Thomas Priore
Analyst · KBW
Thank you, Meghna, and thanks to everyone for joining us for our fourth quarter and full year 2025 earnings call. I'll begin today's call by highlighting our aggregate fourth quarter and full year 2025 performance, discuss full year financial guidance for 2026 and provide an overview of key strategic updates. I'll then hand the call over to Tim, who will provide segment level performance, key trends and developments across our business segments and Priority overall. As summarized on Slide 3, Priority grew net revenue for the year by 8%, generated adjusted gross profit and adjusted EBITDA growth of 14% and 10%, respectively, and increased adjusted EPS by $0.52 or 102% year-over-year to $1.03 for fiscal 2025. We ended the year with 1.8 million total customer accounts operating on our commerce platform, up from 1.2 million at the end of last year. Annual transaction volume in 2025 increased by $20 billion to $150 billion and average account balances under administration improved by $500 million from the prior year to $1.7 billion. Tim will provide more context on the full year 2026 guidance specifics later in the call, but I can reflect that the value our diverse partners and customers see in our unified commerce platform and elegant product solutions provides confidence that we will sustain the momentum in our Merchant Solutions, Payables and Treasury Solutions segment. We anticipate achieving 6% to 9% top line revenue growth to a range of $1.010 billion to $1.040 billion and generating adjusted EBITDA of $230 million to $245 million in 2026 despite headwinds related to lower interest rates, a challenging macroeconomic and consumer spending environment and the continued investment in early-stage growth opportunities within Priority Tech Ventures. Turning our attention to our aggregate Q4 results on Slide 4. Revenue of $247.1 million increased 9% from the prior year. This led to a 19% increase in adjusted gross profit to $100.2 million and a 16% improvement in adjusted EBITDA to $60.1 million. Adjusted gross profit margin of 40.6% increased 360 basis points from the prior year's fourth quarter, reflecting the ongoing performance of our diverse high-margin payables and Treasury Solutions segments, combined with the accretive impact of acquisitions completed in the second half of 2025. Now for those of you who are new to Priority, Slide 6 and 7 highlight our vision for connected commerce. The Priority Commerce platform is purpose-built to streamline collecting, storing, lending and sending money. It delivers a flexible financial tool set for merchant acquiring, payables and treasury solutions designed 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 links to gain a deeper understanding and appreciation for why customers are consistently partnering with Priority to reach their commerce goals and why we are emerging as a go-to solution provider for embedded commerce and finance solutions. Slide 7 highlights a typical partner experience with our commerce APIs, orchestration capabilities for payments and treasury solutions. This enables partners to use a single API tailored to their specific objectives. Customers connecting via our API can access all routes for digital payment acceptance, create traditional and virtual bank accounts, issue physical and virtual debit cards, enable lockbox for checks, configure single vendor and advanced bulk vendor payments and many other commerce options at their own pace. Given our expanding customer base and segments, our commerce platform creates 2 important benefits for Priority's long-term success. First, it enables our partners to develop their offering to seize new opportunities and respond to emerging trends as they add features and embedded solutions. Both parties maintain clear visibility into quantifiable revenue growth opportunities, building customer confidence and driving mutual success. Second, by standardizing operational workflows across diverse industry segments where money movement and treasury tools are critical to the value chain, we can identify and refine key operational metrics in compliance, payment operations, risk and application support. This enables us to scale efficiently, maintain cost discipline and ultimately improve profitability. This vision explains why we've been able to evolve Priority into a consistently high-performing payments and banking financial technology company with strong recurring revenue prospects. Our customers and current market conditions, particularly the accelerating narrative of AI's impact on SaaS providers, reinforce our belief that systems connecting payments and treasury 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 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 fourth quarter results and our confidence for sustained performance in 2026.
Tim O’Leary: Thank you, Tom, and good morning, everyone. As Tom mentioned, we had solid overall financial performance in the fourth quarter and for the full year. For the full year, consolidated revenue growth of 8.3% included 7.7% of organic growth, excluding the impact of acquisitions. For the fourth quarter, reported revenue growth of 8.8% included organic growth of 6.8%, fueled by strong 13% growth in payables and 18% growth in Treasury Solutions, complemented by 6% reported growth in Merchant Solutions, which included 3% organic growth. As shown on Slide 9, adjusted gross profit from our Payables and Treasury Solutions segments represented 62% of the total for the year, while for the fourth quarter, they combined to represent 60%. For easier organic comparison to prior data points, if you exclude the impact of acquisitions, those respective percentages would have been 63% for the full year and 65% for the quarter. The 3 percentage point year-over-year organic increase in Q4 is indicative of our continued investment in higher growth, higher-margin operating segments. Strong growth in payables and Treasury Solutions, combined with the impact of acquisition-related activity also allowed for overall margin expansion as adjusted gross profit margins improved by nearly 360 basis points from Q4 2024 and over 130 basis points sequentially from Q3. If you normalize for the nonrecurring inventory write-off in Q4 of 2024, which negatively impacted gross margins in that period, the year-over-year gross margin expansion is still a very healthy 210 basis points. I'll move now to the segment level results and start with Merchant Solutions on Slide 10. Merchant Solutions generated Q4 revenue of $165.3 million, which is $9.6 million or 6.2% higher than last year's fourth quarter. Revenue growth was a mix of 3% organic growth in the core portfolio, combined with just over 3% revenue growth in the quarter contributed by the Boom Commerce and DMS acquisitions. Slower growth in the core portfolio compared to the first half of the year was a trend we discussed in our Q3 earnings call and was largely attributable to a few key industry verticals, including restaurants, construction and certain retail trade markets, including home furnishings and building materials. Total card volume was $18.5 billion for the quarter, which is up 2.3% from the prior year. From a merchant standpoint, we averaged 179,000 accounts during the quarter, which is up from $177,000 last year, while new monthly boards averaged 3,000 during the quarter. Adjusted gross profit for the fourth quarter was $40.1 million, which is up $8.1 million or 25.5% from Q4 of last year. Gross margins of 24.3% are 370 basis points higher than the comparable quarter last year due to the Boom Commerce and DMS acquisitions. If you exclude the impact of acquisitions, organic gross profit was flat and gross margins were 60 basis points lower than the prior year's fourth quarter. Lastly, adjusted EBITDA was $30.6 million, which is up $4 million or 14.9% from last year as inorganic EBITDA more than offset the impact of lower EBITDA from specialized acquiring in the core portfolio. Moving to the payables segment. Revenue of $26.8 million was 12.7% higher than Q4 of last year. Buyer-funded revenues grew 10.9% year-over-year to $20.9 million, while supplier-funded revenues grew 20% year-over-year to $5.8 million. Adjusted gross profit was $7.4 million in the quarter, which is a 15.9% increase over the prior year. For the quarter, gross margins were 27.6%, which is over 70 basis points favorable to last year's comparable quarter. The payables segment contributed $3.9 million of adjusted EBITDA during the quarter, which was a $1.5 million or 60.8% increase year-over-year. The acceleration of adjusted EBITDA growth compared to revenue and adjusted gross profit was driven by continued strong operating leverage in the segment, including an almost 9% year-over-year reduction in operating expenses before D&A. Moving to the Treasury Solutions segment. Q4 revenue of $57.3 million was an increase of $8.7 million or 17.8% over the prior year's fourth quarter. Revenue growth was driven by continued strong enrollment trends and an increase in the number of billed clients enrolled in CFTPay to over 1.1 million, combined with a 30% year-over-year increase in the number of integrated partners and organic same-store sales growth from existing Passport program managers. Higher account balances in CFTPay and Passport were able to more than offset the impact of lower interest rates in the quarter compared to Q4 of last year. As a result of those factors, adjusted gross profit for the segment increased by 15.7% to $52.7 million, while adjusted gross profit margins were 91.9% for the quarter. Gross margins were approximately 170 basis points lower than the prior year's fourth quarter due to mix shift resulting from strong 110% revenue growth in Passport and over 200% revenue growth in Priority Tech Ventures, both of which operate at lower gross margins than the CFTPay platform. Adjusted EBITDA for the quarter was $47.6 million, an increase of $5.5 million or 13.2% year-over-year. Overall profitability in Treasury Solutions was driven by low teens revenue growth in CFTPay, combined with strong profitable growth in Passport, which offset investments we continue to make in newer vertical software assets within Priority Tech Ventures. While many of these investments are still scaling and not yet profitable, we view them as highly compelling opportunities to enhance Priority's already comprehensive product suite and expand further into both new and existing markets, including construction, payroll and benefits, asset management and sports and entertainment, including the NIL marketplace. Moving to consolidated operating expenses. Salaries and benefits of $28.8 million increased by $5.6 million or 24.2% compared to Q4 of last year. The year-over-year increase was primarily driven by a $2.4 million increase in stock compensation expense, combined with a $2.1 million increase related to acquisition activity. SG&A of $17.7 million increased by $5 million or 38.8% compared to Q4 of last year as a result of increased accounting and S-OX-related expenses, combined with higher cloud and software expenses. With respect to our capital structure on Page 14, debt at the end of the quarter was $1.02 billion, and we ended the quarter with $177 million of available liquidity, including all $100 million of borrowing capacity available under our revolving credit facility and $77 million of unrestricted cash on the balance sheet. With respect to free cash flow, we generated $28 million of free cash flow in the quarter based on adjusted EBITDA of approximately $60 million, minus $6 million of CapEx, $22 million of interest expense and just over $4 million of income taxes. On a run rate basis, that same metric totals approximately $112 million, which equates to almost $1.34 of free cash flow per diluted share. For the LTM period ended December 31, adjusted EBITDA of $225.2 million, combined with net debt of $945.4 million, resulted in net leverage of 4.2x at quarter end, which is down from 4.4x at the end of Q3 with increased EBITDA and free cash flow contributing to lower net debt. For further comparison, if you were to include the run rate EBITDA impact of acquisitions, pro forma net leverage would have been 3.9x at year-end. Page 15 highlights our financial guidance for the full year. As Tom highlighted earlier, we are forecasting 6% to 9% top line growth, inclusive of 4% to 7% organic growth for the full year to a revenue range of $1.01 billion to $1.04 billion. Adjusted gross profit is expected to range from $405 million to $425 million, with gross margins expanding by 75 to 100 basis points from full year 2025 levels. Lastly, adjusted EBITDA is forecast to range from $230 million to $245 million. To provide some color on the guidance by segment, we expect 6% to 8% revenue growth in Merchant Solutions, inclusive of approximately 3% to 4% organic growth as we continue to add new resellers and win new large enterprise customers while also inorganically benefiting from the impact of acquisitions made in 2025. Payables organic top line growth in 2026 is expected to be in the 8% to 10% range, which is lower on a comparative basis to 2025's reported growth given certain market headwinds, including the impact of lower interest rates and certain card network changes. Lastly, Treasury Solutions is expected to continue its momentum, although we have moderated our growth expectations in 2026 to low double-digit percentages to account for the impact of lower interest rates, combined with strong growth already experienced in the past 3 years, contributing to the simple math of a larger denominator. If you take those segment level growth rates and then factor in an estimated $10 million of intercompany eliminations at the consolidated level, that brings you to the 6% to 9% guidance range for revenue growth for the full year. Lastly, and separate from guidance, I'm pleased to announce that as of December 31, 2025, the company successfully remediated the material weakness in its internal controls over financial reporting that was identified in December 31, 2024. Further, our internal assessments and external audits have confirmed that the company maintained effective internal controls over financial reporting as of the end of the 2025 fiscal year. With that, I'll now turn the call back over to Tom for his closing comments.