0001628280-19-006766 | 10-Q | XBRL Viewer | Priority Technology Holdings INC

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2019	May 10, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	Priority Technology Holdings, Inc.
Entity Central Index Key	0001653558
Document Type	10-Q
Trading Symbol	PRTH
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		67,013,737
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	43555

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current Assets:
Cash	$ 9,091	$ 15,631
Restricted cash	20,149	18,200
Accounts receivable, net of allowance for doubtful accounts of $511 and $484	47,902	45,651
Prepaid expenses and other current assets	4,394	3,642
Current portion of notes receivable	1,438	979
Settlement assets	1,006	1,042
Total current assets	83,980	85,145
Notes receivable, less current portion	717	852
Property, equipment, and software, net	18,381	17,482
Goodwill	109,515	109,515
Intangible assets, net	206,921	124,637
Deferred income taxes, net	51,313	49,692
Other non-current assets	1,288	1,295
Total assets	472,115	388,618
Current liabilities:
Accounts payable and accrued expenses	23,568	27,638
Accrued residual commissions	18,293	18,715
Customer deposits and advance payments	3,737	3,282
Borrowings outstanding under revolving credit facility	10,000	0
Current portion of long-term debt	3,293	3,293
Settlement obligations	13,381	11,132
Total current liabilities	72,272	64,060
Long-term debt, net of discounts and deferred financing costs	472,537	402,095
Other non-current liabilities	12,411	7,936
Total long-term liabilities	484,948	410,031
Total liabilities	557,220	474,091
Commitments and Contingencies
Stockholders' deficit:
Common stock issued and outstanding	67	67
Additional paid-in capital	1,160	0
Accumulated deficit	(91,986)	(85,540)
Equity of stockholders of Priority Technology Holdings, Inc.	(90,759)	(85,473)
Non-controlling interest in a subsidiary	5,654	0
Total stockholders' deficit	(85,105)	(85,473)
Total liabilities and stockholders' deficit	$ 472,115	$ 388,618

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 511	$ 484

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
REVENUE:
Total revenue	$ 99,977	$ 115,596
OPERATING EXPENSES:
Salary and employee benefits	10,899	8,972
Depreciation and amortization	8,925	3,767
Selling, general and administrative	6,750	7,790
Total operating expenses	99,011	107,718
Income from operations	966	7,878
OTHER INCOME (EXPENSES):
Interest expense	(9,363)	(6,929)
Other, net	227	(4,126)
Total other expenses, net	(9,136)	(11,055)
Loss before income taxes	(8,170)	(3,177)
Income tax benefit	(1,724)	0
Net loss	$ (6,446)	$ (3,177)
Loss per common share:
Basic and diluted (in dollar per share)	$ (0.10)	$ (0.06)
PRO FORMA (C-corporation basis):
Income tax benefit		$ (665)
Net loss		$ (2,512)
Loss per common share:
Basic and diluted (in dollar per share)		$ (0.04)
Merchant card fees
REVENUE:
Total revenue	$ 91,829	$ 108,010
OPERATING EXPENSES:
Cost of services	67,871	82,813
Outsourced services and other
REVENUE:
Total revenue	8,148	7,586
Other
OPERATING EXPENSES:
Cost of services	$ 4,566	$ 4,376

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net loss	$ (6,446)	$ (3,177)
Adjustment to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	8,925	3,767
Equity-based compensation	1,160	188
Amortization of debt issuance costs and discounts	405	308
Equity in losses and impairment of unconsolidated entities	6	54
Provision for deferred tax benefit	(1,621)	0
Change in fair value of warrant liability	0	3,481
Payment-in-kind interest	1,210	1,193
Other non-cash	(174)	0
Change in operating assets and liabilities:
Accounts receivable	(2,252)	4,797
Settlement assets	36	2,879
Prepaid expenses and other current assets	(752)	(766)
Notes receivable	(324)	831
Accounts payable and other accrued liabilities	(3,634)	(4,270)
Settlement obligations	2,249	3,230
Other assets and liabilities	(28)	99
Net cash (used in) provided by operating activities	(1,240)	12,614
Cash flows from investing activities:
Payment for prior year business acquisition	(184)	0
Additions to property, equipment and software	(2,382)	(2,624)
Acquisitions of merchant portfolios and assets	(79,612)	(3,700)
Net cash used in investing activities	(82,178)	(6,324)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of issue discount	69,650	67,113
Repayment of long-term debt	(823)	(670)
Debt issuance costs	0	(646)
Borrowings under revolving credit facility	10,000	0
Distributions to members prior to July 25, 2018 recapitalization	0	(4,024)
Redemption of membership interest prior to July 25, 2018 recapitalization	0	(74,093)
Net cash provided by (used in) financing activities	78,827	(12,320)
Net change in cash and restricted cash:
Net decrease in cash and restricted cash	(4,591)	(6,030)
Cash and restricted cash at beginning of year	33,831	44,159
Cash and restricted cash at March 31	29,240	38,129
Supplemental cash flow information:
Cash paid for interest	7,126	5,355
Non-cash investing and financing activities:
Intangible assets acquired by issuing non-controlling interest in a subsidiary	$ 5,654	$ 0

Nature of Business and Basis of Presentation

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

The Company and Basis of Presentation

AND BASIS OF PRESENTATION

Nature of Business

Priority Technology Holdings, Inc. and its subsidiaries (the "Company") are a leading fintech enterprise with strong core payments technology. The Company is headquartered in Alpharetta, Georgia and operates other facilities in Texas, Tennessee, Arizona, and New York. Operations began in 2005 with a mission to build a merchant-inspired payments platform that would advance the goals of its customers and partners. Today, the Company is a leading provider of merchant acquiring and commercial payment solutions, offering unique product capabilities to small and medium size businesses and enterprises and distribution partners in the United States. The Company operates from a purpose-built business platform that includes tailored customer service offerings and bespoke technology development, allowing the Company to provide end-to-end solutions for payment and payment-adjacent needs.

The Company provides:


•	Consumer payments processing solutions for business-to-consumer ("B2C") transactions through independent sales organizations ("ISOs"), financial institutions, independent software vendors ("ISVs"), and other referral partners. The Company's proprietary MX platform for B2C payments provides merchants a fully customizable suite of business management solutions.


•	Commercial payments solutions such as automated vendor payments and professionally curated managed services to industry leading financial institutions and networks. The Company's proprietary business-to-business ("B2B") Commercial Payment Exchange (CPX) platform was developed to be a best-in-class solution for buyer/supplier payment enablement.


•	Institutional services (also known as Managed Services) solutions that provide audience-specific programs for institutional partners and other third parties looking to leverage the Company's professionally trained and managed call center teams for customer onboarding, assistance, and support, including marketing and direct-sales resources.


•	Integrated partners solutions for ISVs and other third-parties that allow them to leverage the Company's core payments engine via robust application program interfaces resources and high-utility embeddable code.


•	Consulting and development solutions focused on the increasing demand for integrated payments solutions for transitioning to the digital economy.

The Company provides its services through two reportable segments: (1) Consumer Payments and (2) Commercial Payments and Managed Services. For additional information about our reportable segments, see Note 15, Segment Information.

To provide many of its services, the Company enters into agreements with payment processors which in turn have agreements with multiple card associations. These card associations comprise an alliance aligned with insured financial institutions ("member banks") that work in conjunction with various local, state, territory, and federal government agencies to make the rules and guidelines regarding the use and acceptance of credit and debit cards. Card association rules require that vendors and processors be sponsored by a member bank and register with the card associations. The Company has multiple sponsorship bank agreements and is itself a registered ISO with Visa®. The Company is also a registered member service provider with MasterCard®. The Company's sponsorship agreements allow the capture and processing of electronic data in a format to allow such data to flow through networks for clearing and fund settlement of merchant transactions.

Corporate Matters

On July 25, 2018, MI Acquisitions, Inc. ("MI Acquisitions"), which was formed under the laws of the State of Delaware on April 23, 2015, acquired all of the outstanding member equity interests of Priority Holdings, LLC ("Holdings") in exchange for the

issuance of MI Acquisitions' common stock. As a result, Holdings which was previously a privately-owned company, became a wholly-owned subsidiary of MI Acquisitions (the "Business Combination"). Simultaneously, MI Acquisitions changed its name to Priority Technology Holdings, Inc. For financial accounting and reporting purposes under generally accepted accounting principles in the United States ("GAAP"), the acquisition was accounted for as a "reverse merger." Under this method of accounting, MI Acquisitions is treated as the acquired entity whereby Holdings was deemed to have issued common stock for the net assets and equity of MI Acquisitions accompanied by a simultaneous equity recapitalization (the "Recapitalization") of Holdings. Net assets of the Company are stated at historical cost and accordingly the equity and net assets of the Company have not been adjusted to fair value. As of July 25, 2018, the consolidated financial statements of the Company include the combined operations, cash flows, and financial positions of both MI Acquisitions and Holdings. Prior to July 25, 2018, the results of operations, cash flows, and financial position are those of Holdings. The units and corresponding capital amounts and earnings per unit of Holdings prior to July 25, 2018 have been retroactively restated as shares reflecting the exchange ratio established in the Recapitalization.

The Company's common stock is traded on The Nasdaq Global Market under the symbol "PRTH." Certain shares of the Company's common stock are restricted shares, meaning that there are certain regulatory restrictions on the holders' abilities to sell, transfer, pledge or otherwise dispose of shares. Common shares of the Company issued to certain non-affiliates may become unrestricted common shares in the future due to the lapse of certain regulatory restrictions on the holders' ability to sell, transfer, pledge, or dispose of the unregistered shares.

The Company's Chairman, President, and Chief Executive Officer controls a majority of the voting power of the Company's outstanding common stock. As a result, the Company is a "controlled company" within the meaning of corporate governance standards of the Nasdaq Stock Market LLC ("Nasdaq") .

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements include those of the Company and its consolidated subsidiaries. All material inter-company accounts and transactions have been eliminated in consolidation. "First quarter of 2019" refers to the period covering January 1, 2019 through March 31, 2019 and "first quarter of 2018" refers to the period covering January 1, 2018 through March 31, 2018.

The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the rules and regulations of the SEC.

The accompanying unaudited condensed consolidated financial statements are unaudited; however, in the opinion of management they include all normal and recurring adjustments necessary for a fair presentation of the Company's unaudited condensed consolidated financial statements for the periods presented. The accompanying unaudited condensed consolidated balance sheet and related footnote disclosures as of December 31, 2018 were derived from the Company's audited consolidated financial statements and accompanying footnotes as of and for the year ended December 31, 2018. Results of operations reported for interim periods are not necessarily indicative of results for the entire year due to seasonal fluctuations in the Company's revenue as a result of consumer spending patterns.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates.

Prior to July 25, 2018, substantially all of the Company's operations were conducted through pass-through entities for income tax purposes, and as such the Company had no material income tax accounting reflected in its financial statements for financial reporting purposes since substantially all taxable income and deductions were "passed through" to unconsolidated owners. Effective July 25, 2018, the Company is a "C Corp" and reports its income and deductions for income tax purposes. Accordingly, effective July 25, 2018 the consolidated financial statements of the Company now account for income taxes in accordance with Accounting Standards Codification ("ASC") 740, Income Taxes ("ASC 740").

The Company is an "emerging growth company" (EGC), as defined in the Jumpstart Our Business Startups Act of 2012. The Company may remain an EGC until December 31, 2021. However, if the Company's non-convertible debt issued within a rolling

three-year period exceeds $1.0 billion, the Company would cease to be an EGC immediately, or if its revenues for any fiscal year exceed $1.07 billion, or the market value of its common stock that is held by non-affiliates exceeds $700.0 million on the last day of the second quarter of any given year, the Company would cease to be an EGC as of the beginning of the following year. As an EGC, the Company is not required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act of 2002. Additionally, the Company as an EGC may continue to elect to delay the adoption of any new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, the Company's financial statements may not be comparable to companies that comply with public company effective dates.

Comprehensive Income (Loss)

Comprehensive income (loss) represents the sum of net income (loss) and other amounts that are not included in the unaudited condensed consolidated statement of operations as the amounts have not been realized. For the quarters ended March 31, 2019 and 2018, there were no differences between the Company's net loss and comprehensive loss. Therefore, no separate Statement of Comprehensive Income (Loss) is included in the consolidated financial statements for the reporting periods.

Cash and Restricted Cash

Cash includes cash held at financial institutions that is owned by the Company. Restricted cash is held by the Company in financial institutions for the purpose of in-process customer settlements or reserves held per contact terms.

Reclassifications

Certain prior period amounts in these unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation, with no net effect on the Company's stockholders' equity (deficit) or net income (loss) for any period.

Accounting Policies

There have been no material changes to the Company's accounting policies from December 31, 2018 through March 31, 2019, however, see Note 2, Acquisitions of Assets, for information on the non-controlling interest issued in connection with certain net assets acquired from YapStone, Inc.

Components of Revenues and Expenses

Revenues

Merchant card fees revenue consists mainly of fees for processing electronic payments, including credit, debit and electronic benefit transaction card processing. The fees are generally based on a variable percentage of the dollar amount of each transaction and, in some cases, additional fees for each transaction. In addition, merchant customers may also be charged miscellaneous fees, including statement fees, annual fees, monthly minimum fees, fees for handling chargebacks, gateway fees, and fees for other miscellaneous services. Merchant card fees revenue is attributable primarily to our Consumer Payments segment.

Outsourced services and other revenue consist mainly of cost-plus fees related to B2B services, merchant financing and buyer-initiated payment programs sold on behalf of certain enterprise customers, originated through our in-house sales force, including incentives for meeting sales targets. Outsourced services revenue is attributable primarily to our Commercial Payments and Managed Services reportable segment. Other revenues include revenue from the sales of equipment (primarily point of sale terminals) and processing of automated clearing house ("ACH") transactions.

Costs of Services

Costs of Merchant Card Fees

Costs of merchant card fees primarily consist of residual payments to agents and ISOs and other third-party costs directly attributable to payment processing. The residual payments represent commissions paid to agents and ISOs based upon a percentage of the net revenues generated from merchant transactions.

Costs of Outsourced Services and Other Revenue

Costs of outsourced services and other revenue consist of salaries directly related to outsourced services revenue, the cost of equipment (point of sale terminals) sold, and third-party fees and commissions related to the Company's ACH processing activities.

Selling, General and Administrative ("SG&A")

SG&A expenses include mainly professional services, advertising, rent, office supplies, software licenses, utilities, state and local franchise and sales taxes, litigation settlements, executive travel, insurance, and expenses related to the Business Combination.

Interest Expense

Interest expense consists of interest on outstanding debt and amortization of deferred financing costs and original issue discounts.

Other, net

Other, net is composed of interest income, debt modification and extinguishment expenses, changes in fair value of warrant liabilities, and equity in losses and impairment of unconsolidated entities. Interest income consists mainly of interest received pursuant to notes receivable from independent sales agents. Debt modification and extinguishment expenses includes write-offs of unamortized deferred financing costs and original issue discount relating to the extinguished debt. Equity in loss and impairment of unconsolidated entities consists of the Company's share of the income or loss of its equity method investment as well as any impairment charges related to such investments.

New Accounting Standards Adopted

The Company did not adopt any new accounting standards during the quarter ended March 31, 2019.

Recently Issued Standards Not Yet Adopted

Prior to July 25, 2018, the Company was defined as a non-public entity for purposes of applying transition guidance related to new or revised accounting standards under GAAP, and as such was typically required to adopt new or revised accounting standards subsequent to the required adoption dates that applied to public companies. Subsequent to July 25, 2018, the Company retains EGC status until no later than December 31, 2021. The Company will maintain the election available to an EGC to use any extended transition period applicable to non-public companies when complying with a new or revised accounting standards. Therefore, as long as the Company retains EGC status, before December 31, 2021 the Company can continue to elect to adopt any new or revised accounting standards on the adoption date (including early adoption) required for a private company.

Revenue Recognition (ASC 606)

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers, which since has been codified and amended in ASC 606, Revenue from Contracts with Customers. This guidance clarifies the principles for recognizing revenue and will be applicable to all contracts with customers regardless of industry-specific or transaction-specific fact patterns. Further, the guidance will require improved disclosures as well as additional disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. Since

its original issuance, the FASB has issued several updates to this guidance. The new standard could change the amount and timing of revenue and costs for certain significant revenue streams, increase areas of judgment and related internal controls requirements, change the presentation of revenue for certain contract arrangements and possibly require changes to the Company's software systems to assist in both internally capturing accounting differences and externally reporting such differences through enhanced disclosure requirements. As an EGC, the standard is effective for the Company's 2019 annual reporting period and for interim periods after 2019. The standard permits the use of either the retrospective or modified retrospective transition method. The Company has not yet selected a transition method and is currently evaluating the effect that the standard may have on its consolidated financial statements and disclosures.

Leases (ASC 842)

In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases-Topic 842, which has been codified in ASC 842, Leases. Under this new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases): 1) a lease liability equal to the lessee's obligation to make lease payments arising from a lease, measured on a discounted basis and 2) a right-of-use asset which will represent the lessee's right to use, or control the use of, a specified asset for the lease term. As an EGC, this standard is effective for the Company's annual reporting period beginning in 2020 and interim reporting periods beginning first quarter of 2021. The adoption of ASC 842 will require the Company to recognize non-current assets and liabilities for right-of-use assets and operating lease liabilities on its consolidated balance sheet, but it is not expected to have a material effect on the Company's results of operations or cash flows. ASC 842 will also require additional footnote disclosures to the Company's consolidated financial statements.

Credit Losses (ASU 2016-13 and ASU 2018-19)

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This new guidance will change how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments. ASU 2016-13 will replace the current "incurred loss" model with an "expected loss" model. Under the "incurred loss" model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (i.e., that it has been "incurred"). Under the "expected loss" model, a loss (or allowance) is recognized upon initial recognition of the asset that reflects all future events that leads to a loss being realized, regardless of whether it is probable that the future event will occur. The "incurred loss" model considers past events and current conditions, while the "expected loss" model includes expectations for the future which have yet to occur. ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, was issued in November 2018 and excludes operating leases from the new guidance. The standard will require entities to record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating the potential impact that ASU 2016-13 may have on the timing of recognizing future provisions for expected losses on the Company's accounts receivable. As an EGC, the ASU is effective for annual periods beginning in 2021 and interim periods within annual periods beginning in 2022.

Statement of Cash Flows (ASU 2016-15)

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230). This ASU represents a consensus of the FASB's Emerging Issues Task Force on eight separate issues that each impact classifications on the statement of cash flows. In particular, issue number three addresses the classification of contingent consideration payments made after a business combination. Under ASU 2016-15, cash payments made soon after an acquisition's consummation date (i.e., approximately three months or less) will be classified as cash outflows from investing activities. Payments made thereafter will be classified as cash outflows from financing activities up to the amount of the original contingent consideration liability. Payments made in excess of the amount of the original contingent consideration liability will be classified as cash outflows from operating activities. As an EGC, this ASU is effective for the Company for years beginning in 2019 and interim periods within years beginning in 2020. The Company is evaluating the effect this ASU will have on its consolidated statement of cash flows.

Goodwill Impairment Testing (ASU 2017-04)

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 will eliminate the requirement to calculate the implied fair value of goodwill (i.e., step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on

the excess of a reporting unit's carrying amount over its fair value (i.e., measure the charge based on the current step 1). Any impairment charge will be limited to the amount of goodwill allocated to an impacted reporting unit. ASU 2017-04 will not change the current guidance for completing Step 1 of the goodwill impairment test, and an entity will still be able to perform the current optional qualitative goodwill impairment assessment before determining whether to proceed to Step 1. Upon adoption, the ASU will be applied prospectively. As an EGC, this ASU will be effective for annual and interim impairment tests performed in periods beginning in 2022. The impact that ASU 2017-04 may have on the Company's financial condition or results of operations will depend on the circumstances of any goodwill impairment event that may occur after adoption.

Share-Based Payments to Non-Employees (ASU 2018-07)

In June 2018, the FASB issued ASU 2018-07, Share-based Payments to Non-Employees, to simplify the accounting for share-based payments to non-employees by aligning it with the accounting for share-based payments to employees, with certain exceptions. As an EGC, the ASU is effective for annual reporting periods beginning in 2020 and interim periods within annual periods beginning in the first quarter of 2021, but not before the Company adopts ASC 606, Revenue Recognition. The Company is evaluating the impact this ASU will have on its consolidated financial statements.

Disclosures for Fair Value Measurements (ASU 2018-13)

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement. This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of the FASB's disclosure framework project. For all entities, this ASU is effective for annual and interim reporting periods beginning in 2020. Certain amendments must be applied prospectively while others are to be applied on a retrospective basis to all periods presented. As disclosure guidance, the adoption of this ASU will not have an effect on the Company's financial position, results of operations or cash flows.

Implementation Costs Incurred in Cloud Computing Arrangements (ASU 2018-15)

In August 2018, the FASB issued ASU 2018-15, Implementation Costs Incurred in Cloud Computing Arrangements ("ASU 2018-15"), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). As an EGC, this ASU is effective for the Company for annual reporting periods beginning in 2021, and interim periods within annual periods beginning in 2022. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is evaluating the impact this ASU will have on its consolidated financial statements.

Concentration of Risk

The Company's revenue is substantially derived from processing Visa® and MasterCard® bank card transactions. Because the Company is not a member bank, in order to process these bank card transactions, the Company maintains sponsorship agreements with member banks which require, among other things, that the Company abide by the by-laws and regulations of the card associations.

Substantially all of the Company's revenues and receivables are attributable to merchant customer transactions, which are processed by third-party payment processors.

A majority of the Company's cash and restricted cash is held in certain financial institutions, substantially all of which is in excess of federal deposit insurance corporation limits. The Company does not believe it is exposed to any significant credit risk from these transactions.

No one merchant customer accounted for 10% or more of the Company's consolidated revenues for any period presented.

Acquisitions of Assets	3 Months Ended
Acquisitions of Assets	Mar. 31, 2019
Asset Acquisition [Abstract]
Acquisitions of Assets	ACQUISITIONS OF ASSETS YapStone In March 2019, the Company, through one of its subsidiaries, Priority Real Estate Technology, LLC ("PRET"), acquired certain assets and assumed certain related liabilities (the "YapStone net assets") from YapStone, Inc. ("YapStone") under an asset purchase and contribution agreement. The purchase price for the YapStone net assets was $65.0 million in cash plus a non-controlling interest in PRET. The fair value of the non-controlling interest was estimated to be approximately $5.7 million. The total purchase price was assigned to customer relationships, except for $1.0 million and $1.2 million which were assigned to a software license agreement and a services agreement, respectively. The $65.0 million of cash was funded from a draw down of the Senior Credit Facility on a delayed basis as provided for and pursuant to the third amendment thereto executed in December 2018. See Note 7, Long-Term Debt. During the quarter ended March 31, 2019, no earnings of PRET were allocated to the non-controlling interest pursuant to the profit-sharing agreement between the Company and the non-controlling interest. eTab and Cumulus (Related Party) In February 2019, a subsidiary of the Company, Priority Hospitality Technology, LLC ("PHT"), acquired substantially all of the operating assets and assumed certain related liabilities (the "net assets") of eTab, LLC ("eTab") and CUMULUS POS, LLC ("Cumulus") under asset contribution agreements. These net assets were composed substantially of technology-related assets. Prior to these transactions, eTab was 80% owned by the Company's Chairman, President, and Chief Executive Officer. No cash consideration was paid to the sellers of eTab or Cumulus at acquisition. As consideration for these acquired net assets, the sellers were issued redeemable preferred equity interests in PHT. Under these redeemable preferred equity interests, the sellers are eligible to receive up to $4.5 million of profits earned by PHT, plus a preferred yield on any of the $4.5 million amount that has not been distributed to them. The Company's Chairman, President and Chief Executive Officer owns 83.3% of the redeemable preferred equity interests in PHT. Once a total of $4.5 million plus the preferred yield has been distributed to the holders of the redeemable preferred equity interests, the redeemable preferred equity interests will cease to exist. The value of the assets acquired and the fair value of the redeemable preferred equity interests in PHT have been estimated as of March 31, 2019 based on information available to the Company and may be adjusted, if necessary, should additional information become available to refine these estimates. Residual Portfolio Acquisition On March 15, 2019, a subsidiary of the Company paid $15.2 million cash to acquire certain residual portfolio rights. Of the $15.2 million, $5.0 million was funded from a delayed draw down of the Senior Credit Facility as provided for and pursuant to the third amendment thereto executed in December 2018. See Note 7, Long-Term Debt. Additionally, a $10.0 million draw was made against the revolving credit facility under the Senior Credit Facility and cash on hand was used to fund the remaining amount. The purchase price may be subject to an increase of up to $6.4 million in accordance with the terms of the agreement between the Company and the sellers. Any additional purchase price will be accounted for when payment to the seller becomes probable and it will be added to the carrying value of the asset.

Settlement Assets and Obligations

3 Months Ended

Mar. 31, 2019

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Settlement Assets and Obligations

SETTLEMENT ASSETS AND OBLIGATIONS

The standards of the card networks restrict non-members, such as the Company, from performing funds settlement or accessing merchant settlement funds. Instead, these funds must be in the possession of the member bank until the merchant is funded. The Company has relationships with member banks to facilitate payment transactions. These agreements allow the Company to route transactions under a member bank's control to process and clear transactions through card networks. Amounts for payment card

settlements included in settlement assets and obligations on the Company's consolidated balance sheets represent intermediary balances arising in the settlement process.

Reserves Held For ACH Customers

For the Company's ACH business component that conducts business as ACH.com, the Company earns revenues by processing ACH transactions for financial institutions and other business customers. Certain customers establish and maintain reserves with the Company to cover potential losses in processing ACH transactions. These reserves are held in bank accounts controlled by the Company. As such, the Company recognizes the cash balances within restricted cash and settlement obligations on its consolidated balance sheets.

Merchant Reserves and Estimated Shortfalls

Under agreements between the Company and merchants, merchants assume liability for obligations such as chargebacks, customer disputes, and unfilled orders. However, under its risk-based underwriting policy, the Company may require certain merchants to establish and maintain reserves designed to protect the Company from anticipated obligations such as chargebacks, customer disputes, and unfilled orders. A merchant reserve account is funded by the merchant but controlled by a sponsor bank during the term of the merchant agreement. Unused merchant reserves are returned to the merchant after termination of the merchant agreement or in certain instances upon a reassessment of risks during the term of the merchant agreement. Sponsor banks held merchant reserves of approximately $120.5 million and $186.2 million at March 31, 2019 and December 31, 2018, respectively. Since these merchant reserves held at sponsor banks are not assets of the Company and the associated risks are not liabilities of the Company, neither is recognized on the Company's consolidated balance sheets.

In the event the amount in a merchant reserve is insufficient to cover expected or incurred losses, the Company may be liable to cover the shortfall. The Company recognized a liability for estimated shortfalls of approximately $2.1 million and $2.0 million at March 31, 2019 and December 31, 2018, respectively. The liabilities are included in the Company's consolidated balance sheet as contra balances against settlement assets.

The Company's settlement assets and obligations at March 31, 2019 and December 31, 2018 were as follows:



(in thousands)
Settlement Assets:	March 31, 2019		December 31, 2018
Card settlements due from merchants, net of estimated losses	$	936	$	988
Card settlements due from processors	70		54
Total settlement assets	$	1,006	$	1,042

Settlement Obligations:
Card settlements due to merchants	$	767	$	777
Due to ACH payees (1)	12,614		10,355
Total Settlement Obligations	$	13,381	$	11,132

(1) Amounts due to ACH payees are held by the Company in restricted cash.

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

GOODWILL AND INTANGIBLE ASSETS

The Company records goodwill when an acquisition is made and the purchase price is greater than the fair value assigned to the underlying tangible and intangible assets acquired and the liabilities assumed. The Company's goodwill was allocated to reporting units as follows:



(in thousands)	March 31, 2019		December 31, 2018
Consumer Payments	106,832		$	106,832
Commercial Payments and Managed Services	2,683		2,683
	$	109,515	$	109,515

There were no changes in the carrying amount of goodwill for the quarter ended March 31, 2019.

The Company's intangible assets primarily include merchant portfolios and other intangible assets such as non-compete agreements, trade names, acquired technology (developed internally by acquired companies prior to acquisition by the Company) and customer relationships. As of March 31, 2019 and December 31, 2018, intangible assets consisted of the following:



(in thousands)	March 31, 2019			December 31, 2018
Other intangible assets:
Merchant portfolios	$	153,152		$	137,576
Non-compete agreements	3,390			3,390
Tradename	2,870			2,870
Acquired technology	19,890			14,390
Customer relationships	124,630			55,940
	303,932			214,166
Less accumulated amortization:
Merchant portfolios	(52,891		)	(48,492		)
Non-compete agreements	(3,390		)	(3,390		)
Trade names	(1,081		)	(1,017		)
Acquired technology	(10,981		)	(10,222		)
Customer relationships	(28,668		)	(26,408		)
	(97,011		)	(89,529		)

	$	206,921		$	124,637

See Note 2, Acquisitions of Assets, for information about additions made during the first quarter of 2019.

Amortization expense for finite-lived intangible assets was approximately $7.5 million and $2.7 million for the quarters ended March 31, 2019 and 2018, respectively. Amortization expense for future periods could differ due to new intangible asset acquisitions, changes in useful lives of existing intangible assets, and other relevant events or circumstances.

The Company tests goodwill for impairment for each of its reporting units on an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit is below its carrying value. The Company expects to perform its next annual goodwill impairment test as of November 30, 2019 using market data and discounted cash flow analysis. The Company concluded there were no indicators of impairment as of March 31, 2019 or December 31, 2018. As such, there was no accumulated impairment loss as of March 31, 2019 and December 31, 2018.

Property, Equipment and Software

3 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

Property, Equipment and Software

PROPERTY, EQUIPMENT AND SOFTWARE

The Company's property, equipment, and software balance primarily consists of furniture, fixtures, and equipment used in the normal course of business, computer software developed for internal use, and leasehold improvements. Computer software represents purchased software and internally developed back office and merchant interfacing systems used to assist the reporting of merchant processing transactions and other related information.

A summary of property, equipment, and software as of March 31, 2019 and December 31, 2018 follows:



(in thousands)	March 31, 2019			December 31, 2018			Useful Life
Furniture and fixtures	$	2,254		$	2,254		2-7 years
Equipment	8,243			8,164			3-7 years
Computer software	30,055			27,804			3-5 years
Leasehold improvements	5,943			5,935			5-10 years
	46,495			44,157
Less accumulated depreciation	(28,114		)	(26,675		)
Property, equipment, and software, net	$	18,381		$	17,482

Depreciation expense totaled $1.4 million and $1.1 million for the quarters ended March 31, 2019 and March 31, 2018, respectively.

Accounts Payable and Accrued Expenses

3 Months Ended

Mar. 31, 2019

Accounts Payable [Abstract]

Accounts Payable and Accrued Expenses

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The Company accrues for certain expenses that have been incurred and not paid, which are classified within accounts payable and accrued expenses in the accompanying consolidated balance sheets.

The components of accounts payable and accrued expenses that exceeded five percent of total current liabilities as of March 31, 2019 and December 31, 2018 consisted of the following:



(in thousands)	March 31, 2019		December 31, 2018
Accounts payable	$	6,582	$	8,030
Accrued compensation	$	3,156	$	6,193
Other accrued expenses	$	6,521	$	6,971

Long-Tem Debt

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Long-Term Debt

LONG-TERM DEBT

Long-term debt, excluding amounts outstanding on the revolving credit facility, as of March 31, 2019 and December 31, 2018 consisted of the following:



(in thousands)	March 31, 2019			December 31, 2018
Term Loan - Senior, matures January 3, 2023 and bears interest at LIBOR plus 5.0% at March 31, 2019 and December 31, 2018 (rate of 7.50% at March 31, 2019 and 7.53% at December 31, 2018)	$	391,842		$	322,666
Term Loan - Subordinated, matures July 3, 2023 and bears interest at 5.0% plus payment-in-kind interest (rate of 10.5% at March 31, 2019 and December 31, 2018)	91,226			90,016
Total	483,068			412,682
Less: current portion of long-term debt	(3,293		)	(3,293		)
Less: unamortized debt discounts	(3,457		)	(3,300		)
Less: deferred financing costs	(3,781		)	(3,994		)
Total long-term debt	$	472,537		$	402,095

Substantially all of the Company's assets are pledged as collateral under a senior credit agreement with a syndicate of lenders (the "Senior Credit Agreement") and under a credit and guaranty agreement with Goldman Sachs Specialty Lending Group, L.P. (the "GS Credit Agreement"). However, the parent entity, Priority Technology Holdings, Inc., is neither a borrower nor a guarantor of this aforementioned debt. The Company's subsidiaries that are borrowers or guarantors are referred to as the "Borrowers."

The December 2018 modification of the Senior Credit Agreement and the GS Credit Agreement (collectively, the "Third Amendment") included a delayed draw basis amount of $70.0 million. Until the additional $70.0 million, net of a $350,000 discount, was drawn in March 2019, the Borrowers were assessed a fee on the undrawn amounts. This fee amounted to $0.4 million and is reflected in interest expense on the unaudited condensed consolidated statement of operations for the quarter ended March 31, 2019.

