Okay, great. Thank you all for joining us today. I am delighted to be hosting this fireside with Chris. I am going to do a brief introduction, and then we will get started. We have about 12 questions to go through, and I think we harmonized them and we went through them fairly carefully, and I think they will address most of the questions that investors have sent me over the last week.
By background, Chris joined Shift4 as CFO after serving on the company's Board of Directors for nearly a decade. Chris was a partner, as many you know, at Searchlight Capital Partners. He led a majority investment in Shift4 in 2016, and subsequently the public listing of the business on the New York Stock Exchange in 2020. Prior to that, he was at Oaktree Capital.
I met Chris, we were just remembering, about 10 years ago, and I went into his office. It was after 4:00 P.M. on a Friday. He was at Searchlight at the time. After well over an hour, I was exhausted with his energy and copious knowledge of the industry, which I did not have, and I left exhausted. That was our first meeting, and we are grateful to have been reconnected over the years, especially in this capacity. Chris, welcome. Thank you for joining us today.
Thank you for having me.
I want to start with a perspective type question. In your CFO role, which is now 13, almost 14 months, what would you say are the major changes you have implemented over that time, and what have been the biggest lessons that you have learned? Importantly, how would you describe your current priorities?
Yeah, sure. Great question. Thanks again, Jamie, for having us and the team on here. I am coming up on a year in the seat and it is amazing what can happen in a year. I will start by saying that I was very fortunate to have come into a finance organization in a company that had a really solid foundation from which to support this global expansion and this fast growth at Shift4.
When I came in, the biggest changes were really just about focusing on the integration work that was in front of us, namely with the acquisition of Global Blue, really at the forefront of this year. Importantly, that is an integration that whether it was across leadership, across people, across systems, across ways of working, there was a lot of already existing commonality.
I think there is a lot to be appreciated about our respective organizations that actually have a lot of cultural similarity. A really important example within some of that change in order to bring all of this together was actually benefiting from some of the really high-quality talent and leadership that came with these companies.
Some of which are now key leaders within the finance organization on a global basis. I could not be happier about the ability to bring all of that leadership together into a single operating model, a single structure that, like I said, focuses on really helping Shift4 with the global expansion across all of its different experience economy lines of business. I would say the integration piece is probably one of the biggest things from a change standpoint.
On the priorities front, there are so many, but I will say I will try to keep it to the audience, with the audience in mind. I would say my number one priority for this audience is helping investors understand the business and the financial profile. My background from where I come from, it is one where I am very used to being able to get access to every nook and cranny of information, and that is simply not the reality of the public world. Especially simply because the competition for time and bandwidth in something like an incredibly busy earnings calendar is nearly impossible. We are a dynamic company.
We have bold growth ambitions, a track record of expansion, and it is not lost on me that with that kind of a model comes an ask, a pretty high ask, of information synthesis from investors, who certainly have a lot of competition for their time.
It is our job from a priority standpoint, to really help folks acclimate to the model, to the financial profile, especially in a year like where we are integrating our TFS business, and it has its impacts on the financial profile change. It is our job to really help people try to synthesize that. It has been great to get positive feedback that we are making good progress on that front, with some net new disclosures, some approaches to how to building block up the growth algorithm.
I totally appreciate there is still so much to do, and I really do welcome the investor engagement around it and appreciate the advice that we are getting through it. Those are probably the most appropriate of my priorities as it relates to this audience.
No, that is all well put. It is interesting because the last comments about the adjusting disclosures is thematic throughout fintech. This is going around, and I think the investor base will benefit from it even at the industry level. Revisiting the Q2 and the revised guidance, you reported a strong Q2, including the Middle East impact coming in. That was, I think, correct me if I am wrong, a little bit better or less bad than you had thought on the Middle East.
Yeah, that is right.
At the same time, you did lower guidance. Can you help summarize the quarter for us and the guidance revision?
Sure. Q2 was a record quarter. We delivered a record Q2. We delivered results ahead of guidance across the board, like a 51% year-over-year growth in our gross revenue less network fees or GRLNF. 39% year-over-year growth in adjusted EBITDA, and delivered on $21 million of adjusted free cash flow against $10 million guide. We view it as a really important kind of demonstration of resilience.
When you look at it through the lens of the building blocks, the growth algorithm that we introduced at the beginning of the year, we are also really proud of how that is tracking through to the year-to-date results. We have pretty much the five categories almost, like the payments-based revenue Americas worldwide, TFS sub and other. Effectively, everything is either intact or ahead. Payments-based revenue, for example, that is our North Star of growth.
In the Americas region, we saw a 19% year-to-date growth. In the worldwide region, it is growing more than 50%. Keep in mind that is against a growth algorithm variable that we believe high 20s. We are probably exceeding that in the total for the year. I do think that that is an important distinction that 50% is not what we expect for the full year.
The tax-free shopping business, to your point, is growing right in line with the growth algorithm despite the fact that it has been impacted by this Middle East travel disruption and the conflict. I do want to take a moment to remind people, though, in the growth algorithm for tax-free shopping, we started the year acknowledging that this was year one. This is the first year you own a business.
In my years of experience of owning companies, your year one has to be conservative. I think we even used the words conservative when we described our growth outlook on tax-free shopping. We thought it was an appropriately conservative variable to put MSD down there because first year running a business, they have a way of surprising you.
This definitely was one of those types of years. Historically, this is a business, when it was standalone public, we acknowledged that it had historically given a high- single digit, low double- digit growth outlook for it. When we look at mid-single digit growth algorithm actually being hit, it is important to remind people that that was a conservative variable at the outset of the year. We do think that there is the opportunity for that business to accelerate.
For example, the underlying luxury goods market that it serves, that grows mid-single digits just as a market variable. When you think about what we do as providing a digital payment ecosystem for tax-free shopping of these luxury goods, we are benefiting from the tailwind of existing TFS markets digitizing. We are benefiting from new TFS markets opening globally.
We are going to outgrow that underlying MSD luxury goods market. I also think that given the disruptions that we saw there, we are definitely pleased to see that the resilience of the business across its other geographies is what has made this business perform the way it has. Strength from the U.S. consumer going to Europe, that is an outperforming corridor.
Or strength within the Intra-Asia corridor, those are really absorbing the underperformance or the impacted corridors of Southeast Asia flying through the Middle East and trying to get to Europe, or the GCC consumer trying to get to Europe. We like this global diversified resilience that TFS has, and this is not an anomaly. It has demonstrated this kind of diverse resilience throughout its history, and we have tracked this business for years.
In short, as we look at the business in total, the growth algorithm variables, we feel pretty validated that this is exactly the high-quality business we expected it to be. People should not mistake our year one conservatism as sort of the long-term view on growth. The last thing I would say about the quarter, we delivered another consecutive quarter of low double-digit organic growth in the business.
On an FX neutral basis, Q2 actually had organic growth expand by about 145 basis points over Q1. That is something we are proud of. Look, it is a lot in the quarter to consume, but it is, in our minds, a demonstration of a really positive outcome and a really strong quarter.
When you take that into consideration against what we are operationally trying to achieve, expanding internationally, integrating our most material investment to date, navigating geopolitical and macro volatility, I cannot imagine a better way to sum it up than to say that this is a demonstration of durability and resilience. The kind of performance that Q2 demonstrated. Your second question was about the guide, I think, if you wanted me to go there.
Please. Yeah, let us do it.
Yeah. In terms of the full year guide, in the quarter, we revised guidance to incorporate the Q3 estimated impact of the Middle East conflicts, travel disruption continuing, as well as the impact of FX on the business from a translation standpoint.
We also, for the purposes of helping people appreciate and understand adjusted free cash flow and EPS, we reminded people about the impact that the new $1 billion incremental Term Loan B would have on the business. When you take all of those pieces together, they all impact a revision on the guide. I think for reasons that, one, were telegraphed as it related to the Middle East variable.
But in terms of the capital structure, I think is a very positive one in the sense that we now have termed out any maturities all the way to 2031 to when our undrawn revolver would come due. But in terms of funded debt, our maturities are pushed all the way out to 2032.
Then on the revenue side, though, to come back to it, the midpoint of the revised revenue guidance was only reduced by 100 basis points on an FX neutral basis. And we would like to believe that, given that that was well telegraphed, should have been appreciated, should have been well understood. But, at the same time, can appreciate where there might have been some differences of opinion on that.
