UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 7, 2020 (May 7, 2020)
i3 Verticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-38532 | 82-4052852 | ||||||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
40 Burton Hills Blvd., Suite 415 Nashville, TN | 37215 | |||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||
(615) 465-4487
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) | ||||
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Class A Common Stock, $0.0001 Par Value | IIIV | Nasdaq Global Select Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company. x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
As provided in General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K (including the exhibits hereto) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 2.02. Results of Operations and Financial Condition.
On May 7, 2020, i3 Verticals, Inc. (the “Company”) issued a press release announcing the results of its operations for the three and six months ended March 31, 2020. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 2.02.
Item 7.01. Regulation FD Disclosure.
The Company has also prepared a supplemental presentation (the “Supplemental Presentation”) containing segment financial performance information for the three and six months ended March 31, 2020. A copy of the Supplemental Presentation is furnished as Exhibit 99.2 hereto and is hereby incorporated by reference into this Item 7.01. A copy of the Supplemental Presentation is also available on the Investors section of the Company’s website.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 7, 2020
i3 VERTICALS, INC. | ||||||||
By: | /s/ Clay Whitson | |||||||
Name: | Clay Whitson | |||||||
Title: | Chief Financial Officer | |||||||
i3 VERTICALS REPORTS SECOND QUARTER 2020 FINANCIAL RESULTS
NASHVILLE, Tenn. (May 7, 2020) – i3 Verticals, Inc. (Nasdaq: IIIV) (“i3 Verticals” or the “Company”) today reported its financial results for the fiscal second quarter ended March 31, 2020.
Highlights for the fiscal second quarter and six months ended March 31, 2020 vs. 2019
•Second quarter revenue was $39.2 million, a decrease of 54% over the prior year's second quarter. Revenue for the six months ended March 31, 2020, was $80.3 million, a decrease of 53% over the prior year's first six months. Results for 2020 reflect the adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers.1
•Second quarter adjusted net revenue2, which excludes acquisition revenue adjustments and interchange and network fees, was $39.3 million, an increase of 25% over the prior year's second quarter. Adjusted net revenue2 for the six months ended March 31, 2020, was $80.9 million, an increase of 33% over the prior year's first six months.
•Second quarter net income was $1.9 million, compared to a net loss of $1.2 million in the prior year's second quarter. Net income for the six months ended March 31, 2020, was $3.9 million, an increase of 241.3% over the prior year's first six months.
•Second quarter adjusted EBITDA2 was $10.0 million, an increase of 14% over the prior year's second quarter. Adjusted EBITDA2 for the six months ended March 31, 2020, was $21.8 million, an increase of 26% over the prior year's first six months.
•Second quarter adjusted EBITDA2 as a percentage of adjusted net revenue2 was 25.3%, compared to 27.8% in the prior year's second quarter. For the six months ended March 31, 2020, adjusted EBITDA2 as a percentage of adjusted net revenue2 was 27.0%, compared to 28.4% for the prior year's first six months.
•Second quarter diluted net income per share available to Class A common stock was $0.05, compared to diluted net loss per share available to Class A common stock of $0.12 in the prior year's second quarter. For the six months ended March 31, 2020, diluted net income per share available to Class A common stock was $0.04, compared to diluted net loss per share available to Class A common stock of $0.10 for the prior year's first six months.
•For the three and six months ended March 31, 2020, pro forma adjusted diluted earnings per share1, which gives pro forma effect to the Company's going forward effective tax rate, was $0.20 and $0.44, respectively, compared to $0.20 and $0.40 for the three and six months ended March 31, 2019, respectively.
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•Integrated payments3 were 55% of payment volume for both the three and six months ended March 31, 2020.
•At March 31, 2020, the ratio of consolidated interest coverage ratio was 6.11x, total leverage ratio was 3.41x and consolidated senior leverage ratio was 0.38x. These ratios are defined in the Company's Senior Secured Credit Facility.
1.Effective October 1, 2019, our revenues are presented net of interchange and network fees in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. This change in presentation affected our reported revenues and operating expenses for the three and six months ended March 31, 2020, by the same amount and had no effect on our income from operations.
2.Represents a non-GAAP financial measure. For additional information (including reconciliation information), see the attached schedules to this release.
3.Integrated payments represents payment transactions that are generated in situations where payment technology is embedded within the Company's own proprietary software, a client’s software or critical business process.
Greg Daily, Chairman and CEO of i3 Verticals, commented, “We delivered strong fiscal second quarter results. Our momentum from the fiscal first quarter continued through January and February, but we began to see the economic impact of the COVID-19 pandemic in the second half of March with a decline in payment volume. I could not be prouder of our employees’ response to the crisis as they rallied to serve our customers. Our support teams utilized our advanced platforms to quickly shift to remote support and provided uninterrupted service to our customers.
“Due to the uncertainty of the economic environment, we have paused acquisition activity until there is greater clarity on the impact of the COVID-19 pandemic. We have several deals currently on hold. Despite the market downturn, our acquisition pipeline has continued to build. We believe our strong balance sheet, recent exchangeable notes offering and capacity under our senior credit facility position us well for acquisition activity, even in the current economic environment.”
Impact of COVID-19
Daily continued, “Our first priority is the health and safety of our employees and their families, so we implemented work-from-home policies for our employees in mid-March and limited all employee travel. Throughout this period, I have been inspired by the creativity, dedication and commitment of our team, which has allowed us to quickly adapt to the work-from-home structure and continue to service our customers in a prompt and efficient manner.
“We expect that the continuation of the COVID-19 pandemic will adversely impact our fiscal third quarter performance. The various strategies enacted by federal, state and local governments to combat the spread of COVID-19 have obviously slowed the pace of commerce. This has caused a decrease in our payment volume and adversely impacted our revenues. In particular, our Education vertical experienced a significant decline in payment volumes as K-12 schools closed for the remainder of the current school year. Our restaurant and hotel customers also experienced a significant decline in payment volume. Our Public Sector, B2B and other vertical customers experienced less of an impact in payment volume. We benefited from our strategy of diversifying our business across multiple verticals to reduce sector-specific downturns and safeguard against effects on our payment volume from any one market sector. This strategy should also serve us well in a recovery.
“We also expect the long-term impact of COVID-19 to lead to further digitization of payments, particularly within the Public Sector and Education verticals, which have been slower to adopt electronic payments. We believe that the Public Sector and Education markets will have increased budget pressures and their constituents will demand greater access to online services and payments. We believe that our SaaS solutions are designed to address many of these issues and that the ability of our nimble salesforce in each vertical to sell technology-enabled payments will help us drive growth as the economy begins to rebound. On the other side of this crisis, we believe that we are well-positioned to capture market share,” concluded Daily.
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2020 Outlook
The COVID-19 pandemic has created significant uncertainty in the economy and the extent to which COVID-19 will impact the Company's future results is difficult to reasonably estimate at this time. Therefore, the Company is not providing a financial outlook for the fiscal year ending September 30, 2020.
Conference Call
The Company will host a conference call on Friday, May 8, 2020, at 8:30 a.m. ET, to discuss financial results and operations. To listen to the call live via telephone, participants should dial (646) 828-8193 approximately 10 minutes prior to the start of the call. A telephonic replay will be available from 11:30 a.m. ET on May 8, 2020, through May 15, 2020, by dialing (719) 457-0820 and entering Confirmation Code 8964705.
To listen to the call live via webcast, participants should visit the “Investors” section of the Company’s website, www.i3verticals.com, and go to the “Events & Presentations” page approximately 10 minutes prior to the start of the call. The online replay will be available on this page of the Company’s website beginning shortly after the conclusion of the call and will remain available for 30 days.
Non-GAAP Measures
This press release contains information prepared in conformity with GAAP as well as non-GAAP information. It is management’s intent to provide non-GAAP financial information to enhance understanding of the Company's consolidated financial information as prepared in accordance with GAAP. This non-GAAP information should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure and the most directly comparable GAAP financial measure are presented so as not to imply that more emphasis should be placed on the non-GAAP measure. The non-GAAP financial information presented may be determined or calculated differently by other companies.
Additional information about non-GAAP financial measures, including, but not limited to, adjusted net revenue, pro forma adjusted net income, adjusted EBITDA and pro forma adjusted diluted EPS, and a reconciliation of those measures to the most directly comparable GAAP measures is included on pages 10 through 13 in the financial schedules of this release.
About i3 Verticals
Helping drive the convergence of software and payments, i3 Verticals delivers seamlessly integrated payment and software solutions to small- and medium-sized businesses and other organizations in strategic vertical markets, such as education, non-profit, the public sector, property management, and healthcare and to the business-to-business payments market. With a broad suite of payment and software solutions that address the specific needs of its clients in each strategic vertical market, i3 Verticals processed approximately $14.7 billion in total payment volume for the 12 months ended March 31, 2020.
Forward-Looking Statements
This release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this release are forward-looking statements, including any statements regarding guidance and statements of a general economic or industry specific nature. Forward-looking statements give the Company's current expectations and projections relating to its financial condition, results of operations, guidance, plans, objectives, future performance and business. You generally can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “could have,” “exceed,” “significantly,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.
The forward-looking statements contained in this release are based on assumptions that we have made in light of the Company's industry experience and its perceptions of historical trends, current conditions, expected
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future developments and other factors we believe are appropriate under the circumstances. As you review and consider information presented herein, you should understand that these statements are not guarantees of future performance or results. They depend upon future events and are subject to risks, uncertainties and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Company's actual future performance or results and cause them to differ materially from those anticipated in the forward-looking statements. Certain of these factors and other risks are discussed in the Company's filings with the U.S. Securities and Exchange Commission and include, but are not limited to: (i) the anticipated impact to the Company’s business operations, payment volume and volume attrition due to the recent global pandemic of a novel strain of the coronavirus (COVID-19); (ii) the Company’s indebtedness and the ability to maintain compliance with the financial covenants in the Company’s senior secured credit facility in light of the impacts of the coronavirus (COVID-19); (iii) the ability to meet the Company’s liquidity needs in light of the impacts of the coronavirus (COVID-19); (iv) the ability to raise additional funds on terms acceptable to us, if at all, whether debt, equity or a combination thereof; (v) the triggering of impairment testing of the Company’s fair-valued assets, including goodwill and intangible assets, in the event of a decline in the price of the Company’s Class A common stock; (vi) the ability to generate revenues sufficient to maintain profitability and positive cash flow; (vii) competition in the Company's industry and the ability to compete effectively; (viii) the dependence on non-exclusive distribution partners to market the Company's products and services; (ix) the ability to keep pace with rapid developments and changes in the Company's industry and provide new products and services; (x) liability and reputation damage from unauthorized disclosure, destruction or modification of data or disruption of the Company's services; (xi) technical, operational and regulatory risks related to the Company's information technology systems and third-party providers’ systems; (xii) reliance on third parties for significant services; (xiii) exposure to economic conditions and political risks affecting consumer and commercial spending, including the use of credit cards; (xiv) the ability to increase the Company's existing vertical markets, expand into new vertical markets and execute the Company's growth strategy; (xv) the ability to successfully identify acquisition targets, complete those acquisitions and effectively integrate those acquisitions into the Company's services; (xvi) degradation of the quality of the Company's products, services and support; (xvii) the ability to retain clients, many of which are small- and medium-sized businesses, which can be difficult and costly to retain; (xviii) the Company's ability to successfully manage its intellectual property; (xix) the ability to attract, recruit, retain and develop key personnel and qualified employees; (xx) risks related to laws, regulations and industry standards; (xxi) operating and financial restrictions imposed by the Company's senior secured credit facility; (xxii) risks related to the accounting method for the Company’s 1.0% Exchangeable Senior Notes due February 15, 2025 (the “Exchangeable Notes”); (xxiii) the ability to raise the funds necessary to settle exchanges of the Exchangeable Notes or to repurchase the Exchangeable Notes upon a fundamental change; (xxiv) risks related to the conditional exchange feature of the Exchangeable Notes; and (xxv) the risk factors included in the Company's Annual Report on Form 10-K for the year ended September 30, 2019 and in our subsequent filings. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, the Company's actual results may vary in material respects from those projected in these forward-looking statements.
Any forward-looking statement made by us in this release speaks only as of the date of this release. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Contact: | |||||
| Clay Whitson | |||||
| Chief Financial Officer | |||||
| (615) 988-9890 | |||||
cwhitson@i3verticals.com | |||||
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i3 Verticals, Inc. Consolidated Statements of Operations
(Unaudited)
($ in thousands, except share and per share amounts)
| Three months ended March 31, | Six months ended March 31, | ||||||||||||||||||||||||||||||||||
| 2020 | 2019 | % Change | 2020 | 2019 | % Change | ||||||||||||||||||||||||||||||
| Revenue | $ | 39,178 | $ | 85,394 | (54)% | $ | 80,289 | $ | 170,262 | (53)% | |||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||
Interchange and network fees(1) | 54,685 | n/m | 110,514 | n/m | |||||||||||||||||||||||||||||||
| Other costs of services | 11,955 | 10,193 | 17% | 24,873 | 19,983 | 24% | |||||||||||||||||||||||||||||
| Selling general and administrative | 20,786 | 14,319 | 45% | 40,073 | 26,835 | 49% | |||||||||||||||||||||||||||||
| Depreciation and amortization | 4,538 | 3,898 | 16% | 9,193 | 7,450 | 23% | |||||||||||||||||||||||||||||
| Change in fair value of contingent consideration | (142) | 2,502 | n/m | 12 | 2,153 | (99)% | |||||||||||||||||||||||||||||
| Total operating expenses | 37,137 | 85,597 | (57)% | 74,151 | 166,935 | (56)% | |||||||||||||||||||||||||||||
| Income (loss) from operations | 2,041 | (203) | n/m | 6,138 | 3,327 | 84% | |||||||||||||||||||||||||||||
| Interest expense, net | 2,184 | 1,155 | 89% | 4,198 | 2,069 | 103% | |||||||||||||||||||||||||||||
| (Loss) income before income taxes | (143) | (1,358) | (89)% | 1,940 | 1,258 | 54% | |||||||||||||||||||||||||||||
| (Benefit from) provision for income taxes | (2,062) | (136) | 1,416% | (1,913) | 129 | n/m | |||||||||||||||||||||||||||||
| Net income (loss) | 1,919 | (1,222) | n/m | 3,853 | 1,129 | 241% | |||||||||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interest | 1,182 | (120) | n/m | 3,265 | 2,053 | 59% | |||||||||||||||||||||||||||||
| Net income (loss) attributable to i3 Verticals, Inc. | $ | 737 | $ | (1,102) | n/m | $ | 588 | $ | (924) | n/m | |||||||||||||||||||||||||
Net income (loss) per share available to Class A common stock: | |||||||||||||||||||||||||||||||||||
| Basic | $ | 0.05 | $ | (0.12) | $ | 0.04 | $ | (0.10) | |||||||||||||||||||||||||||
| Diluted | $ | 0.05 | $ | (0.12) | $ | 0.04 | $ | (0.10) | |||||||||||||||||||||||||||
Weighted average shares of Class A common stock outstanding: | |||||||||||||||||||||||||||||||||||
| Basic | 14,456,970 | 8,887,050 | 14,344,768 | 8,849,431 | |||||||||||||||||||||||||||||||
| Diluted | 16,106,757 | 8,887,050 | 15,778,077 | 8,849,431 | |||||||||||||||||||||||||||||||
n/m = not meaningful
__________________________
1.Effective October 1, 2019, our revenues are presented net of interchange and network fees in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers.
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i3 Verticals, Inc. Financial Highlights
(Unaudited)
($ in thousands, except per share amounts)
| Three months ended March 31, | Six months ended March 31, | ||||||||||||||||||||||||||||||||||
| 2020 | 2019 | % Change | 2020 | 2019 | % Change | ||||||||||||||||||||||||||||||
| Adjusted net revenue (non-GAAP) | $ | 39,311 | $ | 31,448 | 25% | $ | 80,935 | $ | 61,018 | 33% | |||||||||||||||||||||||||
| Adjusted EBITDA (non-GAAP) | 9,965 | 8,747 | 14% | 21,824 | 17,325 | 26% | |||||||||||||||||||||||||||||
| Pro forma adjusted diluted earnings per share (non-GAAP) | $ | 0.20 | $ | 0.20 | —% | $ | 0.44 | $ | 0.40 | 10% | |||||||||||||||||||||||||
i3 Verticals, Inc. Supplemental Volume Information
(Unaudited)
($ in thousands)
| Three months ended March 31, | Six months ended March 31, | ||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
Payment volume(1) | $ | 3,577,735 | $ | 2,942,808 | $ | 7,416,853 | $ | 5,886,657 | |||||||||||||||
__________________________
1.Payment volume is the net dollar value of both 1) Visa, Mastercard and other payment network transactions processed by the Company's clients and settled to clients by us and 2) ACH transactions processed by the Company's clients and settled to clients by the Company.
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i3 Verticals, Inc. Segment Summary
(Unaudited)
($ in thousands)
For the Three Months Ended March 31, 2020 | |||||||||||||||||||||||
| Merchant Services | Proprietary Software and Payments | Other | Total | ||||||||||||||||||||
| Revenue | $ | 25,018 | $ | 14,691 | $ | (531) | $ | 39,178 | |||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Other costs of services | 11,297 | 1,188 | (530) | 11,955 | |||||||||||||||||||
| Selling general and administrative | 6,469 | 7,717 | 6,600 | 20,786 | |||||||||||||||||||
| Depreciation and amortization | 2,861 | 1,498 | 179 | 4,538 | |||||||||||||||||||
| Change in fair value of contingent consideration | (400) | 258 | — | (142) | |||||||||||||||||||
| Income (loss) from operations | $ | 4,791 | $ | 4,030 | $ | (6,780) | $ | 2,041 | |||||||||||||||
| Payment volume | $ | 3,393,710 | $ | 184,025 | $ | — | $ | 3,577,735 | |||||||||||||||
For the Six Months Ended March 31, 2020 | |||||||||||||||||||||||
| Merchant Services | Proprietary Software and Payments | Other | Total | ||||||||||||||||||||
| Revenue | $ | 52,483 | $ | 28,747 | $ | (941) | $ | 80,289 | |||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Other costs of services | 23,410 | 2,403 | (940) | 24,873 | |||||||||||||||||||
| Selling general and administrative | 12,791 | 15,653 | 11,629 | 40,073 | |||||||||||||||||||
| Depreciation and amortization | 5,808 | 3,037 | 348 | 9,193 | |||||||||||||||||||
| Change in fair value of contingent consideration | (1,606) | 1,618 | — | 12 | |||||||||||||||||||
| Income (loss) from operations | $ | 12,080 | $ | 6,036 | $ | (11,978) | $ | 6,138 | |||||||||||||||
| Payment volume | $ | 7,028,766 | $ | 388,087 | $ | — | $ | 7,416,853 | |||||||||||||||
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For the Three Months Ended March 31, 2019 | |||||||||||||||||||||||
| Merchant Services | Proprietary Software and Payments | Other | Total | ||||||||||||||||||||
| Revenue | $ | 76,875 | $ | 8,519 | $ | — | $ | 85,394 | |||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Interchange and network fees | 53,121 | 1,564 | — | 54,685 | |||||||||||||||||||
| Other costs of services | 9,725 | 468 | — | 10,193 | |||||||||||||||||||
| Selling general and administrative | 6,226 | 3,675 | 4,418 | 14,319 | |||||||||||||||||||
| Depreciation and amortization | 2,917 | 842 | 139 | 3,898 | |||||||||||||||||||
| Change in fair value of contingent consideration | (390) | 2,892 | — | 2,502 | |||||||||||||||||||
| Income (loss) from operations | $ | 5,276 | $ | (922) | $ | (4,557) | $ | (203) | |||||||||||||||
| Payment volume | $ | 2,794,120 | $ | 148,688 | $ | — | $ | 2,942,808 | |||||||||||||||
For the Six Months Ended March 31, 2019 | |||||||||||||||||||||||
| Merchant Services | Proprietary Software and Payments | Other | Total | ||||||||||||||||||||
| Revenue | $ | 154,577 | $ | 15,685 | $ | — | $ | 170,262 | |||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Interchange and network fees | 107,485 | 3,029 | — | 110,514 | |||||||||||||||||||
| Other costs of services | 19,121 | 862 | — | 19,983 | |||||||||||||||||||
| Selling general and administrative | 12,317 | 6,662 | 7,856 | 26,835 | |||||||||||||||||||
| Depreciation and amortization | 5,699 | 1,503 | 248 | 7,450 | |||||||||||||||||||
| Change in fair value of contingent consideration | (709) | 2,862 | — | 2,153 | |||||||||||||||||||
| Income (loss) from operations | $ | 10,664 | $ | 767 | $ | (8,104) | $ | 3,327 | |||||||||||||||
| Payment volume | $ | 5,598,259 | $ | 288,398 | $ | — | $ | 5,886,657 | |||||||||||||||
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i3 Verticals, Inc. Consolidated Balance Sheets
($ in thousands, except share and per share amounts)
| March 31, | September 30, | ||||||||||
| 2020 | 2019 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 1,591 | $ | 1,119 | |||||||
| Accounts receivable, net | 13,515 | 15,335 | |||||||||
| Prepaid expenses and other current assets | 4,662 | 4,117 | |||||||||
| Total current assets | 19,768 | 20,571 | |||||||||
| Property and equipment, net | 5,035 | 5,026 | |||||||||
| Restricted cash | 1,581 | 2,081 | |||||||||
| Capitalized software, net | 14,472 | 15,454 | |||||||||
| Goodwill | 167,054 | 168,284 | |||||||||
| Intangible assets, net | 102,837 | 107,419 | |||||||||
| Deferred tax asset | 35,334 | 28,138 | |||||||||
| Other assets | 5,101 | 2,329 | |||||||||
| Total assets | $ | 351,182 | $ | 349,302 | |||||||
| Liabilities and equity | |||||||||||
| Liabilities | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 3,520 | $ | 3,438 | |||||||
| Accrued expenses and other current liabilities | 17,884 | 21,560 | |||||||||
| Deferred revenue | 9,613 | 10,237 | |||||||||
| Total current liabilities | 31,017 | 35,235 | |||||||||
| Long-term debt, less current portion and debt issuance costs, net | 123,226 | 139,298 | |||||||||
| Long-term tax receivable agreement obligations | 25,773 | 23,204 | |||||||||
| Other long-term liabilities | 4,385 | 9,124 | |||||||||
| Total liabilities | 184,401 | 206,861 | |||||||||
| Commitments and contingencies (see Note 9) | |||||||||||
| Stockholders' equity | |||||||||||
| Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2020 and September 30, 2019 | — | — | |||||||||
| Class A common stock, par value $0.0001 per share, 150,000,000 shares authorized; 15,038,918 and 14,444,115 shares issued and outstanding as of March 31, 2020 and September 30, 2019, respectively | 1 | 1 | |||||||||
| Class B common stock, par value $0.0001 per share, 40,000,000 shares authorized; 12,411,621 and 12,921,637 shares issued and outstanding as of March 31, 2020 and September 30, 2019, respectively | 1 | 1 | |||||||||
| Additional paid-in-capital | 104,122 | 82,380 | |||||||||
| Accumulated (deficit) earnings | (1,016) | (2,309) | |||||||||
| Total stockholders' equity | 103,108 | 80,073 | |||||||||
| Non-controlling interest | 63,673 | 62,368 | |||||||||
| Total equity | 166,781 | 142,441 | |||||||||
| Total liabilities and stockholders' equity | $ | 351,182 | $ | 349,302 | |||||||
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IIIV Reports Second Quarter 2020 Financial Results
Page 10
May 7, 2020
i3 Verticals, Inc. Consolidated Cash Flow Data
(Unaudited)
($ in thousands)
| Six months ended March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Net cash provided by operating activities | $ | 8,847 | $ | 11,424 | |||||||
| Net cash used in investing activities | $ | (3,881) | $ | (44,945) | |||||||
| Net cash (used in) provided by financing activities | $ | (4,994) | $ | 34,343 | |||||||
Reconciliation of GAAP to Non-GAAP Financial Measures
The Company believes that non-GAAP financial measures are important to enable investors to understand and evaluate its ongoing operating results. Accordingly, i3 Verticals includes non-GAAP financial measures when reporting its financial results to stockholders and potential investors in order to provide them with an additional tool to evaluate the Company’s ongoing business operations. i3 Verticals believes that the non-GAAP financial measures are representative of comparative financial performance that reflects the economic substance of i3 Verticals’ current and ongoing business operations.
Although non-GAAP financial measures are often used to measure the Company's operating results and assess its financial performance, they are not necessarily comparable to similarly titled measures of other companies due to potential inconsistencies in the method of calculation. i3 Verticals believes that its provision of non-GAAP financial measures provides investors with important key financial performance indicators that are utilized by management to assess the Company's operating results, evaluate the business and make operational decisions on a prospective, going-forward basis. Hence, management provides disclosure of non-GAAP financial measures to give stockholders and potential investors an opportunity to see i3 Verticals as viewed by management, to assess i3 Verticals with some of the same tools that management utilizes internally and to be able to compare such information with prior periods. i3 Verticals believes that inclusion of non-GAAP financial measures provides investors with additional information to help them better understand its financial statements just as management utilizes these non-GAAP financial measures to better understand the business, manage budgets and allocate resources.
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IIIV Reports Second Quarter 2020 Financial Results
Page 11
May 7, 2020
i3 Verticals, Inc. Reconciliation of GAAP Net Income to Non-GAAP Pro Forma Adjusted Net Income and Non-GAAP Adjusted EBITDA
(Unaudited)
($ in thousands)
| Three months ended March 31, | Six months ended March 31, | ||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
| Net income (loss) attributable to i3 Verticals, Inc. | $ | 737 | $ | (1,102) | $ | 588 | $ | (924) | |||||||||||||||
| Net income (loss) attributable to non-controlling interest | 1,182 | (120) | 3,265 | 2,053 | |||||||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||
| Provision for (benefit from) income taxes | (2,062) | (136) | (1,913) | 129 | |||||||||||||||||||
Offering-related expenses(1) | 221 | — | 221 | — | |||||||||||||||||||
Non-cash change in fair value of contingent consideration(2) | (142) | 2,502 | 12 | 2,153 | |||||||||||||||||||
Equity-based compensation(3) | 2,510 | 1,363 | 4,634 | 2,314 | |||||||||||||||||||
Acquisition revenue adjustments(4) | 133 | 739 | 646 | 1,270 | |||||||||||||||||||
Acquisition-related expenses(5) | 583 | 261 | 845 | 621 | |||||||||||||||||||
Acquisition intangible amortization(6) | 3,600 | 3,205 | 7,321 | 6,110 | |||||||||||||||||||
Non-cash interest expense(7) | 879 | 232 | 979 | 465 | |||||||||||||||||||
Other taxes(8) | 81 | 187 | 135 | 190 | |||||||||||||||||||
| Non-GAAP pro forma adjusted income before taxes | 7,722 | 7,131 | 16,733 | 14,381 | |||||||||||||||||||
Pro forma taxes at effective tax rate(9) | (1,930) | (1,783) | (4,183) | (3,595) | |||||||||||||||||||
Pro forma adjusted net income(10) | $ | 5,792 | $ | 5,348 | $ | 12,550 | $ | 10,786 | |||||||||||||||
Cash interest expense, net(11) | 1,305 | 923 | 3,219 | 1,604 | |||||||||||||||||||
Pro forma taxes at effective tax rate(9) | 1,930 | 1,783 | 4,183 | 3,595 | |||||||||||||||||||
Depreciation, non-acquired intangible asset amortization and internally developed software amortization(12) | 938 | 693 | 1,872 | 1,340 | |||||||||||||||||||
| Adjusted EBITDA | $ | 9,965 | $ | 8,747 | $ | 21,824 | $ | 17,325 | |||||||||||||||
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IIIV Reports Second Quarter 2020 Financial Results
Page 12
May 7, 2020
________
1.Offering-related expenses includes expenses directly related to certain transactions as part of an offering.
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 $2,510 and $1,363 related to stock options issued under the Company's 2018 Equity Incentive Plan during the three months ended March 31, 2020 and 2019, respectively, and $4,634 and $2,314 related to stock options issued under the Company's 2018 Equity Incentive Plan during the six months ended March 31, 2020 and 2019, respectively.
4.Under GAAP, companies must adjust, as necessary, beginning balances of acquired deferred revenue to fair value as part of acquisition accounting as defined by GAAP. Acquisition revenue adjustments remove the effect of these adjustments to acquisition date fair value from acquisitions that have closed as of the date of this earnings release.
5.Acquisition-related expenses are the professional service and related costs directly related to the Company's acquisitions and are not part of its 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 and other non-income based taxes. Taxes related to salaries or employment 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.
10.Pro forma adjusted net income assumes that all net income during that period was available to the holders of the Company's Class A common stock.
11.Cash interest expense, net represents all interest expense 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.
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IIIV Reports Second Quarter 2020 Financial Results
Page 13
May 7, 2020
i3 Verticals, Inc. GAAP Diluted EPS and Non-GAAP Pro Forma Adjusted Diluted EPS
(Unaudited)
($ in thousands, except share and per share amounts)
| Three months ended March 31, | Six months ended March 31, | ||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
| Diluted net loss available to Class A common stock per share | $ | 0.05 | (0.12) | $ | 0.04 | (0.10) | |||||||||||||||||
Pro forma adjusted diluted earnings per share (non-GAAP)(1) | $ | 0.20 | $ | 0.20 | $ | 0.44 | $ | 0.40 | |||||||||||||||
Pro forma adjusted net income(2) | $ | 5,792 | $ | 5,348 | $ | 12,550 | $ | 10,786 | |||||||||||||||
Pro forma weighted average shares of adjusted diluted Class A common stock outstanding(3) | 28,876,325 | 27,289,888 | 28,624,095 | 27,124,176 | |||||||||||||||||||
__________
1.Pro forma adjusted diluted earnings per share is calculated using pro forma adjusted net income and the pro forma weighted average shares of adjusted diluted Class A common stock outstanding.
2.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. Further, pro forma adjusted diluted earnings per share assumes that all Common Units in i3 Verticals, LLC and the associated non-voting Class B common stock were exchanged for Class A common stock at the beginning of the period on a one-for-one basis.
3.Pro forma weighted average shares of adjusted diluted Class A common stock outstanding include 12,769,568 and 17,112,164 outstanding shares of Class A common stock issuable upon the exchange of Common Units in i3 Verticals, LLC and 1,649,787 and 1,290,674 shares of unvested Class A common stock and options for the three months ended March 31, 2020 and 2019, respectively. Pro forma weighted average shares of adjusted diluted Class A common stock outstanding include 12,846,018 and 17,112,164 outstanding shares of Class A common stock issuable upon the exchange of Common Units in i3 Verticals, LLC and 1,433,309 and 1,162,581 shares of unvested Class A common stock and options for the six months ended March 31, 2020 and 2019, respectively.
i3 Verticals, Inc. Reconciliation of GAAP Revenue to Non-GAAP Adjusted Net Revenue
(Unaudited)
($ in thousands)
| Three months ended March 31, | Six months ended March 31, | ||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
| Revenue | $ | 39,178 | $ | 85,394 | $ | 80,289 | $ | 170,262 | |||||||||||||||
Acquisition revenue adjustments(1) | 133 | 739 | 646 | 1,270 | |||||||||||||||||||
Interchange and network fees(2) | (54,685) | (110,514) | |||||||||||||||||||||
| Adjusted Net Revenue | $ | 39,311 | $ | 31,448 | $ | 80,935 | $ | 61,018 | |||||||||||||||
__________
1.Under GAAP, companies must adjust, as necessary, beginning balances of acquired deferred revenue to fair value as part of acquisition accounting as defined by GAAP. Acquisition revenue adjustments remove the effect of these adjustments to acquisition date fair value from acquisitions that have closed as of the date of this earnings release.
2.Effective October 1, 2019, our revenues are presented net of interchange and network fees in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers.
-END-
Q2 Fiscal 2020 Supplemental Segment Information
Q2 Fiscal 2020 Segment Performance(1) ($ in thousands) Three months ended March 31, Period over period 2020 2019 growth Adjusted Net Revenue(2) Merchant Services, excluding Purchased Portfolios $ 23,984 $ 22,213 8% Purchased Portfolios 1,034 1,541 (33)% Merchant Services 25,018 23,754 5% Proprietary Software and Payments 14,824 7,694 93% Other (531) — nm Total $ 39,311 $ 31,448 25% Adjusted EBITDA(2) Merchant Services $ 7,255 $ 7,826 (7)% Proprietary Software and Payments 5,919 3,555 66% Other (3,209) (2,634) (22)% Total $ 9,965 $ 8,747 14% Adjusted EBITDA as a percentage of Net Revenue 25.3 % 27.8 % Volume Merchant Services $ 3,393,710 $ 2,794,120 21% Proprietary Software and Payments 184,025 148,688 24% Total $ 3,577,735 $ 2,942,808 22% 1. i3 Verticals has two segments, “Merchant Services,” which includes Purchased Portfolios (a subset of merchant contracts purchased in 2014 and 2017) and "Proprietary Software and Payments." i3 Verticals also has an “Other” category, which includes corporate overhead. 2. Adjusted Net Revenue and Adjusted EBITDA are non-GAAP financial measures. Refer to the following slides for the reconciliation of non-GAAP 2 financial measures.
Q2 Fiscal 2020 Segment Performance(1) ($ in thousands) Six months ended March 31, Period over period 2020 2019 growth Adjusted Net Revenue(2) Merchant Services, excluding Purchased Portfolios $ 50,116 $ 43,514 15% Purchased Portfolios 2,367 3,578 (34)% Merchant Services 52,483 47,092 11% Proprietary Software and Payments 29,393 13,926 111% Other (941) — nm Total $ 80,935 $ 61,018 33% Adjusted EBITDA(2) Merchant Services $ 16,289 $ 15,677 4% Proprietary Software and Payments 11,337 6,406 77% Other (5,802) (4,758) (22)% Total $ 21,824 $ 17,325 26% Adjusted EBITDA as a percentage of Net Revenue 27.0 % 28.4 % Volume Merchant Services $ 7,028,766 $ 5,598,259 26% Proprietary Software and Payments 388,087 288,398 35% Total $ 7,416,853 $ 5,886,657 26% 1. i3 Verticals has two segments, “Merchant Services,” which includes Purchased Portfolios (a subset of merchant contracts purchased in 2014 and 2017) and "Proprietary Software and Payments." i3 Verticals also has an “Other” category, which includes corporate overhead. 2. Adjusted Net Revenue and Adjusted EBITDA are non-GAAP financial measures. Refer to the following slides for the reconciliation of non-GAAP 3 financial measures.
Reconciliation of Non-GAAP Financial Measures The reconciliation of our revenue to non-GAAP adjusted net revenue is as follows: ($ in thousands) Three months ended March 31, 2020 Proprietary Software Merchant Services(2) and Payments Other Total Revenue $ 25,018 $ 14,691 $ (531) $ 39,178 Acquisition revenue adjustments(1) — 133 — 133 Adjusted Net Revenue $ 25,018 $ 14,824 $ (531) $ 39,311 ($ in thousands) Three months ended March 31, 2019 Proprietary Software Merchant Services(3) and Payments Other Total Revenue $ 76,875 $ 8,519 $ — $ 85,394 Acquisition revenue adjustments(1) — 739 — 739 Interchange and nework fees (53,121) (1,564) — (54,685) Adjusted Net Revenue $ 23,754 $ 7,694 $ — $ 31,448 1. Under GAAP, companies must adjust, as necessary, beginning balances of acquired deferred revenue to fair value as part of acquisition accounting as defined by GAAP. Acquisition revenue adjustments remove the effect of these adjustments to acquisition date fair value from acquisitions that have closed as of the date of the earnings release. 2. Merchant Services includes purchased portfolios which had revenue of $1,034 and acquisition revenue adjustments of $0 for the three months ended March 31, 2020. 4 3. Merchant Services includes purchased portfolios which had revenue of $3,031, acquisition revenue adjustments of $0 and interchange and network fees of $1,490 for the three months ended March 31, 2019.
Reconciliation of Non-GAAP Financial Measures The reconciliation of our revenue to non-GAAP adjusted net revenue is as follows: ($ in thousands) Six months ended March 31, 2020 Proprietary Software Merchant Services(2) and Payments Other Total Revenue $ 52,483 $ 28,747 $ (941) $ 80,289 Acquisition revenue adjustments(1) — 646 — 646 Adjusted Net Revenue $ 52,483 $ 29,393 $ (941) $ 80,935 ($ in thousands) Six months ended March 31, 2019 Proprietary Software Merchant Services(3) and Payments Other Total Revenue $ 154,577 $ 15,685 $ — $ 170,262 Acquisition revenue adjustments(1) — 1,270 — 1,270 Interchange and nework fees (107,485) (3,029) — (110,514) Adjusted Net Revenue $ 47,092 $ 13,926 $ — $ 61,018 1. Under GAAP, companies must adjust, as necessary, beginning balances of acquired deferred revenue to fair value as part of acquisition accounting as defined by GAAP. Acquisition revenue adjustments remove the effect of these adjustments to acquisition date fair value from acquisitions that have closed as of the date of the earnings release. 2. Merchant Services includes purchased portfolios which had revenue of $2,367 and acquisition revenue adjustments of $0 for the six months ended March 31, 2020. 5 3. Merchant Services includes purchased portfolios which had revenue of $6,877, acquisition revenue adjustments of $0 and interchange and network fees of $3,299 for the six months ended March 31, 2019.
Reconciliation of Non-GAAP Financial Measures The reconciliation of our income (loss) from operations to non-GAAP pro forma adjusted net income and non-GAAP adjusted EBITDA is as follows: ($ in thousands) Three months ended March 31, 2020 Three months ended March 31, 2019 Proprietary Proprietary Merchant Software and Merchant Software and Services Payments Other Total Services Payments Other Total Income (loss) from operations $ 4,791 $ 4,030 $ (6,780) $ 2,041 $ 5,276 $ (922) $ (4,557) $ (203) Interest expense, net — — 2,184 2,184 289 — 866 1,155 (Benefit from) provision for income taxes — — (2,062) (2,062) 188 — (324) (136) Net income (loss) 4,791 4,030 (6,902) 1,919 4,799 (922) (5,099) (1,222) Non-GAAP Adjustments: (Benefit from) provision for income taxes — — (2,062) (2,062) 188 — (324) (136) Offering-related expenses(1) — — 221 221 — — — — Non-cash change in fair value of contingent consideration(2) (400) 258 — (142) (390) 2,892 — 2,502 Equity-based compensation(3) — — 2,510 2,510 — — 1,363 1,363 Acquisition revenue adjustments(4) — 133 — 133 — 739 — 739 Acquisition-related expenses(5) — — 583 583 — — 261 261 Acquisition intangible amortization(6) 2,634 966 — 3,600 2,764 440 1 3,205 Non-cash interest(7) — — 879 879 — — 232 232 Other taxes(8) 3 — 78 81 23 4 160 187 Non-GAAP adjusted income (loss) before taxes 7,028 5,387 (4,693) 7,722 7,384 3,153 (3,406) 7,131 Pro forma taxes at effective tax rate(9) (1,757) (1,347) 1,173 (1,931) (1,846) (788) 851 (1,783) Pro forma adjusted net income (loss)(10) 5,271 4,040 (3,520) 5,791 5,538 2,365 (2,555) 5,348 Plus: Cash interest expense, net(11) — — 1,305 1,305 289 — 634 923 Pro forma taxes at effective tax rate(9) 1,757 1,347 (1,173) 1,931 1,846 788 (851) 1,783 Depreciation, non-acquired intangible asset amortization and internally developed software amortization(12) 227 532 179 938 153 402 138 693 Adjusted EBITDA $ 7,255 $ 5,919 $ (3,209) $ 9,965 $ 7,826 $ 3,555 $ (2,634) $ 8,747 See footnotes continued on the next slide. 6
Reconciliation of Non-GAAP Financial Measures 1. Offering-related expenses includes expenses directly related to certain transactions of an offering. 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 $2,510 and $1,363 related to stock options issued under the Company's 2018 Equity Incentive Plan during the three months ended March 31, 2020 and 2019, respectively. 4. Under GAAP, companies must adjust, as necessary, beginning balances of acquired deferred revenue to fair value as part of acquisition accounting as defined by GAAP. Acquisition revenue adjustments remove the effect of these adjustments to acquisition date fair value from acquisitions that have closed as of the date of the earnings release. 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 and other non-income based taxes. Taxes related to salaries or employment 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 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. 7
Reconciliation of Non-GAAP Financial Measures The reconciliation of our income (loss) from operations to non-GAAP pro forma adjusted net income and non-GAAP adjusted EBITDA is as follows: ($ in thousands) Six months ended March 31, 2020 Six months ended March 31, 2019 Proprietary Proprietary Merchant Software and Merchant Software and Services Payments Other Total Services Payments Other Total Income (loss) from operations $ 12,080 $ 6,036 $ (11,978) $ 6,138 $ 10,664 $ 767 $ (8,104) $ 3,327 Interest expense, net — — 4,198 4,198 578 — 1,491 2,069 (Benefit from) provision for income taxes — — (1,913) (1,913) 435 — (306) 129 Net income (loss) 12,080 6,036 (14,263) 3,853 9,651 767 (9,289) 1,129 Non-GAAP Adjustments: (Benefit from) provision for income taxes — — (1,913) (1,913) 435 — (306) 129 Offering-related expenses(1) — — 221 221 — — — — Non-cash change in fair value of contingent consideration(2) (1,606) 1,618 — 12 (709) 2,862 — 2,153 Equity-based compensation(3) — — 4,634 4,634 — — 2,314 2,314 Acquisition revenue adjustments(4) — 646 — 646 — 1,270 — 1,270 Acquisition-related expenses(5) — — 845 845 — — 621 621 Acquisition intangible amortization(6) 5,380 1,941 — 7,321 5,387 722 1 6,110 Non-cash interest(7) — — 979 979 — — 465 465 Other taxes(8) 7 — 128 135 23 4 163 190 Non-GAAP adjusted income (loss) before taxes 15,861 10,241 (9,369) 16,733 14,787 5,625 (6,031) 14,381 Pro forma taxes at effective tax rate(9) (3,965) (2,560) 2,342 (4,183) (3,696) (1,406) 1,507 (3,595) Pro forma adjusted net income (loss)(10) 11,896 7,681 (7,027) 12,550 11,091 4,219 (4,524) 10,786 Plus: Cash interest expense, net(11) — — 3,219 3,219 578 — 1,026 1,604 Pro forma taxes at effective tax rate(9) 3,965 2,560 (2,342) 4,183 3,696 1,406 (1,507) 3,595 Depreciation, non-acquired intangible asset amortization and internally developed software amortization(12) 428 1,096 348 1,872 312 781 247 1,340 Adjusted EBITDA $ 16,289 $ 11,337 $ (5,802) $ 21,824 $ 15,677 $ 6,406 $ (4,758) $ 17,325 See footnotes continued on the next slide. 8
Reconciliation of Non-GAAP Financial Measures 1. Offering-related expenses includes expenses directly related to certain transactions of an offering. 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 $4,634 and $2,314 related to stock options issued under the Company's 2018 Equity Incentive Plan during the six months ended March 31, 2020 and 2019, respectively. 4. Under GAAP, companies must adjust, as necessary, beginning balances of acquired deferred revenue to fair value as part of acquisition accounting as defined by GAAP. Acquisition revenue adjustments remove the effect of these adjustments to acquisition date fair value from acquisitions that have closed as of the date of the earnings release. 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 and other non-income based taxes. Taxes related to salaries or employment 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. 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 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. 9