UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Priority Technology Holdings, Inc. Commission file number: 001-37872 Priority Technology Holdings, Inc. (Exact name of registrant as specified in its charter) Delawar ...

Financial Data and Key Metrics Changes - The company reported a fourth quarter revenue of $177.6 million, a 23% increase from the prior year, and a full year revenue increase of 29% to $664 million, with organic growth of 23% in Q4 and 19.1% for the full year [70][71] - Adjusted gross profit for Q4 increased by 25% to $61 million, while adjusted EBITDA rose by 21% to $39.8 million [70] - The company finished the quarter with $623.2 million of gross debt and $604.7 million of net debt, reflecting a year-over-year decline in debt levels [27] Business Line Data and Key Metrics Changes - The SMB payments segment had Q4 revenue of approximately $150 million, a 23% increase year-over-year, driven by a 7% growth in bankcard dollar volume [39] - The Enterprise segment reported Q4 revenue of $24.9 million, a 46% increase from $17.1 million in Q4 2021, with adjusted gross profit increasing by 50% to $23.3 million [19][20] - The B2B payments segment saw a revenue decrease of 48% to $2.8 million due to the wind down of certain Managed Services programs [44] Market Data and Key Metrics Changes - The company experienced almost 15% growth in bankcard dollar volume across all segments to roughly $62 billion for the full year, with a 10.5% increase in transaction count to 640 million [38] - The average ticket size increased slightly to $96.50, with total payment volume for the year reaching $112.8 billion [38] Company Strategy and Development Direction - The company is focused on accelerating investment in its banking product initiatives, particularly the Priority Passport offering, to provide a full suite of proprietary payment and banking solutions [4][5] - The management emphasized the importance of embedded finance, predicting that businesses will increasingly prefer integrated financial solutions over traditional banking [5][6] - The company aims to leverage its investments in technology and personnel to drive growth and margin expansion in 2023 [48][49] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in navigating the current banking crisis, suggesting that it will drive more businesses to alternative solutions that offer greater transparency and speed [6][8] - The company anticipates continued double-digit growth in revenue and adjusted EBITDA for 2023, projecting revenue between $740 million and $755 million [71] - Management highlighted the importance of their unified commerce platform in meeting the evolving demands of businesses in the current economic environment [72] Other Important Information - The company has a natural hedge in place for almost 90% of its floating rate debt, which helps mitigate the impact of rising interest rates [25] - The company finished Q4 with approximately 870 employees, reflecting a 10% increase in headcount from the previous year [21] Q&A Session Summary Question: What are the trends in merchant acquiring? - Management confirmed that trends in merchant acquiring have remained strong, with continued high volumes observed in the first two months of the quarter [57] Question: How will salary and benefits expenses grow relative to revenue? - Management indicated that salary and benefits expenses will grow at a slower rate than revenue, aiming for margin expansion [63] Question: What is the expected interest expense for 2023? - The estimated interest expense for 2023 is projected to be in the low to mid-$60 million range, with some offset from interest income generated by deposits [64] Question: What is the outlook for CFTPay? - Management noted that while growth in CFTPay is expected, they are selective about the partners they onboard to ensure quality and compliance [80]

Part I [Business](index=8&type=section&id=Item%201.%20Business) Priority Technology Holdings, Inc. is a payments technology company enabling clients to manage money through its proprietary platform across SMB, B2B, and Enterprise segments, processing approximately $113 billion in payment volume - The company operates through three business segments: SMB Payments (B2C transactions), B2B Payments (AP automation), and Enterprise Payments (embedded payment and treasury solutions)[32](index=32&type=chunk) - Priority processes approximately **$113 billion** in payment volume for about **260,000** SMB and ISV customers and has established around **75,000** supplier relationships[29](index=29&type=chunk) Fiscal Year 2022 Financial Highlights | Metric | Value (in millions) | | :--- | :--- | | Revenue | $663.6 | | Operating Income | $56.2 | | Net Loss Attributable to Common Stockholders | $(39.0) | [Company Overview and Strategy](index=8&type=section&id=Item%201.%20Business%23Overview) Founded in 2005, Priority has become the 5th largest non-bank merchant acquirer in the U.S. by volume, focusing on organic growth, expanding its distribution network, and pursuing accretive acquisitions - The company is the **5th largest non-bank merchant acquirer** in the U.S. by volume[29](index=29&type=chunk) - Growth strategies include organic expansion, deploying embedded finance solutions (Priority Passport), expanding the distribution network of **~1,300 partners**, deploying industry-specific technology, and pursuing strategic acquisitions[45](index=45&type=chunk)[46](index=46&type=chunk)[50](index=50&type=chunk) - The B2B payments market, served by the CPX platform, is identified as a high-growth opportunity due to its size and lower penetration of electronic payments compared to consumer payments[35](index=35&type=chunk)[49](index=49&type=chunk) [Operations, Technology, and Partnerships](index=12&type=section&id=Item%201.%20Business%23Operations) Priority distributes services through ISOs/Agents, Financial Institutions, and ISVs/VARs, leveraging proprietary cloud-based platforms and third-party processors while maintaining sponsor bank relationships - The company uses a multi-channel sales approach: ISOs, FIs, and ISVs for the SMB segment; direct sales and partnerships for the B2B segment; and software integrations for the Enterprise segment[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) - Maintains sponsor bank relationships with Wells Fargo, Synovus Bank, Pueblo Bank, Sutton Bank, Fifth Third Bank, and Axiom Bank for card processing, and with South State Bank and Fifth Third Bank for ACH payments[58](index=58&type=chunk) - Operates two geographically distinct, mirrored data centers for high-availability and disaster recovery, with quarterly fail-over drills[56](index=56&type=chunk) [Risk Management and Acquisitions](index=14&type=section&id=Item%201.%20Business%23Risk%20Management%20and%20Acquisitions) The company employs a multi-layered risk management process and has grown through strategic acquisitions, including Ovvi in 2022 and Finxera in 2021 - Risk management involves a four-stage process: Initial Underwriting, Real-Time Risk Monitoring, Risk Audit, and Loss Mitigation[60](index=60&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) - Completed the acquisition of certain assets of Ovvi, LLC, a SaaS POS platform, on November 18, 2022[64](index=64&type=chunk) - Completed the acquisition of Finxera, a provider of deposit account management and money transmission services, on September 17, 2021[65](index=65&type=chunk) [Competition and Regulation](index=15&type=section&id=Item%201.%20Business%23Competition%20and%20Regulation) Priority operates in a highly competitive U.S. acquiring industry and is subject to extensive regulation, including the Dodd-Frank Act and payment network rules - Ranked **5th** among U.S. non-bank merchant acquirers according to the March 2022 Nilson Report[67](index=67&type=chunk) - The Dodd-Frank Act's Durbin Amendment regulates debit interchange fees, and the Act also created the CFPB and FSOC, which could subject the company to additional oversight[72](index=72&type=chunk)[76](index=76&type=chunk) - The company holds money transmission licenses in **46 U.S. states** and **two U.S. territories**, subjecting it to examination by state banking regulators[79](index=79&type=chunk) [Human Capital](index=17&type=section&id=Item%201.%20Business%23Human%20Capital) As of December 31, 2022, Priority employed 870 people and focuses on employee development, inclusion, and diversity - As of December 31, 2022, the company had **870 employees**, with **863** being full-time[89](index=89&type=chunk) - The company has implemented an inclusion and diversity program and requires mandatory annual anti-harassment and anti-discrimination training for all employees[90](index=90&type=chunk)[92](index=92&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including economic impacts from COVID-19, data breaches, intense competition, partner attrition, regulatory changes, and substantial indebtedness [Business and Operational Risks](index=19&type=section&id=Item%201A.%20Risk%20Factors%23Business%20and%20Operational%20Risks) The business is exposed to risks from economic impacts, data breaches, system failures, intense competition, partner attrition, and changes in card association fees - Unauthorized access to systems or disclosure of cardholder data could lead to liability, costly litigation, and reputational damage[97](index=97&type=chunk) - The payment processing industry is highly competitive, with pressure on pricing from large financial institutions and new technology entrants[102](index=102&type=chunk)[103](index=103&type=chunk) - Increased merchant or ISO attrition could cause financial results to decline, as referral partners are a significant source of new business[105](index=105&type=chunk)[106](index=106&type=chunk) [Economic, Strategic, and Third-Party Risks](index=23&type=section&id=Item%201A.%20Risk%20Factors%23Economic%2C%20Strategic%2C%20and%20Third-Party%20Risks) The company's performance is tied to economic cycles, acquisitions present integration risks, and reliance on third-party providers poses service disruption risks - The business depends heavily on the overall level of consumer and commercial spending, making it vulnerable to economic downturns[111](index=111&type=chunk) - The company relies on various financial institutions for clearing services and third parties for processing and technology, and their failure could interrupt services[115](index=115&type=chunk)[116](index=116&type=chunk) - The company incurs liability when merchants cannot reimburse for chargebacks, posing a financial risk, especially with merchants that promise future delivery of goods[119](index=119&type=chunk) [Legal, Regulatory, and Compliance Risks](index=26&type=section&id=Item%201A.%20Risk%20Factors%23Legal%2C%20Regulatory%2C%20and%20Compliance%20Risks) The company is subject to extensive and evolving government regulation and card network rules, with non-compliance potentially leading to fines or termination - Failure to comply with card network rules could lead to fines, suspension, or termination of registration[120](index=120&type=chunk) - The business is subject to extensive government regulation (e.g., Dodd-Frank, FTC Act, FCRA), and new laws could unfavorably impact operations and financial results[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) - The company may be subject to costly litigation if its services are alleged to infringe on a third party's proprietary rights[130](index=130&type=chunk) [Capital Structure and Financial Risks](index=29&type=section&id=Item%201A.%20Risk%20Factors%23Capital%20Structure%20and%20Financial%20Risks) The company faces financial risks from substantial variable-rate indebtedness, restrictive covenants, and potential conflicts of interest due to CEO control - The company has a substantial amount of indebtedness, and its credit agreements contain restrictive covenants that limit its ability to pay dividends, incur more debt, and make acquisitions[134](index=134&type=chunk)[136](index=136&type=chunk) - The majority of debt is variable rate, tied to LIBOR, which is being phased out in 2023. This transition to a new benchmark rate like SOFR could adversely affect borrowing costs[135](index=135&type=chunk)[145](index=145&type=chunk) - Chairman and CEO Thomas Priore controls the company, and his interests may conflict with those of other shareholders. He can control board elections, policies, and major transactions[140](index=140&type=chunk)[141](index=141&type=chunk) [Unresolved Staff Comments](index=32&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments - N/A[147](index=147&type=chunk) [Properties](index=32&type=section&id=Item%202.%20Properties) The company leases all its office locations across the U.S. and India, which are deemed adequate for current and future needs - The company leases all its properties, with key offices in Alpharetta, GA (corporate HQ), New York, Raleigh, and Chandigarh, India[147](index=147&type=chunk)[148](index=148&type=chunk) [Legal Proceedings](index=32&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in ordinary course legal proceedings, which management does not expect to materially affect its financial condition or results - The company is involved in ordinary course legal proceedings but does not expect them to have a material effect on its financial condition or results of operations[149](index=149&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - N/A[150](index=150&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=33&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under 'PRTH', has 85 holders of record, has never paid cash dividends, and details its Q4 2022 equity repurchases - The company's common stock trades on The Nasdaq Capital Market under the symbol "PRTH"[152](index=152&type=chunk) - The company has never declared or paid cash dividends and does not plan to in the foreseeable future[152](index=152&type=chunk) Issuer Purchases of Equity Securities (Q4 2022) | Period | Total Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Publicly Announced Plans | | :--- | :--- | :--- | :--- | | Oct 2022 | 154,356 | $4.62 | 121,593 | | Nov 2022 | 177,508 | $5.40 | 165,586 | | Dec 2022 | 201,087 | $5.43 | 16,277 | | **Total** | **532,951** | | **303,456** | [Reserved](index=33&type=section&id=Item%206.%20Reserved) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) For fiscal year 2022, consolidated revenue increased 28.9% to $663.6 million, operating income grew to $56.2 million, and cash from operations significantly increased to $70.5 million, despite a wider net loss attributable to common stockholders [Results of Operations](index=34&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%23Results%20of%20Operations) In 2022, revenue grew by **$148.7 million** to **$663.6 million**, driven by merchant card fees and money transmission services, leading to improved operating income but a wider net loss for common stockholders due to increased interest and preferred stock dividends Revenue by Type (2022 vs 2021) | Revenue Type | 2022 (in thousands) | 2021 (in thousands) | $ Change (in thousands) | | :--- | :--- | :--- | :--- | | Merchant card fees | $553,037 | $468,764 | $84,273 | | Money transmission services | $71,536 | $19,415 | $52,121 | | Outsourced services and other | $29,627 | $21,033 | $8,594 | | Equipment | $9,441 | $5,689 | $3,752 | | **Total revenues** | **$663,641** | **$514,901** | **$148,740** | Operating Expenses (2022 vs 2021) | Expense Category | 2022 (in thousands) | 2021 (in thousands) | $ Change (in thousands) | | :--- | :--- | :--- | :--- | | Cost of services | $436,753 | $359,885 | $76,868 | | Salary and employee benefits | $65,077 | $43,818 | $21,259 | | Depreciation and amortization | $70,681 | $49,697 | $20,984 | | Selling, general and administrative | $34,965 | $28,408 | $6,557 | | **Total operating expenses** | **$607,476** | **$481,808** | **$125,668** | - Net loss attributable to common stockholders increased to **$39.0 million** in 2022 from **$24.6 million** in 2021, primarily due to a **$18.9 million** increase in dividends and accretion attributable to redeemable senior preferred stockholders[178](index=178&type=chunk) [Segment Results](index=38&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%23Segment%20Results) In 2022, SMB Payments revenue grew 18.2%, B2B Payments revenue increased 10.5%, and Enterprise Payments revenue surged 273.3% due to the Finxera acquisition, significantly boosting its operating income SMB Payments Segment Performance (2022 vs 2021) | Metric | 2022 | 2021 | $ Change | | :--- | :--- | :--- | :--- | | Revenue | $562.2M | $475.6M | $86.6M | | Operating Income | $54.9M | $52.9M | $2.0M | | Merchant Bankcard Volume | $59.4B | $53.4B | $6.0B | B2B Payments Segment Performance (2022 vs 2021) | Metric | 2022 | 2021 | $ Change | | :--- | :--- | :--- | :--- | | Revenue | $18.9M | $17.1M | $1.8M | | Operating Income | $0.2M | $0.1M | $0.1M | Enterprise Payments Segment Performance (2022 vs 2021) | Metric | 2022 | 2021 | $ Change | | :--- | :--- | :--- | :--- | | Revenue | $82.5M | $22.1M | $60.4M | | Operating Income | $30.9M | $6.8M | $24.1M | | Avg. Billed Clients | 380,233 | 345,828 | 34,405 | [Liquidity and Capital Resources](index=40&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%23Liquidity%20and%20Capital%20Resources) The company's working capital was **$22.5 million** at year-end 2022, with net cash from operating activities significantly increasing to **$70.5 million**, and outstanding debt totaling **$605.1 million** Cash Flow Summary (2022 vs 2021) | Cash Flow Activity | 2022 (in thousands) | 2021 (in thousands) | | :--- | :--- | :--- | | Operating Activities | $70,518 | $9,377 | | Investing Activities | $(36,503) | $(451,033) | | Financing Activities | $8,502 | $871,629 | - As of December 31, 2022, the company had outstanding debt obligations of **$605.1 million**, net of unamortized discount, compared to **$610.3 million** at the end of 2021[200](index=200&type=chunk) - The company had approximately **$27.5 million** of availability under its revolving credit arrangement at the end of 2022[192](index=192&type=chunk) [Critical Accounting Estimates](index=43&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%23Critical%20Accounting%20Estimates) Management's critical accounting estimates involve significant judgment for Income Taxes, Goodwill and Long-lived Assets impairment, and Business Combinations valuation - Key critical accounting estimates involve significant management judgment regarding income taxes, goodwill and long-lived asset impairment, and the valuation of assets and liabilities in business combinations[203](index=203&type=chunk) - For income taxes, the company must assess the likelihood of realizing deferred tax assets and establish a valuation allowance if realization is not more likely than not[204](index=204&type=chunk) - Goodwill is tested for impairment annually on October 1, or more frequently if triggering events occur, using qualitative or quantitative assessments[206](index=206&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuations on its **$623.2 million** variable-rate debt, with a 1.00% LIBOR change impacting annual cash interest expense by approximately **$6.3 million** - The company's main market risk is interest rate risk from its variable-rate debt facilities[211](index=211&type=chunk) - A hypothetical **1.00%** increase in the applicable LIBOR rate would increase annual cash interest expense by approximately **$6.3 million** on the **$623.2 million** of outstanding borrowings as of year-end 2022[211](index=211&type=chunk) [Financial Statements and Supplementary Data](index=45&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for 2022, 2021, and 2020, accompanied by Ernst & Young LLP's unqualified audit opinion [Report of Independent Registered Public Accounting Firm](index=46&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data%23Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Ernst & Young LLP issued an unqualified opinion on the consolidated financial statements, identifying 'Accrued residual commissions and residual commission expenses' as a Critical Audit Matter - The auditor, Ernst & Young LLP, issued an unqualified (clean) opinion on the consolidated financial statements[218](index=218&type=chunk) - A Critical Audit Matter was identified related to "Accrued residual commissions and residual commission expenses" due to the complexity, volume, and judgment required in the audit[222](index=222&type=chunk)[224](index=224&type=chunk) [Consolidated Financial Statements](index=48&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data%23Consolidated%20Financial%20Statements) The consolidated financial statements show total assets of **$1.373 billion** as of December 31, 2022, a net loss of **$2.15 million** for 2022, and significantly increased cash from operations to **$70.5 million** Consolidated Balance Sheet Highlights (as of Dec 31) | Account | 2022 (in thousands) | 2021 (in thousands) | | :--- | :--- | :--- | | Total Assets | $1,373,363 | $1,351,942 | | Total Liabilities | $1,240,570 | $1,206,021 | | Total Stockholders' Deficit | $(102,786) | $(64,237) | Consolidated Statement of Operations Highlights (Year Ended Dec 31) | Account | 2022 (in thousands) | 2021 (in thousands) | | :--- | :--- | :--- | | Revenues | $663,641 | $514,901 | | Operating Income | $56,165 | $33,093 | | Net (Loss) Income | $(2,150) | $1,389 | | Net (Loss) Attributable to Common Stockholders | $(39,030) | $(24,641) | [Notes to Consolidated Financial Statements](index=54&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data%23Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, the **$413.6 million** Finxera acquisition, **$623.2 million** in debt obligations, **$33.6 million** in preferred stock dividends, and **$13.3 million** in unrecognized stock-based compensation costs - The company recognizes payment processing revenues net of interchange fees charged by card-issuing FIs and payment networks, as it acts as an agent in these transactions. (Note 1)[246](index=246&type=chunk) - The company completed its acquisition of Finxera in September 2021 for total consideration of **$413.6 million** (**$379.2 million** cash, **$34.4 million** equity), adding **$245.1 million** in goodwill. (Note 2)[323](index=323&type=chunk)[325](index=325&type=chunk)[327](index=327&type=chunk) - As of Dec 31, 2022, total debt was **$623.2 million** under a Credit Agreement with Truist, consisting of a **$610.7 million** term facility and a **$12.5 million** revolving credit facility balance. (Note 11)[374](index=374&type=chunk) - The redeemable senior preferred stock had a carrying amount of **$235.6 million** as of Dec 31, 2022, and dividends declared for the year totaled **$33.6 million**. (Note 12)[394](index=394&type=chunk)[395](index=395&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=99&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) This item is not applicable, as the company reports no changes in or disagreements with its accountants on accounting and financial disclosure - N/A[456](index=456&type=chunk) [Controls and Procedures](index=99&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2022, despite implementing new financial systems during the year - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2022[457](index=457&type=chunk) - Management determined that the company maintained effective internal control over financial reporting as of December 31, 2022, based on the COSO framework[460](index=460&type=chunk) - In 2022, the company implemented new general ledger, accounts payable, consolidation, and financial reporting systems, leading to changes in related internal controls[462](index=462&type=chunk) [Other Information](index=100&type=section&id=Item%209B.%20Other%20Information) This item is not applicable, as the company reports no other information - N/A[464](index=464&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=101&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding the company's directors, executive officers, and corporate governance is incorporated by reference from the 2023 Annual Meeting proxy statement - Information for this item is incorporated by reference from the definitive proxy statement for the 2023 Annual Meeting of Stockholders[466](index=466&type=chunk) [Executive Compensation](index=101&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's definitive proxy statement - Information for this item is incorporated by reference from the definitive proxy statement[467](index=467&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=101&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information concerning security ownership of major shareholders and management is incorporated by reference from the company's definitive proxy statement - Information for this item is incorporated by reference from the definitive proxy statement[468](index=468&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=101&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related party transactions and director independence is incorporated by reference from the company's definitive proxy statement - Information for this item is incorporated by reference from the definitive proxy statement[469](index=469&type=chunk) [Principal Accountant Fees and Services](index=101&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information concerning fees paid to and services provided by the principal accountant is incorporated by reference from the company's definitive proxy statement - Information for this item is incorporated by reference from the definitive proxy statement[470](index=470&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=102&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists financial statements filed under Item 8 and provides a comprehensive index of all exhibits, including governance documents and material contracts - Lists the consolidated financial statements which are located in Item 8 of the report[473](index=473&type=chunk) - Provides a detailed index of all exhibits filed with the report, including key agreements like the Credit Agreement with Truist Bank (Exhibit 10.4) and the Finxera Merger Agreement (Exhibit 2.2)[475](index=475&type=chunk)[477](index=477&type=chunk) [Form 10-K Summary](index=104&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates that there is no Form 10-K summary provided - None[479](index=479&type=chunk)

Financial Data and Key Metrics Changes - The company reported a record revenue of $166.4 million for Q3 2022, an increase of almost 26% year-over-year, leading to a nearly 50% increase in gross profit to $58.5 million and a 48.7% improvement in adjusted EBITDA to $35.1 million [8][10][39] - Year-to-date revenue increased by 31.1% to just over $486 million, with organic growth of 12.7% in Q3 and 17% year-to-date, excluding the impact of the Finxera acquisition [9][10] - Adjusted EBITDA for the first three quarters of 2022 was up over 60% to $100.5 million, with gross margin increasing by 540 basis points to 34.1% [10][39] Business Line Data and Key Metrics Changes - The SMB payments segment reported revenue of $139.9 million, a 12.1% increase year-over-year, driven by a 9.2% growth in bank card dollar volume [25] - B2B payments revenue increased by 16.5% to $4.9 million, with significant growth in the CPX product, despite a decline in managed services revenue due to a customer wind-down [16][26] - The enterprise payments segment saw revenue of $21.7 million, a significant increase from $3.6 million in Q3 2021, primarily due to the full quarter effect of the CFTPay acquisition [28] Market Data and Key Metrics Changes - The company serves over 254,000 active SMB merchant accounts and processes total annual payment volume exceeding $110 billion, with more than 80% derived from integrated software connections [11] - The company is positioned to benefit from the growing embedded finance market, projected to reach $51 billion by 2026, with B2B payments expected to grow significantly [49][50] Company Strategy and Development Direction - The company is accelerating investments in banking product initiatives to capitalize on rising interest rates and market demand for integrated payment solutions [13][20] - The focus is on developing the Priority passport offering to deliver a full suite of proprietary payment and banking solutions, particularly in the SMB and B2B markets [14][56] - The company aims to maintain a competitive edge by investing in technology and resources while others may be retrenching due to economic pressures [20][56] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the potential for a prolonged economic downturn but emphasized the company's strategy to invest in new revenue channels that are expected to benefit from the current economic environment [20] - The company remains confident in achieving full-year revenue guidance of $650 million to $665 million, despite adjusting adjusted EBITDA guidance to $140 million to $145 million due to increased investments [13][45] Other Important Information - The company reported total debt of $618.3 million, with a reduction of $10 million since the end of Q2 2022, and net debt of $605.2 million [41][42] - The company has a strong liquidity position with $34 million of borrowing capacity under its revolving credit facility and $12.7 million of unrestricted cash [42] Q&A Session Summary Question: Expected launch of Banking-as-a-Service offering and risk management - Management indicated that some aspects of the offering are already launched, with beta testing expected in Q4, and emphasized robust fraud checks and controls for instant funding [59][61] Question: Revenue contribution from retail or consumer products - The largest segments include legal services and hospitality, with significant contributions from B2B sectors like salons and medical providers [62][64] Question: Growth expectations in consumer payments business - Management expressed confidence in sustaining growth driven by market share gains and the introduction of embedded finance tools [65][66] Question: Managed services revenue decline and Q4 guidance - Management clarified that while managed services revenue is declining, it is being replaced by higher-margin enterprise revenue, contributing to expected EBITDA growth [69][78] Question: Competitive advantage of CFTPay and future growth rates - Management highlighted the strong sequential growth of CFTPay and its unique market positioning due to nationwide money transmission licenses, expecting continued growth in the segment [84][90]

PRIORITY TECHNOLOGY HOLDINGS Priority (Nasdaq: PRTH) Suppl ement a l Sl i des: Thi rd Qua rt er 2 02 2 Ea rni ngs C a l l November 10, 2022 DISCLAIMER 2 Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and inten ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Priority Technology Holdings, Inc. Commission file number: 001-37872 Priority Technology Holdings, Inc. (Exact name of registrant as specified in its charter) Del ...

Priority Technology Holdings, Inc. (NASDAQ:PRTH) Q2 2022 Earnings Conference Call August 9, 2022 11:00 AM ET Company Participants Chris Kettmann - Investor Relations Tom Priore - Chairman and Chief Executive Officer Mike Vollkommer - Chief Financial Officer Conference Call Participants Steve Moss - B. Riley FBR Brian Kinstlinger - Alliance Global Partners Albert Ragsdale - LCA Operator Good morning and welcome to Priority Technology Holdings Second Quarter 2022 Conference Call. [Operator Instructions] Pleas ...

PRIORITY TECHNOLOGY HOLDINGS Priority (Nasdaq: PRTH) Suppl ement a l Sl i des: Second Qua rt er 2 02 2 Ea rni ngs C a l l August 9, 2022 DISCLAIMER Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions ...

Revenue Growth - For the three months ended June 30, 2022, consolidated revenue was $166.4 million, an increase of $41.4 million, or 33.1%, from $125.0 million for the same period in 2021[125]. - For the six months ended June 30, 2022, consolidated revenue reached $319.7 million, up by $81.4 million, or 34.2%, from $238.3 million for the same period in 2021[126]. - Merchant card fees revenue for the three months ended June 30, 2022 was $139.8 million, an increase of $21.4 million, or 18.1%, from $118.4 million for the same period in 2021[127]. - Outsourced services and other services revenue for the three months ended June 30, 2022 was $6.9 million, an increase of $2.1 million, or 43.8%, from $4.8 million for the same period in 2021[129]. - Money transmission services revenue for the three months ended June 30, 2022 was $17.2 million, related to the business acquired from Finxera in September 2021[131]. - Revenue from the SMB Payments segment was $142.5 million for the three months ended June 30, 2022, representing an increase of $22.2 million, or 18.5%, compared to $120.3 million in the same period of 2021[152]. - For the six months ended June 30, 2022, SMB Payments segment revenue reached $272.5 million, an increase of $43.1 million, or 18.8%, from $229.4 million in the same period of 2021[153]. - Revenue from the B2B Payments segment was $5.3 million for the three months ended