Priority Technology Holdings, Inc. Reports First Quarter Financial Results

Strong First Quarter Growth Driven by Performance Across Unified Commerce Platform

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.

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.

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,

 

 

2025

 

 

 

2024

 

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 margin

 

38.9

%

 

 

37.1

%

 

Depreciation and amortization of revenue generating assets

 

(4,668

)

 

 

(3,900

)

Gross profit

$

82,609

 

 

$

72,521

 

 

Gross profit margin

 

36.8

%

 

 

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,

 

2025

 

2024

Net income

$

8,268

 

$

5,193

Interest expense

 

23,176

 

 

20,880

Income tax expense

 

2,250

 

 

2,582

Depreciation and amortization

 

13,777

 

 

15,253

EBITDA

 

47,471

 

 

43,908

Debt modification and extinguishment expenses

 

38

 

 

Selling, general and administrative (non-recurring)

 

2,199

 

 

798

Non-cash stock-based compensation

 

1,586

 

 

1,634

Adjusted EBITDA

$

51,294

 

$

46,340

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,

 

 

2025

 

 

2024

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

 

 

 

Certain legal fees

 

1,296

 

 

 

450

Professional, accounting and consulting fees

 

1,044

 

 

 

189

Other expenses, net

 

19

 

 

 

159

Litigation settlement

 

(160

)

 

 

 

$

2,199

 

 

$

798

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,

 

 

2025

 

 

 

2024

 

Reconciliation of Adjusted EPS

Net income (loss) attributable to common shareholders

$

8,268

 

 

$

(8,050

)

Debt extinguishment and modification costs

 

38

 

 

 

 

Stock based compensation

 

1,586

 

 

 

1,634

 

Other non-recurring expenses

 

2,199

 

 

 

798

 

Amortization of acquisition related intangible assets

 

9,314

 

 

 

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 shares

 

1,083

 

 

 

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.)

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

About Priority Technology Holdings, Inc.

Priority is a solution provider in Payments and Banking as a Service operating at scale with over 1.3 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 Technology Holdings, Inc.

Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except per share amounts)

 

 

Three Months Ended March 31,

 

 

2025

 

 

 

2024

 

Revenues

$

224,630

 

 

$

205,719

 

Operating expenses

 

 

 

Cost of revenue (excludes depreciation and amortization)

 

137,353

 

 

 

129,298

 

Salary and employee benefits

 

25,775

 

 

 

22,150

 

Depreciation and amortization

 

13,777

 

 

 

15,253

 

Selling, general and administrative

 

15,100

 

 

 

10,995

 

Total operating expenses

 

192,005

 

 

 

177,696

 

Operating income

 

32,625

 

 

 

28,023

 

Other (expense) income

 

 

 

Interest expense

 

(23,176

)

 

 

(20,880

)

Debt extinguishment and modification costs

 

(38

)

 

 

 

Other income, net

 

1,107

 

 

 

632

 

Total other expense, net

 

(22,107

)

 

 

(20,248

)

Income before income taxes

 

10,518

 

 

 

7,775

 

Income tax expense

 

2,250

 

 

 

2,582

 

Net income

 

8,268

 

 

 

5,193

 

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 adjustments

 

43

 

 

 

(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:

 

 

 

Basic

 

78,774

 

 

 

78,021

 

Diluted

 

79,857

 

 

 

78,225

 

(1)

 

Adjusted EPS in a non-GAAP earnings measure. See Adjusted EPS reconciliation for further detail.

 

Priority Technology Holdings, Inc.

Unaudited Consolidated Balance Sheets

(in thousands)

 

 

 

 

 

March 31, 2025

 

December 31, 2024

Assets

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

47,587

 

 

$

58,600

 

Restricted cash

 

11,490

 

 

 

11,090

 

Accounts receivable, net of allowances

 

80,280

 

 

 

67,969

 

Prepaid expenses and other current assets

 

19,962

 

 

 

22,990

 

Current portion of notes receivable, net of allowance

 

2,231

 

 

 

3,638

 

Settlement assets and customer/subscriber account balances

 

1,003,034

 

 

 

940,798

 

Total current assets

 

1,164,584

 

 

 

1,105,085

 

Notes receivable, less current portion

 

6,473

 

 

 

4,919

 

Property, equipment and software, net

 

53,718

 

 

 

52,477

 

Goodwill

 

386,822

 

 

 

376,091

 

Intangible assets, net

 

231,560

 

 

 

240,874

 

Deferred income taxes, net

 

26,933

 

 

 

24,697

 

Other noncurrent assets

 

21,568

 

 

 

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 commissions

 

40,478

 

 

 

37,560

 

Customer deposits and advance payments

 

2,506

 

 

 

2,246

 

Current portion of long-term debt

 

1,879

 

 

 

9,503

 

Settlement and customer/subscriber account obligations

 

1,003,395

 

 

 

940,213

 

Total current liabilities

 

1,102,672

 

 

 

1,051,671

 

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

 

918,944

 

 

 

920,888

 

Other noncurrent liabilities

 

26,467

 

 

 

19,326

 

Total liabilities

 

2,048,083

 

 

 

1,991,885

 

Stockholders' deficit:

 

 

 

Preferred stock

 

 

 

 

 

Common stock

 

80

 

 

 

77

 

Treasury stock, at cost

 

(21,077

)

 

 

(19,607

)

Additional paid-in capital

 

1,669

 

 

 

 

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 subsidiaries

 

1,902

 

 

 

1,815

 

Total stockholders' deficit

 

(156,425

)

 

 

(165,025

)

Total liabilities, stockholders' deficit and NCI

$

1,891,658

 

 

$

1,826,860

 

 

Priority Technology Holdings, Inc.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

 

 

Three Months Ended March 31,

 

 

2025

 

 

 

2024

 

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 assets

 

13,777

 

 

 

15,253

 

Stock-based, ESPP and incentive units compensation

 

1,586

 

 

 

1,633

 

Amortization of debt issuance costs and discounts

 

434

 

 

 

1,065

 

Debt extinguishment and modification costs

 

38

 

 

 

 

Deferred income tax

 

(2,236

)

 

 

(1,872

)

Change in contingent consideration

 

1,006

 

 

 

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) payable

 

4,429

 

 

 

 

Notes receivable

 

 

 

 

(266

)

Accounts payable and other accrued liabilities

 

(5,796

)

 

 

1,590

 

Customer deposits and advance payments

 

260

 

 

 

157

 

Other assets and liabilities, net

 

465

 

 

 

(1,395

)

Net cash provided by operating activities

 

9,956

 

 

 

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 options

 

110

 

 

 

 

Settlement and customer/subscriber accounts obligations, net

 

59,060

 

 

 

1,918

 

Payment of contingent consideration related to business combination

 

(400

)

 

 

(3,071

)

Net cash provided by (used in) financing activities

 

47,260

 

 

 

(10,279

)

Net change in cash and cash equivalents and restricted cash:

 

 

 

Net increase in cash and cash equivalents, and restricted cash

 

47,501

 

 

 

(4,641

)

Cash and cash equivalents and restricted cash at beginning of period

 

993,864

 

 

 

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 cash

 

11,490

 

 

 

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

 

 

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)

 

 

Three Months Ended March 31,

 

2025

 

2024

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 count

 

185,539

 

 

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 count

 

211

 

 

240

 

 

 

 

Enterprise Payments:

 

 

 

Revenues

$

50,088

 

$

40,990

Adjusted EBITDA

$

42,442

 

$

34,727

 

 

 

 

Key Indicators:

 

 

 

Average CFTPay billed clients

 

940,463

 

 

703,887

Average CFTPay monthly new enrollments

 

55,946

 

 

53,551

 

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)

 

 

 

Three Months Ended March 31, 2025

 

 

SMB Payments

 

B2B Payments

 

Enterprise Payments

 

Corporate

 

Total 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 Payments

 

B2B Payments

 

Enterprise Payments

 

Corporate

 

Total 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

 

 

Contacts

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