Equity | Equity Common Stock The holders of the Company's common stock are entitled to one vote for each share of common stock held. Of the 132,113,603 shares of common stock outstanding at September 30, 2022, a total of 5,681,812 are considered contingently issuable in two equal tranches if the closing price of our common stock exceeds certain price thresholds ($15.00 and $17.50, respectively) for 20 out of any 30 consecutive trading days through October 16, 2025. In addition, 14,018,188 shares are contingently issuable in two equal tranches if the closing price of our common stock exceeds certain price thresholds ($15.00 and $17.50, respectively) for 20 out of any 30 consecutive trading days through October 16, 2025. Total contingently issuable shares are 19,700,000. Paya Holdings Inc. Omnibus Incentive Plan On October 16, 2020, the Company adopted the Paya Holdings Inc. Omnibus Incentive Plan, which, as amended on May 31, 2022, allows for issuance of up to 18,800,000 shares of its common stock. The purpose of the plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer eligible individual stock and cash-based incentives in order to attract, retain, and reward such individuals and strengthen the mutuality of interest between such individuals and the stockholders. Under the Omnibus Incentive Plan, the Company may grant stock options, stock appreciation rights, restricted shares, performance awards, and other stock-based and cash-based awards to eligible employees, consultants or non-employee directors of the Company. The Company recognized $1,957 and $5,014 of share-based compensation for the three and nine months ended September 30, 2022 and $675 and $1,916 for the three and nine months ended September 30, 2021, respectively, in selling, general & administrative expenses on the consolidated statement of income and other comprehensive income on a straight-line basis over the vesting periods. As of September 30, 2022, the Company had two stock-based compensation award types granted and outstanding: restricted stock units (RSUs) and stock options. RSUs represent the right to receive shares of the Company's common stock at a specified date in the future. RSUs issued under the Omnibus Incentive Plan vest over 3 or 5 year periods. RSUs granted under the Omnibus Incentive Plan were as follows: Nine Months Ended September 30, 2022 RSUs granted 2,119,608 Fair value of common stock $5.12 - $7.25 The fair value of each stock option award is estimated on the date of the grant, using the Black-Scholes option-pricing model and the assumptions in the following table: Nine Months Ended September 30, 2022 Stock options granted 1,466,921 Fair value of stock options $2.76 - $3.88 Expected volatility 51.14% - 53.47% Dividend yield — Expected term 6.5 Risk-free interest rate 2.20% - 2.95% The risk-free interest rate is based on the yield of a zero coupon United States Treasury Security with a maturity equal to the expected life of the stock option from the date of the grant. The assumption for expected volatility is based on the historical volatility of a peer group of market participants as the Company has limited historical volatility. It is the Company's intent to retain all profits for the operations of the business for the foreseeable future, as such the dividend yield assumption is zero. The Company applied the simplified method (as described in Staff Accounting Bulletin 110), which is the mid-point between the vesting date and the end of the contract term in determining the expected term of the stock options as the Company has limited historical basis upon which to determine historical exercise periods. All stock options exercised will be settled in common stock. The following table summarizes stock option activity: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Weighted-Average Fair Value Outstanding, December 31, 2021 682,000 $ 10.87 9.49 $ 4.74 Granted 1,466,921 5.22 2.79 Exercised — — Forfeited (140,618) 10.74 3.81 Outstanding, September 30, 2022 2,008,303 $ 6.75 9.29 $ 3.38 As of December 31, 2021 Vested and expected to vest 682,000 $ 10.87 9.49 $ 4.74 Exercisable 37,000 $ 13.73 8.87 $ 4.25 As of September 30, 2022 Vested and expected to vest 2,008,303 $ 6.75 9.29 $ 3.38 Exercisable 51,400 $ 13.15 8.30 $ 4.51 The following tables summarize RSU activity for the three and nine months ended September 30, 2022: Three Months Ended September 30, 2022 Number of Shares Weighted-Average Fair Value Outstanding, June 30, 2022 2,652,022 $ 6.72 Granted 32,415 7.25 Vested (67,570) 13.12 Forfeited (24,412) 5.12 Outstanding September 30, 2022 2,592,455 $ 6.58 Nine Months Ended September 30, 2022 Number of Shares Weighted-Average Fair Value Outstanding, December 31, 2021 763,645 $ 10.89 Granted 2,119,608 5.51 Vested (79,349) 12.91 Forfeited (211,449) 9.12 Outstanding September 30, 2022 2,592,455 $ 6.58 Class C Incentive Units GTCR-Ultra Holdings, LLC (“Ultra”) provided Class C Incentive Units as part of their incentive plan. As certain employees of the Company were recipients of the Class C Incentive Units, the related share-based compensation was recorded by the Company. The total number of units associated with share-based compensation granted and forfeited during the period from December 31, 2020 to September 30, 2022 is as follows: Time Vesting December 31, 2020 balance 42,881,437 Granted — Forfeited (3,274,827) September 30, 2021 balance 39,606,610 December 31, 2021 balance 39,074,593 Granted — Forfeited (40,982) Exercised (654,976) September 30, 2022 balance 38,378,635 As of September 30, 2022, 29,099,211 of the units had vested. The units vest on a straight-line basis over the terms of the agreement as described below. Outstanding as of September 30, 2022 2021 Time vesting units 5 year vesting period 38,080,635 39,308,610 1 year vesting period 298,000 298,000 Outstanding Incentive Units 38,378,635 39,606,610 The Company recognized $186 and $610 of share-based compensation related to the Class C Incentive Units, for the three and nine months ended September 30, 2022, respectively, and $247 and $580 for the three and nine months ended September 30, 2021, respectively, in selling, general & administrative expenses on the consolidated statement of income and other comprehensive income. The Company used the fair value of the awards on the grant date to determine the share-based compensation expense. Warrants The Company did not have warrants outstanding as of September 30, 2022 and 2021. During 2021, the Company completed a registered exchange offer relating to the Company's 17,714,945 outstanding warrants. In connection therewith, the Company exchanged an aggregate 17,428,489 warrants tendered for shares of the Company’s common stock at an exchange ratio of 0.26 shares for each warrant. As a result, at closing in the third quarter of 2021, the Company issued an aggregate of 4,531,407 shares of common stock and separate from the exchange, 2,450 warrants were exercised. Additionally, on the closing date of the exchange offer in the third quarter of 2021, the Company and Continental Stock Transfer & Trust Company, entered into Amendment No. 1 (the “Warrant Amendment”) to the Warrant Agreement, dated as of November 15, 2018, by and between FinTech Acquisition Corp. III and the warrant agent, governing the warrants. The Warrant Amendment provided the Company with the right to mandatorily exchange the Company’s remaining outstanding warrants for shares of the Company’s common stock, at an exchange ratio of 0.234 shares for each warrant. Simultaneously with the closing of the warrant exchange offer, the Company notified holders of the remaining warrants that it would exercise its right to exchange the warrants for shares of common stock and, consequently, the 284,006 outstanding warrants that were not tendered in the exchange were converted into an aggregate 66,457 shares of common stock. As a result of these transactions, there were no warrants outstanding as of December 31, 2021 or September 30, 2022. Earnings per Share Earnings per share has been computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the respective period. Potentially dilutive securities consist of shares issuable upon the exercise of stock options, issuance of earnout shares, exercise of warrants, and vesting of restricted stock unit awards. The following tables provide the computation of basic and diluted earnings per share: Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 Numerator: Net income $ 1,350 $ 5,208 Denominator: Weighted average common shares - basic 126,417,577 126,397,360 Add effect of dilutive securities: Stock-based awards 605,985 300,511 Weighted average common shares assuming dilution 127,023,562 126,697,871 Earnings per share: Basic $ 0.01 $ 0.04 Diluted $ 0.01 $ 0.04 Anti-dilutive shares excluded from calculation of diluted EPS: Restricted stock units - granted 595,105 602,605 Stock options - granted 2,008,303 2,008,303 Earnout shares 19,700,000 19,700,000 Total anti-dilutive shares 22,303,408 22,310,908 Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 Numerator: Net loss $ (2,961) $ (5,070) Denominator: Weighted average common shares - basic 128,429,090 124,523,217 Add effect of dilutive securities: Stock-based awards — — Warrants — — Weighted average common shares assuming dilution 128,429,090 124,523,217 Earnings per share: Basic $ (0.02) $ (0.04) Diluted $ (0.02) $ (0.04) Anti-dilutive shares excluded from calculation of diluted EPS: Restricted stock units - granted 6,279 9,406 Earnout shares 19,700,000 19,700,000 Total anti-dilutive shares 19,706,279 19,709,406 |