Priority Technology Holdings, Inc. Announces Second Quarter 2021 Financial Results

Strong Second Quarter Financial Performance and Increased Full Year Guidance

Capital Refinancing Strengthened the Balance Sheet, Increased Liquidity and Reduced Leverage

Pending Acquisition of Finxera Expected to Close in Third Quarter 2021

ALPHARETTA, Ga., Aug. 9, 2021 /PRNewswire/ -- Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), a leading payments technology company helping customers collect, store and send money, today announced its second quarter 2021 financial results.    

Highlights of Consolidated Results

Second Quarter 2021, Compared with Second Quarter 2020

The second quarter 2020 includes results of the RentPayment business sold to MRI Software in September 2020.  Financial highlights of second quarter 2021 compared with second quarter 2020, are as follows (gross profit, gross profit margin, and adjusted EBITDA are non-GAAP measures1):

  • Revenue of $125.0 million increased 35.4% from $92.4 million.
  • Gross profit of $35.2 million increased 17.4% from $30.0 million.
  • Gross profit margin of 28.1% decreased from 32.4%.
  • Income from operations of $7.4 million increased 83.7% from $4.0 million, including non-recurring expenses of $1.8 million and $1.4 million in second quarter 2021 and 2020, respectively.
  • Loss before income taxes of $8.0 million includes $8.3 million of debt extinguishment and modification costs, and compares with a loss before income taxes of $7.4 million in second quarter 2020.
  • Diluted loss per share of $0.35, which includes the impact of $8.3 million of debt extinguishment and modification costs and a $10.8 million non-controlling interest preferred unit redemption in second quarter 2021, compares with a diluted loss per share of $0.12 in second quarter 2020.
  • Adjusted EBITDA of $21.0 million increased 26.1% from $16.7 million.
  • Total net leverage ratio of 3.43x at June 30, 2021 decreased from 5.44x at March 31, 20211.

The second quarter 2021 results compared with second quarter 2020 results, excluding the RentPayment business sold in September 2020 and non-recurring expenses from both quarters2,3, are as follows:

  • Revenue of $125.0 million increased 42.1% from $88.0 million.
  • Gross profit of $35.2 million increased 35.0% from $26.1 million.
  • Gross profit margin of 28.1% decreased from 29.6%.
  • Income from operations of $9.2 million increased 161.3% from $3.5 million.
  • Adjusted EBITDA of $21.0 million increased 54.9% from $13.6 million.

"Our strong second quarter results reinforce the power of our payments platform and relentless focus on execution," said Tom Priore, Chairman and Chief Executive Officer of Priority. "As we advance the full integration of Finxera's virtual banking capabilities in the coming quarter, we are poised to achieve our mission to be the premier partner for merchants and ISVs to collect, store, and send money."

The Company announced during first quarter 2021 that it entered into an agreement to acquire Finxera Holdings, Inc. ("Finxera"). That acquisition is expected to close in third quarter 2021. In second quarter 2021, Finxera generated revenue of $16.6 million, gross profit of $15.5 million, and Adjusted EBITDA of $11.1 million. On a pro forma basis4, including second quarter and first half results of Finxera, together with pro forma adjustments for June 2021 and April 2021 tuck-in reseller acquisitions, second quarter and first half 2021 financial results (excluding revenue and cost synergies) are as follows:

  • Revenue of $142.9 million in second quarter 2021, and $275.1 million in first half 2021.
  • Gross profit of $51.7 million in second quarter 2021, and $104.6 million in first half 2021.
  • Gross profit margin of 36.2% in second quarter 2021, and 38.0% million in first half 2021.
  • Adjusted EBITDA of $32.8 million in second quarter 2021, and $67.9 million in first half 2021.

(1) See "Non-GAAP Financial Measures" and the reconciliations of Gross Profit, Gross Profit Margin, and Adjusted EBITDA to their most comparable GAAP measures, and the calculation of Total Net Leverage Ratio as of June 30, 2021 provided below for additional information.
(2) See "Results With and Without RentPayment" for a summary of the results for the three months ended June 30, 2020, excluding the actual results of the RentPayment business sold in September 2020.
(3) See "Non-GAAP Financial Measures" for the details of non-recurring expenses for the three months ended June 30, 2021 and 2020. 
(4) See "Pro Forma Results" for a presentation of second quarter and first half 2021 results including the actual second quarter and first half 2021 results of Finxera and the April 2021 and June 2021 tuck-in acquisitions.

Revised Full Year 2021 Financial Guidance

The Company outperformed its plan for revenue and adjusted EBITDA in the six months ended June 30, 2021.  As a result of stronger than expected organic growth and the impact of the second quarter 2021 tuck-in acquisitions, the Company has updated its outlook for full year 2021, before any further increases related to the anticipated acquisition of Finxera, as follows:

  • Revenue is forecast to range between $480 to $500 million, a growth of 22% to 28% above 2020 revenue of $392.3 million, excluding RentPayment.
  • Adjusted EBITDA (a non-GAAP measure) is forecast to range between $82 to $86 million, a growth of 32% to 39% above 2020 adjusted EBITDA of $62.1 million, excluding RentPayment.

Conference Call

Priority's leadership will host a conference call on Monday, August 9, 2021 at 11:00 a.m. EDT to discuss its second quarter financial results and business developments. Participants can access the call by Phone: US/Canada: (877) 501-3161 or International: (786) 815-8443.

Internet webcast link and accompanying slide presentation can be accessed at https://edge.media-server.com/mmc/p/kwi9t7p3 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 August 12, 2021 at 1:30 pm Eastern Time. To listen to the audio replay, dial (855) 859-2056 or (404) 537-3406 and enter conference ID number 1214468. 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 June 30,


2021


2020

Revenues

$

125,014


$

92,356

Costs of Services

89,831


62,398

Gross Profit

$

35,183


$

29,958





Gross Profit Margin

28.1%


32.4%


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 June 30, 


2021


2020

Net loss (GAAP)

$

(9,477)


$

(7,858)

   Interest expense

7,285


11,668

   Income tax expense

1,490


415

   Depreciation and amortization

10,723


10,363

EBITDA (Non-GAAP)

10,021


14,588

   Non-cash stock-based compensation

856


688

   Selling, general and administrative

1,834


1,385

Debt extinguishment and modification costs

8,322


   Other non-operating expense

(17)


Adjusted EBITDA (Non-GAAP)

$

21,016


$

16,661

Reconciliation of Adjusted EBITDA to Consolidated Adjusted EBITDA for the last twelve months ended June 30, 2021 and the calculation of the Total Net Leverage Ratio at June 30, 2021 are provided below:

Adjusted EBITDA (Non-GAAP)

$

76,885

   Allowable Board fee add-back

1,723

   Other adjustments

(145)

Pro-formal impact of acquisitions

16,900

RentPayment adjusted EBITDA

(2,459)

Consolidated Adjusted EBITDA (Non-GAAP)

$

92,904



Consolidated Total Debt at June 30, 2021:


   Current portion of long-term debt

$

3,000

   Long-term debt, net of current portion

318,187

   Unamortized discounts and costs

8,813


330,000

Less unrestricted cash

(11,111)

Consolidated Net Debt

$

318,889



Total Net Leverage Ratio

3.43x

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


Three Months Ended June 30,



(in thousands)

2021

2020


Segment






Selling, general and administrative expense:





Litigation settlement costs

$

$

100


Integrated Partners

Litigation settlement recoveries

(23)


Consumer

Certain legal fees and expenses

1,587

348


Corporate

Professional, accounting and consulting fees

237

121


Corporate

Acquisition transition services

839


Integrated Partners

Acquisition transition services

10


Consumer


$

1,834

$

1,385








Salary and employee benefit expense:





Non-cash stock-based compensation

$

146

$

114


Consumer

Non-cash stock-based compensation

32

31


Commercial

Non-cash stock-based compensation

678

543


Corporate


$

856

$

688









Other expenses, net:






   Debt extinguishment and  modification costs

8,322

$



   Other non-operating expense

(17)




$

8,305

$



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.

