0001653558-25-000039 | 10-K | XBRL Viewer | Priority Technology Holdings INC

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Settlement Assets and Customer/Subscriber Account Balances and Related Obligations - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Settlement and customer/subscriber account obligations	$ 940,213	$ 755,754
SMB
Accounts, Notes, Loans and Financing Receivable [Line Items]
Merchant reserves held by sponsor banks	106,200	98,000
Provision for merchant losses	11,000	5,200	$ 4,100
B2B
Accounts, Notes, Loans and Financing Receivable [Line Items]
Provision for merchant losses	600	1,000	300
B2B \| Due To ACH Payees
Accounts, Notes, Loans and Financing Receivable [Line Items]
Settlement and customer/subscriber account obligations	1,600	1,200
B2B \| Due To ACH Payees \| Bank
Accounts, Notes, Loans and Financing Receivable [Line Items]
Settlement and customer/subscriber account obligations	64,800	69,000
Enterprise
Accounts, Notes, Loans and Financing Receivable [Line Items]
Provision for merchant losses	400	0	$ 0
Deposits, agency-owned accounts	$ 22,600	$ 19,600

Fair Value (Tables)

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets Measured on Recurring Basis

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


		Years Ended December 31,
(in thousands)	Fair Value Hierarchy	2024		2023
Contingent consideration, current portion	Level 3	$	3,891	$	5,951
Contingent consideration, noncurrent portion	Level 3	6,794		7,487
Total contingent consideration		$	10,685	$	13,438

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of 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
January 1, 2023	$	8,079
Addition of contingent consideration (related to asset acquisition)	263
Addition of contingent consideration due to resolution of contingency	7,000
Addition of contingent consideration (related to business combination)	8,419
Accretion of contingent consideration	1,658
Fair value adjustments due to changes in estimates of future payments	(19)
Payment of contingent consideration	(9,909)
Adjustment for receivable due to residual shortfall	(2,053)
December 31, 2023	$	13,438



Accretion of contingent consideration	4,339
Fair value adjustments due to changes in estimates of future payments	(1,500)
Payment of contingent consideration	(5,592)

December 31, 2024	$	10,685

Notes Receivable

12 Months Ended

Dec. 31, 2024

Receivables [Abstract]

Notes Receivable

The Company has notes receivable of $8.6 million and $5.2 million as of December 31, 2024 and 2023, respectively, which are reported as current portion of notes receivable and notes receivable less current portion on the Company's Consolidated Balance Sheets. The notes bear a weighted-average interest rate of 16.9% and 18.6% as of December 31, 2024 and 2023, respectively. 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 December 31, 2024 and 2023, the Company had no allowance for doubtful notes receivable.

As of December 31, 2024, the principal payments for the Company's notes receivables are due as follows:


(in thousands)
Year Ending December 31,
2025	$	3,638
2026	2,283
2027	1,732
2028	904
2029	—
Thereafter	—
Total	$	8,557

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 58,600	$ 39,604
Restricted cash	11,090	11,923
Accounts receivable, net of allowances of $3,045 and $5,289, respectively	67,969	58,551
Prepaid expenses and other current assets	22,990	13,273
Current portion of notes receivable, net of allowances of $0 and $0, respectively	3,638	1,468
Settlement assets and customer/subscriber account balances	940,798	756,475
Total current assets	1,105,085	881,294
Notes receivable, less current portion	4,919	3,728
Property, equipment and software, net	52,477	44,680
Goodwill	376,091	376,103
Intangible assets, net	240,874	273,350
Deferred income taxes, net	24,697	22,533
Other noncurrent assets	22,717	13,649
Total assets	1,826,860	1,615,337
Current liabilities:
Accounts payable and accrued expenses	62,149	52,643
Accrued residual commissions	37,560	33,025
Customer deposits and advance payments	2,246	3,934
Current portion of long-term debt	9,503	6,712
Settlement and customer/subscriber account obligations	940,213	755,754
Total current liabilities	1,051,671	852,068
Long-term debt, net of current portion, discounts and debt issuance costs	920,888	631,965
Other noncurrent liabilities	19,326	18,763
Total liabilities	1,991,885	1,502,796
Commitments and contingencies (Note 17)
Redeemable senior preferred stock, net of discounts and issuance costs:
Redeemable senior preferred stock, $0.001 par value per share; 250,000 shares authorized; 225,000 issued at December 31, 2024 and December 31, 2023; 0 and 225,000 outstanding at December 31, 2024 and December 31, 2023	0	258,605
Shareholders' deficit:
Preferred stock, $0.001 par value per share; 100,000,000 shares authorized; none issued or outstanding at December 31, 2024 and December 31, 2023	0	0
Common Stock,$0.001 par value per share; 1,000,000,000 shares authorized; 81,866,711 and 79,589,055 shares issued at December 31, 2024 and December 31, 2023, respectively; and 77,479,908 and 76,956,889 shares outstanding at December 31, 2024 and December 31, 2023, respectively.	77	77
Treasury stock at cost, 4,386,803 and 2,632,166 shares at December 31, 2024 and December 31, 2023, respectively	(19,607)	(12,815)
Additional paid-in capital	0	0
Accumulated other comprehensive income	(176)	(29)
Accumulated deficit	(147,134)	(134,951)
Total shareholders' deficit attributable to shareholders of Priority	(166,840)	(147,718)
Non-controlling interests in consolidated subsidiaries	1,815	1,654
Total shareholders' deficit	(165,025)	(146,064)
Total liabilities, redeemable senior preferred stock and shareholders' deficit	$ 1,826,860	$ 1,615,337

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

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Net Cash Provided by (Used in) Operating Activities [Abstract]

Net income (loss)

$ 24,015

$ (1,311)

$ (2,150)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization of assets

58,041

68,395

70,681

Stock-based compensation, ESPP, and incentive units compensation

6,118

6,769

6,228

Amortization of debt issuance costs and discounts

2,736

3,849

3,521

Debt extinguishment and modification costs

10,369

Deferred income tax benefit

(2,194)

(6,086)

(8,183)

Change in contingent consideration liability

2,839

(1,639)

2,059

Other non-cash items, net

(147)

(3,924)

Change in operating assets and liabilities:

Accounts receivable

(9,387)

24,471

(19,580)

Prepaid expenses and other current assets

(6,062)

(936)

(160)

Income taxes (receivable) payable

(3,633)

(273)

6,260

Notes receivable

(912)

377

Accounts payable and other accrued liabilities

9,562

(3,218)

19,794

Customer deposits and advance payments

(1,688)

1,102

(2,403)

Other assets and liabilities, net

(4,960)

(5,031)

(6,000)

Net cash provided by operating activities

85,609

81,256

70,518

Cash flows from investing activities:

Acquisitions of businesses, net of cash acquired

(28,222)

(4,976)

Additions to property, equipment and software

(21,693)

(21,256)

(18,882)

Notes receivable, net

(3,361)

376

(4,662)

Payments to Acquire Intangible Assets

(10,492)

(6,646)

(7,983)

Net cash used in investing activities

(35,546)

(55,748)

(36,503)

Cash flows from financing activities:

Proceeds from issuance of long-term debt, net of issue discount

945,126

49,750

Debt issuance and modification costs paid

(7,680)

(1,220)

Repayments of long-term debt

(658,835)

(6,328)

(6,200)

Borrowings under revolving credit facility

44,000

29,500

Repayments of borrowings under revolving credit facility

(56,500)

(32,000)

Redemption of senior preferred stock

(225,000)

Redemption of accumulated dividend on redeemable preferred stock

(54,557)

Redemption of redeemable non-controlling interest in subsidiary

(2,130)

Repurchases of Common Stock and shares withheld for taxes

(1,538)

(1,256)

(7,468)

Dividends paid to redeemable senior preferred stockholders

(23,646)

(24,718)

(11,459)

Proceeds from the exercise of stock options

1,816

Settlement and customer/subscriber accounts obligations, net

179,614

211,077

43,143

Payment of contingent consideration related to a business combination

(5,592)

(4,700)

(7,014)

Net cash provided by financing activities

147,578

210,105

8,502

Net increase in cash and cash equivalents, and restricted cash

197,641

235,613

42,517

Cash and cash equivalents, and restricted cash at beginning of period

796,223

560,610

518,093

Cash and cash equivalents, and restricted cash equivalents at end of period

993,864

796,223

560,610

Reconciliation of cash and cash equivalents, and restricted cash:

Cash and cash equivalents

58,600

39,604

18,454

Restricted cash

11,090

11,923

10,582

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

924,174

744,696

531,574

Total cash and cash equivalents, and restricted cash

993,864

796,223

560,610

Supplemental cash flow information:

Cash paid for interest

82,280

75,859

46,907

Cash paid for income taxes, net of refunds

19,200

12,917

6,744

Non-cash investing and financing activities:

Contingent consideration accrual

2,839

5,951

6,079

Net non-cash change in lease liability

1,549

1,520

1,722

Measurement period adjustment to purchase price

111

Acquisition of intangible asset

(4,031)

Cash portion of dividend payable and ticking fee for redeemable senior preferred stock

^[1]

(7,027)

(5,341)

Issuance of NCI

184

1,255

Adjustment to value of profit interest unit

(404)

Forfeiture of liability-classified award

325

Change in ESPP liability

$ 0

$ 143

[1]	(1)The dividend payable for year ended December 31, 2023, was paid on January 2, 2024. The dividend payable for year ended December 31, 2022, was paid on January 2, 2023.

Nature of Business and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation and Consolidation

The accompanying Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries. The Company generally utilizes the equity method of accounting when it has an ownership interest of between 20% and 50% in an entity, provided the Company is able to exercise significant influence over the investee's operations. All material intercompany balances and transactions have been eliminated in consolidation.

Occasionally, the Company issues common equity and non-voting incentive units within its subsidiaries. The Company is the majority owner of these subsidiaries and, therefore, the common equity and incentive units are deemed to be NCI. NCI is valued based on the events and methodologies including the acquisition-date fair value or the option pricing method.

To estimate the initial fair value of the incentive units, the Company utilizes future cash flow scenarios with focus on those cash flow scenarios which could result in future distributions to the NCIs. In subsequent periods, income or loss will be attributed to an NCI based on the hypothetical liquidation at book value method utilizing the terms of the operating agreement between the Company and the NCI.

As the majority owner, the Company has call rights on the incentive units issued to the NCIs. These call rights can only be executed under certain circumstances and execution is always optional at the Company's discretion. The call rights do not meet the definition of a free-standing financial instrument or derivative; thus no separate accounting is required for these call rights.

Noncontrolling Interest

NCI represents the equity interest not owned by the Company and are recorded for consolidated entities in which the Company owns less than 100% of the interests. Changes in the Company's ownership interest while the Company retains its controlling interest are accounted for as equity transactions, and upon loss of control, retained ownership interests are remeasured at fair value, with any gain or loss recognized in earnings. There was no income or loss attributable to NCI in accordance with the applicable operating agreements for any years presented.

Use of Estimates

The preparation of Consolidated Financial Statements in conformity with U.S. 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 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, Cost of Services, and Contracts with Customers and Contract Costs

The Company applies the five-step model to assess its contracts with customers. At contract inception, the Company assesses the services and goods promised in its contracts with customers and identifies the performance obligation for each promise to transfer a distinct good or service to the customer. The Company recognizes revenue when it satisfies a performance obligation by transferring a service or good to the customer in an amount to which the Company expects to be entitled (i.e., transaction price) allocated to the distinct services or goods.

The Company has elected the permitted practical expedient that allows it to use the portfolio approach for many of its contracts since this approach's impact on the financial statements, when applied to a group of contracts (or performance obligations) with similar characteristics, is not materially different from the impact of applying the revenue standard on an individual contract basis. Under the portfolio practical expedient, collectability is still assessed at the individual contract level when determining if a contract exists. The Company has elected to exclude any contracts with an original duration of one year or less and any variable consideration that meets specified criteria from its disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance.

In delivering payment services to the customer, the Company also provides a limited license agreement to the customer for the use of one or more of the Company's proprietary cloud-based software applications. The Company grants a right to use its software applications only when the customer has contracted with the Company to receive related payment services. When combined with the underlying payment services, the license and the payment services provided to the customer are a single stand-ready obligation and the Company's performance obligation is defined by each time increment, rather than by the underlying activities, (quantity and timing of which is not determinable), satisfied over time based on days elapsed.

In order to provide our payment services, we obtain authorization for the transaction and request funds settlement from the card issuing financial institution through the payment network. When third parties are involved in the transfer of services or goods to the customer, the Company considers the nature of each specific promised service or good and applies judgment to determine whether the Company controls the service or good before it is transferred to the customer or whether the Company is acting as an agent of the third party or principal to the customer. To determine whether the Company controls the service or good, it assesses indicators including: 1) which party is primarily responsible for fulfillment; 2) which party has discretion in determining pricing for the service or good; and 3) other considerations deemed to be applicable to the specific situation. Based on our assessment of these indicators, we have concluded that the promise to our customers to provide payment services is distinct from the services provided by the card issuing FIs and payment networks in connection with payment transactions. We do not have the ability to direct the use of and obtain substantially all of the benefits of the services provided by the card issuing FIs and payment networks before those services are transferred to our customer, and on that basis, we do not control those services prior to being transferred to our customer. As a result, we present our revenues net of the interchange fees retained by the card issuing FIs and the fees charged by the payment networks except for our Plastiq (B2B Payments) business where the Company is considered a merchant of record and therefore, revenue is presented on gross basis.

SMB Payments – The Company's SMB Payments segment enables the Company's customers to accept card, electronic and digital-based payments at the point of sale by providing a suite of services including authorization, settlement and funding, customer support and help-desk functions, chargeback resolution, payment security, consolidated billing and statements, and online reporting. Additionally, the Company enables customers to accept card, electronic and digital-based payments at the point of sale by providing a suite of services. The Company also earns revenue and commissions from resale of electronic POS equipment and certain subscription coupons.

Typically, revenues generated from these transactions are based on a variable percentage of the dollar amount of each transaction, and in some instances, additional fees (e.g., statement fees, annual fees and monthly minimum fees, fees for handling chargebacks, gateway fees and fees for other miscellaneous services) are charged for each transaction. The Company's sponsoring banks collect the gross merchant discount from the card holder's issuing bank, pay the interchange fees and

assessments to the payment networks and credit card associations, retain their fees, and pay to the Company the net amount which represents the Company's revenue.

B2B Payments – The Company's B2B Payments segment enables the Company's customers to automate their accounts payable and other commercial payments functions with the Company's payment services that utilize physical and virtual payment cards as well as ACH transactions. The Company also provides cost-plus-fee turn-key business process outsourcing and assists commercial customers with programs that are designed to increase acceptance of Electronic Payments. Revenues are generally earned on a per-transaction basis and are recognized by the Company over time, net of certain third-party costs for interchange fees, assessments to the payment networks, credit card associations fees, sponsor bank fees and rebates to customers.

The Company's payables management software helps businesses improve cash flow with instant access to working capital, while automating and enabling control over all aspects of accounts receivable and payable. For these transactions, the Company acts as a 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.

Enterprise Payments – The Company's Enterprise Payments segment uses payment-adjacent technologies to facilitate the acceptance of Electronic Payments from customers.

Revenue from the Enterprise Payments segment consists of the following:

•Enrollment fees: The revenue associated with enrollment fees is recognized at a point in time upon the receipt of a fully executed enrollment application, completion of the customer account setup, data verification and the constructive receipt of the applicable non-refundable fee.

•Subscription fees: The Company recognizes monthly subscription fees as recurring maintenance fees each month during the term of the client's enrollment. Revenue from transaction-based fees is recognized over time upon constructive receipt of transaction fees for payments to creditors issued via ACH payments, paper checks or wire transfers. These fees are transferred to the Company from the customer account balances, which may be maintained by the Company in money transmission license trust accounts or by partner banks.

•Interest revenue: Interest revenue is derived from certain customer balances maintained in interest bearing accounts with select partner banks.

•CRM and consulting fees: CRM license fees are recognized on a monthly basis and consulting fees are recognized over time when services are performed.

A substantial portion of this segment's revenues are earned as an agent of a third party, and therefore this earned revenue is reported as a net amount within revenue.

Interest income

Interest income generated by the Company's ordinary activities (i.e. from reserves and customer deposits) are presented within outsourced services and other services revenue. See Note 3. Revenues.

Interest income from the Company's surplus cash balances, notes receivable and other investments are included within other income. Interest on notes receivable is recognized on a monthly basis and is included in other income, net.

Transaction Price Allocated to Future Performance Obligations

ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations. However, as allowed by ASC 606, the Company has elected to exclude from this disclosure any contracts with an original duration of one year or less and any variable consideration that meets specified criteria. As described above, the Company's most significant performance obligations consist of variable consideration under a stand-ready series of distinct days of service.

Such variable consideration meets the specified criteria for the disclosure exclusion. Therefore, the majority of the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied is variable consideration that is not required for this disclosure. The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one year is not material.

Cost of Services

Costs of merchant card fees primarily consist of residual payments to agents and ISOs and other third-party costs directly attributable to payment processing. The residual payments represent commissions paid to agents and ISOs based upon a percentage of the net revenues generated from merchant transactions. Costs of outsourced services and other revenue consist of salaries directly related to outsourced services revenue, the cost of equipment (point of sale terminals) sold, and third-party fees and commissions related to the Company's ACH processing activities.

For the Plastiq (B2B Payments) business, the Company acts as merchant of record and therefore transaction processing costs, including interchange fees, are presented as costs of services.

Contracts with Customers and Contract Costs

The Company accrues and pays commission expense based on variable merchant payment volumes and for certain customer service and other services provided by its ISOs. Since commission expenses are accrued and paid to ISOs on a monthly basis after the merchant enters into a new or renewed contract, these are not deemed to be a cost to acquire a new contract but they are reported within costs of services on our Consolidated Statements of Operations and Comprehensive Loss. The ISO is typically an independent contractor or agent of the Company.

The Company may occasionally elect to buy out all or a portion of an ISO's rights to receive future commission payments related to certain merchants. Amounts paid to the ISO for these residual buyouts are capitalized and amortized over the useful life on a straight-line basis under the accounting guidance for intangible assets and included in intangible assets, net on our Consolidated Balance Sheets.

A contract with a customer creates a legal right and obligation. As the Company performs under customer contracts, its right to consideration that is unconditional is considered to be accounts receivable. If the Company's right to consideration for such performance is contingent upon a future event or satisfaction of additional performance obligations, the amount of revenues recognized in excess of the amount billed to the customer is recognized as a contract asset. Contract liabilities represent consideration received from customers in excess of revenues recognized. Material contract assets and liabilities are presented net at the individual contract level in the Consolidated Balance Sheets and are classified as current or noncurrent based on the nature of the underlying contractual rights and obligations.

The Company may receive cash payments from certain customers and vendors that require future performance obligations by the Company. Amounts associated with obligations expected to be satisfied within one year are reported in customer deposits and advance payments on the Company's Consolidated Balance Sheets and amounts associated with obligations expected to be satisfied after one year are reported as a component of other noncurrent liabilities on the Company's Consolidated Balance Sheets. These payments are subsequently recognized in the Company's Consolidated Statements of Operations and Comprehensive Loss when the Company satisfies the performance obligations required to retain and earn these deposits and advance payments.

A vendor may make an upfront payment to the Company to offset costs that the Company incurs to integrate the vendor into the Company's operations. These upfront payments are deferred by the Company and are subsequently amortized against expense in its Consolidated Statements of Operations and Comprehensive Loss as the related costs are incurred by the Company in accordance with the agreement with the vendor.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents includes highly liquid instruments with an original maturity of three months or less, and cash owned by the Company that is held in financial institutions. Restricted cash is held by the Company in financial institutions for the purpose of in-process customer settlements or reserves held per contact terms.

Accounts Receivable, net

Accounts receivable is stated net of allowance for current period credit losses for any uncollectible amounts and are amounts primarily due from the Company's sponsor banks for revenues earned, net of related interchange and processing fees, and do not bear interest. Other types of accounts receivable are from agents, merchants, card networks and other customers. Amounts due from sponsor banks are typically paid within 30 days following the end of each month.

Inventory

Notes Receivable

Notes receivable are primarily comprised of notes receivable from ISOs 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. Notes receivable are recorded at the unpaid principal balance.

Allowance for Expected Losses

Property and Equipment

Property and equipment are stated at cost, except for property and equipment acquired in a business combination, which is recorded at fair value at the time of the transaction. Depreciation is primarily calculated using the straight-line method over the estimated useful lives of the assets.

Expenditures for repairs and maintenance which do not extend the useful life of the respective assets are charged to expense as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. At the time of retirements, sales or other dispositions of property and equipment, the original cost and related accumulated depreciation are removed from the respective accounts and the gains or losses are presented as a component of income or loss from operations.


Property, equipment and software			Estimated Useful Life
Furniture and fixtures			5 - 10 years
Equipment			3 - 8 years
Computer software			2 - 5 years
Leasehold improvements			3 - 10 years

See Note 6. Property, Equipment and Software.

Costs Incurred to Develop Software for Internal Use

Costs incurred to develop or obtain internal-use software and implementation costs are accounted for in accordance with ASC 350-40, Internal-Use Software. The Company uses an agile development methodology in which feature-by-feature updates are made to its software. The costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs incurred to develop internal-use software are capitalized and amortized using the straight-line method over the estimated useful life of the software, which generally range from two to five years. Maintenance costs including those in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case such costs are capitalized and amortized using the straight-line method over the estimated useful life of the software.

Software development costs may become impaired in situations where development efforts are abandoned due to the viability of the planned project becoming doubtful or due to technological obsolescence of the planned software product. There were no impairment charges associated with internal-use software for the years ended December 31, 2024, 2023 and 2022.

For the years ended December 31, 2024, 2023 and 2022, the Company capitalized software development costs of $26.1 million, $21.3 million and $16.8 million, respectively. As of December 31, 2024 and 2023, capitalized software development costs, net of accumulated amortization, totaled $48.1 million and $40.6 million, respectively, and are included in property, equipment and software, net on the Consolidated Balance Sheets.

Amortization expense for capitalized software development costs for the years ended December 31, 2024, 2023 and 2022 was $11.8 million, $9.4 million and $6.9 million, respectively, and are included in depreciation and amortization on the Consolidated Statements of Operations and Comprehensive Loss.

Intangible Assets

Intangible assets are initially recorded at cost or fair value when acquired in connection with a business combination. The carrying value of an intangible asset acquired in an asset acquisition may subsequently be increased for contingent consideration when due to the seller and such amounts can be estimated. The portion of any unpaid purchase price that is contingent on future activities is not initially recorded by the Company on the date of acquisition. Rather, the Company recognizes contingent consideration when it becomes probable and estimable. All of the Company's intangible assets, except goodwill and money transmission licenses, have finite lives and are subject to amortization. Intangible assets consist of acquired merchant portfolios, customer relationships, ISO and referral partner relationships, residual buyouts, trade names, technology, non-compete agreements and money transmission licenses.


Intangible Asset	Nature	Estimated Useful Life
ISO and Referral Partner Relationships	Acquired relationships with ISOs and referral partners	11 – 25 years
Residual Buyouts	Surrender of rights to receive commissions by ISOs	3 – 9 years
Customer Relationships	Acquired customer relationships	2 – 10 years
Merchant Portfolios	Acquired rights to a portfolio of merchants	5 – 10 years
Technology	Acquired proprietary software and website domains	6 – 10 years
Trade Names and Non-compete Agreements	Acquired trade names and non-compete agreements	3 – 10 years
Money Transmission Licenses	Acquired licenses to collect, store, lend and send money in forty six U.S. states, the District of Columbia and two U.S. territories.	indefinite

Impairment of Long-lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. For long-lived assets, except goodwill and indefinite-lived intangibles, an impairment loss is indicated when the undiscounted future cash flows estimated to be generated by the asset group are not sufficient to recover the carrying value of the asset group. If indicated, the loss is measured as the excess of carrying value over the asset groups' fair value, as determined based on discounted future cash flows. The Company concluded there were no indications of impairment for the years ended December 31, 2024, 2023 and 2022.

