Priority Technology Q2 2025 Earnings Call Transcript

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Provided by Quartr
August 7, 2025

Key Takeaways

  • Positive Sentiment: Q2 2025 results showed net revenue up 9% to $239.8 million, adjusted gross profit up 13% to $92.4 million, adjusted EBITDA up 9% to $56 million, and adjusted EPS growing $0.15 to $0.26.
  • Positive Sentiment: Full-year 2025 guidance was narrowed and raised, with revenue now expected between $970 million and $990 million and adjusted EBITDA between $222.5 million and $227.5 million.
  • Positive Sentiment: High-margin B2B and enterprise segments drove growth—B2B revenue rose 14.4% and enterprise revenue jumped 20.6%—expanding adjusted gross profit margins and lifting recurring revenues to 62% of the total.
  • Positive Sentiment: Refinancing closed on a $1 billion term loan and a $100 million revolver, cutting interest rates by 100 basis points and saving roughly $7 million in annual interest expense.
  • Negative Sentiment: A material weakness in automated controls over third-party processor data remains open until external auditor sign-off, despite substantial remediation work.
AI Generated. May Contain Errors.
Earnings Conference Call
Priority Technology Q2 2025
00:00 / 00:00

Transcript Sections

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Operator

Morning, and welcome to the Priority Technology Holdings Second Quarter twenty twenty five Earnings Conference Call. All participants will be in listen only mode. Please note, today's event is being recorded. I would now like to turn the conference over to Megna Mera with Investor Relations. Please go ahead.

Meghna Mehra
MD - IR(Fintech & Crypto) at ICR

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.

Meghna Mehra
MD - IR(Fintech & Crypto) at ICR

Additionally, we may refer to non GAAP measures, including but not limited to EBITDA and adjusted EBITDA during the call. Reconciliations of 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 Priori.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

Thank you, Meghana, and thanks to everyone for joining us for our second quarter twenty twenty five 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'll 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 three, Priority had a strong Q2 by every key financial metric, growing net revenue by 9%, generating adjusted gross profit and adjusted EBITDA growth of 139% respectively, and increased adjusted EPS by $0.15 year over year to $0.26 We ended the second quarter with over 1,600,000 total customer accounts operating on our commerce platform, up from $1,300,000 at the end of last quarter. Annual transaction volume in the LTM period increased by nearly $5,000,000,000 from Q1 to $140,000,000,000 And average account balances under administration improved to $1,400,000,000 versus $1,300,000,000 in the 2025.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

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 $970,000,000 and narrowing the overall range to $990,000,000 at the high end while refining adjusted EBITDA around the midpoint of our original full year guidance, increasing the low end to $222,500,000 and narrowing the overall range to $227,500,000 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 four, Revenue of $239,800,000 increased 9% from the prior year. This led to a 13% increase in adjusted gross profit to $92,400,000 and a 9% improvement in adjusted EBITDA, dollars 56,000,000.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

Adjusted gross profit margin of 38.5% increased 135 basis points from the prior year's second quarter. Highlighted on slide five, our steady Q2 performance contributed year to date revenue growth of 9% to $464,400,000 fueling a 14% increase in adjusted gross profit to $179,700,000 and a 10% improvement in adjusted EBITDA to $107,300,000 while expanding adjusted gross profit margin by 150 basis points to 38.7%. For those of you who are new to Priority, slides six and seven 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 one to two minute videos embedded in the product links on this slide.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

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 seven 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 adventure 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 payment, and automated payables options at their own pace.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

Our tightly coupled platform creates two 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 in 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.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

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 multi party 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'll provide further insight 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 2025.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

Thank you, Tom, and good morning, everyone. I'll start on Slide nine. 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.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

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 $163,200,000 which is $8,100,000 or 5.2% higher than last year's second quarter. SMBs 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.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

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 $18,700,000,000 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 $35,400,000 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.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

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 two items, gross margins in the core portfolio increased by 125 basis points on a year over year basis. Lastly, SMB, adjusted EBITDA was $27,700,000 which is down $850,000 from last year's second quarter and up $2,000,000 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 and A resulting from increased headcount, along with higher software expenses related to the previously discussed cloud migration. Moving to B2B, revenue of $25,000,000 was 14.4% higher than Q2 of last year, and sequentially increased from $23,900,000 in Q1.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

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 continued to show success in the quarter as companies seek to optimize their working capital and streamline their payables operations. Adjusted gross profit was $7,300,000 in the quarter, which is a 30.8% increase over the prior year. For the quarter, gross margins were 29.1% or three sixty five basis points higher compared to 25.4 in the 2024.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

The B2B segment produced $3,800,000 of adjusted EBITDA during the quarter, which was a $2,200,000 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 and A, on a year over year basis. Moving to the Enterprise segment, Q2 revenue of $52,700,000 was an increase of $9,000,000 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 and 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 CFT Pay 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.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

As a result of those factors, adjusted gross profit for the Enterprise segment also increased by 22.6% to $49,700,000 while adjusted gross profit margins were 94.4% in the quarter. Adjusted EBITDA for the quarter was $45,600,000 an increase of 8,300,000 or 22.3% from the prior year's first quarter. Overall profitability in Enterprise was driven by continued strong performance in CFT Pay, 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 $27,100,000 increased by $4,900,000 or 22.3% compared to Q2 of last year. And SG and A of $13,900,000 increased by $2,700,000 or 24% from 2024.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

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 and A expenses were higher in the quarter as a result of increased accounting and SOX 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 $935,500,000 and we ended the quarter with $120,600,000 of available liquidity, including all $70,000,000 of borrowing capacity under our revolving credit facility and $50,600,000 of unrestricted cash on the balance sheet. For the LTM period ended June 30, adjusted EBITDA of $213,700,000 represents $4,500,000 of sequential quarterly growth from $209,200,000 at the end of Q1.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

This growth in adjusted EBITDA combined with our net debt of $884,900,000 resulted in net leverage of 4.1 at quarter end, which is down from 4.2 times 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 $100,000,000 five year revolver and a new $1,000,000,000 seven 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 $7,000,000 of interest expense on an annualized basis. Proceeds from the 1,000,000,000 term loan were used to refinance existing debt, pay related transaction fees and expenses, accelerate payment of certain deferred considerations related to the Q3 twenty twenty three acquisition of Plastic 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.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

Moving now to Slide 15 and our revised financial guidance. We are narrowing our original full year revenue guidance to a range of $970,000,000 to $990,000,000 which compares to the prior guidance of $965,000,000 to $1,000,000,000 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 and 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 $365,000,000 to $380,000,000 and $222,500,000 to $227,500,000 respectively.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

Before I turn the call back over to Tom, I also want to provide an update on our progress and 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 ks 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.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

Thank you, Tim. Before concluding, I want to reflect on a handful of topics we've detailed in the past that are core to our differentiation and consistent performance through varying economic environments. And an emerging trend that I believe will be an important catalyst for outsized growth and equity value creation at priority. Tim has already discussed the mix shift in our earnings quality over the past four plus years. As adjusted gross profit from recurring revenue now represents 62% of total adjusted gross profit on the increased strength of thirty one percent and twenty three percent in this key metric for B2B and the enterprise segments respectively.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

As with everything we do, we've built these business lines with intention over years of thoughtful planning and cost efficient execution to be in position to capitalize on emerging trends early in their cycle to create asymmetric risk reward profiles. Now, when including our results in the 2025, that vision and execution delivered five year compound annual adjusted EBITDA growth of nearly 20% through the June 2025. I offer this perspective because I believe some of the recently publicized transactions reflect an acceleration in the embedded finance value creation thesis and Fintech consolidation. With a number of players seeking strategic assets, deepen their access to business distribution pools, particularly small and medium sized businesses, and add products that you could characterize as non discretionary to be a single source solution provider to improve their unit economics. Recent transactions like Xero's acquisition of Melio for $2,000,000,000 Bain Capital Portfolio Company, AccuShure's purchase of Heartland Payroll for 1,100,000,000.0 or TPG's purchase of Avid Exchange reinforce this emerging dynamic.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

We continue to curate and evolve Priority's flexible commerce engine, connecting payments and banking on a single platform to centralize all money movement at scale for our partners. And with our expanding menu of core business applications, we go along with that capability. Through our Priority Tech Ventures activity, we're enabling solutions for payroll, benefits, and vertical markets with large profit pools, including construction and prop tech, among others, at attractive entry points, giving our strategies time to manifest profits and margin expansion, while the accelerating trends toward full service platforms continues to emerge. As always, I first want to thank my colleagues at Priority who continue to work incredibly hard to deliver industry leading results. Your commitment and dedication to improving everything we do is clear.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

Providing our partners and customers with a constant reminder that they made the right choice to partner with Priority. Last, we continue to appreciate the ongoing support of our investors and analysts. And for those in attendance who are new to Priority for taking the time to participate in today's call. Operator, we'd like to now open the call for questions.

