EX-99.2 3 supplementalpresentation.htm EX-99.2 supplementalpresentation
Q4 Fiscal 2021 Supplemental Information


 
2 Updates to Acquisition Revenue Adjustments Under GAAP, companies historically were required to adjust, as necessary, beginning balances of acquired deferred revenue to fair value as part of acquisition accounting. Prior to the second quarter of our fiscal 2021 we included adjusted net revenue, adjusted EBITDA and pro forma adjusted diluted EPS inclusive of an “Acquisition Revenue Adjustment” which removed the effect of purchase accounting write-downs of deferred revenue from acquisitions that had closed prior to the date of the earnings release. We also historically included an estimated amount of Acquisition Revenue Adjustments, excluding future acquisitions, in our guidance for adjusted net revenue, adjusted EBITDA and pro forma adjusted diluted EPS. As part of the ordinary course SEC comment process, however, beginning with the third quarter of our fiscal 2021, we no longer adjust revenue, EBITDA and pro forma diluted EPS to remove the effect of Acquisition Revenue Adjustments. Subsequent to the change we presented the excluded adjustment separately for informational purposes below adjusted EBITDA in our press release and in the supplement. In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2021-08 (the "ASU"), Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. Among other things, the ASU reversed the previous requirement to write down deferred revenue to fair value as part of acquisition accounting as defined by GAAP. Instead it would result in acquiring companies recording deferred revenue acquired at its book value, assuming the deferred revenue had been recorded in accordance with U.S. GAAP prior to the acquisition. Early adoption is permitted and we have done so retrospectively for all acquisitions completed during fiscal year 2021. As part of this, we have adjusted our quarterly financial data for fiscal year 2021, and Acquisition Revenue Adjustments are no longer relevant for acquisitions occurring during fiscal year 2021. The remaining Acquisitions Revenue Adjustments relate to acquisitions completed during, or before, fiscal year 2020.


 
3 ($ in thousands) Three months ended September 30, 2021 Three months ended September 30, 2020 Merchant Services Proprietary Software and Payments Other Total Merchant Services Proprietary Software and Payments Other Total Income (loss) from operations $ 6,546 $ 5,958 $ (11,877) $ 627 $ 5,147 $ 2,729 $ (6,678) $ 1,198 ($ in thousands) Year ended September 30, 2021 Year ended September 30, 2020 Merchant Services Proprietary Software and Payments Other Total Merchant Services Proprietary Software and Payments Other Total Income (loss) from operations $ 21,652 $ 16,207 $ (37,871) $ (12) $ 23,528 $ 8,704 $ (24,459) $ 7,773 The following is our Income (loss) from operations for the three and twelve months ended September 30, 2021 and 2020 calculated in accordance with GAAP. The presentation also includes references to the Company’s non-GAAP financials measures. The Company believes that, in addition to the financial measures calculated in accordance with GAAP, adjusted EBITDA and adjusted net income (loss) are appropriate indicators to assist in the evaluation of its operating performance on a period-to-period basis. The Company also uses adjusted EBITDA internally as a performance measure for planning purposes, including forecasting and for calculations of earnout liabilities. Adjusted EBITDA is also used to evaluate the Company’s ability to service debt.These non-GAAP financials measures presented throughout should be considered as a supplement to, not a substitute for, revenue, income from operations, net income, or other financials performance and liquidity measures prepared in accordance with GAAP. Q4 Fiscal 2021 GAAP Measures


 
4 Q4 Fiscal 2021 Segment Performance(1) ($ in thousands) Three months ended September 30, Period over period growth2021 2020 Revenue(2) Merchant Services $ 30,740 $ 24,759 24% Proprietary Software and Payments 36,942 13,924 165% Other (505) (411) nm Total $ 67,177 $ 38,272 76% Adjusted EBITDA(2)(3) Merchant Services $ 9,075 $ 7,525 21% Proprietary Software and Payments 11,063 4,783 131% Other (3,081) (2,780) (11)% Total $ 17,057 $ 9,528 79% Acquisition Revenue Adjustments(2) Merchant Services $ — $ — Proprietary Software and Payments 15 154 Total $ 15 $ 154 Volume Merchant Services $ 4,978,080 $ 3,614,766 38% Proprietary Software and Payments 619,810 364,827 70% Total $ 5,597,890 $ 3,979,593 41% 1. i3 Verticals has two segments, “Merchant Services” and "Proprietary Software and Payments." i3 Verticals also has an “Other” category, which includes corporate overhead. 2. Revenue and adjusted EBITDA exclude acquisition revenue adjustments for acquisitions occurring prior to October 1, 2020. See slide 2. 3. Adjusted EBITDA is a non-GAAP financial measure. Refer to the following slides for the reconciliation of non-GAAP financial measures.


