6-K
Paysafe Ltd (PSFE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File No. 001-40302
PAYSAFE LIMITED
(Translation of registrant’s name into English)
Paysafe Limited
2 Gresham Street
London, United Kingdom EC2V 7AD
(Address of Principal Executive Offices) (Zip Code)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F ☒ | Form 40-F ☐ |
|---|
Information Contained in this Form 6-K Report
On November 13, 2025, Paysafe Limited issued a press release announcing its financial condition and results of operations for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K.
The information contained in this report and the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filings made by Paysafe Limited under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Financial Statements and Exhibits
Exhibits
| Exhibit | Description | |
|---|---|---|
| 99.1 | Press Release, dated November 13, 2025 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: November 13, 2025 | PAYSAFE LIMITED | |
|---|---|---|
| By: | /s/ John Crawford | |
| Name: | John Crawford | |
| Title: | Chief Financial Officer |
EX-99.1
Exhibit 99.1
PAYSAFE REPORTS THIRD QUARTER 2025 RESULTS
London, UK – November 13, 2025 – Paysafe Limited (NYSE: PSFE) today announced financial results for the third quarter of 2025.
| Third Quarter 2025 Summary(compared to the third quarter of 2024, unless noted) Revenue of 433.8m, net loss of 87.7m or (1.52) per diluted shareOrganic revenue increased 6%Adjusted net income of 40.3m and 0.70 per diluted share, an increase of 37%Adjusted EBITDA of 126.6m, an increase of 7%Repurchased 1.5m shares for 20mBoard authorized an additional 70m to the existing share repurchase program | "Paysafe delivered accelerated financial results in the third quarter, including 6% organic revenue growth, 7% adjusted EBITDA growth, and 37% adjusted EPS growth. While we are pleased with this quarter and year-to-date results, we continue to see outperformance in lower-margin products and sales channels. Our updated 2025 outlook reflects these current business dynamics and a longer timeline for the delivery and growth of new products, such as our wallet platform initiatives. Our pipeline and customer interest in these innovative solutions continue to expand. Importantly, with the transformation we have driven over the last three years, we are seeing real improvements in how we operate. Today, Paysafe is a more agile and adaptable business with higher-quality revenue streams, well positioned for long-term success.”<br><br><br><br>Bruce Lowthers, CEO of Paysafe |
|---|
All values are in US Dollars.
Third Quarter of 2025 Summary of Consolidated Results
| Three Months Ended | Nine Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||||||
| ( in thousands) (unaudited) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenue | $ | 433,815 | $ | 427,103 | $ | 1,263,033 | $ | 1,284,765 | ||||||||
| Gross Profit (excluding depreciation and amortization) | $ | 250,770 | $ | 249,004 | $ | 715,627 | $ | 752,468 | ||||||||
| Net loss | $ | (87,675 | ) | $ | (12,977 | ) | $ | (157,279 | ) | $ | (11,351 | ) | ||||
| Adjusted EBITDA | $ | 126,600 | $ | 117,787 | $ | 326,767 | $ | 348,709 | ||||||||
| Adjusted net income | $ | 40,259 | $ | 31,372 | $ | 88,803 | $ | 102,957 |
All values are in US Dollars.
Reported revenue for the third quarter of 2025 was $433.8 million, an increase of 2%, compared to $427.1 million for the third quarter of 2024, despite a headwind of $24.1 million related to the disposed direct marketing payments processing business line. Organic revenue growth for the third quarter was 6%, reflecting 7% organic growth from Merchant Solutions and 4% organic growth from Digital Wallets. This growth was led by double-digit growth from e-commerce, including robust volumes with the start of the U.S. football season, strong demand for Paysafe's suite of local payment solutions in Latin America, as well as increasing consumer engagement related to eCash product initiatives and the expansion of Paysafe's digital banking partnerships across Europe.
Net loss for the third quarter was $87.7 million, compared to $13.0 million in the prior year period, mainly reflecting a charge to income tax expense of $81.2 million related to the recognition of an additional valuation allowance against the company's U.S. deferred tax assets due to the enactment of the One Big Beautiful Bill Act in July 2025. This is a non-cash expense that does not impact the company's current or future cash tax payments. The increase in net loss also reflects higher restructuring and other costs of $12.4 million, primarily related to legal fees.
Adjusted net income for the third quarter increased to $40.3 million, compared to $31.4 million in the prior year period, mainly driven by higher Adjusted EBITDA and lower interest expense.
Adjusted EBITDA for the third quarter increased 7% to $126.6 million, compared to $117.8 million in the prior year period, despite a $10.3 million headwind (approximately 10 percentage-points) related to the disposed business line(1). Adjusted EBITDA for the third quarter benefited from organic revenue growth as well as a decrease in selling, general and administrative expenses, reflecting cost discipline and the non-recurring nature of certain investments in the prior year to expand the company's sales capabilities and optimize the portfolio.
