EX-99.2 3 supplementalpresentation.htm EX-99.2 supplementalpresentation
Q3 Fiscal 2023 Supplemental Information


 
2 Revenue Composition ($ in thousands) Quarter Ended June 30, 2023 March 31, 2023 December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 June 30, 2021 Software and related service revenue SaaS(1) $ 10,170 $ 9,901 $ 9,230 $ 8,833 $ 8,450 $ 7,899 $ 6,310 $ 6,173 $ 6,107 Transaction-based(2) 3,461 3,319 3,331 3,137 3,253 2,642 2,325 2,081 2,144 Maintenance(3) 8,478 8,140 7,417 5,600 5,720 5,672 5,897 5,776 5,644 Recurring software services(4) 11,804 11,266 10,164 10,945 10,768 11,107 10,311 3,237 3,587 Professional services(5) 10,600 11,202 9,775 8,492 8,743 8,251 9,386 9,086 7,630 Software licenses 2,755 3,479 1,197 3,485 2,072 3,401 2,109 2,375 1,707 Total $ 47,268 $ 47,307 $ 41,114 $ 40,492 $ 39,006 $ 38,972 $ 36,338 $ 28,728 $ 26,819 Year-over-year growth 21 % 21 % 13 % 41 % 45 % 45 % Payments revenue $ 41,990 $ 41,909 $ 40,354 $ 39,775 $ 36,683 $ 34,528 $ 33,466 $ 33,510 $ 32,223 Year-over-year growth 14 % 21 % 21 % 19 % 14 % 7 % Other revenue Recurring(6) $ 1,956 $ 1,880 $ 2,045 $ 2,001 $ 1,792 $ 1,780 $ 1,802 $ 1,923 $ 1,516 Other 2,717 2,776 2,516 2,982 3,072 2,840 2,333 3,016 2,571 Total $ 4,673 $ 4,656 $ 4,561 $ 4,983 $ 4,864 $ 4,620 $ 4,135 $ 4,939 $ 4,087 Year-over-year growth (4) % 1 % 10 % 1 % 19 % 13 % Total revenue $ 93,931 $ 93,872 $ 86,029 $ 85,250 $ 80,553 $ 78,120 $ 73,939 $ 67,177 $ 63,129 Recurring revenue(7) $ 77,859 $ 76,415 $ 72,541 $ 70,291 $ 66,666 $ 63,628 $ 60,111 $ 52,700 $ 51,221 Annualized Recurring Revenue “ARR”(8) Software and related service revenue $ 135,652 $ 130,504 $ 120,568 $ 114,060 $ 112,764 $ 109,280 $ 99,372 $ 69,068 $ 69,928 Payments revenue 167,960 167,636 161,416 159,100 146,732 138,112 133,864 134,040 128,892 Other revenue 7,824 7,520 8,180 8,004 7,168 7,120 7,208 7,692 6,064 Total ARR $ 311,436 $ 305,660 $ 290,164 $ 281,164 $ 266,664 $ 254,512 $ 240,444 $ 210,800 $ 204,884 Year-over-year growth 17 % 20 % 21 % 33 % 30 % 24 % 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 take into account 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 Q3 Fiscal 2023 GAAP Measures ($ in thousands) Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Software and Services Merchant Services Other Total Software and Services Merchant Services Other Total Income (loss) from operations $ 7,951 $ 7,883 $ (13,202) $ 2,632 $ 2,248 $ 6,451 $ (11,430) $ (2,731) The following is our income (loss) from operations for the three and nine months ended June 30, 2023 and 2022 calculated in accordance with GAAP. The presentation also includes references to non-GAAP financial measures presented by the Company. The Company believes that the non-GAAP financial measures presented by the Company provide useful information to investors in understanding and evaluating the Company's ongoing operating results. Accordingly, the Company includes such non-GAAP financial measures when reporting its financial results to shareholders and potential investors in order to provide them with an additional tool to evaluate the Company’s ongoing business operations. The Company believes that these non-GAAP financial measures are representative of comparative financial performance that reflects the economic substance of the Company’s current and ongoing business operations. Although these non-GAAP financial measures assist in measuring the Company's operating results and assessing its financial performance, they are not necessarily comparable to similarly titled measures of other companies due to potential inconsistencies in the method of calculation. The Company believes that its provision of these non-GAAP financial measures provides investors with important key financial performance indicators that are utilized by management to assess the Company's operating results, evaluate the business and make operational decisions on a prospective, going-forward basis. Hence, management provides disclosure of these non-GAAP financial measures to give shareholders and potential investors an opportunity to see the Company as viewed by management, to assess the Company with some of the same tools that management utilizes internally and to be able to compare such information with prior periods. The Company believes that disclosure of these non-GAAP financial measures provides investors with additional information to help them better understand its financial statements just as management utilizes these non-GAAP financial measures to better understand the business, manage budgets and allocate resources. ($ in thousands) Nine Months Ended June 30, 2023 Nine Months Ended June 30, 2022 Software and Services Merchant Services Other Total Software and Services Merchant Services Other Total Income (loss) from operations $ 32,383 $ 20,674 $ (39,143) $ 13,914 $ 7,080 $ 17,849 $ (34,592) $ (9,663)


 
5 Q3 Fiscal 2023 Segment Performance(1) ($ in thousands) Three Months Ended June 30, Period over period growth2023 2022 Revenue Software and Services $ 58,901 $ 47,839 23% Merchant Services 35,040 32,714 7% Other (10) — —% Total $ 93,931 $ 80,553 17% Adjusted EBITDA(2) Software and Services $ 20,839 $ 15,625 33% Merchant Services 10,183 8,761 16% Other (5,750) (4,335) (33)% Total $ 25,272 $ 20,051 26% Volume Software and Services $ 638,967 $ 517,778 23% Merchant Services 5,618,158 5,396,964 4% Total $ 6,257,125 $ 5,914,742 6% 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 Q3 YTD Fiscal 2023 Segment Performance(1) ($ in thousands) Nine Months Ended June 30, Period over period growth2023 2022 Revenue Software and Services $ 172,911 $ 141,575 22% Merchant Services 100,968 91,071 11% Other (47) (34) 38% Total $ 273,832 $ 232,612 18% Adjusted EBITDA(2) Software and Services $ 61,776 $ 45,592 35% Merchant Services 28,177 25,529 10% Other (16,367) (13,316) (23)% Total $ 73,586 $ 57,805 27% Volume Software and Services $ 2,007,569 $ 1,544,203 30% Merchant Services 16,123,619 15,018,474 7% Total $ 18,131,188 $ 16,562,677 9% 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 June 30, 2023 Three Months Ended June 30, 2022 Software and Services Merchant Services Other Total Software and Services Merchant Services Other Total Income (loss) from operations $ 7,951 $ 7,883 $ (13,202) $ 2,632 $ 2,248 $ 6,451 $ (11,430) $ (2,731) Interest expense, net — — 6,725 6,725 — — 3,767 3,767 Provision for (benefit from) income taxes 19 — 2,058 2,077 — — (1,810) (1,810) Net income (loss) 7,932 7,883 (21,893) (6,078) 2,248 6,451 (13,387) (4,688) Non-GAAP Adjustments: Provision for (benefit from) income taxes 19 — 2,058 2,077 — — (1,810) (1,810) Financing-related expenses(1) — — — — — — 7 7 Non-cash change in fair value of contingent consideration(2) 6,183 — — 6,183 8,255 (1) — 8,254 Equity-based compensation(3) — — 7,198 7,198 — — 6,799 6,799 Acquisition-related expenses(4) — — 26 26 — — 136 136 Acquisition intangible amortization(5) 5,054 1,951 — 7,005 4,085 2,010 — 6,095 Non-cash interest(6) — — 583 583 — — 1,459 1,459 Other taxes(7) 5 1 69 75 8 8 64 80 Gain on investment(8) — — (92) (92) — — — — Non-GAAP adjusted income (loss) before taxes 19,193 9,835 (12,051) 16,977 — 14,596 8,468 (6,732) 16,332 Pro forma taxes at effective tax rate(9) (4,798) (2,459) 3,013 (4,244) (3,650) (2,117) 1,684 (4,083) Pro forma adjusted net income (loss)(10) 14,395 7,376 (9,038) 12,733 10,946 6,351 (5,048) 12,249 Plus: Cash interest expense, net(11) — — 6,142 6,142 — — 2,308 2,308 Pro forma taxes at effective tax rate(9) 4,798 2,459 (3,013) 4,244 3,650 2,117 (1,684) 4,083 Depreciation and internally developed software amortization(11) 1,646 348 159 2,153 1,029 293 89 1,411 Adjusted EBITDA $ 20,839 $ 10,183 $ (5,750) $ 25,272 $ 15,625 $ 8,761 $ (4,335) $ 20,051 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. Other income reflects $92 related to continent consideration received for an investment that was sold in a prior year for the three months ended June 30, 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, considering the Tax Reform Act for 2018. 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.


