0001653558-23-000140 | 10-Q | XBRL Viewer | Priority Technology Holdings INC

Settlement Assets and Customer/Subscriber Account Balances and Related Obligations

9 Months Ended

Sep. 30, 2023

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

Settlement Assets and Customer/Subscriber Account Balances and Related Obligations

SMB Payments Segment

In the Company's SMB Payments reportable segment, funds settlement refers to the process of transferring funds for sales and credits between card issuers and merchants. The standards of the card networks require possession of funds during the settlement process by a member bank which controls the clearing transactions. Since settlement funds are required to be in the possession of a member bank until the merchant is funded, these funds are not assets of the Company and the associated obligations are not liabilities of the Company. Therefore, neither is recognized in the Company's Unaudited Consolidated Balance Sheets. Member banks held merchant funds of $102.9 million and $110.3 million at September 30, 2023 and December 31, 2022, respectively.

Exception items that become the liability of the Company are recorded as merchant losses, a component of cost of revenue in the Company's Unaudited Consolidated Statements of Operations and Comprehensive Loss. Exception items that the Company is still attempting to collect from the merchants through the funds settlement process or merchant reserves are recognized as settlement assets and customer/subscriber account balances in the Company's Unaudited Consolidated Balance Sheets, with an offsetting reserve for those amounts the Company estimates it will not be able to recover. Expenses for merchant losses for the three and nine months ended September 30, 2023 were $1.6 million and $3.7 million, respectively. Expenses for merchant losses for the three and nine months ended September 30, 2022 were $0.7 million and $2.8 million, respectively.

B2B Payments Segment

In the Company's B2B Payments segment, the Company earns revenues by processing transactions for FIs and other business customers. Customers transfer funds to the Company, which are held in either company-owned bank accounts controlled by the Company or bank-owned FBO accounts controlled by the banks, until such time that the transactions are settled with the customer payees. Amounts due to customer payees that are held by the Company in company-owned bank accounts are included in restricted cash. Amounts due to customer payees that are held in bank-owned FBO accounts are not assets of the Company, and the associated obligations are not liabilities of the Company. Therefore, neither is recognized in the Company's Unaudited Consolidated Balance Sheets. Bank-owned FBO accounts held funds of $93.4 million and $42.7 million at September 30, 2023 and December 31, 2022, respectively. Company-owned bank accounts held $9.5 million and $1.8 million at September 30, 2023 and December 31, 2022, respectively, which are included in restricted cash and settlement and customer/subscriber account obligations in the Company's Unaudited Consolidated Balance Sheets.

For the Plastiq business, the Company accepts card payments from its customers and processes disbursements to their vendors. The time lag between authorization and settlement of card transactions creates certain receivables (from card networks) and payables (to the vendors of customers). These receivables and payables arise from the settlement activities that the Company performs on the behalf of its customers and therefore, are presented as Settlement assets and related obligations.

Enterprise Payments Segment

In the Company's Enterprise Payments segment revenue is derived primarily from enrollment fees, monthly subscription fees and transaction-based fees from licensed money transmission services. As part of its licensed money transmission services, the Company accepts deposits from consumers and subscribers which are held in bank accounts maintained by the Company on behalf of consumers and subscribers. After accepting deposits, the Company is allowed to invest available balances in these accounts in certain permitted investments, and the return on such investments contributes to the Company's net cash inflows. These balances are payable on demand. As such, the Company recorded these balances and related obligations as current assets

and current liabilities. The nature of these balances are cash and cash equivalents, but they are not available for day-to-day operations of the Company. Therefore, the Company has classified these balances as settlement assets and customer/subscriber account balances and the related obligations as settlement and customer/subscriber account obligations in the Company's Unaudited Consolidated Balance Sheets.

In certain states, the Company accepts deposits under agency arrangement with member banks wherein accepted deposits remain under the control of the member banks. Therefore, the Company does not record assets for the deposits accepted and liabilities for the associated obligation. Agency owned accounts held $8.6 million and $6.1 million at September 30, 2023 and December 31, 2022, respectively.

The Company's consolidated settlement assets and customer/subscriber account balances and settlement and customer/subscriber account obligations were as follows:


(in thousands)	September 30, 2023		December 31, 2022
Settlement Assets, net of estimated losses(1):
Card settlements due from merchants	$	4,768	$	444
Card settlements due from networks	6,792		—
Customer/Subscriber Account Balances:
Cash and cash equivalents	700,610		531,574

Total settlement assets and customer/subscriber account balances	$	712,170	$	532,018

Settlement and Customer/Subscriber Account Obligations:
Customer account obligations	$	672,183	$	516,086
Subscriber account obligations	28,427		15,488
Total customer/subscriber account obligations	700,610		531,574
Due to customers' payees(2)	9,458		1,766
Total settlement and customer/subscriber account obligations	$	710,068	$	533,340

(1)Allowance for estimated losses was $5.6 million and $5.0 million as of September 30, 2023 and December 31, 2022, respectively

(2)Card settlements due from networks includes $6.8 million of related assets and remainder are included in restricted cash on our Unaudited Consolidated Balance Sheets.

Redeemable Senior Preferred Stock and Warrants - Redemption Value (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Temporary Equity [Abstract]
Redeemable senior preferred stock	$ 225,000			$ 225,000
Accumulated unpaid dividend	38,880			25,498
Dividend payable	6,810			5,341
Redemption value	270,690			255,839
Less: unamortized discounts and issuance costs	(17,767)			(20,260)
Redeemable senior preferred stock, net of discounts and issuance costs:	$ 252,923	$ 240,731	$ 235,439	$ 235,579

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 14.E.Q2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479830/718-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

+ Details

Settlement Assets and Customer/Subscriber Account Balances and Related Obligations - Schedule of Settlement Assets and Obligations (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Settlement Assets, net of estimated losses
Settlement assets and customer/subscriber account balances	$ 712,170	$ 532,018
Settlement and Customer/Subscriber Account Obligations:
Settlement and customer/subscriber account obligations	710,068	533,340
Allowance for settlement assets	5,600	5,000
Total customer/subscriber account obligations
Settlement and Customer/Subscriber Account Obligations:
Settlement and customer/subscriber account obligations	700,610	531,574
Customer account obligations
Settlement and Customer/Subscriber Account Obligations:
Settlement and customer/subscriber account obligations	672,183	516,086
Subscriber account obligations
Settlement and Customer/Subscriber Account Obligations:
Settlement and customer/subscriber account obligations	28,427	15,488
Due to customer payees
Settlement and Customer/Subscriber Account Obligations:
Settlement and customer/subscriber account obligations	9,458	1,766
Card settlements due from merchants
Settlement Assets, net of estimated losses
Settlement assets and customer/subscriber account balances	4,768	444
Card settlements due from networks
Settlement Assets, net of estimated losses
Settlement assets and customer/subscriber account balances	6,792	0
Cash and cash equivalents
Settlement Assets, net of estimated losses
Settlement assets and customer/subscriber account balances	$ 700,610	$ 531,574

Fair Value (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis

Liabilities measured at fair value on a recurring basis consisted of the following:


(in thousands)	Fair Value Hierarchy	September 30, 2023		December 31, 2022
Contingent consideration, current portion	Level 3	$	3,789	$	6,079
Contingent consideration, noncurrent portion	Level 3	8,917		2,000
Total contingent consideration		$	12,706	$	8,079

Property, Equipment and Software

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Equipment and Software

A summary of property, equipment and software, net was as follows:


(in thousands)	September 30, 2023		December 31, 2022
Computer software	$	71,463	$	64,197
Equipment	10,027		13,302
Leasehold improvements	1,535		6,990
Furniture and fixtures	1,442		2,909
Property, equipment and software	84,467		87,398
Less: Accumulated depreciation	(53,208)		(58,409)
Capital work in-progress	10,592		5,698
Property, equipment and software, net	$	41,851	$	34,687


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022


Depreciation expense	$	2,763	$	2,365	$	8,335	$	6,902

Computer software represents purchased software and internally developed software that is used to provide the Company's services to its customers.

Fully depreciated assets are retained in property, equipment and software, net, until removed from service. During the quarter ended September 30, 2023, certain fully depreciated assets were removed from service.

Debt Obligations - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Business Acquisition, Contingent Consideration [Line Items]
Interest expense for outstanding debt	$ 19,997	$ 13,412	$ 55,461	$ 37,282
Amortization of debt discount (premium) and debt issuance costs	1,000	900	2,800	2,600
Prior Acquisitions
Business Acquisition, Contingent Consideration [Line Items]
Interest expense for outstanding debt	$ 600	$ 100	$ 800	$ 700

Revenues

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenues

Disaggregation of Revenues

The following table presents a disaggregation of our consolidated revenues by type:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Revenue Type:
Merchant card fees	$	146,974	$	137,659	$	441,142	$	405,404
Money transmission services	25,831		18,291		70,955		51,757
Outsourced services and other services	13,181		7,933		34,768		21,917
Equipment	3,029		2,534		9,468		7,008
Total revenues(1),(2)	$	189,015	$	166,417	$	556,333	$	486,086

(1)Includes contracts with an original duration of one year or less and variable consideration under a stand-ready series of distinct days of service. The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one year is not material.

(2)Approximately $9.7 million and $21.9 million of interest income for the three and nine months ended September 30, 2023 and $2.0 million and $3.4 million for the three and nine months ended September 30, 2022, respectively, is included in outsourced services and other services revenue in the table above. Approximately $0.5 million and $1.1 million of interest income for the three and nine months ended September 30, 2023, and $0.2 million and $0.4 million three and nine months ended September 30, 2022, respectively, is included in other income, net on the Company's Unaudited Consolidated Statements of Operations and Comprehensive Loss and not reflected in the table above.

The following table presents a disaggregation of our consolidated revenues by segment:


	Three Months Ended September 30, 2023
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB Payments	$	136,086	$	—	$	994	$	3,029	$	140,109
B2B Payments	10,837		—		2,911		—		13,748
Enterprise Payments	51		25,831		9,276		—		35,158
Total revenues	$	146,974	$	25,831	$	13,181	$	3,029	$	189,015


	Nine months ended September 30, 2023
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB Payments	$	428,318	$	—	$	5,151	$	9,468	$	442,937
B2B Payments	12,718		—		6,787		—		19,505
Enterprise Payments	106		70,955		22,830		—		93,891
Total revenues	$	441,142	$	70,955	$	34,768	$	9,468	$	556,333


	Three Months Ended September 30, 2022
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB Payments	$	136,340	$	—	$	1,018	$	2,534	$	139,892
B2B Payments	1,319		—		3,549		—		4,868
Enterprise Payments	—		18,291		3,366		—		21,657
Total revenues	$	137,659	$	18,291	$	7,933	$	2,534	$	166,417


	Nine Months Ended September 30, 2022
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB Payments	$	402,890	$	—	$	2,459	$	7,008	$	412,357
B2B Payments	2,514		—		13,574		—		16,088
Enterprise Payments	—		51,757		5,884		—		57,641
Total revenues	$	405,404	$	51,757	$	21,917	$	7,008	$	486,086

Deferred revenues were not material for the three and nine months ended September 30, 2023 and 2022.

Contract Assets and Contract Liabilities

Material contract assets and liabilities are presented net at the individual contract level in the Unaudited Consolidated Balance Sheets and are classified as current or noncurrent based on the nature of the underlying contractual rights and obligations.

Contract liabilities were $0.4 million and $0.2 million as of September 30, 2023 and December 31, 2022, respectively. Substantially all of these balances are recognized as revenue within 12 months.

Net contract assets were not material for any period presented.

Impairment losses recognized on receivables or contract assets arising from the Company's contracts with customers were not material for the three and nine months ended September 30, 2023 and September 30, 2022.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Loss per Common Share - (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Common Share

The following tables set forth the computation of the Company's basic and diluted loss per common share:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands except per share amounts)	2023		2022		2023		2022
Numerator:
Net loss	$	(87)	$	(792)	$	(1,205)	$	(838)
Less: Dividends and accretion attributable to redeemable senior preferred stockholders	(12,192)		(9,466)		(35,252)		(26,415)


Net loss attributable to common stockholders	$	(12,279)	$	(10,258)	$	(36,457)	$	(27,253)
Denominator:
Basic and diluted:
Weighted-average common shares outstanding(1)	78,381		77,984		78,270		78,392
Loss per common share	$	(0.16)	$	(0.13)	$	(0.47)	$	(0.35)

(1)The weighted-average common shares outstanding includes 1,803,841 warrants (refer to Note 9. Redeemable Senior Preferred Stock and Warrants).

Schedule of Antidilutive Securities

Potentially anti-dilutive securities that were excluded from the Company's loss per common share are as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands)	2023	2022	2023	2022
Outstanding warrants on Common Stock(1)	—	3,557	—	3,557
Outstanding options and warrants issued to adviser(2)	—	600	—	600
Restricted stock awards(3)	1,109	2,680	1,297	1,126

Outstanding stock option awards(3)	918	1,034	909	2,292
Total	2,027	7,871	2,206	7,575

(1)The warrants were issued in 2018 and were exercisable at $11.50 per share. These warrants expired on August 24, 2023.

(2)The warrants were issued in 2018 and were exercisable at $12.00 per share. These warrants expired on August 24, 2023.

(3)Granted under the 2018 Plan.

Unaudited Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Cash flows from operating activities:

Net loss

$ (1,205)

$ (838)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization of assets

53,303

52,675

Stock-based compensation

5,183

4,204

Amortization of debt issuance costs and discounts

2,812

2,613

Deferred income tax

(2,432)

(3,567)

Change in contingent consideration

906

Other non-cash items, net

(169)

(154)

Change in operating assets and liabilities:

Accounts receivable

17,931

(11,265)

Prepaid expenses and other current assets

(2,630)

(2,575)

Income taxes (receivable) payable

498

1,003

Notes receivable

(668)

569

Accounts payable and other accrued liabilities

302

13,711

Customer deposits and advance payments

3,802

(1,910)

Other assets and liabilities, net

(4,953)

(3,908)

Net cash provided by operating activities

72,680

50,558

Cash flows from investing activities:

Acquisition of business, net of cash acquired

(28,182)

Additions to property, equipment and software

(15,268)

(11,380)

Notes receivable, net

151

(3,250)

Acquisitions of assets and other investing activities

(7,925)

(6,465)

Net cash used in investing activities

(51,224)

(21,095)

Cash flows from financing activities:

Debt issuance and modification costs paid

(807)

Repayments of long-term debt

(4,650)

Borrowings under revolving credit facility

44,000

23,000

Repayments of borrowings under revolving credit facility

(23,500)

(32,000)

Repurchases of Common Stock and shares withheld for taxes

(1,018)

(4,674)

Dividends paid to redeemable senior preferred stockholders

(17,908)

(11,478)

Settlement and customer/subscriber accounts obligations, net

165,610

25,695

Payment of contingent consideration related to business combination

(4,698)

(3,992)

Net cash provided by (used in) financing activities

157,029

(8,099)

Net increase in cash and cash equivalents, and restricted cash

178,485

21,364

Cash and cash equivalents and restricted cash at beginning of period

560,610

518,093

Cash and cash equivalents and restricted cash at end of period

739,095

539,457

Reconciliation of cash and cash equivalents, and restricted cash:

Cash and cash equivalents

24,595

12,707

Restricted cash

13,890

11,624

Cash and cash equivalents included in settlement assets and customer/subscriber account balances (see Note 4)

700,610

515,126

Cash paid for income taxes, net of refunds

739,095

539,457

Supplemental cash flow information:

Cash paid for interest

54,670

33,023

Non-cash investing and financing activities:

Treasury stock purchases settled after the balance sheet date

651

Contingent consideration accrual

4,825

Non-cash additions to other noncurrent assets for right-of-use operating leases

166

Adjustment to value of profit interest units

596

Acquisition of intangible asset

193

Measurement period adjustment to purchase price

110

Cash portion of dividend payable for redeemable senior preferred stock

6,810

^[1]

Issuance of NCI

$ 184

$ 0

[1]	Paid on October 2, 2023

Stock-based Compensation - Schedule of Equity-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 1,501	$ 1,104	$ 5,183	$ 4,204

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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+ Details

Debt Obligations - Schedule of Long-Term Debt (Details) - USD ($)	Sep. 30, 2023	Jun. 30, 2023	May 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total debt obligations	$ 639,050,000			$ 623,200,000
Less: current portion of long-term debt	(6,200,000)			(6,200,000)
Less: unamortized debt discounts and deferred financing costs	(16,069,000)			(18,074,000)
Long-term debt, net	616,781,000			598,926,000
Credit Agreement \| Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Total debt obligations	$ 606,050,000			$ 610,700,000
Interest rate during period	11.43%			9.82%
Credit Agreement \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Total debt obligations	$ 33,000,000			$ 12,500,000
Interest rate during period	10.20%			8.82%
Maximum borrowing capacity	$ 65,000,000	$ 65,000,000	$ 40,000,000	$ 40,000,000

Notes Receivable

9 Months Ended

Sep. 30, 2023

Receivables [Abstract]

Notes Receivable

Notes Receivable The Company had notes receivable of $5.2 million and $4.7 million as of September 30, 2023 and December 31, 2022, respectively, which are reported as current portion of notes receivable and notes receivable less current portion on the Company's Unaudited Consolidated Balance Sheets. The notes receivable carried weighted-average interest rates of 18.2% and 15.4% as of September 30, 2023 and December 31, 2022. The notes receivable are comprised of notes receivable from ISOs, and under the terms of the agreements the Company preserves the right to hold back residual payments due to the ISOs and to apply such residuals against future payments due to the Company. As of September 30, 2023 and December 31, 2022, the Company had no allowance for doubtful notes receivable.

As of September 30, 2023, the principal payments for the Company's notes receivable are due as follows:


(in thousands)
Twelve months ending September 30,
2024	$	1,561
2025	1,350
2026	827
2027	909
After 2027	530
Total	$	5,177

Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill

The Company's goodwill relates to the following reporting units:


(in thousands)	September 30, 2023		December 31, 2022
SMB Payments	$	124,139	$	124,625
Enterprise Payments	244,712		244,712
Plastiq (B2B Payments)	6,943		—
Total	$	375,794	$	369,337

The following table summarizes the changes in the carrying value of goodwill:


(in thousands)	Amount
Balance at December 31, 2022	$	369,337
Purchase price adjustment for Ovvi	(486)
Plastiq acquisition	6,943
Balance at September 30, 2023	$	375,794

As of September 30, 2023, the Company is not aware of any triggering events for impairment that have occurred since the last annual impairment test.

Other Intangible Assets

Other intangible assets consisted of the following:


	September 30, 2023						Weighted-average Useful Life
(in thousands, except weighted-average data)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Other intangible assets:
ISO and referral partner relationships	$	182,339	$	(33,764)	$	148,575	14.7
Residual buyouts	136,064		(90,121)		45,943		6.3
Customer relationships	109,017		(91,619)		17,398		8.4
Merchant portfolios	83,350		(52,711)		30,639		6.5
Technology	57,639		(21,525)		36,114		9.0
Trade names	7,104		(2,383)		4,721		10.6
Non-compete agreements	3,390		(3,390)		—		0.0
Money transmission licenses(1)	2,100		—		2,100
Total	$	581,003	$	(295,513)	$	285,490	9.7

(1)These assets have an indefinite useful life.


	December 31, 2022						Weighted-average Useful Life
(in thousands, except weighted-average data)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Other intangible assets:
ISO and referral partner relationships	$	175,300	$	(24,021)	$	151,279	14.8
Residual buyouts	132,325		(76,316)		56,009		6.6
Customer relationships	96,000		(83,298)		12,702		8.2
Merchant portfolios	76,423		(43,170)		33,253		6.7
Technology	50,963		(18,566)		32,397		8.4
Trade names	3,183		(2,129)		1,054		11.6
Non-compete agreements	3,390		(3,390)		—		0.0
Money transmission licenses(1)	2,100		—		2,100
Total	$	539,684	$	(250,890)	$	288,794	9.7

(1)These assets have an indefinite useful life.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022


Amortization expense	$	14,512	$	15,452	$	44,968	$	45,773

As of September 30, 2023, there were no impairment indicators present.

Commitments and Contingencies - Contingent Consideration Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 11,413	$ 6,349	$ 8,079
Addition of contingent consideration (related to asset acquisition)	8,682	7,000	2,100
Accretion of contingent consideration	$ 560	$ 117	$ 113
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other noncurrent liabilities	Other noncurrent liabilities	Other noncurrent liabilities
Fair value adjustments due to changes in estimates of future payments		$ (2,053)	$ 116
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Other noncurrent liabilities	Other noncurrent liabilities
Payment of contingent consideration	$ (7,949)		$ (4,059)
Ending balance	$ 12,706	$ 11,413	$ 6,349

Unaudited Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable allowance for credit loss	$ 1,281	$ 1,143
Notes receivable, allowance for credit loss	$ 0	$ 0
Temporary equity par value (USD per share)	$ 0.001	$ 0.001
Temporary equity, shares authorized (in shares)	250,000	250,000
Temporary equity, shares issued (in shares)	225,000	225,000
Temporary equity, shares outstanding (in shares)	225,000	225,000
Preferred stock par value (USD per share)	$ 0.001	$ 0.001
Preferred stock authorized (in shares)	100,000,000	100,000,000
Preferred stock shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common shares, par value (in dollars per share)	$ 0.001	$ 0.001
Common shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock issued (in shares)	79,197,600	78,385,685
Common stock, shares outstanding (in shares)	76,633,517	76,044,629
Treasury stock (in shares)	2,564,083	2,341,056

Property, Equipment and Software - (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Equipment and Software

A summary of property, equipment and software, net was as follows:


(in thousands)	September 30, 2023		December 31, 2022
Computer software	$	71,463	$	64,197
Equipment	10,027		13,302
Leasehold improvements	1,535		6,990
Furniture and fixtures	1,442		2,909
Property, equipment and software	84,467		87,398
Less: Accumulated depreciation	(53,208)		(58,409)
Capital work in-progress	10,592		5,698
Property, equipment and software, net	$	41,851	$	34,687


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022


Depreciation expense	$	2,763	$	2,365	$	8,335	$	6,902

Redeemable Senior Preferred Stock and Warrants (Tables)

9 Months Ended

Sep. 30, 2023

Temporary Equity [Abstract]

Temporary Equity

The following table provides the redemption value of the redeemable senior preferred stock for the periods presented:


(in thousands)	September 30, 2023		December 31, 2022
Redeemable senior preferred stock	$	225,000	$	225,000
Accumulated unpaid dividend	38,880		25,498
Dividend payable	6,810		5,341
Redemption value	270,690		255,839
Less: unamortized discounts and issuance costs	(17,767)		(20,260)
Redeemable senior preferred stock, net of discounts and issuance costs:	$	252,923	$	235,579

The following table provides a reconciliation of the beginning and ending carrying amounts of the redeemable senior preferred stock for the periods presented:


(in thousands)	Shares	Amount
December 31, 2022	225	$	235,579
Payment of cash portion of dividend and ticking fee outstanding at December 31, 2022	—	(5,341)
Unpaid dividend on redeemable senior preferred stock	—	4,383
Accretion of discounts and issuance costs	—	818
March 31, 2023	225	235,439
Unpaid dividend on redeemable senior preferred stock	—	4,461
Accretion of discounts and issuance costs	—	831
June 30, 2023	225	$	240,731
Unpaid dividend on redeemable senior preferred stock	—	4,538
Accretion of discounts and issuance cost	—	844
Cash portion of dividend outstanding at September 30, 2023		6,810
September 30, 2023	225	$	252,923

The following table provides a summary of the dividends for the period presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Dividends paid in cash(1)	$	6,810	$	4,402	$	19,377	$	11,478
Accumulated dividends accrued as part of the carrying value of redeemable senior preferred stock	4,538		4,234		13,382		12,485
Dividends declared	$	11,348	$	8,636	$	32,759	$	23,963

(1)Dividend payable for the three months ended September 30, 2023 paid on October 2, 2023.

