What changed in this filing

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Item 1. Business

2023-03-23 compared with 2022-03-17 · 79 added, 74 removed, 259 unchanged (37% of the section changed)

Overview of the Company

Priority is a payments technology company that leverages a purpose-built platform to enable clients to collect, store and send money, operating at scale.

Priority is a leading payments technology company that leverages a purpose-built platform to enable clients to collect, store and send money, operating at scale.

We help our customers take and make payments while managing business and consumer operating accounts to monetize payment networks.

Our tailored, agile technology powers high-value payments products bolstered by our industry leading personalized support.

Priority was established in 2005 and has grown from a founder financed startup to becom e the 6 th largest non-bank merchant acquirer in the United States ("U.S.") by volume.

Since inception, we have built a native tec hnology platform that provides all forms of payments (card acquiring and issuing, automated clearing house ("ACH"), check and wire) and embedded banking services that serve small and medium-sized businesses ("SMB") , i ndependent software vendor (" ISV") and enterprise customers.

Collectively, our single platform to collect, store and send money currently processes over 60 billion transactions in payment volume on behalf of its approximately 240,000 SMB and ISV customers and has established approximately 75,000 supplier relationships.

Priority was established in 2005 and has grown from a founder-financed startup to becom e the 5 th largest non-bank merchant acquirer in the U.S.

Since inception, we have built a native tec hnology platform that provides all forms of payments (card acquiring and issuing, ACH, check and wire) and embedded finance services that serve SMB, ISV and enterprise customers.

Collectively, our single platform to collect, store and send money currently processes approximately $113 billion in payment volume on behalf of its approximately 260,000 SMB and ISV customers and has established approximately 75,000 supplier relationships.

Priority maintains a global business platform with 870 employees operating from its headquarters in Alpharetta, GA and offices in other locations, including New York, NY;

San Jose, CA;

Hicksville, NY;

Chattanooga, TN;

Raleigh, NC and Chandigarh, India.

Priority delivers value to its partners by leveraging a native banking and payments technology to deliver solutions that power modern commerce for SMBs and enterprise software and business partners.

Our approach is simple, we handle the complexities of payments and banking to free our partners to focus on their core business objectives.

Priority provides end-to-end operational support including risk management and underwriting, full compliance and customer service.

and Chandigarh, India.

Priority delivers value to its partners by leveraging its payments and embedded finance technology to deliver solutions that power modern commerce for SMBs and enterprise software and business partners.

Our approach is simple, we handle the complexities of payments and embedded finance to free our partners to focus on their core business objectives.

Priority's solutions are offered via API or proprietary applications with nationwide money transmission licenses, providing end-to-end operational support including automated risk management and underwriting, full compliance and industry leading customer service.

Our growth has been underpinned by three key strengths:

1) market leading proprietary product platforms in SMB, business-to-business ("B2B") and Enterprise Payments verticals;

1) market leading proprietary product platforms in SMB, B2B and Enterprise Payments verticals;

2) focused distribution engines dedicated to helping our partners monetize their merchant payment networks;

and 3) a cost-efficient, agile payment, banking and business processing infrastructure, purpose-built to support our partners in operating in these distinct market verticals.

Priority's solutions are delivered via internally developed payment applications and services to the SMB Payments, B2B Payments and Enterprise Payments business segments.

and 3) a cost-efficient, agile payment and business processing infrastructure, purpose-built to support our partners in operating in these distinct market verticals.

Priority's solutions are delivered via internally developed payment applications and services to customers in the following business segments:

• SMB Payments :

Provides full-service acquiring and payment-enabled solutions for business to consumer ("B2C") transactions, leveraging Priority's proprietary software platform, distributed through independent sales organizations ("ISO"), direct sales and vertically focused ISV channels.

Provides full-service acquiring and payment-enabled solutions for B2C transactions, leveraging Priority's proprietary software platform, distributed through ISO, direct sales and vertically focused ISV channels.

• B2B Payments :

Provides market-leading accounts payable ("AP") automation solutions to corporations, software partners and industry leading financial institutions ("FI") (including Citibank, Mastercard and American Express).

Provides market-leading AP automation solutions to corporations, software partners and industry leading FIs (including Citibank and Mastercard).

• Enterprise Payments :

Provides embedded payment and banking solutions to enterprise customers to modernize legacy platforms and accelerate software partners' strategies to monetize payments.

The SMB MX product line provides technology-enabled payment acceptance and business management capabilities to merchants, enterprises and our distribution partners.

The MX product line includes MX Connect and our MX Merchant products, which together provide resellers and merchant clients a flexible and customizable set of business applications that help better manage critical business work functions and revenue performance using core payment processing as our leverage point.

Provides embedded payment and treasury solutions to enterprise customers to modernize legacy platforms and accelerate software partners' strategies to monetize payments.

The MX product line provides technology-enabled payment acceptance and business management capabilities to merchants, enterprises and our distribution partners.

The MX product line includes MX Connect and MX Merchant products, which together provide resellers and merchant clients a flexible and customizable set of business applications that help better manage critical business work functions and revenue performance using core payment processing as our leverage point.

MX Connect provides our SMB payments reselling partners with automated tools that support low friction merchant on-boarding, underwriting and risk management, client service, and commission processing through a single mobile-enabled, web-based interface.

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This comprehensive suite of solutions enables merchants to 1) identify key consumer trends in their businesses;

2) quickly implement e-commerce or retail point-of-sale ("POS") solutions;

2) quickly implement e-commerce or retail POS solutions;

and 3) handle ACH payments.

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In addition to our SMB offering, we have diversified our source of revenues through our growing presence in the B2B market.

We provide automated AP offerings to our enterprise clients and FIs through our CPX platform.

We provide automated AP offerings to our enterprise clients and financial institutions through our CPX platform.

Our CPX platform offers clients a seamless bridge for buyer-to-supplier (payor-to-provider) payments by integrating directly to a buyer's payment instruction file and parsing it for payment to suppliers via virtual card, purchase card, ACH +, dynamic discounting or check.

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and 3) the Company with stable sources of payment processing and other revenue.

Additionally, we provide curated managed services and a robust suite of integrated AP automation solutions to industry leading FIs and card networks such as Citibank, Mastercard, Visa and American Express, among others.

Considering that the commercial payments volume in the U.S.

is over twice the size of consumer payments and substantially less penetrated for Electronic Payments, we believe that this market represents a high growth opportunity for us.

Our Enterprise Payments segment provides embedded payment and banking solutions to enterprise customers that modernize legacy platforms and accelerate modern software partners looking to monetize payment components.

Our Enterprise Payments segment provides embedded payment and treasury solutions to enterprise customers that modernize legacy platforms and accelerate modern software partners looking to monetize payment components.

We provide solutions for

ISVs, third-party integrators, and merchants that allow for the leveraging of our core payments engine, our automated payables platform or our account ledgering capabilities all via APIs resources.

ISVs, third-party integrators, and merchants that allow for the leveraging of our core payments engine, our automated payables platform or our account ledgering capabilities all via API resources.

We generate revenue primarily from payment processing transactions, and to a lesser extent, from monthly subscription services and other solutions provided to customers.

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Due to the nature of our strong reseller-centric distribution model and differentiated technology offering, we can drive efficient scale and operating leverage, generating robust margins and profitability.

For the year ended December 31, 2021, we generated revenue of $514.9 million, net loss attributable to common stockholders of $24.6 million and Adjusted EBITDA (a non-GAAP liquidity measure) of $96.3 million, compared to revenue of $404.3 million, net income attributable to common stockholders of $25.7 million, and Adjusted EBITDA of $70.3 million for the year ended December 31, 2020.

