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RECONCILIATION OF STOCKHOLDERS' DEFICIT, NON-CONTROLLING INTERESTS AND SENIOR PREFERRED STOCK | 6 Months Ended
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Jun. 30, 2021
Stockholders' Equity Note Disclosure And Temporary Equity [Abstract] |
RECONCILIATION OF STOCKHOLDERS' DEFICIT AND NON-CONTROLLING INTERESTS | RECONCILIATION OF STOCKHOLDERS' DEFICIT, NON-CONTROLLING INTERESTS AND REDEEMABLE SENIOR PREFERRED STOCK The Company is authorized to issue 100,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the board of directors. As of June 30, 2021 and December 31, 2020, the Company has not issued any shares of preferred stock. See Note 9, Redeemable Senior Preferred Stock and Warrants, for information about the Redeemable Senior Preferred Stock. The following tables provide a reconciliation of the beginning and ending carrying amounts for the periods presented for the components of which is the deficit attributable to stockholders of the Company and equity attributable to non-controlling interest:
(in thousands) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Additional Paid-In Capital |  | Accumulated (Deficit) |  | Total Priority Technology Holdings, Inc. Stockholders' (Deficit)
|  | Redeemable Senior Preferred Stock (a) |  | Preferred Stock |  | Common Stock | Treasury Stock (b)
|  | Shares |  | Amount |  | Shares |  | Amount |  | Shares |  | Amount | Shares |  | Amount
January 1, 2021 |  | — |  |  | $ | — |  |  | — |  |  | $ | — |  |  | 67,391 |  |  | $ | 68 |  |  | 451 |  |  | $ | (2,388) |  |  | $ | 5,769 |  |  | $ | (102,013) |  |  | $ | (98,564) |
Equity-classified stock-based compensation |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 558 |  |  | — |  |  | 558 |
Vesting of stock-based compensation |  | — |  |  | — |  |  | — |  |  | — |  |  | 159 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Liability-classified stock-based compensation converted to equity-classified |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 313 |  |  | — |  |  | 313 |
Proceeds from exercise of stock options |  | — |  |  | — |  |  | — |  |  | — |  |  | 90 |  |  | — |  |  | — |  |  | — |  |  | 617 |  |  | — |  |  | 617 |
Net loss |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (2,679) |  |  | (2,679) |
March 31, 2021 |  | — |  |  | $ | — |  |  | — |  |  | $ | — |  |  | 67,640 |  |  | $ | 68 |  |  | 451 |  |  | $ | (2,388) |  |  | $ | 7,257 |  |  | $ | (104,692) |  |  | $ | (99,755) |
Equity-classified stock-based compensation |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 821 |  |  | — |  |  | 821 |
Vesting of stock-based compensation |  | — |  |  | — |  |  | — |  |  | — |  |  | 12 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Proceeds from issuance of redeemable senior preferred stock, net of discount and issuance costs |  | 150 |  |  | 131,426 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Proceeds from exercise of stock options |  | — |  |  | — |  |  | — |  |  | — |  |  | 30 |  |  | — |  |  | — |  |  | — |  |  | 204 |  |  | — |  |  | 204 |
Cash dividends declared and paid on redeemable senior preferred stock |  | — |  |  | — |  |  | — |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (1,575) |  |  | — |  |  | (1,575) |
PIK dividends declared on redeemable senior preferred stock |  | — |  |  | 1,838 |  |  | — |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (1,838) |  |  | — |  |  | (1,838) |
Fair value of warrants issued |  | — |  |  | — |  |  | — |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 11,357 |  |  | — |  |  | 11,357 |
Accretion of redeemable senior preferred stock discount |  | — |  |  | 498 |  |  | — |  | — |  |  | — |  |  |  |  | — |  |  | — |  |  | (498) |  |  | — |  |  | (498) |
Fair value of PHOT preferred units redemption |  | — |  |  | — |  |  | — |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (10,777) |  |  | — |  |  | (10,777) |
Fair value of common shares issued for PHOT redemption |  | — |  |  | — |  |  | — |  | — |  |  | 1,428 |  |  | 2 |  |  |  |  |  |  | 9,962 |  |  | — |  |  | 9,964 |
Net loss |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (9,477) |  |  | (9,477) |
June 30, 2021 |  | 150 |  |  | $ | 133,762 |  |  | — |  |  | $ | — |  |  | 69,110 |  |  | $ | 70 |  |  | 451 |  |  | $ | (2,388) |  |  | $ | 14,913 |  |  | $ | (114,169) |  |  | $ | (101,574) |
(in thousands) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Additional Paid-In Capital |  | Accumulated (Deficit) |  | Total Priority Technology Holdings, Inc. Stockholders' (Deficit) |  | NCI (c)
|  |  |  |  |  |  |  |  |  |  |  | Preferred Stock |  | Common Stock | Treasury Stock (b)
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Shares |  | Amount |  | Shares |  | Amount | Shares |  | Amount
January 1, 2020 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  | $ | — |  |  | 67,061 |  |  | $ | 68 |  |  | 451 |  |  | $ | (2,388) |  |  | $ | 3,651 |  |  | $ | (127,674) |  |  | $ | (126,343) |  |  | $ | 5,654 |
Equity-classified stock-based compensation |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 338 |  |  | — |  |  | 338 |  |  | — |
Net loss |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (5,869) |  |  | (5,869) |  |  | — |
March 31, 2020 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  | $ | — |  |  | 67,061 |  |  | $ | 68 |  |  | 451 |  |  | $ | (2,388) |  |  | $ | 3,989 |  |  | $ | (133,543) |  |  | $ | (131,874) |  |  | $ | 5,654 |
Equity-classified stock compensation |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 580 |  |  | — |  |  | 580 |  |  | — |
Issue shares of common stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Net loss |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (7,858) |  |  | (7,858) |  |  | — |
June 30, 2020 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  | $ | — |  |  | 67,061 |  |  | $ | 68 |  |  | 451 |  |  | $ | (2,388) |  |  | $ | 4,569 |  |  | $ | (141,401) |  |  | $ | (139,152) |  |  | $ | 5,654 |
(a)On April 27, 2021, the Company authorized 250,000 shares and issued 150,000 shares of redeemable senior preferred stock with a par value of $0.001 per share for a purchase price of $1,000 per share under the Securities Purchase Agreement. (b)At cost (c)Prior to third quarter 2020, this balance was related to the acquisition of certain assets from YapStone, Inc. by the Company's PRET subsidiary during 2019. As part of the consideration for the assets acquired from YapStone, Inc. by PRET, YapStone, Inc. was issued a NCI in PRET with an initial estimated fair value and carrying value of $5,654,000. For all reporting periods since PRET's inception through June 30, 2020, no earnings or losses were attributable to the NCIs of PRET. During the three months ended September 30, 2020, a gain on a sale of assets from PRET resulted in the attribution of a total of $45.1 million to the NCIs of PRET. This amount was also distributed in a final redemption of the NCIs' interests in PRET during the three months ended September 30, 2020.

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