Goodwill and Indefinite-lived Intangibles

The Company tests goodwill and indefinite-lived intangibles for impairment on an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit is below its carrying value. The test for impairment may be a qualitative or a quantitative analysis depending on the facts and circumstances associated with the reporting unit. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that implied fair value of the indefinite-lived intangibles or goodwill within the reporting unit is less than its carrying value.

Leases

The Company evaluates lease and service arrangements at lease inception to determine if the arrangement is a lease or contains a lease. Lease arrangements are evaluated at their commencement date to determine classification as operating or finance. Operating leases are reported as part of other noncurrent assets, accounts payable and accrued expenses and other noncurrent liabilities on the Company's Consolidated Balance Sheets. Finance leases, if applicable, are reported as part of property, equipment and software, net, and debt on the Company's Consolidated Balance Sheets. Leases with a term of twelve months or less ("short-term leases") are generally not included on the Company's Balance Sheets. The Company does not separate lease and non-lease components. Certain estimates and assumptions are made when determining the value of ROU Assets and the related liabilities, including when establishing the lease term and discount rates and variable lease payments (e.g., rent escalations tied to changes in the Producer Price Index). The lease term for all of the Company's leases includes the non-cancelable period of the lease adjusted for any renewal or termination options the Company is reasonably certain to exercise. The lease payment stream includes any rent escalation that is required under certain lease agreements. The Company's leases generally do not provide an implicit rate of interest, nor is it readily determinable by the Company, and as such the Company uses its incremental borrowing rate in determining the discounted value of the lease payments. Lease expense and depreciation expense, if applicable, are recognized on a straight-line basis over the term of the lease.

Settlement Assets and Customer/Subscriber Account Balances and Related Obligations

Settlement assets and customer/subscriber account balances and the related obligations recognized on the Company's Consolidated Balance Sheets represent intermediary balances arising in the Company's settlement process for merchants and other customers.

Debt Issuance and Modification Costs

Eligible debt issuance costs associated with the Company's credit facilities are deferred and amortized to interest expense over the term of the related debt using the effective interest method. Debt issuance costs associated with Company's term debt are presented on the Company's Consolidated Balance Sheets as a direct reduction in the carrying value of the associated debt liability.

Acquisitions

The Company uses the acquisition method of accounting for business combinations which requires assets acquired and liabilities assumed to be recognized at their fair values on the acquisition date. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired. The fair values of the assets acquired and liabilities assumed are determined based upon the valuation of the acquired business and involves making significant estimates and assumptions based on facts and circumstances that existed as of the acquisition date. The Company uses a measurement period following the acquisition date to gather information that existed as of the acquisition date that is needed to determine the fair value of the assets acquired

and liabilities assumed. The measurement period ends once all information is obtained, but no later than one year from the acquisition date.

The Company accounts for a transaction as an asset acquisition when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, or otherwise does not meet the definition of a business. Asset acquisition-related costs are capitalized as part of the asset or assets acquired.

Contingent Consideration

Contingent consideration related to the Company's business combinations are estimated based on the present value of a weighted payout probability at the measurement date using a Monte Carlo simulation model. This valuation falls within Level 3 on the fair value hierarchy. A change in inputs in the valuation techniques used might result in a significantly higher or lower fair value measurement than what is reported. The current portion of contingent consideration is included in accounts payable and accrued expenses on the Company's Consolidated Balance Sheets and the noncurrent portion of contingent consideration is included in other noncurrent liabilities on the Company's Consolidated Balance Sheets.

For asset acquisitions that do not meet the definition of a business, the portion of the unpaid purchase price that is contingent on future activities is not recorded by the Company on the date of acquisition, but when it becomes probable and can be estimated.

Accrued Residual Commissions

ISO Deposits and Loss Reserves

ISOs may partner with the Company in an exclusive partner program in which ISOs are given negotiated pricing in exchange for bearing the risk of loss. Through the arrangement, the Company accepts deposits on behalf of the ISO and a reserve account is established by the Company. All amounts maintained by the Company are included in the accompanying Consolidated Balance Sheets as other noncurrent liabilities, which are directly offset by restricted cash accounts owned by the Compan

Stock-based Compensation

The Company recognizes the cost resulting from all stock-based payment transactions in the financial statements at grant date fair value. Stock-based compensation expense is recognized over the requisite service period and is reflected in salary and

employee benefits expense on the Company's Consolidated Statements of Operations and Comprehensive Loss. Awards generally vest over three or four years and may not vest evenly over the vesting period. The effects of forfeitures are recognized as they occur. All shares issued from option exercises or vesting of PSU and RSU awards are original issuance shares and any shares withheld for taxes are repurchased by the Company.

The Company measures a liability award under a stock-based compensation payment arrangement based on the award's fair value remeasured at each reporting date until the date of settlement. Compensation cost for each period until settlement is based on the change (or a portion of the change, depending on the percentage of the requisite service that has been rendered at the reporting date) in the fair value of the instrument for each reporting period. The Company had no liability classified awards for the year ended December 31, 2024, 2023, and 2022.

Stock Options

Under the Company's 2018 Plan, the Company determines the fair value of stock options using the Black-Scholes option pricing model, which requires the use of the following subjective assumptions:

Expected volatility – Measure of the amount by which a stock price has fluctuated or is expected to fluctuate. In 2018, when the Company's outstanding stock options were granted, there was a relatively short amount of time that the Company's Common Stock (Nasdaq: PRTH) were traded on a public market, the Company utilized volatility data for the Common Stock of a peer group of comparable public companies. An increase in the expected volatility would increase the fair value of the stock option and related compensation expense.

Risk-free interest rate – U.S. Treasury rate for a stripped-principal treasury note as of the grant date having a term equal to the expected term of the stock option. An increase in the risk-free interest rate will increase the fair value of the stock option and related compensation expense.

Expected term – Period of time over which the stock options granted are expected to remain outstanding. In 2018, when the Company's outstanding stock options were granted, the Company lacked sufficient exercise information for its stock option plan since it was a newly public company. Accordingly, the Company used a method permitted by the SEC whereby the expected term was estimated to be the mid-point between the vesting dates and the expiration dates of the stock option grants. An increase in the expected term will increase the fair value of the stock option and the related compensation expense.

Dividend yield – The Company uses an amount of zero as the Company has paid no cash or stock dividends and does not anticipate doing so in the foreseeable future. An increase in the dividend yield will decrease the fair value of the stock option and the related compensation expenses.

If a participant terminates employment with the Company, vested options may be exercised for a short period of time while unvested options are forfeited. However, in any event, a stock option will expire ten years from the date of the grant.

Service-based restricted stock awards

The fair value of time-based restricted stock awards is determined based on the quoted closing price of the Company's Common Stock on the business day prior to the grant date and is recognized as compensation expense over the vesting term of the awards.

Performance-based restricted stock awards

The Company accounts for its performance-based restricted stock awards based on the quoted closing price of the Company's Common Stock on the business day prior to the grant date, adjusted for any market-based vesting criteria, and records stock-based compensation expense over the vesting term of the awards based on the probability that the performance criteria will be achieved. The performance goals may be work-related goals for the individual recipient and/or based on certain corporate performance goals. The Company reassesses the probability of vesting at each reporting period and prospectively adjusts stock-based compensation expense based on its probability assessment. Additionally, if performance goals are set or reset on an

annual basis, compensation cost is recognized in any reporting period only for performance-based restricted stock awards in which the performance goals have been established and communicated to the award recipient.

Non-voting Incentive Units

The Company issued non-voting incentive units to certain employees and partners in seven subsidiaries. These non-voting incentive units were determined to be equity and are accounted for under ASC 718 Stock Compensation. The non-voting incentive units are either fully vested when granted, or vest according to the service period and/or performance measure noted in the grant agreement. As the non-voting incentive units are vested, they are recognized as NCI to the Company, who is the majority owner of the subsidiaries.

Employee Stock Purchase Program

The 2021 Employee Stock Purchase plan authorizes the issuance of shares of the Company’s Common Stock pursuant to purchase rights granted to employees. The fair value of purchase rights issued under the Employee Stock purchase Plan is estimated using the Black-Scholes option pricing model. The model requires management to make a number of assumptions, including the fair value of the Company’s Common Stock, expected volatility, expected term, risk-free interest rate, and expected dividends. The Company records the resulting compensation expense in the Consolidated Statements of Operations and Comprehensive Loss over each three-month offering period.

Repurchased Stock

Pursuant to the provisions of ASC 505-30, Treasury Stock, the Company has elected to apply the cost method when accounting for treasury stock resulting from the repurchase of its Common Stock. Under the cost method, the gross cost of the shares reacquired is charged to a contra equity account, treasury stock. The equity accounts that were originally credited for the original share issuance, Common Stock and additional paid-in capital, remain intact. See Note 13. Shareholders' Deficit.

If the treasury shares are ever reissued in the future, proceeds in excess of repurchased cost will be credited to additional paid-in capital. Any deficiency will be charged to retained earnings (accumulated deficit), unless additional paid-in capital from previous treasury stock transactions exists, in which case the deficiency will be charged to that account, with any excess charged to retained earnings (accumulated deficit). If treasury stock is reissued in the future, a cost flow assumption (e.g., FIFO, LIFO or specific identification) will be adopted to compute excesses and deficiencies upon subsequent share reissuance.

Earnings (Loss) per Share

Basic EPS is computed by dividing net income (loss) available to Common Shareholders by the weighted-average number of shares of Common Stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution, if any, that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock, using the more dilutive of the two-class method or if-converted method. Diluted EPS excludes potential shares of Common Stock if their effect is anti-dilutive. If there is a net loss in any period, basic and diluted EPS are computed in the same manner.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings.

The Financial Accounting Standards Board, or FASB, Staff has provided additional guidance to address the accounting for the effects of the provisions related to the taxation of Global Intangible Low-Tax Income noting that companies should make an accounting policy election to recognize deferred taxes for temporary basis differences expected to reverse in future years or to

include the tax expense in the year it is incurred. The Company has made a policy election to recognize such taxes as current period expenses when incurred.

The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. The Company recognized interest and penalties associated with uncertain tax positions as a component of income tax expense.

Fair Value Measurements

The Company measures certain assets and liabilities at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-level fair value hierarchy to prioritize the inputs used to measure fair value and maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 – Quoted market prices in active markets for identical assets or liabilities as of the reporting date.

Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 – Unobservable inputs that are not corroborated by market data.

The fair values of the Company's merchant portfolios, assets and liabilities acquired in mergers and business combinations, and contingent consideration are primarily based on Level 3 inputs and are generally estimated based upon valuation techniques that include discounted cash flow analysis based on cash flow projections or Monte Carlo simulations and, for years beyond the projection period, estimates based on assumed growth rates. Assumptions are also made regarding appropriate discount rates, perpetual growth rates, and capital expenditures, among others. In certain circumstances, the discounted cash flow analysis or Monte Carlo simulation is corroborated by a market-based approach that utilizes comparable company public trading values and, where available, values observed in public market transactions.

The carrying values of accounts and notes receivable, accounts payable and accrued expenses, long-term debt, restricted cash and cash and cash equivalents, including settlement assets and the associated deposit liabilities, approximate their fair values due to either the short-term nature of such instruments or the fact that the interest rate of the debt is based upon current market rates. See Note 18. Fair Value.

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).

Concentration of Risk

A substantial portion of the Company's revenues and receivables are attributable to merchants. For the years ended December 31, 2024, 2023 and 2022, no individual merchant customer accounted for 10% or more of the Company's consolidated revenues. Most of the Company's merchant customers were referred to the Company by an ISO or other reseller partners. If the Company's agreement with an ISO allows the ISO to have merchant portability rights, the ISO can move the underlying merchant relationships to another merchant acquirer upon notice to the Company and completion of a "wind down"

period. For the years ended December 31, 2024, 2023 and 2022, merchants referred by one ISO organization with merchant portability rights generated revenue within the Company's SMB Payments reportable segment that represented approximately 6%, 15% and 21%, respectively, of the Company's consolidated revenues.

As of December 31, 2024, the Company's settlement assets and customer /subscriber account balances of $940.8 million includes cash and cash equivalents of $924.2 million related to customer account balances which are maintained in FDIC insured accounts with certain FIs. See Note 4. Settlement Assets and Customer/Subscriber Account Balances and Related Obligations.

A majority of the Company's cash and restricted cash (including subscriber account balances) is held in certain FIs, substantially all of which is in excess of FDIC limits. On at least an annual basis, the Company reviews qualitative and quantitative factors including earnings (with emphasis on return on equity and net interest margin), capitalization (with emphasis on Tier 1 and Capital ratios), asset quality (emphasis on Net charge-offs ratios), and liquidity, evaluating the performance of these FIs with their peers. The Company may shift funds as a response to risks noted and to optimize returns and costs. The Company does not believe it is exposed to any significant credit risk from these transactions.

Recently Adopted Accounting Standards

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods after December 15, 2024. The Company has adopted this guidance for the year ended December 31, 2024. This guidance only impacts the disclosures with no impact on the results of operations, financial position or cash flows.

Recently Issued Accounting Standards Pending Adoption

Income Taxes ASU 2023-09

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures. The guidance includes improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid. This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

Profit Interest ASU 2024-01

In March 2024, the FASB issued ASU 2024-01, Profit Interest and Similar Awards ("ASU 2024-01"), to improve GAAP by adding an illustrative example to demonstrate how an entity should apply the scope in paragraph 718-10-15-3 to determine whether profit interest and similar awards should be accounted for in accordance with Topic 718, Compensation- Stock Compensation. This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is in the process of evaluating the potential effects this guidance will have.

Disaggregation of Income Statement Expenses ASU 2024-03

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03") requiring additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the income statement. The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company will adopt this guidance for the year ended December 31, 2026. This guidance is expected to only impact the disclosures with no impact on the results of operations, financial position or cash flows.

Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 376,103
Plastiq adjustment	(12)
Goodwill, ending balance	$ 376,091

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
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-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Components of consolidated income tax expense were as follows:


(in thousands)	For the Years Ended December 31,
	2024		2023		2022
U.S. current income tax expense
Federal	$	12,094	$	10,624	$	10,411
State and local	3,085		3,187		2,546
Foreign	281		738		349
Total current income tax expense	$	15,460	$	14,549	$	13,306
U.S. deferred income tax (benefit) expense
Federal	$	(2,213)	$	(5,149)	$	(5,001)
State and local	(101)		(712)		(2,970)
Foreign	120		(225)		15
Total deferred income tax (benefit) expense	$	(2,194)	$	(6,086)	$	(7,956)
Total income tax expense	$	13,266	$	8,463	$	5,350

The Company's consolidated effective income tax rate was 35.6% for the year ended December 31, 2024, compared to a consolidated effective income tax rate of 118.3% for the year ended 2023. For the year ended December 31, 2022, the Company's consolidated effective income tax benefit rate was 167.2%. The effective rate for December 31, 2024 differed from the statutory rate of 21% primarily due to an increase in the valuation allowance against certain business interest carryover deferred tax assets. The effective rate for December 31, 2023 differed from the statutory federal rate of 21% primarily due to an increase in the valuation allowance against certain business interest carryover deferred tax assets. The effective rate for December 31, 2022, differed from the statutory federal rate of 21% primarily due to an increase in the valuation allowance against certain business interest carryover deferred tax assets and the finalization of prior estimates of certain intangible deferred tax liabilities resulting from the Finxera acquisition.

The following table provides a reconciliation of the consolidated income tax expense at the statutory U.S. federal tax rate to actual consolidated income tax expense:


(in thousands)	For the Years Ended December 31,
	2024		2023		2022
U.S. federal statutory expense	$	7,829	$	1,502	$	672

State and local income taxes, net	2,308		1,588		421
Foreign rate differential	98		114		142
Excess tax expense pursuant to ASU 2016-09	128		235		4
Valuation allowance changes	2,204		3,958		4,957
Nondeductible items	1,045		768		576

Intangible assets	—		—		(1,226)
Tax credits	(275)		—		(100)
Other, net	(71)		298		(96)
Income tax expense	$	13,266	$	8,463	$	5,350

Deferred income taxes reflect the expected future tax consequences of temporary differences between the financial statement carrying amount of the Company's assets and liabilities, tax credits and their respective tax bases, and loss carry forwards. The significant components of consolidated deferred income taxes were as follows:


	As of December 31,
(in thousands)	2024		2023
Deferred Tax Assets:
Accruals and reserves	$	1,566	$	1,392
Investments in partnership	2,561		689
Intangible assets	29,166		25,682
Net operating loss carryforwards	1,012		934
Interest limitation carryforwards	19,821		18,917
Other	3,832		3,982
Gross deferred tax assets	57,958		51,596
Valuation allowance	(21,625)		(19,421)
Total deferred tax assets	36,333		32,175
Deferred Tax Liabilities:
Prepaid assets	$	(1,457)	$	(1,124)
Property and equipment	(10,179)		(8,518)
Total deferred tax liabilities	(11,636)		(9,642)
Net deferred tax assets	$	24,697	$	22,533

In accordance with the provisions of ASC 740, Income Taxes, the Company provides a valuation allowance against deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The assessment considers all available positive and negative evidence and is measured quarterly. As of December 31, 2024 and 2023, the Company had a consolidated valuation allowance of approximately $21.6 million and $19.4 million, respectively, against certain deferred income tax assets related to business interest deduction carryovers and business combination costs that the Company believes are not more likely than not to be realized.

The Company recognizes the tax effects of uncertain tax positions only if such positions are more likely than not to be sustained based solely upon its technical merits at the reporting date. The Company refers to the difference between the tax benefit recognized in its financial statements and the tax benefit claimed in the income tax return as an "unrecognized tax benefit." A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


(in thousands)
Balance as of January 1, 2024	$	154
Additions based on tax positions related to the current year	—
Additions based on positions of prior years	22
Reductions for tax positions of prior years	—
Reductions related to lapse of the applicable statutes of limitations	(96)
Settlements	—
Balance as of December 31, 2024	$	80

As of December 31, 2024 and 2023, the balance of unrecognized tax benefits that, if recognized, affect our effective tax rate was immaterial. The Company continually evaluates the uncertain tax benefit associated with its uncertain tax positions. It is reasonably possible that the liability for uncertain tax benefits could decrease during the next 12 months by up to $0.1 million due to the expiration of statutes of limitations.

The Company is subject to U.S. federal income tax and income tax in multiple state jurisdictions. Tax periods for December 31, 2021 and all years thereafter remain open to examination by the federal and state taxing jurisdictions and tax periods for December 31, 2020 and all years thereafter remain open for certain state taxing jurisdictions to which the Company is subject.

At December 31, 2024 and December 31, 2023, the Company had state NOL carryforwards of approximately $19.9 million and $17.9 million, respectively, with expirations dates ranging from 2024 to 2044.

The Company has historically been impacted by the new interest deductibility rule under the Tax Act. This rule disallows interest expense to the extent it exceeds 30% of ATI, as defined. In March 2020, the CARES Act was enacted, which among other provisions, provides for the increase of the 163(j) ATI limitation from 30% to 50% for tax years 2019 and 2020. As of December 31, 2024, the Company had interest deduction limitation carryforwards of $87.6 million.

- Definition

The entire disclosure for income tax.

+ References

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-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

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

+ Details

Segment Information - Reportable Segments and Reconciliation to Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Revenues	$ 879,702	$ 755,612	$ 663,641
Costs of services (excludes depreciation and amortization)	551,621	480,307	436,753
Depreciation and amortization	58,041	68,395	70,681
Total operating expenses	746,281	674,088	607,476
Adjusted EBITDA	204,267	168,332	140,302
Reconciliation of Adjusted EBITDA to income (loss) before income taxes
Adjusted EBITDA	204,267	168,332	140,302
Depreciation and amortization	(58,041)	(68,395)	(70,681)
Interest expense	(88,948)	(76,108)	(53,554)
Debt modification and extinguishment expenses	(10,369)	0	0
Selling, general and administrative (non-recurring)	(3,510)	(9,825)	(6,639)
Non-cash stock based compensation	(6,118)	(6,768)	(6,228)
Non-cash other losses		(84)
Income before income taxes	37,281	7,152	3,200
Operating Segments
Segment Reporting Information [Line Items]
Revenues	883,098	756,593	663,641
Costs of services (excludes depreciation and amortization)	555,002	481,251	436,753
Other operating expenses	(112,829)	(116,379)	(102,653)
Depreciation and amortization	53,051	60,972	62,089
Other segment items	3,136	2,693	277
Reconciliation of Adjusted EBITDA to income (loss) before income taxes
Depreciation and amortization	(53,051)	(60,972)	(62,089)
Operating Segments \| SMB
Segment Reporting Information [Line Items]
Revenues	613,547	583,251	562,237
Costs of services (excludes depreciation and amortization)	478,451	446,188	422,387
Other operating expenses	(59,099)	(65,880)	(59,775)
Depreciation and amortization	30,865	36,715	37,193
Other segment items	2,051	1,587	161
Adjusted EBITDA	108,913	109,485	117,429
Reconciliation of Adjusted EBITDA to income (loss) before income taxes
Adjusted EBITDA	108,913	109,485	117,429
Depreciation and amortization	(30,865)	(36,715)	(37,193)
Operating Segments \| B2B
Segment Reporting Information [Line Items]
Revenues	89,103	41,156	18,890
Costs of services (excludes depreciation and amortization)	64,659	26,607	7,781
Other operating expenses	(22,317)	(14,684)	(8,297)
Depreciation and amortization	5,258	1,831	162
Other segment items	220	554	4
Adjusted EBITDA	7,605	2,250	2,978
Reconciliation of Adjusted EBITDA to income (loss) before income taxes
Adjusted EBITDA	7,605	2,250	2,978
Depreciation and amortization	(5,258)	(1,831)	(162)
Operating Segments \| Enterprise
Segment Reporting Information [Line Items]
Revenues	180,448	132,186	82,514
Costs of services (excludes depreciation and amortization)	11,892	8,456	6,585
Other operating expenses	(31,413)	(35,815)	(34,581)
Depreciation and amortization	16,928	22,426	24,734
Other segment items	865	552	112
Adjusted EBITDA	154,936	110,893	66,194
Reconciliation of Adjusted EBITDA to income (loss) before income taxes
Adjusted EBITDA	154,936	110,893	66,194
Depreciation and amortization	(16,928)	(22,426)	(24,734)
Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenues	(3,396)	(981)	0
Costs of services (excludes depreciation and amortization)	3,382	944	0
Intersegment Eliminations \| SMB
Segment Reporting Information [Line Items]
Revenues	0	0	0
Intersegment Eliminations \| B2B
Segment Reporting Information [Line Items]
Revenues	0	0	0
Intersegment Eliminations \| Enterprise
Segment Reporting Information [Line Items]
Revenues	0	0	0
Corporate Reconciling Items And Eliminations
Segment Reporting Information [Line Items]
Total operating expenses	(63,791)	(53,315)	(46,299)
Corporate items
Segment Reporting Information [Line Items]
Other operating expenses	81,832	77,402	68,070
Depreciation and amortization	4,990	7,423	8,592
Other segment items	9,669	15,720	13,179
Reconciliation of Adjusted EBITDA to income (loss) before income taxes
Depreciation and amortization	$ (4,990)	$ (7,423)	$ (8,592)

