Investor Presentation Q1 2015

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1 SOLUTIONS THAT FIT Investor Presentation Q April 28, 2015

2 Forward-Looking Statements This presentation contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ( forward-looking statements ). Statements concerning D+H s objectives, goals, strategies, priorities, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of D+H are forward-looking statements. The words believe, expect, anticipate, estimate, intend, may, will, would, could, should, continue, goal, objective, and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. D+H has also made certain macroeconomic and general industry assumptions in the preparation of such forward-looking statements. While D+H considers these factors and assumptions to be reasonable based on information currently available, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause D+H s actual results, performance or achievements, or developments in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Risks related to forward-looking statements include, among other things, increased pricing pressures and competition which could lead to loss of contracts or reduced margins; the Company s ability to comply with regulations; the Company s ability to deliver products and services in line with the changes in the United States of America ( U.S. ) and Canadian banking and financial services industry; the Company s ability to avoid inherent risks in the technology industry related to cyber-security threats and breaches; the Company s dependence on a limited number of large financial institution customers in Canada and dependence on their acceptance of new programs; declines in the use of personal and business cheques; strategic initiatives being undertaken to grow our business and increase profitability; stability and growth in the real estate, mortgage and other lending markets; the Company s ability to generate cash to invest in the business and at the same time be able to pay dividends and debt repayments; as well as general market conditions, including economic, foreign exchange and interest rate dynamics. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The documents referred to herein also identify additional factors that could affect the operating results and performance of the Company. Forward-looking statements are based on management s current plans, estimates, projections, beliefs and opinions, and D+H does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change except as required by applicable securities laws. All of the forward-looking statements made in this presentation are qualified by these cautionary statements and other cautionary statements or factors contained herein and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. 2

3 A North American FinTech Leader Our Vision: To be the leading FinTech provider to the financial services industry by helping our clients grow, compete and optimize their operations Providing banks and credit unions with software and related technology to serve their customers, compete, and grow Customer base of approximately 7,000 banks and credit unions Solid track record of long-term performance and growth Executing on growth strategy Adjusted revenues by Service Area 1 Adjusted revenues by Country 1 Lending solutions 54% Lending Solutions Payments Solutions Enterprise Solutions 25% 21% Payments solutions Enterprise solutions Quarter Ended March 31, % 47% 1) Non-IFRS measure. See Appendix A for details 3

4 D+H Strategy Strategy: - Establish leading positions in growing markets in the financial services industry - Reinforce these positions with integrated technology solutions - Deliver increasing value to our clients and shareholders Leveraging Strengths Objectives Canada U.S. EPS growth True trusted supplier with deep relationships Leading lending origination and compliance platform Margin expansion Lending and Payments domain experience Broad client base for cross-sell strategy High recurring revenues Deeply entrenched in client base Multiple growth vectors Growth through partnerships Leadership in all service areas Strong enterprise solutions Growth through disciplined acquisitions 4

5 Investment Thesis - DH Corporation (TSX:DH) High Demand for FinTech Products Increasing regulatory complexity Consumerization of banking technology Legacy IT updating and replacement Well-positioned for FinTech Market Opportunities Proven Business Model and Strategies Available market ~13,000 banks and credit unions Market leading in-demand products Cross selling opportunities with 7,000 customers New business opportunities with other 6,000 Long-term contracts Highly recurring revenues with attractive margins Strong cash flows to support growth, deleveraging, and dividend 5

6 D+H FinTech Journey and Transformation Q X 1.26X 1.38X 2.08X 2.03X 3.05X 2.11X x 2 Debt/EBITDA 1 Equity Market Cap $3,168 $3,350 Adjusted revenues (C$ millions, unaudited) $679 $923 $738 $901 $318 $370 $367 $445 $1,056 $998 $1,277 $584 $656 $695 $2, Q % Payments solutions % of Adj. revenues $866 $1,159 25% Payments solutions 1 Revenue Growth and Diversification % of Adj. revenues 1 $297 1) Non-IFRS measure. See Appendix A for details. 2) Debt to EBITDA ratio, net of up to C$40M cash in bank. 6