Operator

Absolutely. Our first question today comes from Brian Bergen with TD Cowen. Please go ahead.

Bryan Bergin
Managing Director at TD Cowen

Hey, guys. Good morning. Thank you. Wanted to start on just core SMB growth. So just first, what was that core growth net of the VAMP and the residual headwind versus the 1Q growth of about 10%?

Bryan Bergin
Managing Director at TD Cowen

I may have missed it. Sorry, if I did. Then can you dig into the drivers the underlying strength of SMB here? Just any outperformance drivers that you want to detail?

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

Happy to, Brian. So it was 9.5% for the quarter compared to the 10% number you referenced for Q1, and as I think about the core, what I define in that core is really just taking the SMB or the acquiring business and then backing out the impact of the residual purchases and then the specialized acquiring business, and then getting down to that core. So, we're continuing to see very strong growth in our larger ISOs, they continue to perform very well, they're adding a lot of volume, right, the volume growth in that same core component was, you know, north of 10%, right, so we do see some attrition at the lower ends of the portfolio, a lot of that is same store sales, and we're actually seeing the headwinds from same store sales in the market now, where our controllable churn, as we think about the actual, you know, merchant base that remains on the platform, has remained very steady in kind of the high single digits area. You know, the same store sales is a little bit of a headwind, but, you know, our larger ISOs continue to grow at a very healthy clip and we continue to add new ISOs onto the platform as well.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

So those are really the main drivers of what we're seeing there with that strong core performance.

Bryan Bergin
Managing Director at TD Cowen

Okay, okay, very good. As we look at the revised 2025 revenue guide, can you talk about some of the underlying assumptions at the low end versus the high end? And it's just we did kind of run the math on the second half implied growth. Think it's about 13.5 at the midpoint versus nine year to date, so just help us with the conviction you have on that acceleration.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

Yeah, I think some of it is driven by SMB, right, we're going have moderating headwinds in SMB from, you know, some of those two areas that spoke about, just looking at kind of year over year comparatives there, those will moderate a little bit in the second half of the year. We also have a number of large customer wins that we're rolling onto the platform, they haven't really shown up in the numbers just yet, and we've been, I'd say, probably conservative as you think about the timing of those and the impact they have in the balance of the year, so I think that could be some potential upside if those come on faster and ramp faster than what we've modeled at this stage. So just think about kind of the low end and high end, those are two of the variables. I think we also have modeled, you know, two rate cuts right now into the forecast, obviously those numbers are still moving around as you think about what could happen in the broader macro economy. I think most estimates right now would show, you know, two, maybe two and a half, if you kind of look at the averages.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

So we've got that built into the forecast as well. And then deposit balances continue to grow, right? So if those accelerate even faster than what we've been seeing, that could be some further upside to the upper end of that range.

Bryan Bergin
Managing Director at TD Cowen

All right, very good. Thank you. Thanks, Brian.

Operator

Thank you. And our next question today comes from Brian Klinglinger with Alliance Global Partners. Please go ahead.

Analyst

Hi, thanks for taking our questions. This is Kevin for Brian. Last quarter you spoke about the resilience in the SMB segment. Have you seen any shift in the volume trends for some of those businesses given the softening jobs and business sentiment, especially now that we're starting to see the new tariff policies in effect?

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

We really haven't, think the portfolio has performed, you know, well overall, and we talked Q1 about some of the resilience within our portfolio and just the mix of end customers we serve. And even if you break that apart and say that we've got, call it roughly 30% in retail, you know, there's a lot of sub components within that that have resilience, whether it's, you know, beer, wine, liquor stores, auto parts stores, gas stations, right, there's a lot of areas there that are somewhat more resilient into any kind of a recession or a downturn. So it's performed well, you know, same store sales on a macro level is definitely a headwind, but that's been the case now for several quarters in a row. So I don't think that's a new phenomenon that we're seeing.

Analyst

Okay, great. Thank you. And just another one, with the recent closing of the new credit facilities and stronger balance sheet, how have you been thinking about capital allocation in the near and longer term?

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

I don't think it's changed. I think our allocation strategy is to continue to, you know, overall look to delever, but remain opportunistic on the acquisition front as we see opportunities in the marketplace, with some dislocation out there and the ability to acquire attractive assets at what we think are very attractive valuation multiples. I think the real driver of this refinancing was to take advantage of a favorable market condition and our continued strong performance and lower the interest rate. So, you know, saving 100 basis points on the rates was really the main driver in that refinancing effort.