Fair Value - Contingent Consideration Current and Non-Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total contingent consideration	$ 12,706	$ 8,079
Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration, current portion	3,789	6,079
Contingent consideration, noncurrent portion	$ 8,917	$ 2,000

Basis of Presentation and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	Basis of Presentation and Significant Accounting Policies Business, Consolidation and Presentation Priority Technology Holdings, Inc. and its consolidated subsidiaries are referred to herein collectively as "Priority," "PRTH," the "Company," "we," "our" or "us," unless the context requires otherwise. Priority is a provider of merchant acquiring, integrated payment software, money transmission services and commercial payments solutions. The Company operates on a calendar year ending each December 31 and on four calendar quarters ending on March 31, June 30, September 30 and December 31 of each year. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. The accompanying Unaudited Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. These Unaudited Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information pursuant to the rules and regulations of the SEC. The Consolidated Balance Sheet as of December 31, 2022 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 but does not include all disclosures required by GAAP for annual financial statements. NCI represents the equity interest in certain consolidated entities in which the Company owns less than 100% of the profit interests. Changes in the Company's ownership interest while the Company retains its controlling interest are accounted for as equity transactions. As of September 30, 2023, there was no income or loss attributable to NCI in accordance with the applicable operating agreements. In the opinion of the Company's management, all known adjustments necessary for a fair presentation of the Unaudited Consolidated Financial Statements for interim periods have been made. These adjustments consist of normal recurring accruals and estimates that affect the carrying amounts of assets and liabilities. These Unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. The results for the quarter and nine months ended September, 30, 2023 include the results of the Plastiq business acquired through Chapter 11 bankruptcy process on July 31, 2023. Use of Estimates The preparation of Unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Unaudited Consolidated Financial Statements and the reported amounts of revenues and expenses during the reported period. Actual results could materially differ from those estimates. Revenue Recognition For the Plastiq business that was acquired on July 31, 2023 (refer to Note 2. Acquisitions,) the Company accepts card payments from its customers and processes disbursements to their vendors. For these transactions, the Company acts as merchant of record, therefore, considered as the principal and accordingly presents its revenue on a gross basis. The Company also offers volume rebates as an incentive to increase business and customer engagement. These rebates are presented as net of revenue. Transaction processing costs, including interchange fees, are presented as costs of revenue. Accounts Receivable, net Accounts receivables include dues from the Company's sponsor banks (for revenues earned, net of related interchange and processing fees, and do not bear interest), agents, merchants and other customers, stated net of allowance for current expected credit losses for any uncollectible amounts. Foreign Currency The Company's reporting currency is the U.S. dollar. The functional currency of the Indian subsidiary of the Company is Indian Rupee (i.e. local currency of Republic of India). The functional currency of the Canadian subsidiary of the Company is the Canadian Dollar. Accordingly, assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the current exchange rate on the last day of the reporting period. Revenues and expenses are translated using the average exchange rate in effect during the reporting period. Translation adjustments are reported as a component of accumulated other comprehensive income (loss). Recently Adopted Accounting Standards Credit Losses In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). This new guidance changes how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments. ASU 2016-13 replaces 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 Company adopted ASU 2016-13 effective January 1, 2023 using the modified-retrospective approach. The implementation of ASU 2016-13 did not have a material impact on the Company's Unaudited Consolidated Financial Statements. Additionally, the Company modified its accounting policy to conform with the requirements of the adoption of this standard. Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the LIBOR and other interbank offered rates to alternative reference rates, such as the SOFR. An entity that makes this election would not have to remeasure the contract at the modification date or reassess a previous accounting determination. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), Scope ASU 2021-01, which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The Company adopted the optional expedients of Topic 848 on June 30, 2023 upon the amendments of its Credit Agreement (see Note 8. Debt Obligations) and the Certificate of Designation (see Note 9. Redeemable Senior Preferred Stock and Warrants), which transitioned the Company's reference rates from LIBOR to SOFR. The adoption of this standard did not have a material impact on the Company's Unaudited Consolidated Financial Statements.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company's consolidated effective income tax rate for the three and nine months ended September 30, 2023, was 102.1% and 122.5%, respectively, compared to a consolidated effective income tax rate of 188.1% and 184.2% for the three and nine months ended September 30, 2022, respectively. The effective rates differed from the statutory rate of 21.0% primarily due to an increase in the valuation allowance against certain business interest carryover deferred tax assets. Valuation Allowance for Deferred Income Tax Assets The Company considers all available positive and negative evidence to determine whether sufficient taxable income will be generated in the future to permit realization of the existing deferred tax assets. In accordance with the provisions of ASC 740, Income Taxes, the Company is required to provide a valuation allowance against deferred income tax assets when it is "more likely than not" that some portion or all of the deferred tax assets will not be realized. Based on management's assessment, as of September 30, 2023, the Company continues to record a full valuation allowance against non-deductible interest expense. The Company will continue to evaluate the realizability of the net deferred tax asset on a quarterly basis and, as a result, the valuation allowance may change in future periods.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Goodwill and Other Intangible Assets - (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The Company's goodwill relates to the following reporting units:


(in thousands)	September 30, 2023		December 31, 2022
SMB Payments	$	124,139	$	124,625
Enterprise Payments	244,712		244,712
Plastiq (B2B Payments)	6,943		—
Total	$	375,794	$	369,337

The following table summarizes the changes in the carrying value of goodwill:


(in thousands)	Amount
Balance at December 31, 2022	$	369,337
Purchase price adjustment for Ovvi	(486)
Plastiq acquisition	6,943
Balance at September 30, 2023	$	375,794

Schedule of Other Intangible Assets

Other intangible assets consisted of the following:


	September 30, 2023						Weighted-average Useful Life
(in thousands, except weighted-average data)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Other intangible assets:
ISO and referral partner relationships	$	182,339	$	(33,764)	$	148,575	14.7
Residual buyouts	136,064		(90,121)		45,943		6.3
Customer relationships	109,017		(91,619)		17,398		8.4
Merchant portfolios	83,350		(52,711)		30,639		6.5
Technology	57,639		(21,525)		36,114		9.0
Trade names	7,104		(2,383)		4,721		10.6
Non-compete agreements	3,390		(3,390)		—		0.0
Money transmission licenses(1)	2,100		—		2,100
Total	$	581,003	$	(295,513)	$	285,490	9.7

(1)These assets have an indefinite useful life.


	December 31, 2022						Weighted-average Useful Life
(in thousands, except weighted-average data)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Other intangible assets:
ISO and referral partner relationships	$	175,300	$	(24,021)	$	151,279	14.8
Residual buyouts	132,325		(76,316)		56,009		6.6
Customer relationships	96,000		(83,298)		12,702		8.2
Merchant portfolios	76,423		(43,170)		33,253		6.7
Technology	50,963		(18,566)		32,397		8.4
Trade names	3,183		(2,129)		1,054		11.6
Non-compete agreements	3,390		(3,390)		—		0.0
Money transmission licenses(1)	2,100		—		2,100
Total	$	539,684	$	(250,890)	$	288,794	9.7

(1)These assets have an indefinite useful life.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022


Amortization expense	$	14,512	$	15,452	$	44,968	$	45,773

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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-Section 55
-Paragraph 24
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-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Fair Value - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes receivable, fair value	$ 5.2	$ 4.7
Senior Notes \| Senior Term Loan, Maturing January 3, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	$ 603.0	$ 606.1

Stockholders' Deficit (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Class of Treasury Stock

Under the terms of this plan, the Company may purchase shares through open market purchases, unsolicited or solicited privately negotiated transactions, or in another manner so long as it complies with applicable rules and regulations.


	September 30, 2023		December 31, 2022
in thousands, except share data, which is in whole units
Number of shares purchased(1)	—		1,309,374
Average price paid per share	$	—	$	4.42
Total Investment(1)	$	—	$	5,791

(1)These amounts may differ from the repurchases of Common Stock amounts in the Unaudited Statements of Cash Flows due to shares withheld for taxes and unsettled share repurchases at the end of the quarter.

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 03, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-37872
Entity Registrant Name	Priority Technology Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-4257046
Entity Address, Address Line One	2001 Westside Parkway
Entity Address, Address Line Two	Suite 155
Entity Address, City or Town	Alpharetta,
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30004
City Area Code	404
Local Phone Number	952-2107
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	PRTH
Security Exchange Name	NASDAQ
Entity's Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		76,722,581
Entity Central Index Key	0001653558
Amendment Flag	false
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	17. Subsequent EventsOn October 2, 2023, the Company entered into the fourth amendment to its Credit Agreement to increase its term loan facility by $50.0 million. All other terms remained unchanged. The proceeds of the increase was used to repay the outstanding balance of the revolving credit facility and other general corporate needs. The accounting evaluation of the amendment is in process

Segment Information - (Tables)

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information by Segment

Information on reportable segments and reconciliations to consolidated revenues, consolidated depreciation and amortization, and consolidated operating income are as follows:


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenues:
SMB Payments	$	140,109	$	139,892	$	442,937	$	412,357
B2B Payments	13,748		4,868		19,505		16,088
Enterprise Payments	35,158		21,657		93,891		57,641
Consolidated revenues	$	189,015	$	166,417	$	556,333	$	486,086

Depreciation and amortization:
SMB Payments	$	9,858	$	11,040	$	31,473	$	32,844
B2B Payments	772		295		1,024		441
Enterprise Payments	6,154		6,203		19,557		18,599
Corporate	491		279		1,249		791
Consolidated depreciation and amortization	$	17,275	$	17,817	$	53,303	$	52,675

Operating (loss) income:
SMB Payments	$	11,821	$	13,447	$	35,374	$	39,928
B2B Payments	78		217		(790)		1,289
Enterprise Payments	21,339		9,312		50,081		19,504
Corporate	(9,732)		(8,896)		(25,178)		(22,755)
Consolidated operating income	$	23,506	$	14,080	$	59,487	$	37,966

Reconciliation of Revenue from Segments to Consolidated

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


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Total operating income of reportable segments	$	33,238	$	22,976	$	84,665	$	60,721
Corporate	(9,732)		(8,896)		(25,178)		(22,755)
Interest expense	(19,997)		(13,412)		(55,461)		(37,282)


Other income, net	732		231		1,319		311
Income tax benefit (expense)	(4,328)		(1,691)		(6,550)		(1,833)
Net loss	$	(87)	$	(792)	$	(1,205)	$	(838)

Subsequent Events - (Details)	Oct. 02, 2023 USD ($)
Subsequent Event \| Revolving Credit Facility \| Credit Agreement \| Line of Credit
Subsequent Event [Line Items]
Increase in borrowing capacity	$ 50,000,000

Stock-based Compensation - Narrative (Details)			9 Months Ended	12 Months Ended
Stock-based Compensation - Narrative (Details)	Mar. 17, 2022 shares	Apr. 16, 2021	Sep. 30, 2023 USD ($)	Dec. 31, 2021 hour shares	Dec. 31, 2018 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense capitalized \| $			$ 0
Maximum hours per week \| hour				20
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares available for purchase (in shares)				200,000
Minimum number of days employed to be eligible for plan				30 days
Purchase price (as a percent)		95.00%
2018 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares available for purchase (in shares)	9,185,696				6,685,696
Additional number of shares available for purchase (in shares)	2,500,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Stockholders' Deficit

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders' Deficit

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 September 30, 2023 and December 31, 2022, the Company has not issued any shares of preferred stock.

Share Repurchase Program

During the second quarter of 2022, PRTH's Board of Directors authorized a general share repurchase program under which the Company may purchase up to 2.0 million shares of its outstanding Common Stock for a total of up to $10.0 million. Under the terms of this plan, the Company may purchase shares through open market purchases, unsolicited or solicited privately negotiated transactions, or in another manner so long as it complies with applicable rules and regulations.


	September 30, 2023		December 31, 2022
in thousands, except share data, which is in whole units
Number of shares purchased(1)	—		1,309,374
Average price paid per share	$	—	$	4.42
Total Investment(1)	$	—	$	5,791

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Redeemable Senior Preferred Stock and Warrants - Schedule of Dividends (Details) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Temporary Equity [Abstract]
Dividends paid in cash(1)	$ 6,810			$ 4,402	$ 19,377	$ 11,478
Accumulated dividends accrued as part of the carrying value of redeemable senior preferred stock	4,538	$ 4,461	$ 4,383	4,234	13,382	12,485
Dividends declared	$ 11,348			$ 8,636	$ 32,759	$ 23,963

Segment Information - Narrative (Details)	9 Months Ended
Segment Information - Narrative (Details)	Sep. 30, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments	3

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Minimum Annual Commitments with Third-party Processors

The Company has multi-year agreements with third parties to provide certain payment processing services to the Company. The Company pays processing fees under these agreements. Based on existing contracts in place, the Company is committed to pay minimum processing fees under these agreements of approximately $19.4 million in 2023 and $22.0 million in 2024.

Annual Commitment with Vendor

Effective January 1, 2022, the Company entered into a three year business cooperation agreement with a vendor to resell its services. Under the agreement, the Company purchased vendor services worth $0.7 million for the year ended December 31, 2022, and is committed to purchase vendor services worth $1.5 million in 2023 and $2.3 million in 2024.

Capital Commitments

The Company committed to capital contributions to fund the operations of certain subsidiaries totaling $26.0 million and $22.0 million as September 30, 2023 and December 31, 2022, respectively. The Company is obligated to make the

contributions within 10 business days of receiving notice for such contribution from the subsidiary. As of September 30, 2023 and December 31, 2022, the Company has contributed $11.6 million and $6.9 million, respectively.

Merchant Reserves

See Note 4. Settlement Assets and Customer/Subscriber Account Balances and Related Obligations, for information about merchant reserves.

Contingent Consideration

The following table provides a reconciliation of the beginning and ending balance of the Company's contingent consideration liabilities related to completed acquisitions:


(in thousands)	Contingent Consideration Liabilities
December 31, 2022	$	8,079
Addition of contingent consideration (related to asset acquisition)	2,100
Accretion of contingent consideration	113
Fair value adjustments due to changes in estimates of future payments	116
Payment of contingent consideration	(4,059)
March 31, 2023	6,349
Addition of contingent consideration due to resolution of contingency	7,000
Adjustment for receivable due to residual shortfall	(2,053)
Accretion of discount on contingent consideration	117


June 30, 2023	11,413
Addition of contingent consideration (related to business combination)	8,682

Accretion of discount on contingent consideration	560

Payment of contingent consideration	(7,949)
September 30, 2023	$	12,706

Legal Proceedings

The Company is involved in certain legal proceedings and claims which arise in the ordinary course of business. In the opinion of the Company and based on consultations with internal and external counsel, the results of any of these matters, individually and in the aggregate, are not expected to have a material effect on the Company's results of operations, financial condition or cash flows. As more information becomes available, and the Company determines that an unfavorable outcome is probable on a claim and that the amount of probable loss that the Company will incur on that claim is reasonably estimable, the Company will record an accrued expense for the claim in question. If and when the Company records such an accrual, it could be material and could adversely impact the Company's results of operations, financial condition and cash flows.

