PRTH Priority Technology

Filed: 9 Aug 21, 7:08am

Priority Technology Holdings, Inc. Announces Second Quarter 2021 Financial Results

Strong Second Quarter Financial Performance and Increased Full Year Guidance

Capital Refinancing Strengthened the Balance Sheet, Increased Liquidity and Reduced Leverage

Pending Acquisition of Finxera Expected to Close in Third Quarter 2021
ALPHARETTA, Ga., Aug. 9, 2021 /PRNewswire/ -- Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), a leading payments technology company helping customers collect, store and send money, today announced its second quarter 2021 financial results.    
Highlights of Consolidated Results
Second Quarter 2021, Compared with Second Quarter 2020
The second quarter 2020 includes results of the RentPayment business sold to MRI Software in September 2020.  Financial highlights of second quarter 2021 compared with second quarter 2020, are as follows (gross profit, gross profit margin, and adjusted EBITDA are non-GAAP measures1):
Revenue of $125.0 million increased 35.4% from $92.4 million.
Gross profit of $35.2 million increased 17.4% from $30.0 million.
Gross profit margin of 28.1% decreased from 32.4%.
Income from operations of $7.4 million increased 83.7% from $4.0 million, including non-recurring expenses of $1.8 million and $1.4 million in second quarter 2021 and 2020, respectively.
Loss before income taxes of $8.0 million includes $8.3 million of debt extinguishment and modification costs, and compares with a loss before income taxes of $7.4 million in second quarter 2020.
Diluted loss per share of $0.35, which includes the impact of $8.3 million of debt extinguishment and modification costs and a $10.8 million non-controlling interest preferred unit redemption in second quarter 2021, compares with a diluted loss per share of $0.12 in second quarter 2020.
Adjusted EBITDA of $21.0 million increased 26.1% from $16.7 million.
Total net leverage ratio of 3.43x at June 30, 2021 decreased from 5.44x at March 31, 20211.
The second quarter 2021 results compared with second quarter 2020 results, excluding the RentPayment business sold in September 2020 and non-recurring expenses from both quarters2,3, are as follows:
Revenue of $125.0 million increased 42.1% from $88.0 million.
Gross profit of $35.2 million increased 35.0% from $26.1 million.
Gross profit margin of 28.1% decreased from 29.6%.
Income from operations of $9.2 million increased 161.3% from $3.5 million.
Adjusted EBITDA of $21.0 million increased 54.9% from $13.6 million.
"Our strong second quarter results reinforce the power of our payments platform and relentless focus on execution," said Tom Priore, Chairman and Chief Executive Officer of Priority. "As we advance the full integration of Finxera's virtual banking capabilities in the coming quarter, we are poised to achieve our mission to be the premier partner for merchants and ISVs to collect, store, and send money."