Analyst

Great. Thank you.

Operator

Thank you. And our next question comes from Jacob Staphone with Lake Street Capital Markets. Please go ahead.

Jacob Stephan
Senior Research Analyst at Lake Street Capital Markets

Hey, morning, guys. Congrats on the nice quarter here. Maybe just kind of help us think through some of the average monthly enrollments of CFT pay. It looks like they accelerated nicely. You've got almost a million clients there.

Jacob Stephan
Senior Research Analyst at Lake Street Capital Markets

But I mean, is this really a function of better cross selling efforts? Is this a function of new client wins? What's the driving factor here?

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

The primary driver there has been investment from some of our partners. So there's been a favorable condition for some time in terms of the customer acquisition. I think we've spoken about it, just some of the changes in credit counseling and so forth. So, some of our partners have just amped up their efforts in sales and marketing. And we had the expectations that that would kick in, in the latter part of the year.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

And you're seeing that acceleration. So we don't expect that to abate anytime soon.

Jacob Stephan
Senior Research Analyst at Lake Street Capital Markets

Got it. And maybe just on the priority tech ventures investments you're making, help us understand kind of how this pieces into the overall portfolio. Are these kind of companies you're taking early stage investments in and bringing them on to the tech stack as as they kind of grow or how are you thinking about that?

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

Yeah, sure. You know, just I'll digress for a moment, but you'll probably recall from more than a year ago, we had noted that look, the venture space generally was struggling for capital. And there were some just well built technology platforms out there that collecting, storing, lending, sending money was a core part of the value chain, payroll for one, property tech and real estate property management benefits another. And the platforms out there that we're competing with were somewhat legacy and not that they weren't at scale, are a number of excellent competitors out there, but they were probably less capital efficient operating from an operating cost standpoint. So we were able to find platforms that are really attractive prices that fit well into our core customer base, like payroll, buying roll file, like our Prisma product where we've been able to build out a presence in property management and treasury activity in that segment, or the benefits space as well.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

So all these are especially payroll and benefits, they're non discretionary, every business needs them. We got a few 100,000 small businesses, doesn't take a genius to figure out, you buy it at the right price point, you get it into the sales funnel and you incentivize really strong sales teams that I think deliver, you can just see those results in small business growth. Then it's really making our partners portfolios worth more at priority. That's a phenomenon you're seeing in the SMB space when you look at acquiring and why the volume is consistent and why we drive loyalty because we invest in their ability to make things happen and make money. So it's really bringing all that together.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

And that's what Tech Ventures has been designed to do. And we're excited about the potential within that segment, particularly given, as I said, our price point of entry.

Jacob Stephan
Senior Research Analyst at Lake Street Capital Markets

Got it. Very helpful. I appreciate all the color.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

Yes, absolutely.

Operator

And our next question today comes from Tim Switzer at KBW. Please go ahead.

Tim Switzer
Vice President at Keefe, Bruyette & Woods (KBW)

Hey, good morning. Thank you for answering my questions. I have a couple of follow ups on the capital stack with this tuck in acquisition you guys are talking about. Is there anything where you might need to raise more debt for it or would it be debt coming along with it? And do you guys have any plans at all to utilize the share repurchase authorization?

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

Sure, hey Tim. Now the acquisition is largely pre funded, right? So the billion dollars of debt was obviously an upsize from the existing debt level we had. Part of that increase in the proceeds went to prepaying the deferred consideration on plastic. The balance of it went to the balance sheet in cash, and will be there for this tuck in acquisition, assuming that one closes.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

If not, it'll remain there as we continue to look at opportunities, you know, in the broader marketplace, we're excited about this opportunity that's in front of us. It won't have a large impact on the balance of this year, but you know, going into full year '26, you know, that'll have a nice uplift for us on the rest of the P and L.

Tim Switzer
Vice President at Keefe, Bruyette & Woods (KBW)

Okay, great. Good color. And then can you also discuss it sounds like you haven't seen any material impacts at all from tariffs and some of the macro uncertainty. If things did sort of turn around, we're starting to see a weaker labor market here. How would that impact the revenue outlook you have overall and particularly in SMB versus enterprise?

