You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the year endedSeptember 30, 2019 ("Form 10-K"), filed with theSEC onNovember 22, 2019 . The terms "i3 Verticals ," "we," "us" and "our" and similar references refer (1) before the completion of our IPO or the reorganization transactions entered into in connection therewith (the "Reorganization Transactions"), which are described in the notes to the condensed consolidated financial statements, toi3 Verticals, LLC and, when appropriate, its subsidiaries, and (2) after the Reorganization Transactions toi3 Verticals, Inc. and, when appropriate, its subsidiaries. Note Regarding Forward-looking Statements This Quarterly Report on Form 10-Q includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements" within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this report may be forward-looking statements. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "pro forma," "continues," "anticipates," "expects," "seeks," "projects," "intends," "plans," "may," "will," "would" or "should" or, in each case, their negative or other variations or comparable terminology. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These factors include, but are not limited to, the following: •the anticipated impact to our business operations, payment volume and volume attrition due to the global pandemic of a novel strain of the coronavirus (COVID-19), including the impact of social distancing, shelter-in-place, shutdowns of non-essential businesses and similar measures imposed or undertaken by governments; •our indebtedness and our ability to maintain compliance with the financial covenants in our Senior Secured Credit Facility (as defined below) in light of the impacts of the COVID-19 pandemic; •our ability to meet our liquidity needs in light of the impacts of the COVID-19 pandemic; •our ability to raise additional funds on terms acceptable to us, if at all, whether debt, equity or a combination thereof; •the triggering of impairment testing of our fair-valued assets, including goodwill and intangible assets, in the event of a decline in the price of our Class A common stock; •our ability to generate revenue sufficient to maintain profitability and positive cash flow; •competition in our industry and our ability to compete effectively; •our dependence on non-exclusive distribution partners to market our products and services; •our ability to keep pace with rapid developments and changes in our industry and provide new products and services; •liability and reputation damage from unauthorized disclosure, destruction or modification of data or disruption of our services; •technical, operational and regulatory risks related to our information technology systems and third-party providers' systems; •reliance on third parties for significant services; •exposure to economic conditions and political risks affecting consumer and commercial spending, including the use of credit cards; •our ability to increase our existing vertical markets, expand into new vertical markets and execute our growth strategy; •our ability to protect our systems and data from continually evolving cybersecurity risks or other technological risks; 45 -------------------------------------------------------------------------------- •our ability to successfully identify acquisition targets, complete those acquisitions and effectively integrate those acquisitions into our services; •potential degradation of the quality of our products, services and support; •our ability to retain clients, many of which are SMBs, which can be difficult and costly to retain; •our ability to successfully manage our intellectual property; •our ability to attract, recruit, retain and develop key personnel and qualified employees; •risks related to laws, regulations and industry standards; •operating and financial restrictions imposed by our Senior Secured Credit Facility (as defined below); •risks related to the accounting method for the Exchangeable Notes; •our ability to raise the funds necessary to settle exchanges of the Exchangeable Notes or to repurchase the Exchangeable Notes upon a fundamental change; •risks related to the conditional exchange feature of the Exchangeable Notes; and •the risk factors included in our Form 10-K and included in Part II, Item 1A of this Quarterly Report on Form 10-Q, if any. We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and industry developments may differ materially from statements made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. The matters summarized in "Risk Factors" in our Form 10-K, in this Quarterly Report on Form 10-Q, and in our other filings could cause our actual results to differ significantly from those contained in our forward-looking statements. In addition, even if our results of operations, financial condition and liquidity, and industry developments are consistent with the forward-looking statements contained in this filing, those results or developments may not be indicative of results or developments in subsequent periods. In light of these risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this filing speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments, except as required by applicable law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data. Executive Overview Recognizing the convergence of software and payments,i3 Verticals was founded in 2012 with the purpose of delivering seamlessly integrated payment and software solutions to SMBs and organizations in strategic vertical markets. Since commencing operations, we have built a broad suite of payment and software solutions that address the specific needs of SMBs and other organizations in our strategic vertical markets, and we believe our suite of solutions differentiates us from our competition. Our primary strategic vertical markets include education, non-profit, public sector, property management and healthcare. COVID-19 Recent Developments OnMarch 11, 2020 , theWorld Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to spread throughoutthe United States and other parts of the world. The spread of COVID-19 has caused several states and cities to declare states of emergency or disaster proclamations. State and local governments, together with public health officials, have recommended and mandated precautions to mitigate the spread of the virus, including the closure of local government facilities and parks, schools, restaurants, many businesses and other locations of public assembly. Although many of the restrictions have eased across the 46 -------------------------------------------------------------------------------- country, the pandemic has yet to show substantial signs of decline in theU.S. Some areas are re-imposing closures and other restrictions due to increased rates of COVID-19 cases. As a result, the COVID-19 pandemic is significantly affecting overall economic conditions inthe United States . The economic impact of these conditions is materially impacting our business and is expected to continue to adversely impact our strategic verticals and our business in general. For example, beginning in the second half ofMarch 2020 and continuing into the third quarter of fiscal 2020, we and our clients have experienced a decline and subsequent partial recovery in payment volume and the number of transactions processed, and therefore, a decline and subsequent partial recovery in revenue in our strategic verticals. Our payment volume was$0.8 billion ,$1.0 billion and$1.2 billion for the months of April, May andJune 2020 , respectively. Further, for the three months endedJune 30, 2020 , a significant portion of our revenue and payment volume within our Merchant Services segment and ourProprietary Software and Payments segment was derived from our education and public sector strategic verticals. Due to the temporary closure of schools and many local government facilities throughout the nation, we expect the combined revenue and payment volume from multiple of these and other strategic verticals will be adversely impacted for the duration of the closure. There are no reliable estimates of how long the pandemic will last, how many people are likely to be affected by it or the duration or types of restrictions that will be imposed. For that reason, we are unable to predict the long-term impact of the pandemic on our business at this time. As previously disclosed, onApril 3, 2020 , we announced certain proactive actions in response to the significant uncertainty around the severity and duration of the COVID-19 pandemic, which included temporarily furloughing a portion of our employees and a workforce reduction program that included the elimination of certain positions as well as a general reduction in headcount. The total number of employees impacted by the furlough and workforce reduction represented approximately 12% of our workforce. AtJune 30, 2020 , we had$9.1 million of cash and cash equivalents and$240.0 million of available capacity under our Senior Secured Credit Facility (as defined in the "Senior Secured Credit Facility" subsection within the "Liquidity and Capital Resources" section below), subject to our financial covenants. Our liquidity profile reflects our completed offering inFebruary 2020 of an aggregate principal amount of$138.0 million in 1.0% Exchangeable Senior Notes due 2025, with substantially all the proceeds being used to pay down outstanding borrowings under our Senior Secured Credit Facility. As ofJune 30, 2020 , we were in compliance with these covenants with a consolidated interest coverage ratio, total leverage ratio and consolidated senior leverage ratio of 7.00x, 3.69x and 0.61x, respectively. For additional information about our Senior Secured Credit Facility and Exchangeable Notes, see the section entitled "Liquidity and Capital Resources" below. The impact of the COVID-19 pandemic is fluid and continues to evolve, and therefore, we cannot currently predict with certainty the extent to which our business, results of operations, financial condition or liquidity will ultimately be impacted. Our top priority is to protect our employees and their families, as well as our vendors and clients. We continue to take precautionary measures as directed by health authorities and local and national governments. Given the dynamic nature of these circumstances, the duration of business disruption and reduced revenues and payment volume, the related financial effect cannot be reasonably estimated at this time but is expected to materially adversely impact our business for the remainder of the 2020 fiscal year. During the third quarter of fiscal 2020, in response to the COVID-19 pandemic, the Company conducted an interim goodwill impairment analysis using the quantitative test for certain reporting units. The testing date wasMay 1, 2020 . The Company determined that none of the reporting units were impaired and fair values of all of its reporting units substantially exceeded their carrying values at the assessment date. There could be material changes to these estimates as a result of ongoing COVID-19 developments in future periods. Actual results could differ from those estimates. See "Item 1A. Risk Factors-The COVID-19 pandemic is significantly affecting our operations, business and financial condition, and our liquidity could also be negatively impacted, particularly if theU.S. economy remains unstable for a significant amount of time". Public Equity Offerings OnJune 25, 2018 , we completed the initial public offering ("IPO") of 7,647,500 shares of our Class A common stock at a public offering price of$13.00 per share. We received approximately$92.5 million of net proceeds, after deducting underwriting discounts and commissions, which we used to purchase 7,264,083 newly issued common 47 -------------------------------------------------------------------------------- units fromi3 Verticals, LLC ("Common Units") for approximately$87.8 million , and 383,417 Common Units from a selling Common Unit holder for approximately$4.6 million , in each case at a price per Common Unit equal to the price per share paid by the underwriters for shares of our Class A common stock in the IPO. OnJune 10, 2019 , we completed a secondary public offering (the "June 2019 Secondary Public Offering") of 5,165,527 shares of our Class A common stock, at a public offering price of$22.75 per share, which included a full exercise of the underwriters' option to purchase 673,764 additional shares of Class A common stock from us. We received approximately$111.6 million of net proceeds, after deducting underwriting discounts and commissions, but before offering expenses. We used the net proceeds to purchase (1) 1,000,000 Common Units directly fromi3 Verticals, LLC , and (2) 4,165,527 Common Units (including 673,764 Common Units due to the exercise of the underwriters' option to purchase additional shares in full) and an equivalent number of Class B common stock (which shares were then canceled) from certain holders, other thani3 Verticals, Inc. , of Common Units ini3 Verticals, LLC ("Continuing Equity Owners"), in each case at a price per Common Unit equal to the price per share paid by the underwriters for shares of our Class A common stock in the offering.i3 Verticals, LLC received$20.9 million in net proceeds from the sale of Common Units to the Company, which it used to repay outstanding indebtedness. In connection with this offering, we recognized an additional deferred tax asset of$26.2 million related to the Tax Receivable Agreement and a corresponding liability of$22.2 million . Exchangeable Notes Offering OnFebruary 18, 2020 ,i3 Verticals, LLC issued$138.0 million aggregate principal amount of its 1.0% Exchangeable Senior Notes dueFebruary 15, 2025 (the "Exchangeable Notes"). The Exchangeable Notes bear interest at a fixed rate of 1.0% per year, payable semiannually in arrears onFebruary 15 andAugust 15 of each year, beginning onAugust 15, 2020 . Prior toAugust 15, 2024 , the Exchangeable Notes are exchangeable only upon satisfaction of certain conditions and during certain periods described in the Indenture, and thereafter, the Exchangeable Notes are exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Exchangeable Notes are exchangeable on the terms set forth in the Indenture into cash, shares of Class A common stock, or a combination thereof, ati3 Verticals, LLC's election. The exchange rate is initially 24.4666 shares of Class A common stock per$1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately$40.87 per share of Class A common stock). The exchange rate is subject to adjustment in certain circumstances. In addition, following certain corporate events that occur prior to the maturity date ori3 Verticals, LLC's delivery of a notice of redemption,i3 Verticals, LLC will increase, in certain circumstances, the exchange rate for a holderwho elects to exchange its Exchangeable Notes in connection with