7 Service Areas and Key Business Drivers Service Areas Key Business Drivers Lending Solutions U.S. Lending Canadian Mortgage Technology Canadian Collateral Management Solutions Canadian Student Lending Regulatory changes / Bank demand for lending products Residential mortgage activity Economic growth, particularly in the auto sector Post-secondary school, college, university, and apprenticeship enrolment levels Payments Solutions Cheque program Enhancement Services Cheque usage Large Canadian bank clients income strategies Banks embracing new consumer product offerings Enterprise Solutions U.S. Core banking platforms U.S. Channel Solutions U.S. Cloud Solutions Core technology spend Demand for self-service (e.g. online and mobile) Migration to cloud hosting 7

8 Solid Market Positions LENDING SOLUTIONS PAYMENTS SOLUTIONS ENTERPRISE SOLUTIONS Q Adjusted 54% 25% 21% Revenues 1 Market Position Leader in: U.S. loan compliance U.S. POS Canadian mortgage technology Canadian lien registry and collateral recovery Exclusive provider: Canada Student Loans Program Leader in Canadian cheque programs Enhancement Services innovator Top 4 in U.S. core banking 2 1) Non-IFRS measure. See Appendix A for details. 2) Source: Automation in Banking 2014 Report. 8

9 Product Offerings Service Areas Products Lending Solutions U.S. Lending Canada: Mortgage Technology Collateral Management Student Lending LaserPro compliant loan documentation POS online loan application LOS loan origination solution Broker-originated mortgage platform Lien registration Collateral recovery management Student Loans Program Payments Solutions Canada: Cheque programs Enhancement Services Personal and business cheques Credit Monitoring and Identity Protection Enterprise Solutions U.S. Core Banking Channel Solutions Cloud Hosting PhoenixEFE and UltraData core banking platforms Online, mobile and other self-serve banking products Compushare C3 full service cloud hosting 9

10 Financial 10

11 Long Term Financial Objectives Adjusted revenues 5-7% Adjusted EBITDA 8-10% Adjusted EBITDA Margin 30% Adj. Net Income per share 8-10% 11

12 Solid Financial Performance Adjusted revenues 1 (All figures in C$ millions) Adjusted EBITDA 1 Adjusted net income per share 1 (All figures in C$ millions) (All figures in C$) 1,159 Adj. EBITDA Margin 27% 28% 29% 30% 29% $ $1.80 $1.82 $ $ Q Canada US Q Canada US Q ) Non-IFRS measure. See Appendix A for details. 2) Totals may not add due to rounding. 12

13 Strong and Flexible Capital Structure (All figures in C$ unless otherwise indicated, unaudited) Enterprise Value = $4.4B % of TEV Secured Credit Facilities $505M $346M $230M 11.4% 7.8% 5.2% Non-Revolver: C$339M (US$ Denominated debt) Revolver: C$7M Revolver-Undrawn: C$443M Secured Bonds C$100M and C$405M (US$ Denominated debt) 75.6% Convertible Debentures $3,350M C$230M 6% Convertible Unsecured Subordinated Debentures maturing September 30, 2018 Conversion price of C$28.90 Equity Capitalization 86,591,242 Shares Outstanding Book Value $1.32B Bonds Convertible Debentures Credit Facility Common Equity Note: Excludes committed financing for Fundtech acquisition Strong balance sheet and conservative debt to capital ratio of 24% 1) Share price as at March 31,

14 Financing Strategy and Current Debt Structure (Excludes Fundtech Acquisition) As at March 31, 2015 Diversified funding sourcing Mix of fixed and floating rate debt Well staggered debt maturities Diversified institutional / retail investor base Capacity for business growth and investment Draw of C$7M in Q1. Repaid in April Increase in ratio due to FX impact, draw and lower cash balance as compared to Q Debt Structure 1 Weighted Average Debt Balance Credit Facility Interest Rate BA/LIBOR %; PRIME +0.70% Term to Maturity (Years) (C$M) Bond 5.68% Bond (US$63M) 5.59% Bond (US$32M) 3.94% Bond 5.76% Bond (US$225M) 5.51% Bonds 5.44% Convertible Debentures 6.00% Total Debt 5.51% ,081 Historical Debt Balance and Leverage Ratio 2 (C$ Millions) Debt Balance 1.90x Debt / EBITDA 1.75x 2.87x 2.76x 2.75x 2.64x 2.11x 2.34x Q Q Q Q Q ) As at March 31, 2015 before deferred financing costs 2) Excludes convertible debentures 3) Debt/EBITDA ratio adjusted to remove the impacts of foreign exchange fluctuations 4) The weighted average interest rate includes the effect of deferred financing fees and accretion of convertible debentures. 5) Debt to EBITDA ratio, net of up to C$40M cash in bank. 14

15 Appendices Product/Service Profiles Management Team 15

16 Canadian Mortgage Technology D+H is the leader in broker-originated mortgage technology solutions start D+H Expert is a web-based residential mortgage origination solution that connects brokers with more than 70 banks/lenders and processes $80B+ of transactions annually Application creation and submission, compliance, marketing and reporting Bank sales specialists Expert Mortgage brokers D+H Express automates the mortgage underwriting process Provides clients with credit risk, cross-portfolio exposure, and portfolio trends Banks/Lenders D+H Exchange provides flexible and secure document management Brokers originate 25-30% of all residential mortgages (40% of first-time home buyers) 1 Express Recurring Revenue Model Credit bureaus Insurance companies Mortgage Insurers Blend of value and number of mortgages funded on our platform D+H paid by banks/lenders on basis of mortgages funded 1. Canadian Association of Accredited Mortgage Professionals (CAAMP), Mortgage Insight Report, December

17 Collateral Management Solutions D+H is Canada s leading provider of search and lien registration management and technology-based asset recovery, remarketing and insolvency solutions Public Registries Registry Services Banks/Lenders Canada s leading provider of technology and services for search and lien registration management Automated links to all provincial and federal government registries to facilitate PPSA, Corporate, land, and Bank Act security transactions 4M+ lien-related transactions processed per year D+H esearch is a web-based solution that fully meets global KYC standards Provides a managed service for the registration of Mortgage Discharges Recovery Services Market-leading integrated process and technology solutions for: Location, recovery, transportation, appraisal, and remarketing of automotive, marine and RVs Insolvency management Unsecured recoveries Real property recovery Recovery Suppliers Bankruptcy Trustees Leverage technology to link hundreds of independent recovery organizations across Canada Revenue Model Flat fee per transaction type (search, registration, amendment) Typically paid by bank customer at time of sale (e.g., contract for auto purchase) Recurring revenue based on term contracts and continuing volumes year-over-year Revenue Model Fees based on percentage of value of recovered or remarketed assets plus a file management or workflow fee Volumes growing due to higher lending activity 17

18 Student Lending D+H is the largest provider of student loan program administration solutions to governments and financial institutions across Canada 1 Origination Maintenance Repayment Discharge Document gathering and validation Adjudication Funds disbursement Customer service Product accounting Payment processing Statement issuance Borrower communications Customer service Repayment counseling Campaign strategy and management Portfolio management Loan restructuring Discharge of fullyamortized loans Recurring Revenue Model A monthly servicing fee per student based on status Servicing incentives Professional services Contract Renewal The Federal government has issued an RFP for a new contract D+H has submitted its application in January 2015 in accordance with the terms of the RFP Federal Govt Provincial Govts Banks 1.7M post-secondary students serviced Customer loan portfolio of $22B 1.Includes Federal Government and certain Provincial governments. 18

19 Canadian Payments Solutions Banks Credit Unions Enhancement Services / Payment Manager Enhancement Services Subscription-based value-added solutions that banks use to drive loyalty, increase acquisitions and enhance revenue from their core banking customers Credit Rating Agencies Optional (customer-paid) credit monitoring solution Optional ID theft solution Cheques: Cheques Payment Manager Enhancement Services Banks and Credit Union Customers Market leader in Canadian cheque-based payments solutions 20 Million personal accounts 2 Million small business accounts Supplier to all major Canadian banks Reliable source of revenue and cash flow Payment Manager Enables new bank customers to easily transfer their existing pre-authorized payments to their new account or credit card Recurring Revenue Model Subscription revenue is monthly from banks customers Additional revenue opportunity through increased deposit account customers, lending and insurance customers 19

20 U.S. Lending Solutions The combination of LaserPro and other lending products together with the POS and LOS solutions from prior acquisitions positions us as the leading Lending Solutions provider to U.S. banks, community banks, credit unions and specialty lenders Our offerings enable the origination and servicing of consumer, mortgage and commercial loans Includes loan / origination and lending compliance solutions LaserPro is the Number 1 loan documentation and compliance solution in the U.S. with over 3,200 clients Nearly 25% of U.S. Fl s use LaserPro 1 50 of the top 100 U.S. banks use LaserPro Mortgage and Consumer Point of Sale and Loan Origination Solutions serving U.S. banks and credit unions and some mortgage companies Commercial Lending includes commercial lending risk management, underwriting, portfolio management Revenue Model Subscription Maintenance License Professional Services & Other Transaction Revenue 1. Internal data as at April 2014, FDIC / NCVA is March

21 Cross-Selling Opportunity Lending Lifecycle MORTGAGE APPLICATION UNDERWRITING ORIGINATION COMPLIANCE LOAN CLOSING Market leading loan documentation compliance software used by 3,300+ U.S. financial institutions 21

22 Enterprise Solutions Enterprise includes core banking and channel solutions such as Teller, Online and Mobile Banking, Payments, and Cloud computing PhoenixEFE UltraData Core Banking Sparak Intrieve Bankway Teller Platform Encore, EZTeller Cloud Solutions / IaaS - Compushare Business Intelligence - Touche Online and Mobile Banking Cavion, ubanking Payments DPXPay, EFT, EBPP Innovative channel solutions support self-service, business intelligence and branch automation Cloud and Infrastructure solutions move mission critical data and systems to private cloud and provide lower cost to clients, with higher security and technology currency Online and Mobile banking provides key capabilities for retail bank customers Core processing platforms enable Transaction recording / posting Financial accounting Content management Payments solutions Business Intelligence 22

23 Cross-Selling Opportunity - Enterprise Solutions Channels Core Cloud Online Banking Mobile Banking Teller Applications Client Management Deposit/lending transactions Customer information Payments Financial accounting Top Four U.S. Provider of Core Banking Technology 23