At March 31, 2019, the Senior Credit Agreement has a maximum borrowing amount of $422.5 million consisting of a $397.5 million term loan and a $25.0 million revolving credit facility. The allowed borrowings amount under the GS Credit Agreement is $80.0 million, excluding payment-in-kind interest.

The credit facilities under the Senior Credit Agreement (the "Senior Credit Facility") mature on January 3, 2023, with the exception of the revolving credit facility which expires on January 2, 2022. Any amounts outstanding under the revolving credit facility must be paid in full before the maturity date of January 2, 2022. The GS Credit Agreement matures on July 3, 2023.

At March 31, 2019, there was $10.0 million outstanding on the revolving credit facility; no amount was outstanding as of December 31, 2018. The variable interest rate on the revolving credit facility was 9.5% at March 31, 2019.

As a result of the Third Amendment, borrowings under the Senior Credit Agreement are subject to an applicable margin, or percentage per annum, equal to: (i) with respect to Initial Term Loans, (a) for LIBOR Rate Loans, 5.00% per annum and (b) for Base Rate Loans, 4.00% per annum; and (ii) with respect to Revolving Loans (a) for LIBOR Rate Loans and Letter of Credit fees, 5.00% per annum, (b) for Base Rate Loans, per annum, 4.00% and (c) for unused commitment fees, 0.50% per annum.

Under the Senior Credit Agreement, the Borrowers are required to make quarterly principal payments of $0.8 million. Additionally, the Borrowers may be obligated to make certain additional mandatory prepayments based on excess cash flow, as defined in the Senior Credit Agreement. No such prepayment was due for the year ended December 31, 2018.

Principal contractual maturities on long-term debt are as follows:



(in thousands)
Year	Maturities
2019	$	3,293
2020	3,293
2021	3,293
2022	3,293
2023	469,896
	$	483,068

For each of the quarters ended March 31, 2019 and 2018, payment-in-kind (PIK) interest under the GS Credit Agreement added $1.2 million to the principal amount of the subordinated debt.

For the quarters ended March 31, 2019 and 2018, interest expense, including amortization of deferred financing costs and debt discounts, was $9.4 million and $6.9 million, respectively. Deferred financing costs and debt discounts are being amortized using the effective interest method over the remaining term of the respective debt and are recorded as a component of interest expense. Interest expense related to amortization of deferred finance costs and debt discounts was approximately $0.4 million and $0.3 million for the quarters ended March 31, 2019 and 2018, respectively,

Covenants

The Senior Credit Agreement and the GS Credit Agreement, as amended, contain 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 Company's subsidiaries to Priority Technology Holdings, Inc., 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. Substantially all of the Borrowers' assets are pledged as collateral under the Senior Credit Agreement and GS Credit Agreement. The Borrowers are also required to comply with certain restrictions on their Total Net Leverage Ratio (as defined in the Senior Credit Agreement and GS Credit Agreement). As of March 31, 2019 and December 31, 2018, the Borrowers were in compliance with the covenants.

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	INCOME TAXES Prior to July 25, 2018, substantially all of the Company's operations were conducted through pass-through entities for income tax purposes, and as such the Company had no material income tax accounting reflected in its financial statements for financial reporting purposes since substantially all taxable income and deductions were "passed through" to unconsolidated owners. Effective July 25, 2018, the Company is a "C Corp" and reports its income and deductions for income tax purposes. Accordingly, effective July 25, 2018, the consolidated financial statements of the Company reflect the accounting for income taxes in accordance with ASC 740, Income Taxes. The Company's unaudited condensed consolidated financial statements for the quarter ended March 31, 2018 reflect unaudited pro-forma income tax disclosure amounts to illustrate the income tax effects had the Company been subject to federal and state income taxes. The Company's effective income tax rate was a benefit of approximately 21% for the quarter ended March 31, 2019. The Company recognizes the tax effects of uncertain tax positions only if such positions are more likely than not to be sustained based solely upon its technical merits at the reporting date. The Company refers to the difference between the tax benefit recognized in its financial statements and the tax benefit claimed in the income tax return as an "unrecognized tax benefit." As of March 31, 2019, the net amount of our unrecognized tax benefits was not material. The Company is subject to U.S. federal income tax and income tax in multiple state jurisdictions. Tax periods for 2015 and all years thereafter remain open to examination by the federal and state taxing jurisdictions and tax periods for 2014 and all years thereafter remain open for certain state taxing jurisdictions to which the Company is subject.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	COMMITMENTS AND CONTINGENCIES The Company is involved in certain legal proceedings and claims, which arise in the ordinary course of business. In the opinion of the Company, based on consultations with inside and outside counsel, the results of any of these ordinary course matters, individually and in the aggregate, are not expected to have a material effect on its results of operations, financial condition, or cash flows.

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2019
Related Party Transactions [Abstract]
Related Party Transactions	RELATED PARTY TRANSACTIONS See Note 2, Acquisitions of Assets, for information about the acquisitions of certain assets and liabilities of eTab and Cumulus.

Reconciliation of Stockholders' Equity (Deficit) and Non-Controlling Interest

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Reconciliation of Stockholders' Equity (Deficit) and Non-Controlling Interest

RECONCILIATION OF STOCKHOLDERS' EQUITY (DEFICIT) AND NON-CONTROLLING INTEREST

The following tables provide a reconciliation of the beginning and ending carrying amounts of equity (deficit) attributable to stockholders of Priority Technology Holdings, Inc., and equity attributable to non-controlling interest:



(in thousands)									Additional Paid-In Capital (Deficit)			Accumulated Earnings (Deficit)			Total Priority Technology Holdings, Inc. Stockholders' Deficit			Non-Controlling Interest
	Preferred Stock			Common Stock
	Shares	Amount		Shares		Amount
																		—
January 1, 2018	—	$	—	73,110		$	73		$	—		$	(90,228	)	$	(90,155	)	$	—
Distribution to members (before recapitalization)	—	—		—		—			(188		)	(3,836		)	(4,024		)	—
Member redemption (before recapitalization)	—	—		(12,565	)	(13		)	—			(64,890		)	(64,903		)	—
Pro-rata adjustment for redemption (before recapitalization)	—	—		(724	)	—			—			—			—			—
Equity-based compensation	—	—		—		—			188			—			188			—
Net loss	—	—		—		—			—			(3,177		)	(3,177		)	—
March 31, 2018	—	$	—	59,821		$	60		$	—		$	(162,131	)	$	(162,071	)	$	—


January 1, 2019	—	$	—	67,038		$	67		$	—		$	(85,540	)	$	(85,473	)	$	—
Equity-based compensation	—	—		—		—			1,160			—			1,160			—
Warrant redemptions	—	—		420		(a)			(a)			—			—			—
Net loss	—	—		—		—			—			(6,446		)	(6,446		)	—
Issuance of non-controlling interest	—	—		—		—			—			—			—			$	5,654
March 31, 2019	—	$	—	67,458		$	67		$	1,160		$	(91,986	)	$	(90,759	)	$	5,654

(a) Par value of the common shares issued in connection with the warrant exchange rounds to less than one thousand dollars (see Note 12, Equity).

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 March 31, 2019 and December 31, 2018, the Company has not issued any shares of preferred stock.EQUITY

Warrants for the Company's Common Stock

In August 2018, the Company was informed by Nasdaq that it intended to delist the Company's outstanding warrants and units due to an insufficient number of round lot holders for the public warrants. The Company subsequently filed a Registration Statement on Form S-4 with the SEC for the purpose of offering holders of the Company's outstanding 5,310,109 public warrants and 421,107 private warrants the opportunity to exchange each warrant for 0.192 shares of the Company's common stock. The exchange offer expired in February 2019 resulting in a portion of the warrants being tendered in exchange for approximately 420,000 shares of the Company's common stock plus cash in lieu of fractional shares. Nasdaq proceeded to delist the remaining outstanding warrants and units, which were comprised of one share of common stock and one warrant, from The Nasdaq Global Market at the open of business on March 6, 2019. The delisting of the remaining outstanding warrants and units had no impact on the Company's financial statements.

Earn-Out Consideration

An additional 9.8 million common shares may be issued under the Company's Earn-Out Incentive Plan. For the first earn-out of up to 4.9 million common shares, consolidated adjusted EBITDA (as defined in the Earn-Out Incentive Plan) of the Company must have been no less than $82.5 million for the year ended December 31, 2018 and the Company's stock price must trade in excess of $12.00 for any 20 trading days within any consecutive 30-day trading period at any time on or before December 31, 2019. For the second earn-out of up to 4.9 million common shares, consolidated adjusted EBITDA of the Company must be no less than $91.5 million for the year ending December 31, 2019 and the Company's stock price must trade in excess of $14.00 for any 20 trading days within any consecutive 30-day trading period at any time between January 1, 2019 and December 31, 2020. In the event that the first earn-out targets are not met, the entire 9.8 million shares may be issued if the second earn-out targets are met. As of March 31, 2019 and December 31 2018, none of the 9.8 million shares have been earned. Any unvested shares issued to management or directors under compensation plans will be expensed under the provisions of ASC 718, Stock Compensation.

Equity

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Equity

RECONCILIATION OF STOCKHOLDERS' EQUITY (DEFICIT) AND NON-CONTROLLING INTEREST



(in thousands)									Additional Paid-In Capital (Deficit)			Accumulated Earnings (Deficit)			Total Priority Technology Holdings, Inc. Stockholders' Deficit			Non-Controlling Interest
	Preferred Stock			Common Stock
	Shares	Amount		Shares		Amount
																		—
January 1, 2018	—	$	—	73,110		$	73		$	—		$	(90,228	)	$	(90,155	)	$	—
Distribution to members (before recapitalization)	—	—		—		—			(188		)	(3,836		)	(4,024		)	—
Member redemption (before recapitalization)	—	—		(12,565	)	(13		)	—			(64,890		)	(64,903		)	—
Pro-rata adjustment for redemption (before recapitalization)	—	—		(724	)	—			—			—			—			—
Equity-based compensation	—	—		—		—			188			—			188			—
Net loss	—	—		—		—			—			(3,177		)	(3,177		)	—
March 31, 2018	—	$	—	59,821		$	60		$	—		$	(162,131	)	$	(162,071	)	$	—


January 1, 2019	—	$	—	67,038		$	67		$	—		$	(85,540	)	$	(85,473	)	$	—
Equity-based compensation	—	—		—		—			1,160			—			1,160			—
Warrant redemptions	—	—		420		(a)			(a)			—			—			—
Net loss	—	—		—		—			—			(6,446		)	(6,446		)	—
Issuance of non-controlling interest	—	—		—		—			—			—			—			$	5,654
March 31, 2019	—	$	—	67,458		$	67		$	1,160		$	(91,986	)	$	(90,759	)	$	5,654

(a) Par value of the common shares issued in connection with the warrant exchange rounds to less than one thousand dollars (see Note 12, Equity).

