Thomas Charles Priore
Analyst · Lake Street Capital Markets
Thank you, Meghna, and thanks, everyone, for joining us for our second quarter 2025 earnings call. Once again, I'll begin today's call by highlighting our aggregate performance that reinforces our strong revenue and adjusted EBITDA guidance for 2025, before handing it over to Tim, who will provide segment-level performance, key trends and developments within each of the business segments, and Priority overall. This morning, we reported continued solid growth in both revenue and profit, despite lingering economic uncertainty over the impact of tariffs and government cuts that extended into the second quarter. Summarized on Slide 3, Priority had a strong Q2 by every key financial metric, growing net revenue by 9%, generating adjusted gross profit and adjusted EBITDA growth of 13% and 9%, respectively, and increased adjusted EPS by $0.15 year-over-year to $0.26. We ended the second quarter with over 1.6 million total customer accounts operating on our commerce platform, up from 1.3 million at the end of last quarter. Annual transaction volume in the LTM period increased by nearly $5 billion from Q1 to $140 billion, and average account balances under administration improved to $1.4 billion versus $1.3 billion in the first quarter of 2025. Tim will walk you through the full year 2025 guidance specifics and some of the more noteworthy trends we're seeing within SMB acquiring, B2B payables, and the Enterprise payment segments later in the call. Based on strong growth trends and a continued favorable shift in our business mix, I'm confident that Priority can achieve 10% to 12.5% top-line revenue growth, which is why we're increasing the low end of our revenue expectations to $970 million and narrowing the overall range to $990 million at the high end, while refining adjusted EBITDA around the midpoint of our original full year guidance, increasing the low end to $222.5 million and narrowing the overall range to $227.5 million at the high end. Our confidence comes from the adoption we continue to experience for our connected commerce platform, combining payments and banking capabilities to streamline collecting, storing, lending, and sending money to create revenue and operational success for our customers. Turning our attention to our Q2 results noted on Slide 4. Revenue of $239.8 million increased 9% from the prior year. This led to a 13% increase in adjusted gross profit in $92.4 million and a 9% improvement in adjusted EBITDA, $56 million. Adjusted gross profit margin of 38.5% increased 135 basis points from the prior year's second quarter. Highlighted on Slide 5, our steady Q2 performance contributed to year-to-date revenue growth of 9% to $464.4 million, fueling a 14% increase in adjusted gross profit to $179.7 million and a 10% improvement in adjusted EBITDA to $107.3 million, while expanding adjusted gross profit margin by 150 basis points to 38.7%. For those of you who are new to Priority, Slides 6 and 7 highlight our vision for connected commerce. The Priority Commerce Engine is purpose-built to streamline collecting, storing, lending, and sending money and delivers a flexible financial tool set for merchant services, payables, and banking and treasury solutions to accelerate cash flow and optimize working capital for businesses. I would encourage you to play the short 1 to 2-minute videos embedded in the product link on this slide. It will give you a more fulsome appreciation for their value and how they're being leveraged by our growing customer base. While our financial performance demonstrates that partners consistently choose Priority to help power their businesses, I thought it would be useful for investors to gain a deeper appreciation of why we are emerging as a go-to solution provider for embedded finance solutions. Slide 7 highlights a typical enterprise partner experience for our commerce API, offering payment orchestration, banking optimization and payables management solutions within a single point connection that allows our partners to choose their [ venture ], and leverage our solutions in a way that best suits their objectives. Importantly, this framework is consistently applied whether the partner is a sports management software company, a debt resolution provider leveraging CFTPay, a vertically focused software provider or property management technology company. Customers connect and can access all routes for digital payment acceptance as well as lockbox for checks, create FDIC eligible pass- through insured full feature virtual bank accounts with both virtual and physical card issuing, bill payments and automated payables options at their own pace. Our tightly coupled platform creates 2 important benefits for Priority's long-term prospects. First, it allows our partners to evolve their offering to respond to opportunities and emerging trends as we add features and new embedded solutions in collaboration with their goals. Both parties have a clear line of sight to quantify and tap into revenue growth opportunities. And this creates loyalty and gives us the ability to grow with our partners' businesses. Second, by maintaining operational workflow consistency across implementations and diverse industry segments, where collecting, storing and sending money is an important part of the value chain, we can clearly identify and refine our operational metrics in key performance areas like compliance, payment operations, risk management, application support and others, to ensure that we scale cost efficiently. We are committed to meeting our customers where they are by curating the experience for our partners in order to make working with Priority seamless and easy. This vision explains why we've been continually able to transform Priority into a high-performing payments and banking financial technology company with consistently strong recurring revenue prospects. Our customers and current market conditions reinforce our belief that systems connecting payments and banking solutions to accept and distribute funds in multiparty environments will be critical as businesses put greater demands on software and payment solution providers to deliver a full suite of core business services in a single relationship. At the end of my comments, I'll speak to this accelerating trend toward bundled services in greater depth. But at this point, I'd like to hand it over to Tim, who will provide further insights into the health of our business segments, along with current trends in each that factored into our second quarter results and our confidence for sustained and accelerated performance in the second half of 2025.
