i3 Verticals, Inc. 10-Q

Item 1. Financial Statements 3 i3 Verticals, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share amounts) December 31, September 30, 2024 2024 Assets Current assets Cash and cash equivalents $ 85,552 $ 86,541 Accounts receivable, net 51,342 55,988 Settlement assets 1,205 632 Prepaid expenses and other current assets 15,006 10,232 Total current assets 153,105 153,393 Property and equipment, net 7,583 8,677 Restricted cash 2,450 2,424 Capitalized software, net 57,249 58,592 Goodwill 280,678 280,678 Intangible assets, net 159,574 162,816 Deferred tax asset 48,481 48,445 Operating lease right-of-use assets 7,942 8,954 Other assets 9,167 6,696 Total assets $ 726,229 $ 730,675 Liabilities and equity Liabilities Current liabilities Accounts payable $ 7,402 $ 5,370 Current portion of long-term debt 26,223 26,223 Accrued expenses and other current liabilities 82,997 89,972 Settlement obligations 1,205 632 Deferred revenue 42,259 39,029 Current portion of operating lease liabilities 3,345 3,505 Total current liabilities 163,431 164,731 Long-term tax receivable agreement obligations 29,326 29,347 Operating lease liabilities, less current portion 5,423 6,317 Other long-term liabilities 16,915 14,921 Total liabilities 215,095 215,316 Commitments and contingencies (see Note 14) Stockholders' equity Preferred stock, par value $ 0.0001 per share, 10,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2024 and September 30, 2024 — — Class A common stock, par value $ 0.0001 per share, 150,000,000 shares authorized; 23,437,250 and 23,882,035 shares issued and outstanding as of December 31, 2024 and September 30, 2024, respectively 2 2 Class B common stock, par value $ 0.0001 per share, 40,000,000 shares authorized; 10,015,099 and 10,032,676 shares issued and outstanding as of December 31, 2024 and September 30, 2024, respectively 1 1 Additional paid-in capital 272,532 279,335 Accumulated earnings 102,453 100,397 Total stockholders' equity 374,988 379,735 Non-controlling interest 136,146 135,624 Total equity 511,134 515,359 Total liabilities and equity $ 726,229 $ 730,675 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 December 31, 2024 2023 Revenue $ 61,691 $ 55,054 Operating expenses Other costs of services (excluding depreciation and amortization) (1) 21,031 19,577 Selling, general and administrative (1) 28,900 27,175 Depreciation and amortization 7,684 7,054 Change in fair value of contingent consideration 1,377 ( 237 ) Total operating expenses 58,992 53,569 Income from operations 2,699 1,485 Other (income) expenses Interest expense 680 6,687 Other (income) expense ( 1,826 ) 107 Total other (income) expenses ( 1,146 ) 6,794 Income (loss) before income taxes 3,845 ( 5,309 ) Provision for (benefit from) income taxes 523 ( 1,094 ) Net income (loss) from continuing operations 3,322 ( 4,215 ) Net (loss) income from discontinued operations, net of income taxes ( 214 ) 5,751 Net income 3,108 1,536 Net income (loss) from continuing operations attributable to non-controlling interest 1,128 ( 1,330 ) Net (loss) income from discontinued operations attributable to non-controlling interest ( 76 ) 1,768 Net income attributable to non-controlling interest 1,052 438 Net income (loss) from continuing operations attributable to i3 Verticals, Inc. 2,194 ( 2,885 ) Net (loss) income from discontinued operations attributable to i3 Verticals, Inc. ( 138 ) 3,983 Net income attributable to i3 Verticals, Inc. $ 2,056 $ 1,098 Net income (loss) per share attributable to Class A common stockholders from continuing operations: Basic $ 0.09 $ ( 0.12 ) Diluted $ 0.09 $ ( 0.12 ) Net (loss) income per share attributable to Class A common stockholders from discontinued operations: Basic $ ( 0.01 ) $ 0.17 Diluted $ ( 0.01 ) $ 0.16 Weighted average shares of Class A common stock outstanding: Basic, for continuing operations 23,551,352 23,267,290 Diluted, for continuing operations 34,057,196 23,267,290 Basic, for discontinued operations 23,551,352 23,267,290 Diluted, for discontinued operations 23,551,352 33,828,461 _________________________________________ 1. Refer to Note 3 for discussion of the change in the current and prior period presentation. 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, 2024 23,882,035 $ 2 10,032,676 $ 1 $ 279,335 $ 100,397 $ 135,624 $ 515,359 Equity-based compensation — — — — 3,814 — — 3,814 Net income — — — — — 2,056 1,052 3,108 Redemption of common units in i3 Verticals, LLC 17,577 — ( 17,577 ) — 237 — ( 237 ) — Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis — — — — 14 — — 14 Exercise of equity-based awards 34,423 — — — 29 — — 29 Repurchases of Class A common stock ( 496,785 ) — — — ( 11,190 ) — — ( 11,190 ) Allocation of equity to non-controlling interests — — — — 293 — ( 293 ) — Balance at December 31, 2024 23,437,250 $ 2 10,015,099 $ 1 $ 272,532 $ 102,453 $ 136,146 $ 511,134 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 See Notes to the Interim Condensed Consolidated Financial Statements 6 i3 Verticals, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Three months ended December 31, 2024 2023 Cash flows from operating activities: Net income $ 3,108 $ 1,536 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,684 9,739 Equity-based compensation 3,814 6,508 Amortization of debt issuance costs 280 414 (Benefit from) provision for deferred income taxes ( 715 ) 182 Non-cash lease expense 864 1,184 Changes in non-cash contingent consideration expense from original estimate 1,377 ( 237 ) Other non-cash adjustments to net income ( 320 ) 513 Changes in operating assets: Accounts receivable 1,353 ( 5,321 ) Prepaid expenses and other current assets ( 4,779 ) ( 1,773 ) Other assets 156 6,642 Changes in operating liabilities: Accounts payable 1,807 ( 1,725 ) Accrued expenses and other current liabilities ( 5,899 ) ( 534 ) Acquisition escrow obligations — ( 1,009 ) Deferred revenue 3,833 4,093 Operating lease liabilities ( 906 ) ( 1,212 ) Other long-term liabilities ( 102 ) ( 2,677 ) Contingent consideration paid in excess of original estimates ( 60 ) ( 1,918 ) Net cash provided by operating activities 11,495 14,405 Cash flows from investing activities: Expenditures for property and equipment ( 471 ) ( 699 ) Proceeds from sale of property and equipment 1,463 618 Expenditures for capitalized software ( 2,410 ) ( 3,100 ) Purchases of merchant portfolios and residual buyouts — ( 2,883 ) Acquisitions of businesses, net of cash and restricted cash acquired — ( 1,100 ) Payments for other investing activities — ( 11 ) Proceeds from other investing activities — 4 Net cash used in investing activities ( 1,418 ) ( 7,171 ) See Notes to the Interim Condensed Consolidated Financial Statements 7 i3 Verticals, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED) (In thousands) Three months ended December 31, 2024 2023 Cash flows from financing activities: Proceeds from revolving credit facility 1,743 64,694 Payments on revolving credit facility ( 1,743 ) ( 71,661 ) Proceeds from sale of exchangeable senior note hedges — 250 Payments for repurchases of warrants — ( 119 ) Payments for repurchases of Class A common stock ( 11,190 ) — Net proceeds from (payments for) settlement obligations (1) 573 ( 1,355 ) Payments for required distributions to members for tax obligations — ( 155 ) Proceeds from stock option exercises 150 — Payments for employee's tax withholdings from net settled stock option exercises and RSU releases — ( 204 ) Net cash used in financing activities ( 10,467 ) ( 8,550 ) Net decrease in cash, cash equivalents and restricted cash ( 390 ) ( 1,316 ) Cash, cash equivalents and restricted cash at beginning of period 89,597 12,400 Cash, cash equivalents and restricted cash at end of period $ 89,207 $ 11,084 Supplemental disclosure of cash flow information: Cash paid for interest $ 59 $ 6,189 Cash paid for income taxes $ 50 $ 388 _________________________________________ 1. Refer to Note 3 for discussion of the change in the prior 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, 2024 2023 Beginning balance Cash and cash equivalents $ 86,541 $ 3,112 Settlement assets 632 4,873 Restricted cash 2,424 4,415 Total cash, cash equivalents, and restricted cash $ 89,597 $ 12,400 December 31, 2024 2023 Ending balance Cash and cash equivalents $ 85,552 $ 4,159 Settlement assets 1,205 3,518 Restricted cash 2,450 3,407 Total cash, cash equivalents, and restricted cash $ 89,207 $ 11,084 See Notes to the Interim Condensed Consolidated Financial Statements 8 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 software solutions seamlessly integrated with our proprietary payment facilitator platform 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 year ended September 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 September 20, 2024, i3 Verticals, LLC, and i3 Holdings Sub, Inc., a wholly-owned subsidiary of i3 Verticals, LLC (“Corporation Seller,” and collectively with i3 Verticals, LLC, the “Sellers”) completed the transactions (such closing, the “Closing”) contemplated by that certain Securities Purchase Agreement dated as of June 26, 2024 (the “Purchase Agreement”), by and among i3 Verticals, LLC, Corporation Seller, the Company (solely for the purpose of providing a guaranty of the obligations of Sellers as set forth in the Purchase Agreement), Payroc Buyer, LLC (“Buyer”), and Payroc WorldAccess, LLC (solely for the purpose of providing a guaranty of the obligations of Buyer as set forth in the Purchase Agreement). Pursuant to the terms of the Purchase Agreement, the Sellers sold to Buyer the equity interests of certain direct and indirect wholly-owned subsidiaries of Sellers (the “Acquired Entities”) primarily comprising the Company’s merchant services business, including its associated proprietary technology (the “Merchant Services Business”), after giving effect to the contribution of certain assets and the assignment of certain liabilities associated with the Merchant Services Business from i3 Verticals, LLC and certain affiliates to the Acquired Entities pursuant to a contribution agreement which was entered into immediately prior to the Closing (collectively, the "Transactions"). Pursuant to the terms of the Purchase Agreement, Buyer paid to Sellers an aggregate purchase price of approximately $ 438 million (after giving effect to estimated net working capital, indebtedness and cash adjustments), payable in cash at the Closing, subject to post-closing purchase price adjustments. The Merchant Services Business comprised the Company's entire former Merchant Services segment and a small portion of the Company's former Software and Services segment. In connection with the closing of the Transactions, the Company entered 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 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 year ended September 30, 2024 that were not considered incremental direct costs to transact the sale, were approximately $ 2,626 and were expensed as 9 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) incurred. These costs were primarily incurred during the second and third fiscal quarters of the year ended September 30, 2024 and include fees for third-party advisory, consulting, legal and professional services, as well as other items associated with the Transactions. The expenses are reflected within selling, general and administrative expenses within the Company's condensed consolidated statements of operations. 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 months ended December 31, 2024 and 2023: Three months ended December 31, 2024 2023 Revenue $ — $ 36,936 Operating expenses Other costs of services — 16,309 Selling, general and administrative — 10,895 Depreciation and amortization — 2,685 Total operating expenses — 29,889 Income from operations — 7,047 Other expenses Interest expense, net — 20 Other expense 253 — Total other expenses 253 20 (Loss) income before income taxes from discontinued operations ( 253 ) 7,027 (Benefit from) provision for income taxes ( 39 ) 1,276 Net (loss) income from discontinued operations ( 214 ) 5,751 Net (loss) income from discontinued operations attributed to non-controlling interest ( 76 ) 1,768 Net (loss) income from discontinued operations attributable to i3 Verticals, Inc. $ ( 138 ) $ 3,983 10 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) The Company has elected to not separately disclose discontinued operations on its condensed consolidated statement of cash flows. The Company had no significant cash flow activity pertaining to discontinued operations in the three months ended December 31, 2024. The following table presents cash flows from discontinued operations for major captions on the condensed consolidated financial statements: Three months ended December 31, 2023 Depreciation and amortization $ 2,685 Equity-based compensation $ 1,150 Amortization of capitalized customer acquisition costs $ 211 Non-cash lease expense $ 261 Expenditures for property and equipment $ ( 189 ) Expenditures for capitalized software $ ( 160 ) Purchases of merchant portfolios and residual buyouts $ ( 2,883 ) The following table presents significant non-cash investing and financing activities for major captions on the consolidated financial statements: Three months ended December 31, 2023 Consideration accrued for December 2023 residual buyout $ 476 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 December 31, 2024 and for the three months ended December 31, 2024 and 2023. The results of operations for the three months ended December 31, 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, 2024 and 2023, included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024 filed with the SEC on November 25, 2024. 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. 11 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) Restricted Cash Restricted cash represents funds held in escrow related to acquisitions or held-on-deposit with the processing bank 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 $ 1,205 as of December 31, 2024 and $ 632 as of September 30, 2024, 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. Refer to Note 2 for additional information. Change in presentation of certain costs to other costs of services Following the disposal of the Company's Merchant Services Business in the fourth quarter of fiscal year 2024, the Company’s core business is providing software solutions for key verticals. Given the change in the Company's business model, the Company has reclassified certain expenses to better align with the primary industry in which it now operates. During the first quarter of fiscal year 2025, the Company revised its presentation of certain expenses in the Condensed Consolidated Statements of Operations from selling, general and administrative expenses to other costs of services. The Company reclassified personnel costs related to installation of the Company's software, conversion of client data, training client personnel, customer support activities and various other services provided directly to customers from selling, general and administrative to other costs of services. The Company also reclassified certain hosting and related software costs for directly supporting the Company's customers from selling, general and administrative to other costs of services. Comparative amounts have been reclassified to conform to the current period presentation. This change has no impact on the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Cash Flows or Condensed Consolidated Statement of Changes in Equity. 