United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Emerging growth company ☒
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Item 2.02. Results of Operations and Financial Condition.
On May 12, 2021, Priority Technology Holdings, Inc. (“Priority”) issued a press release announcing its financial results for the quarter ended March 31, 2021. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure
On May 13, 2021, Priority will hold an earnings conference call and webcast at 11:00 a.m. (Eastern Time) to discuss the financial results for the first quarter of 2021. The press release referenced in Item 2.02 contains information about how to access the conference call and webcast. A copy of the slide presentation to be used during the earnings call and webcast is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The slide presentation also will be available on our website, www.prth.com under the “Investor Relations” section.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits – The following exhibit is furnished as part of this Current Report on Form 8-K.
| Exhibit No. | Description of Exhibit | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 12, 2021 | ||||||||
| PRIORITY TECHNOLOGY HOLDINGS, INC. | ||||||||
| By: /s/ Michael Vollkommer | ||||||||
| Name: Michael Vollkommer | ||||||||
| Title: Chief Financial Officer | ||||||||
EXHIBIT 99.1
Investor and Media Inquiries:
Dave Faupel
dave.faupel@prth.com
Priority Technology Holdings, Inc. Announces First Quarter 2021 Financial Results
Strong First Quarter Performance with Ongoing Growth and Further Deleveraging
Pending Acquisition of Finxera Positions Significant Business Expansion
Capital Refinancing Strengthens the Balance Sheet and Liquidity
ALPHARETTA, GA – May 12, 2021 -- 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 first quarter 2021 financial results.
Highlights of Consolidated Results
First Quarter 2021, Compared with First Quarter 2020
The first quarter 2020 includes results of the RentPayment business sold to MRI Software in September 2020. Financial highlights of first quarter 2021 compared with first quarter 2020, are as follows (gross profit, gross profit margin, and adjusted EBITDA are non-GAAP measures1):
•Revenue of $113.3 million increased 16.9% from $96.9 million.
•Gross profit of $31.4 million increased 2.8% from $30.6 million.
•Gross profit margin of 27.7% decreased from 31.5%.
•Income from operations of $4.5 million increased 27.2% from $3.6 million, including non-recurring expenses of $3.6 million and $1.4 million in first quarter 2021 and 2020, respectively.
•Diluted loss per share of $0.04 compares with a diluted loss per share of $0.09.
•Adjusted EBITDA of $18.0 million increased 13.9% from $15.8 million.
•Total net leverage ratio of 5.44x at March 31, 2021 decreased from 5.85x at December 31, 20201.
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The first quarter 2021 results compared with first quarter 2020 results, excluding the RentPayment business sold in September 2020 and non-recurring expenses from both quarters2,3, are as follows:
•Revenue of $113.3 million increased 21.7% from $93.1 million.
•Gross profit of $31.4 million increased 16.0% from $27.1 million.
•Gross profit margin of 27.7% decreased 140 basis points from 29.1%.
•Income from operations of $8.2 million increased 132.9% from $3.5 million.
•Adjusted EBITDA of $18.0 million increased 37.0% from $13.1 million.
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 first quarter 2021, Finxera generated revenue of $16.8 million, gross profit of $15.6 million, and Adjusted EBITDA of $11.7 million. On a pro forma basis4, including first quarter results of Finxera, together with the April 2021 tuck-in reseller acquisition, first quarter 2021 financial results (excluding revenue and cost synergies) are as follows:
•Revenue of $130.1 million.
•Gross profit of $50.9 million.
•Gross profit margin of 39.2%.
•Adjusted EBITDA of $33.5 million.
(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 March 31, 2021 provided below for additional information.
(2) See "Results With and Without RentPayment" for a summary of the results for the three months ended March 31, 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 March 31, 2021 and 2020.
(4) See "Pro Forma Results" for a presentation of first quarter 2021 results including the actual first quarter 2021 results of Finxera and the April 2021 acquisition.
“Our consistent focus on solving payment pain points for our customers and partners has driven us to achieve another powerful quarter on the heels of an excellent finish to 2020,” said Tom Priore, Chairman and Chief Executive Officer of Priority. “With the pending Finxera acquisition, we continue to build momentum towards fulfilling our mission to be the premier platform to collect, store and send money with a full breadth of payment and virtual banking capabilities. The future of digital commerce will be won by those with complete control of the payment rails for payment authorization, settlement, account ledgering and disbursement. We are well equipped to deploy those capabilities to activate new solutions, including payment facilitation, in new market segments quickly and at scale.”
