Priority Technology Holdings, Inc. Announces Third Quarter Financial Results

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Nov 07, 2024

Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), the payments and banking fintech that streamlines collecting, lending, and sending money to unlock revenue opportunities, today announced its third quarter 2024 financial results including strong year-over-year diversified revenue growth.

Highlights of Consolidated Results

Third Quarter 2024 Compared with Third Quarter 2023

Financial highlights of the third quarter of 2024 compared with the third quarter of 2023, are as follows1:

  • Revenue of $227.0 million increased 20.1% from $189.0 million
  • Adjusted gross profit (a non-GAAP measure2) of $86.0 million increased 18.9% from $72.3 million
  • Adjusted gross profit margin (a non-GAAP measure2) of 37.9% decreased 40.0 basis points from 38.3%
  • Operating income of $38.1 million increased 62.0% from $23.5 million
  • Adjusted EBITDA (a non-GAAP measure2) of $54.6 million increased 21.5% from $45.0 million

(1)

Certain amounts/percentages may not compute accurately due to rounding.

(2)

See "Non-GAAP Financial Measures" and the reconciliations of Adjusted Gross Profit (non-GAAP), Adjusted Gross Profit Margin (non-GAAP), and Adjusted EBITDA, to their most comparable GAAP measures provided below for additional information.

"We reported record results in the third quarter as we sustained our positive momentum, delivering consistently strong results in SMB Acquiring, B2B Payables and Enterprise Payments," said Tom Priore, Chairman & CEO of Priority. “Our continued execution reinforces that Priority’s technology, operations and decision making have positioned us to excel through the remainder of 2024 and beyond to deliver a thriving ecosystem of financial solutions that accelerate revenue and optimize working capital for businesses.”

Full Year 2024 Financial Guidance

Priority's outlook remains strong and our adjusted full year 2024 guidance is as follows:

  • Revenue forecast affirmed to range between $875 million to $883 million, a growth rate of 16% to 17%, compared to fiscal 2023 results
  • Adjusted gross profit (a non-GAAP measure) forecast affirmed to range between $325 million to $330 million, a growth rate of 18% to 20% compared to fiscal 2023 results
  • Adjusted EBITDA (a non-GAAP measure) forecast increased to a range between $200 million to $204 million, from $196 million to $200 million, a growth rate of 19% to 21% compared to fiscal 2023 results

Conference Call

Priority's leadership will host a conference call on Thursday, November 7, 2024 at 11:00 a.m. EST to discuss its third quarter financial results. Participants can access the call by phone in the U.S. or Canada at (833) 636-1319 or internationally at (412) 902-4286.

The Internet webcast link and accompanying slide presentation can be accessed at https://edge.media-server.com/mmc/p/5gtz5go8 and will also be posted in the "Investor Relations" section of the Company's website at www.prioritycommerce.com.

An audio replay of the call will be available shortly after the conference call until November 14, 2024 at 2:00 p.m. EST. To listen to the audio replay, dial (877) 344-7529 or (412) 317-0088 and enter conference ID number 2890176. Alternatively, you may access the webcast replay in the "Investor Relations" section of the Company's website at www.prioritycommerce.com.

Non-GAAP Financial Measures

This communication includes certain non-GAAP financial measures that we regularly review to evaluate our business and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions. We believe these non-GAAP measures help to illustrate the underlying financial and business trends relating to our results of operations and comparability between current and prior periods. We also use these non-GAAP measures to establish and monitor operational goals. However, these non-GAAP measures are not superior to or a substitute for prominent measurements calculated in accordance with GAAP. Rather, the non-GAAP measures are meant to be a complement to understanding measures prepared in accordance with GAAP.