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

Yes, in fact, me let Tim speak to the SMB segment. And then I think as we've publicized, right, very intentionally, have built out countercyclical business lines that I'll say do well in economically challenging environments. And then I'll sort of maybe reflect on that countercyclical component offsets any pressures that emerge in SMB, which I'll just say at this stage we're not seeing. Tim, go ahead.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

Sure.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

And Tim, I'd maybe offer a more nuanced response to kind of what you said about SMB and not seeing any impact from the tariffs, because I think it's hard to delineate, you know, what's the impact from the tariff versus just broader economy, but we have been seeing some headwinds from same store sales and that's been continuing for, you know, several quarters now, so I think that could be part of the impact of the economy or tariffs. So I don't want say we're not seeing any impact in SMB, because that probably lays into that. We're just, we're outrunning it, Our ISO base is growing, we're adding more ISOs onto the platform, and we continue to just really grow the core business at a faster pace. So we're out running, you know, some of those headwinds.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

The other thing I'll just note, this is what gives us the optimism for the remainder of the year is, you know, our ISV partners have continued to grow. We're still those you harvest over a longer period of time once they connect. So we have a number of those contracted that are just being harvested. So as that occurs, gives us confidence in the acquiring segments stability. Now aside from that, and to your point on, let's say a potential labor market impact or on tariffs, those are environments where we generally see our B2B payable segment accelerate because working capital becomes a greater concern.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

Folks are looking for sources like plastic and our payables suite to extend working capital. So that's been a benefit in previous economic cycles. So we would expect that to continue. And then of course, within the CFT pay segment, again, that's just when consumers become a bit more stressed, they're more likely to look for assistance. And we're really well positioned to work with our partners in that segment to provide that assistance and we see generally enrollments accelerate.

Tim Switzer
Vice President at Keefe, Bruyette & Woods (KBW)

That's great. Thank you for all the color.

Operator

Thank you. And our next question comes from Hal Goetz with B. Riley. Please go ahead.

Hal Goetsch
Managing Director at B Riley Financial

Hey, guys. Congratulations. You're really executing well. I just wanted to ask about some of the larger ISOs that you are having success with. Can you just kind of describe their go to market?

Hal Goetsch
Managing Director at B Riley Financial

Are they leaving with a software enabled solution or a point of sale system, either yours or reselling somebody else? Give us a color on what is working in SMB, because what is working seems to be like, growing nicely above what you would see from the card network. They're only growing 6%, 7%. So you clearly have some success there and want to know more a little bit more about that.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

Yeah, we lead with a technology suite. We would like to say choose your adventure. So enabling a more agile approach to, I'll call it like vertical solutions that our resellers focus on has been a benefit. So that is not just, it's certainly POS that to some extent, but the menu of options that are available to accelerate cash flow and optimize working capital, that's really our value proposition. And sort of build your a la carte menu the way your business operates, that's been the winning formula. And it's not a one size fits all. I think that comes from the deep understanding of who our reselling partners are and enabling that flexibility for them to play to their strengths.

Tim O’Leary
Tim O’Leary
Chief Financial Officer at Priority

I would just add on to that Hal that I think the other component in addition to the technology Tom talked about is having high quality customer service, right, and being available for those reselling partners to get problems solved, as well as the merchants to solve their issues. So I think having that high level of customer service and actually having somebody pick up the phone and resolve that problem is also a key component for us.

Hal Goetsch
Managing Director at B Riley Financial

Okay, terrific. Thank you very much.

Operator

Thank you. And this concludes the question and answer session. I'd like to turn the conference back over to the management team for any closing remarks.

Thomas Priore
Thomas Priore
Chairman & CEO at Priority

Well, like to thank everybody for taking the time to express our continued interest and priority. I appreciate the final comment, Hal, on our execution. And rest assured, we'll be continued laser focused on just that. So thanks, everyone, and we look forward to getting together next quarter to demonstrate our execution.

Operator

Thank you. This concludes today's conference call. We thank you all for attending today's presentation. You may now disconnect your lines and have a wonderful day.

Executives
Analysts
    • Meghna Mehra
      MD - IR(Fintech & Crypto) at ICR
    • Tim O’Leary
      Chief Financial Officer at Priority
    • Bryan Bergin
      Managing Director at TD Cowen
    • Analyst
    • Jacob Stephan
      Senior Research Analyst at Lake Street Capital Markets
    • Tim Switzer
      Vice President at Keefe, Bruyette & Woods (KBW)
    • Hal Goetsch
      Managing Director at B Riley Financial
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