8-K
Priority Technology Holdings, Inc. (PRTH)
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
March 12, 2024
Date of Report (Date of earliest event reported)
Priority Technology Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-37872 | 47-4257046 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 2001 Westside Parkway | ||
| --- | --- | --- |
| Suite 155 | ||
| Alpharetta, | Georgia | 30004 |
| (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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.001 par value | PRTH | Nasdaq Global Market |
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 12, 2024, Priority Technology Holdings, Inc. ("Priority") issued a press release announcing its financial results for the quarter ended December 31, 2023. 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 12, 2024, 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, 2023. 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 |
|---|---|
| 99.1 | Press Release of Priority Technology Holdings, Inc. dated March 12, 2024 |
| 99.2 | Supplemental Slide Presentation |
| 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: March 12, 2024 | |
|---|---|
| PRIORITY TECHNOLOGY HOLDINGS, INC. | |
| By: /s/ Timothy O'Leary | |
| Name: Timothy O'Leary | |
| Title: Chief Financial Officer |
Document
EXHIBIT 99.1
Priority Investor Inquiries:
Chris Kettmann
chris.kettmann@dentonsglobaladvisors.com
(773) 497-7575
Priority Technology Holdings, Inc. Announces Fourth Quarter and Full Year 2023 Financial Results
Strong Fourth Quarter Growth Driven by Performance Across Diverse Business Segments
ALPHARETTA, GA - March 12, 2024 -- Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), the platform for unified commerce that delivers integrated payments and banking services at scale, today announced its fourth quarter and full year 2023 financial results including strong year-over-year diversified revenue growth.
Highlights of Consolidated Results
Fourth Quarter 2023 Compared with Fourth Quarter 2022
Financial highlights of the fourth quarter of 2023 compared with the fourth quarter of 2022, are as follows2:
•Revenue of $199.3 million increased 12.2% from $177.6 million
•Adjusted gross profit (a non-GAAP measure1) of $72.9 million increased 19.5% from $61.0 million
•Adjusted gross profit margin (a non-GAAP measure1) of 36.6% increased 230 basis points from 34.3%
•Operating income of $22.0 million increased 21.1% from $18.2 million
•Adjusted EBITDA (a non-GAAP measure1) of $44.6 million increased 12.2% from $39.8 million
Full Year 2023 Compared with Full Year 2022
Financial highlights of the Full Year of 2023 compared with the Full Year of 2022, are as follows2:
•Revenue of $755.6 million increased 13.9% from $663.6 million
•Adjusted gross profit (a non-GAAP measure1) of $275.3 million increased 21.3% from $226.9 million
•Adjusted gross profit margin (a non-GAAP measure1) of 36.4% increased 220 basis points from 34.2%
•Operating income of $81.5 million increased 45.2% from $56.2 million
•Adjusted EBITDA (a non-GAAP measure1) of $168.3 million increased 20.0% from $140.3 million
(1)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.
(2)Certain amounts/percentages may not add mathematically due to rounding.
"We delivered record fourth quarter and full year 2023 results, driven by continued strength in SMB acquiring, B2B payables and Enterprise payments," said Tom Priore, Chairman & CEO of Priority. "Everything we’ve done over the past several years – from the significant early investment in our technology infrastructure, to our focus on diversifying our offering through countercyclical assets, to our acquisition of Plastiq – was done with intention and purpose, to provide our customers with an elegant, unified commerce experience combining our core pillars of acquiring, banking and payables on a single platform. Our results demonstrate that we are achieving that goal."
Full Year 2024 Financial Guidance
Based on a combination of results for the full year ended December 31, 2023 and the forecasted results for the year, the Company has provided its outlook for the full year 2024 as follows:
•Revenue forecast to range between $875 million to $890 million, a growth rate of 16% to 18%, compared to fiscal 2023 results
•Adjusted EBITDA (a non-GAAP measure) forecast to range between $193 million to $198 million, a growth rate of 15% to 18% compared to fiscal 2023 results
•Adjusted gross profit (a non-GAAP measure) forecast to range between $325 million and $335 million, a growth rate of 18% to 22% compared to fiscal 2023 results
Conference Call
Priority's leadership will host a conference call on Tuesday, March 12, 2024 at 11:00 a.m. EDT to discuss its fourth quarter and full-year 2023 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/qdxgveed 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 19, 2024 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 1993467. 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 December 31, | Years Ended<br> December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Revenues | $ | 199,279 | $ | 177,555 | $ | 755,612 | $ | 663,641 | ||||
| Cost of revenue (excluding depreciation and amortization) | (126,378) | (116,566) | (480,307) | (436,753) | ||||||||
| Adjusted gross profit | $ | 72,901 | $ | 60,989 | $ | 275,305 | $ | 226,888 | ||||
| Adjusted gross profit margin | 36.6 | % | 34.3 | % | 36.4 | % | 34.2 | % | ||||
| Depreciation and amortization of revenue generating assets | (3,638) | (2,762) | (12,628) | (10,355) | ||||||||
| Gross profit | $ | 69,263 | $ | 58,227 | $ | 262,677 | $ | 216,533 | ||||
| Gross profit margin | 34.8 | % | 32.8 | % | 34.8 | % | 32.6 | % |
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 December 31, | Years Ended <br>December 31, | ||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Net loss | $ | (106) | $ | (1,312) | $ | (1,311) | $ | (2,150) |
| Interest expense | 20,647 | 16,272 | 76,108 | 53,554 | ||||
| Income tax expense | 1,913 | 3,517 | 8,463 | 5,350 | ||||
| Depreciation and amortization | 15,092 | 18,006 | 68,395 | 70,681 | ||||
| EBITDA | 37,546 | 36,483 | 151,655 | 127,435 | ||||
| Selling, general and administrative (non-recurring) | 5,256 | 1,284 | 9,825 | 6,639 | ||||
| Non-cash stock-based compensation | 1,585 | 2,024 | 6,768 | 6,228 | ||||
| Non-cash other losses | 250 | — | 84 | — | ||||
| Adjusted EBITDA | $ | 44,637 | $ | 39,791 | $ | 168,332 | $ | 140,302 |
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 <br>December 31, | ||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Selling, general and administrative expenses (non-recurring): | ||||||||
| Non-cash restructuring costs | $ | 3,530 | $ | — | $ | 3,530 | $ | — |
| Certain legal fees | 752 | 340 | 3,005 | 916 | ||||
| Professional, accounting and consulting fees | 204 | 641 | 2,138 | 1,300 | ||||
| Other expenses, net | 370 | 131 | 702 | 3,179 | ||||
| Change in the fair value of contingent consideration | — | 172 | — | 1,244 | ||||
| Litigation settlement | 400 | — | 450 | — | ||||
| $ | 5,256 | $ | 1,284 | $ | 9,825 | $ | 6,639 |
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 860,000 active customers across its SMB, B2B and Enterprise channels processing $120 billion in annual transaction volume and providing administration for $900 million in deposits. 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 2023 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 Loss
(in thousands, except per share amounts)
| Three Months Ended December 31, | Years Ended <br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Revenues | $ | 199,279 | $ | 177,555 | $ | 755,612 | $ | 663,641 |
| Operating expenses | ||||||||
| Cost of revenue (excludes depreciation and amortization) | 126,378 | 116,566 | 480,307 | 436,753 | ||||
| Salary and employee benefits | 21,688 | 16,846 | 79,974 | 65,077 | ||||
| Depreciation and amortization | 15,092 | 18,006 | 68,395 | 70,681 | ||||
| Selling, general and administrative | 14,084 | 7,938 | 45,412 | 34,965 | ||||
| Total operating expenses | 177,242 | 159,356 | 674,088 | 607,476 | ||||
| Operating income | 22,037 | 18,199 | 81,524 | 56,165 | ||||
| Other (expense) income | ||||||||
| Interest expense | (20,647) | (16,272) | (76,108) | (53,554) | ||||
| Other income, net | 417 | 278 | 1,736 | 589 | ||||
| Total other expense, net | (20,230) | (15,994) | (74,372) | (52,965) | ||||
| Income before income taxes | 1,807 | 2,205 | 7,152 | 3,200 | ||||
| Income tax expense | 1,913 | 3,517 | 8,463 | 5,350 | ||||
| Net loss | (106) | (1,312) | (1,311) | (2,150) | ||||
| Less: Dividends and accretion attributable to redeemable senior preferred stockholders | (12,492) | (10,465) | (47,744) | (36,880) | ||||
| Net loss attributable to common stockholders | (12,598) | (11,777) | $ | (49,055) | $ | (39,030) | ||
| Other comprehensive loss | ||||||||
| Foreign currency translation adjustments | 5 | — | (29) | — | ||||
| Comprehensive loss | $ | (12,593) | $ | (11,777) | $ | (49,084) | $ | (39,030) |
| Loss per common share: | ||||||||
| Basic and diluted | $ | (0.16) | $ | (0.15) | $ | (0.63) | $ | (0.50) |
| Weighted-average common shares outstanding: | ||||||||
| Basic and diluted | 78,532 | 77,984 | 78,333 | 78,233 |
Priority Technology Holdings, Inc.
Unaudited Consolidated Balance Sheets
(in thousands)
| December 31, 2023 | December 31, 2022 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 39,604 | $ | 18,454 |
| Restricted cash | 11,923 | 10,582 | ||
| Accounts receivable, net of allowances | 58,551 | 78,113 | ||
| Prepaid expenses and other current assets | 13,273 | 11,832 | ||
| Current portion of notes receivable, net of allowance | 1,468 | 1,471 | ||
| Settlement assets and customer/subscriber account balances | 756,475 | 532,018 | ||
| Total current assets | 881,294 | 652,470 | ||
| Notes receivable, less current portion | 3,728 | 3,191 | ||
| Property, equipment and software, net | 44,680 | 34,687 | ||
| Goodwill | 376,103 | 369,337 | ||
| Intangible assets, net | 273,350 | 288,794 | ||
| Deferred income taxes, net | 22,533 | 16,447 | ||
| Other noncurrent assets | 13,649 | 8,437 | ||
| Total assets | $ | 1,615,337 | 1,373,363 | |
| Liabilities, Redeemable Senior Preferred Stock and Stockholders' Deficit | ||||
| Current liabilities: | ||||
| Accounts payable and accrued expenses | $ | 52,643 | $ | 51,864 |
| Accrued residual commissions | 33,025 | 35,979 | ||
| Customer deposits and advance payments | 3,934 | 2,618 | ||
| Current portion of long-term debt | 6,712 | 6,200 | ||
| Settlement and customer/subscriber account obligations | 755,754 | 533,340 | ||
| Total current liabilities | 852,068 | 630,001 | ||
| Long-term debt, net of current portion, discounts and debt issuance costs | 631,965 | 598,926 | ||
| Other noncurrent liabilities | 18,763 | 11,643 | ||
| Total liabilities | 1,502,796 | 1,240,570 | ||
| Redeemable senior preferred stock, net of discounts and issuance costs | 258,605 | 235,579 | ||
| Stockholders' deficit: | ||||
| Preferred stock | — | — | ||
| Common stock | 77 | 76 | ||
| Treasury stock, at cost | (12,815) | (11,559) | ||
| Additional paid-in capital | — | 9,650 | ||
| Accumulated other comprehensive loss | (29) | — | ||
| Accumulated deficit | (134,951) | (102,208) | ||
| Total stockholders' deficit attributable to stockholders of PRTH | (147,718) | (104,041) | ||
| Non-controlling interest | 1,654 | 1,255 | ||
| Total stockholders' deficit | (146,064) | (102,786) | ||
| Total liabilities, redeemable senior preferred stock and stockholders' deficit | $ | 1,615,337 | $ | 1,373,363 |
Priority Technology Holdings, Inc.