Adjusted Gross Profit and Adjusted Gross Profit Margin

The Company's adjusted gross profit metric represents revenues less cost of revenue (excluding depreciation and amortization). Adjusted gross profit margin is adjusted gross profit divided by revenues. We review these non-GAAP measures to evaluate our underlying profit trends. The reconciliation of adjusted gross profit to its most comparable GAAP measure is provided below:

(in thousands)

Three Months Ended September 30,

2024

2023

Revenues

$

227,049

$

189,015

Cost of revenue (excluding depreciation and amortization)

(141,070

)

(116,682

)

Adjusted gross profit

$

85,979

$

72,333

Adjusted gross profit margin

37.9

%

38.3

%

Depreciation and amortization of revenue generating assets

(4,207

)

(3,000

)

Gross profit

$

81,772

$

69,333

Gross profit margin

36.0

%

36.7

%

EBITDA and Adjusted EBITDA

EBITDA and adjusted EBITDA are performance measures. EBITDA is earnings before interest, income tax, and depreciation and amortization expenses ("EBITDA"). Adjusted EBITDA begins with EBITDA but further excludes certain non-cash costs, such as stock-based compensation and the write-off of the carrying value of investments or other assets, as well as debt extinguishment and modification expenses and other expenses and income items considered non-recurring, such as acquisition integration expenses, certain professional fees, and litigation settlements. We review the non-GAAP adjusted EBITDA measure to evaluate our business and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions.

The reconciliation of adjusted EBITDA to its most comparable GAAP measure is provided below:

(in thousands)

Three Months Ended September 30,

2024

2023

Net income (loss)

$

10,608

$

(87

)

Interest expense

23,246

19,997

Income tax expense

4,899

4,328

Depreciation and amortization

13,733

17,275

EBITDA

52,486

41,513

Debt extinguishment and modification

43

—

Non-recurring gain

—

(166

)

Selling, general and administrative (non-recurring)

696

2,114

Non-cash stock-based compensation

1,416

1,501

Adjusted EBITDA

$

54,641

$

44,962

Further detail of certain of these adjustments, and where these items are recorded in our consolidated statements of operations, is provided below:

(in thousands)

Three Months Ended September 30,

2024

2023

Selling, general and administrative expenses (non-recurring):

Certain legal fees

552

656

Professional, accounting and consulting fees

128

1,364

Other expenses, net

16

94

$

696

$

2,114

Priority does not provide a reconciliation of forward-looking non-GAAP financial measures to their comparable GAAP financial measures because it could not do so without unreasonable effort due to the unavailability of the information needed to calculate reconciling items and due to the variability, complexity and limited visibility of the adjusting items that would be excluded from the non-GAAP financial measures in future periods. When planning, forecasting and analyzing future periods, the Company does so primarily on a non-GAAP basis without preparing a GAAP analysis as that would require estimates for various cash and non-cash reconciling items that would be difficult to predict with reasonable accuracy. For example, stock-based compensation expense would be difficult to estimate because it depends on the Company's future hiring and retention needs, as well as the future fair market value of the Company's common stock, all of which are difficult to predict and subject to constant change. As a result, the Company does not believe that a GAAP reconciliation would provide meaningful supplemental information about the Company's outlook.

About Priority Technology Holdings, Inc.

Priority is a solution provider in Payments and Banking as a Service operating at scale with over 1.1 million active customers across its SMB, B2B and Enterprise channels processing approximately $127 billion in annual transaction volume and providing administration for over $1.1 billion in account balances. Priority is the payments and banking fintech that streamlines collecting, storing, lending, and sending money through its innovative commerce engine to unlock revenue and generate operational success for businesses. Additional information can be found at www.prioritycommerce.com.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services, and other statements identified by words such as "may," "will," "should," "anticipates," "believes," "expects," "plans," "future," "intends," "could," "estimate," "predict," "projects," "targeting," "potential" or "contingent," "guidance," "outlook" or words of similar meaning. These forward-looking statements include, but are not limited to, our 2024 outlook and statements regarding our market and growth opportunities. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive risks, trends and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking statements. Our actual results could differ materially, and potentially adversely, from those discussed or implied herein.

We caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed in our SEC filings, including our most recent Annual Report on Form 10-K filed with the SEC on March 12, 2024. These filings are available online at www.sec.gov or www.prioritycommerce.com.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. The forward-looking statements included in this press release are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

Priority Technology Holdings, Inc.

Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

2024

2023

2024

2023

Revenues

$

227,049

$

189,015

$

652,635

$

556,333

Operating expenses

Cost of revenue (excludes depreciation and amortization)

141,070

116,682

408,486

353,929

Salary and employee benefits

21,748

20,129

66,017

58,286

Depreciation and amortization

13,733

17,275

44,230

53,303

Selling, general and administrative

12,413

11,423

34,620

31,328

Total operating expenses

188,964

165,509

553,353

496,846

Operating income

38,085

23,506

99,282

59,487

Other (expense) income

Interest expense

(23,246

)

(19,997

)

(65,836

)

(55,461

)

Debt extinguishment and modification costs

(43

)

—

(8,666

)

—

Other income, net

711

732

2,011

1,319

Total other expense, net

(22,578

)

(19,265

)

(72,491

)

(54,142

)

Income before income taxes

15,507

4,241

26,791

5,345

Income tax expense

4,899

4,328

9,996

6,550

Net income (loss)

10,608

(87

)

16,795

(1,205

)

Less: Dividends and accretion attributable to redeemable senior preferred stockholders

(5,121

)

(12,192

)

(36,348

)

(35,252

)

Less: Return on redeemable NCI in consolidated subsidiary

—

—

(639

)

—

Net income (loss) attributable to common stockholders

5,487

(12,279

)

$

(20,192

)

$

(36,457

)

Other comprehensive income ( loss)

Foreign currency translation adjustments

(28

)

(65

)

(37

)

(34

)

Comprehensive income (loss)

$

5,459

$

(12,344

)

$

(20,229

)

$

(36,491

)

Earnings (loss) per common share:

Basic

$

0.07

$

(0.16

)

$

(0.26

)

$

(0.47

)

Diluted

$

0.07

$

(0.16

)

$

(0.26

)

$

(0.47

)

Weighted-average common shares outstanding:

Basic

77,973

78,381

77,910

78,270

Diluted

80,095

78,381

77,910

78,270

Priority Technology Holdings, Inc.

Unaudited Consolidated Balance Sheets

(in thousands)

September 30, 2024

December 31, 2023

Assets

Current assets:

Cash and cash equivalents

$

41,072

$

39,604

Restricted cash

13,398

11,923

Accounts receivable, net of allowances

73,393

58,551

Prepaid expenses and other current assets

19,103

13,273

Current portion of notes receivable, net of allowance

2,567

1,468

Settlement assets and customer/subscriber account balances

879,361

756,475

Total current assets

1,028,894

881,294

Notes receivable, less current portion

3,727

3,728

Property, equipment and software, net

51,603

44,680

Goodwill

376,091

376,103

Intangible assets, net

248,819

273,350

Deferred income taxes, net

25,477

22,533

Other noncurrent assets

25,058

13,649

Total assets

$

1,759,669

1,615,337

Liabilities, Redeemable Senior Preferred Stock, Redeemable NCI, and Stockholders' Deficit

Current liabilities:

Accounts payable and accrued expenses

$

67,009

$

52,643

Accrued residual commissions

35,818

33,025

Customer deposits and advance payments

4,205

3,934

Current portion of long-term debt

8,350

6,712

Settlement and customer/subscriber account obligations

875,815

755,754

Total current liabilities

991,197

852,068

Long-term debt, net of current portion, discounts and debt issuance costs

808,081

631,965

Other noncurrent liabilities

19,241

18,763

Total liabilities

1,818,519

1,502,796

Redeemable senior preferred stock, net of discounts and issuance costs

105,098

258,605

Stockholders' deficit:

Preferred stock

—

—

Common stock

77

77

Treasury stock, at cost

(19,278

)

(12,815

)

Additional paid-in capital

—

—

Accumulated other comprehensive loss

(66

)

(29

)

Accumulated deficit

(146,571

)

(134,951

)

Total stockholders' deficit attributable to stockholders of Priority

(165,838

)

(147,718

)

Non-controlling interests in consolidated subsidiaries

1,890

1,654

Total stockholders' deficit

(163,948

)

(146,064

)

Total liabilities, redeemable senior preferred stock, redeemable NCI and stockholders' deficit

$

1,759,669

$

1,615,337

Priority Technology Holdings, Inc.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

Nine Months Ended September 30,

2024

2023

Cash flows from operating activities:

Net income (loss)

$

16,795

$

(1,205

)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization of assets

44,230

53,303

Stock-based, ESPP and incentive units compensation

4,878

5,183

Amortization of debt issuance costs and discounts

2,250

2,812

Debt extinguishment and modification costs

8,666

—

Deferred income tax

(2,944

)

(2,432

)

Change in contingent consideration

3,280

906

Other non-cash items, net

(37

)

(169

)

Change in operating assets and liabilities:

Accounts receivable

(15,712

)

17,931

Prepaid expenses and other current assets

(2,808

)

(2,630

)

Income taxes (receivable) payable

(3,000

)

498

Notes receivable

(883

)

(668

)

Accounts payable and other accrued liabilities

12,864

302

Customer deposits and advance payments

271

3,802

Other assets and liabilities, net

(5,998

)

(4,953

)

Net cash provided by operating activities

61,852

72,680

Cash flows from investing activities:

Acquisition of business, net of cash acquired

—

(28,182

)

Additions to property, equipment and software

(17,044

)

(15,268

)

Notes receivable, net

(216

)

151

Acquisitions of assets and other investing activities

(7,474

)

(7,925

)

Net cash used in investing activities

(24,734

)

(51,224

)

Cash flows from financing activities:

Proceeds from issuance of long-term debt, net of issue discount

830,200

—

Debt issuance and modification costs paid

(6,901

)

(807

)

Repayments of long-term debt

(656,460

)

(4,650

)

Borrowings under revolving credit facility

—

44,000

Repayments of borrowings under revolving credit facility

—

(23,500

)

Redemption of PHOT redeemable NCI

(2,130

)

—

Repurchases of shares withheld for taxes

(1,208

)

(1,018

)

Redemption of senior preferred stock

(136,936

)

—

Redemption of accumulated unpaid dividend on redeemable senior preferred stock

(30,819

)

—

Dividends paid to redeemable senior preferred stockholders

(22,099

)

(17,908

)

Settlement and customer/subscriber accounts obligations, net

116,065

165,610

Payment of contingent consideration related to business combination

(4,996

)

(4,698

)

Net cash provided by financing activities

84,716

157,029

Net change in cash and cash equivalents and restricted cash:

Net increase in cash and cash equivalents, and restricted cash

121,834

178,485

Cash and cash equivalents and restricted cash at beginning of period

796,223

560,610

Cash and cash equivalents and restricted cash at end of period

$

918,057

$

739,095

Reconciliation of cash and cash equivalents, and restricted cash:

Cash and cash equivalents

$

41,072

$

24,595

Restricted cash

13,398

13,890

Cash and cash equivalents included in settlement assets and customer/subscriber account balances

863,587

700,610

Total cash and cash equivalents, and restricted cash

$

918,057

$

739,095

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)

Three Months Ended September 30,

Nine Months Ended September 30,

2024

2023

2024

2023

SMB Payments:

Revenues

$

158,770

$

140,241

$

457,875

$

443,122

Adjusted EBITDA

$

28,644

$

27,613

$

82,265

$

84,449

Key Indicators:

Merchant bankcard processing dollar value

$

15,517,131

$

14,150,995

$

46,096,861

$

44,483,491

Merchant bankcard transaction count

195,786

178,721

564,855

522,470

B2B Payments:

Revenues

$

22,143

$

13,985

$

65,368

$

19,744

Adjusted EBITDA

$

1,933

$

1,359

$

5,209

$

1,877

Key Indicators:

