The following Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") summarizes the significant factors affecting the
consolidated operating results, financial condition, liquidity and capital
resources of Paya Holdings Inc. and is intended to help the reader understand
Paya Holdings Inc., our operations and our present business environment. This
discussion should be read in conjunction with the Company's audited consolidated
financial statements and notes thereto included in Part II, Item 8 of the
Company's Annual Report on Form 10-K for the year ended December 31, 2021 and
the unaudited consolidated financial statements and notes thereto included in
Part I, Item 1 of this Quarterly Report on Form 10-Q. References to "we," "us,"
"our", "Paya", "Paya Holdings", or "the Company" refer to Paya Holdings Inc. and
its consolidated subsidiaries.

Overview



We are an independent integrated payments platform providing card, ACH, and
check payment processing solutions via software to middle-market businesses in
the United States. Our solutions integrate with customers' core business
software to enable payments acceptance, reconcile invoice detail, and post
payment information to their core accounting system. In this manner, we enable
our customers to collect revenue from their B2C and B2B customers with a
seamless experience and high-level of security across payment types.

Recent Developments

On January 19, 2022, the Company closed on the acquisition of JS Innovations LLC (VelocIT) which provides fully integrated, omnichannel payment solutions to accounting and ERP partners.

Macro-Economic Conditions and COVID-19 Update



Adverse macroeconomic conditions, including but not limited to heightened
inflation, slower growth or recession, changes to fiscal and monetary policy,
higher interest rates, currency fluctuations and challenges in the supply chain
could impact macro-level consumer spending trends affecting the amount of
volumes processed on our platform, and resulting in fluctuations to our revenue
streams.

In addition, the Federal Reserve Board has raised interest rates and signaled
that it will continue to raise rates. Our interest expense increased primarily
due to rising interest rates on the Term Loan credit facilities from the higher
interest rate environment. We utilize derivative instruments to manage risk from
fluctuations in interest rates on our Term Loan. As a result, to date, the
effects of rising interest rates on our results of operations and financial
condition have not been significant. However, there can be no assurance that our
interest rates will not continue to increase and that we will be able to
mitigate such increases in the future.

In addition, the war in Ukraine has given rise to potential global security
issues that may adversely affect international business and economic conditions
as well as economic sanctions imposed by the international community that have
impacted the global economy. Certain of our customers may be negatively impacted
by these events.

In addition, the impact that COVID-19 will have on our consolidated results of
operations for the remainder of 2022 continues to remain uncertain. While we
have not seen a meaningful degradation in new customer enrollment or an increase
in existing customer attrition as a result of COVID-19, it is possible that
those business trends change if economic hardship across the country forces new
or additional business closures or other detrimental actions.

We will continue to evaluate the nature and extent of these potential impacts to our business, consolidated results of operations, and liquidity.

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Factors Affecting Results of Operations

A number of factors impact our business, results of operations, financial condition, and forecasts, including, but not limited to, the following:



•Increased adoption of integrated payments solutions. We generate revenue
through volume-based rates and per item fees attributable to payment
transactions between our customers and their customers. We expect to grow our
customer base by bringing on new software partners, continuing to sell payment
capabilities to customers of our existing software partners not yet leveraging
our payment integrations, and by adding integrations within existing
multi-platform software partners to access additional customer bases. Further,
we expect to benefit from the natural growth of our partners who are typically
growing franchises within their respective verticals.

•Acquisition, retention, and growth of software partnerships. Paya leverages a
partner-first distribution network to grow our client base and payment volume.
Continuing to innovate and deliver new commerce products and wraparound services
is critical to our ability to attract, retain, and grow relationships with
software partners in our Paya verticals and adjacent markets.

•Growth in customer life-time value. We benefit from, and aid-in, the growth of
online electronic payment transactions to our customers. This is dependent on
the sales growth of the customers' businesses, the overall adoption of online
payment methods by their customer bases, and the adoption of our additional
integrated payment modules such as our proprietary ACH capabilities. Leveraging
these solutions helps drive increased customer retention, as well as higher
volume and revenue per customer.

•Pursuit and integration of strategic acquisitions. We look to opportunistically
make strategic acquisitions to enhance our scale, expand into new verticals, add
product capabilities, and embed payments in vertical software. These
acquisitions are intended to increase the long-term growth of the business,
while helping us achieve greater scale, but may increase operating expenses in
the short-term until full synergies are realized.

•For additional discussion on trends affecting our results of operations, see
"Key Trends Impacting Our Market" under Part 1, Item 1 of the Company's Annual
Report on Form 10-K for the year ended December 31, 2021.

Basis of Presentation

We have presented results of operations, including the related discussion and analysis, for the following periods:



•the three months ended September 30, 2022 compared to the three months ended
September 30, 2021.
•the nine months ended September 30, 2022 compared to the nine months ended
September 30, 2021.

Key Components of Revenue and Expenses

Revenue



The Company's business model provides payment services, credit and debit card
processing, and ACH processing to customers through enterprise or vertically
focused software partners, direct sales, reseller partners, other referral
partners, and a limited number of financial institutions. The Company recognizes
processing revenues at the time customer transactions are processed and periodic
fees over the period the service is performed. Transaction based revenue
represents revenue generated from transaction fees based on volume and is
recognized net of interchange fees and assessments. Service based fee revenue is
generated from charging a service fee, a fee charged to the client for
facilitating bankcard processing, and is recognized on a gross basis. The
Company also generates service based fees related to ACH inclusive of monthly
support and statement fees.

Cost of services

Cost of services includes card processing costs, ACH costs, other fees paid to card networks, and equipment expenses directly attributable to payment processing and related services to customers. These costs are recognized as

--------------------------------------------------------------------------------



incurred. Cost of services also includes revenue share amounts paid to reseller
and referral partners based on customer activity. These expenses are recognized
as transactions are processed. Accrued revenue share represents amounts earned
during the month but not yet paid at the end of the period.

Selling general & administrative

Selling, general and administrative expenses consist primarily of salaries, wages, commissions, marketing costs, professional services costs, technology costs, occupancy costs of leased space, and bad debt expense. Stock-based compensation expense is also included in this category.

Depreciation & Amortization



Depreciation and amortization consist primarily of amortization of intangible
assets, including customer relationships, internal use software, acquired
customer lists, trade names, and to a lesser extent, depreciation on our
investments in property, equipment, and software. We depreciate and amortize our
assets on a straight-line basis. These lives are 3 years for computers and
equipment and acquired internal-use software, 5 years for furniture, fixtures,
and office equipment, and the lesser of the asset useful life or remaining lease
term for leasehold improvements. Repair and maintenance costs are expensed as
incurred and included in selling, general and administrative expenses on the
consolidated statements of income and other comprehensive income. The purchase
of customer lists are treated as asset acquisitions, resulting in recording an
intangible asset at cost on the date of acquisition. The acquired customer lists
intangible assets have a useful life of 5 years, other customer relationships
are amortized over a period of 5-15 years, developed technology 5-10 years, and
trade names over 5-25 years.

Results of Operations

The period to period comparisons of our results of operations have been prepared
using the historical periods included in our unaudited consolidated financial
statements. The following discussion should be read in conjunction with the
audited consolidated financial statements and related notes included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2021 and
the unaudited consolidated financial statements and related notes included
elsewhere in this Quarterly Report on Form 10-Q.

Three Months Ended September 30, 2022 Compared to Three Months Ended
September 30, 2021

(in millions)                               Three Months Ended September 30,                      Change
                                                 2022                2021              Amount                 %
Revenue                                     $      71.4          $    63.1          $      8.3                 13.2  %
Cost of services exclusive of depreciation
and amortization                                  (35.5)             (30.5)               (5.0)               (16.4) %
Selling, general & administrative expenses        (21.1)             (18.8)               (2.3)               (12.2) %
Depreciation and amortization                      (8.4)              (7.9)               (0.5)                (6.3) %
   Income from operations                           6.4                5.9                 0.5                  8.5  %
Other income (expense)
   Interest expense                                (3.5)              (3.2)               (0.3)                 9.4  %
   Other income (expense)                          (0.2)                 -                (0.2)               182.1  %
   Total other expense                             (3.7)              (3.2)               (0.5)                15.6  %

Income before income taxes                          2.7                2.7                   -                    -  %
   Income tax expense                              (1.4)              (5.7)                4.3                 75.4  %
Net income (loss)                           $       1.3          $    (3.0)         $      4.3                143.3  %




--------------------------------------------------------------------------------

Revenue

Total revenue was $71.4 for the three months ended September 30, 2022 as compared to total revenue of $63.1 for the three months ended September 30, 2021. The increase of $8.3, or 13.2%, was driven by a $6.0 or 15.3% increase in Integrated Solutions, led by growth in the B2B vertical, and a $2.2 or 9.5% increase in Payment Services, led by growth in ACH.

Cost of services exclusive of depreciation and amortization



Cost of services increased by $5.0, or 16.4%, to $35.5 for the three months
ended September 30, 2022 from $30.5 for the three months ended September 30,
2021. The increase was driven by growth from higher revenue share partners in
Integrated Solutions and growth in ACH in Payment Services.

Selling, general & administrative



Selling, general and administrative expenses increased by $2.3, or 12.2%, to
$21.1 for the three months ended September 30, 2022 from $18.8 for the three
months ended September 30, 2021. The increase is primarily due to a $2.6
increase in compensation and benefits. The compensation and benefits increases
are primarily due to an increase in share-based compensation awards and
restructuring related expenses.

Depreciation and amortization



Depreciation and amortization increased by $0.5, or 6.3%, to $8.4 for the three
months ended September 30, 2022 as compared to $7.9 for the three months ended
September 30, 2021. The increase is primarily due to $0.3 in technology
amortization, primarily related to the acquisition of VelocIT.

Interest Expense



Interest expense increased by $0.3, or 9.4%, to $3.5 for the three months ended
September 30, 2022 from $3.1 for the three months ended September 30, 2021,
primarily due to rising interest rates on the Term Loan credit facilities from a
higher interest rate environment in 2022.

Other Income (Expense)



Other income (expense) increased by $0.2 to $(0.2) for the three months ended
September 30, 2022 from $0 for the three months ended September 30, 2021. The
increase is primarily due to lease restructuring expenses of $0.3 offset by
changes in expected payments of the tax receivable agreement and a non-cash
change in fair value of the interest rate cap agreement.



--------------------------------------------------------------------------------

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30,
2021

(in millions)                                Nine Months Ended September 30,                     Change
                                                 2022                2021              Amount                %
Revenue                                     $     209.9          $   182.3          $    27.6                 15.1  %
Cost of services exclusive of depreciation
and amortization                                 (102.5)             (86.8)             (15.7)               (18.1) %
Selling, general & administrative expenses        (66.4)             (56.6)              (9.8)               (17.3) %
Depreciation and amortization                     (24.1)             (22.4)              (1.7)                (7.6) %
   Income from operations                          16.9               16.5                0.4                  2.4  %
Other income (expense)
   Interest expense                                (9.7)             (11.0)               1.3                 11.8  %
   Other income (expense)                           1.4               (8.0)               9.4                117.5  %
   Total other expense                             (8.3)             (19.0)              10.7                 56.3  %

Income (loss) before income taxes                   8.6               (2.5)              11.1                      NM
   Income tax expense                              (3.4)              (2.6)              (0.8)                30.8  %
Net income (loss)                           $       5.2          $    (5.1)         $    10.3                      NM

NM - Not meaningful



Revenue

Total revenue was $209.9 for the nine months ended September 30, 2022 as
compared to total revenue of $182.3 for the nine months ended September 30,
2021. The increase of $27.6, or 15.1%, was driven by a $21.7 or 19.3% increase
in Integrated Solutions, led by growth in the B2B vertical, and a $5.9 or 8.4%
increase in Payment Services, led by growth in ACH. Growth includes inorganic
contributions from Paragon for the nine months ended September 30, 2022.

Cost of services exclusive of depreciation and amortization



Cost of services increased by $15.7, or 18.1%, to $102.5 for the nine months
ended September 30, 2022 from $86.8 for the nine months ended September 30,
2021. The increase was driven by growth from higher revenue share partners as
well as inorganic contributions from Paragon.

Selling, general & administrative



Selling, general and administrative expenses increased by $9.8, or 17.3%, to
$66.4 for the nine months ended September 30, 2022 from $56.6 for the nine
months ended September 30, 2021. The increase is primarily due to a $8.4
increase in compensation and benefits and $1.0 in technology related expenses.
The compensation and benefits increase is primarily due to increased headcount,
an increase in share based compensation awards and restructuring related
expenses.

Depreciation and amortization



Depreciation and amortization increased by $1.7, or 7.6%, to $24.1 for the nine
months ended September 30, 2022 as compared to $22.4 for the nine months ended
September 30, 2021. The increase is primarily due to $1.7 in customer list
amortization from additional customer list acquisitions and $0.7 in internally
developed software amortization partially offset by a reduction in technology
amortization of $0.6.