Unaudited Consolidated Statements of Cash Flows
(in thousands)
| Years Ended <br>December 31, | ||||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Cash flows from operating activities: | ||||
| Net loss | $ | (1,311) | $ | (2,150) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
| Depreciation and amortization of assets | 68,395 | 70,681 | ||
| Stock-based, ESPP and incentive units compensation | 6,769 | 6,228 | ||
| Amortization of debt issuance costs and discounts | 3,849 | 3,521 | ||
| Deferred income tax | (6,086) | (8,183) | ||
| Change in contingent consideration | (1,639) | 2,059 | ||
| Other non-cash items, net | (3,924) | 74 | ||
| Change in operating assets and liabilities: | ||||
| Accounts receivable | 24,471 | (19,580) | ||
| Prepaid expenses and other current assets | (936) | (160) | ||
| Income taxes (receivable) payable | (273) | 6,260 | ||
| Notes receivable | (912) | 377 | ||
| Accounts payable and other accrued liabilities | (3,218) | 19,794 | ||
| Customer deposits and advance payments | 1,102 | (2,403) | ||
| Other assets and liabilities, net | (5,031) | (6,000) | ||
| Net cash provided by operating activities | 81,256 | 70,518 | ||
| Cash flows from investing activities: | ||||
| Acquisition of business, net of cash acquired | (28,222) | (4,976) | ||
| Additions to property, equipment and software | (21,256) | (18,882) | ||
| Notes receivable, net | 376 | (4,662) | ||
| Acquisitions of assets and other investing activities | (6,646) | (7,983) | ||
| Net cash used in investing activities | (55,748) | (36,503) | ||
| Cash flows from financing activities: | ||||
| Proceeds from issuance of long-term debt, net of issue discount | 49,750 | — | ||
| Debt issuance and modification costs paid | (1,220) | — | ||
| Repayments of long-term debt | (6,328) | (6,200) | ||
| Borrowings under revolving credit facility | 44,000 | 29,500 | ||
| Repayments of borrowings under revolving credit facility | (56,500) | (32,000) | ||
| Repurchases of Common Stock and shares withheld for taxes | (1,256) | (7,468) | ||
| Dividends paid to redeemable senior preferred stockholders | (24,718) | (11,459) | ||
| Settlement and customer/subscriber accounts obligations, net | 211,077 | 43,143 | ||
| Payment of contingent consideration related to business combination | (4,700) | (7,014) | ||
| Net cash provided by financing activities | 210,105 | 8,502 | ||
| Net change in cash and cash equivalents and restricted cash: | ||||
| Net increase in cash and cash equivalents, and restricted cash | 235,613 | 42,517 | ||
| Cash and cash equivalents and restricted cash at beginning of period | 560,610 | 518,093 | ||
| Cash and cash equivalents and restricted cash at end of period | $ | 796,223 | $ | 560,610 |
| Reconciliation of cash and cash equivalents, and restricted cash: | ||||
| Cash and cash equivalents | $ | 39,604 | $ | 18,454 |
| Restricted cash | 11,923 | 10,582 | ||
| Cash and cash equivalents included in settlement assets and customer/subscriber account balances | 744,696 | 531,574 | ||
| Total cash and cash equivalents, and restricted cash | $ | 796,223 | $ | 560,610 |
Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results
(in thousands)
| Three Months Ended <br>December 31, | Years Ended <br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| SMB Payments: | ||||||||||||
| Revenue | $ | 139,933 | $ | 149,880 | $ | 582,870 | $ | 562,237 | ||||
| Operating expenses | 128,825 | 134,942 | 536,388 | 507,371 | ||||||||
| Operating income | $ | 11,108 | $ | 14,938 | $ | 46,482 | $ | 54,866 | ||||
| Operating margin | 7.9 | % | 10.0 | % | 8.0 | % | 9.8 | % | ||||
| Depreciation and amortization | $ | 9,563 | $ | 11,081 | $ | 41,036 | $ | 43,925 | ||||
| Key indicators: | ||||||||||||
| Merchant bankcard processing dollar value | $ | 14,570,549 | $ | 14,862,635 | $ | 59,054,039 | $ | 59,440,491 | ||||
| Merchant bankcard transaction count | 173,732 | 160,492 | 696,203 | $ | 636,576 | |||||||
| B2B Payments: | ||||||||||||
| Revenue | $ | 21,221 | $ | 2,802 | $ | 40,726 | $ | 18,890 | ||||
| Operating expenses | 22,966 | 3,883 | 43,261 | 18,682 | ||||||||
| Operating income (loss) | $ | (1,745) | $ | (1,081) | $ | (2,535) | $ | 208 | ||||
| Operating margin | (8.2) | % | (38.6) | % | (6.2) | % | 1.1 | % | ||||
| Depreciation and amortization | $ | 1,197 | $ | 303 | $ | 2,221 | $ | 744 | ||||
| Key indicators: | ||||||||||||
| B2B issuing dollar volume | $ | 215,587 | $ | 217,299 | $ | 851,948 | $ | 814,964 | ||||
| B2B issuing transaction count | 259 | 250 | 1,087 | 933 | ||||||||
| Enterprise Payments: | ||||||||||||
| Revenue | $ | 38,125 | $ | 24,873 | $ | 132,016 | $ | 82,514 | ||||
| Operating expenses | 14,242 | 13,440 | 58,052 | 51,577 | ||||||||
| Operating income | $ | 23,883 | $ | 11,433 | $ | 73,964 | $ | 30,937 | ||||
| Operating margin | 62.6 | % | 46.0 | % | 56.0 | % | 37.5 | % | ||||
| Depreciation and amortization | $ | 4,196 | $ | 6,293 | $ | 23,753 | $ | 24,892 | ||||
| Key indicators: | ||||||||||||
| Average billed clients | 650,280 | 424,601 | 556,526 | 379,725 | ||||||||
| Average monthly new enrollments | 48,643 | 38,614 | 51,059 | 32,013 | ||||||||
| Operating income of reportable segments | $ | 33,246 | $ | 25,290 | $ | 117,911 | $ | 86,011 | ||||
| Less: Corporate expense | (11,209) | (7,091) | (36,387) | (29,846) | ||||||||
| Consolidated operating income | $ | 22,037 | $ | 18,199 | $ | 81,524 | $ | 56,165 | ||||
| Corporate depreciation and amortization | $ | 136 | $ | 329 | $ | 1,385 | $ | 1,120 |
9
q42023_prthsupplementals
March 12, 2024 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: 4Q 2023 Earnings Call
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,” “cou ld,” “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”) 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 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 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 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 Adjusted Gross Profit, 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. See Appendix 1 of this presentation for a reconciliation of Adjusted Gross Profit to Gross Profit as per GAAP and Priority’s earnings press release for more details. 2
$96 $140 $168 $193 $5 2021 2022 2023 2024 $515 $664 $756 $875 $15 2021 2022 2023 2024 ~$120B+ in LTM Total Volume FY 2023 RESULTS ~$900MM Deposits NET REVENUE +14%a ADJ GROSS PROFIT1 +21% ADJ EBITDA1 +20% OPERATING INCOME +45% FY 2023 KEY METRICS CONTINUED STRONG MOMENTUM Key 2023 Highlights 3 860K+ Total Accounts TOTAL REVENUE (In Millions) ADJUSTED EBITDA1 (In Millions) $875 - $890 $193 - $198 Guidance Range Guidance Range 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred to in this presentation are non-GAAP measures. See slide 2 for further details.
Revenue increased 12% to $199.3 million Adj Gross Profit1 increased 20% to $72.9 million Adj Gross Profit margin1 increased 230 basis points to 36.6% Adjusted EBITDA1 increased 12% to $44.6 million $61.0M $72.9M 34.3% 36.6% $39.8M $44.6M $177.6M $199.3M Q4 22 Q4 23 Q4 22 Q4 23 Q4 22 Q4 23Q4 22 Q4 23 Q4 2023 Consolidated Results 12% 20% 230BP 12% 4 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred to in this presentation are non-GAAP measures. See slide 2 for further details.
Revenue increased 14% to $755.6 million Adj Gross Profit1 increased 21% to $275.3 million Adj Gross Profit margin1 increased 220 basis points to 36.4% Adjusted EBITDA1 increased 20% to $168.3 million $226.9M $275.3M 34.2% 36.4% $140.3M $168.3M $663.6M $755.6M FY 22 FY 23 FY 22 FY 23 FY 22 FY 23FY 22 FY 23 FY 2023 Consolidated Results 14% 21% 220BP 20% 5 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred to in this presentation are non-GAAP measures. See slide 2 for further details.
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FINANCIAL RESULTS
SMB Highlights – 4Q 2023 8 Revenue $139.9MM (7%) YoY Adj. Gross Profit1 $31.6MM (12%) YoY Adj. Gross Profit Margin1 22.6% (140) Bps YoY ➢ Bankcard $ Volumes decreased 2% to $14.6 billion (up 7% excluding impact of large reseller) ➢ Avg Number of Accounts down 26% to ~205K (up ~4.3K excluding impact of large reseller) ➢ New monthly boards averaged 3.7K during quarter 4Q 2023 Segment Highlights Operating Income $11.1MM (26%) YoY 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred to in this presentation are non-GAAP measures. See slide 2 for further details.
B2B Highlights – 4Q 2023 9 Revenue $21.2MM +657% YoY Adj. Gross Profit1 $5.3MM +204% YoY Adj. Gross Profit Margin1 24.9% (3,720) bps YoY ➢ Revenue growth driven by Plastiq and CPX (+57%) ➢ Adjusted Gross Profit Margin declined due to higher mix of Plastiq revenue 4Q 2023 Segment Highlights Operating Income ($1.7)MM (61%) YoY 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred to in this presentation are non-GAAP measures. See slide 2 for further details.
Enterprise Highlights – 4Q 2023 10 Revenue $38.1MM +53% YoY Adj. Gross Profit1 $36.0MM +55% YoY Adj. Gross Profit Margin1 94.5% +110 bps YoY ➢ Avg Monthly New Enrollments of 49K increased 26% from 39K ➢ Avg Number of Billed Clients increased 53% to 650K from 425K ➢ Increase in deposit balances and interest rates continues to drive growth in revenue 4Q 2023 Segment Highlights Operating Income $23.9MM +109% YoY 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred to in this presentation are non-GAAP measures. See slide 2 for further details.
Consolidated Operating Expenses – 4Q 2023 11 Salaries & Benefits $21.7MM +29% YoY SG&A $14.1MM +77% YoY Depreciation & Amortization $15.1MM (16%) YoY ➢ Higher Salaries and Benefits expense driven by headcount adds in late 2022 combined with a full quarter impact of the Plastiq acquisition ➢ Increase in SG&A expenses primarily due to certain non-recurring items including acquisition related costs and restructuring costs 4Q 2023 Highlights
Adjusted EBITDA experienced strong growth in Q4 and FY 2023 ➢ Q4 2023 Adjusted EBITDA of $44.6 million increased 12% from $39.8 million in Q4 2022 ➢ Full-Year 2023 Adjusted EBITDA grew 20% to $168.3 million Adjusted EBITDA1 Walk 12 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred to in this presentation are non-GAAP measures. See slide 2 for further details. EBITDA Walk (in Millions) 2023 2022 Q4 Q4 Consolidated net income (loss) (GAAP) (0.1)$ (1.3)$ Add: Interest expense 20.6 16.3 Add: Depreciation and amortization 15.1 18.0 Add: Income tax expense (benefit) 1.9 3.5 EBITDA (non-GAAP) 37.5 36.5 Further adjusted by: Add: Non-cash stock-based compensation 1.6 2.0 Add: Non-recurring expenses: Debt extinguishment and modification costs - - Change in fair value of contingent consideration - 0.2 Gain on sale of PRET/Payix, net of NCI 0.3 - Legal, professional, accounting and other SG&A 5.3 1.1 Adjusted EBITDA (non-GAAP) 44.6$ 39.8$
Capital Structure & Liquidity Outstanding Debt Balance as of September 30, 2023 $639.1 (+/-) Net Revolver Borrowings ($33.0) (+/-) Net Term Loan Borrowings $48.3 Balance as of December 31, 2023 $654.4 Senior Redeemable Preferred Stock Balance as of September 30, 2023 $252.9 (+/-) Dividend Payable2 $0.2 (+/-) PIK Dividend $4.6 (+/-) Accretion $0.8 Balance as of December 31, 2023 $258.6 Total Debt of $654.4 million at end of Q4 2023 increased from $639.1 million in Q3 2023 ➢ Net Debt of $614.8 million increased $0.3 million compared to Q3 2023 due to the October add-on to our term loan facility ➢ Revolver Capacity at the end of Q4 2023 was $65.0 million ➢ LTM Adj. EBITDA1 of $168.3 million at end of Q4 2023 Preferred Stock of $258.6 million, Net of $16.9 million of Unaccreted Discounts and Issuance Costs 13 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred to in this presentation are non-GAAP measures. See slide 2 for further details 2Represents $7.0 million of outstanding cash dividend net of a $6.8 million Q4 cash dividend paid October 2. 2023 4th Quarter (dollars in Millions) 2023 Dividend: Payment in Kind 4.62$ Cash 7.03 11.65 Accretion 0.85 12.49$
2024 Financial Guidance 14 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred to in this presentation are non-GAAP measures. See slide 2 for further details. Quarterly Revenue, Adjusted Gross Profit1, and Adjusted EBITDA1 are each projected to grow on a year-over-year and sequential basis throughout 2024 ADJUSTED EBITDA1 $193 to $198 million (15-18% Growth) ADJUSTED GROSS PROFIT1 $325 to $335 million (18-22% Growth) TOTAL REVENUE $875 to $890 million (16-18% Growth) The Company’s outlook for full-year 2024 financial results are:
APPENDIX
The reconciliation of adjusted gross profit to its most comparable GAAP measure is provided below: 16 SMB B2B Enterprise Total SMB B2B Enterprise Total Revenues $ 139.9 $ 21.2 $ 38.1 $ 199.3 $ 149.9 $ 2.8 $ 24.9 $ 177.6 Cost of revenue (excluding depreciation and amortization) (108.3) (15.9) (2.1) (126.4) (113.9) (1.1) (1.6) (116.6) Adjusted Gross Profit 31.6 5.3 36.0 72.9 36.0 1.7 23.2 61.0 Adjusted Gross Profit Margin 22.6% 24.9% 94.5% 36.6% 24.0% 62.1% 93.4% 34.3% Depreciation and amortiztion of revenue generating assets (2.1) (0.6) (1.0) (3.6) (1.9) - (0.9) (2.8) Gross profit $ 29.5 $ 4.7 $ 35.0 $ 69.3 $ 34.1 $ 1.7 $ 22.4 $ 58.2 Gross profit margin 21.1% 22.3% 91.9% 34.8% 22.8% 62.1% 90.0% 32.8% (in Millions) (in Millions) Three Months Ended December 31, 2023 Three Months Ended December 31, 2022 SMB B2B Enterprise Total SMB B2B Enterprise Total Revenues $ 582.9 $ 40.7 $ 132.0 $ 755.6 $ 562.2 $ 18.9 $ 82.5 $ 663.6 Cost of revenue (excluding depreciation and amortization) (446.3) (26.2) (7.9) (480.3) (422.4) (7.8) (6.6) (436.8) Adjusted Gross Profit 136.6 14.6 124.1 275.3 139.9 11.1 75.9 226.9 Adjusted Gross Profit Margin 23.4% 35.8% 94.0% 36.4% 24.9% 58.8% 92.0% 34.2% Depreciation and amortiztion of revenue generating assets (7.1) (1.4) (4.2) (12.6) (6.9) - (3.4) (10.4) Gross profit $ 129.5 $ 13.2 $ 119.9 $ 262.7 $ 132.9 $ 11.1 $ 72.5 $ 216.5 Gross profit margin 22.2% 32.4% 90.8% 34.8% 23.6% 58.8% 87.9% 32.6% Full Year Ended December 31, 2023 Full Year Ended December 31, 2022 (in Millions) (in Millions) Appendix 1 – Adjusted Gross Profit Reconciliation