What changed in this filing

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Item 1. Financial Statements

2021-11-15 compared with 2021-08-16 · 513 added, 379 removed, 374 unchanged (70% of the section changed)

1 unchanged sentence

Priority Technology Holdings, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share data) Unaudited

June 30, 2021 December 31, 2020

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share data)

September 30, 2021 December 31, 2020

Current assets:

Cash $ 11,111 $ 9,241

Cash and cash equivalents $ 16,974 $ 9,241

Restricted cash 17,258 78,879

Accounts receivable, net of allowance of $ 417 and $ 574

Accounts receivable, net of allowances of $ 479 and $ 574 , respectively

52,651 41,321

Prepaid expenses and other current assets 13,331 3,500

Current portion of notes receivable, net of allowance of $ 467 and $ 467

Settlement assets 722 753

Current portion of notes receivable, net of allowances of $ 467 and $ 467 , respectively

Settlement assets and customer account balances 480,315 753

Total current assets 580,681 135,884

6 unchanged sentences

Total assets $ 1,335,184 $ 417,829

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities, Redeemable Senior Preferred Stock and Stockholders' Deficit

Current liabilities:

3 unchanged sentences

Current portion of long-term debt 6,200 19,442

Settlement obligations 11,278 72,878

Settlement and customer account obligations 489,326 72,878

Total current liabilities 569,210 148,848

1 unchanged sentence

Other non-current liabilities 14,111 9,672

Total long-term liabilities 326,520 367,545

Total non-current liabilities 634,068 367,545

Total liabilities 1,203,278 516,393

3 unchanged sentences

250,000 shares authorized;

150,000 issued;

150,000 shares outstanding at June 30, 2021

225,000 issued and outstanding at September 30, 2021;

none authorized, issued or outstanding at December 31, 2020

Stockholders' deficit:

1 unchanged sentence

100,000,000 shares authorized;

zero issued or outstanding

none issued or outstanding at September 30, 2021 and December 31, 2020

Common stock - $ 0.001 par value per share;

1.0 billion shares authorized;

69,561,311 shares issued at June 30, 2021 and 67,842,204 shares issued at December 31, 2020;

69,110,087 shares outstanding at June 30, 2021 and 67,390,980 shares outstanding at December 31, 2020

1,000,000,000 shares authorized;

77,185,920 shares issued at September 30, 2021 and 67,842,204 shares issued at December 31, 2020;

76,571,981 shares outstanding at September 30, 2021 and 67,390,980 shares outstanding at December 31, 2020

Additional paid-in capital 44,640 5,769

Treasury stock, 451,224 common shares, at cost

Treasury stock at cost, 613,939 shares at September 30, 2021 and 451,224 shares at December 31, 2020

( 3,411 ) ( 2,388 )

3 unchanged sentences

See Notes to Unaudited Condensed Consolidated Financial Statements

Table of Content s

Priority Technology Holdings, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30,

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

6 unchanged sentences

Total operating expenses 124,292 101,920 350,671 283,619

Income from operations 7,405 4,031 11,932 7,590

OTHER EXPENSES:

Operating income 8,250 7,042 20,182 14,632

Other (expenses) income

Interest expense ( 8,155 ) ( 13,471 ) ( 24,608 ) ( 35,454 )

Debt extinguishment and modification costs — ( 1,523 ) ( 8,322 ) ( 1,899 )

Other income (expenses), net 215 194 ( 54 ) 224

Total other expenses, net ( 15,392 ) ( 11,474 ) ( 24,829 ) ( 22,135 )

Loss before income taxes ( 7,987 ) ( 7,443 ) ( 12,897 ) ( 14,545 )

Income tax expense (benefit) 1,490 415 ( 741 ) ( 818 )

Net loss ( 9,477 ) ( 7,858 ) ( 12,156 ) ( 13,727 )

Gain on sale of business — 107,239 — 107,239

Other income, net 146 190 92 414

Total other (expenses) income, net ( 8,009 ) 92,435 ( 32,838 ) 70,300

Income (loss) before income taxes 241 99,477 ( 12,656 ) 84,932

Income tax expense 790 13,737 49 12,919

Net (loss) income ( 549 ) 85,740 ( 12,705 ) 72,013

Dividends and accretion attributable to redeemable senior preferred stockholders ( 5,813 ) — ( 9,724 ) —

Non-controlling interest preferred unit redemptions — — ( 10,777 ) —

Net loss attributable to common stockholders of PRTH $ ( 24,165 ) $ ( 7,858 ) $ ( 26,844 ) $ ( 13,727 )

Loss per common share:

Basic and diluted $ ( 0.35 ) $ ( 0.12 ) $ ( 0.39 ) $ ( 0.20 )

Less net income attributable to redeemable non-controlling interests and redeemed non-controlling interests — ( 45,348 ) — ( 45,348 )

Net (loss) income attributable to common stockholders $ ( 6,362 ) $ 40,392 $ ( 33,206 ) $ 26,665

(Loss) earnings per common share:

Basic $ ( 0.09 ) $ 0.60 $ ( 0.48 ) $ 0.40

Diluted $ ( 0.09 ) $ 0.60 $ ( 0.48 ) $ 0.40

Weighted-average common shares outstanding:

Basic and diluted 69,496 67,114 68,525 67,088

Basic 71,979 67,167 69,689 67,114

Diluted 71,979 67,286 69,689 67,131

See Notes to Unaudited Condensed Consolidated Financial Statements

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Priority Technology Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands) Six Months Ended June 30,

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

Nine Months Ended September 30,

Cash flows from operating activities:

Net loss $ ( 12,156 ) $ ( 13,727 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Net (loss) income $ ( 12,705 ) $ 72,013

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

Gain and transaction costs recognized on sale of business — ( 111,611 )

Depreciation and amortization of assets 32,123 30,886

Equity-classified and liability-classified stock-based compensation 1,414 1,026

Stock-based compensation 2,349 1,627

Amortization of debt issuance costs and discounts 1,607 1,798

Write-off of deferred loan costs and discount 2,580 1,523

Deferred income tax benefit ( 3,446 ) ( 3,569 )

Change in allowance for deferred tax assets 2,565 2,642

Deferred income tax provision (benefit) ( 160 ) 6,695

Payment-in-kind interest ( 23,715 ) 6,643

Impairment charge for intangible asset — 980

Other non-cash items, net ( 39 ) 211

1 unchanged sentence

Accounts receivable ( 10,847 ) ( 3,962 )

Settlement assets and obligations, net ( 61,570 ) 1,584

Prepaid expenses and other current assets ( 1,947 ) ( 296 )

Income taxes (receivable) payable ( 1,541 ) 6,026

Notes receivable ( 190 ) ( 398 )

4 unchanged sentences

Cash flows from investing activities:

Acquisition of business ( 34,507 ) —

Acquisitions of businesses, net of cash acquired ( 407,129 ) —

Proceeds from sale of business — 179,416

Additions to property, equipment and software ( 7,530 ) ( 6,011 )

Acquisitions of intangible assets ( 48,219 ) ( 4,415 )

Net cash used in investing activities ( 83,082 ) ( 7,535 )

Net cash (used in) provided by investing activities ( 462,878 ) 168,990

Cash flows from financing activities:

6 unchanged sentences

Senior preferred equity issuance fees and costs ( 8,098 ) —

Redemption of redeemable non-controlling interest of subsidiary — ( 5,654 )

Repurchases of common stock ( 1,023 ) —

Dividends paid to redeemable senior preferred stockholders ( 4,015 ) —

Redemptions of non-controlling interests of subsidiary ( 815 ) —

Profit distributions to redeemable non-controlling interests of subsidiaries ( 814 ) ( 45,348 )

Proceeds from exercise of stock options 1,190 —

Settlement and customer accounts obligations, net 396,338 ( 7,295 )

Net cash provided by (used in) financing activities 871,010 ( 171,056 )

Net change in cash and restricted cash:

Net (decrease) increase in cash and restricted cash ( 58,777 ) 535

Cash and restricted cash at beginning of period 88,120 50,465

Cash and restricted cash at end of period $ 29,343 $ 51,000

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Net change in cash and cash equivalents, and restricted cash:

Net increase in cash and cash equivalents, and restricted cash 405,565 8,365

Cash and cash equivalents, and restricted cash at beginning of period 88,120 50,465

Cash and cash equivalents, and restricted cash at end of period $ 493,685 $ 58,830

Supplemental cash flow information:

5 unchanged sentences

Notes receivable from sellers used as partial consideration for acquisitions $ 3,499 $ —

Reconciliation of cash and restricted cash:

Cash $ 11,111 $ 5,854

Reconciliation of cash and cash equivalents, and restricted cash:

Cash and cash equivalents $ 16,974 $ 21,695

Restricted cash 17,258 37,135

Total cash and restricted cash $ 29,343 $ 51,000

Customer accounts balances 459,453 —

Total cash and cash equivalents, and restricted cash $ 493,685 $ 58,830

See Notes to Unaudited Condensed Consolidated Financial Statements

Table of Content s

Priority Technology Holdings, Inc.

4 unchanged sentences

and its consolidated subsidiaries are referred to herein collectively as "Priority," "PRTH," the "Company," "we," "our" or "us," unless the context requires otherwise.

Priority is a provider of merchant acquiring, integrated payment software and commercial payment solutions.

Priority is a provider of merchant acquiring, integrated payment software, licensed money transmitter services and commercial payment solutions.

The Company operates on a calendar year ending each December 31 and on four calendar quarters ending on March 31, June 30, September 30 and December 31 of each year.

2 unchanged sentences

These Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States ("GAAP") for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").

The consolidated balance sheet as of December 31, 2020 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 but does not include all disclosures required by GAAP for annual financial statements.

In the opinion of the Company's management, all known adjustments necessary for a fair presentation of the results of the interim periods have been made.

These adjustments consist of normal recurring accruals and estimates that affect the carrying amount of assets and liabilities.

These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

The Condensed Consolidated Balance Sheet as of December 31, 2020 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 but does not include all disclosures required by GAAP for annual financial statements.

In the opinion of the Company's management, all known adjustments necessary for a fair presentation of the Unaudited Condensed Consolidated Financial Statements for interim periods have been made.

These adjustments consist of normal recurring accruals and estimates that affect the carrying amounts of assets and liabilities.

These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

Use of Estimates

1 unchanged sentence

Actual results could differ materially from those estimates.

In particular, the continued magnitude, duration and effects of the Coronavirus Disease ("COVID-19") pandemic are difficult to predict, and the ultimate effect could result in future charges related to the recoverability of assets, including financial assets, long-lived assets, goodwill, and other losses .

In particular, the continued magnitude, duration and effects of the COVID-19 pandemic are difficult to predict, and the ultimate effect could result in future charges related to the recoverability of assets, including financial assets, long-lived assets, goodwill and other losses .

Status as an Emerging Growth Company

1 unchanged sentence

The Company may remain an EGC until December 31, 2021.

However, if the Company's non-convertible debt issued within a rolling three-year period exceeds $1.0 billion, the Company would cease to be an EGC immediately, or if its revenue for any fiscal year exceeds $1.07 billion, the Company would cease to be an EGC as of the beginning of the following year.

However, if the Company's non-convertible debt issued within a rolling three-year period exceeds $1.0 billion, the Company would cease to be an EGC immediately, or if its revenues for any fiscal year exceed $1.07 billion, the Company would cease to be an EGC as of the beginning of the following year.

As an EGC, the Company is not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

1 unchanged sentence

As such, the Company's financial statements may not be comparable to companies that comply with public company effective dates.

Comprehensive Income (Loss)

For the three months and six months ended June 30, 2021 and June 30, 2020, the Company had no activities to report as components of other comprehensive income (loss).

Therefore, no separate Statement of Comprehensive Income (Loss) was

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prepared for any reporting period as the Company's net income (loss) from continuing operations comprises all of its comprehensive income (loss).

Foreign Currency

The Company's reporting currency is the U.S.

Assets and liabilities denominated in a foreign currency are translated into U.S.

dollars at the current exchange rate on the last day of the reporting period.

Revenues and expenses are translated using the

average exchange rate in effect during the reporting period.

Foreign exchange translation and transaction gains and losses were not material for the periods presented and are included in the Unaudited Condensed Consolidated Statements of Operations.

Comparability of Reporting Periods

Certain prior period amounts in these unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation, with no net effect on income from operations, income (loss) before income taxes, net income (loss), stockholders' deficit, or cash flows from operations, investing, or financing activities for any period presented.

Accounting Policies and New Accounting Standards Adopted

Simplifying the Accounting for Income Taxes (ASU 2019-12)

In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12, Simplifying the Accounting for Income Taxes , which is intended to enhance and simplify various aspects of the accounting for income taxes.

The amendments in this update remove certain exceptions to the general principles in ASC Topic 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

ASU 2019-12 also clarifies and amends existing guidance to improve consistency in application of the accounting for franchise taxes, enacted changes in tax laws or rates and transactions that result in a step-up in the tax basis of goodwill.

The adoption of ASU 2019-12 on January 1, 2021 did not have a material effect on our consolidated financial statements.

Certain prior period amounts in these Unaudited Condensed Consolidated Financial Statements have been reclassified to conform to the current period presentation, with no net effect on operating income, income (loss) before income taxes, net (loss) income, stockholders' deficit, or cash flows from operations, investing or financing activities for any period presented.

Recently Adopted Accounting Standards

Simplifying the Accounting for Income Taxes

In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, Simplifying the Accounting for Income Taxes , which is intended to enhance and simplify various aspects of the accounting for income taxes.

The amendments in this update remove certain exceptions to the general principles in Accounting Standards Codification ("ASC") Topic 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

ASU 2019-12 also clarifies and amends existing guidance to improve consistency in the application of the accounting for franchise taxes, enacted changes in tax laws or rates and transactions that result in a step-up in the tax basis of goodwill.

The adoption of ASU 2019-12 on January 1, 2021 did not have a material effect on our Unaudited Condensed Consolidated Financial Statements.

Recently Issued Accounting Standards Pending Adoption

The following standards are pending adoption and will likely apply to the Company in future periods based on the Company's current business activities.

Implementation Costs Incurred in Cloud Computing Arrangements (ASU 2018-15)

In August 2018, the FASB issued ASU 2018-15, Implementation Costs Incurred in Cloud Computing Arrangements , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).

As an EGC, this ASU is effective for the Company's annual reporting period beginning January 1, 2021, and will be effective for interim periods beginning in 2022.

Implementation Costs Incurred in Cloud Computing Arrangements

In August 2018, the FASB issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).

As an EGC, this update is effective for the Company's annual reporting period beginning January 1, 2021, and will be effective for interim periods beginning in 2022.

The amendments are applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption, and the Company has not yet made a determination to use the retrospective or prospective adoption method.

Based on current operations of the Company, the adoption of ASU 2018-15 is not expected to have a material effect on the Company's results of operations, financial position, or cash flows.

Reference Rate Reform (ASU 2020-04)

On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

This ASU provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financial Rate.

Based on current operations of the Company, the adoption of this update is not expected to have a material effect on the Company's results of operations, financial position or cash flows.

In February 2016, the FASB issued new lease accounting guidance in ASU 2016-02, Leases , which has been codified in ASC 842, Leases ("ASC 842").

The FASB subsequently issued several ASUs in 2017, 2018, 2019 and 2020 that include various amendments, improvements and changes to the effective dates of ASU 2016-02.

Under this new guidance, lessees will be required to recognize the following for substantially all leases:

i) a lease liability equal to the lessee's obligation to make lease payments arising from a lease, measured on a discounted basis and ii) a right-of-use ("ROU") asset which will represent the lessee's right to use, or control the use of, a specified asset for the lease term.

As an EGC, this standard is effective for the Company on January 1, 2022.

The Company is currently evaluating this standard and anticipates that the adoption of ASC 842 will require the Company to recognize non-current assets and liabilities for ROU assets and operating lease liabilities on its balance sheet, but it is not expected to have a material effect on the Company's results of operations or cash flows.

Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financial Rate.

Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met.

An entity that makes this election would not have to remeasure the contract at the modification date or reassess a previous accounting determination.

ASU 2021-01 ASU 2020-04 can be adopted at any time before December 31, 2022.

The provisions of ASU 2020-04 may impact the Company if future debt modifications or refinancings utilize one or more of the reference rates covered by the provisions of this ASU.

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Leases (ASC 842)

In February 2016, the FASB issued new lease accounting guidance in ASU No.

2016-02, Leases-Topic 842 , which has been codified in ASC 842, Leases .

Under this new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases):

1) a lease liability equal to the lessee's obligation to make lease payments arising from a lease, measured on a discounted basis and 2) a right-of-use asset which will represent the lessee's right to use, or control the use of, a specified asset for the lease term.

As an EGC, this standard is effective for the Company's annual and interim reporting periods beginning 2022.

The adoption of ASC 842 will require the Company to recognize non-current assets and liabilities for right-of-use assets and operating lease liabilities on its consolidated balance sheet, but it is not expected to have a material effect on the Company's results of operations or cash flows.

ASC 842 will also require additional footnote disclosures to the Company's consolidated financial statements.

Credit Losses (ASU 2016-13 and ASU 2018-19)

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments-Credit Losses Topic 326:

Measurement of Credit Losses on Financial Instruments .

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), Scope , which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.

These updates can be adopted at any time before December 31, 2022.

The Company is currently evaluating the potential impact that this ASU may have on the Consolidated Financial Statements.

Credit Losses

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments .

This new guidance will change how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments.

4 unchanged sentences

The standard will require entities to record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective.

The Company is currently evaluating the potential impact that ASU 2016-13 may have on the timing of recognizing future provisions for expected losses on the Company's accounts receivable and notes receivable.

The Company is currently evaluating the potential impact that this update may have on the timing of recognizing future provisions for expected losses on the Company's accounts receivable and notes receivable.

Since the Company is a Smaller Reporting Company ("SRC"), the Company must adopt this new standard no later than the beginning of 2023 for annual and interim reporting periods.

Goodwill Impairment Testing (ASU 2017-04)

In January 2017, the FASB issued ASU No.

2017-04, Intangibles-Goodwill and Other Topic 350:

Simplifying the Test for Goodwill Impairment .

ASU 2017-04 will eliminate the requirement to calculate the implied fair value of goodwill (i.e., step 2 of the current goodwill impairment test) to measure a goodwill impairment charge.

Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value (i.e., measure the charge based on the current step 1).

Goodwill Impairment Testing

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment , which will eliminate the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge.

Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value (i.e., measure the charge based on Step 1 of the current goodwill impairment test).

Any impairment charge will be limited to the amount of goodwill allocated to an impacted reporting unit.

ASU 2017-04 will not change the current guidance for completing Step 1 of the goodwill impairment test, and an entity will still be able to perform the current optional qualitative goodwill impairment assessment before determining whether to proceed to Step 1.

Upon adoption, the ASU will be applied prospectively.

This update will not change the current guidance for completing Step 1 of the goodwill impairment test, and an entity will still be able to perform the current optional qualitative goodwill impairment assessment before determining whether to proceed to Step 1.

Upon adoption, the update will be applied prospectively.

Since the Company is a SRC, the Company must adopt this new standard no later than the beginning of 2023 for annual and interim reporting periods.

The impact that ASU 2017-04 may have on the Company's financial condition or results of operations will depend on the circumstances of any goodwill impairment event that may occur after adoption.

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The impact that this update may have on the Company's financial condition or results of operations will depend on the circumstances of any goodwill impairment event that may occur after adoption.

Business Combinations

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires entities to recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASC 606, as if the acquirer had originated the contracts.

Generally this will result in the acquirer recognizing and measuring the acquired contract assets and liabilities consistent with how they had been recognized and measured by the acquiree.

This update is effective for the Company on January 1, 2023, including interim periods within those fiscal years.

The impact that this ASU may have on the Company's Consolidated Financial Statements will depend on the circumstances of any business combination that may occur after adoption.

Finxera Acquisition

On September 17, 2021 (the "Closing Date"), the Company completed its acquisition of 100% of the equity interests of Finxera Holdings, Inc.

Finxera is a provider of deposit account management and licensed money transmitter services in the United States.

The acquisition will allow the Company to offer clients turn-key merchant services, payment facilitation, card issuing, automated payables, virtual banking, e-wallet tools, risk management, underwriting and compliance on a single platform.

The preliminary purchase price is $ 407.0 million and is subject to customary adjustments including final purchase accounting and working capital adjustments.

The transaction was funded with the Company's cash on hand, proceeds from the issuance of the redeemable senior preferred stock and debt, and the issuance of common equity shares to the sellers.

The acquisition was accounted for as a business combination using the acquisition method of accounting, under which the assets acquired and liabilities assumed were recognized at their fair values as of the Closing Date, with the excess of the fair value of consideration transferred over the fair value of the net assets acquired recognized as goodwill.

The fair values of the assets acquired and liabilities assumed as of the Closing Date were estimated by management based on the valuation of the Finxera business using the discounted cash flow method and other factors specific to certain assets and liabilities.

The preliminary purchase price allocation is set forth in the table below and is expected to be finalized as soon as practicable, but no later than one year from the Closing Date.

(in thousands)

Consideration:

Cash $ 379,220

Equity instruments (1)

cash and restricted cash acquired ( 6,598 )

Total purchase consideration, net of cash and restricted cash acquired $ 407,010

Recognized amounts of assets acquired and liabilities assumed:

Accounts receivable $ 385

Prepaid expenses and other current assets 5,963

Current portion of notes receivable 784

Settlement assets and customer account balances 498,811

Property, equipment and software, net 411

Goodwill 252,062

Intangible assets, net (2)

Other non-current assets 955

Accounts payable and accrued expenses ( 7,837 )

Settlement and customer account obligations ( 498,811 )

Deferred income taxes, net ( 43,395 )

Other non-current liabilities ( 5,208 )

Total purchase consideration $ 407,010

(1) The fair value of the 7,551,354 shares of PRTH common stock that were issued was determined based on their market price at the time of closing adjusted for an appropriate liquidity discount due to trading restrictions under Securities Rule 144.

(2) The intangible assets acquired consist of $ 148.4 million for referral partner relationships, $ 36.0 million for technology, $ 16.4 million for customer relationships and $ 2.1 million for money transmitter licenses.

Goodwill of $ 252.1 million arising from the acquisition primarily consists of the expected synergies and other benefits from combining operations.

Approximately $ 10.4 million of the goodwill attributable to the acquisition is expected to be deductible for income tax purposes.

The goodwill was allocated 100 % to the Company's Integrated Partners reportable segment.

The Company's Unaudited Condensed Consolidated Financial Statements include the operating results of Finxera from the Closing Date through September 30, 2021, which are reported as part of the Integrated Partners reportable segment.

Revenues and operating income from Finxera during this period were $ 3.0 million and $ 1.0 million, respectively.

For the three and nine months ended September 30, 2021 we incurred $ 0.6 million and $ 9.2 million, respectively, in acquisition related costs, which primarily consisted of consulting, legal, accounting and valuation expenses.

These expenses were recorded in selling, general and administrative expenses in the Company's Unaudited Condensed Consolidated Statements of Operations.

The following unaudited pro forma financial information presents results as if the acquisition occurred on January 1, 2020.

The historical consolidated financial information of the Company and Finxera has been adjusted in the pro forma information to give effect to pro forma events that are directly attributable to the transaction and are factually supportable.

Acquisition related costs of $ 38.8 million and $ 1.0 million for the nine months ended September 30, 2021 and the nine months ended September 30, 2020, respectively, are excluded from the pro forma information.

The unaudited pro forma results do not reflect events that have occurred or may occur after the transaction, including the impact of any synergies expected to result from the acquisition.

Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transaction occurred on January 1, 2020, nor is it necessarily an indication of future operating results.

(in thousands, except per share amounts) Nine Months Ended September 30,

Revenues $ 420,499 $ 352,526

Operating income $ 58,290 $ 37,381

Other Acquisitions

Based on their purchase prices and pre-acquisition operating results and assets, none of the other businesses acquired by the Company in 2021, as described below, met the materiality requirements for pro forma disclosures individually or collectively.

Wholesale Payments, Inc.

On April 28, 2021, a subsidiary of the Company completed its acquisition of certain residual portfolio rights for a purchase price of $ 42.4 million and $ 24.8 million of post-closing payments and earn-out payments based on meeting certain attrition thresholds over a three-year period from the date of acquisition.

The transaction did not meet the definition of a business, therefore it was accounted for as an asset acquisition under which the cost of the acquisition was allocated to the acquired assets based on relative fair values.

As of September 30, 2021, the sellers earned $ 3.8 million of the $ 24.8 million, which was paid during the third quarter of 2021, increasing the total purchase price recorded at September 30, 2021 to $ 46.2 million, which was recorded to residual buyout intangible assets with a seven-year useful life amortized on a straight-line basis.

As this is an asset acquisition, additional purchase price is accounted for when payment to the seller becomes probable and is added to the carrying value of the asset.

The seller's note payable to the Company of $ 3.0 million and an advance of $ 2.0 million outstanding at the time of the purchase was netted against the initial purchase price, resulting in cash of $ 41.2 million being paid by the Company to the seller, which was funded from cash proceeds from the issuance of the redeemable senior preferred stock and cash on hand.

C&H Financial Services, Inc.

On June 25, 2021, a subsidiary of the Company acquired certain assets and assumed certain related liabilities under an asset purchase agreement.

The acquisition was accounted for as a business combination using the acquisition method of accounting.

Prior to this acquisition, the business was an Independent Sales Organization ("ISO") partner of the Company where it developed expertise in software-integrated payment services, as well as marketing programs for specific verticals such as automotive and youth sports.

This business is reported within the Company's Consumer Payments reportable segment.

The initial purchase price for the net assets was $ 35.0 million in cash and a total purchase price of not more than $ 60.0 million

including post-closing payments and earn-out payments based on certain gross profit and revenue achievements over a three-year period from the date of acquisition.

The acquisition date fair value of the contingent consideration was $ 4.7 million, which increased the total purchase price to $ 39.7 million.

The seller's note payable to the Company of $ 0.5 million at the time of purchase was netted against the initial purchase price, resulting in cash of $ 34.5 million being paid by the Company to the seller, which was funded from a $ 30.0 million draw down of the revolving credit facility under the Credit Agreement held by the Company and $ 4.5 million cash on hand.

The purchase price was allocated to merchant portfolio intangible assets with a ten-year useful life amortized on a straight-line basis, fixed assets and other current assets, and goodwill.

Transaction costs were not material and were expensed.

The preliminary purchase price allocation is set forth in the table below and is expected to be finalized as soon as practicable, but no later than one year from the acquisition date.

(in thousands)

Accounts receivable $ 214

Prepaid expenses and other current assets 209

Property, equipment and software, net and other current assets 283

Goodwill 13,808

Intangible assets, net 25,400

Other non-current liabilities ( 214 )

Total purchase price $ 39,700

The goodwill for the Wholesale Payments, Inc.

asset acquisition and the C&H Financial Services, Inc.

business combination is deductible by the Company for income tax purposes.

For all periods presented, substantially all of the Company's revenues from services were recognized over time.

Revenues and commissions earned from the sales of payment equipment were typically recognized at a point in time.

The following table presents a disaggregation of the Company's consolidated revenues by type, and the relationships to the Company's reportable segments, for the three months and six months ended June 30, 2021 and June 30, 2020:

(in thousands) Three Months Ended June 30, Six Months Ended June 30,

Revenues earned from the sales of payment equipment were typically recognized at a point in time.

The following table presents a disaggregation of the Company's consolidated revenues by type, followed by a description of the relationship of these types of revenues to the Company's reportable segments, for the three and nine months ended September 30, 2021 and September 30, 2020:

(in thousands) Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

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Total revenues $ 132,542 $ 108,962 $ 370,853 $ 298,251

Revenues earned in these disaggregated categories consist of following:

Revenues earned in these disaggregated categories consists of the following:

• Merchant card fees - revenues related to discount rates and interchange fees earned from payment services provided by the Company's Consumer Payments, Commercial Payments and Integrated Partners segments.

• Outsourced services and other services - business process outsourcing services provided by our Commercial Payments segment primarily to certain business customers of American Express, auxiliary services provided primarily to customers in the Company's Integrated Partners segment, and revenue from Automated Clearing House ("ACH") services.

• Outsourced services and other services - business process outsourcing services and revenues from Automated Clearing House (ACH) services, services provided to certain business customers of American Express and auxiliary services provided by our Commercial Payments segment.

The Integrated Partners segment includes revenues from licensed money transmitter services.

• Equipment - revenues from sales of point-of-sale equipment and other payment-processing equipment sold to customers in the Company's Consumer Payments segment.

Transaction Price Allocated to Future Performance Obligations

ASC 606, Revenue Recognition ASU 606, requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations.

ASC 606, Revenue from Contracts with Customers ("ASC 606"), requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations.

However, as allowed by ASC 606, the Company has elected to exclude from this disclosure any contracts with an original duration of one year or less and any variable consideration that meets specified criteria.

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The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one year is not material.

Contract Costs

For new, renewed, or anticipated contracts with customers, the Company does not incur material amounts of incremental costs to obtain such contracts, as those costs are defined by ASC 340-40, Related Costs to Obtain or Fulfill a Contract with Customers ASU 340-40.

Fulfillment costs, as defined by ASC 340-40, typically benefit only the period (typically a month in duration) in which they are incurred and therefore are expensed in the period incurred (i.e., not capitalized) unless they meet criteria to be capitalized under other accounting guidance.

The Company pays commissions to most of its Independent Sales Organizations ("ISO"), and for certain ISOs the Company also pays (through a higher commission rate) them to provide customer service and other services directly to our merchant

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The ISO is typically an independent contractor or agent of the Company.

Although certain ISOs may have merchant portability rights, the merchant meets the definition of a customer for the Company even if the ISO has merchant portability rights.

Since payments to ISOs are dependent substantially on variable merchant payment volumes generated after the merchant enters into a new or renewed contract, these payments to ISOs are not deemed to be a cost to acquire a new contract since the ISO payments are based on factors that will arise subsequent to the event of obtaining a new or renewed contract.

Also, payments to ISOs pertain only to a specific month’s activity.

For payments made, or due, to an ISO, the expenses are reported within income from operations on our statements of operations.

The Company from time-to-time may elect to buy out all or a portion of an ISO’s rights to receive future commission payments related to certain merchants.

Amounts paid to the ISO for these residual buyouts are capitalized by the Company under the accounting guidance for intangible assets.

Contract Assets and Contract Liabilities

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Contract liabilities represent consideration received from customers in excess of revenues recognized.

Material contract assets and liabilities are presented net at the individual contract level in the consolidated balance sheet and are classified as current or noncurrent based on the nature of the underlying contractual rights and obligations.

Supplemental balance sheet information related to contracts from customers as of June 30, 2021 and December 31, 2020 was as follows:

(in thousands) Consolidated Balance Sheet Location June 30, 2021 December 31, 2020

Material contract assets and liabilities are presented net at the individual contract level in the Company's Unaudited Condensed Consolidated Balance Sheets and are classified as current or non-current based on the nature of the underlying contractual rights and obligations.

Supplemental balance sheet information related to contracts from customers as of September 30, 2021 and December 31, 2020 was as follows:

(in thousands) Consolidated Balance Sheet Location September 30, 2021 December 31, 2020

Contract liabilities, net (current) Customer deposits and advance payments $ 1,494 $ 1,494

The balances for the contract liabilities were approximately $ 1.6 million, $ 1.7 million and $ 1.9 million at June 30, 2020, March 31, 2020 and January 1, 2020 respectively.

The changes in the balances during the three months and six months ended June 30, 2021 and June 30, 2020 were due to the timing of advance payments received from the customer.

Substantially all of these balances are recognized as revenue within twelve months .

Net contract assets were not material for any period presented.

Impairment losses recognized on receivables or contract assets arising from the Company's contracts with customers were not material for the three months and six months ended June 30, 2021 and June 30, 2020.

SETTLEMENT ASSETS AND OBLIGATIONS

Impairment losses recognized on receivables or contract assets arising from the Company's contracts with customers were not material for the three and nine months ended September 30, 2021 and September 30, 2020.

Settlement Assets and Customer Account Balances and Related Obligations

Consumer Payments Segment

In the Company's Consumer Payments reportable segment, funds settlement refers to the process of transferring funds for sales and credits between card issuers and merchants.

The standards of the card networks restrict non-members, such as the Company, from performing funds settlement or accessing merchant settlement funds.

Instead, these funds must be in the possession of a member bank until the merchant is funded.

The Company has agreements with member banks which allow the Company to route transactions under the member bank's control to clear transactions through the card networks.

Timing differences, interchange fees, merchant reserves and exception items cause differences between the amounts received from the card networks and the amounts funded to the merchants.

The standards of the card networks requires possession of funds during the settlement process to be with a member bank which controls the clearing transactions.

Since settlement funds are required to be in the possession of a member bank until the merchant is funded, these funds are not assets of the Company and the associated obligations related to these funds are not liabilities of the Company.

Therefore, neither is recognized in the Company's Consolidated Balance Sheets.

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Member banks held merchant funds of $ 120.9 million and $ 103.8 million at June 30, 2021 and December 31, 2020, respectively.

Member banks held merchant funds of $ 113.8 million and $ 103.8 million at September 30, 2021 and December 31, 2020, respectively.

Exception items include items such as customer chargeback amounts received from merchants and other losses.

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If the Company is ultimately unable to collect amounts from the merchants for any charges or losses due to merchant fraud, insolvency, bankruptcy or any other reason, it may be liable for these charges.

In order to mitigate the risk of such liability, the Company may (1) require certain merchants to establish and maintain reserves designed to protect the Company from such charges or losses under its risk-based underwriting policy and (2) engage with certain ISOs in partner programs in which the ISOs assume liability for these charges or losses.

In order to mitigate the risk of such liability, the Company may (1) require certain merchants to establish and maintain reserves designed to protect the Company from such

charges or losses under its risk-based underwriting policy and (2) engage with certain ISOs in partner programs in which the ISOs assume liability for these charges or losses.

A merchant reserve account is funded by the merchant and held by the member bank during the term of the merchant agreement.

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Exception items that the Company is still attempting to collect from the merchants through the funds settlement process or merchant reserves are recognized as settlement assets in the Company's Consolidated Balance Sheets, with an offsetting reserve for those amounts the Company estimates it will not be able to recover.

Expenses for actual and estimated merchant losses for the three months and six months ended June 30, 2021 were $ 0.6 million and $ 1.0 million, respectively.

Expenses for actual and estimated merchant losses for the three months and six months ended June 30, 2020 were $ 1.2 million and $ 2.1 million, respectively.

Expenses for merchant losses for the three and nine months ended September 30, 2021 were $ 0.6 million and $ 1.6 million, respectively.

Expenses for merchant losses for the three and nine months ended September 30, 2020 were $ 1.5 million and $ 3.6 million, respectively.

Commercial Payments Segment

In the Company’s Commercial Payments segment, the Company earns revenue from certain of its services by processing transactions for financial institutions and other business customers.

In the Company's Commercial Payments segment, the Company earns revenues from certain of its services by processing transactions for financial institutions and other business customers.

Customers transfer funds to the Company, which are held in either company-owned bank accounts controlled by the Company or bank-owned For the Benefit Of ("FBO") accounts controlled by the banks, until such time as the transactions are settled with the customer payees.

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Amounts due to customer payees that are held in bank-owned FBO accounts are not assets of the Company and the associated obligations related to these funds are not liabilities of the Company;

therefore, neither is recognized in the Company’s consolidated balance sheets.

Bank-owned FBO accounts held funds of $ 57.9 million at June 30, 2021, which was the result of a transfer of customer restricted cash from Company-owned bank accounts to bank-owned FBO accounts due to a change in our business practice for certain types of customer deposits and cash advance payments.

Company-owned bank accounts held $ 11.3 million at June 30, 2021 and $ 72.9 million at December 31, 2020;

therefore, these cash balances are included within restricted cash and settlement obligations in the Company’s consolidated balance sheets.

The Company's settlement assets and obligations at June 30, 2021 and December 31, 2020 were as follows:

(in thousands) June 30, 2021 December 31, 2020

therefore, neither is recognized in the Company's Unaudited Consolidated Balance Sheets.

Bank-owned FBO accounts held funds of $ 86.7 million at September 30, 2021, which was the result of a transfer of customer restricted cash from Company-owned bank accounts to bank-owned FBO accounts due to a change in our business practice for certain types of customer deposits and cash advance payments.

Company-owned bank accounts held $ 8.3 million at September 30, 2021 and $ 72.9 million at December 31, 2020;

which are included within restricted cash and settlement obligations in the Company's Unaudited Condensed Consolidated Balance Sheets.

Integrated Partners Segment

In the Company's Integrated Partners segment, revenue is derived primarily from enrollment fees, monthly subscription fees, transaction-based fees and licensed money transmitter services fees.

As part of its licensed money transmitter services, the Company accepts deposits from consumers and subscribers which are held in bank accounts maintained by the Company on behalf of consumers and subscribers.

After accepting deposits, the Company is allowed to invest available balances in these accounts in certain permitted investments, and the return on such investments contributes to the Company's net cash inflows.

These balances are payable on demand and therefore, the Company recorded these balances and related obligations as current assets and current liabilities.

The nature of these balances are cash and cash equivalents but they are not available for day-to-day operations of the Company.

Therefore, the Company has classified these balances as settlement assets and customer account balances and the related obligations as settlement and customer account obligations in the Company's Unaudited Condensed Consolidated Balance Sheets.

The Company's settlement assets and customer account balances and settlement and customer account obligations at September 30, 2021 and December 31, 2020 were as follows:

(in thousands) September 30, 2021 December 31, 2020

Settlement Assets:

Card settlements due from merchants, net of estimated losses $ 862 $ 753

Settlement Obligations:

Customer Account Balances:

Cash and cash equivalents 459,453 —

Time deposits 20,000 —

Total settlement assets and customer account balances $ 480,315 $ 753

Settlement and Customer Account Obligations:

Customer account obligations $ 479,453 $ —

Due to customer payees 9,873 72,878

Based on their purchase prices and pre-acquisition operating results and assets, none of the businesses acquired by the Company in 2021, as described below, met the materiality requirements for pro forma disclosures.

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Pending Merger with Finxera

On March 5,2021, we announced that we entered into a Merger Agreement (the "Merger Agreement") with Finxera Holdings, Inc.

("Finxera"), Prime Warrior Acquisition Corp., an indirect wholly owned subsidiary of the Company ("Merger Sub") and, solely in its capacity as the representative of the stockholders or option holders of Finxera (the "Equityholder Representative"), and Stone Point Capital, LLC in which Priority will acquire, via merger, the Finxera business.

Finxera is a provider of deposit account management payment processing services to the debt settlement industry in the United States.

The Merger Agreement provides that, among other things and on the terms and subject to the conditions of the Merger Agreement, (a) Merger Sub will merge with and into Finxera (the "Merger"), with the separate existence of Merger Sub ceasing and Finxera continuing as the surviving entity of the Merger;

(b) at the effective time of the Merger (the "Effective Time") each share of common stock, par value $ 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, par value $ 0.01 per share, of the Surviving Entity;

and (c) the shares of common stock of Finxera designated as "Class A Common Stock", "Class B Common Stock" and preferred stock "Series C Participating Preferred Stock" issued and outstanding immediately prior to the closing of the transactions contemplated by the Merger Agreement (the "Closing") will be converted into rights to receive certain cash and stock consideration and a contingent right to receive a portion of any payments made following the determination of the purchase price adjustments (a "Deferred Payment").

Consideration for the Merger will consist of a combination of cash and stock, with the purchase price comprising (a) $ 425.0 million, plus (b) the aggregate value of the current assets of the Finxera and each of its subsidiaries (the "Group Companies") less the aggregate value of the current liabilities of the Group Companies, in each case, determined on a consolidated basis without duplication, as of the close of business on the business day immediately preceding the date of the Closing (which may be a positive or negative number), plus (c) the sum of all cash and cash equivalents of the Group Companies as of the close of business on the business day immediately preceding the date of the Closing, minus (d) the amount of indebtedness of the Group Companies as of the close of the business day immediately prior to the date of the Closing, minus (e) the amount of unpaid transaction expenses, minus (f) 25 % of the earnings of the Group Companies during the period between the signing of the Merger Agreement and the Closing.

Each option to purchase one or more shares of Class B Common Stock of Finxera issued pursuant to the Finxera Holdings, Inc.

2018 Equity Incentive Plan (the "Company Options"), vested as of immediately prior to the Closing (the "Vested Company Option"), that is issued and outstanding immediately prior to the Closing will be deemed to be exercised and converted into the right to receive a cash payment with respect to such Vested Company Option and a contingent right to receive a portion of any Deferred Payments.

This transaction is expected to close in the third quarter of 2021.

Asset Acquisition

On April 28, 2021, a subsidiary of the Company completed an asset acquisition of certain residual portfolio rights for a purchase price of $ 42.4 million and $ 24.8 million of post-closing payments and earn-out payments based on meeting certain attrition thresholds over a three-year period from the date of acquisition.

As of June 30, 2021, the sellers earned $ 3.8 million of the $ 24.8 million, which was accrued at June 30, 2021, increasing the total purchase price recorded at June 30, 2021 to $ 46.2 million, which was recorded to residual buyout intangible assets with a seven-year useful life amortized on a straight-line basis.

In addition to the $ 24.8 million, there is a further earn-out opportunity based on a percentage of annual portfolio performance in excess of targets for five years from the date of acquisition.

As this is an asset acquisition, additional purchase price is accounted for when payment to the seller becomes probable and is added to the carrying value of the asset.

The seller’s note payable to the Company of $ 3.0 million and an advance of $ 2.0 million outstanding at the time of the purchase was netted against the initial purchase price, resulting in cash of $ 37.4 million being paid by the Company to the seller at closing, which was funded from cash proceeds of the Securities Purchase Agreement executed on April 27, 2021 (refer to Note 9, Redeemable Senior Preferred Stock and Warrants).

This asset acquisition became part of the Company's Consumer Payments reportable segment.

Transaction costs were not material and were expensed.

Simultaneous with the purchase of the residual portfolio rights, the Company and the seller entered into a five-year processing agreement whereby the seller shall refer prospective new merchants to the Company in exchange for commissions and up to an additional $ 11.2 million for achieving certain targets for

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new merchant accounts over specified periods of time.

This processing agreement is exclusive for years one through three and has minimum requirements for years four and five .

Business Combination

On June 25, 2021, a subsidiary of the Company acquired certain assets and assumed certain related liabilities under an asset purchase agreement.

The purchase of these net assets was deemed a business under ASC 805.

Prior to this acquisition, the business was an ISO partner of the Company where it developed expertise in software-integrated payment services, as well as marketing programs for specific verticals such as automotive and youth sports.

This business is reported within the Company's Consumer Payments reportable segment.

The initial purchase price for the net assets was $ 35.0 million in cash and a total purchase price of not more than $ 60.0 million including post-closing payments and earn-out payments based on certain gross profit and revenue achievements over a three-year period from the date of acquisition.

The seller's note payable to the Company of $ 0.5 million at the time of purchase was netted against the initial purchase price, resulting in cash of $ 34.5 million being paid by the Company to the seller, which was funded from a $ 30.0 million draw down of the revolving credit facility under the Credit Agreement and held by the Company and $ 4.5 million cash on hand.

The initial consideration included $ 17.3 million recorded in merchant portfolio intangible assets with a ten-year useful life amortized on a straight-line basis, $ 0.5 million recorded in fixed assets and other current assets, and $ 17.3 million recorded in goodwill.

The initial assignment of consideration is subject to revision during the measurement period of up to one year from the acquisition date.

Transaction costs were not material and were expensed.

The goodwill and intangibles for acquisitions that have closed as of June 30, 2021 are deductible by the Company for income tax purposes.

Total settlement and customer account obligations $ 489,326 $ 72,878

Disposal of Business

On September 1, 2020, Priority Real Estate Technology LLC ("PRET"), a majority-owned and consolidated subsidiary of the Company, entered into an asset purchase agreement (the "Sale Agreement") with MRI Payments LLC and MRI Software LLC (together, "MRI" or the buyer) to sell certain assets and certain associated obligations of the real estate services business.

The sale was completed on September 22, 2020 after receiving regulatory approval, resulting in a gain of $ 107.2 million as follows:

(in thousands)

Gross cash consideration from buyer $ 180,000

working capital adjustment paid in cash ( 584 )

Net proceeds from buyer 179,416

Transaction costs incurred ( 5,383 )

Intangible assets ( 62,158 )

Other assets sold, net of obligations assumed ( 716 )

Goodwill assigned to business sale ( 2,683 )

Other intangible assets ( 1,237 )

Pre-tax gain on sale of business $ 107,239

PRET is a limited liability company and is a pass-through entity for income tax purposes.

Income tax expenses associated with the gain attributable to the stockholders of the Company were estimated to be approximately $ 12.3 million.

Allocation of net proceeds, after transaction costs, to the PRET members included return of each member's invested capital in PRET and excess proceeds were distributed in accordance with the distribution provisions of the PRET LLC governing agreement.

The Company's invested capital amounted to $ 71.8 million, which included the assets sold, goodwill and other intangible assets.

The non-controlling interest's ("NCI") invested capital was $ 5.7 million.

Approximately $ 51.4 million and $ 45.1 million of the excess proceeds were distributed to the Company and the NCI, respectively.

The initial allocation of net proceeds remained subject to final adjustment with the PRET members at December 31, 2020.

During the first quarter of 2021, it was determined that an additional $ 0.5 million of the excess proceeds was due to the NCI, which was included in other expenses, net in the Unaudited Condensed Consolidated Statement of Operations.

Pro Forma Information

The following pro forma information is provided for the business (the RentPayment component) that was sold under the Sale Agreement, excluding the gain recognized on the sale transaction:

(in thousands) Three Months Ended September 30, Nine Months Ended September 30,

Revenues $ 3,883 $ 12,118

Operating income (1)

$ 307 $ 1,805

Net income (2)

$ 259 $ 1,765

Net income attributable to the stockholders of Priority Technology Holdings, Inc.

$ 259 $ 1,765

Income per common share for stockholders of Priority Technology Holdings, Inc.

- Basic and Diluted (3)

(1) Historical financial results are not being reported as discontinued operations.

(2) Pro forma income tax expense is based on the following consolidated effective tax rates of Priority Technology Holdings, Inc.:

15.5 % for the three months ended September 30, 2020;

2.2 % for the nine months ended September 30, 2020.

These rates exclude the effect of the $ 107.2 million gain on the sale recognized during the nine months ended September 30, 2020.

(3) Prior to the September 2020 sale transaction that resulted in the gain on the sale, no earnings or losses of the PRET LLC were attributable to the NCIs of PRET.

Goodwill and Other Intangible Assets

The Company records goodwill when an acquisition is made and the purchase price is greater than the fair value assigned to the underlying separately-identifiable tangible and intangible assets acquired and the liabilities assumed.

All of the Company's goodwill was allocated to the Company's Consumer Payments reporting unit at June 30, 2021 and December 31, 2020.

The Company considered the market conditions for triggering events including those generated by the COVID-19 pandemic and concluded that there were no indicators of impairment for the goodwill of the Consumer Payments reporting unit for the three months and six months ended June 30, 2021.

The Company's goodwill relates to the following reporting units at September 30, 2021 and December 31, 2020.

(in thousands) September 30, 2021 December 31, 2020

Consumer Payments $ 120,640 $ 106,832

Integrated Partners 252,062 —

Total $ 372,702 $ 106,832

The following table summarizes the changes in the carrying value of goodwill for the periods ended September 30, 2021 and December 31, 2020:

(in thousands) Amount

Balance at December 31, 2020 $ 106,832

Changes in the value of goodwill —

Balance at March 31, 2021 106,832

C&H Financial Services, Inc.

acquisition 17,246

Balance at June 30, 2021 124,078

Measurement period adjustment from C&H Financial Services, Inc.

acquisition ( 3,438 )

Finxera acquisition 252,062

Balance at September 30, 2021

The Company considered the market conditions for triggering events including those generated by the COVID-19 pandemic and concluded that there were no indicators of impairment of the Company's goodwill for the three and nine months ended September 30, 2021.

The Company tests goodwill for impairment on an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit may be below its carrying value.

The Company will continue to monitor triggering events including the economic impact of COVID-19 on its ongoing assessment of goodwill.

The Company expects to perform its next annual goodwill impairment test during the fourth quarter of 2021 using market data and discounted cash flow analysis.

The Company concluded there was no impairment as of June 30, 2021 or December 31, 2020.

As such, there was no accumulated impairment loss as of June 30, 2021 and December 31, 2020.

See Note 4, Acquisitions, for information about goodwill recorded in the three months ended June 30, 2021 related to the business combination.

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The Company expects to perform its next annual goodwill impairment test during the fourth quarter of 2021 using market data and a discounted cash flow analysis.

The Company concluded there was no impairment as of September 30, 2021 or December 31, 2020.

As such, there was no accumulated impairment loss as of September 30, 2021 and December 31, 2020.

Other Intangible Assets

The Company's other intangible assets include acquired merchant portfolios, customer relationships, ISO relationships, trade names, technology, and residual buyouts.

As of June 30, 2021 and December 31, 2020, intangible assets consisted of the following:

(in thousands) June 30, 2021 December 31, 2020

As of September 30, 2021 and December 31, 2020, intangible assets consisted of the following:

September 30, 2021 Weighted Average Useful Life (Years)

(in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value

Other intangible assets:

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Residual buyouts (1)

125,840 ( 51,160 ) 74,680 6.4

Non-compete agreements (2)

3,390 ( 3,390 ) — 0.0

Trade names 2,870 ( 1,830 ) 1,040 11.6

Technology (2)

ISO relationships 15,200 15,200

50,390 ( 14,164 ) 36,226 9.8

ISO and referral partner relationships 168,800 ( 8,597 ) 160,203 13.8

Money transmitter licenses (3)

2,090 — 2,090

Total gross carrying value $ 521,262 $ ( 174,567 ) $ 346,695

Less accumulated amortization:

(1) Additions to Residual buyouts were offset by certain assets that became fully amortized in 2021, but are still in service.

(2) Certain assets in the group became fully amortized in 2021, but are still in service.

(3) These assets have an indefinite useful life.

December 31, 2020 Weighted Average Useful Life (Years)

(in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value

Other intangible assets:

Merchant portfolios $ 55,816 $ ( 19,471 ) $ 36,345 5.5

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ISO relationships 15,200 ( 7,319 ) 7,881 23.7

Total accumulated amortization ( 164,375 ) ( 148,708 )

Accumulated allowance for impairment ( 1,753 ) ( 1,753 )

Net carrying value $ 145,836 $ 98,057

Amortization expense for finite-lived intangible assets was $ 8.7 million and $ 15.7 million for the three months and six months ended June 30, 2021, respectively, and $ 8.4 million and $ 16.9 million for the three months and six months ended June 30, 2020, respectively.

Total gross carrying value $ 246,765 $ ( 148,708 ) $ 98,057

Amortization expense for finite-lived intangible assets was $ 10.2 million and $ 25.9 million for the three and nine months ended September 30, 2021, respectively, and $ 8.3 million and $ 25.2 million for the three and nine months ended September 30, 2020,

respectively.

Amortization expense for future periods could differ due to new intangible asset acquisitions, changes in useful lives of existing intangible assets and other relevant events or circumstances.

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This impairment was the result of diminished cash flows generated by the merchant portfolio.

The Company also considered the market conditions generated by the COVID-19 pandemic and concluded that there were no additional impairment indicators present at June 30, 2021.

See Note 4, Acquisitions, for information about other intangible assets recorded in the three months ended June 30, 2021 related to an asset acquisition and a business combination, and see Note 11 , Commitments and Contingencies, for information about contingent consideration related to an acquisition consummated in 2019.

The Company also considered the market conditions generated by the COVID-19 pandemic and concluded that there were no additional impairment indicators present at September 30, 2021.

Property, Equipment and Software

The Company's property, equipment, and software balance primarily consists of furniture, fixtures, and equipment used in the normal course of business, computer software developed for internal use, and leasehold improvements.

Computer software

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represents purchased software and internally developed back office and merchant interfacing systems used to assist the reporting of merchant processing transactions and other related information.

A summary of property, equipment, and software as of June 30, 2021 and December 31, 2020 follows:

(in thousands) June 30, 2021 December 31, 2020

Property, equipment and software as of September 30, 2021 and December 31, 2020 consisted of the following:

(in thousands) September 30, 2021 December 31, 2020

Furniture and fixtures $ 2,883 $ 2,795

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Leasehold improvements 6,360 6,250

69,036 63,581

Less accumulated depreciation ( 44,791 ) ( 40,706 )

Property, equipment and software 71,825 63,581

accumulated depreciation ( 46,910 ) ( 40,706 )

Property, equipment and software, net $ 24,915 $ 22,875

Depreciation expense for property, equipment, and software totaled $ 2.0 million and $ 4.1 million for the three months and six months ended June 30, 2021, respectively, and $ 1.9 million and $ 3.7 million for the three months and six months ended June 30, 2020, respectively.

Computer software represents purchased software and internally developed back office and merchant interfacing systems used to assist with the reporting of merchant processing transactions and other related information.

Depreciation expense for property, equipment and software totaled $ 2.2 million and $ 6.3 million for the three and nine months ended September 30, 2021, respectively, and $ 2.0 million and $ 5.7 million for the three and nine months ended September 30, 2020, respectively.

Accounts Payable and Accrued Expenses

The Company accrues for certain expenses that have been incurred and not paid, which are classified within accounts payable and accrued expenses in the accompanying consolidated balance sheets.

The components of accounts payable and accrued expenses that exceeded five percent of total current liabilities at either June 30, 2021 or December 31, 2020 consisted of the following:

(in thousands) June 30, 2021 December 31, 2020

Accounts payable - trade $ 6,094 $ 4,308

The components of accounts payable and accrued expenses that exceeded five percent of total current liabilities at either September 30, 2021 or December 31, 2020 consisted of the following:

(in thousands) September 30, 2021 December 31, 2020

Accrued expenses 18,752 14,451

Accrued card network fees 9,775 8,041

$ 15,599 $ 12,349

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Debt Obligations

Outstanding debt obligations as of June 30, 2021 and December 31, 2020 consisted of the following:

(in thousands) June 30, 2021 December 31, 2020

Outstanding debt obligations as of September 30, 2021 and December 31, 2020 consisted of the following:

(in thousands) September 30, 2021 December 31, 2020

Credit and Guaranty Agreement:

Term facility - Matures April 27, 2027 and bears interest at LIBOR (with a LIBOR "floor" of 1.00 %) plus 5.75 % at June 30, 2021 (actual rate of 6.75 % at June 30, 2021)

Term facility - matures April 27, 2027, interest rate of 6.75 % at September 30, 2021

$ 618,450 $ —

Revolving credit facility - $ 40.0 million line, matures April 27, 2026 and bears interest at LIBOR (with a LIBOR "floor" of 1.00 %) plus 4.75 % at June 30, 2021 (actual rate of 5.75 % at June 30, 2021)

Revolving credit facility - $ 40.0 million line, matures April 27, 2026, interest rate of 5.75 % at September 30, 2021

Senior Credit Agreement:

Term facility - Original maturity at January 3, 2023 and bore interest at LIBOR (with a LIBOR "floor" of 1.00 % beginning March 18, 2020) plus 6.50 % at December 31, 2020 (actual rate of 7.50 % at December 31, 2020)

Term Loan - Subordinated, original maturity at July 3, 2023 and bore interest at 5.00 % plus an applicable margin (actual rate of 12.50 % at December 31, 2020)

Term facility - Original maturity at January 3, 2023, interest rate of 7.50 % at December 31, 2020

Term Loan - Subordinated, original maturity at July 3, 2023, interest rate of 12.50 % at December 31, 2020

Total debt obligations 648,450 382,040

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Credit and Guaranty Agreement

On April 27, 2021, Priority Holdings LLC ("Holdings"), which is a direct wholly-owned subsidiary of the Company, and certain direct and indirect subsidiaries of Holdings (together with Holdings, collectively, the "Loan Parties"), entered into a Credit and Guaranty Agreement (the "Credit Agreement") with Truist Bank ("Truist") and the lenders party thereto, pursuant to which Holdings has access to senior credit facilities in an aggregate principal amount of $ 630.0 million which are secured by substantially all of the assets of the Loan Parties and by the equity interests of Holdings.

On September 17, 2021, Priority Holdings LLC ("Holdings"), which is a direct wholly-owned subsidiary of the Company, and certain direct and indirect subsidiaries of Holdings (together with Holdings, collectively, the "Loan Parties"), entered into an agreement with Truist Bank ("Truist") and the lenders party thereto, to amend the Credit and Guaranty Agreement dated as of April 27, 2021 (the "Credit Agreement") to increase the amount of the delayed draw term loan facility under the Credit Agreement by $ 30.0 million.

The additional delayed draw term loans are part of the same class of term loans made pursuant to the original commitments under the Credit Agreement.

See Note 2, Acquisitions for additional information related to the Finxera acquisition.

On April 27, 2021, the Loan Parties, entered into the Credit Agreement with Truist and the lenders party thereto, pursuant to which Holdings has access to senior credit facilities in an aggregate principal amount of $ 630.0 million which are secured by substantially all of the assets of the Loan Parties and by the equity interests of Holdings.

The credit facilities under the Credit Agreement are comprised of (i) a senior secured first lien term loan facility in an aggregate principal amount of $ 300.0 million (the "Initial Term Loan"), the proceeds of which were used to fund the refinancing described below, (ii) a senior secured revolving credit facility in an aggregate amount not to exceed $ 40.0 million outstanding at any time (the "Revolving Credit Facility") and (iii) a senior secured first lien delayed draw term loan facility in an aggregate principal amount of $ 290.0 million (the "Delayed Draw Term Loan"), the proceeds of which may be used to fund the Company's acquisition of Finxera.

Until the Delayed Draw Term Loan is drawn, the Loan Parties will pay a fee on the undrawn amounts at a rate of 2.875 % per annum from the 46 th day after the closing date of the Credit Agreement to the 90 th day after closing and 5.75 % per annum thereafter for so long as the amounts remain committed and undrawn.

Outstanding borrowings under the Credit Agreement accrue interest using either a base rate (as defined therein) or a LIBOR rate plus an applicable margin per annum, as provided in the Credit Agreement, which includes a LIBOR rate floor of 1.0 % per annum.

Outstanding borrowings under the Credit Agreement accrue interest using either a base rate (as defined therein) or a LIBOR rate plus an applicable margin per year, as provided in the Credit Agreement, which includes a LIBOR rate floor of 1.00 % per year.

Accrued interest is payable on each interest payment date (as defined in the Credit Agreement).

The revolving credit facility incurs an unused commitment fee on any undrawn amount of the $ 40.0 million credit line in an amount equal to 0.5 % per annum of the unused portion.

The revolving credit facility incurs an unused commitment fee on any undrawn amount of the $ 40.0 million credit line in an amount equal to 0.5 % per year of the unused portion.

Under the terms of the Credit Agreement, the future applicable interest rate margins may vary based on the Loan Parties Total Net Leverage Ratio in addition to future changes in the underlying market rates for LIBOR and the rate used for base-rate borrowing.

Use of Proceeds

Holdings and certain other Loan Parties have previously entered into (i) the Senior Credit Agreement and (ii) the Term Loan Agreement, both of which are described below.

The proceeds from the sale of the Securities (refer to Note 9, Redeemable Senior Preferred Stock and Warrants ) and from the Initial Term Loan were used to refinance the Senior Credit Agreement and the Term Loan Agreement and all outstanding obligations thereunder were repaid in full (or in the case of outstanding undrawn

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letters of credit, deemed issued under the Credit Agreement), and all commitments and guaranties in connection therewith have been terminated or released (the "Refinancing").

The proceeds from the sale of the Securities (refer to Note 10, Redeemable Senior Preferred Stock and Warrants ) and from the Initial Term Loan were used to refinance the Senior Credit Agreement and the Term Loan Agreement and all outstanding obligations thereunder were repaid in full (or in the case of outstanding undrawn letters of credit, deemed issued under the Credit Agreement), and all commitments and guaranties in connection therewith have been terminated or released (the "Refinancing").

Under the Credit Agreement, prepayments of outstanding principal may be made in permitted increments with a 1.00 % penalty for certain prepayments made in connection with repricing transactions.

Such premium will be based on the principal amount that is prepaid, subject to the terms of the credit agreements.

The outstanding amount of any loans and any other amounts owing by the Borrowers under the Credit Agreement may, after the occurrence of an Event of Default (as defined in the Credit Agreement), at the option of Truist, be declared immediately due and payable.

The outstanding amount of any loans and any other amounts owed under the Credit Agreement may, after the occurrence of an Event of Default (as defined in the Credit Agreement), at the option of Truist, be declared immediately due and payable.

Events of Default include, without limitation, the failure of the Loan Parties to pay principal, premium or interest when due under the Credit Agreement, or the failure by the Loan Parties to perform or comply with any term or covenant in the Credit Agreement, in each case, subject to any applicable cure periods provided therein.

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Senior Credit Agreement

Outstanding borrowings under that certain Credit and Guaranty Agreement, dated as of January 3, 2017 and subsequently amended, with Truist (the "Senior Credit Agreement"), accrued interest using either a base rate (as defined) or a LIBOR rate plus an applicable margin, or percentage per annum, as provided in the amended credit agreement.

For the term loan facility of our Senior Credit Agreement, the Sixth Amendment, which was executed on March 18, 2020, thereto provided for a LIBOR "floor" of 1.0 % per annum.

Outstanding borrowings under the Credit and Guaranty Agreement, dated as of January 3, 2017 and subsequently amended, with Truist (the "Senior Credit Agreement"), accrued interest using either a base rate (as defined) or a LIBOR rate plus an applicable margin, or percentage per year, as provided in the amended credit agreement.

For the term loan facility of our Senior Credit Agreement, the Sixth Amendment, which was executed on March 18, 2020, provided for a LIBOR "floor" of 1.00 % per year.

Accrued interest was payable monthly.

The revolving credit facility incurred a commitment fee on any undrawn amount of the $ 25.0 million credit line, which equated to 0.50 % per annum for the unused portion.

The revolving credit facility incurred a commitment fee on any undrawn amount of the $ 25.0 million credit line, which equated to 0.50 % per year for the unused portion.

The outstanding obligations under the Senior Credit Agreement at the time of the Refinancing were $ 274.6 million.

Term Loan Agreement

Outstanding borrowings under that certain Credit and Guaranty Agreement, dated as of January 3, 2017 and subsequently amended, with Goldman Sachs Specialty Lending Group, L.P.

(the "Term Loan Agreement") accrued interest at 5.0 %, plus an applicable margin, or percentage per annum, as indicated in the amended credit agreement.

Accrued interest was payable quarterly at 5.0 % per annum, and the accrued interest attributable to the applicable margin was capitalized as payment-in-kind ("PIK") interest each quarter.

Outstanding borrowings under the Credit and Guaranty Agreement, dated as of January 3, 2017 and subsequently amended, with Goldman Sachs Specialty Lending Group, L.P.

(the "Term Loan Agreement") accrued interest at 5.0 %, plus an applicable margin, or percentage per year, as indicated in the amended credit agreement.

Accrued interest was payable quarterly at 5.0 %

per year, and the accrued interest attributable to the applicable margin was capitalized as payment-in-kind ("PIK") interest each quarter.

The outstanding obligations under the Term Loan Agreement at the time of the Refinancing were $ 105.1 million, which consisted of the principal amount borrowed under the Term Loan Agreement of $ 80.0 million plus accumulated PIK interest of $ 25.1 million.

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Contractual Maturities

Based on terms and conditions existing at June 30, 2021, future minimum principal payments for long-term debt are as follows:

(in thousands) Principal Due

Credit and Guaranty Agreement

Twelve-month period ending June 30, Term Loan Revolver Total

2022 (current) $ 3,000 $ — $ 3,000

Based on terms and conditions existing at September 30, 2021, future minimum principal payments for long-term debt are as follows:

Principal Due

(in thousands) Credit Agreement

Twelve-month period ending September 30, Term Loan Revolver Total

2022 $ 6,200 $ — $ 6,200

2 unchanged sentences

2025 6,200 — 6,200

2026 6,200 30,000 36,200

Beyond five years 587,450 — 587,450

2 unchanged sentences

Interest Expense and Amortization of Deferred Loan Costs and Discounts

Interest expense, including fees for undrawn amounts under the revolving credit facility and the delayed draw term loan facility, as well as amortization of deferred financing costs and debt discounts, was $ 7.3 million and $ 16.5 million for the three months and six months ended June 30, 2021, respectively, and $ 11.7 million and $ 22.0 million for the three months and six months ended June 30, 2020, respectively.

Interest expense included amortization of deferred financing costs and debt discounts of $ 0.6 million and $ 1.2 million for the three months and six months ended June 30, 2021, respectively, and $ 0.7 million and $ 1.1 million for the three months and six months ended June 30, 2020, respectively.

Interest expense, including fees for undrawn amounts under the revolving credit facility and the delayed draw term loan facility, as well as amortization of deferred financing costs and debt discounts, was $ 8.2 million and $ 24.6 million for the three and nine months ended September 30, 2021, respectively, and $ 13.5 million and $ 35.5 million for the three and nine months ended September 30, 2020, respectively.

Interest expense included amortization of deferred financing costs and debt discounts of $ 2.1 million and $ 3.3 million for the three and nine months ended September 30, 2021, respectively, and $ 0.7 million and $ 1.8 million for the three and nine months ended September 30, 2020, respectively.

Deferred Loan Costs and Discounts, and Debt Extinguishment and Modification Expenses

The Initial Term Loan under the Credit Agreement was issued at a discount of $ 6.4 million.

Additionally, the Company incurred approximately $ 12.9 million of costs for the Refinancing, including $ 5.7 million of fees related to the Delayed Draw Term Loan that was not drawn at June 30, 2021 .

The fees related to the Delayed Draw Term Loan have been deferred and included in other non-current assets on the Company’s consolidated balance sheet at June 30, 2021 .The Company determined that the issuance of the Initial Term Loan under the Refinancing was partially an extinguishment and a modification.

Of the remaining $ 7.2 million of costs incurred for the Refinancing, the Company recorded approximately $ 1.9 million as deferred financing costs, which are presented, along with the discount of $ 6.4 million, as a deduction from the debt obligations on the Company’s consolidated balance sheet at June 30, 2021.

Additionally, the Company recorded debt extinguishment and modification costs of $ 8.3 million during the three months and six months ended June 30, 2021 , which consisted primarily of $ 5.3 million of lender and third-party fees incurred in connection with the Refinancing and a $ 3.0 million partial write-off of previously deferred fees and costs under the Senior Credit Agreement and the Term Loan Agreement.

These costs are reported within other expenses, net on the Company’s consolidated statements of operations.

The Initial Term Loan under the Credit Agreement was issued in April 2021 at a discount of $ 6.4 million, while the Delayed Draw Term Loan was issued in September 2021 at a discount of $ 6.3 million.

Additionally, the Company incurred approximately $ 6.4 million of costs for the Refinancing, in April 2021 and $ 9.9 million of costs for the Delayed Draw Term Loan, including $ 3.5 million of ticking fees (debt commitment fees) prior to the drawdown of the funds in September 2021.

Approximately $ 6.1 million of the remaining fees incurred for the Delayed Draw Term Loan were paid during the initial Refinancing and were deferred and included in other non-current assets on the Company's Unaudited Condensed Consolidated Balance Sheet at June 30, 2021 .

The costs for the Delayed Draw Term Loan were amortized over the delayed commitment access period until September 2021, at which time the unamortized balance of the deferred costs was removed from other non-current assets and recorded as a reduction of the carrying amount of the debt obligation and is being amortized over the remaining term of the debt.

The Company determined that the issuance of the Initial Term Loan under the Refinancing in April 2021 was partially an extinguishment and a modification, and therefore, recognized debt extinguishment and modification costs of $ 8.3 million in April 2021, which included a portion of the Refinancing fees and the write-off of previously deferred fees under the prior credit agreements.

These costs are reported within other expenses, net on the Company's Unaudited Condensed Consolidated Statements of Operations.

Senior Credit Agreement:

2 unchanged sentences

Redeemable Senior Preferred Stock and Warrants

On April 27, 2021, the Company, entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") pursuant to which the Company (i) issued and sold 150,000 shares of redeemable senior preferred stock, par value $ 0.001 per share (the "Redeemable Senior Preferred Stock", and the shares issued the "Redeemable Senior Preferred Shares") at a purchase price of $ 150 million, or $ 1,000 per Redeemable Senior Preferred Share (the "Initial Redeemable Senior Preferred Stock Sale"), less a

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$ 5.0 million discount, and (ii) issued warrants (the "Warrants") to purchase up to 1,803,841 shares of the Company’s common stock, par value $ 0.001 per share ("Common Stock" and together with the Warrants, the "Securities"), at an exercise price of $ 0.001 .

Redeemable Senior Preferred Stock

On April 27, 2021, the Company entered into an agreement pursuant to which it issued 150,000 shares of redeemable senior preferred stock, par value $ 0.001 per share, and a detachable warrant to purchase 1,803,841 shares of the Company's common stock for gross proceeds of $ 150.0 million, less a $ 5.0 million discount and $ 5.5 million of issuance costs.

The agreement also provided the Company the option to issue an additional 50,000 shares of redeemable senior preferred stock upon the closing of the Finxera acquisition for $ 50.0 million, less a $ 0.6 million discount and within 18 months after the issuance of those shares, the Company was provided the option to issue an additional 50,000 shares at a purchase price of $ 50.0 million, less a $ 0.6 million discount, subject to the satisfaction of certain customary closing conditions.

The redeemable senior preferred stock ranks senior to the Company's common stock, equal with any other class of the Company's stock designated as being ranked on a parity basis with the redeemable senior preferred stock and junior to any other class of the Company's stock, including preferred stock, that is designated as being ranked senior to the redeemable senior preferred stock, with respect to the payment and distribution of dividends, the purchase or redemption of the Company's stock and the liquidation, winding up of and distribution of assets of the Company.

The redeemable senior preferred stock does not meet the definition of a liability pursuant to ASC 480, Distinguishing Liabilities from Equity , as it is redeemable upon the occurrence of events that are not solely within the Company's control.

Therefore, the Company classified the redeemable senior preferred stock as temporary equity and is accreting the carrying amount to its full redemption amount from the date of issuance to the earliest redemption date using the effective interest method.

Of the total net proceeds of $ 139.5 million, $ 131.4 million was allocated to the redeemable senior preferred stock, $ 11.4 million was allocated to additional paid-in capital for the warrants and $ 3.3 million was allocated to non-current assets for the committed financing put right.

On September 17, 2021 the Company issued an additional 75,000 shares of redeemable senior preferred stock for $ 75.0 million, less a $ 0.9 million discount, $ 0.7 million of ticking fees and $ 1.9 million of issuance costs.

Upon issuance of these additional shares, the $ 3.3 million that was previously allocated to non-current assets for the committed financing put right was reclassified to the redeemable senior preferred stock.

The following table provides a reconciliation of the beginning and ending carrying amounts of the redeemable senior preferred stock for the periods presented:

(in thousands) Shares Amount

January 1, 2021 — $ —

Proceeds from issuance of redeemable senior preferred stock, net of discount and issuance costs 150 131,426

Unpaid dividend on redeemable senior preferred stock — 1,838

Accretion of discounts and issuance cost — 498

June 30, 2021 150 $ 133,762

Proceeds from issuance of redeemable senior preferred stock, net of discount and issuance costs 75 68,183

Unpaid dividend on redeemable senior preferred stock — 2,846

Accretion of discounts and issuance cost — 527

September 30, 2021 225 $ 205,318

The dividend rate for the redeemable senior preferred stock is equal to the three-month LIBOR rate (minimum of 1 %) plus an applicable margin of 12 % (capped at 22.50 %) per year, with a required quarterly payment of 5 % plus the three-month LIBOR rate per year.

In the event of non-compliance with the cash payment requirement, the dividend rate shall increase by 2 % per year.

In the event of the occurrence an event of default, including the failure to make any required payment related to the redeemable senior preferred stock (e.g., payment of dividends or payments with respect to redemption or prepayments) within five business days of being due, or certain other conditions of default or breach as outlined in the agreement that are not remedied within thirty days of becoming aware of such default, the dividend rate shall increase by 3 % per year for the period of continuance of the default.

The dividend rate shall increase by 5 % per year if the Company fails to obtain the required stockholder approval for a forced sale transaction triggered by investors within 120 days of approval of the sale transaction by the Sale Demand Special Committee and will continue to increase by an additional 5 % for each subsequent 30 calendar day period until such sale is approved by all required stockholders.

The following table provides a summary of the dividends for the periods presented:

(in thousands) Three Months Ended September 30, Nine Months Ended September 30,

Dividends paid in cash $ 2,440 $ 4,015

Accumulated dividends accrued as part of the carrying value of redeemable senior preferred stock 2,846 4,684

Dividends declared at the rate of 13 % per year

$ 5,286 $ 8,699

The redeemable senior preferred shares have no stated maturity and will remain outstanding indefinitely until redeemed or otherwise repurchased by the Company.

Outstanding shares of redeemable senior preferred stock can be redeemed at the option of the Company for cash in whole or in part at the following redemption price:

Redemption Date

Redemption Price

Prior to April 27, 2023 100 % of liquidation preference (i.e., $ 1,000 per share) plus any accrued and unpaid dividends and the Make-Whole amount (i.e., present value of additional 2 % of the liquidation preference plus any accrued and unpaid dividends thereon through the redemption date plus 102 % of the amount of dividends that will accrue from the redemption date through April 27, 2023)

April 27, 2023 - April 26, 2024

102 % of the sum of the (a) outstanding liquidation preference plus (b) any accrued and unpaid dividends through and including the applicable redemption date

April 27, 2024 and thereafter

100 % of the sum of the (a) outstanding liquidation preference plus (b) any accrued and unpaid dividends through and including the applicable redemption date

Upon the occurrence of a change in control or a liquidation event, the Company will redeem all of the outstanding redeemable senior preferred shares for cash at the applicable redemption price described above.

The holders of the redeemable senior preferred stock may request the Company to pursue a sale transaction for the purpose of redeeming the redeemable senior preferred stock from and after the earliest of (i) October 27, 2028, (ii) 30 days after the redeemable senior preferred stockholders provide written notice to the Company of a failure by the Company to take steps within its control to prevent the Company's common stock from no longer being listed and (iii) the date that is 90 days following the Company's failure to consummate a mandatory redemption of the redeemable senior preferred stock upon the occurrence of a change in control or liquidation event.

On April 27, 2021 the Company issued warrants to purchase up to 1,803,841 shares of the Company's common stock, par value $ 0.001 per share, at an exercise price of $ 0.001 .

The exercise price and the number of shares issuable upon exercise of the warrants are subject to certain adjustments from time to time on the terms outlined in the warrants.

In addition to the issuance and sale of Redeemable Senior Preferred Shares which occurred on April 27, 2021, pursuant to the Securities Purchase Agreement, upon the consummation of the Company’s acquisition of Finxera and the satisfaction of other customary closing conditions, the Company may issue and sell to the Investors an additional 50,000 shares of Redeemable Senior Preferred Stock, at a purchase price of $ 50 million, or $ 1,000 per share (the "Acquisition Redeemable Senior Preferred Stock Sale"), less a discount of $ 625,000 .

The Company may also issue and sell to the Investors up to an additional 50,000 shares of Redeemable Senior Preferred Stock, at a purchase price of $ 1,000 per share, less a discount of $ 625,000 , within 18 months after the consummation of the Acquisition Redeemable Senior Preferred Stock Sale upon the satisfaction of certain customary closing conditions.

The terms of the Redeemable Senior Preferred Shares are more fully described in the Certificate of Designations (“Certificate of Designations”), which establishes the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Redeemable Senior Preferred Shares.

The Redeemable Senior Preferred Shares have no stated maturity.

The Redeemable Senior Preferred Stock will remain outstanding indefinitely until redeemed in accordance with the terms of the Certificate of Designations or otherwise repurchased by the Company.

Registration Rights Agreement

On April 27, 2021 the Company entered into a Registration Rights Agreement, by and among the Company and the Investors (the “Registration Rights Agreement”), pursuant to which the Company agreed to provide certain registration rights with respect to the shares of Common Stock issuable upon exercise of the Warrants (the “Registrable Securities”).

Under the Registration Rights Agreement, the holders of the Registrable Securities were granted (i) piggyback rights to be included in certain underwritten offerings of Common Stock and (ii) the right to demand a shelf registration of Registrable Securities.

The dividend rate (the "Dividend Rate") will initially be equal to the Three-Month LIBOR Rate (subject to a 1.00 % floor) plus 12.00 % per annum, reset quarterly as provided in the Certificate of Designations in the Securities Purchase Agreement (the "Certificate of Designations").

The Dividend Rate shall increase automatically by (i) 2.00 % per annum effective as of the first day of each Dividend Period, as defined in the Certificate of Designations, in respect of which the Company for any reason does not pay cash Dividends at or greater than the Three-Month LIBOR Rate for such Dividend Period plus 5.00 % per annum through the final day of such Dividend Period, (ii) 3.00 % per annum effective immediately upon the occurrence of and during the continuance of a Preferred Default, as defined in the Certificate of Designations, and (iii) 5.00 % per annum effective immediately upon the 120 th calendar day following the approval by the Sale Demand Special Committee of a Sale Transaction, as defined in the Certificate of Designations, if all required stockholder approval shall not have been obtained on or prior to such 120 th calendar day, plus an additional 5.00 % per annum on the 30 th calendar day after such 120 th calendar day and on the first day of each subsequent 30 calendar day period, which incremental increase(s) shall continue until such time as the Required Stockholder Approval, as defined in the Certificate of Designations, shall have been obtained.

The Company’s Board of Directors declared a dividend on June 30, 2021 in the amount of $ 3,412,500 , comprised of (i) a cash payment of $ 1,575,000 determined at a Base Rate of 5.0 % plus a LIBOR Rate of 1.0 %, and (ii) a PIK of $ 1,837,500 determined at a Base Rate of 7.0 %.

The PIK dividend has been added to the carrying amount of the Redeemable Senior Preferred Shares in the Company’s consolidated balance sheet at June 30, 2021.

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The liquidation preference (the "Liquidation Preference") of the Redeemable Senior Preferred Shares is $ 1,000 per share of Senior Preferred Stock.

Prior to April 27, 2023, the Company may redeem the outstanding shares of Redeemable Senior Preferred Stock, in whole or in part, for cash at a price equal to 100 % of the Liquidation Preference plus any accrued and unpaid dividends as of the redemption date.

On and after April 27, 2023, the Company may redeem the outstanding shares of Redeemable Senior Preferred Stock at any time, in whole or in part, for cash at a price equal to the sum of the (a) outstanding Liquidation Preference plus (b) any accrued and unpaid dividends on the shares of Redeemable Senior Preferred Stock redeemed, through and including the applicable redemption date.

Upon the occurrence of a change in control or a liquidation event, the Company will redeem all of the then outstanding Redeemable Senior Preferred Shares for cash at the redemption price described above.

From and after the earliest of (i) October 27, 2028, (ii) 30 days after written notice from the Investors to the Company of a failure by the Company to take steps within its control to prevent the Common Stock from no longer being listed, and (iii) the date that is 90 days following the Company’s failure to consummate when due a Mandatory Redemption of the Redeemable Senior Preferred Stock upon the occurrence of a change in control or liquidation event, the Investors may request the Company to pursue a sale transaction, the proceeds of which would be used to redeem the Redeemable Senior Preferred Shares.

Direct costs associated with the issuance of the Securities were $ 5.5 million, which along with the $ 5.0 million discount, have been accounted for as a reduction in the proceeds of the Securities.

These net proceeds of $ 139.5 million have been allocated on the balance sheet to the Redeemable Senior Preferred Shares of $ 131.4 million, additional paid-in capital of $ 11.4 million for the warrants, and non-current assets of $ 3.3 million for the committed financing put right.

The Company has presented the Redeemable Senior Preferred Shares in temporary equity and is accreting the carrying amount to its full redemption amount from the date of issuance to the earliest redemption date using the effective interest method.

Such accretion totaled $ 0.5 million for the three and six months ended June 30, 2021.

The Company used the proceeds from the sale of the Securities to fund the Refinancing (see Note 8, Debt Obligations ) and to pay certain fees and expenses relating to the Refinancing and the offering of the Securities.

The Company's effective income tax rate (benefit) for the three months and six months ended June 30, 2021 was ( 18.7 )% and 5.7 %, respectively.

Our effective income tax rate for the three months ended June 30, 2021 differed from the U.S.

In connection with the

issuance of the warrants, the Company entered into an agreement pursuant to which it agreed to provide certain registration rights with respect to the common shares issuable upon exercise of the warrants.

Under this agreement the holders of the related shares of common stock were granted (i) piggyback rights to be included in certain underwritten offerings of common stock and (ii) the right to demand a shelf registration of the shares of common stock issued upon exercise of the warrants.

As of September 30, 2021, none of the warrants have been exercised.

The warrants are considered to be equity contracts indexed in the Company's own shares and therefore were recorded at their inception date relative fair value and are included in additional paid-in capital on the Company's Unaudited Condensed Consolidated Balance Sheet.

The Company used the proceeds from the April 2021 sale of the redeemable senior preferred stock to fund the Refinancing (see Note 9, Debt Obligations ), to partially fund the Wholesale Payments, Inc.

and C&H Financial Services, Inc.

acquisitions in the second quarter of 2021 (see Note 2, Acquisitions ) and to pay certain fees and expenses relating to the Refinancing and the offering of the redeemable senior preferred stock and warrants.

The Company used the proceeds from the September 2021 sale of additional shares of redeemable senior preferred stock to fund the Finxera acquisition (see Note 2, Acquisitions ).

The Company's effective income tax rate (benefit) for the three and nine months ended September 30, 2021 was 327.8 % and ( 0.4 )%, respectively.

Our effective income tax rate for the three months ended September 30, 2021 differed from the U.S.

statutory rate primarily as a result of changes to our valuation allowance for interest limited under section 163(j) of the Internal Revenue Code.

The Company's effective income tax rate (benefit) for the three months and six months ended June 30, 2020 was ( 5.6 )% and 5.6 %, respectively.

Our effective income tax rate for the three months ended June 30, 2020 differed from the U.S.

The Company's effective income tax rate (benefit) for the three and nine months ended September 30, 2020 was 13.8 % and 15.2 %, respectively.

Our effective income tax rate for the three months ended September 30, 2020 differed from the U.S.

statutory rate primarily as a result of changes to our valuation allowance for interest limited under section 163(j) of the Internal Revenue Code and related favorable interest limitation provisions of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act").

2 unchanged sentences

In accordance with the provisions of ASC 740, Income Taxes , the Company is required to provide a valuation allowance against deferred income tax assets when it is "more likely than not" that some portion or all of the deferred tax assets will not be realized.

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Based on management’s assessment, as of the second quarter of 2021, the Company continues to record a full valuation allowance against non-deductible interest expense.

Based on management's assessment, as of the third quarter of 2021, the Company continues to record a full valuation allowance against non-deductible interest expense.

The Company will continue to evaluate the realizability of the net deferred tax asset on a quarterly basis and, as a result, the valuation allowance may change in future periods.

4 unchanged sentences

Some of these agreements have minimum annual requirements for processing volumes.

Based on existing contracts in place at June 30, 2021, the Company is committed to pay minimum processing fees under these agreements of approximately $ 14.8 million in 2021 and $ 7.8 million in both 2022 and 2023.

Based on existing contracts in place at September 30, 2021, the Company is committed to pay minimum processing fees under these agreements of approximately $ 14.8 million in 2021 and $ 7.8 million in both 2022 and 2023.

Commitment to Lend

6 unchanged sentences

The initial purchase price is subject to an increase of up to $ 6.4 million in accordance with the terms of the agreement between the Company and the sellers.

As of June 30, 2021, $ 4.3 million of the $ 6.4 million total contingent consideration has been paid to the seller, while the remaining $ 2.1 million will be payable in the first quarter of 2022 if certain criteria are achieved.

As of September 30, 2021, $ 4.3 million of the $ 6.4 million total contingent consideration has been paid to the seller, while the remaining $ 2.1 million will be payable in the first quarter of 2022 if certain criteria are achieved.

See Note 2, Acquisitions , for information about contingent consideration related to acquisitions consummated in 2021.

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Concentration of Risks

The Company's revenue is substantially derived from processing Visa and MasterCard bank card transactions.

Because the Company is not a member bank, in order to process these bank card transactions, the Company maintains sponsorship agreements with member banks which require, among other things, that the Company abide by the by-laws and regulations of the card associations.

The Company's revenue is substantially derived from processing Visa and MasterCard bankcard transactions.

Because the Company is not a member bank, in order to process these bankcard transactions, the Company maintains sponsorship agreements with member banks which require, among other things, that the Company abide by the by-laws and regulations of the card associations.

A majority of the Company's cash and restricted cash is held in certain financial institutions, substantially all of which is in excess of federal deposit insurance corporation limits.

The Company does not believe it is exposed to any significant credit risk from these transactions.

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Related Party Transactions

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During 2019, the Company, through one of its wholly-owned subsidiaries, executed an interest-bearing loan and commitment agreement with another entity.

The Company has loaned the entity a total of $ 3.5 million at June 30, 2021 and December 31, 2020, with a commitment to loan up to a total of $ 10.0 million based on certain growth metrics of the entity and continued compliance by the entity with the terms and covenants of the agreement.

The Company has loaned the entity a total of $ 3.5 million at September 30, 2021 and December 31, 2020, with a commitment to loan up to a total of $ 10.0 million based on certain growth metrics of the entity and continued compliance by the entity with the terms and covenants of the agreement.

The Company's commitment to make additional advances under the loan agreement is dependent upon such advances not conflicting with covenants or restrictions under any of the Company's debt or other applicable agreements.

Amounts loaned to this entity by the Company are secured by substantially all of the assets of the entity and by a personal guarantee.

The note receivable has an interest rate of 12.0 % per annum and is repayable in full in May 2024.

The note receivable has an interest rate of 12.0 % per year and is repayable in full in May 2024.

The Company also received a warrant to purchase a non-controlling interest in this entity's equity at a fixed amount.

The loan agreement also gives the Company certain rights to purchase some or all of this entity's equity in the future, at the entity's then-current fair value.

The fair values of the warrant, loan commitment, and purchase right were not material at inception or at June 30, 2021.

The fair values of the warrant, loan commitment and purchase right were not material at inception.

The Company monitors any circumstances that may alter this assessment.

Equity-Method Investment

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No cash consideration was paid to the contributors of the eTab or Cumulus assets on the date of the transactions.

As consideration for these contributed assets, the contributors were issued redeemable non-controlling preferred equity interests ("NCIs") in PHOT.

Under these redeemable NCIs, the contributors were eligible to receive up to $ 4.5 million of profits earned by PHOT, plus a preferred yield ( 6.0 % per annum) on any undistributed preferred equity interest ("Total Preferred Equity Interest").

As consideration for these contributed assets, the contributors were issued redeemable non-controlling preferred equity interests ("redeemable NCIs") in PHOT.

Under these redeemable NCIs, the contributors were eligible to receive up to $ 4.5 million of profits earned by PHOT, plus a preferred yield ( 6.0 % per year) on any undistributed preferred equity interest ("Total Preferred Equity Interest").

Once the Total Preferred Equity Interest is distributed to the holders, the redeemable NCIs cease to exist.

The Company's CEO initially owned 83.3 % of the redeemable NCIs, which ownership interest was subsequently reduced to 35.3 % through the CEO's disposition of interests to others.

At the time of contribution, the Company determined that the contributor’s carrying value of the eTab and Cumulus net assets (as a common control transaction under GAAP) were not material.

At the time of contribution, the Company determined that the contributor's carrying values of the eTab and Cumulus net assets (as a common control transaction under GAAP) were not material.

Under the guidance for a common control transaction, the contribution of the eTab and Cumulus net assets did not result in a change of entity or the receipt of a business, therefore the Company's financial statements for prior periods were not adjusted to reflect the historical results attributable to the eTab net assets.

For the period from February 1, 2019 through October 31, 2020, a total of $ 250,000 of PHOT’s earnings were attributable to the NCIs of PHOT, and this same amount was distributed in cash to the NCIs during the same period.

For the period from February 1, 2019 through October 31, 2020, a total of $ 0.3 million of PHOT's earnings were attributable to the redeemable NCIs of PHOT, and this same amount was distributed in cash to the redeemable NCIs during the same period.

In November 2020, the Company agreed with the contributors to an exchange of shares of common stock of the Company, or cash, for the remaining undistributed Total Preferred Equity Interests of $ 4.8 million.

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therefore, the binding exchange agreements were not entered into until after lender approval was received in April 2021 in connection with the Refinancing.

In May 2021, the Company entered into exchange agreements and completed the exchange of 1,428,358 shares of common stock and $ 814,219 of cash for the Total Preferred Equity Interests.

In May 2021, the Company entered into exchange agreements and completed the exchange of 1,428,358 shares of common stock and $ 0.8 million of cash for the Total Preferred Equity Interests.

The CEO received 605,623 shares of common stock of the Company in exchange for his 35.3 % interest, and the Company's Executive Vice President of M&A and Corporate Development received 413,081 shares of common stock of the Company in exchange for her 24.1 % interest.

Subsequent to

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establishing the common stock valuation in November 2020 and the date of exchange in May 2021, the Company’s common stock price appreciated to $ 7.75 per share.

The Company’s financial statements for the three months ended June 30, 2021 reflect this exchange as a distribution to non-controlling interests at an appreciated common stock value of $ 6.975 per share, which incorporates a 10 % liquidity discount of $ 0.775 per share due to trading restrictions under Securities Rule 144.

Subsequent to establishing the common stock valuation in November 2020 and the date of exchange in May 2021, the Company's common stock price appreciated to $ 7.75 per share.

The Company's financial statements for the nine months ended September 30, 2021 reflect this exchange as a distribution to NCIs at an appreciated common stock value of $ 6.975 per share, which incorporates a 10 % liquidity discount of $ 0.775 per share due to trading restrictions under Securities Rule 144.

Therefore, the total distribution amounted to $ 10.8 million, comprised of $ 10.0 million of common stock and $ 0.8 million of cash.

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RECONCILIATION OF STOCKHOLDERS' DEFICIT, NON-CONTROLLING INTERESTS AND REDEEMABLE SENIOR PREFERRED STOCK

The Company is authorized to issue 100,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the board of directors.

As of June 30, 2021 and December 31, 2020, the Company has not issued any shares of preferred stock.

See Note 9, Redeemable Senior Preferred Stock and Warrants , for information about the Redeemable Senior Preferred Stock.

The following tables provide a reconciliation of the beginning and ending carrying amounts for the periods presented for the components of which is the deficit attributable to stockholders of the Company and equity attributable to non-controlling interest:

(in thousands) Additional Paid-In Capital Accumulated (Deficit) Total Priority Technology Holdings, Inc.

Stockholders' (Deficit)

Redeemable Senior Preferred Stock (a) Preferred Stock Common Stock Treasury Stock (b)

Shares Amount Shares Amount Shares Amount Shares Amount

Reconciliation of Stockholders' Deficit and Non-controlling Interests

The following tables provide a reconciliation of the beginning and ending carrying amounts of stockholders' deficit and equity attributable to NCIs:

Additional Paid-In Capital Accumulated (Deficit) Total

Common Stock Treasury Stock (1)

(in thousands) Shares Amount Shares Amount

January 1, 2021 67,391 $ 68 451 $ ( 2,388 ) $ 5,769 $ ( 102,013 ) $ ( 98,564 )

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Liability-classified stock-based compensation converted to equity-classified — — — — 313 — 313

Proceeds from exercise of stock options — — — — 90 — — — 617 — 617

Exercise of stock options 90 — — — 617 — 617

Net loss — — — — — ( 2,679 ) ( 2,679 )

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Vesting of stock-based compensation 12 — — — — — —

Proceeds from issuance of redeemable senior preferred stock, net of discount and issuance costs 150 131,426 — — — — — — — — —

Proceeds from exercise of stock options — — — — 30 — — — 204 — 204

Cash dividends declared and paid on redeemable senior preferred stock — — — — — — — — ( 1,575 ) — ( 1,575 )

PIK dividends declared on redeemable senior preferred stock — 1,838 — — — — — — ( 1,838 ) — ( 1,838 )

Exercise of stock options 30 — — — 204 — 204

Dividends on redeemable senior preferred stock — — — — ( 3,413 ) — ( 3,413 )

Fair value of warrants issued — — — — 11,357 — 11,357

Accretion of redeemable senior preferred stock discount — — — ( 498 ) — ( 498 )

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Fair value of PHOT preferred units redemption — — — — ( 10,777 ) — ( 10,777 )

2 unchanged sentences

June 30, 2021 69,110 $ 70 451 $ ( 2,388 ) $ 14,913 $ ( 114,169 ) $ ( 101,574 )

Equity-classified stock-based compensation — — — — 790 — 790

Vesting of stock-based compensation 20 — — — — — —

Issuance of acquisition common stock 7,551 7 — — 34,381 — 34,388

Exercise of stock options 53 — — — 369 — 369

Share repurchases ( 163 ) — 163 ( 1,023 ) — — ( 1,023 )

Dividends on redeemable senior preferred stock — — — — ( 5,286 ) — ( 5,286 )

Accretion of redeemable senior preferred stock discount — — — — ( 527 ) — ( 527 )

Net income (loss) — — — — — ( 549 ) ( 549 )

September 30, 2021 76,571 $ 77 614 $ ( 3,411 ) $ 44,640 $ ( 114,718 ) $ ( 73,412 )

(in thousands) Additional Paid-In Capital Accumulated (Deficit) Total Priority Technology Holdings, Inc.

Stockholders' (Deficit) NCI (c)

Preferred Stock Common Stock Treasury Stock (b)

Shares Amount Shares Amount Shares Amount

Stockholders' (Deficit) NCI (2)

Common Stock Treasury Stock (1)

Shares Amount Shares Amount

January 1, 2020 67,061 $ 68 451 $ ( 2,388 ) $ 3,651 $ ( 127,674 ) $ ( 126,343 ) $ 5,654

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Equity-classified stock compensation — — — — 580 — 580 —

Issue shares of common stock — — — — — — — — — —

Net loss — — — — — ( 7,858 ) ( 7,858 ) —

June 30, 2020 67,061 $ 68 451 $ ( 2,388 ) $ 4,569 $ ( 141,401 ) $ ( 139,152 ) $ 5,654

(a) On April 27, 2021, the Company authorized 250,000 shares and issued 150,000 shares of redeemable senior preferred stock with a par value of $ 0.001 per share for a purchase price of $ 1,000 per share under the Securities Purchase Agreement.

Equity-based stock compensation — — — — 499 — 499 —

Net income — — — — — — — 45,348

Redemption of non-controlling interest — — — — — — — ( 5,654 )

Distributions to non-controlling interests — — — — — 40,392 40,392 ( 45,348 )

September 30, 2020 67,061 $ 68 451 $ ( 2,388 ) $ 5,068 $ ( 101,009 ) $ ( 98,261 ) $ —

(2) Prior to the third quarter of 2020, this balance was related to the acquisition of certain assets from YapStone, Inc.

by the Company's PRET subsidiary during 2019.

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by PRET, YapStone, Inc.

was issued a NCI in PRET with an initial estimated fair value and carrying value of $ 5,654,000 .

was issued a NCI in PRET with an initial estimated fair value and carrying value of $ 5.7 million.

For all reporting periods since PRET's inception through June 30, 2020, no earnings or losses were attributable to the NCIs of PRET.

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This amount was also distributed in a final redemption of the NCIs' interests in PRET during the three months ended September 30, 2020.

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Share Repurchase Program

In August 2021, Priority's Board of Directors authorized a $ 10.0 million share repurchase program (the "2021 Share Repurchase Program").

Under this program the Company was authorized to purchase up to one million shares of its common stock through open market transactions, unsolicited or solicited privately negotiated transactions, or otherwise in accordance with all applicable securities laws and regulations.

The 2021 Share Repurchase Program expires on August 17, 2022 and may be discontinued at any time.

The Company terminated the 2021 Share Repurchase Program effective as of the close of business on September 23, 2021.

Stock-based Compensation

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The Company recognizes the effects of forfeitures on compensation expense as the forfeitures occur.

Expense recognized for equity-classified stock compensation by plan was as follows:

(in thousands) Three Months Ended June 30, Six Months Ended June 30,

Expense recognized under the 2018 Equity Incentive Plan during the periods presented was as follows:

(in thousands) Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

2018 Equity Incentive Plan $ 821 $ 580 $ 1,379 $ 918

In addition, the Company recognized compensation expense of $ 35 thousand in the three months and six months ended June 30, 2021, and $ 108 thousand during the three months and six months ended June 30, 2020, related to liability-classified stock compensation under the 2018 Equity Incentive Plan whereby the service inception date preceded the future grant-date.

Equity-classified stock compensation expense $ 790 $ 499 $ 2,169 $ 1,417

Liability-classified stock compensation expense (1)

145 102 180 210

Total stock compensation expense $ 935 $ 601 $ 2,349 $ 1,627

(1) Liability-classified stock compensation under the 2018 Equity Incentive Plan where the service inception date preceded the future grant-date.

In March 2021, the Company converted a $ 313 thousand liability-classified stock compensation accrual for restricted stock units under the 2018 Equity Incentive Plan, whereby the service inception date preceded the future grant-date, to an equity-classified award when the restricted stock units were granted.

Income tax benefit for the stock-based compensation was not material for the three months and six months ended June 30, 2021 and June 30, 2020.

Income tax benefit for the stock-based compensation was not material for the three and nine months ended September 30, 2021 and September 30, 2020.

Employee Stock Purchase Plan

On April 16, 2021, the Priority Technology Holdings, Inc.

2021 Employee Stock Purchase Plan ("2021 Stock Purchase Plan") was adopted by the Board of Directors.

2021 Employee Stock Purchase Plan ("2021 Stock Purchase Plan") was authorized by the Company's Board of Directors.

The maximum number of shares available for purchase under the plan is 200,000 shares.

Shares issued under the plan may be authorized but unissued or reacquired shares of common stock.

The plan became effective on July 1, 2021, to all employees of the Company who work more than 20 hours per week and have been employed by the Company for at least 30 days.

All employees of the Company who work more than 20 hours per week and have been employed by the Company for at least 30 days may participate in the 2021 Stock Purchase Plan.

Under the 2021 Stock Purchase Plan, participants are offered, on the first day of the offering period, the option to purchase shares of Common Stock at a discount on the last day of the offering period.

The offering period shall be for a period of three months beginning on July 1, 2021.

The offering period shall be for a period of three months, and we anticipate the first offering period will begin during the first quarter of 2022.

The plan provides eligible employees the opportunity to purchase shares of the Company's common stock on a quarterly basis through payroll deductions at a price equal to 95 % of the lesser of the fair value on the first and last trading day of each quarter.

Fair Value Measurements

At June 30, 2021 and December 31, 2020, the Company no longer has any fair value estimates that are required to be remeasured at the end of each reporting period on a recurring basis.

As of September 30, 2021 and December 31, 2020, the Company no longer has any fair value estimates that are required to be remeasured at the end of each reporting period on a recurring basis.

Fair Value Disclosures

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Notes receivable are carried at amortized cost.

Substantially all of the Company's notes receivable are secured, and the Company has provided for allowances when it believes that certain notes receivable may not be collectible.

The fair value of the Company's notes receivable, net at June 30, 2021 and December 31, 2020 was approximately $ 4.2 million and $ 7.7 million, respectively.

Substantially all of the Company's notes receivable are secured, and the Company provides for allowances when it believes that certain notes receivable may not be collectible.

The carrying value of the Company's notes receivable, net approximates fair value and was approximately $ 4.1 million and $ 7.7 million, at September 30, 2021 and December 31, 2020, respectively.

On the fair value hierarchy, Level 3 inputs are used to estimate the fair value of these notes receivable.

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Debt Obligations

Outstanding debt obligations (see Note 8, Debt Obligations ) are reflected in the Company's consolidated balance sheets at carrying value since the Company did not elect to remeasure debt obligations to fair value at the end of each reporting period.

The fair value of the of the term loan facility under the Credit and Guaranty Agreement at June 30, 2021 was estimated to be approximately $ 294.8 million The fair value of the term loan facility under the Borrowers' Senior Credit Agreement at December 31, 2020 was estimated to be approximately $ 278.0 million.

The fair value of these notes at June 30, 2021 and December 31, 2020, with a notional value and carrying value (gross of deferred costs and discounts) of $ 300 million and $ 279.4 million, respectively, was estimated using binding and non-binding quoted prices in an active secondary market, which considers the Borrowers' credit risk and market related conditions, and is within Level 3 of the fair value hierarchy.

The carrying values of the Borrowers' other long-term debt obligations approximate fair value due to mechanisms in the credit agreements that adjust the applicable interest rates and the lack of a market for these debt obligations.

Outstanding debt obligations (see Note 9, Debt Obligations ) are reflected in the Company's Unaudited Condensed Consolidated Balance Sheets at carrying value since the Company did not elect to remeasure debt obligations at fair value at the end of each reporting period.

The fair value of the of the term loan facility under the Credit Agreement at September 30, 2021 was estimated to be approximately $ 618.5 million.

The fair value of the term loan facility under the Senior Credit Agreement at December 31, 2020 was estimated to be approximately $ 278.0 million.

The fair value of these notes at September 30, 2021 and December 31, 2020, with a notional value and carrying value (gross of deferred costs and discounts) of $ 618.5 million and $ 279.4 million, respectively, was estimated using binding and non-binding quoted prices in an active secondary market, which considers the credit risk and market related conditions, and is within Level 3 of the fair value hierarchy.

The carrying values of the other long-term debt obligations approximate fair value due to mechanisms in the credit agreements that adjust the applicable interest rates and the lack of a market for these debt obligations.

Segment Information

At June 30, 2021, the Company has three reportable segments.

The Company has three reportable segments.

The Consumer Payments operating segment and the Integrated Partners operating segments are each reported as separate reportable segments.

The Commercial Payments and Institutional Services (sometimes referred to as Managed Services) operating segments are aggregated into one reportable segment, Commercial Payments.

More information about our three reportable segments:

• Consumer Payments – represents consumer-related services and offerings including merchant acquiring and transaction processing services including the proprietary MX enterprise suite.

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Pursuant to the contracts, for each card transaction, the sponsor bank collects payment from the credit, debit or other payment card issuing bank, net of interchange fees due to the issuing bank, pays credit card association (e.g., Visa, MasterCard) assessments and pays the transaction fee due to the Company for the suite of processing and related services it provides to merchants, with the remainder going to the merchant.

• Commercial Payments – represents services provided to certain enterprise customers, including outsourced sales force to those customers and accounts payable automation services to commercial customers.

• Commercial Payments – represents services provided to certain enterprise customers, including providing an outsourced sales force to those customers and accounts payable automation services to commercial customers.

• Integrated Partners – represents payment adjacent services that are provided primarily to the health care, real estate and hospitality industries.

In September 2020, the Company sold a substantial portion of the assets of this segment.

On September 17, 2021, the Company completed the acquisition of Finxera which will operate as part of this segment.

Finxera provides licensed money transmitter services in the United States.

Corporate includes costs of corporate functions and shared services not allocated to the reportable segments.

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Information on reportable segments and reconciliations to consolidated revenues, consolidated income (loss) from operations, and consolidated depreciation and amortization are as follows for the periods presented:

(in thousands) Three Months Ended June 30, Six Months Ended June 30,

Information on reportable segments and reconciliations to consolidated revenues and consolidated depreciation and amortization are as follows for the periods presented:

(in thousands) Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

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Consolidated revenues $ 132,542 $ 108,962 $ 370,853 $ 298,251

Income (loss) from operations:

Depreciation and amortization:

Consumer Payments $ 10,971 $ 8,481 $ 29,847 $ 25,721

2 unchanged sentences

Corporate 269 290 834 886

Consolidated income from operations $ 7,405 $ 4,031 $ 11,932 $ 7,590

Depreciation and amortization:

Consolidated depreciation and amortization $ 12,330 $ 10,251 $ 32,123 $ 30,886

Operating income (loss)

Consumer Payments $ 14,656 $ 11,098 $ 42,467 $ 25,520

1 unchanged sentence

Integrated Partners 1,220 253 1,477 1,466

Corporate 277 294 565 596

Consolidated depreciation and amortization $ 10,723 $ 10,363 $ 19,793 $ 20,635

A reconciliation of total income from operations of reportable segments to net loss is provided in the following table:

(in thousands) Three Months Ended June 30, Six Months Ended June 30,

Total operating income of reportable segments $ 15,847 $ 11,520 $ 43,527 $ 28,394

A reconciliation of total operating income of reportable segments to net (loss) income is provided in the following table:

(in thousands) Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Total income from operations of reportable segments $ 14,634 $ 8,590 $ 27,680 $ 16,874

Total operating income of reportable segments $ 15,847 $ 11,520 $ 43,527 $ 28,394

Corporate ( 7,597 ) ( 4,478 ) ( 23,345 ) ( 13,762 )

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Debt modification and extinguishment costs — ( 1,523 ) ( 8,322 ) ( 1,899 )

Gain on sale of business — 107,239 — 107,239

Other income (expenses), net 146 190 92 414

Income tax (expense) benefit ( 1,490 ) ( 415 ) 741 818

Net loss $ ( 9,477 ) $ ( 7,858 ) $ ( 12,156 ) $ ( 13,727 )

Income tax expense ( 790 ) ( 13,737 ) ( 49 ) ( 12,919 )

Net (loss) income ( 549 ) 85,740 ( 12,705 ) 72,013

Substantially all revenue is generated in the United States.

For the three months and six months ended June 30, 2021 and June 30, 2020 , no one merchant customer accounted for 10% or more of the Company's consolidated revenues.

For the three and nine months ended September 30, 2021 and September 30, 2020, no individual merchant customer accounted for 10% or more of the Company's consolidated revenues.

Most of the Company's merchant customers were referred to the Company by an ISO or other referral partners.

If the Company's agreement with an ISO allows the ISO to have merchant portability rights, the ISO can potentially move the underlying merchant relationships to another merchant acquirer upon notice to the Company and completion of a "wind down" period.

For the three months ended June 30, 2021 and June 30, 2020, merchants referred by one ISO organization with potential merchant portability rights generated revenue within the Company's Consumer Payments reportable segment that represented approximately 23.2 % and 21.4 %, respectively, of the Company's consolidated revenues.

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On September 22, 2020, Priority Real Estate Holdings, LLC ("PRET"), a majority-owned and consolidated subsidiary of the Company, sold certain assets comprising its RentPayment business, which was part of the Integrated Partners reportable segment.

The allocation of net proceeds from the sale, after transaction costs, to the PRET members included the return of each member’s invested capital in PRET and excess proceeds were distributed in accordance with the distribution provisions of the PRET governing agreement.

Approximately $ 51.4 million and $ 45.1 million of the excess proceeds were distributed to the Company and the non-controlling interests, respectively.

The initial allocation of net proceeds remained subject to final adjustment with the PRET members at December 31, 2020.

During the first quarter of 2021, it was determined that an additional $ 0.5 million of the excess proceeds was due to the non-controlling interests, which amounts were included in other expenses, net in the unaudited condensed consolidated statement of operations.

During the three months and six months ended June 30, 2020, RentPayment generated $ 4.4 million and $ 8.2 million of revenue, respectively, and $ 0.9 million and $ 1.5 million of income from operations, respectively.

LOSS PER COMMON SHARE

For the three months ended September 30, 2021 and September 30, 2020, merchants referred by one ISO organization with potential merchant portability rights generated revenue within the

Company's Consumer Payments reportable segment that represented approximately 23.4 % and 21.4 %, respectively, of the Company's consolidated revenues.

( Loss) Earnings per Common Share

The following tables set forth the computation of the Company's basic and diluted loss per common share:

(in thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Basic and diluted loss per common share:

Net loss $ ( 9,477 ) $ ( 7,858 ) $ ( 12,156 ) $ ( 13,727 )

Net (loss) income $ ( 549 ) $ 85,740 $ ( 12,705 ) $ 72,013

Dividends and accretion attributable to redeemable senior preferred stockholders ( 5,813 ) — ( 9,724 ) —

Non-controlling interest preferred unit redemptions — — ( 10,777 ) —

Net loss attributable to common stockholders $ ( 24,165 ) $ ( 7,858 ) $ ( 26,844 ) $ ( 13,727 )

Weighted-average common shares outstanding(a) 69,496 67,114 68,525 67,088

Basic and Diluted Loss Per Common Share $ ( 0.35 ) $ ( 0.12 ) $ ( 0.39 ) $ ( 0.20 )

(a) The weighted-average common stock shares outstanding include the 1.8 million warrants issued under the Securities Purchase Agreement (refer to Note 9 , Redeemable Senior Preferred Stock and Warrants).

Potentially anti-dilutive securities that were excluded from loss per common share for the three months and six months ended June 30, 2021 and June 30, 2020 that could be dilutive in future periods were as follows:

Earnings attributable to non-controlling interests — ( 45,348 ) — ( 45,348 )

Net (loss) income attributable to common stockholders $ ( 6,362 ) $ 40,392 $ ( 33,206 ) $ 26,665

Weighted-average common shares outstanding (1)

71,979 67,167 69,689 67,114

Basic (loss) earnings per common share $ ( 0.09 ) $ 0.60 $ ( 0.48 ) $ 0.40

Weighted-average common shares outstanding (1)

71,979 67,167 69,689 67,114

Effect of potentially dilutive common stock equivalents — 119 — 17

Diluted weighted average common shares outstanding 71,979 67,286 69,689 67,131

Diluted (loss) earnings per common share $ ( 0.09 ) $ 0.60 $ ( 0.48 ) $ 0.40

(1) The weighted-average common stock shares outstanding include the 1.8 million warrants issued in the second quarter of 2021 (refer to Note 10, Redeemable Senior Preferred Stock and Warrants ).

Potentially anti-dilutive securities that were excluded from loss per common share for the three and nine months ended September 30, 2021 and September 30, 2020 that could be dilutive in future periods were as follows:

(in thousands) Common Stock Equivalents at

June 30, 2021 June 30, 2020

Outstanding warrants on common stock (a) 3,556 3,556

Outstanding options and warrants issued to adviser (a) 600 600

Restricted stock unit awards (b) 1,188 371

September 30, 2021 September 30, 2020

Outstanding warrants on common stock (1)

Outstanding options and warrants issued to adviser (1)

Restricted stock awards (2)

Liability-classified restricted stock units 135 238

Outstanding stock option awards (b) 1,301 1,607

Outstanding stock option awards (2)

Total 6,726 6,115

(a) Issued by M.I.

(1) Issued by M.I.

Acquisitions, Inc.

prior to July 25, 2018.

(b) Granted under the 2018 Equity Incentive Plan.

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(2) Granted under the 2018 Equity Incentive Plan.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements