Priority Technology Holdings Inc
For the period ended Dec 31, 2024. Filed Mar 6, 2025.
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FY2024 · Filed Mar 6, 2025
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7. Goodwill and Other Intangible Assets
- Goodwill and Other Intangible Assets
Goodwill
The Company records goodwill upon acquisition of a business when the purchase price is greater than the fair value assigned to the underlying separately identifiable tangible and intangible assets acquired and the liabilities assumed. The Company's goodwill relates to the following reporting units:
| (in thousands) | December 31, 2024 | December 31, 2023 |
|---|---|---|
| SMB Payments | $124,139 | $124,139 |
| Enterprise Payments | 244,712 | 244,712 |
| Plastiq (B2B Payments) | 7,240 | 7,252 |
| Total | $376,091 | $376,103 |
The following table summarizes the changes in the carrying value of goodwill:
| (in thousands) | Amount |
|---|---|
| Balance at January 1, 2024 | $376,103 |
| Plastiq adjustment | (12) |
| Balance at December 31, 2024 | $376,091 |
The Company evaluates goodwill for impairment annually on October 1 or whenever circumstances or events make it more likely than not impairment may have occurred. The Company may test for goodwill impairment using an optional qualitative analysis or proceed directly with a quantitative analysis. If the optional qualitative analysis is performed, the Company assesses whether it is more likely than not the fair value is less than its carrying amount. For the purpose of the goodwill impairment analysis, the Company determined its reporting units were Enterprise Payments, SMB Payments, and Plastiq, a component of the B2B Payments operating segment, as allowed by ASC 350. Electing to perform the optional qualitative analysis as of October 1, 2024, no indicators of impairment were identified.
As of December 31, 2024, the Company is not aware of any triggering events that have occurred since October 1, 2024.
There were no impairment losses for the years ended December 31, 2024, 2023 or 2022.
Other Intangible Assets
At December 31, 2024 and 2023, other intangible assets consisted of the following:
| (in thousands, except weighted-average data) · December 31, 2024 · Weighted-average Useful Life | ||||
|---|---|---|---|---|
| Gross Carrying Value · Accumulated Amortization · Net Carrying Value | ||||
| Other intangible assets: | ||||
| ISO and referral partner relationships | $182,339 | $(49,501) | $132,838 | 14.6 |
| Residual buyouts | 143,862 | (104,766) | 39,096 | 6.2 |
| Customer relationships | 109,017 | (95,320) | 13,697 | 8.4 |
| Merchant portfolios | 83,350 | (65,285) | 18,065 | 6.5 |
| Technology | 58,639 | (27,473) | 31,166 | 8.7 |
| Non-compete agreements | 3,390 | (3,390) | — | 0.0 |
| Trade names | 7,104 | (3,192) | 3,912 | 10.6 |
| Money transmission licenses(1) | 2,100 | — | 2,100 | |
| Total gross carrying value | $589,801 | $(348,927) | $240,874 | 9.5 |
(1)These assets have an indefinite useful life.
| (in thousands, except weighted-average data) · December 31, 2023 · Weighted-average Useful Life | ||||
|---|---|---|---|---|
| Gross Carrying Value · Accumulated Amortization · Net Carrying Value | ||||
| Other intangible assets: | ||||
| ISO relationships | $182,339 | $(36,506) | $145,833 | 14.7 |
| Residual buyouts | 135,164 | (92,699) | 42,465 | 6.3 |
| Customer relationships | 109,017 | (92,781) | 16,236 | 8.4 |
| Merchant portfolios | 83,350 | (56,139) | 27,211 | 6.5 |
| Technology | 57,639 | (22,712) | 34,927 | 9.0 |
| Non-compete agreements | 3,390 | (3,390) | — | 0.0 |
| Trade names | 7,104 | (2,526) | 4,578 | 11.7 |
| Money transmission licenses(1) | 2,100 | — | 2,100 | |
| Total gross carrying value | $580,103 | $(306,753) | $273,350 | 9.7 |
(1)These assets have an indefinite useful life.
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 |
| Amortization expense (1) | $44,145 | $56,901 | $61,170 |
(1)Included in amortization expense is $2.0 million, $1.0 million and $0.2 million related to the amortization of certain contract acquisition costs for the years ended December 31, 2024, 2023 or 2022
The estimated amortization expense of intangible assets as of December 31, 2024, for the next five years and thereafter is:
| (in thousands) | Estimated Amortization Expense |
|---|---|
| Year Ending December 31, | |
| 2025 | $37,097 |
| 2026 | 36,309 |
| 2027 | 34,044 |
| 2028 | 25,710 |
| 2029 | 21,937 |
| Thereafter | 83,677 |
| Total(1) | $238,774 |
(1)Total will not agree to the intangible asset net book value due to intangible assets with indefinite useful life.
Actual amortization expense to be reported in future periods could differ from these estimates as a result of new intangible asset acquisitions, changes in useful lives and other relevant events or circumstances.
The Company tests intangible assets for impairment when events occur or circumstances indicate that the fair value of an intangible asset or group of intangible assets may be impaired. There wereno impairment losses for the years ended December 31, 2024, 2023 or 2022.
The Company also considered the market conditions and other factors and concluded that there were no additional impairment indicators present at December 31, 2024.
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