--------------------------------------------------------------------------------

Interest Expense



Interest expense decreased by $1.3, or 11.8%, to $9.7 for the nine months ended
September 30, 2022 from $11.0 for the nine months ended September 30, 2021,
primarily due to lower interest rates on the Term Loan credit facilities from a
debt refinancing in June 2021.

Other Income (Expense)



Other income (expense) increased by $9.4 to $1.4 for the nine months ended
September 30, 2022 from $(8.0) for the nine months ended September 30, 2021. The
increase is primarily due to a non-cash change in fair value of the interest
rate cap agreement of $2.6 due to the increase in market interest rates and a
prepayment penalty of $2.3, and a write off of debt issuance costs of $6.2
related to our Prior Credit Agreement in 2021. This was offset by a $0.5 change
in the expected payments of the tax receivable agreement and $0.9 in lease
restructuring expenses.

`Key Performance Indicators and Non-GAAP Financial Measures



Our management uses a variety of financial and operating metrics to evaluate our
business, analyze our performance, and make strategic decisions. We believe
these metrics and non-GAAP financial measures provide useful information to
investors and others in understanding and evaluating our operating results in
the same manner as management. However, some of these measures are not financial
measures calculated in accordance with U.S. GAAP and should not be considered as
substitutes for financial measures that have been calculated in accordance with
U.S. GAAP. We primarily review the following key performance indicators and
non-GAAP measures when assessing our performance:

Revenue (U.S. GAAP)



We analyze our revenues by comparing actual revenues to our internal projections
for a given period and to prior periods to assess our performance. We believe
that revenues are a meaningful indicator of the demand and pricing for our
services. Key drivers to change in revenues are primarily dollar volume, basis
point spread earned, and number of transactions processed in a given period.

Payment Volume



Payment volume is defined as the total dollar amount of all payments processed
by our customers through our services. Volumes for the three and nine months
ended September 30, 2022 and September 30, 2021 are shown in the table below:

                             Three Months Ended September 30,                    Change
(in millions)                       2022                      2021        Amount          %
Payment volume       $         12,633                      $ 11,054      $ 1,579        14.3  %

The increase in volume for the three months ended September 30, 2022 was primarily driven by continued strong growth in Payment Services, specifically ACH, as well as from growth in Integrated Solutions.

--------------------------------------------------------------------------------



                             Nine Months Ended September 30,                    Change
(in millions)                      2022                      2021        Amount          %
Payment volume       $         36,584                     $ 31,201      $ 5,383        17.3  %

The increase in volume for the nine months ended September 30, 2022 was primarily driven by continued strong growth in Payment Services, specifically ACH, as well as from growth in Integrated Solutions and inorganic Paragon contributions.

Adjusted EBITDA and Adjusted Net Income



Adjusted EBITDA is a non-GAAP financial measure that represents earnings before
interest and other expense, income taxes, depreciation, and amortization
("EBITDA"), and further adjustments to EBITDA to exclude certain non-cash items
and other non-recurring items that we believe are not indicative of ongoing
operations to come to Adjusted EBITDA.

Adjusted Net Income is a non-GAAP financial measure that represents net income
prior to amortization and further adjustments to exclude certain non-cash items
and other non-recurring items that management believes are not indicative of
ongoing operations to come to Adjusted Net Income.

We disclose EBITDA, Adjusted EBITDA, and Adjusted Net Income in this Quarterly
Report because these non-GAAP measures are key measures used by us to evaluate
our business, measure our operating performance and make strategic decisions. We
believe EBITDA, Adjusted EBITDA, and Adjusted Net Income are useful for
investors and others in understanding and evaluating our results of operations
in the same manner as we do. However, EBITDA, Adjusted EBITDA, and Adjusted Net
Income are not financial measures calculated in accordance with U.S. GAAP and
should not be considered as a substitute for net income, income before income
taxes, or any other operating performance measure calculated in accordance with
U.S. GAAP. Using these non-GAAP financial measures to analyze our business would
have material limitations because the calculations are based on the subjective
determination of management regarding the nature and classification of events
and circumstances that investors may find significant. In addition, although
other companies in our industry may report measures titled EBITDA, Adjusted
EBITDA and Adjusted Net Income or similar measures, such non-GAAP financial
measures may be calculated differently from how we calculate non-GAAP financial
measures, which reduces their overall usefulness as comparative measures.
Because of these limitations, you should consider EBITDA, Adjusted EBITDA, and
Adjusted Net Income alongside other financial performance measures, including
net income and our other financial results presented in accordance with U.S.
GAAP. The following table presents a reconciliation of net income (loss) to
EBITDA and Adjusted EBITDA for each of the periods indicated:

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Adjusted EBITDA for the Three and Nine Months Ended September 30, 2022 Compared to the Three and Nine Months Ended September 30, 2021



                                                     Three Months Ended September 30,               Nine Months Ended September 30,
(in millions)                                            2022                   2021                   2022                   2021
Net income (loss)                                $             1.3          $     (3.0)         $            5.2          $     (5.1)
Depreciation & amortization                                    8.4                 7.9                      24.1                22.4
Income tax expense                                             1.4                 5.7                       3.4                 2.6
Interest and other expense                                     3.7                 3.2                       8.3                19.0
EBITDA                                                        14.8                13.8                      41.0                38.9

Transaction-related expenses(a)                                  -                 0.9                       3.0                 2.4
Stock based compensation(b)                                    2.1                 0.9                       5.6                 2.5
Restructuring costs(c)                                         1.2                 0.2                       2.4                 1.2
Discontinued service costs(d)                                  0.1                   -                       0.3                 0.2
Non-recurring public company start-up costs                      -                 0.2                       0.4                 0.8
Contingent non-income tax liability                              -                   -                       0.1                 0.8
Other costs(e)                                                 0.4                 0.3                       1.4                 1.1
Total adjustments                                              3.8                 2.5                      13.2                 9.0
Adjusted EBITDA                                  $            18.6          $     16.3          $           54.2          $     47.9



(a)Represents professional service fees related to mergers and acquisitions 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)Represents costs associated with restructuring plans designed to streamline
operations and reduce costs including costs associated with the relocation of
facilities, certain staff restructuring charges including severance, certain
executive hires, and acquisition related restructuring charges.
(d)Represents costs incurred to retire certain tools, applications and services
that are no longer in use.
(e)Represents non-operational gains or losses, non-standard project expense, and
non-operational legal expense.

--------------------------------------------------------------------------------

Adjusted Net Income for the Three and Nine Months Ended September 30, 2022 Compared to the Three and Nine Months Ended September 30, 2021



                                                   Three Months Ended September 30,               Nine Months Ended September 30,
(in millions)                                          2022                   2021                   2022                   2021
Net income (loss)                              $             1.3          $     (3.0)         $            5.2          $     (5.1)

Amortization add back                                        7.0                 6.6                      20.2                19.0
Debt refinancing interest expense(a)                           -                   -                         -                 8.5
Transaction-related expenses(b)                                -                 0.9                       3.0                 2.4
Stock based compensation(c)                                  2.1                 0.9                       5.6                 2.5
Restructuring costs(d)                                       1.2                 0.2                       2.4                 1.2
Discontinued IT service costs(e)                             0.1                   -                       0.3                 0.2
Non-recurring public company start-up costs                    -                 0.2                       0.4                 0.8
Contingent non-income tax liability                            -                   -                       0.1                 0.8
Other costs(f)                                               0.4                 0.3                       1.4                 1.1
Total adjustments                                           10.8                 9.1                      33.4                36.5
Tax effect of adjustments(g)                                (0.8)               (0.6)                     (3.1)               (3.0)
Adjusted Net Income                            $            11.3          $      5.5          $           35.5          $     28.4



(a)Represents one-time debt refinancing expenses for prepayment penalty and
write-off of debt issuance costs in connection with our Prior Credit Agreement.
(b)Represents professional service fees related to mergers and acquisitions such
as legal fees, consulting fees, accounting advisory fees, and other costs.
(c)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.
(d)Represents costs associated with restructuring plans designed to streamline
operations and reduce costs including costs associated with the relocation of
facilities, certain staff restructuring charges including severance, certain
executive hires, and acquisition related restructuring charges.
(e)Represents costs incurred to retire certain tools, applications and services
that are no longer in use.
(f)Represents non-operational gains or losses, non-standard project expense,
non-operational legal expense and legal debt refinancing expense.
(g)Represents pro forma income tax adjustment effect, at the anticipated blended
rate, for all items expected to have a cash tax impact (i.e. items that were not
originally recorded through goodwill). Any impact to the valuation allowance
assessment for these adjustments has not been considered.

Segments

We provide our services through two reportable segments: (1) Integrated Solutions and (2) Payment Services. The Company's reportable segments are the same as the operating segments.

More information about our two reportable segments:



•Integrated Solutions - Our Integrated Solutions segment represents the delivery
of our credit and debit card payment solutions, and to a lesser extent, ACH
processing solutions to customers via integrations with software partners across
our strategic vertical markets. Our Integrated Solutions partners include

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vertical focused front-end Customer Relationship Management software providers as well as back-end Enterprise Resource Planning and accounting solutions.



•Payment Services - Our Payment Services segment represents the delivery of card
payment processing solutions to our customers through resellers, as well as ACH,
check, and gift card processing. Card payment processing solutions in this
segment do not originate via a software integration but still utilize Paya's
core technology infrastructure. ACH, check, and gift card processing may or may
not be integrated with third-party software.

All segment revenue is from external customers.

The following table shows our segment income statement data and selected performance measures for the periods indicated:



Three Months Ended September 30, 2022 Compared to Three Months Ended
September 30, 2021

                                                   Three Months Ended September 30,                          Change
(in millions)                                          2022                   2021                Amount                  %
Integrated Solutions
Segment revenue                                $          45.7            $     39.7          $       6.0                  15.3  %
Segment gross profit(1)                        $          21.9            $     20.1          $       1.8                   8.7  %
Segment gross profit margin                               47.9    %             50.8  %

Payment Services
Segment revenue                                $          25.6            $     23.4          $       2.2                   9.5  %
Segment gross profit(1)                        $          14.0            $     12.4          $       1.6                  12.6  %
Segment gross profit margin                               54.5    %             53.0  %


(1)Segment gross profit is revenue less cost of services excluding depreciation and amortization.



Integrated Solutions

Revenue for the Integrated Solutions segment was $45.7 for the three months ended September 30, 2022 as compared to $39.7 for the three months ended September 30, 2021. The increase of $6.0 was primarily driven by Integrated Card growth in the B2B vertical.



Gross profit for the Integrated Solutions segment was $21.9 resulting in a gross
profit margin of 47.9% for the three months ended September 30, 2022 as compared
to $20.1 with a gross profit margin of 50.8% for the three months ended
September 30, 2021. The increase of $1.8 in segment gross profit was primarily
driven by revenue growth partially offset by higher revenue share from partner
mix.

Payment Services

Revenue for the Payment Services segment was $25.6 for the three months ended
September 30, 2022 as compared to $23.4 for the three months ended September 30,
2021. The increase of $2.2 was driven by ACH growth.

Gross profit for the Payment Services segment was $14.0 resulting in a gross
profit margin of 54.5% for the three months ended September 30, 2022 as compared
to $12.4 with a gross profit margin of 53.0% for the three months ended
September 30, 2021. The increase of $1.6 in segment gross profit was primarily
driven by ACH growth.

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Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30,
2021

                                         Nine Months Ended September 30,                   Change
(in millions)                           2022                             2021        Amount         %
Integrated Solutions
Segment revenue                  $        133.8                       $ 112.1       $ 21.7        19.3  %
Segment gross profit(1)          $         66.5                       $  59.5       $  7.0        11.8  %
Segment gross profit margin                49.7   %                      53.1  %

Payment Services
Segment revenue                  $         76.1                       $  70.2       $  5.9         8.4  %
Segment gross profit(1)          $         40.9                       $  36.0       $  4.9        13.6  %
Segment gross profit margin                53.7   %                      

51.2 %

(1)Segment gross profit is revenue less cost of services excluding depreciation and amortization.



Integrated Solutions

Revenue for the Integrated Solutions segment was $133.8 for the nine months ended September 30, 2022 as compared to $112.1 for the nine months ended September 30, 2021. The increase of $21.7 was primarily driven by Integrated Card growth, specifically in the B2B vertical, and inorganic Paragon contributions.



Gross profit for the Integrated Solutions segment was $66.5 resulting in a gross
profit margin of 49.7% for the nine months ended September 30, 2022 as compared
to $59.5 with a gross profit margin of 53.1% for the nine months ended
September 30, 2021. The increase of $7.0 in segment gross profit was primarily
driven by revenue growth partially offset by growth from higher revenue share
partners.

