PR Newswire | Mar 16, 2021 07:30PM EDT

Financial Results

03/16 18:28 CDT

Priority Technology Holdings, Inc. Announces Fourth Quarter and Full Year 2020 Financial ResultsStrong Fourth Quarter Financial Performance with Continued Growth and Further Deleveraging ALPHARETTA, Ga., March 16, 2021

ALPHARETTA, Ga., March 16, 2021 /PRNewswire/ -- Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), a leading provider of merchant acquiring, integrated payment software and commercial payment solutions, today announced its fourth quarter financial results including strong year-over-year revenue growth and further deleveraging during the quarter.

Highlights of Consolidated Results

Fourth Quarter 2020, Compared with Fourth Quarter 2019

Financial highlights of the fourth quarter of 2020 compared with the fourth quarter of 2019, are as follows:

* Revenue of $106.1 million increased 8.1% from $98.2 million. * Gross profit (a non-GAAP measure1) of $32.5 million increased 3.2% from $31.4 million. * Gross profit margin (a non-GAAP measure1) of 30.6% decreased 144 basis points from 32.0%. * Income from operations of $6.2 million increased 489.3% from $1.1 million. * Net loss of $1.0 million compares with a net loss of $7.2 million. * Diluted loss per share of $0.01 compares with a diluted loss per share of $0.11. * Adjusted EBITDA (a non-GAAP measure1) of $18.2 million increased 12.7% from $16.2 million. * Total net leverage ratio of 5.85x at December 31, 2020 decreased from 6.16x at September 30, 20202.

The fourth quarter of 2019 includes the results of the RentPayment business sold to MRI Software in September 2020. The fourth quarter of 2020 compared with the results of the fourth quarter of 2019, excluding the RentPayment business3, are as follows:

* Revenue increased 12.3% from $94.5 million. * Gross profit (a non-GAAP measure1) increased 15.5% from $28.2 million. * Gross profit margin (a non-GAAP measure1) increased 84 basis points from 29.8%. * Adjusted EBITDA (a non-GAAP measure1) increased 35.2% from $13.6 million.

Full Year 2020, Compared with Full Year 2019

Financial highlights of the full year 2020 compared with the full year 2019, are as follows:

* Revenue of $404.3 million increased 8.7% from $371.9 million. * Gross profit (a non-GAAP measure1) of $127.0 million increased 6.4% from $119.3 million. * Gross profit margin (a non-GAAP measure1) of 31.4% decreased 68 basis points from 32.1%. * Income from operations of $20.9 million increased 190.4% from $7.2 million. * Net income of $25.7 million, which includes the pre-tax gain from the sale of the RentPayment business, net of non-controlling interests ("NCIs"), of $62.1 million, compares with a net loss of $33.6 million. * Diluted income per share of $0.38 compares with a diluted loss per share of $0.50. * Adjusted EBITDA (a non-GAAP measure1) of $70.3 million increased 19.4% from $58.9 million.

The consolidated results include the results of the RentPayment business from March 1, 2019 through September 22, 2020. Excluding the RentPayment business3, results for the full year 2020 compared with the results for the full year 2019 are as follows:

* Revenue of $392.3 million increased 8.9% from $360.2 million. * Gross profit (a non-GAAP measure1) of $116.3 million increased 6.9% from $108.8 million. * Gross profit margin (a non-GAAP measure1) of 29.6% decreased 55 basis points from 30.2%. * Adjusted EBITDA (a non-GAAP measure1) of $62.1 million increased 25.0% from $49.7 million.

(1) See "Non-GAAP Financial Measures" and the reconciliations of Gross Profit, Gross Profit Margin, and Adjusted EBITDA to their most comparable GAAP measures provided below for additional information.(2) See "Non-GAAP Financial Measures" and the calculation of Total Net Leverage Ratio for the year ended December 31, 2020, provided below for additional information.(3) See "Results With and Without RentPayment" for a summary of the results for the three and the twelve months ended December 31, 2020 and 2019, excluding the actual results of the RentPayment business sold in September 2020.

