Priority Technology Holdings, Inc. 10-Q

Item 1. Financial Statements September 30, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 41,072 $ 39,604 Restricted cash 13,398 11,923 Accounts receivable, net of allowances of $ 7,887 and $ 5,289 , respectively 73,393 58,551 Prepaid expenses and other current assets 19,103 13,273 Current portion of notes receivable, net of allowance of $ 0 and $ 0 , respectively 2,567 1,468 Settlement assets and customer/subscriber account balances 879,361 756,475 Total current assets 1,028,894 881,294 Notes receivable, less current portion 3,727 3,728 Property, equipment and software, net 51,603 44,680 Goodwill 376,091 376,103 Intangible assets, net 248,819 273,350 Deferred income taxes, net 25,477 22,533 Other noncurrent assets 25,058 13,649 Total assets $ 1,759,669 $ 1,615,337 Liabilities, Redeemable Senior Preferred Stock, Redeemable NCI, and Stockholders' Deficit Current liabilities: Accounts payable and accrued expenses $ 67,009 $ 52,643 Accrued residual commissions 35,818 33,025 Customer deposits and advance payments 4,205 3,934 Current portion of long-term debt 8,350 6,712 Settlement and customer/subscriber account obligations 875,815 755,754 Total current liabilities 991,197 852,068 Long-term debt, net of current portion, discounts and debt issuance costs 808,081 631,965 Other noncurrent liabilities 19,241 18,763 Total liabilities 1,818,519 1,502,796 Commitments and contingencies ( Note 14 ) Redeemable senior preferred stock, net of discounts and issuance costs: Redeemable senior preferred stock, $ 0.001 par value; 250,000 shares authorized; 225,000 shares issued at September 30, 2024 and December 31, 2023; 88,064 and 225,000 shares outstanding at September 30, 2024 and December 31, 2023, respectively 105,098 258,605 Stockholders' deficit: Preferred stock, $ 0.001 ; 100,000,000 shares authorized; 0 issued or outstanding at September 30, 2024 and December 31, 2023 — — Common Stock, $ 0.001 par value; 1,000,000,000 shares authorized; 81,440,659 and 79,589,055 shares issued at September 30, 2024 and December 31, 2023, respectively; and 77,092,558 and 76,956,889 shares outstanding at September 30, 2024 and December 31, 2023, respectively 77 77 Treasury stock at cost, 4,348,101 and 2,632,166 shares at September 30, 2024 and December 31, 2023, respectively ( 19,278 ) ( 12,815 ) Additional paid-in capital — — Accumulated other comprehensive loss ( 66 ) ( 29 ) Accumulated deficit ( 146,571 ) ( 134,951 ) Total stockholders' deficit attributable to stockholders of Priority ( 165,838 ) ( 147,718 ) Non-controlling interests in consolidated subsidiaries 1,890 1,654 Total stockholders' deficit ( 163,948 ) ( 146,064 ) Total liabilities, redeemable senior preferred stock, redeemable NCI and stockholders' deficit $ 1,759,669 $ 1,615,337 1 Table of Contents Priority Technology Holdings, Inc . Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Revenues $ 227,049 $ 189,015 $ 652,635 $ 556,333 Operating expenses Cost of revenue (excludes depreciation and amortization) 141,070 116,682 408,486 353,929 Salary and employee benefits 21,748 20,129 66,017 58,286 Depreciation and amortization 13,733 17,275 44,230 53,303 Selling, general and administrative 12,413 11,423 34,620 31,328 Total operating expenses 188,964 165,509 553,353 496,846 Operating income 38,085 23,506 99,282 59,487 Other (expense) income Interest expense ( 23,246 ) ( 19,997 ) ( 65,836 ) ( 55,461 ) Debt extinguishment and modification costs ( 43 ) — ( 8,666 ) — Other income, net 711 732 2,011 1,319 Total other expense, net ( 22,578 ) ( 19,265 ) ( 72,491 ) ( 54,142 ) Income before income taxes 15,507 4,241 26,791 5,345 Income tax expense 4,899 4,328 9,996 6,550 Net income (loss) 10,608 ( 87 ) 16,795 ( 1,205 ) Less: Dividends and accretion attributable to redeemable senior preferred stockholders ( 5,121 ) ( 12,192 ) ( 36,348 ) ( 35,252 ) Less: Return on redeemable NCI in consolidated subsidiary — — ( 639 ) — Net income (loss) attributable to common stockholders 5,487 ( 12,279 ) ( 20,192 ) ( 36,457 ) Other comprehensive income ( loss) Foreign currency translation adjustments ( 28 ) ( 65 ) ( 37 ) ( 34 ) Comprehensive income (loss) $ 5,459 $ ( 12,344 ) $ ( 20,229 ) $ ( 36,491 ) Earnings (loss) per common share: Basic $ 0.07 $ ( 0.16 ) $ ( 0.26 ) $ ( 0.47 ) Diluted $ 0.07 $ ( 0.16 ) $ ( 0.26 ) $ ( 0.47 ) Weighted-average common shares outstanding: Basic 77,973 78,381 77,910 78,270 Diluted 80,095 78,381 77,910 78,270 See Notes to Unaudited Consolidated Financial Statement 2 Priority Technology Holdings, Inc. Unaudited Consolidated Statements of Changes in Stockholders' Deficit and Non-Controlling Interest (in thousands) Common Stock Treasury Stock APIC AOCI Accumulated Deficit Deficit Attributable to Stockholders NCIs Total Shares $ Shares $ December 31, 2023 76,957 $ 77 2,632 $ ( 12,815 ) $ — $ ( 29 ) $ ( 134,951 ) $ ( 147,718 ) $ 1,654 $ ( 146,064 ) Equity-classified stock-based compensation — — — — 1,540 — — 1,540 — 1,540 ESPP compensation and vesting of stock-based compensation 429 — — — 49 — — 49 — 49 Shares withheld for taxes ( 123 ) — 123 ( 421 ) — — — ( 421 ) — ( 421 ) Exchange for PHOT redeemable NCI ( 1,428 ) ( 1 ) 1,428 ( 5,255 ) ( 581 ) — — ( 5,837 ) — ( 5,837 ) Dividends on redeemable senior preferred stock — — — — ( 11,821 ) — — ( 11,821 ) — ( 11,821 ) Accretion of redeemable senior preferred stock — — — — ( 841 ) — — ( 841 ) — ( 841 ) Issuance of profit interests/common equity in subsidiaries — — — — — — — — 93 93 Foreign currency translation adjustment — — — — — ( 13 ) — ( 13 ) — ( 13 ) Reclassification of negative additional paid in capital — — — — 11,654 — ( 11,654 ) — — — Net income — — — — — — 5,193 5,193 — 5,193 March 31, 2024 75,835 $ 76 4,183 $ ( 18,491 ) $ — $ ( 42 ) $ ( 141,412 ) $ ( 159,869 ) $ 1,747 $ ( 158,122 ) Equity-classified stock-based compensation — — — — 1,744 — — 1,744 — 1,744 ESPP compensation and vesting of stock-based compensation 190 — — — 60 — — 60 — 60 Shares withheld for taxes ( 57 ) — 57 ( 182 ) — — — ( 182 ) — ( 182 ) Redemption of PHOT redeemable NCI — — — — 3,765 — — 3,765 — 3,765 Return on PHOT redeemable NCI — — — — ( 58 ) — — ( 58 ) ( 58 ) Dividends on redeemable senior preferred stock — — — — ( 8,426 ) — — ( 8,426 ) — ( 8,426 ) Accretion of redeemable senior preferred stock — — — — ( 10,139 ) — — ( 10,139 ) — ( 10,139 ) Issuance of profit interests/ common equity in subsidiaries — — — — — — — — 85 85 Foreign currency translation adjustment — — — — — 4 — 4 — 4 Reclassification of negative additional paid-in capital — — — — 13,054 — ( 13,054 ) — — — Net income — — — — — — 994 994 — 994 3 Priority Technology Holdings, Inc. Unaudited Consolidated Statements of Changes in Stockholders' Deficit and Non-Controlling Interest (in thousands) Common Stock Treasury Stock APIC AOCI Accumulated Deficit Deficit Attributable to Stockholders NCIs Total Shares $ Shares $ June 30, 2024 75,968 $ 76 4,240 $ ( 18,673 ) $ — $ ( 38 ) $ ( 153,472 ) $ ( 172,107 ) $ 1,832 $ ( 170,275 ) Equity-classified stock-based compensation — — — — 1,358 — — 1,358 — 1,358 ESPP compensation and vesting of stock-based compensation 419 — — — 56 — — 56 — 56 Shares withheld for taxes ( 108 ) — 108 ( 605 ) — — — ( 605 ) — ( 605 ) PHOT share issuance 813 1 — — — — — 1 — 1 Dividends on redeemable senior preferred stock — — — — ( 4,786 ) — — ( 4,786 ) — ( 4,786 ) Accretion of redeemable senior preferred stock — — — — ( 335 ) — — ( 335 ) — ( 335 ) Issuance of profit interests/common equity in subsidiaries — — — — — — — — 58 58 Foreign currency translation adjustment — — — — — ( 28 ) — ( 28 ) — ( 28 ) Reclassification of negative additional paid-in capital — — — — 3,707 — ( 3,707 ) — — — Net loss — — — — — — 10,608 10,608 — 10,608 September 30, 2024 77,092 77 4,348 ( 19,278 ) — ( 66 ) ( 146,571 ) ( 165,838 ) 1,890 ( 163,948 ) 4 Priority Technology Holdings, Inc. Unaudited Consolidated Statements of Changes in Stockholders' Deficit and Non-Controlling Interest (in thousands) Common Stock Treasury Stock APIC AOCI Accumulated Deficit Deficit Attributable to Stockholders NCIs Total Shares $ Shares $ December 31, 2022 76,044 $ 76 2,341 $ ( 11,559 ) $ 9,650 $ — $ ( 102,208 ) $ ( 104,041 ) $ 1,255 $ ( 102,786 ) Equity-classified stock-based compensation — — — — 1,936 — — 1,936 — 1,936 ESPP compensation and vesting of stock-based compensation 517 — — — 37 — — 37 — 37 Shares withheld for taxes ( 157 ) — 157 ( 777 ) — — — ( 777 ) — ( 777 ) Dividends on redeemable senior preferred stock — — — — ( 10,477 ) — — ( 10,477 ) — ( 10,477 ) Accretion of redeemable senior preferred stock — — — — ( 818 ) — — ( 818 ) — ( 818 ) Adjustment to NCI — — — — — — — — ( 403 ) ( 403 ) Foreign currency translation adjustment — — — — — 24 — 24 — 24 Net loss — — — — — — ( 506 ) ( 506 ) — ( 506 ) March 31, 2023 76,404 $ 76 2,498 $ ( 12,336 ) $ 328 $ 24 $ ( 102,714 ) $ ( 114,622 ) $ 852 $ ( 113,770 ) Equity-classified stock-based compensation — — — — 1,746 — — 1,746 — 1,746 ESPP compensation and vesting of stock-based compensation 192 — — — 43 — — 43 — 43 Shares withheld for taxes ( 65 ) — 65 ( 241 ) — — — ( 241 ) — ( 241 ) Dividends on redeemable senior preferred stock — — — — ( 10,934 ) — — ( 10,934 ) — ( 10,934 ) Accretion of redeemable senior preferred stock — — — — ( 831 ) — — ( 831 ) — ( 831 ) Foreign currency translation adjustment — — — — — 7 — 7 — 7 Reclassification of negative additional paid-in capital — — — — 9,648 — ( 9,648 ) — — — Net income — — — — — — ( 612 ) ( 612 ) — ( 612 ) June 30, 2023 76,531 $ 76 2,563 $ ( 12,577 ) $ — $ 31 $ ( 112,974 ) $ ( 125,444 ) $ 852 $ ( 124,592 ) Equity-classified stock-based compensation — — — — 1,501 — — 1,501 — 1,501 ESPP compensation and vesting of stock-based compensation 103 1 — — 38 — — 39 — 39 Shares withheld for taxes — — 1 — — — — — — — Dividends on redeemable senior preferred stock — — — — ( 11,348 ) — — ( 11,348 ) — ( 11,348 ) Accretion of redeemable senior preferred stock — — — — ( 844 ) — — ( 844 ) — ( 844 ) Issuance of profit interest/common equity in subsidiaries — — — — — — — — 514 514 Foreign currency translation adjustment — — — — — ( 65 ) — ( 65 ) — ( 65 ) Reclassification of negative additional paid in capital — — — — 10,653 — ( 10,653 ) — — — Net income — — — — — — ( 87 ) ( 87 ) — ( 87 ) September 30, 2023 76,634 $ 77 2,564 $ ( 12,577 ) $ — $ ( 34 ) $ ( 123,714 ) $ ( 136,248 ) $ 1,366 $ ( 134,882 ) 5 T a b l e o f C o n t e n t s Priority Technology Holdings, Inc . Unaudited Consolidated Statements of Cash Flows (in thousands) Nine Months Ended September 30, 2024 2023 Cash flows from operating activities: Net income (loss) $ 16,795 $ ( 1,205 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization of assets 44,230 53,303 Stock-based, ESPP and incentive units compensation 4,878 5,183 Amortization of debt issuance costs and discounts 2,250 2,812 Debt extinguishment and modification costs 8,666 — Deferred income tax ( 2,944 ) ( 2,432 ) Change in contingent consideration 3,280 906 Other non-cash items, net ( 37 ) ( 169 ) Change in operating assets and liabilities: Accounts receivable ( 15,712 ) 17,931 Prepaid expenses and other current assets ( 2,808 ) ( 2,630 ) Income taxes (receivable) payable ( 3,000 ) 498 Notes receivable ( 883 ) ( 668 ) Accounts payable and other accrued liabilities 12,864 302 Customer deposits and advance payments 271 3,802 Other assets and liabilities, net ( 5,998 ) ( 4,953 ) Net cash provided by operating activities 61,852 72,680 Cash flows from investing activities: Acquisition of business, net of cash acquired — ( 28,182 ) Additions to property, equipment and software ( 17,044 ) ( 15,268 ) Notes receivable, net ( 216 ) 151 Acquisitions of assets and other investing activities ( 7,474 ) ( 7,925 ) Net cash used in investing activities ( 24,734 ) ( 51,224 ) Cash flows from financing activities: Proceeds from issuance of long-term debt, net of issue discount 830,200 — Debt issuance and modification costs paid ( 6,901 ) ( 807 ) Repayments of long-term debt ( 656,460 ) ( 4,650 ) Borrowings under revolving credit facility — 44,000 Repayments of borrowings under revolving credit facility — ( 23,500 ) Redemption of PHOT redeemable NCI ( 2,130 ) — Repurchases of shares withheld for taxes ( 1,208 ) ( 1,018 ) Redemption of senior preferred stock ( 136,936 ) — Redemption of accumulated unpaid dividend on redeemable senior preferred stock ( 30,819 ) — Dividends paid to redeemable senior preferred stockholders ( 22,099 ) ( 17,908 ) Settlement and customer/subscriber accounts obligations, net 116,065 165,610 Payment of contingent consideration related to business combination ( 4,996 ) ( 4,698 ) Net cash provided by financing activities 84,716 157,029 Net change in cash and cash equivalents and restricted cash: Net increase in cash and cash equivalents, and restricted cash 121,834 178,485 Cash and cash equivalents and restricted cash at beginning of period 796,223 560,610 Cash and cash equivalents and restricted cash at end of period $ 918,057 $ 739,095 6 T a b l e o f C o n t e n t s Priority Technology Holdings, Inc . Unaudited Consolidated Statements of Cash Flows (in thousands) Nine Months Ended September 30, 2024 2023 Reconciliation of cash and cash equivalents, and restricted cash: Cash and cash equivalents $ 41,072 $ 24,595 Restricted cash 13,398 13,890 Cash and cash equivalents included in settlement assets and customer/subscriber account balances (see Note 4 ) 863,587 700,610 Total cash and cash equivalents, and restricted cash $ 918,057 $ 739,095 Supplemental cash flow information: Cash paid for interest $ 53,406 $ 54,670 Non-cash investing and financing activities: Adjustment to value of profit interest units $ — $ 596 Acquisition of intangible asset $ ( 5,751 ) $ 193 Measurement period adjustment to purchase price $ 12 $ 110 Cash portion of dividend payable for redeemable senior preferred stock (1) $ — $ 6,810 Issuance of NCI $ 236 $ 184 (1) Paid on October 2, 2023 See Notes to Unaudited Consolidated Statements 7 Table of Contents Priority Technology Holdings, Inc. Notes to Unaudited Consolidated Financial Statements 1. Basis of Presentation and Significant Accounting Policies Business, Consolidation and Presentation Priority Technology Holdings, Inc. is a holding company with no material operations of its own. Priority Technology Holdings, Inc. and its consolidated subsidiaries are referred to herein collectively as "Priority," the "Company," "we," "our" or "us," unless the context requires otherwise. Priority is the payments and banking fintech that streamlines collecting, storing, lending and sending money through its innovative commerce engine to unlock revenue and generate operational success for businesses. 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. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. The accompanying Unaudited Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. These Unaudited Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information pursuant to the rules and regulations of the SEC. The Consolidated Balance Sheet as of December 31, 2023 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 but does not include all disclosures required by GAAP for annual financial statements. NCI represents the equity interest in certain consolidated entities in which the Company owns less than 100% of the profit interests. Changes in the Company's ownership interest while the Company retains its controlling interest are accounted for as equity transactions. As of September 30, 2024, there was no income attributable to NCI in accordance with the applicable operating agreements. In the opinion of the Company's management, all known adjustments necessary for a fair presentation of the Unaudited 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 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, 2023. Use of Estimates The preparation of Unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Unaudited Consolidated Financial Statements and the reported amounts of revenues and expenses during the reported period. Actual results could materially differ from those estimates. Foreign Currency The Company's reporting currency is the U.S. dollar. The functional currency of the Indian subsidiary of the Company is the Indian Rupee (i.e. local currency of Republic of India). The functional currency of the Canadian subsidiaries of the Company is the Canadian Dollar. Accordingly, 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. Translation adjustments are reported as a component of accumulated other comprehensive income (loss). 8 Recently Issued Accounting Standards Pending Adoption Segment Reporting ASU 2023-07 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods after December 15, 2024. The Company will adopt this guidance for the year ended December 31, 2024. This guidance is expected to only impact the disclosures with no impact on the results of operations, financial position or cash flows. Income Taxes ASU 2023-09 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures. The guidance includes improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid. This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is in the process of evaluating the potential effects this guidance will have on its disclosures. Profit Interest ASU 2024-01 In March 2024, the FASB issued ASU 2024-01, Profit Interest and Similar Awards ("ASU 2024-01"), to improve GAAP by adding an illustrative example to demonstrate how an entity should apply the scope in paragraph 718-10-15-3 to determine whether profit interest and similar awards should be accounted for in accordance with Topic 718, Compensation- Stock Compensation. This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is in the process of evaluating the potential effects this guidance will have. 2. Acquisition Plastiq Acquisition On May 23, 2023, Priority’s subsidiary, Plastiq, Powered by Priority, LLC (the "acquiring entity"), entered into a stalking horse equity and asset purchase agreement (the "Purchase Agreement") with Plastiq, Inc. and certain of its affiliates ("Plastiq") to acquire substantially all of the assets of Plastiq, including the equity interest in Plastiq Canada, Inc. Plastiq is a buyer funded B2B payments platform offering bill pay and instant access to working capital to its customers and complements the Company's existing supplier-funded B2B payments business. On May 24, 2023, Plastiq filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. The purchase was completed on July 31, 2023 for a total purchase consideration of approximately $ 37.0 million. The total purchase consideration included $ 28.5 million in cash and the remaining consideration is in the nature of deferred or contingent consideration and certain equity interest in the acquiring entity. The cash consideration for the purchase was funded by borrowings from the Company's revolving credit facility. The acquisition was accounted for as a business combination using the acquisition method of accounting, under which the acquired assets and assumed liabilities were recognized at their fair values as of July 31, 2023, 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 acquired assets and assumed liabilities as of July 31, 2023 were estimated by management using the discounted cash flow method and other factors specific to certain assets and liabilities. The final purchase price allocation is set forth in the table below. 9 (in thousands) Consideration: Cash $ 28,500 Contingent consideration payments (1) 8,419 Common equity of acquiring entity 330 Less: cash and restricted cash acquired ( 278 ) Total purchase consideration, net of cash and restricted cash acquired $ 36,971 Recognized amounts of assets acquired and liabilities assumed: Accounts receivable $ 831 Prepaid expenses 490 Settlement assets 8,277 Equipment, net 47 Goodwill (3) 7,240 Intangible assets (2) 30,460 Accounts payable and accrued expenses ( 1,881 ) Customer deposits ( 214 ) Settlement obligations ( 8,279 ) Total purchase consideration $ 36,971 (1) The fair value of the contingent consideration payments issued was determined utilizing a Monte Carlo simulation. The contingent consideration payments were calculated based on the path for the simulated metrics and the contractual terms of the contingent consideration payments and were discounted to present value at a rate reflecting the risk associated with the payoffs. The fair value was estimated to be the average present value of the contingent consideration payments over all iterations of the simulation. (2) The intangible assets acquired consist of $ 13.0 million for customer relationships, $ 7.0 million for referral partner relationships, $ 6.5 million for technology and $ 3.9 million for trade name. (3) During the first and second quarters of 2024, the Company recorded immaterial measurement period adjustments due to a pre-acquisition tax accrual and security deposit which resulted in an adjustment to goodwill, accounts payable and accrued expenses, and prepaid expenses. 10 3. Revenues Disaggregation of Revenues The following table presents a disaggregation of our consolidated revenues by type: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Revenue Type: Merchant card fees $ 171,814 $ 146,974 $ 499,007 $ 441,142 Money transmission services 33,868 25,831 94,352 70,955 Outsourced services and other services (2) 18,063 13,181 49,984 34,768 Equipment 3,304 3,029 9,292 9,468 Total revenues (1) $ 227,049 $ 189,015 $ 652,635 $ 556,333 (1) Includes contracts with an original duration of one year or less and variable consideration under a stand-ready series of distinct days of service. The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one year is not material. (2) Approximately $ 13.8 million and $ 38.8 million of interest income on customer funds for the three and nine months ended September 30, 2024, respectively, and $ 9.7 million and $ 21.9 million for the three and nine months ended September 30, 2023, respectively, is included in outsourced services and other services revenue in the table above. Approximately $ 0.6 million and $ 1.8 million of interest income on corporate funds for the three and nine months ended September 30, 2024, respectively, and $ 0.5 million and $ 1.1 million three and nine months ended September 30, 2023, respectively, is included in other income, net on the Company's Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) and not reflected in the table above. The following table presents a disaggregation of our consolidated revenues by segment: Three Months Ended September 30, 2024 (in thousands) Merchant Card Fees Money Transmission Services Outsourced and Other Services Equipment Total Segment SMB Payments $ 153,061 $ — $ 2,405 $ 3,304 $ 158,770 B2B Payments 18,924 — 3,219 — 22,143 Enterprise Payments 521 33,868 12,710 — 47,099 Eliminations ( 692 ) — ( 271 ) — ( 963 ) Total revenues $ 171,814 $ 33,868 $ 18,063 $ 3,304 $ 227,049 11 Nine Months Ended September 30, 2024 (in thousands) Merchant Card Fees Money Transmission Services Outsourced and Other Services Equipment Total Segment SMB Payments $ 443,557 $ — $ 5,026 $ 9,292 $ 457,875 B2B Payments 55,895 — 9,473 — 65,368 Enterprise Payments 1,325 94,352 36,081 — 131,758 Eliminations ( 1,770 ) — ( 596 ) — ( 2,366 ) Total revenues $ 499,007 $ 94,352 $ 49,984 $ 9,292 $ 652,635 Three Months Ended September 30, 2023 (in thousands) Merchant Card Fees Money Transmission Services Outsourced and Other Services Equipment Total Segment SMB Payments $ 136,292 $ — $ 920 $ 3,029 $ 140,241 B2B Payments 10,838 — 3,147 — 13,985 Enterprise Payments 124 25,831 9,219 — 35,174 Eliminations ( 280 ) — ( 105 ) — ( 385 ) Total revenues $ 146,974 $ 25,831 $ 13,181 $ 3,029 $ 189,015 Nine Months Ended September 30, 2023 (in thousands) Merchant Card Fees Money Transmission Services Outsourced and Other Services Equipment Total Segment SMB Payments $ 428,524 $ — $ 5,130 $ 9,468 $ 443,122 B2B Payments 12,718 — 7,026 — 19,744 Enterprise Payments 179 70,955 22,785 — 93,919 Eliminations ( 279 ) — ( 173 ) — ( 452 ) Total revenues $ 441,142 $ 70,955 $ 34,768 $ 9,468 $ 556,333 Deferred revenues were not material for the three and nine months ended September 30, 2024 and 2023. Contract Assets and Contract Liabilities Material contract assets and liabilities are presented net at the individual contract level in the Unaudited Consolidated Balance Sheets and are classified as current or noncurrent based on the nature of the underlying contractual rights and obligations. Contract liabilities were $ 0.5 million and $ 0.6 million as of September 30, 2024 and December 31, 2023, respectively. Substantially all of these balances are recognized as revenue within 12 months. Net contract assets were not material for any period presented. 12 Impairment losses recognized on contract assets arising from the Company's contracts with customers were not material for the three and nine months ended September 30, 2024 and 2023. Impairment losses recognized on receivables arising from the Company's contracts with customers were $ 1.1 million and $ 1.5 million for the three and nine months ended September 30, 2024, respectively, and were immaterial for the three and nine months ended September 30, 2023. 4. Settlement Assets and Customer/Subscriber Account Balances and Related Obligations SMB Payments Segment In the Company's SMB 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 require possession of funds during the settlement process by 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 are not liabilities of the Company. Therefore, neither is recognized in the Company's Unaudited Consolidated Balance Sheets. Member banks held merchant funds of $ 10.8 million and $ 98.0 million at September 30, 2024 and December 31, 2023, respectively. Exception items that become the liability of the Company are recorded as merchant losses, a component of cost of revenue in the Company's Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss). 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 and customer/subscriber account balances in the Company's Unaudited Consolidated Balance Sheets, with an offsetting reserve for those amounts the Company estimates it will not be able to recover. Expenses for merchant losses for the three and nine months ended September 30, 2024 were $ 2.5 million and $ 8.9 million, respectively. Expenses for merchant losses for the three and nine months ended September 30, 2023 were $ 1.6 million and $ 3.7 million, respectively. B2B Payments Segment In the Company's B2B Payments segment, the Company earns revenues by processing transactions for FIs 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 FBO accounts controlled by the banks, until such time that the transactions are settled with the customer payees. Amounts due to customer payees that are held by the Company in company-owned bank accounts are included in restricted cash in the Company's Unaudited Consolidated Balance Sheets. Amounts due to customer payees that are held in bank-owned FBO accounts are not assets of the Company, and the associated obligations are not liabilities of the Company. Therefore, neither is recognized in the Company's Unaudited Consolidated Balance Sheets. Bank-owned FBO accounts held funds of $ 109.8 million and $ 69.0 million at September 30, 2024 and December 31, 2023, respectively. Company-owned bank accounts held $ 1.4 million and $ 1.2 million at September 30, 2024 and December 31, 2023, respectively, which are included in restricted cash and settlement and customer/subscriber account obligations in the Company's Unaudited Consolidated Balance Sheets. Exception items that the Company is still attempting to collect from the customers through the funds settlement process are recognized as settlement assets and customer/subscriber account balances in the Company's Unaudited Consolidated Balance Sheets, with an offsetting reserve for those amounts the Company estimates it will not be able to recover. Expenses for these merchant losses for the three and nine months ended September 30, 2024 were $ 0.0 million and $ 0.3 million, respectively. Expenses for merchant losses for the three and nine months ended September 30, 2023 were not material. The Company also accepts card payments from its B2B Payments segment customers and processes disbursements to their vendors within the Plastiq business. The time lag between authorization and settlement of card transactions creates certain receivables (from card networks) and payables (to the vendors of customers). These receivables and payables arise from the settlement activities that the Company performs on the behalf of its customers and therefore, are presented as settlement assets and related obligations. 13 Enterprise Payments Segment In the Company's Enterprise Payments segment revenue is derived primarily from enrollment fees, monthly subscription fees and transaction-based fees from licensed money transmission services. As part of its licensed money transmission 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. As such, 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/subscriber account balances and the related obligations as settlement and customer/subscriber account obligations in the Company's Unaudited Consolidated Balance Sheets. Exception items that become the liability of the Company are recorded as merchant losses, a component of cost of revenue in the Company's Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss). 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 and customer/subscriber account balances in the Company's Unaudited Consolidated Balance Sheets, with an offsetting reserve for those amounts the Company estimates it will not be able to recover. Expenses for merchant losses for the three and nine months ended September 30, 2024 were $ 0.0 million and $ 0.4 million, respectively. Expenses for merchant losses for the three and nine months ended September 30, 2023 were not material. In certain states, the Company accepts deposits under agency arrangement with member banks wherein accepted deposits remain under the control of the member banks. Therefore, the Company does not record assets for the deposits accepted and liabilities for the associated obligation. Agency owned accounts held $ 36.8 million and $ 19.6 million at September 30, 2024 and December 31, 2023, respectively. The Company's consolidated settlement assets and customer/subscriber account balances and settlement and customer/subscriber account obligations were as follows: (in thousands) September 30, 2024 December 31, 2023 Settlement Assets, net of estimated losses (1) : Card settlements due from merchants $ 4,694 $ 2,705 Card settlements due from networks 10,150 8,185 Other settlement assets 930 889 Customer/subscriber account balances Cash and cash equivalents 863,587 744,696 Total settlement assets and customer/subscriber account balances $ 879,361 $ 756,475 Settlement and Customer/Subscriber Account Obligations: Customer account obligations $ 847,168 $ 710,775 Subscriber account obligations 16,419 33,921 Total customer/subscriber account obligations 863,587 744,696 Due to customers' payees (2) 12,228 11,058 Total settlement and customer/subscriber account obligations $ 875,815 $ 755,754 (1) Allowance for estimated losses was $ 8.2 million and $ 6.6 million as of September 30, 2024 and December 31, 2023, respectively. (2) Includes $ 10.2 million and $ 8.2 million as of September 30, 2024 and December 31, 2023, respectively, of card settlements due from networks and the remainder is included in restricted cash on our Unaudited Consolidated Balance Sheets. 14 5. Notes Receivable The Company had notes receivable of $ 6.3 million and $ 5.2 million as of September 30, 2024 and December 31, 2023, respectively, which are reported as current portion of notes receivable and notes receivable less current portion on the Company's Unaudited Consolidated Balance Sheets. The notes receivable carried weighted-average interest rates of 18.6 % as of September 30, 2024 and December 31, 2023. The notes receivable are comprised of notes receivable from ISOs, and under the terms of the agreements the Company preserves the right to hold back residual payments due to the ISOs and to apply such residuals against future payments due to the Company. As of September 30, 2024 and December 31, 2023, the Company had no allowance for doubtful notes receivable. As of September 30, 2024, the principal payments for the Company's notes receivable are due as follows: (in thousands) Twelve months ending September 30, 2025 $ 2,567 2026 1,270 2027 1,304 2028 1,153 After 2028 — Total $ 6,294 6. Property, Equipment and Software A summary of property, equipment and software, net was as follows: (in thousands) September 30, 2024 December 31, 2023 Computer software $ 100,399 $ 78,492 Equipment 11,474 10,377 Leasehold improvements 2,742 1,535 Furniture and fixtures 1,367 1,442 Property, equipment and software 115,982 91,846 Less: Accumulated depreciation ( 66,500 ) ( 56,442 ) Capital work in-progress 2,121 9,276 Property, equipment and software, net $ 51,603 $ 44,680 Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Depreciation expense $ 3,523 $ 2,763 $ 10,122 $ 8,335 Computer software represents purchased software and internally developed software that is used to provide the Company's services to its customers. Fully depreciated assets are retained in property, equipment and software, net, until removed from service. During the nine months ended September 30, 2024 , certain fully depreciated assets were removed from service. 15 7. Goodwill and Other Intangible Assets Goodwill The Company's goodwill relates to the following reporting units: (in thousands) September 30, 2024 December 31, 2023 SMB Payments $ 124,139 $ 124,139 Enterprise Payments 244,712 244,712 Plastiq (B2B Payments) 7,240 7,252 Total $ 376,091 $ 376,103 The following table summarizes the changes in the carrying value of goodwill: (in thousands) Amount Balance at December 31, 2023 $ 376,103 Plastiq adjustment ( 12 ) Balance at September 30, 2024 $ 376,091 As of September 30, 2024, the Company is not aware of any triggering events for impairment that have occurred since the last annual impairment test. Other Intangible Assets Other intangible assets consisted of the following: September 30, 2024 Weighted-average Useful Life (in thousands, except weighted-average data) Gross Carrying Value Accumulated Amortization Net Carrying Value Other intangible assets: ISO and referral partner relationships $ 182,339 $ ( 46,280 ) $ 136,059 14.6 Residual buyouts 143,564 ( 101,536 ) 42,028 6.2 Customer relationships 109,017 ( 94,724 ) 14,293 8.4 Merchant portfolios 83,350 ( 64,410 ) 18,940 6.5 Technology 57,639 ( 26,312 ) 31,327 8.7 Trade names 7,104 ( 3,032 ) 4,072 10.6 Non-compete agreements 3,390 ( 3,390 ) — 0.0 Money transmission licenses (1) 2,100 — 2,100 Total $ 588,503 $ ( 339,684 ) $ 248,819 9.5 (1) These assets have an indefinite useful life. 16 December 31, 2023 Weighted-average Useful Life (in thousands, except weighted-average data) Gross Carrying Value Accumulated Amortization Net Carrying Value Other intangible assets: ISO and referral partner relationships $ 182,339 $ ( 36,506 ) $ 145,833 14.7 Residual buyouts 135,164 ( 92,699 ) 42,465 6.3 Customer relationships 109,017 ( 92,781 ) 16,236 8.4 Merchant portfolios 83,350 ( 56,139 ) 27,211 6.5 Technology 57,639 ( 22,712 ) 34,927 9.0 Trade names 7,104 ( 2,526 ) 4,578 11.7 Non-compete agreements 3,390 ( 3,390 ) — 0.0 Money transmission licenses (1) 2,100 — 2,100 Total $ 580,103 $ ( 306,753 ) $ 273,350 9.7 (1) These assets have an indefinite useful life. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Amortization expense (1) $ 10,210 $ 14,512 $ 34,108 $ 44,968 (1) Included in amortization expense is $ 0.4 million and $ 1.2 million for the three and nine months ended September 30, 2024, respectively, and $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2023, respectively, related to the amortization of certain contract acquisition costs. As of September 30, 2024, there were no impairment indicators present. 8. Debt Obligations Outstanding debt obligations consisted of the following: September 30, 2024 December 31, 2023 2024 Credit Agreement Term facility - matures May 16, 2031, interest rate of 9.81 % at September 30, 2024 $ 832,913 $ — Revolving credit facility - $ 70.0 million line matures May 16, 2029, interest rate of 9.31 % at September 30, 2024 — — 2021 Credit Agreement - refinanced on May 16, 2024 Term facility - original maturity April 27, 2027, interest rate of 11.21 % at December 31, 2023 — 654,373 Revolving credit facility - $ 65.0 million line, original Maturity April 27, 2026, interest rate of 10.20 % at December 31, 2023 — — Total debt obligations 832,913 654,373 Less: current portion of long-term debt ( 8,350 ) ( 6,712 ) Less: unamortized debt discounts and deferred financing costs ( 16,482 ) ( 15,696 ) Long-term debt, net $ 808,081 $ 631,965 17 2024 Credit Agreement On May 16, 2024, the Company entered into a Credit Agreement ("2024 Credit Agreement") which provides 1) a $ 835.0 million senior secured first lien term loan facility ; and 2) a $ 70.0 million senior secured revolving facility ("Credit facilities"). Proceeds from these Credit facilities were used to repay the outstanding balances under the 2021 Credit Agreement and redeem a portion of the Company's redeemable senior preferred stock (see Note 9. Redeemable Securities ). In accordance with ASC 470, the Company determined on a creditor-by-creditor basis that the 2024 Credit Agreement was both a debt modification and extinguishment of the 2021 Credit Agreement. The Company expensed $ 3.9 million of previously unamortized fees and $ 4.8 million of debt issuance costs related to the refinancing which is reported in debt extinguishment and modification in the Company's Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss). Outstanding borrowings under the Credit agreement accrue interest using a base rate or a SOFR rate plus an applicable margin per year, subject to a SOFR rate floor of 0.50 % per year. The revolving credit facility incurs an unused commitment fee on any undrawn amount in an amount equal to 0.50 % per year of the unused portion. The future applicable interest rate margins may vary based on the Company's Total Net Leverage Ratio in addition to future changes in the underlying market rates for SOFR and the rate used for base-rate borrowings. The 2024 Credit Agreement contains representations and warranties, financial and collateral requirements, mandatory payment events, events of default and affirmative and negative covenants, including without limitation, covenants that restrict among other things, the ability to create liens, pay dividends or distribute assets from the loan parties to the Company, merge or consolidate, dispose of assets, incur additional indebtedness, make certain investments or acquisitions, enter into certain transactions (including with affiliates) and to enter into certain leases. If the aggregate principal amount of outstanding revolving loans and letters of credit under the 2024 Credit Agreement exceeds 35 % of the total revolving credit facility thereunder, the loan parties are required to comply with certain restrictions on its Total Net Leverage Ratio. If applicable, the maximum permitted Total Net Leverage Ratio is: 1) 6.90 :1.00 at each fiscal quarter ended September 30, 2024 through December 31, 2025; 2) 6.40 :1.00 at each fiscal quarter ended March 31, 2026 and each fiscal quarter thereafter. As of September 30, 2024, the Company was in compliance with the covenants in the 2024 Credit Agreement. 2021 Credit Agreement On April 27, 2021, the Company entered into the 2021 Credit Agreement with Truist which provides for: 1) a $ 300.0 million Initial Term Loan; 2) a $ 290.0 million Delayed Draw Term Loan (together, the "Term Facility"); and 3) a $ 40.0 million senior secured revolving credit facility. The First Amendment to the Credit Agreement on May 20, 2021, clarified and provided further detail on the Credit Agreement's terms. The Second Amendment to the Credit Agreement on September 17, 2021, increased the amount of the Delayed Draw Term Loan facility by $ 30.0 million to $ 320.0 million. The additional Delayed Draw Term Loan is part of the same class of term loans made pursuant to the original commitments under the Credit Agreement. The third amendment amended the reference rate from LIBOR to SOFR and increased the revolving facility from $ 40.0 million to $ 65.0 million effecting June 30, 2023. The fourth amendment increased the principal balance by $ 50.0 million and increased the quarterly principal amortization payment from $ 1.6 million to $ 1.7 million. Outstanding borrowings from the 2021 Credit Agreement were repaid on May 16, 2024 as part of the refinancing and the Company was released from any related commitments, guarantees and security interests. Outstanding borrowings under the Credit Agreement accrued interest using either a base rate or a SOFR rate plus an applicable margin per year, subject to a SOFR 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 in an amount equal to 0.50 % per year of the unused portion. The future applicable interest rate margins may vary based on the Company's Total Net Leverage Ratio in addition to future changes in the underlying market rates for SOFR and the rate used for base-rate borrowings. Proceeds from the Initial Term Loan were used to partially fund the refinancing of the Company's existing credit facilities as of April 27, 2021. Proceeds from the Delayed Draw Term Loan were used to fund the Company's acquisition of Finxera. Proceeds from the Fourth Amendment were used to repay the balance of the revolving credit facility (used to acquire the Plastiq business) and added additional cash for general corporate purposes. 18 Interest Expense and Amortization of Deferred Loan Costs and Discounts Deferred financing costs and debt discounts are amortized using the effective interest method over the remaining term of the respective debt and are recorded as a component of interest expense. Unamortized deferred financing costs and debt discounts are included in long-term debt on the Company's Unaudited Consolidated Balance Sheets. Interest expense for outstanding debt, including fees for undrawn amounts and amortization of deferred financing costs and debt discounts was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Interest expense (1),(2) $ 23,246 $ 19,997 $ 65,836 $ 55,461 (1) Included in interest expense is $ 1.1 million and $ 3.3 million related to the accretion of contingent consideration from acquisitions for the three and nine months ended September 30, 2024, respectively, $ 0.6 million and $ 0.8 million for the three and nine months ended September 30, 2023, respectively. (2) Interest expense included amortization of deferred financing costs and debt discounts of $ 0.4 million and $ 2.3 million for the three and nine months ended September 30, 2024, respectively, and $ 1.0 million and $ 2.8 million for the three and nine months ended September 30, 2023, respectively. 9. Redeemable Senior Preferred Stock and Warrants 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 following table provides the redemption value of the redeemable senior preferred stock for the periods presented: (in thousands) September 30, 2024 December 31, 2023 Redeemable senior preferred stock $ 88,064 $ 225,000 Accumulated unpaid dividend 22,639 43,498 Dividend payable — 7,027 Redemption value 110,703 275,525 Less: unamortized discounts and issuance costs ( 5,605 ) ( 16,920 ) Redeemable senior preferred stock, net of discounts and issuance costs: $ 105,098 $ 258,605 19 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 December 31, 2023 225 $ 258,605 Unpaid dividend on redeemable senior preferred stock — 4,699 Accretion of discounts and issuance costs — 841 Cash portion of dividend outstanding at March 31, 2024 — 7,122 Payment of cash portion of dividend outstanding at December 31, 2023 — ( 7,027 ) March 31, 2024 225 264,240 Redemption of senior preferred stock (1) ( 137 ) ( 166,268 ) Unpaid dividend on redeemable senior preferred stock — 1,871 Accretion of discounts and issuance costs — 10,139 Cash portion of dividend outstanding at June 30, 2024 — 2,824 Payment of cash portion of dividend outstanding at March 31, 2024 — ( 7,122 ) June 30, 2024 88 $ 105,684 Unpaid dividend on redeemable senior preferred stock — 1,903 Accretion of discounts and issuance cost — 335 Payment of cash portion of dividend outstanding at June 30, 2024 — ( 2,824 ) September 30, 2024 88 $ 105,098 (1) On May 16, 2024, the Company used proceeds totaling $ 170.0 million from the refinancing (see Note 8. Debt Obligations ) to redeem a portion of the redeemable senior preferred stock. The redemption consisted of $ 136.9 million of redeemable senior preferred stock, $ 29.4 million for accumulated unpaid dividend, and $ 2.2 million of cash dividend and $ 1.5 million of accumulated unpaid dividend for the quarter ending June 30, 2024. The dividend rate as of September 30, 2024 and December 31, 2023, was 17.6 % and 17.7 % respectively. The following table provides a summary of the dividends for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Dividends paid in cash (1) $ 2,883 $ 6,810 $ 15,073 $ 19,377 Accumulated dividends accrued as part of the carrying value of redeemable senior preferred stock 1,903 4,538 9,960 13,382 Dividends declared $ 4,786 $ 11,348 $ 25,033 $ 32,759 (1) Dividend payable for the three months ended September 30, 2023 was paid on October 2, 2023 . The dividend rate (capped at 22.50 %) is equal to the three-month term SOFR (minimum of 1.00 %), plus the three-month term SOFR spread adjustment of 0.26 % plus the applicable margin of 12.00 %. The dividend rate is subject to future increases if the Company doesn't comply with the minimum cash payment requirements outlined in the agreement, which includes required payments of dividends, required payments related to redemption or required prepayments. The dividend rate may also increase if the Company fails to obtain the required stockholder approval for a forced sale transaction triggered by investors or if an event of default as outlined in the agreement occurs. 20 In 2021, the Company issued warrants to purchase up to 1,803,841 shares of the Common Stock, at an exercise price of $ 0.001 . As of September 30, 2024, 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 Consolidated Balance Sheets. 10. Income Taxes The Company's consolidated effective income tax rate for the three and nine months ended September 30, 2024, was 31.6 % and 37.3 %, respectively, compared to a consolidated effective income tax rate of 102.1 % and 122.5 % for the three and nine months ended September 30, 2023, respectively. The effective rates differed from the statutory rate of 21.0% primarily due to an increase in the valuation allowance against certain business interest carryover deferred tax assets, and certain forecasted nondeductible expenses. Valuation Allowance for Deferred Income Tax Assets The Company considers all available positive and negative evidence to determine whether sufficient taxable income will be generated in the future to permit realization of the existing deferred tax assets. 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. Based on management's assessment, as of September 30, 2024, 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. 11. Stockholders' Deficit 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 September 30, 2024 and December 31, 2023, the Company has not issued any shares of preferred stock. Share Repurchase Program In 2022, Priority's Board of Directors authorized a general share repurchase program under which the Company may purchase up to 2,000,000 shares of its outstanding Common Stock for a total of up to $ 10.0 million. Under the terms of this plan, the Company may purchase shares through open market purchases, unsolicited or solicited privately negotiated transactions, or in another manner so long as it complies with applicable rules and regulations. There have been no shares repurchased under this plan since December 2022. As of September 30, 2024, the Company has purchased 1,309,374 shares for $ 5.7 million under this plan. 21 12. Stock-based Compensation Stock-based compensation expense was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Stock-based compensation expense $ 1,345 $ 1,491 $ 4,603 $ 5,147 Incentive units compensation expense 58 — 236 — ESPP compensation expense 13 10 39 36 Total $ 1,416 $ 1,501 $ 4,878 $ 5,183 Income tax benefit for stock-based compensation was immaterial for the three and nine months ended September 30, 2024 and 2023. No stock-based compensation has been capitalized. 2018 Plan The Company's 2018 Plan initially provided for the issuance of up to 6,685,696 shares of the Company's Common Stock. On March 17, 2022, the Company's Board of Directors unanimously approved an amendment to the 2018 Plan, which was subsequently approved by our shareholders, to increase the number of shares authorized for issuance under the plan by 2,500,000 shares, resulting in 9,185,696 shares of the Company's Common Stock authorized for issuance under the plan. As of September 30, 2024, the Company had 3,121,189 shares available for issuance under the 2018 Plan. 2021 Stock Purchase Plan The 2021 Stock Purchase Plan provides for up to 200,000 shares to be purchased under the plan. Shares issued under the plan may be authorized but unissued or reacquired shares of Common Stock. 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 and the first offering period began on January 10, 2022. The 2021 Stock Purchase Plan provides eligible employees the opportunity to purchase shares of the Company's Common stock at 95 % of the lesser of the fair value on the first and last trading day of each offering period. As of September 30, 2024, the Company had 57,254 shares available for issuance under the 2021 Stock Purchase Plan. Non-voting Incentive Units The Company issued non-voting incentive units to certain employees and partners in six subsidiaries. These non-voting incentive units were determined to be equity and are accounted for under ASC 718 Stock Compensation. The non-voting incentive units are either fully vested when granted, or vest according to the service period and/or performance measure noted in the grant agreement. As the non-voting incentive units are vested, they are recognized as NCI to the Company, who is the majority owner of the subsidiaries. 22 13. Related Party Transactions In February 2019, PHOT, a subsidiary of the Company, received a contribution of substantially all of the operating assets of eTab and Cumulus under asset contribution agreements. PHOT is a part of the Company's SMB reportable segment. These contributed assets were primarily composed of technology-related assets. Prior to these transactions, eTab was 80.0 % owned by the Company's Chairman and Chief Executive Officer ("CEO"). 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 ("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. 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. An exchange valuation for the Company's common stock was established as of November 12, 2020 at the prior 20-day volume weighted average price of $ 2.78 per share. The exchange was contingent upon receiving approval of the Company's lenders; therefore, the binding exchange agreements were not entered into until after lender approval was received in April 2021 in connection with the debt refinancing. 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 Chief Operating Officer (“COO”) received 413,081 shares of common stock of the Company in exchange for her 24.1 % interest. On October 31, 2023, a lawsuit was filed alleging that the Board breached its fiduciary duties by approving the above mentioned exchange transaction. The Company denied any wrongdoing. The lawsuit was settled on January 30, 2024, wherein the Company agreed to unwind the exchange transaction and received previously issued shares of common stock of the Company and promissory notes for the amount of cash paid from the CEO, COO and others in exchange of the reissuance of PHOT redeemable preferred units. The returned shares of common stock of the Company are recorded as treasury stock at their closing market price as of the settlement date of January 30, 2024. The reissued PHOT redeemable preferred units are recorded as redeemable NCI at their estimated fair value as of the settlement date on the Company’s Unaudited Consolidated Balance Sheets. As of May 30, 2024, the Company approved redemption of PHOT redeemable preferred units for cash, common stock of the Company or a combination of both, at the sole discretion of the Company. The redeemable preferred units were accreted to their redemption value of $ 5.9 million as of May 30, 2024, through net loss available to common stockholders in the Company’s Unaudited Statements of Operations and Comprehensive Income (Loss). The exchange value of the Company's common stock was established based on the 30-day volume weighted average close price adjusted for market illiquidity. During the quarter ended June 30, 2024, the PHOT redeemable preferred units held by the CEO were redeemed in cash for $ 2.1 million and the promissory notes were satisfied. During the quarter ending September 30, 2024, the PHOT redeemable preferred units held by the COO were redeemed for 408,013 shares of the Company's common stock and PHOT redeemable preferred units held by other holders were redeemed for 404,628 shares of the Company's common stock. 14. Commitments and Contingencies Minimum Annual Commitments with Third-party Processors The Company has multi-year agreements with third parties to provide certain payment processing services to the Company. The Company pays processing fees under these agreements. Based on existing contracts in place, the Company is committed to pay minimum processing fees under these agreements of approximately $ 21.6 million in 2024 and $ 25.6 million in 2025. 23 Annual Commitment with Vendor Effective January 1, 2022, the Company entered into a three year business cooperation agreement with a vendor to resell its services. Under the agreement, the Company purchased vendor services worth $ 1.5 million for the year ended December 31, 2023, and is committed to purchase vendor services worth $ 2.3 million in 2024. Capital Commitments The Company committed to capital contributions to fund the operations of certain subsidiaries totaling $ 26.0 million as of September 30, 2024 and December 31, 2023. The Company is obligated to make the contributions within 10 business days of receiving notice for such contribution from the subsidiary. As of September 30, 2024 and December 31, 2023, the Company has contributed $ 16.3 million and $ 11.8 million, respectively. Contingent Consideration The following table provides a reconciliation of the beginning and ending balance of the Company's contingent consideration liabilities related to completed acquisitions: (in thousands) Contingent Consideration Liabilities December 31, 2023 $ 13,438 Accretion of contingent consideration 972 Payment of contingent consideration ( 3,071 ) March 31, 2024 11,339 Accretion of discount on contingent consideration 1,240 Payment of contingent consideration ( 1,085 ) June 30, 2024 11,494 Accretion of discount on contingent consideration 1,066 Payment of contingent consideration ( 840 ) September 30, 2024 $ 11,720 Legal Proceedings The Company is involved in certain legal proceedings and claims which arise in the ordinary course of business. In the opinion of the Company and based on consultations with internal and external counsel, the results of any of these matters, individually and in the aggregate, are not expected to have a material effect on the Company's results of operations, financial condition or cash flows. As more information becomes available, and the Company determines that an unfavorable outcome is probable on a claim and that the amount of probable loss that the Company will incur on that claim is reasonably estimable, the Company will record an accrued expense for the claim in question. If and when the Company records such an accrual, it could be material and could adversely impact the Company's results of operations, financial condition and cash flows. The Company is involved in a case that was filed on October 11, 2023 and is currently pending in the United States District Court for the Northern District of California (the “Complaint”). The Complaint is a putative class action against The Credit Wholesale Company, Inc. (“Wholesale”), Priority Technology Holdings, Inc., Priority Payment Systems (“PPS”), LLC and Wells Fargo Bank, N.A. (“Wells Fargo”). The Complaint alleges that Wholesale is an agent of Priority, PPS and Wells Fargo and that it made non-consensual recordation of telephonic communications with California businesses in violation of California Invasion of Privacy Act (the “Act”). T he Complaint seeks to certify a class of affected businesses and an award of $ 5,000 per violation of the Act. 24 Concentration of Risks While providing SMB Acquiring, B2B Payables, and Enterprise Payments processing services, Priority manages funds that are held on behalf of its customers. Because Priority is not a member bank, these customer funds are held in bank accounts maintained with member banks pursuant to sponsorship agreements which require, among other things, that the Company abide by the by-laws and regulations of the card associations and MTL regulators. As of September 30, 2024, the Company's customer account balances of $ 847.2 million are maintained in accounts with certain FIs which are eligible to pass-through insurance subject to FDIC rules and regulations (refer to Note 4. Settlement Assets and Customer/Subscriber Account Balances and Related Obligations ) A majority of the Company's cash, restricted cash and off-balance sheet settlement funds are held in certain FIs, substantially all of which is in excess of FDIC limits. The Company does not believe it is exposed to any significant credit risk from these transactions. 