Movement in foreign exchange rates was favorable to third quarter revenue and Adjusted EBITDA by $11.9 million and $3.5 million, respectively, partly offset by a $3.6 million headwind to both revenue and Adjusted EBITDA due to a decrease in interest revenue on consumer deposits.
Third quarter operating cash flow was $69.2 million, compared to $81.9 million in the prior year period, which was mainly driven by higher restructuring costs and income tax paid. Unlevered free cash flow was $83.6 million, compared to $89.9 million in the prior year period.
Summary of Segment Results
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | YoY | September 30, | YoY | ||||||||||||||||||||||
| ( in thousands) (unaudited) | 2025 | 2024 | change | 2025 | 2024 | change | |||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||
| Merchant Solutions | $ | 231,935 | $ | 241,142 | -4 | % | $ | 681,966 | $ | 727,518 | -6 | % | |||||||||||||
| Digital Wallets | $ | 205,687 | $ | 190,930 | 8 | % | $ | 594,409 | $ | 571,060 | 4 | % | |||||||||||||
| Intersegment | $ | (3,807 | ) | $ | (4,969 | ) | -23 | % | $ | (13,342 | ) | $ | (13,813 | ) | -3 | % | |||||||||
| Total Revenue | $ | 433,815 | $ | 427,103 | 2 | % | $ | 1,263,033 | $ | 1,284,765 | -2 | % | |||||||||||||
| Adjusted EBITDA: | |||||||||||||||||||||||||
| Merchant Solutions | $ | 47,764 | $ | 52,646 | -9 | % | $ | 116,885 | $ | 158,335 | -26 | % | |||||||||||||
| Digital Wallets | $ | 93,391 | $ | 84,119 | 11 | % | $ | 258,599 | $ | 249,806 | 4 | % | |||||||||||||
| Corporate | $ | (14,555 | ) | $ | (18,978 | ) | -23 | % | $ | (48,717 | ) | $ | (59,432 | ) | -18 | % | |||||||||
| Total Adjusted EBITDA | $ | 126,600 | $ | 117,787 | 7 | % | $ | 326,767 | $ | 348,709 | -6 | % |
All values are in US Dollars.
(1) Adjusted EBITDA for the disposed business excludes certain indirect costs that were historically allocated to the disposed business. Such allocations included labor and non-labor expenses related to the business line’s shared functions (e.g., finance,
technology and legal, among others). Indirect costs associated with the disposed business were $5.6 million for three months ended September 30, 2024.
Balance Sheet
As of September 30, 2025, total cash and cash equivalents were $248.6 million, total debt was $2.5 billion and net debt was $2.2 billion. Compared to December 31, 2024, total debt increased by $133.5 million, largely due to fluctuations in the EUR/USD exchange rate, which increased total debt by $142.6 million, offset partially by net repayments of $10.9 million.
Share repurchase program
Paysafe is also announcing that its Board of Directors has authorized a $70 million increase to its existing share repurchase program. Including the $70 million increase announced today, approximately $97 million in aggregate remains available under the share repurchase program.
Under the share repurchase program, management is authorized to purchase shares of our common stock from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. This program does not obligate the company to acquire any particular amount of common stock and the program may be extended, modified, suspended or discontinued at any time at the company’s discretion.
Full Year 2025 Financial Guidance
| ( in millions, except per share amounts) (unaudited) | Full Year 2025 Prior | Full Year 2025 Updated |
|---|---|---|
| Revenue | 1,710 - 1,734 | $1,700 - $1,710 |
| Adjusted EBITDA | 463 - 478 | $425 - $430 |
| Adjusted EPS | 2.21 - 2.51 | $1.83 - $1.88 |
All values are in US Dollars.
Webcast and Conference Call
Paysafe will host a live webcast to discuss the results today at 8:30 a.m. (ET). The webcast and supplemental information can be accessed on the investor relations section of the Paysafe website at ir.paysafe.com. An archive will be available after the conclusion of the live event and will remain available via the same link for one year.
| Time | Thursday, November 13 2025, at 8:30 a.m. ET |
|---|---|
| Webcast | Go to the Investor Relations section of the Paysafe website to listen and view slides |
| Dial in | 877-407-0752 (U.S. toll-free); 201-389-0912 (International) |
About Paysafe
Paysafe is a leading payments platform with an extensive track record of serving merchants and consumers in the global entertainment sectors. Its core purpose is to enable businesses and consumers to connect and transact seamlessly through industry-leading capabilities in payment processing, digital wallet, and online cash solutions. With 29 years of online payment experience, an annualized transactional volume of $152 billion in 2024, and approximately 3,000 employees located in 12+ countries, Paysafe connects businesses and consumers across 260 payment types in 48 currencies around the world. Delivered through an integrated platform, Paysafe solutions are geared toward mobile-initiated transactions, real-time analytics and the convergence between brick-and-mortar and online payments. Further information is available at www.paysafe.com.
