Greetings. Welcome to Repay Holdings Corporation's Acquisition Overview Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note this conference is being recorded. I will now turn the conference over to Stewart Grisante, Head of Investor Relations. Thank you. You may begin.
Thank you. With us today are John Morris, Co-founder and Chief Executive Officer, and Robert Houser, Chief Financial Officer. The press release and investor presentation regarding today's announcement are available on the company's IR site. During this presentation, we will be making forward-looking statements about our beliefs and estimates which include, but are not limited to, the transaction rationale, financial benefits, combined metrics, expected future financial and operating results, objectives, and expectations 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 announcement and in 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. Explanations of those non-GAAP financial measures can be found in today's press release and in the investor presentation, each of which are available on the company's IR site. With that, I will now turn the call over to John.
Thanks, Stewart , and thank you everyone for joining us today to discuss this exciting news. Today's announcement advances Repay on our transformational journey to become a leading bill payment provider. We're excited to announce that Repay has reached a definitive agreement to acquire KUBRA for a purchase price of $372 million. With this combination, we are creating a scaled bill payment provider with the breadth, technology, and market position to lead the next chapter of digital bill payments across North America. Let me explain why this transaction is so compelling. Repay has built a market-leading payment processing platform across the consumer finance verticals. KUBRA has built a market-leading billing and consumer communication platform across utilities, government, and insurance verticals. Together, we will offer a comprehensive end-to-end platform spanning bill presentment, communication services, a best-in-class clearing and settlement engine, and payment processing.
That is a unique and powerful combination in the market today. The combined scale is significant. Together, Repay will interact with over 40% of U.S. and Canadian households every month and process over $130 billion in annual payment volumes. Our combined 2025 revenue is approximately $548 million, with Adjusted EBITDA of approximately $178 million. We will operate across 18+ dynamic verticals, serving non-discretionary categories with recurring billing cycles. For those learning about KUBRA today, KUBRA is a leading billing consumer communications platform serving some of the largest utility and government entities in North America. Their platform spans billing and payments, alerts and preference management, AI-powered solutions, mobile apps, and utility mapping. KUBRA serves over 250 clients today through a deeply integrated offering connected to ERP providers across their core verticals.
The company's headquarters is in Mississauga, Ontario, Canada, and operates through regional hubs in the U.S. What makes this acquisition particularly powerful is how complementary the two businesses are. Both companies share a go-to-market approach built on a deep software integrations and vertical expertise. KUBRA brings 30+ years of experience to utilities and regulated end markets. Repay brings deep expertise in consumer finance and a proven payment technology platform. By combining these strengths, we create robust opportunities to expand with existing clients, integrate with new software partners, and win new business across every vertical we serve. Upon closing, KUBRA will be led by industry veteran Rick Watkin, KUBRA's current CEO, and report directly into me. I've gotten to know Rick over the past years as we discussed the potential companies together as one. Rick brings decades of KUBRA and utility vertical expertise.
I'm excited to welcome the KUBRA family into the Repay family as we embark on the vast opportunities ahead. Before I turn the call over to Rob, who will go over the transaction details, I wanted to highlight the long-term value that this acquisition brings to Repay. We have identified compelling expense synergies, platform cost savings, and revenue opportunities that we expect to achieve over the next three years. This transaction is expected to be approximately 25% accretive to free cash flow by 2028. The scaled platform of profitable growth and free cash flow generations positions Repay to quickly delever and reignite Repay's strategic evolution while enhancing organic growth into the future. With that, I'll turn the call over to Rob to go over the transaction details. Rob?
Thank you, John. We appreciate everyone for joining us today to discuss this announcement and transformation underway. As we noted in our press release and supplementary materials, Repay has entered into a definitive agreement to acquire KUBRA for a purchase price of $372 million. The all-cash transaction will be financed with a combination of cash on the balance sheet and a $500 million term loan issued between signing and closing. Repay has obtained committed financing and plans to replace the existing revolving credit facility as part of this transaction. This gives us ample liquidity and financial flexibility as we move forward. Net leverage is expected to be approximately 4x at closing when including transaction-related adjustments and synergies. Importantly, with the strong and predictable free cash flow profile of the combined companies, we expect to reduce net leverage to below 3x w ithin 18 months of closing.
