Priority Technology : Conference Call Presentation Q1 2020

Priority Technology Holdings, Inc.

Slides Supplementing First Quarter 2020 Earnings Call

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Merchant Bankcard - Q1 2020 vs. Q1 2019

		First Quarter		Variance
		2020		2019		$	%
Consumer Payments:
Merchant bankcard processing dollar value	$	10,386,748	$	10,210,755	$	175,992	1.7%
Merchant bankcard transaction volume		119,431		120,884		(1,453)	(1.2%)
Average Ticket	$	86.97	$	84.47	$	2.50	3.0%
Commercial Payments:
Merchant bankcard processing dollar value	$	72,677	$	69,897	$	2,780	4.0%
Merchant bankcard transaction volume		25		30		(5)	(15.9%)
Average Ticket	$	2,919.13	$	2,362.43	$	556.69	23.6%
Integrated Partners:
Merchant bankcard processing dollar value	$	124,518	$	33,985	$	90,533	266.4%
Merchant bankcard transaction volume		448		128		320	249.1%
Average Ticket	$	277.80	$	264.72	$	13.09	4.9%
Total:
Merchant bankcard processing dollar value	$	10,583,943	$	10,314,637	$	269,306	2.6%
Merchant bankcard transaction volume		119,904		121,042		(1,138)	(0.9%)
Average Ticket	$	88.27	$	85.22	$	3.05	3.6%

Amounts in thousands, except Average Ticket

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Revenue - Q1 2020 vs. Q1 2019

• Revenue of $96.9 million increased 10.6% from $87.6 million
• • Consumer Payments increased 8.9% to $86.0 million from $79.0 million
  • Commercial Payments decreased 4.4% to $6.4 million from $6.7 million
  • • CPX revenue of $1.6 million increased 31.4%
    • Managed Services revenue of $4.8 million decreased 12.3%
  • Integrated Partners increased 129.1% to $4.5 million from $2.0 million
  • • PRET revenue of $4.0 million increased 154.3%
    • Payright increased 14.0%
    • Hospitality increased 254.0%

3

Gross Profit - Q1 2020 vs. Q1 2019

• Gross profit of $30.6 million increased $3.0 million, or 11.0%.
• • Consumer Payments increased 1.4% to $23.3 million from $23.0 million
  • Commercial Payments increased 20.4% to $3.5 million from $2.9 million
  • • CPX increased 35.8% to $1.3 million from $0.9 million
    • Managed Services increased 12.9% to $2.2 million from $1.9 million
  • Integrated Partners increased 127.2% to $3.8 million from $1.7 million
  • • PRET increased 151.5% to $3.5 million from $1.4 million

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Any differences are due to rounding

Income from Operations - Q1 2020 vs. Q1 2019

• Income from Operations increased $2.6 million to $3.6 million from $1.0 million
• • Consumer Payments declined $0.57 million to $7.15 million from $7.72 million
  • • Depreciation and amortization increased $0.8 million
  • Commercial Payments increased $1.2 million to $0.8 million
  • • CPX improved by $0.6 million to a loss of $(0.4) million
    • Managed Services increased $0.6 million to $1.2 million
  • Integrated Partners increased $0.6 million to $0.4 million
  • Corporate Expense declined $1.3 million to $4.7 million

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Any differences are due to rounding

Non-Recurring Expenses in Q1

Selling, general and administrative expenses included certain operating expenses that the Company

considers non-recurring in nature. These expenses totaled $1.4 million and $1.2 million in the first quarters of 2020 and 2019, respectively. In 2020, these expenses included $0.9 million associated with transition services from YapStone, Inc. related to integration of the March 2019 asset acquisition, and $0.5 million of certain legal services. In 2019, these expenses included $0.7 million for accounting services associated with the conversion to a public company, and $0.5 million of certain legal services.

Other income (expense), netin the first quarter of 2020 included $0.6 million of non-recurring expenses. These expenses were $0.4 million of debt modification expenses and a $0.2 million non-cashwrite-off of the carrying value of an equity-method investment.

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Adjusted EBITDA

Adjusted EBITDA of $15.8 million increased $3.3 million from $12.5 million in 2019

	(millions)
Net loss	($5.9)
Interest expense	10.3
Depreciation and amortization	10.3
Income tax benefit	(1.2)
EBITDA	13.5
Non-cashstock-based compensation	0.3
Non-recurring SG&A expenses	1.4
Non-recurring Other income (loss), net	0.6
Adjusted EBITDA	15.8
Other fees	0.4
Consolidated Adjusted EBITDA	$16.2
Annualized Consolidated Adjusted EBITDA	$64.7

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Adjusted EBITDA - Q1 2020 vs. Q1 2019

Adjusted EBITDA of $15.8 million increased $3.3 million from $12.5 million in 2019

8

Other income (expense), net

		(thousands)
Debt modification expenses $	(376.0)	$	-
Loss in equity investments	(210.6)			(5.8)
Interest Income	240.9			87.7
Other		(0.2)			145.0
$	(345.9)	$	226.9

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Interest Expense - Q1 2020 vs. Q1 2019

Interest expense of $10.3 million in the first quarter of 2020 increased by $0.9 million from $9.4 million in the 2019 first quarter.

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Any differences are due to rounding

Liquidity and Debt Covenant Compliance

• At March 31, 2020:
• • Total Debt of $499.4 million; Unrestricted cash of $2.9 million
  • Net leverage ratio of 7.67:1.00

	(millions)
Debt Outstanding:
Senior	$387.84
Subordinated	96.53
Revolver	15.00
	499.37
Unrestricted Cash	2.86
Total Net Debt	$496.51
Annualized Consolidated Adjusted EBITDA	$64.70
Total Net Leverage Ratio	7.67:1.00
Required Total Net Leverage Ratio	8.00:1.00

• On April 3, 2020, $2.5 million of revolver was repaid
• Currently $12.5 million outstanding on $25.0 million credit facility

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