The Company announced during first quarter 2021 that it entered into an agreement to acquire Finxera Holdings, Inc. ("Finxera"). That acquisition is expected to close in third quarter 2021. In second quarter 2021, Finxera generated revenue of $16.6 million, gross profit of $15.5 million, and Adjusted EBITDA of $11.1 million. On a pro forma basis4, including second quarter and first half results of Finxera, together with pro forma adjustments for June 2021 and April 2021 tuck-in reseller acquisitions, second quarter and first half 2021 financial results (excluding revenue and cost synergies) are as follows:
Revenue of $142.9 million in second quarter 2021, and $275.1 million in first half 2021.
Gross profit of $51.7 million in second quarter 2021, and $104.6 million in first half 2021.
Gross profit margin of 36.2% in second quarter 2021, and 38.0% million in first half 2021.
Adjusted EBITDA of $32.8 million in second quarter 2021, and $67.9 million in first half 2021.
(1) See "Non-GAAP Financial Measures" and the reconciliations of Gross Profit, Gross Profit Margin, and Adjusted EBITDA to their most comparable GAAP measures, and the calculation of Total Net Leverage Ratio as of June 30, 2021 provided below for additional information.
(2) See "Results With and Without RentPayment" for a summary of the results for the three months ended June 30, 2020, excluding the actual results of the RentPayment business sold in September 2020.
(3) See "Non-GAAP Financial Measures" for the details of non-recurring expenses for the three months ended June 30, 2021 and 2020. 
(4) See "Pro Forma Results" for a presentation of second quarter and first half 2021 results including the actual second quarter and first half 2021 results of Finxera and the April 2021 and June 2021 tuck-in acquisitions.
Revised Full Year 2021 Financial Guidance
The Company outperformed its plan for revenue and adjusted EBITDA in the six months ended June 30, 2021.  As a result of stronger than expected organic growth and the impact of the second quarter 2021 tuck-in acquisitions, the Company has updated its outlook for full year 2021, before any further increases related to the anticipated acquisition of Finxera, as follows:
Revenue is forecast to range between $480 to $500 million, a growth of 22% to 28% above 2020 revenue of $392.3 million, excluding RentPayment.
Adjusted EBITDA (a non-GAAP measure) is forecast to range between $82 to $86 million, a growth of 32% to 39% above 2020 adjusted EBITDA of $62.1 million, excluding RentPayment.
Conference Call
Priority's leadership will host a conference call on Monday, August 9, 2021 at 11:00 a.m. EDT to discuss its second quarter financial results and business developments. Participants can access the call by Phone: US/Canada: (877) 501-3161 or International: (786) 815-8443.
Internet webcast link and accompanying slide presentation can be accessed at and will also be posted in the "Investor Relations" section of the Company's website at  
An audio replay of the call will be available shortly after the conference call until August 12, 2021 at 1:30 pm Eastern Time. To listen to the audio replay, dial (855) 859-2056 or (404) 537-3406 and enter conference ID number 1214468. Alternatively, you may access the webcast replay in the "Investor Relations" section of the Company's website at
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 Gross Profit Margin
The Company's non-GAAP gross profit metric represents revenues less costs of services. Gross profit margin is gross profit divided by revenues. We review these non-GAAP measures to evaluate our underlying profit trends. The reconciliation of gross profit to its most comparable GAAP measure is provided below:
(in thousands)
Three Months Ended June 30,
Costs of Services89,83162,398
Gross Profit$35,183$29,958
Gross Profit Margin28.1%32.4%
EBITDA, Adjusted EBITDA and Consolidated Adjusted EBITDA
EBITDA and adjusted EBITDA are performance measures. EBITDA is earnings before interest, income tax, and depreciation and amortization expenses ("EBITDA"). Adjusted EBITDA begins with EBITDA but further excludes certain non-cash costs, such as stock-based compensation and the write-off of the carrying value of investments or other assets, as well as debt extinguishment and modification expenses and other expenses and income items considered non-recurring, such as acquisition integration expenses, certain professional fees, and litigation settlements.  Consolidated adjusted EBITDA, which is a liquidity measure used in determining our total net leverage ratio, is adjusted EBITDA further adjusted for items specified in the definition of consolidated adjusted EBITDA within our debt agreements, which include the pro-forma impact of acquisitions and dispositions and other specified adjustments. We review the non-GAAP adjusted EBITDA measure to evaluate our business and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions. 
We review the non-GAAP consolidated adjusted EBITDA to evaluate compliance with our total net leverage ratio at each measurement period.  The reconciliation of adjusted EBITDA to its most comparable GAAP measure is provided below:
(in thousands)  
Three Months Ended June 30, 
Net loss (GAAP)$(9,477)$(7,858)
   Interest expense7,28511,668
   Income tax expense1,490415
   Depreciation and amortization10,72310,363
EBITDA (Non-GAAP)10,02114,588
   Non-cash stock-based compensation856688
   Selling, general and administrative1,8341,385
Debt extinguishment and modification costs8,322
   Other non-operating expense(17)
Adjusted EBITDA (Non-GAAP)$21,016$16,661
Reconciliation of Adjusted EBITDA to Consolidated Adjusted EBITDA for the last twelve months ended June 30, 2021 and the calculation of the Total Net Leverage Ratio at June 30, 2021 are provided below:

Adjusted EBITDA (Non-GAAP)$76,885
   Allowable Board fee add-back1,723
   Other adjustments(145)
Pro-formal impact of acquisitions16,900
RentPayment adjusted EBITDA(2,459)
Consolidated Adjusted EBITDA (Non-GAAP)$92,904
Consolidated Total Debt at June 30, 2021:
   Current portion of long-term debt$3,000
   Long-term debt, net of current portion318,187
   Unamortized discounts and costs8,813
Less unrestricted cash(11,111)
Consolidated Net Debt$318,889
Total Net Leverage Ratio3.43x
Further detail of certain of these adjustments, and where these items are recorded in our consolidated statements of operations, is provided below:
Three Months Ended June 30,
(in thousands)20212020Segment
Selling, general and administrative expense:
Litigation settlement costs$$100Integrated Partners
Litigation settlement recoveries(23)Consumer
Certain legal fees and expenses1,587348Corporate
Professional, accounting and consulting fees237121Corporate
Acquisition transition services839Integrated Partners
Acquisition transition services10Consumer
Salary and employee benefit expense:
Non-cash stock-based compensation$146$114Consumer
Non-cash stock-based compensation3231Commercial
Non-cash stock-based compensation678543Corporate
Other expenses, net:
   Debt extinguishment and  modification costs8,322$
   Other non-operating expense(17)
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.
Pro-Forma Results

