Good day, and welcome to the Priority Technology Holdings Third Quarter 2024 Earnings Call. All participants will be in listen-only mode. [Operator Instructions]. After today's presentation, there will be an opportunity to ask questions. [Operator Instructions]. Please note this event is being recorded. I would now like to turn the conference over to Chris Kettmann. Please go ahead.

Good morning, and thank you for joining us. With me today are Tom Priore, Chairman and Chief Executive Officer of Priority Technology Holdings, and Tim O'Leary, Chief Financial Officer. Before giving our prepared remarks, I would like to remind all participants that our comments today will include forward-looking statements, which involve a number of risks and uncertainties that may cause actual results to differ materially from our forward-looking statements. The company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise. We provide a detailed discussion of the various risk factors in our SEC filings, and we encourage you to review these filings. Additionally, we may refer to non-GAAP measures, including but not limited to EBITDA and adjusted EBITDA during the call. In addition, our non-GAAP performance and liquidity measures to the appropriate GAAP measures can be found in our press release and SEC filings available in the Investors section of our website. With that, I would like to turn the call over to our Chairman and CEO, Tom Priore.

Thank you, Chris, and thanks everyone for joining us for our third quarter 2024 earnings call. I'll begin today's call by highlighting the continued positive results and trends we're seeing throughout our business, and then Tim and I will provide an update on key developments within each segment and priority overall. As you saw in this morning's press release, in the third quarter we once again reported record financial results that were driven by the strength of our unified commerce platform that delivers sophisticated product solutions across our segments and dedicated business teams that are committed to our partner's success. Moving to Slide 3, in the third quarter we sustained our positive momentum throughout all three segments of the business, delivering consistently strong results in SMB acquiring, B2B payables, and enterprise payments. Our unified commerce platform 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 customers, which is reflected in our organic growth performance. Our diverse business lines continue to benefit from historically elevated interest rates and to perform in evolving macroeconomic environments. As of the end of Q3, total customer accounts operating on our commerce platform exceed $1.1 million as we process nearly $127 billion in annual transaction volume during the prior 12 months while administrating over $1.1 billion in average daily account balances during the quarter. As you'll see on Slide 4, revenue of $227 million increased by more than 20% from the prior year. This led to a similar increase in adjusted gross profit to $86 million and a 22% improvement in adjusted EBITDA to $54.6 million. Adjusted gross profit margin of 37.9% decreased 40 basis points from the prior year quarter, but that is largely the result…

Thank you, Tom, and good morning, everyone. As I review the third quarter results, please refer to the supplemental slides or the MD&A for further details. Our MD&A is included in the Form 10-Q that was filed with the SEC this morning and provides a discussion of our comparative third quarter results. A link to that filing can also be found on our website. Consistent with the first half of this year, our financial performance in the third quarter was driven by the diverse mix of our business segments along with the continued strong growth in our higher margin operating segments with almost 59% of our adjusted gross profit coming from our B2B and enterprise segments. The highly recurring nature of our business model also remains strong with 60% of adjusted gross profit in Q3 coming from monthly fees or revenues that are not dependent on transactions or bank card volume. Staying on gross profit for a minute and to expand on Tom's comment regarding adjusted gross profit margins, the 40 basis point year-over-year decline in adjusted gross profit margins was driven by the mid-quarter acquisition of Plastiq in Q3 of last year. If you exclude that impact, adjusted gross profit margins increased 16 basis points on a year-over-year basis. If you look at the trend since Q4 of 2023, which was our first full quarter of ownership of Plastiq, we've expanded adjusted gross profit margins by a total of 130 basis points with sequential improvement each quarter as a result of strong operating leverage. We believe our organic growth rates also continue to outperform our industry peers. If you adjust for the impact of Plastiq, which had one month that was not part of our financial results in Q3 of last year, Priority had year-over-year organic growth of 16.8%…

Thank you, Tim. During the closing segment of our earnings call, I typically share statistics on the advancement of our product segments to reflect the bright future ahead for our platform. Since our performance would seem to make that self-evident, I want to use this time to comment on a handful of our key decisions of the past that are reflected in the business segment and aggregate performance we shared, which reinforce how priorities position to continue to excel throughout the remainder of 2024 and beyond. Looking back to 2018, upon going public, we began diversifying our acquiring assets to add segments in e-commerce, real estate, construction, health care administration, among others, at attractive and I may say inexpensive low-risk entry points. And all of these assets were early in their transformation to digital. Simultaneously, we prudently and consistently built out our complete B2B payable suite, adding capabilities to the platform opportunistically, such as the recent acquisition of Plastiq, all while maintaining the profitability of the business segment. In 2020, despite the volatility of COVID, while others stood still, we transformed the significant gain from the RentPayment.com sale to complete our vision for unified commerce by adding Finxera's counter-cyclical ISV partnerships, while quickly refactoring the banking as a service stack for deployment across our platform. And finally, last year, recognizing the opportunity to capitalize on customers' need for embedded and capture market share from vast counterparties we believe would falter, we accelerated our investment in the Priority Commerce Engine feature development, data scaling capacity and risk and compliance capabilities. Now I highlight all this to say that Priority has been built with foresight and planning. If you were to encapsulate it in one word, it would be intention. We relentlessly pursue knowledge that can help us see around corners and…

We will now begin the question and answer session. [Operator Instructions]. Our first question comes from Tim Switzer with KBW. Please go ahead.

Hey, you guys. Thank you for taking my questions.

Hey morning Tim.

Hey, Tim.

My first question is kind of on the developments this week with the election results and Trump coming into office. Does the change in administration and possibly the Rep sweep, change your outlook in any way, whether that's potential economic impacts or maybe something on the regulatory side?

It doesn't change our outlook. We were -- I'll just say, we felt like we were pretty well positioned for either outcome. We try to be very intentional about kind of what's developing in the macro environment and certainly the administration change would be a factor. If anything, I think there's some segments where we've been very focused on regulation that will very likely ease off of it. So sectors like debt resolution where we have participants that have integrated to us. We think we'll have further tailwind. So, I would say, on balance, probably a bit to the upside. The things will be focused on more, but we've kind of built them already into our projections or what's going to be the impact on interest rates. That's probably the factor we'll be most focused on, but again, we've already -- we've kind of managing things to the forward curve, so we feel like we're properly positioned.

Okay, great. And then as we look forward to 2025, what are some of the revenue drivers that could drive some upside or downside to your outlook there? You guys have mentioned different levers you could pull on Plastiq in the B2B segment. Just kind of curious on an update on those and what that means for 2025?

Sure. Look, we've been very just prudent, I guess I would say, about the B2B segment. And we're seeing very high growth within that segment. We don't expect that to fall off anytime soon. So if anything, I would say that as we're looking further out, we've probably dialed that back. That's potential for upside as more and more adoption of working capital solutions. We're adding salespeople as well. So those aren't really built into our go-forward expectations. The biggest impact we think we can see is this continued convergence of call payments and banking, embedded finance. Different folks have different terminology for it. But we can implement those solutions that add meaningful incremental, all the revenue hits the bottom line, and we just don't have to expend additionally to capture those opportunities. So to say, we're well positioned, we haven't built in that upside into our expectations. So that's where really all the major upside is, is this continued adoption of embedded finance that we've tended to underestimate within our models. And that's where you're seeing our guidance upward is a reflection of that, that we're just guiding up upward as it gets monetized and reflected in the income statement. Tim, anything you might add?

I think it just echoes maybe some of my earlier comments on the prepared remarks around just the mix of the business and to Tom's point of increasing the guidance as we continue to see higher run rates in certain parts of the business and as B2B and enterprise continue to grow faster, those are higher margin segments, which is why you're seeing the EBITDA guidance move up. So we're having more and more of our business be highly recurring and coming from other parts of our business than what used to be just the legacy SMB business as we continue to evolve the platform and the technology and move much more towards the unified commerce engine.

