PRTH 8-K
Priority Technology Holdings, Inc. (PRTH)
8-K
2025-03-06
For: 2025-03-06
View Original
Added on
April 12, 2026
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code: (800 ) 935-5961
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of (1933 §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On March 6, 2025 , Priority Technology Holdings, Inc. ("Priority") issued a press release announcing its financial results for the quarter ended December 31, 2024. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On March 6, 2025 , Priority will hold an earnings conference call and webcast at 11:00 a.m. (Eastern Time) to discuss the financial results for the quarter ended December 31, 2024. The press release referenced in Item 2.02 contains information about how to access the conference call and webcast. A copy of the slide presentation to be used during the earnings call and webcast is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The slide presentation also will be available on our website, www.prioritycommerce.com under the "Investor Relations" section.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits – The following exhibit is furnished as part of this Current Report on Form 8-K.
| Exhibit Number | Description | ||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | ||||
SIGNATURE
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 hereunto duly authorized.
Dated: | ||||||||
| PRIORITY TECHNOLOGY HOLDINGS, INC. | ||||||||
| By: /s/ Timothy O'Leary | ||||||||
| Name: Timothy O'Leary | ||||||||
| Title: Chief Financial Officer | ||||||||
EXHIBIT 99.1
Priority Investor Inquiries:
Chris Kettmann
(773) 497-7575
Priority Technology Holdings, Inc. Announces Fourth Quarter and Full Year 2024 Financial Results
Strong Fourth Quarter Growth Driven by Performance Across Diverse Business Segments
ALPHARETTA, GA - March 6, 2025 -- Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), a payments and banking fintech that streamlines collecting, storing, lending and sending money through its innovative commerce engine (the “Priority Commerce Engine” or “PCE”) to unlock revenue opportunities and generate operational success for businesses, has announced its fourth quarter and full year 2024 financial results including strong year-over-year revenue and profit growth.
Highlights of Consolidated Results
Fourth Quarter 2024 Compared with Fourth Quarter 2023
Financial highlights of the fourth quarter of 2024 compared with the fourth quarter of 2023, are as follows2:
•Revenue of $227.1 million increased 13.9% from $199.3 million
•Adjusted gross profit (a non-GAAP measure1) of $83.9 million increased 15.1% from $72.9 million
•Adjusted gross profit margin (a non-GAAP measure1) of 37.0% increased 40.0 basis points from 36.6%
•Operating income of $34.1 million increased 54.9% from $22.0 million
•Adjusted EBITDA (a non-GAAP measure1) of $51.7 million increased 16.0% from $44.6 million
•Adjusted EPS (a non-GAAP measure1) of $0.18 increased 800% from $0.02
•Driven by strong cash flow performance in 2024, the Company made a $10.0 million voluntary prepayment on its term loan on February 28, 2025
Full Year 2024 Compared with Full Year 2023
Financial highlights of the Full Year of 2024 compared with the Full Year of 2023, are as follows2:
•Revenue of $879.7 million increased 16.4% from $755.6 million
•Adjusted gross profit (a non-GAAP measure1) of $328.1 million increased 19.2% from $275.3 million
•Adjusted gross profit margin (a non-GAAP measure1) of 37.3% increased 90 basis points from 36.4%
•Operating income of $133.4 million increased 63.7% from $81.5 million
•Adjusted EBITDA (a non-GAAP measure1) of $204.3 million increased 21.3% from $168.3 million
•Adjusted EPS (a non-GAAP measure1) of $0.51 increased 750% from $0.06
1
(1)See "Non-GAAP Financial Measures" and the reconciliations of Adjusted Gross Profit (non-GAAP), Adjusted Gross Profit Margin (non-GAAP), Adjusted EBITDA (non-GAAP), and Adjusted EPS (non-GAAP), to their most comparable GAAP measures provided below for additional information.
(2)Certain amounts/percentages may not add mathematically due to rounding.
“We reported the strongest revenue performance in our history, both for the fourth quarter and the full year, driven by continued momentum in every segment of our business," said Tom Priore, Chairman & CEO of Priority. “The numbers demonstrate that the Priority Commerce Engine that streamlines collecting, storing, lending and sending money with solutions for acquiring, payables and banking – and creates revenue and operational success for businesses – continues to resonate with our partners and customers. We remain committed to meeting our customers where they are with a flexible financial toolset that makes working with Priority seamless and easy.”
Full Year 2025 Financial Guidance
Priority's outlook remains strong, which is reflected in our full year 2025 guidance:
•Revenue forecast to range between $965 million to $1 billion, a growth rate of 10% to 14%, compared to fiscal 2024 results
•Adjusted gross profit (a non-GAAP measure) forecast to range between $360 million and $385 million, a growth rate of 10% to 17% compared to fiscal 2024 results
•Adjusted EBITDA (a non-GAAP measure) forecast to range between $220 million to $230 million, a growth rate of 8% to 13% compared to fiscal 2024 results
Conference Call
Priority's leadership will host a conference call on Thursday, March 6, 2025 at 11:00 a.m. EDT to discuss its fourth quarter and full-year 2024 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/59kiss68 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 March 13, 2025 at 2:00 p.m. EDT. To listen to the audio replay, dial (877) 344-7529 or (412) 317-0088 and enter conference ID number 2813602. Alternatively, you may access the webcast replay in the "Investor Relations" section of the Company's website at www.prioritycommerce.com.
2
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.
Gross Profit and Adjusted Gross Profit Margin
The Company's adjusted gross profit metric represents revenues less cost of services (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 December 31, | Years Ended December 31, | |||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues | $ | 227,067 | $ | 199,279 | $ | 879,702 | $ | 755,612 | |||||||||||||||
| Cost of services (excluding depreciation and amortization) | (143,134) | (126,378) | (551,621) | (480,307) | |||||||||||||||||||
| Adjusted gross profit | $ | 83,933 | $ | 72,901 | $ | 328,081 | $ | 275,305 | |||||||||||||||
| Adjusted gross profit margin | 37.0 | % | 36.6 | % | 37.3 | % | 36.4 | % | |||||||||||||||
| Depreciation and amortization of revenue generating assets | (4,467) | (3,638) | (16,516) | (12,628) | |||||||||||||||||||
| Gross profit | $ | 79,466 | $ | 69,263 | $ | 311,565 | $ | 262,677 | |||||||||||||||
| Gross profit margin | 35.0 | % | 34.8 | % | 35.4 | % | 34.8 | % | |||||||||||||||
3
EBITDA and Adjusted EBITDA
EBITDA and adjusted EBITDA are performance measures. EBITDA is earnings before interest expense, 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 December 31, | Years Ended December 31, | |||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net income (loss) | $ | 7,220 | $ | (106) | $ | 24,015 | $ | (1,311) | |||||||||||||||
| Interest expense | 23,111 | 20,647 | 88,948 | 76,108 | |||||||||||||||||||
| Income tax expense | 3,270 | 1,913 | 13,266 | 8,463 | |||||||||||||||||||
| Depreciation and amortization | 13,811 | 15,092 | 58,041 | 68,395 | |||||||||||||||||||
| EBITDA | 47,412 | 37,546 | 184,270 | 151,655 | |||||||||||||||||||
| Selling, general and administrative (non-recurring) | 1,379 | 5,256 | 3,510 | 9,825 | |||||||||||||||||||
| Debt modification and extinguishment expenses | 1,703 | — | 10,369 | — | |||||||||||||||||||
| Non-cash stock-based compensation | 1,241 | 1,585 | 6,118 | 6,768 | |||||||||||||||||||
| Non-cash other losses | — | 250 | — | 84 | |||||||||||||||||||
| Adjusted EBITDA | $ | 51,735 | $ | 44,637 | $ | 204,267 | $ | 168,332 | |||||||||||||||
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 December 31, | Years Ended December 31, | |||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Selling, general and administrative expenses (non-recurring): | |||||||||||||||||||||||
| Non-cash restructuring costs | $ | — | $ | 3,530 | $ | — | $ | 3,530 | |||||||||||||||
| Certain legal fees | 1,347 | 752 | 2,769 | 3,005 | |||||||||||||||||||
| Professional, accounting and consulting fees | 20 | 204 | 544 | 2,138 | |||||||||||||||||||
| Other expenses, net | 12 | 370 | 197 | 702 | |||||||||||||||||||
| Litigation settlement | — | 400 | — | 450 | |||||||||||||||||||
| $ | 1,379 | $ | 5,256 | $ | 3,510 | $ | 9,825 | ||||||||||||||||
4
Adjusted Earnings (Loss) Per Share (Adjusted EPS)
Adjusted EPS is a performance measure. Adjusted EPS is calculated by dividing adjusted net income attributable to common shareholders by weighted average number shares outstanding for the respective periods.
Adjusted net income attributable to common shareholders begins with Net income attributable to common shareholders adjusted to exclude various items listed below. We believe that adjusted EPS is a measure that is useful to investors and management in understanding our ongoing profitability and in analysis of ongoing profitability trends.
| (in thousands) | Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Reconciliation of Adjusted EPS | ||||||||||||||||||||||||||
| Net loss attributable to common shareholders | $ | (3,769) | $ | (12,598) | $ | (23,960) | $ | (49,055) | ||||||||||||||||||
| Accelerated accretion expense and excise tax attributable to redeemable senior preferred stockholders | 8,154 | — | 17,703 | — | ||||||||||||||||||||||
| Debt modification costs | 1,703 | — | 10,369 | — | ||||||||||||||||||||||
| Stock based compensation | 1,241 | 1,585 | 6,118 | 6,768 | ||||||||||||||||||||||
| Other non-recurring expenses | 1,379 | 5,506 | 3,510 | 9,909 | ||||||||||||||||||||||
| Amortization of acquisition related intangible assets | 9,243 | 11,590 | 42,173 | 56,214 | ||||||||||||||||||||||
Tax impact of adjustments(1) | (3,526) | (4,896) | (16,158) | (19,083) | ||||||||||||||||||||||
| Adjusted net income attributable to common share holders | $ | 14,425 | $ | 1,187 | $ | 39,755 | $ | 4,753 | ||||||||||||||||||
| Weighted average common shares outstanding (basic) | 78,241 | 78,532 | 77,993 | 78,333 | ||||||||||||||||||||||
| Effect of dilutive potential common shares | 1,145 | 99 | 647 | 381 | ||||||||||||||||||||||
| Adjusted Weighted average shares outstanding (diluted) | 79,386 | 78,631 | 78,640 | 78,714 | ||||||||||||||||||||||
| Loss per common share | ||||||||||||||||||||||||||
| Basic and diluted | $ | (0.05) | $ | (0.16) | $ | (0.31) | $ | (0.63) | ||||||||||||||||||
| Adjusted earnings per common share | ||||||||||||||||||||||||||
| Basic | $ | 0.18 | $ | 0.02 | $ | 0.51 | $ | 0.06 | ||||||||||||||||||
| Diluted | $ | 0.18 | $ | 0.02 | $ | 0.51 | $ | 0.06 | ||||||||||||||||||
(1) The tax impact calculated using the blended statutory income tax rate (i.e. 26.0% for 2024 and 26.2% for 2023)
5
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.
6
About Priority Technology Holdings, Inc.
Priority is a solution provider in Payments and Banking as a Service operating at scale with over 1.2 million customers across its SMB, B2B and Enterprise channels processing over $130.0 billion in annual transaction activity while administrating approximately $1.2 billion in customer account balances. Priority’s purpose-built technology enables clients to collect, store, lend and send money and provides customers the acceptance and AP payment applications and Passport financial tools that best optimize their cash flow and maximize working capital. 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 2025 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 6, 2025. 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.
7
Priority Technology Holdings, Inc.
Unaudited Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except per share amounts)
| Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues | $ | 227,067 | $ | 199,279 | $ | 879,702 | $ | 755,612 | |||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of services (excludes depreciation and amortization) | 143,134 | 126,378 | 551,621 | 480,307 | |||||||||||||||||||
| Salary and employee benefits | 23,199 | 21,688 | 89,216 | 79,974 | |||||||||||||||||||
| Depreciation and amortization | 13,811 | 15,092 | 58,041 | 68,395 | |||||||||||||||||||
| Selling, general and administrative | 12,784 | 14,084 | 47,403 | 45,412 | |||||||||||||||||||
| Total operating expenses | 192,928 | 177,242 | 746,281 | 674,088 | |||||||||||||||||||
| Operating income | 34,139 | 22,037 | 133,421 | 81,524 | |||||||||||||||||||
| Other (expense) income | |||||||||||||||||||||||
| Interest expense | (23,111) | (20,647) | (88,948) | (76,108) | |||||||||||||||||||
| Debt extinguishment and modification costs | (1,703) | — | (10,369) | — | |||||||||||||||||||
| Other income, net | 1,165 | 417 | 3,177 | 1,736 | |||||||||||||||||||
| Total other expense, net | (23,649) | (20,230) | (96,140) | (74,372) | |||||||||||||||||||
| Income before income taxes | 10,490 | 1,807 | 37,281 | 7,152 | |||||||||||||||||||
| Income tax expense | 3,270 | 1,913 | 13,266 | 8,463 | |||||||||||||||||||
| Net income (loss) | 7,220 | (106) | 24,015 | (1,311) | |||||||||||||||||||
| Less: Dividends, accretion, and related excise tax attributable to redeemable senior preferred stockholders | (10,989) | (12,492) | (47,336) | (47,744) | |||||||||||||||||||
| Less: Return on redeemable NCI in consolidated subsidiary, net of deferred tax benefit | — | — | (639) | — | |||||||||||||||||||
| Net loss attributable to common shareholders | (3,769) | (12,598) | $ | (23,960) | $ | (49,055) | |||||||||||||||||
| Other comprehensive loss | |||||||||||||||||||||||
| Foreign currency translation adjustments | (109) | 5 | (147) | (29) | |||||||||||||||||||
| Comprehensive loss | $ | (3,878) | $ | (12,593) | $ | (24,107) | $ | (49,084) | |||||||||||||||
| Loss per common share: | |||||||||||||||||||||||
| Basic and diluted | $ | (0.05) | $ | (0.16) | $ | (0.31) | $ | (0.63) | |||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic and diluted | 78,241 | 78,532 | 77,993 | 78,333 | |||||||||||||||||||
8
Priority Technology Holdings, Inc.
Unaudited Consolidated Balance Sheets
(in thousands)
| December 31, 2024 | December 31, 2023 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 58,600 | $ | 39,604 | |||||||
| Restricted cash | 11,090 | 11,923 | |||||||||
| Accounts receivable, net of allowances | 67,969 | 58,551 | |||||||||
| Prepaid expenses and other current assets | 22,990 | 13,273 | |||||||||
| Current portion of notes receivable, net of allowance | 3,638 | 1,468 | |||||||||
| Settlement assets and customer/subscriber account balances | 940,798 | 756,475 | |||||||||
| Total current assets | 1,105,085 | 881,294 | |||||||||
| Notes receivable, less current portion | 4,919 | 3,728 | |||||||||
| Property, equipment and software, net | 52,477 | 44,680 | |||||||||
| Goodwill | 376,091 | 376,103 | |||||||||
| Intangible assets, net | 240,874 | 273,350 | |||||||||
| Deferred income taxes, net | 24,697 | 22,533 | |||||||||
| Other noncurrent assets | 22,717 | 13,649 | |||||||||
| Total assets | $ | 1,826,860 | $ | 1,615,337 | |||||||
| Liabilities, Redeemable Senior Preferred Stock and Shareholders' Deficit | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | 62,149 | $ | 52,643 | |||||||
| Accrued residual commissions | 37,560 | 33,025 | |||||||||
| Customer deposits and advance payments | 2,246 | 3,934 | |||||||||
| Current portion of long-term debt | 9,503 | 6,712 | |||||||||
| Settlement and customer/subscriber account obligations | 940,213 | 755,754 | |||||||||
| Total current liabilities | 1,051,671 | 852,068 | |||||||||
| Long-term debt, net of current portion, discounts and debt issuance costs | 920,888 | 631,965 | |||||||||
| Other noncurrent liabilities | 19,326 | 18,763 | |||||||||
| Total liabilities | 1,991,885 | 1,502,796 | |||||||||