Contacts
Media
Nilce Piccinini
Paysafe
+1 (281) 895-5954
Investors
Kirsten Nielsen
Paysafe
+1 (646) 901-3140
Forward-looking Statements
This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Paysafe Limited’s (“Paysafe,” “PSFE,” the “Company,” “we,” “us,” or “our”) actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “anticipate,” “appear,” “approximate,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “guidance,” “intends,” “likely,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” "will," “would” and variations of such words and similar expressions (or the negative version of such words or expressions) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, without limitation, Paysafe’s expectations with respect to future performance.
These forward-looking statements involve significant risks, uncertainties, and events that may cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. While the company believes its assumptions concerning future events are reasonable, a number of factors could cause actual results to differ materially from those projected, including, but not limited to: cyberattacks and security vulnerabilities; complying with and changes in money laundering regulations, financial services regulations, cryptocurrency regulations, consumer and business privacy and data use regulations or other regulations in Bermuda, the UK, Ireland, Switzerland, the United States, Canada and elsewhere; risks related to our focus on specialized and high-risk verticals; geopolitical events and the economic and other impacts of such geopolitical events and the responses of governments around the world; acts of war and terrorism; the effects of global economic uncertainties, including inflationary pressure and rising interest rates, on consumer and business spending; risks associated with foreign currency exchange rate fluctuations; changes in our relationships with banks, payment card networks, issuers and financial institutions; risk related to processing online payments for merchants and customers engaged in the online gambling and foreign exchange trading sectors; risks related to becoming an unwitting party to fraud or being deemed to be handling proceeds resulting from the criminal activity by customers; the effects of chargebacks, merchant insolvency and consumer deposit settlement risk; changes to our continued financial institution sponsorships; failure to hold, safeguard or account accurately for merchant or customer funds; risks related to the availability, integrity and security of internal and external IT transaction processing systems and services; our ability to manage regulatory and litigation risks, and the outcome of legal and regulatory proceedings; failure of fourth parties to comply with contractual obligations; changes and compliance with payment card network operating rules; substantial and increasingly intense competition worldwide in the global payments industry; risks related to developing and maintaining effective internal controls over financial reporting; managing our growth effectively, including growing our revenue pipeline; any difficulties maintaining a strong and trusted brand; keeping pace with rapid technological developments; risks associated with the
significant influence of our principal shareholders; the effect of regional epidemics or a global pandemic on our business; and other factors included in the “Risk Factors” in our Form 20-F and in other filings we make with the SEC, which are available at https://www.sec.gov. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
The company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events.
Paysafe Limited Condensed Consolidated Statements of Operations (unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||||||
| ( in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenue | $ | 433,815 | $ | 427,103 | $ | 1,263,033 | $ | 1,284,765 | ||||||||
| Cost of services (excluding depreciation and amortization) | 183,045 | 178,099 | 547,406 | 532,297 | ||||||||||||
| Selling, general and administrative | 130,065 | 143,907 | 413,671 | 438,774 | ||||||||||||
| Depreciation and amortization | 68,771 | 70,088 | 204,622 | 207,028 | ||||||||||||
| Impairment expense on goodwill and other assets | — | 119 | 1,295 | 795 | ||||||||||||
| Restructuring and other costs | 12,738 | 340 | 26,420 | 1,520 | ||||||||||||
| Loss / (gain) on disposal of subsidiaries and other assets, net | 196 | 187 | (254 | ) | 508 | |||||||||||
| Operating income | 39,000 | 34,363 | 69,873 | 103,843 | ||||||||||||
| Other (expense) / income, net | (608 | ) | (14,742 | ) | (6,499 | ) | 2,010 | |||||||||
| Interest expense, net | (34,141 | ) | (35,546 | ) | (102,363 | ) | (107,646 | ) | ||||||||
| Income / (loss) before taxes | 4,251 | (15,925 | ) | (38,989 | ) | (1,793 | ) | |||||||||
| Income tax expense / (benefit) | 91,926 | (2,948 | ) | 118,290 | 9,558 | |||||||||||
| Net loss | $ | (87,675 | ) | $ | (12,977 | ) | $ | (157,279 | ) | $ | (11,351 | ) | ||||
| Net loss per share – basic | $ | (1.52 | ) | $ | (0.21 | ) | $ | (2.67 | ) | $ | (0.19 | ) | ||||
| Net loss per share – diluted | $ | (1.52 | ) | $ | (0.21 | ) | $ | (2.67 | ) | $ | (0.19 | ) | ||||
| Net loss | $ | (87,675 | ) | $ | (12,977 | ) | $ | (157,279 | ) | $ | (11,351 | ) | ||||
| Other comprehensive income / (loss), net of tax of 0: | ||||||||||||||||
| Gain on foreign currency translation | 1,477 | 18,108 | 20,208 | 4,441 | ||||||||||||
| Total comprehensive (loss) / income | $ | (86,198 | ) | $ | 5,131 | $ | (137,071 | ) | $ | (6,910 | ) |
All values are in US Dollars.