Tim, I'll make one other comment. And again, this is not built into our guidance or kind of how our outlook for 2025 because it would all be opportunistic. But there's segments that I would just define as large addressable TAM that are still early in the cycle where we think we have some unique assets. Real estate is a good example where we're doing some things in construction and property management on the Treasury side that is picking up momentum. There's other segments that they're heavy utilization of payments. Payroll is a good example where we think there's opportunity, obviously, the largest expense of any business and we think we've got some differentiators because in that segment money transmission is becoming much more important to operators as regulators consider removing some of the latitude that payroll operators had in the past requiring them to be licensed. So sectors like that, areas, banking as a service, you saw the FDIC regulation that came down recently that's requiring banks to be much more granular in their look through to account holders. There's opportunities for our technology there. So again, these are all, I'll just call it upside opportunities that they're already built into our capabilities, but we are in the early days of mining that we think have significant upside and as they manifest, we'll reflect them in the mix.

That was great, really helpful. Thank you guys.

And the next question comes from Brian Kinstlinger with Alliance Global Partners. Please go ahead.

Great. Thanks so much. Great results. Organic growth in the enterprise segment continues to be solid. And if I'm looking at the numbers, the average monthly new enrollments re-accelerated in the September quarter compared to the June quarter. Has anything changed there? And is this a leading indicator to an accelerated pace of revenue growth for that segment? Just wondering how to think about that metric.

Hi, Brian. Nothing changed. I think we continue to see strong trends in that business with strong enrollments. There certainly is a little bit of seasonality to it from an enrollment standpoint. Generally you'll see a little bit lower enrollments around the holidays. I think the overall enrollment trend has been pretty consistent, but this is just year-over-year growth with our customers and their success in their market. So we'll continue to see those trends. Nothing abnormal that caused any changes there, just normal organic growth with our customer base.

Then Tim, at the end of your comments, I thought there was a new piece of the script on strategically thinking about ways to deliver, didn't see it last quarter, maybe you've said that before. But my question is, EBITDA to cash flow conversion has been on the low end given your interest expense. In the past you made some strategic decisions to generate cash, and now with CPX ramping but being a very small asset in a much larger company, I'm sure it's hard to generate the market value for what that is. I guess are there any thoughts or strategic decisions to reduce your leverage ratios outside of normal cash flow and quarterly payments?

We're always looking at opportunities, as you've seen and you've been around the company a long time. You've seen the team take action both on the buy side and the sell side and look to drive value for our shareholders, and we'll continue to do that. Nothing imminent. I think we're executing, we're growing EBITDA, we're improving cash flow. To your point, that's been one of our focus items this year. Obviously we addressed part of the preferred equity earlier this year. That has a positive impact given we replaced the cash component of that preferred equity with a lower cost piece of secured debt. We'll continue to evaluate the capital markets and find opportunities to further optimize the balance sheet and lower our cost of capital, which will drive even more cash flow, as well as driving more income to the bottom line and ultimately more EPS for shareholders. So nothing imminent from an asset sale buy side development that you're referencing, but we always look at those opportunities. If nothing else, we're always looking at the ways to drive shareholder value and being creative with the assets we have.

Great. Thank you.

I would come back, pardon me for one sec, Brian, just coming back to your initial question on, hey, do we think we're going to see some -- is there anything that's changed in the enterprise segment? I would submit to you that with -- there were interesting changes in the credit repair space that are actually bullish for where we play. That's been a sector, the CFPB [ph] has really come down hard on. The result is -- there's more customers who are on a consumer wellness journey that gravitates to our customer base, helping them actually resolve debts more actively, which I think is the right move. It was probably long overdue, but as that manifested, I do think that's permanent. So there's a, I'll just call the revenue opportunity in that segment has shifted. It's more attractive. It's going to present a broader pool of consumers that elect this route. And you're seeing that in a lift in our numbers and its consistency. And I don't think it reverts back in the future. So that does speak to kind of your earlier question of it's -- has anything changed? I would submit that's the piece that you'll see historically.

