EX-99.2 5 supplementalpresentation.htm EX-99.2 supplementalpresentation
Q2 Fiscal 2023 Supplemental Information


 
2 Revenue Composition ($ in thousands) Quarter Ended March 31, 2023 December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 Software and related service revenue SaaS(1) $ 9,901 $ 9,230 $ 8,833 $ 8,450 $ 7,899 $ 6,310 $ 6,173 $ 6,107 $ 5,632 Transaction-based(2) 3,319 3,331 3,137 3,253 2,642 2,325 2,081 2,144 1,393 Maintenance(3) 8,140 7,417 5,600 5,720 5,672 5,897 5,776 5,644 2,849 Recurring software services(4) 11,266 10,164 10,945 10,768 11,107 10,311 3,237 3,587 3,952 Professional services(5) 11,202 9,775 8,492 8,743 8,251 9,386 9,086 7,630 3,371 Software licenses 3,479 1,197 3,485 2,072 3,401 2,109 2,375 1,707 561 Total $ 47,307 $ 41,114 $ 40,492 $ 39,006 $ 38,972 $ 36,338 $ 28,728 $ 26,819 $ 17,758 Year-over-year growth 21 % 13 % 41 % 45 % 119 % Payments revenue $ 41,909 $ 40,354 $ 39,775 $ 36,683 $ 34,528 $ 33,466 $ 33,510 $ 32,223 $ 28,337 Year-over-year growth 21 % 21 % 19 % 14 % 22 % Other revenue Recurring(6) $ 1,880 $ 2,045 $ 2,001 $ 1,792 $ 1,780 $ 1,802 $ 1,923 $ 1,516 $ 1,166 Other 2,776 2,516 2,982 3,072 2,840 2,333 3,016 2,571 1,936 Total $ 4,656 $ 4,561 $ 4,983 $ 4,864 $ 4,620 $ 4,135 $ 4,939 $ 4,087 $ 3,102 Year-over-year growth 1 % 10 % 1 % 19 % 49 % Total revenue $ 93,872 $ 86,029 $ 85,250 $ 80,553 $ 78,120 $ 73,939 $ 67,177 $ 63,129 $ 49,197 Recurring revenue(7) $ 76,415 $ 72,541 $ 70,291 $ 66,666 $ 63,628 $ 60,111 $ 52,700 $ 51,221 $ 43,329 Annualized Recurring Revenue “ARR”(8) Software and related service revenue $ 130,504 $ 120,568 $ 114,060 $ 112,764 $ 109,280 $ 99,372 $ 69,068 $ 69,928 $ 55,304 Payments revenue 167,636 161,416 159,100 146,732 138,112 133,864 134,040 128,892 113,348 Other revenue 7,520 8,180 8,004 7,168 7,120 7,208 7,692 6,064 4,664 Total ARR $ 305,660 $ 290,164 $ 281,164 $ 266,664 $ 254,512 $ 240,444 $ 210,800 $ 204,884 $ 173,316 Year-over-year growth 20 % 21 % 33 % 30 % 47 % See footnotes continued on the next slide


 
3 Annualized Recurring Revenue (“ARR”) 1. SaaS revenue is earned when we provide, as a service to our customers over time, the right to access our software, generally hosted in a cloud environment. 2. Transaction-based software revenue is earned when we provide services through our software and charge a per-transaction fee. For example, when we provide electronic filing services for courts and charge fees per filing, or when we stand-ready to process and bill utility customers and charge the utility a fee per bill electronically presented. 3. Software maintenance revenue is earned when, following the implementation of our software systems, we provide ongoing software support services to assist our customers in operating the systems and to periodically update the software. 4. Recurring software services are earned when we provide long-term, usually evergreen, contracted services to our customers through our software. The services provided, such as healthcare revenue cycle management, or automated collections management, are integrated into one of our software solutions. 5. Professional services are earned when we provide customized services to our customers who utilize our software products. Many of our customers contract with us for installation, configuration, training, and data conversion projects, which do not necessarily recur, and as such are excluded from our calculation of ARR. 6. Recurring other revenue primarily consists of recurring long-term contracts that are not specific to software, such as hardware maintenance plans or field service plans. 7. Recurring revenue consists of software-as-a-service (“SaaS”) arrangements, transaction-based software-revenue, software maintenance revenue, recurring software-based services, payments revenue and other recurring revenue sources. This excludes contracts that are not recurring or are one-time in nature. 8. Annualized Recurring Revenue (ARR) is the quarterly recurring revenue multiplied by 4. The Company focuses on ARR because it helps i3 to assess the health and trajectory of the business. ARR does not have a standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. It should be reviewed independently of revenue and it is not a forecast. It does not contemplate seasonality. The active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by the Company’s customers.