24 Executive Leadership Team Gerrard Schmid Chief Executive Officer and Director 24

25 Appendix A - Non-IFRS Financial Measures This presentation makes reference to certain non-ifrs financial measures. These non-ifrs financial measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of operations from management s perspective. Accordingly, non-ifrs measures should never be considered in isolation nor as a substitute to using net income as a measure of profitability or as an alternative to the IFRS consolidated statements of income or other IFRS statements. Management presents non-ifrs measures, specifically Adjusted revenues, EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, and Adjusted net income per share, Debt to EBITDA, and interest coverage ratio as it believes these supplementary disclosures provide useful additional information related to the operating results of D+H and uses these measures of financial performance as a supplement to the consolidated statements of income of D+H. The definitions of the non-ifrs measures contained in this presentation are as follows: (i) Adjusted revenues, which is calculated as revenue after removing the effect of purchase accounting on the fair value of acquired deferred revenue; (ii) EBITDA is calculated as income from continuing operations excluding interest, taxes, depreciation and amortization, other non-cash finance charges and fair value adjustments of interest-rate swaps which are directly related to interest expense, income from investment in an associate and gain on re-measurement of the previously-held equity interest in the Compushare Inc. ( Compushare ) investment. (iii) EBITDA margin calculated as EBITDA divided by revenue; (iv) Adjusted EBITDA excludes: (a) acquisition-related expenses such as transaction costs, business integration costs and certain retention and incentive costs incurred in connection with acquisitions; (b) other charges such as corporate development costs related to strategic acquisition initiatives; and (c) costs incurred in connection with cost-realignment initiatives, all of which are not considered to be part of the normal course of operations. Beginning in the third quarter of 2013, the Company s calculation of Adjusted EBITDA also excluded effects of acquisition accounting on the fair value of deferred revenues and deferred costs acquired from the acquisition of HFS; (v) Adjusted EBITDA margin calculated as Adjusted EBITDA divided by Adjusted revenues; (vi) Adjusted net income which is calculated as net income after removing the impacts of acquisition accounting on fair value of deferred revenues and deferred costs acquired from the HFS acquisition; acquisition-related and other charges; gains and losses on sales resulting from sale of non-strategic assets; expenses associated with cost-realignment initiatives; discontinued operations; all of which are not considered to be part of the normal course of operations; and, certain non-cash items such as amortization of intangible assets from acquisitions, gain on re-measurement of the previously-held equity interest in Compushare, non-cash finance charges such as deferred financing fees associated with D+H s previous credit facility written off upon the refinancing in connection with the acquisition of HFS, amortization of other deferred financing charges, accretion of the convertible debentures, fair value adjustments of interest-rate swaps, tax effects of these items and tax effects of acquisitions; and (vii) Adjusted net income per share which is calculated as Adjusted net income divided by the weighted average number of issued and outstanding common shares during the relevant financial period. For further details on these measures and for a reconciliation to the closest IFRS measure, see D+H s most recent Management Discussion and Analysis ( MD&A ), copy of which is available on SEDAR at 25

26 Disclaimer This documentation is a presentation of general background information about D+H s activities and is current as of the date of the presentation. It is information in a summary form and does not purport to be complete. It is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor. These should be considered, with or without professional advice, when deciding if an investment is appropriate. The information contained in this presentation is derived solely from otherwise publicly available information concerning D+H and does not purport to be all-inclusive or to contain all the information that an investor may desire to have in evaluating whether or not to make an investment in D+H. The information has not been independently verified and is subject to material updating, revision and further amendment, and is qualified entirely by reference to the D+H s publicly disclosed information. Without limiting the generality of the foregoing, the selected financial information included in this presentation is qualified in its entirety by, and should be read together with D+H s Consolidated Audited Financial Statements for the year ended December 31, 2014 on SEDAR at No representation or warranty, express or implied, is made or given by or on behalf of D+H or any of its affiliates or subsidiary undertakings or any of the directors, officers or employees of any such entities as to the accuracy, completeness or fairness of the information or opinions contained in this presentation and no responsibility or liability is accepted by any person for such information or opinions. In furnishing this presentation, D+H does not undertake or agree to any obligation to provide the attendees with access to any additional information or to update this presentation or to correct any inaccuracies in, or omissions from, this presentation that may become apparent. No person has been authorised to give any information or make any representations other than those contained in this presentation and, if given and/or made, such information or representations must not be relied upon as having been so authorised. The information and opinions contained in this presentation are provided as at the date of this presentation. The contents of this presentation are not to be construed as legal, financial or tax advice. Each prospective investor should contact his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. The securities of D+H have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This presentation does not constitute or form part of any offer or invitation for the sale or purchase of securities or any of the assets, business or undertaking described herein nor shall it or any part of it form the basis of or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever. Recipients of this presentation who are considering acquiring securities of D+H are reminded that any such purchase or subscription must not be made on the basis of the information contained in this presentation but are referred to the entire body of publicly disclosed information regarding D+H. This Presentation is being supplied to you solely for your information and may not be reproduced, further distributed or published in whole or in part by any other person. Distribution of this presentation may be restricted or prohibited by law. Recipients are required to inform themselves of, and comply with, all such restrictions or prohibitions and D+H does not accept liability to any person in relation thereto. 26

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