Priority Technology (PRTH) 10-Q 16 Aug 21 2021 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2021	Aug. 06, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
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	(800)
Local Phone Number	935-5964
Title of 12(b) Security	Common stock, par value $0.001
Trading Symbol	PRTH
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		69,137,277
Entity Central Index Key	0001653558
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 11,111,000	$ 9,241,000
Restricted cash	18,232,000	78,879,000
Accounts receivable, net of allowance of $417 and $574	50,596,000	41,321,000
Prepaid expenses and other current assets	5,443,000	3,500,000
Current portion of notes receivable, net of allowance of $467 and $467	230,000	2,190,000
Settlement assets	722,000	753,000
Total current assets	86,334,000	135,884,000
Notes receivable, less current portion	3,915,000	5,527,000
Property, equipment, and software, net	24,245,000	22,875,000
Goodwill	124,078,000	106,832,000
Intangible assets, net	145,836,000	98,057,000
Deferred income taxes, net	47,578,000	46,697,000
Other non-current assets	10,890,000	1,957,000
Total assets	442,876,000	417,829,000
Current liabilities:
Accounts payable and accrued expenses	37,420,000	29,821,000
Accrued residual commissions	28,201,000	23,824,000
Customer deposits and advance payments	4,269,000	2,883,000
Current portion of long-term debt	3,000,000	19,442,000
Settlement obligations	11,278,000	72,878,000
Total current liabilities	84,168,000	148,848,000
Long-term debt, net of current portion, discounts and debt issuance costs	318,187,000	357,873,000
Other non-current liabilities	8,333,000	9,672,000
Total long-term liabilities	326,520,000	367,545,000
Total liabilities	410,688,000	516,393,000
Commitments and Contingencies
Redeemable senior preferred stock:
Redeemable senior preferred stock - $0.001 par value per share; 250,000 shares authorized; 150,000 issued; 150,000 shares outstanding at June 30, 2021	133,762,000	0
Stockholders' deficit:
Preferred stock - $0.001 par value per share; 100,000,000 shares authorized; zero issued or outstanding	0	0
Common stock - $0.001 par value per share; 1.0 billion shares authorized; 69,561,311 shares issued at June 30, 2021 and 67,842,204 shares issued at December 31, 2020; 69,110,087 shares outstanding at June 30, 2021 and 67,390,980 shares outstanding at December 31, 2020	70,000	68,000
Additional paid-in capital	14,913,000	5,769,000
Treasury stock, 451,224 common shares, at cost	(2,388,000)	(2,388,000)
Accumulated deficit	(114,169,000)	(102,013,000)
Total stockholders' deficit	(101,574,000)	(98,564,000)
Total liabilities, redeemable senior preferred stock and stockholders' deficit	$ 442,876,000	$ 417,829,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Accounts receivable allowance for credit loss	$ 417	$ 574
Notes receivable allowance for credit loss	$ 467	$ 467
Redeemable senior preferred stock:
Temporary equity par value (USD per share)	$ 0.001
Temporary equity, shares authorized (in shares)	250,000
Temporary equity, shares issued (in shares)	150,000
Temporary equity, shares outstanding (in shares)	150,000	0
Stockholders' deficit:
Preferred stock par value (USD per share)	$ 0.001	$ 0.001
Preferred stock authorized (in shares)	100,000,000	100,000,000
Preferred stock issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock par value (USD per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	1,000,000,000	1,000,000,000
Common stock issued (in shares)	69,561,311	67,842,204
Common stock outstanding (in shares)	69,110,087	67,390,980
Treasury stock (in shares)	451,224	451,224

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
REVENUES
REVENUES	$ 125,014	$ 92,356	$ 238,311	$ 189,289
OPERATING EXPENSES:
Cost, Product and Service [Extensible Enumeration]			us-gaap:ServiceMember
Costs of services	89,831	62,398	$ 171,694	128,762
Salary and employee benefits	10,351	9,556	19,899	19,685
Depreciation and amortization	10,723	10,363	19,793	20,635
Selling, general and administrative	6,704	6,008	14,993	12,617
Total operating expenses	117,609	88,325	226,379	181,699
Income from operations	7,405	4,031	11,932	7,590
OTHER EXPENSES:
Interest expense	(7,285)	(11,668)	(16,453)	(21,983)
Debt extinguishment and modification costs	(8,322)	0	(8,322)	(376)
Other income (expenses), net	215	194	(54)	224
Total other expenses, net	(15,392)	(11,474)	(24,829)	(22,135)
Loss before income taxes	(7,987)	(7,443)	(12,897)	(14,545)
Income tax expense (benefit)	1,490	415	(741)	(818)
Net loss	(9,477)	(7,858)	(12,156)	(13,727)
Dividends and accretion attributable to redeemable senior preferred stockholders	(3,911)	0	(3,911)	0
Non-controlling interest preferred unit redemptions	(10,777)	0	(10,777)	0
Net loss attributable to common stockholders	$ (24,165)	$ (7,858)	$ (26,844)	$ (13,727)
Loss per common share:
Basic (USD per Share)	$ (0.35)	$ (0.12)	$ (0.39)	$ (0.20)
Diluted (USD per share)	$ (0.35)	$ (0.12)	$ (0.39)	$ (0.20)
Weighted-average common shares outstanding:
Basic (in shares)	69,496	67,114	68,525	67,088
Diluted (in shares)	69,496	67,114	68,525	67,088

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Net loss	$ (12,156)	$ (13,727)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization of assets	19,793	20,635
Equity-classified and liability-classified stock-based compensation	1,414	1,026
Amortization of debt issuance costs and discounts	1,158	1,116
Debt extinguishment and modification costs	3,006	0
Deferred income tax benefit	(3,446)	(3,569)
Change in allowance for deferred tax assets	2,565	2,642
Payment-in-kind interest	2,512	3,415
Other non-cash items, net	(39)	206
Change in operating assets and liabilities (net of acquisitions):
Accounts receivable	(9,115)	974
Settlement assets and obligations, net	(61,570)	1,584
Prepaid expenses and other current assets	(1,626)	851
Notes receivable	198	(888)
Accounts payable and other accrued liabilities	10,490	(1,845)
Customer deposits and advance payments	1,385	(2,046)
Other assets and liabilities, net	307	(552)
Net cash (used in) provided by operating activities	(45,124)	9,822
Cash flows from investing activities:
Acquisition of business	(34,507)	0
Additions to property, equipment, and software	(5,222)	(4,249)
Acquisitions of intangible assets	(43,353)	(3,286)
Net cash used in investing activities	(83,082)	(7,535)
Repayments of Lines of Credit	0	(4,000)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of issue discount	293,619	0
Debt issuance and modification costs paid	(7,597)	(2,749)
Repayments of long-term debt	(384,552)	(2,003)
Borrowings under revolving credit facility	30,000	7,000
Repayments under revolving credit facility	0	(4,000)
Proceeds from issuance of senior preferred equity, net of issue discount	145,000	0
Senior preferred equity issuance fees and costs	(5,472)	0
Dividends paid to redeemable senior preferred stockholders	(1,575)	0
Redemption of redeemable non-controlling interest of subsidiary	(815)	0
Proceeds from exercise of stock options	821	0
Net cash provided by (used in) financing activities	69,429	(1,752)
Net (decrease) increase in cash and restricted cash	(58,777)	535
Cash and restricted cash at beginning of period	88,120	50,465
Cash and restricted cash at end of period	29,343	51,000
Supplemental cash flow information:
Cash paid for interest	10,276	17,032
Non-cash investing and financing activities:
Payment-in-kind interest	2,512	3,415
Payment of accrued contingent consideration for asset acquisition from offset of account receivable	0	1,686
Accruals for asset acquisition contingent consideration	3,797	0
Notes receivable from sellers used as partial consideration for acquisitions	3,499	0
Reconciliation of cash and restricted cash:
Cash	11,111	5,854
Restricted cash	18,232	45,146
Total cash and restricted cash	$ 29,343	$ 51,000

BASIS OF PRESENTATION AND SIGNI

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Business, Consolidation, and Presentation Priority Technology Holdings, Inc. and its consolidated subsidiaries are referred to herein collectively as "Priority," "PRTH," the "Company," "we," "our" or "us," unless the context requires otherwise. Priority is a provider of merchant acquiring, integrated payment software and commercial payment solutions. The Company operates on a calendar year ending each December 31 and on four calendar quarters ending on March 31, June 30, September 30, and December 31 of each year. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. These unaudited condensed consolidated financial statements include the accounts of the Company including those of its majority-owned subsidiaries, and all material intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States ("GAAP") for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated balance sheet as of December 31, 2020 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 but does not include all disclosures required by GAAP for annual financial statements. In the opinion of the Company's management, all known adjustments necessary for a fair presentation of the results of the interim periods have been made. These adjustments consist of normal recurring accruals and estimates that affect the carrying amount of assets and liabilities. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. In particular, the continued magnitude, duration and effects of the Coronavirus Disease ("COVID-19") pandemic are difficult to predict, and the ultimate effect could result in future charges related to the recoverability of assets, including financial assets, long-lived assets, goodwill, and other losses. Status as an Emerging Growth Company The Company is an Emerging Growth Company ("EGC"), as defined in the Jumpstart Our Business Startups Act of 2012. The Company may remain an EGC until December 31, 2021. However, if the Company's non-convertible debt issued within a rolling three-year period exceeds $1.0 billion, the Company would cease to be an EGC immediately, or if its revenue for any fiscal year exceeds $1.07 billion, the Company would cease to be an EGC as of the beginning of the following year. As an EGC, the Company is not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Additionally, the Company may continue to elect to delay the adoption of any new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, the Company's financial statements may not be comparable to companies that comply with public company effective dates. Comprehensive Income (Loss) For the three months and six months ended June 30, 2021 and June 30, 2020, the Company had no activities to report as components of other comprehensive income (loss). Therefore, no separate Statement of Comprehensive Income (Loss) was prepared for any reporting period as the Company's net income (loss) from continuing operations comprises all of its comprehensive income (loss). Comparability of Reporting Periods Certain prior period amounts in these unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation, with no net effect on income from operations, income (loss) before income taxes, net income (loss), stockholders' deficit, or cash flows from operations, investing, or financing activities for any period presented. Accounting Policies and New Accounting Standards Adopted Simplifying the Accounting for Income Taxes (ASU 2019-12) In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12, Simplifying the Accounting for Income Taxes , which is intended to enhance and simplify various aspects of the accounting for income taxes. The amendments in this update remove certain exceptions to the general principles in ASC Topic 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and amends existing guidance to improve consistency in application of the accounting for franchise taxes, enacted changes in tax laws or rates and transactions that result in a step-up in the tax basis of goodwill. The adoption of ASU 2019-12 on January 1, 2021 did not have a material effect on our consolidated financial statements. Recently Issued Accounting Standards Pending Adoption The following standards are pending adoption and will likely apply to the Company in future periods based on the Company's current business activities. Implementation Costs Incurred in Cloud Computing Arrangements (ASU 2018-15) In August 2018, the FASB issued ASU 2018-15, Implementation Costs Incurred in Cloud Computing Arrangements , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). As an EGC, this ASU is effective for the Company's annual reporting period beginning January 1, 2021, and will be effective for interim periods beginning in 2022. The amendments are applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption, and the Company has not yet made a determination to use the retrospective or prospective adoption method. Based on current operations of the Company, the adoption of ASU 2018-15 is not expected to have a material effect on the Company's results of operations, financial position, or cash flows. Reference Rate Reform (ASU 2020-04) On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financial Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contract at the modification date or reassess a previous accounting determination. ASU 2021-01 ASU 2020-04 can be adopted at any time before December 31, 2022. The provisions of ASU 2020-04 may impact the Company if future debt modifications or refinancings utilize one or more of the reference rates covered by the provisions of this ASU. Leases (ASC 842) In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases-Topic 842 , which has been codified in ASC 842, Leases . Under this new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases): 1) a lease liability equal to the lessee's obligation to make lease payments arising from a lease, measured on a discounted basis and 2) a right-of-use asset which will represent the lessee's right to use, or control the use of, a specified asset for the lease term. As an EGC, this standard is effective for the Company's annual and interim reporting periods beginning 2022. The adoption of ASC 842 will require the Company to recognize non-current assets and liabilities for right-of-use assets and operating lease liabilities on its consolidated balance sheet, but it is not expected to have a material effect on the Company's results of operations or cash flows. ASC 842 will also require additional footnote disclosures to the Company's consolidated financial statements. Credit Losses (ASU 2016-13 and ASU 2018-19) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses Topic 326: Measurement of Credit Losses on Financial Instruments . This new guidance will change how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments. ASU 2016-13 will replace the current "incurred loss" model with an "expected loss" model. Under the "incurred loss" model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (i.e., that it has been "incurred"). Under the "expected loss" model, a loss (or allowance) is recognized upon initial recognition of the asset that reflects all future events that leads to a loss being realized, regardless of whether it is probable that the future event will occur. The "incurred loss" model considers past events and current conditions, while the "expected loss" model includes expectations for the future which have yet to occur. The standard will require entities to record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating the potential impact that ASU 2016-13 may have on the timing of recognizing future provisions for expected losses on the Company's accounts receivable and notes receivable. Since the Company is a Smaller Reporting Company (“SRC”), the Company must adopt this new standard no later than the beginning of 2023 for annual and interim reporting periods. Goodwill Impairment Testing (ASU 2017-04) In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other Topic 350: Simplifying the Test for Goodwill Impairment

REVENUES

REVENUES	6 Months Ended
	Jun. 30, 2021
Revenue from Contract with Customer [Abstract]
REVENUES	REVENUES For all periods presented, substantially all of the Company’s revenues from services were recognized over time. Revenues and commissions earned from the sales of payment equipment were typically recognized at a point in time. The following table presents a disaggregation of the Company's consolidated revenues by type, and the relationships to the Company's reportable segments, for the three months and six months ended June 30, 2021 and June 30, 2020: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenue Type Merchant card fees $ 118,367 $ 85,686 $ 226,069 $ 174,772 Outsourced services and other services 4,825 5,965 9,203 12,756 Equipment 1,822 705 3,039 1,761 Total revenues $ 125,014 $ 92,356 $ 238,311 $ 189,289 Revenues earned in these disaggregated categories consist of following: • Merchant card fees - revenues related to discount rates and interchange fees earned from payment services provided by the Company's Consumer Payments, Commercial Payments, and Integrated Partners segments. • Outsourced services and other services - business process outsourcing services provided by our Commercial Payments segment primarily to certain business customers of American Express, auxiliary services provided primarily to customers in the Company's Integrated Partners segment, and revenue from Automated Clearing House ("ACH") services. • Equipment - revenues from sales of point-of-sale equipment and other payment-processing equipment sold to customers in the Company's Consumer Payments segment. Transaction Price Allocated to Future Performance Obligations ASC 606, Revenue Recognition ASU 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. 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. Contract Costs For new, renewed, or anticipated contracts with customers, the Company does not incur material amounts of incremental costs to obtain such contracts, as those costs are defined by ASC 340-40, Related Costs to Obtain or Fulfill a Contract with Customers ASU 340-40. Fulfillment costs, as defined by ASC 340-40, typically benefit only the period (typically a month in duration) in which they are incurred and therefore are expensed in the period incurred (i.e., not capitalized) unless they meet criteria to be capitalized under other accounting guidance. The Company pays commissions to most of its Independent Sales Organizations ("ISO"), and for certain ISOs the Company also pays (through a higher commission rate) them to provide customer service and other services directly to our merchant customers. The ISO is typically an independent contractor or agent of the Company. Although certain ISOs may have merchant portability rights, the merchant meets the definition of a customer for the Company even if the ISO has merchant portability rights. Since payments to ISOs are dependent substantially on variable merchant payment volumes generated after the merchant enters into a new or renewed contract, these payments to ISOs are not deemed to be a cost to acquire a new contract since the ISO payments are based on factors that will arise subsequent to the event of obtaining a new or renewed contract. Also, payments to ISOs pertain only to a specific month’s activity. For payments made, or due, to an ISO, the expenses are reported within income from operations on our statements of operations. The Company from time-to-time may 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 by the Company under the accounting guidance for intangible assets. Contract Assets and Contract Liabilities A contract with a customer creates legal rights and obligations. 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 sheet and are classified as current or noncurrent based on the nature of the underlying contractual rights and obligations. Supplemental balance sheet information related to contracts from customers as of June 30, 2021 and December 31, 2020 was as follows: (in thousands) Consolidated Balance Sheet Location June 30, 2021 December 31, 2020 Liabilities: Contract liabilities, net (current) Customer deposits and advance payments $1,494 $1,494 The balances for the contract liabilities were approximately $1.6 million, $1.7 million and $1.9 million at June 30, 2020, March 31, 2020 and January 1, 2020 respectively. The changes in the balances during the three months and six months ended June 30, 2021 and June 30, 2020 were due to the timing of advance payments received from the customer. Substantially all of these balances are recognized as revenue within twelve months. Net contract assets were not material for any period presented. Impairment losses recognized on receivables or contract assets arising from the Company's contracts with customers were not material for the three months and six months ended June 30, 2021 and June 30, 2020.

SETTLEMENT ASSETS AND OBLIGATIO

SETTLEMENT ASSETS AND OBLIGATIONS	6 Months Ended
	Jun. 30, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
SETTLEMENT ASSETS AND OBLIGATIONS	SETTLEMENT ASSETS AND OBLIGATIONS Consumer Payments Segment In the Company’s Consumer 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 restrict non-members, such as the Company, from performing funds settlement or accessing merchant settlement funds. Instead, these funds must be in the possession of a member bank until the merchant is funded. The Company has agreements with member banks which allow the Company to route transactions under the member bank's control to clear transactions through the card networks. Timing differences, interchange fees, merchant reserves and exception items cause differences between the amounts received from the card networks and the amounts funded to the merchants. 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 $120.9 million and $103.8 million at June 30, 2021 and December 31, 2020, respectively. Exception items include items such as customer chargeback amounts received from merchants and other losses. Under agreements between the Company and its merchant customers, the merchants assume liability for such chargebacks and losses. If the Company is ultimately unable to collect amounts from the merchants for any charges or losses due to merchant fraud, insolvency, bankruptcy or any other reason, it may be liable for these charges. In order to mitigate the risk of such liability, the Company may (1) require certain merchants to establish and maintain reserves designed to protect the Company from such charges or losses under its risk-based underwriting policy and (2) engage with certain ISOs in partner programs in which the ISOs assume liability for these charges or losses. A merchant reserve account is funded by the merchant and held by the member bank during the term of the merchant agreement. Unused merchant reserves are returned to the merchant after termination of the merchant agreement or in certain instances upon a reassessment of risks during the term of the merchant agreement. 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. 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 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 actual and estimated merchant losses for the three months and six months ended June 30, 2021 were $0.6 million and $1.0 million, respectively. Expenses for actual and estimated merchant losses for the three months and six months ended June 30, 2020 were $1.2 million and $2.1 million, respectively. Commercial Payments Segment In the Company’s Commercial Payments segment, the Company earns revenue from certain of its services by processing transactions for financial institutions 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 For the Benefit Of ("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 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. Bank-owned FBO accounts held funds of $57.9 million at June 30, 2021, which was the result of a transfer of customer restricted cash from Company-owned bank accounts to bank-owned FBO accounts due to a change in our business practice for certain types of customer deposits and cash advance payments. Company-owned bank accounts held $11.3 million at June 30, 2021 and $72.9 million at December 31, 2020; therefore, these cash balances are included within restricted cash and settlement obligations in the Company’s consolidated balance sheets. The Company's settlement assets and obligations at June 30, 2021 and December 31, 2020 were as follows: (in thousands) June 30, 2021 December 31, 2020 Settlement Assets: Card settlements due from merchants, net of estimated losses $ 722 $ 753 Settlement Obligations: Due to customer payees $ 11,278 $ 72,878

ACQUISITIONS

ACQUISITIONS	3 Months Ended
	Jun. 30, 2021
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS	ACQUISITIONSBased on their purchase prices and pre-acquisition operating results and assets, none of the businesses acquired by the Company in 2021, as described below, met the materiality requirements for pro forma disclosures. Pending Merger with Finxera On March 5,2021, we announced that we entered into a Merger Agreement (the "Merger Agreement") with Finxera Holdings, Inc. ("Finxera"), Prime Warrior Acquisition Corp., an indirect wholly owned subsidiary of the Company ("Merger Sub") and, solely in its capacity as the representative of the stockholders or option holders of Finxera (the "Equityholder Representative"), and Stone Point Capital, LLC in which Priority will acquire, via merger, the Finxera business. Finxera is a provider of deposit account management payment processing services to the debt settlement industry in the United States. The Merger Agreement provides that, among other things and on the terms and subject to the conditions of the Merger Agreement, (a) Merger Sub will merge with and into Finxera (the "Merger"), with the separate existence of Merger Sub ceasing and Finxera continuing as the surviving entity of the Merger; (b) at the effective time of the Merger (the "Effective Time") each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Entity; and (c) the shares of common stock of Finxera designated as "Class A Common Stock", "Class B Common Stock" and preferred stock "Series C Participating Preferred Stock" issued and outstanding immediately prior to the closing of the transactions contemplated by the Merger Agreement (the "Closing") will be converted into rights to receive certain cash and stock consideration and a contingent right to receive a portion of any payments made following the determination of the purchase price adjustments (a "Deferred Payment"). Consideration for the Merger will consist of a combination of cash and stock, with the purchase price comprising (a) $425.0 million, plus (b) the aggregate value of the current assets of the Finxera and each of its subsidiaries (the "Group Companies") less the aggregate value of the current liabilities of the Group Companies, in each case, determined on a consolidated basis without duplication, as of the close of business on the business day immediately preceding the date of the Closing (which may be a positive or negative number), plus (c) the sum of all cash and cash equivalents of the Group Companies as of the close of business on the business day immediately preceding the date of the Closing, minus (d) the amount of indebtedness of the Group Companies as of the close of the business day immediately prior to the date of the Closing, minus (e) the amount of unpaid transaction expenses, minus (f) 25% of the earnings of the Group Companies during the period between the signing of the Merger Agreement and the Closing. Each option to purchase one or more shares of Class B Common Stock of Finxera issued pursuant to the Finxera Holdings, Inc. 2018 Equity Incentive Plan (the "Company Options"), vested as of immediately prior to the Closing (the "Vested Company Option"), that is issued and outstanding immediately prior to the Closing will be deemed to be exercised and converted into the right to receive a cash payment with respect to such Vested Company Option and a contingent right to receive a portion of any Deferred Payments. This transaction is expected to close in the third quarter of 2021. Asset Acquisition On April 28, 2021, a subsidiary of the Company completed an asset acquisition of certain residual portfolio rights for a purchase price of $42.4 million and $24.8 million of post-closing payments and earn-out payments based on meeting certain attrition thresholds over a three-year period from the date of acquisition. As of June 30, 2021, the sellers earned $3.8 million of the $24.8 million, which was accrued at June 30, 2021, increasing the total purchase price recorded at June 30, 2021 to $46.2 million, which was recorded to residual buyout intangible assets with a seven-year useful life amortized on a straight-line basis. In addition to the $24.8 million, there is a further earn-out opportunity based on a percentage of annual portfolio performance in excess of targets for five years from the date of acquisition. As this is an asset acquisition, additional purchase price is accounted for when payment to the seller becomes probable and is added to the carrying value of the asset. The seller’s note payable to the Company of $3.0 million and an advance of $2.0 million outstanding at the time of the purchase was netted against the initial purchase price, resulting in cash of $37.4 million being paid by the Company to the seller at closing, which was funded from cash proceeds of the Securities Purchase Agreement executed on April 27, 2021 (refer to Note 9, Redeemable Senior Preferred Stock and Warrants). This asset acquisition became part of the Company's Consumer Payments reportable segment. Transaction costs were not material and were expensed. Simultaneous with the purchase of the residual portfolio rights, the Company and the seller entered into a five-year processing agreement whereby the seller shall refer prospective new merchants to the Company in exchange for commissions and up to an additional $11.2 million for achieving certain targets for new merchant accounts over specified periods of time. This processing agreement is exclusive for years one three four five Business Combination On June 25, 2021, a subsidiary of the Company acquired certain assets and assumed certain related liabilities under an asset purchase agreement. The purchase of these net assets was deemed a business under ASC 805. Prior to this acquisition, the business was an ISO partner of the Company where it developed expertise in software-integrated payment services, as well as marketing programs for specific verticals such as automotive and youth sports. This business is reported within the Company's Consumer Payments reportable segment. The initial purchase price for the net assets was $35.0 million in cash and a total purchase price of not more than $60.0 million including post-closing payments and earn-out payments based on certain gross profit and revenue achievements over a three-year period from the date of acquisition. The seller's note payable to the Company of $0.5 million at the time of purchase was netted against the initial purchase price, resulting in cash of $34.5 million being paid by the Company to the seller, which was funded from a $30.0 million draw down of the revolving credit facility under the Credit Agreement and held by the Company and $4.5 million cash on hand. The initial consideration included $17.3 million recorded in merchant portfolio intangible assets with a ten-year useful life amortized on a straight-line basis, $0.5 million recorded in fixed assets and other current assets, and $17.3 million recorded in goodwill. The initial assignment of consideration is subject to revision during the measurement period of up to one year from the acquisition date. Transaction costs were not material and were expensed. The goodwill and intangibles for acquisitions that have closed as of June 30, 2021 are deductible by the Company for income tax purposes.

GOODWILL AND OTHER INTANGIBLE A

GOODWILL AND OTHER INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND OTHER INTANGIBLE ASSETS	GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The Company records goodwill when an acquisition is made and the purchase price is greater than the fair value assigned to the underlying separately-identifiable tangible and intangible assets acquired and the liabilities assumed. All of the Company's goodwill was allocated to the Company's Consumer Payments reporting unit at June 30, 2021 and December 31, 2020. The Company considered the market conditions for triggering events including those generated by the COVID-19 pandemic and concluded that there were no indicators of impairment for the goodwill of the Consumer Payments reporting unit for the three months and six months ended June 30, 2021. The Company tests goodwill for impairment on an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit may be below its carrying value. The Company will continue to monitor triggering events including the economic impact of COVID-19 on its ongoing assessment of goodwill. The Company expects to perform its next annual goodwill impairment test during the fourth quarter of 2021 using market data and discounted cash flow analysis. The Company concluded there was no impairment as of June 30, 2021 or December 31, 2020. As such, there was no accumulated impairment loss as of June 30, 2021 and December 31, 2020. See Note 4, Acquisitions, for information about goodwill recorded in the three months ended June 30, 2021 related to the business combination. Other Intangible Assets The Company's other intangible assets include acquired merchant portfolios, customer relationships, ISO relationships, trade names, technology, and residual buyouts. As of June 30, 2021 and December 31, 2020, intangible assets consisted of the following: (in thousands) June 30, 2021 December 31, 2020 Other intangible assets: Merchant portfolios $ 73,062 $ 55,816 Customer relationships 40,740 40,740 Residual buyouts 162,312 116,112 Non-compete agreements 3,390 3,390 Trade names 2,870 2,870 Technology 14,390 14,390 ISO relationships 15,200 15,200 Total gross carrying value 311,964 248,518 Less accumulated amortization: Merchant portfolios (24,586) (19,471) Customer relationships (31,837) (30,267) Residual buyouts (81,009) (72,659) Non-compete agreements (3,390) (3,390) Trade names (1,770) (1,651) Technology (14,000) (13,951) ISO relationships (7,783) (7,319) Total accumulated amortization (164,375) (148,708) Accumulated allowance for impairment (1,753) (1,753) Net carrying value $ 145,836 $ 98,057 Amortization expense for finite-lived intangible assets was $8.7 million and $15.7 million for the three months and six months ended June 30, 2021, respectively, and $8.4 million and $16.9 million for the three months and six months ended June 30, 2020, respectively. Amortization expense for future periods could differ due to new intangible asset acquisitions, changes in useful lives of existing intangible assets, and other relevant events or circumstances. The Company tests 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. In the Company's Consumer Payments segment, a residual buyout intangible asset with a net carrying value of $2.2 million was deemed to be impaired at December 31, 2020. The fair value of this intangible asset was estimated to be approximately $0.5 million, resulting in the recognition of an impairment charge of $1.8 million. This impairment was the result of diminished cash flows generated by the merchant portfolio.

PROPERTY, EQUIPMENT AND SOFTWAR

PROPERTY, EQUIPMENT AND SOFTWARE	6 Months Ended
	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
PROPERTY, EQUIPMENT AND SOFTWARE	PROPERTY, EQUIPMENT, AND SOFTWAREThe Company's property, equipment, and software balance primarily consists of furniture, fixtures, and equipment used in the normal course of business, computer software developed for internal use, and leasehold improvements. Computer software represents purchased software and internally developed back office and merchant interfacing systems used to assist the reporting of merchant processing transactions and other related information. A summary of property, equipment, and software as of June 30, 2021 and December 31, 2020 follows: (in thousands) June 30, 2021 December 31, 2020 Furniture and fixtures $ 2,795 $ 2,795 Equipment 11,846 10,216 Computer software 48,143 44,320 Leasehold improvements 6,252 6,250 69,036 63,581 Less accumulated depreciation (44,791) (40,706) Property, equipment, and software, net $ 24,245 $ 22,875

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	6 Months Ended
	Jun. 30, 2021
Accounts Payable [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	ACCOUNTS PAYABLE AND ACCRUED EXPENSES The Company accrues for certain expenses that have been incurred and not paid, which are classified within accounts payable and accrued expenses in the accompanying consolidated balance sheets. The components of accounts payable and accrued expenses that exceeded five percent of total current liabilities at either June 30, 2021 or December 31, 2020 consisted of the following: (in thousands) June 30, 2021 December 31, 2020 Accounts payable - trade $ 6,094 $ 4,308 Accrued card network fees 9,505 8,041 $ 15,599 $ 12,349

DEBT OBLIGATIONS

DEBT OBLIGATIONS	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
DEBT OBLIGATIONS	DEBT OBLIGATIONS Outstanding debt obligations as of June 30, 2021 and December 31, 2020 consisted of the following: (in thousands) June 30, 2021 December 31, 2020 Credit and Guaranty Agreement: Term facility - Matures April 27, 2027 and bears interest at LIBOR (with a LIBOR "floor" of 1.00%) plus 5.75% at June 30, 2021 (actual rate of 6.75% at June 30, 2021) $ 300,000 $ — Revolving credit facility - $40.0 million line, matures April 27, 2026 and bears interest at LIBOR (with a LIBOR "floor" of 1.00%) plus 4.75% at June 30, 2021 (actual rate of 5.75% at June 30, 2021) 30,000 — Senior Credit Agreement: Term facility - Original maturity at January 3, 2023 and bore interest at LIBOR (with a LIBOR "floor" of 1.00% beginning March 18, 2020) plus 6.50% at December 31, 2020 (actual rate of 7.50% at December 31, 2020) — 279,417 Term Loan - Subordinated, original maturity at July 3, 2023 and bore interest at 5.00% plus an applicable margin (actual rate of 12.50% at December 31, 2020) — 102,623 Total debt obligations 330,000 382,040 Less: current portion of long-term debt (3,000) (19,442) Less: unamortized debt discounts and deferred financing costs (8,813) (4,725) Long-term debt, net $ 318,187 $ 357,873 Credit and Guaranty Agreement On April 27, 2021, Priority Holdings LLC ("Holdings"), which is a direct wholly-owned subsidiary of the Company, and certain direct and indirect subsidiaries of Holdings (together with Holdings, collectively, the "Loan Parties"), entered into a Credit and Guaranty Agreement (the "Credit Agreement") with Truist Bank ("Truist") and the lenders party thereto, pursuant to which Holdings has access to senior credit facilities in an aggregate principal amount of $630.0 million which are secured by substantially all of the assets of the Loan Parties and by the equity interests of Holdings. The credit facilities under the Credit Agreement are comprised of (i) a senior secured first lien term loan facility in an aggregate principal amount of $300.0 million (the "Initial Term Loan"), the proceeds of which were used to fund the refinancing described below, (ii) a senior secured revolving credit facility in an aggregate amount not to exceed $40.0 million outstanding at any time (the “Revolving Credit Facility”) and (iii) a senior secured first lien delayed draw term loan facility in an aggregate principal amount of $290.0 million (the “Delayed Draw Term Loan”), the proceeds of which may be used to fund the Company’s acquisition of Finxera. Until the Delayed Draw Term Loan is drawn, the Loan Parties will pay a fee on the undrawn amounts at a rate of 2.875% per annum from the 46 th day after the closing date of the Credit Agreement to the 90 th day after closing and 5.75% per annum thereafter for so long as the amounts remain committed and undrawn. Outstanding borrowings under the Credit Agreement accrue interest using either a base rate (as defined therein) or a LIBOR rate plus an applicable margin per annum, as provided in the Credit Agreement, which includes a LIBOR rate floor of 1.0% per annum. Accrued interest is payable on each interest payment date (as defined in the Credit Agreement). The revolving credit facility incurs an unused commitment fee on any undrawn amount of the $40.0 million credit line in an amount equal to 0.5% per annum of the unused portion. Under the terms of the Credit Agreement, the future applicable interest rate margins may vary based on the Loan Parties Total Net Leverage Ratio in addition to future changes in the underlying market rates for LIBOR and the rate used for base-rate borrowing. Holdings and certain other Loan Parties have previously entered into (i) the Senior Credit Agreement and (ii) the Term Loan Agreement, both of which are described below. The proceeds from the sale of the Securities (refer to Note 9, Redeemable Senior Preferred Stock and Warrants ) and from the Initial Term Loan were used to refinance the Senior Credit Agreement and the Term Loan Agreement and all outstanding obligations thereunder were repaid in full (or in the case of outstanding undrawn letters of credit, deemed issued under the Credit Agreement), and all commitments and guaranties in connection therewith have been terminated or released (the "Refinancing"). Prepayments Under the Credit Agreement, prepayments of outstanding principal may be made in permitted increments with a 1.0% penalty for certain prepayments made in connection with repricing transactions. Such premium will be based on the principal amount that is prepaid, subject to the terms of the credit agreements. Acceleration The outstanding amount of any loans and any other amounts owing by the Borrowers under the Credit Agreement may, after the occurrence of an Event of Default (as defined in the Credit Agreement), at the option of Truist, be declared immediately due and payable. Events of Default include, without limitation, the failure of the Loan Parties to pay principal, premium or interest when due under the Credit Agreement, or the failure by the Loan Parties to perform or comply with any term or covenant in the Credit Agreement, in each case, subject to any applicable cure periods provided therein. Covenants The Credit Agreement contains representations and warranties, financial and collateral requirements, mandatory payment events, events of default, and affirmative and negative covenants, including without limitation, covenants that restrict among other things, the ability to create liens, pay dividends or distribute assets from the Loan Parties to the Company, merge or consolidate, dispose of assets, incur additional indebtedness, make certain investments or acquisitions, enter into certain transactions (including with affiliates), and to enter into certain leases. If the aggregate principal amount of outstanding revolving loans and letters of credit under the Credit Agreement exceeds 35% of the total revolving facility thereunder, the Loan Parties are required to comply with certain restrictions on its Total Net Leverage Ratio, which is defined in the Credit Agreement as the ratio of consolidated total debt of the Loan Parties to the Loan Parties Consolidated Adjusted EBITDA (as defined in the Credit Agreement). If applicable, the maximum permitted Total Net Leverage Ratio is (i) 6.50:1.00 at each fiscal quarter ended September 30, 2021 through June 30, 2022, (ii) 6.00:1.00 at each fiscal quarter ended September 30, 2022 through June 30, 2023, and (iii) 5.50:1.00 at each fiscal quarter ended September 30, 2023 and each fiscal quarter thereafter. Senior Credit Agreement Outstanding borrowings under that certain Credit and Guaranty Agreement, dated as of January 3, 2017 and subsequently amended, with Truist (the "Senior Credit Agreement"), accrued interest using either a base rate (as defined) or a LIBOR rate plus an applicable margin, or percentage per annum, as provided in the amended credit agreement. For the term loan facility of our Senior Credit Agreement, the Sixth Amendment, which was executed on March 18, 2020, thereto provided for a LIBOR "floor" of 1.0% per annum. Accrued interest was payable monthly. The revolving credit facility incurred a commitment fee on any undrawn amount of the $25.0 million credit line, which equated to 0.50% per annum for the unused portion. The outstanding obligations under the Senior Credit Agreement at the time of the Refinancing were $274.6 million. Term Loan Agreement Outstanding borrowings under that certain Credit and Guaranty Agreement, dated as of January 3, 2017 and subsequently amended, with Goldman Sachs Specialty Lending Group, L.P. (the "Term Loan Agreement") accrued interest at 5.0%, plus an applicable margin, or percentage per annum, as indicated in the amended credit agreement. Accrued interest was payable quarterly at 5.0% per annum, and the accrued interest attributable to the applicable margin was capitalized as payment-in-kind ("PIK") interest each quarter. The outstanding obligations under the Term Loan Agreement at the time of the Refinancing were $105.1 million, which consisted of the principal amount borrowed under the Term Loan Agreement of $80.0 million plus accumulated PIK interest of $25.1 million. Contractual Maturities Based on terms and conditions existing at June 30, 2021, future minimum principal payments for long-term debt are as follows: (in thousands) Principal Due Credit and Guaranty Agreement Twelve-month period ending June 30, Term Loan Revolver Total 2022 (current) $ 3,000 $ — $ 3,000 2023 3,000 — 3,000 2024 3,000 — 3,000 2025 3,000 — 3,000 2026 3,000 30,000 33,000 Beyond five years 285,000 — 285,000 Total $ 300,000 $ 30,000 $ 330,000 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 Credit Agreement. Interest Expense and Amortization of Deferred Loan Costs and Discounts Interest expense, including fees for undrawn amounts under the revolving credit facility and the delayed draw term loan facility, as well as amortization of deferred financing costs and debt discounts, was $7.3 million and $16.5 million for the three months and six months ended June 30, 2021, respectively, and $11.7 million and $22.0 million for the three months and six months ended June 30, 2020, respectively. Interest expense included amortization of deferred financing costs and debt discounts of $0.6 million and $1.2 million for the three months and six months ended June 30, 2021, respectively, and $0.7 million and $1.1 million for the three months and six months ended June 30, 2020, respectively. Deferred Loan Costs and Discounts, and Debt Extinguishment and Modification Expenses Refinancing: The Initial Term Loan under the Credit Agreement was issued at a discount of $6.4 million. Additionally, the Company incurred approximately $12.9 million of costs for the Refinancing, including $5.7 million of fees related to the Delayed Draw Term Loan that was not drawn at June 30, 2021 . The fees related to the Delayed Draw Term Loan have been deferred and included in other non-current assets on the Company’s consolidated balance sheet at June 30, 2021 .The Company determined that the issuance of the Initial Term Loan under the Refinancing was partially an extinguishment and a modification. Of the remaining $7.2 million of costs incurred for the Refinancing, the Company recorded approximately $1.9 million as deferred financing costs, which are presented, along with the discount of $6.4 million, as a deduction from the debt obligations on the Company’s consolidated balance sheet at June 30, 2021. Additionally, the Company recorded debt extinguishment and modification costs of $8.3 million during the three months and six months ended June 30, 2021 , which consisted primarily of $5.3 million of lender and third-party fees incurred in connection with the Refinancing and a $3.0 million partial write-off of previously deferred fees and costs under the Senior Credit Agreement and the Term Loan Agreement. These costs are reported within other expenses, net on the Company’s consolidated statements of operations. Senior Credit Agreement: For the Sixth Amendment, executed in the first quarter of 2020, $2.7 million of lender fees were deferred and added to then-existing unamortized loan costs and discount. Approximately $0.4 million of such costs were expensed in connection with the Sixth Amendment during the first quarter of 2020

Redeemable Senior Preferred Sto

Redeemable Senior Preferred Stock and Warrants	Apr. 27, 2021
Temporary Equity And Warrant Disclosure [Abstract]
REDEEMABLE SENIOR PREFERRED STOCK AND WARRANTS	REDEEMABLE SENIOR PREFERRED STOCK AND WARRANTSOn April 27, 2021, the Company, entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") pursuant to which the Company (i) issued and sold 150,000 shares of redeemable senior preferred stock, par value $0.001 per share (the "Redeemable Senior Preferred Stock", and the shares issued the "Redeemable Senior Preferred Shares") at a purchase price of $150 million, or $1,000 per Redeemable Senior Preferred Share (the "Initial Redeemable Senior Preferred Stock Sale"), less a $5.0 million discount, and (ii) issued warrants (the "Warrants") to purchase up to 1,803,841 shares of the Company’s common stock, par value $0.001 per share ("Common Stock" and together with the Warrants, the "Securities"), 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. In addition to the issuance and sale of Redeemable Senior Preferred Shares which occurred on April 27, 2021, pursuant to the Securities Purchase Agreement, upon the consummation of the Company’s acquisition of Finxera and the satisfaction of other customary closing conditions, the Company may issue and sell to the Investors an additional 50,000 shares of Redeemable Senior Preferred Stock, at a purchase price of $50 million, or $1,000 per share (the "Acquisition Redeemable Senior Preferred Stock Sale"), less a discount of $625,000. The Company may also issue and sell to the Investors up to an additional 50,000 shares of Redeemable Senior Preferred Stock, at a purchase price of $1,000 per share, less a discount of $625,000, within 18 months after the consummation of the Acquisition Redeemable Senior Preferred Stock Sale upon the satisfaction of certain customary closing conditions. The terms of the Redeemable Senior Preferred Shares are more fully described in the Certificate of Designations (“Certificate of Designations”), which establishes the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Redeemable Senior Preferred Shares. The Redeemable Senior Preferred Shares have no stated maturity. The Redeemable Senior Preferred Stock will remain outstanding indefinitely until redeemed in accordance with the terms of the Certificate of Designations or otherwise repurchased by the Company. Registration Rights Agreement On April 27, 2021 the Company entered into a Registration Rights Agreement, by and among the Company and the Investors (the “Registration Rights Agreement”), pursuant to which the Company agreed to provide certain registration rights with respect to the shares of Common Stock issuable upon exercise of the Warrants (the “Registrable Securities”). Under the Registration Rights Agreement, the holders of the Registrable Securities were granted (i) piggyback rights to be included in certain underwritten offerings of Common Stock and (ii) the right to demand a shelf registration of Registrable Securities. Dividends The dividend rate (the "Dividend Rate") will initially be equal to the Three-Month LIBOR Rate (subject to a 1.00% floor) plus 12.00% per annum, reset quarterly as provided in the Certificate of Designations in the Securities Purchase Agreement (the "Certificate of Designations"). The Dividend Rate shall increase automatically by (i) 2.00% per annum effective as of the first day of each Dividend Period, as defined in the Certificate of Designations, in respect of which the Company for any reason does not pay cash Dividends at or greater than the Three-Month LIBOR Rate for such Dividend Period plus 5.00% per annum through the final day of such Dividend Period, (ii) 3.00% per annum effective immediately upon the occurrence of and during the continuance of a Preferred Default, as defined in the Certificate of Designations, and (iii) 5.00% per annum effective immediately upon the 120th calendar day following the approval by the Sale Demand Special Committee of a Sale Transaction, as defined in the Certificate of Designations, if all required stockholder approval shall not have been obtained on or prior to such 120th calendar day, plus an additional 5.00% per annum on the 30th calendar day after such 120th calendar day and on the first day of each subsequent 30 calendar day period, which incremental increase(s) shall continue until such time as the Required Stockholder Approval, as defined in the Certificate of Designations, shall have been obtained. The Company’s Board of Directors declared a dividend on June 30, 2021 in the amount of $3,412,500, comprised of (i) a cash payment of $1,575,000 determined at a Base Rate of 5.0% plus a LIBOR Rate of 1.0%, and (ii) a PIK of $1,837,500 determined at a Base Rate of 7.0%. The PIK dividend has been added to the carrying amount of the Redeemable Senior Preferred Shares in the Company’s consolidated balance sheet at June 30, 2021. Redemption The liquidation preference (the "Liquidation Preference") of the Redeemable Senior Preferred Shares is $1,000 per share of Senior Preferred Stock. Prior to April 27, 2023, the Company may redeem the outstanding shares of Redeemable Senior Preferred Stock, in whole or in part, for cash at a price equal to 100% of the Liquidation Preference plus any accrued and unpaid dividends as of the redemption date. On and after April 27, 2023, the Company may redeem the outstanding shares of Redeemable Senior Preferred Stock at any time, in whole or in part, for cash at a price equal to the sum of the (a) outstanding Liquidation Preference plus (b) any accrued and unpaid dividends on the shares of Redeemable Senior Preferred Stock redeemed, through and including the applicable redemption date. Upon the occurrence of a change in control or a liquidation event, the Company will redeem all of the then outstanding Redeemable Senior Preferred Shares for cash at the redemption price described above. From and after the earliest of (i) October 27, 2028, (ii) 30 days after written notice from the Investors to the Company of a failure by the Company to take steps within its control to prevent the Common Stock from no longer being listed, and (iii) the date that is 90 days following the Company’s failure to consummate when due a Mandatory Redemption of the Redeemable Senior Preferred Stock upon the occurrence of a change in control or liquidation event, the Investors may request the Company to pursue a sale transaction, the proceeds of which would be used to redeem the Redeemable Senior Preferred Shares. Direct costs associated with the issuance of the Securities were $5.5 million, which along with the $5.0 million discount, have been accounted for as a reduction in the proceeds of the Securities. These net proceeds of $139.5 million have been allocated on the balance sheet to the Redeemable Senior Preferred Shares of $131.4 million, additional paid-in capital of $11.4 million for the warrants, and non-current assets of $3.3 million for the committed financing put right. The Company has presented the Redeemable Senior Preferred Shares in temporary equity and is accreting the carrying amount to its full redemption amount from the date of issuance to the earliest redemption date using the effective interest method. Such accretion totaled $0.5 million for the three and six months ended June 30, 2021. The Company used the proceeds from the sale of the Securities to fund the Refinancing (see Note 8, Debt Obligations ) and to pay certain fees and expenses relating to the Refinancing and the offering of the Securities.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company's effective income tax rate (benefit) for the three months and six months ended June 30, 2021 was (18.7)% and 5.7%, respectively. Our effective income tax rate for the three months ended June 30, 2021 differed from the U.S. statutory rate primarily as a result of changes to our valuation allowance for interest limited under section 163(j) of the Internal Revenue Code. The Company's effective income tax rate (benefit) for the three months and six months ended June 30, 2020 was (5.6)% and 5.6%, respectively. Our effective income tax rate for the three months ended June 30, 2020 differed from the U.S. statutory rate primarily as a result of changes to our valuation allowance for interest limited under section 163(j) of the Internal Revenue Code and related favorable interest limitation provisions of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). Valuation Allowance for Deferred Income Tax Assets The Company considers all available positive and negative evidence to determine whether sufficient taxable income will be generated in the future to permit realization of the existing deferred tax assets. In accordance with the provisions of ASC 740, Income Taxes , the Company is required to provide a valuation allowance against deferred income tax assets when it is "more likely than not" that some portion or all of the deferred tax assets will not be realized.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	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 June 30, 2021, the Company is committed to pay minimum processing fees under these agreements of approximately $14.8 million in 2021 and $7.8 million in both 2022 and 2023. Commitment to Lend See Note 12, Related Party Transactions , for information on a loan commitment extended by the Company to another entity. Contingent Consideration for Acquisitions 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 initially recorded by the acquirer on the date of acquisition. Rather, the acquirer generally recognizes contingent consideration when it becomes probable and estimable. On March 15, 2019, a subsidiary of the Company paid $15.2 million cash to acquire certain residual portfolio rights. This asset acquisition became part of the Company's Consumer Payments reportable segment. The initial purchase price is subject to an increase of up to $6.4 million in accordance with the terms of the agreement between the Company and the sellers. As of June 30, 2021, $4.3 million of the $6.4 million total contingent consideration has been paid to the seller, while the remaining $2.1 million will be payable in the first quarter of 2022 if certain criteria are achieved. See Note 4, Acquisitions , for information about contingent consideration related to acquisitions consummated in 2021. 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. Concentration of Risks The Company's revenue is substantially derived from processing Visa and MasterCard bank card transactions. Because the Company is not a member bank, in order to process these bank card transactions, the Company maintains sponsorship agreements with member banks which require, among other things, that the Company abide by the by-laws and regulations of the card associations. A majority of the Company's cash and restricted cash is held in certain financial institutions, substantially all of which is in excess of federal deposit insurance corporation limits. The Company does not believe it is exposed to any significant credit risk from these transactions.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Commitment to Lend and Warrant to Acquire During 2019, the Company, through one of its wholly-owned subsidiaries, executed an interest-bearing loan and commitment agreement with another entity. The Company has loaned the entity a total of $3.5 million at June 30, 2021 and December 31, 2020, with a commitment to loan up to a total of $10.0 million based on certain growth metrics of the entity and continued compliance by the entity with the terms and covenants of the agreement. The Company's commitment to make additional advances under the loan agreement is dependent upon such advances not conflicting with covenants or restrictions under any of the Company's debt or other applicable agreements. Amounts loaned to this entity by the Company are secured by substantially all of the assets of the entity and by a personal guarantee. The note receivable has an interest rate of 12.0% per annum and is repayable in full in May 2024. The Company also received a warrant to purchase a non-controlling interest in this entity's equity at a fixed amount. The loan agreement also gives the Company certain rights to purchase some or all of this entity's equity in the future, at the entity's then-current fair value. The fair values of the warrant, loan commitment, and purchase right were not material at inception or at June 30, 2021. Equity-Method Investment During the first quarter of 2020, the Company wrote off its $0.2 million carrying value in an equity-method investment. This loss is reported as a component of other expenses, net on the Company's unaudited condensed consolidated statement of operations. PHOT Preferred Unit Redemption - Distribution to Non-Controlling Interests In February 2019, Priority Hospitality Technology, LLC ("PHOT"), a subsidiary of the Company, received a contribution of substantially all of the operating assets of eTab, LLC ("eTab") and CUMULUS POS, LLC ("Cumulus") under asset contribution agreements. PHOT is a part of the Company's Integrated Partners reportable segment. No material liabilities were assumed by PHOT. These contributed assets were composed substantially 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 ("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 annum) 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. At the time of contribution, the Company determined that the contributor’s carrying value of the eTab and Cumulus net assets (as a common control transaction under GAAP) were not material. Under the guidance for a common control transaction, the contribution of the eTab and Cumulus net assets did not result in a change of entity or the receipt of a business, therefore the Company’s financial statements for prior periods were not adjusted to reflect the historical results attributable to the eTab net assets. For the period from February 1, 2019 through October 31, 2020, a total of $250,000 of PHOT’s earnings were attributable to the NCIs of PHOT, and this same amount was distributed in cash to the NCIs during the same period. 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 Refinancing. In May 2021, the Company entered into exchange agreements and completed the exchange of 1,428,358 shares of common stock and $814,219 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 Executive Vice President of M&A and Corporate Development received 413,081 shares of common stock of the Company in exchange for her 24.1% interest. Subsequent to

RECONCILIATION OF STOCKHOLDERS'

RECONCILIATION OF STOCKHOLDERS' DEFICIT, NON-CONTROLLING INTERESTS AND SENIOR PREFERRED STOCK	6 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note Disclosure And Temporary Equity [Abstract]
RECONCILIATION OF STOCKHOLDERS' DEFICIT AND NON-CONTROLLING INTERESTS	RECONCILIATION OF STOCKHOLDERS' DEFICIT, NON-CONTROLLING INTERESTS AND REDEEMABLE SENIOR PREFERRED 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 June 30, 2021 and December 31, 2020, the Company has not issued any shares of preferred stock. See Note 9, Redeemable Senior Preferred Stock and Warrants , for information about the Redeemable Senior Preferred Stock. The following tables provide a reconciliation of the beginning and ending carrying amounts for the periods presented for the components of which is the deficit attributable to stockholders of the Company and equity attributable to non-controlling interest: (in thousands) Additional Paid-In Capital Accumulated (Deficit) Total Priority Technology Holdings, Inc. Stockholders' (Deficit) Redeemable Senior Preferred Stock (a) Preferred Stock Common Stock Treasury Stock (b) Shares Amount Shares Amount Shares Amount Shares Amount January 1, 2021 — $ — — $ — 67,391 $ 68 451 $ (2,388) $ 5,769 $ (102,013) $ (98,564) Equity-classified stock-based compensation — — — — — — — — 558 — 558 Vesting of stock-based compensation — — — — 159 — — — — — — Liability-classified stock-based compensation converted to equity-classified — — — — — — — — 313 — 313 Proceeds from exercise of stock options — — — — 90 — — — 617 — 617 Net loss — — — — — — — — — (2,679) (2,679) March 31, 2021 — $ — — $ — 67,640 $ 68 451 $ (2,388) $ 7,257 $ (104,692) $ (99,755) Equity-classified stock-based compensation — — — — — — — — 821 — 821 Vesting of stock-based compensation — — — — 12 — — — — — — Proceeds from issuance of redeemable senior preferred stock, net of discount and issuance costs 150 131,426 — — — — — — — — — Proceeds from exercise of stock options — — — — 30 — — — 204 — 204 Cash dividends declared and paid on redeemable senior preferred stock — — — — — — — — (1,575) — (1,575) PIK dividends declared on redeemable senior preferred stock — 1,838 — — — — — — (1,838) — (1,838) Fair value of warrants issued — — — — — — — — 11,357 — 11,357 Accretion of redeemable senior preferred stock discount — 498 — — — — — (498) — (498) Fair value of PHOT preferred units redemption — — — — — — — — (10,777) — (10,777) Fair value of common shares issued for PHOT redemption — — — — 1,428 2 9,962 — 9,964 Net loss — — — — — — — — — (9,477) (9,477) June 30, 2021 150 $ 133,762 — $ — 69,110 $ 70 451 $ (2,388) $ 14,913 $ (114,169) $ (101,574) (in thousands) Additional Paid-In Capital Accumulated (Deficit) Total Priority Technology Holdings, Inc. Stockholders' (Deficit) NCI (c) Preferred Stock Common Stock Treasury Stock (b) Shares Amount Shares Amount Shares Amount January 1, 2020 — $ — 67,061 $ 68 451 $ (2,388) $ 3,651 $ (127,674) $ (126,343) $ 5,654 Equity-classified stock-based compensation — — — — — — 338 — 338 — Net loss — — — — — — — (5,869) (5,869) — March 31, 2020 — $ — 67,061 $ 68 451 $ (2,388) $ 3,989 $ (133,543) $ (131,874) $ 5,654 Equity-classified stock compensation — — — — — — 580 — 580 — Issue shares of common stock — — — — — — — — — — Net loss — — — — — — — (7,858) (7,858) — June 30, 2020 — $ — 67,061 $ 68 451 $ (2,388) $ 4,569 $ (141,401) $ (139,152) $ 5,654 (a) On April 27, 2021, the Company authorized 250,000 shares and issued 150,000 shares of redeemable senior preferred stock with a par value of $0.001 per share for a purchase price of $1,000 per share under the Securities Purchase Agreement. (b) At cost (c) Prior to third quarter 2020, this balance was related to the acquisition of certain assets from YapStone, Inc. by the Company's PRET subsidiary during 2019. As part of the consideration for the assets acquired from YapStone, Inc. by PRET, YapStone, Inc. was issued a NCI in PRET with an initial estimated fair value and carrying value of $5,654,000. For all reporting periods since PRET's inception through June 30, 2020, no earnings or losses were attributable to the NCIs of PRET. During the three months ended September 30, 2020, a gain on a sale of assets from PRET resulted in the attribution of a total of $45.1 million to the NCIs of PRET. This amount was also distributed in a final redemption of the NCIs' interests in PRET during the three months ended September 30, 2020

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	6 Months Ended
	Jun. 30, 2021
Share-based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION Stock-based compensation expense is included in Salary and employee benefits in the accompanying unaudited condensed consolidated statements of operations. The Company recognizes the effects of forfeitures on compensation expense as the forfeitures occur. Expense recognized for equity-classified stock compensation by plan was as follows: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 2018 Equity Incentive Plan $ 821 $ 580 $ 1,379 $ 918 In addition, the Company recognized compensation expense of $35 thousand in the three months and six months ended June 30, 2021, and $108 thousand during the three months and six months ended June 30, 2020, related to liability-classified stock compensation under the 2018 Equity Incentive Plan whereby the service inception date preceded the future grant-date. In March 2021, the Company converted a $313 thousand liability-classified stock compensation accrual for restricted stock units under the 2018 Equity Incentive Plan, whereby the service inception date preceded the future grant-date, to an equity-classified award when the restricted stock units were granted. Income tax benefit for the stock-based compensation was not material for the three months and six months ended June 30, 2021 and June 30, 2020. Employee Stock Purchase Plan On April 16, 2021, the Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan ("2021 Stock Purchase Plan") was adopted by the Board of Directors. The maximum number of shares available for purchase under the plan is 20,000 shares. Shares issued under the plan may be authorized but unissued or reacquired shares of common stock. The plan became effective on July 1, 2021, to 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.

FAIR VALUE

FAIR VALUE	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE	FAIR VALUE Fair Value Measurements At June 30, 2021 and December 31, 2020, the Company no longer has any fair value estimates that are required to be remeasured at the end of each reporting period on a recurring basis. 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 has provided for allowances when it believes that certain notes receivable may not be collectible. The fair value of the Company's notes receivable, net at June 30, 2021 and December 31, 2020 was approximately $4.2 million and $7.7 million, respectively. On the fair value hierarchy, Level 3 inputs are used to estimate the fair value of these notes receivable. Debt Obligations Outstanding debt obligations (see Note 8, Debt Obligations ) are reflected in the Company's 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 of the term loan facility under the Credit and Guaranty Agreement at June 30, 2021 was estimated to be approximately $294.8 million The fair value of the term loan facility under the Borrowers' Senior Credit Agreement at December 31, 2020 was estimated to be approximately $278.0 million. The fair value of these notes at June 30, 2021 and December 31, 2020, with a notional value and carrying value (gross of deferred costs and discounts) of $300 million and $279.4 million, respectively, was estimated using binding and non-binding quoted prices in an active secondary market, which considers the Borrowers' credit risk and market related conditions, and is within Level 3 of the fair value hierarchy. The carrying values of the Borrowers' 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.

SEGMENT INFORMATION

SEGMENT INFORMATION	6 Months Ended
	Jun. 30, 2021
Segment Reporting [Abstract]
SEGMENT INFORMATION	SEGMENT INFORMATION At June 30, 2021, the Company has three reportable segments. The Consumer Payments operating segment and the Integrated Partners operating segments are each reported as separate reportable segments. The Commercial Payments and Institutional Services (sometimes referred to as Managed Services) operating segments are aggregated into one reportable segment, Commercial Payments. More information about our three reportable segments: • Consumer Payments – represents consumer-related services and offerings including merchant acquiring and transaction processing services including the proprietary MX enterprise suite. Either through acquisition of merchant portfolios or through resellers, the Company becomes a party or enters into contracts with a merchant and a sponsor bank. Pursuant to the contracts, for each card transaction, the sponsor bank collects payment from the credit, debit or other payment card issuing bank, net of interchange fees due to the issuing bank, pays credit card association (e.g., Visa, MasterCard) assessments and pays the transaction fee due to the Company for the suite of processing and related services it provides to merchants, with the remainder going to the merchant. • Commercial Payments – represents services provided to certain enterprise customers, including outsourced sales force to those customers and accounts payable automation services to commercial customers. • Integrated Partners – represents payment adjacent services that are provided primarily to the health care, real estate, and hospitality industries. In September 2020, the Company sold a substantial portion of the assets of this segment. Corporate includes costs of corporate functions and shared services not allocated to the reportable segments. Information on reportable segments and reconciliations to consolidated revenues, consolidated income (loss) from operations, and consolidated depreciation and amortization are as follows for the periods presented: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenues: Consumer Payments $ 119,625 $ 81,707 $ 228,018 $ 167,738 Commercial Payments 4,041 5,654 7,541 12,022 Integrated Partners 1,348 4,995 2,752 9,529 Consolidated revenues $ 125,014 $ 92,356 $ 238,311 $ 189,289 Income (loss) from operations: Consumer Payments $ 14,448 $ 7,270 $ 27,811 $ 14,422 Commercial Payments 21 475 (388) 1,239 Integrated Partners 165 845 257 1,213 Corporate (7,229) (4,559) (15,748) (9,284) Consolidated income from operations $ 7,405 $ 4,031 $ 11,932 $ 7,590 Depreciation and amortization: Consumer Payments $ 10,297 $ 8,657 $ 18,876 $ 17,240 Commercial Payments 73 78 147 154 Integrated Partners 76 1,334 205 2,645 Corporate 277 294 565 596 Consolidated depreciation and amortization $ 10,723 $ 10,363 $ 19,793 $ 20,635 A reconciliation of total income from operations of reportable segments to net loss is provided in the following table: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Total income from operations of reportable segments $ 14,634 $ 8,590 $ 27,680 $ 16,874 Corporate (7,229) (4,559) (15,748) (9,284) Interest expense (7,285) (11,668) (16,453) (21,983) Debt modification and extinguishment costs (8,322) — (8,322) (376) Other income (expenses), net 215 194 (54) 224 Income tax (expense) benefit (1,490) (415) 741 818 Net loss $ (9,477) $ (7,858) $ (12,156) $ (13,727) Substantially all revenue is generated in the United States. For the three months and six months ended June 30, 2021 and June 30, 2020 , no one 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 referral partners. If the Company's agreement with an ISO allows the ISO to have merchant portability rights, the ISO can potentially move the underlying merchant relationships to another merchant acquirer upon notice to the Company and completion of a "wind down" period. For the three months ended June 30, 2021 and June 30, 2020, merchants referred by one ISO organization with potential merchant portability rights generated revenue within the Company's Consumer Payments reportable segment that represented approximately 23.2% and 21.4%, respectively, of the Company's consolidated revenues. On September 22, 2020, Priority Real Estate Holdings, LLC ("PRET"), a majority-owned and consolidated subsidiary of the Company, sold certain assets comprising its RentPayment business, which was part of the Integrated Partners reportable segment. The allocation of net proceeds from the sale, after transaction costs, to the PRET members included the return of each member’s invested capital in PRET and excess proceeds were distributed in accordance with the distribution provisions of the PRET governing agreement. Approximately $51.4 million and $45.1 million of the excess proceeds were distributed to the Company and the non-controlling interests, respectively. The initial allocation of net proceeds remained subject to final adjustment with the PRET members at December 31, 2020. During the first quarter of 2021, it was determined that an additional $0.5 million of the excess proceeds was due to the non-controlling interests, which amounts were included in other expenses, net in the unaudited condensed consolidated statement of operations. During the three months and six months ended June 30, 2020, RentPayment generated $4.4 million and $8.2 million of revenue, respectively, and $0.9 million and $1.5 million of income from operations, respectively.

LOSS PER COMMON SHARE

LOSS PER COMMON SHARE	6 Months Ended
	Jun. 30, 2021
Earnings Per Share [Abstract]
LOSS PER COMMON SHARE	LOSS PER COMMON SHARE The following tables set forth the computation of the Company's basic and diluted loss per common share: (in thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Basic and Diluted Loss Per Common Share: Numerator: Net loss $ (9,477) $ (7,858) $ (12,156) $ (13,727) Less: Dividends and accretion attributable to redeemable senior preferred stockholders (3,911) — (3,911) — Less: Non-controlling interest preferred unit redemptions (10,777) — (10,777) — Net loss attributable to common stockholders $ (24,165) $ (7,858) $ (26,844) $ (13,727) Denominator: Weighted-average common shares outstanding(a) 69,496 67,114 68,525 67,088 Basic and Diluted Loss Per Common Share $ (0.35) $ (0.12) $ (0.39) $ (0.20) (a) The weighted-average common stock shares outstanding include the 1.8 million warrants issued under the Securities Purchase Agreement (refer to Note 9 , Redeemable Senior Preferred Stock and Warrants). Potentially anti-dilutive securities that were excluded from loss per common share for the three months and six months ended June 30, 2021 and June 30, 2020 that could be dilutive in future periods were as follows: (in thousands) Common Stock Equivalents at June 30, 2021 June 30, 2020 Outstanding warrants on common stock (a) 3,556 3,556 Outstanding options and warrants issued to adviser (a) 600 600 Restricted stock unit awards (b) 1,188 371 Liability-classified restricted stock units 118 290 Outstanding stock option awards (b) 1,301 1,607 Total 6,763 6,424 (a) Issued by M.I. Acquisitions, Inc. prior to July 25, 2018. (b) Granted under the 2018 Equity Incentive Plan.

BASIS OF PRESENTATION AND SIG_2

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Priority Technology Holdings, Inc. and its consolidated subsidiaries are referred to herein collectively as "Priority," "PRTH," the "Company," "we," "our" or "us," unless the context requires otherwise. Priority is a provider of merchant acquiring, integrated payment software and commercial payment solutions. The Company operates on a calendar year ending each December 31 and on four calendar quarters ending on March 31, June 30, September 30, and December 31 of each year. Results of operations reported for interim periods are not necessarily indicative of results for the entire year.
Consolidation	These unaudited condensed consolidated financial statements include the accounts of the Company including those of its majority-owned subsidiaries, and all material intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. In particular, the continued magnitude, duration and effects of the Coronavirus Disease ("COVID-19") pandemic are difficult to predict, and the ultimate effect could result in future charges related to the recoverability of assets, including financial assets, long-lived assets, goodwill, and other losses
Comprehensive Income (Loss)	For the three months and six months ended June 30, 2021 and June 30, 2020, the Company had no activities to report as components of other comprehensive income (loss). Therefore, no separate Statement of Comprehensive Income (Loss) was prepared for any reporting period as the Company's net income (loss) from continuing operations comprises all of its comprehensive income (loss).
Comparability of Reporting Periods	Certain prior period amounts in these unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation, with no net effect on income from operations, income (loss) before income taxes, net income (loss), stockholders' deficit, or cash flows from operations, investing, or financing activities for any period presented.
Accounting Policies And New Accounting Standards Adopted and Recently Issued Standards Not Yet Adopted	Simplifying the Accounting for Income Taxes (ASU 2019-12) In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12, Simplifying the Accounting for Income Taxes , which is intended to enhance and simplify various aspects of the accounting for income taxes. The amendments in this update remove certain exceptions to the general principles in ASC Topic 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and amends existing guidance to improve consistency in application of the accounting for franchise taxes, enacted changes in tax laws or rates and transactions that result in a step-up in the tax basis of goodwill. The adoption of ASU 2019-12 on January 1, 2021 did not have a material effect on our consolidated financial statements. Recently Issued Accounting Standards Pending Adoption The following standards are pending adoption and will likely apply to the Company in future periods based on the Company's current business activities. Implementation Costs Incurred in Cloud Computing Arrangements (ASU 2018-15) In August 2018, the FASB issued ASU 2018-15, Implementation Costs Incurred in Cloud Computing Arrangements , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). As an EGC, this ASU is effective for the Company's annual reporting period beginning January 1, 2021, and will be effective for interim periods beginning in 2022. The amendments are applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption, and the Company has not yet made a determination to use the retrospective or prospective adoption method. Based on current operations of the Company, the adoption of ASU 2018-15 is not expected to have a material effect on the Company's results of operations, financial position, or cash flows. Reference Rate Reform (ASU 2020-04) On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financial Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contract at the modification date or reassess a previous accounting determination. ASU 2021-01 ASU 2020-04 can be adopted at any time before December 31, 2022. The provisions of ASU 2020-04 may impact the Company if future debt modifications or refinancings utilize one or more of the reference rates covered by the provisions of this ASU. Leases (ASC 842) In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases-Topic 842 , which has been codified in ASC 842, Leases . Under this new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases): 1) a lease liability equal to the lessee's obligation to make lease payments arising from a lease, measured on a discounted basis and 2) a right-of-use asset which will represent the lessee's right to use, or control the use of, a specified asset for the lease term. As an EGC, this standard is effective for the Company's annual and interim reporting periods beginning 2022. The adoption of ASC 842 will require the Company to recognize non-current assets and liabilities for right-of-use assets and operating lease liabilities on its consolidated balance sheet, but it is not expected to have a material effect on the Company's results of operations or cash flows. ASC 842 will also require additional footnote disclosures to the Company's consolidated financial statements. Credit Losses (ASU 2016-13 and ASU 2018-19) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses Topic 326: Measurement of Credit Losses on Financial Instruments . This new guidance will change how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments. ASU 2016-13 will replace the current "incurred loss" model with an "expected loss" model. Under the "incurred loss" model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (i.e., that it has been "incurred"). Under the "expected loss" model, a loss (or allowance) is recognized upon initial recognition of the asset that reflects all future events that leads to a loss being realized, regardless of whether it is probable that the future event will occur. The "incurred loss" model considers past events and current conditions, while the "expected loss" model includes expectations for the future which have yet to occur. The standard will require entities to record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating the potential impact that ASU 2016-13 may have on the timing of recognizing future provisions for expected losses on the Company's accounts receivable and notes receivable. Since the Company is a Smaller Reporting Company (“SRC”), the Company must adopt this new standard no later than the beginning of 2023 for annual and interim reporting periods. Goodwill Impairment Testing (ASU 2017-04) In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other Topic 350: Simplifying the Test for Goodwill Impairment
Revenue Recognition	For all periods presented, substantially all of the Company’s revenues from services were recognized over time. Revenues and commissions earned from the sales of payment equipment were typically recognized at a point in time. Transaction Price Allocated to Future Performance Obligations ASC 606, Revenue Recognition ASU 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. 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. Contract Costs For new, renewed, or anticipated contracts with customers, the Company does not incur material amounts of incremental costs to obtain such contracts, as those costs are defined by ASC 340-40, Related Costs to Obtain or Fulfill a Contract with Customers ASU 340-40. Fulfillment costs, as defined by ASC 340-40, typically benefit only the period (typically a month in duration) in which they are incurred and therefore are expensed in the period incurred (i.e., not capitalized) unless they meet criteria to be capitalized under other accounting guidance. The Company pays commissions to most of its Independent Sales Organizations ("ISO"), and for certain ISOs the Company also pays (through a higher commission rate) them to provide customer service and other services directly to our merchant customers. The ISO is typically an independent contractor or agent of the Company. Although certain ISOs may have merchant portability rights, the merchant meets the definition of a customer for the Company even if the ISO has merchant portability rights. Since payments to ISOs are dependent substantially on variable merchant payment volumes generated after the merchant enters into a new or renewed contract, these payments to ISOs are not deemed to be a cost to acquire a new contract since the ISO payments are based on factors that will arise subsequent to the event of obtaining a new or renewed contract. Also, payments to ISOs pertain only to a specific month’s activity. For payments made, or due, to an ISO, the expenses are reported within income from operations on our statements of operations. The Company from time-to-time may 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 by the Company under the accounting guidance for intangible assets. Contract Assets and Contract Liabilities A contract with a customer creates legal rights and obligations. 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 sheet and are classified as current or noncurrent based on the nature of the underlying contractual rights and obligations.

REVENUES (Tables)

REVENUES (Tables)	6 Months Ended
	Jun. 30, 2021
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue	The following table presents a disaggregation of the Company's consolidated revenues by type, and the relationships to the Company's reportable segments, for the three months and six months ended June 30, 2021 and June 30, 2020: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenue Type Merchant card fees $ 118,367 $ 85,686 $ 226,069 $ 174,772 Outsourced services and other services 4,825 5,965 9,203 12,756 Equipment 1,822 705 3,039 1,761 Total revenues $ 125,014 $ 92,356 $ 238,311 $ 189,289
Schedule of Contract with Customer, Asset and Liability	Supplemental balance sheet information related to contracts from customers as of June 30, 2021 and December 31, 2020 was as follows: (in thousands) Consolidated Balance Sheet Location June 30, 2021 December 31, 2020 Liabilities: Contract liabilities, net (current) Customer deposits and advance payments $1,494 $1,494

SETTLEMENT ASSETS AND OBLIGAT_2

SETTLEMENT ASSETS AND OBLIGATIONS - (Tables)	6 Months Ended
	Jun. 30, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Settlement Assets	The Company's settlement assets and obligations at June 30, 2021 and December 31, 2020 were as follows: (in thousands) June 30, 2021 December 31, 2020 Settlement Assets: Card settlements due from merchants, net of estimated losses $ 722 $ 753 Settlement Obligations: Due to customer payees $ 11,278 $ 72,878
Schedule of Settlement Obligations	The Company's settlement assets and obligations at June 30, 2021 and December 31, 2020 were as follows: (in thousands) June 30, 2021 December 31, 2020 Settlement Assets: Card settlements due from merchants, net of estimated losses $ 722 $ 753 Settlement Obligations: Due to customer payees $ 11,278 $ 72,878

GOODWILL AND OTHER INTANGIBLE_2

GOODWILL AND OTHER INTANGIBLE ASSETS - (Tables)	6 Months Ended
	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	As of June 30, 2021 and December 31, 2020, intangible assets consisted of the following: (in thousands) June 30, 2021 December 31, 2020 Other intangible assets: Merchant portfolios $ 73,062 $ 55,816 Customer relationships 40,740 40,740 Residual buyouts 162,312 116,112 Non-compete agreements 3,390 3,390 Trade names 2,870 2,870 Technology 14,390 14,390 ISO relationships 15,200 15,200 Total gross carrying value 311,964 248,518 Less accumulated amortization: Merchant portfolios (24,586) (19,471) Customer relationships (31,837) (30,267) Residual buyouts (81,009) (72,659) Non-compete agreements (3,390) (3,390) Trade names (1,770) (1,651) Technology (14,000) (13,951) ISO relationships (7,783) (7,319) Total accumulated amortization (164,375) (148,708) Accumulated allowance for impairment (1,753) (1,753) Net carrying value $ 145,836 $ 98,057

PROPERTY, EQUIPMENT AND SOFTW_2

PROPERTY, EQUIPMENT AND SOFTWARE - (Tables)	6 Months Ended
	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Schedule of Property, Equipment and Software	A summary of property, equipment, and software as of June 30, 2021 and December 31, 2020 follows: (in thousands) June 30, 2021 December 31, 2020 Furniture and fixtures $ 2,795 $ 2,795 Equipment 11,846 10,216 Computer software 48,143 44,320 Leasehold improvements 6,252 6,250 69,036 63,581 Less accumulated depreciation (44,791) (40,706) Property, equipment, and software, net $ 24,245 $ 22,875

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED EXPENSES - (Tables)	6 Months Ended
	Jun. 30, 2021
Accounts Payable [Abstract]
Schedule of Accounts Payable and Accrued Expenses	The components of accounts payable and accrued expenses that exceeded five percent of total current liabilities at either June 30, 2021 or December 31, 2020 consisted of the following: (in thousands) June 30, 2021 December 31, 2020 Accounts payable - trade $ 6,094 $ 4,308 Accrued card network fees 9,505 8,041 $ 15,599 $ 12,349

DEBT OBLIGATIONS - (Tables)

DEBT OBLIGATIONS - (Tables)	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
Schedule of Outstanding Debt Obligations	Outstanding debt obligations as of June 30, 2021 and December 31, 2020 consisted of the following: (in thousands) June 30, 2021 December 31, 2020 Credit and Guaranty Agreement: Term facility - Matures April 27, 2027 and bears interest at LIBOR (with a LIBOR "floor" of 1.00%) plus 5.75% at June 30, 2021 (actual rate of 6.75% at June 30, 2021) $ 300,000 $ — Revolving credit facility - $40.0 million line, matures April 27, 2026 and bears interest at LIBOR (with a LIBOR "floor" of 1.00%) plus 4.75% at June 30, 2021 (actual rate of 5.75% at June 30, 2021) 30,000 — Senior Credit Agreement: Term facility - Original maturity at January 3, 2023 and bore interest at LIBOR (with a LIBOR "floor" of 1.00% beginning March 18, 2020) plus 6.50% at December 31, 2020 (actual rate of 7.50% at December 31, 2020) — 279,417 Term Loan - Subordinated, original maturity at July 3, 2023 and bore interest at 5.00% plus an applicable margin (actual rate of 12.50% at December 31, 2020) — 102,623 Total debt obligations 330,000 382,040 Less: current portion of long-term debt (3,000) (19,442) Less: unamortized debt discounts and deferred financing costs (8,813) (4,725) Long-term debt, net $ 318,187 $ 357,873
Schedule of Maturities of Long-Term Debt	Based on terms and conditions existing at June 30, 2021, future minimum principal payments for long-term debt are as follows: (in thousands) Principal Due Credit and Guaranty Agreement Twelve-month period ending June 30, Term Loan Revolver Total 2022 (current) $ 3,000 $ — $ 3,000 2023 3,000 — 3,000 2024 3,000 — 3,000 2025 3,000 — 3,000 2026 3,000 30,000 33,000 Beyond five years 285,000 — 285,000 Total $ 300,000 $ 30,000 $ 330,000

RECONCILIATION OF STOCKHOLDER_2

RECONCILIATION OF STOCKHOLDERS' DEFICIT, NON-CONTROLLING INTERESTS AND SENIOR PREFERRED STOCK (Tables)	6 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note Disclosure And Temporary Equity [Abstract]
Schedule of Equity Structure	The following tables provide a reconciliation of the beginning and ending carrying amounts for the periods presented for the components of which is the deficit attributable to stockholders of the Company and equity attributable to non-controlling interest: (in thousands) Additional Paid-In Capital Accumulated (Deficit) Total Priority Technology Holdings, Inc. Stockholders' (Deficit) Redeemable Senior Preferred Stock (a) Preferred Stock Common Stock Treasury Stock (b) Shares Amount Shares Amount Shares Amount Shares Amount January 1, 2021 — $ — — $ — 67,391 $ 68 451 $ (2,388) $ 5,769 $ (102,013) $ (98,564) Equity-classified stock-based compensation — — — — — — — — 558 — 558 Vesting of stock-based compensation — — — — 159 — — — — — — Liability-classified stock-based compensation converted to equity-classified — — — — — — — — 313 — 313 Proceeds from exercise of stock options — — — — 90 — — — 617 — 617 Net loss — — — — — — — — — (2,679) (2,679) March 31, 2021 — $ — — $ — 67,640 $ 68 451 $ (2,388) $ 7,257 $ (104,692) $ (99,755) Equity-classified stock-based compensation — — — — — — — — 821 — 821 Vesting of stock-based compensation — — — — 12 — — — — — — Proceeds from issuance of redeemable senior preferred stock, net of discount and issuance costs 150 131,426 — — — — — — — — — Proceeds from exercise of stock options — — — — 30 — — — 204 — 204 Cash dividends declared and paid on redeemable senior preferred stock — — — — — — — — (1,575) — (1,575) PIK dividends declared on redeemable senior preferred stock — 1,838 — — — — — — (1,838) — (1,838) Fair value of warrants issued — — — — — — — — 11,357 — 11,357 Accretion of redeemable senior preferred stock discount — 498 — — — — — (498) — (498) Fair value of PHOT preferred units redemption — — — — — — — — (10,777) — (10,777) Fair value of common shares issued for PHOT redemption — — — — 1,428 2 9,962 — 9,964 Net loss — — — — — — — — — (9,477) (9,477) June 30, 2021 150 $ 133,762 — $ — 69,110 $ 70 451 $ (2,388) $ 14,913 $ (114,169) $ (101,574) (in thousands) Additional Paid-In Capital Accumulated (Deficit) Total Priority Technology Holdings, Inc. Stockholders' (Deficit) NCI (c) Preferred Stock Common Stock Treasury Stock (b) Shares Amount Shares Amount Shares Amount January 1, 2020 — $ — 67,061 $ 68 451 $ (2,388) $ 3,651 $ (127,674) $ (126,343) $ 5,654 Equity-classified stock-based compensation — — — — — — 338 — 338 — Net loss — — — — — — — (5,869) (5,869) — March 31, 2020 — $ — 67,061 $ 68 451 $ (2,388) $ 3,989 $ (133,543) $ (131,874) $ 5,654 Equity-classified stock compensation — — — — — — 580 — 580 — Issue shares of common stock — — — — — — — — — — Net loss — — — — — — — (7,858) (7,858) — June 30, 2020 — $ — 67,061 $ 68 451 $ (2,388) $ 4,569 $ (141,401) $ (139,152) $ 5,654 (a) On April 27, 2021, the Company authorized 250,000 shares and issued 150,000 shares of redeemable senior preferred stock with a par value of $0.001 per share for a purchase price of $1,000 per share under the Securities Purchase Agreement. (b) At cost (c) Prior to third quarter 2020, this balance was related to the acquisition of certain assets from YapStone, Inc. by the Company's PRET subsidiary during 2019. As part of the consideration for the assets acquired from YapStone, Inc. by PRET, YapStone, Inc. was issued a NCI in PRET with an initial estimated fair value and carrying value of $5,654,000. For all reporting periods since PRET's inception through June 30, 2020, no earnings or losses were attributable to the NCIs of PRET. During the three months ended September 30, 2020, a gain on a sale of assets from PRET resulted in the attribution of a total of $45.1 million to the NCIs of PRET. This amount was also distributed in a final redemption of the NCIs' interests in PRET during the three months ended September 30, 2020

Compensation Related Costs, Sha

Compensation Related Costs, Share Based Payments (Tables)	6 Months Ended
	Jun. 30, 2021
Share-based Payment Arrangement [Abstract]
Share-based Payment Arrangement, Expensed and Capitalized, Amount	Expense recognized for equity-classified stock compensation by plan was as follows: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 2018 Equity Incentive Plan $ 821 $ 580 $ 1,379 $ 918

SEGMENT INFORMATION - (Tables)

SEGMENT INFORMATION - (Tables)	6 Months Ended
	Jun. 30, 2021
Segment Reporting [Abstract]
Schedule of Segment Reporting Information by Segment	Information on reportable segments and reconciliations to consolidated revenues, consolidated income (loss) from operations, and consolidated depreciation and amortization are as follows for the periods presented: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenues: Consumer Payments $ 119,625 $ 81,707 $ 228,018 $ 167,738 Commercial Payments 4,041 5,654 7,541 12,022 Integrated Partners 1,348 4,995 2,752 9,529 Consolidated revenues $ 125,014 $ 92,356 $ 238,311 $ 189,289 Income (loss) from operations: Consumer Payments $ 14,448 $ 7,270 $ 27,811 $ 14,422 Commercial Payments 21 475 (388) 1,239 Integrated Partners 165 845 257 1,213 Corporate (7,229) (4,559) (15,748) (9,284) Consolidated income from operations $ 7,405 $ 4,031 $ 11,932 $ 7,590 Depreciation and amortization: Consumer Payments $ 10,297 $ 8,657 $ 18,876 $ 17,240 Commercial Payments 73 78 147 154 Integrated Partners 76 1,334 205 2,645 Corporate 277 294 565 596 Consolidated depreciation and amortization $ 10,723 $ 10,363 $ 19,793 $ 20,635
Schedule of Reconciliation of Revenue from Segments to Consolidated	A reconciliation of total income from operations of reportable segments to net loss is provided in the following table: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Total income from operations of reportable segments $ 14,634 $ 8,590 $ 27,680 $ 16,874 Corporate (7,229) (4,559) (15,748) (9,284) Interest expense (7,285) (11,668) (16,453) (21,983) Debt modification and extinguishment costs (8,322) — (8,322) (376) Other income (expenses), net 215 194 (54) 224 Income tax (expense) benefit (1,490) (415) 741 818 Net loss $ (9,477) $ (7,858) $ (12,156) $ (13,727)

LOSS PER COMMON SHARE - (Tables

LOSS PER COMMON SHARE - (Tables)	6 Months Ended
	Jun. 30, 2021
Earnings Per Share [Abstract]
Schedule of Earnings Per Share	The following tables set forth the computation of the Company's basic and diluted loss per common share: (in thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Basic and Diluted Loss Per Common Share: Numerator: Net loss $ (9,477) $ (7,858) $ (12,156) $ (13,727) Less: Dividends and accretion attributable to redeemable senior preferred stockholders (3,911) — (3,911) — Less: Non-controlling interest preferred unit redemptions (10,777) — (10,777) — Net loss attributable to common stockholders $ (24,165) $ (7,858) $ (26,844) $ (13,727) Denominator: Weighted-average common shares outstanding(a) 69,496 67,114 68,525 67,088 Basic and Diluted Loss Per Common Share $ (0.35) $ (0.12) $ (0.39) $ (0.20) (a) The weighted-average common stock shares outstanding include the 1.8 million warrants issued under the Securities Purchase Agreement (refer to Note 9 , Redeemable Senior Preferred Stock and Warrants).
Schedule of Antidilutive Securities	Potentially anti-dilutive securities that were excluded from loss per common share for the three months and six months ended June 30, 2021 and June 30, 2020 that could be dilutive in future periods were as follows: (in thousands) Common Stock Equivalents at June 30, 2021 June 30, 2020 Outstanding warrants on common stock (a) 3,556 3,556 Outstanding options and warrants issued to adviser (a) 600 600 Restricted stock unit awards (b) 1,188 371 Liability-classified restricted stock units 118 290 Outstanding stock option awards (b) 1,301 1,607 Total 6,763 6,424 (a) Issued by M.I. Acquisitions, Inc. prior to July 25, 2018. (b) Granted under the 2018 Equity Incentive Plan.

REVENUES - Disaggregation of Re

REVENUES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Total revenues	$ 125,014	$ 92,356	$ 238,311	$ 189,289
Merchant card fees
Disaggregation of Revenue [Line Items]
Total revenues	118,367	85,686	226,069	174,772
Outsourced services and other services
Disaggregation of Revenue [Line Items]
Total revenues	4,825	5,965	9,203	12,756
Equipment
Disaggregation of Revenue [Line Items]
Total revenues	$ 1,822	$ 705	$ 3,039	$ 1,761

REVENUES - Balance Sheet Inform

REVENUES - Balance Sheet Information (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Contract liabilities, net (current)	$ 1,494	$ 1,494

REVENUES - Narrative (Details)

REVENUES - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
Revenue from Contract with Customer [Abstract]
Contract liabilities, net	$ 1.6	$ 1.7	$ 1.9

SETTLEMENT ASSETS AND OBLIGAT_3

SETTLEMENT ASSETS AND OBLIGATIONS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Merchant reserves held by sponsor banks	$ 120,900		$ 120,900		$ 103,800
Provision for merchant losses	600	$ 1,200	1,000	$ 2,100
Accounts, Notes, Loans and Financing Receivable [Line Items]
Settlement obligations	11,278		11,278		72,878
Due to ACH payees
Accounts, Notes, Loans and Financing Receivable [Line Items]
Settlement obligations	11,278		11,278		$ 72,878
Due to ACH payees | Bank
Accounts, Notes, Loans and Financing Receivable [Line Items]
Settlement obligations	$ 57,900		$ 57,900

SETTLEMENT ASSETS AND OBLIGAT_4

SETTLEMENT ASSETS AND OBLIGATIONS - Settlement Assets and Obligations (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Settlement assets	$ 722	$ 753
Settlement obligations	11,278	72,878
Due to ACH payees
Accounts, Notes, Loans and Financing Receivable [Line Items]
Settlement obligations	11,278	72,878
Card settlements due from merchants, net of estimated losses
Accounts, Notes, Loans and Financing Receivable [Line Items]
Settlement assets	$ 722	$ 753

ACQUISITIONS - Merger (Details)

ACQUISITIONS - Merger (Details) - USD ($)	Mar. 05, 2021	Jun. 30, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Common stock par value (USD per share)		$ 0.001	$ 0.001
Finxera Holdings Inc Merger
Business Acquisition [Line Items]
Shares converted (in shares)	1
Payments to acquire business	$ 425,000,000
Business combination, percent of earnings to reduce consideration	25.00%
Prime Warrior Acquisition Corp.
Business Acquisition [Line Items]
Common stock par value (USD per share)	$ 0.01
Finxera
Business Acquisition [Line Items]
Common stock par value (USD per share)	$ 0.01

ACQUISITIONS - Asset Acquisitio

ACQUISITIONS - Asset Acquisition and Business Combination (Details) - USD ($) $ in Thousands	Jun. 25, 2021	Apr. 29, 2021	Apr. 28, 2021	Apr. 27, 2021	Jun. 30, 2021	Jun. 30, 2021	Jun. 24, 2024	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill					$ 124,078	$ 124,078		$ 106,832
Credit Agreement | Line of Credit | Revolving Credit Facility
Business Acquisition [Line Items]
Borrowings under revolving credit facility	$ 30,000
Certain Assets
Business Acquisition [Line Items]
Payments to acquire business	35,000
Purchase price	$ 34,500
Gross profit and revenue achievements period (in years)	3 years
Seller's note payable to the company	$ 500
Cash on hand	4,500
Identifiable intangible assets	$ 17,300
Useful life (in years)	10 years
Fixed assets and other current assets	$ 500
Goodwill	$ 17,300
Certain Assets | Maximum | Scenario, Forecast
Business Acquisition [Line Items]
Purchase price							$ 60,000
Certain Residual Portfolio Rights
Business Acquisition [Line Items]
Total consideration transferred in asset acquisition			$ 42,400		$ 46,200
Contingent consideration		$ 24,800
Threshold period (in years)		3 years
Intangible asset useful life (in years)					7 years
Earn-out opportunity (in years)		5 years
Amount paid to seller						$ 3,800
Note payable netted against purchase price			3,000
Advance payments			2,000
Payments for asset acquisition			37,400
Seller agreement (in years)		5 years
Additional commissions			$ 11,200
Certain Residual Portfolio Rights | Maximum
Business Acquisition [Line Items]
Exclusive agreement period (in years)				3 years
Minimum agreement period (in years)				5 years
Certain Residual Portfolio Rights | Minimum
Business Acquisition [Line Items]
Exclusive agreement period (in years)				1 year
Minimum agreement period (in years)				4 years

GOODWILL AND OTHER INTANGIBLE_3

GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($)	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment loss				$ 0		$ 0
Goodwill accumulated impairment loss	$ 0			0		0
Amortization of intangible assets	8,700,000		$ 8,400,000	15,700,000	$ 16,900,000
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 311,964,000			$ 311,964,000		248,518,000
Residual buyouts
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross						2,200,000
Intangible assets, fair value						$ 500,000
Impairment charge for intangible asset		$ 1,800,000

GOODWILL AND OTHER INTANGIBLE_4

GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 311,964	$ 248,518
Intangible assets, accumulated amortization	(164,375)	(148,708)
Accumulated allowance for impairment	(1,753)	(1,753)
Intangible assets, net	145,836	98,057
Merchant portfolios
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	73,062	55,816
Intangible assets, accumulated amortization	(24,586)	(19,471)
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	40,740	40,740
Intangible assets, accumulated amortization	(31,837)	(30,267)
Residual buyouts
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	162,312	116,112
Intangible assets, accumulated amortization	(81,009)	(72,659)
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	3,390	3,390
Intangible assets, accumulated amortization	(3,390)	(3,390)
Trade names
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	2,870	2,870
Intangible assets, accumulated amortization	(1,770)	(1,651)
Technology
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	14,390	14,390
Intangible assets, accumulated amortization	(14,000)	(13,951)
ISO relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	15,200	15,200
Intangible assets, accumulated amortization	$ (7,783)	$ (7,319)

PROPERTY, EQUIPMENT AND SOFTW_3

PROPERTY, EQUIPMENT AND SOFTWARE (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 69,036		$ 69,036		$ 63,581
Less accumulated depreciation	(44,791)		(44,791)		(40,706)
Property, equipment, and software, net	24,245		24,245		22,875
Depreciation expense	2,000	$ 1,900	4,100	$ 3,700
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	2,795		2,795		2,795
Equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	11,846		11,846		10,216
Computer software
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	48,143		48,143		44,320
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 6,252		$ 6,252		$ 6,250

ACCOUNTS PAYABLE AND ACCRUED _3

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Accounts Payable [Abstract]
Accrued card network fees	$ 9,505	$ 8,041
Accounts Payable, Other, Current	6,094	4,308
Accounts payable and accrued expenses	$ 15,599	$ 12,349

DEBT OBLIGATIONS - Schedule of

DEBT OBLIGATIONS - Schedule of Long-Term Debt (Details) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Apr. 27, 2021	Dec. 31, 2020	Mar. 31, 2020
Debt Instrument [Line Items]
Total debt obligations		$ 330,000,000		$ 382,040,000
Less: current portion of long-term debt		(3,000,000)		(19,442,000)
Less: unamortized debt discounts and deferred financing costs		(8,813,000)		(4,725,000)
Long-term debt, net		318,187,000		357,873,000
Credit and Guaranty Agreement | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Total debt obligations		30,000,000
Less: unamortized debt discounts and deferred financing costs		(6,400,000)	$ (6,400,000)		$ (2,700,000)
Long-term debt, net		274,600,000
Maximum borrowing capacity		25,000,000
Goldman Sachs Specialty Lending Group
Debt Instrument [Line Items]
Total debt obligations		105,100,000
Credit Agreement | Secured Debt
Debt Instrument [Line Items]
Total debt obligations		$ 300,000,000		0
Debt instrument, interest rate, LIBOR floor		1.00%
Interest rate during period		6.75%
Credit Agreement | Secured Debt | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate		5.75%
Credit Agreement | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Total debt obligations		$ 30,000,000		0
Debt instrument, interest rate, LIBOR floor		1.00%
Interest rate during period		5.75%
Maximum borrowing capacity			$ 40,000,000
Credit Agreement | Line of Credit | LIBOR | Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate		4.75%
Senior Term Loan, Maturing January 3, 2023 | Credit and Guaranty Agreement | Senior Notes
Debt Instrument [Line Items]
Total debt obligations		$ 0		279,417,000
Debt instrument, interest rate, LIBOR floor	1.00%	1.00%
Interest rate during period		7.50%
Senior Term Loan, Maturing January 3, 2023 | Credit and Guaranty Agreement | Senior Notes | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate		6.50%
Subordinated Term Loan, Maturing July 3, 2023 | Goldman Sachs Specialty Lending Group | Subordinated Debt
Debt Instrument [Line Items]
Total debt obligations		$ 0		$ 102,623,000
Interest rate during period		12.50%
Subordinated Term Loan, Maturing July 3, 2023 | Goldman Sachs Specialty Lending Group | Subordinated Debt | Payment-in-Kind Interest Rate
Debt Instrument [Line Items]
Basis spread on variable rate	5.00%	5.00%

DEBT OBLIGATIONS - Narrative (D

DEBT OBLIGATIONS - Narrative (Details)	Apr. 27, 2021USD ($)d	Jun. 30, 2021USD ($)	Jun. 30, 2020USD ($)	Mar. 31, 2020USD ($)	Jun. 30, 2021USD ($)	Jun. 30, 2020USD ($)	Dec. 31, 2020USD ($)
Debt Instrument [Line Items]
Long-term debt, net		$ 318,187,000			$ 318,187,000		$ 357,873,000
Long-term debt, gross		330,000,000			330,000,000		382,040,000
Payment-in-kind interest					2,512,000	$ 3,415,000
Interest expense		7,285,000	$ 11,668,000		16,453,000	21,983,000
Amortization of debt discount (premium) and debt issuance costs		600,000	$ 700,000		1,200,000	$ 1,100,000
Deferred lender fees		8,813,000			8,813,000		4,725,000
Goldman Sachs Specialty Lending Group
Debt Instrument [Line Items]
Long-term debt, gross		105,100,000			105,100,000
Borrowings outstanding under revolving credit facility		80,000,000			80,000,000
Interest payable		$ 25,100,000			$ 25,100,000
Line of Credit
Debt Instrument [Line Items]
Total net leverage ratio, year one	6.50
Total net leverage ratio, year two	6
Total net leverage ratio, year three	5.50
Line of Credit | Credit and Guaranty Agreement | Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate, LIBOR floor					1.00%
Line of Credit | Goldman Sachs Specialty Lending Group
Debt Instrument [Line Items]
Debt instrument, interest rate, effective percentage		5.00%			5.00%
Line of Credit | Goldman Sachs Specialty Lending Group | Applicable Margin
Debt Instrument [Line Items]
Applicable margin					5.00%
Line of Credit | Revolving Credit Facility | Credit and Guaranty Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 25,000,000			$ 25,000,000
Unused commitment fee percentage					0.50%
Long-term debt, net		274,600,000			$ 274,600,000
Long-term debt, gross		30,000,000			30,000,000
Deferred lender fees	$ 6,400,000	6,400,000		$ 2,700,000	6,400,000
Incurred refinancing fees		7,200,000			7,200,000
Incurred debt issuance costs		1,900,000			1,900,000
Debt extinguishment and modification costs					8,300,000
Lender fees					5,300,000
Write off of deferred debt Issuance cost					$ 3,000,000
Expensed costs				$ 400,000
Credit Agreement
Debt Instrument [Line Items]
Maximum percentage of credit outstanding (as a percent)	35.00%
Credit and Guaranty Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 630,000,000
Credit Agreement
Debt Instrument [Line Items]
Incremental prepayment penalty (as a percent)	1.00%
Credit Agreement | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 40,000,000
Unused commitment fee percentage	0.50%
Debt instrument, interest rate, LIBOR floor					1.00%
Long-term debt, gross		30,000,000			$ 30,000,000		0
Credit Agreement | Line of Credit | Revolving Credit Facility | Credit and Guaranty Agreement
Debt Instrument [Line Items]
Third party costs	$ 12,900,000
Credit Agreement | Medium-term Notes
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 290,000,000
Credit Agreement | Secured Debt
Debt Instrument [Line Items]
Principal amount		300,000,000			$ 300,000,000
Debt instrument, interest rate, LIBOR floor					1.00%
Long-term debt, gross		$ 300,000,000			$ 300,000,000		$ 0
Credit Agreement | Secured Debt | Minimum
Debt Instrument [Line Items]
Unused commitment fee percentage	2.875%
Number of days after closing date | d	46
Credit Agreement | Secured Debt | Maximum
Debt Instrument [Line Items]
Unused commitment fee percentage	5.75%
Number of days after closing date | d	90
Delayed Draw Term Loan | Line of Credit | Revolving Credit Facility | Credit and Guaranty Agreement
Debt Instrument [Line Items]
Other refinancing fees	$ 5,700,000

DEBT OBLIGATIONS - Rolling Matu

DEBT OBLIGATIONS - Rolling Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
2022 (current)	$ 3,000
2023	3,000
2024	3,000
2025	3,000
2026	33,000
Beyond five years	285,000
Total debt obligations	330,000	$ 382,040
Line of Credit | Credit and Guaranty Agreement | Term Loan
Debt Instrument [Line Items]
2022 (current)	3,000
2023	3,000
2024	3,000
2025	3,000
2026	3,000
Beyond five years	285,000
Total debt obligations	300,000
Line of Credit | Credit and Guaranty Agreement | Revolving Credit Facility
Debt Instrument [Line Items]
2022 (current)	0
2023	0
2024	0
2025	0
2026	30,000
Beyond five years	0
Total debt obligations	$ 30,000

Redeemable Senior Preferred S_2

Redeemable Senior Preferred Stock and Warrants - Senior Purchase Agreement (Details)	Apr. 27, 2021USD ($)day$ / sharesshares	Jun. 30, 2021USD ($)$ / sharesshares	Jun. 30, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)	Dec. 31, 2020USD ($)$ / shares
Debt and Equity Securities, FV-NI [Line Items]
Temporary equity, shares issued (in shares) | shares	150,000	150,000	150,000
Temporary equity par value (USD per share) | $ / shares	$ 0.001	$ 0.001	$ 0.001
Preferred stock par value (USD per share) | $ / shares		0.001	0.001		$ 0.001
Purchase price	$ 150,000,000
Discount	5,000,000
Purchase price per transaction	$ 1,000
Warrants and rights, number of shares allowed to purchase (in shares) | shares	1,803,841
Common stock par value (USD per share) | $ / shares		$ 0.001	$ 0.001		$ 0.001
Exercise price (USD per share) | $ / shares	$ 0.001
Sale of stock, additional shares, period one | shares	50,000
Maximum purchase price	$ 50,000,000
Purchase price per preferred share (USD per share) | $ / shares	$ 1,000
Discount on maximum purchase price	$ 625,000
Purchased price per preferred share, period two (USD per share) | $ / shares	$ 1,000
Period of agreement (in months)	18 months
Dividend rate, floor (as a percent)			1.00%
Dividends			$ 3,412,500
Cash paid on dividends			1,575,000
PIK dividends declared on redeemable senior preferred stock		$ 1,838,000	1,837,500
Liquidation preference per share | $ / shares	$ 1,000
Liquidation preference percentage	100.00%
Other non-current assets		10,890,000	10,890,000		$ 1,957,000
Number of days after written notice | day	30
Number of days after redemption | day	90
Temporary equity issuance costs	$ 5,500,000
Proceeds from issuance of temporary equity	139,500,000
Temporary equity carrying value	131,400,000	133,762,000	133,762,000	$ 0	$ 0
Fair value of warrants issued	11,400,000	11,357,000
non-current assets	$ 3,300,000
Accretion of discount and deferred issuance costs		$ 500,000	$ 500,000
LIBOR
Debt and Equity Securities, FV-NI [Line Items]
Variable rate (as a percent)			12.00%
Dividend rate (as a percent)			1.00%
Base Rate
Debt and Equity Securities, FV-NI [Line Items]
Increase in dividend rate (as a percent)			2.00%
Dividend rate (as a percent)			5.00%
PIK Dividends rate (as a percent)			7.00%
Base Rate | Dividend Rate 1
Debt and Equity Securities, FV-NI [Line Items]
Variable rate (as a percent)			5.00%
Base Rate | Dividend Rate 2
Debt and Equity Securities, FV-NI [Line Items]
Variable rate (as a percent)			3.00%
Base Rate | Dividend Rate 3
Debt and Equity Securities, FV-NI [Line Items]
Variable rate (as a percent)			5.00%
Dividend payment period (in days)			120 days
Base Rate | Dividend Rate 4
Debt and Equity Securities, FV-NI [Line Items]
Variable rate (as a percent)			5.00%
Dividend payment period (in days)			30 days

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Effective income tax rate	(18.70%)	(5.60%)	5.70%	5.60%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions	Mar. 15, 2019	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Purchase obligation, current year		$ 14.8
Purchase obligation year one		7.8
Purchase obligation, year two		7.8
Asset acquisition	$ 15.2
Contingent cash payments for asset acquisitions	$ 6.4	2.1
Asset acquisition, contingent consideration		$ 4.3

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	Nov. 12, 2020	Jan. 31, 2019	May 31, 2021	Feb. 28, 2019	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Nov. 30, 2020	May 22, 2019
Related Party Transactions [Abstract]
Notes receivable, noncurrent					$ 3,500,000	$ 3,500,000
Notes receivable, maximum loan commitment available for future issuance, noncurrent									$ 10,000,000
Notes receivable, noncurrent, annual interest rate									12.00%
Related Party Transaction [Line Items]
Notes receivable, noncurrent					$ 3,500,000	3,500,000
Notes receivable, maximum loan commitment available for future issuance, noncurrent									$ 10,000,000
Income (loss) from equity method investments							$ 200,000
Redeemable noncontrolling interest, equity, preferred, redemption value				$ 4,500,000				$ 4,800,000
Preferred yield per year				6.00%
Preferred stock, percentage owned				83.30%
Appreciated price per share (in USD per share)					$ 7.75
Notes receivable, noncurrent, annual interest rate									12.00%
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			$ 814,219		$ 10,800,000
Liquidity discount (in USD per share)					$ 0.775
Appreciated common stock value (in USD per share)					$ 6.975
Liquidity discount (as a percent)					10.00%
Share Exchange, Cash Consideration
Related Party Transaction [Line Items]
Purchase price					$ 10,000,000
Share Exchange, Stock Consideration
Related Party Transaction [Line Items]
Purchase price					$ 800,000
Chief Executive Officer And Chairman
Related Party Transaction [Line Items]
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
Executive Vice President Of M&A
Related Party Transaction [Line Items]
Percentage of ownership after transaction		24.10%
Executive Vice President Of M&A | Share Exchange
Related Party Transaction [Line Items]
Number of shares issued in transaction (in shares)			413,081
Priority Hospitality Technology, LLC
Related Party Transaction [Line Items]
Net income attributable to non-controlling interests						$ 250,000
Chief Executive Officer And Chairman
Related Party Transaction [Line Items]
Percentage of ownership before transaction		80.00%

RECONCILIATION OF STOCKHOLDER_3

RECONCILIATION OF STOCKHOLDERS' DEFICIT, NON-CONTROLLING INTERESTS AND SENIOR PREFERRED STOCK - Narrative (Details) - shares	Jun. 30, 2021	Dec. 31, 2020
Stockholders' Equity Note Disclosure And Temporary Equity [Abstract]
Preferred stock authorized (in shares)	100,000,000	100,000,000

RECONCILIATION OF STOCKHOLDER_4

RECONCILIATION OF STOCKHOLDERS' DEFICIT, NON-CONTROLLING INTERESTS AND SENIOR PREFERRED STOCK - Equity Reconciliation (Details) - USD ($)	Apr. 27, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance (in shares)		0	0			0
Beginning balance		$ 0	$ 0			$ 0
Proceeds from issuance of senior preferred stock, net of discount and issuance costs (in shares)		150,000
Proceeds from issuance of redeemable senior preferred stock, net of discount and issuance costs		$ 131,426,000
Accretion of redeemable senior preferred stock discount		498,000
PIK dividends declared on redeemable senior preferred stock		$ 1,838,000
Ending balance (in shares)		150,000	0			150,000		0
Ending balance	$ 131,400,000	$ 133,762,000	$ 0			$ 133,762,000		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			$ (98,564,000)			(98,564,000)
Cash dividends declared and paid on redeemable senior preferred stock		(1,575,000)
PIK dividends declared on redeemable senior preferred stock		(1,838,000)				(1,837,500)
Warrants issued	$ 11,400,000	11,357,000
Accretion of redeemable senior preferred stock discount		(498,000)
Fair value of PHOT preferred units redemption		(10,777,000)
Fair value of common shares issued for PHOT redemption		9,964,000
Net loss		(9,477,000)		$ (7,858,000)		(12,156,000)	$ (13,727,000)
Ending balance		$ (101,574,000)				$ (101,574,000)		(98,564,000)
Temporary equity, shares authorized (in shares)	250,000	250,000				250,000
Temporary equity, shares issued (in shares)	150,000	150,000				150,000
Temporary equity par value (USD per share)	$ 0.001	$ 0.001				$ 0.001
Conversion price (in USD per share)	$ 1,000
Priority Real Estate Technology LLC (PRET)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Gain on sale of business attributable to noncontrolling interest								$ 45,100,000
Preferred Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)		0	0	0	0	0	0	0
Beginning balance		$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Ending balance (in shares)		0	0	0	0	0	0	0
Ending balance		$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)		67,640,000	67,391,000	67,061,000	67,061,000	67,391,000	67,061,000	67,061,000
Beginning balance		$ 68,000	$ 68,000	$ 68,000	$ 68,000	$ 68,000	$ 68,000	$ 68,000
Vesting of stock-based compensation (in shares)		12,000	159,000
Proceeds from exercise of stock options (in shares)			90,000
Proceeds from exercise of stock options		$ 30,000
PHOT Redemption (in shares)		1,428,000
Fair value of common shares issued for PHOT redemption		$ 2,000
Ending balance (in shares)		69,110,000	67,640,000	67,061,000	67,061,000	69,110,000	67,061,000	67,391,000
Ending balance		$ 70,000	$ 68,000	$ 68,000	$ 68,000	$ 70,000	$ 68,000	$ 68,000
Treasury Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)		451,000	451,000	451,000	451,000	451,000	451,000	451,000
Beginning balance		$ (2,388,000)	$ (2,388,000)	$ (2,388,000)	$ (2,388,000)	$ (2,388,000)	$ (2,388,000)	$ (2,388,000)
Ending balance (in shares)		451,000	451,000	451,000	451,000	451,000	451,000	451,000
Ending balance		$ (2,388,000)	$ (2,388,000)	$ (2,388,000)	$ (2,388,000)	$ (2,388,000)	$ (2,388,000)	$ (2,388,000)
Additional Paid-In Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance		7,257,000	5,769,000	3,989,000	3,651,000	5,769,000	3,651,000	3,651,000
Equity-classified stock-based compensation		821,000	558,000	580,000	338,000
Liability-classified stock-based compensation converted to equity-classified			313,000
Proceeds from exercise of stock options		204,000	617,000
Cash dividends declared and paid on redeemable senior preferred stock		(1,575,000)
PIK dividends declared on redeemable senior preferred stock		(1,838,000)
Warrants issued		11,357,000
Accretion of redeemable senior preferred stock discount		(498,000)
Fair value of PHOT preferred units redemption		(10,777,000)
Fair value of common shares issued for PHOT redemption		9,962,000
Ending balance		14,913,000	7,257,000	4,569,000	3,989,000	14,913,000	4,569,000	5,769,000
Accumulated (Deficit)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance		(104,692,000)	(102,013,000)	(133,543,000)	(127,674,000)	(102,013,000)	(127,674,000)	(127,674,000)
Net loss		(9,477,000)	(2,679,000)	(7,858,000)	(5,869,000)
Ending balance		(114,169,000)	(104,692,000)	(141,401,000)	(133,543,000)	(114,169,000)	(141,401,000)	(102,013,000)
Total Priority Technology Holdings, Inc. Stockholders' (Deficit)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance		(99,755,000)	(98,564,000)	(131,874,000)	(126,343,000)	(98,564,000)	(126,343,000)	(126,343,000)
Equity-classified stock-based compensation		821,000	558,000	580,000	338,000
Liability-classified stock-based compensation converted to equity-classified			313,000
Proceeds from exercise of stock options		204,000	617,000
Net loss		(9,477,000)	(2,679,000)	(7,858,000)	(5,869,000)
Ending balance		$ (101,574,000)	$ (99,755,000)	(139,152,000)	(131,874,000)	$ (101,574,000)	(139,152,000)	(98,564,000)
NCI
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				5,654,000	5,654,000		5,654,000	$ 5,654,000
Net loss				0
Ending balance				5,654,000	$ 5,654,000		5,654,000
NCI | Priority Real Estate Technology LLC (PRET)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Ending balance				$ 5,654,000,000			$ 5,654,000,000

STOCK-BASED COMPENSATION - Sche

STOCK-BASED COMPENSATION - Schedule of Compensation Expense (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-classified and liability-classified stock-based compensation				$ 1,414,000	$ 1,026,000
2018 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-classified and liability-classified stock-based compensation		$ 821,000	$ 580,000	1,379,000	918,000
Liability-classified stock-based compensation converted to equity-classified	$ 313,000
2018 Equity Incentive Plan | Liability-Classified Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-classified and liability-classified stock-based compensation		$ 35,000	$ 108,000	$ 35,000	$ 108,000

STOCK-BASED COMPENSATION - Addi

STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-classified and liability-classified stock-based compensation				$ 1,414,000	$ 1,026,000
2018 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-classified and liability-classified stock-based compensation		$ 821,000	$ 580,000	1,379,000	918,000
Liability-classified stock-based compensation converted to equity-classified	$ 313,000
Liability-Classified Stock | 2018 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-classified and liability-classified stock-based compensation		$ 35,000	$ 108,000	$ 35,000	$ 108,000

STOCK-BASED COMPENSATION - Empl

STOCK-BASED COMPENSATION - Employee Stock Purchase Plan (Details)	Apr. 16, 2021hourshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum 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	20,000
Minimum number of days employed to be eligible for plan	30 days
Discount price (as a percent)	95.00%

FAIR VALUE (Details)

FAIR VALUE (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes receivable, fair value	$ 4,200	$ 7,700
Long-term debt	330,000	382,040
Senior Notes | Senior Term Loan, Maturing January 3, 2023 | Credit and Guaranty Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt fair value	294,800	278,000
Long-term debt	0	279,417
Secured Debt | Credit Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt	$ 300,000	$ 0

SEGMENT INFORMATION - Narrative

SEGMENT INFORMATION - Narrative (Details) $ in Millions	Sep. 22, 2020USD ($)	Jun. 30, 2021USD ($)	Jun. 30, 2020USD ($)	Jun. 30, 2021USD ($)segment	Jun. 30, 2020USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | segment				3
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Rent Payment
Segment Reporting Information [Line Items]
Distribution attributable to parent	$ 51.4
Distribution attributable to non-controlling interests	$ 45.1
Additional distributions to non-controlling interests		$ 0.5		$ 0.5
Disposal group revenues			$ 4.4		$ 8.2
Income from operations of disposal group			$ 0.9		$ 1.5
Commercial Payments
Segment Reporting Information [Line Items]
Number of reportable segments | segment				1
Consumer Payments | Revenue from Contract with Customer Benchmark | Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk (as a percent)		23.20%	21.40%

SEGMENT INFORMATION - Schedule

SEGMENT INFORMATION - Schedule of Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenues:
Revenues	$ 125,014	$ 92,356	$ 238,311	$ 189,289
Income (loss) from operations:
Total income from operations of reportable segments	7,405	4,031	11,932	7,590
Depreciation and amortization:
Depreciation and amortization	10,723	10,363	19,793	20,635
Consumer Payments
Revenues:
Revenues	119,625	81,707	228,018	167,738
Commercial Payments
Revenues:
Revenues	4,041	5,654	7,541	12,022
Integrated Partners
Revenues:
Revenues	1,348	4,995	2,752	9,529
Operating Segments
Income (loss) from operations:
Total income from operations of reportable segments	14,634	8,590	27,680	16,874
Operating Segments | Consumer Payments
Income (loss) from operations:
Total income from operations of reportable segments	14,448	7,270	27,811	14,422
Depreciation and amortization:
Depreciation and amortization	10,297	8,657	18,876	17,240
Operating Segments | Commercial Payments
Income (loss) from operations:
Total income from operations of reportable segments	21	475	(388)	1,239
Depreciation and amortization:
Depreciation and amortization	73	78	147	154
Operating Segments | Integrated Partners
Income (loss) from operations:
Total income from operations of reportable segments	165	845	257	1,213
Depreciation and amortization:
Depreciation and amortization	76	1,334	205	2,645
Corporate
Income (loss) from operations:
Total income from operations of reportable segments	(7,229)	(4,559)	(15,748)	(9,284)
Depreciation and amortization:
Depreciation and amortization	$ 277	$ 294	$ 565	$ 596

SEGMENT INFORMATION - Schedul_2

SEGMENT INFORMATION - Schedule of Reconciliation of Total Operating Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting Information [Line Items]
Total income from operations of reportable segments	$ 7,405	$ 4,031	$ 11,932	$ 7,590
Interest expense	(7,285)	(11,668)	(16,453)	(21,983)
Other income (expenses), net	215	194	(54)	224
Income tax (expense) benefit	(1,490)	(415)	741	818
Net loss	(9,477)	(7,858)	(12,156)	(13,727)
Debt extinguishment and modification costs	(8,322)	0	(8,322)	(376)
Operating Segments
Segment Reporting Information [Line Items]
Total income from operations of reportable segments	14,634	8,590	27,680	16,874
Corporate
Segment Reporting Information [Line Items]
Total income from operations of reportable segments	$ (7,229)	$ (4,559)	$ (15,748)	$ (9,284)

LOSS PER COMMON SHARE - Schedul

LOSS PER COMMON SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Earnings Per Share [Abstract]
Net loss	$ (9,477)	$ (7,858)	$ (12,156)	$ (13,727)
Dividends and accretion attributable to redeemable senior preferred stockholders	(3,911)	0	(3,911)	0
Non-controlling interest preferred unit redemptions	(10,777)	0	(10,777)	0
Net loss attributable to common stockholders	$ (24,165)	$ (7,858)	$ (26,844)	$ (13,727)
Diluted (in shares)	69,496	67,114	68,525	67,088
Basic (in shares)	69,496	67,114	68,525	67,088
Diluted (USD per share)	$ (0.35)	$ (0.12)	$ (0.39)	$ (0.20)
Basic (USD per Share)	$ (0.35)	$ (0.12)	$ (0.39)	$ (0.20)
Class of warrant or right, outstanding (in shares)	1,800		1,800

LOSS PER COMMON SHARE - Sched_2

LOSS PER COMMON SHARE - Schedule of Antidilutive Securities (Details) - shares shares in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities that were excluded from EPS (in shares)	6,763	6,424
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)	118	290
Outstanding warrants on common stock | Common Stock Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities that were excluded from EPS (in shares)	3,556	3,556
Outstanding options and warrants issued to advisor
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities that were excluded from EPS (in shares)	600	600
Restricted stock unit awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities that were excluded from EPS (in shares)	1,188	371
Outstanding stock options awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities that were excluded from EPS (in shares)	1,301	1,607