Nature of Business and Significant Accounting Policies - Schedule of Intangible Assets (Details)	Dec. 31, 2024 state territory	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, useful lives (in years)	9 years 6 months	9 years 8 months 12 days
UNITED STATES
Finite-Lived Intangible Assets [Line Items]
Number of locations money transmission services are offered \| state	46
UNITED STATES MINOR OUTLYING ISLANDS
Finite-Lived Intangible Assets [Line Items]
Number of locations money transmission services are offered \| territory	2
ISO and referral partner relationships
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, useful lives (in years)	14 years 7 months 6 days	14 years 8 months 12 days
ISO and referral partner relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, useful lives (in years)	11 years
ISO and referral partner relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, useful lives (in years)	25 years
Residual buyouts
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, useful lives (in years)	6 years 2 months 12 days	6 years 3 months 18 days
Residual buyouts \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, useful lives (in years)	3 years
Residual buyouts \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, useful lives (in years)	9 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, useful lives (in years)	8 years 4 months 24 days	8 years 4 months 24 days
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, useful lives (in years)	2 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, useful lives (in years)	10 years
Merchant Portfolios \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, useful lives (in years)	5 years
Merchant Portfolios \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, useful lives (in years)	10 years
Technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, useful lives (in years)	6 years
Technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, useful lives (in years)	10 years
Trade Names and Non-compete Agreements \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, useful lives (in years)	3 years
Trade Names and Non-compete Agreements \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, useful lives (in years)	10 years

Shareholders' Deficit - Narrative (Details) $ in Millions	12 Months Ended
Shareholders' Deficit - Narrative (Details) $ in Millions	Dec. 31, 2024 USD ($) vote shares	Dec. 31, 2023 shares	Jun. 30, 2022 USD ($) shares
Equity [Abstract]
Number of votes per share \| vote	1
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
Number of shares repurchased (in shares)	1,309,374
Total Investment \| $	$ 5.8

Debt Obligations - Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Interest expense	$ 88,948	$ 76,108	$ 53,554
Accretion expense	4,300	1,700	900
Amortization of debt discount (premium) and debt issuance costs	$ 2,700	$ 3,800	$ 3,500

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Leases - Schedule of Lease Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
2025	$ 1,531
2026	1,319
2027	1,029
2028	865
2029	683
Thereafter	5,528
Total future minimum lease payments	10,955
Amount representing imputed interest	(3,176)
Total operating lease obligations	$ 7,779	$ 6,174

Stock-based Compensation - Stock Options Activity (Details) - 2018 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Number of Shares
Outstanding, beginning balance (in shares)	876,512
Exercised (in shares)	(267,384)	0	0
Forfeited (in shares)	(14,302)
Outstanding, ending balance (in shares)	594,826	876,512
Exercisable (in shares)	594,826
Weighted-average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 6.87
Exercised (in dollars per share)	6.95
Forfeited (in dollars per share)	6.95
Outstanding, ending balance (in dollars per share)	6.84	$ 6.87
Exercisable, weighted average exercise price (in dollars per share)	$ 6.84
Weighted-average Remaining Contractual Term
Outstanding, weighted-average remaining contractual terms (in years)	3 years 10 months 24 days	4 years 10 months 24 days
Exercisable, weighted average remaining contractual term (in years)	3 years 10 months 24 days
Aggregate Intrinsic Value
Aggregate intrinsic value	$ 2,922	$ 16
Exercisable, aggregate intrinsic value	$ 2,922

Goodwill and Other Intangible Assets - Amortization Expense By Year (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 37,097
2026	36,309
2027	34,044
2028	25,710
2029	21,937
Thereafter	83,677
Total	$ 238,774

Segment Information (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information by Segment

Information on reportable segments and reconciliations to income (loss) before income taxes are as follows:


	Year Ended December 31, 2024
(in thousands)	SMB Payments			B2B Payments		Enterprise Payments		Total
Revenues	$	613,547		$	89,103	$	180,448	$	883,098
Elimination of intersegment revenues	—			—		—		(3,396)
Total consolidated revenues	$	613,547		$	89,103	$	180,448	$	879,702
Less: Cost of services (excludes depreciation and amortization)1,4	(478,451)			(64,659)		(11,892)		(555,002)
Less: Other operating expenses1,2,4	(59,099)			(22,317)		(31,413)		(112,829)
Add: Depreciation and amortization4	30,865			5,258		16,928		53,051
Add: Other segment items2,3,4	2,051			220		865		3,136
Adjustment for corporate items4	—		—	—		—		(63,791)
Adjusted EBITDA	$	108,913		$	7,605	$	154,936	$	204,267

Reconciliation of Adjusted EBITDA to income (loss) before income taxes
Adjusted EBITDA								$	204,267
Depreciation and amortization								(58,041)
Interest expense								(88,948)
Debt modification and extinguishment expenses								(10,369)
Selling, general and administrative (non-recurring)								(3,510)
Non-cash stock based compensation								(6,118)
Income before income taxes								$	37,281

1.The significant expense categories and amounts align with the segment level information regularly provided to the CODM.

2.Other operating expenses include salary and employee benefits, depreciation and amortization, and selling, general and administrative expenses.

3.Other segment items for each reportable segment include other income, net and stock based compensation expense.

4.Adjustment for corporate items include:


(in thousands)	December 31, 2024
Elimination of cost of services (excludes depreciation and amortization)	$	3,382
Other operating expenses	(81,832)
Depreciation and amortization	4,990
Other items5	9,669
	$	(63,791)

5.Other items include other income, net, stock based compensation expense, and selling, general and administrative (non-recurring expenses).


	Year Ended December 31, 2023
(in thousands)	SMB Payments			B2B Payments		Enterprise Payments		Total
Revenues	$	583,251		$	41,156	$	132,186	$	756,593
Elimination of intersegment revenues	—			—		—		(981)
Total consolidated revenues	583,251			41,156		132,186		755,612
Less: Cost of services (excludes depreciation and amortization)1,4	(446,188)			(26,607)		(8,456)		(481,251)
Less: Other operating expenses1,2,4	(65,880)			(14,684)		(35,815)		(116,379)
Add: Depreciation and amortization4	36,715			1,831		22,426		60,972
Add: Other segment items2,3,4	1,587			554		552		2,693
Adjustment for corporate items4	—		—	—		—		(53,315)
Adjusted EBITDA	$	109,485		$	2,250	$	110,893	$	168,332

Reconciliation of Adjusted EBITDA to income (loss) before income taxes
Adjusted EBITDA								$	168,332
Depreciation and amortization								(68,395)
Interest expense								(76,108)

Selling, general and administrative (non-recurring)								(9,825)
Non-cash stock based compensation								(6,768)
Non-cash other losses								(84)
Income before income taxes								$	7,152

1.The significant expense categories and amounts align with the segment level information regularly provided to the CODM.

2.Other operating expenses include salary and employee benefits, depreciation and amortization, and selling, general and administrative expenses.

3.Other segment items for each reportable segment include other income, net and stock based compensation expense.

4.Adjustment for corporate items include:


(in thousands)	December 31, 2023
Elimination of cost of services (excludes depreciation and amortization)	$	944
Other operating expenses	(77,402)
Depreciation and amortization	7,423
Other segment items3	15,720
	$	(53,315)

5.Other items include other income, net, stock based compensation expense, selling, general and administrative (non-recurring expenses) and non-cash other losses.


	Year Ended December 31, 2022
(in thousands)	SMB Payments			B2B Payments		Enterprise Payments		Total
Revenues	$	562,237		$	18,890	$	82,514	$	663,641
Elimination of intersegment revenues	—			—		—		—
Total consolidated revenues	562,237			18,890		82,514		663,641
Less: Cost of services (excludes depreciation and amortization)1,4	(422,387)			(7,781)		(6,585)		(436,753)
Less: Other operating expenses1,2,4	(59,775)			(8,297)		(34,581)		(102,653)
Add: Depreciation and amortization4	37,193			162		24,734		62,089
Add: Other segment items2,3,4	161			4		112		277
Adjustment for corporate items4	—		—	—		—		(46,299)
Adjusted EBITDA	$	117,429		$	2,978	$	66,194	$	140,302

Reconciliation of Adjusted EBITDA to income (loss) before income taxes
Adjusted EBITDA								$	140,302
Depreciation and amortization								(70,681)
Interest expense								(53,554)

Selling, general and administrative (non-recurring)								(6,639)
Non-cash stock based compensation								(6,228)

Income before income taxes								$	3,200

1.The significant expense categories and amounts align with the segment level information regularly provided to the CODM.

2.Other operating expenses include salary and employee benefits, depreciation and amortization, and selling, general and administrative expenses.

3.Other segment items for each reportable segment include other income, net and stock based compensation expense.

4.Adjustment for corporate items include:


(in thousands)	December 31, 2022
Elimination of cost of services (excludes depreciation and amortization)	$	—
Other operating expenses	(68,070)
Depreciation and amortization	8,592
Other segment items3	13,179
	$	(46,299)

Notes Receivable - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Receivables [Abstract]
Notes receivable	$ 8,600	$ 5,200
Notes receivable, average interest rate	16.90%	18.60%
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

Nature of Business and Significant Accounting Policies - Non-voting Incentive Units (Details)	12 Months Ended
	Dec. 31, 2024 subsidiary
Accounting Policies [Abstract]
Number of subsidiaries	7

Fair Value - Contingent Consideration Current and Non-Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration, current portion	$ 3,891	$ 5,951
Total contingent consideration	10,685	13,438
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration, current portion	3,891	5,951
Contingent consideration, noncurrent portion	$ 6,794	$ 7,487

Nature of Business and Significant Accounting Policies - Investments (Details) $ in Millions	Dec. 31, 2024 USD ($)
Accounting Policies [Abstract]
Investments without readily determinable fair value	$ 4.8

Nature of Business and Significant Accounting Policies - ISO Deposit and Loss Reserve (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Restricted cash	$ 5.2	$ 6.4

(Loss) Earnings per Common Share - Schedule of Antidilutive Securities (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Apr. 27, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities that were excluded from EPS (in shares)	1,561	2,080	7,694
Warrants, exercise price (in dollars per share)				$ 0.001
Outstanding warrants on common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrants, exercise price (in dollars per share)	$ 11.50
Warrants Issued To Advisor
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrants, exercise price (in dollars per share)	$ 12.00
Outstanding warrants on common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities that were excluded from EPS (in shares)	0	0	3,556
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	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)	721	1,180	2,440
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)	840	900	1,098

Revenues

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenues

Disaggregation of Revenues

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


	Years Ended December 31,
(in thousands)	2024		2023		2022
Revenue Type:
Merchant card fees	$	670,411	$	595,205	$	553,037
Money transmission services	130,123		98,137		71,536
Outsourced services and other services	67,018		49,600		29,627
Equipment	12,150		12,670		9,441
Total revenues(1)(2)	$	879,702	$	755,612	$	663,641

(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 $52.3 million, $33.4 million and $7.5 million, of interest income for the years ended December 31, 2024, 2023 and 2022, respectively, is included in outsourced services and other services revenue in the table above.

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


	Year Ended December 31, 2024
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB	$	595,104	$	—	$	6,293	$	12,150	$	613,547
B2B	75,822		—		13,281		—		89,103
Enterprise	1,989		130,123		48,336		—		180,448
Eliminations	(2,504)		—		(892)		—		(3,396)
Total revenues	$	670,411	$	130,123	$	67,018	$	12,150	$	879,702


	Year Ended December 31, 2023
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB	$	564,356	$	—	$	6,225	$	12,670	$	583,251
B2B	31,114		—		10,042		—		41,156
Enterprise	410		98,142		33,634		—		132,186
Eliminations	(675)		(5)		(301)		—		(981)
Total revenues	$	595,205	$	98,137	$	49,600	$	12,670	$	755,612


	Year Ended December 31, 2022
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB	$	549,646	$	—	$	3,150	$	9,441	$	562,237
B2B	3,390		—		15,500		—		18,890
Enterprise	1		71,536		10,977		—		82,514
Eliminations	—		—		—		—		—
Total revenues	$	553,037	$	71,536	$	29,627	$	9,441	$	663,641

Deferred revenues were not material for the years ended December 31, 2024, 2023 and 2022.

Contract Assets and Contract Liabilities

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

Contract liabilities were $0.2 million, $0.6 million and $0.2 million as of December 31, 2024, 2023, and 2022, respectively. Substantially all of these balances are recognized as revenue within 12 months.

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 $6.2 million and $0.5 million for the years ended December 31, 2024 and 2023, respectively. Impairment losses recognized on receivables or contract assets arising from the Company's contracts with customers were immaterial for the year ended December 31, 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
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
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-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

Nature of Business and Significant Accounting Policies - Concentration of Risk (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Product Information [Line Items]
Settlement assets and customer/subscriber account balances	$ 940,798	$ 756,475
Customer Account Balances
Product Information [Line Items]
Settlement assets and customer/subscriber account balances	940,800
Cash, FDIC insured amount	$ 924,200
Revenue from Contract with Customer \| Merchant Portability Rights \| SMB
Product Information [Line Items]
Concentration risk, percentage	6.00%	15.00%	21.00%

Shareholders' Deficit	12 Months Ended
Shareholders' Deficit	Dec. 31, 2024
Equity [Abstract]
Shareholders' Deficit	Shareholders' Deficit Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of the Company's Common Stock possess all voting power for the election of members of the Company's Board of Directors and all other matters requiring shareholder action and will at all times vote together as one class on all matters submitted to a vote of the Company's shareholders. Holders of the Company's Common Stock are entitled to one vote per share on matters to be voted on by shareholders. Holders of the Company's Common Stock will be entitled to receive such dividends and other distributions, if any, as may be declared from time to time by the Company's Board of Directors in its discretion. Historically, the Company has neither declared nor paid dividends. The holders of the Company's Common Stock have no conversion, preemptive or other subscription rights and there is no sinking fund or redemption provisions applicable to the Common Stock. 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 December 31, 2024, the Company has not issued any shares of preferred stock. Share Repurchase Program During the second quarter of 2022, Priority's Board of Directors authorized a general share repurchase program under which the Company may purchase up to 2,000,000 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. There have been no shares repurchased under this plan since December 2022. As of December 31, 2024, the Company has purchased 1,309,374 shares for $5.8 million under this plan.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (i)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Consolidated Statements of Changes in Stockholders' Deficit and Non-Controlling Interests - USD ($) $ in Thousands	Total	Deficit Attributable to Shareholders	Common Stock	Treasury Stock	APIC	AOCI	Accumulated Deficit	NCIs
Beginning balance (in shares) at Dec. 31, 2021			76,740,000
Beginning balance (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	6,695	6,695			6,695
ESPP compensation and vesting of stock-based compensation (in shares)			925,000
ESPP compensation and vesting of stock-based compensation	1	1	$ 1
Issuance of profit interests/common equity in subsidiaries	1,255							1,255
Share repurchases (in shares)			(1,621,000)	1,621,000
Share repurchases	(7,470)	(7,470)	$ (2)	$ (7,468)
Dividends on redeemable senior preferred stock	(33,594)	(33,594)			(33,594)
Accretion of redeemable senior preferred stock	(3,286)	(3,286)			(3,286)
Net income (loss)	(2,150)	(2,150)					(2,150)
Ending balance (in shares) at Dec. 31, 2022			76,044,000
Ending balance (in shares) at Dec. 31, 2022				2,341,000
Ending 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	6,480	6,480			6,480
ESPP compensation and vesting of stock-based compensation (in shares)			1,204,000
ESPP compensation and vesting of stock-based compensation	183	183	$ 1		182
Issuance of profit interests/common equity in subsidiaries	802							802
Shares withheld for taxes (in hares)			(291,000)	291,000
Shares withheld for taxes	(1,256)	(1,256)		$ (1,256)
Dividends on redeemable senior preferred stock	(44,404)	(44,404)			(44,404)
Accretion of redeemable senior preferred stock	(3,340)	(3,340)			(3,340)
Adjustments to NCI	403							403
Foreign currency translation adjustment	(29)	(29)				(29)
Reclassification of negative additional paid-in capital	0				31,432		(31,432)
Net income (loss)	$ (1,311)	(1,311)					(1,311)
Ending balance (in shares) at Dec. 31, 2023	76,956,889		76,957,000
Ending balance (in shares) at Dec. 31, 2023	2,632,166			2,632,000
Ending balance at Dec. 31, 2023	$ (146,064)	(147,718)	$ 77	$ (12,815)	0	(29)	(134,951)	1,654
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-classified stock-based compensation	5,957	5,957			5,957
PHOT Share issuance (in shares)			813,000
PHOT Share issuance	1	1	$ 1
Exchange for PHOT redeemable NCI (in shares)			(1,428,000)	1,428,000
Exchange for PHOT redeemable NCI	(5,257)	(5,257)	$ (2)	$ (5,255)
Return of PHOT redeemable NCI	(639)	(639)			(639)
Redemption of PHOT redeemable NCI, net of tax	3,734	3,734			3,734
ESPP compensation and vesting of stock-based compensation (in shares)			1,197,000
ESPP compensation and vesting of stock-based compensation	239	239	$ 1		238
Issuance of profit interests/common equity in subsidiaries	161							161
Shares withheld for taxes (in hares)			(326,000)	326,000
Shares withheld for taxes	(1,537)	(1,537)		$ (1,537)
Exercise of stock options (in shares)			267,000
Exercise of stock options	1,848	1,848			1,848
Dividends on redeemable senior preferred stock	(27,678)	(27,678)			(27,678)
Accretion of redeemable senior preferred stock	(16,920)	(16,920)			(16,920)
Excise tax on repurchase of redeemable senior preferred stock	(2,738)	(2,738)					(2,738)
Foreign currency translation adjustment	(147)	(147)				(147)
Reclassification of negative additional paid-in capital	0	0			33,460		(33,460)
Net income (loss)	$ 24,015						24,015
Ending balance (in shares) at Dec. 31, 2024	77,479,908		77,480,000
Ending balance (in shares) at Dec. 31, 2024	4,386,803			4,386,000
Ending balance at Dec. 31, 2024	$ (165,025)	$ (166,840)	$ 77	$ (19,607)	$ 0	$ (176)	$ (147,134)	$ 1,815

Accounts Payable and Accrued Expenses - (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Accounts Payable [Abstract]
Accrued expenses	$ 26,787	$ 12,621
Accrued card network fees	14,311	14,320
Accrued compensation	2,570	8,748
Contingent consideration, current portion	3,891	5,951
Accounts payable	14,590	11,003
Accounts payable and accrued expenses	$ 62,149	$ 52,643

Commitments and Contingencies

12 Months Ended

Dec. 31, 2024

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 that are based on the volume and dollar amounts of processed payment transactions. Some of these agreements have minimum annual requirements for processing volumes. Based on existing contracts in place at December 31, 2024, the Company is committed to pay minimum processing fees under these agreements of approximately $22.9 million in 2025 and $25.4 million in 2026.

Other Commitments

The Company committed to capital contributions to fund the operations of certain subsidiaries totaling $32.0 million and $26.0 million as of December 31, 2024 and 2023, respectively. The Company is obligated to make the contributions within 10 business days of receiving notice for such contribution from the subsidiary. As of December 31, 2024 and 2023, the Company contributed $19.7 million and $11.8 million, respectively.

The Company committed to funding notes receivables totaling $11.3 million and $3.1 million as of December 31, 2024 and 2023, respectively. The Company is obligated to fulfill requests for funding required within a certain time period once the request is received. As of December 31, 2024 and 2023, the Company funded $7.1 million and $3.1 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
January 1, 2023	$	8,079
Addition of contingent consideration (related to asset acquisition)	263
Addition of contingent consideration due to resolution of contingency	7,000
Addition of contingent consideration (related to business combination)	8,419
Accretion of contingent consideration	1,658
Fair value adjustments due to changes in estimates of future payments	(19)
Payment of contingent consideration	(9,909)
Adjustment for receivable due to residual shortfall	(2,053)
December 31, 2023	$	13,438



Accretion of contingent consideration	4,339
Fair value adjustments due to changes in estimates of future payments	(1,500)
Payment of contingent consideration	(5,592)

December 31, 2024	$	10,685

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 inside and outside 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.

The Company is a party in a case filed on October 11, 2023 in the United States District Court of Northern District of California (the “Complaint”). The Complaint is a putative class action against The Credit Wholesale Company, Inc. (“Wholesale”), Priority Technology Holdings, Inc., Priority Payment Systems (“PPS”), LLC and Wells Fargo Bank, N.A. (“Wells Fargo”). The Complaint alleges that Wholesale as an agent of Priority, PPS and Wells Fargo made non-consensual recordation of telephonic communications with California businesses in violation of California Invasion of Privacy Act (the “Act”). The Complaint seeks to certify a class of affected businesses and an award of $5,000 per violation of the Act. On January 24, 2025, the court preliminarily approved the settlement agreement entered into by the parties wherein defendants agree to pay $19.5 million to settle this litigation. Any contribution toward the settlement by the Company will be nominal, and will not have any material impact on the Company's results of operations, financial conditions or 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, 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 association.