such a corporate event or notice of redemption, as the case may be. The Exchangeable Notes mature onFebruary 15, 2025 , unless earlier exchanged, redeemed or repurchased. We received approximately$132.8 million in net proceeds from the sale of the Exchangeable Notes, as determined by deducting estimated offering expenses paid to third-parties from the aggregate principal amount.i3 Verticals, LLC used a portion of the net proceeds of the Exchangeable Notes offering to pay down outstanding borrowings under the Senior Secured Credit Facility in connection with the effectiveness of the operative provisions of the Amendment and to pay the cost of the note hedge transactions. For additional information, see Note 5. "Long-Term Debt, Net" to our condensed consolidated financial statements. Acquisitions A core component of our growth strategy includes a disciplined approach to acquisitions of companies and technology, evidenced by numerous platform acquisitions and tuck-in acquisitions since our inception in 2012. Our acquisitions have opened new strategic vertical markets, increased the number of businesses and organizations to whom we provide solutions and augmented our existing payment and software solutions and capabilities. Recent acquisitions During the nine months endedJune 30, 2020 , we were active in executing our acquisition strategy, though we did not complete any acquisitions during this period. This was primarily the result of our decision to defer the projected closing of certain acquisitions as a result of the uncertainty from the COVID-19 pandemic and our desire to maintain liquidity as a result. 48 -------------------------------------------------------------------------------- Subsequent toJune 30, 2020 , we completed the acquisition of two businesses. One expands our geographic reach and software capabilities in the public sector vertical. The other adds text-to-pay capabilities and other software solutions in our non-profit vertical. Total purchase consideration included$16.4 million in cash and revolving line of credit proceeds, and an amount of contingent consideration, which is still being valued. Acquisitions during the nine months endedJune 30, 2019 OnMay 31, 2019 , we acquired all the outstanding stock ofPace Payment Systems, Inc. ("Pace"). We acquired Pace to expand our software offerings, primarily in the public sector and education verticals. The total net purchase consideration was$56.1 million , including$52.5 million in cash consideration, funded by proceeds from our revolving line of credit,$3.3 million of contingent consideration,$0.2 million of restricted Class A common stock ini3 Verticals and potential additional consideration of up to$20.0 million to be paid based upon the achievement of certain growth metrics related to the financial performance of Pace in the 24 months fromJanuary 1, 2020 throughDecember 31, 2021 . We also completed the acquisitions of additional unrelated businesses. These acquisitions expanded our software offerings in the public sector vertical market, provided technology that enhances our Burton Platform and expanded our merchant base. Total net purchase consideration for these businesses was$85.7 million , which included$78.7 million of cash consideration funded with proceeds from our revolving line of credit and$7.0 million of contingent consideration. Our Revenue and Expenses Revenues We generate revenue primarily from volume-based payment processing fees ("discount fees"), and to a lesser extent, software licensing subscriptions, ongoing support and other POS-related solutions that we provide to our clients directly and through our distribution partners. Volume-based fees represent a percentage of the dollar amount of each credit or debit transaction processed. Revenues are also derived from a variety of fixed transaction or service fees, including authorization fees, convenience fees, statement fees, annual fees and fees for other miscellaneous services, such as handling chargebacks. Interchange and network fees. Interchange and network fees consist primarily of pass-through fees that make up a portion of discount fee revenue. These include assessment fees payable to card associations, which are a percentage of the processing volume we generate fromVisa and Mastercard. Upon our adoption of ASC 606 onOctober 1, 2019 , these fees are presented net of revenue. Expenses Other costs of services. Other costs of services include costs directly attributable to processing and bank sponsorship costs. These also include related costs such as residual payments to our distribution partners, which are based on a percentage of the net revenues (revenue less interchange and network fees) generated from client referrals. Losses resulting from excessive chargebacks against a client are included in other cost of services. The cost of equipment sold is also included in cost of services. Interchange and other costs of services are recognized at the time the client's transactions are processed. Selling, general and administrative. Selling, general and administrative expenses include salaries and other employment costs, professional services, rent and utilities and other operating costs. Depreciation and amortization. Depreciation expense consists of depreciation on our investments in property, equipment and computer hardware and software. Depreciation expense is recognized on a straight-line basis over the estimated useful life of the asset. Amortization expense for acquired intangible assets and internally developed software is recognized using a proportional cash flow method. Amortization expense for internally developed software is recognized over the estimated useful life of the asset. The useful lives of contract-based intangible assets are equal to the terms of the agreement. Interest expense, net. Our interest expense consists of interest on our outstanding indebtedness under our Senior Secured Credit Facility and amortization of debt issuance costs. 49 -------------------------------------------------------------------------------- How We Assess Our Business Merchant Services Our Merchant Services segment provides comprehensive payment solutions to businesses and organizations. Our Merchant Services segment provides third-party integrated payment solutions as well as traditional payment services across our strategic vertical markets.Proprietary Software and Payments OurProprietary Software and Payments segment delivers embedded payment solutions to our clients through company-owned software. Payments are delivered through both the payment facilitator model and the traditional merchant processing model. OurProprietary Software and Payments clients are primarily in the education, property management and public sector markets. Other Our Other category includes corporate overhead expenses, when presenting reportable segment information. For additional information on our segments, see Note 11 to our condensed consolidated financial statements. Key Operating Metrics We evaluate our performance through key operating metrics, including: •the dollar volume of payments our clients process through us ("payment volume"); •the portion of our payment volume that is produced by integrated transactions; and •period-to-period payment volume attrition. Our payment volume for the three months endedJune 30, 2020 and 2019 was$3.0 billion and$3.4 billion , respectively, representing a period-to-period contraction of 12.6%. Our payment volume for the nine months endedJune 30, 2020 and 2019 was$10.4 billion and$9.3 billion , respectively, representing a period-to-period growth rate of 11.9%. Our payment volume for thethree months endedJune 30, 2020 was adversely impacted by deteriorating economic conditions as a result of the impacts of the COVID-19 pandemic. Our payment volume was$0.8 billion ,$1.0 billion and$1.2 billion for the months of April, May andJune 2020 , respectively. We focus on payment volume because it is a reflection of the scale and economic activity of our client base and because a significant part of our revenue is derived as a percentage of our clients' dollar volume receipts. Payment volume reflects the addition of new clients and same store payment volume growth of existing clients, partially offset by client attrition during the period. Integrated payments represent payment transactions that are generated in situations in which payment technology is embedded within our own proprietary software, a client's software or critical business process. We evaluate the portion of our payment volume that is produced by integrated transactions because we believe the convergence of software and payments is a significant trend impacting our industry. We believe integrated payments create stronger client relationships with higher payment volume retention and growth. Integrated payments were 51% of our payment volume for both the three months endedJune 30, 2020 and 2019 and were 54% and 49% of our payment volume for the nine months endedJune 30, 2020 and 2019, respectively. We measure period-to-period payment volume attrition as the change in card-based payment volume for all clients that were processing with us for the same period in the prior year. We exclude from our calculations payment volume from new clients added during the period. We experience attrition in payment volume as a result of several factors, including business closures, transfers of clients' accounts to our competitors and account closures that we initiate due to heightened credit risks. Volume attrition provides us useful information regarding our ability to retain clients and volume. We use this metric to evaluate various operating decisions and initiatives. During the nine months endedJune 30, 2020 , our average net volume attrition per month remained below 1.6%. 50 -------------------------------------------------------------------------------- Results of Operations Three Months EndedJune 30, 2020 Compared to Three Months EndedJune 30, 2019 The following table presents our historical results of operations for the periods indicated: Three months ended June 30, Change (in thousands) 2020 2019 Amount % Revenue$ 31,573 $ 97,483 $ (65,910) (67.6) % Operating expenses Interchange and network fees(1) 63,263 (63,263) n/m Other costs of services 10,001 11,431 (1,430) (12.5) % Selling, general and administrative 18,133 17,587 546 3.1 % Depreciation and amortization 4,475 4,425 50 1.1 % Change in fair value of contingent consideration (1,473) (417) (1,056) n/m Total operating expenses 31,136 96,289 (65,153) (67.7) % Income from operations 437 1,194 (757) n/m Other expenses Interest expense, net 2,423 1,918 505 26.3 % Other expense 829 - 829 n/m Total other expenses 3,252 1,918 1,334 69.6 % Loss before income taxes (2,815) (724) (2,091) 288.8 % Benefit from income taxes (5) (131) 126 (96.2) % Net loss (2,810) (593) (2,217) n/m Net (loss) income attributable to non-controlling interest (2,454) 598 (3,052) n/m Net loss attributable to i3 Verticals, Inc.$ (356) $ (1,191) $ 835 n/m n/m = not meaningful __________________________ 1.EffectiveOctober 1, 2019 , our revenues are presented net of interchange and network fees in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. See Note 2 to our condensed consolidated financial statements for a description of the recently adopted accounting pronouncement. Revenue Revenue decreased$65.9 million , or 67.6%, to$31.6 million for the three months endedJune 30, 2020 from$97.5 million for the three months endedJune 30, 2019 . This decrease was driven by the adoption of ASC 606 effectiveOctober 1, 2019 , which resulted in our revenues being presented net of interchange and network fees prospectively. This change in presentation affected our reported revenues and operating expenses for the three months endedJune 30, 2020 by the same amount and had no effect on our income from operations. Our revenue was also negatively impacted by an overall reduction in consumer spending as a result of the COVID-19 pandemic. 51 -------------------------------------------------------------------------------- Revenue without the effect of the adoption of ASC 606 decreased$16.6 million , or 17.0%, to$80.9 million for the three months endedJune 30, 2020 from$97.5 million for the three months endedJune 30, 2019 . This decrease was principally driven the impacts of the COVID-19 pandemic. Payment volume decreased$0.4 billion , or 12.6%, to$3.0 billion for the three months endedJune 30, 2020 from$3.4 billion for the three months endedJune 30, 2019 , principally driven by the result of the COVID-19 pandemic. Acquisitions completed during the 2019 fiscal year partially offset the impacts of the COVID-19 pandemic on our revenue. Without the effect of the adoption of ASC 606, these acquisitions contributed an incremental$6.2 million , net of inter-segment eliminations, to our revenue for the three months endedJune 30, 2020 . Without the effect of the adoption of ASC 606, revenue related to a subset of merchant contracts purchased in 2014 and 2017 (the "Purchased Portfolios"), which have a higher rate of revenue attrition and payment volume attrition than the rest of our business, decreased$1.1 million , or 36.8%, to$1.8 million for the three months endedJune 30, 2020 from$2.9 million for the three months endedJune 30, 2019 . Excluding revenues from the Purchased Portfolios and the effect of the adoption of ASC 606, revenue decreased$15.6 million , or 16.4%, to$79.0 million for the three months endedJune 30, 2020 from$94.6 million for the three months endedJune 30, 2019 . Without the effect of the adoption of ASC 606, revenue within Merchant Services decreased$16.9 million , or 19.4%, to$70.3 million for the three months endedJune 30, 2020 from$87.3 million for the three months endedJune 30, 2019 . This decrease was principally driven by a decrease in payments revenue of$15.2 million for the three months endedJune 30, 2020 , driven by a decrease in payment volume due to the COVID-19 pandemic. In addition, other revenue decreased$1.8 million for the three months endedJune 30, 2020 . Without the effect of the adoption of ASC 606, revenue withinProprietary Software and Payments increased$0.7 million , or 7.3%, to$11.0 million for the three months endedJune 30, 2020 from$10.2 million for the three months endedJune 30, 2019 . This increase was principally driven by an increase in other revenue of$2.6 million for the three months endedJune 30, 2020 , driven by software and related services, which increased due to the incremental impact of acquisitions completed during the 2019 fiscal year, despite overall decreases in other revenue related to the COVID-19 pandemic. The increase in revenue withinProprietary Software and Payments was partially offset by a decrease in payments revenue of$1.9 million for the three months endedJune 30, 2020 , driven by payment volume decreases related to the COVID-19 pandemic. Interchange and Network Fees