 
5 Q4 Fiscal 2021 Segment Performance(1) ($ in thousands) Years ended September 30, Period over period growth2021 2020 Revenue(2) Merchant Services $ 111,870 $ 100,949 11% Proprietary Software and Payments 114,433 50,953 125% Other (2,179) (1,768) nm Total $ 224,124 $ 150,134 49% Adjusted EBITDA(2)(3) Merchant Services $ 33,162 $ 30,754 8% Proprietary Software and Payments 35,600 17,818 100% Other (13,355) (10,839) (23)% Total $ 55,407 $ 37,733 47% Acquisition Revenue Adjustments(2) Merchant Services $ — $ — Proprietary Software and Payments 600 824 Total $ 600 $ 824 Volume Merchant Services $ 17,138,214 $ 13,553,263 26% Proprietary Software and Payments 1,659,693 823,885 101% Total $ 18,797,907 $ 14,377,148 31% 1. i3 Verticals has two segments, “Merchant Services” and "Proprietary Software and Payments." i3 Verticals also has an “Other” category, which includes corporate overhead. 2. Revenue and adjusted EBITDA exclude acquisition revenue adjustments for acquisitions occurring prior to October 1, 2020. See slide 2. 3. Adjusted EBITDA is a non-GAAP financial measure. Refer to the following slides for the reconciliation of non-GAAP financial measures. 4. Effective July 1, 2020, the Company reassigned a component from the Proprietary Software and Payments segment to the Merchant Services segment to better align the Company's business within its segments. The prior period comparatives have been retroactively adjusted to reflect the Company's current segment presentation.


 
6 ($ in thousands) Three months ended September 30, 2021 Three months ended September 30, 2020 Merchant Services Proprietary Software and Payments Other Total Merchant Services Proprietary Software and Payments Other Total Income (loss) from operations $ 6,546 $ 5,958 $ (11,877) $ 627 $ 5,147 $ 2,729 $ (6,678) $ 1,198 Interest expense, net — — 2,708 2,708 — — 2,305 2,305 Other (income) expense — — (242) (242) — — 1,792 1,792 Benefit from income taxes — — 107 107 — — (877) (877) Net income (loss) 6,546 5,958 (14,450) (1,946) 5,147 2,729 (9,898) (2,022) Non-GAAP Adjustments: Benefit from income taxes — — 107 107 — — (877) (877) Financing-related expenses(1) — — — — — — 43 43 Non-cash change in fair value of contingent consideration(2) (179) 1,484 — 1,305 (400) 452 — 52 Equity-based compensation(3) — — 8,166 8,166 — — 3,002 3,002 Acquisition-related expenses(4) — — 254 254 — — 508 508 Acquisition intangible amortization(5) 2,387 2,950 — 5,337 2,539 1,085 — 3,624 Non-cash interest expense(6) — — 1,394 1,394 — — 1,429 1,429 Other taxes(7) 2 6 218 226 3 — 173 176 Other expenses related to adjustments of liabilities under Tax Receivable Agreement(8) — — (496) (496) — — 323 323 Non-cash loss on Exchangeable Note repurchases(9) — — — — — — 1,469 1,469 COVID-19 related expenses(10) — — — — — — — — Net loss on sale of investment(11) — — 253 253 — — — — Non-GAAP adjusted income (loss) before taxes 8,756 10,398 (4,554) 14,600 7,289 4,266 (3,828) 7,727 Pro forma taxes at effective tax rate(12) (2,188) (2,600) 1,138 (3,650) (1,823) (1,067) 958 (1,932) Pro forma adjusted net income (loss)(13) 6,568 7,798 (3,416) 10,950 5,466 3,199 (2,870) 5,795 Plus: Cash interest expense (income), net(14) — — 1,314 1,314 — — 876 876 Pro forma taxes at effective tax rate(12) 2,188 2,600 (1,138) 3,650 1,823 1,067 (958) 1,932 Depreciation, non-acquired intangible asset amortization and internally developed software amortization(15) 319 665 159 1,143 236 517 172 925 Adjusted EBITDA(16) $ 9,075 $ 11,063 $ (3,081) $ 17,057 $ 7,525 $ 4,783 $ (2,780) $ 9,528 Acquisition revenue adjustments(16) $ — $ 15 $ — $ 15 $ — $ 154 $ — $ 154 See footnotes continued on the next slide. The reconciliation of our income (loss) from operations to non-GAAP pro forma adjusted net income and non-GAAP adjusted EBITDA is as follows: Reconciliation of Non-GAAP Financial Measures


 
7 Reconciliation of Non-GAAP Financial Measures 1. Financing-related expenses includes expenses directly related to certain transactions as part of financing transactions. 2. Non-cash change in fair value of contingent consideration reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the later of the most recent balance sheet date forming the beginning of the income statement period or the original estimates made at the closing of the applicable acquisition. 3. Equity-based compensation expense consisted of $8,166 related to stock options issued under the Company's 2018 Equity Incentive Plan and 2020 Acquisition Equity Incentive Plan and $3,002 related to stock options issued under the Company's 2018 Equity Incentive Plan during the three months ended September 30, 2021 and 2020, respectively. 4. Acquisition-related expenses are the professional service and related costs directly related to our acquisitions and are not part of our core performance. 5. Acquisition intangible amortization reflects amortization of intangible assets and software acquired through business combinations, acquired customer portfolios, acquired referral agreements and related asset acquisitions. 6. Non-cash interest expense reflects amortization of debt discount and debt issuance costs and any write-offs of debt issuance costs. 7. Other taxes consist of franchise taxes, commercial activity taxes, employer portion payroll taxes related to stock option exercises and other non-income based taxes. Taxes related to salaries are not included. 8. Under our Tax Receivable Agreement we have a liability equal to 85% of certain deferred tax assets resulting from an increase in the tax basis of our investment in i3 Verticals, LLC. Other expenses related to adjustments of liabilities under our Tax Receivable Agreement relate to the remeasurement of the underlying deferred tax asset for changes in estimated income tax rates. 9. Non-cash loss on Exchangeable Note repurchases reflects the loss on retirement of debt the Company recorded during the relevant periods due to the carrying value exceeding the fair value of the repurchased portion of the 1.0% Exchangeable Senior Notes due 2025 (the “Exchangeable Notes”) at the dates of repurchases. 10. COVID-19 related expenses reflects incremental expenses incurred as a result of the COVID-19 pandemic, including employee severance expenses and legal expenses. 11. When the Company becomes aware of an observable price change in an investment, such as a planned third party acquisition of the entity underlying the investment, we will adjust the carry value of the investment, which the Company recognizes in other income. 12. Pro forma corporate income tax expense is based on Non-GAAP adjusted income before taxes and is calculated using a tax rate of 25.0% for both 2021 and 2020, based on blended federal and state tax rates, considering the Tax Reform Act for 2018. 13. Pro forma adjusted net income assumes that all net income during the period is available to the holders of the Company’s Class A common stock. 14. Cash interest expense, net represents all interest expense net of interest income recorded on the Company's statement of operations other than non-cash interest expense, which represents amortization of debt discount and debt issuance costs and any write-offs of debt issuance costs. 15. Depreciation, non-acquired intangible asset amortization and internally developed software amortization reflects depreciation on the Company's property, plant and equipment, net, and amortization expense on its internally developed capitalized software. 16. Adjusted EBITDA excludes acquisition revenue adjustments for acquisitions occurring prior to October 1, 2020. See slide 2. We have presented the excluded adjustment separately for informational purposes.