Timothy O’Leary: Thank you, Tom, and good morning, everyone. I'll start on Slide 9. As Tom mentioned, we had strong financial performance across the business in the second quarter, and the Priority Commerce engine continues to generate high growth in our higher-margin operating segments as B2B revenue grew over 14% and Enterprise revenue grew over 20% on a year-over-year basis for the quarter. The strong growth in those segments also allowed for overall margin expansion as adjusted gross profit margins improved by 135 basis points from Q2 last year. Consistent with Q1 and as shown in the charts, the adjusted gross profit from our B2B and Enterprise segments represented over 60% of the total for the quarter. The continued shift in our business mix also contributes to the highly visible and recurring nature of our business model as over 62% of adjusted gross profit in Q2 came from recurring revenues that are not dependent on transaction counts or card volumes. Moving now to the segment level results and starting with the SMB segment on Slide 10. SMB generated Q2 revenue of $163.2 million, which is $8.1 million or 5.2% higher than last year's second quarter. SMB's revenue growth was a combination of strong 9.5% growth in the core portfolio, partially offset by the attrition of historical residual purchases, along with lower revenue in specialized acquiring. Those headwinds will continue in Q3 and Q4, but with a moderating impact compared to what we saw in Q1 and Q2, where it was a 4% to 5% drag on overall growth rates for SMB. Total card volume was $18.7 billion for the quarter, which is up 2.3% from the prior year and 5.6% from Q1. From a merchant standpoint, we averaged approximately 179,000 accounts during the quarter, which is consistent with last year and up from 178,000 in Q1, while new monthly boards averaged 4,000 during the quarter compared to 4,100 in Q2 of last year and Q1 of this year. Adjusted gross profit in SMB for the second quarter was $35.4 million, which is consistent with gross profit in Q2 of last year and sequentially is almost 7% higher than the first quarter's gross profit. Gross margins of 21.7% are comparable to the 21.8% in the first quarter, but down 130 basis points from last year. On a year-over-year basis, margins were impacted by lower specialized acquiring revenue and the attrition of historical residual purchases. If you were to adjust for the impact of those 2 items, gross margins in the core portfolio increased by 125 basis points on a year-over-year basis. Lastly, for SMB, adjusted EBITDA was $27.7 million, which is down $850,000 from last year's second quarter and up $2 million from Q1 of this year. Adjusted EBITDA was slightly lower than the comparative quarter last year as a result of increased salaries and benefits, along with higher SG&A resulting from increased headcount, along with higher software expenses related to the previously discussed cloud migration. Moving to B2B. Revenue of $25 million was 14.4% higher than Q2 of last year and sequentially increased from $23.9 million in Q1. Our buyer-funded revenues grew by 12.7%, while supplier-funded revenues grew by 21.7% on a year-over-year basis. I offered a more detailed explanation on our Q1 earnings call, but when we use the terms buyer-funded and supplier-funded, we are referring to which party in the payables transaction is paying the interchange or credit card-related fees for the payment. Consistent with Q1, the buyer-funded businesses increased focus on larger customers and bank referral partners continue to show success in the quarter as companies seek to optimize their working capital and streamline their payables operations. Adjusted gross profit was $7.3 million in the quarter, which is a 30.8% increase over the prior year. For the quarter, gross margins were 29.1% or 365 basis points higher compared to 25.4% in the second quarter of 2024. The B2B segment produced $3.8 million of adjusted EBITDA during the quarter, which was a $2.2 million or 146% increase over the comparable period in 2024. The acceleration of adjusted EBITDA growth compared to adjusted gross profit was driven by strong operating leverage in the segment, including a 13% reduction in operating expenses, excluding D&A, on a year-over-year basis. Moving to the Enterprise segment. Q2 revenue of $52.7 million was an increase of $9 million or 20.6% over the prior year. Revenue growth was driven by continued strong enrollment trends and an increase in the number of billed clients in CFTPay, combined with an increase in the number of integrated partners and organic same-store sales growth with existing Passport program managers. Higher account balances in both CFTPay and Passport were able to more than offset the impact of 100 basis points