Completes Acquisition of Utility Billing Software Company
Completes Divestiture of Healthcare RCM Business
NASHVILLE, Tenn.--(BUSINESS WIRE)--$IIIV--i3 Verticals, Inc. (Nasdaq: IIIV) (“i3 Verticals” or the “Company”) today reported its financial results for the fiscal second quarter ended March 31, 2025.
Highlights from continuing operations1 for the three and six months ended March 31, 2025 vs. 2024
- Second quarter revenue was $63.1 million, an increase of 8.8% over the prior year's second quarter. Revenue for the six months ended March 31, 2025, was $124.8 million, an increase of 10.4% over the prior year's first six months.
- Second quarter net income from continuing operations1 was $1.1 million, compared to net loss from continuing operations1 of $2.3 million in the prior year's second quarter. Net income for the six months ended March 31, 2025, was $4.4 million, compared to a net loss of $6.5 million in the prior year's first six months.
- Second quarter net income from continuing operations attributable to i3 Verticals, Inc.1 was $0.1 million, compared to net loss from continuing operations attributable to i3 Verticals, Inc.1 of $1.7 million in the prior year's second quarter. Net income from continuing operations attributable to i3 Verticals, Inc.1 for the six months ended March 31, 2025, was $2.3 million, compared to net loss from continuing operations attributable to i3 Verticals, Inc.1 of $4.6 million in the prior year's first six months.
- Second quarter adjusted EBITDA from continuing operations1,2 was $17.1 million, an increase of 12.7% over the prior year's second quarter. Adjusted EBITDA from continuing operations1,2 for the six months ended March 31, 2025, was $33.5 million, an increase of 14.8% over the prior year's first six months.
- Second quarter adjusted EBITDA from continuing operations1,2 as a percentage of revenue was 27.2%, compared to 26.2% in the prior year's second quarter. Adjusted EBITDA from continuing operations1 a percentage of revenue for the six months ended March 31, 2025, was 26.9%, compared to 25.8% in the prior year's first six months.
- Second quarter diluted net income per share attributable to Class A common stockholders from continuing operations1,3 was $0.00, compared to diluted net loss per share attributable to Class A common stockholders from continuing operations1,3 of $0.07 in the prior year's second quarter. Diluted net income per share attributable to Class A common stockholders from continuing operations1,3 was $0.09 in the six months ended March 31, 2025, compared to diluted net loss per share attributable to Class A common stockholders from continuing operations1,3 of $0.20 in the prior year's first six months.
- Second quarter non-GAAP adjusted diluted earnings per share from continuing operations1,2,3, which gives effect to the Company's 25% estimated long-term effective tax rate4, was $0.32 compared to $0.12 for the prior year's second quarter. Non-GAAP adjusted diluted earnings per share from continuing operations1,2,3 for the six months ended March 31, 2025, was $0.62 compared to $0.24 for the prior year's first six months.
- Annualized Recurring Revenue ("ARR") from continuing operations1,5 for the three months ended March 31, 2025 and 2024 was $199.1 million and $186.8 million, respectively, representing a period-to-period growth rate of 6.5%.
- On April 1, 2025, the Company acquired a utility billing software company for $9.0 million in cash consideration, and an additional amount of contingent consideration (in an amount not to exceed $5.0 million), which is still being valued.
- On May 5, 2025, as previously disclosed, the Company sold its Healthcare Revenue Cycle Management business (the “Healthcare RCM Business”) to Infinx pursuant to the terms of a purchase agreement dated as of May 5, 2025, for $96.0 million in cash, subject to post-closing net working capital and other purchase price adjustments. The RCM business contributed $9.1 million and $18.9 million of revenue for the three and six months ended March 31, 2025, respectively.
See footnotes on the following page.
- As a result of the sale of the Company’s merchant services business (the "Merchant Services Business"), which was completed on September 20, 2024, the historical results of the Merchant Services Business have been reflected in discontinued operations in the consolidated statement of operations included in this earnings release, and continuing operations reflect the Company's remaining operations after giving effect to such classification. Prior period results have been recast to reflect this presentation. In addition, the Healthcare RCM Business was not classified as held for sale according to GAAP as of March 31, 2025. Accordingly, the current period and historical results of the Healthcare RCM Business are presented within results from continuing operations.