Payment Services

Revenue for the Payment Services segment was $76.1 for the nine months ended
September 30, 2022 as compared to $70.2 for the nine months ended September 30,
2021. The increase of $5.9 was driven by ACH growth and inorganic Paragon
contributions.

Gross profit for the Payment Services segment was $40.9 resulting in a gross
profit margin of 53.7% for the nine months ended September 30, 2022 as compared
to $36.0 with a gross profit margin of 51.2% for the nine months ended
September 30, 2021. The increase of $4.9 in segment gross profit was primarily
driven by ACH growth and inorganic Paragon contributions.

Liquidity and Capital Resources

Sources



We have historically sourced our liquidity requirements primarily with cash flow
from operations and, when needed, with borrowings under our credit facilities
and in 2021, with an equity issuance. We have historically sourced our
acquisitions with cash flow from operations and borrowings under our credit
facilities. As of September 30, 2022, we had $156.0 of cash and cash equivalents
on hand and borrowing capacity of $45.0 from our Revolver. We believe our
existing cash and cash provided by our ongoing operations together with funds
available under our credit facilities will be sufficient to meet our working
capital, capital expenditures and cash needs for the next 12 months and beyond.

Uses

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Our material cash requirements from known contractual and other obligations primarily relate to the commitment fees related to our credit facilities, interest on long-term debt and operating lease obligations. For information related to these cash requirements, refer to Note 6 and Note 11 under Part 1, Item 1 of this quarterly report on Form 10-Q.

Indebtedness



On June 25, 2021, Paya entered into a credit agreement which governs new senior
secured credit facilities, consisting of the $250.0 Term Loan, and the $45.0
Revolver. On December 31, 2021, the Company began making quarterly amortization
payments on the Term Loan. As of September 30, 2022, $247.5 remains outstanding
under the Term Loan and there were no borrowings outstanding under the Revolver.


Cash Flows

The following table presents a summary of cash flows from operating, investing and financing activities for the following comparative periods.



Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30,
2021

                                                                   Nine Months Ended September 30,
                                                                     2022                    2021
                                                                            (in millions)
Net cash provided by operating activities                     $          27.8          $        20.9
Net cash used in investing activities                                   (15.7)                 (39.2)
Net cash provided by financing activities                                 2.0                  135.0
Change in cash                                                $          14.1          $       116.7


Operating Activities

Net cash provided by operating activities increased $6.9 to $27.8 for the nine
months ended September 30, 2022 from $20.9 for the nine months ended
September 30, 2021. The increase in net cash provided by operating activities
was primarily due to higher revenue in the nine months ended September 30, 2022.

Investing Activities

Net cash used in investing activities decreased $23.6 to $15.7 for the nine months ended September 30, 2022 from $39.2 for the nine months ended September 30, 2021. The decrease in cash used in investing activities was primarily driven by a decrease in cash used for acquisitions of $12.3 and a decrease in purchases of customers lists of $10.6 in the nine months ended September 30, 2022. In addition, we used $4.2 for capital expenditures and capitalization of internal use software in the nine months ended September 30, 2022 compared to $5.0 in the nine months ended September 30, 2021.

Financing Activities



Net cash provided by financing activities decreased $133.0 to $2.0 for the nine
months ended September 30, 2022 from $135.0 for the nine months ended
September 30, 2021. The decrease in cash provided by financing activities was
primarily due to net proceeds from an equity offering conducted in 2021 of
$116.8, repayment of the Prior Credit Agreement of $228.7 and borrowings under
new credit facility of $250.0 in the nine months ended September 30, 2021.

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Critical Accounting Estimates



A summary of our critical accounting estimates is included in Part II, Item 7
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" of our Annual Report on Form 10-K for the year-ended December 31,
2021. There have been no material changes to the critical accounting estimates
disclosed in our Annual Report on Form 10-K for the year-ended December 31,
2021.

Principles of Consolidation



Refer to Part II, Item 7 "Management's Discussion and Analysis of Financial
Condition and Results of Operations" of our Annual Report on Form 10-K for the
year-ended December 31, 2021. There have been no material changes to our
principles of consolidation disclosed in our Annual Report on Form 10-K for the
year-ended December 31, 2021.

Recently Issued Accounting Standards

Refer to Note 1 of the notes to our unaudited consolidated financial statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q for our assessment of recently issued and adopted accounting standards.

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