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Conference Call
Priority Technology Holdings, Inc.’s leadership will host a conference call on Thursday, May 13, 2021 at 11:00 a.m. EDT to discuss its first 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 https://edge.media-server.com/mmc/p/8k5v6qka and will also be posted in the “Investor Relations” section of the Company’s website at www.PRTH.com.
An audio replay of the call will be available shortly after the conference call until May 16, 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 4385375. Alternatively, you may access the webcast replay in the “Investor Relations” section of the Company’s website at www.PRTH.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.
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:
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| (in thousands) | |||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Revenues | $ | 113,297 | $ | 96,933 | |||||||||||||||||||
| Costs of Services | (81,863) | (66,364) | |||||||||||||||||||||
| Gross Profit | $ | 31,434 | $ | 30,569 | |||||||||||||||||||
| Gross Profit Margin | 27.7 | % | 31.5 | % | |||||||||||||||||||
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.
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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 March 31, | ||||||||||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||||||||||
| Net loss (GAAP) | $ | (2,679) | $ | (5,869) | ||||||||||||||||||||||
| Interest expense | 9,168 | 10,315 | ||||||||||||||||||||||||
| Income tax benefit | (2,231) | (1,233) | ||||||||||||||||||||||||
| Depreciation and amortization | 9,070 | 10,272 | ||||||||||||||||||||||||
| EBITDA (Non-GAAP) | 13,328 | 13,485 | ||||||||||||||||||||||||
| Non-cash stock-based compensation | 558 | 338 | ||||||||||||||||||||||||
| Selling, general and administrative | 3,627 | 1,394 | ||||||||||||||||||||||||
| Debt modification expenses | — | 376 | ||||||||||||||||||||||||
| Write-off of equity-method investment | — | 211 | ||||||||||||||||||||||||
| Other non-operating expense | 488 | — | ||||||||||||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 18,001 | $ | 15,804 | ||||||||||||||||||||||
| Reconciliation of Adjusted EBITDA to Consolidated Adjusted EBITDA for the last twelve months ended March 31, 2021 and the calculation of the Total Net Leverage Ratio at March 31, 2021 are provided below: | ||||||||||||||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 72,530 | ||||||||||||||||||||||||
| Allowable Board fee add-back | 1,500 | |||||||||||||||||||||||||
| Other adjustments | 160 | |||||||||||||||||||||||||
| RentPayment adjusted EBITDA | (5,553) | |||||||||||||||||||||||||
| Consolidated Adjusted EBITDA (Non-GAAP) | $ | 68,637 | ||||||||||||||||||||||||
| Consolidated Total Debt at March 31, 2021: | ||||||||||||||||||||||||||
| Current portion of long-term debt | 24,302 | |||||||||||||||||||||||||
| Long-term debt, net | 350,667 | |||||||||||||||||||||||||
| Unamortized discounts and costs | 4,135 | |||||||||||||||||||||||||
| 379,104 | ||||||||||||||||||||||||||
| Less unrestricted cash | (5,827) | |||||||||||||||||||||||||
| Consolidated Net Debt | $ | 373,277 | ||||||||||||||||||||||||
| Total Net Leverage Ratio | 5.44x | |||||||||||||||||||||||||
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Further detail of certain of these adjustments, and where these items are recorded in our consolidated statements of operations, is provided below:
| (in thousands) | |||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| 2021 | 2020 | Segment | |||||||||||||||||||||||||||
| Selling, general and administrative expense: | |||||||||||||||||||||||||||||
| Litigation settlement costs | $ | — | $ | 2 | Corporate | ||||||||||||||||||||||||
| Certain legal fees and expenses | 1,843 | 472 | Corporate | ||||||||||||||||||||||||||