Pro-Forma Results

On a pro forma basis, including second quarter results of Finxera, together with the June 2021 tuck-in reseller acquisition, second quarter 2021 financial results (excluding revenue and cost synergies) are as follows:


(in thousands)


Three Months Ended June 30, 2021 (a)


Priority


Finxera


Tuck-in
Acquisition


Pro Forma

Revenues

$

125,014


$

16,585


$

1,309


$

142,908








Gross Profit

$

35,183


$

15,533


$

1,030


$

51,746

Gross Profit Margin

28.1%


93.7%


78.7%


36.2%








Adjusted EBITDA

$

21,016


$

11,123


$

672


$

32,811









(a) Actual second quarter 2021 results of Priority, Finxera and the June 2021 tuck-in reseller acquisition.

















On a pro forma basis, including first half results of Finxera, together with the April 2021 and June 2021 tuck-in reseller acquisitions, first half 2021 financial results (excluding revenue and cost synergies) are as follows:


(in thousands)


Six Months Ended June 30, 2021 (a)


Priority


Finxera


Tuck-in
Acquisitions


Pro Forma

Revenues

$

238,311


$

33,353


$

3,479


$

275,143









Gross Profit

$

66,617


$

31,180


$

6,822


$

104,619

Gross Profit Margin

28.0%


93.5%


196.1%


38.0%









Adjusted EBITDA

$

39,017


$

22,817


$

6,100


$

67,934









(a) Actual first half 2021 results of Priority, Finxera and the April 2021 and June 2021 tuck-in reseller acquisitions.

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 31, 2021. 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 June 30,


Six Months Ended June 30,


2021


2020


2021


2020

REVENUES

$

125,014


$

92,356


$

238,311


$

189,289









OPERATING EXPENSES:








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)



(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 attributable to senior preferred stockholders

(3,911)



(3,911)


Non-controlling interest preferred unit redemptions

(10,777)



(10,777)


Net loss attributable to common stockholders of PRTH

$

(24,165)


$

(7,858)


$

(26,844)


$

(13,727)

















Loss per common share:








Basic and diluted

$

(0.35)


$

(0.12)


$

(0.39)


$

(0.20)









Weighted-average common shares outstanding:








Basic and diluted

69,496


67,114


68,525


67,088

 

PRIORITY TECHNOLOGY HOLDINGS, INC. 

Condensed Consolidated Balance Sheets


(in thousands)

Unaudited




June 30, 2021


December 31, 2020

ASSETS




Current assets:




Cash

$

11,111


$

9,241

Restricted cash

18,232


78,879

Accounts receivable, net of allowance

50,596


41,321

Prepaid expenses and other current assets

5,443


3,500

Current portion of notes receivable, net of allowance

230


2,190

Settlement assets

722


753

Total current assets

86,334


135,884





Notes receivable, less current portion

3,915


5,527

Property, equipment, and software, net

24,245


22,875

Goodwill

124,078


106,832

Intangible assets, net

145,836


98,057

Deferred income taxes, net

47,578


46,697

Other non-current assets

10,890


1,957

Total assets

$

442,876


$

417,829





LIABILITIES AND STOCKHOLDERS' DEFICIT




Current liabilities:




Accounts payable and accrued expenses

$

37,420


$

29,821

Accrued residual commissions

28,201


23,824

Customer deposits and advance payments

4,269


2,883

Current portion of long-term debt

3,000


19,442

Settlement obligations

11,278


72,878

Total current liabilities

84,168


148,848





Long-term debt, net of current portion, discounts and debt issuance costs

318,187


357,873

Other non-current liabilities

8,333


9,672

Total long-term liabilities

326,520


367,545





Total liabilities

410,688


516,393





Senior preferred stock

133,762






Stockholders' deficit:




Preferred stock


Common stock

70


68

Additional paid-in capital

14,913


5,769

Treasury stock, at cost

(2,388)


(2,388)

Accumulated deficit

(114,169)


(102,013)

Total stockholders' deficit

(101,574)


(98,564)





Total liabilities, senior preferred stock and stockholders' deficit

$

442,876


$

417,829

 

 

PRIORITY TECHNOLOGY HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

Unaudited


(in thousands)

Six Months Ended June 30,


2021


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

Write off of deferred loan costs and discount

3,006


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:




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)


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)





Cash flows from financing activities:




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

293,619


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


(4,000)

Proceeds from issuance of senior preferred equity

150,000


Senior preferred equity issuance fees and costs

(10,472)


Dividends paid to senior preferred stockholders

(1,575)


Redemptions of non-controlling interests of subsidiary

(815)


Proceeds from exercise of stock options

821


Net cash provided by (used in) financing activities

69,429


(1,752)





Net change in cash and restricted cash:




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

 

 

PRIORITY TECHNOLOGY HOLDINGS, INC.

Reportable Segments' Results

Unaudited 

(in thousands)


Three Months Ended June 30,


Six Months Ended June 30,



2021


2020


2021


2020

Consumer Payments:









Revenue


$

119,625


$

81,707


$

228,018


$

167,738

Operating expenses


105,177


74,437


200,207


153,316

Income from operations


$

14,448


$

7,270


$

27,811


$

14,422

Operating margin


12.1%


8.9%


12.2%


8.6%

Depreciation and amortization


$

10,297


$

8,657


$

18,876


$

17,240










Key indicators:









Merchant bankcard processing dollar value


$

13,875,957


$

9,010,908


$

25,747,896


$

19,397,656

Merchant bankcard transaction volume


150,598


92,842


278,086


212,273










Commercial Payments:









Revenue


$

4,041


$

5,654


$

7,541


$

12,022

Operating expenses


4,020


5,179


7,929


10,783

Income (loss) from operations


$

21


$

475


$

(388)


$

1,239

Operating margin


0.5%


8.4%


(5.1)%


10.3%

Depreciation and amortization


$

73


$

78


$

147


$

154










Key indicators:









Merchant bankcard processing dollar value


$

75,070


$

64,247


$

138,518


$

136,925

Merchant bankcard transaction volume


47


21


86


46










Integrated Partners:









Revenue


$

1,348


$

4,995


$

2,752


$

9,529

Operating expenses


1,183


4,150


2,495


8,316

Income from operations


$

165


$

845


$

257


$

1,213

Operating margin


12.2%


16.9%


9.3%


12.7%

Depreciation and amortization


$

76


$

1,334


$

205


$

2,645










Key indicators:









Merchant bankcard processing dollar value


$

13,051


$

122,089


$

24,424


$

246,607

Merchant bankcard transaction volume


136


388


231


836










Income from operations of reportable segments


$

14,634


$

8,590


$

27,680


$

16,874

Less:  Corporate expense


(7,229)


(4,559)


(15,748)


(9,284)

Consolidated income from operations


$

7,405


$

4,031


$

11,932


$

7,590

Corporate depreciation and amortization


$

277


$

294


$

565


$

596










Key indicators:









Merchant bankcard processing dollar value


$

13,964,078


$

9,197,244


$

25,910,838


$

19,781,188

Merchant bankcard transaction volume


150,781


93,251


278,403


213,155


















 

PRIORITY TECHNOLOGY HOLDINGS, INC.

Results With and Without RentPayment

Unaudited


(in thousands)


Second Quarter 2020


Six Months Ended June 30, 2020


Consolidated


RentPayment


Excl
RentPayment


Consolidated


RentPayment


Excl
RentPayment













Revenues

$

92,356


$

4,391


$

87,965


$

189,289


$

8,235


$

181,054













Operating Expenses:












Costs of services

62,398


498


61,900


128,762


872


127,890

Salary and employee benefits

9,556


507


9,049


19,685


1,046


18,639

Depreciation and amortization

10,363


1,214


9,149


20,635


2,430


18,205

Selling, general and administrative

6,008


1,231


4,777


12,617


2,390


10,227

Total operating expenses

88,325


3,450


84,875


181,699


6,738


174,961













Income from operations

$

4,031


$

941


$

3,090


$

7,590


$

1,497


$

6,093













Depreciation and amortization

10,363


1,214


9,149


20,635


2,430


18,205

Other income, net

194



194


435



435

Non-cash stock-based compensation

688



688


1,026



1,026

Legal and professional fees

469



469


965



965

Legal settlements

77


100


(23)


79


100


(21)

Acquisition integration services

839


839



1,735


1,735


Adjusted EBITDA

$

16,661


$

3,094


$

13,567


$

32,465


$

5,762


$

26,703

 

Cision View original content:https://www.prnewswire.com/news-releases/priority-technology-holdings-inc-announces-second-quarter-2021-financial-results-301350752.html

SOURCE Priority Technology Holdings, Inc.