Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
On June 21, 2018, our Class A common stock began trading on the Nasdaq Global Select Market under the symbol “IIIV.” There is currently no established public trading market for our Class B common stock.
Stockholders
As of November 20, 2020, there were 98 stockholders of record of our Class A common stock. The number of record holders does not include persons who held shares of our Class A common stock in nominee or “street name” accounts through brokers. As of November 20, 2020, there were 56 stockholders of record of our Class B common stock.
Performance Graph
The following graph shows a comparison of cumulative total shareholder return for (1) our Class A common stock, (2) the S&P 500 Index and (3) the S&P Information technology Index. The graph begins on June 21, 2018 (the first day our common stock was traded in conjunction with our IPO). The graph assumes the value of the investment in our common stock and each index was $100.00 on June 21, 2018 and that all dividends, if any, were reinvested. The comparisons reflected in the graph and table are not intended to forecast the future performance of our stock and may not be indicative of our future performance.
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The following table presents the corresponding data for the periods shown in the graph:
i3 Verticals, Inc. S&P 500 S&P 500 Information Technology
June 21, 2018 $ 100.00 $ 100.00 $ 100.00
June 29, 2018 $ 117.08 $ 98.86 $ 97.44
September 30, 2018 $ 176.77 $ 105.97 $ 105.71
December 31, 2018 $ 185.38 $ 91.17 $ 87.02
March 29, 2019 $ 184.77 $ 103.08 $ 103.87
June 28, 2019 $ 226.54 $ 106.98 $ 109.74
September 30, 2019 $ 154.77 $ 108.25 $ 113.00
December 31, 2019 $ 217.31 $ 117.49 $ 128.82
March 31, 2020 $ 146.85 $ 93.99 $ 113.08
June 30, 2020 $ 232.69 $ 112.75 $ 147.12
September 30, 2020 $ 194.23 $ 122.30 $ 164.27
Sales of Unregistered Securities
In August and September 2020, we issued an aggregate of 3,500 and 487,500 shares, respectively, of Class A common stock in exchange for an equivalent number of shares of Class B common stock and Common Units pursuant to the terms of the i3 Verticals, LLC Limited Liability Company Agreement. These shares were issued in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. All other sales of unregistered securities during the year ended September 30, 2020, have been previously disclosed in either a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
Issuer Purchases of Equity Securities
We did not repurchase any shares of our Class A or Class B common stock during the quarter ended September 30, 2020.
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Item 6. Selected Financial Data
The information set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual Report on Form 10-K and our consolidated financial statements and related notes included elsewhere in this report.
Year ended September 30,
(in thousands) 2020 2019 2018 2017 2016
Statement of Operations Data:
Revenue $ 150,134 $ 376,307 $ 323,508 $ 262,571 $ 199,644
Interchange and network fees (1)
242,867 214,543 189,112 140,998
Other costs of services 47,230 44,237 40,314 28,798 21,934
Selling general and administrative 78,323 62,860 40,585 27,194 20,393
Depreciation and amortization 18,217 16,564 11,839 10,085 9,898
Change in fair value of contingent consideration (1,409) 3,389 3,866 (218) 2,458
Total other expenses 11,547 6,004 16,985 6,521 5,813
(Benefit from) provision for income taxes (2,795) (177) 337 177 243
Net (loss) income $ (979) $ 563 $ (4,961) $ 902 $ (2,093)
Net (loss) income per share of Class A common stock (2) :
Basic (3)
$ (0.03) $ (0.29) $ 0.08
Diluted (4)
$ (0.03) $ (0.29) $ 0.08
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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 . See Note 2 to our consolidated financial statements for a description of the recently adopted accounting pronouncement.
2. Basic and diluted earnings per Class A common stock is presented only for the period after the Company’s Reorganization Transactions. As such, net income used in the calculation for the year ended September 30, 2018, represents the net income attributable to Class A common stockholders for the period from June 25, the closing of our IPO, through September 30, 2018.
3. Excludes 204,969, 282,801 and 299,412 shares of restricted Class A common stock for the years ended September 30, 2020, 2019 and 2018, respectively.
4. For the years ended September 30, 2020 and 2019, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted earnings per share of Class A common stock:
a. 15,856,855 shares of weighted average Class B common stock for the year ended September 30, 2019, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive,
b. 1,327,500 and 626,500 options to purchase shares of Class A common stock for the years ended September 30, 2020 and 2019, were excluded because the exercise price of these options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive, and
c. 1,179,538 and 1,009,858 shares of Class A common stock for the years ended September 30, 2020 and 2019, resulting from estimated stock option exercises as calculated by the treasury stock method, and 204,969 and 282,801 shares of restricted Class A common stock for the years ended September 30, 2020 and 2019 were excluded because the effect of including them would have been anti-dilutive.
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September 30,
(in thousands) 2020 2019 2018 2017 2016
Balance Sheet Data:
Cash and cash equivalents $ 15,568 $ 1,119 $ 572 $ 955 $ 3,776
Total assets 403,526 349,302 175,142 139,991 100,282
Long-term debt, including current portion 90,758 139,298 36,776 110,836 83,537
Total liabilities 163,358 206,861 62,944 129,122 102,770
Total equity 240,168 142,441 112,198 3,146 (9,510)
Year ended September 30,
(in thousands) 2020 2019 2018 2017 2016
Cash Flow Data:
Net cash provided by operating activities 23,720 26,597 18,080 8,330 10,005
Net cash used in investing activities (35,431) (143,728) (38,055) (47,903) (35,154)
Net cash provided by financing activities 29,112 119,094 19,244 37,352 28,924