Great. Appreciate it.

And the next question comes from Jacob Stephan with Lake Street Capital Markets. Please go ahead.

Hey guys. Thanks for taking the questions. Congrats on the quarter. Just wanted to ask a question on kind of your sales efforts surrounding kind of the cross sale opportunity between enterprise and B2B. Maybe just any kind of color qualitatively quantitatively around kind of the cross sale success you guys have been having would be helpful?

Yes. I don't know we're at liberty to kind of share specifics as their individual enterprise partners that are contracting with us. But look, we're just -- the adoption of our thesis of, hey, payments and banking activity should happen in one place is, it's just resonating, and it's either being fully implemented at one time or it is being -- we are just winning because there's an eventuality to the customer that starts in payments wanting the other features and not wanting to have to do two to three connections. I'll give you just a couple hypothetical examples. Anyone who's a sports fan out there knows that there's a particularly a college sports fan, there's a lot going on in the name image likeness space, right, and [indiscernible]. That's a segment we built out custom applications. We're seeing larger ISVs and universities adopt our technology where now a student-athlete, not only gets an application with their training schedule and practice schedule and class schedule, but also an embedded wallet where any of their participation in collective income or NIL income sits or comes through us and enables them to manage that money. That's an entirely new market where we're kind of leading that effort. And that's one example, whether it's insurance segments and that ranges from everything from veterinary to PNC where not only do I want to where I would normally send out an ACH to an insured party, instead when they come in and buy insurance I can set them up with a wallet, fund that wallet and they'll spend and come off debit card for whatever their coverage is. Those are becoming just modern experiences that consumers are really comfortable to expect, but insurers want to deliver. So those are just a few examples of kind of where back in the day it might just be a simple payment, transaction of money moving to now it makes its way to a bank container that has a lot of other features associated with it. And that's where we're seeing the evolution, examples like that.

Okay, that's interesting. Thank you. And then, just wanted to ask a question on the guidance. I think when you look at kind of sequentially Q3 to Q4, Q4 is typically your strongest quarter, but the midpoint implies maybe only just a slight sequential uptick into Q4 for revenue, maybe kind of help us understand some of your assumptions that you made on the revenue guidance?

Sure, yes, I think we look at the trends in the business and certainly look across all the various segments and what we're seeing, and I think we're still looking at very solid year-over-year growth. If you look at our Q4 guidance, if you back into that number from the full year guidance, so still very nice double digits, top line, strong organic growth, and then continue to expand the overall margins and improving EBITDA at the bottom line. Sequentially, it looks a little flatter. I think we're always going to take a relatively conservative view, and to Tom's point, some of these newer initiatives could be further upside, but not really fully reflected in the financials just yet. And I think we're also looking at expected rate declines. Obviously, we'll see what the Fed does this afternoon, but if you look at the probabilities out there from a curve standpoint, it would certainly imply a 25 basis point cut today, and we've seen a little bit of a shift in what the market thinks the Fed will do in December. We'll see if that continues to evolve over the next month or so, but that certainly has an impact as well, as you think about just the revenue and EBITDA in our business has less of an impact on cash flow, given we're effectively hedged between the floating rate income we generate on our permissible investments and the floating rate interest we pay on our debt, as well as the preferred equity, so the cash flow impact is minimal, but interest rates will certainly have an impact on the revenue and EBITDA in the quarter.

Okay. Great. Thank you. I'll turn it over.

And the next question comes from Hal Goetsch with Loop Capital. Please go ahead.

Hey, a quick question on Plastiq, it seems to me, it was an $8 million addition to revenue. You announced that acquisition in Q2 last year, it closed in Q3. Like can you give us a feel for like maybe what the run rate is on the last most recent month or the September monthly rate, it seems to be giving some momentum and I'd like to get a little bit more color on what that momentum is?

