EX-99.1 2 ex991-prthq42024earningsre.htm EX-99.1 Document

EXHIBIT 99.1                        
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Priority Investor Inquiries:
Chris Kettmann
chris.kettmann@dgagroup.com
(773) 497-7575

Priority Technology Holdings, Inc. Announces Fourth Quarter and Full Year 2024 Financial Results
Strong Fourth Quarter Growth Driven by Performance Across Diverse Business Segments
ALPHARETTA, GA - March 6, 2025 -- Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), a payments and banking fintech that streamlines collecting, storing, lending and sending money through its innovative commerce engine (the “Priority Commerce Engine” or “PCE”) to unlock revenue opportunities and generate operational success for businesses, has announced its fourth quarter and full year 2024 financial results including strong year-over-year revenue and profit growth.
Highlights of Consolidated Results
Fourth Quarter 2024 Compared with Fourth Quarter 2023
Financial highlights of the fourth quarter of 2024 compared with the fourth quarter of 2023, are as follows2:
•Revenue of $227.1 million increased 13.9% from $199.3 million
•Adjusted gross profit (a non-GAAP measure1) of $83.9 million increased 15.1% from $72.9 million
•Adjusted gross profit margin (a non-GAAP measure1) of 37.0% increased 40.0 basis points from 36.6%
•Operating income of $34.1 million increased 54.9% from $22.0 million
•Adjusted EBITDA (a non-GAAP measure1) of $51.7 million increased 16.0% from $44.6 million
•Adjusted EPS (a non-GAAP measure1) of $0.18 increased 800% from $0.02
•Driven by strong cash flow performance in 2024, the Company made a $10.0 million voluntary prepayment on its term loan on February 28, 2025
Full Year 2024 Compared with Full Year 2023
Financial highlights of the Full Year of 2024 compared with the Full Year of 2023, are as follows2:
•Revenue of $879.7 million increased 16.4% from $755.6 million
•Adjusted gross profit (a non-GAAP measure1) of $328.1 million increased 19.2% from $275.3 million
•Adjusted gross profit margin (a non-GAAP measure1) of 37.3% increased 90 basis points from 36.4%
•Operating income of $133.4 million increased 63.7% from $81.5 million
•Adjusted EBITDA (a non-GAAP measure1) of $204.3 million increased 21.3% from $168.3 million
•Adjusted EPS (a non-GAAP measure1) of $0.51 increased 750% from $0.06
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(1)See "Non-GAAP Financial Measures" and the reconciliations of Adjusted Gross Profit (non-GAAP), Adjusted Gross Profit Margin (non-GAAP), Adjusted EBITDA (non-GAAP), and Adjusted EPS (non-GAAP), to their most comparable GAAP measures provided below for additional information.
(2)Certain amounts/percentages may not add mathematically due to rounding.
“We reported the strongest revenue performance in our history, both for the fourth quarter and the full year, driven by continued momentum in every segment of our business," said Tom Priore, Chairman & CEO of Priority. “The numbers demonstrate that the Priority Commerce Engine that streamlines collecting, storing, lending and sending money with solutions for acquiring, payables and banking – and creates revenue and operational success for businesses – continues to resonate with our partners and customers. We remain committed to meeting our customers where they are with a flexible financial toolset that makes working with Priority seamless and easy.”
Full Year 2025 Financial Guidance
Priority's outlook remains strong, which is reflected in our full year 2025 guidance:
•Revenue forecast to range between $965 million to $1 billion, a growth rate of 10% to 14%, compared to fiscal 2024 results
•Adjusted gross profit (a non-GAAP measure) forecast to range between $360 million and $385 million, a growth rate of 10% to 17% compared to fiscal 2024 results
•Adjusted EBITDA (a non-GAAP measure) forecast to range between $220 million to $230 million, a growth rate of 8% to 13% compared to fiscal 2024 results
Conference Call
Priority's leadership will host a conference call on Thursday, March 6, 2025 at 11:00 a.m. EDT to discuss its fourth quarter and full-year 2024 financial results. Participants can access the call by phone in the U.S. or Canada at (833) 636-1319 or internationally at (412) 902-4286.
The Internet webcast link and accompanying slide presentation can be accessed at https://edge.media-server.com/mmc/p/59kiss68 and will also be posted in the "Investor Relations" section of the Company's website at www.prioritycommerce.com.
An audio replay of the call will be available shortly after the conference call until March 13, 2025 at 2:00 p.m. EDT. To listen to the audio replay, dial (877) 344-7529 or (412) 317-0088 and enter conference ID number 2813602. Alternatively, you may access the webcast replay in the "Investor Relations" section of the Company's website at www.prioritycommerce.com.


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Non-GAAP Financial Measures
This communication includes certain non-GAAP financial measures that we regularly review to evaluate our business and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions. We believe these non-GAAP measures help to illustrate the underlying financial and business trends relating to our results of operations and comparability between current and prior periods. We also use these non-GAAP measures to establish and monitor operational goals. However, these non-GAAP measures are not superior to or a substitute for prominent measurements calculated in accordance with GAAP. Rather, the non-GAAP measures are meant to be a complement to understanding measures prepared in accordance with GAAP.

Gross Profit and Adjusted Gross Profit Margin
The Company's adjusted gross profit metric represents revenues less cost of services (excluding depreciation and amortization). Adjusted gross profit margin is adjusted gross profit divided by revenues. We review these non-GAAP measures to evaluate our underlying profit trends. The reconciliation of adjusted gross profit to its most comparable GAAP measure is provided below:
(in thousands)Three Months Ended December 31,Years Ended
 December 31,
2024202320242023
Revenues$227,067 $199,279 $879,702 $755,612 
Cost of services (excluding depreciation and amortization)(143,134)(126,378)(551,621)(480,307)
Adjusted gross profit$83,933 $72,901 $328,081 $275,305 
Adjusted gross profit margin37.0 %36.6 %37.3 %36.4 %
Depreciation and amortization of revenue generating assets(4,467)(3,638)(16,516)(12,628)
Gross profit$79,466 $69,263 $311,565 $262,677 
Gross profit margin35.0 %34.8 %35.4 %34.8 %


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EBITDA and Adjusted EBITDA
EBITDA and adjusted EBITDA are performance measures. EBITDA is earnings before interest expense, income tax, and depreciation and amortization expenses ("EBITDA"). Adjusted EBITDA begins with EBITDA but further excludes certain non-cash costs, such as stock-based compensation and the write-off of the carrying value of investments or other assets, as well as debt extinguishment and modification expenses and other expenses and income items considered non-recurring, such as acquisition integration expenses, certain professional fees, and litigation settlements. We review the non-GAAP adjusted EBITDA measure to evaluate our business and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions.

The reconciliation of adjusted EBITDA to its most comparable GAAP measure is provided below:

(in thousands)Three Months Ended December 31,Years Ended
December 31,
2024202320242023
Net income (loss)$7,220 $(106)$24,015 $(1,311)
Interest expense23,111 20,647 88,948 76,108 
Income tax expense3,270 1,913 13,266 8,463 
Depreciation and amortization13,811 15,092 58,041 68,395 
EBITDA47,412 37,546 184,270 151,655 
Selling, general and administrative (non-recurring)1,379 5,256 3,510 9,825 
Debt modification and extinguishment expenses1,703 — 10,369 — 
Non-cash stock-based compensation1,241 1,585 6,118 6,768 
Non-cash other losses— 250 — 84 
Adjusted EBITDA$51,735 $44,637 $204,267 $168,332 


Further detail of certain of these adjustments, and where these items are recorded in our consolidated statements of operations, is provided below:

(in thousands)Three Months Ended December 31,Years Ended
December 31,
2024202320242023
Selling, general and administrative expenses (non-recurring):
Non-cash restructuring costs$— $3,530 $— $3,530 
Certain legal fees1,347 752 2,769 3,005 
Professional, accounting and consulting fees20 204 544 2,138 
Other expenses, net12 370 197 702 
Litigation settlement— 400 — 450 
$1,379 $5,256 $3,510 $9,825 




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Adjusted Earnings (Loss) Per Share (Adjusted EPS)

Adjusted EPS is a performance measure. Adjusted EPS is calculated by dividing adjusted net income attributable to common shareholders by weighted average number shares outstanding for the respective periods.

Adjusted net income attributable to common shareholders begins with Net income attributable to common shareholders adjusted to exclude various items listed below. We believe that adjusted EPS is a measure that is useful to investors and management in understanding our ongoing profitability and in analysis of ongoing profitability trends.



(in thousands)Three Months Ended
December 31, 		Years Ended
December 31,
2024202320242023
Reconciliation of Adjusted EPS
Net loss attributable to common shareholders$(3,769)$(12,598)$(23,960)$(49,055)
Accelerated accretion expense and excise tax attributable to redeemable senior preferred stockholders8,154 — 17,703 — 
Debt modification costs1,703 — 10,369 — 
Stock based compensation 1,241 1,585 6,118 6,768 
Other non-recurring expenses 1,379 5,506 3,510 9,909 
Amortization of acquisition related intangible assets9,243 11,590 42,173 56,214 
Tax impact of adjustments(1)
(3,526)(4,896)(16,158)(19,083)
Adjusted net income attributable to common share holders$14,425 $1,187 $39,755 $4,753 
Weighted average common shares outstanding (basic)78,241 78,532 77,993 78,333 
Effect of dilutive potential common shares1,145 99 647 381 
Adjusted Weighted average shares outstanding (diluted)79,386 78,631 78,640 78,714 
Loss per common share
Basic and diluted$(0.05)$(0.16)$(0.31)$(0.63)
Adjusted earnings per common share
Basic$0.18 $0.02 $0.51 $0.06 
Diluted$0.18 $0.02 $0.51 $0.06 
(1) The tax impact calculated using the blended statutory income tax rate (i.e. 26.0% for 2024 and 26.2% for 2023)


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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 1.2 million customers across its SMB, B2B and Enterprise channels processing over $130.0 billion in annual transaction activity while administrating approximately $1.2 billion in customer account balances. Priority’s purpose-built technology enables clients to collect, store, lend and send money and provides customers the acceptance and AP payment applications and Passport financial tools that best optimize their cash flow and maximize working capital. Additional information can be found at www.prioritycommerce.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services, and other statements identified by words such as "may," "will," "should," "anticipates," "believes," "expects," "plans," "future," "intends," "could," "estimate," "predict," "projects," "targeting," "potential" or "contingent," "guidance," "outlook" or words of similar meaning. These forward-looking statements include, but are not limited to, our 2025 outlook and statements regarding our market and growth opportunities. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive risks, trends and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking statements. Our actual results could differ materially, and potentially adversely, from those discussed or implied herein.
We caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed in our SEC filings, including our most recent Annual Report on Form 10-K filed with the SEC on March 6, 2025. These filings are available online at www.sec.gov or www.prioritycommerce.com.
We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. The forward-looking statements included in this press release are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
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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,
2024202320242023
Revenues$227,067$199,279$879,702$755,612
Operating expenses
Cost of services (excludes depreciation and amortization)143,134126,378551,621480,307
Salary and employee benefits23,19921,68889,21679,974
Depreciation and amortization13,81115,09258,04168,395
Selling, general and administrative12,78414,08447,40345,412
Total operating expenses192,928177,242746,281674,088
Operating income34,13922,037133,42181,524
Other (expense) income
Interest expense(23,111)(20,647)(88,948)(76,108)
Debt extinguishment and modification costs(1,703)—(10,369)—
Other income, net1,1654173,1771,736
Total other expense, net(23,649)(20,230)(96,140)(74,372)
Income before income taxes10,4901,80737,2817,152
Income tax expense3,2701,91313,2668,463
Net income (loss)7,220(106)24,015(1,311)
Less: Dividends, accretion, and related excise tax attributable to redeemable senior preferred stockholders(10,989)(12,492)(47,336)(47,744)
Less: Return on redeemable NCI in consolidated subsidiary, net of deferred tax benefit——(639)—
Net loss attributable to common shareholders(3,769)(12,598)$(23,960)$(49,055)
Other comprehensive loss
Foreign currency translation adjustments(109)5 (147)(29)
Comprehensive loss$(3,878)$(12,593)$(24,107)$(49,084)
Loss per common share:
Basic and diluted$(0.05)$(0.16)$(0.31)$(0.63)
Weighted-average common shares outstanding:
Basic and diluted78,241 78,532 77,993 78,333 


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Priority Technology Holdings, Inc.
Unaudited Consolidated Balance Sheets

(in thousands)
December 31, 2024December 31, 2023
Assets
Current assets:
Cash and cash equivalents$58,600 $39,604 
Restricted cash11,090 11,923 
Accounts receivable, net of allowances67,969 58,551 
Prepaid expenses and other current assets22,990 13,273 
Current portion of notes receivable, net of allowance3,638 1,468 
Settlement assets and customer/subscriber account balances940,798 756,475 
Total current assets1,105,085 881,294 
Notes receivable, less current portion4,919 3,728 
Property, equipment and software, net52,477 44,680 
Goodwill376,091 376,103 
Intangible assets, net240,874 273,350 
Deferred income taxes, net24,697 22,533 
Other noncurrent assets22,717 13,649 
Total assets$1,826,860 $1,615,337 
Liabilities, Redeemable Senior Preferred Stock and Shareholders' Deficit
Current liabilities:
Accounts payable and accrued expenses$62,149 $52,643 
Accrued residual commissions37,560 33,025 
Customer deposits and advance payments2,246 3,934 
Current portion of long-term debt9,503 6,712 
Settlement and customer/subscriber account obligations940,213 755,754 
Total current liabilities1,051,671 852,068 
Long-term debt, net of current portion, discounts and debt issuance costs920,888 631,965 
Other noncurrent liabilities19,326 18,763 
Total liabilities1,991,885 1,502,796 
Redeemable senior preferred stock, net of discounts and issuance costs— 258,605 
Stockholders' deficit:
Preferred stock— — 
Common stock77 77 
Treasury stock, at cost(19,607)(12,815)
Additional paid-in capital— — 
Accumulated other comprehensive loss(176)(29)
Accumulated deficit(147,134)(134,951)
Total stockholders' deficit attributable to shareholders of PRTH(166,840)(147,718)
Non-controlling interest1,815 1,654 
Total stockholders' deficit(165,025)(146,064)
Total liabilities, redeemable senior preferred stock and shareholders' deficit$1,826,860 $1,615,337 







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Priority Technology Holdings, Inc
Unaudited Consolidated Statements of Cash Flows
(in thousands)
Years Ended
December 31,
20242023
Cash flows from operating activities:
Net income (loss)$24,015 $(1,311)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of assets58,041 68,395 
Stock-based, ESPP and incentive units compensation6,118 6,769 
Amortization of debt issuance costs and discounts2,736 3,849 
Debt extinguishment and modification costs 10,369 — 
Deferred income tax benefit(2,194)(6,086)
Change in contingent consideration liability2,839 (1,639)
Other non-cash items, net(147)(3,924)
Change in operating assets and liabilities:
Accounts receivable (9,387)24,471 
Prepaid expenses and other current assets(6,062)(936)
Income taxes (receivable) payable(3,633)(273)
Notes receivable— (912)
Accounts payable and other accrued liabilities9,562 (3,218)
Customer deposits and advance payments(1,688)1,102 
Other assets and liabilities, net(4,960)(5,031)
Net cash provided by operating activities85,609 81,256 
Cash flows from investing activities:
Acquisition of business, net of cash acquired— (28,222)
Additions to property, equipment and software(21,693)(21,256)
Notes receivable, net(3,361)376 
Acquisitions of assets and other investing activities(10,492)(6,646)
Net cash used in investing activities(35,546)(55,748)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of issue discount945,126 49,750 
Debt issuance and modification costs paid(7,680)(1,220)
Repayments of long-term debt(658,835)(6,328)
Borrowings under revolving credit facility— 44,000 
Repayments of borrowings under revolving credit facility— (56,500)
Redemption of senior preferred stock (225,000)— 
Redemption of accumulated unpaid dividend on redeemable preferred stock(54,557)— 
Redemption of redeemable NCI in subsidiary(2,130)— 
Repurchases of Common Stock and shares withheld for taxes (1,538)(1,256)
Dividends paid to redeemable senior preferred stockholders(23,646)(24,718)
Proceeds from exercise of stock options1,816 — 
Settlement and customer/subscriber accounts obligations, net179,614 211,077 
Payment of contingent consideration related to business combination(5,592)(4,700)
Net cash provided by financing activities147,578 210,105 
Net change in cash and cash equivalents and restricted cash:
Net increase in cash and cash equivalents, and restricted cash197,641 235,613 
Cash and cash equivalents and restricted cash at beginning of period796,223 560,610 
Cash and cash equivalents and restricted cash at end of period$993,864 $796,223 
Reconciliation of cash and cash equivalents, and restricted cash:
Cash and cash equivalents$58,600 $39,604 
Restricted cash11,090 11,923 
Cash and cash equivalents included in settlement assets and customer/subscriber account balances924,174 744,696 
Total cash and cash equivalents, and restricted cash$993,864 $796,223 
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Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results

(in thousands)
Three Months Ended December 31Years Ended December 31
 2024202320242023
SMB Payments:  
Revenues$155,672 $140,129 $613,547 $583,251 
Adjusted EBITDA$26,648 $25,036 $108,913 $109,485 
Key Indicators:
Merchant bankcard processing dollar value$15,527,326 $14,570,549 $61,703,021 $59,054,039 
Merchant bankcard transaction count189,738 173,732 755,989 696,203 
Total card processing dollar value $18,137,274 $16,958,661 $71,566,091 $68,489,886 
B2B Payments:
Revenues$23,735 $21,411 $89,103 $41,156 
Adjusted EBITDA$2,395 $372 $7,605 $2,250 
Key Indicators:
B2B issuing dollar volume$244,689 $215,587 $977,278 $851,948 
B2B issuing transaction count236 259 974 1,087 
Enterprise Payments:
Revenues$48,690 $38,262 $180,448 $132,186 
Adjusted EBITDA$42,025 $33,040 $154,936 $110,893 
Key Indicators:
Average billed clients891,157 650,280 797,567 556,526 
Average monthly new enrollments52,444 48,643 56,072 51,059 
























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Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results

Three Months Ended December 31, 2024
SMB PaymentsB2B PaymentsEnterprise PaymentsCorporateTotal Consolidated
Reconciliation of Adjusted EBITDA to GAAP Measure:
Adjusted EBITDA$26,648 $2,395 $42,025 $(19,333)$51,735 
Interest expense— (1,060)— (22,051)(23,111)
Depreciation and amortization(6,799)(1,266)(4,498)(1,248)(13,811)
Debt modification and extinguishment expenses— — — (1,703)(1,703)
Selling, general and administrative (non-recurring)— — — (1,379)(1,379)
Non-cash stock based compensation(4)79 (33)(1,283)(1,241)
Income (loss) before taxes$19,845 $148 $37,494 $(46,997)$10,490 
Income tax expense(3,270)
Net income$7,220 


Year Ended December 31, 2024
SMB PaymentsB2B PaymentsEnterprise PaymentsCorporateTotal Consolidated
Reconciliation of Adjusted EBITDA to GAAP Measure:
Adjusted EBITDA$108,913 $7,605 $154,936 $(67,187)$204,267 
Interest expense(1)(4,340)— (84,607)(88,948)
Depreciation and amortization(30,865)(5,258)(16,928)(4,990)(58,041)
Debt modification and extinguishment expenses— — — (10,369)(10,369)
Selling, general and administrative (non-recurring)— — — (3,510)(3,510)
Non-cash stock based compensation(16)(220)(131)(5,751)(6,118)
Income (loss) before taxes$78,031 $(2,213)$137,877 $(176,414)$37,281 
Income tax expense(13,266)
Net income$24,015 

















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Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results
Three Months Ended December 31, 2023
SMB PaymentsB2B PaymentsEnterprise PaymentsCorporateTotal Consolidated
Reconciliation of Adjusted EBITDA to GAAP Measure:
Adjusted EBITDA$25,036 $372 $33,040 $(13,811)$44,637 
Interest expense— (804)(64)(19,779)(20,647)
Depreciation and amortization(9,162)(1,075)(3,856)(999)(15,092)
Selling, general and administrative (non-recurring)— — — (5,256)(5,256)
Non-cash stock based compensation(131)(312)(66)(1,076)(1,585)
Non-cash other loses— — — (250)(250)
Income (loss) before taxes$15,743 $(1,819)$29,054 $(41,171)$1,807 
Income tax expense(1,913)
Net loss$(106)

Year Ended December 31, 2023
SMB PaymentsB2B PaymentsEnterprise PaymentsCorporateTotal Consolidated
Reconciliation of Adjusted EBITDA to GAAP Measure:
Adjusted EBITDA$109,485 $2,250 $110,893 $(54,296)$168,332 
Interest expense— (1,302)(357)(74,449)(76,108)
Depreciation and amortization(36,715)(1,831)(22,426)(7,423)(68,395)
Selling, general and administrative (non-recurring)— — — (9,825)(9,825)
Non-cash stock based compensation(539)(549)(261)(5,419)(6,768)
Non-cash other losses— — — (84)(84)
Income (loss) before taxes$72,231 $(1,432)$87,849 $(151,496)$7,152 
Income tax expense(8,463)
Net loss$(1,311)
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