So, in terms of the organic trajectory, as you mentioned, the organic accelerated in the second quarter. You delivered low double-digit organic growth in the first half overall, correct me if I am wrong. I find one of the debates among investors is the GRLNF guidance relative to the organic, because it may appear to some to be backend loaded. So long-winded question, but what does the guidance assume for organic GRLNF in the back half?
Yeah. No, it is a great kind of clarifying question. I can appreciate why you are asking it. I am sure a lot of investors have been inbounding to you about it. We have been getting our fair share of clarifiers around it as well. So, organic for the first half has been low double digits, kind of a back-to-back 11%. I mentioned on an FX neutral basis, Q2 actually accelerated over Q1 by about 145 basis points.
In the back half, a couple of things are happening. One, because of the anniversary of the close of Global Blue, tax-free shopping will come into the organic, and Global Blue as a whole will come into the organic in the third quarter, and Smartpay comes into the organic in the fourth quarter.
And you factor that into the equation, if you acknowledge that tax-free shopping, the largest part of Global Blue, is growing at kind of this mid-single digit growth rate. We acknowledge that the Middle East conflict is continuing. It is reasonable to assume that a reported growth rate of the guide in Q3, 10%, that should come with an organic growth rate that is high single digit as all of that math comes together.
And that shouldn't be a surprise to anyone. At the same time, we also acknowledge that if not for the $25 million impact that we are forecasting into Q3 for the Middle East conflict, this organic variable would be low double- digits, and it would have been an expansion to Q2. So that is probably the first thing I would look to say.
In total, the back half has these kind of pieces that you need to put together, and we generally have had some questions about that. I'd say the other thing that people have been asking about, and I think they're sort of mismodeling, is that the contributions for Bambora and Smartpay in terms of how they're impacting the business in the reported versus organic.
I think they're being overestimated because folks are probably applying gross revenues associated with those businesses as opposed to net revenues or what we would call gross revenue less network fees. We've had past disclosures around that to help people understand what those are. But I do think there's probably some overestimation on the impact of those businesses embedded within it.
The net takeaway that I think people should appreciate is that as this comes together the Q3 reported kind of guide point of 10% +, that converges with our organic. As it all rolls together, the organic number is probably an HSD. But if not for this Middle East conflict variable, that would've been an LDD.
Thank you for that. In when reviewing the 10-Q, you disclose a $300 million acquisition in here, and it's account-to-account related. Can you provide some additional color on that acquisition and why you found this to be a good use of capital allocation, and how it fits in strategically?
Yeah. Another popular question, for sure. First, I will say that as a reminder, our capital allocation framework is consistent, has been consistent for years. The three parts of it, we invest organically in this instance. We have a lot of organic opportunities in front of us as we open up new markets geographically, as we achieve record levels of investment into the platform, into the technology of the business, and we have really great unit economics to invest behind.
That's definitely an attractive area for us. Inorganic opportunities are finally starting to show themselves. In quarters past, we've observed that there was a pretty wide discrepancy between public market valuations and private market valuations.
That's finally starting to compress, and assets that we've deemed strategic and would accelerate existing objectives that we have are finally starting to show themselves, and this account-to-account payments acquisition would be a good example of it. Our bucket three of share repurchases and being able to deploy capital against our capital structure has been an area we've been active. We were intentionally conservative in the second quarter around it, but it is an area that continues to show itself as potentially an attractive area to deploy capital.
I say all of that for context because it helps people appreciate that we do have to balance this at all times. It's not new for us to look at the framework this way. But right now, all three variables within the framework seem to have attractive areas to deploy capital around, and so the bar is just higher.
I think that ultimately should express itself in terms of good outcomes. But it's not lost on us, on the decision makers that are at the company that impact capital allocation decisions. It's not lost on them that the bar is simply higher. When a dollar of capital has to fight for its return, that is now just a higher bar across the board.
Now, to be more specific, account-to-account payments is a capabilities enhancement. So for those that have followed us for a long time, we have a few different buckets for our tuck-in acquisition categories. This is a capabilities enhancement that we think is a really intriguing one. The ability to have a bank-based money movement capability within the payment platform, that's something that appeals to varying types of high-ticket type transactions.
It is something that is utilized much more in international and global markets, and it's highly complementary to the places that we are expanding into and the parts of the experience economy that we serve. Especially parts that are less carded, we'll say, and are areas that happen to have often higher tickets associated with them.
It's also complementary to the capabilities enhancement that we recently were able to acquire in the form of ACH capabilities from the Bambora North America transaction. So I would like to add that component of it too. So we've been very thoughtful about capabilities enhancements onto the platform, tuck-ins that accelerate an existing strategic initiative. But we also want investors to take away from it that the bar is high and we're aware of that. So the attractiveness of this transaction was something that really stood out.
I would also say just as a reminder, you started with the question of phrasing it as a $300 million acquisition. Importantly, it's $140 million of upfront purchase price, and then the balance is contingent consideration. That's been pretty typical of our transactions that we would have these multi-year contingent considerations that are meant to drive alignment towards achieving objectives.
Objectives that are in our minds high-value objectives that ultimately we and our shareholders would want to see achieved. So this is a transaction that we've been advised will go through regulatory and close in an estimated 90 days. Importantly, this is not in the guide. That has been our standard practice to if we were including something in our guide that was a signed transaction, it's only ever happened historically because the closing was imminent within a day of the announcement that we were making. So very clearly, this transaction is not in the guide.
Okay, that's an important point. I wanted to ask you about the experience economy. You guys have a lot of mind share in a number of different areas in payments, sexy tech, and obviously stadiums. Can you speak a bit more about the experience economy and why this is an area you view as strategic?
Yeah. Look, I love this question because it is the way we think about ourselves. It is the way that I'd like to believe our brand ought to evolve. It is an emphasis point that we have the right to win in because of the power lanes of where our market leading propositions are. The experience economy is like a what is it at the highest level. It's really touching on this overarching concept that consumers are favoring experiences.
The allocation of especially affluent and aspirational consumers towards experiences is something that has an above average discretionary growth rate tied to it. Whether it's coming from us, whether it's coming from the airlines themselves, whether it's coming from hoteliers talking about opening much more five-star versus economy, the airlines talking about generating their revenues from the front of the plane versus the plane overall.
I think this concept of being a leader in the experience economy is really just about aligning yourself to a growth trend that is likely to outpace an underlying growth trend of discretionary spend, but one that's far more durable. When we think about being able to work with merchants and be their commerce partner in serving luxury retail for the luxury travel shopper, or the fan that is going to stadiums for pro sporting events or concerts.
Our ability to deliver in an environment like the World Cup across every stadium in the U.S. and Canada, and then serve that merchant who's trying to serve the consumer in these resort ecosystems, in these tableside dining establishments. Overall, that is demonstrating itself to be a good macro trend to be aligned towards. Another important part of it is that it's a trend that is very in-person.
It is very physical. It is actually happening in the real world. When we think about the roots of our company as being something that was very focused on operational excellence, physical provisioning, being able to support a Super Bowl in terms of its level of spiked demands, demanding commerce environment.
We take a look at our DNA, and we know what we are good at, and we want to take that capability, bring it globally, and bring it all across the experience economy where demanding in-person payments are required. It doesn't mean that we do not do e-commerce and omni-commerce well. I think that is table stakes if you need to take a reservation in a hotel. But in short, we like the underlying trends of this mega trend shift towards experiences as an underlying market growth.
But we also acknowledge that our point of difference is high demand in-person environments, where we can be a commerce tech partner for some of the biggest tastemakers in the world. The last thing I would say is that we are also starting to see a real convergence across a lot of these industries where restaurants are in hotels.
That is not necessarily new, but for sports teams to now have hotels, build out shopping and retail and restaurant districts around their stadiums, and really want to own that in support of an ever-growing set of valuations in sports and entertainment. We are just starting to see our experience economy converge, and so the phone is ringing for us because of our ability to interoperate across all of these different verticals and see our ability to perform in places like World Cup and Super Bowl.
All right. That makes a lot of sense. I hear you loud and clear on the experience economy. I wanted to ask you about revisiting the Investor Day algorithm. So you guys had a great Investor Day in February 2025. There was a lot of incremental disclosures. There was a great amount of detail about the strategy of the company, the tactics of the company.
