Repay Holdings Corp Fair Value Disclosure
6. Fair Value of Assets and Liabilities
The following table summarizes, by level within the fair value hierarchy, the estimated fair values of our assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the
Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented.
|
|
December 31, 2025 |
|
|||||||||||||
($ in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
115,692 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
115,692 |
|
Restricted cash |
|
|
39,960 |
|
|
|
— |
|
|
|
— |
|
|
$ |
39,960 |
|
Other assets |
|
|
— |
|
|
|
2,500 |
|
|
|
— |
|
|
|
2,500 |
|
Total assets |
|
$ |
155,652 |
|
|
$ |
2,500 |
|
|
$ |
— |
|
|
$ |
158,152 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Borrowings |
|
$ |
— |
|
|
$ |
387,048 |
|
|
$ |
— |
|
|
$ |
387,048 |
|
Tax receivable agreement |
|
|
— |
|
|
|
— |
|
|
|
200,941 |
|
|
|
200,941 |
|
Total liabilities |
|
$ |
— |
|
|
$ |
387,048 |
|
|
$ |
200,941 |
|
|
$ |
587,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
December 31, 2024 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
189,530 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
189,530 |
|
Restricted cash |
|
|
47,179 |
|
|
|
— |
|
|
|
— |
|
|
$ |
47,179 |
|
Other assets |
|
|
— |
|
|
|
2,500 |
|
|
|
— |
|
|
|
2,500 |
|
Total assets |
|
$ |
236,709 |
|
|
$ |
2,500 |
|
|
$ |
— |
|
|
$ |
239,209 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Borrowings |
|
$ |
— |
|
|
$ |
482,852 |
|
|
|
— |
|
|
|
482,852 |
|
Tax receivable agreement |
|
|
— |
|
|
|
— |
|
|
|
203,645 |
|
|
|
203,645 |
|
Total liabilities |
|
$ |
— |
|
|
$ |
482,852 |
|
|
$ |
203,645 |
|
|
$ |
686,497 |
|
Cash and cash equivalents
Cash and cash equivalents contains operating cash and money market funds. They are classified within Level 1 of the fair value hierarchy, as the price is obtained from quoted market prices in an active market. The carrying amounts of the Company’s cash and cash equivalents approximate their fair values due to the short maturities and highly liquid nature of these accounts.
Restricted Cash
Restricted cash is classified within Level 1 of the fair value hierarchy under ASC 820, as the primary component is cash that is used as collateral for debts. The carrying amounts of the Company’s restricted cash approximate their fair values due to the highly liquid nature.
Other Assets
Other assets contain a minority equity investment in a privately-held company. The Company elected a measurement alternative for measuring this investment, in which the carrying amount is adjusted based on any observable price changes in orderly transactions. The investment is classified as Level 2 as observable adjustments to value are infrequent and occur in an inactive market.
Borrowings
The revolving credit facility and convertible senior notes are measured at amortized cost, which the carrying value is unpaid principal net of unamortized debt discount and debt issuance costs (“DDIC”). The estimated fair value of the revolving credit facility approximates the unpaid principal because its interest rate approximates market interest rates. The estimated fair value of convertible senior notes is determined using the quoted prices from over-the-counter markets. The estimated fair value of the Company’s borrowings is classified within Level 2 of the fair value hierarchy, as the market interest rates and quoted prices are generally observable and do not contain a high level of subjectivity. As of December 31, 2025 and 2024, the Company had $0 drawn against the revolving credit facility.
The following table provides the carrying value and estimated fair value of borrowings. See Note 10. Borrowings for further discussion.
|
|
December 31, 2025 |
|
|||||||||||||
($ in thousands) |
|
Principal Amount |
|
|
Unamortized DDIC |
|
|
Carrying Value |
|
|
Fair Value |
|
||||
2026 Notes |
|
$ |
146,508 |
|
|
$ |
(31 |
) |
|
$ |
146,477 |
|
|
$ |
145,189 |
|
2029 Notes |
|
|
287,500 |
|
|
|
(5,956 |
) |
|
|
281,544 |
|
|
|
241,859 |
|
Revolving credit facility |
|
|
— |
|
|
|
(1,479 |
) |
|
|
(1,479 |
) |
|
|
— |
|
Total borrowings |
|
$ |
434,008 |
|
|
$ |
(7,466 |
) |
|
$ |
426,542 |
|
|
$ |
387,048 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
December 31, 2024 |
|
|||||||||||||
($ in thousands) |
|
Principal Amount |
|
|
Unamortized DDIC |
|
|
Carrying Value |
|
|
Fair Value |
|
||||
2026 Notes |
|
$ |
220,000 |
|
|
$ |
(1,175 |
) |
|
$ |
218,825 |
|
|
$ |
206,133 |
|
2029 Notes |
|
|
287,500 |
|
|
|
(7,550 |
) |
|
|
279,950 |
|
|
|
276,719 |
|
Revolving credit facility |
|
|
— |
|
|
|
(1,997 |
) |
|
|
(1,997 |
) |
|
|
— |
|
Total borrowings |
|
$ |
507,500 |
|
|
$ |
(10,722 |
) |
|
$ |
496,778 |
|
|
$ |
482,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tax Receivable Agreement
Upon the completion of the Business Combination, the Company entered into the TRA with holders of Post-Merger Repay Units. As a result of the TRA, the Company established a liability in its consolidated financial statements. The Company elected to measure TRA at fair value under ASC 825 Financial Instruments - Fair Value Option to better align its economic value with Company’s risk management strategies. The fair value of TRA is based on estimates of discounted future cash flows associated with the estimated payments to the Post-Merger Repay Unit holders. These inputs are not observable in the market; thus, the TRA is classified within Level 3 of the fair value hierarchy, under ASC 820. The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805.
The Company used a discount rate, also referred to as the Early Termination Rate, to determine the present value, based on a, pursuant to the TRA. A rate of 5.59% was applied to the forecasted payments as of December 31, 2025, in order to determine the fair value. A significant increase or decrease in the discount rate could have resulted in a lower or higher balance, respectively, as of the measurement date. The was adjusted by $2.7 million through exchanges, a payment, accretion expense and a valuation adjustment, related to a change in the discount rate, which was 6.21% as of December 31, 2024.
The following table provides a rollforward of the TRA related to the Business Combination and subsequent exchanges of Post-Merger Repay Units. See Note 14. Taxation for further discussion on the TRA.
|
|
Year Ended December 31, |
|
|||||||||
($ in thousands) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Balance at beginning of period |
|
$ |
203,645 |
|
|
$ |
188,911 |
|
|
$ |
179,127 |
|
Purchases |
|
|
127 |
|
|
|
771 |
|
|
|
3,164 |
|
Payments |
|
|
(16,337 |
) |
|
|
(580 |
) |
|
— |
|
|
Accretion expense |
|
|
11,914 |
|
|
|
13,585 |
|
|
|
12,362 |
|
Valuation adjustment |
|
|
1,592 |
|
|
|
958 |
|
|
|
(5,742 |
) |
Balance at end of period |
|
$ |
200,941 |
|
|
$ |
203,645 |
|
|
$ |
188,911 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 9, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 16, 2020 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.