EX-99.1 2 ex991-prthq12025earningsre.htm EX-99.1 Document

                        
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Priority Technology Holdings, Inc. Reports First Quarter Financial Results
Strong First Quarter Growth Driven by Performance Across Unified Commerce Platform
ALPHARETTA, GA - May 6, 2025 -- Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), the payments and banking fintech that streamlines collecting, storing, lending, and sending money to unlock revenue opportunities, today announced its first quarter 2025 financial results including strong year-over-year diversified revenue growth.
"Strong first quarter growth in revenue and profits continues to demonstrate the value of our Priority Commerce Engine, purpose built to help our customers accelerate cash flow and optimize working capital. We delivered consistent results across each of our SMB Acquiring, B2B Payables and Enterprise Payments segments," said Tom Priore, Chairman & CEO of Priority. “The blend of the diverse and counter-cyclical aspects of our platform combined with relentless execution to gain market share in traditional payment segments reinforces that Priority's technology, operations and vision have positioned us to excel through the remainder of 2025 and beyond despite an uncertain macro-economic environment.”
Highlights of Consolidated Results
First Quarter 2025 Financial Highlights compared with First Quarter 20241
•Revenue of $224.6 million increased 9.2% from $205.7 million
•Adjusted gross profit (a non-GAAP measure2) of $87.3 million increased 14.2% from $76.4 million
•Adjusted gross profit margin (a non-GAAP measure2) of 38.9% increased 170 basis points from 37.1%
•Operating income of $32.6 million increased 16.4% from $28.0 million
•Adjusted EBITDA (a non-GAAP measure2) of $51.3 million increased 10.7% from $46.3 million
•Adjusted EPS (a non-GAAP measure2) of $0.22 increased by $0.19, or 633.3%, from $0.03
(1)Certain amounts/percentages may not compute accurately due to rounding.
(2)See "Non-GAAP Financial Measures" and the reconciliations of Adjusted Gross Profit (non-GAAP), Adjusted Gross Profit Margin (non-GAAP), Adjusted EBITDA, and Adjusted EPS (non-GAAP) to their most comparable GAAP measures provided within this document for additional information.


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Full Year 2025 Financial Guidance
Priority's outlook remains strong and we affirm our full year 2025 guidance as follows:
•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
The Company will host a conference call on Tuesday, May 6, 2025 at 11:00 a.m. EST to discuss its first quarter financial results. Participants can access the call by phone in the U.S. or Canada at (877) 407-0752 or internationally at (201) 389-0912.
The Internet webcast link and accompanying slide presentation can be accessed at https://viavid.webcasts.com/starthere.jsp?ei=1717257&tp_key=17b579fc0a and will also be posted in the "Investor Relations" section of the Company's website at www.prioritycommerce.com/investors.
An audio replay of the call will be available shortly after the conference call until May 20, 2025, at 11:59 p.m. ET. To listen to the audio replay, dial (844) 512-2921 or (412) 317-6671 and enter conference ID number 13753537. Alternatively, you may access the webcast replay in the "Investor Relations" section of the Company's website at www.prioritycommerce.com/investors.

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.
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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 March 31,
20252024
Revenues$224,630 $205,719 
Cost of revenue (excluding depreciation and amortization)(137,353)(129,298)
Adjusted gross profit$87,277 $76,421 
Adjusted gross profit margin38.9 %37.1 %
Depreciation and amortization of revenue generating assets(4,668)(3,900)
Gross profit$82,609 $72,521 
Gross profit margin36.8 %35.3 %

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 March 31,
20252024
Net income$8,268 $5,193 
Interest expense23,176 20,880 
Income tax expense2,250 2,582 
Depreciation and amortization13,777 15,253 
EBITDA47,471 43,908 
Debt modification and extinguishment expenses38 — 
Selling, general and administrative (non-recurring)2,199 798 
Non-cash stock-based compensation1,586 1,634 
Adjusted EBITDA$51,294 $46,340 
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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 March 31,
20252024
Selling, general and administrative expenses (non-recurring):
Certain legal fees1,296 450 
Professional, accounting and consulting fees1,044 189 
Other expenses, net19 159 
Litigation settlement(160)— 
$2,199 $798 








































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Adjusted Earnings Per Share (Adjusted EPS)

Adjusted EPS is a performance measure. Adjusted EPS is calculated by dividing adjusted net income (loss) 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 (loss) 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 March 31,
20252024
Reconciliation of Adjusted EPS
Net income (loss) attributable to common shareholders$8,268 $(8,050)
Debt extinguishment and modification costs38 — 
Stock based compensation 1,586 1,634 
Other non-recurring expenses 2,199 798 
Amortization of acquisition related intangible assets9,314 11,692 
Tax impact of adjustments(1)
(3,556)(3,670)
Adjusted net income attributable to common share holders$17,849 $2,404 
Weighted average common shares outstanding (basic)78,774 78,021 
Effect of dilutive potential common shares1,083 204 
Adjusted Weighted average shares outstanding (diluted)79,857 78,225 
Earnings (loss) per common share:
Basic$0.10 $(0.10)
Diluted$0.10 $(0.10)
Adjusted earnings per common share
Basic$0.23 $0.03 
Diluted$0.22 $0.03 
(1)The tax impact calculated using the blended statutory income tax rate adjusted for discrete items (27.1% and 26.0% for the three months ended March 31, 2025 and March 31, 20204, respectively.)