 
9 ($ in thousands) Nine Months Ended June 30, 2023 Nine Months Ended June 30, 2022 Software and Services Merchant Services Other Total Software and Services Merchant Services Other Total Income (loss) from operations $ 32,383 $ 20,674 $ (39,143) $ (18,469) $ 7,080 $ 17,849 $ (34,592) $ (16,743) Interest expense, net — — 18,414 18,414 — — 10,298 10,298 Other income — — (295) (295) — — — — (Benefit from) provision for income taxes 19 — 1,877 1,877 — — (1,154) (1,154) Net income (loss) 32,364 20,674 (59,139) (38,465) 7,080 17,849 (43,736) (25,887) Non-GAAP Adjustments: (Benefit from) provision for income taxes 19 — 1,877 1,877 — — (1,154) (1,154) Financing-related expenses(1) — — 8 8 — — 13 13 Non-cash change in fair value of contingent consideration(2) 9,892 13 — 13 24,184 500 — 500 Equity-based compensation(3) — — 20,846 20,846 — — 19,680 19,680 Acquisition-related expenses(4) — — 1,103 1,103 — — 1,017 1,017 Acquisition intangible amortization(5) 15,019 5,991 — 5,991 11,697 6,277 — 6,277 Non-cash interest(6) — — 1,312 1,312 — — 4,312 4,312 Other taxes(7) 64 496 401 897 45 16 190 206 Gain on investment(8) — — (295) (295) — — — — Non-GAAP adjusted income (loss) before taxes 57,358 27,174 (33,887) (6,713) 43,006 24,642 (19,678) 4,964 Pro forma taxes at effective tax rate(9) (14,340) (6,794) 8,473 1,679 (10,752) (6,161) 4,920 (1,241) Pro forma adjusted net income (loss)(10) 43,018 20,380 (25,414) (5,034) 32,254 18,481 (14,758) 3,723 Plus: Cash interest expense, net(11) — — 17,102 17,102 — — 5,986 5,986 Pro forma taxes at effective tax rate(9) 14,340 6,794 (8,473) (1,679) 10,752 6,161 (4,920) 1,241 Depreciation and internally developed software amortization(12) 4,418 1,003 418 1,421 2,586 887 376 1,263 Adjusted EBITDA $ 61,776 $ 28,177 $ (16,367) $ 11,810 $ 45,592 $ 25,529 $ (13,316) $ 12,213 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 $295 related to continent consideration received for an investment that was sold in a prior year for the nine months ended June 30, 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 June 30, 2023 Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility $ 277.4 1% Exchangeable Senior Notes due 2025 117.0 Less: Cash and Cash Equivalents (5.0) Total long-term debt for use in our Total Leverage Ratio $ 389.4 The reconciliation of our GAAP Long-term debt, before issuance costs, and the debt balance used in our Total Leverage Ratio: