Priority Technology Holdings, Inc.PRTH
Priority Technology Holdings, Inc. Goodwill & Intangibles Disclosure
Goodwill and 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 reportable segments:
| (in thousands) | December 31, 2025 | December 31, 2024 | |||||||||
| Merchant Solutions | $ | 158,298 | $ | 124,139 | |||||||
| Treasury Solutions | 251,103 | 244,712 | |||||||||
| Payables | 7,240 | 7,240 | |||||||||
| Total | $ | 416,641 | $ | 376,091 | |||||||
The following table summarizes the changes in the carrying value of goodwill:
| (in thousands) | Amount | ||||
| Balance at January 1, 2025 | $ | 376,091 | |||
| Letus business combination | 6,070 | ||||
| DMS business combination | 34,159 | ||||
| Foreign currency translation adjustment | 321 | ||||
Balance at December 31, 2025 | $ | 416,641 | |||
On October 1, 2025, the Company performed the quantitative assessment for goodwill impairment as provided by ASC 350 – Intangibles-Goodwill and Other for all reporting units. The quantitative assessment considered both the market approach, which estimates fair value using market multiples of comparable companies and transaction multiples of recent transactions, and the income approach, which estimates fair value using a discounted cash flow utilizing forecasted projections discount rates based on the reporting unit’s weighted average cost of capital. These estimates change from year to year based on operating results, market conditions and other factors, and could materially impact the determination of fair value and potential goodwill impairment for each reporting unit. The quantitative assessment is sensitive to changes in estimates and assumptions utilized, the most sensitive of which is the discount rate. The results of the quantitative impairment analysis indicated the fair values of the reporting units exceeded their carrying values and therefore, there was no goodwill impairment.
As of December 31, 2025, the Company is not aware of any triggering events which have occurred since October 1, 2025. There was no impairment of goodwill for the years ended December 31, 2024 or 2023.
Intangible Assets
At December 31, 2025 and 2024, intangible assets consisted of the following:
| (in thousands, except weighted-average data) | December 31, 2025 | Weighted-average Useful Life | |||||||||||||||||||||
| Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||||||||||
| Intangible assets: | |||||||||||||||||||||||
| ISO and referral partner relationships | $ | 223,016 | $ | (63,701) | $ | 159,315 | 13.8 | ||||||||||||||||
| Residual buyouts | 177,864 | (119,861) | 58,003 | 6.0 | |||||||||||||||||||
| Customer relationships | 139,463 | (98,478) | 40,985 | 8.8 | |||||||||||||||||||
| Merchant portfolios | 83,350 | (68,787) | 14,563 | 6.5 | |||||||||||||||||||
| Technology | 63,602 | (32,684) | 30,918 | 8.5 | |||||||||||||||||||
| Trade names | 13,329 | (4,023) | 9,306 | 10.6 | |||||||||||||||||||
Money transmission licenses(1) | 2,100 | — | 2,100 | ||||||||||||||||||||
| Total | $ | 702,724 | $ | (387,534) | $ | 315,190 | 9.4 | ||||||||||||||||
(1)These assets have an indefinite useful life.
| (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 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 | $ | 589,801 | $ | (348,927) | $ | 240,874 | 9.5 | ||||||||||||||||
(1)These assets have an indefinite useful life.
Fully amortized intangible assets are retained in intangible assets, net, until removed from service. During the year ended December 31, 2025, certain fully amortized intangible assets were removed from service.
| Years Ended December 31, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
Amortization expense (1) | $ | 44,415 | $ | 44,145 | $ | 56,901 | |||||||||||
(1)Included in amortization expense is $2.4 million, $2.0 million and $1.0 million related to the amortization of certain contract acquisition costs for the years ended December 31, 2025, 2024, or 2023.
The estimated amortization expense of intangible assets as of December 31, 2025, for the next five years and thereafter is:
| (in thousands) | Estimated Amortization Expense | |||||||
| Year Ending December 31, | ||||||||
| 2026 | $ | 51,836 | ||||||
| 2027 | 49,572 | |||||||
| 2028 | 41,237 | |||||||
| 2029 | 37,464 | |||||||
| 2030 | 33,998 | |||||||
| Thereafter | 98,983 | |||||||
Total(1) | $ | 313,090 | ||||||
(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 were no impairment losses for the years ended December 31, 2025, 2024, or 2023.
The Company also considered the market conditions and other factors and concluded that there were no additional impairment indicators present at December 31, 2025.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 10, 2026 | Showing above |
| 2024 | Mar 6, 2025 | |
| 2023 | Mar 12, 2024 | |
| 2022 | Mar 23, 2023 | |
| 2021 | Mar 17, 2022 | |
| 2020 | Mar 31, 2021 | |
| 2019 | Mar 30, 2020 | |
| 2018 | Mar 29, 2019 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.