EX-99.2 5 segmentsq2fy2019presenta.htm EXHIBIT 99.2 segmentsq2fy2019presenta
Q2 Fiscal 2019 Supplemental Segment Information


 
Q2 YTD Fiscal 2019 Segment Performance(1) ($ in thousands) Six months ended March 31, Period over 2019 2018 period growth Adjusted Net Revenue(2) Merchant Services, excluding Purchased Portfolios $ 43,514 $ 39,418 10% Purchased Portfolios 3,578 5,149 (31)% Merchant Services 47,092 44,567 6% Proprietary Software and Payments 13,926 7,484 86% Other — (3) nm Total $ 61,018 $ 52,048 17% Adjusted EBITDA(2) Merchant Services $ 15,677 $ 15,309 2% Proprietary Software and Payments 6,406 3,044 110% Other (4,758) (3,792) 25% Total $ 17,325 $ 14,561 19% Adjusted EBITDA as a percentage of Net Revenue 28% 28% Volume Merchant Services $ 5,598,259 $ 5,333,485 5% Proprietary Software and Payments 288,398 252,736 14% Total $ 5,886,657 $ 5,586,221 5% 1. i3 Verticals has two segments, “Merchant Services,” which includes Purchased Portfolios (a subset of merchant contracts purchased in 2014 and 2017) and "Proprietary Software and Payments." i3 Verticals also has an “Other” category, which includes corporate overhead. 2. Adjusted Net Revenue and Adjusted EBITDA are non-GAAP financial measures. Refer to the following slides for the reconciliation of non-GAAP financial measures.


 
Reconciliation of Non-GAAP Financial Measures The reconciliation of our revenue to non-GAAP adjusted net revenue is as follows: ($ in thousands) Six Months Ended March 31, 2019 Proprietary Software Merchant Services(2) and Payments Other Total Revenue $ 154,577 $ 15,685 $ — $ 170,262 Acquisition revenue adjustments(1) — 1,270 — 1,270 Interchange and network fees (107,485) (3,029) — (110,514) Net Revenue $ 47,092 $ 13,926 $ — $ 61,018 ($ in thousands) Six Months Ended March 31, 2018 Proprietary Software Merchant Services(3) and Payments Other Total Revenue $ 144,906 $ 10,017 $ (3) $ 154,920 Interchange and network fees (100,339) (2,533) — (102,872) Net Revenue $ 44,567 $ 7,484 $ (3) $ 52,048 1. Under GAAP, companies must adjust, as necessary, beginning balances of acquired deferred revenue to fair value as part of acquisition accounting as defined by GAAP. Acquisition revenue adjustments remove the effect of these adjustments to acquisition date fair value from acquisitions that have closed as of the date of the earnings release. 2. Merchant Services includes purchased portfolios which had revenue of $6,877, acquisition revenue adjustments of $0 and interchange and network fees of $3,299 for the six months ended March 31, 2019. 3. Merchant Services includes purchased portfolios which had revenue of $9,801 and interchange and network fees of $4,652 for the six months ended March 31, 2018.


 
Reconciliation of Non-GAAP Financial Measures The reconciliation of our income (loss) from operations to non-GAAP pro forma adjusted net income and non-GAAP adjusted EBITDA is as follows: ($ in thousands) Six Months Ended March 31, 2019 Six Months Ended March 31, 2018 Proprietary Proprietary Merchant Software and Merchant Software and Services Payments Other Total Services Payments Other Total Income (loss) from operations $ 10,664 $ 767 $ (8,104) $ 3,327 $ 9,146 $ 1,266 $ (4,468) $ 5,944 Interest expense, net 578 — 1,491 2,069 563 — 4,443 5,006 Change in fair value of warrant liability — — — — — — 8,245 8,245 Provision for income taxes 435 — (306) 129 (232) — 93 (139) Net income (loss) 9,651 767 (9,289) 1,129 8,815 1,266 (17,249) (7,168) Non-GAAP Adjustments: Provision for income taxes 435 — (306) 129 (232) — 93 (139) Offering-related expenses(1) — — — — — — 124 124 Non-cash change in fair value of contingent consideration(2) (709) 2,862 — 2,153 1,448 681 — 2,129 Non-cash change in fair value of warrant liability(3) — — — — — — 8,245 8,245 Equity-based compensation(4) — — 2,314 2,314 — — — — Acquisition revenue adjustments(5) — 1,270 — 1,270 — — — — Acquisition-related expenses(6) — — 621 621 — — 447 447 Acquisition intangible amortization(7) 5,387 722 1 6,110 4,458 168 4 4,630 Non-cash interest(8) — — 465 465 — — 465 465 Other taxes(9) 23 4 163 190 — — 41 41 Non-GAAP adjusted income before taxes 14,787 5,625 (6,031) 14,381 14,489 2,115 (7,830) 8,774 Pro forma taxes at effective tax rate(10) (3,696) (1,406) 1,507 (3,595) (3,623) (529) 1,957 (2,195) Pro forma adjusted net income 11,091 4,219 (4,524) 10,786 10,866 1,586 (5,873) 6,579 Plus: Cash interest expense, net(11) 578 — 1,026 1,604 563 — 3,978 4,541 Pro forma taxes at effective tax rate(10) 3,696 1,406 (1,507) 3,595 3,623 529 (1,957) 2,195 Depreciation and internally developed software amortization(12) 312 781 247 1,340 257 929 60 1,246 Adjusted EBITDA $ 15,677 $ 6,406 $ (4,758) $ 17,325 $ 15,309 $ 3,044 $ (3,792) $ 14,561 See footnotes continued on the next slide.