For a discussion of Adjusted EBITDA and a reconciliation to net income (loss), the most directly comparable measure under generally accepted accounting principles ("GAAP"), please see the section entitled " Item 7 - Management's Discussion and Analysis of Financial Conditions and Results of Operations Liquidity and Capital Resources " in Part II of this Annual Report on Form 10-K.

For the year ended December 31, 2022, we generated revenue of $663.6 million, net loss attributable to common stockholders of $39.0 million and operating income of $56.2 million, compared to revenue of $514.9 million, net loss attributable to common stockholders of $24.6 million and operating income of $33.1 million for the year ended December 31, 2021.

Industry Overview

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We believe this migration and overall market growth will continue to provide tailwinds to the Electronic Payments industry.

• Convergence of Payments and Banking – As consumer behavior shifts due to the COVID-19 pandemic, the scale of disruption is likely to grow dramatically and the speed of change will continue to rise in the months to come.

The appetite of both merchants and consumers for new alternatives to traditional payment options is top of mind and Big tech companies, fintechs, challenger banks and other non-bank entrants are driving market disruption by offering customers better user experiences at lower prices.

The continued displacement of cash and checks over the next several years, helped along by customers' adoption of digital shopping and fueled by their desire to avoid contact with physical infrastructure and objects, will create even more opportunities for disruption in payments.

• Convergence of Payments and Embedded Finance Solutions – As consumer behavior shifted during the COVID-19 pandemic, the scale of disruption grew dramatically and we believe the speed of change will continue to rise.

The appetite of both merchants and consumers for new alternatives to traditional payment options remains top of mind and big tech companies, fintechs, challenger banks and other non-bank entrants are driving market disruption by offering customers better user experiences at lower prices.

The continued displacement of cash and checks over the next several years, helped along by customers' adoption of digital shopping and fueled by their desire to avoid contact with physical infrastructure and objects, continues to create even more opportunities for disruption in payments.

• Mobile Payments – Historically, e-commerce was conducted on a computer via a web browser;

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B2B payments is the largest payment market in the U.S.

by volume and presents a significant opportunity for payment providers to capitalize on the conversion of check and paper-based payments to electronic payments, including card-based acceptance.

by volume and presents a significant opportunity for payment providers to capitalize on the conversion of check and paper-based payments to Electronic Payments, including card-based

As businesses have increasingly looked to improve efficiency and reduce costs, the electronification of B2B payments has gained momentum.

Competitive Strengths

We possess certain attributes that we believe differentiate us as a leading provider of merchant acquiring, commercial payment and banking as a service ("BaaS") solutions in the U.S.

We possess certain attributes that we believe differentiate us as a leading provider of merchant acquiring, commercial payment and embedded finance solutions in the U.S.

Our key competitive strengths include:

• Diverse Reseller Community – We maintain strong reseller relationships with approximately 1,300 partners, including ISOs, FIs, ISVs, value-added resellers ("VARs") and other referral partners.

• Diverse Reseller Community – We maintain strong reseller relationships with approximately 1,300 partners, including ISOs, FIs, ISVs, VARs and other referral partners.

MX Connect enables resellers to efficiently market merchant acquiring solutions to a broad base of merchants through a one-to-many distribution model.

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We deliver innovative business management products and add-on features that meet the needs of SMBs across different vertical markets.

Additionally, with our BaaS offerings, we are uniquely positioned to collect, store and send money on behalf of our customers.

Additionally, with our embedded finance offerings, we are uniquely positioned to collect, store and send money on behalf of our customers.

As a result, we believe we are well-positioned to capitalize on the trend towards integrated payments solutions, new technology adoption and value-add service utilization that is underway in the SMB market.

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• Highly Scalable Business Model with Operating Leverage – As a result of thoughtful investments in our technology, we have developed robust and differentiated infrastructure that has enabled us to scale in a cost-efficient manner.

Our operating efficiency supports a low capital expenditure environment to develop product enhancements that drive organic growth across our SMB and B2B payment ecosystems, as well as, attract both reselling partners and enterprise clients looking for best-in-class solutions.

Our operating efficiency supports a low capital expenditure environment to develop product enhancements that drive organic growth across our SMB, B2B and Enterprise payment ecosystems, as well as, attract both reselling partners and enterprise clients looking for best-in-class solutions.

By creating a cost-efficient environment that facilitates the combination of ongoing product innovation to drive organic growth and stable cash flow to fund acquisitions, we anticipate ongoing economies of scale and increased margins over time.

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Growth strategies include:

Organic Growth in our Consumer Reseller and Merchant Base

Organic Growth in our Reseller and Merchant Base

We expect to grow through our existing reseller network and merchant base by capitalizing on the organic growth of existing merchant volume and reseller merchant portfolios.

By providing resellers with agile tools to manage their sales businesses and grow their merchant portfolio, we have established a solid base from which to generate new merchant adoption and retain existing merchants.

By engaging in a consultative partnership approach, we maintain strong relationships with our reseller

partners and continue to exhibit strong merchant adoption and volume growth trends.

Through our resellers, we provide merchants with full-service acquiring solutions, as well as value-added services and tools to streamline their business processes and enable them to focus on driving same store sales growth.

Deploy our Banking as a Service Solution to Enterprise Customers

Our Enterprise Payments segment, and its flagship product Priority Passport enables software partners and business platform customers to embed our payments and banking solutions into their core operating and business systems that deliver a fully automated and digital experience to collect, store and send money for their customers.

Through Passport, Priority delivers a full BaaS solution to customers that manages the inflows and outflows, and reconciliation, of all forms of payments (ACH, wire, check, credit and debit) for an infinite number of clients from a single bank account.

The platform today manages over 340,000 active accounts and, through its nationwide money transmission licenses, handles approximately $500.0 million in deposits across a growing number of partners.

This segment is quickly growing as marketplaces, gig economy platforms, software partners, and legacy business platforms are incorporating features of payment processing and banking services into their customer experience and enhance their offering.

By engaging in a consultative partnership approach, we maintain strong relationships with our reseller partners and continue to exhibit strong merchant adoption and volume growth trends.

Through our resellers, we provide

merchants with full-service acquiring solutions, as well as value-added services and tools to streamline their business processes and enable them to focus on driving same store sales growth.

Deploy our Embedded Finance Solution to Enterprise Customers

Our Enterprise Payments segment, and its flagship product Priority Passport enables software partners and business platform customers to embed our payments and treasury solutions into their core operating and business systems that deliver a fully automated and digital experience to collect, store and send money for their customers.

Through Passport, Priority delivers a fully embedded finance solution to customers that manages the inflows and outflows, and reconciliation, of all forms of payments (ACH, wire, check, credit and debit) for an infinite number of clients from a single account.

The platform today manages over 460,000 active accounts and, through its money transmission licenses in 46 U.S.

states and two U.S.

territories, handles over $500 million in deposits across a growing number of banking partners.

This segment is quickly growing as marketplaces, gig economy platforms, software partners, and legacy business platforms are incorporating features of payment processing and embedded finance services into their customer experience and enhance their offering.

Expand our Network of Distribution Partners

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Deploy Industry Specific Payment Technology

We intend to continue to enhance and deploy our technology-enabled payment solutions in attractive industries.

Specifically, we will continue to expand our capabilities to collect, store and send money into industry-specific verticals.

We intend to continue to enhance and deploy our technology-enabled payment solutions and our capabilities to collect, store and send money into industry-specific verticals.

We continue to identify and evaluate new, attractive industries where we can deliver differentiated technology-enabled payment solutions that meet merchants' industry-specific needs.

Expand Electronic Payments Share of B2B Transactions with CPX

We have a growing presence in the commercial payments market where we provide curated managed services and AP automation solutions to industry leading FIs and card networks such as Citibank, Mastercard, Visa and American Express.

The commercial payments market is the largest and one of the fastest growing payments markets in the U.S.

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2) ISVs and business partnerships;

3) the card networks (Mastercard, Visa, American Express);

3) the card networks (Mastercard and Visa);

and 4) large U.S.

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By establishing a seamless bridge for buyer-to-supplier (payor-to-provider) payments that is integrated directly to a buyer's payment instruction file to facilitate payments to vendors via all payment types (virtual card, purchase card, ACH +, dynamic discounting), we have established ourselves as one of the top solutions in commercial payments.

Our Enterprise segment goes to market through integrations with software partners and business platform customers by enabling them to embed our payments and treasury solutions into their core operating and business systems.

Priority’s Passport offering provides those partners with a fully automated, scalable and integrated financial tool to collect, store and send money for their customers.

Our market strategy has resulted in a merchant base that we believe is diversified across both industries and geographies resulting in, what we believe, is more stable average profitability per merchant.

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Processing is a scale-driven business in which many acquirers outsource the processing function to a small number of large processors.

In these partnerships, we serve as a merchant acquirer and enter into processing agreements with payment processors, such as First Data or TSYS, to assist us in providing front-end and back-end transaction processing services for our merchants.

In these partnerships, we serve as a merchant acquirer and enter into processing agreements with payment processors, such as First Data or Global Payments, to assist us in providing front-end and back-end transaction processing services for our merchants.

These third parties are compensated for their services.

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To register with a card network in the U.S., acquirers must maintain relationships with banks willing to sponsor the merchant acquirer's adherence to the rules and standards of the card networks, or a sponsor bank.

We maintain sponsor bank relationships with Wells Fargo, Synovus Bank, Pueblo Bank, Sutton Bank and Axiom Bank.

For ACH payments, the Company's ACH network (ACH.com) is sponsored by Atlantic Capital Bank and Fifth Third Bank.

We maintain sponsor bank relationships with Wells Fargo, Synovus Bank, Pueblo Bank, Sutton Bank, Fifth Third Bank and Axiom Bank.

For ACH payments, the Company's ACH network (ACH.com) is sponsored by South State Bank and Fifth Third Bank.

Sponsor bank relationships enable us to route transactions under the sponsor bank's control and identification number (referred to as a BIN for Visa and ICA for Mastercard) across the card networks (or ACH network) to authorize and clear transactions.

Risk Management

Our thoughtful merchant and reseller underwriting policies combined with our forward-looking transaction management capabilities have enabled us to maintain low credit loss performance.

Our risk management strategies are informed by a team with decades of experience managing merchant acquiring risk operations that are augmented by our modern systems designed to manage risk at the transaction level.

Our thoughtful merchant and reseller underwriting policies combined with our forward-looking transaction monitoring capabilities have enabled us to maintain low credit loss performance.

Our risk management strategies are informed by a team with decades of experience managing merchant acquiring risk operations that are augmented by our rules-based modern systems designed to manage risk at the transaction level.

Initial Underwriting – Central to our risk management process are our front-line underwriting policies that vet all resellers and merchants prior to their contractual arrangements with us.

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3) anti-money laundering information;

and, 4) Office of Foreign Assets Control ("OFAC") and Financial Crimes Enforcement Network ("FinCEN") information from a variety of integrated databases.

and, 4) OFAC and FinCEN information from a variety of integrated databases.

The collected information is delivered to a tenured team of underwriters who conduct any necessary industry checks, financial performance analysis or owner background checks, consistent with our policies.

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Acquisitions and Dispositions of Businesses

On September 17, 2021, we completed our acquisition of Finxera Holdings, Inc.

On November 18, 2022, the Company completed our acquisition of certain assets of Ovvi, LLC.

Ovvi, LLC operated as a SaaS proprietary platform for the restaurant, hospitality and retail industries.

The acquisition will allow the Company to offer point of sale software and hardware systems, comprehensive ancillary services and processing services.

On September 17, 2021, The Company completed our acquisition of Finxera.

Finxera is a provider of deposit account management and licensed money transmission services in the U.S.

The acquisition of Finxera 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.

See Note 3, Acquisition s for additional information related to the Company's acquisitions.

For information regarding our business disposal, see Note 6, Disposal of Business .

The acquisition of Finxera allows 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.

Acquisitions for additional information related to the Company's acquisitions.

For information regarding our business disposal, see Note 3.

Disposal of Business .

acquiring industry is highly competitive, with several large processors accounting for the majority of processing volume.

When excluding banks, we ranked 5th among U.S.

merchant acquirers, according to the Nilson Report issued in March 2021.

non-bank merchant acquirers, according to the Nilson Report issued in March 2022.

The concentration at the top of the industry is partly a result of consolidation.

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Other competitive factors that set acquirers apart include:

2) vast product offerings;

2) breadth of product offerings;

3) partnerships with FIs;

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According to the SMB Group, a markets insight firm for SMBs, the majority of SMBs recognize the upside that tech-enabled solutions provide to daily operations and long-term growth potential.

As small businesses increasingly demand integrated solutions tailored to specific business functions or industries, merchant processors are adopting payment-enabled software offerings that combine BaaS products with core business operating software.

As small businesses increasingly demand integrated solutions tailored to specific business functions or industries, merchant processors are adopting payment-enabled software offerings that combine embedded finance products with core business operating software.

By subsisting within SMB's critical business software, processors are able to improve economic results through better merchant retention and higher processing margins.

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Wall Street Reform and Consumer Protection Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") resulted in significant structural and other changes to the regulation of the financial services industry.

The Dodd-Frank Act directed the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") to regulate the debit interchange transaction fees that a card issuer or payment card network receives or charges for an electronic debit transaction.

The Dodd-Frank Act resulted in significant structural and other changes to the regulation of the financial services industry.

The Dodd-Frank Act directed the Federal Reserve Board to regulate the debit interchange transaction fees that a card issuer or payment card network receives or charges for an electronic debit transaction.

Pursuant to the so-called "Durbin Amendment" to the Dodd-Frank Act, these fees must be "reasonable and proportional" to the cost incurred by the card issuer in authorizing, clearing and settling the transaction.

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1) enable at least two unaffiliated networks on each debit card;

2) prohibit card networks from entering into exclusivity arrangements;

2) prohibit card networks from entering into exclusivity

arrangements;

and 3) restrict the ability of issuers or networks to mandate transaction routing requirements.

The prohibition on network exclusivity has not significantly affected our ability to pass on network fees and other costs to our customers, nor do we expect it to in the future.

The Dodd-Frank Act created the Consumer Financial Protection Bureau ("CFPB"), which has assumed responsibility for enforcing federal consumer protection laws, and the Financial Stability Oversight Council ("FSOC"), which was established to, among other things, identify risks to the stability of the U.S.

The Dodd-Frank Act created the CFPB, which has assumed responsibility for enforcing federal consumer protection laws, and the FSOC, which was established to, among other things, identify risks to the stability of the U.S.

financial system.

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Banking Laws and Regulations

The Federal Financial Institutions Examination Council (the "FFIEC") is an interagency body comprised of federal bank and credit union regulators such as the Federal Reserve Board, the Federal Deposit Insurance Corporation ("FDIC"), the National Credit Union Administration, the Office of the Comptroller of the Currency and the Bureau of Consumer Financial Protection.

The FFIEC is an interagency body comprised of federal bank and credit union regulators such as the Federal Reserve Board, the FDIC, the National Credit Union Administration, the Office of the Comptroller of the Currency and the Bureau of Consumer Financial Protection.

