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prth-20230323
0001653558false00016535582023-03-232023-03-23

United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
March 23, 2023
Date of Report (Date of earliest event reported)
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Priority Technology Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 001-37872 47-4257046
(State or other jurisdiction of incorporation)  (Commission File Number)  (I.R.S. Employer Identification No.) 
 
2001 Westside Parkway 
Suite 155
Alpharetta,Georgia30004
(Address of Principal Executive Offices)  (Zip Code) 
 
Registrant's telephone number, including area code: (800) 935-5961 
 
(Former name or former address, if changed since last report) 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, $0.001 par valuePRTHNasdaq Global Market



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of (1933 §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                                        Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02.      Results of Operations and Financial Condition.
On March 23, 2023, Priority Technology Holdings, Inc. ("Priority") issued a press release announcing its financial results for the quarter ended December 31, 2022. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.  
Item 7.01. Regulation FD Disclosure.
On March 23, 2023, Priority will hold an earnings conference call and webcast at 11:00 a.m. (Eastern Time) to discuss the financial results for the quarter ended December 31, 2022. The press release referenced in Item 2.02 contains information about how to access the conference call and webcast. A copy of the slide presentation to be used during the earnings call and webcast is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The slide presentation also will be available on our website, www.prth.com under the "Investor Relations" section.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits – The following exhibit is furnished as part of this Current Report on Form 8-K.
Exhibit NumberDescription
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL




SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: March 23, 2023
 
  
 PRIORITY TECHNOLOGY HOLDINGS, INC.
  
 By: /s/ Timothy O'Leary
 Name: Timothy O'Leary
 Title: Chief Financial Officer
Document

Exhibit 99.1                        
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Priority Investor Inquiries:
Chris Kettmann
ckettmann@lincolnchurchilladvisors.com
(773) 497-7575

Priority Technology Holdings, Inc. Announces Fourth Quarter 2022 and Full Year Financial Results
Fourth Quarter Revenue and Adjusted Gross Profit (a Non-GAAP measure1) Growth Driven by Strong Performance Across all Business Segments
ALPHARETTA, GA - March 23, 2023 -- Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), the platform for unified commerce that delivers integrated payments and banking services at scale, today announced its fourth quarter and full year 2022 financial results including strong quarter-over-quarter and year-over-year diversified revenue growth.
Highlights of Consolidated Results
Fourth Quarter 2022, Compared with Fourth Quarter 2021
Financial highlights of the fourth quarter of 2022 compared with the fourth quarter of 2021, are as follows:
•Revenue of $177.6 million increased 23.3% from $144.0 million.
•Adjusted gross profit (a non-GAAP measure1) of $61.0 million increased 25.3% from $48.7 million.
•Adjusted gross profit margin (a non-GAAP measure1) of 34.3% increased 50 basis points from 33.8%.
•Operating income of $18.2 million increased 41.1% from $12.9 million.
•Adjusted EBITDA (a non-GAAP measure1) of $39.8 million increased 21.0% from $32.9 million
Full Year 2022, Compared with Full Year 2021

Financial highlights of the full year 2022 compared with the full year 2021, are as follows:
•Revenue of $663.6 million increased 28.9% from $514.9 million.
•Adjusted gross profit (a non-GAAP measure1) of $226.9 million increased 46.4% from $155.0 million.
•Adjusted gross profit margin (a non-GAAP measure1) of 34.2% increased 410 basis points from 30.1%.
•Operating income of $56.2 million increased 69.8% from $33.1 million.
•Adjusted EBITDA (a non-GAAP measure1) of $140.3 million increased 45.7% from $96.3 million.
1See "Non-GAAP Financial Measures" and the reconciliations of Adjusted Gross Profit (non-GAAP),Adjusted Gross Profit Margin (non-GAAP), and Adjusted EBITDA, to their most comparable GAAP measures provided below for additional information.
1