| Professional, accounting and consulting fees | 1,784 | 24 | Corporate | ||||||||||||||||||||||||||
| Acquisition transition services | — | 896 | Integrated Partners | ||||||||||||||||||||||||||
| $ | 3,627 | $ | 1,394 | ||||||||||||||||||||||||||
| Salary and employee benefit expense: | |||||||||||||||||||||||||||||
| Non-cash stock-based compensation | $ | 95 | $ | 107 | Consumer | ||||||||||||||||||||||||
| Non-cash stock-based compensation | 30 | 34 | Commercial | ||||||||||||||||||||||||||
| Non-cash stock-based compensation | 433 | 197 | Corporate | ||||||||||||||||||||||||||
| $ | 558 | $ | 338 | ||||||||||||||||||||||||||
| Other expenses, net | |||||||||||||||||||||||||||||
| Debt modification expenses | $ | — | $ | 376 | |||||||||||||||||||||||||
| Write-off of equity-method investment | — | 211 | |||||||||||||||||||||||||||
| Other non-operating expense | 488 | — | |||||||||||||||||||||||||||
| $ | 488 | $ | 587 | ||||||||||||||||||||||||||
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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Pro-Forma Results
On a pro forma basis, including first quarter results of Finxera, together with the April 2021 tuck-in reseller acquisition, first quarter 2021 financial results (excluding revenue and cost synergies) are as follows:
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2021 (a) | |||||||||||||||||||||||||||||||||||||||||||||||
| Priority | Finxera | Tuck-in Acquisition | Pro Forma | ||||||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 113,297 | $ | 16,769 | $ | — | $ | 130,066 | |||||||||||||||||||||||||||||||||||||||
| Gross Profit | $ | 31,434 | $ | 15,647 | $ | 3,855 | $ | 50,936 | |||||||||||||||||||||||||||||||||||||||
| Gross Profit Margin | 27.7 | % | 93.3 | % | 39.2 | % | |||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 18,001 | $ | 11,680 | $ | 3,855 | $ | 33,536 | |||||||||||||||||||||||||||||||||||||||
| (a) Actual first quarter 2021 results of Priority, Finxera and the April 2021 tuck-in reseller acquisition. | |||||||||||||||||||||||||||||||||||||||||||||||
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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 www.PRTH.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, 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 www.sec.gov or www.PRTH.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-
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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.
Condensed Consolidated Statements of Operations
Unaudited
| (in thousands, except per share amounts) | Three Months Ended March 31, | ||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| REVENUES | $ | 113,297 | $ | 96,933 | |||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||
| Costs of services | 81,863 | 66,364 | |||||||||||||||||||||
| Salary and employee benefits | 9,548 | 10,129 | |||||||||||||||||||||
| Depreciation and amortization | 9,070 | 10,272 | |||||||||||||||||||||
| Selling, general and administrative | 8,289 | 6,609 | |||||||||||||||||||||
| Total operating expenses | 108,770 | 93,374 | |||||||||||||||||||||
| Income from operations | 4,527 | 3,559 | |||||||||||||||||||||
| OTHER EXPENSES: | |||||||||||||||||||||||
| Interest expense | (9,168) | (10,315) | |||||||||||||||||||||
| Other expenses, net | (269) | (346) | |||||||||||||||||||||
| Total other expenses, net | (9,437) | (10,661) | |||||||||||||||||||||
| Loss before income taxes | (4,910) | (7,102) | |||||||||||||||||||||
| Income tax benefit | (2,231) | (1,233) | |||||||||||||||||||||
| Net loss | $ | (2,679) | $ | (5,869) | |||||||||||||||||||
| Loss per common share: | |||||||||||||||||||||||
| Basic and diluted | $ | (0.04) | $ | (0.09) | |||||||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic and diluted | 67,543 | 67,061 | |||||||||||||||||||||
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PRIORITY TECHNOLOGY HOLDINGS, INC.
Condensed Consolidated Balance Sheets
| (in thousands) | Unaudited | ||||||||||||||||||||||
| March 31, 2021 | December 31, 2020 | ||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||
| Cash | $ | 5,827 | $ | 9,241 | |||||||||||||||||||
| Restricted cash | 58,933 | 78,879 | |||||||||||||||||||||
| Accounts receivable, net of allowance | 50,886 | 41,321 | |||||||||||||||||||||
| Prepaid expenses and other current assets | 4,083 | 3,500 | |||||||||||||||||||||
| Current portion of notes receivable, net of allowance | 1,829 | 2,190 | |||||||||||||||||||||
| Settlement assets | 1,220 | 753 | |||||||||||||||||||||
| Total current assets | 122,778 | 135,884 | |||||||||||||||||||||
| Notes receivable, less current portion | 5,084 | 5,527 | |||||||||||||||||||||
| Property, equipment, and software, net | 23,791 | 22,875 | |||||||||||||||||||||
| Goodwill | 106,832 | 106,832 | |||||||||||||||||||||
| Intangible assets, net | 91,062 | 98,057 | |||||||||||||||||||||
| Deferred income taxes, net | 48,996 | 46,697 | |||||||||||||||||||||
| Other non-current assets | 1,949 | 1,957 | |||||||||||||||||||||
| Total assets | $ | 400,492 | $ | 417,829 | |||||||||||||||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||||||||||||||||||||
| Current liabilities: | |||||||||||||||||||||||
| Accounts payable and accrued expenses | $ | 29,880 | $ | 29,821 | |||||||||||||||||||
| Accrued residual commissions | 30,300 | 23,824 | |||||||||||||||||||||
| Customer deposits and advance payments | 5,488 | 2,883 | |||||||||||||||||||||
| Current portion of long-term debt | 24,302 | 19,442 | |||||||||||||||||||||
| Settlement obligations | 50,820 | 72,878 | |||||||||||||||||||||
| Total current liabilities | 140,790 | 148,848 | |||||||||||||||||||||
| Long-term debt, net of current portion, discounts and debt issuance costs | 350,667 | 357,873 | |||||||||||||||||||||
| Other non-current liabilities | 8,790 | 9,672 | |||||||||||||||||||||
| Total long-term liabilities | 359,457 | 367,545 | |||||||||||||||||||||
| Total liabilities | 500,247 | 516,393 | |||||||||||||||||||||
| Stockholders' deficit: | |||||||||||||||||||||||
| Preferred stock | — | — | |||||||||||||||||||||
| Common stock | 68 | 68 | |||||||||||||||||||||
| Additional paid-in capital | 7,257 | 5,769 | |||||||||||||||||||||
| Treasury stock, at cost | (2,388) | (2,388) | |||||||||||||||||||||
| Accumulated deficit | (104,692) | (102,013) | |||||||||||||||||||||
| Total stockholders' deficit | (99,755) | (98,564) | |||||||||||||||||||||
| Total liabilities and stockholders' deficit | $ | 400,492 | $ | 417,829 | |||||||||||||||||||
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PRIORITY TECHNOLOGY HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
Unaudited
| (in thousands) | Three Months Ended March 31, | ||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||||||||
| Net loss | $ | (2,679) | $ | (5,869) | |||||||||||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||||||||||||
| Depreciation and amortization of assets | 9,070 | 10,272 | |||||||||||||||||||||
| Equity-classified and liability-classified stock-based compensation | 558 | 338 | |||||||||||||||||||||
| Amortization of debt issuance costs and discounts | 590 | 460 | |||||||||||||||||||||
| Deferred income tax benefit, net of change in allowance | (2,299) | (1,233) | |||||||||||||||||||||
| Payment-in-kind interest | 1,924 | 1,391 | |||||||||||||||||||||
| Other non-cash items, net | (64) | 208 | |||||||||||||||||||||
| Change in operating assets and liabilities: | |||||||||||||||||||||||
| Accounts receivable | (9,575) | 631 | |||||||||||||||||||||
| Settlement assets and obligations, net | (22,526) | (7,047) | |||||||||||||||||||||
| Prepaid expenses and other current assets | (583) | 390 | |||||||||||||||||||||
| Notes receivable | 862 | (927) | |||||||||||||||||||||
| Accounts payable and other accrued liabilities | 8,633 | (3,541) | |||||||||||||||||||||
| Customer deposits and advance payments | 2,604 | (1,647) | |||||||||||||||||||||
| Other assets and liabilities, net | 59 | (680) | |||||||||||||||||||||
| Net cash used in operating activities | (13,426) | (7,254) | |||||||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||||||||
| Additions to property, equipment, and software | (2,754) | (2,281) | |||||||||||||||||||||
| Acquisitions of intangible assets | (2,937) | (948) | |||||||||||||||||||||
| Net cash used in investing activities | (5,691) | (3,229) | |||||||||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||||||||
| Repayment of long-term debt | (4,860) | (1,002) | |||||||||||||||||||||
| Debt modification costs paid | — | (2,749) | |||||||||||||||||||||
| Borrowings under revolving credit facility | — | 3,500 | |||||||||||||||||||||
| Proceeds from exercise of stock options | 617 | — | |||||||||||||||||||||
| Net cash used in financing activities | (4,243) | (251) | |||||||||||||||||||||
| Net change in cash and restricted cash: | |||||||||||||||||||||||
| Net decrease in cash and restricted cash | (23,360) | (10,734) | |||||||||||||||||||||
| Cash and restricted cash at beginning of period | 88,120 | 50,465 | |||||||||||||||||||||
| Cash and restricted cash at end of period | $ | 64,760 | $ | 39,731 | |||||||||||||||||||
12
PRIORITY TECHNOLOGY HOLDINGS, INC.
Reportable Segments' Results
Unaudited
| (in thousands) | Three Months Ended March 31, | |||||||||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||||||||||
| Consumer Payments: | ||||||||||||||||||||||||||
| Revenue | $ | 108,393 | $ | 86,031 | ||||||||||||||||||||||
| Operating expenses | 95,030 | 78,879 | ||||||||||||||||||||||||
| Income from operations | $ | 13,363 | $ | 7,152 | ||||||||||||||||||||||
| Operating margin | 12.3 | % | 8.3 | % | ||||||||||||||||||||||
| Depreciation and amortization | $ | 8,579 | $ | 8,583 | ||||||||||||||||||||||
| Key indicators: | ||||||||||||||||||||||||||
| Merchant bankcard processing dollar value | $ | 11,871,939 | $ | 10,386,748 | ||||||||||||||||||||||
| Merchant bankcard transaction volume | 127,488 | 119,431 | ||||||||||||||||||||||||
| Commercial Payments: | ||||||||||||||||||||||||||
| Revenue | $ | 3,500 | $ | 6,368 | ||||||||||||||||||||||
| Operating expenses | 3,909 | 5,604 | ||||||||||||||||||||||||
| (Loss) income from operations | $ | (409) | $ | 764 | ||||||||||||||||||||||
| Operating margin | (11.7) | % | 12.0 | % | ||||||||||||||||||||||
| Depreciation and amortization | $ | 74 | $ | 76 | ||||||||||||||||||||||
| Key indicators: | ||||||||||||||||||||||||||
| Merchant bankcard processing dollar value | $ | 63,477 | $ | 72,677 | ||||||||||||||||||||||
| Merchant bankcard transaction volume | 38 | 25 | ||||||||||||||||||||||||
| Integrated Partners: | ||||||||||||||||||||||||||
| Revenue | $ | 1,404 | $ | 4,534 | ||||||||||||||||||||||
| Operating expenses | 1,312 | 4,166 | ||||||||||||||||||||||||
| Income from operations | $ | 92 | $ | 368 | ||||||||||||||||||||||
| Operating margin | 6.6 | % | 8.1 | % | ||||||||||||||||||||||
| Depreciation and amortization | $ | 129 | $ | 1,311 | ||||||||||||||||||||||
| Key indicators: | ||||||||||||||||||||||||||
| Merchant bankcard processing dollar value | $ | 11,372 | $ | 124,518 | ||||||||||||||||||||||
| Merchant bankcard transaction volume | 95 | 448 | ||||||||||||||||||||||||
| Income from operations of reportable segments | $ | 13,046 | $ | 8,284 | ||||||||||||||||||||||
| Less: Corporate expense | (8,519) | (4,725) | ||||||||||||||||||||||||
| Consolidated income from operations | $ | 4,527 | $ | 3,559 | ||||||||||||||||||||||
| Corporate depreciation and amortization | $ | 288 | $ | 302 | ||||||||||||||||||||||
| Key indicators: | ||||||||||||||||||||||||||
| Merchant bankcard processing dollar value | $ | 11,946,788 | $ | 10,583,943 | ||||||||||||||||||||||
| Merchant bankcard transaction volume | 127,621 | 119,904 | ||||||||||||||||||||||||
13
PRIORITY TECHNOLOGY HOLDINGS, INC.
Results With and Without RentPayment
Unaudited
| (in thousands) | ||||||||||||||||||||||||||||||||||||||
| First Quarter 2020 | ||||||||||||||||||||||||||||||||||||||
| Consolidated | RentPayment | Excl RentPayment | ||||||||||||||||||||||||||||||||||||
| Revenues | $ | 96,933 | $ | 3,844 | $ | 93,089 | ||||||||||||||||||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||||||||||||||||||
| Costs of services | 66,364 | 374 | 65,990 | |||||||||||||||||||||||||||||||||||
| Salary and employee benefits | 10,129 | 539 | 9,590 | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 10,272 | 1,216 | 9,056 | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 6,609 | 1,159 | 5,450 | |||||||||||||||||||||||||||||||||||
| Total operating expenses | 93,374 | 3,288 | 90,086 | |||||||||||||||||||||||||||||||||||
| Income from operations | 3,559 | 556 | 3,003 | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 10,272 | 1,216 | 9,056 | |||||||||||||||||||||||||||||||||||
| Other income, net | 241 | — | 241 | |||||||||||||||||||||||||||||||||||
| Non-cash stock-based compensation | 338 | — | 338 | |||||||||||||||||||||||||||||||||||
| Legal and professional fees | 496 | — | 496 | |||||||||||||||||||||||||||||||||||
| Legal settlements | 2 | — | 2 | |||||||||||||||||||||||||||||||||||
| Acquisition integration services | 896 | 896 | — | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 15,804 | $ | 2,668 | $ | 13,136 | ||||||||||||||||||||||||||||||||
14
Priority Technology Holdings, Inc. Supplemental Slides for the First Quarter 2021 Earnings Call May 13, 2021 EXHIBIT 99.2
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 www.sec.gov or www.PRTH.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. 1
First Quarter Highlights 2 • Revenue of $113.3 million increased 16.9% from $96.9 million in 2020 • Gross profit of $31.4 million increased 2.8% from $30.6 million in 2020 • Gross profit margin of 27.7% decreased 379 basis points from 31.5% in 2020 • Income from operations of $4.5 million increased 27.2% from $3.6 million in 2020, including non- recurring expenses of $3.6 million and $1.4 million in first quarter 2021 and 2020, respectively • Adjusted EBITDA of $18.0 million increased 13.9% from $15.8 million in 2020 • Net debt of $373.3 million increased $0.5 million from $372.8 million at end of 2020 • Net leverage ratio of 5.44x decreased from 5.85x at end of 2020 Revenue, Gross Profit and Adjusted EBITDA (dollars in millions)
(dollars in millions) First Quarter 2021 First Quarter 2020 GAAP NR Exp Adjusted GAAP RentPayment NR Exp Adjusted Revenue 113.3$ 113.3$ 96.9$ (3.8)$ 93.1$ Cost of services 81.9 81.9 66.4 (0.4) 66.0 Gross Profit 31.4$ 31.4$ 30.6$ (3.5)$ 27.1$ Gross Profit Margin 27.7% 27.7% 31.5% 90.2% 29.1% Salary and employee benefits 1 9.5 9.5 10.1 (0.5) 9.6 Depreciation and amortization 9.1 9.1 10.3 (1.2) 9.1 Selling, general and administrative 2 8.3 (3.6) 4.7 6.6 (1.2) (0.5) 5.0 Total operating expenses 26.9 (3.6) 23.3 27.0 (2.9) (0.5) 23.6 Income (loss) from operations 4.5$ 3.6$ 8.2$ 3.6$ (0.6)$ 0.5$ 3.5$ Adjusted EBITDA 18.0$ 18.0$ 15.8$ (2.7)$ 13.1$ 1. Salary and employee benefits includes $558k and $338k of non-cash compensation in the first quarter of 2021 and 2020, respectively. 2. Selling, general and administrative includes the following non-recurring expenses: 2021 2020 Segment Professional, Accounting, and Legal 3.6$ 0.5$ Corporate Acquisition transition - 0.9 Integrated Partners (PRET) 3.6$ 1.4$ First Quarter 2021 and 2020 – Adjusted for Comparability 3 Presentation of Results Adjusted for RentPayment and Non-recurring Expenses
Pro Forma First Quarter 2021 4 Pro Forma Includes Actual Results of Finxera and an April 2021 Reseller Acquisition 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 first quarter 2021, Finxera generated revenue of $16.8 million, gross profit of $15.6 million, and Adjusted EBITDA of $11.7 million. On a pro forma basis, including first quarter results of Finxera, together with the April 2021 tuck-in reseller acquisition, first quarter 2021 financial results (excluding revenue and cost synergies) are as follows: • Revenue of $130.1 million • Gross profit of $50.9 million • Gross profit margin of 39.2% • Adjusted EBITDA of $33.5 million Pro Forma First Quarter 2021 Tuck-in (dollars in thousands) Priority Finxera Acquisition Pro Forma Revenue $113,297 $16,769 $130,066 Gross Profit $31,434 $15,647 $3,855 $50,936 Gross Profit % 27.7% 93.3% 39.2% Adjusted EBITDA $18,001 $11,680 $3,855 $33,536 (a) Actual first quarter results of Priority, Finxera and an April 2021 reseller tuck-in acquisition.
Revenue, Gross Profit and Adjusted EBITDA First Quarter Highlights - Adjusted 5 • Revenue of $113.3 million increased 21.7% from $93.1 million in 2020 • Gross profit of $31.4 million increased 16.0% from $27.1 million in 2020 • Gross profit margin of 27.7% decreased 140 basis points from 29.1% in 2020 • Income from operations of $8.2 million increased 132.9% from $3.5 million in 2020 • Adjusted EBITDA of $18.0 million increased 37.0% from $13.1 million in 2020 • Net leverage ratio of 5.44x decreased from 5.85x at end of 2020 (dollars in millions)
Revenue • Consumer Payments increased 26.0% to $108.4 million from $86.0 million • Commercial Payments decreased 45.0% to $3.5 million from $6.4 million ➢ CPX increased 5.3% to $1.7 million from $1.6 million ➢ Managed Services decreased 61.8% to $1.8 million from $4.8 million • Integrated Partners increased 103.5% to $1.4 million from $0.7 million Revenue Growth (Decline) by Segment First Quarter 2021 Revenue of $113.3 million increased 21.7% from $93.1 million in 2020 (dollars in millions) 6
Key Consumer Payments Revenue Growth Contributors Base and Specialized Merchant Acquiring were both Strong Key Contributors to Revenue Growth Strong Revenue Growth Momentum in Base and SMA (dollars in millions) • Revenue of $108.4 million increased $22.4 million, or 26.0%, from $86.0 million ➢ Base Revenue of $96.1 million increased $12.7 million, or 15.2%, from $83.4 million ➢ SMA Revenue of $12.3 million increased $9.7 million, or 372.1%, from $2.6 million 7
• New Merchant Boards remain strong despite the economic impact of COVID ➢ Historically, monthly new merchant boards average in the range of 4,500 - 5,000 ➢ Monthly First Quarter average of 4,874 in 2021 compared to 5,139 in 2020 ➢ March 2021 added 5,069 new merchants ➢ SMA merchant count at the end of First Quarter 2021 was 1,799, with over 900 net new merchants added since First Quarter 2020 New Merchant Boards New Merchant Boards Remained Strong in First Quarter 2021 Monthly New Merchant Boards in 2021 8
Merchant Bankcard Volume Q1 2021 Merchant Bankcard volume of $11.9 billion increased 12.9% from $10.6 billion 9 First Quarter 2021 2020 Variance Consumer Payments: Merchant bankcard processing dollar value 11,871.9$ 10,386.7$ 14.3% Merchant bankcard transaction volume 127.5 119.4 6.7% Average Ticket 93.12$ 86.97$ 7.1% Commercial Payments: Merchant bankcard processing dollar value 63.4$ 72.7$ -12.7% Merchant bankcard transaction volume 0.0 0.0 53.7% Average Ticket 1,657.58$ 2,919.13$ -43.2% Integrated Partners: Merchant bankcard processing dollar value 11.4$ 124.5$ -90.9% Merchant bankcard transaction volume 0.1 0.4 -78.8% Average Ticket 119.50$ 277.80$ -57.0% Total: Merchant bankcard processing dollar value 11,946.8$ 10,583.9$ 12.9% Merchant bankcard transaction volume 127.6 119.9 6.4% Average Ticket 93.61$ 88.27$ 6.1% Amounts in millions, except Average Ticket
Gross Profit • Consumer Payments increased 23.8% to $28.9 million from $23.3 million • Commercial Payments decreased 41.7% to $2.0 million from $3.5 million • Integrated Partners increased 77.1% to $0.6 million from $0.3 million Gross Profit Growth (Decline) by Segment First Quarter 2021 Gross Profit of $31.4 million increased 16.0% from $27.1 million in 2020 (dollars in millions) 10
Operating Expenses • Salaries and employee benefits of $9.5 million approximated $9.6 million in 2020 • SG&A of $4.7 million decreased 5.9% from $5.0 million in 2020 • Depreciation and amortization of $9.1 million approximated $9.1 million in 2020 Increase (Decrease) by Type Excluding non-recurring expenses First Quarter 2021 Operating Expenses of $23.3 million decreased 1.4% from $23.6 million in 2020 (dollars in millions) 11
Income from Operations • Consumer Payments increased 86.8% to $13.4 million from $7.2 million • Commercial Payments decreased $1.2 million to a loss of $0.4 million from $0.8 million • Integrated Partners increased $0.3 million to $0.1 million from a loss of $0.2 million • Corporate expense increased $0.7 million to $4.9 million from $4.2 million First Quarter 2021 Income from Operations of $8.2 million increased 132.9% from $3.5 million in 2020 Increase (Decrease) in Income from Operations by Segment (dollars in millions) 12
First Quarter 2021 2020 Cash Interest & Fees 6.7$ 8.5$ PIK Interest 1.9 1.4 Amortization of OID & Costs 0.6 0.5 9.2$ 10.3$ • Cash interest includes administrative fees of $0.1 million in 2021 and $0.3 million in 2020 Interest Expense First Quarter 2021 Interest expense of $9.2 million decreased by $1.1 million from $10.3 million in 2020 2021 2020 (dollars in millions) Components of First Quarter Interest Expense 13
Cash Flow First Quarter 2021 Comparative Cash Flows – Unrestricted & Restricted Cash Activity • Investing Activities in First Quarter 2021 include: ➢ Software development of $1.7 million ➢ Equipment of $1.1 million ➢ Acquisitions of intangible assets of $2.9 million • Financing Activities in First Quarter 2021 include: ➢ Senior debt repayments of $4.9 million ➢ Proceeds from exercise of stock options of $0.6 million 14 First Quarter First Quarter 2021 First Quarter 2020 2021 2020 Unrestricted Restricted Unrestricted Restricted (dollars in millions) Net Cash Used In Operating Activities (13.4)$ (7.3)$ 6.5$ (19.9)$ 3.1$ (10.4)$ Net Cash Used In Investing Activities (5.7) (3.2) (5.7) (3.2) Net Cash Used In Financing Activities (4.2) (0.3) (4.2) (0.3) Net Increase (Decrease) in Cash (23.4) (10.7) (3.4) (19.9) (0.4) (10.4) Cash at Beginning of Period 88.1 50.5 9.2 78.9 3.2 47.2 Cash at End of Period 64.8$ 39.7$ 5.8$ 58.9$ 2.9$ 36.9$
15 Outstanding Debt Walk
Loan Document (dollars in million) Sect. 1.01 Clause Actual Net income 28.9$ Interest expense (i)(b) 43.7 Income tax expense (i)(c) 9.9 Depreciation and amortization (i)(d),(i)(e) 39.6 EBITDA 122.0$ Gain on sale of business, net of $45.1 million attributable to non-controlling interest (ii)(c) (62.1) Non-cash shared based compensation (i)(j) 2.7 PRET transition services (i)(k) 1.7 Debt extinguishment and modification costs (i)(h) 1.5 Non-recurring legal and professional fees (i)(m) 5.1 Litigation recoveries (i)(k) (0.7) Non-cash asset carrying value adjustments (i)(f) 1.8 Reversal of earn-out consideration liability (ii)(a) (0.4) Write-down of note receivable (i)(f) 0.5 Adjusted EBITDA (Performance Measure) 72.0$ Reconciliation of Debt Compliance Adjusted EBITDA: Adjusted EBITDA 72.0$ Allowance Board fee add-back (i)(h) 1.5 Other adjustments (i)(q) 0.6 RentPayment 2020 Adjusted ABITDA (4/1/20-9/22/20) (r)(y) (5.6) Consolidated Adjusted EBITDA (Liquidity Measure) 68.6$ EBITDA Walk 16 • Net leverage ratio of 5.44x at March 31, 2021 with Net Debt of $373.3 million • EBITDA adjustments are referenced to applicable clauses of the Senior Credit Facility Section 1.01 Definition