Paysafe Limited Consolidated Net Loss per share
| Three Months Ended | Nine Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Numerator ( in thousands) | |||||||||||||||
| Net loss - basic | $ | (87,675 | ) | $ | (12,977 | ) | $ | (157,279 | ) | $ | (11,351 | ) | |||
| Net loss - diluted | $ | (87,675 | ) | $ | (12,977 | ) | $ | (157,279 | ) | $ | (11,351 | ) | |||
| Denominator (in millions) | |||||||||||||||
| Weighted average shares – basic | 57.6 | 60.7 | 58.9 | 61.0 | |||||||||||
| Weighted average shares – diluted | 57.6 | 60.7 | 58.9 | 61.0 | |||||||||||
| Net loss per share | |||||||||||||||
| Basic | $ | (1.52 | ) | $ | (0.21 | ) | $ | (2.67 | ) | $ | (0.19 | ) | |||
| Diluted | $ | (1.52 | ) | $ | (0.21 | ) | $ | (2.67 | ) | $ | (0.19 | ) |
All values are in US Dollars.
Paysafe Limited Condensed Consolidated Balance Sheets (unaudited)
| ( in thousands) | September 30, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 248,557 | $ | 216,683 | ||||
| Customer accounts and other restricted cash | 937,382 | 1,081,896 | ||||||
| Accounts receivable, net of allowance for credit losses of 4,875 and 7,994, respectively | 157,587 | 158,197 | ||||||
| Settlement receivables, net of allowance for credit losses of 5,435 and 4,082, respectively | 161,984 | 138,565 | ||||||
| Prepaid expenses and other current assets | 110,633 | 81,298 | ||||||
| Derivative financial assets | 1,418 | — | ||||||
| Contingent consideration receivable – current | 1,498 | — | ||||||
| Total current assets | 1,619,059 | 1,676,639 | ||||||
| Deferred tax assets | 993 | 91,304 | ||||||
| Property, plant and equipment, net | 28,000 | 24,297 | ||||||
| Operating lease right-of-use assets | 39,417 | 40,620 | ||||||
| Derivative financial assets – non-current | - | 5,502 | ||||||
| Intangible assets, net | 910,520 | 981,315 | ||||||
| Goodwill | 2,073,067 | 1,976,851 | ||||||
| Contingent consideration receivable – non-current | 3,312 | — | ||||||
| Other assets – non-current | 14,798 | 12,806 | ||||||
| Total non-current assets | 3,070,107 | 3,132,695 | ||||||
| Total assets | $ | 4,689,166 | $ | 4,809,334 | ||||
| Liabilities and equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and other liabilities | $ | 194,327 | $ | 176,940 | ||||
| Short-term debt | 10,190 | 10,190 | ||||||
| Funds payable and amounts due to customers | 1,141,118 | 1,235,104 | ||||||
| Operating lease liabilities – current | 9,041 | 7,653 | ||||||
| Income taxes payable | 12,016 | 5,495 | ||||||
| Warrant liabilities – current | 997 | — | ||||||
| Contingent consideration payable – current | 767 | 8,070 | ||||||
| Liability for share-based compensation – current | 1,338 | 2,126 | ||||||
| Total current liabilities | 1,369,794 | 1,445,578 | ||||||
| Non-current debt | 2,486,793 | 2,353,358 | ||||||
| Operating lease liabilities – non-current | 33,105 | 35,573 | ||||||
| Deferred tax liabilities | 86,329 | 91,570 | ||||||
| Warrant liabilities – non-current | — | 1,401 | ||||||
| Derivative financial liabilities – non-current | 968 | — | ||||||
| Liability for share-based compensation – non-current | 1,090 | 2,268 | ||||||
| Contingent consideration payable – non-current | 672 | 325 | ||||||
| Total non-current liabilities | 2,608,957 | 2,484,495 | ||||||
| Total liabilities | 3,978,751 | 3,930,073 | ||||||
| Commitments and contingent liabilities | ||||||||
| Total shareholders' equity | 710,415 | 879,261 | ||||||
| Total liabilities and shareholders' equity | $ | 4,689,166 | $ | 4,809,334 |
All values are in US Dollars.
Paysafe Limited Condensed Consolidated Statements of Cash Flow (unaudited)
| Nine Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | ||||||||
| ( in thousands) | 2025 | 2024 | ||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (157,279 | ) | $ | (11,351 | ) | ||
| Adjustments for non-cash items: | ||||||||
| Depreciation and amortization | 206,136 | 208,006 | ||||||
| Unrealized foreign exchange (gain) / loss | (10,677 | ) | 7,139 | |||||
| Deferred tax expense / (benefit) | 82,487 | (17,751 | ) | |||||
| Interest expense, net | 9,217 | (1,662 | ) | |||||
| Share-based compensation | 24,811 | 35,015 | ||||||
| Other income, net | (169 | ) | (6,939 | ) | ||||
| Impairment expense on goodwill and other assets | 1,295 | 795 | ||||||
| Allowance for credit losses and other | 31,766 | 28,841 | ||||||
| (Gain) / loss on disposal of subsidiary and other assets, net | (254 | ) | 508 | |||||
| Non-cash lease expense | 6,991 | 6,718 | ||||||
| Movements in working capital: | ||||||||
| Accounts receivable, net | (20,642 | ) | (42,214 | ) | ||||
| Prepaid expenses, other current assets, and related party receivables | (3,893 | ) | (7,635 | ) | ||||
| Accounts payable, other liabilities, and related party payables | (17,037 | ) | (7,769 | ) | ||||
| Income tax receivable / payable | 8,492 | 3,208 | ||||||
| Net cash flows from operating activities | 161,244 | 194,909 | ||||||
| Cash flows in investing activities | ||||||||
| Purchase of property, plant & equipment | (9,461 | ) | (11,434 | ) | ||||
| Purchase of merchant portfolios | (15,223 | ) | (7,224 | ) | ||||
| Other intangible asset expenditures | (72,139 | ) | (68,409 | ) | ||||
| Disposal of subsidiary | 1,948 | — | ||||||
| Receipts under derivative financial instruments | 3,617 | 7,234 | ||||||
| Cash outflow for merchant reserves | (26,373 | ) | — | |||||
| Cash inflow from merchant reserves | 15,927 | 6,510 | ||||||
| Other investing activities, net | 164 | 1,958 | ||||||
| Net cash flows used in investing activities | (101,540 | ) | (71,365 | ) | ||||
| Cash flows from financing activities | ||||||||
| Repurchases of shares withheld for taxes | (9,938 | ) | (6,641 | ) | ||||
| Proceeds from employee share purchase plan | 938 | 159 | ||||||
| Purchase of treasury shares | (49,998 | ) | (25,000 | ) | ||||
| Settlement funds - merchants and customers, net | (208,467 | ) | (220,123 | ) | ||||
| Repurchase of borrowings | — | (80,253 | ) | |||||
| Proceeds from loans and borrowings | 82,811 | 159,291 | ||||||
| Repayments of loans and borrowings | (98,678 | ) | (124,916 | ) | ||||
| Payment of debt issuance costs | — | (491 | ) | |||||
| Proceeds under line of credit | 641,000 | 650,000 | ||||||
| Repayments under line of credit | (636,000 | ) | (675,000 | ) | ||||
| Contingent consideration paid | (7,319 | ) | (8,949 | ) | ||||
| Other financing activities | 300 | — | ||||||
| Net cash flows used in financing activities | (285,351 | ) | (331,923 | ) | ||||
| Effect of foreign exchange rate changes | 113,007 | 4,189 | ||||||
| Decrease in cash and cash equivalents, including customer accounts and other restricted cash during the period | $ | (112,640 | ) | $ | (204,190 | ) | ||
| Cash and cash equivalents, including customer accounts and other restricted cash at beginning of the period | 1,298,579 | 1,498,269 | ||||||
| Cash and cash equivalents at end of the period, including customer accounts and other restricted cash | $ | 1,185,939 | $ | 1,294,079 |
All values are in US Dollars.
| Nine Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash and cash equivalents | $ | 248,557 | $ | 241,381 | ||||
| Customer accounts and other restricted cash | 937,382 | 1,052,698 | ||||||
| Total cash and cash equivalents, including customer accounts and other restricted cash | $ | 1,185,939 | $ | 1,294,079 |
Non-GAAP Financial Measures
To supplement the company’s condensed consolidated financial statements presented in accordance with generally accepted accounting principles, or GAAP, the company uses non-GAAP measures of certain components of financial performance. This includes organic revenue growth, Gross Profit (excluding depreciation and amortization), Adjusted EBITDA, Unlevered free cash flow, Adjusted net income, Adjusted net income per share, and Net leverage which are supplemental measures that are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“U.S. GAAP”).
Organic revenue growth is defined as growth excluding the impact of foreign currency fluctuations, revenue from interest on consumer deposits, acquisitions, and dispositions. Management believes organic revenue growth to be useful to users of our financial data because it enables them to better understand underlying revenue growth from period to period excluding the impact of these non-organic items.
Gross Profit (excluding depreciation and amortization) is defined as revenue less cost of services (excluding depreciation and amortization). Management believes Gross Profit to be a useful profitability measure to assess the performance of our businesses and ability to manage cost.
Adjusted EBITDA is defined as net income/(loss) before the impact of income tax (benefit)/expense, interest expense, net, depreciation and amortization, share-based compensation, impairment expense on goodwill and other assets, restructuring and other costs, loss/(gain) on disposal of a subsidiaries and other assets, net, and other income/(expense), net. These adjustments also include certain costs and transaction items that are not reflective of the underlying operating performance of the company. Management believes Adjusted EBITDA to be a useful profitability measure to assess the performance of our businesses and improves the comparability of operating results across reporting periods.
Adjusted net income excludes the impact of certain non-operational and non-cash items. Adjusted net income is defined as net income/(loss) attributable to the company before the impact of other non-operating income / (expense), net, impairment expense on goodwill and other assets, restructuring and other costs, accelerated amortization of debt fees, amortization of acquired assets, loss/(gain) on disposal of subsidiaries and other assets, share-based compensation, discrete tax items and the income tax (benefit)/expense on these non-GAAP adjustments. Adjusted net income per share is adjusted net income as defined above divided by adjusted weighted average dilutive shares outstanding. Management believes the removal of certain non-operational and non-cash items from net income enhances shareholders' ability to evaluate the company’s business performance and profitability by improving comparability of operating results across reporting periods.
Unlevered free cash flow is defined as net cash flows provided by/used in operating activities, adjusted for the impact of capital expenditure, payments relating to restructuring and other costs and cash paid for interest. Capital expenditure includes purchases of property plant & equipment and purchases of other intangible assets, including software development costs. Capital expenditure does not include purchases of merchant portfolios. Management believes unlevered free cash flow to be a liquidity measure that provides useful information about the amount of cash generated by the business.
Net leverage is defined as net debt (gross debt less cash and cash equivalents) divided by the last twelve months Adjusted EBITDA. Management believes net leverage is a useful measure of the company's credit position and progress towards leverage targets.
Management believes the presentation of these non-GAAP financial measures, including Gross Profit, Adjusted EBITDA, Unlevered free cash flow, Adjusted net income, Adjusted net income per share, and Net leverage when considered together with the company’s results presented in accordance with GAAP, provide users with useful supplemental information in comparing the operating results across reporting periods by excluding items that are not considered indicative of Paysafe’s core operating performance. In addition, management believes the presentation of these non-GAAP financial measures provides useful
supplemental information in assessing the company’s results on a basis that fosters comparability across periods by excluding the impact on the company’s reported GAAP results of acquisitions and dispositions that have occurred in such periods. However, these non-GAAP measures exclude items that are significant in understanding and assessing Paysafe’s financial results or position.
Therefore, these measures should not be considered in isolation or as alternatives to revenue, net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP.
You should be aware that Paysafe’s presentation of these measures may not be comparable to similarly titled measures used by other companies. In addition, the forward-looking non-GAAP financial measure of Adjusted EBITDA provided herein have not been reconciled to the comparable GAAP measure due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. We have reconciled the historical non-GAAP financial measures presented herein to their most directly comparable GAAP financial measures. A reconciliation of our forward-looking non-GAAP financial measures to their most directly comparable GAAP financial measures cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the adjusting items necessary for such reconciliations that have not yet occurred, are out of our control, or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.
Reconciliation of GAAP Net Loss to Adjusted EBITDA
| Three Months Ended | Nine Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||||||
| ( in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net loss | $ | (87,675 | ) | $ | (12,977 | ) | $ | (157,279 | ) | $ | (11,351 | ) | ||||
| Income tax expense / (benefit) | 91,926 | (2,948 | ) | 118,290 | 9,558 | |||||||||||
| Interest expense, net | 34,141 | 35,546 | 102,363 | 107,646 | ||||||||||||
| Depreciation and amortization | 68,771 | 70,088 | 204,622 | 207,028 | ||||||||||||
| Share-based compensation expense | 5,895 | 12,690 | 24,811 | 35,015 | ||||||||||||
| Impairment expense on goodwill and other assets | — | 119 | 1,295 | 795 | ||||||||||||
| Restructuring and other costs | 12,738 | 340 | 26,420 | 1,520 | ||||||||||||
| Loss / (gain) on disposal of subsidiaries and other assets, net | 196 | 187 | (254 | ) | 508 | |||||||||||
| Other expense / (income), net | 608 | 14,742 | 6,499 | (2,010 | ) | |||||||||||
| Adjusted EBITDA | $ | 126,600 | $ | 117,787 | $ | 326,767 | $ | 348,709 |
All values are in US Dollars.
Reconciliation of Revenue to Non-GAAP Organic Revenue
| Three Months Ended | Nine Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||||||
| ( in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenue | $ | 433,815 | $ | 427,103 | $ | 1,263,033 | $ | 1,284,765 | ||||||||
| Currency adjustment (1) | (11,934 | ) | — | (16,125 | ) | — | ||||||||||
| Interest revenue adjustment (2) | (4,548 | ) | (8,173 | ) | (15,015 | ) | (26,498 | ) | ||||||||
| Disposal adjustments (3) | — | (24,061 | ) | (5,213 | ) | (91,448 | ) | |||||||||
| Organic revenue (4) | $ | 417,333 | $ | 394,869 | $ | 1,226,680 | $ | 1,166,819 |
All values are in US Dollars.
- This adjustment eliminates the impact of foreign exchange on revenue.
- This adjustment eliminates the impact of revenue from interest on consumer deposits adjusted to exclude the effect of any fluctuations in foreign exchange rates.
- This adjustment eliminates all revenue generated from the direct marketing payments processing business line that was disposed of during the first quarter of 2025.
- Organic revenue is defined as revenues in the stated period excluding the impact from acquisitions, dispositions, foreign currency fluctuations and interest revenue on consumer deposits. For dispositions in the current year, the pre-disposition results are excluded from the organic revenue calculations. There were no acquisitions requiring adjustments in the stated periods. Reported revenue growth and organic revenue growth for the three months ended September 30, 2025 was 2% and 6%, respectively. Reported revenue growth and organic revenue growth for the nine months ended September 30, 2025 was (2%) and 5%, respectively. Organic revenue growth is measured as the change in organic revenue for the current period, divided by organic revenue from the prior period.
Reconciliation of Revenue to Non-GAAP Organic Revenue by Segment
Merchant Solutions
| Three Months Ended | Nine Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||||||
| ( in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenue | $ | 231,935 | $ | 241,142 | $ | 681,966 | $ | 727,518 | ||||||||
| Currency adjustment (1) | (304 | ) | — | (485 | ) | — | ||||||||||
| Interest revenue adjustment (2) | (381 | ) | (640 | ) | (1,236 | ) | (1,940 | ) | ||||||||
| Disposal adjustments (3) | — | (24,061 | ) | (5,213 | ) | (91,448 | ) | |||||||||
| Organic revenue (4) | $ | 231,250 | $ | 216,441 | $ | 675,032 | $ | 634,130 |
All values are in US Dollars.
Digital Wallets
| Three Months Ended | Nine Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||||||
| ( in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenue | $ | 205,687 | $ | 190,930 | $ | 594,409 | $ | 571,060 | ||||||||
| Currency adjustment (1) | (11,631 | ) | — | (15,640 | ) | — | ||||||||||
| Interest revenue adjustment (2) | (4,166 | ) | (7,533 | ) | (13,778 | ) | (24,558 | ) | ||||||||
| Organic revenue (4) | $ | 189,890 | $ | 183,397 | $ | 564,991 | $ | 546,502 |
All values are in US Dollars.
- This adjustment eliminates the impact of foreign exchange on revenue.
- This adjustment eliminates the impact of revenue from interest on consumer deposits adjusted to exclude the effect of any fluctuations in foreign exchange rates.
- This adjustment eliminates all revenue generated from the direct marketing payments processing business line that was disposed of during the first quarter of 2025.
- Organic revenue is defined as revenues in the stated period excluding the impact from acquisitions, dispositions, foreign currency fluctuations and interest revenue on consumer deposits. For dispositions in the current year, the pre-disposition results are excluded from the organic revenue calculations. There were no acquisitions requiring adjustments in the stated periods. Reported revenue growth and organic revenue growth for the three months ended September 30, 2025 was 8% and 4%, respectively, for the Digital Wallets segment, and was (4%) and 7%, respectively, for the Merchant Solutions segment. Reported revenue growth and organic revenue growth for the nine months ended September 30, 2025 was 4% and 3%, respectively, for the Digital Wallets segment, and (6%) and 6%, respectively, for the Merchant Solutions segment. Organic revenue growth is measured as the change in organic revenue for the current period, divided by organic revenue from the prior period.
Reconciliation of Operating Cash Flow to Non-GAAP Unlevered Free Cash Flow
| Three Months Ended | Nine Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||||||
| ( in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net cash inflows from operating activities | $ | 69,179 | $ | 81,934 | $ | 161,244 | $ | 194,909 | ||||||||
| Capital expenditure | (27,476 | ) | (24,950 | ) | (81,600 | ) | (79,843 | ) | ||||||||
| Cash paid for interest | 35,084 | 32,246 | 93,146 | 109,308 | ||||||||||||
| Payments relating to Restructuring and other costs | 6,817 | 655 | 22,028 | 4,706 | ||||||||||||
| Unlevered Free Cash Flow | $ | 83,604 | $ | 89,885 | $ | 194,818 | $ | 229,080 |
All values are in US Dollars.
Reconciliation of GAAP Gross Profit to Non-GAAP Gross Profit (excluding depreciation and amortization)
| Three Months Ended | Nine Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||||||
| ( in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenue | $ | 433,815 | $ | 427,103 | $ | 1,263,033 | $ | 1,284,765 | ||||||||
| Cost of services (excluding depreciation and amortization) | 183,045 | 178,099 | 547,406 | 532,297 | ||||||||||||
| Depreciation and amortization | 68,771 | 70,088 | 204,622 | 207,028 | ||||||||||||
| Gross Profit (1) | $ | 181,999 | $ | 178,916 | $ | 511,005 | $ | 545,440 | ||||||||
| Depreciation and amortization | 68,771 | 70,088 | 204,622 | 207,028 | ||||||||||||
| Gross Profit (excluding depreciation and amortization) | $ | 250,770 | $ | 249,004 | $ | 715,627 | $ | 752,468 |
All values are in US Dollars.