"Our outstanding fourth quarter and full year results reflect the strength of our market-leading unified commerce platform. Our business has been purpose-built to perform despite challenging economic environments like we have today. The results demonstrate that we are executing," said Tom Priore, Chairman & CEO of Priority. "Looking ahead, we will remain focused on our mission to deliver payments and banking as a service solutions for our SMB, B2B and Enterprise payments partners and driving long term value for our shareholders."
Full Year 2023 Financial Guidance
Priority's outlook remains strong, which is reflected in our full year 2023 guidance:
•Revenue forecasted to range between $740 million to $755 million, a growth rate of 12% to 14%.
•Adjusted EBITDA (a non-GAAP measure) is forecasted to range between $160 million to $165 million, a growth rate of 14% to 18%.
Conference Call
Priority Technology Holdings, Inc.'s leadership will host a conference call on Thursday, March 23, 2023 at 11:00 a.m. EDT to discuss its fourth quarter 2022 financial results. Participants can access the call by phone in the U.S. or Canada at (833) 636-1319 or internationally at (412) 902-4286.
The Internet webcast link and accompanying slide presentation can be accessed at https://edge.media-server.com/mmc/p/gw4f4523 and will also be posted in the "Investor Relations" section of the Company's website at www.prioritycommerce.com.

An audio replay of the call will be available shortly after the conference call until March 30, 2023 at 2:00 p.m. EDT. To listen to the audio replay, dial (877) 344-7529 or (412) 317-0088 and enter conference ID number 5272926. Alternatively, you may access the webcast replay in the "Investor Relations" section of the Company's website at www.prioritycommerce.com.

Non-GAAP Financial Measures
This communication includes certain non-GAAP financial measures that we regularly review to evaluate our business and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions. We believe these non-GAAP measures help to illustrate the underlying financial and business trends relating to our results of operations and comparability between current and prior periods. We also use these non-GAAP measures to establish and monitor operational goals. However, these non-GAAP measures are not superior to or a substitute for prominent measurements calculated in accordance with GAAP. Rather, the non-GAAP measures are meant to be a complement to understanding measures prepared in accordance with GAAP.
2


Adjusted Gross Profit and Adjusted Gross Profit Margin
The Company's adjusted gross profit metric represents revenues less cost of revenue (excluding depreciation and amortization). Adjusted gross profit margin is adjusted gross profit divided by revenues. We review these non-GAAP measures to evaluate our underlying profit trends. The reconciliation of adjusted gross profit to its most comparable GAAP measure is provided below:
(in thousands)
Three Months Ended December 31,Years Ended
December 31,
2022202120222021
Revenues$177,555 $144,048 $663,641 $514,901 
Cost of revenue (excluding depreciation and amortization)(116,566)(95,358)(436,753)(359,885)
Adjusted gross profit60,989 48,690 226,888 155,016 
Adjusted gross profit margin34.3 %33.8 %34.2 %30.1 %
Depreciation and amortization of revenue generating assets(2,762)(2,401)(10,355)(6,940)
Gross profit58,227 46,289 216,533 148,076 
Gross profit margin32.8 %32.1 %32.6 %28.8 %

EBITDA and Adjusted EBITDA

EBITDA and adjusted EBITDA are performance measures. EBITDA is earnings before interest, income tax, and depreciation and amortization expenses ("EBITDA"). Adjusted EBITDA begins with EBITDA but further excludes certain non-cash costs, such as stock-based compensation and the write-off of the carrying value of investments or other assets, as well as debt extinguishment and modification expenses and other expenses and income items considered non-recurring, such as acquisition integration expenses, certain professional fees, and litigation settlements. We review the non-GAAP adjusted EBITDA measure to evaluate our business and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions.

The reconciliation of adjusted EBITDA to its most comparable GAAP measure is provided below:
3

(in thousands)
Three Months Ended December 31,Years Ended
December 31,
2022202120222021
Net (loss) income$(1,312)$14,094 $(2,150)$1,389 
Interest expense16,272 11,877 53,554 36,485 
Income tax expense (benefit)3,517 (5,307)5,350 (5,258)
Depreciation and amortization18,006 17,574 70,681 49,697 
EBITDA36,483 38,238 127,435 82,313 
Debt extinguishment and modification— — — 8,322 
Gain on sale of business and investment— (7,643)— (7,643)
Selling, general and administrative (non-recurring)1,112 1,403 5,395 10,089 
Non-cash stock-based compensation2,024 864 6,228 3,213 
Change in the fair value of contingent consideration172 — 1,244 — 
Adjusted EBITDA$39,791 $32,862 $140,302 $96,294 