June 30, 2022, an increase of $1.3 million, or 32.5%, compared to $4.0 million in the same period of 2021[159]. - Revenue from the B2B Payments segment was $11.2 million for the six months ended June 30, 2022, a 49.3% increase from $7.5 million in the same period of 2021[160]. - Revenue from the Enterprise Payments segment was $18.6 million for the three months ended June 30, 2022, a significant increase from $0.7 million in the same period of 2021, driven by the Finxera acquisition[165]. Operating Expenses - Total operating expenses for the three months ended June 30, 2022 were $153.4 million, an increase of $35.8 million, or 30.5%, from $117.6 million for the same period in 2021[133]. - Cost of revenue for the three months ended June 30, 2022 was $110.7 million, an increase of $20.9 million, or 23.3%, from $89.8 million for the same period in 2021[134]. - Salary and employee benefits expense for the three months ended June 30, 2022 was $15.8 million, an increase of $5.4 million, or 51.9%, from $10.4 million for the same period in 2021[136]. - Depreciation and amortization expense for the three months ended June 30, 2022 was $17.5 million, an increase of $6.8 million, or 63.6%, from $10.7 million for the same period in 2021[138]. - Selling, general and administrative expenses for the three months ended June 30, 2022 were $9.3 million, an increase of $2.6 million, or 38.8%, from $6.7 million for the same period in 2021[140]. Interest and Other Expenses - Interest expense for the three months ended June 30, 2022, was $12.3 million, an increase of $5.0 million, or 68.5%, from $7.3 million in the same period of 2021, primarily due to additional borrowings for the acquisition of Finxera[143]. - For the six months ended June 30, 2022, interest expense was $23.9 million, up $7.4 million, or 44.8%, from $16.5 million in the same period of 2021, also driven by the acquisition-related borrowings[144]. - Total other expense, net for the three months ended June 30, 2022, was $(12.3) million, a decrease of $3.1 million from $(15.4) million in the same period of 2021[142]. Operating Income - Operating income from the SMB Payments segment was $14.0 million for the three months ended June 30, 2022, a decrease of $0.4 million, or 2.8%, from $14.4 million in the same period of 2021[154]. - For the six months ended June 30, 2022, operating income from the SMB Payments segment was $26.5 million, down $1.2 million, or 4.3%, from $27.7 million in the same period of 2021[155]. - Operating income from the B2B Payments segment was $663,000 for the three months ended June 30, 2022, compared to $21,000 in the same period of 2021, reflecting a significant improvement[158]. - Operating income from the B2B Payments segment was $1.1 million for the six months ended June 30, 2022, compared to an operating loss of $0.4 million for the same period in 2021[163]. - Operating income from the Enterprise Payments segment was $10.2 million for the six months ended June 30, 2022, compared to $0.3 million for the same period in 2021[168]. Tax and Cash Flow - The effective tax rate for 2022 was 61.9%, significantly higher than the -18.7% in 2021, primarily due to changes in the valuation allowance against certain business interest carryover deferred tax assets[146]. - Net cash provided by operating activities was $30.3 million for the six months ended June 30, 2022, a 409.2% increase from net cash used in operating activities of $9.8 million in the same period of 2021[177]. - Net cash used in investing activities was $12.7 million for the six months ended June 30, 2022, a decrease from $83.1 million in the same period of 2021[178]. Debt and Liquidity - As of June 30, 2022, the company had outstanding debt obligations of $608.4 million, a decrease of $1.9 million from $610.3 million at December 31, 2021[180]. - The company had cash totaling $22.2 million as of June 30, 2022, compared to $20.3 million at December 31, 2021[174]. - The current portion of long-term debt included in current liabilities was $6.2 million as of June 30, 2022[174]. - The company anticipates that cash on hand and funds generated from operations will be sufficient to meet working capital requirements for at least the next 12 months[172].

Priority Technology Holdings, Inc. (NASDAQ:PRTH) Q1 2022 Earnings Conference Call May 11, 2022 11:00 AM ET Company Participants Chris Kettmann – Investor Relations Tom Priore – Chairman and Chief Executive Officer Mike Vollkommer – Chief Financial Officer Conference Call Participants Steve Moss – B. Riley Securities Brian Kinstlinger – Alliance Global George Mihalos – Cowen Operator Good morning, ladies and gentlemen, thank you for standing by. And welcome to Priority Technology First Quarter 2022 Earnings ...