- Represents a non-GAAP financial measure. In addition, adjusted diluted earnings per share from continuing operations, a non-GAAP financial measure, is the same measure as pro forma adjusted diluted earnings per share from continuing operations as was disclosed by the Company in prior earnings releases. There has not been any change in the manner in which adjusted diluted earnings per share has been calculated in comparison to the calculation of pro forma adjusted diluted earnings per share from continuing operations as previously disclosed by the Company. For additional information regarding non-GAAP financial measures (including reconciliation information), see the attached schedules to this release.
- Diluted net income per share attributable to Class A common stock from continuing operations and adjusted diluted earnings per share from continuing operations both exclude discontinued operations of the Merchant Services Business but include the consolidated cash interest expense.
- Corporate income tax expense is based on non-GAAP adjusted income before taxes from continuing operations and is calculated using a tax rate of 25.0% for both the six months ended March 31, 2025 and 2024, based on the estimated long-term effective tax rate, considering blended federal and state tax rates.
- Annualized Recurring Revenue (ARR) is the annualized revenue derived from recurring sources where the Company has an ongoing contract with its customers. The Company believes revenue from recurring sources is a strategic priority. ARR is comprised of software-as-a-service (“SaaS”) arrangements, transaction-based software-revenue, software maintenance, recurring software-based services, payments revenue and other recurring revenue sources within the quarter. The sum of these revenue categories is multiplied by four to calculate ARR. ARR excludes revenue that is not recurring or is one-time in nature. The Company's management believes this metric provides useful information to investors by providing visibility regarding the ongoing revenue potential of the Company's business model and providing a clearer picture of its sustainable revenue base. Further, the Company's management uses ARR as a metric because it helps to assess the health and trajectory of the Company's business. The Company's management believes that focusing on ARR can orient the Company's sales and operations management towards long-term, reliable revenue growth. This focus on recurring revenue is particularly relevant for businesses operating under a subscription model, where customer retention and contract renewals play a significant role in long-term financial performance. 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. Additionally, ARR 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.
Greg Daily, Chairman and CEO of i3 Verticals, commented, “Two days ago, we announced the divestiture of our Healthcare Revenue Cycle Management (RCM) business. When we began our journey in vertical market software, healthcare was one of the end markets we specifically targeted, as it is in the midst of a long cycle of technological transformation which we were happy to be a part of.
“We believe that the public sector is even earlier stages of a similar transformation cycle. Lately, there has been a significant focus on government efficiency. We believe that transforming government services with best-in-class enterprise software is a critical part of that effort. There is no shortage of what we want to accomplish in this space and we believe that there are tangible benefits to narrowing our focus.
“We are grateful for all that our employees in the RCM business accomplished with us. They have a bright future with Infinx, an excellent partner who, with the help of their own scale and platforms, we believe will help the business realize its potential.
“Looking ahead we will be completely focused on bringing the best possible enterprise software to our public sector clients. The divestiture of the RCM business primes us for additional M&A. There remain many great businesses in this space. On April 1 we were fortunate to complete the acquisition of one such company, a utility billing and accounting platform which will be a great fit with our existing utilities practices. We can’t wait to get to work.”
2025 Outlook
The Company's practice is to provide annual guidance, excluding the impact of acquisitions, dispositions and transaction-related costs.
The Company is providing the following outlook for RemainCo operations, which excludes the Healthcare RCM Business, for the fiscal year ended September 30, 2025 (including for the period prior to the completion of the disposition of the Healthcare RCM Business):
(in thousands, except share and per share amounts) |
Previous Outlook Range |
|
Revised Outlook Range |
||||||||
|
Fiscal year ending September 30, 2025 |
||||||||||
Revenue |
$ |
243,000 |
- |
$ |
263,000 |
|
$ |
207,000 |
- |
$ |
217,000 |
Adjusted EBITDA (non-GAAP) |
$ |
63,000 |
- |
$ |
71,500 |
|
$ |
55,000 |
- |
$ |
61,000 |
Depreciation and internally developed software amortization |
$ |
12,000 |
- |
$ |
14,000 |
|
$ |
11,000 |
- |
$ |
12,000 |
Cash interest expense, net |
$ |
1,000 |
- |
$ |
2,000 |
|
$ |
— |
- |
$ |
750 |
Adjusted diluted earnings per share(1)(non-GAAP) |
$ |
1.05 |
- |
$ |
1.25 |
|
$ |
0.96 |
- |
$ |
1.06 |
_______________________
|
|||||||||||
With respect to the “2025 Outlook” above, reconciliations of adjusted EBITDA from continuing operations and adjusted diluted earnings per share from continuing operations guidance to the closest corresponding GAAP measure on a forward-looking basis are not available without unreasonable efforts. This inability results from the inherent difficulty in forecasting generally and quantifying certain projected amounts that are necessary for such reconciliations. In particular, sufficient information is not available to calculate certain adjustments required for such reconciliations, including changes in the fair value of contingent consideration, income tax expense of i3 Verticals, Inc. and equity-based compensation expense. The Company expects these adjustments may have a potentially significant impact on future GAAP financial results.
Conference Call
The Company will host a conference call on Friday, May 9, 2025, at 8:30 a.m. ET, to discuss financial results and operations. To listen to the call live via telephone, participants should dial (844) 887-9399 approximately 10 minutes prior to the start of the call. A telephonic replay will be available from 11:30 a.m. ET on May 9, 2025, through May 16, 2025, by dialing (877) 344-7529 and entering Confirmation Code 5899364.
To listen to the call live via webcast, participants should visit the “Investors” section of the Company’s website, www.i3verticals.com, and go to the “Events” page approximately 10 minutes prior to the start of the call. The online replay will be available on this page of the Company’s website beginning shortly after the conclusion of the call and will remain available for 30 days.
Non-GAAP Measures
This press release contains information prepared in conformity with GAAP as well as non-GAAP information. It is management’s intent to provide non-GAAP financial information to enhance understanding of the Company's consolidated financial information as prepared in accordance with GAAP. This non-GAAP information should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure and the most directly comparable GAAP financial measure are presented for historical periods so as not to imply that more emphasis should be placed on the non-GAAP measure. The non-GAAP financial information presented may be determined or calculated differently by other companies.
Additional information about non-GAAP financial measures, and a reconciliation of those measures to the most directly comparable GAAP measures, is included in the financial schedules of this release.
About i3 Verticals
The Company delivers seamless enterprise software to customers in strategic vertical markets. Building on its sophisticated and diverse platform of software and services solutions, the Company creates and acquires software products to serve the specific needs of public and private organizations in the Public Sector.
Forward-Looking Statements
This release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this release are forward-looking statements, including any statements regarding the Company's fiscal 2025 and fiscal 2025 financial outlook for continuing operations and statements of a general economic or industry specific nature. Forward-looking statements give the Company's current expectations and projections relating to its financial condition, results of operations, guidance, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “could have,” “exceed,” “significantly,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.
The forward-looking statements contained in this release are based on assumptions that we have made in light of the Company's industry experience and its perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you review and consider information presented herein, you should understand that these statements are not guarantees of future performance or results. They depend upon future events and are subject to risks, uncertainties (many of which are beyond the Company's control) and assumptions. Factors that could cause actual results to differ from those expressed or implied by our forward-looking statements include, among other things: ongoing and future economic and geopolitical conditions, including the impact of inflation, elevated interest rates, and tariff and trade-related developments, competition in our industry and our ability to compete effectively, and regulatory developments; the successful integration of acquired businesses; our ability to execute on our strategy and achieve our goals following the completion of the sale of our Healthcare RCM and merchant services businesses; and future decisions made by us and our competitors. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A - Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we have updated and may further update in Part II, Item 1A - Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter.
Any forward-looking statement made by us in this release speaks only as of the date of this release and we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
i3 Verticals, Inc. Consolidated Statements of Operations (Unaudited) ($ in thousands, except share and per share amounts) |
|||||||||||||||||||
|
|
||||||||||||||||||
|
Three Months Ended March 31, |
|
Six Months Ended March 31, |
||||||||||||||||
|
|
2025 |
|
|
|
2024 |
|
|
% Change |
|
|
2025 |
|
|
|
2024 |
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue |
$ |
63,059 |
|
|
$ |
57,968 |
|
|
9% |
|
$ |
124,750 |
|
|
$ |
113,022 |
|
|
10% |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other costs of services (excluding depreciation and amortization)(1) |
|
22,187 |
|
|
|
21,147 |
|
|
5% |
|
|
43,218 |
|
|
|
40,724 |
|
|
6% |
Selling, general and administrative(1) |
|
28,687 |
|
|
|
27,432 |
|
|
5% |
|
|
57,587 |
|
|
|
54,607 |
|
|
5% |
Depreciation and amortization |
|
7,840 |
|
|
|
7,193 |
|
|
9% |
|
|
15,524 |
|
|
|
14,247 |
|
|
9% |
Change in fair value of contingent consideration |
|
381 |
|
|
|
(290 |
) |
|
n/m |
|
|
1,758 |
|
|
|
(527 |
) |
|
n/m |
Total operating expenses |
|
59,095 |
|
|
|
55,482 |
|
|
7% |
|
|
118,087 |
|
|
|
109,051 |
|
|
8% |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income from operations |
|
3,964 |
|
|
|
2,486 |
|
|
59% |
|
|
6,663 |
|
|
|
3,971 |
|
|
68% |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other (income) expenses |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense |
|
446 |
|
|
|
7,714 |
|
|
(94)% |
|
|
1,126 |
|
|
|
14,401 |
|
|
(92)% |
Other income |
|
(631 |
) |
|
|
(2,257 |
) |
|
(72)% |
|
|
(2,457 |
) |
|
|
(2,150 |
) |
|
14% |
Total other (income) expenses |
|
(185 |
) |
|
|
5,457 |
|
|
n/m |
|
|
(1,331 |
) |
|
|
12,251 |
|
|
n/m |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income taxes |
|
4,149 |
|
|
|
(2,971 |
) |
|
n/m |
|
|
7,994 |
|
|
|
(8,280 |
) |
|
n/m |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Provision for (benefit from) income taxes |
|
3,054 |
|
|
|
(669 |
) |
|
n/m |
|
|
3,577 |
|
|
|
(1,763 |
) |
|
n/m |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations(2) |
|
1,095 |
|
|
|
(2,302 |
) |
|
|
|
|
4,417 |
|
|
|
(6,517 |
) |
|
|
Net (loss) income from discontinued operations, net of income taxes |
|
(326 |
) |
|
|
5,650 |
|
|
|
|
|
(540 |
) |
|
|
11,401 |
|
|
|
Net income |
|
769 |
|
|
|
3,348 |
|
|
(77)% |
|
|
3,877 |
|
|
|
4,884 |
|
|
(21)% |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations attributable to non-controlling interest(2) |
|
1,022 |
|
|
|
(593 |
) |
|
|
|
|
2,150 |
|
|
|
(1,923 |
) |
|
|
Net (loss) income from discontinued operations attributable to non-controlling interest |
|
(99 |
) |
|
|
2,063 |
|
|
|
|
|
(175 |
) |
|
|
3,831 |
|
|
|
Net income attributable to non-controlling interest |
|
923 |
|
|
|
1,470 |
|
|
(37)% |
|
|
1,975 |
|
|
|
1,908 |
|
|
4% |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations attributable to i3 Verticals, Inc.(2) |
|
73 |
|
|
|
(1,709 |
) |
|
|
|
|
2,267 |
|
|
|
(4,594 |
) |
|
|
Net (loss) income from discontinued operations attributable to i3 Verticals, Inc. |
|
(227 |
) |
|
|
3,587 |
|
|
|
|
|
(365 |
) |
|
|
7,570 |
|
|
|
Net (loss) income attributable to i3 Verticals, Inc. |
$ |
(154 |
) |
|
$ |
1,878 |
|
|
n/m |
|
$ |
1,902 |
|
|
$ |
2,976 |
|
|
(36)% |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share attributable to Class A common stockholders from continuing operations(2): |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic |
$ |
0.00 |
|
|
$ |
(0.07 |
) |
|
|
|
$ |
0.10 |
|
|
$ |
(0.20 |
) |
|
|
Diluted |
$ |
0.00 |
|
|
$ |
(0.07 |
) |
|
|
|
$ |
0.09 |
|
|
$ |
(0.20 |
) |
|
|
Net (loss) income per share attributable to Class A common stockholders from discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic |
$ |
(0.01 |
) |
|
$ |
0.15 |
|
|
|
|
$ |
(0.02 |
) |
|
$ |
0.32 |
|
|
|
Diluted |
$ |
(0.01 |
) |
|
$ |
0.15 |
|
|
|
|
$ |
(0.02 |
) |
|
$ |
0.31 |
|
|
|
Weighted average shares of Class A common stock outstanding: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic, for continuing operations(2) |
|
23,834,233 |
|
|
|
23,331,239 |
|
|
|
|
|
23,691,648 |
|
|
|
23,299,214 |
|
|
|
Diluted, for continuing operations(2) |
|
24,133,738 |
|
|
|
23,331,239 |
|
|
|
|
|
24,081,232 |
|
|
|
23,299,214 |
|
|
|
Basic, for discontinued operations |
|
23,834,233 |
|
|
|
23,331,239 |
|
|
|
|
|
23,691,648 |
|
|
|
23,299,214 |
|
|
|
Diluted, for discontinued operations |
|
23,834,233 |
|
|
|
23,718,474 |
|
|
|
|
|
23,691,648 |
|
|
|
33,819,224 |
|
|
|
See footnotes on the next page.