Further detail of certain of these adjustments, and where these items are recorded in our consolidated statements of operations, is provided below:
(in thousands)
Three Months Ended December 31,Years Ended
December 31,
2022202120222021
Selling, general and administrative expenses (non-recurring):
Certain legal fees$340 $170 $916 $7,291 
Professional, accounting and consulting fees641 — 1,300 — 
Other expenses131 1,233 3,179 2,798 
$1,112 $1,403 $5,395 $10,089 
Priority does not provide a reconciliation of forward-looking non-GAAP financial measures to their comparable GAAP financial measures because it could not do so without unreasonable effort due to the unavailability of the information needed to calculate reconciling items and due to the variability, complexity and limited visibility of the adjusting items that would be excluded from the non-GAAP financial measures in future periods. When planning, forecasting and analyzing future periods, the Company does so primarily on a non-GAAP basis without preparing a GAAP analysis as that would require estimates for various cash and non-cash reconciling items that would be difficult to predict with reasonable accuracy. For example, stock-based compensation expense would be difficult to estimate because it depends on the Company's future hiring and retention needs, as well as the future fair market value of the Company's common stock, all of which are difficult to predict and subject to constant change. As a result, the Company does not believe that a GAAP reconciliation would provide meaningful supplemental information about the Company's outlook.



4

About Priority Technology Holdings, Inc.
Priority is a payments technology company that leverages a purpose-built platform to enable clients to collect, store and send money, operating at scale. Priority helps its customers take and make payments while managing business and consumer operating accounts to monetize payment networks. Priority's tailored, agile technology powers high-value payments products bolstered by industry-leading personalized support, and delivers value to its partners by leveraging its payments and embedded finance technology to deliver solutions that power modern commerce. The Company's approach is simple – Priority handles the complexities of payments and embedded finance to free its partners to focus on their core business objectives. Priority's solutions are offered via API or proprietary applications with nationwide money transmission licenses, providing end-to-end operational support including automated risk management and underwriting, full compliance and industry leading customer service. Additional information can be found at www.prioritycommerce.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services, and other statements identified by words such as "may," "will," "should," "anticipates," "believes," "expects," "plans," "future," "intends," "could," "estimate," "predict," "projects," "targeting," "potential" or "contingent," "guidance," "outlook" or words of similar meaning. These forward-looking statements include, but are not limited to, our 2023 outlook and statements regarding our market and growth opportunities. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive risks, trends and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking statements. Our actual results could differ materially, and potentially adversely, from those discussed or implied herein.
We caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed in our SEC filings, including our most recent Annual Report on Form 10-K filed with the SEC on March 23, 2023. These filings are available online at www.sec.gov or www.prioritycommerce.com.
We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. The forward-looking statements included in this press release are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
5

Priority Technology Holdings, Inc.
Unaudited Consolidated Statements of Operations



(in thousands, except per share amounts)Three Months Ended December 31,Years Ended
 December 31,
2022202120222021
Revenues$177,555$144,048$663,641$514,901
Operating expenses
Cost of revenue (excludes depreciation and amortization)116,56695,358436,753359,885
Salary and employee benefits16,84612,01065,07743,818
Depreciation and amortization18,00617,57470,68149,697
Selling, general and administrative7,9386,19534,96528,408
Total operating expenses159,356131,137607,476481,808
Operating income18,19912,91156,16533,093
Other (expense) income
Interest expense(16,272)(11,877)(53,554)(36,485)
Debt extinguishment and modification costs———(8,322)
Gain on sale of business and investment—7,643—7,643
Other income, net278110589202
Total other expense, net(15,994)(4,124)(52,965)(36,962)
Income (loss) before income taxes2,2058,7873,200(3,869)
Income tax expense (benefit)3,517(5,307)5,350(5,258)
Net (loss) income(1,312)14,094(2,150)1,389
Less: Dividends and accretion attributable to redeemable senior preferred stockholders(10,465)(8,285)(36,880)(18,009)
Less: Non-controlling interest preferred unit redemptions—2,756—(8,021)
Net (loss) income attributable to common stockholders$(11,777)$8,565$(39,030)$(24,641)
(Loss) earnings per common share:
Basic$(0.15)$0.11 $(0.50)$(0.34)
Diluted$(0.15)$0.11 $(0.50)$(0.34)
Weighted-average common shares outstanding:
Basic and diluted77,984 78,467 78,233 71,902 
Diluted77,984 79,013 78,233 71,902 
`



