What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-17 compared with 2021-03-31 · 22 added, 43 removed, 5 unchanged (93% of the section changed)

1 unchanged sentence

Market Information

Prior to the consummation of the Business Combination on July 25, 2018, MI Acquisitions' common stock, warrants and units were each listed on The Nasdaq Capital Market under the symbol "MACQ," "MACQW" and "MACQU," respectively.

Upon the consummation of the Business Combination and the change of the Company's name to Priority Technology Holdings, Inc., our common stock commenced trading on The Nasdaq Global Market under the symbol "PRTH" and our warrants and units commenced trading under the symbols "PRTHW" and "PRTHU," respectively.

As of March 6, 2019, our warrants and units were delisted from trading on The Nasdaq Global Market.

Following their delisting, our warrants and units became available to be quoted in the over-the-counter market under the symbols "PRTHW" and "PRTHU," respectively.

On July 25, 2018, our common stock began trading on The Nasdaq Global Market under the symbol "PRTH".

As of March 10, 2022, we had 64 holders of record of our common stock.

This figure does not include the number of persons whose securities are held in nominee or "street" name accounts through brokers.

With the exception of one holder, all of our outstanding warrants and units were held in nominee or "street" name accounts through brokers.

We have never declared or paid, and do not anticipate declaring or paying in the foreseeable future, any cash dividends on our common stock.

Recent Sales of Unregistered Securities

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

SELECTED FINANCIAL DATA

The following table sets forth selected historical financial information derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

You should read the following selected financial data in conjunction with the sections entitled " Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations " and the audited consolidated financial statements and the related notes appearing elsewhere in this Annual Report on Form 10-K.

Year Ended December 31,

(in thousands, except per share amounts) 2020 2019 2018

Statement of operations data:

Revenues $ 404,342 $ 371,854 $ 375,822

Operating expenses 383,481 364,670 359,429

Income from operations 20,861 7,184 16,393

Interest expense (44,839) (40,653) (29,935)

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

Debt extinguishment and modification expenses (1,899) — (2,043)

Other income (expenses), net 596 710 (4,741)

Income (loss) before income taxes 81,958 (32,759) (20,326)

Income tax expense (benefit) 10,899 830 (2,490)

Net income (loss) 71,059 (33,589) (17,836)

Less earnings attributable to redeemable and redeemed non-controlling interests (45,398) — —

Net income (loss) attributable to stockholders of Priority Technology Holdings, Inc.

$ 25,661 $ (33,589) $ (17,836)

Common stockholders of Priority Technology Holdings, Inc.:

Basic earnings (loss) per common share $ 0.38 $ (0.50) $ (0.29)

Diluted earnings (loss) per common share $ 0.38 $ (0.50) $ (0.29)

Year Ended December 31,

2020 2019 2018

Statement of cash flows data:

Net cash provided by (used in):

Operating activities $ 47,072 $ 39,364 $ 31,348

Investing activities $ 166,396 $ (97,747) $ (108,928)

Financing activities $ (175,813) $ 75,017 $ 67,252

As of December 31,

Balance sheet data:

Cash and restricted cash $ 88,120 $ 50,465

Total assets $ 417,829 $ 464,505

Total liabilities $ 516,393 $ 585,194

Total stockholders' deficit $ (98,564) $ (120,689)

Shares of common stock outstanding 67,391 67,061

Equity Compensation Plan Information

Period Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)

Weighted-average exercise price of outstanding options, warrants and rights (2)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)

Equity Compensation Plans approved by security holders 2,206,328 $ 6.90 3,363,040

Equity Compensation Plans not approved by security holders — $ — —

(1) Represents stock options and Restricted Stock Units ("RSU") outstanding under the Company's 2018 Equity Incentive Plan.

(2) The weighted-average exercise price set forth in this column is calculated for stock options outstanding and excludes outstanding RSU awards, since recipients are not required to pay an exercise price to receive the shares related to these awards.

Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table presents information with respect to purchases made by the Company of its common stock during the three months ended December 31, 2021 (shares are in whole units):

Period Total Number of Shares Purchased (1)

Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)

October 1-31, 2021 18,939 $ 5.56 — —

November 1-30, 2021 31,279 $ 6.57 — —

December 1-31, 2021 55,891 $ 6.56 — —

Total 106,109 —

(1) Includes shares withheld to satisfy employees' tax withholding obligations in connection with the vesting of restricted stock awards.

The number of shares withheld was determined based on the fair market value on the vesting date.

(2) The Company terminated the 2021 Share Repurchase Program in September 2021.

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-K

Item 5. Market for Registrant’s Common Equity