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United States securities and exchange commission logo
October 31, 2022
Thomas Priore
President, Chief Executive Officer and Chairman
Priority Technology Holdings, Inc.
2001 Westside Parkway, Suite 155
Alpharetta, GA 30004
Re: Priority Technology
Holdings, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
8-K filed May 11,
2022
File No. 001-37872
Dear Thomas Priore:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 1. Business
Overview of the Company, page 3
1. We note that you
characterize Adjusted EBITDA as a non-GAAP liquidity measure. We
further note on page 4
of Exhibit 99.1 your Form 8-K filed March 16, 2022, that you
describe EBITDA and
adjusted EBITDA as a non-GAAP performance measures. Please
revise your disclosures
to reconcile for consistency.
2. Please provide the
disclosures required by Item 10(e) of Regulation S-K and Regulation G
as it relates to your
presentation of the non-GAAP measure, Adjusted EBITDA.
Thomas Priore
Priority Technology Holdings, Inc.
October 31, 2022
Page 2
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
Long-Term Debt, page 34
3. We note the Total Net Leverage Ratio covenant in your debt agreements
uses
Consolidated Adjusted EBITDA in the denominator. In prior filings, the
debt agreement
and related covenant was determined to be material to an investor's
understanding of your
financial condition and/or liquidity. Therefore, you provided the
actual Total Net
Leverage Ratio covenant computation (reconciled to GAAP amounts) for
the most recent
period and for each reconciling item, their nature and how they were
derived. The
disclosure also included the actual or reasonably likely effects of
compliance or non-
compliance with the covenant on your financial condition and
liquidity. Please tell us
why this disclosure has been removed or revise to include the required
disclosures.
Please refer to Question 102.09 of the Non-GAAP Financial Measures
Compliance and
Disclosure Interpretations. Similarly revise your disclosures in your
Forms 10-Q and 8-K.
Form 8-K Filed May 11, 2022
Exhibit 99.1
Non-GAAP Financial Measures, page 2
4. We note your designation of Gross Profit and Gross Profit Margin as
non-GAAP
measures. Please tell us how Gross Profit and Gross Profit Margin, as
presented, differ
from the corresponding GAAP Gross Profit and Gross Profit Margin.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Blaise Rhodes at 202-551-3774 or Angela Lumley at
202-551-3398 if
you have questions.
FirstName LastNameThomas Priore Sincerely,
Comapany NamePriority Technology Holdings, Inc.
Division of
Corporation Finance
October 31, 2022 Page 2 Office of Trade &
Services
FirstName LastName