Concentration of Risks

The Company's revenue is substantially derived from processing Visa and Mastercard bankcard transactions. Because the Company is not a member bank, in order to process these bankcard 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.

As of September 30, 2023, the Company's customer account balances of $672.2 million are maintained in FDIC insured accounts with certain FIs (refer to Note 4. Settlement Assets and Customer/Subscriber Account Balances and Related

Obligations) A majority of the Company's cash and restricted cash is held in certain FIs, substantially all of which is in excess of FDIC limits. The Company does not believe it is exposed to any significant credit risk from these transactions.

Debt Obligations (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

Outstanding debt obligations consisted of the following:


(in thousands)	September 30, 2023		December 31, 2022
Term facility - matures April 27, 2027, interest rates of 11.43% and 9.82% at September 30, 2023 and December 31, 2022, respectively	$	606,050	$	610,700
Revolving credit facility - $65.0 million line as of September 30, 2023 and $40.0 million as of December 31, 2022, matures April 27, 2026, interest rates of 10.20% and 8.82% at September 30, 2023 and December 31, 2022, respectively	33,000		12,500
Total debt obligations	639,050		623,200
Less: current portion of long-term debt	(6,200)		(6,200)
Less: unamortized debt discounts and deferred financing costs	(16,069)		(18,074)
Long-term debt, net	$	616,781	$	598,926

Schedule of Interest Expense for Outstanding Debt

Interest expense for outstanding debt, including fees for undrawn amounts and amortization of deferred financing costs and debt discounts was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Interest expense(1),(2)	$	19,997	$	13,412	$	55,461	$	37,282

(1)Included in interest expense is $0.6 million and $0.8 million related to the accretion of contingent consideration from acquisitions for the three and nine months ended September 30, 2023, respectively, $0.1 million and $0.7 million for the three and nine months ended September 30, 2022, respectively. (2)Interest expense included amortization of deferred financing costs and debt discounts of $1.0 million and $2.8 million for the three and nine months ended September 30, 2023, respectively, and $0.9 million and $2.6 million for the three and nine months ended September 30, 2022, respectively.

- 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.

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+ Details

Basis of Presentation and Significant Accounting Policies - (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Consolidation	The accompanying Unaudited Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.
Basis of Presentation	These Unaudited Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information pursuant to the rules and regulations of the SEC. The Consolidated Balance Sheet as of December 31, 2022 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 but does not include all disclosures required by GAAP for annual financial statements. NCI represents the equity interest in certain consolidated entities in which the Company owns less than 100% of the profit interests. Changes in the Company's ownership interest while the Company retains its controlling interest are accounted for as equity transactions. As of September 30, 2023, there was no income or loss attributable to NCI in accordance with the applicable operating agreements. In the opinion of the Company's management, all known adjustments necessary for a fair presentation of the Unaudited Consolidated Financial Statements for interim periods have been made. These adjustments consist of normal recurring accruals and estimates that affect the carrying amounts of assets and liabilities. These Unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. The results for the quarter and nine months ended September, 30, 2023 include the results of the Plastiq business acquired through Chapter 11 bankruptcy process on July 31, 2023.
Use of Estimates	The preparation of Unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Unaudited Consolidated Financial Statements and the reported amounts of revenues and expenses during the reported period. Actual results could materially differ from those estimates.
Revenue Recognition	For the Plastiq business that was acquired on July 31, 2023 (refer to Note 2. Acquisitions,) the Company accepts card payments from its customers and processes disbursements to their vendors. For these transactions, the Company acts as merchant of record, therefore, considered as the principal and accordingly presents its revenue on a gross basis. The Company also offers volume rebates as an incentive to increase business and customer engagement. These rebates are presented as net of revenue. Transaction processing costs, including interchange fees, are presented as costs of revenue.
Accounts Receivable, net	Accounts receivables include dues from the Company's sponsor banks (for revenues earned, net of related interchange and processing fees, and do not bear interest), agents, merchants and other customers, stated net of allowance for current expected credit losses for any uncollectible amounts.
Foreign Currency	The Company's reporting currency is the U.S. dollar. The functional currency of the Indian subsidiary of the Company is Indian Rupee (i.e. local currency of Republic of India). The functional currency of the Canadian subsidiary of the Company is the Canadian Dollar. Accordingly, assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the current exchange rate on the last day of the reporting period. Revenues and expenses are translated using the average exchange rate in effect during the reporting period. Translation adjustments are reported as a component of accumulated other comprehensive income (loss).
Recently Adopted Accounting Standards	Credit Losses In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). This new guidance changes how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments. ASU 2016-13 replaces 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 Company adopted ASU 2016-13 effective January 1, 2023 using the modified-retrospective approach. The implementation of ASU 2016-13 did not have a material impact on the Company's Unaudited Consolidated Financial Statements. Additionally, the Company modified its accounting policy to conform with the requirements of the adoption of this standard. Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the LIBOR and other interbank offered rates to alternative reference rates, such as the SOFR. An entity that makes this election would not have to remeasure the contract at the modification date or reassess a previous accounting determination. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), Scope ASU 2021-01, which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The Company adopted the optional expedients of Topic 848 on June 30, 2023 upon the amendments of its Credit Agreement (see Note 8. Debt Obligations) and the Certificate of Designation (see Note 9. Redeemable Senior Preferred Stock and Warrants), which transitioned the Company's reference rates from LIBOR to SOFR. The adoption of this standard did not have a material impact on the Company's Unaudited Consolidated Financial Statements.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

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+ Details

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The preliminary purchase price allocation is set forth in the table below and expected to be finalized as soon as practicable but no later than one year from the closing date.


(in thousands)
Consideration:
Cash	$	28,500
Contingent consideration payments (1)	8,419
Common equity of acquiring entity	330
Less: cash and restricted cash acquired	(318)
Total purchase consideration, net of cash and restricted cash acquired	$	36,931

Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable	$	881
Prepaid expenses	423
Settlement assets	8,277
Equipment, net	47
Goodwill	6,943
Intangible assets(2)	30,460
Accounts payable and accrued expenses	(1,607)
Customer deposits	(214)
Settlement obligations	(8,279)
Total purchase consideration	$	36,931

(1)The fair value of the contingent consideration payments issued was determined utilizing a Monte Carlo simulation. The contingent consideration payments were calculated based on the path for the simulated metrics and the contractual terms of the contingent consideration payments and were discounted to present value at a rate reflecting the risk associated with the payoffs. The fair value was estimated to be the average present value of the contingent consideration payments over all iterations of the simulation.

(2)The intangible assets acquired consist of $13.0 million for customer relationships, $7.0 million for referral partner relationships, $6.5 million for technology and $3.9 million for trade name.

The preliminary purchase price allocation is set forth in the table below and is expected to be finalized as soon as practicable, but no later than one year from the acquisition date.


(in thousands)
Consideration:
Cash(1)	$	5,026
Total purchase consideration	5,026
Fair value of class B shares issued in Ovvi (NCI)(3)	659
Total enterprise value of business acquired(3)	$	5,685

Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable(4)	$	43
Inventory(4)	98
Property, equipment and software, net	20
Goodwill(3)(4)	3,504
Intangible assets(2)	2,021
Other non-current asset	152
Other non-current liability	(153)
Total enterprise value of business acquired(3)	$	5,685

(1)Includes $50,000 withheld for inventory acquired which was subsequently released in March 2023.

(2)The intangible assets consist of $1.3 million for technology, $0.4 million for customer relationships and $0.3 million for trade names.

(3)During the three months ended March 31, 2023, the Company recorded measurement period adjustments due to additional information received related to the valuation of the Class B shares. This measurement period adjustment resulted in a decrease of $0.6 million in goodwill and NCI.

(4)During the three months ended September 30, 2023, the Company recorded measurement period adjustments due to additional information received related to accounts receivable and inventory. This measurement period adjustment resulted in a decrease of $0.1 million in accounts receivable and inventory, offset by an increase in goodwill of $0.1 million.

Business Acquisition, Pro Forma Information

The Company's Unaudited Consolidated Financial Statements for three and nine months ended September 30, 2023 include the operating results of Plastiq from August 1, 2023 through September 30, 2023 as noted in the table below:


	Three Months Ended September 30, 2023
(in thousands)
Revenues	$	9,932
Operating loss(1)	$	(699)

(1)Excluding acquisition related costs of $1.3 million

Redeemable Senior Preferred Stock and Warrants

9 Months Ended

Sep. 30, 2023

Temporary Equity [Abstract]

Redeemable Senior Preferred Stock and Warrants

The following table provides the redemption value of the redeemable senior preferred stock for the periods presented:


(in thousands)	September 30, 2023		December 31, 2022
Redeemable senior preferred stock	$	225,000	$	225,000
Accumulated unpaid dividend	38,880		25,498
Dividend payable	6,810		5,341
Redemption value	270,690		255,839
Less: unamortized discounts and issuance costs	(17,767)		(20,260)
Redeemable senior preferred stock, net of discounts and issuance costs:	$	252,923	$	235,579

The following table provides a reconciliation of the beginning and ending carrying amounts of the redeemable senior preferred stock for the periods presented:


(in thousands)	Shares	Amount
December 31, 2022	225	$	235,579
Payment of cash portion of dividend and ticking fee outstanding at December 31, 2022	—	(5,341)
Unpaid dividend on redeemable senior preferred stock	—	4,383
Accretion of discounts and issuance costs	—	818
March 31, 2023	225	235,439
Unpaid dividend on redeemable senior preferred stock	—	4,461
Accretion of discounts and issuance costs	—	831
June 30, 2023	225	$	240,731
Unpaid dividend on redeemable senior preferred stock	—	4,538
Accretion of discounts and issuance cost	—	844
Cash portion of dividend outstanding at September 30, 2023		6,810
September 30, 2023	225	$	252,923

The dividend rate as of September 30, 2023 and December 31, 2022, was 17.5% and 15.7% respectively.

The following table provides a summary of the dividends for the period presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Dividends paid in cash(1)	$	6,810	$	4,402	$	19,377	$	11,478
Accumulated dividends accrued as part of the carrying value of redeemable senior preferred stock	4,538		4,234		13,382		12,485
Dividends declared	$	11,348	$	8,636	$	32,759	$	23,963

(1)Dividend payable for the three months ended September 30, 2023 paid on October 2, 2023.

On June 30, 2023, the Company amended the Certificate of Designation of its redeemable senior preferred stock to transition the reference rate used for the calculation of dividends from LIBOR to SOFR. Under the Amended Certificate of Designation, the dividend rate (capped at 22.50%) will be equal to the three-month term SOFR (minimum of 1.00%), plus the three-month term SOFR spread adjustment of 0.26% plus the applicable margin of 12.00%. All other terms in the agreement were unchanged. For the three months ended September 30, 2023, SOFR is the reference rate for calculation of the dividend. The dividend rate is subject to future increases if the Company doesn't comply with the minimum cash payment requirements outlined in the agreement, which includes required payments of dividends, required payments related to redemption or required

prepayments. The dividend rate may also increase if the Company fails to obtain the required stockholder approval for a forced sale transaction triggered by investors or if an event of default as outlined in the agreement occurs.In 2021, the Company issued warrants to purchase up to 1,803,841 shares of the Common Stock, at an exercise price of $0.001. As of September 30, 2023, none of the warrants have been exercised. The warrants are considered to be equity contracts indexed in the Company's own shares and therefore were recorded at their inception date relative fair value and are included in additional paid-in capital on the Company's Unaudited Consolidated Balance Sheets.

Acquisitions

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Plastiq Acquisition

On May 23, 2023, PRTH’s subsidiary, Plastiq, Powered by Priority, LLC (the "acquiring entity"), entered into a stalking horse equity and asset purchase agreement (the "Purchase Agreement") with Plastiq, Inc. and certain of its affiliates ("Plastiq") to acquire substantially all of the assets of Plastiq, including the equity interest in Plastiq Canada, Inc. Plastiq is a buyer funded

B2B payments platform offering bill pay and instant access to working capital to its customers and will complement the Company's existing supplier-funded B2B payments business. On May 24, 2023, Plastiq filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware.

The purchase was completed on July 31, 2023 for a total purchase consideration of approximately $37.3 million. The total purchase consideration included $28.5 million in cash and the remaining consideration is in the nature of deferred or contingent consideration and certain equity interest in the acquiring entity. The cash consideration for the purchase was funded by borrowings from the Company's revolving credit facility.

The acquisition was accounted for as a business combination using the acquisition method of accounting, under which the acquired assets and assumed liabilities were recognized at their fair values as of July 31, 2023, with the excess of the fair value of consideration transferred over the fair value of the net assets acquired recognized as goodwill. The fair values of the acquired assets and assumed liabilities as of July 31, 2023 were estimated by management using the discounted cash flow method and other factors specific to certain assets and liabilities. The preliminary purchase price allocation is set forth in the table below and expected to be finalized as soon as practicable but no later than one year from the closing date.


(in thousands)
Consideration:
Cash	$	28,500
Contingent consideration payments (1)	8,419
Common equity of acquiring entity	330
Less: cash and restricted cash acquired	(318)
Total purchase consideration, net of cash and restricted cash acquired	$	36,931

Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable	$	881
Prepaid expenses	423
Settlement assets	8,277
Equipment, net	47
Goodwill	6,943
Intangible assets(2)	30,460
Accounts payable and accrued expenses	(1,607)
Customer deposits	(214)
Settlement obligations	(8,279)
Total purchase consideration	$	36,931

(2)The intangible assets acquired consist of $13.0 million for customer relationships, $7.0 million for referral partner relationships, $6.5 million for technology and $3.9 million for trade name.

This business is reported within the Company's B2B Payments reportable segment. The Company's Unaudited Consolidated Financial Statements for three and nine months ended September 30, 2023 include the operating results of Plastiq from August 1, 2023 through September 30, 2023 as noted in the table below:


	Three Months Ended September 30, 2023
(in thousands)
Revenues	$	9,932
Operating loss(1)	$	(699)

(1)Excluding acquisition related costs of $1.3 million

For the three and nine months ended September 30, 2023, the Company incurred $1.3 million and $1.7 million respectively, in acquisition related costs, which primarily consisted of consulting, legal and accounting and valuation expenses. These expenses were recorded in selling, general and administrative expenses in the Company's Unaudited Consolidated Statements of Operations and Comprehensive Loss. Based on the purchase consideration and pre-acquisition operating results, this business combination did not meet the materiality requirements for pro forma disclosures.

Ovvi Acquisition

On November 18, 2022, the Company completed its acquisition of certain assets and assumption of a certain liability of Ovvi, LLC, under an asset purchase agreement through its wholly-owned subsidiary, Priority Ovvi, LLC ("Ovvi"). The acquisition was accounted for as a business combination using the acquisition method of accounting. Prior to this acquisition, the business operated as a SaaS proprietary platform for the restaurant, hospitality and retail industries by providing complete all-in-one point of sale software and hardware systems, comprehensive ancillary services including fraud detection and mitigation, and processing services for various types of cards including credit cards, debit cards, private label cards and prepaid cards. This business is reported within the Company's SMB Payments reportable segment. Transaction costs were not material and were expensed. The non-voting incentive shares issued to the seller will be evaluated at each reporting period to determine whether or not profit or loss should be allocated to NCI based on the subsidiary's operating agreement. The preliminary purchase price allocation is set forth in the table below and is expected to be finalized as soon as practicable, but no later than one year from the acquisition date.


(in thousands)
Consideration:
Cash(1)	$	5,026
Total purchase consideration	5,026
Fair value of class B shares issued in Ovvi (NCI)(3)	659
Total enterprise value of business acquired(3)	$	5,685

Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable(4)	$	43
Inventory(4)	98
Property, equipment and software, net	20
Goodwill(3)(4)	3,504
Intangible assets(2)	2,021
Other non-current asset	152
Other non-current liability	(153)
Total enterprise value of business acquired(3)	$	5,685

(1)Includes $50,000 withheld for inventory acquired which was subsequently released in March 2023.

(2)The intangible assets consist of $1.3 million for technology, $0.4 million for customer relationships and $0.3 million for trade names.

Other Acquisition

The Company also completed another acquisition during 2022 for approximately $1.2 million, which was not material. The acquisition did not meet the definition of a business, therefore it was accounted for as an asset acquisition under which the cost of acquisition was allocated to the technology asset acquired.

Goodwill and Other Intangible Assets - Goodwill Allocation (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Goodwill [Line Items]
Goodwill	$ 375,794	$ 369,337
SMB Payments
Goodwill [Line Items]
Goodwill	124,139	124,625
Enterprise Payments
Goodwill [Line Items]
Goodwill	244,712	244,712
B2B Payments
Goodwill [Line Items]
Goodwill	$ 6,943	$ 0

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Acquisitions - Schedule of Ovvi Business Acquisition (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Nov. 18, 2022	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Recognized amounts of assets acquired and liabilities assumed:
Goodwill		$ 375,794		$ 375,794	$ 369,337
Goodwill, purchase accounting adjustments				$ (486)
Ovvi
Business Acquisition [Line Items]
Cash	$ 5,026
Fair value of class B shares issued in Ovvi (NCI)	659
Total enterprise value of business acquired	5,685
Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable	43
Inventory(4)	98
Property, equipment and software, net	20
Goodwill	3,504
Intangible assets	2,021
Other non-current asset	152
Other non-current liability	(153)
Total enterprise value of business acquired	5,685
Payments to acquire business, gross, inventory holdback	50
Goodwill, purchase accounting adjustments		100	$ (600)
Accounts receivable and inventory measurement period adjustments		$ (100)
Ovvi \| Technology
Recognized amounts of assets acquired and liabilities assumed:
Finite-lived intangible assets acquired	1,300
Ovvi \| Customer relationships
Recognized amounts of assets acquired and liabilities assumed:
Finite-lived intangible assets acquired	400
Ovvi \| Trade names
Recognized amounts of assets acquired and liabilities assumed:
Finite-lived intangible assets acquired	$ 300

Acquisitions - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended	12 Months Ended
Acquisitions - Narrative (Details) - USD ($) $ in Thousands	Jul. 31, 2023	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Acquisition related costs		$ 1,300	$ 1,700
Series of Individually Immaterial Asset Acquisitions
Business Acquisition [Line Items]
Total consideration transferred in asset acquisition				$ 1,200
Plastiq
Business Acquisition [Line Items]
Consideration transferred	$ 37,300
Cash paid to acquire business	$ 28,500

Notes Receivable - Narrative (Details) - USD ($)	9 Months Ended	12 Months Ended
Notes Receivable - Narrative (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Receivables [Abstract]
Notes receivable	$ 5,177,000	$ 4,700,000
Notes receivable, average interest rate	18.20%	15.40%
Notes receivable allowance for credit loss	$ 0	$ 0

- Definition

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

Notes Receivable - Schedule of Principal Payments to be Received (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Receivables [Abstract]
2024	$ 1,561
2025	1,350
2026	827
2027	909
After 2027	530
Total	$ 5,177	$ 4,700

Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 24,595	$ 18,454
Restricted cash	13,890	10,582
Accounts receivable, net of allowances of $1,281 and $1,143, respectively	61,134	78,113
Prepaid expenses and other current assets	13,274	11,832
Current portion of notes receivable, net of allowance of $0 and $0, respectively	1,561	1,471
Settlement assets and customer/subscriber account balances	712,170	532,018
Total current assets	826,624	652,470
Notes receivable, less current portion	3,616	3,191
Property, equipment and software, net	41,851	34,687
Goodwill	375,794	369,337
Intangible assets, net	285,490	288,794
Deferred income taxes, net	18,879	16,447
Other noncurrent assets	11,145	8,437
Total assets	1,563,399	1,373,363
Current liabilities:
Accounts payable and accrued expenses	56,107	51,864
Accrued residual commissions	31,023	35,979
Customer deposits and advance payments	6,634	2,618
Current portion of long-term debt	6,200	6,200
Settlement and customer/subscriber account obligations	710,068	533,340
Total current liabilities	810,032	630,001
Long-term debt, net of current portion, discounts and debt issuance costs	616,781	598,926
Other noncurrent liabilities	18,545	11,643
Total noncurrent liabilities	635,326	610,569
Total liabilities	1,445,358	1,240,570
Commitments and contingencies (Note 13)
Redeemable senior preferred stock, $0.001 par value; 250,000 shares authorized; 225,000 issued and outstanding at September 30, 2023 and December 31, 2022	252,923	235,579
Stockholders' deficit:
Preferred stock, $0.001; 100,000,000 shares authorized; 0 issued or outstanding at September 30, 2023 and December 31, 2022	0	0
Common Stock, $0.001 par value; 1,000,000,000 shares authorized; 79,197,600 and 78,385,685 shares issued at September 30, 2023 and December 31, 2022, respectively; and 76,633,517 and 76,044,629 shares outstanding at September 30, 2023 and December 31, 2022, respectively	77	76
Treasury stock at cost, 2,564,083 and 2,341,056 shares at September 30, 2023 and December 31, 2022, respectively	(12,577)	(11,559)
Additional paid-in capital	0	9,650
Accumulated other comprehensive loss	(34)	0
Accumulated deficit	(123,714)	(102,208)
Total stockholders' deficit attributable to stockholders of PRTH	(136,248)	(104,041)
Non-controlling interests in consolidated subsidiaries	1,366	1,255
Total stockholders' deficit	(134,882)	(102,786)
Total liabilities, redeemable senior preferred stock and stockholders' deficit	$ 1,563,399	$ 1,373,363

Acquisitions - Revenues and Operating Loss (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Business Acquisition [Line Items]
Acquisition related costs	$ 1,300	$ 1,700
Plastiq
Business Acquisition [Line Items]
Revenues	9,932
Operating loss	$ (699)

Segment Information

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Segment Information

The Company has three reportable segments:

•SMB Payments – provides full-service acquiring and payment-enabled solutions for B2C transactions, leveraging the Company's proprietary software platform, distributed through ISOs, direct sales and vertically focused ISV channels.

•B2B Payments – provides AP automation to corporations, software partners and FIs, and, working capital solutions to other business customers.

•Enterprise Payments – provides embedded payment and banking solutions to enterprise customers that modernize legacy platforms and accelerate modern software partners looking to monetize payments.

Corporate includes costs of corporate functions and shared services not allocated to our reportable segments.

Information on reportable segments and reconciliations to consolidated revenues, consolidated depreciation and amortization, and consolidated operating income are as follows:


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenues:
SMB Payments	$	140,109	$	139,892	$	442,937	$	412,357
B2B Payments	13,748		4,868		19,505		16,088
Enterprise Payments	35,158		21,657		93,891		57,641
Consolidated revenues	$	189,015	$	166,417	$	556,333	$	486,086

Depreciation and amortization:
SMB Payments	$	9,858	$	11,040	$	31,473	$	32,844
B2B Payments	772		295		1,024		441
Enterprise Payments	6,154		6,203		19,557		18,599
Corporate	491		279		1,249		791
Consolidated depreciation and amortization	$	17,275	$	17,817	$	53,303	$	52,675

Operating (loss) income:
SMB Payments	$	11,821	$	13,447	$	35,374	$	39,928
B2B Payments	78		217		(790)		1,289
Enterprise Payments	21,339		9,312		50,081		19,504
Corporate	(9,732)		(8,896)		(25,178)		(22,755)
Consolidated operating income	$	23,506	$	14,080	$	59,487	$	37,966

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


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Total operating income of reportable segments	$	33,238	$	22,976	$	84,665	$	60,721
Corporate	(9,732)		(8,896)		(25,178)		(22,755)
Interest expense	(19,997)		(13,412)		(55,461)		(37,282)


Other income, net	732		231		1,319		311
Income tax benefit (expense)	(4,328)		(1,691)		(6,550)		(1,833)
Net loss	$	(87)	$	(792)	$	(1,205)	$	(838)

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Stockholders' Deficit - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Equity [Abstract]
Preferred stock authorized (in shares)	100,000,000	100,000,000
Preferred stock shares issued (in shares)	0	0
Authorized amount to be repurchased (in shares)			2,000,000
Authorized amount to be repurchased			$ 10.0

Unaudited Consolidated Statements of Changes in Stockholders' Deficit and Non-Controlling Interest - USD ($) $ in Thousands	Total	Deficit Attributable to Stockholders	Common Stock	Treasury Stock	APIC	AOCI	Accumulated Deficit	NCIs
Beginning balance, common stock (in shares) at Dec. 31, 2021			76,740,000
Beginning balance, treasury stock (in shares) at Dec. 31, 2021				720,000
Beginning balance at Dec. 31, 2021	$ (64,237)	$ (64,237)	$ 77	$ (4,091)	$ 39,835	$ 0	$ (100,058)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-classified stock-based compensation	1,558	1,558			1,558
ESPP compensation and vesting of stock-based compensation (in shares)			129,000
Share repurchases and shares withheld for taxes (in shares)			(27,000)	27,000
Share repurchases and shares withheld for taxes	(157)	(157)	$ 1	$ (157)	(1)
Dividends on redeemable senior preferred stock	(7,595)	(7,595)			(7,595)
Accretion of redeemable senior preferred stock	(805)	(805)			(805)
Net income (loss)	(333)	(333)					(333)
Ending balance, common stock (in shares) at Mar. 31, 2022			76,842,000
Ending balance, treasury stock (in shares) at Mar. 31, 2022				747,000
Ending balance at Mar. 31, 2022	(71,569)	(71,569)	$ 78	$ (4,248)	32,992	0	(100,391)	0
Beginning balance, common stock (in shares) at Dec. 31, 2021			76,740,000
Beginning balance, treasury stock (in shares) at Dec. 31, 2021				720,000
Beginning balance at Dec. 31, 2021	(64,237)	(64,237)	$ 77	$ (4,091)	39,835	0	(100,058)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(838)
Ending balance, common stock (in shares) at Sep. 30, 2022			75,981,000
Ending balance, treasury stock (in shares) at Sep. 30, 2022				1,808,000
Ending balance at Sep. 30, 2022	(91,864)	(91,864)	$ 78	$ (8,765)	17,719	0	(100,896)	0
Beginning balance, common stock (in shares) at Mar. 31, 2022			76,842,000
Beginning balance, treasury stock (in shares) at Mar. 31, 2022				747,000
Beginning balance at Mar. 31, 2022	(71,569)	(71,569)	$ 78	$ (4,248)	32,992	0	(100,391)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-classified stock-based compensation	1,542	1,542			1,542
ESPP compensation and vesting of stock-based compensation (in shares)			157,000
ESPP compensation and vesting of stock-based compensation	57	57			57
Share repurchases and shares withheld for taxes (in shares)			(431,000)	431,000
Share repurchases and shares withheld for taxes	(1,922)	(1,922)		$ (1,922)
Dividends on redeemable senior preferred stock	(7,732)	(7,732)			(7,732)
Accretion of redeemable senior preferred stock	(817)	(817)			(817)
Net income (loss)	287	287					287
Ending balance, common stock (in shares) at Jun. 30, 2022			76,568,000
Ending balance, treasury stock (in shares) at Jun. 30, 2022				1,178,000
Ending balance at Jun. 30, 2022	(80,154)	(80,154)	$ 78	$ (6,170)	26,042	0	(100,104)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-classified stock-based compensation	1,104	1,104			1,104
ESPP compensation and vesting of stock-based compensation (in shares)			43,000
ESPP compensation and vesting of stock-based compensation	39	39			39
Share repurchases and shares withheld for taxes (in shares)			(630,000)	630,000
Share repurchases and shares withheld for taxes	(2,595)	(2,595)		$ (2,595)
Dividends on redeemable senior preferred stock	(8,636)	(8,636)			(8,636)
Accretion of redeemable senior preferred stock	(830)	(830)			(830)
Net income (loss)	(792)	(792)					(792)
Ending balance, common stock (in shares) at Sep. 30, 2022			75,981,000
Ending balance, treasury stock (in shares) at Sep. 30, 2022				1,808,000
Ending balance at Sep. 30, 2022	$ (91,864)	(91,864)	$ 78	$ (8,765)	17,719	0	(100,896)	0
Beginning balance, common stock (in shares) at Dec. 31, 2022	76,044,629		76,044,000
Beginning balance, treasury stock (in shares) at Dec. 31, 2022	2,341,056			2,341,000
Beginning balance at Dec. 31, 2022	$ (102,786)	(104,041)	$ 76	$ (11,559)	9,650	0	(102,208)	1,255
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-classified stock-based compensation	1,936	1,936			1,936
ESPP compensation and vesting of stock-based compensation (in shares)			517,000
ESPP compensation and vesting of stock-based compensation	37	37			37
Shares withheld for taxes (in shares)			(157,000)	157,000
Shares withheld for taxes	(777)	(777)		$ (777)
Dividends on redeemable senior preferred stock	(10,477)	(10,477)			(10,477)
Accretion of redeemable senior preferred stock	(818)	(818)			(818)
Adjustment to NCI	(403)							(403)
Foreign currency translation adjustment	24	24				24
Net income (loss)	(506)	(506)					(506)
Ending balance, common stock (in shares) at Mar. 31, 2023			76,404,000
Ending balance, treasury stock (in shares) at Mar. 31, 2023				2,498,000
Ending balance at Mar. 31, 2023	$ (113,770)	(114,622)	$ 76	$ (12,336)	328	24	(102,714)	852
Beginning balance, common stock (in shares) at Dec. 31, 2022	76,044,629		76,044,000
Beginning balance, treasury stock (in shares) at Dec. 31, 2022	2,341,056			2,341,000
Beginning balance at Dec. 31, 2022	$ (102,786)	(104,041)	$ 76	$ (11,559)	9,650	0	(102,208)	1,255
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ (1,205)
Ending balance, common stock (in shares) at Sep. 30, 2023	76,633,517		76,634,000
Ending balance, treasury stock (in shares) at Sep. 30, 2023	2,564,083			2,564,000
Ending balance at Sep. 30, 2023	$ (134,882)	(136,248)	$ 77	$ (12,577)	0	(34)	(123,714)	1,366
Beginning balance, common stock (in shares) at Mar. 31, 2023			76,404,000
Beginning balance, treasury stock (in shares) at Mar. 31, 2023				2,498,000
Beginning balance at Mar. 31, 2023	(113,770)	(114,622)	$ 76	$ (12,336)	328	24	(102,714)	852
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-classified stock-based compensation	1,746	1,746			1,746
ESPP compensation and vesting of stock-based compensation (in shares)			192,000
ESPP compensation and vesting of stock-based compensation	43	43			43
Shares withheld for taxes (in shares)			(65,000)	65,000
Shares withheld for taxes	(241)	(241)		$ (241)
Dividends on redeemable senior preferred stock	(10,934)	(10,934)			(10,934)
Accretion of redeemable senior preferred stock	(831)	(831)			(831)
Foreign currency translation adjustment	7	7				7
Reclassification of negative additional paid-in capital	0				9,648		(9,648)
Net income (loss)	(612)	(612)					(612)
Ending balance, common stock (in shares) at Jun. 30, 2023			76,531,000
Ending balance, treasury stock (in shares) at Jun. 30, 2023				2,563,000
Ending balance at Jun. 30, 2023	(124,592)	(125,444)	$ 76	$ (12,577)	0	31	(112,974)	852
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-classified stock-based compensation	1,501	1,501			1,501
ESPP compensation and vesting of stock-based compensation (in shares)			103,000
ESPP compensation and vesting of stock-based compensation	39	39	$ 1		38
Shares withheld for taxes (in shares)				1,000
Dividends on redeemable senior preferred stock	(11,348)	(11,348)			(11,348)
Accretion of redeemable senior preferred stock	(844)	(844)			(844)
Issuance of profit interests/common equity in subsidiaries	514							514
Foreign currency translation adjustment	(65)	(65)				(65)
Reclassification of negative additional paid-in capital	0				10,653		(10,653)
Net income (loss)	$ (87)	(87)					(87)
Ending balance, common stock (in shares) at Sep. 30, 2023	76,633,517		76,634,000
Ending balance, treasury stock (in shares) at Sep. 30, 2023	2,564,083			2,564,000
Ending balance at Sep. 30, 2023	$ (134,882)	$ (136,248)	$ 77	$ (12,577)	$ 0	$ (34)	$ (123,714)	$ 1,366

Fair Value

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value

Fair Value Measurements

Contingent consideration related to the Company's business combinations is estimated based on the present value of a weighted payout probability at the measurement date, which falls within Level 3 on the fair value hierarchy. The current portion of contingent consideration is included in accounts payable and accrued expenses on the Company's Unaudited Consolidated Balance Sheets and the noncurrent portion of contingent consideration is included in other noncurrent liabilities on the Company's Unaudited Consolidated Balance Sheets.

Liabilities measured at fair value on a recurring basis consisted of the following:


(in thousands)	Fair Value Hierarchy	September 30, 2023		December 31, 2022
Contingent consideration, current portion	Level 3	$	3,789	$	6,079
Contingent consideration, noncurrent portion	Level 3	8,917		2,000
Total contingent consideration		$	12,706	$	8,079

During the three and nine months ended September 30, 2023, there were no transfers into, out of, or between levels of the fair value hierarchy.

Fair Value Disclosures

Notes Receivable

Notes receivable are carried at amortized cost. Substantially all of the Company's notes receivable are secured, and the Company provides for allowances when it believes that certain notes receivable may not be collectible. The carrying value of the Company's notes receivable, net approximates fair value and was approximately $5.2 million and $4.7 million at September 30, 2023 and December 31, 2022, respectively. On the fair value hierarchy, Level 3 inputs are used to estimate the fair value of these notes receivable.

Debt Obligations

Outstanding debt obligations (see Note 8. Debt Obligations) are reflected in the Company's Unaudited 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 fair value of the term facility was estimated to be $603.0 million and $606.1 million at September 30, 2023 and December 31, 2022, respectively, and was estimated using binding and non-binding quoted prices in an active secondary market, which considers the credit risk and market related conditions, and is within Level 3 of the fair value hierarchy.

The carrying values of the other long-term debt obligations approximate fair value due to mechanisms in the credit agreements that adjust the applicable interest rates and the lack of a market for these debt obligations.

- 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

Income Taxes - Narrative (Details)	3 Months Ended		9 Months Ended
Income Taxes - Narrative (Details)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate	102.10%	188.10%	122.50%	184.20%

Property, Equipment and Software - (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, equipment and software	$ 84,467		$ 84,467		$ 87,398
Less: Accumulated depreciation	(53,208)		(53,208)		(58,409)
Property, equipment and software, net	41,851		41,851		34,687
Depreciation expense	2,763	$ 2,365	8,335	$ 6,902
Computer software
Property, Plant and Equipment [Line Items]
Property, equipment and software	71,463		71,463		64,197
Equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software	10,027		10,027		13,302
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, equipment and software	1,535		1,535		6,990
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, equipment and software	1,442		1,442		2,909
Capital work-In-progress
Property, Plant and Equipment [Line Items]
Capital work in-progress	$ 10,592		$ 10,592		$ 5,698

Loss per Common Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Loss per Common Share

The following tables set forth the computation of the Company's basic and diluted loss per common share:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands except per share amounts)	2023		2022		2023		2022
Numerator:
Net loss	$	(87)	$	(792)	$	(1,205)	$	(838)
Less: Dividends and accretion attributable to redeemable senior preferred stockholders	(12,192)		(9,466)		(35,252)		(26,415)


Net loss attributable to common stockholders	$	(12,279)	$	(10,258)	$	(36,457)	$	(27,253)
Denominator:
Basic and diluted:
Weighted-average common shares outstanding(1)	78,381		77,984		78,270		78,392
Loss per common share	$	(0.16)	$	(0.13)	$	(0.47)	$	(0.35)

(1)The weighted-average common shares outstanding includes 1,803,841 warrants (refer to Note 9. Redeemable Senior Preferred Stock and Warrants).

For the three and nine months ended September 30, 2023 and 2022, all potentially dilutive securities were anti-dilutive, so diluted net loss per share was equivalent to basic net loss per share. Potentially anti-dilutive securities that were excluded from the Company's loss per common share are as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands)	2023	2022	2023	2022
Outstanding warrants on Common Stock(1)	—	3,557	—	3,557
Outstanding options and warrants issued to adviser(2)	—	600	—	600
Restricted stock awards(3)	1,109	2,680	1,297	1,126

Outstanding stock option awards(3)	918	1,034	909	2,292
Total	2,027	7,871	2,206	7,575

(1)The warrants were issued in 2018 and were exercisable at $11.50 per share. These warrants expired on August 24, 2023.

(2)The warrants were issued in 2018 and were exercisable at $12.00 per share. These warrants expired on August 24, 2023.

(3)Granted under the 2018 Plan.

Notes Receivable - (Tables)

9 Months Ended

Sep. 30, 2023

Receivables [Abstract]

Financing Receivable, before Allowance for Credit Loss, Maturity

As of September 30, 2023, the principal payments for the Company's notes receivable are due as follows:


(in thousands)
Twelve months ending September 30,
2024	$	1,561
2025	1,350
2026	827
2027	909
After 2027	530
Total	$	5,177

Segment Information - Reconciliation of Total Operating Income (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Operating income	$ 23,506			$ 14,080			$ 59,487	$ 37,966
Interest expense	(19,997)			(13,412)			(55,461)	(37,282)
Other income, net	732			231			1,319	311
Income tax benefit (expense)	(4,328)			(1,691)			(6,550)	(1,833)
Net loss	(87)	$ (612)	$ (506)	(792)	$ 287	$ (333)	(1,205)	(838)
Operating Segments
Segment Reporting Information [Line Items]
Operating income	33,238			22,976			84,665	60,721
Corporate
Segment Reporting Information [Line Items]
Operating income	$ (9,732)			$ (8,896)			$ (25,178)	$ (22,755)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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+ Details

Redeemable Senior Preferred Stock and Warrants - Reconciliation of Temporary Equity (Details) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance (in shares)	225,000	225,000	225,000		225,000
Beginning balance	$ 240,731	$ 235,439	$ 235,579		$ 235,579
Payment of cash portion of dividend and ticking fee outstanding at December 31, 2022			(5,341)
Unpaid dividend on redeemable senior preferred stock	4,538	4,461	4,383	$ 4,234	13,382	$ 12,485
Accretion of discounts and issuance costs	$ 844	$ 831	$ 818
Cash portion of dividend outstanding at September 30, 2023					$ 6,810
Ending balance (in shares)	225,000	225,000	225,000		225,000
Ending balance	$ 252,923	$ 240,731	$ 235,439		$ 252,923

- Definition

+ References

+ Details

Debt Obligations - Narrative (Details) - Credit Agreement - Line of Credit		6 Months Ended
	Apr. 27, 2021	Jun. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	May 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Revolving Credit Facility
Debt Instrument [Line Items]
Debt, SOFR floor rate		0.0100
Interest rate during period			10.20%		8.82%
Maximum borrowing capacity		$ 65,000,000	$ 65,000,000	$ 40,000,000	$ 40,000,000
Maximum percentage of credit outstanding (as a percent)	35.00%
Net leverage ratio, period one			6.50
Net leverage ratio, period two			6.00
Net leverage ratio, period three			5.50
Revolving Credit Facility \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Interest rate during period			10.20%
Secured Debt
Debt Instrument [Line Items]
Interest rate during period			11.43%		9.82%
Secured Debt \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Interest rate during period			11.43%

Stock-based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

Stock-based compensation expense was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022


Stock-based compensation expense	$	1,501	$	1,104	$	5,183	$	4,204

Income tax benefit for stock-based compensation was immaterial for the three and nine months ended September 30, 2023 and 2022. No stock-based compensation has been capitalized.

2018 Plan

The Company's 2018 Plan initially provided for the issuance of up to 6,685,696 shares of the Company's Common Stock. On March 17, 2022, the Company's Board of Directors unanimously approved an amendment to the 2018 Plan, which was subsequently approved by our shareholders, to increase the number of shares authorized for issuance under the plan by 2,500,000 shares, resulting in 9,185,696 shares of the Company's Common Stock authorized for issuance under the plan.

2021 Stock Purchase Plan

The 2021 Stock Purchase Plan provides for up to 200,000 shares to be purchased under the plan. Shares issued under the plan may be authorized but unissued or reacquired shares of Common Stock. All employees of the Company who work more than 20 hours per week and have been employed by the Company for at least 30 days may participate in the 2021 Stock Purchase Plan.

Under the 2021 Stock Purchase Plan, participants are offered, on the first day of the offering period, the option to purchase shares of Common Stock at a discount on the last day of the offering period. The offering period shall be for a period of three months, and the first offering period began on January 10, 2022. The 2021 Stock Purchase Plan provides eligible employees the opportunity to purchase shares of the Company's Common Stock on a quarterly basis through payroll deductions at a price equal to 95% of the lesser of the fair value on the first and last trading day of each offering period. The compensation expense for the three and nine months ended September 30, 2023, was immaterial and is included in stock-based compensation in the table above.

Segment Information - Schedule of Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues:
Revenues	$ 189,015	$ 166,417	$ 556,333	$ 486,086
Depreciation and amortization:
Depreciation and amortization	17,275	17,817	53,303	52,675
Operating (loss) income:
Consolidated operating income	23,506	14,080	59,487	37,966
SMB Payments
Revenues:
Revenues	140,109	139,892	442,937	412,357
B2B Payments
Revenues:
Revenues	13,748	4,868	19,505	16,088
Enterprise Payments
Revenues:
Revenues	35,158	21,657	93,891	57,641
Operating Segments
Operating (loss) income:
Consolidated operating income	33,238	22,976	84,665	60,721
Operating Segments \| SMB Payments
Depreciation and amortization:
Depreciation and amortization	9,858	11,040	31,473	32,844
Operating (loss) income:
Consolidated operating income	11,821	13,447	35,374	39,928
Operating Segments \| B2B Payments
Depreciation and amortization:
Depreciation and amortization	772	295	1,024	441
Operating (loss) income:
Consolidated operating income	78	217	(790)	1,289
Operating Segments \| Enterprise Payments
Depreciation and amortization:
Depreciation and amortization	6,154	6,203	19,557	18,599
Operating (loss) income:
Consolidated operating income	21,339	9,312	50,081	19,504
Corporate
Depreciation and amortization:
Depreciation and amortization	491	279	1,249	791
Operating (loss) income:
Consolidated operating income	$ (9,732)	$ (8,896)	$ (25,178)	$ (22,755)

Loss per Common Share - Schedule of Antidilutive Securities (Details) - $ / shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities that were excluded from EPS (in shares)	2,027	7,871	2,206	7,575
Warrants, exercise price (in dollars per share)					$ 0.001
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrants, exercise price (in dollars per share)	$ 11.50		$ 11.50
MI Acquisitions Purchase Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrants, exercise price (in dollars per share)	$ 12.00		$ 12.00
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities that were excluded from EPS (in shares)	0	3,557	0	3,557
Outstanding options and warrants issued to adviser
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities that were excluded from EPS (in shares)	0	600	0	600
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities that were excluded from EPS (in shares)	1,109	2,680	1,297	1,126
Outstanding stock option awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities that were excluded from EPS (in shares)	918	1,034	909	2,292

Revenues (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table presents a disaggregation of our consolidated revenues by type:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Revenue Type:
Merchant card fees	$	146,974	$	137,659	$	441,142	$	405,404
Money transmission services	25,831		18,291		70,955		51,757
Outsourced services and other services	13,181		7,933		34,768		21,917
Equipment	3,029		2,534		9,468		7,008
Total revenues(1),(2)	$	189,015	$	166,417	$	556,333	$	486,086

The following table presents a disaggregation of our consolidated revenues by segment:


	Three Months Ended September 30, 2023
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB Payments	$	136,086	$	—	$	994	$	3,029	$	140,109
B2B Payments	10,837		—		2,911		—		13,748
Enterprise Payments	51		25,831		9,276		—		35,158
Total revenues	$	146,974	$	25,831	$	13,181	$	3,029	$	189,015


	Nine months ended September 30, 2023
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB Payments	$	428,318	$	—	$	5,151	$	9,468	$	442,937
B2B Payments	12,718		—		6,787		—		19,505
Enterprise Payments	106		70,955		22,830		—		93,891
Total revenues	$	441,142	$	70,955	$	34,768	$	9,468	$	556,333


	Three Months Ended September 30, 2022
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB Payments	$	136,340	$	—	$	1,018	$	2,534	$	139,892
B2B Payments	1,319		—		3,549		—		4,868
Enterprise Payments	—		18,291		3,366		—		21,657
Total revenues	$	137,659	$	18,291	$	7,933	$	2,534	$	166,417


	Nine Months Ended September 30, 2022
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB Payments	$	402,890	$	—	$	2,459	$	7,008	$	412,357
B2B Payments	2,514		—		13,574		—		16,088
Enterprise Payments	—		51,757		5,884		—		57,641
Total revenues	$	405,404	$	51,757	$	21,917	$	7,008	$	486,086

Revenues - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract with customer, liabilities	$ 0.4	$ 0.2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations, which are expected to be recognized as revenue, period (in months)	12 months

Settlement Assets and Customer/Subscriber Account Balances and Related Obligations (Tables)

9 Months Ended

Sep. 30, 2023

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

Settlement Assets

The Company's consolidated settlement assets and customer/subscriber account balances and settlement and customer/subscriber account obligations were as follows:


(in thousands)	September 30, 2023		December 31, 2022
Settlement Assets, net of estimated losses(1):
Card settlements due from merchants	$	4,768	$	444
Card settlements due from networks	6,792		—
Customer/Subscriber Account Balances:
Cash and cash equivalents	700,610		531,574

Total settlement assets and customer/subscriber account balances	$	712,170	$	532,018

Settlement and Customer/Subscriber Account Obligations:
Customer account obligations	$	672,183	$	516,086
Subscriber account obligations	28,427		15,488
Total customer/subscriber account obligations	700,610		531,574
Due to customers' payees(2)	9,458		1,766
Total settlement and customer/subscriber account obligations	$	710,068	$	533,340

(1)Allowance for estimated losses was $5.6 million and $5.0 million as of September 30, 2023 and December 31, 2022, respectively

(2)Card settlements due from networks includes $6.8 million of related assets and remainder are included in restricted cash on our Unaudited Consolidated Balance Sheets.

Settlement Obligations

The Company's consolidated settlement assets and customer/subscriber account balances and settlement and customer/subscriber account obligations were as follows:


(in thousands)	September 30, 2023		December 31, 2022
Settlement Assets, net of estimated losses(1):
Card settlements due from merchants	$	4,768	$	444
Card settlements due from networks	6,792		—
Customer/Subscriber Account Balances:
Cash and cash equivalents	700,610		531,574

Total settlement assets and customer/subscriber account balances	$	712,170	$	532,018

Settlement and Customer/Subscriber Account Obligations:
Customer account obligations	$	672,183	$	516,086
Subscriber account obligations	28,427		15,488
Total customer/subscriber account obligations	700,610		531,574
Due to customers' payees(2)	9,458		1,766
Total settlement and customer/subscriber account obligations	$	710,068	$	533,340

(1)Allowance for estimated losses was $5.6 million and $5.0 million as of September 30, 2023 and December 31, 2022, respectively

(2)Card settlements due from networks includes $6.8 million of related assets and remainder are included in restricted cash on our Unaudited Consolidated Balance Sheets.

Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ (295,513)	$ (250,890)
Weighted-average Useful Life	9 years 8 months 12 days	9 years 8 months 12 days
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Value	$ 581,003	$ 539,684
Net Carrying Value	285,490	288,794
Money Transmitter Licenses
Indefinite-lived Intangible Assets [Line Items]
Money transmission licenses	2,100	2,100
ISO and referral partner relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	182,339	175,300
Accumulated Amortization	(33,764)	(24,021)
Net Carrying Value	$ 148,575	$ 151,279
Weighted-average Useful Life	14 years 8 months 12 days	14 years 9 months 18 days
Residual buyouts
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 136,064	$ 132,325
Accumulated Amortization	(90,121)	(76,316)
Net Carrying Value	$ 45,943	$ 56,009
Weighted-average Useful Life	6 years 3 months 18 days	6 years 7 months 6 days
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 109,017	$ 96,000
Accumulated Amortization	(91,619)	(83,298)
Net Carrying Value	$ 17,398	$ 12,702
Weighted-average Useful Life	8 years 4 months 24 days	8 years 2 months 12 days
Merchant portfolios
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 83,350	$ 76,423
Accumulated Amortization	(52,711)	(43,170)
Net Carrying Value	$ 30,639	$ 33,253
Weighted-average Useful Life	6 years 6 months	6 years 8 months 12 days
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 57,639	$ 50,963
Accumulated Amortization	(21,525)	(18,566)
Net Carrying Value	$ 36,114	$ 32,397
Weighted-average Useful Life	9 years	8 years 4 months 24 days
Trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 7,104	$ 3,183
Accumulated Amortization	(2,383)	(2,129)
Net Carrying Value	$ 4,721	$ 1,054
Weighted-average Useful Life	10 years 7 months 6 days	11 years 7 months 6 days
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 3,390	$ 3,390
Accumulated Amortization	(3,390)	(3,390)
Net Carrying Value	$ 0	$ 0
Weighted-average Useful Life	0 years	0 years

Commitment and Contingencies (Tables)

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Fair Value, Net Derivative Asset (Liability), Unobservable Input Reconciliation

The following table provides a reconciliation of the beginning and ending balance of the Company's contingent consideration liabilities related to completed acquisitions:


(in thousands)	Contingent Consideration Liabilities
December 31, 2022	$	8,079
Addition of contingent consideration (related to asset acquisition)	2,100
Accretion of contingent consideration	113
Fair value adjustments due to changes in estimates of future payments	116
Payment of contingent consideration	(4,059)
March 31, 2023	6,349
Addition of contingent consideration due to resolution of contingency	7,000
Adjustment for receivable due to residual shortfall	(2,053)
Accretion of discount on contingent consideration	117


June 30, 2023	11,413
Addition of contingent consideration (related to business combination)	8,682

Accretion of discount on contingent consideration	560

Payment of contingent consideration	(7,949)
September 30, 2023	$	12,706

Redeemable Senior Preferred Stock and Warrants - Narrative (Details) - $ / shares		9 Months Ended	12 Months Ended
	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt and Equity Securities, FV-NI [Line Items]
Dividend rate (as a percent)		17.50%	15.70%
Dividend rate, floor (as a percent)	1.00%
Warrants and rights, number of shares allowed to purchase (in shares)				1,803,841
Warrants, exercise price (in dollars per share)				$ 0.001
Base Rate \| Dividend Rate 1
Debt and Equity Securities, FV-NI [Line Items]
Variable rate (as a percent)	12.00%
Secured Overnight Financing Rate (SOFR)
Debt and Equity Securities, FV-NI [Line Items]
Temporary equity, adjustment rate	0.0026
Secured Overnight Financing Rate (SOFR) \| Maximum
Debt and Equity Securities, FV-NI [Line Items]
Variable rate (as a percent)	22.50%

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 14,512	$ 15,452	$ 44,968	$ 45,773

Loss per Common Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021
Numerator:
Net loss	$ (87)	$ (612)	$ (506)	$ (792)	$ 287	$ (333)	$ (1,205)	$ (838)
Less: Dividends and accretion attributable to redeemable senior preferred stockholders	(12,192)			(9,466)			(35,252)	(26,415)
Net loss attributable to common stockholders	$ (12,279)			$ (10,258)			$ (36,457)	$ (27,253)
Basic weighted-average common stock shares outstanding (in shares)	78,381,000			77,984,000			78,270,000	78,392,000
Diluted weighted-average common stock shares outstanding (in shares)	78,381,000			77,984,000			78,270,000	78,392,000
Basic loss per common share (in dollars per share)	$ (0.16)			$ (0.13)			$ (0.47)	$ (0.35)
Diluted loss per common share (in dollars per share)	$ (0.16)			$ (0.13)			$ (0.47)	$ (0.35)
Warrants and rights, number of shares allowed to purchase (in shares)									1,803,841

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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-Section S99
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-5

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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Reference 11: http://www.xbrl.org/2003/role/exampleRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

+ Details

Revenues - Disaggregation of Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 189,015	$ 166,417	$ 556,333	$ 486,086
Other income, net	732	231	1,319	311
SMB Payments
Disaggregation of Revenue [Line Items]
Revenues	140,109	139,892	442,937	412,357
B2B Payments
Disaggregation of Revenue [Line Items]
Revenues	13,748	4,868	19,505	16,088
Enterprise Payments
Disaggregation of Revenue [Line Items]
Revenues	35,158	21,657	93,891	57,641
Other Income
Disaggregation of Revenue [Line Items]
Other income, net	9,700	200	21,900	400
Merchant card fees
Disaggregation of Revenue [Line Items]
Revenues	146,974	137,659	441,142	405,404
Merchant card fees \| SMB Payments
Disaggregation of Revenue [Line Items]
Revenues	136,086	136,340	428,318	402,890
Merchant card fees \| B2B Payments
Disaggregation of Revenue [Line Items]
Revenues	10,837	1,319	12,718	2,514
Merchant card fees \| Enterprise Payments
Disaggregation of Revenue [Line Items]
Revenues	51	0	106	0
Money transmission services
Disaggregation of Revenue [Line Items]
Revenues	25,831	18,291	70,955	51,757
Money transmission services \| SMB Payments
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Money transmission services \| B2B Payments
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Money transmission services \| Enterprise Payments
Disaggregation of Revenue [Line Items]
Revenues	25,831	18,291	70,955	51,757
Outsourced services and other services
Disaggregation of Revenue [Line Items]
Revenues	13,181	7,933	34,768	21,917
Other income, net	500	2,000	1,100	3,400
Outsourced services and other services \| SMB Payments
Disaggregation of Revenue [Line Items]
Revenues	994	1,018	5,151	2,459
Outsourced services and other services \| B2B Payments
Disaggregation of Revenue [Line Items]
Revenues	2,911	3,549	6,787	13,574
Outsourced services and other services \| Enterprise Payments
Disaggregation of Revenue [Line Items]
Revenues	9,276	3,366	22,830	5,884
Equipment
Disaggregation of Revenue [Line Items]
Revenues	3,029	2,534	9,468	7,008
Equipment \| SMB Payments
Disaggregation of Revenue [Line Items]
Revenues	3,029	2,534	9,468	7,008
Equipment \| B2B Payments
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Equipment \| Enterprise Payments
Disaggregation of Revenue [Line Items]
Revenues	$ 0	$ 0	$ 0	$ 0

Insider Trading Arrangements

3 Months Ended

9 Months Ended

Sep. 30, 2023

Trading Arrangements, by Individual

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Sean Kiewiet [Member]

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

On June 16, 2023, Sean Kiewiet, an officer of the Company as defined in Section 16 of the Exchange Act, adopted a Rule 10b5-1 trading arrangement as defined in Item 408(a) of the SEC's Regulation S-K.

Officer or Director Name and Title

Action

Plan Type

Date

Number of Shares to be sold

Expiration

Sean Kiewiet,

Chief Strategy Officer

Adopted

Rule 10b5-1

June 16, 2023

620,000

December 31, 2024

Name

Sean Kiewiet

Title

Chief Strategy Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

June 16, 2023

Arrangement Duration

564 days

Aggregate Available

620,000

Settlement Assets and Customer/Subscriber Account Balances and Related Obligations - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Merchant reserves held by sponsor banks			$ 102,900		$ 110,300
Provision for merchant losses	$ 1,600	$ 700	3,700	$ 2,800
Settlement and customer/subscriber account obligations	710,068		710,068		533,340
Enterprise Payments
Accounts, Notes, Loans and Financing Receivable [Line Items]
Deposits, agency-owned accounts	8,600		8,600		6,100
Due To ACH Payees
Accounts, Notes, Loans and Financing Receivable [Line Items]
Settlement and customer/subscriber account obligations	9,500		9,500		1,800
Due To ACH Payees \| Bank
Accounts, Notes, Loans and Financing Receivable [Line Items]
Settlement and customer/subscriber account obligations	$ 93,400		$ 93,400		$ 42,700

Unaudited Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenues	$ 189,015	$ 166,417	$ 556,333	$ 486,086
Operating expenses
Cost of revenue (excludes depreciation and amortization)	116,682	107,958	353,929	320,187
Salary and employee benefits	20,129	16,384	58,286	48,231
Depreciation and amortization	17,275	17,817	53,303	52,675
Selling, general and administrative	11,423	10,178	31,328	27,027
Total operating expenses	165,509	152,337	496,846	448,120
Operating income	23,506	14,080	59,487	37,966
Other (expense) income
Interest expense	(19,997)	(13,412)	(55,461)	(37,282)
Other income, net	732	231	1,319	311
Total other expense, net	(19,265)	(13,181)	(54,142)	(36,971)
Income before income taxes	4,241	899	5,345	995
Income tax expense	4,328	1,691	6,550	1,833
Net loss	(87)	(792)	(1,205)	(838)
Less: Dividends and accretion attributable to redeemable senior preferred stockholders	(12,192)	(9,466)	(35,252)	(26,415)
Net loss attributable to common stockholders	(12,279)	(10,258)	(36,457)	(27,253)
Other comprehensive loss
Foreign currency translation adjustments	(65)	0	(34)	0
Comprehensive loss	$ (12,344)	$ (10,258)	$ (36,491)	$ (27,253)
Loss per common share:
Basic (in dollars per share)	$ (0.16)	$ (0.13)	$ (0.47)	$ (0.35)
Diluted (in dollars per share)	$ (0.16)	$ (0.13)	$ (0.47)	$ (0.35)
Weighted-average common shares outstanding:
Basic (in shares)	78,381	77,984	78,270	78,392
Diluted (in shares)	78,381	77,984	78,270	78,392

Acquisitions - Schedule of Plastiq Business Acquisition (Details) - USD ($) $ in Thousands	Jul. 31, 2023	Nov. 18, 2022	Sep. 30, 2023	Dec. 31, 2022
Recognized amounts of assets acquired and liabilities assumed:
Goodwill			$ 375,794	$ 369,337
Plastiq
Business Acquisition [Line Items]
Cash	$ 28,500
Contingent consideration payments	8,419
Common equity of acquiring entity	330
Less: cash and restricted cash acquired	(318)
Total purchase consideration, net of cash and restricted cash acquired	36,931
Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable	881
Prepaid expenses	423
Settlement assets	8,277
Equipment, net	47
Goodwill	6,943
Intangible assets	30,460
Accounts payable and accrued expenses	(1,607)
Customer deposits	(214)
Settlement obligations	(8,279)
Total enterprise value of business acquired	36,931
Plastiq \| Customer relationships
Recognized amounts of assets acquired and liabilities assumed:
Finite-lived intangible assets acquired	13,000
Plastiq \| Referral Partner Relationships
Recognized amounts of assets acquired and liabilities assumed:
Finite-lived intangible assets acquired	7,000
Plastiq \| Technology
Recognized amounts of assets acquired and liabilities assumed:
Finite-lived intangible assets acquired	6,500
Plastiq \| Trade names
Recognized amounts of assets acquired and liabilities assumed:
Finite-lived intangible assets acquired	$ 3,900
Ovvi
Business Acquisition [Line Items]
Cash		$ 5,026
Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable		43
Goodwill		3,504
Intangible assets		2,021
Total enterprise value of business acquired		5,685
Ovvi \| Customer relationships
Recognized amounts of assets acquired and liabilities assumed:
Finite-lived intangible assets acquired		400
Ovvi \| Technology
Recognized amounts of assets acquired and liabilities assumed:
Finite-lived intangible assets acquired		1,300
Ovvi \| Trade names
Recognized amounts of assets acquired and liabilities assumed:
Finite-lived intangible assets acquired		$ 300

Debt Obligations

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Debt Obligations

Outstanding debt obligations consisted of the following:


(in thousands)	September 30, 2023		December 31, 2022
Term facility - matures April 27, 2027, interest rates of 11.43% and 9.82% at September 30, 2023 and December 31, 2022, respectively	$	606,050	$	610,700
Revolving credit facility - $65.0 million line as of September 30, 2023 and $40.0 million as of December 31, 2022, matures April 27, 2026, interest rates of 10.20% and 8.82% at September 30, 2023 and December 31, 2022, respectively	33,000		12,500
Total debt obligations	639,050		623,200
Less: current portion of long-term debt	(6,200)		(6,200)
Less: unamortized debt discounts and deferred financing costs	(16,069)		(18,074)
Long-term debt, net	$	616,781	$	598,926

Interest Expense and Amortization of Deferred Loan Costs and Discounts

Deferred financing costs and debt discounts are amortized using the effective interest method over the remaining term of the respective debt and are recorded as a component of interest expense. Unamortized deferred financing costs and debt discounts are included in long-term debt on the Company's Unaudited Consolidated Balance Sheets.

Interest expense for outstanding debt, including fees for undrawn amounts and amortization of deferred financing costs and debt discounts was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Interest expense(1),(2)	$	19,997	$	13,412	$	55,461	$	37,282

(2)Interest expense included amortization of deferred financing costs and debt discounts of $1.0 million and $2.8 million for the three and nine months ended September 30, 2023, respectively, and $0.9 million and $2.6 million for the three and nine months ended September 30, 2022, respectively.

Third Amendment to the April 2021 Credit Agreement

On June 30, 2023, the Credit Agreement of the Company was amended to incorporate the following:

■Reference rate: The reference rate for the calculation of interest on the Company’s term loan and revolving credit facility was amended from LIBOR to SOFR effective June 30, 2023. Per the amended terms, the outstanding borrowings under the Credit Agreement interest will accrue using the SOFR rate plus a term SOFR adjustment plus an applicable margin per year, subject to a SOFR floor of 1.00% per year. The applicable interest rate as of September 30, 2023, for the revolving credit facility based on one-month SOFR was 10.20% and for the term facility based on three-month SOFR was 11.43%.

■Increase in the revolving credit facility: The amendments also resulted in an increase in the Company’s revolving credit facility from $40 million to $65 million.

Debt Covenants

The Credit Agreement contains 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 loan parties to the Company, 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.

If the aggregate principal amount of outstanding revolving loans and letters of credit under the Credit Agreement exceeds 35% of the total revolving credit facility thereunder, the loan parties are required to comply with certain restrictions on its Total Net Leverage Ratio. If applicable, the maximum permitted Total Net Leverage Ratio is: 1) 6.50:1.00 at each fiscal quarter ended September 30, 2021 through June 30, 2022; 2) 6.00:1.00 at each fiscal quarter ended September 30, 2022 through June 30, 2023; and 3) 5.50:1.00 at each fiscal quarter ended September 30, 2023 each fiscal quarter thereafter. As of September 30, 2023, the Company was in compliance with the covenants in the Credit Agreement.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Stock-based Compensation - (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Equity-Based Compensation

Stock-based compensation expense was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022


Stock-based compensation expense	$	1,501	$	1,104	$	5,183	$	4,204

Stockholders' Deficit - Share Repurchase Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Number of shares repurchased (in shares)	0	1,309,374
Treasury stock acquired (in dollars per share)	$ 0	$ 4.42
Total Investment	$ 0	$ 5,791

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Jan. 01, 2022
Other Commitments [Line Items]
Purchase commitment, term			3 years
Payments for purchase obligation		$ 700
Settlement and customer/subscriber account obligations	$ 710,068	533,340
Customer account obligations
Other Commitments [Line Items]
Settlement and customer/subscriber account obligations	672,183	516,086
Capital Commitments
Other Commitments [Line Items]
Other commitment	$ 26,000	22,000
Purchase commitment, maximum contractual term	10 days
Payments to acquire interest in subsidiaries and affiliates	$ 11,600	6,900
Third-Party Processing Fees
Other Commitments [Line Items]
Purchase obligation current year	19,400
Purchase obligation year two	$ 22,000
Vendor Services
Other Commitments [Line Items]
Purchase obligation current year		1,500
Purchase obligation year two		$ 2,300

Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Goodwill [Roll Forward]
Goodwill, beginning balance		$ 369,337
Goodwill, purchase accounting adjustments		(486)
Plastiq acquisition	$ 6,943
Goodwill, ending balance	$ 375,794	$ 375,794

- Definition

+ References + Details