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Priority Technology Holdings, Inc. (PRTH) Q2 2019 Earnings Call Transcript

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Priority Technology Holdings, Inc. (NASDAQ: PRTH)
Q2 2019 Earnings Call
August 14, 2019, 8:30 a.m. ET

Contents:

  • Prepared Remarks
  • Questions and Answers
  • Call Participants

Prepared Remarks:

Operator

Good day, ladies and gentlemen and welcome to the Priority Technology Holdings second quarter 2019 earnings conference call. At this time, all participants are in a listen-only mode. Later, we will conduct a question and answer session and instructions will follow at that time. If anyone should require Operator assistance during the call, please press * then 0 on your touch tone telephone. As a reminder, this call is being recorded.

I would now like to introduce your host for today's conference, Mr. Chris Kettmann. You may begin.

Chris Kettmann -- Investor Relations

Good morning and thank you for joining us today. With me today are Tom Priore, Chairman and Chief Executive Officer of Priority Technology Holdings, and Mike Vollkommer, Chief Financial Officer.

Before we provide our prepared remarks, I would like to remind all participants that our comments today will include forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995 regarding future expectations about the company's business, management's plans for future operations, or similar matters, which are subject to certain risks and uncertainties.


The company's actual results could differ materially due to several important factors, many of which are beyond the company's control, including those risks and uncertainties described in the current report on Form 10-K filed with the Securities and Exchange Commission on March 29th, 2019. Any forward-looking statements we make today are only as of today's date and we undertake no obligation to publicly update or review any forward-looking statements.

Additionally, we may refer to non-GAAP measures, including EBITDA, adjusted EBITDA, and earnout adjusted EBITDA during the call. Please refer to our public filings and disclosures, including those referenced in our press release announcing this call for definitions of our non-GAAP measures and the reconciliation of these measures to net income. We have also provided an accompanying presentation with today's call that will help us more clearly articulate our results and go forward strategy.

With that, I would now like to turn the call over to our Chairman and CEO, Tom Priore.

Thomas C. Priore -- Chief Executive Officer

Thank you, Chris. Our second quarter 2019 results reflected the strong momentum we've seen over the past several quarters, despite the ongoing impact from the change in the subscription billing e-commerce business. Consolidated revenue of $107.4 million during the quarter increased 2.5% from the prior year second quarter, driven by strong increases in merchant bank card volume and the consumer payments segment and impressive growth in the innovative partners business and steady improvement in commercial payments.

The one factor still holding us back from reporting exceptionally strong year-over-year growth is the continued impact of the subscription e-commerce business. As most of you know, in a prudent risk management decision, we chose to close the accounts of roughly 1,200 merchants in order to ensure compliance and good standing with MasterCard subscription e-commerce criteria.

After slow reboarding of these merchants in the months following the change, I'm pleased to report that the business is coming back and it's coming back quite strong. In the second quarter, we generated $1.7 million of revenue from e-commerce subscription customers and we expect that number to rise even further in the quarters ahead.

Adjusted consolidated revenue of $105.8 million, which excludes the impact of subscription billing e-commerce merchants, grew a healthy 17% compared to the second quarter of 2018. Gross profit margin for the quarter is an important metric for priority. It increased 470 basis points from 23.4% to 28.1%.

In a few minutes, Mike will provide greater detail on our second quarter 2019 financial results. Before he does, I'd like to share with you how we've continued to build a foundation that will allow Priority to compete through changing business cycles both in the near-term and in the long-term.

As all of you know, the US economy is starting to show a bit of fatigue from the 10­­+ years of economic expansion. GDP is slowing and simultaneously, we're seeing consumer lending businesses feel the impact of rising delinquencies and a pullback of bank lenders from the sector. The Federal Reserve's recent interest rate reduction for the first time in ten years is obviously intended to counteract the anticipated slowdown.

We've been preparing for this eventual slowdown and future ones like it by adding defensive assets to our portfolio, including healthcare and real estate, where the trend toward electronic payments is still in the early stages and volumes will continue to grow fast regardless of the economic environment.

In this quarter, we also established a foothold in the consumer finance arena through an integrated partnership with a small but emerging player in debt repayment technology. We have and will continue to target growth in countercyclical assets, such as our commercial payments initiatives, where businesses look for revenue sources in down markets and cash acceleration has greater value as well as focus our acquisition strategy to further diversify our end markets and strengthen penetration into our existing customer base as noted above.

As we continue to naturally deleverage our balance sheet through our organic growth initiatives, we intended to supplement our efforts by using our equity currency opportunistically for acquisition.

Over our 13­+ year history, we have demonstrated our ability to grow the business in a strong economy and that won't change, but if I leave you with one key takeaway from this call, it is this. Priority is managing its business several quarters ahead by building a platform to maintain impeccable stability and long-term compound growth through varying economic cycles.

I'd like to now talk a bit about the different segments of our business. We'll start with the core acquiring business. Our consumer payments businesses continued to be driven by our MX platform technology, despite headwinds caused by the pause in subscription billing e-commerce business, second quarter merchant bank quarter volume processed by consumer payments segment increased 9.7%. Merchant bank card transactions grew by 8.4% and our average ticket increased 1.2% year-over-year.

Overall, new merchant boarding trends continue to be strong at approximately 5,000 per month, which is an increase of nearly 20% from a year ago trend, which was closer to 4,000. Importantly, portfolio volume attrition, which benefits from 75% of our volume processing on our integrated or semi-integrated products remains at one of the lowest rates in the industry.

As I mentioned earlier, we were excited to see the reboarding of e-commerce subscription customers accelerate in the quarter. As I mentioned, we are well on our way to having our specialized merchant acquiring segments, including subscription e-commerce, transition from a year-over-year headwind to a tailwind by the end of this year.

In addition to the underlying organic growth we've seen throughout consumer payments, the segment has been bolstered by our fourth quarter acquisition of Direct Connect merchant services and Blue Parasol Group's merchant portfolio assets. As part of the transaction, Priority added a diverse and low-risk merchant portfolio processing $1.7 billion in annual volume as well as a productive sales engine contributing to enterprise growth.

Since becoming integrated into Priority's infrastructure, Direct Connect's merchant boarding has more than doubled, as resellers have witnessed firsthand how much simpler it is to do business at Priority. We expect to continue driving similar levels of growth as we deepen relationships with retailers and introduce new products into this network.

Building on our efforts to grow the business organically, a key part of Priority's acquisition strategy remains focused on identifying accretive purchases with existing and new sales channels designed to improve earnings and lock in long-term revenue and sales commitments with independent resellers and integrated software partnerships. We are presently engaged in several opportunities that will complement our existing platform.

Moving on to commercial payments and managed services, commercial payments division's revenue of $7.1 million in the second quarter increased 3.1% compared to the 2018 second quarter. Despite not growing at the pace we expected, the commercial payments business continues to steadily improve by leveraging our CPX automated payables technology.

Commercial merchant bank card volume increased 20.5% in the quarter compared to the prior year period. Current and potential customers continue to recognize the strength of our platform as we continue to win some of the most sought-after contracts in the B2B payment space. We'll remain focused on optimizing the platform as the industry further realizes the cost and efficiency benefits of electronic payments, particularly in today's more challenging economic environment.

To highlight the potential opportunity in front of us and the strength of our sales efforts, our total payment volume either under contract or currently being negotiated is roughly $41.5 billion. That's a $7.9 billion increase from the end of Q1.

Priority's third and final segment is the Integrated Partners business. Several years ago, we strategically aligned Priority to capitalize on an anticipated convergence of software and payments by creating a purpose-built cloud platform where applications and payment-adjacent products reside. The Integrated Partners channel is the structural manifestation of that vision as one of the fastest-growing segments in the payment space, providing Priority the opportunity to capitalize on this intersection between SaaS and payments.

Although we only formed Integrated Partners less than a year ago, the segment generated $8.1 million in revenue during the second quarter, led predominately by Priority Real Estate Technology or PRET. Priority PayRight Health Solutions and Priority Hospital Technology make up the remainder of the Integrated Partners segment and I'll expand on each of these areas now.

Priority Real Estate Technology is being fueled by our March 2019 real estate payments operating partnership with Yapstone and the integration of our RadPad and Landlord Station properties. As a majority owner of the partnership, Priority's assumed responsibility is the management and daily operations of the business and integration to Priority's processes is largely on track.

PRET maintains a single platform that addresses the needs of a full spectrum of landlord constituents, from integrated enterprise property managers and middle market partners to small local landlords for rents, dues, and storage payment processing. The growing preference of consumers to pay their rent electronically aligns nicely with our defensive-minded integrated payments solution strategy. We continue to expect PRET to contribute more than $10 million in annualized EBITDA.

Priority Hospital Technology as formed to provide technology solutions to the hospital marketplace. Priority's portfolio of approximately 32,000 hospital merchants has been historically underserved with proprietary product offerings and we're strategically solving that problem with integrated point of sale and order ahead product suite that could be sold as a full package or individually.

While we are still refining our proprietary point of sale offering, our order ahead technology, ETAP, experienced fantastic 34% total processing volume growth in quarter two versus the previous quarter. Broken down by channel, referral partner volume growth was 21% for the quarter, while direct channel processing volume grew over 1,100% for the same period.

On the healthcare front, Priority PayRight has continued its growth trajectory on the heels of some newly released integrated product offerings. As in prior quarters, we thought we'd provide some highlights of PayRight's year-over-year performance to demonstrate how far this business has come. These include a 757% increase in third-party payments billing volume, 550% increase in PayRight software revenue, 162% increase in PayRight's payment gateway processing volumes, 153% increase in portfolio residuals, a 35% increase in gross statement revenue, and a 113% increase in both gross revenue and net revenue.

Before concluding, I'd like to reintroduce a theme a highlighted in the first quarter call, where I noted that our investment approach has always been to identify markets where there is a meaningful transition from check to cash or an under-optimized segment of our existing portfolio.

Recognizing our inherent exposure to US consumer spending that contributes approximately two-thirds of US GDP, we are continuing to seek assets that can grow with a defensive and/or counter-cyclical value proposition to help us maintain consistent performance, even in challenging consumer spending environments like those emerging.

I'd like to conclude by expressing how excited we are to be in the strong competitive position we are in today. Our market-leading platform is bearing fruit throughout each segment of the business and we're very pleased that prior headwinds, such as the e-commerce subscription sector, will become tailwinds in the relatively near future.

Even more, our business is well-positioned to successfully navigate through all economic cycles and we expect to capitalize on further acquisition opportunities as market turbulence arises, driving long-term value for our shareholders.

We look forward to sharing further updates on our progress in the quarters ahead and I'd now like to ask Mike Vollkommer to provide further information on our second quarter results. Mike?

Michael Vollkommer -- Chief Financial Officer

Thanks, Tom and good morning to everyone. I'll review you the second quarter consolidated results along with comments on the segment performance. With respect to our segment reporting, as discussed in our last call, we've begun presenting our integrated partner businesses as a separate segment. We had previously included these businesses with commercial payments, but do to its significant growth over the past year, it now warrants separate segment reporting.

Throughout my summary, I will cite both GAAP and adjusted non-GAAP measures. Today's press release, as Chris mentioned, provides a reconciliation of these measures. We've also provided a supplemental set of slides that are available on the IR portion of our website to assist you with a review of our results.

Consolidated revenue in the second quarter of 2019 was $107.4 million, an increase of $2.7 million or 2.5% compared with the 2018 second quarter. Growth in consolidated revenue was significantly restrained by the previously discussed 2018 wind-down of subscription billing e-commerce merchants.

Revenue from these merchants, which was captured entirely within our consumer payments segment, amounted to $1.7 million in the second quarter of 2019, compared with $14.4 million in the second quarter of 2018. Excluding these merchants from the comparison of financial results, consolidated adjusted revenue was $105.8 million in the second quarter of 2019, an increase of $15.4 million or 17% compared with the second quarter of 2018.

Consumer payments segment revenue totaled $92.2 million in the second quarter, compared with $97.7 million in the prior year quarter. Adjusted revenue in this segment increased $7.2 million or 8.7%. Merchant bank card volume processed by the consumer payments segment in the second quarter of 2019 totaled $10.8 billion, which was 9.7% higher than in the second quarter of 2018. Merchant bank card transactions of $130.1 million in the second quarter of '19 grew by 8.4%. An average ticket grew 1.2% in the second quarter of '19 compared with the second quarter of '18.

Commercial payments revenue in the second quarter of 2019 totaled $7.1 million, a 3.1% increase over $6.9 million in the 2018 second quarter. Revenue from our CPX accounts payable automated solutions increased 58.5%, while revenue from our managed services programs declined slightly compared with the 2018 second quarter.

The managed services decline was largely driven by lower incentive revenue in the second quarter of 2019 and the incentive revenue portion can be lumpy from time to time. Integrated partners revenue in the second quarter of 2019 amounted to $8.1 million compared with $0.1 million in the second quarter of 2018.

PRET comprised $7.6 million of this reportable segment's revenue in the second quarter of 2019 and as Tom mentioned, revenue from Priority PayRight Health Solutions and Priority Hospitality Technology, which both commenced operations in April of '18 and February of '19, respectively, comprised the remainder of this reportable segment's revenue.

Gross profit in the second quarter of '19 increased by $5.6 million from $24.5 million to $30.1 million, while gross profit margin increased 470 basis points, from 23.4% to 28.1%. The company's non-GAAP gross profit metric represents consolidated revenue less cost of merchant card fees and other costs of services.

The subscription billing e-commerce merchants contributed $0.7 million of gross profit and income from operations in the second quarter of 2019 and $4.2 million in the second quarter of 2018. Excluding these merchants from the comparison, adjusted gross profit increased by $9.2 million or 45.1%.

Consolidated income from operations was $2.4 million in the second quarter of '19 compared with $3.2 million in the second quarter of '18, an increase in depreciation and amortization of $5.7 million and an increase in other operating expenses of $0.7 million slightly more than offset the $5.6 million increase in gross profit.

Other operating expenses included $1.6 million of non-recurring expenses in the second quarter of 2019 compared with $3.4 million in the second quarter of 2018. In the '19 quarter, these expenses were primarily associated with allocation of purchase price to temporary free transition services from Yapstone related to the integration of the March 2019 operating partnership. It also included some certain litigation and advisory costs. In the 2018 quarter, the non-recurring expenses were largely associated with conversion to a public company and certain litigation costs.

The consumer payments segment income from operations in the second quarter of 2019 amounted to $7.4 million, a decline of $2.9 million compared with the 2018 quarter. Now, excluding the $3.5 million decline from subscription billing e-commerce, segment gross profit increased to $5.5 million. This gross profit increase was partially offset by a $4.5 million increase in depreciation and amortization, which is largely driven by the acquisitions of affiliate assets and Direct Connect during the past 12 months.

The consumer payments segment adjusted income from ops, which excludes the impact of subscription billing e-commerce merchants increased 9% year over year. Commercial payments segment lost from operations in the second quarter of '19 was $0.3 million compared with $0.4 million in the second quarter of '18. Gross profit of $3.1 million increased by $0.2 million and operating expenses including depreciation and amortization increased by $0.1 million.

Integrated Partners income from operations in the second quarter was $0.6 million compared to a loss from operations of $0.2 million in the second quarter of 2018. Gross profit was $3.6 million, which increased by that exact amount, $3.6 million. Depreciation and amortization of $1.1 million increased $1.1 million and other operating expenses of $2 million increase $1.7 million.

Now, the depreciation and amortization is related to assets required in forming the integrated partner businesses. Other operating expenses include $0.7 million of purchase price allocated to temporary free transition services from Yapstone related to the integration of the business operations. Now, Integrated Partners adjusted income from operations in the second quarter of 2019, excluding these non-recurring transition services, was $1.3 million.

Corporate expense in the second quarter of 2019 amounted to $5.2 million compared to $6.6 million in the second quarter of 2018. Non-recurring expenses amounted to $0.8 million and $3.4 million in the '19 and '18 quarters, respectively. Excluding the non-recurring operating expenses, corporate expense increased $1.3 million year-over-year due largely to the establishment of the public company corporate office.

Interest expense of $10.8 million in the second quarter of '19 increased by $3.1 million from $7.6 million in the prior year quarter. The increase is due to higher outstanding borrowings driven by debt financing of acquisitions subsequent to the second quarter of 2018. Other income net of $0.1 million in the second quarter of '19 compares with other expense net of $1.2 million in the second quarter of 2018. The 2018 quarter includes $800,000 of equity investment loss and $600,000 of non-recurring expense, primarily related to debt modification costs last year.

Now, moving on to income tax expense in the second quarter of 2019, it reflects the impact of recognizing a valuation allowance on the deferred tax asset related to Internal Revenue Code Section 163(j), which is the limitation on deduction of business interest. Section 163(j) limits the business interest deductions to 30% of adjusted taxable income.

Now, for taxable years through 2021, the calculation of adjusted taxable income, or ATI, closely aligns with EBITDA. Then commencing in 2022, the calculation of ATI becomes more stringent and closely aligns with earnings before interest and taxes or EBIT without regard to depreciation and amortization. So, any business interest expense in excess of this limitation is carried forward indefinitely.

Now, with respect to recording a deferred tax benefit for this carry forward, GAAP applies a more likely than not threshold as to assessing recoverability. Based on our assessment, we recorded a valuation allowance against the deferred tax asset for the portion of interest that exceeds the limitation due to the number of years we forecasted to recover the excess interest deduction.

Therefore, the second quarter of 2019 includes a discreet valuation allowance of $2.7 million related to the associated deferred tax asset for interest recorded in the second half of 2018 and the 2019 effective tax rate reflects the impact of a valuation allowance for the 2019 excess interest.

So, as of June 30th, 2019, we recorded a deferred tax provision for this valuation allowance in the total amount of $7.9 million. I will say there are ways to recover that in short order -- acquisitions is one way that in the next 3 to 6 to 12 months could increase the whole forecast and we could reverse that reserve. Also, we had conservatively trended out our long-term forecast. So, an uptick in that forecast and those trends, we can have a different assessment.

As far as EBITDA, consolidated adjusted EBITDA was $14.9 million in the second quarter of 2019, a $4.3 million increase when compared to the second quarter of 2018. The company's non-GAAP consolidated adjusted EBITDA measures is earnings before interest, taxes, depreciation, and amortization further adjusted for non-cash comp and certain expenses considered non-recurring. Consolidated adjusted EBITDA, excluding the impact of subscription billing e-commerce merchants was $14.3 million in the second quarter of '19, an increase of $7.8 million compared to the 2018 second quarter.

Now, our previously discussed earnings guidance for 2019 provided an outlook of full-year revenue growth despite the forecasted $50 million gross revenue decline for the subscription e-commerce business and the target earnout adjusted EBITDA of approximately $75 million. We remain confident in achieving these results.

Our guidance continues to forecast an acceleration of revenue and EBITDA growth in the second half of 2019, driven by positive contributions from each of our three business segments. Our specialized merchant acquiring program is expected to accelerate growth in consumer payments as we add more high-margin merchants and we anticipate the boarding of volume under existing customer contracts in both commercial payments and Integrated Partners.

So, now, I'll turn the call back over to Tom.

Thomas C. Priore -- Chief Executive Officer

Thanks, Mike. Operator, we'll now open the line for questions.

Questions and Answers:

Operator

Ladies and gentlemen, if you have a question at this time, please press the * then the number 1 key on your touch tone telephone. If your question has been answered or you wish to remove yourself from the queue, please press the # key.

