facility. As of March 31, we had approximately $44 million in cash on the balance sheet and net leverage of approximately 2.7x. With a strong and resilient Q1 behind us, we are confident in achieving our 2026 outlook for double-digit revenue growth. As previously mentioned, we recently increased our full-year adjusted EBITDA outlook to represent 42% margins for 2026. For the full year 2026, Repay Holdings Corporation expects revenue to be between $340 million and $346 million, representing 10% to 12% reported revenue growth, and, when excluding political media, approximately 7% to 9% normalized revenue growth. Adjusted EBITDA is now expected to be between $141 million and $146 million, and we are confident in achieving our free cash flow conversion target of 45%. Please keep in mind that net interest expense is included in our free cash flow, which includes the interest payments associated with our 2029 convertible notes and the recent $110 million draw on our revolving credit facility. We are also expecting to benefit from a strong midterm election cycle, with the majority of political media contributions occurring in Q3 and Q4, to positively impact revenue by $8 million to $10 million, representing approximately three percentage points of reported growth year over year. Our current 2026 outlook does not incorporate contributions or expenditures related to the recently announced Kubra acquisition. We remain confident closing during 2026 upon receiving regulatory approvals. As I outlined on our previous earnings call, Repay Holdings Corporation's capital allocation priorities are focused on creating long-term value while maintaining strong cash generation for future opportunities. In light of the Kubra acquisition, our overall capital allocation framework remains unchanged, and we are working toward closing the transaction and then deleveraging. In 2026, we have and will continue to deploy capital towards key strategic priorities of organic growth and M&A catalysts to achieve long-term growth. Our first priority is to remain focused on organic growth opportunities. We continue to make targeted investments to strengthen our position and accelerate our growth opportunities. We have announced strategic M&A and partnerships. The Kubra acquisition is expected to generate compelling value creation opportunities, including the identified cost synergies by streamlining operations, integrating tech platforms, and better aligning Repay Holdings Corporation's overall corporate structure. Following the closing of the Kubra acquisition, we will continue our commitment to prudently manage balance sheet flexibility and leverage. With the strong free cash flow accretion of the combined companies, we are targeting a return to below 3x net leverage supported by strong free cash flow generation, synergy realization, and disciplined capital allocation within eighteen months of closing. We believe maintaining a prudent level of CapEx for product and technology initiatives to deliver the best experience for our clients and their consumers is mission-critical. As we move through 2026, we are focused on accelerating our growth and achieving our 2026 outlook and are committed to implementing our capital allocation strategy. I will now turn the call over to the operator to take your questions. Operator?
Operator: Thank you. We will now open the call for questions. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment while we poll for questions. Our first question is from Joseph Anthony Vafi with Canaccord Genuity. Please proceed.
Joseph Anthony Vafi: Hey, guys. Good afternoon. Nice to see the revenue outlook guidance and the accelerating growth here. I know you do not provide quarterly guidance, but as we look at the year and the ramp on the top line, excluding political media, how should we think about how the quarters progress on the top line? And then I will have a quick follow-up.
Robert Hauser: Hey, Joe. Thanks for the question. We had a strong first quarter, coming in at 4% growth. Excluding political media, we expect the full-year ramp to be at the 7% to 9% growth as we guided. As I talked about last quarter, we had some new client wins that pushed into the second half of this year. In Q1 of this year, we are also lapping some small attrition that happened in the back half of last year. So we are at 4% growth this quarter, and we expect a ramp as we get into Q2 and really into Q3, as some of those new client wins come on. We feel really confident about that. When you include the reported numbers, the 10% to 12% double-digit growth for the year, we have a strong political media cycle in this midterm election season that really ramps in Q3 and Q4, and that is what really gets us to the reported double-digit growth for the year.
Joseph Anthony Vafi: Thanks for that, Rob. And then could you remind us on the dynamic in Consumer? I know you are expanding offerings with some customers, and there is a dynamic that leads to maybe a short-term headwind and then a longer-term tailwind. And then, is there a macro assumption built into the outlook here for 2026?
John Andrew Morris: Hello, Joe. Specifically, we continue to see a stable consumer based on the trends we see currently, and that same outlook is considered in our full-year outlook.
Operator: Our next question is from Peter Heckmann with D.A. Davidson. Please proceed.
Peter Heckmann: Hey, good afternoon. Thanks for taking the question. Just in terms of the Kubra deal and evaluating it versus, let us say, buybacks or other smaller deals, what are one or two of the most compelling aspects of Kubra? What does it bring to Repay Holdings Corporation? And then, in terms of thinking about the combined company, what attributes would you see two years out that really make you feel like either your growth rate, margin profile, or both will really drive additional shareholder value?
John Andrew Morris: Yes, we are very excited about it. It gives us a comprehensive end-to-end digital platform, taking the best of both of us, which really allows us to expand across our bill presentment capabilities, our communication services, and our overall payment processing with our own clearing and settlement engine. We take the strengths of both as we deliver new solutions together on behalf of our clients, and we think that is a great long-term value creation opportunity. I would also point you to slide eight in our earnings supplement. We think we become one of the leading providers in these resilient verticals. It expands our TAM, really increases our scale, and there are some compelling synergies that we have talked about in this transaction. On a post-combined basis, as we look out into the next eighteen to twenty-four months, it gives us what we consider to be very attractive financial strength as well.
Robert Hauser: I would just add that the free cash flow generation of the combined company is what really excites us as well—pretty decent free cash flow conversion as we go into the out years. As John mentioned, we are committed to hitting those synergies, and we are really confident in those synergies out of the gate. We have plans in place and are very confident on day one of close to start executing on those.
John Andrew Morris: Let me touch on a couple of other points I mentioned earlier. It approximately doubles our revenue. We will be able to interact with over 40% of all US and Canadian households every month and process over $130 billion in annual payment volume. These are very nondiscretionary categories with highly recurring billing cycles. Think about this as becoming a very large consumer bill pay processor on a combined basis. We think it is recession resistant as well.
Peter Heckmann: That is helpful. And then on the small, relatively small deal in the first quarter, does that contribute any revenue, or does it eliminate, like, a rev share or residual so it really just has an impact on the EBITDA line?
John Andrew Morris: No additional revenue contribution there. It is a fully integrated strategic partner, so no additional revenue, but it is a fantastic opportunity for us as a highly strategic distribution partner.
Robert Hauser: And on the EBITDA side, it contributed a little less than $1 million in Q1, and it was part of our full-year re-guide for EBITDA—about a $4.5 million increase. And remember, it is not a full year because we brought it in toward the end of the quarter. We hit our quarter guide, and we still feel strong about the guide we gave in the fourth quarter. Really, the uptick was due to this strategic distribution partner.
Operator: Our next question is from Mike Grondahl with Northland Securities. Please proceed.
Mike Grondahl: Hey, guys. John, in the Consumer side—auto and personal loans—how would you describe the headwinds you are facing there versus tailwinds? If you could handicap those two businesses for us, that would be helpful.
John Andrew Morris: Good afternoon, Mike. It has been fairly consistent for the last few quarters, and we are not seeing any major differences. We still see resiliency. One example would be that we had a strong February and March on the Consumer side from a tax refund season perspective. We see positive trends in our volumes. Currently that is what we are seeing, which we think are very stable trends across our verticals.
Mike Grondahl: Got it. And over the course of 2026, any important larger customer renewals to call out?
John Andrew Morris: Specifically for core Repay Holdings Corporation, nothing that I would call out beyond what is normal for us. As most of you are aware, in the payment processing world, many contracts have some type of automatic evergreen. Nothing unusual there.
Mike Grondahl: Got it. And then lastly, you noted your digital wallet capabilities in the press release. Could you highlight those again?
John Andrew Morris: Sure. From a digital wallet perspective, think about your card statement or bill being automatically dropped into your native wallet—your Apple or Google wallet on your phone. We are delivering that solution and are currently rolling some of it out with clients. We will be able to take consumer invoices or consumer bill presentments and present that directly into their native Apple device. We see significant interest from our clients, including billers. We also talked earlier about using AI to help with our product development. Specifically, we have used that to create what we consider to be IVR reimagined into Repay Voice AI, an interactive AI solution on behalf of our billers. When someone calls in and wants to make a phone payment, we are able to use AI to help them drive that. We are in the early stages of testing and rolling some of those things out with our clients but see significant interest in our product development.