Warrants for the Company's Common Stock

Earn-Out Consideration

Equity-Based Compensation Plans

3 Months Ended

Mar. 31, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Equity-Based Compensation Plans

EQUITY-BASED COMPENSATION PLANS

The Company has three equity-based compensation plans: 2018 Equity Incentive Plan; Earnout Incentive Plan; and 2014 Management Incentive Plan. Total equity-based compensation expense for the quarters ended March 31, 2019 and 2018 was approximately $1.2 million and $0.2 million, respectively, which is included in Salary and employee benefits in the accompanying unaudited condensed consolidated statements of operations. Expense recognized by plan was as follows:



(in thousands)	Quarter Ended March 31,
	2019		2018

2018 Equity Incentive Plan	$	924	$	—
2014 Management Incentive Plan	236		188
Earnout Incentive Plan	—		—
Total	$	1,160	$	188

Grants under the 2018 Equity Incentive Plan will begin to vest starting in July 2019.

Beginning in 2018, the Company elected to recognize the effects of forfeitures on compensation expense as the forfeitures occur for all plans.

Fair Value

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value

FAIR VALUE

The following is a description of the valuation methodology used for the warrants issued to Goldman Sachs Specialty Lending Group, L.P. ("GS") and contingent consideration issued in business combinations, which were recorded and remeasured at fair value at the end of each reporting period.

GS Warrants

In connection with the GS Credit Agreement, warrants issued by Holdings to GS for the purchase of Holdings' Class A common units (each, a "GS Warrant" and collectively, the "GS Warrants") were issued, canceled, and replaced at various times in 2018 and prior years. During the first quarter of 2018, a GS Warrant for the purchase of 1.8% of Holdings' outstanding Class A common units was replaced by a GS Warrant to purchase of 2.2% of Holdings' Class A Common units. This new GS Warrant had a term of 7 years, an exercise price of $0, and could be exercised at any time prior to expiration date. Since the obligation was based solely on the fact that the 2.2% interest in the equity of Holdings was fixed and known at inception as well as the fact that GS could exercise the GS Warrant with a settlement in cash any time prior to the expiration date of December 31, 2023, the outstanding GS Warrant was required to be recorded as a liability. At March 31, 2018, the outstanding GS Warrant had a fair value of $12.2 million. A $3.5 million increase in the fair value of the GS Warrant for the quarter ended March 31, 2018 is included in Other, net in the accompanying unaudited condensed consolidated statements of operations. The GS Warrant was redeemed in full on July 25, 2018.

The GS Warrants were classified as level 3 in the fair value hierarchy. The fair value of the GS warrants was estimated based on the fair value of Holdings using a weighted-average of values derived from generally accepted valuation techniques, including market approaches, which consider the guideline public company method, the guideline transaction method, the recent funding method, and an income approach, which considered discounted cash flows.

Contingent Consideration Issued in 2018 Business Combinations

The estimated fair values of contingent consideration related to the Priority Payment Systems Tech Partners and Priority Payment Systems Northeast business acquisitions are based on a weighted payout probability at the measurement date, which falls within Level 3 on the fair value hierarchy. Both of these acquisitions occurred during the third quarter of 2018. At March 31, 2019 and December 31, 2018, the total fair value of the contingent consideration for both acquisitions was approximately $1.0 million, which was not materially different than the fair values on their original measurement dates.

The following table shows a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs that were classified as Level 3 in the fair value hierarchy for the quarters ended March 31, 2019 and 2018:



(in thousands)
	Contingent Consideration		Warrant Liability

Balance at January 1, 2018	$	—	$	8,701
Extinguishment of GS 1.8% warrant liability	—		(8,701		)
GS 2.2% warrant liability	—		12,182
Balance at March 31, 2018	$	—	$	12,182

Balance at January 1, 2019	$	980	$	—
Fair value adjustments	—		—
Balance at March 31, 2019	$	980	$	—

There were no transfers among the fair value levels during the quarters ended March 31, 2019 and 2018.

Fair Value of Debt

The Borrower's outstanding debt obligations (see Note 7, Long-Term Debt) are reflected in the Company's 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. The carrying values of the long-term debt approximate fair value due to mechanisms in the credit agreements that adjust the applicable interest rates.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Segment Information

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Segment Information

SEGMENT INFORMATION

The Company has two reportable segments that are reviewed by the Company's chief operating decision maker ("CODM"), who is the Company's President, Chief Executive Officer and Chairman. The Consumer Payments operating segment is one reportable segment. The Commercial Payments, Institutional Services, and Integrated Partners operating segments are aggregated into one reportable segment, Commercial Payments and Managed Services.

•

Consumer Payments – represents consumer-related services and offerings including merchant acquiring and transaction processing services including the proprietary MX enterprise suite. Either through acquisition of merchant portfolios or through resellers, the Company becomes a party or enters into contracts with a merchant and a sponsor bank. Pursuant to the contracts, for each card transaction, the sponsor bank collects payment from the credit, debit or other payment card issuing bank, net of interchange fees due to the issuing bank, pays credit card association (e.g., Visa, MasterCard) assessments and pays the transaction fee due to the Company for the suite of processing and related services it provides to merchants, with the remainder going to the merchant.


•	Commercial Payments and Managed Services – represents services provided to certain enterprise customers, including outsourced sales force to those customers and accounts payable automation services to commercial customers. Additional payment and payment adjacent services are provided to the health care and residential real estate industries.

Corporate includes costs of corporate functions and shared services not allocated to our reportable segments. During the fourth quarter of 2018, the Company adjusted its methodology of allocating certain corporate overhead costs to its reportable segments. All prior periods presented have been adjusted to reflect the current allocation methodology.

Information on segments and reconciliations to consolidated revenues, consolidated income (loss) from operations, and consolidated depreciation and amortization are as follows for the periods presented:



	Quarter Ended March 31,
(in thousands)	2019			2018
Revenues:
Consumer Payments	$	89,822		$	108,981
Commercial Payments and Managed Services	10,155			6,615
Consolidated Revenues	$	99,977		$	115,596

Income (loss) from operations:
Consumer Payments	$	7,719		$	15,215
Commercial Payments and Managed Services	(684		)	(327		)
Corporate	(6,069		)	(7,010		)
Consolidated income from operations	$	966		$	7,878

Depreciation and amortization:
Consumer Payments	$	7,808		$	3,436
Commercial Payments and Managed Services	789			140
Corporate	328			191
Consolidated depreciation and amortization	$	8,925		$	3,767

A reconciliation of total income from operations of reportable segments to the Company's net loss is provided in the following table:



(in thousands)	Quarter Ended March 31,
	2019			2018

Total income from operations of reportable segments	$	7,035		$	14,888
Less Corporate	(6,069		)	(7,010		)
Less interest expense	(9,363		)	(6,929		)
Plus (less) other, net	227			(4,126		)
Income tax benefit	(1,724		)	—
Net loss	$	(6,446	)	$	(3,177	)

The Company is not significantly reliant upon any single customer for the quarters ended March 31, 2019 and 2018. Substantially all revenues are generated in the United States.

Loss Per Share

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Loss Per Share

LOSS PER SHARE

The following tables set forth the computation of the Company's loss per share:



	Quarter Ended March 31,
(in thousands except per share amounts)	2019			2018
Numerator:
Net loss	$	(6,446	)	$	(3,177	)
Less: Distributions to participating securities	—			(45		)
Net loss attributable to common stockholders	$	(6,446	)	$	(3,222	)

Denominator:
Weighted average shares outstanding	67,164			58,543

Basic and diluted loss per share	$	(0.10	)	$	(0.06	)

Anti-dilutive securities that were excluded from loss per share that could potentially be dilutive in future periods are as follows:



(in thousands)	Quarter Ended March 31,
	2019	2018
Warrants on common stock	—	5,731
Restricted stock awards	238	—
Stock options	2,047	—
Earnout incentive awards issued	95	—

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	SUBSEQUENT EVENTS Subsequent events have been evaluated from the balance sheet date through May 14, 2019, the date on which the unaudited condensed consolidated financial statements were available to be issued. Stock Repurchases On April 17, 2019, April 26, 2019, May 1, 2019 and May 13, 2019, the Company repurchased an aggregate of 445,298 shares of its common stock for an aggregate amount in cash of $2.4 million under the stock repurchase program authorized by the Company's board of directors in December 2018.