Interchange and network fees decreased$63.3 million , or 100.0%, to$0.0 million for the three months endedJune 30, 2020 from$63.3 million for the three months endedJune 30, 2019 . This decrease was driven by the adoption of ASC 606 effectiveOctober 1, 2019 , which resulted in our revenues being presented net of interchange and network fees prospectively. This change in presentation affected our reported revenues and operating expenses for the three months endedJune 30, 2020 by the same amount and had no effect on our income from operations. Interchange and network fees without the effect of the adoption of ASC 606 decreased$14.0 million , or 22.1%, to$49.3 million for the three months endedJune 30, 2020 from$63.3 million for the three months endedJune 30, 2019 . This decrease was principally driven by the impacts of the COVID-19 pandemic. Acquisitions completed during the 2019 fiscal year partially offset the impacts of the COVID-19 pandemic on our interchange and network fees. Without the effect of the adoption of ASC 606, these acquisitions contributed an incremental$2.6 million to our interchange and network fees for the three months endedJune 30, 2020 . Without the effect of the adoption of ASC 606, interchange and network fees related to the Purchased Portfolios decreased$0.5 million , or 35.3%, to$1.0 million for the three months endedJune 30, 2020 from$1.5 million for the three months endedJune 30, 2019 . Excluding interchange and network fees from these Purchased Portfolios and the effect of the adoption of ASC 606, interchange and network fees decreased$13.4 million , or 21.8%, to$48.3 million for the three months endedJune 30, 2020 from$61.8 million for the three months endedJune 30, 2019 . 52 -------------------------------------------------------------------------------- Without the effect of the adoption of ASC 606, interchange and network fees within Merchant Services decreased$13.0 million , or 21.0%, to$48.8 million for the three months endedJune 30, 2020 from$61.7 million for the three months endedJune 30, 2019 . Without the effect of the adoption of ASC 606, interchange and network fees withinProprietary Software and Payments decreased$1.0 million , or 66.4%, to$0.5 million for the three months endedJune 30, 2020 from$1.5 million for the three months endedJune 30, 2019 . These decreases in interchange and network fees for the three months endedJune 30, 2020 were driven by payment volume decreases related to the COVID-19 pandemic. Other Costs of Services Other costs of services decreased$1.4 million , or 12.5%, to$10.0 million for the three months endedJune 30, 2020 from$11.4 million for the three months endedJune 30, 2019 . Our other costs of services decreased due to an overall reduction in consumer spending as a result of the COVID-19 pandemic. Acquisitions completed during the 2019 fiscal year partially offset the impacts of the COVID-19 pandemic on our other costs of services. These acquisitions contributed an incremental$0.9 million , net of inter-segment eliminations, to our other costs of services for the three months endedJune 30, 2020 . Other costs of services within Merchant Services decreased$1.1 million , or 10.8%, to$9.4 million for the three months endedJune 30, 2020 from$10.5 million for the three months endedJune 30, 2019 . Other costs of services withinProprietary Software and Payments increased$0.1 million , or 13.2%, to$1.0 million for the three months endedJune 30, 2020 from$0.9 million for the three months endedJune 30, 2019 , due to the incremental impact of acquisitions completed during the 2019 fiscal year, despite overall decreases in other costs of services related to the COVID-19 pandemic. Selling, General and Administrative Expenses Selling, general and administrative expenses increased$0.5 million , or 3.1%, to$18.1 million for the three months endedJune 30, 2020 from$17.6 million for the three months endedJune 30, 2019 . This increase was primarily driven by a$1.2 million increase in employment expenses, primarily resulting from an increase in headcount that resulted from acquisitions and an increase in stock compensation expense. The majority of the remaining increase was comprised of COVID-19 related expenses of$0.2 million and increases in software and technological services of$0.2 million , partially offset by decreases in travel expenses of$0.5 million , decreases in insurance and professional services of$0.4 million and decreases in advertising and promotion of$0.3 million . Depreciation and Amortization Depreciation and amortization increased$0.1 million , or 1.1%, to$4.5 million for the three months endedJune 30, 2020 from$4.4 million for the three months endedJune 30, 2019 . Amortization expense decreased$0.1 million to$4.0 million for the three months endedJune 30, 2020 from$4.1 million for the three months endedJune 30, 2019 primarily due to accelerated amortization on certain merchant relationships resulting in decreased amortization in future periods. Depreciation expense increased$0.2 million to$0.5 million for the three months endedJune 30, 2020 from$0.3 million for the three months endedJune 30, 2019 . Change in Fair Value of Contingent Consideration Change in fair value of contingent consideration to be paid in connection with acquisitions was a benefit of$1.5 million for the three months endedJune 30, 2020 primarily due to some of our acquisitions achieving lower performance as a direct result of the COVID-19 pandemic. The change in fair value of contingent consideration for the three months endedJune 30, 2019 was a benefit of$0.4 million . Interest Expense, net Interest expense, net, increased$0.5 million , or 26.3%, to$2.4 million for the three months endedJune 30, 2020 from$1.9 million for the three months endedJune 30, 2019 . The increase is driven by the amortization of the debt discount, which was the difference between the principal amount of the Exchangeable Notes and the liability component, recorded in connection with the issuance of the Exchangeable Notes. We recorded$1.2 million in interest expense related to the amortization of the debt discount during the three months endedJune 30, 2020 . The increase is partially offset by a lower weighted average interest rate for the three months endedJune 30, 2020 as compared to the three months endedJune 30, 2019 . 53 -------------------------------------------------------------------------------- Other expense Other expense was$0.8 million for the three months endedJune 30, 2020 , primarily relating to a loss on retirement of debt due to the carrying value exceeding the fair value of the repurchased portion of the Exchangeable Notes at the dates of repurchases. There was no other expense for the three months endedJune 30, 2019 . Benefit from Income Taxes The benefit from income taxes decreased to a benefit of$0.0 million for the three months endedJune 30, 2020 from a benefit of$0.1 million for the three months endedJune 30, 2019 . The decrease is driven by the policy change to allocate stock compensation expense to the Class B shareholders ofi3 Verticals, LLC , which resulted in a$0.6 million reduction in the benefit from income taxes during the three months endedJune 30, 2020 . Our effective tax rate was 0% for the three months endedJune 30, 2020 . Our effective tax rate differs from the federal statutory rate of 21% primarily due to the tax structure of the Company. The income of minority ownedi3 Verticals, LLC is not taxed and the separate loss of the Company has minimal tax effect due to the allocations fromi3 Verticals, LLC . Nine Months EndedJune 30, 2020 Compared to Nine Months EndedJune 30, 2019 The following table presents our historical results of operations for the periods indicated: Nine months ended June 30, Change (in thousands) 2020 2019 Amount % Revenue$ 111,862 $ 267,745 $ (155,883) (58.2) % Operating expenses Interchange and network fees(1) 173,777 (173,777) n/m Other costs of services 34,874 31,414 3,460 11.0 % Selling, general and administrative 58,206 44,422 13,784 31.0 % Depreciation and amortization 13,668 11,875 1,793 15.1 % Change in fair value of contingent consideration (1,461) 1,736 (3,197) (184.2) % Total operating expenses 105,287 263,224 (157,937) (60.0) % Income from operations 6,575 4,521 2,054 45.4 % Other expenses Interest expense, net 6,621 3,987 2,634 66.1 % Other expense 829 - 829 n/m Total other expenses 7,450 3,987 3,463 86.9 % Income before income taxes (875) 534 (1,409) (263.9) % Benefit from income taxes (1,918) (2) (1,916) n/m Net income 1,043 536 507 94.6 % Net income attributable to non-controlling interest 811 2,651 (1,840) (69.4) % Net income (loss) attributable to i3 Verticals, Inc. $ 232$ (2,115) $ 2,347 n/m n/m = not meaningful 54
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__________________________
1.EffectiveOctober 1, 2019 , our revenues are presented net of interchange and network fees in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. See Note 2 to our condensed consolidated financial statements for a description of the recently adopted accounting pronouncement. Revenue Revenue decreased$155.9 million , or 58.2%, to$111.9 million for the nine months endedJune 30, 2020 from$267.7 million for the nine months endedJune 30, 2019 . This decrease was driven by the adoption of ASC 606 effectiveOctober 1, 2019 , which resulted in our revenues being presented net of interchange and network fees prospectively. This change in presentation affected our reported revenues and operating expenses for the nine months endedJune 30, 2020 by the same amount and had no effect on our income from operations. Our revenue in the month ofMarch 2020 and in the three months endedJune 30, 2020 was also negatively impacted an overall reduction in consumer spending as a result of the COVID-19 pandemic. Revenue without the effect of the adoption of ASC 606 increased$25.7 million , or 9.6%, to$293.5 million for the nine months endedJune 30, 2020 from$267.7 million for the nine months endedJune 30, 2019 . This increase was principally driven by acquisitions completed during the 2019 fiscal year. These acquisitions contributed an incremental$37.5 million , net of inter-segment eliminations, to our revenue for the nine months endedJune 30, 2020 . Excluding revenues from these acquisitions, revenue without the adoption of ASC 606 decreased$11.8 million principally driven by the impact of the COVID-19 pandemic. Without the effect of the adoption of ASC 606, revenue includes revenue from the Purchased Portfolios, which have a higher rate of revenue attrition and payment volume attrition than the rest of our business. Revenues from the Purchased Portfolios decreased$3.2 million , or 32.3%, to$6.6 million for the nine months endedJune 30, 2020 from$9.8 million for the nine months endedJune 30, 2019 . Excluding revenues from the Purchased Portfolios and the effect of the adoption of ASC 606, revenue grew$28.9 million , or 11.2%, to$286.9 million for the nine months endedJune 30, 2020 from$258.0 million for the nine months endedJune 30, 2019 . Without the effect of the adoption of ASC 606, revenue within Merchant Services increased$8.6 million , or 3.6%, to$250.4 million for the nine months endedJune 30, 2020 from$241.8 million for the nine months endedJune 30, 2019 . This increase was principally driven by an increase in payments revenue of$12.3 million , partially offset by a decrease in other revenue of$3.7 million for the nine months endedJune 30, 2020 . The increase in payments revenue was primarily due to the incremental impact of acquisitions completed during the 2019 fiscal year, despite overall decreases in other revenue related to the COVID-19 pandemic. Without the effect of the adoption of ASC 606, revenue withinProprietary Software and Payments increased$18.5 million , or 71.3%, to$44.4 million for the nine months endedJune 30, 2020 from$25.9 million for the nine months endedJune 30, 2019 . This increase was principally driven by an increase in other revenue of$14.3 million for the three months endedJune 30, 2020 , driven by software and related services. In addition, payments revenue increased$4.2 million for the nine months endedJune 30, 2020 , driven by increases in payment volume. These increases inProprietary Software and Payments revenue were primarily due to the incremental impact of acquisitions completed during the 2019 fiscal year, despite overall decreases in other revenue related to the COVID-19 pandemic. Payment volume increased$1.1 billion , or 11.9%, to$10.4 billion for the nine months endedJune 30, 2020 from$9.3 billion for the nine months endedJune 30, 2019 . This increase was principally driven by acquisitions completed during the 2019 fiscal year and organic growth prior to the COVID-19 pandemic. Interchange and Network Fees Interchange and network fees decreased$173.8 million , or 100.0%, to$0.0 million for the nine months endedJune 30, 2020 from$173.8 million for the nine months endedJune 30, 2019 . This decrease was driven by the adoption of ASC 606 effectiveOctober 1, 2019 , which resulted in our revenues being presented net of interchange and network fees prospectively. This change in presentation affected our reported revenues and operating expenses for the nine months endedJune 30, 2020 by the same amount and had no effect on our income from operations. 55 -------------------------------------------------------------------------------- Interchange and network fees without the effect of the adoption of ASC 606 increased$7.8 million , or 4.5%, to$181.6 million for the nine months endedJune 30, 2020 from$173.8 million for the nine months endedJune 30, 2019 . Acquisitions completed during the 2019 fiscal year contributed an incremental$13.8 million to our interchange and network fees for the nine months endedJune 30, 2020 . Excluding interchange and network fees from these acquisitions, interchange and network fees without the adoption of ASC 606 decreased$5.9 million principally driven by the impact of the COVID-19 pandemic. Without the effect of the adoption of ASC 606, interchange and network fees related to the Purchased Portfolios decreased$1.4 million , or 29.4%, to$3.4 million for the nine months endedJune 30, 2020 from$4.8 million for the nine months endedJune 30, 2019 . Excluding interchange and network fees from the Purchased Portfolios and the effect of the adoption of ASC 606, interchange and network fees grew$9.2 million , or 5.5%, to$178.2 million for the nine months endedJune 30, 2020 from$169.0 million for the nine months endedJune 30, 2019 . Without the effect of the adoption of ASC 606, interchange and network fees within Merchant Services increased$7.2 million , or 4.3%, to$176.4 million for the nine months endedJune 30, 2020 from$169.2 million for the nine months endedJune 30, 2019 . Without the effect of the adoption of ASC 606, interchange and network fees withinProprietary Software and Payments increased$0.6 million , or 