| Redeemable senior preferred stock, net of discounts and issuance costs | — | 258,605 | |||||||||
| Stockholders' deficit: | |||||||||||
| Preferred stock | — | — | |||||||||
| Common stock | 77 | 77 | |||||||||
| Treasury stock, at cost | (19,607) | (12,815) | |||||||||
| Additional paid-in capital | — | — | |||||||||
| Accumulated other comprehensive loss | (176) | (29) | |||||||||
| Accumulated deficit | (147,134) | (134,951) | |||||||||
| Total stockholders' deficit attributable to shareholders of PRTH | (166,840) | (147,718) | |||||||||
| Non-controlling interest | 1,815 | 1,654 | |||||||||
| Total stockholders' deficit | (165,025) | (146,064) | |||||||||
| Total liabilities, redeemable senior preferred stock and shareholders' deficit | $ | 1,826,860 | $ | 1,615,337 | |||||||
9
Priority Technology Holdings, Inc
Unaudited Consolidated Statements of Cash Flows
(in thousands)
| Years Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | 24,015 | $ | (1,311) | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization of assets | 58,041 | 68,395 | |||||||||
| Stock-based, ESPP and incentive units compensation | 6,118 | 6,769 | |||||||||
| Amortization of debt issuance costs and discounts | 2,736 | 3,849 | |||||||||
| Debt extinguishment and modification costs | 10,369 | — | |||||||||
| Deferred income tax benefit | (2,194) | (6,086) | |||||||||
| Change in contingent consideration liability | 2,839 | (1,639) | |||||||||
| Other non-cash items, net | (147) | (3,924) | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | (9,387) | 24,471 | |||||||||
| Prepaid expenses and other current assets | (6,062) | (936) | |||||||||
| Income taxes (receivable) payable | (3,633) | (273) | |||||||||
| Notes receivable | — | (912) | |||||||||
| Accounts payable and other accrued liabilities | 9,562 | (3,218) | |||||||||
| Customer deposits and advance payments | (1,688) | 1,102 | |||||||||
| Other assets and liabilities, net | (4,960) | (5,031) | |||||||||
| Net cash provided by operating activities | 85,609 | 81,256 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Acquisition of business, net of cash acquired | — | (28,222) | |||||||||
| Additions to property, equipment and software | (21,693) | (21,256) | |||||||||
| Notes receivable, net | (3,361) | 376 | |||||||||
| Acquisitions of assets and other investing activities | (10,492) | (6,646) | |||||||||
| Net cash used in investing activities | (35,546) | (55,748) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of long-term debt, net of issue discount | 945,126 | 49,750 | |||||||||
| Debt issuance and modification costs paid | (7,680) | (1,220) | |||||||||
| Repayments of long-term debt | (658,835) | (6,328) | |||||||||
| Borrowings under revolving credit facility | — | 44,000 | |||||||||
| Repayments of borrowings under revolving credit facility | — | (56,500) | |||||||||
| Redemption of senior preferred stock | (225,000) | — | |||||||||
| Redemption of accumulated unpaid dividend on redeemable preferred stock | (54,557) | — | |||||||||
| Redemption of redeemable NCI in subsidiary | (2,130) | — | |||||||||
| Repurchases of Common Stock and shares withheld for taxes | (1,538) | (1,256) | |||||||||
| Dividends paid to redeemable senior preferred stockholders | (23,646) | (24,718) | |||||||||
| Proceeds from exercise of stock options | 1,816 | — | |||||||||
| Settlement and customer/subscriber accounts obligations, net | 179,614 | 211,077 | |||||||||
| Payment of contingent consideration related to business combination | (5,592) | (4,700) | |||||||||
| Net cash provided by financing activities | 147,578 | 210,105 | |||||||||
| Net change in cash and cash equivalents and restricted cash: | |||||||||||
| Net increase in cash and cash equivalents, and restricted cash | 197,641 | 235,613 | |||||||||
| 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 | $ | 993,864 | $ | 796,223 | |||||||
| Reconciliation of cash and cash equivalents, and restricted cash: | |||||||||||
| Cash and cash equivalents | $ | 58,600 | $ | 39,604 | |||||||
| Restricted cash | 11,090 | 11,923 | |||||||||
| Cash and cash equivalents included in settlement assets and customer/subscriber account balances | 924,174 | 744,696 | |||||||||
| Total cash and cash equivalents, and restricted cash | $ | 993,864 | $ | 796,223 | |||||||
10
Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results
(in thousands)
| Three Months Ended December 31 | Years Ended December 31 | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| SMB Payments: | |||||||||||||||||||||||
| Revenues | $ | 155,672 | $ | 140,129 | $ | 613,547 | $ | 583,251 | |||||||||||||||
| Adjusted EBITDA | $ | 26,648 | $ | 25,036 | $ | 108,913 | $ | 109,485 | |||||||||||||||
| Key Indicators: | |||||||||||||||||||||||
| Merchant bankcard processing dollar value | $ | 15,527,326 | $ | 14,570,549 | $ | 61,703,021 | $ | 59,054,039 | |||||||||||||||
| Merchant bankcard transaction count | 189,738 | 173,732 | 755,989 | 696,203 | |||||||||||||||||||
| Total card processing dollar value | $ | 18,137,274 | $ | 16,958,661 | $ | 71,566,091 | $ | 68,489,886 | |||||||||||||||
| B2B Payments: | |||||||||||||||||||||||
| Revenues | $ | 23,735 | $ | 21,411 | $ | 89,103 | $ | 41,156 | |||||||||||||||
| Adjusted EBITDA | $ | 2,395 | $ | 372 | $ | 7,605 | $ | 2,250 | |||||||||||||||
| Key Indicators: | |||||||||||||||||||||||
| B2B issuing dollar volume | $ | 244,689 | $ | 215,587 | $ | 977,278 | $ | 851,948 | |||||||||||||||
| B2B issuing transaction count | 236 | 259 | 974 | 1,087 | |||||||||||||||||||
| Enterprise Payments: | |||||||||||||||||||||||
| Revenues | $ | 48,690 | $ | 38,262 | $ | 180,448 | $ | 132,186 | |||||||||||||||
| Adjusted EBITDA | $ | 42,025 | $ | 33,040 | $ | 154,936 | $ | 110,893 | |||||||||||||||
| Key Indicators: | |||||||||||||||||||||||
| Average billed clients | 891,157 | 650,280 | 797,567 | 556,526 | |||||||||||||||||||
| Average monthly new enrollments | 52,444 | 48,643 | 56,072 | 51,059 | |||||||||||||||||||
11
Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results
| Three Months Ended December 31, 2024 | ||||||||||||||||||||||||||||||||
| SMB Payments | B2B Payments | Enterprise Payments | Corporate | Total Consolidated | ||||||||||||||||||||||||||||
| Reconciliation of Adjusted EBITDA to GAAP Measure: | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 26,648 | $ | 2,395 | $ | 42,025 | $ | (19,333) | $ | 51,735 | ||||||||||||||||||||||
| Interest expense | — | (1,060) | — | (22,051) | (23,111) | |||||||||||||||||||||||||||
| Depreciation and amortization | (6,799) | (1,266) | (4,498) | (1,248) | (13,811) | |||||||||||||||||||||||||||
| Debt modification and extinguishment expenses | — | — | — | (1,703) | (1,703) | |||||||||||||||||||||||||||
| Selling, general and administrative (non-recurring) | — | — | — | (1,379) | (1,379) | |||||||||||||||||||||||||||
| Non-cash stock based compensation | (4) | 79 | (33) | (1,283) | (1,241) | |||||||||||||||||||||||||||
| Income (loss) before taxes | $ | 19,845 | $ | 148 | $ | 37,494 | $ | (46,997) | $ | 10,490 | ||||||||||||||||||||||
| Income tax expense | (3,270) | |||||||||||||||||||||||||||||||
| Net income | $ | 7,220 | ||||||||||||||||||||||||||||||
| Year Ended December 31, 2024 | ||||||||||||||||||||||||||||||||
| SMB Payments | B2B Payments | Enterprise Payments | Corporate | Total Consolidated | ||||||||||||||||||||||||||||
| Reconciliation of Adjusted EBITDA to GAAP Measure: | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 108,913 | $ | 7,605 | $ | 154,936 | $ | (67,187) | $ | 204,267 | ||||||||||||||||||||||
| Interest expense | (1) | (4,340) | — | (84,607) | (88,948) | |||||||||||||||||||||||||||
| Depreciation and amortization | (30,865) | (5,258) | (16,928) | (4,990) | (58,041) | |||||||||||||||||||||||||||
| Debt modification and extinguishment expenses | — | — | — | (10,369) | (10,369) | |||||||||||||||||||||||||||
| Selling, general and administrative (non-recurring) | — | — | — | (3,510) | (3,510) | |||||||||||||||||||||||||||
| Non-cash stock based compensation | (16) | (220) | (131) | (5,751) | (6,118) | |||||||||||||||||||||||||||
| Income (loss) before taxes | $ | 78,031 | $ | (2,213) | $ | 137,877 | $ | (176,414) | $ | 37,281 | ||||||||||||||||||||||
| Income tax expense | (13,266) | |||||||||||||||||||||||||||||||
| Net income | $ | 24,015 | ||||||||||||||||||||||||||||||
12
Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results
| Three Months Ended December 31, 2023 | ||||||||||||||||||||||||||||||||
| SMB Payments | B2B Payments | Enterprise Payments | Corporate | Total Consolidated | ||||||||||||||||||||||||||||
| Reconciliation of Adjusted EBITDA to GAAP Measure: | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 25,036 | $ | 372 | $ | 33,040 | $ | (13,811) | $ | 44,637 | ||||||||||||||||||||||
| Interest expense | — | (804) | (64) | (19,779) | (20,647) | |||||||||||||||||||||||||||
| Depreciation and amortization | (9,162) | (1,075) | (3,856) | (999) | (15,092) | |||||||||||||||||||||||||||
| Selling, general and administrative (non-recurring) | — | — | — | (5,256) | (5,256) | |||||||||||||||||||||||||||
| Non-cash stock based compensation | (131) | (312) | (66) | (1,076) | (1,585) | |||||||||||||||||||||||||||
| Non-cash other loses | — | — | — | (250) | (250) | |||||||||||||||||||||||||||
| Income (loss) before taxes | $ | 15,743 | $ | (1,819) | $ | 29,054 | $ | (41,171) | $ | 1,807 | ||||||||||||||||||||||
| Income tax expense | (1,913) | |||||||||||||||||||||||||||||||
| Net loss | $ | (106) | ||||||||||||||||||||||||||||||
| Year Ended December 31, 2023 | ||||||||||||||||||||||||||||||||
| SMB Payments | B2B Payments | Enterprise Payments | Corporate | Total Consolidated | ||||||||||||||||||||||||||||
| Reconciliation of Adjusted EBITDA to GAAP Measure: | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 109,485 | $ | 2,250 | $ | 110,893 | $ | (54,296) | $ | 168,332 | ||||||||||||||||||||||
| Interest expense | — | (1,302) | (357) | (74,449) | (76,108) | |||||||||||||||||||||||||||
| Depreciation and amortization | (36,715) | (1,831) | (22,426) | (7,423) | (68,395) | |||||||||||||||||||||||||||
| Selling, general and administrative (non-recurring) | — | — | — | (9,825) | (9,825) | |||||||||||||||||||||||||||
| Non-cash stock based compensation | (539) | (549) | (261) | (5,419) | (6,768) | |||||||||||||||||||||||||||
| Non-cash other losses | — | — | — | (84) | (84) | |||||||||||||||||||||||||||
| Income (loss) before taxes | $ | 72,231 | $ | (1,432) | $ | 87,849 | $ | (151,496) | $ | 7,152 | ||||||||||||||||||||||
| Income tax expense | (8,463) | |||||||||||||||||||||||||||||||
| Net loss | $ | (1,311) | ||||||||||||||||||||||||||||||
13
Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: Q4 2024 Earnings Call March 6, 2025 EXHIBIT 99.2
prioritycommerce.com 2 Disclaimer Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation 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,” “anticipates,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, Priority Technology Holdings, Inc.’s (“Priority”, “we”, “our” or “us”) 2025 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 presentation in the context of the risks and uncertainties disclosed in our Securities and Exchange Commission (“SEC”) filings, including our Annual Report on Form 10-K filed with the SEC on March 6, 2025. 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 presentation 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. This presentation includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non- GAAP financial measures used by other companies. Priority believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends of the Company. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. See the footnotes on the slides where these measures are discussed and the slides at the end of this presentation for a reconciliation of such non-GAAP financial measures to the most comparable GAAP numbers. Additionally, we present guidance for Adjusted EBITDA and Adjusted EBITDA as percentage of revenue, non-GAAP measures without reconciliation due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. See more information in Priority’s earnings press release. Adjusted Gross profit referred throughout this presentation is a non-GAAP measure calculated by subtracting Cost of services (excluding depreciation and amortization) from Revenue. Adjusted Gross profit margin referred throughout this presentation is a non-GAAP measure calculated by dividing Adjusted Gross Profit discussed above by Revenue. Adjusted EBITDA referred to throughout this presentation is a non-GAAP measure calculated as net income prior to interest expense, tax expense, depreciation and amortization expense, adjusted to add back certain non-cash charges and / or non-recurring charges deemed to not be part of normal operating expenses. Adjusted EBITDA margin referred throughout this presentation is a non-GAAP measure calculated by dividing Adjusted EBITDA discussed above by Revenue. See Appendix 1 – 2 of this presentation for a reconciliation of Adjusted Gross Profit to Gross Profit as per GAAP, a reconciliation of Adj. EBITDA to GAAP Income (loss) before Taxes and Priority’s earnings press release for more details.
prioritycommerce.com $220 $140 $168 $204 $10 2022 2023 2024 2025 $965 $664 $756 $880 $35 2022 2023 2024 2025 3 Key 2024 Highlights FY 2024 RESULTS CONTINUED STRONG MOMENTUM FY 2024 KEY METRICS TOTAL REVENUE (In Millions) ADJUSTED EBITDA1 (In Millions) $965 - $1,000 $220 - $230 Guidance Range Guidance Range NET REVENUE +16% ADJ GROSS PROFIT1 +19% ADJ EBITDA1 +21% OPERATING INCOME +64% $1.2B Account Balances >1.2M Customer Accounts $130B Total Payments Volume 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details
prioritycommerce.com 4 Q4 2024 Consolidated Results $72.9M $83.9M $44.6M $51.7M $199.3M $227.1M Q4 23 Q4 24 Q4 23 Q4 24 Q4 23 Q4 24Q4 23 Q4 24 14% 15% 16% Adjusted EBITDA1 increased 16% to $51.7 million Adj Gross Profit margin1 increased 40 basis points to 37.0% Adj Gross Profit1 increased 15% to $83.9 million Revenue increased 14% to $227.1 million 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details 40bp 36.6% 37.0%
prioritycommerce.com 5 Full Year 2024 Consolidated Results $275.3M $328.1M 36.4% 37.3% $168.3M $204.3M $755.6M $879.7M FY 23 FY 24 FY 23 FY 24 FY 23 FY 24FY 23 FY 24 16% 19% 90bp 21% Adjusted EBITDA1 increased 21% to $204.3 million Adj Gross Profit1 increased 19% to $328.1 million Revenue increased 16% to $879.7 million 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details Adj Gross Profit margin1 increased 90 basis points to 37.3%