"The momentum that we built in the third quarter continued through the fourth quarter and while these successes would have been meaningful in any year, I am especially proud of our team given the challenges presented by the pandemic," said Tom Priore, Chairman and Chief Executive Officer of Priority. "We produced growth in revenue, gross profit and adjusted EBITDA and with our Finxera acquisition, we will be a one stop-shop for payments and virtual bank account management that today's merchants and modern software companies are seeking in order to manage and monetize their payment networks."

"We have executed on our plan to build out our Payment Infrastructure as a Service (PIaaS) solutions while continuing to grow our consumer, commercial and integrated payments divisions," continued Priore. "We enter 2021 in growth mode with strong activity and a solid pipeline. We expect that the strength of our core acquiring business and complimentary high growth, countercyclical payment assets will drive strong financial performance in 2021."

Conference Call

Priority Technology Holdings, Inc.'s leadership will host a conference call on Wednesday, March 17, 2021 at 11:00 a.m. EST to discuss its fourth quarter and full year 2020 financial results. Participants can access the call by Phone: US/Canada: (877) 501-3161 or International: (786) 815-8443.

The Internet webcast link and accompanying slide presentation can be accessed at https://edge.media-server.com/mmc/p/9rjzgeoo and will also be posted in the "Investor Relations" section of the Company's website at www.PRTH.com.

An audio replay of the call will be available shortly after the conference call until March 20, 2021 at 1:30 p.m. EST. To listen to the audio replay, dial (855) 859-2056 or (404) 537-3406 and enter conference ID number 6918659. Alternatively, you may access the webcast replay in the "Investor Relations" section of the Company's website at www.PRTH.com.

Non-GAAP Financial Measures

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

Gross Profit and Gross Profit Margin

The Company's non-GAAP gross profit metric represents revenues less costs of services. Gross profit margin is gross profit divided by revenues. We review these non-GAAP measures to evaluate our underlying profit trends. The reconciliation of gross profit to its most comparable GAAP measure is provided below:

(in thousands)

Three Months Ended December 31,Twelve Months Ended December 31,

2020 2019 2020 2019



Revenues $ 106,091 $98,183$ 404,342 $371,854

Costs of Services (73,641) (66,742)(277,374) (252,569)

Gross Profit $ 32,450 $31,441$ 126,968 $119,285



Gross Profit Margin30.6 % 32.0% 31.4 % 32.1%



EBITDA, Adjusted EBITDA and Consolidated Adjusted EBITDA

EBITDA and adjusted EBITDA are performance measures. EBITDA is earnings before interest, income tax, and depreciation and amortization expenses ("EBITDA"). Adjusted EBITDA begins with EBITDA but further excludes certain non-cash costs, such as stock-based compensation and the write-off of the carrying value of investments or other assets, as well as debt extinguishment and modification expenses and other expenses and income items considered non-recurring, such as acquisition integration expenses, certain professional fees, and litigation settlements. Consolidated adjusted EBITDA, which is a liquidity measure used in determining our total net leverage ratio, is adjusted EBITDA further adjusted for items specified in the definition of consolidated adjusted EBITDA within our debt agreements, which include the pro-forma impact of acquisitions and dispositions and other specified adjustments. We review the non-GAAP adjusted EBITDA measure to evaluate our business and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions.

We review the non-GAAP consolidated adjusted EBITDA to evaluate compliance with our total net leverage ratio at each measurement period. The reconciliation of adjusted EBITDA to its most comparable GAAP measure is provided below:

(in thousands)

Three Months Ended December 31, Twelve Months Ended December 31,

2020 2019 2020 2019



Net (loss) income $ (1,004) $ (7,169) $ 25,661 $ (33,589)

Interest expense 9,385 10,051 44,839 40,653

Income tax (benefit) expense (2,020) (1,638) 10,899 830

Depreciation and amortization 9,889 10,329 40,775 39,092

EBITDA 16,250 11,573 122,174 46,986

Gain on sale, net of NCIs - - (62,091) -

Debt extinguishment and modification - - 1,899

Write-off of equity-method investment - - 211 -

Selling, general and administrative 1,180 4,310 5,710 8,266

Non-cash stock-based compensation 803 298 2,430 3,652

Adjusted EBITDA $ 18,233 $ 16,181 $ 70,333 $ 58,904



Reconciliation to Consolidated Adjusted EBITDA for the twelve months ended December 31, 2020:

Adjusted EBITDA $ 70,333

Allowable Board fee add-back 1,500

Other adjustments 161

RentPayment 2020 adjusted EBITDA (8,221)

Consolidated Adjusted EBITDA $ 63,773



Consolidated Total Debt at December 31, 2020:

Current portion of long-term debt $ 19,442

Long-term debt, net of discounts and deferred financing costs 357,873

Unamortized debt discounts and deferred financing costs 4,725

382,040

Less unrestricted cash (9,241)

Consolidated Net Debt $ 372,799



Total Net Leverage Ratio 5.85x

Further detail of certain of these adjustments, and where these items are recorded in our consolidated statements of operations, is provided below:

(in thousands)

Three Months EndedTwelve Months Ended December 31, December 31,

2020 2019 2020 2019 Segment



Selling, general and administrative expense:

Acquisition integration services $(119)$1,723$2,628 $2,910Integrated Partners

Intangible carrying value adjustment 773 - 1,753 - Consumer

Legal and professional fees 416 3,173 1,941 6,353 Corporate

Legal settlements 3 34 (719) (377) Corporate

Change in fair value of contingent consideration(360) (620) (360) (620) Consumer

Write-down of note receivable 467 - 467 - Consumer

$1,180$4,310$5,710 $8,266



Salary and employee benefit expense:

Non-cash stock-based compensation $108 $141 $440 $1,572Consumer

Non-cash stock-based compensation 27 32 122 588 Commercial

Non-cash stock-based compensation 1 1 2 3 Integrated Partners

Non-cash stock-based compensation 667 124 1,866 1,489 Corporate

$803 $298 $2,430 $3,652



Other:

Debt extinguishment and modification $1,899

Write-off of equity-method investment 211

$2,110



Gain on sale of business $107,239

Attributable to NCIs (45,148)

Gain on sale, net of NCIs $62,091

Priority does not provide a reconciliation of forward-looking non-GAAP financial measures to their comparable GAAP financial measures because it could not do so without unreasonable effort due to the unavailability of the information needed to calculate reconciling items and due to the variability, complexity and limited visibility of the adjusting items that would be excluded from the non-GAAP financial measures in future periods. When planning, forecasting and analyzing future periods, the Company does so primarily on a non-GAAP basis without preparing a GAAP analysis as that would require estimates for various cash and non-cash reconciling items that would be difficult to predict with reasonable accuracy. For example, stock-based compensation expense would be difficult to estimate because it depends on the Company's future hiring and retention needs, as well as the future fair market value of the Company's common stock, all of which are difficult to predict and subject to constant change. As a result, the Company does not believe that a GAAP reconciliation would provide meaningful supplemental information about the Company's outlook.

About Priority Technology Holdings, Inc.

Priority is a leading provider of merchant acquiring, integrated payment software and commercial payment solutions, offering unique product and service capabilities to its merchant network and distribution partners. Priority's enterprise operates from a purpose-built business platform that includes tailored customer service offerings and bespoke technology development, allowing the Company to provide end-to-end solutions for payment and payment-adjacent opportunities. Additional information can be found at www.PRTH.com.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services, and other statements identified by words such as "may," "will," "should," "anticipates," "believes," "expects," "plans," "future," "intends," "could," "estimate," "predict," "projects," "targeting," "potential" or "contingent," "guidance," "outlook" or words of similar meaning. These forward-looking statements include, but are not limited to, expected timing of the closing of Priority Technology Holdings, Inc.'s ("Priority", "we", "our", or "us") merger with Finxera Holdings, Inc. ("Finxera") and our 2021 outlook and statements regarding our market and growth opportunities. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive risks, trends and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking statements. These forward-looking statements may include, but are not limited to, statements about the effects of the COVID-19 pandemic on our revenues and financial operating results. Our actual results could differ materially, and potentially adversely, from those discussed or implied herein.

We caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed in our SEC filings, including our most recent Annual Report on Form 10-K filed with the SEC on March 30, 2020. These filings are available online at www.sec.gov or www.PRTH.com.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. The forward-looking statements included in this press release are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

PRIORITY TECHNOLOGY HOLDINGS, INC. Condensed Consolidated Statements of Operations Unaudited



(in thousands, except per share amounts) Three Months Ended Year Ended December 31, December 31,

2020 2019 2020 2019



REVENUES $106,091$98,183 $404,342$371,854



OPERATING EXPENSES:

Costs of services 73,641 66,742 277,374 252,569

Salary and employee benefits 9,812 10,291 39,507 42,214

Depreciation and amortization 9,889 10,329 40,775 39,092

Selling, general and administrative 6,520 9,764 25,825 30,795

Total operating expenses 99,862 97,126 383,481 364,670



Income from operations 6,229 1,057 20,861 7,184



OTHER (EXPENSES) INCOME:

Interest expense (9,385) (10,051) (44,839) (40,653)

Debt extinguishment and modification costs - - (1,899) -

Gain on sale of business - - 107,239 -

Other income, net 182 187 596 710

Total other (expenses) income, net (9,203) (9,864) 61,097 (39,943)



(Loss) income before income taxes (2,974) (8,807) 81,958 (32,759)



Income tax (benefit) expense (2,020) (1,638) 10,899 830



Net (loss) income (954) (7,169) 71,059 (33,589)



Less net income attributable to non-controlling interests(50) - (45,398) -



Net (loss) income attributable to stockholders of $(1,004)$(7,169)$25,661 $(33,589)Priority Technology Holdings, Inc.



Income (loss) per common share:

Basic and diluted $(0.01) $(0.11) $0.38 $(0.50)



Weighted-average common shares and equivalents:

Basic 67,288 67,019 67,158 67,086

Diluted 67,532 67,019 67,263 67,086

PRIORITY TECHNOLOGY HOLDINGS, INC. Condensed Consolidated Balance Sheets



(in thousands) Unaudited

December 31, 2020December 31, 2019

ASSETS

Current assets:

Cash $9,241 $3,234

Restricted cash 78,879 47,231

Accounts receivable, net of allowance for doubtful accounts 41,321 37,993

Prepaid expenses and other current assets 3,500 3,897

Current portion of notes receivable 2,190 1,326

Settlement assets 753 533

Total current assets 135,884 94,214



Notes receivable, less current portion 5,527 4,395

Property, equipment and software, net 22,875 23,518

Goodwill 106,832 109,515

Intangible assets, net 98,057 182,826

Deferred income taxes, net 46,697 49,657

Other non-current assets 1,957 380

Total assets $417,829 $464,505



LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

Accounts payable and accrued expenses $29,821 $26,965

Accrued residual commissions 23,824 19,315

Customer deposits and advance payments 2,883 4,928

Current portion of long-term debt 19,442 4,007

Settlement obligations 72,878 37,789

Total current liabilities 148,848 93,004



Long-term debt, net of current portion, discounts and debt issuance costs357,873 485,578

Other non-current liabilities 9,672 6,612

Total long-term liabilities 367,545 492,190



Total liabilities 516,393 585,194



Stockholders' deficit:

Preferred stock - -

Common stock 68 68

Treasury stock, at cost (2,388) (2,388)

Additional paid-in capital 5,769 3,651

Accumulated deficit (102,013) (127,674)

Total Priority Technology Holdings, Inc. stockholders' deficit (98,564) (126,343)

Non-controlling interest in subsidiary - 5,654

Total stockholders' deficit (98,564) (120,689)



Total liabilities and stockholders' deficit $417,829 $464,505

PRIORITY TECHNOLOGY HOLDINGS, INC. Condensed Consolidated Statements of Cash Flows Unaudited



(in thousands) Year Ended December 31,

2020 2019

Cash flows from operating activities:

Net income (loss) $ 71,059$(33,589)

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

Gain recognized on sale of business (107,239)-

Transaction costs upon sale of business (5,383) -

Depreciation and amortization of assets 40,775 39,092

Equity-classified and liability-classified stock compensation 2,430 3,652

Amortization of debt issuance costs and discounts 2,396 1,667

Deferred income tax expense, net of change in allowance 2,960 765

Payment-in-kind interest 8,573 5,126

Write off of deferred loan costs and discount 1,523 -

Impairment charges for intangible assets 1,753 -

Other non-cash items, net 84 (1,428)

Change in operating assets and liabilities, excluding business sale:

Accounts receivable (5,160) (1,736)

Settlement assets and obligations, net 34,870 27,284

Prepaid expenses and other current assets 65 (1,230)

Notes receivable (2,230) (390)

Accounts payable and other accrued liabilities 1,343 (1,061)

Customer deposits and advance payments (2,045) 1,646

Other assets and liabilities, net 1,298 (434)

Net cash provided by operating activities 47,072 39,364



Cash flows from investing activities:

Sale of business 179,416 -

Additions to property, equipment and software (7,461) (11,118)

Acquisitions of intangible assets (5,559) (82,945)

Notes receivable loan funding - (3,500)

Other investing activity - (184)

Net cash provided by (used in) investing activities 166,396 (97,747)



Cash flows from financing activities:

Proceeds from issuance of long-term debt, net of issue discount - 69,650

Repayments of long-term debt (110,507)(3,828)

Profit distributions to non-controlling interests of subsidiaries (45,398) -

Borrowings under revolving credit facility 7,000 14,000

Repayments under revolving credit facility (18,505) (2,500)

Debt issuance and modification costs (paid) refunded (2,749) 83

Redemption of redeemable non-controlling interest of subsidiary (5,654) -

Repurchases of common stock - (2,388)

Net cash (used in) provided by financing activities (175,813)75,017



Net change in cash and restricted cash:

Net increase in cash and restricted cash 37,655 16,634

Cash and restricted cash at beginning of year 50,465 33,831

Cash and restricted cash at end of year $ 88,120$50,465

PRIORITY TECHNOLOGY HOLDINGS, INC. Reportable Segments' Results Unaudited



(in thousands) Three Months Ended December 31, Year Ended December 31,

2020 2019 2020 2019



Consumer Payments:

Revenue $ 100,777 $ 87,394 $367,816 $330,599

Operating expenses 87,905 77,453 329,424 298,362

Income from operations $ 12,872 $ 9,941 $38,392 $32,237

Operating margin 12.8 % 11.4 % 10.4 %9.8 %

Depreciation and amortization $ 9,281 $ 8,627 $35,002 $32,842



Key indicators:

Merchant bankcard processing dollar value $ 11,070,937 $ 10,752,475 $41,703,661 $42,303,880

Merchant bankcard transaction volume 120,344 129,176 455,240 511,852



Commercial Payments:

Revenue $ 3,905 $ 6,488 20,922 25,980

Operating expenses 4,390 6,264 19,999 26,871

Income (loss) from operations $ (485) $ 224 $923 $(891)

Operating margin (12.4) % 3.5 % 4.4 %(3.4) %

Depreciation and amortization $ 75 $ 75 $306 $323



Key indicators:

Merchant bankcard processing dollar value $ 53,775 $ 75,626 $249,004 $312,342

Merchant bankcard transaction volume 29 25 99 109



Integrated Partners:

Revenue $ 1,409 $ 4,301 $15,604 $15,275

Operating expenses 1,471 4,918 14,200 14,550

Income from operations $ (62) $ (617) $1,404 $725

Operating margin (4.4) % (14.3) % 9.0 %4.7 %

Depreciation and amortization $ 251 $ 1,312 $4,299 $4,398



Key indicators:

Merchant bankcard processing dollar value $ 11,940 $ 126,207 $364,084 $386,101

Merchant bankcard transaction volume 109 467 1,316 1,380



Income from operations of reportable segments$ 12,325 $ 9,548 $40,719 $32,071

Less: Corporate expense (6,096) (8,491) (19,858) (24,887)