 
Reconciliation of Non-GAAP Financial Measures 1. Includes costs associated with forming i3 Verticals, Inc. and other expenses directly related to the certain transactions as part of any offering. 2. Non-cash change in fair value of contingent consideration reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the later of the most recent balance sheet date forming the beginning of the income statement period or the original estimates made at the closing of the applicable acquisition. 3. Non-cash change in warrant liability reflects the fair value change in certain warrants for our common units associated with our mezzanine notes in the aggregate principal amount of $10.5 million. These warrants are accounted for as liabilities on our consolidated balance sheets. 4. Equity-based compensation expense consisted of $2,314 thousand related to stock options issued under the Company's 2018 Equity Incentive Plan during the six months ended March 31, 2019. 5. Under GAAP, companies must adjust, as necessary, beginning balances of acquired deferred revenue to fair value as part of acquisition accounting as defined by GAAP. Acquisition revenue adjustments remove the effect of these adjustments to acquisition date fair value from acquisitions that have closed as of the date of the earnings release. 6. Acquisition-related expenses are the professional service and related costs directly related to our acquisitions and are not part of our core performance. 7. Acquisition intangible amortization reflects amortization of intangible assets and software acquired through business combinations, acquired customer portfolios, acquired referral agreements and related asset acquisitions. 8. Non-cash interest expense reflects amortization of deferred financing costs. 9. Other taxes consist of franchise taxes, commercial activity taxes and other non-income based taxes. Taxes related to salaries or employment are not included. 10. Legal settlement is a charge from certain legal proceedings. 11. Pro forma corporate income tax expense is based on Non-GAAP adjusted income before taxes and is calculated using a tax rate of 25.0% for both 2019 and 2018, based on blended federal and state tax rates, considering the Tax Reform Act for 2018. 12. Cash interest expense, net represents all interest expense recorded on the Company's statement of operations other than non-cash interest expense, which represents amortization of deferred financing costs. 13. Depreciation and internally developed software amortization reflects depreciation on the Company's property, plant and equipment, net, and amortization expense on its internally developed capitalized software.


 
Q2 QTD Fiscal 2019 Segment Performance(1) ($ in thousands) Three months ended March 31, Period over 2019 2018 period growth Adjusted Net Revenue(2) Merchant Services, excluding Purchased Portfolios $ 22,213 $ 20,629 8% Purchased Portfolios 1,541 2,305 (33)% Merchant Services 23,754 22,934 4% Proprietary Software and Payments 7,694 4,132 86% Other — (1) nm Total $ 31,448 $ 27,065 16% Adjusted EBITDA(2) Merchant Services $ 7,826 $ 7,707 2% Proprietary Software and Payments 3,555 1,796 98% Other (2,634) (1,790) (47)% Total $ 8,747 $ 7,713 13% Adjusted EBITDA as a percentage of Net Revenue 28% 28% Volume Merchant Services $ 2,794,120 $ 2,627,705 6% Proprietary Software and Payments 148,688 130,587 14% Total $ 2,942,808 $ 2,758,292 7% 1. i3 Verticals has two segments, “Merchant Services,” which includes Purchased Portfolios (a subset of merchant contracts purchased in 2014 and 2017) and "Proprietary Software and Payments." i3 Verticals also has an “Other” category, which includes corporate overhead. 2. Adjusted Net Revenue and Adjusted EBITDA are non-GAAP financial measures. Refer to the following slides for the reconciliation of non-GAAP financial measures.


 
Reconciliation of Non-GAAP Financial Measures The reconciliation of our revenue to non-GAAP adjusted net revenue is as follows: ($ in thousands) Three Months Ended March 31, 2019 Proprietary Software Merchant Services(2) and Payments Other Total Revenue $ 76,875 $ 8,519 $ — $ 85,394 Acquisition revenue adjustments(1) — 739 — 739 Interchange and network fees (53,121) (1,564) — (54,685) Adjusted Net Revenue $ 23,754 $ 7,694 $ — $ 31,448 ($ in thousands) Three Months Ended March 31, 2018 Proprietary Software Merchant Services(3) and Payments Other Total Revenue $ 72,226 $ 5,473 $ — $ 77,699 Interchange and network fees (49,292) (1,341) (1) (50,634) Adjusted Net Revenue $ 22,934 $ 4,132 $ (1) $ 27,065 1. Under GAAP, companies must adjust, as necessary, beginning balances of acquired deferred revenue to fair value as part of acquisition accounting as defined by GAAP. Acquisition revenue adjustments remove the effect of these adjustments to acquisition date fair value from acquisitions that have closed as of the date of the earnings release. 2. Merchant Services includes purchased portfolios which had revenue of $3,031, acquisition revenue adjustments of $0 and interchange and network fees of $1,490 for the three months ended March 31, 2019. 3. Merchant Services includes purchased portfolios which had revenue of $4,466 and interchange and network fees of $2,161 for the three months ended March 31, 2018.


 
Reconciliation of Non-GAAP Financial Measures The reconciliation of our income (loss) from operations to non-GAAP pro forma adjusted net income and non-GAAP adjusted EBITDA is as follows: ($ in thousands) Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 Proprietary Proprietary Merchant Software and Merchant Software and Services Payments Other Total Services Payments Other Total Income (loss) from operations $ 5,276 $ (922) $ (4,557) $ (203) $ 3,728 $ 1,041 $ (2,173) $ 2,596 Interest expense, net 289 — 866 1,155 338 — 2,280 2,618 Change in fair value of warrant liability — — — — — — 6,564 6,564 Provision for income taxes 188 — (324) (136) 140 — 110 250 Net income (loss) 4,799 (922) (5,099) (1,222) 3,250 1,041 (11,127) (6,836) Non-GAAP Adjustments: Provision for income taxes 188 — (324) (136) 140 — 110 250 Offering-related expenses(1) — — — — — — 124 124 Non-cash change in fair value of contingent consideration(2) (390) 2,892 — 2,502 1,573 174 — 1,747 Non-cash change in fair value of warrant liability(3) — — — — — — 6,564 6,564 Equity-based compensation(4) — — 1,363 1,363 — — — — Acquisition revenue adjustments(5) — 739 — 739 — — — — Acquisition-related expenses(6) — — 261 261 — — 220 220 Acquisition intangible amortization(7) 2,764 440 1 3,205 2,280 88 2 2,370 Non-cash interest(8) — — 232 232 — — 248 248 Other taxes(9) 23 4 160 187 — — 6 6 Non-GAAP adjusted income before taxes 7,384 3,153 (3,406) 7,131 7,243 1,303 (3,853) 4,693 Pro forma taxes at effective tax rate(10) (1,846) (788) 851 (1,783) (1,811) (326) 964 (1,173) Pro forma adjusted net income 5,538 2,365 (2,555) 5,348 5,432 977 (2,889) 3,520 Plus: Cash interest expense, net(11) 289 — 634 923 338 — 2,032 2,370 Pro forma taxes at effective tax rate(10) 1,846 788 (851) 1,783 1,811 326 (964) 1,173 Depreciation and internally developed software amortization(12) 153 402 138 693 126 493 31 650 Adjusted EBITDA $ 7,826 $ 3,555 $ (2,634) $ 8,747 $ 7,707 $ 1,796 $ (1,790) $ 7,713 See footnotes continued on the next slide.


 
Reconciliation of Non-GAAP Financial Measures 1. Includes costs associated with forming i3 Verticals, Inc. and other expenses directly related to the certain transactions as part of any offering. 2. Non-cash change in fair value of contingent consideration reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the later of the most recent balance sheet date forming the beginning of the income statement period or the original estimates made at the closing of the applicable acquisition. 3. Non-cash change in warrant liability reflects the fair value change in certain warrants for our common units associated with our mezzanine notes in the aggregate principal amount of $10.5 million. These warrants are accounted for as liabilities on our consolidated balance sheets. 4. Equity-based compensation expense consisted of $1,363 thousand related to stock options issued under the Company's 2018 Equity Incentive Plan during the three months ended March 31, 2019. 5. Under GAAP, companies must adjust, as necessary, beginning balances of acquired deferred revenue to fair value as part of acquisition accounting as defined by GAAP. Acquisition revenue adjustments remove the effect of these adjustments to acquisition date fair value from acquisitions that have closed as of the date of the earnings release. 6. Acquisition-related expenses are the professional service and related costs directly related to our acquisitions and are not part of our core performance. 7. Acquisition intangible amortization reflects amortization of intangible assets and software acquired through business combinations, acquired customer portfolios, acquired referral agreements and related asset acquisitions. 8. Non-cash interest expense reflects amortization of deferred financing costs. 9. Other taxes consist of franchise taxes, commercial activity taxes and other non-income based taxes. Taxes related to salaries or employment are not included. 10. Pro forma corporate income tax expense is based on Non-GAAP adjusted income before taxes and is calculated using a tax rate of 25.0% for both 2019 and 2018, based on blended federal and state tax rates, considering the Tax Reform Act for 2018. 11. Cash interest expense, net represents all interest expense recorded on the Company's statement of operations other than non-cash interest expense, which represents amortization of deferred financing costs. 12. Depreciation and internally developed software amortization reflects depreciation on the Company's property, plant and equipment, net, and amortization expense on its internally developed capitalized software.


 
Q1 Fiscal 2019 Segment Performance(1) ($ in thousands) Three months ended December 31, Period over 2018 2017 period growth Adjusted Net Revenue(2) Merchant Services, excluding Purchased Portfolios $ 21,301 $ 18,788 13% Purchased Portfolios 2,037 2,844 (28)% Merchant Services 23,338 21,632 8% Proprietary Software and Payments 6,232 3,353 86% Other — (2) nm Total $ 29,570 $ 24,983 18% Adjusted EBITDA(2) Merchant Services $ 7,851 $ 7,603 3% Proprietary Software and Payments 2,851 1,248 128% Other (2,124) (2,002) (6)% Total $ 8,578 $ 6,849 25% Adjusted EBITDA as a percentage of Net Revenue 29% 27% Volume Merchant Services $ 2,804,139 $ 2,705,780 4% Proprietary Software and Payments 139,710 122,149 14% Total $ 2,943,849 $ 2,827,929 4% 1. i3 Verticals has two segments, “Merchant Services,” which includes Purchased Portfolios (a subset of merchant contracts purchased in 2014 and 2017) and "Proprietary Software and Payments." i3 Verticals also has an “Other” category, which includes corporate overhead. 2. Adjusted Net Revenue and Adjusted EBITDA are non-GAAP financial measures. Refer to the following slides for the reconciliation of non-GAAP financial measures.


 
Reconciliation of Non-GAAP Financial Measures The reconciliation of our revenue to non-GAAP adjusted net revenue is as follows: ($ in thousands) Three Months Ended December 31, 2018 Proprietary Software Merchant Services(2) and Payments Other Total Revenue $ 77,702 $ 7,166 $ — $ 84,868 Acquisition revenue adjustments(1) — 531 — 531 Interchange and network fees (54,364) (1,465) — (55,829) Adjusted Net Revenue $ 23,338 $ 6,232 $ — $ 29,570 ($ in thousands) Three Months Ended December 31, 2017 Proprietary Software Merchant Services(3) and Payments Other Total Revenue $ 72,679 $ 4,545 $ (3) $ 77,221 Interchange and network fees (51,047) (1,192) 1 (52,238) Adjusted Net Revenue $ 21,632 $ 3,353 $ (2) $ 24,983 1. Under GAAP, companies must adjust, as necessary, beginning balances of acquired deferred revenue to fair value as part of acquisition accounting as defined by GAAP. Acquisition revenue adjustments move the effect of these adjustments to acquisition date fair value from acquisitions that have closed as of the date of the first quarter earnings release. 2. Merchant Services includes purchased portfolios which had revenue of $3,846, acquisition revenue adjustments of $0 and interchange and network fees of $1,809 for the three months ended December 31, 2018. 3. Merchant Services includes purchased portfolios which had revenue of $5,335 and interchange and network fees of $2,491 for the three months ended December 31, 2017.


 
Reconciliation of Non-GAAP Financial Measures The reconciliation of our income (loss) from operations to non-GAAP pro forma adjusted net income and non-GAAP adjusted EBITDA is as follows: ($ in thousands) Three Months Ended December 31, 2018 Three Months Ended December 31, 2017 Proprietary Proprietary Merchant Software and Merchant Software and Services Payments Other Total Services Payments Other Total Income (loss) from operations $ 5,388 $ 1,689 $ (3,547) $ 3,530 $ 5,418 $ 224 $ (2,295) $ 3,347 Interest expense, net 289 — 625 914 225 — 2,162 2,387 Change in fair value of warrant liability — — — — — — 1,681 1,681 Provision for (benefit from) income taxes 247 — 18 265 (372) — (17) (389) Net income (loss) 4,852 1,689 (4,190) 2,351 5,565 224 (6,121) (332) Non-GAAP Adjustments: Provision for (benefit from) income taxes 247 — 18 265 (372) — (17) (389) Non-cash change in fair value of contingent consideration(1) (319) (30) — (349) (125) 507 — 382 Non-cash change in fair value of warrant liability(2) — — — — — — 1,681 1,681 Equity-based compensation(3) — — 951 951 — — — — Acquisition revenue adjustments(4) — 531 — 531 — — — — Acquisition-related expenses(5) — — 360 360 — — 228 228 Acquisition intangible amortization(6) 2,623 282 — 2,905 2,178 80 2 2,260 Non-cash interest(7) — — 233 233 — — 221 221 Other taxes(8) — — 3 3 — — 36 36 Non-GAAP adjusted income (loss) before taxes 7,403 2,472 (2,625) 7,250 7,246 811 (3,970) 4,087 Pro forma taxes at effective tax rate(9) (1,850) (618) 656 (1,812) (1,812) (203) 993 (1,022) Pro forma adjusted net income (loss) 5,553 1,854 (1,969) 5,438 5,434 608 (2,977) 3,065 Plus: Cash interest expense, net(10) 289 — 392 681 225 — 1,941 2,166 Pro forma taxes at effective tax rate(9) 1,850 618 (656) 1,812 1,812 203 (993) 1,022 Depreciation and internally developed software amortization(11) 159 379 109 647 132 437 27 596 Adjusted EBITDA $ 7,851 $ 2,851 $ (2,124) $ 8,578 $ 7,603 $ 1,248 $ (2,002) $ 6,849 See footnotes continued on the next slide.


 
Reconciliation of Non-GAAP Financial Measures 1. Non-cash change in fair value of contingent consideration reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the later of the most recent balance sheet date forming the beginning of the income statement period or the original estimates made at the closing of the applicable acquisition. 2. Non-cash change in warrant liability reflects the fair value change in certain warrants for our common units associated with our mezzanine notes in the aggregate principal amount of $10.5 million. These warrants are accounted for as liabilities on our consolidated balance sheets. 3. Equity-based compensation expense consisted of $951 thousand related to stock options issued under the Company's 2018 Equity Incentive Plan during the three months ended December 31, 2018. 4. Acquisition-related expenses are the professional service and related costs directly related to our acquisitions and are not part of our core performance. 5. Under GAAP, companies must adjust, as necessary, beginning balances of acquired deferred revenue to fair value as part of acquisition accounting as defined by GAAP. Acquisition revenue adjustments remove the effect of these adjustments to acquisition date fair value from acquisitions that have closed as of the date of the first quarter earnings release. 6. Acquisition intangible amortization reflects amortization of intangible assets and software acquired through business combinations, acquired customer portfolios, acquired referral agreements and related asset acquisitions. 7. Non-cash interest expense reflects amortization of deferred financing costs. 8. Other taxes consist of franchise taxes, commercial activity taxes and other non-income based taxes. Taxes related to salaries or employment are not included. 9. Pro forma corporate income tax expense is based on Non-GAAP adjusted income before taxes and is calculated using a tax rate of 25.0% for both fiscal 2019 and 2018, based on blended federal and state tax rates, considering the Tax Reform Act for 2018. 10. Cash interest expense, net represents all interest expense recorded on the Company's statement of operations other than non-cash interest expense, which represents amortization of deferred financing costs. 11. Depreciation and internally developed software amortization reflects depreciation on the Company's property, plant and equipment, net, and amortization expense on its internally developed capitalized software.


 
Q4 Fiscal 2018 and 2017 Segment Performance(1) ($ in thousands) Three months ended September 30, Period over 2018 2017 period growth Adjusted Net Revenue(2) Merchant Services, excluding Purchased Portfolios $ 21,752 $ 14,425 51% Purchased Portfolios 1,823 2,775 (34)% Merchant Services 23,575 17,200 37% Proprietary Software and Payments 4,512 3,166 43% Other — (20) nm Total $ 28,087 $ 20,346 38% Adjusted EBITDA(2) Merchant Services $ 7,961 $ 6,361 25% Proprietary Software and Payments 1,710 676 153% Other (1,822) (1,286) (42)% Total $ 7,849 $ 5,751 36% Adjusted EBITDA as a percentage of Net Revenue 28% 28% Volume Merchant Services $ 2,850,503 $ 2,668,734 7% Proprietary Software and Payments 120,717 103,574 17% Total $ 2,971,220 $ 2,772,308 7% 1. i3 Verticals has two segments, “Merchant Services,” which includes Purchased Portfolios (a subset of merchant contracts purchased in 2014 and 2017) and "Proprietary Software and Payments." i3 Verticals also has an “Other” category, which includes corporate overhead. 2. Adjusted Net Revenue and Adjusted EBITDA are non-GAAP financial measures. Refer to the following slides for the reconciliation of non-GAAP financial measures.