Nature of Business and Basis of Presentation (Policies)	3 Months Ended
Nature of Business and Basis of Presentation (Policies)	Mar. 31, 2019
Accounting Policies [Abstract]
Consolidation	The accompanying unaudited condensed consolidated financial statements include those of the Company and its consolidated subsidiaries. All material inter-company accounts and transactions have been eliminated in consolidation.
Basis of Presentation	"First quarter of 2019" refers to the period covering January 1, 2019 through March 31, 2019 and "first quarter of 2018" refers to the period covering January 1, 2018 through March 31, 2018. The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements are unaudited; however, in the opinion of management they include all normal and recurring adjustments necessary for a fair presentation of the Company's unaudited condensed consolidated financial statements for the periods presented. The accompanying unaudited condensed consolidated balance sheet and related footnote disclosures as of December 31, 2018 were derived from the Company's audited consolidated financial statements and accompanying footnotes as of and for the year ended December 31, 2018. Results of operations reported for interim periods are not necessarily indicative of results for the entire year due to seasonal fluctuations in the Company's revenue as a result of consumer spending patterns. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. Prior to July 25, 2018, substantially all of the Company's operations were conducted through pass-through entities for income tax purposes, and as such the Company had no material income tax accounting reflected in its financial statements for financial reporting purposes since substantially all taxable income and deductions were "passed through" to unconsolidated owners. Effective July 25, 2018, the Company is a "C Corp" and reports its income and deductions for income tax purposes. Accordingly, effective July 25, 2018 the consolidated financial statements of the Company now account for income taxes in accordance with Accounting Standards Codification ("ASC") 740, Income Taxes ("ASC 740"). The Company is an "emerging growth company" (EGC), as defined in the Jumpstart Our Business Startups Act of 2012. The Company may remain an EGC until December 31, 2021. However, if the Company's non-convertible debt issued within a rolling three-year period exceeds $1.0 billion, the Company would cease to be an EGC immediately, or if its revenues for any fiscal year exceed $1.07 billion, or the market value of its common stock that is held by non-affiliates exceeds $700.0 million on the last day of the second quarter of any given year, the Company would cease to be an EGC as of the beginning of the following year. As an EGC, the Company is not required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act of 2002. Additionally, the Company as an EGC may continue to elect to delay the adoption of any new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, the Company's financial statements may not be comparable to companies that comply with public company effective dates.
Comprehensive Income (Loss)	Comprehensive Income (Loss) Comprehensive income (loss) represents the sum of net income (loss) and other amounts that are not included in the unaudited condensed consolidated statement of operations as the amounts have not been realized. For the quarters ended March 31, 2019 and 2018, there were no differences between the Company's net loss and comprehensive loss. Therefore, no separate Statement of Comprehensive Income (Loss) is included in the consolidated financial statements for the reporting periods.
Cash and Restricted Cash	Cash and Restricted Cash Cash includes cash held at financial institutions that is owned by the Company. Restricted cash is held by the Company in financial institutions for the purpose of in-process customer settlements or reserves held per contact terms.
Reclassification	Reclassifications Certain prior period amounts in these unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation, with no net effect on the Company's stockholders' equity (deficit) or net income (loss) for any period.
Components of Revenues and Expenses	Components of Revenues and Expenses Revenues Merchant card fees revenue consists mainly of fees for processing electronic payments, including credit, debit and electronic benefit transaction card processing. The fees are generally based on a variable percentage of the dollar amount of each transaction and, in some cases, additional fees for each transaction. In addition, merchant customers may also be charged miscellaneous fees, including statement fees, annual fees, monthly minimum fees, fees for handling chargebacks, gateway fees, and fees for other miscellaneous services. Merchant card fees revenue is attributable primarily to our Consumer Payments segment. Outsourced services and other revenue consist mainly of cost-plus fees related to B2B services, merchant financing and buyer-initiated payment programs sold on behalf of certain enterprise customers, originated through our in-house sales force, including incentives for meeting sales targets. Outsourced services revenue is attributable primarily to our Commercial Payments and Managed Services reportable segment. Other revenues include revenue from the sales of equipment (primarily point of sale terminals) and processing of automated clearing house ("ACH") transactions. Costs of Services Costs of Merchant Card Fees Costs of merchant card fees primarily consist of residual payments to agents and ISOs and other third-party costs directly attributable to payment processing. The residual payments represent commissions paid to agents and ISOs based upon a percentage of the net revenues generated from merchant transactions. Costs of Outsourced Services and Other Revenue Costs of outsourced services and other revenue consist of salaries directly related to outsourced services revenue, the cost of equipment (point of sale terminals) sold, and third-party fees and commissions related to the Company's ACH processing activities. Selling, General and Administrative ("SG&A") SG&A expenses include mainly professional services, advertising, rent, office supplies, software licenses, utilities, state and local franchise and sales taxes, litigation settlements, executive travel, insurance, and expenses related to the Business Combination. Interest Expense Interest expense consists of interest on outstanding debt and amortization of deferred financing costs and original issue discounts. Other, net Other, net is composed of interest income, debt modification and extinguishment expenses, changes in fair value of warrant liabilities, and equity in losses and impairment of unconsolidated entities. Interest income consists mainly of interest received pursuant to notes receivable from independent sales agents. Debt modification and extinguishment expenses includes write-offs of unamortized deferred financing costs and original issue discount relating to the extinguished debt. Equity in loss and impairment of unconsolidated entities consists of the Company's share of the income or loss of its equity method investment as well as any impairment charges related to such investments.
New Accounting Standards Adopted and Recently Issued Standards Not Yet Adopted	New Accounting Standards Adopted The Company did not adopt any new accounting standards during the quarter ended March 31, 2019. Recently Issued Standards Not Yet Adopted Prior to July 25, 2018, the Company was defined as a non-public entity for purposes of applying transition guidance related to new or revised accounting standards under GAAP, and as such was typically required to adopt new or revised accounting standards subsequent to the required adoption dates that applied to public companies. Subsequent to July 25, 2018, the Company retains EGC status until no later than December 31, 2021. The Company will maintain the election available to an EGC to use any extended transition period applicable to non-public companies when complying with a new or revised accounting standards. Therefore, as long as the Company retains EGC status, before December 31, 2021 the Company can continue to elect to adopt any new or revised accounting standards on the adoption date (including early adoption) required for a private company. Revenue Recognition (ASC 606) In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers, which since has been codified and amended in ASC 606, Revenue from Contracts with Customers. This guidance clarifies the principles for recognizing revenue and will be applicable to all contracts with customers regardless of industry-specific or transaction-specific fact patterns. Further, the guidance will require improved disclosures as well as additional disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. Since its original issuance, the FASB has issued several updates to this guidance. The new standard could change the amount and timing of revenue and costs for certain significant revenue streams, increase areas of judgment and related internal controls requirements, change the presentation of revenue for certain contract arrangements and possibly require changes to the Company's software systems to assist in both internally capturing accounting differences and externally reporting such differences through enhanced disclosure requirements. As an EGC, the standard is effective for the Company's 2019 annual reporting period and for interim periods after 2019. The standard permits the use of either the retrospective or modified retrospective transition method. The Company has not yet selected a transition method and is currently evaluating the effect that the standard may have on its consolidated financial statements and disclosures. Leases (ASC 842) In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases-Topic 842, which has been codified in ASC 842, Leases. Under this new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases): 1) a lease liability equal to the lessee's obligation to make lease payments arising from a lease, measured on a discounted basis and 2) a right-of-use asset which will represent the lessee's right to use, or control the use of, a specified asset for the lease term. As an EGC, this standard is effective for the Company's annual reporting period beginning in 2020 and interim reporting periods beginning first quarter of 2021. The adoption of ASC 842 will require the Company to recognize non-current assets and liabilities for right-of-use assets and operating lease liabilities on its consolidated balance sheet, but it is not expected to have a material effect on the Company's results of operations or cash flows. ASC 842 will also require additional footnote disclosures to the Company's consolidated financial statements. Credit Losses (ASU 2016-13 and ASU 2018-19) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This new guidance will change how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments. ASU 2016-13 will replace the current "incurred loss" model with an "expected loss" model. Under the "incurred loss" model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (i.e., that it has been "incurred"). Under the "expected loss" model, a loss (or allowance) is recognized upon initial recognition of the asset that reflects all future events that leads to a loss being realized, regardless of whether it is probable that the future event will occur. The "incurred loss" model considers past events and current conditions, while the "expected loss" model includes expectations for the future which have yet to occur. ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, was issued in November 2018 and excludes operating leases from the new guidance. The standard will require entities to record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating the potential impact that ASU 2016-13 may have on the timing of recognizing future provisions for expected losses on the Company's accounts receivable. As an EGC, the ASU is effective for annual periods beginning in 2021 and interim periods within annual periods beginning in 2022. Statement of Cash Flows (ASU 2016-15) In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230). This ASU represents a consensus of the FASB's Emerging Issues Task Force on eight separate issues that each impact classifications on the statement of cash flows. In particular, issue number three addresses the classification of contingent consideration payments made after a business combination. Under ASU 2016-15, cash payments made soon after an acquisition's consummation date (i.e., approximately three months or less) will be classified as cash outflows from investing activities. Payments made thereafter will be classified as cash outflows from financing activities up to the amount of the original contingent consideration liability. Payments made in excess of the amount of the original contingent consideration liability will be classified as cash outflows from operating activities. As an EGC, this ASU is effective for the Company for years beginning in 2019 and interim periods within years beginning in 2020. The Company is evaluating the effect this ASU will have on its consolidated statement of cash flows. Goodwill Impairment Testing (ASU 2017-04) In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 will eliminate the requirement to calculate the implied fair value of goodwill (i.e., step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value (i.e., measure the charge based on the current step 1). Any impairment charge will be limited to the amount of goodwill allocated to an impacted reporting unit. ASU 2017-04 will not change the current guidance for completing Step 1 of the goodwill impairment test, and an entity will still be able to perform the current optional qualitative goodwill impairment assessment before determining whether to proceed to Step 1. Upon adoption, the ASU will be applied prospectively. As an EGC, this ASU will be effective for annual and interim impairment tests performed in periods beginning in 2022. The impact that ASU 2017-04 may have on the Company's financial condition or results of operations will depend on the circumstances of any goodwill impairment event that may occur after adoption. Share-Based Payments to Non-Employees (ASU 2018-07) In June 2018, the FASB issued ASU 2018-07, Share-based Payments to Non-Employees, to simplify the accounting for share-based payments to non-employees by aligning it with the accounting for share-based payments to employees, with certain exceptions. As an EGC, the ASU is effective for annual reporting periods beginning in 2020 and interim periods within annual periods beginning in the first quarter of 2021, but not before the Company adopts ASC 606, Revenue Recognition. The Company is evaluating the impact this ASU will have on its consolidated financial statements. Disclosures for Fair Value Measurements (ASU 2018-13) In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement. This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of the FASB's disclosure framework project. For all entities, this ASU is effective for annual and interim reporting periods beginning in 2020. Certain amendments must be applied prospectively while others are to be applied on a retrospective basis to all periods presented. As disclosure guidance, the adoption of this ASU will not have an effect on the Company's financial position, results of operations or cash flows. Implementation Costs Incurred in Cloud Computing Arrangements (ASU 2018-15) In August 2018, the FASB issued ASU 2018-15, Implementation Costs Incurred in Cloud Computing Arrangements ("ASU 2018-15"), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). As an EGC, this ASU is effective for the Company for annual reporting periods beginning in 2021, and interim periods within annual periods beginning in 2022. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is evaluating the impact this ASU will have on its consolidated financial statements.
Concentration of Risk	Concentration of Risk The Company's revenue is substantially derived from processing Visa® and MasterCard® bank card transactions. Because the Company is not a member bank, in order to process these bank card transactions, the Company maintains sponsorship agreements with member banks which require, among other things, that the Company abide by the by-laws and regulations of the card associations. Substantially all of the Company's revenues and receivables are attributable to merchant customer transactions, which are processed by third-party payment processors. A majority of the Company's cash and restricted cash is held in certain financial institutions, substantially all of which is in excess of federal deposit insurance corporation limits. The Company does not believe it is exposed to any significant credit risk from these transactions. No one merchant customer accounted for 10% or more of the Company's consolidated revenues for any period presented.

Settlement Assets and Obligations (Tables)

3 Months Ended

Mar. 31, 2019

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Settlement Assets

The Company's settlement assets and obligations at March 31, 2019 and December 31, 2018 were as follows:



(in thousands)
Settlement Assets:	March 31, 2019		December 31, 2018
Card settlements due from merchants, net of estimated losses	$	936	$	988
Card settlements due from processors	70		54
Total settlement assets	$	1,006	$	1,042

Settlement Obligations:
Card settlements due to merchants	$	767	$	777
Due to ACH payees (1)	12,614		10,355
Total Settlement Obligations	$	13,381	$	11,132

(1) Amounts due to ACH payees are held by the Company in restricted cash.

Settlement Obligations

The Company's settlement assets and obligations at March 31, 2019 and December 31, 2018 were as follows:



(in thousands)
Settlement Assets:	March 31, 2019		December 31, 2018
Card settlements due from merchants, net of estimated losses	$	936	$	988
Card settlements due from processors	70		54
Total settlement assets	$	1,006	$	1,042

Settlement Obligations:
Card settlements due to merchants	$	767	$	777
Due to ACH payees (1)	12,614		10,355
Total Settlement Obligations	$	13,381	$	11,132

(1) Amounts due to ACH payees are held by the Company in restricted cash.