Our first question comes from George Milhalos with Cowen. Your line is now open.

George Mihalos -- Cowen and Company -- Analyst

Good morning, guys. Thanks for taking my questions. I guess first to kick things off, maybe a bit of a housekeeping item. Mike, exactly what was the inorganic contribution to revenue in the quarter?

Michael Vollkommer -- Chief Financial Officer

Well, we had the acquisitions from Integrated Partners and the Direct Connect and PPS Northeast. In total, they contributed approximately 10% to the revenue growth when adjusted for e-commerce. From that 17% growth, about 10% was from those acquisitions.

George Mihalos -- Cowen and Company -- Analyst

Okay. Understood. Then as it relates to the e-commerce, that seems like it will be another headwind in 3Q. Is the expectation that that is not a headwind in 4Q or it's not a headwind as we go into 2020?

Michael Vollkommer -- Chief Financial Officer

We'll still talk about it in 4Q, but mainly with respect to the full year results. I think it turns into we lap the comparison issue in the fourth quarter. We'll stop talking about it, certainly, in 2020.

George Mihalos -- Cowen and Company -- Analyst

Okay. Just as it relates to the guide, you reiterated the outlook. I think certainly, from the revenue standpoint, you're trending very well, putting up positive growth for the year. Can you talk a little bit more about the acceleration in EBITDA that you're looking for in the back half of the year, is that basically coming from consumer or integrated? Just maybe how you're thinking about the ramping of those margins to achieve the $75 million.

Michael Vollkommer -- Chief Financial Officer

Well, it's coming from all three business segments. The business that we're talking about, the e-commerce reboarding, the specialized merchant acquiring program will boost revenue and EBITDA in the consumer business. PRET, Integrated Partners is going to have better results. There are three large real estate management companies that have begun to board volume and we expect that to accelerate through the third and fourth quarter into next year.

CPX is going to have some pretty explosive growth, I'd say, certainly in 2020 but it looks like we may be boarding some of that $45 billion of volume sooner than we thought. While that's not in what we're talking about, it certainly helps counterbalance any other timing issues that might happen with the boarding of business throughout the rest of the company in the third and fourth quarters.

We're bullish. Our first half, we tracked to pretty much what we thought we would do in the first half. So, we're pretty confident that we'll hit these results. There are risks to any forecast, but in this case, the risk is only timing.

George Mihalos -- Cowen and Company -- Analyst

Last question from me -- how are you thinking about M&A versus debt paydown and the like?

Michael Vollkommer -- Chief Financial Officer

Well, we just slugged a little bit against the revolver just yesterday. So, while we have cash sitting around, we will take down debt where we can. That gives us dry powder to tuck in acquisitions, and we are looking at those as we speak, as always. So, we've maintained the liquidity to enable us to take advantage of accretive acquisitions along the way.

Thomas C. Priore -- Chief Executive Officer

George, if I can just add an anecdote -- I think the larger investment folks that follow payments recognize that we are probably undervalued versus our peers. So, we see some real opportunity in those conversations to make accretive acquisitions that really are consistent with our acquisition strategy and kind of defense of assets and really leverage our platform. So, we're quite optimistic about what we have in the pipeline currently.

Operator

Again, if you have a question, please press * and then 1. And at this time, I'm showing no further questions. I'd like to turn the call back to Tom for any closing remarks.

Thomas C. Priore -- Chief Executive Officer

Thank you, everyone for your participation in the call. We'll look forward to sharing our continued results with you in the quarters ahead. I hope everyone has a great day.

Operator

Ladies and gentlemen, thank you for your participation in today's conference. This does conclude the program. You may now disconnect. Everyone have a great day.

Duration: 35 minutes

Call participants:

Chris Kettmann -- Investor Relations

Thomas C. Priore -- Chief Executive Officer

Michael Vollkommer -- Chief Financial Officer

George Mihalos -- Cowen and Company -- Analyst

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