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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.



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About Priority Technology Holdings, Inc.
Priority is a solution provider in Payments and Banking as a Service operating at scale with over 1.3 million active customers across its SMB, B2B and Enterprise channels processing approximately $135.0 billion in annual transaction volume and providing administration for over $1.3 billion in account balances. Priority is the payments and banking fintech that streamlines collecting, storing, lending, and sending money through its innovative commerce engine to unlock revenue and generate operational success for businesses. Additional information can be found at www.prioritycommerce.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services, and other statements identified by words such as "may," "will," "should," "anticipates," "believes," "expects," "plans," "future," "intends," "could," "estimate," "predict," "projects," "targeting," "potential" or "contingent," "guidance," "outlook" or words of similar meaning. These forward-looking statements include, but are not limited to, our 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.
Priority Investor Inquiries:
priorityIR@icrinc.com

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Priority Technology Holdings, Inc.
Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except per share amounts)

Three Months Ended March 31,
20252024
Revenues$224,630$205,719
Operating expenses
Cost of revenue (excludes depreciation and amortization)137,353129,298
Salary and employee benefits25,77522,150
Depreciation and amortization13,77715,253
Selling, general and administrative15,10010,995
Total operating expenses192,005177,696
Operating income32,62528,023
Other (expense) income
Interest expense(23,176)(20,880)
Debt extinguishment and modification costs(38)—
Other income, net1,107632
Total other expense, net(22,107)(20,248)
Income before income taxes10,5187,775
Income tax expense2,2502,582
Net income8,2685,193
Less: Dividends and accretion attributable to redeemable senior preferred stockholders—(12,662)
Less: Return on redeemable NCI—(581)
Net income (loss) attributable to common stockholders$8,268$(8,050)
Other comprehensive income (loss)
Foreign currency translation adjustments43 (13)
Comprehensive income (loss)$8,311$(8,063)
Earnings (loss) per common share:
Basic$0.10 $(0.10)
Diluted$0.10 $(0.10)
Adjusted earnings per common share(1):
Basic$0.23 $0.03 
Diluted$0.22 $0.03 
Weighted-average common shares outstanding:
Basic78,774 78,021 
Diluted79,857 78,225 


(1)Adjusted EPS in a non-GAAP earnings measure. See Adjusted EPS reconciliation for further detail.
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Priority Technology Holdings, Inc.
Unaudited Consolidated Balance Sheets

(in thousands)
March 31, 2025December 31, 2024
Assets
Current assets:
Cash and cash equivalents$47,587 $58,600 
Restricted cash11,490 11,090 
Accounts receivable, net of allowances80,280 67,969 
Prepaid expenses and other current assets19,962 22,990 
Current portion of notes receivable, net of allowance2,231 3,638 
Settlement assets and customer/subscriber account balances1,003,034 940,798 
Total current assets1,164,584 1,105,085 
Notes receivable, less current portion6,473 4,919 
Property, equipment and software, net53,718 52,477 
Goodwill386,822 376,091 
Intangible assets, net231,560 240,874 
Deferred income taxes, net26,933 24,697 
Other noncurrent assets21,568 22,717 
Total assets$1,891,658 1,826,860 
Liabilities, Stockholders' Deficit and NCI
Current liabilities:
Accounts payable and accrued expenses$54,414 $62,149 
Accrued residual commissions40,478 37,560 
Customer deposits and advance payments2,506 2,246 
Current portion of long-term debt1,879 9,503 
Settlement and customer/subscriber account obligations1,003,395 940,213 
Total current liabilities1,102,672 1,051,671 
Long-term debt, net of current portion, discounts and debt issuance costs918,944 920,888 
Other noncurrent liabilities26,467 19,326 
Total liabilities2,048,083 1,991,885 
Stockholders' deficit:
Preferred stock— — 
Common stock80 77 
Treasury stock, at cost(21,077)(19,607)
Additional paid-in capital1,669 — 
Accumulated other comprehensive loss(133)(176)
Accumulated deficit(138,866)(147,134)
Total stockholders' deficit attributable to stockholders of Priority(158,327)(166,840)
Non-controlling interests in consolidated subsidiaries1,902 1,815 
Total stockholders' deficit(156,425)(165,025)
Total liabilities, stockholders' deficit and NCI$1,891,658 $1,826,860 

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Priority Technology Holdings, Inc.
Unaudited Consolidated Statements of Cash Flows
(in thousands)
Three Months Ended March 31,
20252024
Cash flows from operating activities:
Net income$8,268 $5,193 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of assets13,777 15,253 
Stock-based, ESPP and incentive units compensation1,586 1,633 
Amortization of debt issuance costs and discounts434 1,065 
Debt extinguishment and modification costs38 — 
Deferred income tax(2,236)(1,872)
Change in contingent consideration1,006 972 
Other non-cash items, net(20)(259)
Change in operating assets and liabilities:
Accounts receivable (12,182)(8,339)
Prepaid expenses and other current assets(73)(425)
Income taxes (receivable) payable4,429 — 
Notes receivable— (266)
Accounts payable and other accrued liabilities(5,796)1,590 
Customer deposits and advance payments260 157 
Other assets and liabilities, net465 (1,395)
Net cash provided by operating activities9,956 13,307 
Cash flows from investing activities:
Acquisition of business, net of cash acquired(4,473)— 
Additions to property, equipment and software(5,095)(6,610)
Notes receivable, net(147)(1,059)
Net cash used in investing activities(9,715)(7,669)
Cash flows from financing activities:
Debt issuance and modification costs paid(40)— 
Repayments of long-term debt(10,000)(1,678)
Repurchases of shares withheld for taxes (1,470)(421)
Dividends paid to redeemable senior preferred stockholders— (7,027)
Proceeds from exercise of stock options110 — 
Settlement and customer/subscriber accounts obligations, net59,060 1,918 
Payment of contingent consideration related to business combination(400)(3,071)
Net cash provided by (used in) financing activities47,260 (10,279)
Net change in cash and cash equivalents and restricted cash:
Net increase in cash and cash equivalents, and restricted cash47,501 (4,641)
Cash and cash equivalents and restricted cash at beginning of period993,864 796,223 
Cash and cash equivalents and restricted cash at end of period$1,041,365 $791,582 
Reconciliation of cash and cash equivalents, and restricted cash:
Cash and cash equivalents$47,587 $34,290 
Restricted cash11,490 12,658 
Cash and cash equivalents included in settlement assets and customer/subscriber account balances (restricted in nature)982,288 744,634 
Total cash and cash equivalents, and restricted cash$1,041,365 $791,582 
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Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results
(in thousands)

Three Months Ended March 31,
 20252024
SMB Payments:
Revenues$151,690 $144,005 
Adjusted EBITDA$25,705 $25,023 
Key Indicators:
Merchant bankcard processing dollar value$15,294,133 $14,788,095 
Merchant bankcard transaction count185,539 175,228 
Total card processing dollar value $17,685,491 $17,098,758 
B2B Payments:
Revenues$23,918 $21,344 
Adjusted EBITDA$3,516 $1,747 
Key Indicators:
B2B issuing dollar volume$237,290 $227,811 
B2B issuing transaction count211 240 
Enterprise Payments:
Revenues$50,088 $40,990 
Adjusted EBITDA$42,442 $34,727 
Key Indicators:
Average CFTPay billed clients940,463 703,887 
Average CFTPay monthly new enrollments55,946 53,551 


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Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results
(in thousands)

Three Months Ended March 31, 2025
SMB PaymentsB2B PaymentsEnterprise PaymentsCorporateTotal Consolidated
Reconciliation of Adjusted EBITDA to GAAP Measure:
Adjusted EBITDA$25,705 $3,516 $42,442 $(20,369)$51,294 
Interest expense— (1,006)— (22,170)(23,176)
Depreciation and amortization(6,625)(1,261)(4,642)(1,249)(13,777)
Debt modification and extinguishment expenses— — — (38)(38)
Selling, general and administrative (non-recurring)— — — (2,199)(2,199)
Non-cash stock based compensation(4)(84)(32)(1,466)(1,586)
Income (loss) before taxes$19,076 $1,165 $37,768 $(47,491)$10,518 
Income tax expense(2,250)
Net Income $8,268 



Three Months Ended March 31, 2024
SMB PaymentsB2B PaymentsEnterprise PaymentsCorporateTotal Consolidated
Reconciliation of Adjusted EBITDA to GAAP Measure:
Adjusted EBITDA$25,023 $1,747 $34,727 $(15,157)$46,340 
Interest expense(1)(973)— (19,906)(20,880)
Depreciation and amortization(8,586)(1,470)(4,039)(1,158)(15,253)
Selling, general and administrative (non-recurring)— — — (798)(798)
Non-cash stock based compensation(4)(118)(32)(1,480)(1,634)
Income (loss) before taxes$16,432 $(814)$30,656 $(38,499)$7,775 
Income tax expense(2,582)
Net Income$5,193 



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