EX-99.1 2 ex991-prth4q2023earningsre.htm EX-99.1 Document

EXHIBIT 99.1                        
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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.
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"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.
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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 December 31,Years Ended
 December 31,
2023202220232022
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 margin36.6 %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 margin34.8 %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.

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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,
2023202220232022
Net loss$(106)$(1,312)$(1,311)$(2,150)
Interest expense20,647 16,272 76,108 53,554 
Income tax expense1,913 3,517 8,463 5,350 
Depreciation and amortization15,092 18,006 68,395 70,681 
EBITDA37,546 36,483 151,655 127,435 
Selling, general and administrative (non-recurring)5,256 1,284 9,825 6,639 
Non-cash stock-based compensation1,585 2,024 6,768 6,228 
Non-cash other losses250 — 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
December 31,
2023202220232022
Selling, general and administrative expenses (non-recurring):
Non-cash restructuring costs$3,530 $— $3,530 $— 
Certain legal fees752 340 3,005 916 
Professional, accounting and consulting fees204 641 2,138 1,300 
Other expenses, net370 131 702 3,179 
Change in the fair value of contingent consideration— 172 — 1,244 
Litigation settlement400 — 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.



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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 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.
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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,
2023202220232022
Revenues$199,279$177,555$755,612$663,641
Operating expenses
Cost of revenue (excludes depreciation and amortization)126,378116,566480,307436,753
Salary and employee benefits21,68816,84679,97465,077
Depreciation and amortization15,09218,00668,39570,681
Selling, general and administrative14,0847,93845,41234,965
Total operating expenses177,242159,356674,088607,476
Operating income22,03718,19981,52456,165
Other (expense) income
Interest expense(20,647)(16,272)(76,108)(53,554)
Other income, net4172781,736589
Total other expense, net(20,230)(15,994)(74,372)(52,965)
Income before income taxes1,8072,2057,1523,200
Income tax expense1,9133,5178,4635,350
Net loss(106)(1,312)(1,311)(2,150)
Less: Dividends and accretion attributable to redeemable senior preferred stockholders(12,492)(10,465)(47,744)(36,880)
Net loss attributable to common stockholders(12,598)(11,777)$(49,055)$(39,030)
Other comprehensive loss
Foreign currency translation adjustments5 — (29)— 
Comprehensive loss$(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 diluted78,532 77,984 78,333 78,233 


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Priority Technology Holdings, Inc.
Unaudited Consolidated Balance Sheets

(in thousands)
December 31, 2023December 31, 2022
Assets
Current assets:
Cash and cash equivalents$39,604 $18,454 
Restricted cash11,923 10,582 
Accounts receivable, net of allowances58,551 78,113 
Prepaid expenses and other current assets13,273 11,832 
Current portion of notes receivable, net of allowance1,468 1,471 
Settlement assets and customer/subscriber account balances756,475 532,018 
Total current assets881,294 652,470 
Notes receivable, less current portion3,728 3,191 
Property, equipment and software, net44,680 34,687 
Goodwill376,103 369,337 
Intangible assets, net273,350 288,794 
Deferred income taxes, net22,533 16,447 
Other noncurrent assets13,649 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 commissions33,025 35,979 
Customer deposits and advance payments3,934 2,618 
Current portion of long-term debt6,712 6,200 
Settlement and customer/subscriber account obligations755,754 533,340 
Total current liabilities852,068 630,001 
Long-term debt, net of current portion, discounts and debt issuance costs631,965 598,926 
Other noncurrent liabilities18,763 11,643 
Total liabilities1,502,796 1,240,570 
Redeemable senior preferred stock, net of discounts and issuance costs258,605 235,579 
Stockholders' deficit:
Preferred stock— — 
Common stock77 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 interest1,654 1,255 
Total stockholders' deficit(146,064)(102,786)
Total liabilities, redeemable senior preferred stock and stockholders' deficit$1,615,337 $1,373,363 

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Priority Technology Holdings, Inc.
Unaudited Consolidated Statements of Cash Flows

(in thousands)

Years Ended
December 31,
20232022
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 assets68,395 70,681 
Stock-based, ESPP and incentive units compensation6,769 6,228 
Amortization of debt issuance costs and discounts3,849 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 payments1,102 (2,403)
Other assets and liabilities, net(5,031)(6,000)
Net cash provided by operating activities81,256 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, net376 (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 discount49,750 — 
Debt issuance and modification costs paid(1,220)— 
Repayments of long-term debt(6,328)(6,200)
Borrowings under revolving credit facility44,000 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, net211,077 43,143 
Payment of contingent consideration related to business combination(4,700)(7,014)
Net cash provided by financing activities210,105 8,502 
Net change in cash and cash equivalents and restricted cash:
Net increase in cash and cash equivalents, and restricted cash235,613 42,517 
Cash and cash equivalents and restricted cash at beginning of period560,610 518,093 
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 cash11,923 10,582 
Cash and cash equivalents included in settlement assets and customer/subscriber account balances744,696 531,574 
Total cash and cash equivalents, and restricted cash$796,223 $560,610 


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Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results

(in thousands)
Three Months Ended
December 31,		Years Ended
December 31,
 2023202220232022
SMB Payments:  
Revenue$139,933 $149,880 $582,870 $562,237 
Operating expenses128,825 134,942 536,388 507,371 
Operating income$11,108 $14,938 $46,482 $54,866 
Operating margin7.9 %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 count173,732 160,492 696,203 $636,576 
B2B Payments:
Revenue$21,221 $2,802 $40,726 $18,890 
Operating expenses22,966 3,883 43,261 18,682 
Operating income (loss)$(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 count259 250 1,087 933 
Enterprise Payments:
Revenue$38,125 $24,873 $132,016 $82,514 
Operating expenses14,242 13,440 58,052 51,577 
Operating income$23,883 $11,433 $73,964 $30,937 
Operating margin62.6 %46.0 %56.0 %37.5 %
Depreciation and amortization$4,196 $6,293 $23,753 $24,892 
Key indicators:
Average billed clients650,280 424,601 556,526 379,725 
Average monthly new enrollments48,643 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 


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