Priority Technology Holdings, Inc 10-K for FY2024

Priority Technology Holdings, Inc. (PRTH)

10-K 2025-03-06 For: 2024-12-31

Added on April 12, 2026

About this 10-K

Priority Technology Holdings, Inc filed this 10-K on March 6, 2025, covering the fiscal year ended December 31, 2024 (FY2024).

Headline figures

Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $879.7M; up 16.4% from $755.61M a year earlier
Net income: $24.02M; compared with a net loss of $1.31M a year earlier
Diluted EPS: -$0.31; compared with -$0.63 a year earlier

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Delaware		47-4257046
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2001 Westside Parkway
Suite 155
Alpharetta,	Georgia	30004
(Address of principal executive offices)		(Zip Code)


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐


			Page
Cautionary Note Regarding Forward-Looking Statements and Terms Used in the Annual Report on Form 10-K			1
Commonly Defined Terms			3
Part I.	Item 1.	Business	6
	Item 1A.	Risk Factors	17
	Item 1B.	Unresolved Staff Comments	29
	Item 1C.	Cybersecurity	29
	Item 2.	Properties	30
	Item 3.	Legal Proceedings	30
	Item 4.	Mine Safety Disclosures	31
Part II.	Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	32
	Item 6.	Reserved	32
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33
	Item 7A.	Qualitative and Quantitative Disclosure About Market Risk	41
	Item 8.	Financial Statements and Supplementary Data	43
		Notes to Consolidated Financial Statements	54
	Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	96
	Item 9A.	Controls and Procedures	96
	Item 9B.	Other Information	97
	Item 9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections	97
Part III.	Item 10.	Directors, Executive Officers and Corporate Governance	98
	Item 11.	Executive Compensation	98
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	98
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	98
	Item 14.	Principal Accounting Fees and Services	98
Part IV.	Item 15.	Exhibits, Financial Statement Schedules	99
	Item 16.	Form 10-K Summary	101

Signatures			102


Term						Definition
2018 Plan						Priority Technology Holdings, Inc. 2018 Equity Incentive Plan
2021 Stock Purchase Plan						Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan
2021 Share Repurchase Program						Priority Technology Holdings, Inc. 2021 Share Repurchase Program
ACH						Automated clearing house
AML						Anti-money laundering
AOCI						Accumulated other comprehensive income
AP						Accounts payable
API						Application program interface
APIC						Additional paid-in capital
ASC						Accounting Standards Codification
ASU						Accounting Standards Update
ATI						Adjusted taxable income
B2B						Business-to-business
B2C						Business-to-consumer
BaaS						Banking as a service
BSA						Bank Secrecy Act of 1970, as amended by the USA Patriot Act of 2001
CARES Act						Coronavirus Aid, Relief, and Economic Security Act
CCPA						California Consumer Protection Act
CEO						The Company's Chairman and Chief Executive Officer
CFO						The Company's Chief Financial Officer
CFPB						U.S. Consumer Financial Protection Bureau
Common Stock						The Company's Common Stock, par value $.001 per share
Company						Priority Technology Holdings, Inc., a Delaware corporation, and its direct and indirect subsidiaries
2024 Credit Agreement						Credit and Guaranty Agreement with Truist Bank dated as of May 16, 2024 (as amended)
2021 Credit Agreement						Credit and Guaranty Agreement with Truist Bank dated as of April 27, 2021 (as amended)
CRM						Customer relationship management
Delayed Draw Term Loan						Delayed draw term loan facility under the credit agreement
Dodd-Frank Act						Dodd Frank Wall Street Reform and Consumer Protection Act of 2010
EBITDA						Earnings before interest, taxes, depreciation, and amortization
Electronic Payments						Payments with credit, debit, prepaid cards, ACH and wire
EPS						Earnings (loss) per share
ESPP						Employee stock purchase plan
Exchange Act						Securities Exchange Act of 1934
FASB						Financial Accounting Standards Board
FBO						For the benefit of
FCRA						Fair Credit Reporting Act
Federal Reserve Board						Governors of the Federal Reserve System
FDIC						Federal Deposit Insurance Corporation