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

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenues	$ 879,702	$ 755,612	$ 663,641
Operating expenses
Costs of services (excludes depreciation and amortization)	551,621	480,307	436,753
Salary and employee benefits	89,216	79,974	65,077
Depreciation and amortization	58,041	68,395	70,681
Selling, general and administrative	47,403	45,412	34,965
Total operating expenses	746,281	674,088	607,476
Operating income	133,421	81,524	56,165
Other expense
Interest expense	(88,948)	(76,108)	(53,554)
Debt extinguishment and modification costs	(10,369)	0	0
Other income, net	3,177	1,736	589
Total other expense, net	(96,140)	(74,372)	(52,965)
Income before income taxes	37,281	7,152	3,200
Income tax expense	13,266	8,463	5,350
Net income (loss)	24,015	(1,311)	(2,150)
Less: Dividends, accretion, and related excise tax attributable to redeemable senior preferred stockholders	(47,336)	(47,744)	(36,880)
Less: Return on redeemable NCI in consolidated subsidiary	(639)	0	0
Net loss attributable to common shareholders	(23,960)	(49,055)	(39,030)
Other comprehensive loss
Foreign currency translation adjustments	(147)	(29)	0
Comprehensive loss	$ (24,107)	$ (49,084)	$ (39,030)
Loss per common share:
Basic (in dollars per share)	$ (0.31)	$ (0.63)	$ (0.50)
Diluted (in dollars per share)	$ (0.31)	$ (0.63)	$ (0.50)
Weighted-average common shares outstanding:
Basic (in shares)	77,993	78,333	78,233
Diluted (in shares)	77,993	78,333	78,233

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2024

Accounts Payable [Abstract]

Accounts Payable and Accrued Expenses

The components of accounts payable and accrued expenses consisted of the following:


(in thousands)	December 31, 2024		December 31, 2023
Accrued expenses	$	26,787	$	12,621
Accrued card network fees	14,311		14,320
Accrued compensation	2,570		8,748
Contingent consideration, current portion	3,891		5,951
Accounts payable	14,590		11,003
Total accounts payable and accrued expenses	$	62,149	$	52,643

Nature of Business and Significant Accounting Policies - Restructuring Costs (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Accounting Policies [Abstract]
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]	Depreciation and amortization, Selling, general and administrative
Restructuring	$ 3.5
Accelerated depreciation and amortization of assets of restructured business	$ 0.3

Acquisitions - Narrative (Details) - Plastiq $ in Thousands	Jul. 31, 2023 USD ($)
Business Acquisition [Line Items]
Total consideration transferred	$ 37,000
Cash	$ 28,500

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

Components of consolidated income tax expense were as follows:


(in thousands)	For the Years Ended December 31,
	2024		2023		2022
U.S. current income tax expense
Federal	$	12,094	$	10,624	$	10,411
State and local	3,085		3,187		2,546
Foreign	281		738		349
Total current income tax expense	$	15,460	$	14,549	$	13,306
U.S. deferred income tax (benefit) expense
Federal	$	(2,213)	$	(5,149)	$	(5,001)
State and local	(101)		(712)		(2,970)
Foreign	120		(225)		15
Total deferred income tax (benefit) expense	$	(2,194)	$	(6,086)	$	(7,956)
Total income tax expense	$	13,266	$	8,463	$	5,350

Schedule of Effective Income Tax Rate Reconciliation

The following table provides a reconciliation of the consolidated income tax expense at the statutory U.S. federal tax rate to actual consolidated income tax expense:


(in thousands)	For the Years Ended December 31,
	2024		2023		2022
U.S. federal statutory expense	$	7,829	$	1,502	$	672

State and local income taxes, net	2,308		1,588		421
Foreign rate differential	98		114		142
Excess tax expense pursuant to ASU 2016-09	128		235		4
Valuation allowance changes	2,204		3,958		4,957
Nondeductible items	1,045		768		576

Intangible assets	—		—		(1,226)
Tax credits	(275)		—		(100)
Other, net	(71)		298		(96)
Income tax expense	$	13,266	$	8,463	$	5,350

Schedule of Deferred Tax Assets and Liabilities

The significant components of consolidated deferred income taxes were as follows:


	As of December 31,
(in thousands)	2024		2023
Deferred Tax Assets:
Accruals and reserves	$	1,566	$	1,392
Investments in partnership	2,561		689
Intangible assets	29,166		25,682
Net operating loss carryforwards	1,012		934
Interest limitation carryforwards	19,821		18,917
Other	3,832		3,982
Gross deferred tax assets	57,958		51,596
Valuation allowance	(21,625)		(19,421)
Total deferred tax assets	36,333		32,175
Deferred Tax Liabilities:
Prepaid assets	$	(1,457)	$	(1,124)
Property and equipment	(10,179)		(8,518)
Total deferred tax liabilities	(11,636)		(9,642)
Net deferred tax assets	$	24,697	$	22,533

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


(in thousands)
Balance as of January 1, 2024	$	154
Additions based on tax positions related to the current year	—
Additions based on positions of prior years	22
Reductions for tax positions of prior years	—
Reductions related to lapse of the applicable statutes of limitations	(96)
Settlements	—
Balance as of December 31, 2024	$	80

Stock-based Compensation - Schedule of Equity-Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 6,118	$ 6,768	$ 6,228
ESPP compensation expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	56	50	39
Incentive units compensation expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	161	288	0
2018 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	5,901	6,430	6,189
2018 Equity Incentive Plan \| Restricted stock units compensation expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	5,897	6,423	6,182
2018 Equity Incentive Plan \| Stock options compensation expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 4	$ 7	$ 7

- 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
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (a)(2)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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+ Details

Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 154
Additions based on tax positions related to the current year	0
Additions based on positions of prior years	22
Reductions for tax positions of prior years	0
Reductions related to lapse of the applicable statutes of limitations	(96)
Settlements	0
Ending balance	$ 80

Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 879,702	$ 755,612	$ 663,641
Other income, net	3,177	1,736	589
Operating Segments
Disaggregation of Revenue [Line Items]
Revenues	883,098	756,593	663,641
Operating Segments \| SMB
Disaggregation of Revenue [Line Items]
Revenues	613,547	583,251	562,237
Operating Segments \| B2B
Disaggregation of Revenue [Line Items]
Revenues	89,103	41,156	18,890
Operating Segments \| Enterprise
Disaggregation of Revenue [Line Items]
Revenues	180,448	132,186	82,514
Intersegment Eliminations
Disaggregation of Revenue [Line Items]
Revenues	(3,396)	(981)	0
Intersegment Eliminations \| SMB
Disaggregation of Revenue [Line Items]
Revenues	0	0	0
Intersegment Eliminations \| B2B
Disaggregation of Revenue [Line Items]
Revenues	0	0	0
Intersegment Eliminations \| Enterprise
Disaggregation of Revenue [Line Items]
Revenues	0	0	0
Merchant card fees
Disaggregation of Revenue [Line Items]
Revenues	670,411	595,205	553,037
Merchant card fees \| Operating Segments \| SMB
Disaggregation of Revenue [Line Items]
Revenues	595,104	564,356	549,646
Merchant card fees \| Operating Segments \| B2B
Disaggregation of Revenue [Line Items]
Revenues	75,822	31,114	3,390
Merchant card fees \| Operating Segments \| Enterprise
Disaggregation of Revenue [Line Items]
Revenues	1,989	410	1
Merchant card fees \| Intersegment Eliminations
Disaggregation of Revenue [Line Items]
Revenues	(2,504)	(675)	0
Outsourced services and other services
Disaggregation of Revenue [Line Items]
Revenues	130,123	98,137	71,536
Outsourced services and other services \| Operating Segments \| SMB
Disaggregation of Revenue [Line Items]
Revenues	0	0	0
Outsourced services and other services \| Operating Segments \| B2B
Disaggregation of Revenue [Line Items]
Revenues	0	0	0
Outsourced services and other services \| Operating Segments \| Enterprise
Disaggregation of Revenue [Line Items]
Revenues	130,123	98,142	71,536
Outsourced services and other services \| Intersegment Eliminations
Disaggregation of Revenue [Line Items]
Revenues	0	(5)	0
Money transmission services
Disaggregation of Revenue [Line Items]
Revenues	67,018	49,600	29,627
Other income, net	52,300	33,400	7,500
Money transmission services \| Operating Segments \| SMB
Disaggregation of Revenue [Line Items]
Revenues	6,293	6,225	3,150
Money transmission services \| Operating Segments \| B2B
Disaggregation of Revenue [Line Items]
Revenues	13,281	10,042	15,500
Money transmission services \| Operating Segments \| Enterprise
Disaggregation of Revenue [Line Items]
Revenues	48,336	33,634	10,977
Money transmission services \| Intersegment Eliminations
Disaggregation of Revenue [Line Items]
Revenues	(892)	(301)	0
Equipment
Disaggregation of Revenue [Line Items]
Revenues	12,150	12,670	9,441
Equipment \| Operating Segments \| SMB
Disaggregation of Revenue [Line Items]
Revenues	12,150	12,670	9,441
Equipment \| Operating Segments \| B2B
Disaggregation of Revenue [Line Items]
Revenues	0	0	0
Equipment \| Operating Segments \| Enterprise
Disaggregation of Revenue [Line Items]
Revenues	0	0	0
Equipment \| Intersegment Eliminations
Disaggregation of Revenue [Line Items]
Revenues	$ 0	$ 0	$ 0

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Equity-Based Compensation

Stock-based compensation was as follows:


	Years Ended December 31,
(in thousands)	2024		2023		2022
2018 Equity Incentive Plan
Restricted stock units compensation expense	$	5,897	$	6,423	$	6,182
Stock options compensation expense	4		7		7

Total stock-based compensation under the 2018 Equity Incentive Plan	5,901		6,430		6,189
ESPP compensation expense	56		50		39
Incentive units compensation expense	161		288		—
Total	$	6,118	$	6,768	$	6,228

Schedule of Cumulative Activity for the 2018 Plan

A summary of the activity in stock units for the 2018 Plan is as follows:


Common Stock available for issuance at January 1, 2022						3,363,040
New shares authorized for issuance						2,500,000
Stock options forfeited						221,733
RSUs granted						(2,878,949)
PSUs granted(2)						(345,000)
RSUs forfeited						353,196
PSUs forfeited						—
Shares withheld for taxes(1)						291,266
Common Stock available for issuance at December 31, 2022						3,505,286
Stock options forfeited						129,380

RSUs granted						(641,578)
PSUs granted						—
RSUs forfeited						226,100
PSUs forfeited						37,500
Shares withheld for taxes(1)						291,110
Common Stock available for issuance at December 31, 2023						3,547,798
Stock options forfeited						14,302

RSUs granted						(1,132,450)
PSUs granted						(10,753)
RSUs forfeited						403,750
PSUs forfeited						1,666
Shares withheld for taxes(1)						326,282
Common Stock available for issuance at December 31, 2024						3,150,595

(1)The number of shares surrendered to satisfy withholding taxes owed are subsequently added back to the shares available for grant under the 2018 Plan.

(2)The shares were deemed granted to calculate remaining available shares when the participants were made aware of the award in 2022 to properly account for the number of shares available for issuance. However, they were not granted for accounting purposes until 2023 once the respective performance criteria were met.

Schedule of Stock Options Roll Forward

Details about the time-based equity-classified stock options granted under the plan are as follows:


	Number of Shares	Weighted-average Exercise Price		Weighted-average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2023	876,512	$	6.87	4.9 years	$	16

Exercised	(267,384)	6.95
Forfeited(1)	(14,302)	6.95

Outstanding, December 31, 2024	594,826	6.84		3.9 years	$	2,922

Exercisable at December 31, 2024	594,826	$	6.84	3.9 years	$	2,922

(1)Forfeited includes awards for which the participant has been terminated but has 90 days from the date of termination to exercise the award based on the agreement.

Schedule of RSU and PSU Activity

Below is a summary of the Company's equity-classified RSUs and PSUs for the periods presented:


	Underlying Common Shares	Weighted-average Grant Date Fair Value
Service-based vesting:
Unvested at January 1, 2022	879,250	$	5.51
Granted(1)	2,878,948	$	6.14
Forfeited	(353,196)	$	6.04
Vested	(822,602)	$	5.44
Unvested at December 31, 2022	2,582,400	$	5.70
Granted(1)	641,578	$	3.81
Forfeited	(226,100)	$	5.44
Vested	(1,028,782)	$	5.60
Unvested at December 31, 2023	1,969,096	$	5.68
Granted(1)	1,132,450	$	4.37
Forfeited	(403,750)	$	6.37
Vested	(1,037,012)	$	5.06
Unvested at December 31, 2024	1,660,784	$	5.00

Performance-based vesting:

Unvested at January 1, 2022	99,453	$	4.46
Granted(2)	64,366	$	5.00

Vested	(64,366)	$	6.90
Unvested at December 31, 2022	99,453	$	3.24
Granted(2)	345,000	$	5.31
Forfeited	(37,500)	$	5.31
Vested	(116,958)	$	5.12
Unvested at December 31, 2023	289,995	$	5.31
Granted	10,753	$	9.30
Forfeited	(1,666)	$	5.31
Vested	(101,674)	$	5.31
Unvested at December 31, 2024	197,408	$	5.56

(1)Includes 175,720 shares with an estimated fair value of $0.6 million, 143,605 shares with an estimated fair value of $0.5 million and 228,347 shares with an estimated fair value of $1.1 million issued to non-employees in December 31, 2024, 2023 and 2022, respectively.

(2)Includes only the portions of grants for which the performance goals have been determined and communicated to the grant recipient. Any grants for which the required performance goals have not been determined and communicated to the grant recipient are not considered to have been granted for accounting purposes.

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2024	Feb. 28, 2025	Jun. 30, 2024
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Current Fiscal Year End Date	--12-31
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, $0.001 par value
Trading Symbol	PRTH
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction	false
Entity Shell Company	false
Public Float			$ 93.1
Entity Common Stock, Shares Outstanding		79,519,234
Documents Incorporated by Reference	Portions of the definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to the Annual Meeting of shareholders of Priority Technology Holdings, Inc., scheduled to be held on May 21, 2025, will be incorporated by reference in Part III of this Form 10-K. Priority Technology Holdings, Inc. intends to file such proxy statement with the Securities and Exchange Commission no later than 120 days after its fiscal year ended December 31, 2024.
Entity Central Index Key	0001653558
Amendment Flag	false
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Security Exchange Name	NASDAQ

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions In February 2019, PHOT, a subsidiary of the Company, received a contribution of substantially all of the operating assets of eTab and Cumulus under asset contribution agreements. PHOT is a part of the Company's SMB reportable segment. These contributed assets were primarily composed of technology-related assets. Prior to these transactions, eTab was 80.0% owned by the Company's Chairman and Chief Executive Officer ("CEO"). No cash consideration was paid to the contributors of the eTab or Cumulus assets on the date of the transactions. As consideration for these contributed assets, the contributors were issued redeemable non-controlling preferred equity interests ("redeemable NCIs") in PHOT. Under these redeemable NCIs, the contributors were eligible to receive up to $4.5 million of profits earned by PHOT, plus a preferred yield (6.0% per year) on any undistributed preferred equity interest ("Total Preferred Equity Interest"). Once the total preferred equity interest is distributed to the holders, the redeemable NCIs cease to exist. The Company's CEO initially owned 83.3% of the redeemable NCIs, which ownership interest was subsequently reduced to 35.3% through the CEO's disposition of interests to others. In November 2020, the Company agreed with the contributors to an exchange of shares of common stock of the Company, or cash, for the remaining undistributed Total Preferred Equity Interests of $4.8 million. An exchange valuation for the Company's common stock was established as of November 12, 2020 at the prior 20-day volume weighted average price of $2.78 per share. The exchange was contingent upon receiving approval of the Company's lenders; therefore, the binding exchange agreements were not entered into until after lender approval was received in April 2021 in connection with the debt refinancing. In May 2021, the Company entered into exchange agreements and completed the exchange of 1,428,358 shares of common stock and $0.8 million of cash for the Total Preferred Equity Interests. The CEO received 605,623 shares of common stock of the Company in exchange for his 35.3% interest, and the Company's Chief Operating Officer (“COO”) received 413,081 shares of common stock of the Company in exchange for her 24.1% interest. On October 31, 2023, a lawsuit was filed alleging that the Board breached its fiduciary duties by approving the above mentioned exchange transaction. The Company denied any wrongdoing. The lawsuit was settled on January 30, 2024, wherein the Company agreed to unwind the exchange transaction and received previously issued shares of common stock of the Company and promissory notes for the amount of cash paid from the CEO, COO and others in exchange of the reissuance of PHOT redeemable preferred units. The returned shares of common stock of the Company are recorded as treasury stock at their closing market price as of the settlement date of January 30, 2024. The reissued PHOT redeemable preferred units are recorded as redeemable NCI at their estimated fair value as of the settlement date on the Company’s Consolidated Balance Sheets. As of May 30, 2024, the Company approved redemption of PHOT redeemable preferred units for cash, common stock of the Company or a combination of both, at the sole discretion of the Company. The redeemable preferred units were accreted to their redemption value of $5.9 million as of May 30, 2024, through net loss available to common shareholders in the Company’s Statements of Operations and Comprehensive Income (Loss). The exchange value of the Company's common stock was established based on the 30-day volume weighted average close price adjusted for market illiquidity. During the quarter ended June 30, 2024, the PHOT redeemable preferred units held by the CEO were redeemed in cash for $2.1 million and the promissory notes were satisfied. During the quarter ended September 30, 2024, the PHOT redeemable preferred units held by the COO were redeemed for 408,013 shares of the Company's common stock and PHOT redeemable preferred units held by other holders were redeemed for 404,628 shares of the Company's common stock.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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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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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Schedule of Assets and Liabilities, Lessee

The ROU Assets and lease liabilities consisted of the following:


(in thousands, except weighted-average data)	Financial Statement Classification	December 31, 2024			December 31, 2023
Operating Lease ROU Assets:
Operating lease ROU Assets	Other noncurrent assets	$	7,305		$	5,427
Operating Lease Obligations:
Operating lease obligations - current	Accounts payable and accrued expenses	$	1,072		$	1,582
Operating lease obligations - noncurrent	Other noncurrent liabilities	6,707			4,592
Total operating lease obligations		$	7,779		$	6,174

Weighted-average remaining lease term in years		9.9			3.8
Weighted-average discount rate		6.5		%	5.9		%

Schedule of Lease, Cost

The Components of lease expense were as follows:


		Years Ended December 31,
(in thousands)	Financial Statement Classification	2024		2023		2022
Operating lease expense (1)	Selling, general and administrative	$	1,714	$	1,760	$	1,984

(1)Excludes expenses related to short-term leases, which was immaterial for the years ended December 31, 2024, 2023 or 2022.


		Years Ended December 31,
(in thousands)	Financial Statement Classification	2024		2023		2022
Operating cash flows from operating leases	Operating activities	$	1,952	$	1,862	$	2,131

Schedule of Lessee, Operating Lease, Liability, Maturity

Future minimum lease payments for the Company's real estate operating leases at December 31, 2024 were as follows:


(in thousands)
Year Ending December 31,	Amount Due
2025	$	1,531
2026	1,319
2027	1,029
2028	865
2029	683
Thereafter	5,528
Total future minimum lease payments	10,955
Amount representing imputed interest	(3,176)
Total future minimum lease payments, net of interest	$	7,779

Nature of Business and Significant Accounting Policies - Accrued Residual Commissions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Residual commission expenses	$ 426.6	$ 415.1	$ 396.2

Nature of Business and Significant Accounting Policies - The Business (Details)	Dec. 31, 2024 state territory
UNITED STATES
Finite-Lived Intangible Assets [Line Items]
Number of locations money transmission services are offered \| state	46
UNITED STATES MINOR OUTLYING ISLANDS
Finite-Lived Intangible Assets [Line Items]
Number of locations money transmission services are offered \| territory	2

- 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

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn January 21, 2025, PRTH’s indirect subsidiary, Priority Canada Acquisition Company, Inc. (the "acquiring entity"), acquired 100% of the equity interest in Payslate Inc. (Canada), Rentmoola Payment Solutions LLC (U.S.), and Rentmoola Payment Solutions Ltd (United Kingdom) (jointly referred as "letus business") for a total purchase consideration of $11.0 million (including earn outs of $6.5 million which is in the nature of deferred consideration). The cash consideration of $4.5 million was funded by the cash flows of the Company. Considering the timing of the acquisition, the Company has not yet completed its preliminary acquisition accounting. The letus business is engaged in processing of rent payments for property management companies in the United States and Canada. The acquisition is aimed to provide an opportunity to expand Priority's services in Canada.

Stock-based Compensation - Employee Stock Purchase Plan Narrative (Details)	Apr. 16, 2021 hour shares	Dec. 31, 2024 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
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) \| shares	200,000	45,018
Minimum number of days employed to be eligible for plan	30 days
Purchase price (as a percent)	95.00%

- 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

Income Taxes - Schedule of Components of Deferred Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred Tax Assets:
Accruals and reserves	$ 1,566	$ 1,392
Investments in partnership	2,561	689
Intangible assets	29,166	25,682
Net operating loss carryforwards	1,012	934
Interest limitation carryforwards	19,821	18,917
Other	3,832	3,982
Gross deferred tax assets	57,958	51,596
Valuation allowance	(21,625)	(19,421)
Total deferred tax assets	36,333	32,175
Deferred Tax Liabilities:
Prepaid assets	(1,457)	(1,124)
Property and equipment	(10,179)	(8,518)
Total deferred tax liabilities	(11,636)	(9,642)
Net deferred tax assets	$ 24,697	$ 22,533

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

12 Months Ended

Dec. 31, 2024

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

Schedule of 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)	December 31, 2024		December 31, 2023
Settlement Assets, net of estimated losses(1):
Card settlements due from merchants	$	2,587	$	2,705
Card settlements due from networks	12,307		8,185
Other settlement assets	1,730		889
Customer/Subscriber Account Balances:
Cash and cash equivalents	924,174		744,696

Total settlement assets and customer/subscriber account balances	$	940,798	$	756,475

Settlement and Customer/Subscriber Account Obligations:
Customer account obligations	$	897,497	$	710,775
Subscriber account obligations	26,677		33,921
Total customer/subscriber account obligations	924,174		744,696
Due to customer payees(2)	16,039		11,058
Total settlement and customer/subscriber account obligations	$	940,213	$	755,754

(1)Allowance for estimated losses was $7.9 million and $6.6 million as of December 31, 2024 and 2023, respectively.

(2)Card settlements due from networks includes $12.3 million and $8.2 million as of December 31, 2024 and 2023, respectively, of related assets and remainder are included in restricted cash on our Consolidated Balance Sheets.

Schedule of 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)	December 31, 2024		December 31, 2023
Settlement Assets, net of estimated losses(1):
Card settlements due from merchants	$	2,587	$	2,705
Card settlements due from networks	12,307		8,185
Other settlement assets	1,730		889
Customer/Subscriber Account Balances:
Cash and cash equivalents	924,174		744,696

Total settlement assets and customer/subscriber account balances	$	940,798	$	756,475

Settlement and Customer/Subscriber Account Obligations:
Customer account obligations	$	897,497	$	710,775
Subscriber account obligations	26,677		33,921
Total customer/subscriber account obligations	924,174		744,696
Due to customer payees(2)	16,039		11,058
Total settlement and customer/subscriber account obligations	$	940,213	$	755,754

(1)Allowance for estimated losses was $7.9 million and $6.6 million as of December 31, 2024 and 2023, respectively.

Redeemable Senior Preferred Stock and Warrants - Redemption Value (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Apr. 27, 2021
Temporary Equity [Abstract]
Redeemable senior preferred stock	$ 0	$ 225,000
Accumulated unpaid dividend	0	43,498
Dividend payable	0	7,027
Redemption value	0	275,525
Less: unamortized discounts and issuance costs	0	(16,920)
Redeemable senior preferred stock, net of discounts and issuance costs	$ 0	$ 258,605	$ 235,579	$ 131,400

- 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/1943274/2147478777/944-210-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

Nature of Business and Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Nature of Business and Significant Accounting Policies

The Business

Priority is a payments and banking fintech that streamlines collecting, storing, lending and sending money through its innovative commerce engine (the “Priority Commerce Engine” or “PCE”) to unlock revenue opportunities and generate operational success for businesses. Our mission is to provide a personalized financial toolset to accelerate cashflow and optimize working capital for our customers by providing merchant services, payables and banking & treasury solutions.

The Company operates from a purpose-built business platform that includes tailored customer service offerings and bespoke technology development, allowing the Company to provide end-to-end solutions for payment and payment-adjacent needs.

The Company provides its services through the following reportable segments:

•SMB Payments: Provides full-service acquiring and payment-enabled solutions for B2C transactions, leveraging Priority's proprietary software platform, distributed through ISO, direct sales and vertically focused ISV channels.

•B2B Payments: Provides market-leading AP automation solutions to corporations, software partners and industry leading FIs (including Citibank, Visa and Mastercard) in addition to improving cash flows by providing instant access to working capital.

•Enterprise Payments: Provides embedded finance and BaaS solutions to customers to modernize legacy platforms and accelerate software partners' strategies to monetize payments.

For additional information about our reportable segments, see Note 19. Segment Information.

To provide many of its services, the Company enters into agreements with payment processors which in turn, have agreements with multiple card associations. These card associations comprise an alliance aligned with insured FIs ("member banks") that work in conjunction with various local, state, territory and federal government agencies to make the rules and guidelines regarding the use and acceptance of credit and the card associations. The Company has multiple sponsorship bank agreements and is itself a registered ISO with Visa. The Company is also a registered member service provider with Mastercard. The Company's sponsorship agreements allow the capture and processing of electronic data in a format to allow such data to flow through networks for clearing and fund settlement of merchant transactions. The Company also offers money transmission services in forty six U.S. states, the District of Columbia and two U.S. territories.

Basis of Presentation and Consolidation

Use of Estimates

the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reported period. Actual results could materially differ from those estimates.

Significant Accounting Policies

Revenue Recognition

assessments to the payment networks and credit card associations, retain their fees, and pay to the Company the net amount which represents the Company's revenue.