Operator: Our next question is from Timothy Chiodo with UBS. Please proceed.
Timothy Chiodo: Great. Thank you. A topic that we brought up on a prior call—we hit on this a little bit—but I see a comment in slide four. It seems as though it has risen to a greater level of materiality. You have a comment that says gross profit margins experience near-term impact from changes to enhanced data programs at the card networks. I was hoping you could expand upon that comment.
John Andrew Morris: Hi, Tim. Yes. We have seen what we expected regarding the impact coming through from Level 2 and Level 3 on the CEDP in the Business Payments side, predominantly on the AR side. We have seen that impact come through as expected, and that is embedded in our annual outlook as well. We do see opportunities from our growth in our B2B space on total payment volume to continue to drive monetization in addition to that.
Robert Hauser: I will just reaffirm that we had always forecasted that impact, and our original guide had baked the L2/L3 impact into our numbers. You are seeing that impact fall through as we expected.
Operator: As a reminder, press star one on your telephone keypad if you would like to ask a question. Our next question is a follow-up from Joseph Anthony Vafi with Canaccord Genuity. Please proceed.
Joseph Anthony Vafi: Thank you. Just one quick follow-up. You mentioned a few new customer ramps that you have good visibility to. Are there any other organic go-get requirements to get to your guidance this year—other than maybe small, normal-course items—or is the visibility pretty good on these new client wins?
Robert Hauser: Thanks for the question. For 2026, we feel really good about those bookings—they are already booked—and it is really about executing on deploying those clients and ramping them in the second half, which we have a lot of confidence around. A lot of the work that our sales team is doing now is starting to focus toward 2027. Our confidence level on those bookings is high; it is just a matter of deploying in the second half.
Operator: We have a follow-up question from Mike Grondahl with Northland Securities. Please proceed.
Mike Grondahl: Hey, guys, just one more. As I was looking through your new May 2026 deck, page 22 lists a handful of acquisitions that you have done. John, what was the best acquisition you did and why? And which one was maybe the toughest and why?
John Andrew Morris: Specifically on acquisitions, acquiring TriSource—which is our back-end clearing and settlement—has fundamentally advanced our understanding of payments and the whole technology stack and infrastructure. Our ability to use that to maximize our overall margins, throughput, and overall client experiences has to rank at the top, though not as a single item. Our B2B acquisitions have been very positive for us as well. On the challenging side, sometimes the smallest ones can be a bit more challenging because of the ability to move certain technology pieces around despite the ROI. Ultimately, the challenge can be in combining things together. We have not done an acquisition in the last three years, so we are very confident in what we have done and how we have merged our tech stack together and enhanced our overall product offerings. We think we are in a really good spot from an overall product competitive perspective. We have really monetized many things across both sides of the business. If you add what we are doing with AI and how we are leaning hard into AI on a lot of different things—investments in integrations and implementations—we have not fully turned our flywheel there as we want to. We will continue to use that to enhance the experience, improve front-office and back-office processes, and speed up implementations. We think there are fantastic opportunities ahead. Combined with what we have learned over the past several acquisitions, this gives us a great deal of confidence in the Kubra transaction. We know execution is critical, but we think we are set up well to execute.
Operator: There are no further questions at this time. I would like to turn the floor back over to John for closing remarks.
John Andrew Morris: Thank you, everyone, for joining us today. Repay Holdings Corporation had a strong start to the year, and we remain focused on executing against our priorities, including closing the Kubra transaction. We are also focused on accelerating toward double-digit reported growth with strong profitability and our 2026 outlook. We believe the Kubra acquisition will put us in a better position to scale and benefit from the opportunities ahead. Thank you so much for joining us.
Operator: This concludes today's conference. You may disconnect at this time, and thank you for your participation.