FFIEC						Federal Financial Institutions Examination Council
FI						Financial institution
FIFO						First in, first out
FinCEN						Financial Crimes Enforcement Network
Finxera						Finxera Holdings, Inc.
FSOC						Financial Stability Oversight Council
GAAP						United States Generally Accepted Accounting Principles
Initial Term Loan						A senior secured first lien term loan facility in an aggregate principal amount of $300,000,000
IRA						Inflation Reduction Act
ISO						Independent sales organization
ISV						Independent software vendors
IT						Information technology
LIBOR						London Interbank Offered Rate
LIFO						Last in, first out
LLC						Limited Liability Company
Nasdaq						National Association of Securities Dealers Automated Quotations
NCI						Non-controlling interests
OFAC						Office of Foreign Assets Control
Passport						Priority Passport
PHOT						Priority Hospitality Technology, LLC a Delaware limited liability company
Plastiq						Acquisition of Plastiq, Inc. and certain affiliates
2024 Revolving Facility						$70.0 million line issued under 2024 Credit Agreement
2021 Revolving Facility						$65.0 million line issued under 2021 Credit Agreement
PIK						Payment-in-kind
POS						Point-of-sale
PRET						Priority Real Estate Technology, LLC, a Delaware limited liability company
PRTH						The Company's Nasdaq Capital Market trading symbol
PSU						Restricted stock unit (performance-based)
Redeemable NCI's						Redeemable non-controlling preferred equity interests
ROU Asset						Right of use asset
RSU						Restricted stock unit (service-based)
SaaS						Software as a Service
SAR						Stock appreciation rights
SEC						United States Securities and Exchange Commission
SMB						Small and medium-sized businesses
SMS						Short message service
SOFR						Secured Overnight Financing Rate
Tax Act						The Housing Assistance Tax Act of 2008
TCPA						Federal Telephone Consumer Protection Act of 1991
Term Facility						Term loan facility issued under the 2024 Credit Agreement


Total Net Leverage Ratio						The ratio of consolidated total debt to the Consolidated Adjusted EBITDA (as defined in the Credit Agreement).
Truist						Truist Bank
TSP						Technology service provider
U.S.						United States of America
VARs						Value-added resellers


Period	Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)	Weighted-average exercise price of outstanding options, warrants and rights(2)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity Compensation Plans approved by security holders	2,453,018	$	6.840	3,150,595
Equity Compensation Plans not approved by security holders	—	$	—	—


Period	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 1-31, 2024	24,149	$	6.77	—	690,626
November 1-30, 2024	—	$	—	—	690,626
December 1-31, 2024	14,553	$	11.28	—	690,626
Total	38,702			—


(in thousands)	Years Ended December 31,				2024 vs 2023
	2024		2023			$ Change
Revenue Type:
Merchant card fees	$	670,411	$	595,205		$	75,206
Money transmission services	130,123		98,137			31,986
Outsourced services and other services	67,018		49,600			17,418
Equipment	12,150		12,670			(520)
Total revenues	$	879,702	$	755,612		$	124,090


(in thousands)	Year Ended December 31,
	2024		2023		Change
Revenues	$	613,547	$	583,251	$	30,296
Adjusted EBITDA	108,913		109,485		$	(572)
Key Indicators:
Merchant bankcard processing dollar value	$	61,703,021	$	59,054,039	$	2,648,982
Merchant bankcard transaction count	755,989		696,203		59,786
Total card processing dollar value	$	71,566,091	$	68,489,886	$	3,076,205


	Year Ended December 31, 2024
	SMB Payments		B2B Payments		Enterprise Payments		Corporate		Total Consolidated
Reconciliation of Adjusted EBITDA to GAAP Measure:
Adjusted EBITDA	$	108,913	$	7,605	$	154,936	$	(67,187)	$	204,267
Interest expense	(1)		(4,340)		—		(84,607)		(88,948)
Depreciation and amortization	(30,865)		(5,258)		(16,928)		(4,990)		(58,041)
Debt modification and extinguishment expenses	—		—		—		(10,369)		(10,369)
Selling, general and administrative (non-recurring)	—		—		—		(3,510)		(3,510)
Non-cash stock based compensation	(16)		(220)		(131)		(5,751)		(6,118)
Income (loss) before taxes	$	78,031	$	(2,213)	$	137,877	$	(176,414)	$	37,281
Income tax expense									(13,266)
Net income									$	24,015


	Year Ended December 31, 2023
	SMB Payments		B2B Payments		Enterprise Payments		Corporate		Total Consolidated
Reconciliation of Adjusted EBITDA to GAAP Measure:
Adjusted EBITDA	$	109,485	$	2,250	$	110,893	$	(54,296)	$	168,332
Interest expense	—		(1,302)		(357)		(74,449)		(76,108)
Depreciation and amortization	(36,715)		(1,831)		(22,426)		(7,423)		(68,395)

