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Acquisitions
 3 Months Ended
Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisitions Acquisitions
Ovvi Acquisition
On November 18, 2022, the Company completed its acquisition of certain assets and assumption of a certain liability of Ovvi, LLC, under an asset purchase agreement through its wholly-owned subsidiary, Priority Ovvi, LLC ("Ovvi"). The acquisition was accounted for as a business combination using the acquisition method of accounting. Prior to this acquisition, the business operated as a SaaS proprietary platform for the restaurant, hospitality and retail industries by providing complete all-in-one point of sale software and hardware systems, comprehensive ancillary services including fraud detection and mitigation, and processing services for various types of cards including credit cards, debit cards, private label cards and prepaid cards. This business is reported within the Company's SMB Payments reportable segment. Transaction costs were not material and were expensed. The non-voting incentive shares issued to the seller will be evaluated at each reporting period to determine whether or not profit or loss should be allocated based on the subsidiary's operating agreement. The preliminary purchase price allocation is set forth in the table below and is expected to be finalized as soon as practicable, but no later than one year from the acquisition date.
(in thousands)
Consideration:
Cash(1)
$5,026 
Total purchase consideration5,026 
Fair value of class B shares issued in Ovvi(3)
659 
Total enterprise value of business acquired(3)
$5,685 
Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable$110 
Inventory142 
Property, equipment and software, net20 
Goodwill(3)
3,393 
Intangible assets(2)
2,021 
Other non-current asset152 
Other non-current liability(153)
Total enterprise value of business acquired(3)
$5,685 
and
(1)Includes $50,000 withheld for inventory acquired which was subsequently released in March 2023.
(2)The intangible assets consist of $1.3 million for technology, $0.4 million for customer relationships and $0.3 million for trade names.
(3)During the three months ended March 31, 2023, the Company recorded measurement period adjustments due to additional information received related to the valuation of the Class B shares. This measurement period adjustment resulted in a decrease of $0.6 million in goodwill and NCI.
Other Acquisition
The Company also completed another acquisition during 2022 for approximately $1.2 million, which was not material. The acquisition did not meet the definition of a business, therefore it was accounted for as an asset acquisition under which the cost of acquisition was allocated to the technology asset acquired.