12 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) This change has no impact on the total operating expenses or earnings per share as illustrated below. The following tables present the effects of the change in presentation within the Condensed Consolidated Statements of Operations: For the Three Months Ended December 31, 2023 As Previously Reported (1) Adjustment As Adjusted Operating expenses Other costs of services 4,115 15,462 19,577 Selling, general and administrative 42,637 ( 15,462 ) 27,175 __________________________ 1. This column is presented after giving effect to discontinued operations of the Merchant Services Business as discussed in Note 2. Change in presentation of cash flows associated with "Settlement obligations" During the second quarter of 2024, the Company changed 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 Three Months Ended December 31, 2023 As Previously Reported Adjustment As Adjusted Cash flows from operating activities: Settlement obligations ( 1,355 ) 1,355 — Net cash provided by operating activities 13,050 1,355 14,405 Cash flows from financing activities: Net payments for settlement obligations — ( 1,355 ) ( 1,355 ) Net cash used in financing activities ( 7,195 ) ( 1,355 ) ( 8,550 ) 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 $ 2,458 and $ 2,423 at December 31, 2024 and September 30, 2024, respectively, and are included within prepaid expenses and other current assets on the accompanying condensed consolidated balance sheets. 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 as well as a discounted cash flows analysis. The fair value of customer 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 13 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 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 Leases are recorded in accordance with ASC 842, Leases ("ASC 842). 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. 14 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 three months ended December 31, 2024 and 2023 is derived from the following sources: • Software and related services — Includes software as a service ("SaaS"), transaction-based fees, ongoing software maintenance and support, software licenses and other professional services related to our software offerings • Proprietary payments — Includes volume-based payment processing fees (“discount fees”) and other related fixed transaction or service fees • Other — Includes sales of equipment, non-software related professional services and other revenues Revenues from 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 control of the software license transfers to the customer. The Company also generates revenue from maintenance services related to these software licenses, which is recognized over the term of the agreement. The Company also offers access to its software under software-as-a-service (“SaaS”) arrangements, which represent services arrangements, and under which customers do not have the right to take possession of the software. Revenue from SaaS arrangements is recognized over time, over the term of the agreement. Contracts with professional services, such as training or installation, are evaluated to determine if the customer can benefit from these services independently, whether they can be provided by other available resources, or whether they are separately identifiable from other contract promises. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed or a specified per transaction amount, depending on the card type. 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 nature of the promise is to stand ready to process an undetermined quantity of transactions. 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. 15 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 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 bank and card network, respectively, for the three months ended December 31, 2024 and 2023. 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 are also derived from a variety of transaction fees, which are charged for transacting on our proprietary payment facilitator platform and software solutions, and fees for other miscellaneous services. Revenues derived from such fees are recognized in 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, SaaS, 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 applies significant judgement in determining the 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 hardware and software elements 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 over time in accordance with our satisfaction of our performance obligations. The Company’s professional services, including training, installation, and repair services are recognized as revenue as these services are performed. ASC 606 provides various optional practical expedients. The Company elected the use of the practical expedient relating to the disclosure of remaining performance obligations within a contract and will not disclose remaining performance obligations for contracts (i) with an original expected duration of one year or less or (ii) in which revenue from the satisfaction of the performance obligations is recognized in the amounts invoiced in accordance with ASC 606-10-55-18. The Company also has additional contracts with an original expected duration of greater than one year for which revenue had not yet been recognized. These contracts do not allow for termination for convenience, which reduces the risks related to future revenue recognition. The transaction price allocated to the remaining performance obligations related to these contracts is not considered useful to the users 16 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) of the financial statements due to the exclusion of certain revenue based on the aforementioned practical expedients. The tables below present a disaggregation of the Company's revenue from contracts with customers for continuing operations by product by segment. 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; • Proprietary payments — Includes discount fees and other related fixed transaction or service fees; and • Other — Includes sales of equipment, non-software related professional services and other revenues. For the Three Months Ended December 31, 2024 Public Sector Healthcare Other Total Software and related services revenue $ 33,203 $ 12,738 $ ( 266 ) $ 45,675 Proprietary payments revenue 13,435 75 1 13,511 Other revenue 2,147 358 — 2,505 Total revenue $ 48,785 $ 13,171 $ ( 265 ) $ 61,691 For the Three Months Ended December 31, 2023 Public Sector Healthcare Other Total Software and related services revenue $ 28,983 $ 11,135 $ ( 15 ) $ 40,103 Proprietary payments revenue 12,630 56 ( 9 ) 12,677 Other revenue 1,885 389 — 2,274 Total revenue $ 43,498 $ 11,580 $ ( 24 ) $ 55,054 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 by segment. The Company's revenue included in each category are defined as follows: • Revenue earned over time — Includes SaaS, professional services, ongoing support, discount fees or other stand-ready obligations; and • Revenue earned at a point in time — Includes software licenses sold as functional intellectual property, equipment, or point in time service fees that are not stand-ready obligations. For the Three Months Ended December 31, 2024 Public Sector Healthcare Other Total Revenue earned over time $ 45,665 $ 11,468 $ ( 266 ) $ 56,867 Revenue earned at a point in time 3,120 1,703 1 4,824 Total revenue $ 48,785 $ 13,171 $ ( 265 ) $ 61,691 17 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) For the Three Months Ended December 31, 2023 Public Sector Healthcare Other Total Revenue earned over time $ 41,405 $ 11,440 $ ( 15 ) $ 52,830 Revenue earned at a point in time 2,093 140 ( 9 ) 2,224 Total revenue $ 43,498 $ 11,580 $ ( 24 ) $ 55,054 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 professional services and software licenses sold under the subscription model are presented as accounts receivable as the Company has an unconditional right to payment for services performed. As of December 31, 2024 and September 30, 2024, the Company’s contract assets from contracts with customers was $ 8,723 and $ 8,680 , 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 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 three months ended December 31, 2024 and 2023, respectively: Balance at September 30, 2024 $ 39,824 Deferral of revenue 17,264 Recognition of unearned revenue ( 14,150 ) Balance at December 31, 2024 $ 42,938 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 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 expected customer life, unless a commensurate payment is not expected at renewal. As of December 31, 2024 and September 30, 2024, the Company had $ 936 and $ 857 , 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, 18 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) included within “Other assets" on the condensed consolidated balance sheets. The Company recorded expense from continuing operations related to these costs of $ 31 for the three months ended December 31, 2024 and $ 18 for the three months ended December 31, 2023. 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. Other Cost of Services Other costs of services include costs directly related to the Company's software and related services. Additionally, other costs of services include costs directly attributable to payment processing services such as processing and bank sponsorship. Losses resulting from chargebacks against a customer are included in other cost of services. Residual payments to the Company's distribution partners and the cost of equipment sold is also included in cost of services. Amortization arising from capitalized software development is not included in other cost of services. Other costs of services are recognized at the time the related revenue is recognized. Following the disposal of the Company's Merchant Services Business in the fourth quarter of fiscal year 2024, the Company’s core business is providing software solutions for key verticals. Given the change in the Company's business model, the Company has reclassified certain expenses to better align with the primary industry in which it now operates. During the first quarter of fiscal year 2025, the Company revised its presentation of certain expenses in the Condensed Consolidated Statements of Operations from selling, general and administrative expenses to other costs of services. The Company reclassified personnel costs related to installation of the Company's software, conversion of client data, training client personnel, customer support activities and various other services provided directly to customers from selling, general and administrative to other costs of services. The Company also reclassified certain hosting and related software costs for directly supporting the Company's customers from selling, general and administrative to other costs of services. Refer to Note 3 for discussion of the change in the current and prior period presentation. 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 and related disclosures 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 19 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 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 is currently evaluating the impact of the adoption of ASU 2023-07 on the Company’s financial statement disclosures. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 will require companies to disaggregate, within the notes to the financial statements, certain expenses presented on the face of the financial statements to enhance transparency and help investors better understand an entity's performance. The amendment will specifically require that an entity disclose the amounts related to purchases of inventory, employee compensation, depreciation and intangible asset amortization. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company will not be required to adopt ASU 2024-03 until October 1, 2027. The Company is currently evaluating the impact of the adoption of ASU 2024-03 on the Company’s financial statement disclosures. 4. ACQUISITIONS During the three months ended December 31, 2024, the Company did not acquire any businesses. During the year ended September 30, 2024, the Company acquired the following businesses: Purchase of Eduloka, Ltd. On August 1, 2024, the Company completed the acquisition of substantially all of the assets of Eduloka Ltd. ("inLumon") to expand the Company's permitting and licensing software offerings in the Public Sector segment. Total purchase consideration was $ 27,477 , including $ 18,000 in cash funded by proceeds from the Company's 20 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) revolving credit facility, the issuance of 311,634 shares of the Company's Class A common stock (valued at $ 7,517 ) and $ 1,960 in contingent consideration. The goodwill associated with the inLumon acquisition is deductible for tax purposes. The acquired customer relationships intangible asset has an estimated amortization period of eighteen years . The acquired trade name has an amortization period of two years . The acquired capitalized software has an amortization period of seven years . Acquisition-related costs for this acquisition amounted to approximately $ 294 and were included in selling, general and administrative on our consolidated statement of operations and were expensed as incurred. Certain provisions in the purchase agreement provides 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 determined the acquisition date fair value of the liability for the contingent consideration using a Monte Carlo simulation as well as a discounted cash flow analysis. In each 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. See additional disclosures in Note 12. 21 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) Summary of inLumon The preliminary fair values assigned to certain assets and liabilities assumed, as of the acquisition date, were as follows: Accounts receivable $ 3,060 Property and equipment 20 Capitalized software 3,000 Customer relationships 11,800 Trade name 100 Goodwill 11,486 Total assets acquired 29,466 Accrued expenses and other current liabilities 1,692 Deferred revenue, current 297 Net assets acquired $ 27,477 Other Business Combinations during the year ended September 30, 2024 During the three months ended December 31, 2023, the Company completed the acquisition of substantially all of the assets of a business to expand the Company’s software offerings within the Public Sector segment. 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. The acquired customer relationships intangible asset has an estimated amortization period of ten years . The acquired capitalized software has an amortization period of seven years . Acquisition-related costs for this acquisition amounted to approximately $ 8 and were expensed as incurred. 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS A summary of the Company's prepaid expenses and other current assets as of December 31, 2024 and September 30, 2024 is as follows: December 31, September 30, 2024 2024 Inventory $ 2,458 $ 2,423 Prepaid licenses 6,582 5,148 Prepaid insurance 2,512 129 Notes receivable — current portion 195 195 Other current assets 3,259 2,337 Prepaid expenses and other current assets $ 15,006 $ 10,232 22 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 6. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill are as follows: Public Sector Healthcare Other Total Balance at September 30, 2024 $ 233,850 $ 46,828 $ — $ 280,678 Goodwill attributable to preliminary purchase price adjustments during the three months ended December 31, 2024 — — — — Balance at December 31, 2024 $ 233,850 $ 46,828 $ — $ 280,678 Intangible assets consisted of the following as of December 31, 2024: Cost Accumulated Amortization Carrying Value Amortization Life and Method Finite-lived intangible assets: Customer relationships $ 199,720 $ ( 41,816 ) $ 157,904 9 to 25 years – accelerated or straight-line Trade names 4,741 ( 3,233 ) 1,508 2 to 5 years – straight-line Non-compete agreements and other intangible assets 359 ( 215 ) 144 3 to 8 years – straight-line Total finite-lived intangible assets 204,820 ( 45,264 ) 159,556 Indefinite-lived intangible assets: Trademarks 18 — 18 Total identifiable intangible assets (1) $ 204,838 $ ( 45,264 ) $ 159,574 Amortization expense from continuing operations for intangible assets amounted to $ 3,243 for the three months ended December 31, 2024, and $ 3,146 and for the three months ended December 31, 2023. Based on net carrying amounts at December 31, 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: 2025 (nine months remaining) $ 9,720 2026 12,528 2027 12,069 2028 11,906 2029 11,879 Thereafter 101,454 $ 159,556 23 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 December 31, 2024 and September 30, 2024 is as follows is as follows: December 31, September 30, 2024 2024 Accrued wages, bonuses, commissions and vacation $ 7,362 $ 5,737 Accrued interest 384 43 Accrued contingent consideration — current portion 339 716 Escrow liabilities 2,200 2,174 Accrued tax distributions 22,185 24,276 Accrued income tax expense 31,670 30,520 Tax receivable agreement liability — current portion 9,897 9,850 Customer deposits 995 634 Employee health self-insurance liability 1,021 917 Accrued Hyland expenses 653 1,165 Accrued interchange 2,492 1,946 Other accrued liabilities related to the Sale of the Merchant Services Business 188 7,887 Accrued liabilities owed to sellers 228 355 Other accrued expenses 3,383 3,752 Accrued expenses and other current liabilities $ 82,997 $ 89,972 A summary of the Company's long-term liabilities as of December 31, 2024 and September 30, 2024 is as follows: December 31, September 30, 2024 2024 Accrued contingent consideration — long-term portion $ 3,330 $ 1,636 Deferred tax liability — long-term 10,627 11,402 Other long-term liabilities 2,958 1,883 Total other long-term liabilities $ 16,915 $ 14,921 24 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 8. LONG-TERM DEBT, NET A summary of long-term debt, net as of December 31, 2024 and September 30, 2024 is as follows: December 31, September 30, Maturity 2024 2024 Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility May 8, 2028 $ — $ — 1 % Exchangeable Senior Notes due 2025 February 15, 2025 26,223 26,223 Total long-term debt 26,223 26,223 Less current portion of long-term debt ( 26,223 ) ( 26,223 ) Long-term debt, net of current portion $ — $ — 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, as of August 15, 2024, the Exchangeable Notes became exchangeable 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, 2024. During the fiscal year ended September 30, 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 ended 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 December 31, 2024, the aggregate principal amount outstanding of the Exchangeable Notes was $ 26,223 . The estimated fair value of the Exchangeable Notes was $ 26,053 as of December 31, 2024. The 25 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 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 12. 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 “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 26 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 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 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 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 $ 450,000 in the form of a senior secured revolving credit facility (the “Revolver”). 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 $ 100,000 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 December 31, 2024, the Borrower's consolidated interest coverage ratio was 3.7 x and total leverage ratio was 0.1 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 % ( 2.00 % at December 31, 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 % ( 1.00 % at December 31, 2024). The base rate shall not be less than 1 % in any event. 27 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, 0.15 % at December 31, 2024) times the actual daily amount by which $ 450,000 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 $ 450,000 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 did not incur any debt issuance costs during the three months ended December 31, 2024 and 2023. 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 within other assets in the condensed consolidated balance sheets. The amortization of deferred debt issuance costs is included in interest expense and amounted to approximately $ 280 during the three months ended December 31, 2024 and $ 414 during the three months ended December 31, 2023 . 28 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 9. STOCKHOLDERS' EQUITY Share Repurchase Program On August 8, 2024, the Company entered into a share repurchase program for the Company's Class A common stock, under which the Company is authorized to repurchase up to $ 50,000 of outstanding shares of our Class A common stock (exclusive of fees, commissions or other expenses related to such repurchases) (the "Share Repurchase Program"). The Share Repurchase Program will terminate on the earlier of August 8, 2025, or when the maximum dollar amount under the Share Repurchase Program has been expended. Pursuant to the Share Repurchase Program, the Company is authorized to make repurchases of our Class A Common Stock in the open market, through privately negotiated transactions, or otherwise, including under Rule 10b5-1 plans. During the three months ended December 31, 2024 the Company repurchased 496,785 shares of Class A Common Stock under the Share Repurchase Program at an average price of $ 22.49 per share for a total cost of $ 11,190 . The repurchased shares were cancelled and retired, resulting in a permanent reduction in both the number of shares outstanding and the Company's total stockholders' equity. When the Company repurchases shares of Common Stock, the amount paid to repurchase the shares in excess of the par or stated value is allocated to additional paid-in-capital unless subject to limitation or the balance in additional paid-in-capital is exhausted. Remaining amounts are recognized as a reduction in retained earnings. As of December 31, 2024 the remaining total available authorization was under the Share Repurchase Program was $ 38,825 . 10. 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 $ 523 for the three months ended December 31, 2024 and a benefit of $ 1,094 during the three months ended December 31, 2023. 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 29 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 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 three months ended December 31, 2024, the Company acquired an aggregate of 17,577 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 three months ended December 31, 2024, the Company recognized an increase to its net deferred tax assets in the amount of $ 96 , and corresponding Tax Receivable Agreement liabilities of $ 82 , representing 85 % of the tax benefits due to Continuing Equity Owners. The deferred tax asset and corresponding Tax Receivable Agreement liability balances were $ 34,560 and $ 39,223 , respectively, as of December 31, 2024. Payments to the Continuing Equity Owners related to exchanges through December 31, 2024 will range from $ 0 to $ 9,897 per year and are expected to be paid over the next 22 years. The amounts recorded as of December 31, 2024, approximate the current estimate of expected tax savings and are subject to change after the filing of the 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. 11. 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 December 31, 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 December 31, 2024 and 2023 were both 2 years. The Company had no significant short-term leases during the three months ended December 31, 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 7.9 % and 7.6 % as of December 31, 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 $ 972 for the three months ended December 31, 2024 and $ 1,036 for the three months ended December 31, 2023, 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 $ 26 for the three months ended December 31, 2024, and $ 10 for the three months ended December 31, 2023, which are primarily comprised of costs of maintenance and utilities and changes in rates, and are determined based on the 30 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 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 $ 24 for the three months ended December 31, 2024, and $ 6 for the three months ended December 31, 2023, and are included in selling, general and administrative expenses in the condensed consolidated statements of operations. As of December 31, 2024, maturities of lease liabilities for continuing operations are as follows: Fiscal Years ending September 30: 2025 (nine months remaining) $ 2,997 2026 3,366 2027 1,457 2028 680 2029 664 Thereafter 620 Total future minimum lease payments (undiscounted) (1) 9,784 Less: present value discount ( 1,016 ) Present value of lease liability $ 8,768 __________________________ 1. Total future minimum lease payments excludes payments of $ 59 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. 12. 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 December 31, 2024 and 2023, because of the relatively short maturity dates on these instruments. The carrying amount of debt approximates fair value as of December 31, 2024 and 2023, because interest rates on these instruments approximate market interest rates. 31 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, 2024 $ 2,352 Contingent consideration accrued at time of business combination — Change in fair value of contingent consideration included in Operating expenses 1,377 Contingent consideration paid ( 60 ) Balance at December 31, 2024 $ 3,669 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 ( 237 ) Contingent consideration paid ( 1,918 ) Balance at December 31, 2023 $ 6,254 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 as well as a discounted cash flows analysis. 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 $ 339 and $ 716 of contingent consideration was recorded in accrued expenses and other current liabilities as of December 31, 2024 and September 30, 2024, respectively. Approximately $ 3,330 and $ 1,636 of contingent consideration was recorded in other long-term liabilities as of December 31, 2024 and September 30, 2024, 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 $ 26,053 as of December 31, 2024. 32 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 13. EQUITY-BASED COMPENSATION A summary of equity-based compensation expense for continuing operations recognized during the three months ended December 31, 2024 and 2023 is as follows: Three Months Ended December 31, 2024 2023 Stock options $ 2,416 $ 4,236 Restricted stock units 1,398 1,122 Equity-based compensation expense $ 3,814 $ 5,358 In connection with the sale of the Merchant Services Business, $ 1,150 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 three months ended December 31, 2023. Amounts are included in other costs of services and in selling, general and administrative expense on the condensed consolidated statements of operations. Current and deferred income tax benefits for continuing operations of $ 611 were recognized during the three months ended December 31, 2024, and $ 897 during the three months ended December 31, 2023. Stock Options 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 December 31, 2024, equity awards with respect to 2,314,177 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 December 31, 2024, equity awards with respect to 1,408,363 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. 33 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 three months ended December 31, 2024 is as follows: Stock Options Weighted Average Exercise Price Outstanding at September 30, 2024 9,120,944 $ 24.48 Granted 50,000 24.11 Exercised ( 98,972 ) 19.32 Forfeited ( 26,631 ) 30.76 Outstanding at December 31, 2024 9,045,341 $ 24.52 Exercisable at December 31, 2024 7,144,049 $ 25.19 The weighted-average grant date fair value of stock options granted during the three months ended December 31, 2024 was $ 13.07 . As of December 31, 2024, total unrecognized compensation expense related to unvested stock options, including an estimate for pre-vesting forfeitures, was $ 13,706 , which is expected to be recognized over a weighted-average period of 2.6 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 months ended December 31, 2024 was $ 3,209 . 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 three months ended December 31, 2024 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding at September 30, 2024 771,214 $ 22.71 Granted 419,717 24.11 Vested ( 15,220 ) 21.91 Forfeited ( 5,000 ) 21.41 Outstanding at December 31, 2024 1,170,711 $ 23.18 As of December 31, 2024, total unrecognized compensation expense related to unvested RSUs, including an estimate for pre-vesting forfeitures, was $ 16,862 , which is expected to be recognized over a weighted average period of 3.1 years. The total fair value of RSUs that vested during the three months ended December 31, 2024 was $ 408 . 14. COMMITMENTS AND CONTINGENCIES Leases The Company utilizes office space and equipment under operating leases. Rent expense from continuing operations under these leases amounted to $ 996 during the three months ended December 31, 2024, and $ 1,042 34 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) during the three months ended December 31, 2023. Refer to Note 11 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 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 35 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) 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. All Defendants have filed pleading-stage motions to dismiss, some of which were granted. The Court allowed plaintiffs to re-plead certain claims and has severed the claims brought by the Division of Administration from the claims brought by the parish Sheriffs and Districts. The Division of Administration chose not to re-plead their claims, which leaves some of their claims now dismissed with prejudice. The Sheriffs re-plead their claims, and certain Defendants have filed renewed pleading-stage motions to dismiss, which remain 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. 15. 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 10 for further information. As of December 31, 2024, the total amount due under the Tax Receivable Agreement was $ 39,223 . See Note 20 for information regarding certain recapitalization actions involving the Continuing Equity Owners that the Company and i3 Verticals, LLC effected subsequent to December 31, 2024 in order to reduce excess cash held at the Company as a result of its “Up-C” structure. 16. 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 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, on September 20, 2024, the Company completed the transactions contemplated by the Purchase Agreement dated June 26, 2024, and sold the equity interests of the Acquired Entities comprising the Merchant Services Business. The Merchant Services Business comprised the Company's entire former Merchant Services segment and a small portion of the Company's former Software and Services segment. As a result of the sale of the Merchant Services Business, the historical results of the Merchant Services Business have been reflected as discontinued operations in our 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. 36 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) After giving effect to these developments, the Company's core business for continuing operations is delivering seamlessly software solutions integrated with our proprietary payment facilitator platform to customers in strategic vertical markets. The Company has since updated its segmentation, and the core business consists of two new operating segments and reportable segments, Public Sector and Healthcare. The Public Sector has products and solutions that create an efficient flow of information throughout a variety of public sector entities. We serve customers at both the state and local level and our geographic reach covers most of the United States and some of Canada. Our solutions help our customers provide more responsive and efficient services to their citizens and stakeholders. The Healthcare segment is dedicated to delivering integrated solutions across the healthcare ecosystem, catering to providers and payers, with a strong emphasis on enhancing process efficiency and ensuring compliance. The Other category includes corporate overhead expenses, technology resources shared across segments and inter-segment eliminations. The Company has since updated its intercompany transactions and allocations to adhere to the updated segment structure, which includes Public Sector intercompany, Healthcare intercompany, and intercompany locations within its business. As described above, these transactions include, but are not limited to, resources shared across segments and also exist to eliminate revenue and cost between components that should not be included on a consolidated basis. Although our intercompany structure and allocations have changed due to our updated segments, this reporting is consistent with our accounting policies from prior periods. 37 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) The Company primarily uses adjusted EBITDA margin to measure operating performance and for purposes of making decisions about allocating resources to the Company's business segments. The following is a summary of reportable segment operating performance for continuing operations for the three months ended December 31, 2024 and 2023. As of and for the Three Months Ended December 31, 2024 2023 Public Sector adjusted EBITDA margin (1) 39 % 40 % Healthcare adjusted EBITDA margin (1) 28 % 24 % Public Sector revenue $ 48,785 $ 43,498 Healthcare revenue 13,171 11,580 Other revenue ( 265 ) ( 24 ) Total revenue $ 61,691 $ 55,054 Public sector adjusted EBITDA 19,243 17,359 Healthcare adjusted EBITDA 3,748 2,794 Corporate, eliminations and other ( 6,619 ) ( 6,165 ) Stock compensation expense ( 3,814 ) ( 5,358 ) M&A-related expenses ( 546 ) ( 244 ) Other taxes and one-time expenses ( 252 ) ( 84 ) Depreciation and amortization ( 7,684 ) ( 7,054 ) Change in fair value of contingent consideration ( 1,377 ) 237 Income from operations 2,699 1,485 Other income Interest expense 680 6,687 Other income ( 1,826 ) 107 Total other income ( 1,146 ) 6,794 Income before income taxes $ 3,845 $ ( 5,309 ) Public Sector total assets $ 482,659 $ 475,548 Healthcare total assets 94,904 94,903 Other total assets 148,666 67,683 Total assets $ 726,229 $ 638,134 Public Sector goodwill $ 233,850 $ 222,364 Healthcare goodwill 46,828 46,828 Total goodwill $ 280,678 $ 269,192 n/m = not meaningful ____________________ 1. Adjusted EBITDA Margin represents adjusted EBITDA as a percentage of revenue. The chief operating decision maker primarily uses adjusted EBITDA margin to measure operating performance and for purposes of making decisions about allocating resources to the Company's business segments. 38 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) The Company has not disclosed expenditures on long-lived assets at a segment level as such expenditures are not reviewed by or provided to the chief operating decision maker at a segment level. 17. 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 December 31, 2024 and 2023, respectively, i3 Verticals, Inc. owned 23,437,250 and 23,279,170 of i3 Verticals, LLC's Common Units, representing a 70.1 % and 69.8 % economic ownership interest in i3 Verticals, LLC. The following table summarizes the impact on equity due to changes in the Company's ownership interest in i3 Verticals, LLC: Three Months Ended December 31, 2024 2023 Net income attributable to non-controlling interest $ 1,052 $ 438 Transfers (from) to non-controlling interests: Redemption of common units in i3 Verticals, LLC ( 237 ) — Allocation of equity (from) to non-controlling interests ( 293 ) 2,450 Net transfers (from) to non-controlling interests ( 530 ) 2,450 Change from net income attributable to non-controlling interests and net transfers to non-controlling interests $ 522 $ 2,888 See Note 20 for information regarding certain recapitalization actions the Company and i3 Verticals, LLC effected subsequent to December 31, 2024 in order to reduce excess cash held at the Company as a result of its “Up-C” structure, which adjusted the Company’s and the Continuing Equity Holders’ respective ownership interests in i3 Verticals, LLC. 18. 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. 39 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 continuing operations for the three months ended December 31, 2024 and 2023: Three Months Ended December 31, 2024 2023 Basic net income (loss) per share: Numerator Net income (loss) $ 3,322 $ ( 4,215 ) Less: Net income (loss) attributable to non-controlling interest 1,128 ( 1,330 ) Net income (loss) attributable to Class A common stockholders $ 2,194 $ ( 2,885 ) Denominator Weighted average shares of Class A common stock outstanding 23,551,352 23,267,290 Basic net income (loss) per share (1) $ 0.09 $ ( 0.12 ) Diluted net income per share: Numerator Net income attributable to Class A common stockholders $ 2,194 Reallocation of net income assuming conversion of common units (2) 858 Net income attributable to Class A common stockholders - diluted $ 3,052 Denominator Weighted average shares of Class A common stock outstanding 23,551,352 Weighted average effect of dilutive securities (3) 10,505,844 Weighted average shares of Class A common stock outstanding - diluted 34,057,196 Diluted net income per share $ 0.09 __________________________ 1. For the three months ended December 31, 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 for continuing operations: a. 10,093,394 weighted average shares of Class B common stock for the three months ended December 31, 2023, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive. b. 7,496,394 stock options for the three months ended December 31, 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, and c. 467,777 shares for the three months ended December 31, 2023, 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. 2. 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 10 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. 3. For the three months ended December 31, 2024, 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 for continuing operations: a. 6,236,721 stock options for the three months ended December 31, 2024, 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 discontinued operations for the three months ended December 31, 2023: Three Months Ended December 31, 2024 2023 Basic net (loss) income per share: Numerator Net (loss) income $ ( 214 ) $ 5,751 Less: Net (loss) income attributable to non-controlling interest ( 76 ) 1,768 Net (loss) income attributable to Class A common stockholders $ ( 138 ) $ 3,983 Denominator Weighted average shares of Class A common stock outstanding 23,551,352 23,267,290 Basic net (loss) income per share (1) $ ( 0.01 ) $ 0.17 Diluted net income per share: Numerator Net income attributable to Class A common stockholders $ 3,983 Reallocation of net income assuming conversion of common units (2) 1,336 Net income attributable to Class A common stockholders - diluted $ 5,319 Denominator Weighted average shares of Class A common stock outstanding 23,267,290 Weighted average effect of dilutive securities (3) 10,561,171 Weighted average shares of Class A common stock outstanding - diluted 33,828,461 Diluted net income per share $ 0.16 __________________________ 1. For the three months ended December 31, 2024, 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 for discontinued operations: a. 10,026,180 weighted average shares of Class B common stock for the three months ended December 31, 2024, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive. b. 6,236,721 stock options for the three months ended December 31, 2024 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. c. 479,664 shares for the three months ended December 31, 2024, 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) 2. 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 10 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. 3. For the three months ended December 31, 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 for discontinued operations: a. 7,496,394 stock options for the three months ended December 31, 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. 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 months ended December 31, 2023: Three Months Ended December 31, 2024 2023 Basic net income per share: Numerator Net income $ 3,108 $ 1,536 Less: Net income attributable to non-controlling interest 1,052 438 Net income attributable to Class A common stockholders $ 2,056 $ 1,098 Denominator Weighted average shares of Class A common stock outstanding 23,551,352 23,267,290 Basic net income per share $ 0.09 $ 0.05 Diluted net income per share: Numerator Net income attributable to Class A common stockholders $ 2,056 $ 1,098 Reallocation of net income assuming conversion of common units (1) 800 331 Net income attributable to Class A common stockholders - diluted $ 2,856 $ 1,429 Denominator Weighted average shares of Class A common stock outstanding 23,551,352 23,267,290 Weighted average effect of dilutive securities (2) 10,505,844 10,561,171 Weighted average shares of Class A common stock outstanding - diluted 34,057,196 33,828,461 Diluted net income per share $ 0.08 $ 0.04 __________________________ 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 10 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 months ended December 31, 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 from consolidated operations: a. 6,236,721 and 7,496,394 stock options for the three months ended December 31, 2024 and 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. 42 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. 19. SIGNIFICANT NON-CASH TRANSACTIONS The Company engaged in the following significant non-cash investing and financing activities related to continuing operations during the three months ended December 31, 2024 and 2023: Three months ended December 31, 2024 2023 Acquisition date fair value of contingent consideration in connection with business combinations $ — $ 170 Right-of-use assets obtained in exchange for operating lease obligations $ 288 $ 18 20. SUBSEQUENT EVENTS On January 23, 2025, the Company and i3 Verticals, LLC effected certain recapitalization actions in order to reduce excess cash held at the Company as a result of its “Up-C” structure following a tax distribution received by the Company and the Continuing Equity Owners earlier in January 2025 (the “LLC Tax Distribution”) related to the taxable income associated with the gain on the sale of the Merchant Services Business completed in September 2024 that is anticipated to be recognized for 2024 federal income tax purposes by members of the Company. As a result of differences in the amount of net taxable income allocable to the Company and to the Continuing Equity Owners and the higher assumed tax rate of the Continuing Equity Owners than the tax rate of the Company, this LLC Tax Distribution resulted in the Company holding cash in excess of the Company’s tax liabilities, its obligation to make payments under its tax receivables agreement, and any other expected liabilities of the Company. Accordingly, in order to make such cash held by the Company accessible in connection with our operations, on January 23, 2025, the Company contributed approximately $ 21,396 in cash (the “Capital Contribution”) held by the Company to i3 LLC in exchange for 896,763 newly-issued common units of i3 Verticals, LLC (“Common Units”) at a price per Common Unit of $ 23.86 , such price being equal to the to the 50 -day volume-weighted average price of the Company’s Class A common stock for the period ended January 22, 2025. Immediately following the Capital Contribution, the Common Units were recapitalized through a reverse unit split of the Common Units at a ratio of approximately 0.9631 to 1 (the “Reverse Unit Split”) which caused the number of Common Units held by the Company immediately following the Reverse Unit Split to equal to the number of 43 i3 VERTICALS, Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except unit, share and per share amounts) Common Units held by the Company immediately prior to the Contribution, thereby maintaining a one -to-one ratio between the number of Common Units owned by the Company and the number of outstanding shares of Class A Common Stock. Upon the effectiveness of the Reverse Unit Split, 369,256 outstanding shares of Class B common stock of the Company were retired without consideration, thereby maintaining a one -to-one ratio between the number of Common Units owned by the Continuing Equity Owners after giving to the Reverse Unit Split and the number of outstanding shares of Class B Common Stock. After giving effect to these recapitalization actions, as of January 23, 2025, the Company holds approximately 70.83 % of the outstanding Common Units (an increase of approximately 0.78 % compared to the Company’s ownership of approximately 70.05 % of the outstanding Common Units immediately prior to giving effect to these recapitalization actions) and the Continuing Equity Owners hold approximately 29.17 % of the outstanding Common Units (a decrease of approximately 0.78 % compared to the Continuing Equity Owners’ ownership of approximately 29.95 % of the outstanding Common Units immediately prior to giving effect to these recapitalization actions). 44