prioritycommerce.com Accelerate Cash Flow Optimize Working Capital ▪ Priority Commerce Engine (PCE) is a unified platform that provides our customers a personalized financial toolset to accelerate cash flow and optimize working capital on a single platform to collect, store, lend, and send money combining merchant services, payables and banking & treasury solutions ▪ Built with vision: PCE is a native platform built to manage money movement in complex multi- party environments Priority Commerce: Powering an Ecosystem of Integrated Financial Solutions 6 A Proprietary API Suite that Enables Acquiring, Banking & Payables Solutions Banking & Treasury Passport automates reconciliation, streamlines financial operations & provides full transparency to your liquidity Merchant Services Full featured POS & merchant acquiring solutions that accelerate your cash flow to capture revenue opportunities for businesses Payables Optimize your working capital and earn cash back by leveraging our payables & financing solutions while automating reconciliation LendCollect Store We Provide Personalized Payments and Banking Solutions to: Send + Priority Commerce Engine
prioritycommerce.com 7 Fourth Quarter 2024 Financial Results
prioritycommerce.com 8 Revenue $155.7MM +11% YoY Adj. Gross Profit1 $32.0MM +0.4% YoY | 20.5% Margin Adj. EBITDA1 $26.6MM +6% YoY | 17.1% Margin SMB Highlights – Q4 2024 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details Q4 2024 Segment Highlights ➔ Revenue growth of 11% driven by higher volumes and mix ➔ Total Card $ Volumes increased 7% to $18.1bn (incl Bankcard $ Volume of $15.5bn) ➔ New monthly boards averaged 3.75K during quarter ➔ Over 1,100 reselling partners
prioritycommerce.com 9 Revenue $23.7MM +11% YoY Adj. Gross Profit1 $6.4MM +24% YoY | 26.8% Margin Adj. EBITDA1 $2.4MM +544% YoY | 10.1% Margin B2B Highlights – Q4 2024 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details Q4 2024 Segment Highlights ➔ $2.3mm of Revenue growth driven by $1.4mm increase from Plastiq ➔ Adjusted Gross Profit margin increased 280+ bps YoY due to margin expansion at Plastiq and 26% revenue growth in higher margin CPX product ➔ Adjusted EBITDA grew $2.0 million YoY
prioritycommerce.com 10 Revenue $48.7MM +27% YoY Adj. Gross Profit1 $45.6MM +27% YoY | 93.6% Margin Adj. EBITDA1 $42.0MM +27% YoY | 86.3% Margin Enterprise Highlights – Q4 2024 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details Q4 2024 Segment Highlights ➔ CFTPay Avg Monthly New Enrollments of 52K increased 8% from 49K in Q4 2023 ➔ CFTPay Avg Number of Billed Clients increased 37% to 891K from 650K in Q4 2023 ➔ Growth in balances largely offset impact of 100 bps in Fed rate cuts in late Q3 and Q4 ➔ 92 Integrated Partners at year-end
prioritycommerce.com 11 Salaries & Benefits $23.2MM +7% YoY SG&A $12.8MM (9%) YoY Depreciation & Amortization $13.8MM (8%) YoY Consolidated Operating Expenses – Q4 2024 Q4 2024 Segment Highlights ➔ Higher Salaries & Benefits driven by overall growth of the Company ➔ Decrease in SG&A expense due to non-recurring restructuring charge in Q4 2023 partially offset by higher software, legal and marketing expenses in Q4 2024
prioritycommerce.com EBITDA Walk (in Millions) 2024 2023 LTM Q4 Q4 Q4 2024 Consolidated net income (loss) (GAAP) 7.2$ (0.1)$ 24.0$ Add: Interest expense 23.1 20.6 88.9 Add: Depreciation and amortization 13.8 15.1 58.0 Add: Income tax expense (benefit) 3.3 1.9 13.3 EBITDA (non-GAAP) 47.4 37.5 184.3 Further adjusted by: Add: Non-cash stock-based compensation 1.2 1.6 6.1 Add: Non-recurring expenses: Debt extinguishment and modification costs 1.7 - 10.4 Change in fair value of contingent consideration - - - Legal, professional, accounting and other SG&A 1.4 5.3 3.5 Other Non-recurring expenses - 0.3 - Adjusted EBITDA (non-GAAP) 51.7$ 44.6$ 204.3$ 12 Adjusted EBITDA experienced strong growth in Q4 2024 ➔ Q4 2024 Adjusted EBITDA of $51.7 million increased 16% from $44.6 million in Q4 2023 ➔ Full year 2024 Adjusted EBITDA grew 21% to $204.3 million Adjusted EBITDA1 Walk 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details
prioritycommerce.com 4th Quarter (dollars in Millions) 2024 Dividend: Payment in Kind 1.10$ Cash 1.55 2.65 Accretion 5.61 Redemption Excise Tax 2.74 10.99$ 13 Total Debt of $945.5 million at end of Q4 2024 increased from $832.9 million in Q3 2024 ➔ Net Debt of $886.9 million increased $95.2 million compared to Q3 2024 due to the successful $115 million add-on to Term Loan and related redemption in full of the preferred stock ➔ $70.0mm Revolver unfunded at the end of Q4 2024 ➔ LTM Adj. EBITDA1 of $204.3 million at end of Q4 2024 Capital Structure & Liquidity Outstanding Debt Balance as of September 30, 2024 $832.9 (+/-) Net Revolver Borrowings -- (+/-) Net Term Loan Borrowings $112.6 Balance as of December 31, 2024 $945.5 Senior Redeemable Preferred Stock Balance as of September 30, 2024 $105.1 (+/-) Redemption of Preferred Stock2 ($113.4) (+/-) Dividend Payable $1.1 (+/-) PIK Dividend $1.6 (+/-) Accretion $5.6 Balance as of December 31, 2024 -- During Q4 2024, we successfully redeemed the remaining senior preferred stock, demonstrating our commitment to simplifying the balance sheet and optimizing free cash flow 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details 2 Includes $1.6MM of cash dividend and $1.1MM of PIK dividend accumulated during the quarter and subsequently redeemed as part of the preferred stock redemption