 
4 Q2 Fiscal 2023 GAAP Measures ($ in thousands) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Merchant Services Software and Services Other Total Merchant Services Software and Services Other Total Income (loss) from operations $ 5,774 $ 13,218 $ (13,548) $ 5,444 $ 5,783 $ (155) $ (11,805) $ (6,177) The following is our income (loss) from operations for the three and six months ended March 31, 2023 and 2022 calculated in accordance with GAAP. The presentation also includes references to the Company’s non-GAAP financials measures. The Company believes that, in addition to the financial measures calculated in accordance with GAAP, adjusted EBITDA and adjusted net income (loss) are appropriate indicators to assist in the evaluation of its operating performance on a period-to-period basis. The Company also uses adjusted EBITDA internally as a performance measure for planning purposes, including forecasting and for calculations of earnout liabilities. Adjusted EBITDA is also used to evaluate the Company’s ability to service debt.These non-GAAP financials measures presented throughout should be considered as a supplement to, not a substitute for, revenue, income from operations, net income, or other financials performance and liquidity measures prepared in accordance with GAAP. ($ in thousands) Six Months Ended March 31, 2023 Six Months Ended March 31, 2022 Merchant Services Software and Services Other Total Merchant Services Software and Services Other Total Income (loss) from operations $ 12,791 $ 24,432 $ (25,941) $ 11,282 $ 11,398 $ 4,832 $ (23,162) $ (6,932)


 
5 Q2 Fiscal 2023 Segment Performance(1) ($ in thousands) Three Months Ended March 31, Period over period growth2023 2022 Revenue Merchant Services $ 33,094 $ 29,180 13% Software and Services 60,797 48,962 24% Other (19) (22) (14)% Total $ 93,872 $ 78,120 20% Adjusted EBITDA(2) Merchant Services $ 8,610 $ 8,113 6% Software and Services 22,075 16,330 35% Other (5,976) (4,950) (21)% Total $ 24,709 $ 19,493 27% Volume Merchant Services $ 5,243,622 $ 4,801,656 9% Software and Services 716,426 536,330 34% Total $ 5,960,048 $ 5,337,986 12% 1. i3 Verticals has two segments, “Merchant Services” and "Software and Services." i3 Verticals also has an “Other” category, which includes corporate overhead. 2. Adjusted EBITDA is a non-GAAP financial measure. Refer to the following slides for the reconciliation of non-GAAP financial measures.


 
6 Q2 YTD Fiscal 2023 Segment Performance(1) ($ in thousands) Six Months Ended March 31, Period over period growth2023 2022 Revenue Merchant Services 65,928 58,357 13% Software and Services 114,010 93,736 22% Other (37) (34) 9% Total $ 179,901 $ 152,059 18% Adjusted EBITDA(2) Merchant Services $ 17,994 $ 16,768 7% Software and Services 40,937 29,967 37% Other (10,617) (8,981) (18)% Total $ 48,314 $ 37,754 28% Volume Merchant Services $ 10,505,461 $ 9,621,510 9% Software and Services 1,368,602 1,026,425 33% Total $ 11,874,063 $ 10,647,935 12% 1. i3 Verticals has two segments, “Merchant Services” and "Software and Services." i3 Verticals also has an “Other” category, which includes corporate overhead. 2. Adjusted EBITDA is a non-GAAP financial measure. Refer to the following slides for the reconciliation of non-GAAP financial measures.


 
7 ($ in thousands) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Merchant Services Software and Services Other Total Merchant Services Software and Services Other Total Income (loss) from operations $ 5,774 $ 13,218 $ (13,548) $ 5,444 $ 5,783 $ (155) $ (11,805) $ (6,177) Interest expense, net — — 6,199 6,199 — — 3,377 3,377 (Benefit from) provision for income taxes — — (563) (563) — — 884 884 Net income (loss) 5,774 13,218 (19,184) (192) 5,783 (155) (16,066) (10,438) Non-GAAP Adjustments: (Benefit from) provision for income taxes — — (563) (563) — — 884 884 Financing-related expenses(1) — — 8 8 — — 6 6 Non-cash change in fair value of contingent consideration(2) — 2,279 — 2,279 (89) 11,592 — 11,503 Equity-based compensation(3) — — 6,802 6,802 — — 6,257 6,257 Acquisition-related expenses(4) — — 350 350 — — 373 373 Acquisition intangible amortization(5) 2,009 5,264 — 7,273 2,122 4,081 — 6,203 Non-cash interest(6) — — 368 368 — — 1,437 1,437 Other taxes(7) 490 50 271 811 3 5 76 84 Non-GAAP adjusted income (loss) before taxes 8,273 20,811 (11,948) 17,136 7,819 15,523 (7,033) 16,309 Pro forma taxes at effective tax rate(8) (2,068) (5,203) 2,987 (4,284) (1,955) (3,881) 1,759 (4,077) Pro forma adjusted net income (loss)(9) 6,205 15,608 (8,961) 12,852 5,864 11,642 (5,274) 12,232 Plus: Cash interest expense, net(10) — — 5,831 5,831 — — 1,940 1,940 Pro forma taxes at effective tax rate(8) 2,068 5,203 (2,987) 4,284 1,955 3,881 (1,759) 4,077 Depreciation and internally developed software amortization(11) 337 1,264 141 1,742 294 807 143 1,244 Adjusted EBITDA $ 8,610 $ 22,075 $ (5,976) $ 24,709 $ 8,113 $ 16,330 $ (4,950) $ 19,493 See footnotes continued on the next slide The reconciliation of our quarterly income (loss) from operations to non-GAAP pro forma adjusted net income (loss) and non-GAAP adjusted EBITDA: Reconciliation of Non-GAAP Financial Measures


 
8 Reconciliation of Non-GAAP Financial Measures 1. Financing-related expenses includes expenses directly related to certain transactions as part of financing transactions. 2. Non-cash change in fair value of contingent consideration reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the later of the most recent balance sheet date forming the beginning of the income statement period or the original estimates made at the closing of the applicable acquisition. 3. Equity-based compensation expense related to stock options and restricted stock units issued under the Company's 2018 Equity Incentive Plan and 2020 Acquisition Equity Incentive Plan. 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 debt discount and debt issuance costs and any write-offs of debt issuance costs. 7. Other taxes consist of franchise taxes, commercial activity taxes, reserves for ongoing tax audit matters, the employer payroll taxes related to stock exercises and other non-income based taxes. Taxes related to salaries 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% for both 2023 and 2022, based on blended federal and state tax rates, considering the Tax Reform Act for 2018. 9. Pro forma adjusted net income assumes that all net income during the period is available to the holders of the Company’s Class A common stock. 10. Cash interest expense, net represents all interest expense net of interest income recorded on the Company's statement of operations other than non-cash interest expense, which represents amortization of debt discount and debt issuance costs and any write-offs of debt issuance costs. 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.


 
9 ($ in thousands) Six Months Ended March 31, 2023 Six Months Ended March 31, 2022 Merchant Services Software and Services Other Total Merchant Services Software and Services Other Total Income (loss) from operations $ 12,791 $ 24,432 $ (25,941) $ 11,282 $ 11,398 $ 4,832 $ (23,162) $ (6,932) Interest expense, net — — 11,689 11,689 — — 6,531 6,531 Other income — — (203) (203) — — — — (Benefit from) provision for income taxes — — (181) (181) — — 656 656 Net income (loss) 12,791 24,432 (37,246) (23) 11,398 4,832 (30,349) (14,119) Non-GAAP Adjustments: (Benefit from) provision for income taxes — — (181) (181) — — 656 656 Financing-related expenses(1) — — 8 8 — — 6 6 Non-cash change in fair value of contingent consideration(2) 13 3,709 — 3,722 501 15,929 — 16,430 Equity-based compensation(3) — — 13,648 13,648 — — 12,881 12,881 Acquisition-related expenses(4) — — 1,077 1,077 — — 881 881 Acquisition intangible amortization(5) 4,040 9,965 — 14,005 4,267 7,612 — 11,879 Non-cash interest(6) — — 729 729 — — 2,853 2,853 Other taxes(7) 495 59 332 886 8 37 126 171 Gain on investment(8) — — (203) (203) — — — — Non-GAAP adjusted income (loss) before taxes 17,339 38,165 (21,836) 33,668 16,174 28,410 (12,946) 31,638 Pro forma taxes at effective tax rate(9) (4,335) (9,542) 5,460 (8,417) (4,044) (7,102) 3,236 (7,910) Pro forma adjusted net income (loss)(10) 13,004 28,623 (16,376) 25,251 12,130 21,308 (9,710) 23,728 Plus: Cash interest expense, net(11) — — 10,960 10,960 — — 3,678 3,678 Pro forma taxes at effective tax rate(9) 4,335 9,542 (5,460) 8,417 4,044 7,102 (3,236) 7,910 Depreciation and internally developed software amortization(12) 655 2,772 259 3,686 594 1,557 287 2,438 Adjusted EBITDA $ 17,994 $ 40,937 $ (10,617) $ 48,314 $ 16,768 $ 29,967 $ (8,981) $ 37,754 See footnotes continued on the next slide. The reconciliation of our fiscal year to date income (loss) from operations to non-GAAP pro forma adjusted net income and non-GAAP adjusted EBITDA excluding acquisition revenue adjustments is as follows: Reconciliation of Non-GAAP Financial Measures


 
10 Reconciliation of Non-GAAP Financial Measures 1. Financing-related expenses includes expenses directly related to certain transactions as part of financing transactions. 2. Non-cash change in fair value of contingent consideration reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the later of the most recent balance sheet date forming the beginning of the income statement period or the original estimates made at the closing of the applicable acquisition. 3. Equity-based compensation expense related to stock options and restricted stock units issued under the Company's 2018 Equity Incentive Plan and 2020 Acquisition Equity Incentive Plan. 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 debt discount and debt issuance costs and any write-offs of debt issuance costs. 7. Other taxes consist of franchise taxes, commercial activity taxes, reserves for ongoing tax audit matters, the employer payroll taxes related to stock exercises and other non-income based taxes. Taxes related to salaries are not included. 8. Other income reflects $203 related to continent consideration received for an investment that was sold in a prior year for the six months ended March 31, 2023. 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 2023 and 2022, based on blended federal and state tax rates. 10. Pro forma adjusted net income assumes that all net income during the period is available to the holders of the Company’s Class A common stock. 11. Cash interest expense, net represents all interest expense net of interest income recorded on the Company's statement of operations other than non-cash interest expense, which represents amortization of debt discount and debt issuance costs and any write-offs of debt issuance costs. 12. Depreciation 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.


 
11 Reconciliation Between GAAP Debt and Covenant Debt ($ in millions) As of March 31, 2023 Revolving lines of credit to banks under the Senior Secured Credit Facility $ 271.1 1% Exchangeable Senior Notes due 2025 117.0 Less: Cash and Cash Equivalents (4.0) Total long-term debt for use in our Total Leverage Ratio $ 384.1 The reconciliation of our GAAP Long-term debt, before issuance costs, and the debt balance used in our Total Leverage Ratio: