Paya SPAC Presentation Deck

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#1pa a TM Paya Company Overview August 2020#2Disclaimer This investor presentation ("Investor Presentation") is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of Paya, Inc. or FinTech Acquisition Corp. Ill or any of Paya, Inc.'s or FinTech Acquisition Corp. III's affiliates' securities (as such term is defined under the U.S. Federal Securities Law). This Investor Presentation has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination (collectively, the "Business Combination"), of Paya, Inc. and FinTech Acquisition Corp. III and for no other purpose. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections, modeling or back-testing or any other information contained herein. All levels, prices and spreads are historical and do not represent current market levels, prices or spreads, some or all of which may have been changed since the issuance of this document. Any data on past performance, modeling or back-testing contained herein is not an indication as to future performance. Paya, Inc. and FinTech Acquisition Corp. Ill assume no obligation to update the information in this Investor Presentation. This Investor Presentation is strictly confidential and may not be copied, reproduced, redistributed or passed on, in whole or in part, or disclosed, directly or indirectly, to any other person or published or for any purpose. This Investor Presentation is being distributed to selected recipients only and is not intended for distribution to, or use by any person or entity in, any jurisdiction or country where such distribution or use would be contrary to local law or regulation. Neither this Investor Presentation nor any part or copy of it may be taken or transmitted into the United States or published, released, disclosed or distributed, directly or indirectly, in the United States, as that term is defined in the United States Securities Act of 1933, as amended (the "Securities Act"), except to a limited number of qualified institutional buyers ("QIBS"), as defined in Rule 144A under the Securities Act, or institutional "accredited investors" within the meaning of Regulation D under the Securities Act. Use of Projections This Presentation contains financial forecasts with respect to Paya, Inc. Neither FinTech Acquisition Corp. III's independent auditors, nor the independent registered public accounting firm of Paya, Inc., audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion this Investor Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Investor Presentation. These projections should not be relied upon as being necessarily indicative of future results. Forward Looking Statements This Investor Presentation includes "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "forecast," "intend," "seek," "target," "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include estimated financial information. Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of FinTech Acquisition Corp. III, Paya, Inc. or the combined company after completion of the Business Combination are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Transaction Agreement and the proposed business combination contemplated thereby; (2) the inability to complete the transactions contemplated by the Transaction Agreement due to the failure to obtain approval of the stockholders of FinTech Acquisition Corp. Ill or other conditions to closing in the Transaction Agreement; (3) the ability to meet Nasdaq's listing standards following the consummation of the transactions contemplated by the Transaction Agreement; (4) the risk that the proposed transaction disrupts current plans and operations of Paya, Inc. as a result of the announcement and consummation of the transactions described herein; (5) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (6) costs related to the proposed Business Combination; (7) changes in applicable laws or regulations; (8) the possibility that Paya, Inc. may be adversely affected by other economic, business, and/or competitive factors; and (9) other risks and uncertainties indicated from time to time in other documents filed or to be filed with the Securities and Exchange Commission ("SEC") by FinTech Acquisition Corp. III. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. FinTech Acquisition Corp. III and Paya, Inc. undertake no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. Use of Non-GAAP Financial Measures This presentation includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and that may be different from non-GAAP financial measures used by other companies. FinTech Acquisition Corp. III and Paya, Inc. believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends of Paya, Inc. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. See the footnotes on the slides where these measures are discussed and page 32 of this Presentation for a reconciliations of such non-GAAP financial measures to the most comparable GAAP numbers. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Additional Information In connection with the proposed Business Combination between Paya, Inc. and FinTech Acquisition Corp. III, FinTech Acquisition Corp. III intends to file with the SEC a preliminary proxy statement/ prospectus and will mail a definitive proxy statement / prospectus and other relevant documentation to FinTech Acquisition Corp. III stockholders. This Investor Presentation does not contain all the information that should be considered concerning the proposed Business Combination. It is not intended to form the basis of any investment decision or any other decision in respect to the proposed Business Combination. FinTech Acquisition Corp. III stockholders and other interested persons are advised to read, when available, the preliminary proxy statement / prospectus and any amendments thereto, and the definitive proxy statement / prospectus in connection with FinTech Acquisition Corp. III's solicitation of proxies for the special meeting to be held to approve the transactions contemplated by the proposed Business Combination because these materials will contain important information about Paya, Inc., FinTech Acquisition Corp. III and the proposed transactions. The definitive proxy statement / prospectus will be mailed to FinTech Acquisition Corp. III stockholders as of a record date to be established for voting on the proposed Business Combination when it becomes available. Stockholders will also be able to obtain a copy of the preliminary proxy statement / prospectus and the definitive proxy statement / prospectus once they are available, without charge, at the SEC's website at http://sec.gov or by directing a request to: James J. McEntee, III, President and Chief Financial Officer, FinTech Acquisition Corp. III, 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104. This Investor Presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination. Participants in the Solicitation FinTech Acquisition Corp. III and its directors and officers may be deemed participants in the solicitation of proxies of FinTech Acquisition Corp. III stockholders in connection with the proposed Business Combination. FinTech Acquisition Corp. III stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of FinTech Acquisition Corp. III in FinTech Acquisition Corp. III's Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to FinTech Acquisition Corp. Ill stockholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus for the transaction when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction will be included in the proxy statement/ prospectus that FinTech Acquisition Corp. III intends to file with the SEC. paya#3FinTech Acquisition III Overview Differentiated SPAC platform with proven track record of success 1. Betsy Z. Cohen Chairman of the Board Daniel G. Cohen CEO James J. McEntee, III President and CFO Based on IMXI closing price as of November 1, 2019 Transaction Highlights FinTech Acquisition Corp. II intermex INTERNATIONAL MONEY EXPRESS Acquired International Money Express, Inc., a remittance company, for $298.7M in July 2018 • $76M secondary offering in September 2019 at $12.75/share (+27.5% return for target rollover equity) • 54.2% return to target stockholders in month following the secondary offering¹ FinTech Acquisition Corp. cardconnect. Acquired CardConnect Corp., a payments company, for $455.2M in July 2016 • CardConnect acquired in May 2017 by First Data Corp. for $750M 50% return to target stockholders within one year of closing Insurance Acquisition Corp. SHIFT Announced the acquisition of Shift Technologies Inc., an automotive e-commerce platform, on June 29, 2020 for $380M of equity and $303M in primary cash proceeds • Transaction is expected to close in the third quarter of 2020 paya#4Illustrative Transaction Overview SPAC Cash¹ PIPE 3. Sources Sponsor Co-investment Cash from Balance Sheet Equity Rollover Total Sources Cash to Seller Total Uses Uses Equity Rollover Fees & Expenses Sources & Uses Amount $353 200 Amount 50 4 480 $1,087 $565 480 42 $1,087 % % 33% 18% 5% 0% 44% 100% 52% 44% 4% 100% Pro Forma Valuation Particulars PF Shares Outstanding² Share Price PF Equity Value (+) PF Debt (-) PF Cash PF Enterprise Value PF EV/2021E EBITDA PF EV/2021E Revenue PF Net Debt/2021E EBITDA 2% PF Ownership Split SPAC Investors 31% Sponsor Promote ³ Sponsor Co-investment 5% PIPE 18% ($ in millions) Amount Exisiting Paya Shareholders 44% 110.2 $10.00 $1,102 229 30 $1,300 19.6x 5.5x 3.0x Note: Assumes no redemptions from SPAC investors. Excludes impact of seller earnout, sponsor earnout and warrants Note: Paya 2021E Adjusted EBITDA includes incremental public company costs 1. 