6

Priority Technology Holdings, Inc.
Unaudited Consolidated Balance Sheets


(in thousands)
December 31, 2022December 31, 2021
Assets
Current assets:
Cash and cash equivalents$18,454 $20,300 
Restricted cash10,582 28,859 
Accounts receivable, net of allowances78,113 58,423 
Prepaid expenses and other current assets11,832 15,807 
Current portion of notes receivable1,471 272 
Settlement assets and customer/subscriber account balances532,018 479,471 
Total current assets652,470 603,132 
Notes receivable, less current portion3,191 105 
Property, equipment and software, net34,687 25,233 
Goodwill369,337 365,740 
Intangible assets, net288,794 340,211 
Deferred income taxes, net16,447 8,265 
Other noncurrent assets8,437 9,256 
Total assets$1,373,363 $1,351,942 
Liabilities, Redeemable Senior Preferred Stock and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses$51,864 $42,523 
Accrued residual commissions35,979 29,532 
Customer deposits and advance payments2,618 5,021 
Current portion of long-term debt6,200 6,200 
Settlement and customer/subscriber account obligations533,340 500,291 
Total current liabilities630,001 583,567 
Long-term debt, net of current portion, discounts and debt issuance costs598,926 604,105 
Other noncurrent liabilities11,643 18,349 
Total noncurrent liabilities610,569 622,454 
Total liabilities1,240,570 1,206,021 
Redeemable senior preferred stock235,579 210,158 
Stockholders' deficit:
Preferred stock— — 
Common stock76 77 
Additional paid-in capital9,650 39,835 
Treasury stock, at cost(11,559)(4,091)
Accumulated deficit(102,208)(100,058)
Total stockholders' deficit attributable to stockholders of PRTH(104,041)(64,237)
Non-controlling interest1,255 — 
Total stockholders' deficit(102,786)(64,237)
Total liabilities, redeemable senior preferred stock and stockholders' deficit$1,373,363 $1,351,942 

7

Priority Technology Holdings, Inc.
Unaudited Consolidated Statements of Cash Flows



(in thousands)Years Ended December 31,
20222021
Cash flows from operating activities:
Net (loss) income$(2,150)$1,389 
Adjustments to reconcile net loss to net cash provided by operating activities:
Gain and transaction costs recognized on sale of business and investment— (7,643)
Depreciation and amortization of assets70,681 49,697 
Stock-based compensation6,228 3,213 
Amortization of debt issuance costs and discounts3,521 2,305 
Write-off of deferred loan costs and discount— 2,580 
Deferred income tax(8,183)(2,559)
Change in contingent consideration2,059 — 
PIK interest (paid)— (23,715)
Other non-cash items, net74 462 
Change in operating assets and liabilities:
Accounts receivable (19,580)(16,694)
Prepaid expenses and other current assets(160)(1,597)
Income taxes (receivable) payable6,260 (5,107)
Notes receivable377 333 
Accounts payable and other accrued liabilities19,794 7,018 
Customer deposits and advance payments(2,403)2,138 
Other assets and liabilities, net(6,000)(2,443)
Net cash provided by operating activities70,518 9,377 
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired(4,976)(407,129)
Proceeds from sale of business and investment— 15,278 
Additions to property, equipment and software(18,882)(9,719)
Notes receivable loan funding(4,662)— 
Acquisitions of assets and other investing activities(7,983)(49,463)
Net cash (used in) provided by investing activities(36,503)(451,033)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of issue discount— 607,318 
Debt issuance and modification costs paid— (9,073)
Repayments of long-term debt(6,200)(361,425)
Borrowings under revolving credit facility29,500 30,000 
Repayments of borrowings under revolving credit facility(32,000)(15,000)
Proceeds from the issuance of redeemable senior preferred stock, net of discount— 219,062 
Redeemable senior preferred stock issuance fees and costs— (8,098)
Repurchases of Common Stock and shares withheld for taxes(7,468)(1,703)
Dividends paid to redeemable senior preferred stockholders(11,459)(7,460)
Profit distributions to redeemable NCIs of subsidiaries— (815)
Proceeds from exercise of stock options— 1,196 
Settlement and customer/subscriber accounts obligations, net43,143 417,627 
Payment of contingent consideration(7,014)— 
Net cash (used in) provided by financing activities8,502 871,629 
Net change in cash and cash equivalents, and restricted cash:
Net increase in cash and cash equivalents, and restricted cash42,517 429,973 
8

Priority Technology Holdings, Inc.
Unaudited Consolidated Statements of Cash Flows

(in thousands)Years Ended December 31,
20222021
Cash and cash equivalents, and restricted cash at beginning of period518,093 88,120 
Cash and cash equivalents, and restricted cash equivalents at end of period$560,610 $518,093 
Reconciliation of cash and cash equivalents, and restricted cash:
Cash and cash equivalents$18,454 $20,300 
Restricted cash10,582 28,859 
Cash and cash equivalents included in settlement assets and customer/subscriber account balances531,574 468,934 
Total cash and cash equivalents, and restricted cash$560,610 $518,093 


9

Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results


(in thousands)Three Months Ended December 31,Years Ended
December 31,
 2022202120222021
SMB Payments:  
Revenue$149,880 $121,482 $562,237 $475,630 
Operating expenses134,942 110,978 507,371 422,746 
Operating income$14,938 $10,504 $54,866 $52,884 
Operating margin10.0 %8.6 %9.8 %11.1 %
Depreciation and amortization$11,081 $11,014 $43,925 $41,144 
Key indicators:
Merchant bankcard processing dollar value$14,862,635 $13,847,825 $59,440,491 $53,411,622 
Merchant bankcard transaction volume160,492 147,138 636,576 578,102 
B2B Payments:
Revenue$2,802 $5,416 $18,890 $17,138 
Operating expenses3,883 4,865 18,682 17,003 
Operating income (loss)$(1,081)$551 $208 $135 
Operating margin(38.6)%10.2 %1.1 %0.8 %
Depreciation and amortization$303 $74 $744 $294 
Key indicators:
Merchant bankcard processing dollar value$146,595 $97,447 $526,812 $323,502 
Merchant bankcard transaction volume65 77 304 220 
Enterprise Payments:
Revenue$24,873 $17,150 $82,514 $22,133 
Operating expenses13,440 11,952 51,577 15,370 
Operating income$11,433 $5,198 $30,937 $6,763 
Operating margin46.0 %30.3 %37.5 %30.6 %
Depreciation and amortization$6,293 $6,219 $24,892 $7,158 
Key indicators:
Merchant bankcard processing dollar value$571,485 $13,573 $1,760,518 $52,376 
Merchant bankcard transaction volume756 144 2,779 549 
Average billed clients424,601 341,339 380,233 345,828 
Operating income of reportable segments$25,290 $16,253 $86,011 $59,782 
Less: Corporate expense(7,091)(3,342)(29,846)(26,689)
Consolidated operating income$18,199 $12,911 $56,165 $33,093 
Corporate depreciation and amortization$329 $267 $1,120 $1,101 
Key indicators:
Merchant bankcard processing dollar value$15,580,715 $13,958,845 $61,727,821 $53,787,500 
Merchant bankcard transaction volume161,313 147,359 639,659 578,871 
Average number of billed clients424,601 341,339 380,233 345,828 


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March 23, 2023 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: Q4 2022 Earnings Call

 
Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services, and other statements identified by words such as “may,” “will,” “should,” “anticipates,” “believes,” “expects,” “plans,” “future,” “intends,” “could,” “estimate,” “predict,” “projects,” “targeting,” “potential” or “contingent,” “guidance,” “anticipates,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, Priority Technology Holdings, Inc.’s (“Priority”, “we”, “our” or “us”) 2023 outlook and statements regarding our market and growth opportunities. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive risks, trends and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking statements. These forward-looking statements may include, but are not limited to, statements about the effects of the COVID-19 pandemic on our revenues and financial operating results. Our actual results could differ materially, and potentially adversely, from those discussed or implied herein. We caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this presentation in the context of the risks and uncertainties disclosed in our Securities and Exchange Commission (“SEC”) filings, including our Annual Report on Form 10-K filed with the SEC on March 23, 2023. These filings are available online at www.sec.gov or www.prioritycommerce.com. We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. The forward-looking statements included in this presentation are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements. This presentation includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non-GAAP financial measures used by other companies. Priority believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends of the Company. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. See the footnotes on the slides where these measures are discussed and the slides at the end of this presentation for a reconciliation of such non-GAAP financial measures to the most comparable GAAP numbers. Additionally, we present guidance for Adjusted EBITDA and Adjusted EBITDA as percentage of Adjusted Gross Profit, non-GAAP measures without reconciliation due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. See more information in Priority’s earnings press release. Adjusted Gross profit referred throughout this presentation is a non-GAAP measure calculated by subtracting Cost of services (excluding depreciation and amortization) from Revenue. Adjusted Gross profit margin referred throughout this presentation is a non-GAAP measure calculated by dividing Adjusted Gross Profit discussed above by Revenue. See Appendix 1 of this presentation for a reconciliation of Adjusted Gross Profit to Gross Profit as per GAAP and Priority’s earnings press release for more details. DISCLAIMER 2