Consolidated income from operations $ 6,229 $ 1,057 $20,861 $7,184

Corporate depreciation and amortization $ 282 $ 315 $1,168 $1,529



Key indicators:

Merchant bankcard processing dollar value $ 11,136,652 $ 10,954,308 $42,316,749 $43,002,323

Merchant bankcard transaction volume 120,482 129,668 456,655 513,341

PRIORITY TECHNOLOGY HOLDINGS, INC. Results With and Without RentPayment Unaudited



(in thousands) (in thousands)

Twelve Months Ended December 31, 2020 Twelve Months Ended December 31, 2019

ConsolidatedRentPaymentExcl RentPaymentConsolidatedRentPaymentExcl RentPayment



Revenues $ 404,342 $ 12,042 $392,300 $ 371,854 $11,694 $ 360,160



Operating Expenses:

Costs of services 277,374 1,362 276,012 252,569 1,166 251,403

Salary and employee benefits 39,507 1,649 37,858 42,214 882 41,332

Depreciation and amortization 40,775 3,668 37,107 39,092 4,031 35,061

Selling, general and administrative 25,825 3,538 22,287 30,795 3,340 27,455

Total operating expenses 383,481 10,217 373,264 364,670 9,419 355,251



Income from operations 20,861 1,825 19,036 7,184 2,275 4,909



Depreciation and amortization 40,775 3,668 37,107 39,092 4,031 35,061

Other income, net 807 - 807 710 - 710

Net income attributable to NCIs (250) - (250) - - -

Non-cash stock-based compensation 2,430 - 2,430 3,652 - 3,652

Legal and professional fees 1,941 - 1,941 6,353 - 6,353

Legal settlements (719) 100 (819) (377) - (377)

Acquisition integration services 2,628 2,628 - 2,910 2,910 -

Intangible carrying value adjustment 1,753 - 1,753 - - -

Change in FV of contingent consideration (360) - (360) (620) - (620)

Write-down of note receivable 467 - 467 - - -



Adjusted EBITDA $ 70,333 $ 8,221 $62,112 $ 58,904 $9,216 $ 49,688

PRIORITY TECHNOLOGY HOLDINGS, INC. Results With and Without RentPayment Unaudited



(in thousands) (in thousands)

Fourth Quarter 2020 Fourth Quarter 2019

ConsolidatedRentPayment (1)Excl RentPaymentConsolidatedRentPaymentExcl RentPayment



Revenues $ 106,091 $(76) $ 106,167 $ 98,183 $ 3,636 $94,547



Operating Expenses:

Costs of services 73,641 (7) 73,648 66,742 362 66,380

Salary and employee benefits 9,812 23 9,789 10,291 441 9,850

Depreciation and amortization 9,889 - 9,889 10,329 1,208 9,121

Selling, general and administrative 6,520 (113) 6,633 9,764 1,935 7,829

Total operating expenses 99,862 (97) 99,959 97,126 3,946 93,180



Income (loss) from operations 6,229 21 6,208 1,057 (310) 1,367



Depreciation and amortization 9,889 - 9,889 10,329 1,208 9,121

Other income, net 182 - 182 187 - 187

Net income attributable to NCIs (50) - (50) - - -

Non-cash stock-based compensation 803 - 803 298 - 298

Legal and professional fees 416 - 416 3,173 - 3,173

Legal settlements 3 - 3 34 - 34

Acquisition integration services (119) (119) - 1,723 1,723 -

Intangible carrying value adjustment 773 - 773 - - -

Change in FV of contingent consideration(360) - (360) (620) - (620)

Write-down of note receivable 467 - 467 - - -



Adjusted EBITDA $ 18,233 $(98) $ 18,331 $ 16,181 $ 2,621 $13,560

(1) RentPayment activity in the fourth quarter of 2020 relates to finalization of pre-sale operations.

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SOURCE Priority Technology Holdings, Inc.