At that time, you had laid out mid-teens Americas, high 20s worldwide, mid-single digit TFS. Now we are 18 months in. Worldwide is running 52%. You alluded to this earlier. TFS is seeing corridor pressure. So how do you think about the algorithm now? Does it need rebasing, or is it dispersed enough so it comes in as expected?
Yeah, I would say that the growth algorithm that we introduced at the start of the year is the way to think about the business, certainly through my lens. I came into this role with the priority of really wanting to help bridge, as it relates to the investor community, really help bridge the how do you model the business, how do you think about the building blocks of growth, and how do you acclimate to the new financial profile of the business, especially with TFS coming into the equation and its seasonality dynamics and its margin profile.
You take all of that together, and I think it is important to then step back and acknowledge that this growth algorithm and the way we talk about the business now is probably the best way to not just model, not just track, but to, we will say, continue to track the business in a way that will map the data points that we are providing.
What we intend to report out on consistently is the pieces of the growth algorithm, the disclosures that we have laid out, whether that is the various disaggregated revenue categories, the organic disclosure. I do think we are going to be much more front-footed around FX components and the impact on that in disclosures. I think it is important to just look at the current when thinking about how to best appreciate the financial profile of the business.
Okay. Thank you. I am going to come back to the adjusted free cash flow, but I did want to get a perspective on the Global Blue cross-sell. I think Taylor had said on the Q2 call, Global Blue is somewhat different than past cross-sell playbooks. You are deliberately investing in the sales build-out across countries, and anticipating a meaningful synergy benefit, not in 2026, but more over in 2027. What are the early conversations looking like on the cross-sell? I think you have a goal of a few thousand merchants per month exiting a year. How are you trending towards that indicator?
Sure. I think it is important to start with the context and the level set that when we embarked upon the announcement of the Global Blue transaction, we highlighted this $80 million synergy potential, and that that would be very much a 2027 event. When we think about reporting out against hard and fast figures, KPIs, that we will do so as we move into that time period.
The most important milestones, though, that I do think are tracking and what we are trying to report out to people are the operational milestones. That is why in the prior quarter, we were really focused on reporting out on the product milestones of something like Shift4 One and DCC and talk about where we are with that from a readiness standpoint.
The integration milestones of the company as a whole, making sure that go-to market was aligned, making sure that the operational support systems, ways of working are aligned, and that leadership was aligned. I think those things we reported out on as positive.
As we moved into the Q2, the critical milestone that I think we wanted to emphasize the most was how many countries we were live in and what is our goal that we had set out. We had set out the 15 country target and we are tracking to in Q2 disclose that we were at 12. I do think that is one of the most important operational milestones to have an appreciation for.
But as it relates to Shift4 One, we are really pleased by the progress and really pleased by the way that the commercial resources are growing, the way that we are live in those countries. The only thing I would add, though, that I think often gets lost is the appreciation that when Shift4 One is "live" in a country, it means that all of our in-person payment capabilities are tax-free shopping integrations to those payment capabilities.
Our DCC capabilities or dynamic currency conversion solutions are all live in these countries. That means that the infrastructure has already been laid out for us to bring all of our other market leading solutions, potentially as fast follows into these live markets. We talk about Shift4 One being live in 12 countries, but we also announced that in Q2, Shift4 Dine got live in two new countries.
That component of the narrative, I think, does get lost and is underappreciated about why we bought into or invested into all of the infrastructure that came with the pan-regional markets of Global Blue. Just wanted to add that as a piece that I think often gets a bit lost.
This reminds me of the Friday meeting 10 years ago where we covered a lot of territory, and there was more to go. You and me, Chris, so I am delighted to have hosted you today and gotten your perspective. There is a lot more we could cover. Unfortunately, we are running out of time. But we are grateful to you, Chris, and Shift4 and Tom and Paloma for joining us today. Folks, I think that you guys just stay here. Chris, you too. Then we have additional meetings coming up with Mastercard shortly and the rest of the day. Thank you, Chris. Thank you very much.
Thank you, Jamie, and thanks to Susquehanna team. Appreciate it.