Selling, general and administrative (non-recurring)	—		—		—		(9,825)		(9,825)
Non-cash stock based compensation	(539)		(549)		(261)		(5,419)		(6,768)
Non-cash other losses	—		—		—		(84)		(84)
Income (loss) before taxes	$	72,231	$	(1,432)	$	87,849	$	(151,496)	$	7,152
Income tax expense									(8,463)
Net loss									$	(1,311)


			Page
Report of Independent Registered Public Accounting Firm			44
Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023			48
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022			49
Consolidated Statements of Changes in Shareholders' Deficit and Non-Controlling Interests for the years ended December 31, 2024, 2023 and 2022			50
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022			52
Notes to Consolidated Financial Statements:			54
1. Nature of Business and Significant Accounting Policies			54
2. Acquisitions			67
3. Revenues			68
4. Settlement Assets and Customer/Subscriber Account Balances and Related Obligations			69
5. Notes Receivable			71
6. Property, Equipment and Software			72
7. Goodwill and Other Intangible Assets			72
8. Leases			74
9. Accounts Payable and Accrued Expenses			75
10. Debt Obligations			76
11. Redeemable Senior Preferred Stock and Warrants			78
12. Income Taxes			81
13. Shareholders' Deficit			83
14. Stock-based Compensation			83
15. Employee Benefit Plans			87
16. Commitments and Contingencies			88
17. Fair Value			90
18. Segment Information			90
19. (Loss) Earnings per Common Share			95
20. Subsequent Events			95


			Accrued Residual Commissions and Residual Commission Expenses
Description of the Matter			Accrued residual commissions recorded by the Company and included on the Consolidated Balance Sheet were $37.6 million at December 31, 2024, and residual commission expenses included within costs of services on the Consolidated Statement of Operations were $426.6 million for the year ended December 31, 2024. As discussed in Note 1 of the consolidated financial statements, the Company accrues and pays commission expense for certain customer services and other services provided by its independent sales organizations (ISOs). Commissions are based on a percentage of the net revenues generated from the Company’s merchant customers, and these percentages vary based on the program type and transaction volume of each merchant.

			Auditing residual commissions was complex due to the non-standard nature of the pricing terms within the ISO contracts, the volume of contracts, the volume of transactions processed each month, and the degree of auditor judgment needed to design the nature and extent of audit procedures to obtain sufficient audit evidence.

How We Addressed the Matter in Our Audit			To test accrued residual commissions and residual commission expenses, our audit procedures included, among others, testing the completeness and accuracy of the underlying data supporting the commission calculations and the accuracy of the calculations. We selected a sample of monthly ISO payments and, for each sample item, we compared the pricing terms included in the calculation to the respective ISO contract or other source documents, recalculated the related expense and accrual, and agreed the commission payment to evidence of cash disbursement. Additionally, for these monthly ISO payments, we selected a sample of merchant customers, then selected a transaction type, obtained their monthly processing statements, which were generated by the Company’s third-party processors, and agreed the monthly payment volumes to the commission calculations.


	December 31, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	58,600	$	39,604
Restricted cash	11,090		11,923
Accounts receivable, net of allowances of $3,045 and $5,289, respectively	67,969		58,551
Prepaid expenses and other current assets	22,990		13,273
Current portion of notes receivable, net of allowances of $0 and $0, respectively	3,638		1,468
Settlement assets and customer/subscriber account balances	940,798		756,475
Total current assets	1,105,085		881,294
Notes receivable, less current portion	4,919		3,728
Property, equipment and software, net	52,477		44,680
Goodwill	376,091		376,103
Intangible assets, net	240,874		273,350
Deferred income taxes, net	24,697		22,533
Other noncurrent assets	22,717		13,649
Total assets	$	1,826,860	$	1,615,337
Liabilities, Redeemable Senior Preferred Stock and Shareholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	62,149	$	52,643
Accrued residual commissions	37,560		33,025
Customer deposits and advance payments	2,246		3,934
Current portion of long-term debt	9,503		6,712
Settlement and customer/subscriber account obligations	940,213		755,754
Total current liabilities	1,051,671		852,068
Long-term debt, net of current portion, discounts and debt issuance costs	920,888		631,965
Other noncurrent liabilities	19,326		18,763