- 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 following the sale of the Company's Merchant Services Business, 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. Prior period results have been reclassified to conform to the current presentation.
- In addition, the Healthcare RCM Business was not classified as held for sale according to GAAP as of March 31, 2025. Accordingly, the current period and historical results of the Healthcare RCM Business are presented within results from continuing operations.
i3 Verticals, Inc. Consolidated Balance Sheets (Unaudited) ($ in thousands, except share and per share amounts) |
|||||
|
March 31, |
|
September 30, |
||
|
2025 |
|
2024 |
||
Assets |
|
|
|
||
Current assets |
|
|
|
||
Cash and cash equivalents |
$ |
7,749 |
|
$ |
86,541 |
Accounts receivable, net |
|
56,716 |
|
|
55,988 |
Settlement assets |
|
67 |
|
|
632 |
Prepaid expenses and other current assets |
|
15,467 |
|
|
10,232 |
Total current assets |
|
79,999 |
|
|
153,393 |
Property and equipment, net |
|
7,555 |
|
|
8,677 |
Restricted cash |
|
2,450 |
|
|
2,424 |
Capitalized software, net |
|
55,175 |
|
|
58,592 |
Goodwill |
|
280,678 |
|
|
280,678 |
Intangible assets, net |
|
156,331 |
|
|
162,816 |
Deferred tax asset |
|
49,778 |
|
|
48,445 |
Operating lease right-of-use assets |
|
7,807 |
|
|
8,954 |
Other assets |
|
6,586 |
|
|
6,696 |
Total assets |
$ |
646,359 |
|
$ |
730,675 |
|
|
|
|
||
Liabilities and equity |
|
|
|
||
Liabilities |
|
|
|
||
Current liabilities |
|
|
|
||
Accounts payable |
$ |
4,319 |
|
$ |
5,370 |
Current portion of long-term debt |
|
— |
|
|
26,223 |
Accrued expenses and other current liabilities |
|
22,733 |
|
|
89,972 |
Settlement obligations |
|
67 |
|
|
632 |
Deferred revenue |
|
37,229 |
|
|
39,029 |
Current portion of operating lease liabilities |
|
3,340 |
|
|
3,505 |
Total current liabilities |
|
67,688 |
|
|
164,731 |
Long-term debt, less current portion |
|
12,000 |
|
|
— |
Long-term tax receivable agreement obligations |
|
33,526 |
|
|
29,347 |
Operating lease liabilities, less current portion |
|
4,721 |
|
|
6,317 |
Other long-term liabilities |
|
14,765 |
|
|
14,921 |
Total liabilities |
|
132,700 |
|
|
215,316 |
Commitments and contingencies |
|
|
|
||
Stockholders' equity |
|
|
|
||
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2025 and September 30, 2024 |
|
— |
|
|
— |
Class A common stock, par value $0.0001 per share, 150,000,000 shares authorized; 24,386,990 and 23,882,035 shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively |
|
2 |
|
|
2 |
Class B common stock, par value $0.0001 per share, 40,000,000 shares authorized; 8,832,061 and 10,032,676 shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively |
|
1 |
|
|
1 |
Additional paid-in capital |
|
282,872 |
|
|
279,335 |
Accumulated earnings |
|
102,299 |
|
|
100,397 |
Total stockholders' equity |
|
385,174 |
|
|
379,735 |
Non-controlling interest |
|
128,485 |
|
|
135,624 |
Total equity |
|
513,659 |
|
|
515,359 |
Total liabilities and equity |
$ |
646,359 |
|
$ |
730,675 |
Contacts
Clay Whitson
Chief Strategy Officer
(888) 251-0987
investorrelations@i3verticals.com
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