The FFIEC examines large data processors to identify and mitigate risks associated with systemically significant service providers, including specifically the risks they may pose to the banking industry.

We are considered by the FFIEC to be a technology service provider ("TSP") based on the services we provide to FIs.

We are considered by the FFIEC to be a TSP based on the services we provide to FIs.

As a TSP, we are subject to audits by an interagency group consisting of the Federal Reserve System, the FDIC, and the Office of the Comptroller of the Currency.

We also hold money transmission licenses in 46 U.S.

states and territories.

states and two U.S.

Accordingly, we are subject to the applicable laws and regulations and are subject to examinations by state banking regulators.

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2) certain health care technology laws, including HIPAA and the Health Information Technology for Economic and Clinical Act;

and 3) the California Consumer Protection Act ("CCPA"), which establishes a new privacy framework for covered businesses by:

and 3) the CCPA, which establishes a new privacy framework for covered businesses by:

i) creating an expanded definition of personal information;

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These laws also impose requirements for safeguarding and removal or elimination of personal information.

Anti-money Laundering and Counter-terrorism Regulation

federal anti-money laundering laws and regulations, including the Bank Secrecy Act of 1970, as amended by the USA PATRIOT Act of 2001 (collectively, the "BSA"), and the BSA implementing regulations administered by FinCEN, a bureau of the U.S.

AML and Counter-terrorism Regulation

federal anti-money laundering laws and regulations, including the BSA, and the BSA implementing regulations administered by FinCEN, a bureau of the U.S.

Department of the Treasury, require, among other things, each financial institution to:

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citizens and entities with respect to transactions by U.S.

persons with specified countries and individuals and entities identified on OFAC's Specially Designated Nationals list (for example,

individuals and companies owned or controlled by, or acting for or on behalf of, countries subject to certain economic and trade sanctions, as well as terrorists, terrorist organizations and narcotics traffickers identified by OFAC under programs that are not country specific).

persons with specified countries and individuals and entities identified on OFAC's Specially Designated Nationals list (for example, individuals and companies owned or controlled by, or acting for or on behalf of, countries subject to certain economic and trade sanctions, as well as terrorists, terrorist organizations and narcotics traffickers identified by OFAC under programs that are not country specific).

Similar anti-money laundering, counter-terrorist financing and proceeds of crime laws apply to movements of currency and payments through electronic transactions and to dealings with persons specified on lists maintained by organizations similar to OFAC in several other countries and which may impose specific data retention obligations or prohibitions on intermediaries in the payment process.

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Telephone Consumer Protection Act

We are subject to the Federal Telephone Consumer Protection Act of 1191 (the "TCPA") and various state laws to the extent we place telephone calls and short message service ("SMS") messages to clients and consumers.

We are subject to the Federal TCPA and various state laws to the extent we place telephone calls and SMS messages to clients and consumers.

The TCPA regulates certain telephone calls and SMS messages placed using automatic telephone dialing systems or artificial or prerecorded voices and can alter the way we do business.

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We believe all of our employees should be treated with respect and equality, regardless of gender, ethnicity, sexual orientation, gender identity, religious beliefs or other characteristics.

As part of this goal, we launched a Diversity and Inclusion roundtable series for all employees.

Inclusion and diversity remains a common thread in all of our human resource practices so that we can attract, develop and retain the best talent for our workforce.

Inclusion and diversity remain a common thread in all of our human resource practices so that we can attract, develop and retain the best talent for our workforce.

Availability of Filings

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are made available free of charge on our internet website at www.prth.com, as soon as reasonably practicable after we have electronically filed the material with, or furnished it to, the Securities and Exchange Commission (the "SEC").

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are made available free of charge on our internet website at www.prth.com, as soon as reasonably practicable after we have electronically filed the material with, or furnished it to the SEC.

The SEC maintains an internet site that contains our reports, proxy and information statements and our other SEC filings.

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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 1. Business