On a pro forma basis, including second quarter results of Finxera, together with the June 2021 tuck-in reseller acquisition, second quarter 2021 financial results (excluding revenue and cost synergies) are as follows:
(in thousands)
Three Months Ended June 30, 2021 (a)
Pro Forma
Gross Profit$35,183$15,533$1,030$51,746
Gross Profit Margin28.1%93.7%78.7%36.2%
Adjusted EBITDA$21,016$11,123$672$32,811
(a) Actual second quarter 2021 results of Priority, Finxera and the June 2021 tuck-in reseller acquisition.
On a pro forma basis, including first half results of Finxera, together with the April 2021 and June 2021 tuck-in reseller acquisitions, first half 2021 financial results (excluding revenue and cost synergies) are as follows:
(in thousands)
Six Months Ended June 30, 2021 (a)
Pro Forma
Gross Profit$66,617$31,180$6,822$104,619
Gross Profit Margin28.0%93.5%196.1%38.0%
Adjusted EBITDA$39,017$22,817$6,100$67,934
(a) Actual first half 2021 results of Priority, Finxera and the April 2021 and June 2021 tuck-in reseller acquisitions.
About Priority Technology Holdings, Inc.
Priority is a leading provider of merchant acquiring, integrated payment software and commercial payment solutions, offering unique product and service capabilities to its merchant network and distribution partners. Priority's enterprise operates from a purpose-built business platform that includes tailored customer service offerings and bespoke technology development, allowing the Company to provide end-to-end solutions for payment and payment-adjacent opportunities. Additional information can be found at
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, expected timing of the closing of Priority Technology Holdings, Inc.'s ("Priority", "we", "our", or "us") merger with Finxera Holdings, Inc. ("Finxera") and our 2021 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.   These forward-looking statements may include, but are not limited to, statements about the effects of the COVID-19 pandemic on our revenues and financial operating results.  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 31, 2021. These filings are available online at or
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.
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)Three Months Ended June 30,Six Months Ended June 30,
Costs of services89,83162,398171,694128,762
Salary and employee benefits10,3519,55619,89919,685
Depreciation and amortization10,72310,36319,79320,635
Selling, general and administrative6,7046,00814,99312,617
Total operating expenses117,60988,325226,379181,699
Income from operations7,4054,03111,9327,590
Interest expense(7,285)(11,668)(16,453)(21,983)
Debt extinguishment and modification costs(8,322)(8,322)(376)
Other income (expenses), net215194(54)224
Total other expenses, net(15,392)(11,474)(24,829)(22,135)
Loss before income taxes(7,987)(7,443)(12,897)(14,545)
Income tax expense (benefit)1,490415(741)(818)
Net loss(9,477)(7,858)(12,156)(13,727)
Dividends attributable to senior preferred stockholders(3,911)(3,911)
Non-controlling interest preferred unit redemptions(10,777)(10,777)
Net loss attributable to common stockholders of PRTH$(24,165)$(7,858)$(26,844)$(13,727)
Loss per common share:
Basic and diluted$(0.35)$(0.12)$(0.39)$(0.2)
Weighted-average common shares outstanding:
Basic and diluted69,49667,11468,52567,088

Condensed Consolidated Balance Sheets
(in thousands)Unaudited
June 30, 2021December 31, 2020
Current assets:
Restricted cash18,23278,879
Accounts receivable, net of allowance50,59641,321
Prepaid expenses and other current assets5,4433,500
Current portion of notes receivable, net of allowance2302,190
Settlement assets722753
Total current assets86,334135,884
Notes receivable, less current portion3,9155,527
Property, equipment, and software, net24,24522,875
Intangible assets, net145,83698,057
Deferred income taxes, net47,57846,697
Other non-current assets10,8901,957
Total assets$442,876$417,829
Current liabilities:
Accounts payable and accrued expenses$37,420$29,821
Accrued residual commissions28,20123,824
Customer deposits and advance payments4,2692,883
Current portion of long-term debt3,00019,442
Settlement obligations11,27872,878
Total current liabilities84,168148,848
Long-term debt, net of current portion, discounts and debt issuance costs318,187357,873
Other non-current liabilities8,3339,672
Total long-term liabilities326,520367,545
Total liabilities410,688516,393
Senior preferred stock133,762
Stockholders' deficit:
Preferred stock
Common stock7068
Additional paid-in capital14,9135,769
Treasury stock, at cost(2,388)(2,388)
Accumulated deficit(114,169)(102,013)
Total stockholders' deficit(101,574)(98,564)
Total liabilities, senior preferred stock and stockholders' deficit$442,876$417,829