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The Company's goodwill was allocated to reporting units as follows:



(in thousands)	March 31, 2019		December 31, 2018
Consumer Payments	106,832		$	106,832
Commercial Payments and Managed Services	2,683		2,683
	$	109,515	$	109,515

Schedule of Intangible Assets

As of March 31, 2019 and December 31, 2018, intangible assets consisted of the following:



(in thousands)	March 31, 2019			December 31, 2018
Other intangible assets:
Merchant portfolios	$	153,152		$	137,576
Non-compete agreements	3,390			3,390
Tradename	2,870			2,870
Acquired technology	19,890			14,390
Customer relationships	124,630			55,940
	303,932			214,166
Less accumulated amortization:
Merchant portfolios	(52,891		)	(48,492		)
Non-compete agreements	(3,390		)	(3,390		)
Trade names	(1,081		)	(1,017		)
Acquired technology	(10,981		)	(10,222		)
Customer relationships	(28,668		)	(26,408		)
	(97,011		)	(89,529		)

	$	206,921		$	124,637

Property, Equipment and Software (Tables)

3 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

Property, Equipment and Software

A summary of property, equipment, and software as of March 31, 2019 and December 31, 2018 follows:



(in thousands)	March 31, 2019			December 31, 2018			Useful Life
Furniture and fixtures	$	2,254		$	2,254		2-7 years
Equipment	8,243			8,164			3-7 years
Computer software	30,055			27,804			3-5 years
Leasehold improvements	5,943			5,935			5-10 years
	46,495			44,157
Less accumulated depreciation	(28,114		)	(26,675		)
Property, equipment, and software, net	$	18,381		$	17,482

Accounts Payable and Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2019

Accounts Payable [Abstract]

Schedule of Accounts Payable and Accrued Expenses

The components of accounts payable and accrued expenses that exceeded five percent of total current liabilities as of March 31, 2019 and December 31, 2018 consisted of the following:



(in thousands)	March 31, 2019		December 31, 2018
Accounts payable	$	6,582	$	8,030
Accrued compensation	$	3,156	$	6,193
Other accrued expenses	$	6,521	$	6,971

Long-Tem Debt (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

Long-term debt, excluding amounts outstanding on the revolving credit facility, as of March 31, 2019 and December 31, 2018 consisted of the following:



(in thousands)	March 31, 2019			December 31, 2018
Term Loan - Senior, matures January 3, 2023 and bears interest at LIBOR plus 5.0% at March 31, 2019 and December 31, 2018 (rate of 7.50% at March 31, 2019 and 7.53% at December 31, 2018)	$	391,842		$	322,666
Term Loan - Subordinated, matures July 3, 2023 and bears interest at 5.0% plus payment-in-kind interest (rate of 10.5% at March 31, 2019 and December 31, 2018)	91,226			90,016
Total	483,068			412,682
Less: current portion of long-term debt	(3,293		)	(3,293		)
Less: unamortized debt discounts	(3,457		)	(3,300		)
Less: deferred financing costs	(3,781		)	(3,994		)
Total long-term debt	$	472,537		$	402,095

Schedule of Maturities of Long-Term Debt

Principal contractual maturities on long-term debt are as follows:



(in thousands)
Year	Maturities
2019	$	3,293
2020	3,293
2021	3,293
2022	3,293
2023	469,896
	$	483,068

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Reconciliation of Stockholders' Equity (Deficit) and Non-Controlling Interest (Tables)

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Schedule of Equity Structure



(in thousands)									Additional Paid-In Capital (Deficit)			Accumulated Earnings (Deficit)			Total Priority Technology Holdings, Inc. Stockholders' Deficit			Non-Controlling Interest
	Preferred Stock			Common Stock
	Shares	Amount		Shares		Amount
																		—
January 1, 2018	—	$	—	73,110		$	73		$	—		$	(90,228	)	$	(90,155	)	$	—
Distribution to members (before recapitalization)	—	—		—		—			(188		)	(3,836		)	(4,024		)	—
Member redemption (before recapitalization)	—	—		(12,565	)	(13		)	—			(64,890		)	(64,903		)	—
Pro-rata adjustment for redemption (before recapitalization)	—	—		(724	)	—			—			—			—			—
Equity-based compensation	—	—		—		—			188			—			188			—
Net loss	—	—		—		—			—			(3,177		)	(3,177		)	—
March 31, 2018	—	$	—	59,821		$	60		$	—		$	(162,131	)	$	(162,071	)	$	—


January 1, 2019	—	$	—	67,038		$	67		$	—		$	(85,540	)	$	(85,473	)	$	—
Equity-based compensation	—	—		—		—			1,160			—			1,160			—
Warrant redemptions	—	—		420		(a)			(a)			—			—			—
Net loss	—	—		—		—			—			(6,446		)	(6,446		)	—
Issuance of non-controlling interest	—	—		—		—			—			—			—			$	5,654
March 31, 2019	—	$	—	67,458		$	67		$	1,160		$	(91,986	)	$	(90,759	)	$	5,654

(a) Par value of the common shares issued in connection with the warrant exchange rounds to less than one thousand dollars (see Note 12, Equity).

Equity-Based Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Equity Based Compensation by Plan

Expense recognized by plan was as follows:



(in thousands)	Quarter Ended March 31,
	2019		2018

2018 Equity Incentive Plan	$	924	$	—
2014 Management Incentive Plan	236		188
Earnout Incentive Plan	—		—
Total	$	1,160	$	188

Fair Value (Tables)

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value, Liabilities Measured on Recurring Basis



(in thousands)
	Contingent Consideration		Warrant Liability

Balance at January 1, 2018	$	—	$	8,701
Extinguishment of GS 1.8% warrant liability	—		(8,701		)
GS 2.2% warrant liability	—		12,182
Balance at March 31, 2018	$	—	$	12,182

Balance at January 1, 2019	$	980	$	—
Fair value adjustments	—		—
Balance at March 31, 2019	$	980	$	—

Segment Information (Tables)

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Schedule of Segment Reporting Information by Segment



	Quarter Ended March 31,
(in thousands)	2019			2018
Revenues:
Consumer Payments	$	89,822		$	108,981
Commercial Payments and Managed Services	10,155			6,615
Consolidated Revenues	$	99,977		$	115,596

Income (loss) from operations:
Consumer Payments	$	7,719		$	15,215
Commercial Payments and Managed Services	(684		)	(327		)
Corporate	(6,069		)	(7,010		)
Consolidated income from operations	$	966		$	7,878

Depreciation and amortization:
Consumer Payments	$	7,808		$	3,436
Commercial Payments and Managed Services	789			140
Corporate	328			191
Consolidated depreciation and amortization	$	8,925		$	3,767

Reconciliation of Revenue from Segments to Consolidated

A reconciliation of total income from operations of reportable segments to the Company's net loss is provided in the following table:



(in thousands)	Quarter Ended March 31,
	2019			2018

Total income from operations of reportable segments	$	7,035		$	14,888
Less Corporate	(6,069		)	(7,010		)
Less interest expense	(9,363		)	(6,929		)
Plus (less) other, net	227			(4,126		)
Income tax benefit	(1,724		)	—
Net loss	$	(6,446	)	$	(3,177	)

Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Schedule of Earnings Per Share

The following tables set forth the computation of the Company's loss per share:



	Quarter Ended March 31,
(in thousands except per share amounts)	2019			2018
Numerator:
Net loss	$	(6,446	)	$	(3,177	)
Less: Distributions to participating securities	—			(45		)
Net loss attributable to common stockholders	$	(6,446	)	$	(3,222	)

Denominator:
Weighted average shares outstanding	67,164			58,543

Basic and diluted loss per share	$	(0.10	)	$	(0.06	)

Schedule of Antidilutive Securities

Anti-dilutive securities that were excluded from loss per share that could potentially be dilutive in future periods are as follows:



(in thousands)	Quarter Ended March 31,
	2019	2018
Warrants on common stock	—	5,731
Restricted stock awards	238	—
Stock options	2,047	—
Earnout incentive awards issued	95	—

Acquisitions of Assets - YapStone (Details) - USD ($) $ in Thousands	1 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Schedule of Asset Acquisition [Line Items]
Fair value of non-controlling interest acquired	$ 5,654	$ 0
YapStone, Inc
Schedule of Asset Acquisition [Line Items]
Payments for asset acquisitions	65,000
Fair value of non-controlling interest acquired	5,700
Software license agreement acquired	1,000
Services agreement acquired	$ 1,200

Acquisitions of Assets - eTab and Cumulus (Details) - USD ($) $ in Millions		1 Months Ended
	Jan. 31, 2019	Feb. 28, 2019
Schedule of Asset Acquisition [Line Items]
Redeemable noncontrolling interest, equity, preferred, redemption value		$ 4.5
President, Chief Executive Officer And Chairman
Schedule of Asset Acquisition [Line Items]
Percentage of ownership before transaction	80.00%
Preferred stock, percentage owned		83.30%

Acquisitions of Assets - Residual Portfolio Acquisition (Details) - USD ($) $ in Millions	May 14, 2019	Mar. 15, 2019
Schedule of Asset Acquisition [Line Items]
Asset acquisition, intangible assets		$ 15.2
Revolving Credit Facility
Schedule of Asset Acquisition [Line Items]
Proceeds from lines of credit		10.0
Line of Credit \| Syndicate of Lenders \| Term Loan
Schedule of Asset Acquisition [Line Items]
Proceeds from lines of credit		$ 5.0
Scenario, Forecast
Schedule of Asset Acquisition [Line Items]
Asset acquisition, contingent consideration	$ 6.4

Settlement Assets and Obligations (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Accounts, Notes, Loans and Financing Receivable [Line Items]
Merchant reserves held by sponsor banks	$ 120,500	$ 186,200
Settlement assets, estimated shortfall	2,100	2,000
Settlement assets	1,006	1,042
Settlement obligations	13,381	11,132
Card settlements due from merchants, net of estimated losses
Accounts, Notes, Loans and Financing Receivable [Line Items]
Settlement assets	936	988
Card settlements due from processors
Accounts, Notes, Loans and Financing Receivable [Line Items]
Settlement assets	70	54
Card settlements due to merchants
Accounts, Notes, Loans and Financing Receivable [Line Items]
Settlement obligations	767	777
Due to ACH payees
Accounts, Notes, Loans and Financing Receivable [Line Items]
Settlement obligations	$ 12,614	$ 10,355

Goodwill and Intangible Assets - Goodwill Allocation (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Goodwill [Line Items]
Goodwill	$ 109,515	$ 109,515
Consumer Payments
Goodwill [Line Items]
Goodwill	106,832	106,832
Commercial Payments and Managed Services
Goodwill [Line Items]
Goodwill	$ 2,683	$ 2,683

Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 303,932	$ 214,166
Intangible assets, accumulated amortization	(97,011)	(89,529)
Intangible assets, net	206,921	124,637
Merchant portfolios
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	153,152	137,576
Intangible assets, accumulated amortization	(52,891)	(48,492)
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	3,390	3,390
Intangible assets, accumulated amortization	(3,390)	(3,390)
Tradename
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	2,870	2,870
Intangible assets, accumulated amortization	(1,081)	(1,017)
Acquired technology
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	19,890	14,390
Intangible assets, accumulated amortization	(10,981)	(10,222)
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	124,630	55,940
Intangible assets, accumulated amortization	$ (28,668)	$ (26,408)

Goodwill and Intangible Assets - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 7,500,000	$ 2,700,000
Goodwill accumulated impairment loss	$ 0		$ 0

Property, Equipment and Software (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 46,495		$ 44,157
Less accumulated depreciation	(28,114)		(26,675)
Property, equipment, and software, net	18,381		17,482
Depreciation expense	1,400	$ 1,100
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 2,254		2,254
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life	2 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life	7 years
Equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 8,243		8,164
Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life	3 years
Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life	7 years
Computer software
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 30,055		27,804
Computer software \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life	3 years
Computer software \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life	5 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 5,943		$ 5,935
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life	5 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life	10 years

Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Accounts Payable [Abstract]
Accounts payable	$ 6,582	$ 8,030
Accrued compensation	3,156	6,193
Other accrued expenses	$ 6,521	$ 6,971

Long-Tem Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Jan. 11, 2018	Mar. 31, 2019	Dec. 31, 2017	Dec. 31, 2018
Debt Instrument [Line Items]
Total		$ 483,068		$ 412,682
Less: current portion of long-term debt		(3,293)		(3,293)
Less: unamortized debt discounts		(3,457)		(3,300)
Less: deferred financing costs		(3,781)		(3,994)
Total long-term debt		472,537		402,095
Syndicate of Lenders \| Line of Credit
Debt Instrument [Line Items]
Total		$ 391,842		$ 322,666
Interest rate during period		7.50%		7.53%
Syndicate of Lenders \| Line of Credit \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate		5.00%	5.00%
Goldman Sachs Specialty Lending Group \| Line of Credit
Debt Instrument [Line Items]
Interest rate during period		10.50%		10.50%
Goldman Sachs Specialty Lending Group \| Line of Credit \| Payment-in-Kind Interest Rate
Debt Instrument [Line Items]
Basis spread on variable rate		5.00%	5.00%
Term Loan \| Syndicate of Lenders \| Line of Credit \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	5.00%
Term Loan \| Goldman Sachs Specialty Lending Group \| Line of Credit
Debt Instrument [Line Items]
Total		$ 91,226		$ 90,016

Long-Tem Debt - Narrative (Details) - USD ($)			3 Months Ended		12 Months Ended
Long-Tem Debt - Narrative (Details) - USD ($)	Jan. 11, 2018	Jan. 03, 2017	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2018
Debt Instrument [Line Items]
Debt discount			$ 3,457,000			$ 3,300,000
Payment-in-kind interest			1,210,000	$ 1,193,000
Less interest expense			9,363,000	6,929,000
Amortization related to amortization of deferred finance costs and debt discounts			$ 400,000	300,000
Syndicate of Lenders \| Line of Credit
Debt Instrument [Line Items]
Interest rate during period			7.50%			7.53%
Quarterly principal payment		$ 800,000
Syndicate of Lenders \| Line of Credit \| LIBOR
Debt Instrument [Line Items]
Applicable margin			5.00%		5.00%
Syndicate of Lenders \| Line of Credit \| Term Loan \| LIBOR
Debt Instrument [Line Items]
Applicable margin	5.00%
Syndicate of Lenders \| Line of Credit \| Term Loan \| Base Rate
Debt Instrument [Line Items]
Applicable margin	4.00%
Syndicate of Lenders \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit						$ 0
Unused commitment fee percentage	0.50%
Syndicate of Lenders \| Line of Credit \| Revolving Credit Facility \| LIBOR
Debt Instrument [Line Items]
Applicable margin	5.00%
Syndicate of Lenders \| Line of Credit \| Revolving Credit Facility \| Base Rate
Debt Instrument [Line Items]
Applicable margin	4.00%
Goldman Sachs Specialty Lending Group \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 422,500,000
Interest rate during period			10.50%			10.50%
Goldman Sachs Specialty Lending Group \| Line of Credit \| Term Loan
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 397,500,000
Remaining borrowing capacity			80,000,000.0
Payment-in-kind interest			1,200,000	$ 1,200,000
Goldman Sachs Specialty Lending Group \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity			25,000,000.0
Line of credit			$ 10,000,000.0
Interest rate during period			9.50%
Delayed Draw \| Goldman Sachs Specialty Lending Group \| Line of Credit \| Term Loan
Debt Instrument [Line Items]
Maximum borrowing capacity						$ 70,000,000.0
Debt discount						$ 350,000
Unused commitment fee amount			$ 400,000

Long-Tem Debt - Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
2019	$ 3,293
2020	3,293
2021	3,293
2022	3,293
2023	469,896
Total Debt	$ 483,068	$ 412,682

Reconciliation of Stockholders' Equity (Deficit) and Non-Controlling Interest - Equity Reconciliation (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ (85,473)
Net loss	(6,446)	$ (3,177)
Ending balance	$ (85,105)
Preferred Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)	0	0
Beginning balance	$ 0	$ 0
Ending balance (in shares)	0	0
Ending balance	$ 0	$ 0
Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)	67,038	73,110
Beginning balance	$ 67	$ 73
Member redemption (before recapitalization) (in shares)		(12,565)
Member redemption (before recapitalization)		$ (13)
Pro-rata adjustment (in shares)		(724)
Warrant redemptions (in shares)	420
Ending balance (in shares)	67,458	59,821
Ending balance	$ 67	$ 60
Additional Paid-In Capital (Deficit)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	0	0
Distribution to members (before recapitalization)		(188)
Equity-based compensation	1,160	188
Ending balance	1,160	0
Retained Earnings (Deficit)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(85,540)	(90,228)
Distribution to members (before recapitalization)		(3,836)
Member redemption (before recapitalization)		(64,890)
Net loss	(6,446)	(3,177)
Ending balance	(91,986)	(162,131)
Total Stockholders' Deficit attributable to Priority Technology Holdings, Inc.
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(85,473)	(90,155)
Distribution to members (before recapitalization)		(4,024)
Member redemption (before recapitalization)		(64,903)
Equity-based compensation	1,160	188
Net loss	(6,446)	(3,177)
Issuance of non-controlling interest in consolidated subsidiary	0
Ending balance	(90,759)	$ (162,071)
Non-Controlling Interest in Subsidiary
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of non-controlling interest in consolidated subsidiary	5,654
Ending balance	$ 5,654

Reconciliation of Stockholders' Equity (Deficit) and Non-Controlling Interest - Narrative (Details) - shares	Mar. 31, 2019	Dec. 31, 2018
Equity [Abstract]
Preferred stock authorized (in shares)	100,000,000
Preferred stock issued (in shares)	0	0

Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Feb. 28, 2019	Aug. 31, 2018
Class of Stock [Line Items]
Warrants and rights, number of shares allowed to purchase (in shares)			420,000
Class of warrant or right, number of securities called by each warrant or right (in shares)				0.192
Common shares issued as earn-out consideration (in shares)	9,800,000	9,800,000
Common shares issued as earn-out consideration (in shares)	0
Tranche One
Class of Stock [Line Items]
Common shares issued as earn-out consideration (in shares)	4,900,000
Earn-out consideration, future minimum EBITDA		$ 82.5
Earn-out consideration, minimum stock price (in dollars per share)	$ 12.00
Tranche Two
Class of Stock [Line Items]
Common shares issued as earn-out consideration (in shares)	4,900,000
Earn-out consideration, future minimum EBITDA	$ 91.5
Earn-out consideration, minimum stock price (in dollars per share)	$ 14.00
MI Acquisitions Warrants, Public
Class of Stock [Line Items]
Class of warrant or right, outstanding (in shares)				5,310,109
MI Acquisitions Warrants, Private
Class of Stock [Line Items]
Warrants and rights, number of shares allowed to purchase (in shares)				421,107

Equity-Based Compensation Plans (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 1,160	$ 188
2018 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	924	0
2014 Management Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	236	188
Earnout Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 0	$ 0

Fair Value - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2019	Dec. 31, 2018	Jan. 11, 2018	Jan. 10, 2018	Dec. 31, 2017
PPS Tech and PPS Northeast
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration		$ 1,000	$ 1,000
GS Warrants \| Common Class A
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant, percentage of outstanding stock available for purchase				2.20%	1.80%
Warrant, term				7 years
Warrant exercise price (USD per share)				$ 0
Warrants on common stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liability	$ 12,182	$ 0	$ 0			$ 8,701
Increase (decrease) in fair value of liability	$ 3,500

Fair Value - Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended
Fair Value - Rollforward (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Mar. 31, 2018
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 980	$ 0
Adjustment to fair value included in earnings	0
Ending balance	980	0
Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0	8,701
Adjustment to fair value included in earnings	0
Ending balance	$ 0	12,182
GS 1.8% Warrants \| Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Extinguishment of GS 1.8% warrant liability		(8,701)
GS 2.2% Warrants \| Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
GS 2.2% warrant liability		$ 12,182

Segment Information - Narrative (Details)	3 Months Ended
Segment Information - Narrative (Details)	Mar. 31, 2019 segment
Segment Reporting Information [Line Items]
Number of reportable segments	2
Consumer Payments
Segment Reporting Information [Line Items]
Number of reportable segments	1
Commercial Payments and Managed Services
Segment Reporting Information [Line Items]
Number of reportable segments	1

Segment Information - Schedule of Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues:
Total revenue	$ 99,977	$ 115,596
Income (loss) from operations:
Total income from operations of reportable segments	966	7,878
Depreciation and amortization:
Depreciation and amortization	8,925	3,767
Operating Segments
Revenues:
Total revenue	99,977	115,596
Income (loss) from operations:
Total income from operations of reportable segments	7,035	14,888
Depreciation and amortization:
Depreciation and amortization	8,925	3,767
Operating Segments \| Consumer Payments
Revenues:
Total revenue	89,822	108,981
Income (loss) from operations:
Total income from operations of reportable segments	7,719	15,215
Depreciation and amortization:
Depreciation and amortization	7,808	3,436
Operating Segments \| Commercial Payments and Managed Services
Revenues:
Total revenue	10,155	6,615
Income (loss) from operations:
Total income from operations of reportable segments	(684)	(327)
Depreciation and amortization:
Depreciation and amortization	789	140
Corporate
Income (loss) from operations:
Total income from operations of reportable segments	(6,069)	(7,010)
Depreciation and amortization:
Depreciation and amortization	$ 328	$ 191

Segment Information - Reconciliation of Total Operating Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Segment Reporting Information [Line Items]
Total income from operations of reportable segments	$ 966	$ 7,878
Less interest expense	(9,363)	(6,929)
Plus (less) other, net	227	(4,126)
Income tax benefit	(1,724)	0
Net loss	(6,446)	(3,177)
Operating Segments
Segment Reporting Information [Line Items]
Total income from operations of reportable segments	7,035	14,888
Corporate
Segment Reporting Information [Line Items]
Total income from operations of reportable segments	$ (6,069)	$ (7,010)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Loss Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Numerator:
Net loss	$ (6,446)	$ (3,177)
Less: Distributions to participating securities	0	(45)
Net loss attributable to common stockholders	$ (6,446)	$ (3,222)
Denominator:
Weighted average shares outstanding (in shares)	67,164	58,543
Basic and diluted loss per share (USD per share)	$ (0.10)	$ (0.06)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Loss Per Share - Schedule of Antidilutive Securities (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Warrants on common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities that were excluded from EPS (in shares)	0	5,731
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities that were excluded from EPS (in shares)	238	0
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities that were excluded from EPS (in shares)	2,047	0
Earnout incentive awards issued
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities that were excluded from EPS (in shares)	95	0

Subsequent Events (Details) - Subsequent Event $ in Millions	1 Months Ended
	May 13, 2019 USD ($) shares
Subsequent Event [Line Items]
Stock repurchased during period (in shares) \| shares	445,298
Stock repurchased during period \| $	$ 2.4