Sure. Hi, Hal. I'm not sure what company they announced for you, but we know who you're with. Yes. No, good question. I think the acquisition closed August 1st of last year, right? So we had two months in the third quarter last year, obviously a full three months this year. So that's a large portion of that $8 million of grow over that we reference in the growth in the business. But for the quarter, the Plastiq business, it performed well. I think it's continuing to grow. We're seeing that business, it's doing $6 million, $7 million of revenue a month right now and growing. We've continued to maintain very strong profitability in that business. Obviously when we acquired it, it was losing money and burning cash. We bought the assets out of bankruptcy, very quickly integrated it into the broader Priority enterprise as well as into Priority payables. So we've taken out a lot of the costs. We've integrated that business both from a technology standpoint as well as even the team. So I think we're very happy with where it sits today from a profitability standpoint. We're going to continue to drive the top line, combining it with CPX and offering a fully rounded out Priority payable solution will help take it to the next level, but that's still early in the stages of going to market as a unified solution, but that's in process now.

Terrific. Thanks.

And our last question comes from Clark Orsky with Obra Capital. Please go ahead.

Yes, hi. Thanks for taking the question. Just I'm curious in SMB, the numbers are pretty strong. I'm just curious what you see in sort of a competitive -- from a competitive standpoint in that market?

Yes, sure. And it's nice to be introduced. Yes, the SMB segment, we're pretty confident that we continue to grab market share from some of the peers. We're continually winning on the reseller side. So what I think is been the driver of our consistent growth is -- we've had long standing resellers that, they trust us to guide them toward the future. So we're seeing lift by bringing products like our Priority capital is one good example, right? Banking, passport banking. So the adoption of those products into our existing merchant base is accelerating. The other component of that is the traditional community in merchant acquiring is recognizing, Hey, I'm not set up well for this future of commerce that customers are looking for things that are more bundled. Software that will not only handle my accounts receivable, right, my card transaction volume coming in, but where I can quickly disposition that cash flow into working capital to pay vendors, and have options there. Well, our technology enables all that. So, we've picked up some really nice franchise opportunities. We've seen good adoption of our MX merchant point-of-sale, that's lifted in the coming in this last quarter after kind of a beta through the first six, eight months of the year. So that's been the driver. And the nice thing is we're early days in that expansion of our POS tools. So, we think that'll be a catalyst for growth. And then our ability to capture not just that AR bank card crossing volume in, but the storage of that money in our passport banking, and then the ability to use those funds to pay bills and manage excess working capital all in one place, just -- it really gives us the ability and our partners to earn in three ways as opposed to one. So that's where the market's headed. We think we're among the leaders of it, and if not the leader. And we anticipate that's how we have to drive margin growth.

Yes, thank you for all the detail. That's super helpful. Any competitor in particular that you run up against in the market, WorldPay was spun out, Nouveau [ph] quite active, I don't know if there's anyone out there, call out is doing a particularly good job or bad job?

I don't think we want to get into talking about competitors directly on the call. I think our performance hopefully speaks for itself. I think if we look at the data that's out there in the industry and you look at just some of the Visa and MasterCard level data, our bank card volume growth is roughly double what you're seeing for other similar position businesses and even some of the larger ones. So I feel like our performance is speaking for itself relative to the growth we're experiencing. But we'll let the other competitors speak about their own business.

Okay, appreciate it, thanks.

This concludes our question and answer session. I would like to turn the conference back over to Tom Priore for any closing remarks.

All right, well, thank you for all the questions. And I appreciate everyone taking the time to learn about our plans for the future as well as evaluate our performance in the current quarter. So hope everyone is going into the holidays, fantastic Thanksgiving and Holiday Season. And we'll look forward to speaking to everybody as we wrap up, what we anticipate will be, you know, consistent 2024. Thank you.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.