i3 Verticals, Inc. 10-Q

Item 1. Financial Statements 3 i3 Verticals, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share amounts) June 30, September 30, 2024 2023 Assets Current assets Cash and cash equivalents $ 9,745 $ 3,105 Accounts receivable, net 48,655 50,785 Settlement assets 1,355 4,873 Prepaid expenses and other current assets 11,279 9,512 Current assets held for sale 237,002 17,269 Total current assets 308,036 85,544 Property and equipment, net 8,928 10,059 Restricted cash 2,396 4,215 Capitalized software, net 56,634 58,057 Goodwill 269,192 267,983 Intangible assets, net 154,039 163,149 Deferred tax asset 50,307 52,514 Operating lease right-of-use assets 9,564 11,815 Other assets 2,626 8,803 Long-term assets held for sale — 219,354 Total assets $ 861,722 $ 881,493 Liabilities and equity Liabilities Current liabilities Accounts payable $ 5,955 $ 6,369 Current portion of long-term debt 26,223 — Accrued expenses and other current liabilities 22,827 33,580 Settlement obligations 1,355 4,873 Deferred revenue 29,497 32,785 Current portion of operating lease liabilities 3,477 3,657 Current liabilities held for sale 13,953 12,197 Total current liabilities 103,287 93,461 Long-term debt, less current portion and debt issuance costs, net 347,892 385,081 Long-term tax receivable agreement obligations 40,441 40,079 Operating lease liabilities, less current portion 6,949 8,968 Other long-term liabilities 17,238 23,078 Long-term liabilities held for sale — 2,530 Total liabilities 515,807 553,197 Commitments and contingencies (see Note 13) Stockholders' equity Preferred stock, par value $ 0.0001 per share, 10,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2024 and September 30, 2023 — — Class A common stock, par value $ 0.0001 per share, 150,000,000 shares authorized; 23,442,698 and 23,253,272 shares issued and outstanding as of June 30, 2024 and September 30, 2023, respectively 2 2 Class B common stock, par value $ 0.0001 per share, 40,000,000 shares authorized; 10,032,676 and 10,093,394 shares issued and outstanding as of June 30, 2024 and September 30, 2023, respectively 1 1 Additional paid-in capital 267,176 249,688 Accumulated deficit ( 17,513 ) ( 12,944 ) Total stockholders' equity 249,666 236,747 Non-controlling interest 96,249 91,549 Total equity 345,915 328,296 Total liabilities and equity $ 861,722 $ 881,493 See Notes to the Interim Condensed Consolidated Financial Statements 4 i3 Verticals, Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (In thousands, except share and per share amounts) Three months ended June 30, Nine months ended June 30, 2024 2024 2023 2024 2023 Revenue $ 56,037 $ 57,260 $ 169,059 $ 168,138 Operating expenses Other costs of services 4,722 3,944 13,540 11,272 Selling, general and administrative 45,033 45,045 131,548 132,510 Depreciation and amortization 6,969 6,665 21,216 19,289 Change in fair value of contingent consideration ( 18 ) 6,183 ( 545 ) 9,891 Total operating expenses 56,706 61,837 165,759 172,962 (Loss) income from operations ( 669 ) ( 4,577 ) 3,300 ( 4,824 ) Other expenses (income) Interest expense, net 7,906 6,725 22,307 18,414 Other income — ( 92 ) ( 2,150 ) ( 295 ) Total other expenses 7,906 6,633 20,157 18,119 Loss before income taxes ( 8,575 ) ( 11,210 ) ( 16,857 ) ( 22,943 ) Provision for (benefit from) income taxes 5,271 ( 292 ) 3,507 ( 500 ) Net loss from continuing operations ( 13,846 ) ( 10,918 ) ( 20,364 ) ( 22,443 ) Net income from discontinued operations, net of income taxes 5,548 4,840 16,950 16,342 Net loss ( 8,298 ) ( 6,078 ) ( 3,414 ) ( 6,101 ) Net loss from continuing operations attributable to non-controlling interest ( 2,416 ) ( 2,392 ) ( 3,944 ) ( 5,702 ) Net income from discontinued operations attributable to non-controlling interest 1,663 1,469 5,099 4,960 Net (loss) income attributable to non-controlling interest ( 753 ) ( 923 ) 1,155 ( 742 ) Net loss from continuing operations attributable to i3 Verticals, Inc. ( 11,430 ) ( 8,526 ) ( 16,420 ) ( 16,741 ) Net income from discontinued operations attributable to i3 Verticals, Inc. 3,885 3,371 11,851 11,382 Net loss attributable to i3 Verticals, Inc. $ ( 7,545 ) $ ( 5,155 ) $ ( 4,569 ) $ ( 5,359 ) Net loss per share attributable to Class A common stockholders from continuing operations: Basic $ ( 0.49 ) $ ( 0.37 ) $ ( 0.70 ) $ ( 0.72 ) Diluted $ ( 0.49 ) $ ( 0.37 ) $ ( 0.70 ) $ ( 0.72 ) Net income per share attributable to Class A common stockholders from discontinued operations: Basic $ 0.17 $ 0.15 $ 0.51 $ 0.49 Diluted $ 0.15 $ 0.13 $ 0.46 $ 0.44 Net loss per share attributable to Class A common stockholders: Basic and diluted $ ( 0.32 ) $ ( 0.22 ) $ ( 0.20 ) $ ( 0.23 ) Weighted average shares of Class A common stock outstanding: Basic 23,420,811 23,179,638 23,339,598 23,104,212 Diluted, for continuing operations 23,420,811 23,179,638 23,339,598 23,104,212 Diluted, for discontinued operations 33,707,331 33,845,584 33,781,826 33,956,879 See Notes to the Interim Condensed Consolidated Financial Statements 5 i3 Verticals, Inc. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) (In thousands, except share amounts) Class A Common Stock Class B Common Stock Additional Paid-In Capital Retained Earnings (Deficit) Non-Controlling Interest Total Equity Shares Amount Shares Amount Balance at September 30, 2023 23,253,272 $ 2 10,093,394 $ 1 $ 249,688 $ ( 12,944 ) $ 91,549 $ 328,296 Equity-based compensation — — — — 6,508 — — 6,508 Net income — — — — — 1,098 438 1,536 Exercise of equity-based awards 25,898 — — — ( 10 ) — — ( 10 ) Sale of exchangeable note hedges — — — — 1,483 — — 1,483 Repurchases of warrants — — — — ( 657 ) — — ( 657 ) Allocation of equity to non-controlling interests — — — — ( 2,450 ) — 2,450 — Balance at December 31, 2023 23,279,170 2 10,093,394 1 254,562 ( 11,846 ) 94,437 337,156 Equity-based compensation — — — — 5,777 — — 5,777 Net income — — — — — 1,878 1,470 3,348 Redemption of common units in i3 Verticals, LLC 40,718 — ( 40,718 ) — 384 — ( 384 ) — Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis — — — — 42 — — 42 Exercise or release of equity-based awards 96,630 — — — ( 223 ) — — ( 223 ) Allocation of equity to non-controlling interests — — — — ( 1,300 ) — 1,300 — Balance at March 31, 2024 23,416,518 2 10,052,676 1 259,242 ( 9,968 ) 96,823 346,100 Equity-based compensation — — — — 5,102 — — 5,102 Net loss — — — — — ( 7,545 ) ( 753 ) ( 8,298 ) Distributions to non-controlling interest holders — — — — — — ( 839 ) ( 839 ) Redemption of common units in i3 Verticals, LLC 20,000 — ( 20,000 ) — 192 — ( 192 ) — Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis — — — — 4,300 — — 4,300 Exercise of equity-based awards 6,180 — — — ( 450 ) — — ( 450 ) Allocation of equity to non-controlling interests — — — — ( 1,210 ) — 1,210 — Balance at June 30, 2024 23,442,698 $ 2 10,032,676 $ 1 $ 267,176 $ ( 17,513 ) $ 96,249 $ 345,915 See Notes to the Interim Condensed Consolidated Financial Statements 6 i3 Verticals, Inc. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) (CONTINUED) (In thousands, except share amounts) Class A Common Stock Class B Common Stock Additional Paid-In Capital Retained Earnings (Deficit) Non-Controlling Interest Total Equity Shares Amount Shares Amount Balance at September 30, 2022 22,986,448 $ 2 10,118,142 $ 1 $ 241,958 $ ( 23,582 ) $ 89,309 $ 307,688 Adoption of ASU 2020-06 — — — — ( 23,382 ) 11,449 — ( 11,933 ) Equity-based compensation — — — — 6,846 — — 6,846 Net (loss) income — — — — — ( 240 ) 409 169 Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis — — — — 685 — — 685 Exercise of equity-based awards 24,745 — — — 3 — — 3 Allocation of equity to non-controlling interests — — — — 1,906 — ( 1,906 ) — Balance at December 31, 2022 23,011,193 2 10,118,142 1 228,016 ( 12,373 ) 87,812 303,458 Equity-based compensation — — — — 6,802 — — 6,802 Net loss — — — — — 36 ( 228 ) ( 192 ) Redemption of common units in i3 Verticals, LLC 9,924 — ( 9,924 ) — 86 — ( 86 ) — Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis — — — — 349 — — 349 Exercise of equity-based awards 64,443 — — — ( 606 ) — — ( 606 ) Allocation of equity to non-controlling interests — — — — ( 2,205 ) — 2,205 — Issuance of Class A common stock under the 2020 Inducement Plan 82,170 — — — 2,000 — — 2,000 Balance at March 31, 2023 23,167,730 2 10,108,218 1 234,442 ( 12,337 ) 89,703 311,811 Equity-based compensation — — — — 7,198 — — 7,198 Net loss — — — — — ( 5,155 ) ( 923 ) ( 6,078 ) Exercise of equity-based awards 25,717 — — — 11 — — 11 Allocation of equity to non-controlling interests — — — — ( 1,734 ) — 1,734 — Balance at June 30, 2023 23,193,447 $ 2 10,108,218 $ 1 $ 239,917 $ ( 17,492 ) $ 90,514 $ 312,942 See Notes to the Interim Condensed Consolidated Financial Statements 7 i3 Verticals, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Nine months ended June 30, 2024 2023 Cash flows from operating activities: Net loss $ ( 3,414 ) $ ( 6,101 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 29,865 26,849 Equity-based compensation 17,387 20,846 Amortization of debt issuance costs 897 1,312 Gain on repurchase of exchangeable notes ( 2,397 ) — Loss on sale of exchangeable senior note hedges 245 — Gain on repurchases of warrants ( 105 ) — Provision for deferred income taxes 4,078 1,860 Non-cash lease expense 3,534 3,464 Changes in non-cash contingent consideration expense from original estimate ( 545 ) 9,905 Other non-cash adjustments to net income 793 946 Changes in operating assets: Accounts receivable 7,574 2,961 Prepaid expenses and other current assets ( 1,398 ) ( 200 ) Other assets ( 1,076 ) ( 980 ) Changes in operating liabilities: Accounts payable ( 415 ) ( 1,111 ) Accrued expenses and other current liabilities ( 6,718 ) ( 1,548 ) Acquisition escrow obligations ( 1,820 ) ( 8,370 ) Deferred revenue ( 3,141 ) ( 9,319 ) Operating lease liabilities ( 3,510 ) ( 3,339 ) Other long-term liabilities ( 2 ) 2 Contingent consideration paid in excess of original estimates ( 6,566 ) ( 10,807 ) Net cash provided by operating activities 33,266 26,370 Cash flows from investing activities: Expenditures for property and equipment ( 2,434 ) ( 3,110 ) Proceeds from sale of property and equipment 618 — Expenditures for capitalized software ( 9,223 ) ( 8,914 ) Purchases of merchant portfolios and residual buyouts ( 4,585 ) ( 462 ) Acquisitions of businesses, net of cash and restricted cash acquired ( 1,100 ) ( 101,997 ) Payments for other investing activities ( 39 ) ( 1,227 ) Proceeds from other investing activities 8 295 Net cash used in investing activities ( 16,755 ) ( 115,415 ) See Notes to the Interim Condensed Consolidated Financial Statements 8 i3 Verticals, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED) (In thousands) Nine months ended June 30, 2024 2023 Cash flows from financing activities: Proceeds from revolving credit facility 296,043 310,436 Payments on revolving credit facility ( 217,149 ) ( 222,055 ) Payments for repurchase of exchangeable notes ( 87,840 ) — Proceeds from sale of exchangeable senior note hedges 1,238 — Payments for repurchases of warrants ( 552 ) — Payments of debt issuance costs ( 906 ) ( 694 ) Net (payments for) proceeds from settlement obligations (1) ( 3,518 ) 3,253 Cash paid for contingent consideration ( 760 ) ( 4,835 ) Payments for required distributions to members for tax obligations ( 1,117 ) — Proceeds from stock option exercises 25 154 Payments for employee's tax withholdings from net settled stock option exercises and RSU releases ( 679 ) ( 777 ) Net cash (used in) provided by financing activities ( 15,215 ) 85,482 Net increase (decrease) in cash, cash equivalents and restricted cash 1,296 ( 3,563 ) Cash, cash equivalents and restricted cash at beginning of period 12,400 23,765 Cash, cash equivalents and restricted cash at end of period $ 13,696 $ 20,202 Supplemental disclosure of cash flow information: Cash paid for interest $ 21,773 $ 14,488 Cash paid for income taxes $ 6,984 $ 1,931 _________________________________________ 1. Refer to Note 3 for discussion of the change in the current period presentation. The following tables provide reconciliations of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to that shown in the condensed consolidated statements of cash flows: September 30, 2023 2022 Beginning balance Cash and cash equivalents $ 3,112 $ 3,490 Settlement assets 4,873 7,540 Restricted cash 4,415 12,735 Total cash, cash equivalents, and restricted cash $ 12,400 $ 23,765 June 30, 2024 2023 Ending balance Cash and cash equivalents $ 9,745 $ 5,043 Settlement assets 1,355 10,793 Restricted cash 2,596 4,366 Total cash, cash equivalents, and restricted cash $ 13,696 $ 20,202 See Notes to the Interim Condensed Consolidated Financial Statements 9 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 1. ORGANIZATION AND OPERATIONS i3 Verticals, Inc. (the “Company”) was formed as a Delaware corporation on January 17, 2018. The Company was formed for the purpose of completing an initial public offering (“IPO”) of its Class A common stock and other related transactions in order to carry on the business of i3 Verticals, LLC and its subsidiaries. i3 Verticals, LLC was founded in 2012 and delivers seamlessly integrated software and payment solutions to customers in strategic vertical markets. The Company’s headquarters are located in Nashville, Tennessee, with operations throughout the United States. Unless the context otherwise requires, references to “we,” “us,” “our,” “i3 Verticals” and the “Company” refer to i3 Verticals, Inc. and its subsidiaries, including i3 Verticals, LLC. In connection with the IPO, the Company completed certain reorganization transactions, which, among other things, resulted in i3 Verticals, Inc. being the sole managing member of i3 Verticals, LLC (the “Reorganization Transactions”). Following the completion of the IPO and Reorganization Transactions, the Company is a holding company and the principal asset that it owns are the common units of i3 Verticals, LLC. i3 Verticals, Inc. operates and controls all of i3 Verticals, LLC's operations and, through i3 Verticals, LLC and its subsidiaries, conducts i3 Verticals, LLC's business. i3 Verticals, Inc. has a majority economic interest in i3 Verticals, LLC. As the sole managing member of i3 Verticals, LLC, i3 Verticals, Inc. consolidates the financial results of i3 Verticals, LLC and reports a non-controlling interest representing the Common Units of i3 Verticals, LLC held by owners other than i3 Verticals, Inc. (the “Continuing Equity Owners”). 2. DISCONTINUED OPERATIONS During the three months ended June 30, 2024, the Company made the strategic decision to discontinue a significant segment of its operations constituting its Merchant Services Business (as defined below). In this regard, on June 26, 2024, i3 Verticals, Inc., i3 Verticals, LLC and i3 Holdings Sub, Inc., a wholly-owned subsidiary of i3 Verticals, LLC, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Payroc Buyer, LLC ("Payroc") and Payroc WorldAccess LLC. Pursuant to the terms of the Purchase Agreement, Payroc would purchase the equity interests of certain direct and indirect wholly-owned subsidiaries of i3 Verticals, LLC and i3 Holdings Sub, Inc. (such wholly-owned subsidiaries, the "Acquired Entities") comprising the Merchant Services segment as well as certain non-core assets within the Company's Software and Services segment related to the Non-profit and Property Management vertical markets, including its associated proprietary technology (collectively, the "Merchant Services Business"), after giving effect to the contribution of certain assets (the "Contribution") and the assignment of certain liabilities associated with the Merchant Services Business from i3 Verticals, LLC and certain affiliates thereof to the Acquired Entities pursuant to a contribution agreement to be entered into immediately prior to the closing of the transactions pursuant to the Purchase Agreement (such transactions, collectively, the "Transactions"). The purchase price payable by Payroc to the Company for the equity interests of the Merchant Services Business would be $ 440,000 (the “Purchase Price”), payable in cash upon the closing of the Transactions, subject to adjustments for closing net working capital and other purchase price adjustments provided in the Purchase Agreement. The closing of the Transactions is subject to certain closing conditions set forth in the Purchase Agreement, including the expiration or termination of the waiting period applicable to the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Waiting Period"), the absence of certain legal impediments, the accuracy of the representations of the other party (subject to certain materiality qualifiers specified in the Purchase Agreement), the compliance by the other party of its covenants under the Purchase Agreement in all material respects, and, in the case of Payroc's closing obligations, the delivery by the Company of certain consents associated with the Merchant Services Business and the absence of any material adverse effect with respect to the Merchant Services Business. The HSR Waiting Period expired on August 5, 2024. The consummation of the sale is expected to occur during the three months ending September 30, 2024. As a result of the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, certain assets and liabilities of the Merchant Services Business met the held for sale criteria and the 10 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) disposal group also met the criteria for discontinued operations reporting as of June 30, 2024. As such, the financial results and related assets and liabilities of this discontinued segment have been presented separately from continuing operations in the accompanying unaudited condensed consolidated financial statements. The Company evaluated the disposal group for possible impairment and determined that it was more likely than not that the fair value of the reporting unit exceeded carrying value based on the purchase price of the Transactions less estimated incremental costs to sell. As such, the Company expects to record a gain on the sale upon closing of the Transactions. In connection with the closing of the Transactions, the Company will enter into a Transition Services Agreement, pursuant to which, among other things, the Company or affiliates thereof will provide certain information technology and operational transition services to Payroc for a period of time after the closing, and a Processing Services Agreement with Payroc, pursuant to which the parties will provide certain payment processing services to customers of each party following the closing in accordance with the terms thereof. Aggregate costs incurred related to the Transactions during the nine months ended June 30, 2024 were approximately $ 2,626 and were expensed as incurred. These costs include fees for third-party advisory, consulting, legal and professional services, as well as other items associated with the Transactions that are incremental in nature. The expenses are reflected within selling, general and administrative expenses within the Company's condensed consolidated statements of operations. The following table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations of the Merchant Services Business: June 30, September 30, 2024 2023 Assets Current assets Cash and cash equivalents $ — $ 7 Accounts receivable, net 16,158 14,325 Prepaid expenses and other current assets 2,510 2,937 Total current assets 18,668 17,269 Property and equipment, net 1,942 2,249 Restricted cash 200 200 Capitalized software, net 4,026 4,520 Goodwill 141,580 141,580 Intangible assets, net 62,276 63,803 Operating lease right-of-use assets 3,047 2,107 Other assets 5,263 4,895 Total assets $ 237,002 $ 236,623 Liabilities and equity Liabilities Current liabilities Accounts payable $ 4,712 $ 4,695 Accrued expenses and other current liabilities 2,959 4,160 Deferred revenue 1,934 2,490 Current portion of operating lease liabilities 1,162 852 Total current liabilities 10,767 12,197 Operating lease liabilities, less current portion 2,017 1,465 Other long-term liabilities 1,169 1,065 Total liabilities $ 13,953 $ 14,727 11 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) The financial results of the Merchant Services Business are presented as income from discontinued operations, net of income taxes on the Company’s consolidated statements of operations. The following table presents financial results of Merchant Services Business for the three and nine months ended June 30, 2024 and 2023: Three months ended June 30, Nine months ended June 30, 2024 2023 2024 2023 Revenue $ 38,383 $ 36,671 $ 111,893 $ 105,694 Operating expenses Other costs of services 18,116 16,588 50,902 48,259 Selling, general and administrative 10,305 10,381 31,484 31,123 Depreciation and amortization 3,088 2,493 8,649 7,560 Change in fair value of contingent consideration — — — 14 Total operating expenses 31,509 29,462 91,035 86,956 Income from operations 6,874 7,209 20,858 18,738 Interest expense, net — — 56 — Pretax income from discontinued operations 6,874 7,209 20,802 18,738 Provision for income taxes 1,326 2,369 3,852 2,396 Net income from discontinued operations 5,548 4,840 16,950 16,342 Net income from discontinued operations attributed to non-controlling interest 1,663 1,469 5,099 4,960 Net income from discontinued operations attributable to i3 Verticals, Inc. 3,885 3,371 11,851 11,382 The Company has elected to not separately disclose discontinued operations on its condensed consolidated statement of cash flows. The following table presents cash flows from discontinued operations for major captions on the condensed consolidated financial statements: Nine months ended June 30, 2024 2023 Depreciation and amortization $ 8,649 $ 7,560 Equity-based compensation $ 2,576 $ 3,062 Non-cash lease expense $ 803 $ 774 Contingent consideration paid in excess of original estimates $ — $ ( 3,211 ) Expenditures for property and equipment $ ( 626 ) $ ( 1,136 ) Expenditures for capitalized software $ ( 817 ) $ ( 1,101 ) Purchases of merchant portfolios and residual buyouts $ ( 4,585 ) $ ( 462 ) Acquisitions of businesses, net of cash and restricted cash acquired $ — $ ( 4,497 ) Right-of-use assets obtained in exchange for operating lease obligations $ 1,739 $ 785 12 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the reporting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for fair presentation of the unaudited condensed consolidated financial statements of the Company and its subsidiaries as of June 30, 2024 and for the three and nine months ended June 30, 2024 and 2023. The results of operations for the three and nine months ended June 30, 2024 and 2023 are not necessarily indicative of the operating results for the full year. As permitted by the rules and regulations of the SEC, certain information and disclosures otherwise included in the notes to the consolidated financial statements have been condensed or omitted from the summary of significant accounting policies. The Company believes the disclosures are adequate to make the information presented not misleading. It is recommended that these interim condensed consolidated financial statements be read in conjunction with the Company's consolidated financial statements and related footnotes for the years ended September 30, 2023 and 2022, included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023 filed with the SEC on November 22, 2023. Principles of Consolidation These interim condensed consolidated financial statements include the accounts of the Company and its subsidiary companies. All intercompany accounts and transactions have been eliminated in consolidation. Restricted Cash Restricted cash represents funds held in escrow related to acquisitions or held-on-deposit with processing banks pursuant to agreements to cover potential merchant losses. It is presented as long-term assets on the accompanying condensed consolidated balance sheets since the related agreements extend beyond the next twelve months. Following the adoption of Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows: Restricted Cash (Topic 230), the Company includes restricted cash along with the cash and cash equivalents balance for presentation in the consolidated statements of cash flows. Settlement Assets and Obligations Settlement assets and obligations result when funds are temporarily held or owed by the Company on behalf of merchants, consumers, schools, and other institutions. Timing differences, interchange expenses, merchant reserves and exceptional items cause differences between the amount received from the card networks and the amount funded to counterparties. These balances arising in the settlement process are reflected as settlement assets and obligations on the accompanying consolidated balance sheets. With the exception of merchant reserves, settlement assets or settlement obligations are generally collected and paid within one to four days . Settlement assets and settlement obligations were both $ 1,355 as of June 30, 2024 and $ 4,873 as of September 30, 2023, respectively. Reclassifications Certain prior period amounts have been reclassified in order to conform with the current period presentation. These reclassifications have no impact on the Company’s previously reported consolidated net income (loss). Discontinued operations The results of operations for the Company's Merchant Services Business have been reclassified as discontinued operations for all periods presented in the condensed consolidated statements of operations. Assets 13 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) and liabilities subject to the sale of the Merchant Services Business have been reclassified as held for sale for all periods presented in the condensed consolidated balance sheets. Refer to Note 2 for additional information. Change in presentation During the second quarter of 2024, the Company elected to change its presentation of cash flows associated with "Settlement obligations" from operating activities to financing actives within the Condensed Consolidated Statements of Cash Flows. Comparative amounts have been reclassified to conform to the current period presentation. This change has no impact on the Condensed Consolidated Balance Sheet, Condensed Consolidated Statements of Operations or Condensed Consolidated Statement of Changes in Equity. The following tables present the effects of the change in presentation within the Condensed Consolidated Statements of Cash Flows: For the Nine Months Ended June 30, 2024 As Previously Reported Adjustment As Adjusted Cash flows from operating activities: Settlement obligations ( 3,518 ) 3,518 — Net cash provided by operating activities 29,748 3,518 33,266 Cash flows from financing activities: Net payments for settlement obligations — ( 3,518 ) ( 3,518 ) Net cash used in financing activities ( 11,697 ) ( 3,518 ) ( 15,215 ) For the Nine Months Ended June 30, 2023 As Previously Reported Adjustment As Adjusted Cash flows from operating activities: Settlement obligations 3,253 ( 3,253 ) — Net cash provided by operating activities 29,623 ( 3,253 ) 26,370 Cash flows from financing activities: Net proceeds from settlement obligations — 3,253 3,253 Net cash provided by financing activities 82,229 3,253 85,482 Inventories Inventories consist of point-of-sale equipment to be sold to customers and are stated at the lower of cost, determined on a weighted average or specific basis, or net realizable value. Inventories were $ 2,254 and $ 2,038 at June 30, 2024 and September 30, 2023, respectively, and are included within prepaid expenses and other current assets on the accompanying condensed consolidated balance sheets. In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, $ 1,886 and $ 2,100 at June 30, 2024 and September 30, 2023, respectively, of the Company's inventories were classified as "Assets held for sale" in the accompanying condensed consolidated balance sheets and were not included in these amounts. 14 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) Acquisitions Business acquisitions have been recorded using the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), and, accordingly, the purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair value as of the date of acquisition. Where relevant, the fair value of contingent consideration included in an acquisition is calculated using a Monte Carlo simulation. The fair value of merchant relationships and non-compete assets acquired is identified using the Income Approach. The fair values of trade names and internally-developed software acquired are identified using the Relief from Royalty Method. After the purchase price has been allocated, goodwill is recorded to the extent the total consideration paid for the acquisition, including the acquisition date fair value of contingent consideration, if any, exceeds the sum of the fair values of the separately identifiable acquired assets and assumed liabilities. Acquisition costs for business combinations are expensed when incurred and recorded in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. Acquisitions not meeting the accounting criteria to be accounted for as a business combination are accounted for as an asset acquisition. An asset acquisition is recorded at its purchase price, inclusive of acquisition costs, which is allocated among the acquired assets and assumed liabilities based upon their relative fair values at the date of acquisition. Leases The Company adopted ASU 2016-02, Leases, on October 1, 2020, using the optional modified retrospective method under which the prior period financial statements were not restated for the new guidance. The Company elected the accounting policy practical expedients for all classes of underlying assets to (i) combine associated lease and non-lease components in a lease arrangement as a combined lease component and (ii) exclude recording short-term leases as right-of-use assets on the condensed consolidated balance sheets. At contract inception the Company determines whether an arrangement is, or contains a lease, and for each identified lease, evaluates the classification as operating or financing. Leased assets and obligations are recognized at the lease commencement date based on the present value of fixed lease payments to be made over the term of the lease. Renewal and termination options are factored into determination of the lease term only if the option is reasonably certain to be exercised. The Company’s leases do not provide a readily determinable implicit interest rate and the Company uses its incremental borrowing rate to measure the lease liability and corresponding right-of-use asset. The incremental borrowing rate is a fully collateralized rate that considers the Company’s credit rating, market conditions and the term of the lease. The Company accounts for all components in a lease arrangement as a single combined lease component. Operating lease cost is recognized on a straight-line basis over the lease term. Total lease costs include variable lease costs, which are primarily comprised of the consumer price index adjustments and other changes based on rates, such as costs of insurance and property taxes. Variable payments are expensed in the period incurred and not included in the measurement of lease assets and obligations. Revenue Recognition and Deferred Revenue Revenue is recognized as each performance obligation is satisfied, in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company accrues for rights of refund, processing errors or penalties, or other related allowances based on historical experience. The Company utilized the portfolio approach practical expedient within ASC 606-10-10-4 Revenue from Contracts with Customers—Objectives and the significant financing component practical expedient within ASC 606-10-32-18 Revenue from Contracts with Customers—The Existence of a Significant Financing Component in the Contract in performing the analysis. 15 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) The Company's revenue from continuing operations for the nine months ended June 30, 2024 and 2023 is derived from the following sources: • Software and related services — Includes sales of software as a service, transaction-based fees, ongoing software maintenance and support, software licenses and other professional services related to our software offerings • Payments — Includes volume-based payment processing fees (“discount fees”), gateway fees and other related fixed transaction or service fees • Other — Includes sales of equipment, non-software related professional services and other revenues Revenues from sales of the Company’s software are recognized when the related performance obligations are satisfied. Sales of software licenses are categorized into one of two categories of intellectual property in accordance with ASC 606, functional or symbolic. The key distinction is whether the license represents a right to use (functional) or a right to access (symbolic) intellectual property. The Company generates sales of one-time software licenses, which is functional intellectual property. Revenue from functional intellectual property is recognized at a point in time, when delivered to the customer. The Company also offers access to its software under software-as-a-service (“SaaS”) arrangements, which represent services arrangements. Revenue from SaaS arrangements is recognized over time, over the term of the agreement. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed or a specified per transaction amount. The Company frequently enters into agreements with customers under which the customer engages the Company to provide both payment authorization services and transaction settlement services for all of the cardholder transactions of the customer, regardless of which issuing bank and card network to which the transaction relates. The Company’s core performance obligations are to stand ready to provide continuous access to the Company’s payment authorization services and transaction settlement services in order to be able to process as many transactions as its customers require on a daily basis over the contract term. These services are stand ready obligations, as the timing and quantity of transactions to be processed is not determinable. Under a stand-ready obligation, the Company’s performance obligation is defined by each time increment rather than by the underlying activities satisfied over time based on days elapsed. Because the service of standing ready is substantially the same each day and has the same pattern of transfer to the customer, the Company has determined that its stand-ready performance obligation comprises a series of distinct days of service. Discount fees are recognized each day based on the volume or transaction count at the time the merchants’ transactions are processed. The Company follows the requirements of ASC 606-10-55 Revenue from Contracts with Customers—Principal versus Agent Considerations , which states that the determination of whether a company should recognize revenue based on the gross amount billed to a customer or the net amount retained is a matter of judgment that depends on the facts and circumstances of the arrangement. The determination of gross versus net recognition of revenue requires judgment that depends on whether the Company controls the good or service before it is transferred to the merchant or whether the Company is acting as an agent of a third party. The assessment is provided separately for each performance obligation identified. Under its agreements, the Company incurs interchange and network pass-through charges from the third-party card issuers and card networks, respectively, related to the provision of payment authorization services. The Company has determined that it is acting as an agent with respect to these payment authorization services, based on the following factors: (1) the Company has no discretion over which card issuing bank will be used to process a transaction and is unable to direct the activity of the merchant to another card issuing bank, and (2) interchange and card network rates are pre-established by the card issuers or card networks, and the Company has no latitude in determining these fees. Therefore, revenue allocated to the payment authorization performance obligation is presented net of interchange and card network fees paid to the card issuing banks and card networks, respectively, for the nine months ended June 30, 2024 and 2023. 16 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) With regards to the Company's discount fees, generally, where the Company has control over merchant pricing, merchant portability, credit risk and ultimate responsibility for the merchant relationship, revenues are reported at the time of sale equal to the full amount of the discount charged to the merchant, less interchange and network fees. Revenues generated from merchant portfolios where the Company does not have control over merchant pricing, liability for merchant losses or credit risk or rights of portability are reported net of interchange and network fees as well as third-party processing costs directly attributable to processing and bank sponsorship costs. Revenues are also derived from a variety of transaction fees, which are charged for accessing our payment and software solutions, and fees for other miscellaneous services. Revenues derived from such fees are recognized at the time the transactions occur and when there are no further performance obligations. Revenue from the sale of equipment, is recognized upon transfer of ownership to the customer, after which there are no further performance obligations. Arrangements may contain multiple performance obligations, such as payment authorization services, transaction settlement services, hardware, software products, maintenance, and professional installation and training services. Revenues are allocated to each performance obligation based on the standalone selling price of each good or service. The selling price for a deliverable is based on standalone selling price, if available, the adjusted market assessment approach, estimated cost plus margin approach, or residual approach. The Company establishes estimated selling price, based on the judgment of the Company's management, considering internal factors such as margin objectives, pricing practices and controls, customer segment pricing strategies and the product life cycle. In arrangements with multiple performance obligations, the Company determines allocation of the transaction price at inception of the arrangement and uses the standalone selling prices for the majority of the Company's revenue recognition. Revenues from sales of the Company ’ s combined hardware and software element are recognized when each performance obligation has been satisfied which has been determined to be upon the delivery of the product. Revenues derived from service fees are recognized at the time the services are performed and there are no further performance obligations. The Company’s professional services, including training, installation, and repair services are recognized as revenue as these services are performed. The tables below present a disaggregation of the Company's revenue from contracts with customers by product for continuing operations. In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, the revenues relates to the Acquired Entities were classified as "discontinued operations" in the accompanying condensed consolidated statement of operations and were not included in these amounts. The Company's products are defined as follows: • Software and related services — Includes SaaS, transaction-based fees, ongoing software maintenance and support, software licenses and other professional services related to our software offerings • Payments — Includes discount fees and other related fixed transaction or service fees • Other — Includes sales of equipment, non-software related professional services and other revenues For the Three Months Ended June 30, 2024 For the Three Months Ended June 30, 2023 Software and related services revenue $ 41,419 $ 43,696 Payments revenue 11,867 10,895 Other revenue 2,751 2,669 Total revenue $ 56,037 $ 57,260 17 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) For the Nine Months Ended June 30, 2024 For the Nine Months Ended June 30, 2023 Software and related services revenue $ 123,419 $ 125,421 Payments revenue 38,116 35,320 Other revenue 7,524 7,397 Total revenue $ 169,059 $ 168,138 The tables below present a disaggregation of the Company's revenue from contracts with customers from continuing operations by timing of transfer of goods or services. The Company's revenue included in each category are defined as follows: • Revenue earned over time — Includes discount fees, sales of SaaS, ongoing support or other stand-ready obligations and professional services • Revenue earned at a point in time — Includes point in time service fees that are not stand-ready obligations, software licenses sold as functional intellectual property and other equipment For the Three Months Ended June 30, 2024 For the Three Months Ended June 30, 2023 Revenue earned over time $ 52,809 $ 52,919 Revenue earned at a point in time 3,228 4,341 Total revenue $ 56,037 $ 57,260 For the Nine Months Ended June 30, 2024 For the Nine Months Ended June 30, 2023 Revenue earned over time $ 159,490 $ 154,816 Revenue earned at a point in time 9,569 13,322 Total revenue $ 169,059 $ 168,138 Contract Assets The Company bills for certain software and related services sales and fixed fee professional services upon pre-determined milestones in the contracts. Therefore, the Company may have contract assets other than trade accounts receivable for performance obligations that are partially completed, which would typically represent consulting services provided before a milestone is completed in a contract. Additionally, contract assets also include software licenses sold as a right to use license but paid for under a subscription model. Under this structure, the license revenue is recognized upfront while a portion of the revenue is unbilled. Unbilled amounts associated with these services are presented as accounts receivable as the Company has an unconditional right to payment for services performed. As of June 30, 2024 and September 30, 2023, the Company’s contract assets from contracts with customers was $ 8,558 and $ 15,131 , respectively. Contract Liabilities Deferred revenue represents amounts billed to customers by the Company for services contracts. Payment is typically collected at the start of the contract term. The initial prepaid contract agreement balance is deferred. The balance is then recognized as the services are provided over the contract term. Deferred revenue that is expected to be recognized as revenue within one year is recorded as short-term deferred revenue and the remaining portion is recorded as other long-term liabilities in the condensed consolidated balance sheets. The terms for 18 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) most of the Company's contracts with a deferred revenue component are one year. Substantially all of the Company's deferred revenue is anticipated to be recognized within the next year. The following tables present the changes in deferred revenue as of and for the nine months ended June 30, 2024 and 2023, respectively: Balance at September 30, 2023 $ 32,985 Deferral of revenue 19,156 Recognition of unearned revenue ( 14,681 ) Balance at December 31, 2023 37,460 Deferral of revenue 11,005 Recognition of unearned revenue ( 12,820 ) Balance at March 31, 2024 $ 35,645 Deferral of revenue 9,587 Recognition of unearned revenue ( 14,850 ) Balance at June 30, 2024 $ 30,382 Balance at September 30, 2022 $ 29,228 Deferral of revenue 18,649 Recognition of unearned revenue ( 12,954 ) Balance at December 31, 2022 34,923 Deferral of revenue 9,418 Recognition of unearned revenue ( 13,206 ) Balance at March 31, 2023 $ 31,135 Deferral of revenue 7,622 Recognition of unearned revenue ( 14,283 ) Balance at June 30, 2023 $ 24,474 Costs to Obtain and Fulfill a Contract The Company capitalizes incremental costs to obtain new contracts and contract renewals and amortizes these costs on a straight-line basis as an expense over the benefit period, which is generally the contract term, unless a commensurate payment is not expected at renewal. As of June 30, 2024 and September 30, 2023, the Company had $ 869 and $ 632 , respectively, of capitalized contract costs, which relates to commissions paid to employees and agents as well as other incentives given to customers to obtain new sales, included within “Other assets" on the condensed consolidated balance sheets. The Company recorded expense from continuing operations related to these costs of $ 24 and $ 64 for the three and nine months ended June 30, 2024, respectively and $ 13 and $ 33 for the three and nine months ended June 30, 2023. In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, $ 4,729 and $ 4,334 at June 30, 2024 and September 30, 2023, respectively, of the Company's capitalized contract costs were classified as "Assets held for sale" in the accompanying condensed consolidated balance sheets and were not included in these amounts. The Company expenses sales commissions as incurred for the Company's sales commission plans that are paid on recurring monthly revenues, portfolios of existing customers, or have a substantive stay requirement prior to payment. 19 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) Other Cost of Services Other costs of services include costs directly related to the Company's software and related services, such as hosting expenses. Additionally, other costs of services include costs directly attributable related to payment processing services such as processing and bank sponsorships. Losses resulting from chargebacks against a customer are included in other cost of services. Residual payments to our distribution partners and the cost of equipment sold is also included in cost of services. Other costs of services are recognized at the time the related revenue is recognized. The Company accounts for all governmental taxes associated with revenue transactions on a net basis. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, the value of purchase consideration paid and identifiable assets acquired and assumed in acquisitions, goodwill and intangible asset impairment review, determination of performance obligations for revenue recognition, loss reserves, assumptions used in the calculation of equity-based compensation and in the calculation of income taxes, and certain tax assets and liabilities as well as the related valuation allowances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 will provide improvements to the income tax disclosures primarily related to the income taxes paid and rate reconciliation, and how legislation changes may affect future capital allocation and cash flow forecasts. The amendment will improve the consistency in which companies provide tax information, and will further increase the transparency of related tax risks and operational opportunities. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company will not be required to adopt ASU 2023-09 until October 1, 2025. The Company is currently evaluating the impact of the adoption of ASU 2023-09 on the Company’s financial statement disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 improves interim disclosure requirements for segment reporting, including clarifications regarding the measure of profit and loss used to assess segment performance and the allocation of resources. Further, it enhances the disclosures for reporting segment expenses and will require the Company to report significant expenses regularly provided by the chief operating decision maker. The amendment will require companies to disclose a more granular level of information with regards to segment reporting to further enhance the transparency of what specified amounts are included within each segment. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will not be required to adopt ASU 2023-07 until October 1, 2024. The Company is currently evaluating the impact of the adoption of ASU 2023-07 on the Company’s financial statement disclosures. 20 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 4. ACQUISITIONS During the nine months ended June 30, 2024 and 2023, the Company acquired the following intangible assets and businesses: Business Combinations during the nine months ended June 30, 2024 During the nine months ended June 30, 2024 the Company completed the acquisition of a business to expand the Company’s software offerings. Total purchase consideration was $ 1,270 , including $ 1,100 in cash consideration, funded by proceeds from the Company's revolving credit facility, and $ 170 of contingent consideration. In connection with this acquisition, the Company allocated approximately $ 5 to property and equipment, approximately $ 40 to capitalized software, approximately $ 220 to customer relationships and the remainder, approximately $ 1,005 , to goodwill, all of which is deductible for tax purposes. Certain of the purchase price allocations assigned for this acquisition is considered preliminary as of June 30, 2024. The acquired customer relationships intangible assets have an estimated amortization periods of ten years . The acquired capitalized software have amortization periods of seven years . Acquisition-related costs for this acquisition amounted to approximately $ 8 and were expensed as incurred. Business Combinations during the year ended September 30, 2023 Purchase of Celtic Cross Holdings, Inc. and Celtic Systems Pvt. Ltd. During the nine months ended June 30, 2023, the Company completed the acquisition of Celtic Cross Holdings, Inc., in Scottsdale, Arizona and Celtic Systems Pvt. Ltd. in Vadodara, India (collectively "Celtic") to expand the Company’s software offerings in the Public Sector vertical. Celtic is within the Software and Services segment. Total purchase consideration consisted of $ 85,000 in cash consideration, funded by proceeds from the Company's revolving credit facility. The goodwill associated with the Celtic acquisition is deductible for tax purposes. The acquired customer relationships intangible assets has an estimated amortization period of eighteen years . The trade name and non-compete agreements associated with the acquisition have amortization periods of five years and three years , respectively. The weighted-average amortization period for all intangibles acquired is eighteen years . The acquired capitalized software has a weighted-average amortization period of ten years . Acquisition-related costs for this acquisition amounted to approximately $ 1,782 and were expensed as incurred. 21 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) Summary of Celtic Cross Holdings, Inc. and Celtic Systems Pvt. Ltd. The fair values assigned to certain assets and liabilities assumed, as of the acquisition date, were as follows: Accounts receivable $ 7,660 Prepaid expenses and other current assets 103 Property and equipment 5,233 Capitalized software 12,600 Customer relationships 33,800 Non-compete agreements 200 Trade name 600 Goodwill 43,899 Total assets acquired 104,095 Accounts payable 9 Accrued expenses and other current liabilities 3,182 Deferred revenue, current 2,741 Other long-term liabilities 13,162 Net assets acquired $ 85,001 Other Business Combinations during the year ended September 30, 2023 The Company completed the acquisition of two other businesses to expand the Company's software offerings. The total purchase consideration was $ 19,757 , including $ 16,997 in cash consideration, funded by proceeds from the Company's revolving credit facility, $ 2,000 of the Company's Class A Common Stock, and $ 760 contingent consideration. In connection with this acquisition, the Company allocated approximately $ 159 of the consideration to net working capital, approximately $ 374 to property and equipment, approximately $ 670 to capitalized software, approximately $ 8,400 to customer relationships, approximately $ 100 to trade names, and the remainder, approximately $ 12,229 , to goodwill, of which $ 2,864 is deductible for tax purposes, and approximately $ 2,178 to other long-term liabilities. Certain of the purchase price allocations assigned for one of these acquisitions is considered preliminary as of June 30, 2024. The acquired capital software and customer relationships intangible asset have estimated amortization periods of seven to eight years and ten to fifteen years , respectively. 22 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS A summary of the Company's prepaid expenses and other current assets as of June 30, 2024 and September 30, 2023 is as follows: June 30, September 30, 2024 2023 Inventory $ 2,254 $ 2,038 Prepaid licenses 2,897 3,107 Prepaid insurance 469 682 Notes receivable — current portion 195 4 Other current assets 5,464 3,681 Prepaid expenses and other current assets (1) $ 11,279 $ 9,512 __________________________ 1. In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, $ 2,510 and $ 2,937 at June 30, 2024 and September 30, 2023, respectively, of the Company's prepaid expenses and other current assets were classified as "Assets held for sale" in the accompanying condensed consolidated balance sheets and were not included in these amounts. 6. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill are as follows: Total Balance at September 30, 2023 (1) $ 267,983 Goodwill attributable to preliminary purchase price adjustments and acquisitions during the nine months ended June 30, 2024 1,209 Balance at June 30, 2024 (1) $ 269,192 __________________________ 1. In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, $ 141,580 at both June 30, 2024 and September 30, 2023 of the Company's goodwill was classified as "Assets held for sale" in the accompanying condensed consolidated balance sheets and were not included in these amounts. 23 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) Intangible assets consisted of the following as of June 30, 2024: Cost Accumulated Amortization Carrying Value Amortization Life and Method Finite-lived intangible assets: Customer relationships $ 187,920 $ ( 35,924 ) $ 151,996 9 to 25 years – accelerated or straight-line Non-compete agreements 298 ( 171 ) 127 3 to 6 years – straight-line Website and brand development costs 7 ( 4 ) 3 3 to 4 years – straight-line Trade names 4,641 ( 2,745 ) 1,896 3 to 7 years – straight-line Total finite-lived intangible assets 192,866 ( 38,844 ) 154,022 Indefinite-lived intangible assets: Trademarks 17 — 17 Total identifiable intangible assets (1) $ 192,883 $ ( 38,844 ) $ 154,039 __________________________ 1. In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, $ 62,276 at June 30, 2024 of the Company's net identifiable intangible assets was classified as "Assets held for sale" in the accompanying condensed consolidated balance sheets and were not included in these amounts. Amortization expense from continuing operations for intangible assets amounted to $ 3,072 and $ 9,331 for the three and nine months ended June 30, 2024, respectively, and $ 3,227 and $ 9,561 for the three and nine months ended June 30, 2023, respectively. Based on net carrying amounts at June 30, 2024, the Company's estimate of future amortization expense for continuing operations for intangible assets are presented in the table below for fiscal years ending September 30: 2024 (three months remaining) $ 3,064 2025 12,249 2026 11,823 2027 11,406 2028 11,243 Thereafter 104,236 $ 154,022 24 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 7. ACCRUED EXPENSES AND OTHER LIABILITIES A summary of the Company's accrued expenses and other current liabilities as of June 30, 2024 and September 30, 2023 is as follows is as follows: June 30, September 30, 2024 2023 Accrued wages, bonuses, commissions and vacation $ 6,745 $ 6,888 Accrued interest 1,027 1,313 Accrued contingent consideration — current portion 427 6,825 Escrow liabilities 2,146 3,965 Customer deposits 724 380 Employee health self-insurance liability 976 823 Accrued interchange 1,197 1,991 Other current liabilities 9,585 11,395 Accrued expenses and other current liabilities (1) $ 22,827 $ 33,580 __________________________ 1. In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, $ 2,959 and $ 4,160 at June 30, 2024 and September 30, 2023, respectively, of the Company's accrued expenses and other current liabilities were classified as "Assets held for sale" in the accompanying condensed consolidated balance sheets and were not included in these amounts. A summary of the Company's long-term liabilities as of June 30, 2024 and September 30, 2023 is as follows: June 30, September 30, 2024 2023 Accrued contingent consideration — long-term portion $ 111 $ 1,414 Deferred tax liability — long-term 15,592 18,611 Other long-term liabilities 1,535 3,053 Total other long-term liabilities (1) $ 17,238 $ 23,078 __________________________ 1. In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, $ 1,169 and $ 1,065 at June 30, 2024 and September 30, 2023, respectively, of the Company's other long-term liabilities were classified as "Assets held for sale" in the accompanying condensed consolidated balance sheets and were not included in these amounts. 8. LONG-TERM DEBT, NET A summary of long-term debt, net as of June 30, 2024 and September 30, 2023 is as follows: June 30, September 30, Maturity 2024 2023 Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility May 8, 2028 $ 351,400 $ 272,505 1 % Exchangeable Senior Notes due 2025 February 15, 2025 26,223 117,000 Debt issuance costs, net ( 3,508 ) ( 4,424 ) Total long-term debt, net of issuance costs 374,115 385,081 Less current portion of long-term debt ( 26,223 ) — Long-term debt, net of current portion $ 347,892 $ 385,081 25 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 2020 Exchangeable Notes Offering On February 18, 2020, i3 Verticals, LLC issued $ 138,000 aggregate principal amount of 1.0 % Exchangeable Senior Notes due 2025 (the “Exchangeable Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company received approximately $ 132,762 in net proceeds from the sale of the Exchangeable Notes, as determined by deducting estimated offering expenses paid to third-parties from the aggregate principal amount. i3 Verticals, LLC issued the Exchangeable Notes pursuant to an Indenture, dated as of February 18, 2020, among i3 Verticals, LLC, the Company and U.S. Bank Trust Company National Association, as trustee (the “Indenture”). The Exchangeable Notes bear interest at a fixed rate of 1.00 % per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020. In accordance with the terms of the Indenture, beginning on August 15, 2024, the Exchangeable Notes may be exchanged at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Exchangeable Notes will mature on February 15, 2025, unless exchanged or repurchased at an earlier date. For a discussion of the terms of the Exchangeable Notes, refer to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023. Non-cash interest expense, including amortization of debt issuance costs, related to the Exchangeable Notes for the three and nine months ended June 30, 2024 was $ 61 and $ 420 , respectively and $ 241 and $ 701 for the three and nine months ended June 30, 2023. Total unamortized debt issuance costs related to the Exchangeable Notes were $ 154 and $ 1,501 as of June 30, 2024 and September 30, 2023, respectively. During fiscal year 2020, we repurchased $ 21,000 in aggregate principal amount of Exchangeable Notes in open market purchases. In addition, on December 21, 2023, i3 Verticals, LLC entered into agreements to repurchase an additional portion of its Exchangeable Notes pursuant to privately negotiated transactions with a limited number of holders of the Exchangeable Notes (the "Exchangeable Note Repurchases"). The repurchase payments were determined by the Company’s average stock price over the 15 trading-day measurement period ending January 16, 2024. The closing of the Exchangeable Note Repurchases occurred on January 18, 2024, and the Company paid $ 87,391 to repurchase $ 90,777 in aggregate principal amount of its Exchangeable Notes and to repay approximately $ 386 in accrued interest on the repurchased portion of the Exchangeable Notes. The Company wrote off $ 926 of debt issuance costs in connection with the repurchase transactions. These repurchases resulted in a decrease in the Company's total leverage ratio, and following the completion of the repurchases of these Exchangeable Notes, approximately $ 26,223 in aggregate principal amount of the Exchangeable Notes remained outstanding, with terms unchanged. The Company recorded a gain on retirement of debt of $ 2,397 due to the estimated acquisition price exceeding the net carrying amount of the repurchased portion of the Exchangeable Notes, adjusted for unamortized debt issuance costs and costs and third-party fees related to the transaction. As of June 30, 2024, the aggregate principal amount outstanding of the Exchangeable Notes was $ 26,223 . The estimated fair value of the Exchangeable Notes was $ 25,227 as of June 30, 2024. The estimated fair value of the Exchangeable Notes was determined through consideration of quoted market prices for similar instruments. The fair value is classified as Level 2, as defined in Note 11. Exchangeable Note Hedge Transactions On February 12, 2020, concurrently with the pricing of the Exchangeable Notes, and on February 13, 2020, concurrently with the exercise by the initial purchasers of their right to purchase additional Exchangeable Notes, i3 Verticals, LLC entered into exchangeable note hedge transactions with respect to Class A common stock (the 26 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) “Note Hedge Transactions”) with certain financial institutions (collectively, the “Counterparties”). The Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes, the same number of shares of Class A common stock that initially underlie the Exchangeable Notes in the aggregate and are exercisable upon exchange of the Exchangeable Notes. The Note Hedge Transactions are intended to reduce potential dilution to the Class A common stock upon any exchange of the Exchangeable Notes. The Note Hedge Transactions will expire upon the maturity of the Exchangeable Notes, if not earlier exercised. The Note Hedge Transactions are separate transactions, entered into by i3 Verticals, LLC with the Counterparties, and are not part of the terms of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with respect to the Note Hedge Transactions. i3 Verticals, LLC used approximately $ 28,676 of the net proceeds from the offering of the Exchangeable Notes (net of the premiums received for the warrant transactions described below) to pay the cost of the Note Hedge Transactions. The Note Hedge Transactions do not require separate accounting as a derivative as they meet a scope exception for certain contracts involving an entity's own equity. The premiums paid for the Note Hedge Transactions have been included as a net reduction to additional paid-in capital within stockholders' equity. In December 2023, i3 Verticals, LLC received $ 250 from the Counterparties to terminate the portion of the Note Hedge Transactions corresponding to the Exchangeable Notes that were repurchased in fiscal year 2020. Also in December 2023, i3 Verticals, LLC entered into agreements with the Counterparties to terminate the portion of the Note Hedge Transactions corresponding to the Exchangeable Note Repurchases. On January 18, 2024, in connection with the Exchangeable Note Repurchases, the Company and i3 Verticals, LLC terminated the corresponding portions of the Note Hedge Transactions ("Note Hedge Unwinds"), and i3 Verticals, LLC received $ 987 for the sale of the Note Hedge Unwinds and recorded a loss on the sale of the Note Hedge Unwinds of $ 245 . Warrant Transactions On February 12, 2020, concurrently with the pricing of the Exchangeable Notes, and on February 13, 2020, concurrently with the exercise by the initial purchasers of their right to purchase additional Exchangeable Notes, the Company entered into warrant transactions to sell to the Counterparties warrants (the “Warrants”) to acquire, subject to customary adjustments, up to initially 3,376,391 shares of Class A common stock in the aggregate at an initial exercise price of $ 62.88 per share. The Company offered and sold the Warrants in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Warrants will expire over a period beginning on May 15, 2025. The Warrants are separate transactions, entered into by the Company with the Counterparties, and are not part of the terms of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with respect to the Warrants. The Company received approximately $ 14,669 from the offering and sale of the Warrants. The Warrants do not require separate accounting as a derivative as they meet a scope exception for certain contracts involving an entity's own equity. The premiums paid for the Warrants have been included as a net increase to additional paid-in capital within stockholders' equity. In December 2023, the Company paid $ 119 to the Counterparties to terminate the portion of the Warrants corresponding to the Exchangeable Notes that were repurchased in fiscal year 2020. Also in December 2023, i3 Verticals, LLC entered into agreements with the Counterparties to terminate the portion of the Warrants corresponding to the Exchangeable Note Repurchases. On January 18, 2024, in connection with the Exchangeable Note Repurchases, the Company and i3 Verticals, LLC terminated the corresponding portions of the Warrants ("Warrant Unwinds"), and the Company paid $ 433 for the repurchase of the Warrant Unwinds and recorded a gain on the repurchase of the Warrant Unwinds of $ 105 . 2023 Senior Secured Revolving Credit Facility On May 8, 2023, i3 Verticals, LLC (the “Borrower”), entered into that certain Credit Agreement (as amended, the “2023 Senior Secured Credit Facility”) with the guarantors and lenders party thereto and JPMorgan Chase 27 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) Bank, N.A., as administrative agent (“JPMorgan”). The 2023 Senior Secured Credit Facility replaced the prior senior secured credit facility of the Company which was entered into on May 9, 2019 (the "Prior Senior Secured Credit Facility"). The 2023 Senior Secured Credit Facility provides for aggregate commitments of $ 450 million in the form of a senior secured revolving credit facility (the “Revolver”). In addition, on June 26, 2024, the Borrower entered into the first amendment to the 2023 Senior Secured Credit Facility (the “Amendment”). Among other things, the Amendment permitted the execution of the Purchase Agreement and the consummation of the sale of the Merchant Services Business. Certain provisions of the Amendment were effective as of the date of the Amendment, and certain other provisions are to be effective upon the closing of the sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement. The 2023 Senior Secured Credit Facility provides that the Borrower has the right to seek additional commitments to provide additional term loan facilities or additional revolving credit commitments in an aggregate principal amount up to, as of any date of determination, the sum of (i) the greater of $ 100 million and 100 % of the Borrower’s consolidated EBITDA (as defined in the 2023 Senior Secured Credit Facility) for the most recently completed four quarter period, plus (ii) the amount of certain prepayments of certain indebtedness, so long as, among other things, after giving pro forma effect to the incurrence of such additional borrowings and any related transactions, the Borrower’s consolidated interest coverage ratio (as defined in the 2023 Senior Secured Credit Facility) would not be less than 3.0 to 1.0 and the Borrower’s consolidated total net leverage ratio (as defined in the 2023 Senior Secured Credit Facility) would not exceed 5.0 to 1.0. As of June 30, 2024, the Borrower's consolidated interest coverage ratio was 3.5 x and total leverage ratio was 3.6 x. The provision of any such additional amounts under the additional term loan facilities or additional revolving credit commitments are subject to certain additional conditions and the receipt of certain additional commitments by existing or additional lenders. The lenders under the 2023 Senior Secured Credit Facility are not under any obligation to provide any such additional term loan facilities or revolving credit commitments. The proceeds of the Revolver, together with proceeds from any additional amounts under the additional term loan facilities or additional revolving credit commitments, may only be used by the Borrower to (i) finance working capital, capital expenditures and other lawful corporate purposes, (ii) finance permitted acquisitions (as defined in the 2023 Senior Secured Credit Facility) and (iii) to refinance certain existing indebtedness. Borrowings under the Revolver will be made, at the Borrower’s option, at the Adjusted Term SOFR rate or the base rate, plus, in each case, an applicable margin. The Adjusted Term SOFR rate will be the rate of interest per annum equal to the Term SOFR rate (based upon an interest period of one, three or six months), plus 0.10 %, plus an applicable margin of 2.00 % to 3.00 % ( 3.00 % at June 30, 2024). The Adjusted Term SOFR rate shall not be less than 0 % in any event. The base rate is a fluctuating rate of interest per annum equal to the highest of (a) the greater of the federal funds rate or the overnight bank funding rate, plus ½ of 1%, (b) Wall Street Journal prime rate and (c) the Adjusted Term SOFR rate for an interest period of one month, plus 1 %, plus an applicable margin of 1.00 % to 2.00 % ( 2.00 % at June 30, 2024). The base rate shall not be less than 1 % in any event. 28 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) The applicable margin is based upon the Borrower’s consolidated total net leverage ratio (as defined in the 2023 Senior Secured Credit Facility), as reflected in the schedule below: Consolidated Total Net Leverage Ratio Commitment Fee Letter of Credit Fee Term Benchmark Loans Base Rate Loans > 3.0 to 1.0 0.30 % 3.00 % 3.00 % 2.00 % > 2.5 to 1.0 but < 3.00 to 1.0 0.25 % 2.50 % 2.50 % 1.50 % > 2.0 to 1.0 but < 2.50 to 1.0 0.20 % 2.25 % 2.25 % 1.25 % < 2.0 to 1.0 0.15 % 2.00 % 2.00 % 1.00 % In addition to paying interest on outstanding principal under the Revolver, the Borrower will be required to pay a commitment fee equal to the product of between 0.15 % and 0.30 % (the applicable percentage depending on the Borrower’s consolidated total net leverage ratio as reflected in the schedule above, 0.30 % at June 30, 2024) times the actual daily amount by which $ 450 million exceeds the total amount outstanding under the Revolver and available to be drawn under all outstanding letters of credit. The Borrower will be permitted to voluntarily reduce the unutilized portion of the commitment amount and repay outstanding loans under the 2023 Senior Secured Credit Facility, whether such amounts are issued under the Revolver or under the additional term loan facilities or additional revolving credit facilities, at any time without premium or penalty. In addition, if the total amount borrowed under the Revolver exceeds $ 450 million at any time, the 2023 Senior Secured Credit Facility requires the Borrower to prepay such excess outstanding amounts. All obligations under the 2023 Senior Secured Credit Facility are unconditionally guaranteed by the Company, and each of the Company’s existing and future direct and indirect material, wholly owned domestic subsidiaries, subject to certain exceptions. The obligations are secured by first-priority security interests in substantially all tangible and intangible assets of the Borrower, the Company and each subsidiary guarantor, in each case whether owned on the date of the initial borrowings or thereafter acquired. The 2023 Senior Secured Credit Facility places certain restrictions on the ability of the Borrower, the Company and their subsidiaries to, among other things, incur debt and liens; merge, consolidate or liquidate; dispose of assets; enter into hedging arrangements; make certain restricted payments; undertake transactions with affiliates; enter into sale-leaseback transactions; make certain investments; prepay or modify the terms of certain indebtedness; and modify the terms of certain organizational agreements. The 2023 Senior Secured Credit Facility contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, certain events of bankruptcy and insolvency, material judgments, certain events with respect to employee benefit plans, invalidity of loan documents and certain changes in control. Debt issuance costs The Company incurred $ 906 in debt issuance costs during the three and nine months ended June 30, 2024, and incurred $ 2,814 and $ 3,079 in debt issuance costs during the three and nine months ended June 30, 2023, respectively. During the nine months ended June 30, 2024, the Company wrote off $ 926 of debt issuance costs in connection with the Exchangeable Note Repurchases. The Company's debt issuance costs are being amortized over the related term of the debt using the straight-line method, which is not materially different than the effective interest rate method, and are presented net against long-term debt in the condensed consolidated balance sheets. The amortization of deferred debt issuance costs is included in interest expense and amounted to approximately $ 221 and $ 897 during the three and nine months ended June 30, 2024, respectively, and $ 583 and $ 1,312 during the three and nine months ended June 30, 2023, respectively. 29 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 9. INCOME TAXES i3 Verticals, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from i3 Verticals, LLC based on i3 Verticals, Inc.’s economic interest in i3 Verticals, LLC. i3 Verticals, LLC's members, including the Company, are liable for federal, state and local income taxes based on their share of i3 Verticals, LLC's pass-through taxable income. i3 Verticals, LLC is not a taxable entity for federal income tax purposes but is subject to and reports entity level tax in both Tennessee and Texas. In addition, certain subsidiaries of i3 Verticals, LLC are corporations that are subject to state and federal income taxes. The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. When the estimate of the annual effective tax rate is unreliable, the Company records its income tax expense or benefit based up on a period to date effective tax rate. Each quarter, the Company updates its estimate of the annual effective tax rate, and if the Company’s estimated tax rate changes, it makes a cumulative adjustment in that period. The Company’s provision for income taxes for continuing operations was a provision of $ 5,271 and a provision for $ 3,507 for the three and nine months ended June 30, 2024, respectively and a benefit of $ 292 and $ 500 during the three and nine months ended June 30, 2023, respectively. Tax Receivable Agreement On June 25, 2018, the Company entered into a Tax Receivable Agreement with i3 Verticals, LLC and each of the Continuing Equity Owners (the “Tax Receivable Agreement”) that provides for the payment by the Company to the Continuing Equity Owners of 85 % of the amount of certain tax benefits, if any, that it actually realizes, or in some circumstances, is deemed to realize in its tax reporting, as a result of (i) future redemptions funded by the Company or exchanges, or deemed exchanges in certain circumstances, of Common Units of i3 Verticals, LLC for Class A common stock of i3 Verticals, Inc. or cash, and (ii) certain additional tax benefits attributable to payments made under the Tax Receivable Agreement. These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners maintaining a continued ownership interest in i3 Verticals, LLC. If a Continuing Equity Owner transfers Common Units but does not assign to the transferee of such units its rights under the Tax Receivable Agreement, such Continuing Equity Owner generally will continue to be entitled to receive payments under the Tax Receivable Agreement arising in respect of a subsequent exchange of such Common Units. In general, the Continuing Equity Owners’ rights under the Tax Receivable Agreement may not be assigned, sold, pledged or otherwise alienated to any person, other than certain permitted transferees, without (a) the Company's prior written consent, which should not be unreasonably withheld, conditioned or delayed, and (b) such persons becoming a party to the Tax Receivable Agreement and agreeing to succeed to the applicable Continuing Equity Owner’s interest therein. The Company expects to benefit from the remaining 15 % of the tax benefits, if any, that the Company may realize. During the nine months ended June 30, 2024, the Company acquired an aggregate of 60,718 Common Units in i3 Verticals, LLC in connection with the redemption of Common Units from the Continuing Equity Owners. which resulted in an increase in the tax basis of our investment in i3 Verticals, LLC subject to the provisions of the Tax Receivable Agreement. As a result of the exchange, during the nine months ended June 30, 2024, the Company recognized an increase to its net deferred tax assets in the amount of $ 426 , and corresponding Tax Receivable Agreement liabilities of $ 362 , representing 85 % of the tax benefits due to Continuing Equity Owners. The deferred tax asset and corresponding Tax Receivable Agreement liability balances were $ 38,148 and $ 40,441 , respectively, as of June 30, 2024. Payments to the Continuing Equity Owners related to exchanges through June 30, 2024 will range from $ 0 to $ 3,263 per year and are expected to be paid over the next 24 years. The amounts recorded as of June 30, 2024, approximate the current estimate of expected tax savings and are subject to change after the filing of the 30 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) Company’s U.S. federal and state income tax returns. Future payments under the Tax Receivable Agreement with respect to subsequent exchanges would be in addition to these amounts. 10. LEASES The Company’s leases consist primarily of real estate leases throughout the markets in which the Company operates. At contract inception, the Company determines whether an arrangement is or contains a lease, and for each identified lease, evaluates the classification as operating or financing. The Company had no finance leases as of June 30, 2024. Leased assets and obligations are recognized at the lease commencement date based on the present value of fixed lease payments to be made over the term of the lease. Renewal and termination options are factored into determination of the lease term only if the option is reasonably certain to be exercised. The weighted-average remaining lease term at June 30, 2024 and 2023 was two and four years , respectively. The Company had no significant short-term leases during the three and nine months ended June 30, 2024 and 2023. The Company’s leases do not provide a readily determinable implicit interest rate and the Company uses its incremental borrowing rate to measure the lease liability and corresponding right-of-use asset. The incremental borrowing rates were determined based on a portfolio approach considering the Company’s current secured borrowing rate adjusted for market conditions and the length of the lease term. The weighted-average discount rate used in the measurement of our lease liabilities was 7.6 % and 7.7 % as of June 30, 2024 and 2023, respectively. Operating lease cost is recognized on a straight-line basis over the lease term. Operating lease costs from continuing operations were $ 1,026 and $ 3,090 for the three and nine months ended June 30, 2024, respectively, and $ 1,051 and $ 3,309 for the three and nine months ended June 30, 2023, respectively, which are included in selling, general and administrative expenses in the condensed consolidated statements of operations. Total operating lease costs from continuing operations include variable lease costs of approximately $ 138 and $ 185 , for the three and nine months ended June 30, 2024, respectively, and $ 10 and $ 28 for the three and nine months ended June 30, 2023, respectively, which are primarily comprised of costs of maintenance and utilities and changes in rates, and are determined based on the actual costs incurred during the period. Variable payments are expensed in the period incurred and not included in the measurement of lease assets and liabilities. Short-term rent expense from continuing operations was $ 13 and $ 26 for the three and nine months ended June 30, 2024, respectively, and $ 0 and $ 6 for the three and nine months ended June 30, 2023, respectively, and are included in selling, general and administrative expenses in the condensed consolidated statements of operations. 31 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) As of June 30, 2024, maturities of lease liabilities for continuing operations are as follows: Fiscal Years ending September 30: 2024 (three months remaining) $ 1,057 2025 4,001 2026 3,304 2027 1,378 2028 601 Thereafter 1,212 Total future minimum lease payments (undiscounted) (1) 11,553 Less: present value discount ( 1,127 ) Present value of lease liability $ 10,426 __________________________ 1. Total future minimum lease payments excludes payments of $ 5 for leases designated as short-term leases, which are excluded from the Company's right-of-use assets. These payments will be made within the next twelve months. 11. FAIR VALUE MEASUREMENTS The Company applies the provisions of ASC 820, Fair Value Measurement , which defines fair value, establishes a framework for its measurement and expands disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or the price paid to transfer a liability as of the measurement date. A three-tier, fair-value reporting hierarchy exists for disclosure of fair value measurements based on the observability of the inputs to the valuation of financial assets and liabilities. The three levels are: Level 1 — Quoted prices for identical instruments in active markets. Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in active exchange markets. The carrying value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, settlement assets and obligations, accounts receivable, other assets, accounts payable, and accrued expenses, approximated their fair values as of June 30, 2024 and 2023, because of the relatively short maturity dates on these instruments. The carrying amount of debt approximates fair value as of June 30, 2024 and 2023, because interest rates on these instruments approximate market interest rates. 32 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) The Company has no Level 1 or Level 2 financial instruments measured at fair value on a recurring basis. The following tables present the changes in the Company's Level 3 financial instruments that are measured at fair value on a recurring basis. Accrued Contingent Consideration Balance at September 30, 2023 $ 8,239 Contingent consideration accrued at time of business combination 170 Change in fair value of contingent consideration included in Operating expenses ( 545 ) Contingent consideration paid ( 7,326 ) Balance at June 30, 2024 $ 538 Accrued Contingent Consideration (1) Balance at September 30, 2022 $ 19,636 Contingent consideration accrued at time of business combination 760 Change in fair value of contingent consideration included in Operating expenses 9,891 Contingent consideration paid ( 12,431 ) Balance at June 30, 2023 $ 17,856 __________________________ 1. In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, $ 3,197 at September 30, 2022 of the Company's accrued contingent consideration was classified as "Assets held for sale" in the accompanying condensed consolidated balance sheets and was not included in these amounts. The fair value of contingent consideration obligations includes inputs not observable in the market and thus represents a Level 3 measurement. The amount to be paid under these obligations is contingent upon the achievement of certain growth metrics related to the financial performance of the entities subsequent to acquisition. The fair value of material contingent consideration included in an acquisition is calculated using a Monte Carlo simulation. The contingent consideration is revalued each period until it is settled. Management reviews the historical and projected performance of each acquisition with contingent consideration and uses an income probability method to revalue the contingent consideration. The revaluation requires management to make certain assumptions and represent management's best estimate at the valuation date. The probabilities are determined based on a management review of the expected likelihood of triggering events that would cause a change in the contingent consideration paid. The Company develops the projected future financial results based on an analysis of historical results, market conditions, and the expected impact of anticipated changes in the Company's overall business and/or product strategies. Approximately $ 427 and $ 6,825 of contingent consideration was recorded in accrued expenses and other current liabilities as of June 30, 2024 and September 30, 2023, respectively. Approximately $ 111 and $ 1,414 of contingent consideration was recorded in other long-term liabilities as of June 30, 2024 and September 30, 2023, respectively. Disclosure of Fair Values The Company's financial instruments that are not remeasured at fair value include the Exchangeable Notes (see Note 8). The Company estimates the fair value of the Exchangeable Notes through consideration of quoted market prices of similar instruments, classified as Level 2 as described above. The estimated fair value of the Exchangeable Notes was $ 25,227 as of June 30, 2024. 33 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 12. EQUITY-BASED COMPENSATION A summary of equity-based compensation expense for continuing operations recognized during the three and nine months ended June 30, 2024 and 2023 is as follows: Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 Stock options $ 3,350 $ 5,240 $ 11,664 $ 15,820 Restricted stock units 1,082 884 3,147 1,964 Equity-based compensation expense $ 4,432 $ 6,124 $ 14,811 $ 17,784 In connection with the anticipated sale of the Merchant Services Business, $ 670 and $ 2,576 of the Company's equity-based compensation expense was classified as "net income from discontinued operations" in the accompanying condensed consolidated statements of operations during the three and nine months ended June 30, 2024, respectively, and $ 1,074 and $ 3,062 during the three and nine months ended June 30, 2023, respectively. Amounts are included in general and administrative expense on the condensed consolidated statements of operations. Current and deferred income tax benefits for continuing operations of $ 703 and $ 2,416 were recognized during the three and nine months ended June 30, 2024, respectively, and $ 1,227 and $ 3,294 during the three and nine months ended June 30, 2023, respectively. In May 2018, the Company adopted the 2018 Equity Incentive Plan (the “2018 Plan”) under which the Company may grant up to 3,500,000 stock options and other equity-based awards to employees, directors and officers. The number of shares of Class A common stock available for issuance under the 2018 Plan includes an annual increase on the first day of each calendar year equal to 4.0 % of the outstanding shares of all classes of the Company's common stock as of the last day of the immediately preceding calendar year, unless the Company’s board of directors determines prior to the last trading day of December of the immediately preceding calendar year that the increase shall be less than 4.0 %. As of June 30, 2024, equity awards with respect to 1,414,294 shares of the Company's Class A common stock were available for grant under the 2018 Plan. In September 2020, the Company adopted the 2020 Acquisition Equity Incentive Plan (the “2020 Inducement Plan”) under which the Company may grant up to 1,500,000 stock options and other equity-based awards to individuals that were not previously employees of the Company or its subsidiaries in connection with acquisitions, as a material inducement to the individual's entry into employment with the Company or its subsidiaries within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. In May 2021, the Company amended the 2020 Inducement Plan to increase the number of shares of the Company's Class A common stock available for issuance from 1,500,000 to 3,000,000 shares. As of June 30, 2024, equity awards with respect to 1,348,698 shares of the Company's Class A common stock were available for grant under the 2020 Inducement Plan. Share-based compensation expense includes the estimated effects of forfeitures, which will be adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates. 34 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) A summary of stock option activity for the nine months ended June 30, 2024 is as follows: Stock Options Weighted Average Exercise Price Outstanding at September 30, 2023 8,576,670 $ 25.16 Granted 944,556 19.23 Exercised ( 45,254 ) 18.42 Forfeited ( 303,458 ) 27.61 Outstanding at June 30, 2024 9,172,514 $ 24.50 Exercisable at June 30, 2024 6,789,792 $ 25.20 The weighted-average grant date fair value of stock options granted during the nine months ended June 30, 2024 was $ 10.54 . As of June 30, 2024, total unrecognized compensation expense related to unvested stock options, including an estimate for pre-vesting forfeitures, was $ 18,692 , which is expected to be recognized over a weighted-average period of 2.64 years. The Company's policy is to account for forfeitures of stock-based compensation awards as they occur. The total fair value of stock options that vested during the three and nine months ended June 30, 2024 was $ 4,078 and 21,326 , respectively. In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, it is expected that the Company will fully accelerate the vesting period for 198,482 options (to the extent not previously vested) held by employees of the Merchant Services Business immediately prior to the closing of the Transactions pursuant to the Purchase Agreement. Restricted Stock Units The Company has issued Class A common stock in the form of restricted stock units ("RSUs") under the 2018 Plan. A summary of activity related to restricted stock units for the nine months ended June 30, 2024 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding at September 30, 2023 874,024 $ 24.95 Granted 275,584 19.30 Vested ( 177,409 ) 25.70 Forfeited ( 48,735 ) 24.47 Outstanding at June 30, 2024 923,464 $ 23.15 As of June 30, 2024, total unrecognized compensation expense related to unvested RSUs, including an estimate for pre-vesting forfeitures, was $ 13,308 , which is expected to be recognized over a weighted average period of 2.81 years. The total fair value of RSUs that vested during the three and nine months ended June 30, 2024 was $ 144 and $ 4,560 , respectively. 35 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, it is expected that, the Company will fully accelerate the vesting period for 173,480 RSUs (to the extent not previously vested) held by employees of the Merchant Services Business immediately prior to the closing of the Transactions pursuant to the Purchase Agreement. 13. COMMITMENTS AND CONTINGENCIES Leases The Company utilizes office space and equipment under operating leases. Rent expense from continuing operations under these leases amounted to $ 1,039 and $ 3,116 during the three and nine months ended June 30, 2024, respectively, and $ 1,051 and $ 3,315 during the and three and nine months ended June 30, 2023, respectively. Refer to Note 10 for further discussion and a table of the future minimum payments under these leases. Litigation With respect to all legal, regulatory and governmental proceedings, and in accordance with ASC 450-20, Contingencies—Loss Contingencies , the Company considers the likelihood of a negative outcome. If the Company determines the likelihood of a negative outcome with respect to any such matter is probable and the amount of the loss can be reasonably estimated, the Company records an accrual for the estimated amount of loss for the expected outcome of the matter. If the likelihood of a negative outcome with respect to material matters is reasonably possible and the Company is able to determine an estimate of the amount of possible loss or a range of loss, whether in excess of a related accrued liability or where there is no accrued liability, the Company discloses the estimate of the amount of possible loss or range of loss. However, the Company in some instances may be unable to estimate an amount of possible loss or range of loss based on the significant uncertainties involved in, or the preliminary nature of, any such material matter, and in these instances the Company will disclose the nature of the contingency and describe why the Company is unable to determine an estimate of possible loss or range of loss. The Company is involved in ordinary course legal proceedings, which include all claims, lawsuits, investigations and proceedings, including unasserted claims, which are probable of being asserted, arising in the ordinary course of business. The Company has considered all such ordinary course legal proceedings in formulating its disclosures and assessments. After taking into consideration the evaluation of such legal matters by the Company's legal counsel, the Company's management believes at this time such matters will not have a material impact on the Company's consolidated balance sheet, results of operations or cash flows. S&S Litigation On June 2, 2021, the State of Louisiana, Division of Administration (the “State”) and a putative class of Louisiana sheriffs and law enforcement districts (collectively "Plaintiffs") filed a Petition (as amended on October 4, 2021, the “Petition”), in the 19 th Judicial District Court for the Parish of East Baton Rouge against i3-Software & Services, LLC (“S&S”), a subsidiary of the Company located in Shreveport, Louisiana, the Company, i3 Verticals, LLC, the current leader of the S&S business, the former leader of the S&S business, and 1120 South Pointe Properties, LLC (“South Pointe”), the former owner of the assets of the S&S business (collectively "Defendants") . See State of Louisiana, by and through its Division of Administration, East Baton Rouge Parish Law Enforcement District, by and through the duly elected East Baton Rouge Parish Sheriff, Sid J. Gautreaux, III, et. al., individually and as class representatives vs. i3-Software & Services, LLC; 1120 South Pointe Properties, LLC, formerly known as Software and Services of Louisiana, L.L.C.; i3 Verticals, Inc.; i3 Verticals, LLC; Gregory R. Teeters; and Scott Carrington . The Petition was amended on October 4, 2021 to amend and expand the putative class and subsequently removed to the United States District Court for the Middle District of Louisiana. The Petition seeks monetary 36 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) damages for the cost of network remediation of $ 15,000 purportedly spent by the State and $ 7,000 purportedly spent by the Plaintiffs, return of purchase prices, potential additional expenses related to remediation and any obligation to notify parties of an alleged data breach as and if required by applicable law, and reasonable attorneys’ fees. The claimed damages relate to a third-party remote access software product used in connection with services provided by S&S to certain Louisiana law enforcement districts and alleged inadequacies in the Company’s cybersecurity practices. Plaintiffs moved to remand the action to state court on November 5, 2021, and the motion was referred to a magistrate to make a report and recommendation to the district court judge. On July 5, 2022, the magistrate recommended that the matter be remanded to state court. On July 19, 2022, the Company and all other defendants filed objections to the recommendation. On August 3, 2022, the Plaintiffs filed a response to those objections. On August 16, 2022, the district court granted the Plaintiffs’ motion to remand, and all Defendants appealed. Oral argument on this motion in front of the United States Fifth Circuit Court of Appeals took place on April 4, 2023, and on September 1, 2023, the Fifth Circuit panel affirmed the District Court order to remand the case back to state court. On September 29, 2023, all Defendants-Appellants filed a Petition for Rehearing En Banc, which the Plaintiffs-Appellees opposed on October 12, 2023. As a result of Defendants’ petition, the Fifth Circuit held its mandate, effectively staying the effective date of its decision, but the Fifth Circuit ultimately denied the petition for rehearing on February 22, 2024, sending the case back to the 19th Judicial District Court for the Parish of East Baton Rouge, where the case remains pending. The assets of the S&S business were acquired from South Pointe by the Company in 2018 for $ 17,000 , including upfront cash consideration and contingent consideration, and provides software and payments services within the Company’s Public Sector vertical to local government agencies almost exclusively in Louisiana. The Company is unable to predict the outcome of this litigation. While we do not believe that this matter will have a material adverse effect on our business or financial condition, we cannot give assurance that this matter will not have a material effect on our results of operations or cash flows for the period in which it is resolved. Other The Company's subsidiary CP-PS, LLC has certain indemnification obligations in favor of FDS Holdings, Inc. related to the acquisition of certain assets of Merchant Processing Solutions, LLC in February 2014. The Company has incurred expenses related to these indemnification obligations in prior periods and may have additional expenses in the future. However, after taking into consideration the evaluation of such matters by the Company’s legal counsel, the Company’s management believes at this time that the anticipated outcome of any existing or potential indemnification liabilities related to this matter will not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. 14. RELATED PARTY TRANSACTIONS In connection with the Company’s IPO, the Company and i3 Verticals, LLC entered into a Tax Receivable Agreement with the Continuing Equity Owners that provides for the payment by the Company to the Continuing Equity Owners of 85 % of the amount of certain tax benefits, if any, that it actually realizes, or in some circumstances, is deemed to realize in its tax reporting, as a result of (i) future redemptions funded by the Company or exchanges, or deemed exchanges in certain circumstances, of Common Units of i3 Verticals, LLC for Class A common stock of i3 Verticals, Inc. or cash, and (ii) certain additional tax benefits attributable to payments made under the Tax Receivable Agreement. See Note 9 for further information. As of June 30, 2024, the total amount due under the Tax Receivable Agreement was $ 40,441 . 15. SEGMENTS The Company determines its operating segments based on ASC 280, Segment Reporting , in alignment with how the chief operating decision-making group monitors and manages the performance of the business as well as 37 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) the level at which financial information is reviewed. The Company’s operating segments are strategic business units that offer different products and services. As noted above, the Company entered into the Purchase Agreement on June 26, 2024, which provides for the sale of the equity interests of the Acquired Entities comprising the Merchant Services Business, after giving effect to the Contribution. As a result of the anticipated sale of the Merchant Services Business pursuant to the Purchase Agreement, certain assets and liabilities of the Merchant Services Business met the held for sale criteria and the disposal group also met the criteria for discontinued operations reporting as of June 30, 2024. As such, the historical results of the Merchant Services Business have been reflected as discontinued operations in our condensed consolidated financial statements, and the Company no longer presents a Merchant Services segment. See Note 2 to our condensed consolidated financial statements for additional information. After giving effect to these developments, the Company's core business for continuing operations is delivering seamlessly integrated software and payment solutions to customers in strategic vertical markets. This is accomplished through the Software and Services segment. The Software and Services segment delivers vertical market software solutions to customers across all of the Company's strategic vertical markets. These solutions often include embedded payments or other recurring services. The Other category includes corporate overhead expenses when presenting reportable segment information. The Company's merchant services business previously represented a reportable segment prior to being reclassified, along with certain non-core assets within the Software and Services segment, as discontinued operations. As a result of these developments, the Company's continuing operations represent only one reportable segment. Therefore, the Company has not disclosed results from continuing operations or from discontinued operations by segment. 16. NON-CONTROLLING INTEREST i3 Verticals, Inc. is the sole managing member of i3 Verticals, LLC, and as a result, consolidates the financial results of i3 Verticals, LLC and reports a non-controlling interest representing the Common Units of i3 Verticals, LLC held by the Continuing Equity Owners. Changes in i3 Verticals, Inc.’s ownership interest in i3 Verticals, LLC while i3 Verticals, Inc. retains its controlling interest in i3 Verticals, LLC will be accounted for as equity transactions. As such, future redemptions or direct exchanges of Common Units of i3 Verticals, LLC by the Continuing Equity Owners will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in capital when i3 Verticals, LLC has positive or negative net assets, respectively. As of June 30, 2024 and 2023, respectively, i3 Verticals, Inc. owned 23,442,698 and 23,193,447 of i3 Verticals, LLC's Common Units, representing a 70.0 % and 69.6 % economic ownership interest in i3 Verticals, LLC. 38 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) The following table summarizes the impact on equity due to changes in the Company's ownership interest in i3 Verticals, LLC: Nine Months Ended June 30, 2024 2023 Net income (loss) attributable to non-controlling interest $ 1,155 $ ( 742 ) Transfers (from) to non-controlling interests: Distributions to non-controlling interest holders ( 839 ) — Redemption of common units in i3 Verticals, LLC ( 576 ) ( 86 ) Allocation of equity to non-controlling interests 4,960 2,033 Net transfers to non-controlling interests 3,545 1,947 Change from net income attributable to non-controlling interests and net transfers to non-controlling interests $ 4,700 $ 1,205 17. EARNINGS PER SHARE Basic earnings per share of Class A common stock is computed by dividing net income available to i3 Verticals, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income available to i3 Verticals, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock from continuing operations for the three and nine months ended June 30, 2024 and 2023: Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 Basic and diluted net loss per share: Numerator Net loss $ ( 13,846 ) $ ( 10,918 ) $ ( 20,364 ) $ ( 22,443 ) Less: Net loss attributable to non-controlling interest ( 2,416 ) ( 2,392 ) ( 3,944 ) ( 5,702 ) Net loss attributable to Class A common stockholders $ ( 11,430 ) $ ( 8,526 ) $ ( 16,420 ) $ ( 16,741 ) Denominator Weighted average shares of Class A common stock outstanding 23,420,811 23,179,638 23,339,598 23,104,212 Basic and diluted net loss per share (1) $ ( 0.49 ) $ ( 0.37 ) $ ( 0.70 ) $ ( 0.72 ) __________________________ 1. For the three and nine months ended June 30, 2024 and 2023, all potentially dilutive securities were anti-dilutive, so diluted net loss per share was equivalent to basic net loss per share. The following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net loss per share of Class A common stock: a. 10,052,017 and 10,079,057 weighted average shares of Class B common stock for the three and nine months ended June 30, 2024, respectively, and 10,108,218 and 10,112,471 weighted average shares of Class B common stock for the three and nine months ended June 30, 2023, respectively, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive. b. 7,764,984 and 7,981,615 stock options for the three and nine months ended June 30, 2024, respectively, and 5,729,321 and 5,673,655 stock options for the three and nine months ended June 30, 2023, respectively, were excluded because the exercise price of these stock 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 39 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) c. 234,503 and 363,171 shares for the three and nine months ended June 30, 2024, respectively, and 557,728 and 740,196 shares for the three and nine months ended June 30, 2023, respectively, resulting from estimated stock option exercises and restricted stock units vesting as calculated by the treasury stock method were excluded because of the effect of including them would have been anti-dilutive. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock from discontinued operations for the three and nine months ended June 30, 2024 and 2023: Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 Basic net income per share: Numerator Net income $ 5,548 $ 4,840 $ 16,950 $ 16,342 Less: Net income attributable to non-controlling interest 1,663 1,469 5,099 4,960 Net income attributable to Class A common stockholders $ 3,885 $ 3,371 $ 11,851 $ 11,382 Denominator Weighted average shares of Class A common stock outstanding 23,420,811 23,179,638 23,339,598 23,104,212 Basic net income per share $ 0.17 $ 0.15 $ 0.51 $ 0.49 Diluted net income per share: Numerator Net income attributable to Class A common stockholders $ 3,885 $ 3,371 $ 11,851 $ 11,382 Reallocation of net income assuming conversion of common units (1) 1,256 1,103 3,852 3,724 Net income attributable to Class A common stockholders - diluted 5,141 4,474 15,703 15,106 Denominator Weighted average shares of Class A common stock outstanding 23,420,811 23,179,638 23,339,598 23,104,212 Weighted average effect of dilutive securities (2) 10,286,520 10,665,946 10,442,228 10,852,667 Weighted average shares of Class A common stock outstanding - diluted 33,707,331 33,845,584 33,781,826 33,956,879 Diluted net income per share $ 0.15 $ 0.13 $ 0.46 $ 0.44 __________________________ 1. The reallocation of net income assuming conversion of common units represents the tax effected net income attributable to non-controlling interest using the effective income tax rates described in Note 9 above and assuming all common units of i3 Verticals, LLC were exchanged for Class A common stock at the beginning of the period. The common units of i3 Verticals, LLC held by the Continuing Equity Owners are potentially dilutive securities, and the computations of pro forma diluted net income per share assume that all common units of i3 Verticals, LLC were exchanged for shares of Class A common stock at the beginning of the period. 2. For the three and nine months ended June 30, 2024 and 2023, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net income per share of Class A common stock: a. 7,764,984 and 7,981,615 stock options for the three and nine months ended June 30, 2024, respectively, and 5,729,321 and 5,673,655 stock options for the three and nine months ended June 30, 2023, were excluded because the exercise price of these stock 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. 40 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock from the consolidated operations for three and nine months ended June 30, 2024 and 2023: Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 Basic and diluted net loss per share: Numerator Net loss $ ( 8,298 ) $ ( 6,078 ) $ ( 3,414 ) $ ( 6,101 ) Less: Net loss attributable to non-controlling interest ( 753 ) ( 923 ) 1,155 ( 742 ) Net loss attributable to Class A common stockholders $ ( 7,545 ) $ ( 5,155 ) $ ( 4,569 ) $ ( 5,359 ) Denominator Weighted average shares of Class A common stock outstanding 23,420,811 23,179,638 23,339,598 23,104,212 Basic and diluted net loss per share (1) $ ( 0.32 ) $ ( 0.22 ) $ ( 0.20 ) $ ( 0.23 ) __________________________ 1. For the three and nine months ended June 30, 2024 and 2023, all potentially dilutive securities were anti-dilutive, so diluted net loss per share was equivalent to basic net loss per share. The following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net loss per share of Class A common stock: a. 10,052,017 and 10,079,057 weighted average shares of Class B common stock for the three and nine months ended June 30, 2024, respectively, and 10,108,218 and 10,112,471 weighted average shares of Class B common stock for the three and nine months ended June 30, 2023, respectively, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive. b. 7,764,984 and 7,981,615 stock options for the three and nine months ended June 30, 2024, respectively, and 5,729,321 and 5,673,655 stock options for the three and nine months ended June 30, 2023, respectively, were excluded because the exercise price of these stock 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. 234,503 and 363,171 shares for the three and nine months ended June 30, 2024, respectively, and 557,728 and 740,196 shares for the three and nine months ended June 30, 2023, respectively, resulting from estimated stock option exercises and restricted stock units vesting as calculated by the treasury stock method were excluded because of the effect of including them would have been anti-dilutive. 41 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) In September 2022 the Company made the irrevocable election to settle the principal portion of its Exchangeable Notes only in cash, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net loss per share, if applicable. The conversion spread will have a dilutive impact on diluted net loss per share of common stock when the average market price of the Company's Class A common stock for a given period exceeds the exchange price of $ 40.87 per share for the Exchangeable Notes. The Warrants sold in connection with the issuance of the Exchangeable Notes are considered to be dilutive when the average price of the Company's Class A common stock during the period exceeds the Warrants' stock price of $ 62.88 per share. The effect of the additional shares that may be issued upon exercise of the Warrants will be included in the weighted average shares of Class A common stock outstanding—diluted using the treasury stock method. The Note Hedge Transactions purchased in connection with the issuance of the Exchangeable Notes are considered to be anti-dilutive and therefore do not impact our calculation of diluted net income per share. Refer to Note 8 for further discussion regarding the Exchangeable Notes. Shares of the Company's Class B common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. 18. SIGNIFICANT NON-CASH TRANSACTIONS The Company engaged in the following significant non-cash investing and financing activities related to continuing operations during the nine months ended June 30, 2024 and 2023: Nine months ended June 30, 2024 2023 Acquisition date fair value of contingent consideration in connection with business combinations $ 170 $ 760 Replacement of the Prior Senior Secured Credit Facility with the 2023 Senior Secured Credit Facility $ — $ 284,000 Debt issuance costs financed with proceeds from the 2023 Senior Secured Credit Facility $ — $ 2,386 Accrued interest financed with proceeds from the 2023 Senior Secured Credit Facility $ — $ 1,617 Right-of-use assets obtained in exchange for operating lease obligations $ 538 $ 917 19. SUBSEQUENT EVENTS Acquisition of a Business On August 1, 2024, the Company completed an acquisition of a business that will expand the Company's permitting and licensing software offerings in the Public Sector vertical within the Software and Services segment. Purchase consideration for the business included $ 18,000 in cash funded by proceeds from the Company's revolving credit facility, the issuance of 311,634 shares of the Company's Class A common stock in a private placement, and an amount of contingent consideration as more specifically described below. Certain provisions in the purchase agreement provide for additional consideration of up to $ 22,000 , in the aggregate, to be paid based upon the achievement of specified financial performance targets, as defined in the purchase agreement, through no later than July 2027. The Company is in process of determining the acquisition date fair values of the liabilities for the contingent consideration based on discounted cash flow analyses. In each 42 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) subsequent reporting period, the Company will reassess its current estimates of performance relative to the targets and adjust the contingent liabilities to their fair values through earnings. The effect of the acquisition will be included in the condensed consolidated statements of operations beginning August 1, 2024. The Company is still evaluating the allocations of the preliminary purchase consideration and pro forma results of operations. Share Repurchase Program On August 8, 2024, the Company announced that its Board of Directors had approved a new share repurchase program for the Company’s Class A common stock, under which the Company may repurchase up to $ 50 million of outstanding shares of Class A common stock. This share repurchase program will terminate on the earlier of August 8, 2025, or when the maximum dollar amount under the authorization has been expended. Pursuant to this authorization, repurchases may be made from time to time in the open market, through privately negotiated transactions, or otherwise. In addition, any repurchases under the authorization will be subject to prevailing market conditions, liquidity and cash flow considerations, applicable securities laws requirements (including under Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as applicable), and other factors. Taking into account restrictions under the 2023 Senior Secured Credit Facility, the Company does not anticipate making any repurchases under this authorization until the closing of the transactions under the Purchase Agreement. This share repurchase program does not require the Company to acquire any amount of shares of Class A common stock, and may be extended, modified, suspended or discontinued at any time. 43