Total liabilities	1,991,885		1,502,796
Commitments and contingencies (Note 17)
Redeemable senior preferred stock, net of discounts and issuance costs:
Redeemable senior preferred stock, $0.001 par value per share; 250,000 shares authorized; 225,000 issued at December 31, 2024 and December 31, 2023; 0 and 225,000 outstanding at December 31, 2024 and December 31, 2023	—		258,605
Shareholders' deficit:
Preferred stock, $0.001 par value per share; 100,000,000 shares authorized; none issued or outstanding at December 31, 2024 and December 31, 2023	—		—
Common Stock,$0.001 par value per share; 1,000,000,000 shares authorized; 81,866,711 and 79,589,055 shares issued at December 31, 2024 and December 31, 2023, respectively; and 77,479,908 and 76,956,889 shares outstanding at December 31, 2024 and December 31, 2023, respectively.	77		77
Treasury stock at cost, 4,386,803 and 2,632,166 shares at December 31, 2024 and December 31, 2023, respectively	(19,607)		(12,815)
Additional paid-in capital	—		—
Accumulated other comprehensive income	(176)		(29)
Accumulated deficit	(147,134)		(134,951)
Total shareholders' deficit attributable to shareholders of Priority	(166,840)		(147,718)
Non-controlling interests in consolidated subsidiaries	1,815		1,654
Total shareholders' deficit	(165,025)		(146,064)
Total liabilities, redeemable senior preferred stock and shareholders' deficit	$	1,826,860	$	1,615,337


(in thousands)	Years Ended December 31,				2024 vs 2023
	2024		2023			$ Change
Operating expenses
Cost of services (excludes depreciation and amortization)	$	551,621	$	480,307		$	71,314
Salary and employee benefits	89,216		79,974			9,242
Depreciation and amortization	58,041		68,395			(10,354)
Selling, general and administrative	47,403		45,412			1,991
Total operating expenses	$	746,281	$	674,088		$	72,193


	Years Ended December 31,
(in thousands)	2024		2023
Net cash provided by (used in):
Operating activities	$	85,609	$	81,256
Investing activities	(35,546)		(55,748)
Financing activities	147,578		210,105
Net increase in cash and restricted cash	$	197,641	$	235,613


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


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


	Common Stock			Treasury Stock			APIC		AOCI		Accumulated Deficit		Deficit Attributable to Shareholders		NCIs		Total
	Shares	$		Shares	$














January 1, 2022	76,740	$	77	720	$	(4,091)	$	39,835	$	—	$	(100,058)	$	(64,237)	$	—	$	(64,237)
Equity-classified stock-based compensation	—	—		—	—		6,695		—		—		6,695		—		6,695
Vesting of stock-based compensation	925	1		—	—		—		—		—		1		—		1
Issuance of profit interests in wholly-owned subsidiaries	—	—		—	—		—		—		—		—		1,255		1,255

Share repurchases	(1,621)	(2)		1,621	(7,468)		—		—		—		(7,470)		—		(7,470)
Dividends on redeemable senior preferred stock	—	—		—	—		(33,594)		—		—		(33,594)		—		(33,594)
Accretion of unamortized issuance costs for redeemable senior preferred stock	—	—		—	—		(3,286)		—		—		(3,286)		—		(3,286)
Net loss	—	—		—	—		—		—		(2,150)		(2,150)		—		(2,150)
December 31, 2022	76,044	76		2,341	(11,559)		9,650		—		(102,208)		(104,041)		1,255		(102,786)
Equity-classified stock-based compensation	—	—		—	—		6,480		—		—		6,480		—		6,480
ESPP compensation and vesting of stock-based compensation	1,204	1		—	—		182		—		—		183		—		183
Shares withheld for taxes	(291)	—		291	(1,256)		—		—		—		(1,256)		—		(1,256)
Dividends on redeemable senior preferred stock	—	—		—	—		(44,404)		—		—		(44,404)		—		(44,404)
Accretion of redeemable senior preferred stock	—	—		—	—		(3,340)		—		—		(3,340)		—		(3,340)
Adjustments to NCI	—	—		—	—		—		—		—		—		(403)		(403)
Issuance of profit interests/common equity in subsidiaries	—	—		—	—		—		—		—		—		802		802
Foreign currency translation adjustment	—	—		—	—		—		(29)		—		(29)		—		(29)
Reclassification of negative additional paid-in capital	—	—		—	—		31,432		—		(31,432)		—		—		—
Net loss	—	—		—	—		—		—		(1,311)		(1,311)		—		(1,311)


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


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

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


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


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


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


(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


(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


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

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


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


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


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


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


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


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


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


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

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

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


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

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

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

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


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

Performance-based vesting:

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

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


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



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

December 31, 2024	$	10,685