Condensed Consolidated Statements of Cash Flows
(in thousands)Six Months Ended June 30,
Cash flows from operating activities:
Net loss$(12,156)$(13,727)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization of assets19,79320,635
Equity-classified and liability-classified stock-based compensation1,4141,026
Amortization of debt issuance costs and discounts1,1581,116
Write off of deferred loan costs and discount3,006
Deferred income tax benefit(3,446)(3,569)
Change in allowance for deferred tax assets2,5652,642
Payment-in-kind interest2,5123,415
Other non-cash items, net(39)206
Change in operating assets and liabilities:
Accounts receivable(9,115)974
Settlement assets and obligations, net(61,570)1,584
Prepaid expenses and other current assets(1,626)851
Notes receivable198(888)
Accounts payable and other accrued liabilities10,490(1,845)
Customer deposits and advance payments1,385(2,046)
Other assets and liabilities, net307(552)
Net cash (used in) provided by operating activities(45,124)9,822
Cash flows from investing activities:
Acquisition of business(34,507)
Additions to property, equipment, and software(5,222)(4,249)
Acquisitions of intangible assets(43,353)(3,286)
Net cash used in investing activities(83,082)(7,535)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of issue discount293,619
Debt issuance and modification costs paid(7,597)(2,749)
Repayments of long-term debt(384,552)(2,003)
Borrowings under revolving credit facility30,0007,000
Repayments under revolving credit facility(4,000)
Proceeds from issuance of senior preferred equity150,000
Senior preferred equity issuance fees and costs(10,472)
Dividends paid to senior preferred stockholders(1,575)
Redemptions of non-controlling interests of subsidiary(815)
Proceeds from exercise of stock options821
Net cash provided by (used in) financing activities69,429(1,752)
Net change in cash and restricted cash:
Net (decrease) increase in cash and restricted cash(58,777)535
Cash and restricted cash at beginning of period88,12050,465
Cash and restricted cash at end of period$29,343$51,000

Reportable Segments' Results
(in thousands)Three Months Ended June 30,Six Months Ended June 30,
Consumer Payments:
Operating expenses105,17774,437200,207153,316
Income from operations$14,448$7,270$27,811$14,422
Operating margin12.1%8.9%12.2%8.6%
Depreciation and amortization$10,297$8,657$18,876$17,240
Key indicators:
Merchant bankcard processing dollar value$13,875,957$9,010,908$25,747,896$19,397,656
Merchant bankcard transaction volume150,59892,842278,086212,273
Commercial Payments:
Operating expenses4,0205,1797,92910,783
Income (loss) from operations$21$475$(388)$1,239
Operating margin0.5%8.4%(5.1)%10.3%
Depreciation and amortization$73$78$147$154
Key indicators:
Merchant bankcard processing dollar value$75,070$64,247$138,518$136,925
Merchant bankcard transaction volume47218646
Integrated Partners:
Operating expenses1,1834,1502,4958,316
Income from operations$165$845$257$1,213
Operating margin12.2%16.9%9.3%12.7%
Depreciation and amortization$76$1,334$205$2,645
Key indicators:
Merchant bankcard processing dollar value$13,051$122,089$24,424$246,607
Merchant bankcard transaction volume136388231836
Income from operations of reportable segments$14,634$8,590$27,680$16,874
Less:  Corporate expense(7,229)(4,559)(15,748)(9,284)
Consolidated income from operations$7,405$4,031$11,932$7,590
Corporate depreciation and amortization$277$294$565$596
Key indicators:
Merchant bankcard processing dollar value$13,964,078$9,197,244$25,910,838$19,781,188
Merchant bankcard transaction volume150,78193,251278,403213,155

Results With and Without RentPayment
(in thousands)
Second Quarter 2020Six Months Ended June 30, 2020
Operating Expenses:
Costs of services62,39849861,900128,762872127,890
Salary and employee benefits9,5565079,04919,6851,04618,639
Depreciation and amortization10,3631,2149,14920,6352,43018,205
Selling, general and administrative6,0081,2314,77712,6172,39010,227
Total operating expenses88,3253,45084,875181,6996,738174,961
Income from operations$4,031$941$3,090$7,590$1,497$6,093
Depreciation and amortization10,3631,2149,14920,6352,43018,205
Other income, net194194435435
Non-cash stock-based compensation6886881,0261,026
Legal and professional fees469469965965
Legal settlements77100(23)79100(21)
Acquisition integration services8398391,7351,735
Adjusted EBITDA$16,661$3,094$13,567$32,465$5,762$26,703

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