prioritycommerce.com 14 2025 Financial Guidance 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details Total Revenue $965MM – $1B (10% – 14% Growth) Adj. Gross Profit1 $360 – $385MM Adj. EBITDA1 $220 – $230MM Strong double-digit Revenue growth will drive continued improvements in Adjusted Gross Profit1 and Adjusted EBITDA1 with some offsets resulting from increased operating expenses
prioritycommerce.com 15 Appendix
prioritycommerce.com SMB B2B Enterprise Eliminations Total SMB B2B Enterprise Eliminations Total Revenues $ 155.7 $ 23.7 $ 48.7 $ (1.0) $ 227.1 $ 140.1 $ 21.4 $ 38.3 $ (0.5) $ 199.3 Cost of revenue (excluding depreciation and amortization) (123.7) (17.4) (3.1) 1.0 (143.1) (108.3) (16.3) (2.3) 0.5 (126.4) Adjusted Gross Profit 32.0 6.4 45.6 (0.0) 83.9 31.8 5.1 35.9 (0.0) 72.9 Adjusted Gross Profit Margin 20.5% 26.8% 93.6% 37.0% 22.7% 24.0% 93.9% 36.6% Depreciation and amortiztion of revenue generating assets (2.2) (0.6) (1.6) -- (4.5) (2.1) (0.6) (1.0) -- (3.6) Gross profit $ 29.8 $ 5.7 $ 44.0 $ (0.0) $ 79.5 $ 29.7 $ 4.6 $ 35.0 $ (0.0) $ 69.3 Gross profit margin 19.1% 24.2% 90.3% 35.0% 21.2% 21.4% 91.4% 34.8% SMB B2B Enterprise Eliminations Total SMB B2B Enterprise Eliminations Total Revenues $ 613.5 $ 89.1 $ 180.4 $ (3.4) $ 879.7 $ 583.3 $ 41.2 $ 132.2 $ (1.0) $ 755.6 Cost of revenue (excluding depreciation and amortization) (478.5) (64.7) (11.9) 3.4 (551.6) (446.2) (26.6) (8.5) 0.9 (480.3) Adjusted Gross Profit 135.1 24.4 168.6 (0.0) 328.1 137.1 14.5 123.7 (0.0) 275.3 Adjusted Gross Profit Margin 22.0% 27.4% 93.4% 37.3% 23.5% 35.4% 93.6% 36.4% Depreciation and amortiztion of revenue generating assets (7.7) (2.8) (6.0) -- (16.5) (7.1) (1.4) (4.2) -- (12.6) Gross profit $ 127.4 $ 21.7 $ 162.5 $ (0.0) $ 311.6 $ 130.0 $ 13.2 $ 119.5 $ (0.0) $ 262.7 Gross profit margin 20.8% 24.3% 90.1% 35.4% 22.3% 32.1% 90.4% 34.8% Twelve Months Ended December 31, 2024 Twelve Months Ended December 31, 2023 (in Millions) (in Millions) Three Months Ended December 31, 2024 Three Months Ended December 31, 2023 (in Millions) (in Millions) 16 The reconciliation of adjusted gross profit to its most comparable GAAP measure is provided below: Appendix 1 – Adjusted Gross Profit1 Reconciliation Note: Certain dollar amounts may not add mathematically due to rounding 1Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details.
prioritycommerce.com (in Millions) (in Millions) Three Months Ended December 31, 2024 Three Months Ended December 31, 2023 SMB B2B Enterprise Corporate Total SMB B2B Enterprise Corporate Total Adjusted EBITDA 26.6$ 2.4$ 42.0$ (19.3)$ 51.7$ 25.0$ 0.4$ 33.0$ (13.8)$ 44.6$ Adjusted EBITDA Margin 17.1% 10.1% 86.3% 22.8% 17.9% 1.7% 86.3% 22.4% Interest Expense -- (1.1) -- (22.1) (23.1) (0.0) (0.8) (0.1) (19.8) (20.6) Depreciation and Amortization (6.8) (1.3) (4.5) (1.2) (13.8) (9.2) (1.1) (3.9) (1.0) (15.1) Debt Modification and Extinguishment Expenses -- -- -- (1.7) (1.7) -- -- -- -- -- Selling, General and Administrative (Non-Recurring) -- -- -- (1.4) (1.4) -- -- -- (5.3) (5.3) Non-Cash Stock Based Compensation (0.0) 0.1 (0.0) (1.3) (1.2) (0.1) (0.3) (0.1) (1.1) (1.6) Non-Cash Other Losses -- -- -- -- -- -- -- -- (0.3) (0.3) Income (Loss) Before Taxes 19.8$ 0.1$ 37.5$ (47.0)$ 10.5$ 15.7$ (1.8)$ 29.1$ (41.2)$ 1.8$ Income (Loss) Before Taxes % of Revenue 12.7% 0.6% 77.0% 4.6% 11.2% (8.5%) 75.9% 0.9% (in Millions) (in Millions) Twelve Months Ended December 31, 2024 Twelve Months Ended December 31, 2023 SMB B2B Enterprise Corporate Total SMB B2B Enterprise Corporate Total Adjusted EBITDA 108.9$ 7.6$ 154.9$ (67.2)$ 204.3$ 109.5$ 2.2$ 110.9$ (54.3)$ 168.3$ Adjusted EBITDA Margin 17.8% 8.5% 85.9% 23.2% 18.8% 5.5% 83.9% 22.3% Interest Expense (0.0) (4.3) -- (84.6) (88.9) (0.0) (1.3) (0.4) (74.4) (76.1) Depreciation and Amortization (30.9) (5.3) (16.9) (5.0) (58.0) (36.7) (1.8) (22.4) (7.4) (68.4) Debt Modification and Extinguishment Expenses -- -- -- (10.4) (10.4) -- -- -- -- -- Selling, General and Administrative (Non-Recurring) -- -- -- (3.5) (3.5) -- -- -- (9.8) (9.8) Non-Cash Stock Based Compensation (0.0) (0.2) (0.1) (5.7) (6.1) (0.5) (0.5) (0.3) (5.4) (6.8) Non-Cash Other Losses -- -- -- -- -- -- -- -- (0.1) (0.1) Income (Loss) Before Taxes 78.0$ (2.2)$ 137.9$ (176.4)$ 37.3$ 72.2$ (1.4)$ 87.8$ (151.5)$ 7.2$ Income (Loss) Before Taxes % of Revenue 12.7% (2.5%) 76.4% 4.2% 12.4% (3.5%) 66.5% 0.9% 17 The reconciliation of adjusted EBITDA to its most comparable GAAP measure is provided below: Appendix 2 – Adjusted EBITDA1 Reconciliation Note: Certain dollar amounts may not add mathematically due to rounding 1Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details.