15. Fair Value Fair Value Measurements The Company's contingent consideration liabilities derived from business combinations and are classified within Level 3 of the fair value hierarchy due to the uncertainty of the fair value measurement created by the absence of quoted market prices, the inherent lack of liquidity and unobservable inputs used to measure fair value which require judgement. The Company uses valuation techniques including discounted cash flow analysis based on cash flow projections and Monte Carlo simulations to estimate fair value based on projection period and assumed growth rates. A change in inputs in the valuation techniques used might result in a significantly higher or lower fair value measurement than what is reported. The current portion of contingent consideration is included in accounts payable and accrued expenses on the Company's Unaudited Consolidated Balance Sheets and the noncurrent portion of contingent consideration is included in other noncurrent liabilities on the Company's Unaudited Consolidated Balance Sheets. Liabilities measured at fair value on a recurring basis consisted of the following: (in thousands) Fair Value Hierarchy September 30, 2024 December 31, 2023 Contingent consideration, current portion Level 3 $ 5,521 $ 5,951 Contingent consideration, noncurrent portion Level 3 6,199 7,487 Total contingent consideration $ 11,720 $ 13,438 During the three and nine months ended September 30, 2024, there were no transfers into, out of, or between levels of the fair value hierarchy. Fair Value Disclosures Notes Receivable Notes receivable are carried at amortized cost. 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 $ 6.3 million and $ 5.2 million at September 30, 2024 and December 31, 2023, respectively. On the fair value hierarchy, Level 3 inputs are used to estimate the fair value of these notes receivable. Debt Obligations Outstanding debt obligations (see Note 8. Debt Obligations ) are reflected in the Company's Unaudited 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. 25 The fair value of the term facility was estimated to be $ 832.9 million and $ 651.9 million at September 30, 2024 and December 31, 2023, respectively, and 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 2 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. 16. Segment Information The Company has three reportable segments: • SMB Payments – 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 AP automation solutions to corporations, software partners and industry leading FIs (including Citibank and Mastercard) in addition to improving cash flow by providing instant access to working capital. • Enterprise Payments – Provides embedded finance and treasury solutions to enterprise customers to modernize legacy platforms and accelerate software partners' strategies to monetize payments. The Company does not have dedicated assets assigned to any particular reportable segment and such information is not available and continues to be aggregated. Corporate includes costs of corporate functions and shared services not allocated to our reportable segments. Due to the recent acquisitions, growth, implementation of a shared services model and management of a single unified commerce engine across our payments infrastructure, the costs of operating overhead and shared services becomes less identifiable at the segment level. Therefore, the process of review of the CODM was updated during the quarter ended June 30, 2024. The CODM's review of segment performance and allocation of resources are based on adjusted earnings before interest, income tax and depreciation and amortization expenses ("EBITDA"). Adjusted EBITDA at each segment level includes revenues of the segment, less costs of revenue (excluding depreciation and amortization) and operating expenses that are directly related to those revenues. Operating overhead and shared costs are managed centrally and included in the corporate segment. All comparative periods have been adjusted to reflect this update. Information on reportable segments and reconciliations to income (loss) before income taxes are as follows: Three Months Ended September 30, 2024 (in thousands) SMB Payments B2B Payments Enterprise Payments Corporate Eliminations Total Consolidated Revenues $ 158,770 $ 22,143 $ 47,099 $ — $ ( 963 ) $ 227,049 Adjusted EBITDA $ 28,644 $ 1,933 $ 40,940 $ ( 16,876 ) $ — $ 54,641 Three Months Ended September 30, 2023 (in thousands) SMB Payments B2B Payments Enterprise Payments Corporate Eliminations Total Consolidated Revenues $ 140,241 $ 13,985 $ 35,174 $ — $ ( 385 ) $ 189,015 Adjusted EBITDA $ 27,613 $ 1,359 $ 29,757 $ ( 13,767 ) $ — $ 44,962 26 Nine Months Ended September 30, 2024 (in thousands) SMB Payments B2B Payments Enterprise Payments Corporate Eliminations Total Consolidated Revenues $ 457,875 $ 65,368 $ 131,758 $ — $ ( 2,366 ) $ 652,635 Adjusted EBITDA $ 82,265 $ 5,209 $ 112,911 $ ( 47,853 ) $ — $ 152,532 Nine Months Ended September 30, 2023 (in thousands) SMB Payments B2B Payments Enterprise Payments Corporate Eliminations Total Consolidated Revenues $ 443,122 $ 19,744 $ 93,919 $ — $ ( 452 ) $ 556,333 Adjusted EBITDA $ 84,449 $ 1,877 $ 77,853 $ ( 40,484 ) $ — $ 123,695 Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Reconciliation of Segment measure of profit or loss to income (loss) before income taxes Total consolidated Adjusted EBITDA $ 54,641 $ 44,962 $ 152,532 $ 123,695 Interest expense ( 23,246 ) ( 19,997 ) ( 65,836 ) ( 55,461 ) Depreciation and amortization ( 13,733 ) ( 17,275 ) ( 44,230 ) ( 53,303 ) Debt modification and extinguishment expenses ( 43 ) — ( 8,666 ) — Selling, general and administrative (non-recurring) ( 696 ) ( 2,114 ) ( 2,131 ) ( 4,410 ) Non-cash stock based compensation ( 1,416 ) ( 1,501 ) ( 4,878 ) ( 5,183 ) Other non-recurring gain, net — 166 — 7 Income before income taxes $ 15,507 $ 4,241 $ 26,791 $ 5,345 27 17. Earnings (Loss) per Common Share The following tables set forth the computation of the Company's basic and diluted earnings (loss) per common share: Three Months Ended September 30, Nine Months Ended September 30, (in thousands except per share amounts) 2024 2023 2024 2023 Numerator: Net income (loss) $ 10,608 $ ( 87 ) $ 16,795 $ ( 1,205 ) Less: Dividends and accretion attributable to redeemable senior preferred stockholders ( 5,121 ) ( 12,192 ) ( 36,348 ) ( 35,252 ) Less: Return on redeemable NCI in consolidated subsidiary — — ( 639 ) — Net loss attributable to common stockholders $ 5,487 $ ( 12,279 ) $ ( 20,192 ) $ ( 36,457 ) Weighted average shares outstanding 77,973 78,381 77,910 78,270 Effect of dilutive potential common shares 2,122 — — — Adjusted Weighted average shares outstanding 80,095 78,381 77,910 78,270 Basic Earnings (loss) per common share $ 0.07 $ ( 0.16 ) $ ( 0.26 ) $ ( 0.47 ) Diluted Earnings (loss) per share $ 0.07 $ ( 0.16 ) $ ( 0.26 ) $ ( 0.47 ) (1) The weighted-average common shares outstanding includes 1,803,841 warrants (refer to Note 9. Redeemable Senior Preferred Stock and Warrants ). For the three months ended September 30, 2024, the Company had 2.1 million dilutive securities that were included in the Company's diluted earnings per share. For the nine months ended September 30, 2024 and three and nine months ended September 30, 2023, all potentially dilutive securities were anti-dilutive, so diluted net loss per share was equivalent to basic net loss per share. Potentially anti-dilutive securities that were excluded from the Company's earnings (loss) per common share are as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Outstanding warrants on Common Stock (1) — — — — Outstanding options and warrants issued to adviser (2) — — — — Restricted stock awards (3) 42 1,109 788 1,297 Outstanding stock option awards (3) 855 918 865 909 Total 897 2,027 1,653 2,206 (1) The warrants were issued in 2018 and were exercisable at $ 11.50 per share. These warrants expired on August 24, 2023. (2) The warrants were issued in 2018 and were exercisable at $ 12.00 per share. These warrants expired on August 24, 2023. (3) Granted under the 2018 Plan.