 
Key 2022 Highlights 258K+ Active Merchants $112B+ in LTM Total Volume FY 2022 PERFORMANCE METRICS INDUSTRY LEADING PERFORMANCE 436K+ Consumer Accounts REVENUE 29% 1 Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred in this presentation are non-GAAP measures. See slide 2 for further details. 2 Revenue and Operating Income peer data pulled from 10-K Annual report with the exception of Paysafe. Paysafe data pulled from Form 6-K. OPERATING INCOME 70% ADJ GROSS PROFIT1 46% ADJUSTED EBITDA1 46% 3

 
Fourth Quarter 2022 Consolidated Results Revenue grew 23% to $177.6 million Adj Gross Profit1 increased 25% to $61.0 million Adj Gross Profit margin1 increased 50 basis points to 34.3% Adjusted EBITDA1 of $39.8 million increased 21% 23% 25% 50BP 21% $48.7M $61.0M 33.8% 34.3% $32.9 $39.8M $144.0M $177.6M Q4 21 Q4 22 Q4 21 Q4 22 Q4 21 Q4 22Q4 21 Q4 22 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred in this presentation are non-GAAP measures. See slide 2 for further details. 4

 
Full Year 2022 Consolidated Results Revenue grew 29% to $663.6 million Adj Gross Profit1 increased 46% to $226.9 million Adj Gross Profit margin1 increased 410 basis points to 34.2% Adjusted EBITDA1 of $140.3 million increased 46% 29% 46% 410BP 46% $155.0M $226.9M 30.1% 34.2% $96.3M $140.3M $514.9M $663.6M FY 21 FY 22 FY 21 FY 22 FY 21 FY 22FY 21 FY 22 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred in this presentation are non-GAAP measures. See slide 2 for further details. 5

 
$70 $96 $140 $160 $5 $404 $515 $664 $740 $15 Priority Overview PRIORITY AT A GLANCE CONTINUED STRONG MOMENTUM REVENUE In Millions ADJUSTED EBITDA1 In Millions Guidance Range Guidance Range $740 - $755 $160 - $165 2020 2021 2022 2023 2020 2021 2022 2023 6 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred in this presentation are non-GAAP measures. See slide 2 for further details. ■ Priority Technology Holdings, Inc. (NASDAQ:PRTH), is a payments technology company that leverages a purpose-built platform to enable clients to collect, store and send money. ■ Priority leverages a native technology platform to embed payments and banking services into client’s core business platforms. ■ We handle the complexities of payments and banking to free our partners to focus on their core business objectives. Priority’s solutions are delivered via internally developed payment applications and services to the following segments ■ SMB PAYMENTS: Full-service acquiring and payment-enabled solutions for B2C transactions, leveraging our proprietary software platform, distributed through ISOs, Direct Sales and vertically focused ISV Channels ■ B2B PAYMENTS: Market-leading A/P automation solution for corporations, software partners and industry leading financial institutions ■ ENTERPRISE PAYMENTS: Embedded payment and treasury solutions for enterprise customers to modernize legacy platforms and accelerate software partners’ strategies to monetize payments

 
Priority Unified Commerce Platform CPX CPX API MX Merchant MX Connect CFTPay CFTConnect Passport API PRIORITY B2BSMB ACQUIRING ENTERPRISE MX Retail MX Restaurant MX QSR MX Build LandlordStation e|tab PayRight MX Givv MX POS Passport Commerce APIs (Passport) Passport Platform Architecture (Shared Macro/Micro Services) PAYMENTS DATA SCIENCE Card Processing • Compliance Card Issuing • Pay Fac Data Warehouse • Business Intelligence Data Science • Visualization BANKING Virtual Accounts • Ledger • ACH/ACH+ • Compliance Check Processing /Recon • Bill Payments C U R A T E D A P P S Passport Account U/I B A N K IN G E N G IN E 7

 
Priority is Simplifying the Customer Experience Working with Priority is as Easy as 1, 2, 3 Choose the Curated App(s) that best fit your needs Chose the Passport Account Structure that best fits your uses Start Moving Money 1 2 3 8

 
Financial Results

 
Fourth Quarter 2022 – SMB (Revenue) Revenue grew 23% to $149.9 million 23% $121.5M $149.9M Q4 21 Q4 22 10 Key Revenue Drivers SMB revenue of $149.9 million increased 23% from $121.5 million in Q4 2021 Ø Bankcard $ Volumes of $14.9 billion increased over 7% Ø Ending Merchant Count of 259K increased by 7% Ø New Merchant Boards averaged ~4600 per month in Q4

 
Fourth Quarter 2022 – SMB (Profits) Adj Gross Profit1 increased 18% to $36.0 million Adj Gross Profit margin1 decreased 120 basis points to 24.0% Operating Income of $14.9 million increased 42% 18% 120BP 42% $30.6M $36.0M 25.2% 24.0% $10.5M $14.9M Q4 21 Q4 22 Q4 21 Q4 22 Q4 21 Q4 22 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred in this presentation are non-GAAP measures. See slide 2 for further details. 11

 
Fourth Quarter 2022 – B2B (Revenue) Revenue decreased 48% to $2.8 million 48% $5.4M $2.8M Q4 21 Q4 22 12 Key Revenue Drivers B2B revenue of $2.8 million decreased 48% from $5.4 million Ø Largely driven by Managed Services decrease from $2.7 million to $0.3 million due to final wind down of a specific customer program Ø CPX decreased slightly from $2.6 million in Q4 2021 to $2.5 million in Q4 2022 due to timing related to Incentives

 
Fourth Quarter 2022 – B2B (Profits) Adj Gross Profit1 decreased 35% to $1.7 million Adj Gross Profit margin1 increased from 48.1% to 60.7% Operating Loss of $1.1 million decreased from Operating income of $0.6m 35% 1260 BP 283% $2.6M $1.7M 48.1% 60.7% $0.6M ($1.1M) Q4 21 Q4 22 Q4 21 Q4 22 Q4 21 Q4 22 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred in this presentation are non-GAAP measures. See slide 2 for further details. 13

 
Fourth Quarter 2022 – Enterprise (Revenue) Revenue grew 46% to $24.9 million 46% $17.1M $24.9M Q4 21 Q4 22 14 Key Revenue Drivers ENTERPRISE revenue of $24.9 million increased 46% from $17.1 million Ø Avg Monthly New Enrollments of 39K increased 127% from 17K Ø Avg Number of Billed Clients increased 24% to 425K from 341K Ø Increase in interest rates continues to drive growth in Interest Income

 
Fourth Quarter 2022 – Enterprise (Profits) Adj Gross Profit1 increased 50% to $23.3 million Adj Gross Profit margin1 increased 300 basis points to 93.6% Operating Income of $11.5 million increased 121% 50% 300BP 121% $15.5M $23.3M 90.6% 93.6% $5.2M $11.5M Q4 21 Q4 22 Q4 21 Q4 22 Q4 21 Q4 22 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred in this presentation are non-GAAP measures. See slide 2 for further details. 15

 
Operating Expenses Salaries & Benefits increased 41% to $16.9 million SG&A increased 27% to $7.9 million Depreciation & Amortization of $18.0 million increased 2% $6.2M $7.9M $17.6M $18.0M $12.0M $16.9M Q4 21 Q4 22 Q4 21 Q4 22Q4 21 Q4 22 Operating Expenses of $42.8 million increased 20% 41% 27% 2% 16

 
Adjusted EBITDA1 Walk 17 Adjusted EBITDA experienced strong growth in Q4 and Full-Year 2022 Ø Q4 2022 Adjusted EBITDA of $39.8 million increased 21.0% from $32.9 million in Q4 2021 Ø Full-Year 2022 Adjusted EBITDA grew 46% to $140.3 million EBITDA Walk 2022 2021 2022 2021 Q4 Q4 FY FY Consolidated net income (loss) (GAAP) (1.3)$ 14.1$ (2.1)$ 1.4$ Add: Interest expense 16.3 11.9 53.5 36.5 Add: Depreciation and amortization 18.0 17.6 70.6 49.7 Add: Income tax expense (benefit) 3.5 (5.3) 5.4 (5.3) EBITDA (non-GAAP) 36.5 38.3 127.4 82.3 Further adjusted by: Add: Non-cash stock-based compensation 2.0 0.9 6.2 3.3 Add: Non-recurring expenses: Debt extinguishment and modification costs - - - 8.3 Change in fair value of contingent consideration 0.2 - 1.3 - Gain on sale of PRET/Payix, net of NCI - (7.6) - (7.6) Legal, professional, accounting and other SG&A 1.1 1.3 5.4 10.0 Adjusted EBITDA (non-GAAP) 39.8$ 32.9 140.3 96.3 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred in this presentation are non-GAAP measures. See slide 2 for further details.

 
Outstanding Debt $631.9 -$2.5 -$6.2 $623.2 Dec 31 '21 Net Revolver Repayment Term Loan Repayments Dec 31 '22 Total Debt of $623.2 million at end of 2022 decreased from $631.9 million in 2021 Ø Decrease driven by net $2.5 million Revolver decrease and $6.2 million in Term Loan Repayments Ø Net Debt of $604.7 million decreased $6.9 million compared to 2021 Ø Revolver Capacity at the end of Q4 2022 was $27.5 million 18

 
Senior Redeemable Preferred Stock $210.2 $16.8 $3.3 $5.3 $235.6 Dec 31 '21 PIK Dividend Accretion Dividend Payable Dec 31 '22 Preferred Stock of $235.6 million, Net of $21.1 million of Unaccreted Discounts and Issuance Costs Ø Fourth Quarter Dividends and Accretion as follows: 19 4th Quarter (dollars in Millions) 2022 Dividend: Payment in Kind 4.31$ Cash1 5.34 9.65 Accretion 0.83 10.48$ 1 Paid in January 2023

 
2023 Financial Guidance REVENUE 12% to 14% Growth $740 to $755 million 20 ADJUSTED EBITDA1 14% to 18% Growth $160 to $165 million The Company’s outlook for full-year 2023 financial results are: Revenue and Adjusted EBITDA are forecast to strengthen with each successive quarter of 2023, reflecting positive operating trends within each of our segments 1Adjusted Gross Profit, Adjusted Gross Profit margin and Adjusted EBITDA referred in this presentation are non-GAAP measures. See slide 2 for further details.

 
APPENDIX

 
Adjusted Gross Profit Reconciliation The reconciliation of adjusted gross profit to its most comparable GAAP measure is provided below: 22 SMB B2B Enterprise Total SMB B2B Enterprise Total SMB B2B Enterprise Total SMB B2B Enterprise Total Revenues $ 562.2 $ 18.9 $ 82.5 $ 663.6 $ 149.9 $ 2.8 $ 24.9 $ 177.6 $ 475.6 $ 17.2 $ 22.1 $ 514.9 $ 121.5 $ 5.4 $ 17.1 $ 144.0 Cost of revenue (excluding depreciation and amortization) (422.4) (7.8) (6.5) (436.7) (113.9) (1.1) (1.6) (116.6) (349.1) (7.6) (3.2) (359.9) (90.9) (2.8) (1.6) (95.3) Adjusted gross profit (non-GAAP) 139.8 11.1 76.0 226.9 36.0 1.7 23.3 61.0 126.5 9.6 18.9 155.0 30.6 2.6 15.5 48.7 Adjusted gross profit margin (non-GAAP) 24.9% 58.7% 92.1% 34.2% 24.0% 60.7% 93.6% 34.3% 26.6% 55.8% 85.5% 30.1% 25.2% 48.1% 90.6% 33.8% Depreciation and amortiztion of revenue generating assets (6.9) - (3.5) (10.4) (1.9) - (0.9) (2.8) (5.9) - (1.0) (6.9) (1.6) - (0.8) (2.4) Gross profit 132.9 11.1 72.5 216.5 34.1 1.7 22.4 58.2 120.6 9.6 17.9 148.1 29.0 2.6 14.7 46.3 Gross profit margin 23.6% 58.7% 87.9% 32.6% 22.7% 60.7% 90.0% 32.8% 25.4% 55.8% 81.0% 28.8% 23.9% 48.1% 86.0% 32.2% (in millions) (in millions) (in millions) (in millions) Twelve Months Ended December 31, 2022 Three Months Ended December 31, 2022 Twelve Months Ended December 31, 2021 Three Months Ended December 31, 2021