Nayax Ltd.: Nayax Reports Second Quarter 2026 Results

Revenue of $123 million, revenue growth of 28%
Year to Date Organic Revenue growth of 24% ⁽¹⁾
Loss of $10.1 million due to high stock-based compensation expenses. Adjusted Net Income of $6 million
Adjusted EBITDA of $14.1 million ⁽¹⁾
Reaffirms full year 2026 revenue and Adjusted EBITDA guidance

HERZLIYA, Israel, Aug. 10, 2026 (GLOBE NEWSWIRE) -- Nayax Ltd. (Nasdaq: NYAX, TASE: NYAX), a global commerce payments and loyalty platform designed to help merchants scale their business, today announced its financial results for the second quarter ended June 30, 2026.

"We had a strong second quarter, with continued execution across the business. Revenue grew 28% to $123 million, with organic revenue growth of 24% year to date, our installed base surpassed 1.55 million devices, and our customer base reached 125,000. Our growth algorithm continues to work, and this quarter we began building the next layer on top of it. Through Lynkwell, we are deploying DC fast chargers at more than double the pre-acquisition pace, and with Nayax Capital we are laying the foundation for embedded financial services - building our in-house issuing capability and, as recently announced, applying for a U.S. bank charter. We are accelerating these investments because every service we add reaches the 1.55 million installed base we have already built, and I have never been more excited with the opportunities ahead of us," commented Yair Nechmad, Nayax Chief Executive Officer and Chairman of the Board.

^{(1) Organic Revenue, Adjusted EBITDA, Free Cash Flow, Adjusted OPEX and Adjusted Net Income are non-IFRS financial measures. Please refer to the footnote 3 in the table below and the additional tables at the end of this press release for a reconciliation of Organic Revenue, Adjusted EBITDA, Free Cash Flow, Adjusted OPEX and Adjusted Net Income to the most directly comparable IFRS measure for each. The Company does not provide a reconciliation of forward-looking Adjusted EBITDA and Adjusted Net Income to IFRS net income (loss) due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, in particular, because special items such as finance expenses and issuance and acquisition costs used to calculate projected net income (loss) can vary dramatically based on actual events. Therefore, the Company is not able to forecast on an IFRS basis with reasonable certainty all deductions needed in order to provide an IFRS calculation of projected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected IFRS net income (loss) being materially different than projected Adjusted EBITDA and Adjusted Net Income (non-IFRS).}

Second Quarter 2026 Financial Highlights

(All comparisons are relative to the second quarter and three-month period ended June 30, 2025, unless otherwise noted)

Revenue Summary	Q2 2026 ($M)	Q2 2025 ($M)	Growth Presents an amount less than $1 thousand.
The accompanying notes are an integral part of these financial statements.

NAYAX LTD CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
	Share capital		Additional paid in capital		Remeasurement of post-employment benefit obligations		Other capital reserves		Foreign currency translation reserve		Accumulated deficit		Total equity
	U.S. dollars in thousands
Balance as of March 31, 2025 (unaudited)	9		227,571		463		8,902		(1,918)		(54,224)		180,803
Changes in the three months ended June 30, 2025:
Profit for the period	-		-		-		-		-		11,652		11,652
Issuance of options due acquisition	-		1,222		-		-		-		-		1,222
Other comprehensive income for the period	-		-		-		3,104		(157)		-		2,947
Employee options exercised and vesting of RSUs	-		1,940		-		-		-		-		1,940
Share-based payment	-		-		-		-		-		2,923		2,923
Balance as of June 30, 2025 (unaudited)	9		230,733		463		12,006		(2,075)		(39,649)		201,487
Balance as of March 31, 2026 (unaudited)	9		243,877		516		8,853		(1,923)		(15,956)		235,376
Changes in the three months ended June 30, 2026:
Loss for the period	-		-		-		-		-		(10,117)		(10,117)
Other comprehensive income (loss) for the period	-		-		-		5,561		(1,506)		-		4,055
Employee options exercised and vesting of RSUs	-		1,946		-		-		-		-		1,946
Share-based payment	-		-		-		-		-		14,121		14,121
Balance as of June 30, 2026 (unaudited)	9		245,823		516		14,414		(3,429)		(11,952)		245,381
(*) Presents an amount less than $1 thousand.
The accompanying notes are an integral part of these financial statements.

NAYAX LTD CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
	Six months ended June 30				Three months ended June 30
	2026		2025		2026		2025
	U.S. dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit (loss) for the period	(8,837)		18,808		(10,117)		11,652
Adjustments required to reflect the cash flow from operating activities (see Appendix A)	11,156		(4,573)		8,858		1,294
Net cash provided by (used in) operating activities	2,319		14,235		(1,259)		12,946
CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalized development costs	(17,164)		(12,488)		(9,370)		(6,262)
Acquisition of property and equipment	(4,291)		(1,906)		(2,487)		(1,110)
Loans granted to related companies and others	808		(2,062)		579		(1,962)
Decrease (Increase) in bank deposits	-		9,006		-		(549)
Interest received	5,649		2,873		2,833		1,576
Investments in financial assets and other asset	(270)		(5,000)		-		(5,000)
Proceeds from sub-lessee	-		22		-		-
Payments for acquisitions of subsidiaries, net of cash acquired	-		(15,541)		-		(7,341)
Payment of deferred consideration and contingent consideration of subsidiary acquisition	(5,526)		(5,519)		(2,758)		(1,983)
Net cash used in investing activities	(20,794)		(30,615)		(11,203)		(22,631)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issue of debentures and warrants, net	-		132,941		-		-
Interest paid	(10,170)		(1,598)		(395)		(400)
Changes in short-term bank credit and short term loan	-		(26,000)		-		(774)
Repayment of long-term bank loans	(1,610)		(7,079)		(805)		(805)
Repayment of other long-term liabilities	-		(1,000)		-		-
Employee options exercised	3,156		2,680		1,812		1,484
Principal lease payments	(1,924)		(1,433)		(1,000)		(729)
Net cash provided by (used in) financing activities	(10,548)		98,511		(388)		(1,224)
Increase (Decrease) in cash and cash equivalents	(29,023)		82,131		(12,850)		(10,909)
Balance of cash and cash equivalents at beginning of period	319,538		83,130		304,745		176,763
Gains (losses) from exchange differences on cash and cash equivalents	11,437		6,889		12,026		6,605
Gains (losses) from translation of cash and cash equivalents of foreign operation	875		117		(1,094)		(192)
Balance of cash and cash equivalents at end of period	302,827		172,267		302,827		172,267
The accompanying notes are an integral part of these financial statements.

NAYAX LTD CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
	Six months ended June 30				Three months ended June 30
	2026		2025		2026		2025
	U.S. dollars in thousands
Appendix A - adjustments to reconcile net loss to net cash provided by operations:
Adjustments in respect of:
Depreciation and amortization	14,749		11,735		7,572		6,014
Post-employment benefit obligations, net	28		35		19		24
Deferred taxes	(1,523)		(1,072)		(299)		(381)
Finance expenses, net	4,378		3,681		107		5,143
Income from gaining control in subsidiary	-		(12,152)		-		(6,063)
Share of loss of equity method investee	-		226		-		-
Long-term deferred income	(963)		105		(217)		144
Expenses in respect of share-based compensation	14,647		4,295		12,395		2,512
Total adjustments	31,316		6,853		19,577		7,393
Changes in operating asset and liability items:
Increase in restricted cash transferable to customers for processing activity	(37,948)		(20,435)		(31,777)		(8,766)
Decrease (Increase) in receivables from processing activity	(10,380)		(35,347)		14,875		(15,895)
Increase in trade receivables	(9,355)		(4,295)		(12,687)		(5,693)
Increase in other current assets	(8,559)		(2,448)		(6,208)		(2,704)
Increase in inventory	(1,241)		(2,498)		(1,311)		(1,714)
Increase in payables in respect of processing activity	51,922		57,212		15,967		25,689
Increase (Decrease) in trade payables	(2,109)		(7,690)		5,216		(1,309)
Increase (Decrease) in other payables	(2,490)		4,075		5,206		4,293
Total changes in operating asset and liability items	(20,160)		(11,426)		(10,719)		(6,099)
Total adjustments required to reflect the cash flow from operating activities	11,156		(4,573)		8,858		1,294
Appendix B - Information regarding investing and financing activities not involving cash flows:
Purchase of property and equipment on credit	197		154		-		39
Recognition of right-of-use assets through lease liabilities	1,221		-		1,093		-
Share based payments costs attributed to development activities, capitalized as intangible assets	1,873		559		1,726		411
The accompanying notes are an integral part of these financial statements.

IFRS to Non-IFRS Reconciliation

The following is a reconciliation of Net Income/(Loss) for the period, the most directly comparable IFRS financial measure, to Adjusted EBITDA for each of the periods indicated.

Quarter ended (U.S. dollars in thousands)
	Jun 30, 2026		Jun 30, 2025
Net income/(loss) for the period	(10,117:		11,652
Finance expense, net	1,799		(2,468)
Income tax expense	1,668		333
Depreciation and amortization	7,572		6,014
EBITDA	922		15,531
Share-based payment costs	12,395		2,512
Employment benefit cost(1)	319		188
Other (income) expenses(2)	493		(5,621)
Adjusted EBITDA	14,129		12,610

^{(1) Primarily other compensation arrangements provided to the shareholders of VMT
(2) Other Income for Q2 2025 is primarily gain recognized from remeasurement an equity accounted investee, upon obtaining control of Nayax Capital. Other Expenses for Q2 2026 are mainly payroll expenses resulting from one-time structural change made by the Company}

The following is a reconciliation of Net Income/(Loss) for the period, the most directly comparable IFRS financial measure, to Adjusted Net Income for each of the periods indicated.

Quarter ended (U.S. dollars in thousands)
	Jun 30, 2026		Jun 30, 2025
Net income/(loss) for the period	(10,117)		11,652
Share-based payment costs	12,395		2,512
Employment benefit cost(1)	319		188
Other (income) expense(2)	493		(5,621)
Amortization of acquired intangibles(3)	2,949		2,277
Adjusted net income for the period	6,039		11,008

^{(1) Primarily other compensation arrangements provided to the shareholders of VMT
(2) Other Income for Q2 2025 is primarily gain recognized from remeasurement an equity accounted investee, upon obtaining control of Nayax Capital. Other Expenses for Q2 2026 are mainly payroll expenses resulting from one-time structural change made by the Company
(3) Includes deferred tax income related to amortization of acquired intangibles}

The following is a reconciliation of Operating Cash for the period, the most directly comparable IFRS financial measure, to Free Cash Flow for each of the periods indicated.

Quarter ended (U.S. dollars in thousands)
	Jun 30, 2026		Jun 30, 2025
Operating Cash	(1,259:		12,946
Capitalized development costs	(9,370)		(6,262)
Acquisition of property and equipment	(2,487)		(1,110)
Free Cash Flow	(13,116:		5,574

The following is a reconciliation of OPEX for the period, the most directly comparable IFRS financial measure, to Adjusted OPEX for each of the periods indicated.

Quarter ended (U.S. dollars in thousands)
	Jun 30, 2026		Jun 30, 2025
OPEX	63,604		42,276
Stock Based Compensation	(11,997)		(2,371)
Depreciation & Amortization	(7,133)		(5,710)
Employment Benefit Cost(1)	(319)		(188)
Adjusted OPEX	44,155		34,007

^{(1) Primarily other compensation arrangements provided to the shareholders of VM}