13.5%, to$5.2 million for the nine months endedJune 30, 2020 from$4.5 million for the nine months endedJune 30, 2019 . Other Costs of Services Other costs of services increased$3.5 million , or 11.0%, to$34.9 million for the nine months endedJune 30, 2020 from$31.4 million for the nine months endedJune 30, 2019 . Acquisitions completed during the 2019 fiscal year contributed an incremental$4.8 million , net of inter-segment eliminations, to our other costs of services for the nine months endedJune 30, 2020 . Other costs of services within Merchant Services increased$3.2 million , or 10.6%, to$32.8 million for the nine months endedJune 30, 2020 from$29.6 million for the nine months endedJune 30, 2019 . Other costs of services withinProprietary Software and Payments was increased$1.7 million , or 94.0%, to$3.4 million for the nine months endedJune 30, 2020 from$1.8 million for the nine months endedJune 30, 2019 . Selling, General and Administrative Expenses Selling, general and administrative expenses increased$13.8 million , or 31.0%, to$58.2 million for the nine months endedJune 30, 2020 from$44.4 million for the nine months endedJune 30, 2019 . The majority of the remaining increase was comprised of increases in software and technological services of$0.8 million , partially offset by decreases in travel expenses of$0.4 million . Depreciation and Amortization Depreciation and amortization increased$1.8 million , or 15.1%, to$13.7 million for the nine months endedJune 30, 2020 from$11.9 million for the nine months endedJune 30, 2019 . Amortization expense increased$1.2 million to$12.3 million for the nine months endedJune 30, 2020 from$11.0 million for the nine months endedJune 30, 2019 primarily due to acquisitions completed during the prior fiscal year. Depreciation expense increased$0.6 million to$1.4 million for the nine months endedJune 30, 2020 from$0.8 million for the nine months endedJune 30, 2019 . Change in Fair Value of Contingent Consideration Change in fair value of contingent consideration to be paid in connection with acquisitions was a benefit of$1.5 million for the nine months endedJune 30, 2020 due to some of our acquisitions achieving lower performance as a direct result of the COVID-19 pandemic. The change in fair value of contingent consideration for the nine months endedJune 30, 2019 was a charge of$1.7 million . Interest Expense, net Interest expense, net, increased$2.6 million , or 66.1%, to$6.6 million for the nine months endedJune 30, 2020 from$4.0 million for the nine months endedJune 30, 2019 . The increase is driven by the amortization of the debt discount, which was the difference between the principal amount of the Exchangeable Notes and the liability 56 -------------------------------------------------------------------------------- component, recorded in connection with the issuance of the Exchangeable Notes. We recorded$1.8 million in interest expense related to the amortization of the debt discount during the nine months endedJune 30, 2020 . The increase also reflects a higher average outstanding debt balance, but offset by a lower weighted average interest rate for the nine months endedJune 30, 2020 as compared to the nine months endedJune 30, 2019 . Other expense Other expense was$0.8 million for the nine months endedJune 30, 2020 , primarily relating to a loss on retirement of debt due to the carrying value exceeding the fair value of the repurchased portion of the Exchangeable Notes at the dates of repurchases. There was no other expense for the nine months endedJune 30, 2019 . Benefit from Income Taxes The benefit from income taxes increased to a benefit of$1.9 million for the nine months endedJune 30, 2020 from a benefit of$0.0 million for the nine months endedJune 30, 2019 . As described in Note 2 to our condensed consolidated financial statements, we had a reduction in the valuation allowance recorded on a deferred tax asset, which resulted in a$2.7 million reduction in the valuation allowance on the deferred tax asset related to our investment in partnership and a corresponding increase in the benefit from income taxes, partially offset by the policy change to allocate stock compensation expense to the Class B shareholders ofi3 Verticals, LLC , which resulted in a$0.6 million reduction in the benefit from income taxes in the nine months endedJune 30, 2020 . Our effective tax rate was 219% for the nine months endedJune 30, 2020 . Our effective tax rate differs from the federal statutory rate of 21% primarily due to the tax structure of the Company. The income of minority ownedi3 Verticals, LLC is not taxed and the separate loss of the Company has minimal tax effect due to the allocations fromi3 Verticals, LLC .
Seasonality
We have experienced in the past, and may continue to experience, seasonal fluctuations in our revenues as a result of consumer and business spending patterns. Revenues during the first quarter of the calendar year, which is our second fiscal quarter, tend to decrease in comparison to the remaining three quarters of the calendar year on a same store basis. This decrease is due to the relatively higher number and amount of electronic payment transactions related to seasonal retail events, such as holiday and vacation spending in their second, third and fourth quarters of the calendar year, which respectively are the third, fourth and first quarters of our fiscal year. The number of business days in a month or quarter also may affect seasonal fluctuations. Revenue in our education vertical fluctuates with the school calendar. Revenue for our education clients is strongest in August, September, October, January and February, at the start of each semester, and generally weakens throughout the semester, with little revenue in the summer months of June and July. Operating expenses show less seasonal fluctuation, with the result that net income is subject to the same seasonal factors as our revenues. The growth in our business may have partially overshadowed seasonal trends to date, and seasonal impacts on our business may be more pronounced in the future. We expect the COVID-19 pandemic to have an adverse impact on our results of operations relative to the prior year and the normal seasonality of our business. Liquidity and Capital Resources We have historically financed our operations (not including investments and acquisitions) and working capital through net cash from operating activities. As ofJune 30, 2020 , we had$9.1 million of cash and cash equivalents and available borrowing capacity of$240.0 million under our Senior Secured Credit Facility, subject to the financial covenants. We usually minimize cash balances by making payments on our revolving line of credit to minimize borrowings and interest expense. 