 
Reconciliation of Non-GAAP Financial Measures The reconciliation of our revenue to non-GAAP adjusted net revenue is as follows: ($ in thousands) Three Months Ended September 30, 2018 Proprietary Software Merchant Services(1) and Payments Other Total Revenue $ 78,258 $ 5,795 $ — $ 84,053 Interchange and network fees (54,683) (1,283) — (55,966) Adjusted Net Revenue $ 23,575 $ 4,512 $ — $ 28,087 ($ in thousands) Three Months Ended September 30, 2017 Proprietary Software Merchant Services(2) and Payments Other Total Revenue $ 67,560 $ 4,239 $ (20) $ 71,779 Interchange and network fees (50,360) (1,073) — (51,433) Adjusted Net Revenue $ 17,200 $ 3,166 $ (20) $ 20,346 1. Merchant Services includes purchased portfolios which had revenue of $3,778 and interchange and network fees of $1,955 for the three months ended September 30, 2018. 2. Merchant Services includes purchased portfolios which had revenue of $5,467 and interchange and network fees of $2,692 for the three months ended September 30, 2017.


 
Reconciliation of Non-GAAP Financial Measures The reconciliation of our income (loss) from operations to non-GAAP pro forma adjusted net income and non-GAAP adjusted EBITDA is as follows: ($ in thousands) Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Proprietary Proprietary Merchant Software and Merchant Software and Services Payments Other Total Services Payments Other Total Income (loss) from operations $ 5,329 $ 878 $ (2,712) $ 3,495 $ 3,661 $ 168 $ (1,751) $ 2,078 Interest expense, net 372 — 477 849 — — 1,975 1,975 Change in fair value of warrant liability — — — — — — (357) (357) Provision for (benefit from) income taxes 585 — (801) (216) 27 — 49 76 Net income (loss) 4,372 878 (2,388) 2,862 3,634 168 (3,418) 384 Non-GAAP Adjustments: Provision for (benefit from) income taxes 585 — (801) (216) 27 — 49 76 Non-cash change in fair value of contingent consideration(1) 237 349 — 586 (400) 5 — (395) Non-cash change in fair value of warrant liability(2) — — — — — — (357) (357) Equity-based compensation(3) — — 750 750 — — — — Acquisition-related expenses(4) — — 53 53 7 — 423 430 Acquisition intangible amortization(5) 2,257 97 24 2,378 1,914 87 2 2,003 Non-cash interest(6) — — 233 233 — — 124 124 Other taxes(7) — — 2 2 — — 11 11 Legal settlement(8) — — — — 995 — — 995 Non-GAAP adjusted income (loss) before taxes 7,451 1,324 (2,127) 6,648 6,177 260 (3,166) 3,271 Pro forma taxes at effective tax rate(9) (1,863) (331) 532 (1,662) (1,544) (65) 791 (818) Pro forma adjusted net income (loss) 5,588 993 (1,595) 4,986 4,633 195 (2,375) 2,453 Plus: Cash interest expense, net(10) 372 — 244 616 — — 1,851 1,851 Pro forma taxes at effective tax rate(9) 1,863 331 (532) 1,662 1,544 65 (791) 818 Depreciation and internally developed software amortization(11) 138 386 61 585 184 416 29 629 Adjusted EBITDA $ 7,961 $ 1,710 $ (1,822) $ 7,849 $ 6,361 $ 676 $ (1,286) $ 5,751 See footnotes continued on the next slide.


 
Reconciliation of Non-GAAP Financial Measures 1. Non-cash change in fair value of contingent consideration reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the later of the most recent balance sheet date forming the beginning of the income statement period or the original estimates made at the closing of the applicable acquisition. 2. Non-cash change in warrant liability reflects the fair value change in certain warrants for our common units associated with our mezzanine notes in the aggregate principal amount of $10.5 million. These warrants are accounted for as liabilities on our consolidated balance sheets. 3. Equity-based compensation expense consisted of $750 thousand related to stock options issued under the Company's 2018 Equity Incentive Plan during the three months ended September 30, 2018. 4. Acquisition-related expenses are the professional service and related costs directly related to our acquisitions and are not part of our core performance. 5. Acquisition intangible amortization reflects amortization of intangible assets and software acquired through business combinations, acquired customer portfolios, acquired referral agreements and related asset acquisitions. 6. Non-cash interest expense reflects amortization of deferred financing costs. 7. Other taxes consist of franchise taxes, commercial activity taxes and other non-income based taxes. Taxes related to salaries or employment are not included. 8. Legal settlement is a charge from certain legal proceedings. 9. Pro forma corporate income tax expense is based on Non-GAAP adjusted income before taxes and is calculated using a tax rate of 25.0% for both fiscal 2018 and 2017, based on blended federal and state tax rates, considering the Tax Reform Act for 2018. 10. Cash interest expense, net represents all interest expense recorded on the Company's statement of operations other than non-cash interest expense, which represents amortization of deferred financing costs. 11. Depreciation and internally developed software amortization reflects depreciation on the Company's property, plant and equipment, net, and amortization expense on its internally developed capitalized software.


 
Q3 Fiscal 2018 and 2017 Segment Performance(1) ($ in thousands) Three months ended June 30, Period over period 2018 2017 growth Adjusted Net Revenue(2) Merchant Services, excluding Purchased Portfolios $ 23,025 $ 12,737 81% Purchased Portfolios 2,068 2,939 (30)% Merchant Services 25,093 15,676 60% Proprietary Software and Payments 3,738 2,121 76% Other — (34) nm Total $ 28,831 $ 17,763 62% Adjusted EBITDA(2) Merchant Services $ 8,275 $ 5,638 47% Proprietary Software and Payments 1,463 220 565% Other (1,801) (1,422) (27)% Total $ 7,937 $ 4,436 79% Adjusted EBITDA as a percentage of Net Revenue 28% 25% Volume Merchant Services $ 2,888,278 $ 2,542,722 14% Proprietary Software and Payments 109,088 84,280 29% Total $ 2,997,366 $ 2,627,002 14% 1. i3 Verticals has two segments, “Merchant Services,” which includes Purchased Portfolios (a subset of merchant contracts purchased in 2014 and 2017) and "Proprietary Software and Payments." i3 Verticals also has an “Other” category, which includes corporate overhead. 2. Adjusted Net Revenue and Adjusted EBITDA are non-GAAP financial measures. Refer to the following slides for the reconciliation of non-GAAP financial measures.


 
Reconciliation of Non-GAAP Financial Measures The reconciliation of our revenue to non-GAAP adjusted net revenue is as follows: ($ in thousands) Three Months Ended June 30, 2018 Proprietary Software Merchant Services(1) and Payments Other Total Revenue $ 79,766 $ 4,770 $ — $ 84,536 Interchange and network fees (54,673) (1,032) — (55,705) Adjusted Net Revenue $ 25,093 $ 3,738 $ — $ 28,831 ($ in thousands) Three Months Ended June 30, 2017 Proprietary Software Merchant Services(2) and Payments Other Total Revenue $ 63,413 $ 2,947 $ (34) $ 66,326 Interchange and network fees (47,737) (826) — (48,563) Adjusted Net Revenue $ 15,676 $ 2,121 $ (34) $ 17,763 1. Merchant Services includes purchased portfolios which had revenue of $4,218 and interchange and network fees of $2,150 for the three months ended June 30, 2018. 2. Merchant Services includes purchased portfolios which had revenue of $5,890 and interchange and network fees of $2,951 for the three months ended June 30, 2017.


 
Reconciliation of Non-GAAP Financial Measures The reconciliation of our income (loss) from operations to non-GAAP pro forma adjusted net income and non-GAAP adjusted EBITDA is as follows: ($ in thousands) Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 Proprietary Proprietary Merchant Software and Merchant Software and Services Payments Other Total Services Payments Other Total Income (loss) from operations $ 5,762 $ (118) $ (2,721) $ 2,923 $ 3,706 $ 546 $ (1,535) $ 2,717 Interest expense, net 360 — 2,284 2,644 — — 1,717 1,717 Change in fair value of warrant liability — — 242 242 — — (58) (58) (Benefit from) provision for income taxes (39) — 731 692 57 1 113 171 Net income (loss) 5,441 (118) (5,978) (655) 3,649 545 (3,307) 887 Non-GAAP Adjustments: (Benefit from) provision for income taxes (39) — 731 692 57 1 113 171 Non-cash change in fair value of contingent consideration(1) 87 1,064 — 1,151 29 (775) — (746) Non-cash change in fair value of warrant liability(2) — — 242 242 — — (58) (58) Equity-based compensation(3) — — 817 817 — — — — Acquisition-related expenses(4) — — 30 30 — — 60 60 Acquisition intangible amortization(5) 2,297 79 — 2,376 1,736 61 3 1,800 Non-cash interest(6) — — 370 370 — — 108 108 Other taxes(7) 2 — 14 16 — — 23 23 Non-GAAP adjusted income (loss) before taxes 7,788 1,025 (3,774) 5,039 5,471 (168) (3,058) 2,245 Pro forma taxes at effective tax rate(8) (1,946) (256) 942 (1,260) (1,395) 43 780 (572) Pro forma adjusted net income (loss) 5,842 769 (2,832) 3,779 4,076 (125) (2,278) 1,673 Plus: Cash interest expense, net(9) 360 — 1,914 2,274 — — 1,609 1,609 Pro forma taxes at effective tax rate(8) 1,946 256 (942) 1,260 1,395 (43) (780) 572 Depreciation and software amortization(10) 127 438 59 624 167 388 27 582 Adjusted EBITDA $ 8,275 $ 1,463 $ (1,801) $ 7,937 $ 5,638 $ 220 $ (1,422) $ 4,436 See footnotes continued on the next slide.


 
Reconciliation of Non-GAAP Financial Measures 1. Non-cash change in fair value of contingent consideration reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the later of the most recent balance sheet date forming the beginning of the income statement period or the original estimates made at the closing of the applicable acquisition. 2. Non-cash change in warrant liability reflects the fair value change in certain warrants for our common units associated with our mezzanine notes in the aggregate principal amount of $10.5 million. These warrants are accounted for as liabilities on our condensed consolidated balance sheets. 3. Equity-based compensation expense consisted of $76 thousand related to stock options issued under the Company's 2018 Equity Incentive Plan and $741 thousand related to tax receivables agreement (TRA) non-participation compensatory shares during the three months ended June 30, 2018. TRA non-participation compensatory shares were issued to former equity owners as part of the Reorganization Transactions in conjunction with the IPO. 4. Acquisition-related expenses are the professional service and related costs directly related to our acquisitions and are not part of our core performance. 5. Acquisition intangible amortization reflects amortization of intangible assets and software acquired through business combinations, acquired customer portfolios, acquired referral agreements and related asset acquisitions. 6. Non-cash interest expense reflects amortization of deferred financing costs. 7. Other taxes consist of franchise taxes, commercial activity taxes and other non-income based taxes. Taxes related to salaries or employment are not included. 8. Pro forma corporate income tax expense is based on Non-GAAP adjusted income before taxes and is calculated using a tax rate of 25.0% and 25.5% fiscal 2018 and 2017, respectively, based on blended federal and state tax rates, considering the Tax Reform Act for 2018. 9. Cash interest expense, net represents all interest expense recorded on the Company's statement of operations other than non-cash interest expense, which represents amortization of deferred financing costs. 10. Depreciation and software amortization reflects depreciation on the Company's property, plant and equipment, net, and amortization expense on its capitalized software.


 
Q2 Fiscal 2018 and 2017 Segment Performance(1) ($ in thousands) Three months ended March 31, Period over period 2018 2017 growth Adjusted Net Revenue(2) Merchant Services, excluding Purchased Portfolios $ 20,629 $ 11,752 76% Purchased Portfolios 2,305 3,076 (25)% Merchant Services 22,934 14,828 55% Proprietary Software and Payments 4,132 2,728 51% Other (1) 158 nm Total $ 27,065 $ 17,714 53% Adjusted EBITDA(2) Merchant Services $ 7,707 $ 5,095 51% Proprietary Software and Payments 1,796 705 155% Other (1,790) (1,052) (70)% Total $ 7,713 $ 4,748 62% Adjusted EBITDA as a percentage of Net Revenue 28% 27% Volume Merchant Services $ 2,627,705 $ 2,322,120 13% Proprietary Software and Payments 130,587 105,367 24% Total $ 2,758,292 $ 2,427,487 14% 1. i3 Verticals has two segments, “Merchant Services,” which includes Purchased Portfolios (a subset of merchant contracts purchased in 2014 and 2017) and "Proprietary Software and Payments." i3 Verticals also has an “Other” category, which includes corporate overhead. 2. Adjusted Net Revenue and Adjusted EBITDA are non-GAAP financial measures. Refer to the following slides for the reconciliation of non-GAAP financial measures.


 
Reconciliation of Non-GAAP Financial Measures The reconciliation of our revenue to non-GAAP adjusted net revenue is as follows: ($ in thousands) Three Months Ended March 31, 2018 Proprietary Software Merchant Services(1) and Payments Other Total Revenue $ 72,226 $ 5,473 $ — $ 77,699 Interchange and network fees (49,292) (1,341) (1) (50,634) Adjusted Net Revenue $ 22,934 $ 4,132 $ (1) $ 27,065 ($ in thousands) Three Months Ended March 31, 2017 Proprietary Software Merchant Services(2) and Payments Other Total Revenue $ 57,890 $ 3,835 $ 410 $ 62,135 Interchange and network fees (43,062) (1,107) (252) (44,421) Adjusted Net Revenue $ 14,828 $ 2,728 $ 158 $ 17,714 1. Merchant Services includes purchased portfolios which had revenue of $4,466 and interchange and network fees of $2,161 for the three months ended March 31, 2018. 2. Merchant Services includes purchased portfolios which had revenue of $5,719 and interchange and network fees of $2,643 for the three months ended March 31, 2017.


 
Reconciliation of Non-GAAP Financial Measures The reconciliation of our income (loss) from operations to non-GAAP pro forma adjusted net income and non-GAAP adjusted EBITDA is as follows: ($ in thousands) Three Months Ended March 31, 2018 Three Months Ended March 31, 2017 Proprietary Proprietary Merchant Software and Merchant Software and Services Payments Other Total Services Payments Other Total Income (loss) from operations $ 3,728 $ 1,041 $ (2,173) $ 2,596 $ 3,126 $ (190) $ (1,228) $ 1,708 Interest expense, net 338 — 2,280 2,618 — — 1,649 1,649 Change in fair value of warrant liability — — 6,564 6,564 — — — — Provision for income taxes 140 — 110 250 — — 10 10 Net income (loss) 3,250 1,041 (11,127) (6,836) 3,126 (190) (2,887) 49 Non-GAAP Adjustments: Provision for income taxes 140 — 110 250 — — 10 10 Offering-related expenses(1) — — 124 124 — — — — Non-cash change in fair value of contingent consideration(2) 1,573 174 — 1,747 — 360 — 360 Non-cash change in fair value of warrant liability(3) — — 6,564 6,564 — — — — Acquisition-related expenses(4) — — 220 220 — — 145 145 Acquisition intangible amortization(5) 2,280 88 2 2,370 1,819 65 2 1,886 Non-cash interest(6) — — 248 248 — — 111 111 Other taxes(7) — — 6 6 — — 2 2 Non-GAAP adjusted income (loss) before taxes 7,243 1,303 (3,853) 4,693 4,945 235 (2,617) 2,563 Pro forma taxes at effective tax rate(8) (1,811) (326) 964 (1,173) (1,261) (60) 667 (654) Pro forma adjusted net income (loss) 5,432 977 (2,889) 3,520 3,684 175 (1,950) 1,909 Plus: Cash interest expense, net(9) 338 — 2,032 2,370 — — 1,538 1,538 Pro forma taxes at effective tax rate(8) 1,811 326 (964) 1,173 1,261 60 (667) 654 Depreciation and software amortization(10) 126 493 31 650 150 470 27 647 Adjusted EBITDA $ 7,707 $ 1,796 $ (1,790) $ 7,713 $ 5,095 $ 705 $ (1,052) $ 4,748 See footnotes continued on the next slide.


 
Reconciliation of Non-GAAP Financial Measures 1. Includes costs associated with forming i3 Verticals, Inc. and other expenses directly related to the certain transactions as part of any offering. 2. Non-cash change in fair value of contingent consideration reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the later of the most recent balance sheet date forming the beginning of the income statement period or the original estimates made at the closing of the applicable acquisition. 3. Non-cash change in warrant liability reflects the fair value change in certain warrants for our common units associated with our mezzanine notes in the aggregate principal amount of $10.5 million. These warrants are accounted for as liabilities on our condensed consolidated balance sheets. 4. Acquisition-related expenses are the professional service and related costs directly related to our acquisitions and are not part of our core performance. 5. Acquisition intangible amortization reflects amortization of intangible assets and software acquired through business combinations, acquired customer portfolios, acquired referral agreements and related asset acquisitions. 6. Non-cash interest expense reflects amortization of deferred financing costs. 7. Other taxes consist of franchise taxes, commercial activity taxes and other non-income based taxes. Taxes related to salaries or employment are not included. 8. Pro forma corporate income tax expense is based on Non-GAAP adjusted income before taxes and is calculated using a tax rate of 25.0% and 25.5% for fiscal 2018 and 2017, respectively, based on blended federal and state tax rates, considering the Tax Reform Act for 2018. 9. Cash interest expense, net represents all interest expense recorded on the Company's statement of operations other than non-cash interest expense, which represents amortization of deferred financing costs. 10. Depreciation and software amortization reflects depreciation on the Company's property, plant and equipment, net, and amortization expense on its capitalized software.


 
Q1 Fiscal 2018 and 2017 Segment Performance(1) ($ in thousands) Three months ended December 31, Period over 2017 2016 period growth Adjusted Net Revenue(2) Merchant Services, excluding Purchased Portfolios $ 18,788 $ 11,835 59% Purchased Portfolios 2,844 3,325 (14)% Merchant Services 21,632 15,160 43% Proprietary Software and Payments 3,353 2,596 29% Other (2) (120) nm Total $ 24,983 $ 17,636 42% Adjusted EBITDA(2) Merchant Services $ 7,603 $ 5,565 37% Proprietary Software and Payments 1,248 254 391% Other (2,002) (1,490) (34)% Total $ 6,849 $ 4,329 58% Adjusted EBITDA as a percentage of Net Revenue 27% 25% Volume Merchant Services $ 2,705,780 $ 2,350,371 15% Proprietary Software and Payments 122,149 92,267 32% Total $ 2,827,929 $ 2,442,638 16% 1. i3 Verticals has two segments, “Merchant Services,” which includes Purchased Portfolios (a subset of merchant contracts purchased in 2014 and 2017) and "Proprietary Software and Payments." i3 Verticals also has an “Other” category, which includes corporate overhead. 2. Adjusted Net Revenue and Adjusted EBITDA are non-GAAP financial measures. Refer to the following slides for the reconciliation of non-GAAP financial measures.


 
Reconciliation of Non-GAAP Financial Measures The reconciliation of our revenue to non-GAAP adjusted net revenue is as follows: ($ in thousands) Three Months Ended December 31, 2017 Proprietary Software Merchant Services(1) and Payments Other Total Revenue $ 72,679 $ 4,545 $ (3) $ 77,221 Interchange and network fees (51,047) (1,192) 1 (52,238) Adjusted Net Revenue $ 21,632 $ 3,353 $ (2) $ 24,983 ($ in thousands) Three Months Ended December 31, 2016 Proprietary Software Merchant Services(2) and Payments Other Total Revenue $ 59,142 $ 3,561 $ (372) $ 62,331 Interchange and network fees (43,982) (965) 252 (44,695) Adjusted Net Revenue $ 15,160 $ 2,596 $ (120) $ 17,636 1. Merchant Services includes purchased portfolios which had revenue of $5,335 and interchange and network fees of $2,491 for the three months ended December 31, 2017. 2. Merchant Services includes purchased portfolios which had revenue of $6,401 and interchange and network fees of $3,076 for the three months ended December 31, 2016.


 
Reconciliation of Non-GAAP Financial Measures The reconciliation of our income (loss) from operations to non-GAAP pro forma adjusted net income and non-GAAP adjusted EBITDA is as follows: ($ in thousands) Three Months Ended December 31, 2017 Three Months Ended December 31, 2016 Proprietary Proprietary Merchant Software and Merchant Software and Services Payments Other Total Services Payments Other Total Income (loss) from operations $ 5,418 $ 224 $ (2,295) $ 3,347 $ 2,942 $ (195) $ (1,650) $ 1,097 Interest expense, net 225 — 2,162 2,387 — — 1,595 1,595 Change in fair value of warrant liability — — 1,681 1,681 — — — — Provision for (benefit from) income taxes (372) — (17) (389) — — (80) (80) Net income (loss) 5,565 224 (6,121) (332) 2,942 (195) (3,165) (418) Non-GAAP Adjustments: Provision for (benefit from) income taxes (372) — (17) (389) — — (80) (80) Non-cash change in fair value of contingent consideration(1) (125) 507 — 382 563 — — 563 Non-cash change in fair value of warrant liability(2) — — 1,681 1,681 — — — — Acquisition-related expenses(3) — — 228 228 — — 131 131 Acquisition intangible amortization(4) 2,178 80 2 2,260 1,915 63 2 1,980 Non-cash interest(5) — — 221 221 — — 110 110 Other taxes(6) — — 36 36 — — — — Non-GAAP adjusted income (loss) before taxes 7,246 811 (3,970) 4,087 5,420 (132) (3,002) 2,286 Pro forma taxes at effective tax rate(7) (1,812) (203) 993 (1,022) (1,382) 34 766 (582) Pro forma adjusted net income (loss) 5,434 608 (2,977) 3,065 4,038 (98) (2,236) 1,704 Plus: Cash interest expense, net(8) 225 — 1,941 2,166 — — 1,485 1,485 Pro forma taxes at effective tax rate(7) 1,812 203 (993) 1,022 1,382 (34) (766) 582 Depreciation and software amortization(9) 132 437 27 596 145 386 27 558 Adjusted EBITDA $ 7,603 $ 1,248 $ (2,002) $ 6,849 $ 5,565 $ 254 $ (1,490) $ 4,329 See footnotes continued on the next slide.


 
Reconciliation of Non-GAAP Financial Measures 1. Non-cash change in fair value of contingent consideration reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the later of the most recent balance sheet date forming the beginning of the income statement period or the original estimates made at the closing of the applicable acquisition. 2. Non-cash change in warrant liability reflects the fair value change in certain warrants for our common units associated with our mezzanine notes in the aggregate principal amount of $10.5 million. These warrants are accounted for as liabilities on our consolidated balance sheets. 3. Acquisition-related expenses are the professional service and related costs directly related to our acquisitions and are not part of our core performance. 4. Acquisition intangible amortization reflects amortization of intangible assets and software acquired through business combinations, acquired customer portfolios, acquired referral agreements and related asset acquisitions. 5. Non-cash interest expense reflects amortization of deferred financing costs. 6. Other taxes consist of franchise taxes, commercial activity taxes and other non-income based taxes. Taxes related to salaries or employment are not included. 7. Pro forma corporate income tax expense is based on Non-GAAP adjusted income before taxes and is calculated using a tax rate of 25.0% and 25.5% for fiscal 2018 and 2017, respectively, based on blended federal and state tax rates, considering the Tax Reform Act for 2018. 8. Cash interest expense, net represents all interest expense recorded on the Company's statement of operations other than non-cash interest expense, which represents amortization of deferred financing costs. 9. Depreciation and software amortization reflects depreciation on the Company's property, plant and equipment, net, and amortization expense on its capitalized software.