Enterprise Payments – The Company's Enterprise Payments segment uses payment-adjacent technologies to facilitate the acceptance of Electronic Payments from customers.

Revenue from the Enterprise Payments segment consists of the following:

•Interest revenue: Interest revenue is derived from certain customer balances maintained in interest bearing accounts with select partner banks.

•CRM and consulting fees: CRM license fees are recognized on a monthly basis and consulting fees are recognized over time when services are performed.

A substantial portion of this segment's revenues are earned as an agent of a third party, and therefore this earned revenue is reported as a net amount within revenue.

Interest income

Interest income generated by the Company's ordinary activities (i.e. from reserves and customer deposits) are presented within outsourced services and other services revenue. See Note 3. Revenues.

Transaction Price Allocated to Future Performance Obligations

Cost of Services

For the Plastiq (B2B Payments) business, the Company acts as merchant of record and therefore transaction processing costs, including interchange fees, are presented as costs of services.

Contracts with Customers and Contract Costs

Contract Acquisition Costs

The Company pays certain bonuses to its ISOs for boarding incremental merchants which the Company expects to obtain benefit from in future periods. These bonuses are recorded as contract acquisition costs and are amortized over three or five years. Net contract acquisition costs were $8.7 million and $6.6 million at December 31, 2024 and December 31, 2023, respectively. Amortization expense for contract acquisition costs for the years ended December 31, 2024 and 2023 was $2.0 million and $1.0 million, respectively. Amortization expense for the year ended December 31, 2022, was immaterial.

Cash and Cash Equivalents and Restricted Cash

Accounts Receivable, net

Inventory

Inventory consists primarily of POS terminals and certain subscription coupons which is carried at the lower of cost or net realizable value. Cost is equal to the purchase price and other expenses incurred with acquiring the inventory and is substantially valued using the weighted average cost method. The carrying amount is reduced when items are determined to be obsolete/expired. For the year ended December 31, 2024, the Company had a write-off for obsolete inventory for $3.5 million. The Company had no obsolete or expired inventory for the years ended December 31, 2023 and 2022.

For the year ended December 31, 2024, the Company had inventory in transit of $7.1 million.

Notes Receivable

Allowance for Expected Losses

The Company utilizes a combination of aging and loss-rate methodologies to develop an estimate of current expected credit losses based on the nature and risks associated with the underlying asset pool. A broad range of factors are considered during the estimation of the allowance including historical losses, adjustments for current conditions and future trends. The Company may also utilize a mix of qualitative and quantitative risk factors within its estimation. The allowance for expected loss from accounts receivable was $3.0 million and $5.3 million at December 31, 2024 and December 31, 2023, respectively. As of December 31, 2024 and December 31, 2023, there was no allowance for expected loss on notes receivable. See Note 5. Notes Receivable. As of December 31, 2024 and December 31, 2023, the allowance for expected losses on settlement assets was $7.9 million and $6.6 million, respectively. See Note 4. Settlement Assets and Customer/Subscriber Account Balances and Related Obligations. A reconciliation of the beginning and ending amount of allowance for expected losses is as follows for the year ended December 31, 2024:


(in thousands)	Trade Receivables		Settlement assets
Balance at January 1, 2024	$	(5,289)	$	(6,558)
Charge-offs (recoveries), net	6,152		11,707
Provision	(3,908)		(13,085)
Balance at December 31, 2024	$	(3,045)	$	(7,936)

The Company has elected not to measure expected losses for accrued interest on notes receivable but instead recognize losses for accrued interest within the period losses are incurred.

Customer Deposits and Advance Payments

Investments

During the year ended December 31, 2024, the Company made an investment in an equity security, carried at the cost of $4.8 million within other noncurrent assets. The fair value of this security is not readily determinable.

Property and Equipment


Property, equipment and software			Estimated Useful Life
Furniture and fixtures			5 - 10 years
Equipment			3 - 8 years
Computer software			2 - 5 years
Leasehold improvements			3 - 10 years

See Note 6. Property, Equipment and Software.

Costs Incurred to Develop Software for Internal Use

Intangible Assets


Intangible Asset	Nature	Estimated Useful Life
ISO and Referral Partner Relationships	Acquired relationships with ISOs and referral partners	11 – 25 years
Residual Buyouts	Surrender of rights to receive commissions by ISOs	3 – 9 years
Customer Relationships	Acquired customer relationships	2 – 10 years
Merchant Portfolios	Acquired rights to a portfolio of merchants	5 – 10 years
Technology	Acquired proprietary software and website domains	6 – 10 years
Trade Names and Non-compete Agreements	Acquired trade names and non-compete agreements	3 – 10 years
Money Transmission Licenses	Acquired licenses to collect, store, lend and send money in forty six U.S. states, the District of Columbia and two U.S. territories.	indefinite

Impairment of Long-lived Assets

Goodwill and Indefinite-lived Intangibles

The Company tests goodwill and indefinite-lived intangibles for impairment on an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit is below its carrying value. The test for impairment may be a qualitative or a quantitative analysis depending on the facts and circumstances associated with the reporting unit. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that implied fair value of the indefinite-

lived intangibles or goodwill within the reporting unit is less than its carrying value. See Note 7. Goodwill and Other Intangible Assets for further information.

Leases

Settlement Assets and Customer/Subscriber Account Balances and Related Obligations

Debt Issuance and Modification Costs

Restructuring Costs

The Company's Management approved a plan to restructure the business of its wholly owned subsidiary, PayRight. PayRight's business activity included advancing funds to customers, which did not generate the desired financial results due to changes in the economic environment, particularly the cost of capital. The restructuring plan included termination of the advancing business effective June 30, 2024. The Company included costs related to this restructuring within selling, general and administrative operating expenses and depreciation and amortization within its Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2023. The costs include allowance for certain advances whose recoverability was impacted by the restructuring of $3.5 million and $0.3 million for accelerated depreciation and amortization of assets of the restructured business.

Acquisitions

Business Combinations and Asset Acquisitions

and liabilities assumed. The measurement period ends once all information is obtained, but no later than one year from the acquisition date.

Contingent Consideration

Non-controlling Interests

Accrued Residual Commissions

Accrued residual commissions consist of amounts due to ISOs and independent sales agents based on a percentage of the net revenues generated from the Company's merchant customers referred by the respective ISO and independent sales agent. Percentages vary based on the program type and transaction volume of each merchant. Residual commission expenses were $426.6 million, $415.1 million and $396.2 million, respectively, for the years ended December 31, 2024, 2023 and 2022, and are included in costs of services in the accompanying Consolidated Statements of Operations and Comprehensive Loss.

ISO Deposit and Loss Reserve

Stock-based Compensation

Stock Options

Under the Company's 2018 Plan, the Company determines the fair value of stock options using the Black-Scholes option pricing model, which requires the use of the following subjective assumptions:

Service-based restricted stock awards

Performance-based restricted stock awards

Non-voting Incentive Units

Employee Stock Purchase Program

Repurchased Stock

Earnings (Loss) per Share

Income Taxes

include the tax expense in the year it is incurred. The Company has made a policy election to recognize such taxes as current period expenses when incurred.

Fair Value Measurements

Level 1 – Quoted market prices in active markets for identical assets or liabilities as of the reporting date.

Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 – Unobservable inputs that are not corroborated by market data.

Foreign Currency

Concentration of Risk

Recently Adopted Accounting Standards

Segment Reporting

Recently Issued Accounting Standards Pending Adoption

Income Taxes ASU 2023-09

Profit Interest ASU 2024-01

Disaggregation of Income Statement Expenses ASU 2024-03

(Loss) Earnings per Common Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Apr. 27, 2021
Numerator:
Net income (loss)	$ 24,015	$ (1,311)	$ (2,150)
Less: Dividends, accretion, and related excise tax attributable to redeemable senior preferred stockholders	(47,336)	(47,744)	(36,880)
Less: NCI preferred unit redemptions	(639)	0	0
Less: Earnings attributable to NCI	0	0	0
Net loss attributable to common shareholders	$ (23,960)	$ (49,055)	$ (39,030)
Basic and diluted:
Weighted-average common shares outstanding - Basic (in shares)	77,993,000	78,333,000	78,233,000
Weighted-average common shares outstanding - Diluted (in shares)	77,993,000	78,333,000	78,233,000
Loss per common share - Basic (in dollars per share)	$ (0.31)	$ (0.63)	$ (0.50)
Loss per common share - Diluted (in dollars per share)	$ (0.31)	$ (0.63)	$ (0.50)
Warrants and rights, number of shares allowed to purchase (in shares)				1,803,841

Debt Obligations - Narrative (Details)								12 Months Ended
Debt Obligations - Narrative (Details)	Nov. 21, 2024 USD ($)	Nov. 20, 2024 USD ($)	May 16, 2024 USD ($)	Oct. 02, 2023 USD ($)	Oct. 01, 2023 USD ($)	Sep. 17, 2021 USD ($)	Apr. 27, 2021 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)	Jun. 29, 2023 USD ($)
Debt Instrument [Line Items]
Write off of unamortized fees			$ 3,900,000
Write-off of deferred loan costs and discount			4,800,000
2024 Credit Agreement \| Term Facility
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 835,000,000
Debt instrument, interest rate			0.50%
Unused commitment fee percentage			0.50%
2024 Credit Agreement \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 950,000,000.0		$ 70,000,000					$ 70,000,000.0
Write off of unamortized fees	1,000,000.0
Write-off of deferred loan costs and discount	700,000
Maximum percentage of credit outstanding (as a percent)								35.00%
Debt instrument, covenant, maximum net leverage ratio, period one								6.90
Debt instrument, covenant, maximum net leverage ratio, period two								6.40
Increase in borrowing capacity	115,000,000
Principal amortization payment	$ 2,400,000	$ 2,100,000
2021 Credit Agreement
Debt Instrument [Line Items]
Debt instrument, interest rate							1.00%
2021 Credit Agreement \| Term Facility
Debt Instrument [Line Items]
Maximum borrowing capacity							$ 290,000,000
Face amount of debt							300,000,000
2021 Credit Agreement \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity						$ 320,000,000	$ 40,000,000		$ 65,000,000.0	$ 65,000,000	$ 40,000,000
Unused commitment fee percentage							0.50%
Increase in borrowing capacity				$ 50,000,000		$ 30,000,000
Principal amortization payment					$ 1,600,000
Amortization of debt issuance costs, quarterly payment				$ 1,700,000

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The final purchase price allocation is set forth in the table below:


(in thousands)
Consideration:
Cash	$	28,500
Contingent consideration payments (1)	8,419
Common equity of the Acquiring Entity	330
Less: cash and restricted cash acquired	(278)
Total purchase consideration, net of cash and restricted cash acquired	$	36,971

Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable	$	831
Prepaid expenses	490
Settlement assets	8,277
Equipment, net	47
Goodwill(3)	7,240
Intangible assets(2)	30,460
Accounts payable and accrued expenses	(1,881)
Customer deposits	(214)
Settlement obligations	(8,279)
Total purchase consideration	$	36,971

(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.

(3)During the first and second quarters of 2024, the Company recorded immaterial measurement period adjustments due to a pre-acquisition tax accrual and security deposit which resulted in an adjustment to goodwill, accounts payable and accrued expenses, and prepaid expenses

Debt Obligations

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Debt Obligations

Outstanding debt obligations consisted of the following:


(in thousands)	December 31, 2024		December 31, 2023
2024 Credit Agreement
Term facility - matures May 16, 2031, interest rate of 9.11% at December 31, 2024	$	945,537	$	—
Revolving credit facility - $70.0 million line matures May 16, 2029, interest rate of 8.61% at December 31, 2024	—		—
2021 Credit Agreement - refinanced on May 16, 2024
Term facility - original maturity April 27, 2027, interest rate of 11.21% at December 31, 2023	—		654,373
Revolving credit facility - $65.0 million line, original Maturity April 27, 2026, interest rate of 10.20% at December 31, 2023	—		—




Total debt obligations	945,537		654,373
Less: current portion of long-term debt	(9,503)		(6,712)
Less: unamortized debt discounts and deferred financing costs	(15,146)		(15,696)
Long-term debt, net	$	920,888	$	631,965

Contractual Maturities

Based on terms and conditions existing at December 31, 2024, future minimum principal payments for long-term debt are as follows:


(in thousands)			Revolving Credit Facility
December 31,	Term Facility				Total Principal Due
2025	$	9,503	$	—	$	9,503
2026	9,503		—		9,503
2027	9,503		—		9,503
2028	9,503		—		9,503
2029	9,503		—		9,503
Thereafter	898,022		—		898,022
Total	$	945,537	$	—	$	945,537

Additionally, the Company may be obligated to make certain additional mandatory prepayments after the end of each year based on excess cash flow, as defined in the 2024 Credit Agreement.

2024 Credit Agreement

On May 16, 2024, the Company entered into a Credit Agreement ("2024 Credit Agreement") which provides 1) a $835.0 million senior secured first lien term loan facility ; and 2) a $70.0 million senior secured revolving facility ("Credit facilities"). Proceeds from these Credit facilities were used to repay the outstanding balances under the 2021 Credit Agreement and redeem a portion of the Company's redeemable senior preferred stock (see Note 11. Redeemable Securities). In accordance with ASC 470, the Company determined on a creditor-by-creditor basis that the 2024 Credit Agreement was both a debt modification and extinguishment of the 2021 Credit Agreement.

The Company expensed $3.9 million of previously unamortized fees and $4.8 million of debt issuance costs related to the refinancing which is reported in debt extinguishment and modification in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).

Outstanding borrowings under the Credit agreement accrue interest using a base rate or a SOFR rate plus an applicable margin per year, subject to a SOFR rate floor of 0.50% per year. The revolving credit facility incurs an unused commitment fee on any undrawn amount in an amount equal to 0.50% per year of the unused portion. The future applicable interest rate margins may vary based on the Company's Total Net Leverage Ratio in addition to future changes in the underlying market rates for SOFR and the rate used for base-rate borrowings.

The 2024 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. All of the assets of the company are pledged as collateral for the credit facilities under the 2024 Credit Agreement.

If the aggregate principal amount of outstanding revolving loans and letters of credit under the 2024 Credit Agreement exceeds 35% of the total revolving credit facility thereunder, the Company is required to comply with certain restrictions on its Total Net Leverage Ratio. If applicable, the maximum permitted Total Net Leverage Ratio is: 1) 6.90:1.00 at each fiscal quarter ended September 30, 2024 through December 31, 2025; 2) 6.40:1.00 at each fiscal quarter ended March 31, 2026 and each fiscal quarter thereafter. As of December 31, 2024, the Company was in compliance with the covenants in the 2024 Credit Agreement.

First Amendment to the 2024 Credit Agreement

On November 21, 2024, the Company modified its existing Term Facility. The agreement increased the principal balance by $115.0 million to $950.0 million and increased the quarterly principal amortization payment from $2.1 million to $2.4 million. There were no other significant modifications to the Credit Agreement. There were no other significant modifications to the Credit Agreement. Proceeds from this amendment were used to redeem the remaining balance of the Company's redeemable senior preferred stock (see Note 11. Redeemable Securities).

The Company determined on a creditor-by-creditor basis that the 2024 Credit Agreement was a debt modification. The Company expensed $1.0 million of previously unamortized fees and $0.7 million of debt issuance costs related to the refinancing which is reported in debt extinguishment and modification in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).

2021 Credit Agreement

On April 27, 2021, the Company entered into the 2021 Credit Agreement with Truist which provides for: 1) a $300.0 million Initial Term Loan; 2) a $290.0 million Delayed Draw Term Loan (together, the "Term Facility"); and 3) a $40.0 million senior secured revolving credit facility. The First Amendment to the Credit Agreement on May 20, 2021, clarified and provided further detail on the Credit Agreement's terms. The Second Amendment to the Credit Agreement on September 17, 2021, increased the amount of the Delayed Draw Term Loan facility by $30.0 million to $320.0 million. The additional Delayed Draw Term Loan is part of the same class of term loans made pursuant to the original commitments under the Credit Agreement. The third amendment amended the reference rate from LIBOR to SOFR and increased the revolving facility from $40.0 million to $65.0 million effecting June 30, 2023. The fourth amendment increased the principal balance by $50.0 million and increased the quarterly principal amortization payment from $1.6 million to $1.7 million. Outstanding borrowings from the 2021 Credit Agreement were repaid on May 16, 2024 as part of the refinancing and the Company was released from any related commitments, guarantees and security interests.

Outstanding borrowings under the 2021 Credit Agreement accrued interest using either a base rate or a SOFR rate plus an applicable margin per year, subject to a SOFR rate floor of 1.00% per year. Accrued interest is payable on each interest payment date (as defined in the 2021 Credit Agreement). The revolving credit facility incurs an unused commitment fee on any

undrawn amount in an amount equal to 0.50% per year of the unused portion. The future applicable interest rate margins may vary based on the Company's Total Net Leverage Ratio in addition to future changes in the underlying market rates for SOFR and the rate used for base-rate borrowings.

Proceeds from the Initial Term Loan were used to partially fund the refinancing of the Company's existing credit facilities as of April 27, 2021. Proceeds from the Delayed Draw Term Loan were used to fund the Company's acquisition of Finxera. Proceeds from the Fourth Amendment were used to repay the balance of the revolving credit facility (used to acquire the Plastiq business) and added additional cash for general corporate purposes.

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 discount are included in long-term debt on the Company's Consolidated Balance Sheets.


	Twelve Months Ended December 31,
(in thousands)	2024		2023		2022
Interest expense(1)(2)	$	88,948	$	76,108	$	53,554

(1)Included in this amount is $4.3 million, $1.7 million and $0.9 million of interest expense related to the accretion of contingent considerations from acquisitions for December 31, 2024, 2023 and 2022.

(2)Interest expense included amortization of deferred financing costs and debt discounts of $2.7 million, $3.8 million and $3.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

- 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 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: 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 9: 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 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: 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 13: 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 14: 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 15: 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 16: 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 17: 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 18: 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 19: 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 20: 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 21: 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

Redeemable Senior Preferred Stock and Warrants

12 Months Ended

Dec. 31, 2024

Investments, Debt and Equity Securities [Abstract]

Redeemable Senior Preferred Stock and Warrants

On April 27, 2021, the Company entered into an agreement pursuant to which it issued 150,000 shares of redeemable senior preferred stock, par value $0.001 per share, and a detachable warrant to purchase 1,803,841 shares of the Company's Common Stock, for gross proceeds of $150.0 million, less a $5.0 million discount and $5.5 million of issuance costs.

The agreement also provided the Company the option to issue an additional 50,000 shares of redeemable senior preferred stock upon the closing of the Finxera acquisition for $50.0 million, less a $0.6 million discount and within 18 months after the issuance of those additional shares, subject to the satisfaction of certain customary closing conditions. The Company was also provided with the option to issue an additional delayed 50,000 shares at a purchase price of $50.0 million, less a $0.6 million discount, subject to the satisfaction of certain customary closing conditions.

Of the total net proceeds of $139.5 million, $131.4 million was allocated to the redeemable senior preferred stock, $11.4 million was allocated to additional paid-in capital for the warrants and $3.3 million was allocated to noncurrent assets for the committed financing put right.

On September 17, 2021, the Company issued an additional 75,000 shares of redeemable senior preferred stock for $75.0 million, less a $0.9 million discount, $0.7 million of ticking fees and $1.9 million of issuance costs. Upon issuance of these additional shares, the $3.3 million that was previously allocated to noncurrent assets for the committed financing put right was reclassified to the redeemable senior preferred stock.

On May 16, 2024, the Company used proceeds totaling $170.0 million from the refinancing (see Note 10. Debt Obligations) to redeem a portion of the redeemable senior preferred stock. The redemption consisted of $136.9 million of redeemable senior preferred stock, $29.4 million for accumulated unpaid dividend, and $2.2 million of cash dividend and $1.5 million of accumulated unpaid dividend as of the date of redemption.

On November 21, 2024, the Company used $113.3 million of the $115.0 million from Amendment 1 to the 2024 Credit agreement (see Note 10. Debt Obligations ) to redeem the remaining balance of the outstanding redeemable preferred stock. The redemption consisted of $88.1 million of redeemable senior preferred stock, $22.6 million for accumulated unpaid dividend, and $1.5 million of cash dividend and $1.1 million of accumulated unpaid divided for the period of October 1, 2024 through November 21, 2024.

The redeemable senior preferred stock ranked senior to the Company's Common Stock, equal with any other class of the Company's stock designated as being ranked on a parity basis with the redeemable senior preferred stock and junior to any other class of the Company's stock, including preferred stock, that is designated as being ranked senior to the redeemable senior preferred stock, with respect to the payment and distribution of dividends, the purchase or redemption of the Company's stock and the liquidation, winding up of and distribution of assets of the Company.

The redeemable senior preferred stock did not meet the definition of a liability pursuant to ASC 480, Distinguishing Liabilities from Equity, as it is redeemable upon the occurrence of events that are not solely within the Company's control. Therefore, the Company classified the redeemable senior preferred stock as temporary equity and was accreting the carrying amount to its full redemption amount from the date of issuance to the earliest redemption date using the effective interest method.

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


(in thousands)	December 31, 2024		December 31, 2023
Redeemable senior preferred stock	$	—	$	225,000
Accumulated unpaid dividend	—		43,498
Dividend payable	—		7,027
Redemption value	—		275,525
Less: unamortized discounts and issuance costs	—		(16,920)
Redeemable senior preferred stock, net of discounts and issuance costs	$	—	$	258,605

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




January 1, 2023	225	$	235,579

Unpaid dividend on redeemable senior preferred stock	—	18,000
Accretion of discounts and issuance cost	—	3,340
Cash portion of dividend and ticking fee outstanding at the end of the year	—	7,027
Payment of cash portion of dividend and ticking fee outstanding at December 31, 2022	—	(5,341)
December 31, 2023	225	$	258,605

Payment of cash portion of dividend and ticking fee outstanding at December 31, 2023	—	(7,027)
Accretion of discounts and issuance cost	—	16,920
Redemption of senior preferred stock and accumulated dividend	(225)	(268,498)


December 31, 2024	—	—

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 year ended December 31, 2024, 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 shareholder approval for a forced sale

transaction triggered by investors or if an event of default as outlined in the agreement occurs. The dividend rate as of December 31, 2023, was 17.7%.

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


(in thousands)	Year Ended December 31, 2024		Year Ended December 31, 2023
Dividends paid in cash(1)	$	16,619	$	26,404
Accumulated dividends accrued as part of the carrying value of redeemable senior preferred stock	11,059		18,000
Dividends declared	$	27,678	$	44,404

(1)Included in this amount is $0.0 million and $7.0 million of dividends outstanding as of December 31, 2024 and 2023 respectively.

The following table presents cumulative dividends in arrears in aggregate and per-share:


(in thousands, except per share amounts)	Year Ended December 31, 2024		Year Ended December 31, 2023
Cumulative preferred dividends in arrears	$	—	$	43,498
Redeemable senior preferred stock, outstanding	—		225
Cumulative preferred dividends in arrears, per share	$	—	$	193.3

Warrants

On April 27, 2021 the Company issued warrants to purchase up to 1,803,841 shares of the Company's Common Stock, par value $0.001 per share, at an exercise price of $0.001. The exercise price and the number of shares issuable upon exercise of the warrants are subject to certain adjustments from time to time on the terms outlined in the warrants. These warrants were exercisable upon issuance. In connection with the issuance of the warrants, the Company entered into an agreement pursuant to which it agreed to provide certain registration rights with respect to the common shares issuable upon exercise of the warrants. Under this agreement, the holders of the related shares of Common Stock were granted piggyback rights to be included in certain underwritten offerings of Common Stock and the right to demand a shelf registration of the shares of Common Stock issued upon exercise of the warrants. As of December 31, 2024, 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 Consolidated Balance Sheet.

Property, Equipment and Software - (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Less: Accumulated depreciation	$ (70,258)	$ (56,442)
Property, equipment and software, net	52,477	44,680
Depreciation expense	13,896	11,494	$ 9,511
Property, equipment and software
Property, Plant and Equipment [Line Items]
Property, equipment and software	120,337	91,846
Computer software
Property, Plant and Equipment [Line Items]
Property, equipment and software	104,683	78,492
Equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software	11,571	10,377
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, equipment and software	2,718	1,535
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, equipment and software	1,365	1,442
Capital work in-progress
Property, Plant and Equipment [Line Items]
Capital work in-progress	$ 2,398	$ 9,276

Settlement Assets and Customer/Subscriber Account Balances and Related Obligations - Schedule of Settlement Assets and Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Settlement Assets, net of estimated losses
Settlement assets and customer/subscriber account balances	$ 940,798	$ 756,475
Settlement and Customer/Subscriber Account Obligations
Settlement and customer/subscriber account obligations	940,213	755,754
Allowance for estimated losses	7,900	6,600
Total customer/subscriber account obligations
Settlement and Customer/Subscriber Account Obligations
Settlement and customer/subscriber account obligations	924,174	744,696
Customer account obligations
Settlement and Customer/Subscriber Account Obligations
Settlement and customer/subscriber account obligations	897,497	710,775
Subscriber account obligations
Settlement and Customer/Subscriber Account Obligations
Settlement and customer/subscriber account obligations	26,677	33,921
Due to customer payees
Settlement and Customer/Subscriber Account Obligations
Settlement and customer/subscriber account obligations	16,039	11,058
Card settlements due from merchants
Settlement Assets, net of estimated losses
Settlement assets and customer/subscriber account balances	2,587	2,705
Card settlements due from networks
Settlement Assets, net of estimated losses
Settlement assets and customer/subscriber account balances	12,307	8,185
Other settlement assets
Settlement Assets, net of estimated losses
Settlement assets and customer/subscriber account balances	1,730	889
Cash and cash equivalents
Settlement Assets, net of estimated losses
Settlement assets and customer/subscriber account balances	$ 924,174	$ 744,696

Notes Receivable - Schedule of Principal Payments to be Received (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Receivables [Abstract]
2025	$ 3,638
2026	2,283
2027	1,732
2028	904
2029	0
Thereafter	0
Total	$ 8,557

- Definition

Amortized cost, before allowance for credit loss, of financing receivable. Excludes financing receivable covered under loss sharing agreement and net investment in lease.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481990/310-10-45-13

Reference 2: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 310
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-Name Accounting Standards Codification
-Section 50
-Paragraph 7A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481962/310-10-50-7A

Reference 3: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 29
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481962/310-10-50-29

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Name Regulation S-K (SK)
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-Section 1405
-Paragraph a
-Subparagraph (1)
-Publisher SEC

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Name Regulation S-K (SK)
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-Section 1405
-Paragraph a
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Regulation S-K (SK)
-Number 229
-Section 1404
-Paragraph a
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 80
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479294/326-20-55-80

Reference 8: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147479294/326-20-55-79

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147479344/326-20-45-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(3)(b))
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-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479319/326-20-50-14

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479319/326-20-50-5

+ Details

Commitments and Contingencies - Contingent Consideration Rollforward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 13,438	$ 8,079
Addition of contingent consideration due to resolution of contingency		7,000
Accretion of contingent consideration	4,339	$ 1,658
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Other noncurrent liabilities
Fair value adjustments due to changes in estimates of future payments	(1,500)	$ (19)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Other noncurrent liabilities
Payment of contingent consideration	(5,592)	$ (9,909)
Adjustment for receivable due to residual shortfall		(2,053)
Ending balance	$ 10,685	13,438
C&H Financial Services
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Addition of contingent consideration		8,419
Wholesale Payments, Inc., Residual Portfolio Rights
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Addition of contingent consideration		$ 263

Stock-based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share-based Compensation

Stock-based Compensation

2018 Equity Incentive Plan

The 2018 Plan was approved by the Company's Board of Directors and shareholders in July 2018. The 2018 Plan provided for the issuance of up to 6,685,696 of the Company's Common Stock, and these shares were registered on a Form S-8 during 2018. Under the 2018 Plan, the Company's compensation committee may grant awards of non-qualified stock options, incentive stock options, SARs, restricted stock awards, RSUs, other stock-based awards (including cash bonus awards) or any combination of the foregoing. Any current or prospective employees, officers, consultants or advisors that the Company's compensation committee (or, in the case of non-employee directors, the Company's Board of Directors) selects, from time to time, are eligible to receive awards under the 2018 Plan. If any award granted under the 2018 Plan expires, terminates, or is canceled or forfeited without being settled or exercised, or if a SAR is settled in cash or otherwise without the issuance of shares, shares of the Company's Common Stock subject to such award will again be made available for future grants. In addition, if any shares are surrendered or tendered to pay the exercise price of an award or to satisfy withholding taxes owed, such shares will again be available for grants under the 2018 Plan. 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. These additional shares were registered on Form S-8 in December 2022.

Stock-based compensation was as follows:


	Years Ended December 31,
(in thousands)	2024		2023		2022
2018 Equity Incentive Plan
Restricted stock units compensation expense	$	5,897	$	6,423	$	6,182
Stock options compensation expense	4		7		7

Total stock-based compensation under the 2018 Equity Incentive Plan	5,901		6,430		6,189
ESPP compensation expense	56		50		39
Incentive units compensation expense	161		288		—
Total	$	6,118	$	6,768	$	6,228

For the year ended December 31, 2024 and 2023, the Company's income tax expense for stock-based compensation was immaterial. For the year ended December 31, 2022, the Company recognized an income tax benefit of approximately and $0.7 million for stock-based compensation expense. No stock-based compensation has been capitalized.

A summary of the activity in stock units for the 2018 Plan is as follows:


Common Stock available for issuance at January 1, 2022						3,363,040
New shares authorized for issuance						2,500,000
Stock options forfeited						221,733
RSUs granted						(2,878,949)
PSUs granted(2)						(345,000)
RSUs forfeited						353,196
PSUs forfeited						—
Shares withheld for taxes(1)						291,266
Common Stock available for issuance at December 31, 2022						3,505,286
Stock options forfeited						129,380

RSUs granted						(641,578)
PSUs granted						—
RSUs forfeited						226,100
PSUs forfeited						37,500
Shares withheld for taxes(1)						291,110
Common Stock available for issuance at December 31, 2023						3,547,798
Stock options forfeited						14,302

RSUs granted						(1,132,450)
PSUs granted						(10,753)
RSUs forfeited						403,750
PSUs forfeited						1,666
Shares withheld for taxes(1)						326,282
Common Stock available for issuance at December 31, 2024						3,150,595

(1)The number of shares surrendered to satisfy withholding taxes owed are subsequently added back to the shares available for grant under the 2018 Plan.

Details about the time-based equity-classified stock options granted under the plan are as follows:


	Number of Shares	Weighted-average Exercise Price		Weighted-average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2023	876,512	$	6.87	4.9 years	$	16

Exercised	(267,384)	6.95
Forfeited(1)	(14,302)	6.95

Outstanding, December 31, 2024	594,826	6.84		3.9 years	$	2,922

Exercisable at December 31, 2024	594,826	$	6.84	3.9 years	$	2,922

(1)Forfeited includes awards for which the participant has been terminated but has 90 days from the date of termination to exercise the award based on the agreement.

There were no options granted in 2024, 2023, or 2022. The intrinsic value of options exercised in 2024 was $0.8 million. There were no options exercised in 2023 or 2022. As of December 31, 2024, there were no unrecognized compensation costs related to stock options.

Equity-classified Restricted Stock Units

Below is a summary of the Company's equity-classified RSUs and PSUs for the periods presented:


	Underlying Common Shares	Weighted-average Grant Date Fair Value
Service-based vesting:
Unvested at January 1, 2022	879,250	$	5.51
Granted(1)	2,878,948	$	6.14
Forfeited	(353,196)	$	6.04
Vested	(822,602)	$	5.44
Unvested at December 31, 2022	2,582,400	$	5.70
Granted(1)	641,578	$	3.81
Forfeited	(226,100)	$	5.44
Vested	(1,028,782)	$	5.60
Unvested at December 31, 2023	1,969,096	$	5.68
Granted(1)	1,132,450	$	4.37
Forfeited	(403,750)	$	6.37
Vested	(1,037,012)	$	5.06
Unvested at December 31, 2024	1,660,784	$	5.00

Performance-based vesting:

Unvested at January 1, 2022	99,453	$	4.46
Granted(2)	64,366	$	5.00

Vested	(64,366)	$	6.90
Unvested at December 31, 2022	99,453	$	3.24
Granted(2)	345,000	$	5.31
Forfeited	(37,500)	$	5.31
Vested	(116,958)	$	5.12
Unvested at December 31, 2023	289,995	$	5.31
Granted	10,753	$	9.30
Forfeited	(1,666)	$	5.31
Vested	(101,674)	$	5.31
Unvested at December 31, 2024	197,408	$	5.56

As of December 31, 2024, there was $5.5 million and $0.5 million of unrecognized compensation costs for equity-classified service-based RSUs and performance-based RSUs, respectively, which are expected to be recognized over a remaining

weighted-average period of 1.9 years and 1.0 year, respectively. The total fair value of RSUs and PSUs that vested in 2024, 2023, and 2022 was $5.8 million, $1.3 million and $0.9 million, respectively.

Employee Stock Purchase Plan

On April 16, 2021, the 2021 Stock Purchase Plan was authorized by the Company's Board of Directors. The maximum number of shares available for purchase under the 2021 Stock Purchase Plan is 200,000 shares. The shares issued under the 2021 Stock Purchase 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 during the first quarter of 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 quarter.

As of December 31, 2024, the Company had 45,018 shares available under the 2021 Stock Purchase Plan.

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill

The Company records goodwill upon acquisition of a business when the purchase price is greater than the fair value assigned to the underlying separately identifiable tangible and intangible assets acquired and the liabilities assumed. The Company's goodwill relates to the following reporting units:


(in thousands)	December 31, 2024		December 31, 2023
SMB Payments	$	124,139	$	124,139
Enterprise Payments	244,712		244,712
Plastiq (B2B Payments)	7,240		7,252
Total	$	376,091	$	376,103

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


(in thousands)	Amount
Balance at January 1, 2024	$	376,103
Plastiq adjustment	(12)
Balance at December 31, 2024	$	376,091

The Company evaluates goodwill for impairment annually on October 1 or whenever circumstances or events make it more likely than not impairment may have occurred. The Company may test for goodwill impairment using an optional qualitative analysis or proceed directly with a quantitative analysis. If the optional qualitative analysis is performed, the Company assesses whether it is more likely than not the fair value is less than its carrying amount. For the purpose of the goodwill impairment analysis, the Company determined its reporting units were Enterprise Payments, SMB Payments, and Plastiq, a component of the B2B Payments operating segment, as allowed by ASC 350. Electing to perform the optional qualitative analysis as of October 1, 2024, no indicators of impairment were identified.

As of December 31, 2024, the Company is not aware of any triggering events that have occurred since October 1, 2024.

There were no impairment losses for the years ended December 31, 2024, 2023 or 2022.

Other Intangible Assets

At December 31, 2024 and 2023, other intangible assets consisted of the following:


(in thousands, except weighted-average data)	December 31, 2024						Weighted-average Useful Life
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Other intangible assets:
ISO and referral partner relationships	$	182,339	$	(49,501)	$	132,838	14.6
Residual buyouts	143,862		(104,766)		39,096		6.2
Customer relationships	109,017		(95,320)		13,697		8.4
Merchant portfolios	83,350		(65,285)		18,065		6.5
Technology	58,639		(27,473)		31,166		8.7
Non-compete agreements	3,390		(3,390)		—		0.0
Trade names	7,104		(3,192)		3,912		10.6
Money transmission licenses(1)	2,100		—		2,100
Total gross carrying value	$	589,801	$	(348,927)	$	240,874	9.5

(1)These assets have an indefinite useful life.


(in thousands, except weighted-average data)	December 31, 2023						Weighted-average Useful Life
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Other intangible assets:
ISO relationships	$	182,339	$	(36,506)	$	145,833	14.7
Residual buyouts	135,164		(92,699)		42,465		6.3
Customer relationships	109,017		(92,781)		16,236		8.4
Merchant portfolios	83,350		(56,139)		27,211		6.5
Technology	57,639		(22,712)		34,927		9.0
Non-compete agreements	3,390		(3,390)		—		0.0
Trade names	7,104		(2,526)		4,578		11.7
Money transmission licenses(1)	2,100		—		2,100
Total gross carrying value	$	580,103	$	(306,753)	$	273,350	9.7

(1)These assets have an indefinite useful life.


	Years Ended December 31,
(in thousands)	2024		2023		2022
Amortization expense (1)	$	44,145	$	56,901	$	61,170

(1)Included in amortization expense is $2.0 million, $1.0 million and $0.2 million related to the amortization of certain contract acquisition costs for the years ended December 31, 2024, 2023 or 2022

The estimated amortization expense of intangible assets as of December 31, 2024, for the next five years and thereafter is:


(in thousands)	Estimated Amortization Expense
Year Ending December 31,
2025	$	37,097
2026	36,309
2027	34,044
2028	25,710
2029	21,937
Thereafter	83,677
Total(1)	$	238,774

(1)Total will not agree to the intangible asset net book value due to intangible assets with indefinite useful life.

Actual amortization expense to be reported in future periods could differ from these estimates as a result of new intangible asset acquisitions, changes in useful lives and other relevant events or circumstances.

The Company tests intangible assets for impairment when events occur or circumstances indicate that the fair value of an intangible asset or group of intangible assets may be impaired. There were no impairment losses for the years ended December 31, 2024, 2023 or 2022.

The Company also considered the market conditions and other factors and concluded that there were no additional impairment indicators present at December 31, 2024.

Debt Obligations - Schedule of Long-Term Debt (Details) - USD ($)	Dec. 31, 2024	Nov. 21, 2024	May 16, 2024	Dec. 31, 2023	Jun. 30, 2023	Jun. 29, 2023	Sep. 17, 2021	Apr. 27, 2021
Debt Instrument [Line Items]
Total debt obligations	$ 945,537,000			$ 654,373,000
Less: current portion of long-term debt	(9,503,000)			(6,712,000)
Less: unamortized debt discounts and deferred financing costs	(15,146,000)			(15,696,000)
Long-term debt, net	920,888,000			631,965,000
Line of Credit \| 2024 Credit Agreement \| Term Facility
Debt Instrument [Line Items]
Total debt obligations	$ 945,537,000			0
Interest rate during period	9.11%
Line of Credit \| 2024 Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Total debt obligations	$ 0			0
Interest rate during period	8.61%
Maximum borrowing capacity	$ 70,000,000.0	$ 950,000,000.0	$ 70,000,000
Line of Credit \| 2021 Credit Agreement \| Term Facility
Debt Instrument [Line Items]
Total debt obligations	0			$ 654,373,000
Interest rate during period				11.21%
Line of Credit \| 2021 Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Total debt obligations	$ 0			$ 0
Interest rate during period				10.20%
Maximum borrowing capacity				$ 65,000,000.0	$ 65,000,000	$ 40,000,000	$ 320,000,000	$ 40,000,000

Nature of Business and Significant Accounting Policies - Contract Acquisitions Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Contract acquisition costs	$ 8.7	$ 6.6
Capitalized contract cost, amortization	$ 2.0	$ 1.0	$ 0.0
Minimum
Finite-Lived Intangible Assets [Line Items]
Contract acquisition costs, amortization period	3 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Contract acquisition costs, amortization period	5 years

- 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

Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Operating Lease ROU Assets:
Operating lease ROU Assets	$ 7,305	$ 5,427
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other noncurrent assets	Other noncurrent assets
Operating Lease Obligations:
Operating lease obligations - current	$ 1,072	$ 1,582
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accounts payable and accrued expenses	Accounts payable and accrued expenses
Operating lease obligations - noncurrent	$ 6,707	$ 4,592
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other noncurrent liabilities	Other noncurrent liabilities
Total operating lease obligations	$ 7,779	$ 6,174
Weighted-average remaining lease term in years	9 years 10 months 24 days	3 years 9 months 18 days
Weighted-average discount rate	6.50%	5.90%

Nature of Business and Significant Accounting Policies - Schedule of Allowance for Trade Receivables and Settlement Assets (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Trade Receivables and Settlement assets
Balance at January 1, 2024	$ (5,289)
Balance at December 31, 2024	(3,045)
Trade Receivables
Trade Receivables and Settlement assets
Balance at January 1, 2024	(5,289)
Charge-offs (recoveries), net	6,152
Provision	(3,908)
Balance at December 31, 2024	(3,045)
Settlement assets
Trade Receivables and Settlement assets
Balance at January 1, 2024	(6,558)
Charge-offs (recoveries), net	11,707
Provision	(13,085)
Balance at December 31, 2024	$ (7,936)

Property, Equipment and Software

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Property, Equipment and Software

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


(in thousands)	December 31, 2024		December 31, 2023
Computer software	$	104,683	$	78,492
Equipment	11,571		10,377
Leasehold improvements	2,718		1,535
Furniture and fixtures	1,365		1,442
Property, equipment and software	120,337		91,846
Less: Accumulated depreciation	(70,258)		(56,442)
Capital work in-progress	2,398		9,276
Property, equipment and software, net	$	52,477	$	44,680


	Years Ended December 31,
(in thousands)	2024		2023		2022
Depreciation expense	$	13,896	$	11,494	$	9,511

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 year ended December 31, 2024 and 2023, certain fully depreciated assets were removed from service.

Acquisitions - Schedule of Plastiq Business Acquisition (Details) - USD ($) $ in Thousands	Jul. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Recognized amounts of assets acquired and liabilities assumed:
Goodwill		$ 376,091	$ 376,103
Plastiq
Consideration:
Cash	$ 28,500
Contingent consideration payments	8,419
Common equity of the Acquiring Entity	330
Less: cash and restricted cash acquired	(278)
Total purchase consideration, net of cash and restricted cash acquired	36,971
Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable	831
Prepaid expenses	490
Settlement assets	8,277
Equipment, net	47
Goodwill	7,240
Intangible assets	30,460
Accounts payable and accrued expenses	(1,881)
Customer deposits	(214)
Settlement obligations	(8,279)
Total purchase consideration	36,971
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

Related Party Transactions - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended		3 Months Ended
	Nov. 12, 2020	Jan. 31, 2019	May 31, 2021	Feb. 28, 2019	Sep. 30, 2024	Jun. 30, 2024	May 30, 2024	Nov. 30, 2020
Chief Executive Officer And Chairman
Related Party Transaction [Line Items]
Percentage of ownership before transaction		80.00%
Redemption value				$ 4.5
Preferred yield percent				6.00%
Percentage owned				83.30%
Percentage of ownership after transaction			35.30%
Chief Executive Officer And Chairman \| Share Exchange
Related Party Transaction [Line Items]
Number of shares issued in transaction (in shares)			605,623
Subsidiaries
Related Party Transaction [Line Items]
Redemption value							$ 5.9	$ 4.8
Subsidiaries \| Share Exchange
Related Party Transaction [Line Items]
Volume of days	20 days
Exercise price (USD per share)	$ 2.78
Number of shares issued in transaction (in shares)			1,428,358
Purchase price			$ 0.8			$ 2.1
Chief Operating Officer
Related Party Transaction [Line Items]
Percentage of ownership after transaction			24.10%
Chief Operating Officer \| Share Exchange
Related Party Transaction [Line Items]
Number of shares issued in transaction (in shares)			413,081		408,013
Other Holders \| Share Exchange
Related Party Transaction [Line Items]
Number of shares issued in transaction (in shares)					404,628

Fair Value

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value

Fair Value Measurements

The Company's contingent consideration derived from business combinations are classified within Level 3 of the fair value hierarchy due to the uncertainty of the fair value measurement created by the absence of quoted market prices, the inherent lack of liquidity and unobservable inputs used to measure fair value which require judgement.

Contingent consideration liabilities related to certain of the Company's acquisitions are uncertain due to the utilization of unobservable inputs and management's judgement in determining the likelihood of achieving the earn-out criteria or the years ended December 31, 2024 and 2023. These liabilities measured at fair value on a recurring basis consisted of the following:


		Years Ended December 31,
(in thousands)	Fair Value Hierarchy	2024		2023
Contingent consideration, current portion	Level 3	$	3,891	$	5,951
Contingent consideration, noncurrent portion	Level 3	6,794		7,487
Total contingent consideration		$	10,685	$	13,438

During the year ended December 31, 2024, 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 was approximately $8.6 million and $5.2 million at December 31, 2024 and 2023, 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 10. Debt Obligations) are reflected in the Company's Consolidated Balance Sheets at carrying value since the Company did not elect to remeasure debt obligations to fair value at the end of each reporting period.

The fair value of the term loan facility was estimated to be approximately $944.4 million and $651.9 million at December 31, 2024 and 2023, respectively, and was estimated using binding and non-binding quoted market prices in an active secondary market, which considers the credit risk and market related conditions, and is within Level 2 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Name Accounting Standards Codification
-Section 55
-Paragraph 100
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-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
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+ Details

Leases - Components of Lease Costs and Payments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease expense	$ 1,714	$ 1,760	$ 1,984
Operating cash flows from operating leases	$ 1,952	$ 1,862	$ 2,131

Income Taxes - Income Tax Benefit Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
U.S. federal statutory expense	$ 7,829	$ 1,502	$ 672
State and local income taxes, net	2,308	1,588	421
Foreign rate differential	98	114	142
Excess tax expense pursuant to ASU 2016-09	128	235	4
Valuation allowance changes	2,204	3,958	4,957
Nondeductible items	1,045	768	576
Intangible assets	0	0	(1,226)
Tax credits	(275)	0	(100)
Other, net	(71)	298	(96)
Total income tax expense	$ 13,266	$ 8,463	$ 5,350

Revenues - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Revenues - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract liabilities	$ 0.2	$ 0.6	$ 0.2
Impairment losses on receivables or contract assets	$ 6.2	$ 0.5
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
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

Segment Information

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Segment Information

The Company's three reportable segments included SMB Payments, B2B Payments and Enterprise Payments.

More information about our three reportable segments:

•Enterprise Payments: Provides embedded finance and BaaS solutions to customers to modernize legacy platforms and accelerate software partners' strategies to monetize payments.

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

The Company's chief operating decision makers ("CODM") are our CEO and CFO. Historically, the CODM used operating income (loss) as the measure of segment profit or loss to allocate resources. However, during the year, the segment performance measure was updated to adjusted earnings before interest expense, income tax and depreciation and amortization expenses ("Adjusted EBITDA") to have consistent measure of results across the organization.

Adjusted EBITDA represents EBITDA (i.e. earnings before interest, income tax, and depreciation and amortization expenses) adjusted for certain non-cash costs, such as stock-based compensation and the write-off of the carrying value of investments or other assets, as well as debt extinguishment and modification expenses and other expenses and income items considered non-recurring, such as acquisition integration expenses, certain professional fees, and litigation settlements. Adjusted EBITDA is a non-GAAP measure and therefore, a reconciliation to earnings (loss) before income taxes (a GAAP measure) is included within this footnote.

Segment level assets information is not provided or subject to review by the CODM and therefore not provided.