 
8 ($ in thousands) Year ended September 30, 2021 Year ended September 30, 2020 Merchant Services Proprietary Software and Payments Other Total Merchant Services Proprietary Software and Payments Other Total Income (loss) from operations $ 21,652 $ 16,207 $ (37,871) $ (12) $ 23,528 $ 8,704 $ (24,459) $ 7,773 Interest expense, net — — 9,799 9,799 (1) — 8,927 8,926 Other expense — — (2,595) (2,595) — — 2,621 2,621 Benefit from income taxes — — 623 623 — — (2,795) (2,795) Net income (loss) 21,652 16,207 (45,698) (7,839) 23,529 8,704 (33,212) (979) Non-GAAP Adjustments: Benefit from income taxes — — 623 623 — — (2,795) (2,795) Financing-related expenses(1) — — 152 152 — — 286 286 Non-cash change in fair value of contingent consideration(2) 177 6,963 — 7,140 (4,691) 3,282 — (1,409) Equity-based compensation(3) — — 20,860 20,860 — — 10,452 10,452 Acquisition-related expenses(4) — — 2,319 2,319 — — 1,811 1,811 Acquisition intangible amortization(5) 10,115 9,839 — 19,954 10,780 3,717 — 14,497 Non-cash interest expense(6) — — 5,450 5,450 — — 3,844 3,844 Other taxes(7) 23 34 474 531 14 — 351 365 Other expenses related to adjustments of liabilities under Tax Receivable Agreement(8) — — (496) (496) — — 323 323 Non-cash loss on Exchangeable Note repurchases(9) — — — — — — 2,297 2,297 COVID-19 related expenses(10) — — — — 107 109 23 239 Net gain on sale of investments(11) — — (2,100) (2,100) — — — — Non-GAAP adjusted income (loss) before taxes 31,967 33,043 (18,416) 46,594 29,739 15,812 (16,620) 28,931 Pro forma taxes at effective tax rate(12) (7,992) (8,261) 4,604 (11,649) (7,435) (3,953) 4,155 (7,233) Pro forma adjusted net income (loss)(13) 23,975 24,782 (13,812) 34,945 22,304 11,859 (12,465) 21,698 Plus: Cash interest (income) expense, net(14) — — 4,349 4,349 (1) — 5,083 5,082 Pro forma taxes at effective tax rate(12) 7,992 8,261 (4,604) 11,649 7,435 3,953 (4,155) 7,233 Depreciation, non-acquired intangible asset amortization and internally developed software amortization(15) 1,195 2,557 712 4,464 1,016 2,006 698 3,720 Adjusted EBITDA(16) $ 33,162 $ 35,600 $ (13,355) $ 55,407 $ 30,754 $ 17,818 $ (10,839) $ 37,733 Acquisition revenue adjustments(16) $ — $ 600 $ — $ 600 $ — $ 824 $ — $ 824 See footnotes continued on the next slide. The reconciliation of our income (loss) from operations to non-GAAP pro forma adjusted net income and non-GAAP adjusted EBITDA is as follows: Reconciliation of Non-GAAP Financial Measures


 
9 Reconciliation of Non-GAAP Financial Measures 1. Financing-related expenses includes expenses directly related to certain transactions as part of financing transactions. 2. Non-cash change in fair value of contingent consideration reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the later of the most recent balance sheet date forming the beginning of the income statement period or the original estimates made at the closing of the applicable acquisition. 3. Equity-based compensation expense consisted of $20,860 related to stock options issued under the Company's 2018 Equity Incentive Plan and 2020 Acquisition Equity Incentive Plan and $10,452 related to stock options issued under the Company's 2018 Equity Incentive Plan during the years ended September 30, 2021 and 2020, respectively. 4. Acquisition-related expenses are the professional service and related costs directly related to our acquisitions and are not part of our core performance. 5. Acquisition intangible amortization reflects amortization of intangible assets and software acquired through business combinations, acquired customer portfolios, acquired referral agreements and related asset acquisitions. 6. Non-cash interest expense reflects amortization of debt discount and debt issuance costs and any write-offs of debt issuance costs. 7. Other taxes consist of franchise taxes, commercial activity taxes, employer portion payroll taxes related to stock option exercises and other non-income based taxes. Taxes related to salaries are not included. 8. Under our Tax Receivable Agreement we have a liability equal to 85% of certain deferred tax assets resulting from an increase in the tax basis of our investment in i3 Verticals, LLC. Other expenses related to adjustments of liabilities under our Tax Receivable Agreement relate to the remeasurement of the underlying deferred tax asset for changes in estimated income tax rates. 9. Non-cash loss on Exchangeable Note repurchases reflects the loss on retirement of debt the Company recorded during the relevant periods due to the carrying value exceeding the fair value of the repurchased portion of the 1.0% Exchangeable Senior Notes due 2025 (the “Exchangeable Notes”) at the dates of repurchases. 10. COVID-19 related expenses reflects incremental expenses incurred as a result of the COVID-19 pandemic, including employee severance expenses and legal expenses. 11. When the Company becomes aware of an observable price change in an investment, such as a planned third party acquisition of the entity underlying the investment, we will adjust the carry value of the investment, which the Company recognizes in other income. 12. Pro forma corporate income tax expense is based on Non-GAAP adjusted income before taxes and is calculated using a tax rate of 25.0% for both 2021 and 2020, based on blended federal and state tax rates. 13. Pro forma adjusted net income assumes that all net income during the period is available to the holders of the Company’s Class A common stock. 14. Cash interest expense, net represents all interest expense net of interest income recorded on the Company's statement of operations other than non-cash interest expense, which represents amortization of debt discount and debt issuance costs and any write-offs of debt issuance costs. 15. Depreciation, non-acquired intangible asset amortization and internally developed software amortization reflects depreciation on the Company's property, plant and equipment, net, and amortization expense on its internally developed capitalized software. 16. Adjusted EBITDA excludes acquisition revenue adjustments for acquisitions occurring prior to October 1, 2020. See slide 2. We have presented the excluded adjustment separately for informational purposes.


 
10 Reconciliation Between GAAP Debt and Covenant Debt ($ in millions) As of September 30, 2021 Revolving lines of credit to banks under the Senior Secured Credit Facility $ 104.4 Exchangeable Notes 99.8 Debt issuance costs, net (3.6) Total long-term debt, net of issuance costs $ 200.6 Non-GAAP Adjustments: Discount on Exchangeable Notes(1) $ 17.2 Exchangeable Notes 99.8 Exchangeable Notes Face Value $ 117.0 Revolving lines of credit to banks under the Senior Secured Credit Facility $ 104.4 Exchangeable Notes Face Value 117.0 Less: Cash and Cash Equivalents(2) (10.0) Total long-term debt for use in our Total Leverage Ratio $ 211.4 The reconciliation of our GAAP Long-term debt, net of issuance costs and the debt balance used in our Total Leverage Ratio: 1. In accordance with Financial Accounting Standards Board Accounting Standards Codification 470-20, Debt with Conversion and Other Options (“ASC 470-20”), convertible debt that may be entirely or partially settled in cash (such as the notes) is required to be separated into a liability and an equity component, such that interest expense reflects the issuer’s non-convertible debt interest cost. On the issue date, the value of the exchange option of the notes, representing the equity component was recorded as additional paid-in capital within shareholders’ equity and as a discount to the notes, which reduces their initial carrying value. The carrying value of the notes, net of the discount recorded, was accrued up to the principal amount of such notes from the issue date until maturity. ASC 470-20 does not affect the actual amount that the Issuer is required to repay. The amount shown in the table above for the discount reflects the debt discount for the value of the exchange option. 2. Although our cash and cash equivalents balance at September 30, 2021 was $3,641, in accordance with our Senior Secured Credit Facility, only up to $10,000 of unrestricted cash and cash equivalents may be subtracted from the calculation of long-term debt for use in our Total Leverage Ratio.


 
Q3 Fiscal 2021 Supplemental Information


 
12 ($ in thousands) Three months ended June 30, 2021 Three months ended June 30, 2020 Merchant Services Proprietary Software and Payments Other Total Merchant Services Proprietary Software and Payments Other Total Income (loss) from operations $ 5,569 $ 3,054 $ (9,458) $ (835) $ 4,975 $ 1,265 $ (5,803) $ 437 The following is our Income (loss) from operations for the three months ended June 30, 2021 and 2020 calculated in accordance with GAAP. The presentation also includes references to the Company’s non-GAAP financials measures. The Company believes that, in addition to the financial measures calculated in accordance with GAAP, adjusted EBITDA and adjusted net income (loss) are appropriate indicators to assist in the evaluation of its operating performance on a period-to-period basis. The Company also uses adjusted EBITDA internally as a performance measure for planning purposes, including forecasting and for calculations of earnout liabilities. Adjusted EBITDA is also used to evaluate the Company’s ability to service debt.These non-GAAP financials measures presented throughout should be considered as a supplement to, not a substitute for, revenue, income from operations, net income, or other financials performance and liquidity measures prepared in accordance with GAAP. Q3 Fiscal 2021 GAAP Measures


 
13 Q3 Fiscal 2021 Segment Performance(1) ($ in thousands) Three months ended June 30, Period over period growth2021 2020(4) Revenue(2) Merchant Services $ 29,963 $ 22,222 35% Proprietary Software and Payments 33,729 9,767 245% Other (563) (416) nm Total $ 63,129 $ 31,573 100% Adjusted EBITDA(2)(3) Merchant Services $ 8,744 $ 6,695 31% Proprietary Software and Payments 10,326 2,589 299% Other (3,536) (2,257) (57)% Total $ 15,534 $ 7,027 121% Acquisition Revenue Adjustments(2) Merchant Services $ — $ — Proprietary Software and Payments 89 24 Total $ 89 $ 24 Volume Merchant Services $ 4,761,350 $ 2,909,731 64% Proprietary Software and Payments 374,935 70,971 428% Total $ 5,136,285 $ 2,980,702 72% 1. i3 Verticals has two segments, “Merchant Services” and "Proprietary Software and Payments." i3 Verticals also has an “Other” category, which includes corporate overhead. 2. Revenue and adjusted EBITDA exclude acquisition revenue adjustments for acquisitions occurring prior to October 1, 2020. See slide 2. 3. Adjusted EBITDA is a non-GAAP financial measures. Refer to the following slides for the reconciliation of non-GAAP financial measures. 4. Effective July 1, 2020, the Company reassigned a component from the Proprietary Software and Payments segment to the Merchant Services segment to better align the Company's business within its segments. The prior period comparatives have been retroactively adjusted to reflect the Company's current segment presentation.


 
14 ($ in thousands) Three months ended June 30, 2021 Three months ended June 30, 2020(1) Merchant Services Proprietary Software and Payments Other Total Merchant Services Proprietary Software and Payments Other Total Income (loss) from operations $ 5,569 $ 3,054 $ (9,458) $ (835) $ 4,975 $ 1,265 $ (5,803) $ 437 Interest (income) expense, net — — 2,704 2,704 (1) — 2,424 2,423 Other expense — — — — — — 829 829 Benefit from income taxes — — 662 662 — — (5) (5) Net income (loss) 5,569 3,054 (12,824) (4,201) 4,976 1,265 (9,051) (2,810) Non-GAAP Adjustments: Benefit from income taxes — — 662 662 — — (5) (5) Financing-related expenses(2) — — 36 36 — — 22 22 Non-cash change in fair value of contingent consideration(3) 36 3,573 — 3,609 (1,345) (128) — (1,473) Equity-based compensation(4) — — 5,111 5,111 — — 2,816 2,816 Acquisition-related expenses(5) — — 535 535 — — 458 458 Acquisition intangible amortization(6) 2,823 2,850 — 5,673 2,674 878 — 3,552 Non-cash interest expense(7) — — 1,372 1,372 — — 1,436 1,436 Other taxes(8) 13 19 50 82 4 — 50 54 Non-cash loss on Exchangeable Note repurchases(9) — — — — — — 828 828 COVID-19 related expenses(10) — — — — 107 109 23 239 Non-GAAP adjusted income (loss) before taxes 8,441 9,496 (5,058) 12,879 6,416 2,124 (3,423) 5,117 Pro forma taxes at effective tax rate(11) (2,111) (2,374) 1,265 (3,220) (1,604) (531) 855 (1,280) Pro forma adjusted net income (loss)(12) 6,330 7,122 (3,793) 9,659 4,812 1,593 (2,568) 3,837 Plus: Cash interest (income) expense, net(13) — — 1,333 1,333 (1) — 988 987 Pro forma taxes at effective tax rate(11) 2,111 2,374 (1,265) 3,220 1,604 531 (855) 1,280 Depreciation, non-acquired intangible asset amortization and internally developed software amortization(14) 303 830 189 1,322 280 465 178 923 Adjusted EBITDA(15) $ 8,744 $ 10,326 $ (3,536) $ 15,534 $ 6,695 $ 2,589 $ (2,257) $ 7,027 Acquisition revenue adjustments(15) $ — $ 89 $ — $ 89 $ — $ 24 $ — $ 24 See footnotes continued on the next slide. The reconciliation of our income (loss) from operations to non-GAAP pro forma adjusted net income and non-GAAP adjusted EBITDA is as follows: Reconciliation of Non-GAAP Financial Measures


 
15 Reconciliation of Non-GAAP Financial Measures 1. Effective July 1, 2020, the Company reassigned a component from the Proprietary Software and Payments segment to the Merchant Services segment to better align the Company's business within its segments. The prior period comparatives have been retroactively adjusted to reflect the Company's current segment presentation. 2. Financing-related expenses includes expenses directly related to certain transactions as part of financing transactions. 3. Non-cash change in fair value of contingent consideration reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the later of the most recent balance sheet date forming the beginning of the income statement period or the original estimates made at the closing of the applicable acquisition. 4. Equity-based compensation expense consisted of $5,111 related to stock options issued under the Company's 2018 Equity Incentive Plan and 2020 Acquisition Equity Incentive Plan and $2,816 related to stock options issued under the Company's 2018 Equity Incentive Plan during the three months ended June 30, 2021 and 2020, respectively. 5. Acquisition-related expenses are the professional service and related costs directly related to our acquisitions and are not part of our core performance. 6. Acquisition intangible amortization reflects amortization of intangible assets and software acquired through business combinations, acquired customer portfolios, acquired referral agreements and related asset acquisitions. 7. Non-cash interest expense reflects amortization of debt discount and debt issuance costs and any write-offs of debt issuance costs. 8. Other taxes consist of franchise taxes, commercial activity taxes, employer portion payroll taxes related to stock option exercises and other non-income based taxes. Taxes related to salaries are not included. 9. Non-cash loss on Exchangeable Note repurchases reflects the loss on retirement of debt the Company recorded during the relevant periods due to the carrying value exceeding the fair value of the repurchased portion of the 1.0% Exchangeable Senior Notes due 2025 (the “Exchangeable Notes”) at the dates of repurchases. 10. COVID-19 related expenses reflects incremental expenses incurred as a result of the COVID-19 pandemic, including employee severance expenses and legal expenses. 11. Pro forma corporate income tax expense is based on Non-GAAP adjusted income before taxes and is calculated using a tax rate of 25.0% for both 2021 and 2020, based on blended federal and state tax rates, considering the Tax Reform Act for 2018. 12. Pro forma adjusted net income assumes that all net income during the period is available to the holders of the Company’s Class A common stock. 13. Cash interest expense, net represents all interest expense net of interest income recorded on the Company's statement of operations other than non-cash interest expense, which represents amortization of debt discount and debt issuance costs and any write-offs of debt issuance costs. 14. Depreciation, non-acquired intangible asset amortization and internally developed software amortization reflects depreciation on the Company's property, plant and equipment, net, and amortization expense on its internally developed capitalized software. 15. Adjusted EBITDA excludes acquisition revenue adjustments for acquisitions occurring prior to October 1, 2020. See slide 2. We have presented the excluded adjustment separately for informational purposes.


 
Q2 Fiscal 2021 Supplemental Information


 
17 ($ in thousands) Three months ended March 31, 2021 Three months ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Merchant Services Proprietary Software and Payments Other Total Income (loss) from operations $ 4,684 $ 5,250 $ (8,735) $ 1,199 $ 4,979 $ 3,842 $ (6,780) $ 2,041 The following is our Income (loss) from operations for the three months ended March 31, 2021 and 2020 calculated in accordance with GAAP. The presentation also includes references to the Company’s non-GAAP financials measures. The Company believes that, in addition to the financial measures calculated in accordance with GAAP, adjusted EBITDA and adjusted net income (loss) are appropriate indicators to assist in the evaluation of its operating performance on a period-to-period basis. The Company also uses adjusted EBITDA internally as a performance measure for planning purposes, including forecasting and for calculations of earnout liabilities. Adjusted EBITDA is also used to evaluate the Company’s ability to service debt.These non-GAAP financials measures presented throughout should be considered as a supplement to, not a substitute for, revenue, income from operations, net income, or other financials performance and liquidity measures prepared in accordance with GAAP. Q2 Fiscal 2021 GAAP Measures


 
18 Q2 Fiscal 2020 Segment Performance(1) ($ in thousands) Three months ended March 31, Period over period growth2021 2020(3) Revenue(2) Merchant Services $ 26,106 $ 25,729 1% Proprietary Software and Payments 23,769 13,980 70% Other (678) (531) nm Total $ 49,197 $ 39,178 26% Adjusted EBITDA(2) Merchant Services $ 7,560 $ 7,328 3% Proprietary Software and Payments 8,370 5,713 47% Other (3,704) (3,209) (15)% Total $ 12,226 $ 9,832 24% Acquisition Revenue Adjustments(2) Merchant Services $ — $ — Proprietary Software and Payments 209 133 Total $ 209 $ 133 Volume Merchant Services $ 3,816,170 $ 3,393,710 12% Proprietary Software and Payments 447,035 184,025 143% Total $ 4,263,205 $ 3,577,735 19% 1. i3 Verticals has two segments, “Merchant Services” and "Proprietary Software and Payments." i3 Verticals also has an “Other” category, which includes corporate overhead. 2. Revenue and adjusted EBITDA exclude acquisition revenue adjustments for acquisitions occurring prior to October 1, 2020. See slide 2. 3. Adjusted EBITDA is a non-GAAP financial measure. Refer to the following slides for the reconciliation of non-GAAP financial measures. 4. Effective July 1, 2020, the Company reassigned a component from the Proprietary Software and Payments segment to the Merchant Services segment to better align the Company's business within its segments. The prior period comparatives have been retroactively adjusted to reflect the Company's current segment presentation.


 
19 ($ in thousands) Three months ended March 31, 2021 Three months ended March 31, 2020(1) Merchant Services Proprietary Software and Payments Other Total Merchant Services Proprietary Software and Payments Other Total Income (loss) from operations $ 4,684 $ 5,250 $ (8,735) $ 1,199 $ 4,979 $ 3,842 $ (6,780) $ 2,041 Interest expense, net — — 2,358 2,358 — — 2,184 2,184 Benefit from income taxes — — (136) (136) — — (2,062) (2,062) Net income (loss) 4,684 5,250 (10,957) (1,023) 4,979 3,842 (6,902) 1,919 Non-GAAP Adjustments: Benefit from income taxes — — (136) (136) — — (2,062) (2,062) Financing-related expenses(2) — — 63 63 — — 221 221 Non-cash change in fair value of contingent consideration(3) 163 159 — 322 (649) 507 — (142) Equity-based compensation(4) — — 4,142 4,142 — — 2,510 2,510 Acquisition-related expenses(5) — — 520 520 — — 583 583 Acquisition intangible amortization(6) 2,419 2,408 — 4,827 2,728 872 — 3,600 Non-cash interest expense(7) — — 1,352 1,352 — — 879 879 Other taxes(8) 1 9 119 129 3 — 78 81 Gain on investment(9) — — (2,353) (2,353) — — — — Non-GAAP adjusted income (loss) before taxes 7,267 7,826 (7,250) 7,843 7,061 5,221 (4,693) 7,589 Pro forma taxes at effective tax rate(10) (1,817) (1,956) 1,224 (2,549) (1,765) (1,305) 1,173 (1,897) Pro forma adjusted net income (loss)(11) 5,450 5,870 (6,026) 5,294 5,296 3,916 (3,520) 5,692 Plus: Cash interest expense (income), net(12) — — 1,006 1,006 — — 1,305 1,305 Pro forma taxes at effective tax rate(10) 1,817 1,956 (1,224) 2,549 1,765 1,305 (1,173) 1,897 Depreciation, non-acquired intangible asset amortization and internally developed software amortization(13) 293 544 187 1,024 267 492 179 938 Adjusted EBITDA(14) $ 7,560 $ 8,370 $ (6,057) $ 9,873 $ 7,328 $ 5,713 $ (3,209) $ 9,832 Acquisition revenue adjustments(14) $ — $ 209 $ — $ 209 $ — $ 133 $ — $ 133 See footnotes continued on the next slide. The reconciliation of our income (loss) from operations to non-GAAP pro forma adjusted net income and non-GAAP adjusted EBITDA is as follows: Reconciliation of Non-GAAP Financial Measures


 
20 Reconciliation of Non-GAAP Financial Measures 1. Effective July 1, 2020, the Company reassigned a component from the Proprietary Software and Payments segment to the Merchant Services segment to better align the Company's business within its segments. The prior period comparatives have been retroactively adjusted to reflect the Company's current segment presentation. 2. Financing-related expenses includes expenses directly related to certain transactions as part of financing transactions. 3. Non-cash change in fair value of contingent consideration reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the later of the most recent balance sheet date forming the beginning of the income statement period or the original estimates made at the closing of the applicable acquisition. 4. Equity-based compensation expense consisted of $4,142 related to stock options issued under the Company's 2018 Equity Incentive Plan and 2020 Acquisition Equity Incentive Plan and $2,510 related to stock options issued under the Company's 2018 Equity Incentive Plan during the three months ended March 31, 2021 and 2020, respectively. 5. Acquisition-related expenses are the professional service and related costs directly related to our acquisitions and are not part of our core performance. 6. Acquisition intangible amortization reflects amortization of intangible assets and software acquired through business combinations, acquired customer portfolios, acquired referral agreements and related asset acquisitions. 7. Non-cash interest expense reflects amortization of debt discount and debt issuance costs and any write-offs of debt issuance costs. 8. Other taxes consist of franchise taxes, commercial activity taxes, employer portion payroll taxes related to stock option exercises and other non-income based taxes. Taxes related to salaries are not included. 9. In March 2021, the Company became aware of an observable price change in an investment due to a planned third party acquisition of the entity underlying the investment. This resulted in an increase of $2,353 to the fair value of the investment at March 31, 2021, which the Company recognized in other income. 10. Pro forma corporate income tax expense is based on Non-GAAP adjusted income before taxes and is calculated using a tax rate of 25.0% for both 2021 and 2020, based on blended federal and state tax rates, considering the Tax Reform Act for 2018. 11. Pro forma adjusted net income assumes that all net income during the period is available to the holders of the Company’s Class A common stock. 12. Cash interest expense, net represents all interest expense net of interest income recorded on the Company's statement of operations other than non-cash interest expense, which represents amortization of debt discount and debt issuance costs and any write-offs of debt issuance costs. 13. Depreciation, non-acquired intangible asset amortization and internally developed software amortization reflects depreciation on the Company's property, plant and equipment, net, and amortization expense on its internally developed capitalized software. 14. Adjusted EBITDA excludes acquisition revenue adjustments for acquisitions occurring prior to October 1, 2020. See slide 2. We have presented the excluded adjustment separately for informational purposes.


 
Q1 Fiscal 2021 Supplemental Information


 
22 ($ in thousands) Three months ended December 31, 2020 Three months ended December 31, 2019 Merchant Services Proprietary Software and Payments Other Total Merchant Services Proprietary Software and Payments Other Total Income (loss) from operations $ 4,853 $ 1,945 $ (7,801) $ (1,003) $ 8,427 $ 868 $ (5,198) $ 4,097 The following is our Income (loss) from operations for the three months ended December 31, 2020 and 2019 calculated in accordance with GAAP. The presentation also includes references to the Company’s non-GAAP financials measures. The Company believes that, in addition to the financial measures calculated in accordance with GAAP, adjusted EBITDA and adjusted net income (loss) are appropriate indicators to assist in the evaluation of its operating performance on a period-to-period basis. The Company also uses adjusted EBITDA internally as a performance measure for planning purposes, including forecasting and for calculations of earnout liabilities. Adjusted EBITDA is also used to evaluate the Company’s ability to service debt.These non-GAAP financials measures presented throughout should be considered as a supplement to, not a substitute for, revenue, income from operations, net income, or other financials performance and liquidity measures prepared in accordance with GAAP. Q1 Fiscal 2021 GAAP Measures


 
23 Q1 Fiscal 2021 Segment Performance(1) ($ in thousands) Three months ended December 31, Period over period growth2020 2019(3) Revenue(2) Merchant Services $ 25,061 $ 28,239 (11)% Proprietary Software and Payments 19,993 13,282 51% Other (433) (410) nm Total $ 44,621 $ 41,111 9% Adjusted EBITDA(2) Merchant Services $ 7,783 $ 9,206 (15)% Proprietary Software and Payments 5,841 4,733 23% Other (3,033) (2,593) (17)% Total $ 10,591 $ 11,346 (7)% Acquisition Revenue Adjustments(2) Merchant Services $ — $ — Proprietary Software and Payments 287 513 Total $ 287 $ 513 Volume Merchant Services $ 3,582,614 $ 3,635,056 (1)% Proprietary Software and Payments 217,913 204,062 7% Total $ 3,800,527 $ 3,839,118 (1)% 1. i3 Verticals has two segments, “Merchant Services” and "Proprietary Software and Payments." i3 Verticals also has an “Other” category, which includes corporate overhead. 2. Revenue and adjusted EBITDA exclude acquisition revenue adjustments for acquisitions occurring prior to October 1, 2020. See slide 2. 3. Adjusted EBITDA is a non-GAAP financial measure. Refer to the following slides for the reconciliation of non-GAAP financial measures. 4. Effective July 1, 2020, the Company reassigned a component from the Proprietary Software and Payments segment to the Merchant Services segment to better align the Company's business within its segments. The prior period comparatives have been retroactively adjusted to reflect the Company's current segment presentation.