of lower interest rates in the quarter compared to Q2 of last year. As a result of those factors, adjusted gross profit for the Enterprise segment also increased by 22.6% to $49.7 million, while adjusted gross profit margins were 94.4% in the quarter. Adjusted EBITDA for the quarter was $45.6 million, an increase of $8.3 million or 22.3% from the prior year's first quarter. Overall profitability in Enterprise was driven by continued strong performance in CFTPay, combined with an acceleration of revenue and profitability in Passport, which offset investments we continue to make in newer verticals within Priority Tech Ventures that we believe will provide the next leg of the growth stool for the Enterprise segment. Moving to consolidated operating expenses. Salaries and benefits of $27.1 million increased by $4.9 million or 22.3% compared to Q2 of last year and SG&A of $13.9 million increased by $2.7 million or 24% from Q2 of 2024. The increase in salaries and benefits was driven by higher stock compensation expense in the quarter, along with increased headcount from organic growth, along with acquisition-related activity in late Q4 of last year and early Q1 of this year. SG&A expenses were higher in the quarter as a result of increased accounting and FOX-related expenses, along with higher marketing and software expenses. Moving to the capital structure and liquidity overview. Debt at the end of the quarter was $935.5 million, and we ended the quarter with $120.6 million of available liquidity, including all $70 million of borrowing capacity under our revolving credit facility and $50.6 million of unrestricted cash on the balance sheet. For the LTM period ended June 30th, adjusted EBITDA of $213.7 million represents $4.5 million of sequential quarterly growth from $209.2 million at the end of Q1. This growth in adjusted EBITDA, combined with our net debt of $884.9 million, resulted in net leverage of 4.1 at quarter end, which is down from 4.2x at the end of Q1. As highlighted in our press release on Monday, I'm pleased to reiterate that we closed on the issuance of new senior credit facilities to refinance our existing debt on favorable terms. The new senior credit facilities consist of an upsized $100 million 5-year revolver and a new $1 billion 7-year term loan. In addition to extending maturities, we successfully lowered the interest rate on the upsized term loan by 100 basis points, which will save Priority and its shareholders nearly $7 million of interest expense on an annualized basis. Proceeds from the $1 billion term loan were used to refinance existing debt, pay related transaction fees and expenses, accelerate payment of certain deferred considerations related to the Q3 2023 acquisition of Plastiq and to put cash on the balance sheet that will be used for strategic growth initiatives, including a tuck-in acquisition that we anticipate closing within the next several weeks. Moving now to Slide 15 and our revised financial guidance. We are narrowing our original full year revenue guidance to a range of $970 million to $990 million, which compares to the prior guidance of $965 million to $1 billion. As Tom noted earlier, we expect to see an acceleration of growth in the second half of the year. That acceleration is due to the timing of our sales pipeline, the impact of year-over-year comparatives and moderating headwinds in specialized acquiring and the attrition from historical residual purchases, which were 4% to 5% drags against strong growth in core operating performance in SMB during the first half of the year. Consistent with the revised revenue guidance, we are also narrowing our adjusted gross profit and adjusted EBITDA guidance ranges to the middle of our prior guidance ranges. As noted on the slide, the updated ranges are $365 million to $380 million and $222.5 million to $227.5 million, respectively. Before I turn the call back over to Tom, I also want to provide an update on our progress in the remediation of the material weakness related to the design and operating deficiencies in certain automated controls around ingestion and validation of third-party processors data. As noted in our 10-K and comments on our last earnings call, the material weakness did not result in a restatement or any change to our consolidated financial results. And as of today, I'm pleased to say the team has substantially completed the work necessary to remediate the deficiency and is now testing those controls in a production environment. So while we're confident that the hard work on this project is behind us, the material weakness will remain until we complete our testing procedures and receive validation from our external auditor. With that, I'll now turn the call back over to Tom for his closing comments.