- Gross Profit has been calculated as revenue, less cost of services and depreciation and amortization. Gross profit is not presented within the company's consolidated financial statements.
Reconciliation of GAAP Net Loss to Adjusted Net Income
| Three Months Ended | Nine Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||||||
| ( in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net loss | $ | (87,675 | ) | $ | (12,977 | ) | $ | (157,279 | ) | $ | (11,351 | ) | ||||
| Other non operating expense, net (1) | 1,684 | 17,062 | 10,041 | 5,424 | ||||||||||||
| Impairment expense on goodwill and other assets | — | 119 | 1,295 | 795 | ||||||||||||
| Amortization of acquired assets (2) | 32,880 | 33,721 | 98,751 | 100,851 | ||||||||||||
| Restructuring and other costs | 12,738 | 340 | 26,420 | 1,520 | ||||||||||||
| Loss / (gain) on disposal of subsidiaries and other assets, net | 196 | 187 | (254 | ) | 508 | |||||||||||
| Share-based compensation expense | 5,895 | 12,690 | 24,811 | 35,015 | ||||||||||||
| Discrete tax items (3) | 83,491 | (2,046 | ) | 121,466 | 8,027 | |||||||||||
| Income tax expense on non-GAAP adjustments (4) | (8,950 | ) | (17,724 | ) | (36,448 | ) | (37,832 | ) | ||||||||
| Adjusted net income | $ | 40,259 | $ | 31,372 | $ | 88,803 | $ | 102,957 | ||||||||
| (in millions) | ||||||||||||||||
| Weighted average shares - diluted | 57.6 | 60.7 | 58.9 | 61.0 | ||||||||||||
| Adjusted diluted impact | 0.3 | 1.3 | 0.8 | 0.8 | ||||||||||||
| Adjusted weighted average shares - diluted | 57.9 | 62.0 | 59.7 | 61.8 |
All values are in US Dollars.
- Other non-operating expense, net primarily consists of income and expenses outside of the company's operating activities, including, fair value gain / loss on warrant liabilities and derivatives, gain / loss on repurchases of debt, gain / loss on foreign exchange and the release of certain provisions.
- Amortization of acquired asset represents amortization expense on the fair value of intangible assets acquired through various Company acquisitions, including brands, customer relationships, software and merchant portfolios.
- Discrete tax items mainly represent (a) valuation allowance expense / (benefit) recorded on deferred tax assets representing $84,763 and ($766) for the three months ended September 30, 2025 and 2024, respectively, and $122,393 and $8,540 for the nine months ended September 30, 2025 and 2024, respectively, (b) measurement period adjustments which were ($14) and $0 for the three months ended September 30, 2025 and 2024, respectively, and $415 and ($382), for the nine months ended September 30, 2025 and 2024, respectively, and (c) discrete tax expense on share-based compensation, which would not have been incurred as share-based compensation expense is removed from adjusted net income, of ($1,206) and $55, respectively, for the three months ended September 30, 2025 and 2024, respectively, and $227 and $2,527 for the nine months ended September 30, 2025 and 2024, respectively. The remaining discrete tax items mainly relate to the movement in uncertain tax provisions relating to prior years.
- Income tax expense on non-GAAP adjustments reflects the tax expense on each taxable adjustment using the current statutory tax rate of the applicable jurisdiction specific to that adjustment.
Adjusted Net Income per Share
| Three Months Ended | Nine Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Numerator ( in thousands) | |||||||||||||||
| Adjusted net income - basic | $ | 40,259 | $ | 31,372 | $ | 88,803 | $ | 102,957 | |||||||
| Adjusted net income - diluted | $ | 40,259 | $ | 31,372 | $ | 88,803 | $ | 102,957 | |||||||
| Denominator (in millions) | |||||||||||||||
| Weighted average shares – basic | 57.6 | 60.7 | 58.9 | 61.0 | |||||||||||
| Adjusted weighted average shares – diluted (1) | 57.9 | 62.0 | 59.7 | 61.8 | |||||||||||
| Adjusted net income per share | |||||||||||||||
| Basic | $ | 0.70 | $ | 0.52 | $ | 1.51 | $ | 1.69 | |||||||
| Diluted | $ | 0.70 | $ | 0.51 | $ | 1.49 | $ | 1.67 |
All values are in US Dollars.
- The denominator used in the calculation of diluted adjusted net income per share for the three and nine months ended September 30, 2025 and 2024 includes the dilutive effect of the company's restricted stock units.