Rapid deleveraging is a clear priority. We anticipate the acquisition to close during the second quarter of 2026 and is subject to regulatory approvals in the U.S. and Canada. Let me now discuss the combined financial profile. On a combined basis, Repay's financial profile will have increased scale with continued strong free cash flow generation. The combined 2025 financial metrics are revenue of approximately $548 million and Adjusted EBITDA of approximately $178 million. The acquisition of KUBRA is expected to generate compelling value creation opportunities, including identified synergies. The company expects the acquisition to be free cash flow accretive by 25% in 2028.
We expect to drive approximately $15 million of annual run rate expense synergies by 2028, primarily by streamlining operations, integrating tech platforms, and better aligning Repay's overall corporate structure. Repay's team has identified revenue opportunities across the combined client base. We plan to expand Repay's payment capabilities with both existing and new clients, leading to increased digital payment adoption and client retention. Additionally, KUBRA provides extensive communication services, which we expect to roll out across Repay's consumer finance verticals. Once the company's technology infrastructures have been integrated and optimized, we expect to generate platform consolidation and CapEx savings of $5 million plus by 2028, resulting in CapEx dropping below 10% as a percentage of revenue.
In summary, this is a transaction that enhances Repay's scale, further diversifies our revenue base into attractive non-discretionary verticals, and creates a clear path to significant value creation through identified synergies and revenue opportunities, all while maintaining our commitment to rapid deleveraging and strong free cash flow generation. Repay will continue to execute on our organic growth initiatives as we work towards closing over the coming months. I'll now turn the call over to the operator to take your questions. Operator?
Thank you. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants choosing speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question is from Peter Heckmann with D.A. Davidson. Please proceed.
Good morning. Thanks for taking the question. In terms of the deal, in terms of 250 clients, so those are customers providing services to consumers, so billers, and they are in turn reaching 40% of households in the U.S. and Canada. Can you talk a little bit about, like, the relative size of their customers and whether they're on long-term contracts, long-term relationships, and a little bit more characterization of within those three main verticals, utilities, public sector. Is public sector primarily also utilities? Within insurance, what areas of insurance do they have some expertise?
Yes. Good morning. Thank you for your time this morning, Pete. Yes, these are large enterprise billers. They're directly billing to consumers. Obviously, they have for utilities, they have businesses as well, but very large utilities and government. Predominantly, it will be heavier maybe in the utility government space, if you think about utilities and water, power, light. That is scaled across the U.S. as well. It would lean more towards the segment. Probably have more utility and government in it than it would, you know, specifically insurance. Overall, though, you know, as we say, it touches over 40% through all the services that it provides. We touch over 40% of the U.S. and Canadian households.
Yeah, Peter, and this is Rob. Oh, sorry, go ahead. This is Rob. I just on the 40%, we're touching through payments but also through the communication services that KUBRA provides, which allows them. They have some really extensive good technology where they communicate to consumers. For instance, when your power's out, they provide grids that show the outage maps for power companies and notifications around power, water. That extensive capability is what really touches a lot of consumers across both Canada and the U.S.
Let me add as well, KUBRA's been around since 1992, right? Probably one of the first leading providers in the overall space, which is pretty amazing. Our opportunity to just be able to partner and combine with someone who is just a leading provider already in these verticals. On average, many of these clients have been customers, although you know the government or utility space is a heavy RFP business. These clients have been customers for years.
That's excellent. Okay, great. Just one follow-up. Within KUBRA's current revenue stream, is there any notable amount of pass-through interchange or things like postage related to communications business?
No. They report net. I mean, they're from a gross basis, there is some postage that goes through, but we will be reporting net when we consolidate the two companies together, which would exclude that.
Okay. Thank you.
Our next question is from Joseph Vafi with Canaccord Genuity. Please proceed.
Guys, good morning. Congrats on the transaction announcement here. Just maybe we could get into, you know, your thoughts here strategically on timing. Sounds like you've known these guys for a while. You know, maybe just some thoughts, John, on, you know, why pull the trigger on this transaction now? And then, you know, just thoughts on delevering. Clearly, it looks like you're gonna delever here pretty quickly. Do you see the kind of higher leverage perhaps? You know, I mean, just thinking if there were other priorities in the business that, you know, maybe cash could have gone to without the acquisition, and now we're gonna delever. Thanks.
Good morning, Joe. Yes. As we've always said, over the last several quarters, even the last several years, you know, we've been doing acquisitions since we went public in 2019. We've actually de-levered all the way to where we are today, which obviously allows us to do something like this. We've been very disciplined on the inorganic side here for the last three years, looking for great opportunities like this that are super strategic to us. The number one priority always for us is organic growth, and we've been investing there. We continue to invest there. As we said last year, some of those investments is overall in our process as well as our sales, our enterprise sales team. Those things are.
We see the fruits of some of those coming through as we look out into 2026 and into 2027. Those are still gonna be high priority, even a high priority for KUBRA. We wanna make sure that that's that piece go-to-market is still very strong. Obviously, investing in our technology, which you've seen us do. We think we have very good technology on our products stack and our technology stack are in a really well position. We have been investing there. This is, as you said as well, I've known Rick for some time, even. The market opportunity is. I've always said, don't get to choose when great companies are available in the marketplace. This happened to be great timing for us.
I'd just add on the deleveraging, you know, as we've said on the call, this business is cash flow accretive, free cash flow accretive, by 2028. We have identified synergies that we feel very strongly that we can achieve. Our commitment to delivering those synergies and the free cash flow profile of this business allows us to deleverage, like we said, with under 18 months. We feel very confident about that.
Great. Congrats. Thanks, guys.
Our next question is from Charles Nabhan with Stephens. Please proceed.
Morning, thank you for taking my question. I wanted to follow up on the question around deleveraging. First, would you consider selling any non-core or subscale assets within your current business mix to expedite the deleveraging process? Secondly, is there anything you could say about the free cash flow conversion profile of KUBRA?
Yes. This is Rob. Thanks for the question. You know, we're still very excited about our other businesses at Repay. We think there's cross-sell opportunity when we bring the two companies together to leverage some of those businesses. You know, no, we're pretty happy with that, and we're gonna continue to focus on those businesses as well. Although, you know, with KUBRA coming on board, we're obviously a larger consumer business, consumer payments business, but there's a lot of opportunity with our B2B business and a cross-sell capability.
On a de-leveraging aspect on free cash flow, the free cash flow profile of KUBRA, with the synergies, the synergized free cash flow, is in line with similar to what we have at REPAY. We feel very good because of the execution of those synergies. The free cash flow conversion and profile will help us get there from a deleveraging perspective, as we said, in under 18 months. It's pretty strong free cash flow profile with the synergies that we've identified.
Got it. As a follow-up, I want to drill into the synergies a little bit. One of your core competencies and advantages within REPAY is your back-end processing capabilities. I was wondering if you could double-click on what that means for the combined company and if you see any synergies from leveraging those capabilities with the combined asset.
Yeah. Good morning. Obviously we have our own ecosystem, which is very attractive. As we evaluate those on a long-term basis, we think there's a great opportunity for us on a go-forward basis to use all those unique technology assets, including that scale. That's the one advantage you get of scale, is that efficiency of having those systems. As you've heard me say over time, we need to be bigger. This is an absolute great opportunity for us to almost double revenue, increase our scale and volume over 130 billion. That is going to help us over time. We'll be strategic about it. Obviously, we have clients, and we don't wanna do anything that would disrupt the payment flows of our clients. But there should and will be some opportunities for us to capitalize on that.
We haven't overestimated that in our synergy expectations, but we know that there's some opportunities there as we've proven that historically. By owning our own tech stack, owning our own true payment expertise in our ecosystem, so that we'll see some opportunities there.
I would just add, you know, John. John makes the point about ecosystem. The uniqueness of bringing these two companies together is that we'd have the complete ecosystem. We have bill presentment, we have the bill payment, and we have the back-office processing. A lot of companies sometimes have to partner to get those, and Repay brings all that, the combined company under one roof. That offers a lot of opportunity, again, to John's point around scale.
Appreciate all the color, guys. Thank you.
As a reminder to star one on your telephone keypad if you would like to ask a question. Our next question is from Timothy Chiodo with UBS. Please proceed.
Great. Thanks a lot. I wanted to talk a little bit about just overall take rate. I know there was a combined volume number there, but if you could just give a rough sense around the take rate of the business when viewed on the net revenue divided by volume basis and how that's trended over time. As a slight follow-up to that, you had mentioned earlier that it's already netted down in terms of the net revenue on one of the prior questions, but, revenue down to gross profit, if you could just give us a sense there. I have a brief follow-up, but thank you and congratulations, John.
Thanks, Tim. I'll start with the volume. The 130 billion, as you know, we specifically don't report on a quarterly basis our overall volumes. That will not be something we'll continue doing. We just wanna give you something of the magnitude and the scale. That also includes volumes such as ACH volume, which today we don't report as well. If you're looking at it from a total take rate perspective, it'll be hard to back into that specific number here. Overall, the revenue generation piece, we'll obviously be following 606 on our revenue generation side of that. You could tell on the, you know, the margin side, this has a little bit lower margin.
We'll wind up on an Adjusted EBITDA basis and in the low-to-mid 30s% on a combined basis.
Yeah. Part of that margin-
Oh, sorry.
Part of that margin profile, just to add to that is, you know, large enterprise clients with KUBRA. Large enterprise clients bring a little bit lower margin profile, but again, long-standing, recurring, non-discretionary volume, which is a pretty nice thing to have and are synergized EBITDA over time. You know, we feel really good about it.
Perfect. Thank you. Yeah, that's all very clear. Really appreciate it. John, you kinda already anticipated my follow-up proactively by saying around the ACH and debit part, but if possible, if you don't mind just giving a little bit of mix on how that looks across ACH and debit. I'm guessing that's the two main forms, but if there's anything else in there.
Yeah, obviously, we don't break it out, but specifically in the overall large enterprise consumer, especially in utility, you're gonna lean more towards the ACH world, as just kind of think about it, the automatic drafting from your bank account. That's gonna be heavier in that space. Inside of this as well, we have large opportunities for communications, various types of communications as we were talking about. There's things around utility mapping, things around alerts and preferences. Just overall, it's a very scaled opportunity for us. Tim and the whole team here, this makes us one of the biggest bill payment providers in the U.S., right?
The scale of these non-discretionary verticals, the ability to really diversify us on the recurring payment methods, that's a recurring payment flows is fantastic if you think about that. Strategically, very strategic overall. These were verticals that we had wanted to organically go into that would have taken us years. To be able to partner with one of the best and biggest in the space is pretty amazing to have that opportunity to do that. We're really excited about that. It does make, you know, consumer payments itself would be about 45% on a forward basis. KUBRA makes up about 45%, and the business payments would make up about 10%. Diversification, we already have these non-discretionary payment flows in Repay's current business.
This adds even more stickiness to that on an overall enterprise basis. Really excited about that. If you look at and then Tim has spoken about the free cash flow, the accretive part of that going out into 2028. Scale with ability to drive even more cash flow once we've executed on our synergies, executed on some of our strategic plans here as we look into 2028. Bigger in revenue, bigger in cash flow. We think that makes a really dynamic opportunity for us.
Tim, I would just add real quick that it's got an ACH and debit profile, but there's also a sizable credit profile, so they do take credit card payments and the utility space for sure. There'll be a credit volume as well.
Oh, excellent. All right. Thank you. Actually, I apologize. I normally wouldn't do this, but if you don't mind if I throw in one more. I apologize if I missed it in the presentation or the slides, but did you mention maybe what to call it, a last three-year CAGR growth rate or so, or is it more that we should be looking at that mid-single digit number for the industry? In other words, what has been the growth of the business over the last, call it, three to five years and maybe what's a reasonable go forward growth rate expectation?
Yeah. I would, for purposes of modeling right now, I would stay with where the industry is in the mid-single digit range. We'll provide more color when we close and give a guide, but I would probably think of a mid-single digit range.
Okay, excellent. Thank you for taking all the questions.
No problem. Thank you.
This now concludes our question and answer session. I would like to turn the floor over to John Morris for closing remarks.
Thank you, everyone, for joining us today. Today's announcement further enhances REPAY's position to derive value for our clients by offering a comprehensive end-to-end digital platform and support their customers. The Repay of tomorrow is built to scale across non-discretionary verticals and further benefit the vast opportunities ahead of us. I look forward to sharing more on our progress throughout 2026 and beyond. Thanks again for joining us today.
Thank you. This will conclude today's conference. You may disconnect at this time, and thank you for your participation.