Due to the recent acquisitions, growth, implementation of a shared services model and management of a single unified commerce engine across our payments infrastructure, the costs of operating overhead and shared services becomes less identifiable at the segment level. Therefore, the process of review of the CODM was updated during the quarter ended June 30, 2024. Operating overhead and shared costs are managed centrally and included in the corporate segment. All comparative periods have been recasted to reflect this update.

Information on reportable segments and reconciliations to income (loss) before income taxes are as follows:


	Year Ended December 31, 2024
(in thousands)	SMB Payments			B2B Payments		Enterprise Payments		Total
Revenues	$	613,547		$	89,103	$	180,448	$	883,098
Elimination of intersegment revenues	—			—		—		(3,396)
Total consolidated revenues	$	613,547		$	89,103	$	180,448	$	879,702
Less: Cost of services (excludes depreciation and amortization)1,4	(478,451)			(64,659)		(11,892)		(555,002)
Less: Other operating expenses1,2,4	(59,099)			(22,317)		(31,413)		(112,829)
Add: Depreciation and amortization4	30,865			5,258		16,928		53,051
Add: Other segment items2,3,4	2,051			220		865		3,136
Adjustment for corporate items4	—		—	—		—		(63,791)
Adjusted EBITDA	$	108,913		$	7,605	$	154,936	$	204,267

Reconciliation of Adjusted EBITDA to income (loss) before income taxes
Adjusted EBITDA								$	204,267
Depreciation and amortization								(58,041)
Interest expense								(88,948)
Debt modification and extinguishment expenses								(10,369)
Selling, general and administrative (non-recurring)								(3,510)
Non-cash stock based compensation								(6,118)
Income before income taxes								$	37,281

1.The significant expense categories and amounts align with the segment level information regularly provided to the CODM.

2.Other operating expenses include salary and employee benefits, depreciation and amortization, and selling, general and administrative expenses.

3.Other segment items for each reportable segment include other income, net and stock based compensation expense.

4.Adjustment for corporate items include:


(in thousands)	December 31, 2024
Elimination of cost of services (excludes depreciation and amortization)	$	3,382
Other operating expenses	(81,832)
Depreciation and amortization	4,990
Other items5	9,669
	$	(63,791)

5.Other items include other income, net, stock based compensation expense, and selling, general and administrative (non-recurring expenses).


	Year Ended December 31, 2023
(in thousands)	SMB Payments			B2B Payments		Enterprise Payments		Total
Revenues	$	583,251		$	41,156	$	132,186	$	756,593
Elimination of intersegment revenues	—			—		—		(981)
Total consolidated revenues	583,251			41,156		132,186		755,612
Less: Cost of services (excludes depreciation and amortization)1,4	(446,188)			(26,607)		(8,456)		(481,251)
Less: Other operating expenses1,2,4	(65,880)			(14,684)		(35,815)		(116,379)
Add: Depreciation and amortization4	36,715			1,831		22,426		60,972
Add: Other segment items2,3,4	1,587			554		552		2,693
Adjustment for corporate items4	—		—	—		—		(53,315)
Adjusted EBITDA	$	109,485		$	2,250	$	110,893	$	168,332

Reconciliation of Adjusted EBITDA to income (loss) before income taxes
Adjusted EBITDA								$	168,332
Depreciation and amortization								(68,395)
Interest expense								(76,108)

Selling, general and administrative (non-recurring)								(9,825)
Non-cash stock based compensation								(6,768)
Non-cash other losses								(84)
Income before income taxes								$	7,152

1.The significant expense categories and amounts align with the segment level information regularly provided to the CODM.

2.Other operating expenses include salary and employee benefits, depreciation and amortization, and selling, general and administrative expenses.

3.Other segment items for each reportable segment include other income, net and stock based compensation expense.

4.Adjustment for corporate items include:


(in thousands)	December 31, 2023
Elimination of cost of services (excludes depreciation and amortization)	$	944
Other operating expenses	(77,402)
Depreciation and amortization	7,423
Other segment items3	15,720
	$	(53,315)

5.Other items include other income, net, stock based compensation expense, selling, general and administrative (non-recurring expenses) and non-cash other losses.


	Year Ended December 31, 2022
(in thousands)	SMB Payments			B2B Payments		Enterprise Payments		Total
Revenues	$	562,237		$	18,890	$	82,514	$	663,641
Elimination of intersegment revenues	—			—		—		—
Total consolidated revenues	562,237			18,890		82,514		663,641
Less: Cost of services (excludes depreciation and amortization)1,4	(422,387)			(7,781)		(6,585)		(436,753)
Less: Other operating expenses1,2,4	(59,775)			(8,297)		(34,581)		(102,653)
Add: Depreciation and amortization4	37,193			162		24,734		62,089
Add: Other segment items2,3,4	161			4		112		277
Adjustment for corporate items4	—		—	—		—		(46,299)
Adjusted EBITDA	$	117,429		$	2,978	$	66,194	$	140,302

Reconciliation of Adjusted EBITDA to income (loss) before income taxes
Adjusted EBITDA								$	140,302
Depreciation and amortization								(70,681)
Interest expense								(53,554)

Selling, general and administrative (non-recurring)								(6,639)
Non-cash stock based compensation								(6,228)

Income before income taxes								$	3,200

1.The significant expense categories and amounts align with the segment level information regularly provided to the CODM.

2.Other operating expenses include salary and employee benefits, depreciation and amortization, and selling, general and administrative expenses.

3.Other segment items for each reportable segment include other income, net and stock based compensation expense.

4.Adjustment for corporate items include:


(in thousands)	December 31, 2022
Elimination of cost of services (excludes depreciation and amortization)	$	—
Other operating expenses	(68,070)
Depreciation and amortization	8,592
Other segment items3	13,179
	$	(46,299)

- 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.

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+ Details

Redeemable Senior Preferred Stock and Warrants (Tables)

12 Months Ended

Dec. 31, 2024

Investments, Debt and Equity Securities [Abstract]

Schedule of Temporary Equity

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


(in thousands)	December 31, 2024		December 31, 2023
Redeemable senior preferred stock	$	—	$	225,000
Accumulated unpaid dividend	—		43,498
Dividend payable	—		7,027
Redemption value	—		275,525
Less: unamortized discounts and issuance costs	—		(16,920)
Redeemable senior preferred stock, net of discounts and issuance costs	$	—	$	258,605

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




January 1, 2023	225	$	235,579

Unpaid dividend on redeemable senior preferred stock	—	18,000
Accretion of discounts and issuance cost	—	3,340
Cash portion of dividend and ticking fee outstanding at the end of the year	—	7,027
Payment of cash portion of dividend and ticking fee outstanding at December 31, 2022	—	(5,341)
December 31, 2023	225	$	258,605

Payment of cash portion of dividend and ticking fee outstanding at December 31, 2023	—	(7,027)
Accretion of discounts and issuance cost	—	16,920
Redemption of senior preferred stock and accumulated dividend	(225)	(268,498)


December 31, 2024	—	—

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


(in thousands)	Year Ended December 31, 2024		Year Ended December 31, 2023
Dividends paid in cash(1)	$	16,619	$	26,404
Accumulated dividends accrued as part of the carrying value of redeemable senior preferred stock	11,059		18,000
Dividends declared	$	27,678	$	44,404

(1)Included in this amount is $0.0 million and $7.0 million of dividends outstanding as of December 31, 2024 and 2023 respectively.

The following table presents cumulative dividends in arrears in aggregate and per-share:


(in thousands, except per share amounts)	Year Ended December 31, 2024		Year Ended December 31, 2023
Cumulative preferred dividends in arrears	$	—	$	43,498
Redeemable senior preferred stock, outstanding	—		225
Cumulative preferred dividends in arrears, per share	$	—	$	193.3

Debt Obligations (Tables)

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

Outstanding debt obligations consisted of the following:


(in thousands)	December 31, 2024		December 31, 2023
2024 Credit Agreement
Term facility - matures May 16, 2031, interest rate of 9.11% at December 31, 2024	$	945,537	$	—
Revolving credit facility - $70.0 million line matures May 16, 2029, interest rate of 8.61% at December 31, 2024	—		—
2021 Credit Agreement - refinanced on May 16, 2024
Term facility - original maturity April 27, 2027, interest rate of 11.21% at December 31, 2023	—		654,373
Revolving credit facility - $65.0 million line, original Maturity April 27, 2026, interest rate of 10.20% at December 31, 2023	—		—




Total debt obligations	945,537		654,373
Less: current portion of long-term debt	(9,503)		(6,712)
Less: unamortized debt discounts and deferred financing costs	(15,146)		(15,696)
Long-term debt, net	$	920,888	$	631,965

Schedule of Maturities of Long-Term Debt

Based on terms and conditions existing at December 31, 2024, future minimum principal payments for long-term debt are as follows:


(in thousands)			Revolving Credit Facility
December 31,	Term Facility				Total Principal Due
2025	$	9,503	$	—	$	9,503
2026	9,503		—		9,503
2027	9,503		—		9,503
2028	9,503		—		9,503
2029	9,503		—		9,503
Thereafter	898,022		—		898,022
Total	$	945,537	$	—	$	945,537

Schedule of Interest Expense Disclosure


	Twelve Months Ended December 31,
(in thousands)	2024		2023		2022
Interest expense(1)(2)	$	88,948	$	76,108	$	53,554

- 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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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Auditor Information [Abstract]
Auditor Firm ID	42
Auditor Name	EY
Auditor Location	Atlanta, Georgia

Nature of Business and Significant Accounting Policies - Schedule of Property and Equipment and Costs Incurred to Develop Software for Internal Use (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Impairment of internal use software	$ 0.0	$ 0.0	$ 0.0
Software costs capitalized during the period	26.1	21.3	16.8
Capitalized computer software, net	48.1	40.6
Capitalized computer software, amortization	$ 11.8	$ 9.4	$ 6.9
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	5 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	10 years
Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	8 years
Computer software \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	2 years
Computer software \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	5 years
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	10 years

Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
U.S. current income tax expense
Federal	$ 12,094	$ 10,624	$ 10,411
State and local	3,085	3,187	2,546
Foreign	281	738	349
Total current income tax expense	15,460	14,549	13,306
U.S. deferred income tax (benefit) expense
Federal	(2,213)	(5,149)	(5,001)
State and local	(101)	(712)	(2,970)
Foreign	120	(225)	15
Total deferred income tax (benefit) expense	(2,194)	(6,086)	(7,956)
Total income tax expense	$ 13,266	$ 8,463	$ 5,350

Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Postemployment Benefits [Abstract]
Company contributions to the plan	$ 2.4	$ 2.0	$ 1.7

Fair Value - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes receivable, fair value	$ 8.6	$ 5.2
Line of Credit \| 2024 Credit Agreement \| Secured Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	$ 944.4	$ 651.9

Goodwill and Other Intangible Assets - Goodwill Allocation (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Goodwill [Line Items]
Goodwill	$ 376,091	$ 376,103
SMB
Goodwill [Line Items]
Goodwill	124,139	124,139
Enterprise
Goodwill [Line Items]
Goodwill	244,712	244,712
Plastiq (B2B Payments)
Goodwill [Line Items]
Goodwill	$ 7,240	$ 7,252

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/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: 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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Section 50
-Paragraph 1
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-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
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-Paragraph 1
-Subparagraph (f)
-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 (g)
-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 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

+ Details

(Loss) Earnings per Common Share

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

(Loss) Earnings per Common Share

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


(in thousands except per share amounts)	Years Ended December 31,
	2024		2023		2022
Numerator:
Net income (loss)	$	24,015	$	(1,311)	(2,150)
Less: Dividends, accretion, and related excise tax attributable to redeemable senior preferred stockholders	(47,336)		(47,744)		(36,880)
Less: NCI preferred unit redemptions	(639)		—		—
Less: Earnings attributable to NCI	—		—		—
Net loss attributable to common shareholders	$	(23,960)	$	(49,055)	$	(39,030)
Denominator:
Basic and diluted:
Weighted-average common shares outstanding(1)	77,993		78,333		78,233
Loss per common share	$	(0.31)	$	(0.63)	$	(0.50)

(1)The weighted-average common shares outstanding includes 1,803,841 warrants issued in the second quarter of 2021 (refer to Note 11, Redeemable Senior Preferred Stock and Warrants).

Potentially anti-dilutive securities that were excluded from (loss) earnings per common share that could potentially be dilutive in future periods are as follows:


	Common Stock Equivalents at December 31,
(in thousands)	2024	2023	2022
Outstanding warrants on common stock(1)	—	—	3,556
Outstanding options and warrants issued to adviser(2)	—	—	600
Restricted stock awards(3)	721	1,180	2,440

Outstanding stock option awards(3)	840	900	1,098
Total	1,561	2,080	7,694

(1)The warrants were exercisable at $11.50 per share and expired on August 24, 2023. Refer to Note 13. Shareholders' Deficit.

(2)The warrants and options were exercisable at $12.00 per share and expired on August 24, 2023. Refer Note 13. Shareholders' Deficit.

(3)Granted under the 2018 Plan.

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Leases

The Company's leases consist primarily of real estate leases for office space, which are classified as operating leases. Lease expense for the Company's operating leases is recognized on a straight-line basis over the term of the lease. The Company did not have any finance leases at December 31, 2024 and 2023.

The ROU Assets and lease liabilities consisted of the following:


(in thousands, except weighted-average data)	Financial Statement Classification	December 31, 2024			December 31, 2023
Operating Lease ROU Assets:
Operating lease ROU Assets	Other noncurrent assets	$	7,305		$	5,427
Operating Lease Obligations:
Operating lease obligations - current	Accounts payable and accrued expenses	$	1,072		$	1,582
Operating lease obligations - noncurrent	Other noncurrent liabilities	6,707			4,592
Total operating lease obligations		$	7,779		$	6,174

Weighted-average remaining lease term in years		9.9			3.8
Weighted-average discount rate		6.5		%	5.9		%

The Components of lease expense were as follows:


		Years Ended December 31,
(in thousands)	Financial Statement Classification	2024		2023		2022
Operating lease expense (1)	Selling, general and administrative	$	1,714	$	1,760	$	1,984

(1)Excludes expenses related to short-term leases, which was immaterial for the years ended December 31, 2024, 2023 or 2022.


		Years Ended December 31,
(in thousands)	Financial Statement Classification	2024		2023		2022
Operating cash flows from operating leases	Operating activities	$	1,952	$	1,862	$	2,131

Lease Commitments

Future minimum lease payments for the Company's real estate operating leases at December 31, 2024 were as follows:


(in thousands)
Year Ending December 31,	Amount Due
2025	$	1,531
2026	1,319
2027	1,029
2028	865
2029	683
Thereafter	5,528
Total future minimum lease payments	10,955
Amount representing imputed interest	(3,176)
Total future minimum lease payments, net of interest	$	7,779

Redeemable Senior Preferred Stock and Warrants - Reconciliation of Temporary Equity (Details) - USD ($) $ in Thousands			12 Months Ended
	Nov. 21, 2024	May 16, 2024	Dec. 31, 2024	Dec. 31, 2023
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance (in shares)			225,000	225,000
Beginning balance			$ 258,605	$ 235,579
Unpaid dividend on redeemable senior preferred stock	$ 1,100	$ 1,500	11,059	18,000
Accretion of discounts and issuance cost			16,920	3,340
Cash portion of dividend and ticking fee outstanding at the end of the year	1,500	2,200		7,027
Payment of cash portion of dividend and ticking fee			$ (7,027)	$ (5,341)
Temporary Equity, Redemption Of Senior Preferred Stock (in shares)			(225,000)
Redemption of senior preferred stock and accumulated dividend	$ (88,100)	$ (136,900)	$ (268,498)
Ending balance (in shares)			0	225,000
Ending balance			$ 0	$ 258,605

- Definition

+ References

+ Details

Debt Obligations - Rolling Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
2025	$ 9,503
2026	9,503
2027	9,503
2028	9,503
2029	9,503
Thereafter	898,022
Total debt obligations	945,537	$ 654,373
Credit Agreement \| Line of Credit \| Term Facility
Debt Instrument [Line Items]
2025	9,503
2026	9,503
2027	9,503
2028	9,503
2029	9,503
Thereafter	898,022
Total debt obligations	945,537
Credit Agreement \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
2025	0
2026	0
2027	0
2028	0
2029	0
Thereafter	0
Total debt obligations	$ 0

Settlement Assets and Customer/Subscriber Account Balances and Related Obligations

12 Months Ended

Dec. 31, 2024

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 related to these funds are not liabilities of the Company. Therefore, neither is recognized in the Company's Consolidated Balance Sheets. Member banks held merchant funds of $106.2 million and $98.0 million at December 31, 2024 and 2023, respectively.

Exception items that become the liability of the Company are recorded as merchant losses, a component of costs of services in the 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 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 years ended December 31, 2024, 2023 and 2022 were $11.0 million, $5.2 million and $4.1 million, respectively.

B2B Payments Segment

In the Company's B2B Payments segment, the Company earns revenues from certain of its services 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 as 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. As such, the associated obligations related to these funds are not liabilities of the Company; therefore, neither is recognized in the Company's Consolidated Balance Sheets. Bank-owned FBO accounts held funds of $64.8 million and $69.0 million at December 31, 2024 and 2023, respectively. Company-owned bank accounts held $1.6 million and $1.2 million at December 31, 2024 and 2023, respectively, which are included in restricted cash and settlement obligations in the Company's Consolidated Balance Sheets.

Exception items that the Company is still attempting to collect from the customers through the funds settlement process are recognized as settlement assets and customer/subscriber account balances in the Company's Consolidated Balance Sheets, with an offsetting reserve for those amounts the Company estimates it will not be able to recover. Expenses for these merchant losses for the years ended December 31, 2024, 2023 and 2022 were $0.6 million, $1.0 million, and $0.3 million, respectively.

The Company also accepts card payments from its B2B Payments segment customers and processes disbursements to their vendors within the Plastiq business. 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 Consolidated Balance Sheets.

Exception items that become the liability of the Company are recorded as merchant losses, a component of cost of revenue in the Company's Consolidated Statements of Operations and Comprehensive Income (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 year ended December 31, 2024 was $0.4 million. Expenses for merchant losses for the years ended December 31, 2023 and 2022 were not material.

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 $22.6 million and $19.6 million and at December 31, 2024 and 2023, respectively.

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


(in thousands)	December 31, 2024		December 31, 2023
Settlement Assets, net of estimated losses(1):
Card settlements due from merchants	$	2,587	$	2,705
Card settlements due from networks	12,307		8,185
Other settlement assets	1,730		889
Customer/Subscriber Account Balances:
Cash and cash equivalents	924,174		744,696

Total settlement assets and customer/subscriber account balances	$	940,798	$	756,475

Settlement and Customer/Subscriber Account Obligations:
Customer account obligations	$	897,497	$	710,775
Subscriber account obligations	26,677		33,921
Total customer/subscriber account obligations	924,174		744,696
Due to customer payees(2)	16,039		11,058
Total settlement and customer/subscriber account obligations	$	940,213	$	755,754

(1)Allowance for estimated losses was $7.9 million and $6.6 million as of December 31, 2024 and 2023, respectively.

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2024
Postemployment Benefits [Abstract]
Employee Benefit Plans	Employee Benefit Plans The Company sponsors a 401(k) defined contribution savings plan that covers substantially all of its eligible employees. Under the plan, the Company contributes safe-harbor matching contributions to eligible plan participants on an annual basis. The Company may also contribute additional discretionary amounts to plan participants. The Company's contributions to the plan were $2.4 million, $2.0 million and $1.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company offers a comprehensive medical benefit plan to eligible employees. All obligations under the plan are fully insured through third-party insurance companies. Employees participating in the medical plan pay a portion of the costs for the insurance benefits.

Revenues (Tables)

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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


	Years Ended December 31,
(in thousands)	2024		2023		2022
Revenue Type:
Merchant card fees	$	670,411	$	595,205	$	553,037
Money transmission services	130,123		98,137		71,536
Outsourced services and other services	67,018		49,600		29,627
Equipment	12,150		12,670		9,441
Total revenues(1)(2)	$	879,702	$	755,612	$	663,641

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


	Year Ended December 31, 2024
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB	$	595,104	$	—	$	6,293	$	12,150	$	613,547
B2B	75,822		—		13,281		—		89,103
Enterprise	1,989		130,123		48,336		—		180,448
Eliminations	(2,504)		—		(892)		—		(3,396)
Total revenues	$	670,411	$	130,123	$	67,018	$	12,150	$	879,702


	Year Ended December 31, 2023
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB	$	564,356	$	—	$	6,225	$	12,670	$	583,251
B2B	31,114		—		10,042		—		41,156
Enterprise	410		98,142		33,634		—		132,186
Eliminations	(675)		(5)		(301)		—		(981)
Total revenues	$	595,205	$	98,137	$	49,600	$	12,670	$	755,612


	Year Ended December 31, 2022
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB	$	549,646	$	—	$	3,150	$	9,441	$	562,237
B2B	3,390		—		15,500		—		18,890
Enterprise	1		71,536		10,977		—		82,514
Eliminations	—		—		—		—		—
Total revenues	$	553,037	$	71,536	$	29,627	$	9,441	$	663,641

Stock-based Compensation - 2018 Equity Incentive Plan (Details) - 2018 Equity Incentive Plan - shares		12 Months Ended
	Mar. 17, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Options and RSUs, Nonvested, Number of Shares [Roll Forward]
Common stock available for issuance at beginning of the period (in shares)		3,547,798	3,505,286	3,363,040
New shares authorized for issuance (in shares)	2,500,000			2,500,000
Stock option forfeited (in shares)		14,302	129,380	221,733
Shares withheld for taxes (in shares)		326,282	291,110	291,266
Common stock available for issuance at end of the period (in shares)		3,150,595	3,547,798	3,505,286
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award, Options and RSUs, Nonvested, Number of Shares [Roll Forward]
Granted (in shares)		(1,132,450)	(641,578)	(2,878,949)
Forfeited (in shares)		403,750	226,100	353,196
PSUs
Share-Based Compensation Arrangement by Share-Based Payment Award, Options and RSUs, Nonvested, Number of Shares [Roll Forward]
Granted (in shares)		(10,753)	0	(345,000)
Forfeited (in shares)		1,666	37,500	0

Nature of Business and Significant Accounting Policies - Share-based Compensation (Details)	12 Months Ended
	Dec. 31, 2024
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	3 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	4 years
Stock options compensation expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period (in years)	10 years

- 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

Nature of Business and Significant Accounting Policies - Inventory (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Write-off for obsolete inventory	$ 3.5	$ 0.0	$ 0.0
Inventory in transit	$ 7.1

Segment Information - Narrative (Details)	12 Months Ended
Segment Information - Narrative (Details)	Dec. 31, 2024 segment
Segment Reporting [Abstract]
Number of reportable segments	3

Commitments and Contingencies - Narrative (Details) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 31, 2024	Dec. 31, 2024	Dec. 31, 2023
Other Commitments [Line Items]
Damages sought per violation		$ 5,000
Litigation settlement	$ 19,500,000
Capital Commitments
Other Commitments [Line Items]
Capital commitments		$ 32,000,000	$ 26,000,000
Maximum number of days to compete capital contribution obligation		10 days
Payments to acquire interest in subsidiaries and affiliates		$ 19,700,000	11,800,000
Notes Receivable
Other Commitments [Line Items]
Capital commitments		11,300,000	3,100,000
Payments to acquire notes receivable		7,100,000	$ 3,100,000
Third-Party Processing Fees
Other Commitments [Line Items]
Purchase obligation current year		22,900,000
Purchase obligation next year		$ 25,400,000

Subsequent Events - Narrative (Details) - USD ($) $ in Thousands	Jan. 21, 2025	Dec. 31, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Contingent consideration		$ 10,685	$ 13,438
Letus Business \| Subsequent Event
Subsequent Event [Line Items]
Total consideration transferred	$ 11,000
Contingent consideration	6,500
Cash consideration	$ 4,500

Nature of Business and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Schedule of Accounts Receivable, Allowance for Credit Loss

A reconciliation of the beginning and ending amount of allowance for expected losses is as follows for the year ended December 31, 2024:


(in thousands)	Trade Receivables		Settlement assets
Balance at January 1, 2024	$	(5,289)	$	(6,558)
Charge-offs (recoveries), net	6,152		11,707
Provision	(3,908)		(13,085)
Balance at December 31, 2024	$	(3,045)	$	(7,936)

Schedule of Financing Receivable, Allowance for Credit Loss

A reconciliation of the beginning and ending amount of allowance for expected losses is as follows for the year ended December 31, 2024:


(in thousands)	Trade Receivables		Settlement assets
Balance at January 1, 2024	$	(5,289)	$	(6,558)
Charge-offs (recoveries), net	6,152		11,707
Provision	(3,908)		(13,085)
Balance at December 31, 2024	$	(3,045)	$	(7,936)

Schedule of Property, Equipment and Software


Property, equipment and software			Estimated Useful Life
Furniture and fixtures			5 - 10 years
Equipment			3 - 8 years
Computer software			2 - 5 years
Leasehold improvements			3 - 10 years

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


(in thousands)	December 31, 2024		December 31, 2023
Computer software	$	104,683	$	78,492
Equipment	11,571		10,377
Leasehold improvements	2,718		1,535
Furniture and fixtures	1,365		1,442
Property, equipment and software	120,337		91,846
Less: Accumulated depreciation	(70,258)		(56,442)
Capital work in-progress	2,398		9,276
Property, equipment and software, net	$	52,477	$	44,680


	Years Ended December 31,
(in thousands)	2024		2023		2022
Depreciation expense	$	13,896	$	11,494	$	9,511

Schedule of Indefinite-Lived Intangible Assets


Intangible Asset	Nature	Estimated Useful Life
ISO and Referral Partner Relationships	Acquired relationships with ISOs and referral partners	11 – 25 years
Residual Buyouts	Surrender of rights to receive commissions by ISOs	3 – 9 years
Customer Relationships	Acquired customer relationships	2 – 10 years
Merchant Portfolios	Acquired rights to a portfolio of merchants	5 – 10 years
Technology	Acquired proprietary software and website domains	6 – 10 years
Trade Names and Non-compete Agreements	Acquired trade names and non-compete agreements	3 – 10 years
Money Transmission Licenses	Acquired licenses to collect, store, lend and send money in forty six U.S. states, the District of Columbia and two U.S. territories.	indefinite

Schedule of Other Intangible Assets


Intangible Asset	Nature	Estimated Useful Life
ISO and Referral Partner Relationships	Acquired relationships with ISOs and referral partners	11 – 25 years
Residual Buyouts	Surrender of rights to receive commissions by ISOs	3 – 9 years
Customer Relationships	Acquired customer relationships	2 – 10 years
Merchant Portfolios	Acquired rights to a portfolio of merchants	5 – 10 years
Technology	Acquired proprietary software and website domains	6 – 10 years
Trade Names and Non-compete Agreements	Acquired trade names and non-compete agreements	3 – 10 years
Money Transmission Licenses	Acquired licenses to collect, store, lend and send money in forty six U.S. states, the District of Columbia and two U.S. territories.	indefinite

At December 31, 2024 and 2023, other intangible assets consisted of the following:


(in thousands, except weighted-average data)	December 31, 2024						Weighted-average Useful Life
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Other intangible assets:
ISO and referral partner relationships	$	182,339	$	(49,501)	$	132,838	14.6
Residual buyouts	143,862		(104,766)		39,096		6.2
Customer relationships	109,017		(95,320)		13,697		8.4
Merchant portfolios	83,350		(65,285)		18,065		6.5
Technology	58,639		(27,473)		31,166		8.7
Non-compete agreements	3,390		(3,390)		—		0.0
Trade names	7,104		(3,192)		3,912		10.6
Money transmission licenses(1)	2,100		—		2,100
Total gross carrying value	$	589,801	$	(348,927)	$	240,874	9.5

(1)These assets have an indefinite useful life.


(in thousands, except weighted-average data)	December 31, 2023						Weighted-average Useful Life
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Other intangible assets:
ISO relationships	$	182,339	$	(36,506)	$	145,833	14.7
Residual buyouts	135,164		(92,699)		42,465		6.3
Customer relationships	109,017		(92,781)		16,236		8.4
Merchant portfolios	83,350		(56,139)		27,211		6.5
Technology	57,639		(22,712)		34,927		9.0
Non-compete agreements	3,390		(3,390)		—		0.0
Trade names	7,104		(2,526)		4,578		11.7
Money transmission licenses(1)	2,100		—		2,100
Total gross carrying value	$	580,103	$	(306,753)	$	273,350	9.7

(1)These assets have an indefinite useful life.


	Years Ended December 31,
(in thousands)	2024		2023		2022
Amortization expense (1)	$	44,145	$	56,901	$	61,170

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment charges for intangible asset	$ 0.0	$ 0.0	$ 0.0

Stock-based Compensation - Narrative (Details) - USD ($)		12 Months Ended
	Mar. 17, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Jul. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Tax benefit recognized for equity-based compensation expense		$ 0	$ 0	$ 700,000
Equity-based compensation expense capitalized		$ 0
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
New shares authorized for issuance (in shares)	2,500,000			2,500,000
Stock options granted (in shares)		0	0	0
Intrinsic value		$ 800,000
Exercised (in shares)		267,384	0	0
Stock option expense, not yet recognized		$ 0
Restricted Stock Units (RSUs) - Service Based \| 2018 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option expense, not yet recognized		$ 5,500,000
Share-based awards, compensation cost recognition period (in years)		1 year 10 months 24 days
Restricted Stock Units (RSUs) - Performance Based With Market Condition \| 2018 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option expense, not yet recognized		$ 500,000
Share-based awards, compensation cost recognition period (in years)		1 year
Restricted Stock Units \| 2018 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value		$ 5,800,000	$ 1,300,000	$ 900,000

Acquisitions

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisitions

Acquisitions occurred in prior years

Plastiq Acquisition

On May 23, 2023, Plastiq, Powered by Priority, LLC (the "Acquiring Entity"), a subsidiary of Priority, entered into a stalking horse equity and asset 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 $37.0 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 final purchase price allocation is set forth in the table below:


(in thousands)
Consideration:
Cash	$	28,500
Contingent consideration payments (1)	8,419
Common equity of the Acquiring Entity	330
Less: cash and restricted cash acquired	(278)
Total purchase consideration, net of cash and restricted cash acquired	$	36,971

Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable	$	831
Prepaid expenses	490
Settlement assets	8,277
Equipment, net	47
Goodwill(3)	7,240
Intangible assets(2)	30,460
Accounts payable and accrued expenses	(1,881)
Customer deposits	(214)
Settlement obligations	(8,279)
Total purchase consideration	$	36,971

(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.

Redeemable Senior Preferred Stock and Warrants - Narrative (Details) - USD ($)						12 Months Ended
	Nov. 21, 2024	May 16, 2024	Jun. 30, 2023	Sep. 17, 2021	Apr. 27, 2021	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Debt and Equity Securities, FV-NI [Line Items]
Redeemable senior preferred stock, shares issued (in shares)					150,000	225,000	225,000
Redeemable senior preferred stock par value (in dollars per share)					$ 0.001	$ 0.001	$ 0.001
Warrants and rights, number of shares allowed to purchase (in shares)					1,803,841
Purchase price					$ 150,000,000
Discount					5,000,000
Issuance costs				$ 1,900,000	5,500,000
Sale of stock, additional shares, period one (in shares)				75,000
Maximum purchase price				$ 75,000,000
Discount on maximum purchase price				900,000
Proceeds from issuance of temporary equity					139,500,000
Temporary equity carrying value					131,400,000	$ 0	$ 258,605,000	$ 235,579,000
Non-current assets					$ 3,300,000
Ticketing fees				$ 700,000
Proceeds from issuance of long-term debt, net of issue discount	$ 113,300,000	$ 170,000,000				945,126,000	49,750,000	$ 0
Redemption of senior preferred stock and accumulated dividend	88,100,000	136,900,000				268,498,000
Temporary equity, redemption of accretion of dividends	22,600,000	29,400,000
Cash portion of dividend and ticking fee outstanding at the end of the year	1,500,000	2,200,000					7,027,000
Unpaid dividend on redeemable senior preferred stock	1,100,000	$ 1,500,000				$ 11,059,000	$ 18,000,000
Dividend rate, floor (as a percent)			1.00%
Dividend rate (as a percent)							17.70%
Warrants, exercise price (in dollars per share)					$ 0.001
Revolving Credit Facility \| 2024 Credit Agreement \| Line of Credit
Debt and Equity Securities, FV-NI [Line Items]
Increase in borrowing capacity	$ 115,000,000
Secured Overnight Financing Rate (SOFR)
Debt and Equity Securities, FV-NI [Line Items]
Temporary equity, adjustment rate			0.0026
Base Rate
Debt and Equity Securities, FV-NI [Line Items]
Variable rate (as a percent)			12.00%
Issuance Upon Acquisition Closing
Debt and Equity Securities, FV-NI [Line Items]
Sale of stock, additional shares, period one (in shares)					50,000
Maximum purchase price					$ 50,000,000
Discount on maximum purchase price					$ 600,000
Period of agreement (in months)					18 months
Issuance Upon Satisfaction Of Closing Conditions
Debt and Equity Securities, FV-NI [Line Items]
Sale of stock, additional shares, period one (in shares)					50,000
Maximum purchase price					$ 50,000,000
Discount on maximum purchase price					600,000
APIC
Debt and Equity Securities, FV-NI [Line Items]
Maximum purchase price					$ 11,400,000
Maximum \| Secured Overnight Financing Rate (SOFR)
Debt and Equity Securities, FV-NI [Line Items]
Variable rate (as a percent)			22.50%

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable allowance for credit loss	$ 3,045	$ 5,289
Notes receivable, allowance for credit loss	$ 0	$ 0
Redeemable senior preferred stock par value (in dollars per share)	$ 0.001	$ 0.001
Redeemable senior preferred stock, shares authorized (in shares)	250,000	250,000
Redeemable senior preferred stock, shares issued (in shares)	225,000	225,000
Redeemable senior preferred stock, shares outstanding (in shares)	0	225,000
Preferred stock par value (in dollars 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)	81,866,711	79,589,055
Common stock, shares outstanding (in shares)	77,479,908	76,956,889
Treasury stock (in shares)	4,386,803	2,632,166

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2024

Accounts Payable [Abstract]

Schedule of Accounts Payable and Accrued Expenses

The components of accounts payable and accrued expenses consisted of the following:


(in thousands)	December 31, 2024		December 31, 2023
Accrued expenses	$	26,787	$	12,621
Accrued card network fees	14,311		14,320
Accrued compensation	2,570		8,748
Contingent consideration, current portion	3,891		5,951
Accounts payable	14,590		11,003
Total accounts payable and accrued expenses	$	62,149	$	52,643

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

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


(in thousands)	December 31, 2024		December 31, 2023
SMB Payments	$	124,139	$	124,139
Enterprise Payments	244,712		244,712
Plastiq (B2B Payments)	7,240		7,252
Total	$	376,091	$	376,103

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


(in thousands)	Amount
Balance at January 1, 2024	$	376,103
Plastiq adjustment	(12)
Balance at December 31, 2024	$	376,091

Schedule of Other Intangible Assets


Intangible Asset	Nature	Estimated Useful Life
ISO and Referral Partner Relationships	Acquired relationships with ISOs and referral partners	11 – 25 years
Residual Buyouts	Surrender of rights to receive commissions by ISOs	3 – 9 years
Customer Relationships	Acquired customer relationships	2 – 10 years
Merchant Portfolios	Acquired rights to a portfolio of merchants	5 – 10 years
Technology	Acquired proprietary software and website domains	6 – 10 years
Trade Names and Non-compete Agreements	Acquired trade names and non-compete agreements	3 – 10 years
Money Transmission Licenses	Acquired licenses to collect, store, lend and send money in forty six U.S. states, the District of Columbia and two U.S. territories.	indefinite

At December 31, 2024 and 2023, other intangible assets consisted of the following:


(in thousands, except weighted-average data)	December 31, 2024						Weighted-average Useful Life
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Other intangible assets:
ISO and referral partner relationships	$	182,339	$	(49,501)	$	132,838	14.6
Residual buyouts	143,862		(104,766)		39,096		6.2
Customer relationships	109,017		(95,320)		13,697		8.4
Merchant portfolios	83,350		(65,285)		18,065		6.5
Technology	58,639		(27,473)		31,166		8.7
Non-compete agreements	3,390		(3,390)		—		0.0
Trade names	7,104		(3,192)		3,912		10.6
Money transmission licenses(1)	2,100		—		2,100
Total gross carrying value	$	589,801	$	(348,927)	$	240,874	9.5

(1)These assets have an indefinite useful life.


(in thousands, except weighted-average data)	December 31, 2023						Weighted-average Useful Life
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Other intangible assets:
ISO relationships	$	182,339	$	(36,506)	$	145,833	14.7
Residual buyouts	135,164		(92,699)		42,465		6.3
Customer relationships	109,017		(92,781)		16,236		8.4
Merchant portfolios	83,350		(56,139)		27,211		6.5
Technology	57,639		(22,712)		34,927		9.0
Non-compete agreements	3,390		(3,390)		—		0.0
Trade names	7,104		(2,526)		4,578		11.7
Money transmission licenses(1)	2,100		—		2,100
Total gross carrying value	$	580,103	$	(306,753)	$	273,350	9.7

(1)These assets have an indefinite useful life.


	Years Ended December 31,
(in thousands)	2024		2023		2022
Amortization expense (1)	$	44,145	$	56,901	$	61,170

Schedule of Intangible Assets, Estimated Amortization Expense by Year

The estimated amortization expense of intangible assets as of December 31, 2024, for the next five years and thereafter is:


(in thousands)	Estimated Amortization Expense
Year Ending December 31,
2025	$	37,097
2026	36,309
2027	34,044
2028	25,710
2029	21,937
Thereafter	83,677
Total(1)	$	238,774

(1)Total will not agree to the intangible asset net book value due to intangible assets with indefinite useful life.

- 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
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-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 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-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 8: http://www.xbrl.org/2009/role/commonPracticeRef
-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 9: http://www.xbrl.org/2009/role/commonPracticeRef
-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 10: http://www.xbrl.org/2009/role/commonPracticeRef
-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 11: http://www.xbrl.org/2009/role/commonPracticeRef
-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/2009/role/commonPracticeRef
-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

Stock-based Compensation - Equity-classified Restricted Stock Units Activity (Details) - 2018 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restricted Stock Units (RSUs) - Service Based
Underlying Common Shares
Unvested, beginning of period (in shares)	1,969,096	2,582,400	879,250
Granted (in shares)	1,132,450	641,578	2,878,948
Forfeited (in shares)	(403,750)	(226,100)	(353,196)
Vested (in shares)	(1,037,012)	(1,028,782)	(822,602)
Unvested, end of period (in shares)	1,660,784	1,969,096	2,582,400
Weighted-average Grant Date Fair Value
Unvested at beginning of period (in dollars per share)	$ 5.68	$ 5.70	$ 5.51
Granted (in dollars per share)	4.37	3.81	6.14
Forfeited (in dollars per share)	6.37	5.44	6.04
Vested (in dollars per share)	5.06	5.60	5.44
Unvested at ending of period (in dollars per share)	$ 5.00	$ 5.68	$ 5.70
Restricted Stock Units (RSUs) - Service Based \| Non-Employee Board Of Directors
Underlying Common Shares
Granted (in shares)	175,720	143,605	228,347
Weighted-average Grant Date Fair Value
Fair value of granted arrangement	$ 0.6	$ 0.5	$ 1.1
Restricted Stock Units (RSUs) - Performance Based With Market Condition
Underlying Common Shares
Unvested, beginning of period (in shares)	289,995	99,453	99,453
Granted (in shares)	10,753	345,000	64,366
Forfeited (in shares)	(1,666)	(37,500)
Vested (in shares)	(101,674)	(116,958)	(64,366)
Unvested, end of period (in shares)	197,408	289,995	99,453
Weighted-average Grant Date Fair Value
Unvested at beginning of period (in dollars per share)	$ 5.31	$ 3.24	$ 4.46
Granted (in dollars per share)	9.30	5.31	5.00
Forfeited (in dollars per share)	5.31	5.31
Vested (in dollars per share)	5.31	5.12	6.90
Unvested at ending of period (in dollars per share)	$ 5.56	$ 5.31	$ 3.24

(Loss) Earnings per Common Share (Tables)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Common Share

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


(in thousands except per share amounts)	Years Ended December 31,
	2024		2023		2022
Numerator:
Net income (loss)	$	24,015	$	(1,311)	(2,150)
Less: Dividends, accretion, and related excise tax attributable to redeemable senior preferred stockholders	(47,336)		(47,744)		(36,880)
Less: NCI preferred unit redemptions	(639)		—		—
Less: Earnings attributable to NCI	—		—		—
Net loss attributable to common shareholders	$	(23,960)	$	(49,055)	$	(39,030)
Denominator:
Basic and diluted:
Weighted-average common shares outstanding(1)	77,993		78,333		78,233
Loss per common share	$	(0.31)	$	(0.63)	$	(0.50)

(1)The weighted-average common shares outstanding includes 1,803,841 warrants issued in the second quarter of 2021 (refer to Note 11, Redeemable Senior Preferred Stock and Warrants).

Schedule of Antidilutive Securities

Potentially anti-dilutive securities that were excluded from (loss) earnings per common share that could potentially be dilutive in future periods are as follows:


	Common Stock Equivalents at December 31,
(in thousands)	2024	2023	2022
Outstanding warrants on common stock(1)	—	—	3,556
Outstanding options and warrants issued to adviser(2)	—	—	600
Restricted stock awards(3)	721	1,180	2,440

Outstanding stock option awards(3)	840	900	1,098
Total	1,561	2,080	7,694

(1)The warrants were exercisable at $11.50 per share and expired on August 24, 2023. Refer to Note 13. Shareholders' Deficit.

(2)The warrants and options were exercisable at $12.00 per share and expired on August 24, 2023. Refer Note 13. Shareholders' Deficit.

(3)Granted under the 2018 Plan.

Redeemable Senior Preferred Stock and Warrants - Schedule of Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Nov. 21, 2024	May 16, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]
Dividends paid in cash			$ 16,619	$ 26,404
Accumulated dividends accrued as part of the carrying value of redeemable senior preferred stock	$ 1,100	$ 1,500	11,059	18,000
Dividends declared			27,678	44,404
Temporary equity, dividends payable			0	7,000
Cumulative preferred dividends in arrears			$ 0	$ 43,498
Redeemable senior preferred stock, shares outstanding (in shares)			0	225,000	225,000
Cumulative preferred dividends in arrears, per share (in dollars per share)			$ 0	$ 193.3

Notes Receivable (Tables)

12 Months Ended

Dec. 31, 2024

Receivables [Abstract]

Schedule of Financing Receivable, before Allowance for Credit Loss, Maturity

As of December 31, 2024, the principal payments for the Company's notes receivables are due as follows:


(in thousands)
Year Ending December 31,
2025	$	3,638
2026	2,283
2027	1,732
2028	904
2029	—
Thereafter	—
Total	$	8,557

Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ (348,927)	$ (306,753)
Total	$ 238,774
Weighted-average Useful Life	9 years 6 months	9 years 8 months 12 days
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Value	$ 589,801	$ 580,103
Accumulated Amortization	(348,927)	(306,753)
Net Carrying Value	240,874	273,350
Amortization expense	44,145	56,901	$ 61,170
Amortization of acquisition costs	2,000	1,000	$ 200
Money Transmitter Licenses
Indefinite-lived Intangible Assets [Line Items]
Money transmitter licenses	2,100	2,100
ISO and referral partner relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	182,339	182,339
Accumulated Amortization	(49,501)	(36,506)
Total	$ 132,838	$ 145,833
Weighted-average Useful Life	14 years 7 months 6 days	14 years 8 months 12 days
Indefinite-lived Intangible Assets [Line Items]
Accumulated Amortization	$ (49,501)	$ (36,506)
Residual buyouts
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	143,862	135,164
Accumulated Amortization	(104,766)	(92,699)
Total	$ 39,096	$ 42,465
Weighted-average Useful Life	6 years 2 months 12 days	6 years 3 months 18 days
Indefinite-lived Intangible Assets [Line Items]
Accumulated Amortization	$ (104,766)	$ (92,699)
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	109,017	109,017
Accumulated Amortization	(95,320)	(92,781)
Total	$ 13,697	$ 16,236
Weighted-average Useful Life	8 years 4 months 24 days	8 years 4 months 24 days
Indefinite-lived Intangible Assets [Line Items]
Accumulated Amortization	$ (95,320)	$ (92,781)
Merchant portfolios
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	83,350	83,350
Accumulated Amortization	(65,285)	(56,139)
Total	$ 18,065	$ 27,211
Weighted-average Useful Life	6 years 6 months	6 years 6 months
Indefinite-lived Intangible Assets [Line Items]
Accumulated Amortization	$ (65,285)	$ (56,139)
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	58,639	57,639
Accumulated Amortization	(27,473)	(22,712)
Total	$ 31,166	$ 34,927
Weighted-average Useful Life	8 years 8 months 12 days	9 years
Indefinite-lived Intangible Assets [Line Items]
Accumulated Amortization	$ (27,473)	$ (22,712)
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	3,390	3,390
Accumulated Amortization	(3,390)	(3,390)
Total	$ 0	$ 0
Weighted-average Useful Life	0 years	11 years 8 months 12 days
Indefinite-lived Intangible Assets [Line Items]
Accumulated Amortization	$ (3,390)	$ (3,390)
Trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	7,104	7,104
Accumulated Amortization	(3,192)	(2,526)
Total	$ 3,912	$ 4,578
Weighted-average Useful Life	10 years 7 months 6 days	0 years
Indefinite-lived Intangible Assets [Line Items]
Accumulated Amortization	$ (3,192)	$ (2,526)

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Effective income tax rate	35.60%	118.30%	(167.20%)
Deferred tax assets, valuation allowance	$ 21,625	$ 19,421
Possible decrease in uncertain tax benefits	100
Tax Cuts and Jobs Act of 2017, interest deduction limitation	87,600
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	$ 19,900	$ 17,900

Property, Equipment and Software (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Equipment and Software


Property, equipment and software			Estimated Useful Life
Furniture and fixtures			5 - 10 years
Equipment			3 - 8 years
Computer software			2 - 5 years
Leasehold improvements			3 - 10 years

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


(in thousands)	December 31, 2024		December 31, 2023
Computer software	$	104,683	$	78,492
Equipment	11,571		10,377
Leasehold improvements	2,718		1,535
Furniture and fixtures	1,365		1,442
Property, equipment and software	120,337		91,846
Less: Accumulated depreciation	(70,258)		(56,442)
Capital work in-progress	2,398		9,276
Property, equipment and software, net	$	52,477	$	44,680


	Years Ended December 31,
(in thousands)	2024		2023		2022
Depreciation expense	$	13,896	$	11,494	$	9,511

Nature of Business and Significant Accounting Policies - Allowance for Doubtful Accounts Receivable and Notes Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Accounts receivable allowance for credit loss	$ 3,045	$ 5,289
Notes receivable, allowance for credit loss	0	0
Allowance for estimated losses	$ 7,900	$ 6,600