 
24 ($ in thousands) Three months ended December 31, 2020 Three months ended December 31, 2019(1) Merchant Services Proprietary Software and Payments Other Total Merchant Services Proprietary Software and Payments Other Total Income (loss) from operations $ 4,853 $ 1,945 $ (7,801) $ (1,003) $ 8,427 $ 868 $ (5,198) $ 4,097 Interest expense, net — — 2,029 2,029 — — 2,014 2,014 Provision for income taxes — — (10) (10) — — 149 149 Net income (loss) 4,853 1,945 (9,820) (3,022) 8,427 868 (7,361) 1,934 Non-GAAP Adjustments: Provision for income taxes — — (10) (10) — — 149 149 Financing-related expenses(2) — — 53 53 — — — — Non-cash change in fair value of contingent consideration(3) 157 1,747 — 1,904 (2,297) 2,451 — 154 Equity-based compensation(4) — — 3,441 3,441 — — 2,124 2,124 Acquisition-related expenses(5) — — 1,010 1,010 — — 262 262 Acquisition intangible amortization(6) 2,486 1,631 — 4,117 2,839 882 — 3,721 Non-cash interest expense(7) — — 1,332 1,332 — — 100 100 Other taxes(8) 7 — 87 94 4 — 50 54 Non-GAAP adjusted income (loss) before taxes 7,503 5,323 (3,907) 8,919 8,973 4,201 (4,676) 8,498 Pro forma taxes at effective tax rate(9) (1,876) (1,331) 977 (2,230) (2,243) (1,050) 1,169 (2,124) Pro forma adjusted net income (loss)(10) 5,627 3,992 (2,930) 6,689 6,730 3,151 (3,507) 6,374 Plus: Cash interest expense, net(11) — — 697 697 — — 1,914 1,914 Pro forma taxes at effective tax rate(9) 1,876 1,331 (977) 2,230 2,243 1,050 (1,169) 2,124 Depreciation, non-acquired intangible asset amortization and internally developed software amortization(12) 280 518 177 975 233 532 169 934 Adjusted EBITDA(13) $ 7,783 $ 5,841 $ (3,033) $ 10,591 $ 9,206 $ 4,733 $ (2,593) $ 11,346 Acquisition revenue adjustments(13) $ — $ 287 $ — $ 287 $ — $ 513 $ — $ 513 See footnotes continued on the next slide. The reconciliation of our income (loss) from operations to non-GAAP pro forma adjusted net income and non-GAAP adjusted EBITDA is as follows: Reconciliation of Non-GAAP Financial Measures


 
25 Reconciliation of Non-GAAP Financial Measures 1. Effective July 1, 2020, the Company reassigned a component from the Proprietary Software and Payments segment to the Merchant Services segment to better align the Company's business within its segments. The prior period comparatives have been retroactively adjusted to reflect the Company's current segment presentation. 2. Financing-related expenses includes expenses directly related to certain transactions as part of financing transactions. 3. Non-cash change in fair value of contingent consideration reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the later of the most recent balance sheet date forming the beginning of the income statement period or the original estimates made at the closing of the applicable acquisition. 4. Equity-based compensation expense consisted of $3,441 related to stock options issued under the Company's 2018 Equity Incentive Plan and 2020 Acquisition Equity Incentive Plan and $2,124 related to stock options issued under the Company's 2018 Equity Incentive Plan during the three months ended December 31, 2020 and 2019, respectively. 5. Acquisition-related expenses are the professional service and related costs directly related to our acquisitions and are not part of our core performance. 6. Acquisition intangible amortization reflects amortization of intangible assets and software acquired through business combinations, acquired customer portfolios, acquired referral agreements and related asset acquisitions. 7. Non-cash interest expense reflects amortization of debt discount and debt issuance costs and any write-offs of debt issuance costs. 8. Other taxes consist of franchise taxes, commercial activity taxes, employer portion payroll taxes related to stock option exercises and other non-income based taxes. Taxes related to salaries are not included. 9. Pro forma corporate income tax expense is based on Non-GAAP adjusted income before taxes and is calculated using a tax rate of 25.0% for both 2020 and 2019, based on blended federal and state tax rates, considering the Tax Reform Act for 2018. 10. Pro forma adjusted net income assumes that all net income during the period is available to the holders of the Company’s Class A common stock. 11. Cash interest expense, net represents all interest expense net of interest income recorded on the Company's statement of operations other than non-cash interest expense, which represents amortization of debt discount and debt issuance costs and any write-offs of debt issuance costs. 12. Depreciation, non-acquired intangible asset amortization and internally developed software amortization reflects depreciation on the Company's property, plant and equipment, net, and amortization expense on its internally developed capitalized software.. 13. Adjusted EBITDA excludes acquisition revenue adjustments for acquisitions occurring prior to October 1, 2020. See slide 2. We have presented the excluded adjustment separately for informational purposes.