Priority Technology (PRTH) - 2022 Q4 - Annual Report

Part I Business 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] - 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] 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 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] - 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][46][50] - 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][49] Operations, Technology, and Partnerships 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][52][53] - 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] - Operates two geographically distinct, mirrored data centers for high-availability and disaster recovery, with quarterly fail-over drills[56] Risk Management and Acquisitions 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][61][62][63] - Completed the acquisition of certain assets of Ovvi, LLC, a SaaS POS platform, on November 18, 2022[64] - Completed the acquisition of Finxera, a provider of deposit account management and money transmission services, on September 17, 2021[65] Competition and Regulation 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] - 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][76] - 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] Human Capital 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] - The company has implemented an inclusion and diversity program and requires mandatory annual anti-harassment and anti-discrimination training for all employees[90][92] Risk Factors 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 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] - The payment processing industry is highly competitive, with pressure on pricing from large financial institutions and new technology entrants[102][103] - Increased merchant or ISO attrition could cause financial results to decline, as referral partners are a significant source of new business[105][106] Economic, Strategic, and Third-Party Risks 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] - The company relies on various financial institutions for clearing services and third parties for processing and technology, and their failure could interrupt services[115][116] - The company incurs liability when merchants cannot reimburse for chargebacks, posing a financial risk, especially with merchants that promise future delivery of goods[119] Legal, Regulatory, and Compliance Risks 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] - 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][124][125] - The company may be subject to costly litigation if its services are alleged to infringe on a third party's proprietary rights[130] Capital Structure and Financial Risks 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][136] - 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][145] - 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][141] Unresolved Staff Comments The company reports that it has no unresolved staff comments - N/A[147] Properties 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][148] Legal Proceedings 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] Mine Safety Disclosures This item is not applicable to the company - N/A[150] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 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] - The company has never declared or paid cash dividends and does not plan to in the foreseeable future[152] 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 This item is reserved and contains no information Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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] Segment Results 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 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] - The company had approximately $27.5 million of availability under its revolving credit arrangement at the end of 2022[192] Critical Accounting Estimates 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] - 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] - Goodwill is tested for impairment annually on October 1, or more frequently if triggering events occur, using qualitative or quantitative assessments[206] Quantitative and Qualitative Disclosures About Market Risk 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] - 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] Financial Statements and Supplementary Data 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 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] - 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][224] Consolidated Financial Statements 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 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] - 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][325][327] - 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] - 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][395] Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 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] Controls and Procedures 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] - Management determined that the company maintained effective internal control over financial reporting as of December 31, 2022, based on the COSO framework[460] - In 2022, the company implemented new general ledger, accounts payable, consolidation, and financial reporting systems, leading to changes in related internal controls[462] Other Information This item is not applicable, as the company reports no other information - N/A[464] Part III Directors, Executive Officers and Corporate Governance 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] Executive Compensation 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] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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] Certain Relationships and Related Transactions, and Director Independence 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] Principal Accountant Fees and Services 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] Part IV Exhibits, Financial Statement Schedules 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] - 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][477] Form 10-K Summary The company indicates that there is no Form 10-K summary provided - None[479]