2. As on 6/30/20. SPAC cash amount subject to change depending on the actual interest earned in the trust Includes 48.0m Paya rollover shares, 20.0m PIPE shares, 5.0m Sponsor Co-investment shares, 2.68m SPAC sponsor shares (includes 1.75m promote shares and 0.93m shares from sponsor unit investment at IPO), and 34.5m SPAC shares; excludes 14.0m shares to be issued to existing Paya shareholders as earnout to align interests (7.0m shares @ $15.00 and 7.0m shares @ $17.50, over the next 5 years) Includes shares from units purchased by sponsors at time of IPO through private placement. Assumes sponsor retains 1.75m promote shares at close, restructures 5.68m promote shares to earnout (2.84m shares @ $15.00 and 2.84m shares @ $17.50, over the next 5 years), and forfeits 1.43m promote shares paya#5GTCR Overview GTCR is a leading growth-oriented private equity firm that has invested $18 billion of capital in over 200 companies over the last 40 years • Currently investing Fund XII with $5.25 billion of limited partner capital commitments • Invested successfully in different economic environments ● Investment approach driven by The Leaders Strategy™ - finding and partnering with exceptional management leaders in core domains to identify, acquire and build market- leading companies through transformational acquisitions and organic growth Long-time investor in the payments industry with 11 platform investments across merchant acquiring, B2B payments, billing, mobile payments, payments processing and stored value Successful track record of portfolio company performance in the public markets • 12 Initial Public Offerings since 2000 • Average 1-year return from IPO date of ~35% Deep Experience in FinTech / Payments Select FinTech / Payments Investments RevSpring Since 2016 paya Since 2017 ULTIMUS FUND SOLUTIONS Since 2019 Callcredit Information Group (2014-2018) Sold to TransUnion skylight (2002 - 2007) Sold to NetSpend Financial Verifone (2002 - 2009) IPO in 2005 PRIVATE BANCORP 5 (2007-2014) PIPE in 2007 C CAPTRUST Since 2020 FunDtech Your strongest link (2011-2015) Sold to D+H TRANSFIRST (2000-2007) Sold to PE, later TSYS syniverse (2002-2008) IPO in 2005 optimalblue Since 2016 Relevant Public Company Investments Solera (2005-2009) IPO in 2007 CISION (2014-2020) IPO in 2017 AssuredPartners Since 2019 NPC (2003-2010) Sold to Worldpay Gensar (1992-1996) Sold to Paymentech Transaction TNS Network Services (2001-2005) IPO in 2004 zayo (2012-2018) IPO in 2014 paya#6Paya at a Glance Paya is a leading independent integrated payments platform pays Enterprise B2B Goods and Services Healthcare Growing, innovative provider serving software partners and merchants across attractive middle market verticals paya HQ in Atlanta, GA Middle Market Non-Profit 6 SMB Government & Utilities Attractive End Markets: High-Growth, Underpenetrated, Non-Cyclical ~250 Employees Education paya#7Paya Provides Mission Critical Payment Functionality Paya enables businesses across key verticals to integrate payment acceptance into their core business management or accounting software Enables B2B and B2B2C Commerce With Robust Suite of Solutions Tailored to Core Growth Verticals B2B Goods and Services Wholesalers, distributors, durable goods manufacturers Healthcare Acute & ambulatory care providers, dermatologists, chiropractors Non-Profit Charitable organizations, church denominations Government & Municipalities City and county water, tax, permitting and licensing departments Education K-12 schools, childcare pa a 7 olol Payment Suite Deeply Integrated Into Core Business Software 3 Streamline workflow through connectivity between invoicing, payments, and general ledger post-back O Decrease time consuming reconciliation processes from legacy paper payment methods Automate and reduce friction for omni-channel commerce to optimize receivables Enable multiple methods of payment acceptance Enhance business management efforts with detailed transaction-level data paya#8Why Paya Wins paya Long history of offering integrated payment solutions within software Modern technology stack with scale & reliability Consultative approach to sophisticated middle market customers Vertically tailored products, functionality, & support Track record of driving penetration in software partner customer base Credit, Debit, ACH, & Check all on one platform 8 paya#9Investment Highlights paya 2 Leading independent payments platform in growing market Deep expertise in attractive end verticals 3 Differentiated distribution model focused on end-to-end payment solutions integrated into software 5 4 Multiple vectors for continued growth Attractive financial profile 6 Seasoned and experienced management team 9 paya#10Seasoned Leadership Team Deep team of experienced leaders from diverse, blue-chip backgrounds Today's presenters Jeff Hack Chief Executive Officer JPMorgan Chase First Data. SMITH BARNEY citi Glenn Renzulli Chief Financial Officer opus GE Chris Scappa Operations sage Payment Solutions TEACHERMATCH RECAUSE TEACHERS MATTER MOST Mark Engels Chief Revenue Officer 10 PayPal HHYPERWALLET secure net Andrea Kando Product and Marketing First Data Darrell Winfield Chief Information Officer vantiv globalpayments Now Worldpay incomm Ben Weiner Corp Dev & Strategic Initiatives GTCR Deutsche Bank paya#11Compelling Financial and Operational Metrics Track record of consistent and profitable growth Key Business Highlights $40B+ 2021E Transaction Volume $200+ Average Transaction Size <1 bp Loss Rate on Volume ~75% Integrated Solutions ~100K Customers (Merchants) 85%+ Card Not Present (CNP) Volume 92% Net Volume Retention ~95% Visibility into 2021E Revenue Revenue¹ Note: Historical financials adjusted for one-time and non-recurring items. 1. 2021E, excludes ACH 2. See "Adjusted EBITDA Reconciliation" on slide 34 ($ in millions) $185.1 11 2018A ($ in millions) $42.2 2018A $203.4 2019A $50.3 Revenue 2019A $205.2 Adjusted EBITDA² 2020E $53.0 2020E $238.4 2021E $66.2 2021E paya#12Strong Recovery from COVID-19 Paya has demonstrated resilience through COVID-19 due to its portfolio of attractive, less-cyclical end markets YOY Change: 5% $2.6 January Note: Unadjusted and unaudited volumes 9% $2.6 February Total Monthly Volume ($B) (6%) $2.5 March 12 (7%) $2.3 April (6%) $2.6 May 6% $2.9 June paya#13Massive Secular Shift to Integrated Payments The payments industry has shifted toward integrated capabilities to service a software-centric (integrated) world Integrated payments refers to the enablement of payments within core business management software, simplifying payment acceptance, easing reconciliation, and enriching system data Payments Industry Volume Growth Growth of integrated payments segment outpacing broader industry growth by 5x+ from 2019-2023 ~17% Software-Led¹ ~3% Traditional Merchant Acquiring Payments Industry Attrition Profiles 13 Platforms that combine payments + software benefit from meaningfully reduced attrition 8% paya Source: Company reports, Wall Street research 1. Software-led defined as integrated payments sold through owned or partnered software platforms typically to small or medium-sized businesses ~15% Acquiring Industry Average paya#14Paya is a Leading Independent Platform of Scale Largest pure play integrated payments provider with larger customers than peers Key 2019 Card Metrics Processor North American BANCARD paya E INTERNATIONAL FIRST AMERICAN CLEARENT™ payroc PRIORITY PAYMENT SYSTEMS Shift4 PAYMENTS nuvei Payment Technology Network i3 Verticals Rank by CNP Volume 1 2 3 4 сл 5 6 N/A N/A N/A N/A CNP Volume ($B) $22 $18 $18 $10 $7 $5 N/A N/A N/A N/A Source: Nilson Report (2019) and Company Annual Reports Note: Excludes bank-owned or affiliated processors and those that do not report to Nilson CNP Volume (as % of Total) 49% 85% 45% 32% 36% 22% N/A N/A N/A N/A 14 Total Volume ($B) $44 $21 $39 $30 $19 $21 $51 $27 $18 $14 Volume / Transaction ($) $83 $176 $93 $100 $86 N/A $86 $58 $89 $90 Volume / Customer ($K) $176 $450 $142 $184 $342 $380 $246 $234 $324 N/A Core Markets Retail B2B / Healthcare Gov. / Non-Profit Retail / B2B Retail Dry Cleaning / Bus. Services Bus. Services / Healthcare Retail Restaurant/ Hospitality Retail Non-Profit/ Gov. / Education paya#15Paya Is Uniquely Positioned in the Competitive Landscape Differentiated blend of scale, vertical expertise, and integrated payments capabilities Scale providers without vertical expertise or focused middle market support Large Scale Acquirers CHASE Elavon E First Data Paysafe: stripe globalpayments worldpay from FIS FIRST AMERICAN snowfiserv. AdvancedMD North American PRIORITY PAYMENT SYSTEMS nuvei ACTIVE Shift4 PAYMENTS i3 Verticals paya nebwork. Niche Acquirers payroc REPAY Realtime Electronic Payments 15 Vertical Payments blackbaud Evercommerce CLEARENT INTELLIGENT PROCESSING Rectangle The Shape of All Payments communitybrands VANCO PAYMENT SOLUTIONS InvoiceCloud innovesing the Customer Experience KUBRA NİC Paymentus Independent software vendors that operate in select verticals but lack sophisticated processing capabilities Smaller providers without comprehensive capabilities paya#16Paya Enables Sophisticated Commerce within Software Business or Consumer 8 Business Invoice 囲 Partner Core Business Software Extensive Library of Front-End CRM & Back-End Accounting Integrations Enriched Data Partner & Customer Services Cloud-Based Support and Service Flexible Merchant Pricing Partner Co- Marketing Engine Data-Rich Portal Transaction (Paya charges bps on volume) Funds Hosted Pay Pages Click-to-Pay Credit & Debit Card paya Payment Acceptance PCI Compliance, Encryption, Tokenization Connect Value-Added Solutions 16 Virtual Terminal Payment Methods IVR ACH Client- Driven Deep Feature Rich Integration Paya Connect is embedded in software user interface enabling seamless, secure, & reliable payment collection & reconciliation Cloud EMV Terminal Check Vertical Capabilities Comprehensive API Library Transaction Instruction Card & ACH Processors paya globalpayments fiserv. worldpay from FIS Card Brands VISA mastercard. AMERICAN EXPRESS DISCOVER Bank Sponsors BMOM FIFTH THIRD BANK WELLS FARGO paya#17Paya Connect Value-Added Solutions Paya has a differentiated set of solutions that target its core end markets Value-Added Solution Broad Library of Software Integrations Unified Card and ACH Experience Simplified Merchant Boarding pa a Invoicing Token Vault and Encryption Recurring Billing Account Updater Service and Convenience Fees Split Funding Data-Rich Portals & Reporting Integrated Hardware 17 Customer Value Payment functionality delivered within customer's software Allows customers to be payment-method agnostic Electronic onboarding process increases speed to first transaction Click-to-pay functionality helps optimize A/R management Keeps software partners out of PCI scope Easily process monthly bills and other recurring transactions within software Keeps card information current when card-on-file lost or expired Allows merchants to pass card acceptance cost to end consumers in certain verticals Valuable function for organizations with complex billing needs (e.g., doctor's office and lab testing) Real-time access to authorizations, transaction history, summary reporting, and other key data Hardware directly integrated into software, enabling an omni- channel customer experience paya#18Attractive Vertical End Markets Vertically purposed product and technology provides differentiated payment solutions • Sophisticated customer base requires deep integration of end-to-end payment experience given B2B nature of transactions • Paya provides enterprise-grade security and compliance that cater to the CNP transaction requirements of software partners Robust Core Platform Feature-Rich Integrations Value-Added Solutions & Vertical Capabilities Modular APIs Scalability and Resiliency Processor Agnostic Library of Deep Integrations Proven ISV Delivery Unified Card and ACH Experience Simplified Boarding Data-rich Portals Flexible Integrated Hardware Account Updater Recurring Billing Split Funding Service and Convenience Fees B2B Goods and Services ✓ ✓ ✓ ✓ ✓ ✓ Healthcare 18 ✓ ✓ ✓ ✓ ✓ ✓ ✓ Non-Profit Relevant in Vertical ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Government & Utilities ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Education ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ paya#19Large and Rapidly-Growing TAM in Key Verticals Paya end markets defined by strong secular growth, low penetration of electronic payments, and non-cyclical nature B2B Goods and Services Healthcare Non-Profit Total Market Opportunity in Paya's Core Verticals 2019 U.S. Card Volume by Vertical ($B) Government & Utilities Education $70 Source: Accenture market study (2019) 1. Excludes ACH $75 $130 $235 ~$1T Total Addressable Card Volume $415 19 '15A - '21E CAGR: 10% 10% 13% 12% 11% Paya End Market Revenue Composition¹ 31% 1% 8% 13% 34% 13% B2B Goods and Services Healthcare Non-Profit Government & Utilities Education Other paya#20Focused and Effective Go-to-Market Strategy Attractive Partner- Driven Distribution Description 2021E % Revenue Mix 2021E Gross Profit Margin Growth Drivers Paya Differentiation Integrated Solutions Scalable model Payment offerings deeply integrated into software 63% 53% ✓ Low customer acquisition cost • Sell new software partnerships • Penetrate large base of existing partnerships • Upsell value added services • Broad integration library • Robust product suite • Vertical expertise Payment Services 20 High retention rates Solution suite offered through payment resellers 37% 49% Cross-sell ACH to software partners • Expand distribution capabilities of payment resellers • Proprietary ACH offerings • Sticky payment functionality & CNP capabilities • Vertical expertise paya#21Differentiated, Software-Driven Distribution Model Scalable, Partner-Centric Model Targeted go-to-market focused on expanding extensive distribution network of software partners $100 2018A Integrated Solutions Revenue ($M) $120 2019A 15% CAGR $122 Sticky End-Customer Base Embedded payment functionality integrated into software experience results in high customer retention and profitability 2020E $151 2021E 21 Attractive Financial Results Strategy results in robust growth in Paya's Integrated Solutions business, increasing as a percentage of overall revenue Composition of Gross Profit 35% 44% 2021E 2018 56% 65% Integrated Solutions ■ Payment Services paya#22Multi-Layered Growth Strategy DDD Continue Fundamental Execution Acceleration of Organic Growth 00⁰ Penetrate Existing Partners Drive New Software Partnerships Leverage Proprietary ACH Pursue Strategic M&A Strategic Inorganic Growth Proven platform for M&A execution and integration, coupled with robust pipeline for continued accretive transactions 22 Single point of integration for card and ACH to win new partners and cross-sell into existing base Scalable technology infrastructure and broad solution suite drive new partnerships in core verticals and expansion into attractive adjacencies Large embedded white-space opportunity from monetizing installed bases of existing partnerships Targeted business strategy, improved leadership team, and investment in product and technology drive continued sales momentum paya#23Proven Execution of Strategic M&A Track record of successful acquisitions & extensive pipeline of targets Targeted M&A Investment Criteria Ability to utilize Paya Connect platform and centralized infrastructure Expansion into existing and new strategic verticals Additive payment technologies and capabilities Opportunity to accelerate organic growth first billing a paya company Recent Strategic Acquisitions 1. Annual revenue growth in 2019 vs. 2021E Government & Utilities Bill Presentment & Invoicing Applications Accelerating revenue growth from ~25% → ~45%¹ 23 stewardship a paya company Non-Profit Donation Management Software Accelerating revenue growth from ~20% → ~35%¹ paya#24Financials#25Attractive Financial Profile Proven track record of long-term growth and operating leverage: 500+ bps of EBITDA margin expansion through 2021E ($ in billions) $28.9 $14.8 $14.1 Volume 2018A $44.3 $25.3 $19.0 2021E ($ in millions) Revenue $185.1 $84.8 $100.3 2018A Integrated Solutions Note: Paya 2021E Adjusted EBITDA includes incremental public company costs 1. See "Adjusted EBITDA Reconciliation" on slide 34 $238.4 $87.3 $151.1 2021E 25 Gross Profit ($ in millions) Payment Services Gross Profit Margin: 48% $89.1 $39.2 $49.8 2018A 51% $122.4 $42.5 $79.9 2021E Adjusted EBITDA¹ ($ in millions) Adjusted EBITDA Margin: 23% $42.2 2018A 28% $66.2 2021E paya#26Paya 2021 Adjusted EBITDA Bridge Forecasting 25% EBITDA growth with ~95% visible driven by expansion of current partners and large wins 2020E to 2021E Adjusted EBITDA walk 1. $53.0 $7.8 2020E Adj. EBITDA Visible excl. Large Wins $4.1 Large Wins (Signed/Impl.) 2021E Operating Expenses include incremental public company costs $2.4 Gross Margin Expansion 26 ($5.2) Op Ex¹ $4.2 11 $62.1 Total Visible Go-Get $66.2 2021E Adj. EBITDA paya#27Paya P&L Summary ($M unless otherwise noted) Integrated Solutions Payment Services Total Revenue % Integrated Integrated Solutions Payment Services Gross Profit % Margin Operating Expenses¹ Adj. EBITDA % Margin CapEx and CapDev² Adjusted Cash Conversion ³ % Adjusted Cash Conversion 2018A $100.3 84.8 $185.1 54% $49.8 39.2 $89.1 48% (46.8) $42.2 23% (4.8) $37.5 88.7% Note: See "Adjusted EBITDA Reconciliation" on slide 34 1. 2021 Operating Expenses include incremental public company costs 2. Adjusted capital expenditures and capital development 3. Adjusted Cash Conversion calculated as Adjusted EBITDA less adjusted capital expenditures and capitalized development 27 2019A $119.8 83.6 $203.4 59% $62.7 39.1 $101.8 50% (51.5) $50.3 25% (3.0) $47.3 94.1% 2020E $122.1 83.1 $205.2 60% $65.4 38.6 $103.9 51% (50.9) $53.0 26% (4.4) $48.5 91.6% 2021E $151.1 87.3 $238.4 63% $79.9 42.5 $122.4 51% (56.2) $66.2 28% (4.4) $61.8 93.4% Vs Prior Year 2021E 24% 5% 16% 22% 10% 18% 10% 25% (1%) 27% paya#28Strong Organic Revenue and EBITDA Growth 18% RPAY¹ 16% RPAY ¹ 8% paya 15% paya '19A - '21E Net Revenue Growth 8% IIIV '19A-'21E Adjusted EBITDA Growth 14% IIIV 8% 28 FOUR 11% FOUR 1% EVOP 0% EVOP Source: Company filings, FactSet (7/16/20), Company management Note: Paya 2021E Adjusted EBITDA includes incremental public company costs 1. RPAY 2019 revenue pro forma for full-year impact of the Hawk Parent Business Combination, TriSource Acquisition, and APS Payments Acquisition; includes large organic business win in Q1 2020; 2019 EBITDA calculated by applying reported 2019A EBITDA margin to RPAY's pro forma revenue figure paya#29Potential to Grow EBITDA Margins Additionally, Paya's cash conversion is in line with leading peers '21E Adjusted EBITDA Margin 45% 1. 2. RPAY 97.8% RPAY 36% FOUR 97.3% FOUR 33% EVOP '21E Adjusted Cash Conversion %¹,2 93.4% paya Source: Company filings, FactSet (7/16/20), Company management Note: Paya 2021E Adjusted EBITDA includes incremental public company costs Adjusted Cash Conversion calculated as Adjusted EBITDA less adjusted capital expenditures and capitalized development IIIV capital expenditures estimated as 2019A capital expenditures (excluding RBOS) as % of revenue applied to 2021E revenue Long-term upside potential for 35%+ margins 29 35%+ 28% paya 92.9% IIIV 28% IIIV 78.9% EVOP paya#30Poised for Robust Long-Term Growth "Mid-to-High Teens" RPAY "20%+" paya Long-Term Management Net Revenue Growth Target¹ "Low-to-Mid Teens" paya "20%+" "Low Teens" FOUR FOUR Long-Term Management EBITDA Growth Target¹ "High Teens" RPAY "High Single Digits / Low Double Digits" IIIV 30 ND IIIV Source: Company filings, FactSet (7/16/20), Company management 1. RPAY long-term growth based on management commentary (3/16/20); FOUR based on analyst research (6/30/20); IIIV based on management commentary (2/11/20) ND EVOP ND EVOP paya#31Appealing Upside Potential for Public Investors 28.1x FOUR 12.3x RPAY 27.4x RPAY 10.2x FOUR 26.2x TEV /'21E Adjusted EBITDA Public Merchant Acquiring Universe¹ 9.0x 23.1x Wilshire 5000² TEV /'21E Revenue Public Merchant Acquiring Universe¹ 5.5x 31 19.6x paya paya 5.2x IIIV 18.4x IIIV Source: Company filings, FactSet (7/16/20), Company management Note: Paya 2021E Adjusted EBITDA includes incremental public company costs 1. Average of: GPN, SQ, WLN, NEXI, PAGS, STNE, NETW, FOUR, EVTC, EVOP, CIEL3, LSPD, IIV, RPAY 2. Average of 32 companies in the Wilshire 5000 with 15% + EBITDA growth, 30% + EBITDA margins, and 80%+ Adjusted Cash Conversion (Adj. EBITDA less adjusted capital expenditures) conversion 15.9x EVOP 5.2x EVOP paya#32Conclusion paya 1 2 3 4 5 6 Leading independent payments platform in growing market Largest independent pure-play provider in the rapidly growing integrated payments space Highest proportion of sticky card-not-present (CNP) transactions in the industry, comprising 85% of card volume Scale provider generating $44bn of electronic payments volume through platform annually Deep expertise in attractive end verticals Focus on markets defined by strong secular tailwinds, low penetration of electronic payments, and lack of cyclicality such as B2B, Healthcare, Government & Utilities, and Non-Profit markets Vertically tailored product set built on Paya's centralized Connect platform Differentiated distribution model focused on end-to-end payment solutions integrated into software Attractive partnership model defined by high degree of scalability and low customer acquisition cost Strong partnerships with extensive network of independent software providers in core verticals Multiple vectors for continued growth Embedded white-space penetration opportunities within installed base of existing partnerships Modular technology infrastructure and broad solution suite built to drive new partnerships in core verticals and expand into attractive adjacencies Differentiated offerings across payment types with proprietary ACH capabilities Proven platform for accretive M&A Attractive financial profile Industry-leading KPIs, including $200+ average ticket size, 92% net volume retention, and $450K of annual volume per card customer Integrated Solutions (~75%+ of total card revenue) doubling from 2018 - 2021E Track-record of historical growth, operating leverage and cash flow generation Seasoned and experienced management team Combined 100+ years in payments industry with organizations including First Data, JPMorgan Chase, Vantiv, and PayPal 32 paya#33Appendix#34Adjusted EBITDA Reconciliation ($M, unless otherwise noted) Bridge from reported to adjusted EBITDA Net income, (loss) Depreciation & amortization Tax benefit Interest and other expense EBITDA, reported Other adjustments Transaction-related expenses Stock based compensation Restructuring costs Discontinued service costs Management fees and expenses Sage carve-out expenses Other costs Total adjustments Adjusted EBITDA Adjusted 2018 34 (3.3) 18.3 (3.9) 13.5 24.7 1.0 1.3 1.6 2.2 1.2 9.5 0.8 17.6 42.2 Adjusted 2019 $ $ $ (9.0) 22.4 (2.4) 20.9 31.9 6.9 [a] 2.3 [b] 4.0 [c] 2.3 [d] 1.1 [e] 1.0 [f] 0.8 [g] 18.4 50.3 (a) Represents professional service fees related to business combinations such as legal fees, consulting fees, accounting advisory fees, and other costs. (b) Represents non-cash charges associated with stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy (c) Holdings incurred costs associated with restructuring plans designed to streamline operations and reduce costs including costs associated with the relocation of headquarters from Reston, VA to Atlanta, GA and certain staff restructuring charges including severance (d) Represents costs incurred to retire certain tools, applications, and services that are no longer in use. (e) Represents advisory fees associated with the to be former control owner that we will not be required to pay after the closing of this offering. See notes to our consolidated financial statements included in the proxy statement / prospectus relating to the business combination for more information about these related party transactions. (f) Expenses related to carving out the enti from former Corporate owner Sage PLC including rebranding, technology implementation, consulting and transitional service agreement expenses. (g) Represents non-operational gains or losses, non-standard project expense, non-operational legal expense and other. paya#35Key Balance Sheet Information Paya's conservative capital structure provides significant financial flexibility Cash Balance Term Loan Revolver Financial Covenants • Cash balance (Q2 2020): $25MM Balance outstanding (Q2 2020): $230MM • Interest rate: LIBOR +5.25% • Annual principal payments (paid quarterly through June 2027): $2.4MM • Maturity: August 2027 • Capacity: $25MM • Currently undrawn • Maturity: August 2025 • Net Leverage Ratio: 7.25x through December 2022 - 6.75x March 31, 2023 and thereafter 40%+ covenant cushion - 35 paya#36Assumptions ● Segment ● Integrated Solutions Payment Services Software driven payments Payment Reseller ACH Description Strong partnerships with extensive network of software providers serves as scalable distribution model Model generates significant customer retention from mission-critical nature of payments into business workflow • Payment reseller that owns customer sales cycle • High average ticket and low attrition rates given larger customer base focused on attractive verticals • Proprietary bank transfer capability with direct ODFI relationships Other Assumptions: • Payment Services Gross Margin %: 46.5% - 49.0% • 2021 Public Company costs Opex: $2.0MM Capex/CapDev: $4.0MM - $4.8MM (majority of which is CapDev) Opportunistic Revenue Share buyouts: $3MM - $10MM • Single partner integration experience across ACH & Card with an industry-leading product set 36 • Volume: $18.0bln - $19.5bln • Spread: 78 bps - 80 bps Revenue from fees embedded in spread • Gross Margin: 52.0% - 53.0% ● 2021 Assumption • Volume: $5.85bln - $5.92bln • Spread: 90 bps - 93 bps Revenue from fees embedded in spread ● • Transactions: 32.5mil-34.0mil • Per Transaction: $0.65 - $0.66 • Other ACH/Check/Fee revenue: ● $10.9MM - $11.5MM of other revenue paya#37Feature-Rich Software Integrations Deep integrations with partners create a significant competitive advantage for Paya Type Front-End CRM Back-End Enterprise Accounting Description • Unique CRM integrations sold directly to end-user base Leverage modular core infrastructure and platform for rapid delivery of multi-threaded integrations into vertically specific software providers New integrations require original code only in last-mile on Paya Connect platform Integrations leverage existing value-added solutions and feature functionality of Paya Connect Deep, feature-rich integrations directly with accounting software providers Differentiated over competitors, leveraging an open-source API Delivers key product functionality embedded within software experience including electronic invoicing and post-back to general ledger Long-term relationships with vast network of value-added resellers and consultants 37 paya#38Attractive Customer Base Paya's focus on the mid-market and its B2B solution set imply larger ticket sizes and a higher proportion of Card Not Present volume paya CNP % of Total Volume (Rank by CNP Volume) Average Card Transaction Value ($) Avg. Annual Volume / Customer ($'000s) Core Markets TEV / '21E Adj. EBITDA 85% (#2) ● B2B $176 $450 Healthcare Education • Government • Non-Profit 19.6x Source: Nilson Report (2019) and Company Annual Reports Note: Rankings exclude bank-owned or affiliated processors and those that do not report to Nilson E 45% (#3) $93 $142 B2B Global Retail 15.9x 38 Shift4 PAYMENTS N/A $58 $234 Restaurants • Hospitality 28.1x ● :3 VERTICALS ● N/A $90 ● Healthcare ● Education ● Government Non-Profit Real Estate N/A 18.4x paya#39Paya Evolution Since completing the carve-out in 2018, Paya has continued to innovate and execute, evidenced by recent large customer wins and accelerated sales momentum 2003 2003 2006 Aug. 2017 Jan. 2018 - Jul. 2018 - Oct. 2018 Nov. 2018 Jan. 2019 Jun. 2019 2020 - - Verus Payments Founded Verus Acquires Globel eTelecom (now Paya ACH) Sage Software Acquires Verus & Establishes Sage Payments GTCR Acquires Sage Payments Sage Payments Rebranded as Paya Carve-out from Sage Software Complete Launch Next-Gen Platform Paya Connect Jeff Hack Joins as CEO | Paya Acquires Stewardship Paya Acquires First Billing Mark Engels (CRO) Joins and Starts Sales Team Rebuild On-going broad based sales momentum in core markets 39 paya#40Among the Top Tier of the Wilshire 5000 Companies in the Wilshire 5000 with 15%+ EBITDA growth, 30%+ EBITDA Margins, 80%+ Adjusted Cash Conversion¹ Company Name AbbVie, Inc. Activision Blizzard, Inc. Agree Realty Corporation ANI Pharmaceuticals, Inc. Autodesk, Inc. Bristol-Myers Squibb Company Clarivate Plc Community Healthcare Trust, Inc. CoStar Group, Inc. Dorian LPG Ltd. 1. 2. Eagle Bulk Shipping Inc Fidelity National Information Services, Inc. Horizon Therapeutics Public Limited Company Incyte Corporation Inphi Corporation MarketAxess Holdings Inc. Marvell Technology Group Ltd. Monolithic Power Systems, Inc. Neurocrine Biosciences, Inc. Nexstar Media Group, Inc. Class A NVIDIA Corporation Pacira Biosciences, Inc. PTC Inc. Quidel Corporation Repay Holdings Corp. Class A² salesforce.com, inc. Semtech Corporation Universal Display Corporation Veeva Systems Inc Class A Vertex Pharmaceuticals Incorporated Virtu Financial, Inc. Class A Wingstop, Inc. Average Number of Wilshire 5000 Meeting Each Criteria (N=3622) Number of Wilshire 5000 Meeting All 3 Criteria '19A-¹22E EBITDA Growth 21.8% 16.7% 22.4% 15.6% 33.9% 37.2% 21.9% 22.2% 16.0% 15.5% 36.5% 18.2% 22.0% 39.7% 18.0% 18.8% 28.8% 19.0% 93.5% 21.1% 27.2% 34.6% 24.3% 21.4% 16.4% 20.2% 16.6% 23.6% 21.6% 47.1% 17.5% 19.6% 25.9% 224 32 2021E 40 EBITDA Margin 51.3% 41.4% 81.9% 36.0% 36.1% 48.7% 37.6% 83.3% 34.6% 65.9% 37.0% 46.1% 39.1% 42.3% 37.3% 57.9% 31.5% 33.8% 46.1% 36.0% 42.5% 33.1% 32.8% 50.5% 44.5% 30.1% 32.2% 48.9% 38.0% 56.0% 50.9% 30.7% 44.2% 506 2021E FCF Conversion 97.0% 95.6% 99.4% 91.9% 94.8% 94.9% 85.4% 97.9% 94.0% 97.7% 87.9% 81.5% 98.6% 84.4% 81.4% 89.2% 90.5% 86.3% 97.6% 89.6% 89.0% 94.3% 93.0% 85.1% 97.8% 88.2% 81.4% 90.1% 98.5% 97.6% 90.4% 94.6% 91.7% 785 TEV / 2021E EBITDA 7.5x 18.6 19.1 6.7 33.8 7.5 22.9 17.6 41.7 5.0 7.0 17.0 18.1 18.2 29.3 48.3 24.1 41.1 21.3 7.0 34.6 14.0 19.4 19.0 27.4 24.4 17.7 25.7 62.9 19.9 9.9 53.4 Source: FactSet (7/16/20) Adjusted Cash Conversion calculated as Adjusted EBITDA less adjusted capital expenditures REPAY added for completeness; not currently part of the Wilshire 5000; RPAY 2019 revenue pro forma for full-year impact of the Hawk Parent Business Combination, TriSource Acquisition, and APS Payments Acquisition; includes large organic business win in Q1 2020; 2019 EBITDA calculated by applying reported 2019A EBITDA margin to RPAY's pro forma revenue figure paya 23.1x

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