B2B issuing dollar volume

$

255,323

$

221,456

$

732,589

$

636,361

B2B issuing transaction count

256

267

738

829

Enterprise Payments:

Revenues

$

47,099

$

35,174

$

131,758

$

93,919

Adjusted EBITDA

$

40,940

$

29,757

$

112,911

$

77,853

Key Indicators:

Average billed clients

832,351

590,578

766,370

525,274

Average monthly new enrollments

62,875

56,269

57,281

51,864

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)

Three Months Ended September 30, 2024

SMB Payments

B2B Payments

Enterprise Payments

Corporate

Total Consolidated

Reconciliation of Adjusted EBITDA to GAAP Measure:

Adjusted EBITDA

$

28,644

$

1,933

$

40,940

$

(16,876

)

$

54,641

Interest expense

—

(1,066

)

—

(22,180

)

(23,246

)

Depreciation and amortization

(6,939

)

(1,261

)

(4,304

)

(1,229

)

(13,733

)

Debt modification and extinguishment expenses

—

—

—

(43

)

(43

)

Selling, general and administrative (non-recurring)

—

—

—

(696

)

(696

)

Non-cash stock based compensation

(4

)

(73

)

(33

)

(1,306

)

(1,416

)

Income (loss) before taxes

$

21,701

$

(467

)

$

36,603

$

(42,330

)

$

15,507

Nine Months Ended September 30, 2024

SMB Payments

B2B Payments

Enterprise Payments

Corporate

Total Consolidated

Reconciliation of Adjusted EBITDA to GAAP Measure:

Adjusted EBITDA

$

82,265

$

5,209

$

112,911

$

(47,853

)

$

152,532

Interest expense

(1

)

(3,280

)

—

(62,555

)

(65,836

)

Depreciation and amortization

(24,065

)

(3,992

)

(12,431

)

(3,742

)

(44,230

)

Debt modification and extinguishment expenses

—

—

—

(8,666

)

(8,666

)

Selling, general and administrative (non-recurring)

—

—

—

(2,131

)

(2,131

)

Non-cash stock based compensation

(12

)

(299

)

(98

)

(4,469

)

(4,878

)

Income (loss) before taxes

$

58,187

$

(2,362

)

$

100,382

$

(129,416

)

$

26,791

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)

Three Months Ended September 30, 2023

SMB Payments

B2B Payments

Enterprise Payments

Corporate

Total Consolidated

Reconciliation of Adjusted EBITDA to GAAP Measure:

Adjusted EBITDA

$

27,613

$

1,359

$

29,757

$

(13,767

)

$

44,962

Interest expense

—

(498

)

(62

)

(19,437

)

(19,997

)

Depreciation and amortization

(9,136

)

(719

)

(5,947

)

(1,473

)

(17,275

)

Selling, general and administrative (non-recurring)

—

—

—

(2,114

)

(2,114

)

Non-cash stock based compensation

(114

)

(36

)

(66

)

(1,285

)

(1,501

)

Other non-recurring gain, net

—

—

—

166

166

Income (loss) before taxes

$

18,363

$

106

$

23,682

$

(37,910

)

$

4,241

Nine Months Ended September 30, 2023

SMB Payments

B2B Payments

Enterprise Payments

Corporate

Total Consolidated

Reconciliation of Adjusted EBITDA to GAAP Measure:

Adjusted EBITDA

$

84,449

$

1,877

$

77,853

$

(40,484

)

$

123,695

Interest expense

—

(498

)

(293

)

(54,670

)

(55,461

)

Depreciation and amortization

(27,553

)

(756

)

(18,571

)

(6,423

)

(53,303

)

Selling, general and administrative (non-recurring)

—

—

—

(4,410

)

(4,410

)

Non-cash stock based compensation

(408

)

(237

)

(195

)

(4,343

)

(5,183

)

Other non-recurring gain, net

—

—

—

7

7

Income (loss) before taxes

$

56,488

$

386

$

58,794

$

(110,323

)

$

5,345

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