57 -------------------------------------------------------------------------------- Our primary cash needs are to fund working capital requirements, invest in our technology infrastructure, fund acquisitions and related contingent consideration, make scheduled principal and interest payments on our outstanding indebtedness and pay tax distributions to members. We historically have had positive cash flow provided by operations. Our plan for capital expenditures and future acquisitions for this fiscal year are being re-evaluated as we navigate through the economic impact related to the COVID-19 pandemic. We will assess our plans for acquisition opportunities against our cash availability during the crisis to make the most strategic decisions for our business. We have the ability to pause or terminate much of our anticipated acquisition program should our financial position require it. We currently expect that our cash flow from operations, current cash and cash equivalents and available borrowing capacity under the Senior Secured Credit Facility will be sufficient to fund our operations and planned capital expenditures and to service our debt obligations for at least the next twelve months. As previously disclosed, onApril 3, 2020 , we announced certain proactive actions in response to the significant uncertainty around the severity and duration of the COVID-19 pandemic, which included temporarily furloughing a portion of our employees and a workforce reduction program that included the elimination of certain positions as well as a general reduction in headcount. The total number of employees impacted by the furlough and workforce reduction represented approximately 12% of our workforce. Our liquidity profile reflects our completed offering inFebruary 2020 of an aggregate principal amount of$138.0 million in 1.0% Exchangeable Senior Notes due 2025, with substantially all the proceeds being used to pay down outstanding borrowings under our Senior Secured Credit Facility. During the three months endedJune 30, 2020 , we repurchased$8.5 million in aggregate principal amount of the Exchangeable Notes for an aggregate purchase price of approximately$6.8 million . We recorded a loss on retirement of debt of$0.8 million due to the carrying value exceeding the fair value of the repurchased portion of the Exchangeable Notes at the dates of repurchases. We may elect from time to time to purchase our outstanding debt in open market purchases, privately negotiated transactions or otherwise. Any such debt repurchases will depend upon prevailing market conditions, our liquidity requirements, contractual restrictions, applicable securities law and other factors. As amended onFebruary 18, 2020 in connection with our offering of Exchangeable Notes, our Senior Secured Credit Facility requires us to maintain a consolidated interest coverage ratio not less than 3.00 to 1.00, a total leverage ratio not exceeding 5.00 to 1.00 and a consolidated senior secured leverage ratio not exceeding 3.25 to 1.00, provided that for each of the four fiscal quarters immediately following a qualified acquisition, the total leverage ratio and the consolidated senior secured leverage ratio would increase by up to 0.25, subject to certain limitations. As ofJune 30, 2020 , we were in compliance with these covenants with a consolidated interest coverage ratio, total leverage ratio and consolidated senior leverage ratio of 7.00x, 3.69x and 0.61x, respectively. Although we believe our liquidity position remains strong, there can be no assurance that we will be able to raise additional funds, in the form of debt or equity, or to amend our Senior Secured Credit Facility on terms acceptable to us, if at all, even if we determined such actions were necessary in the future. Any material adverse change in client demand and our ability to retain clients, competitive market forces, or uncertainties caused by the COVID-19 pandemic, as well as other factors listed under the heading "Note Regarding Forward-looking Statements," and in our risk factors included herein and in our Form 10-K for the fiscal year endedSeptember 30, 2019 and subsequent filings could affect our ability to continue to fund our liquidity needs from business operations. 58 -------------------------------------------------------------------------------- Cash Flows The following table presents a summary of cash flows from operating, investing and financing activities for the following comparative periods. Nine Months EndedJune 30, 2020 and 2019 Nine months ended June 30, 2020 2019 (in thousands) Net cash provided by operating activities$ 10,087 $
16,297
Net cash used in investing activities$ (5,744) $
(131,705)
Net cash provided by financing activities$ 3,143 $
117,296
Cash Flow from Operating Activities Net cash provided by operating activities decreased$6.2 million to$10.1 million for the nine months endedJune 30, 2020 from$16.3 million for the nine months endedJune 30, 2019 . The decrease in net cash provided by operating activities was partially offset by an increase in net income of$0.5 million . The decrease in net cash provided by operating activities was further offset by adjustments to net income including increases in equity-based compensation of$3.3 million , depreciation and amortization expense of$1.8 million , amortization of debt discount and issuance costs expense of$1.7 million and loss on the repurchase of Exchangeable Notes of$0.8 million . The decrease in net cash provided by operating activities was driven by a decrease in increases in non-cash contingent consideration from original estimates of$3.2 million , an increase in the benefit from deferred taxes of$2.8 million and a decrease in operating assets and liabilities of$8.7 million . The decrease in operating assets and liabilities was primarily driven by a$4.5 million increase in accounts receivable, a$3.5 million decrease in contingent consideration paid in excess of original estimates, a$2.3 million decrease in accrued liabilities and a$1.5 million decrease in accounts payable, partially offset by a$2.2 million increase in deferred revenue and a$1.0 million decrease in other assets for the nine months endedJune 30, 2020 compared to the nine months endedJune 30, 2019 . Cash Flow from Investing Activities Net cash used in investing activities decreased$126.0 million to$5.7 million for the nine months endedJune 30, 2020 from$131.7 million for the nine months endedJune 30, 2019 . The largest driver of cash used in investing activities for the nine months endedJune 30, 2019 was cash used in acquisitions, net of cash acquired. For the nine months endedJune 30, 2019 , we used$126.9 million of cash for acquisitions, net of cash acquired. The decrease in cash used in investing activities was further driven by a decrease in purchases of merchant portfolios and residual buyouts of$1.0 million , partially offset by an increase in expenditures for property and equipment of$1.3 million and an increase in expenditures for capitalized software of$0.6 million . Cash Flow from Financing Activities Net cash provided by financing activities decreased$114.2 million to$3.1 million for the nine months endedJune 30, 2020 from$117.3 million for the nine months endedJune 30, 2019 . The decrease in net cash provided by financing activities was primarily the result of an increase in payments on the revolving credit facility of$216.4 million , payments for purchases of exchangeable senior note hedges of$28.7 million during the nine months endedJune 30, 2020 , a decrease in proceeds from the revolving credit facility of$24.9 million , a decrease in proceeds from issuance of Class A common stock sold in the offering inJune 2019 of$21.7 million , an increase in payments for the repurchase of Exchangeable Notes of$6.8 million and an increase in payments of debt issuance costs of$5.1 million for the nine months endedJune 30, 2020 compared to the nine months endedJune 30, 2019 . The decrease in cash provided by financing activities is partially offset by proceeds from borrowings on exchangeable notes of$138.0 million and proceeds from the issuance of warrants of$14.7 million during the nine months endedJune 30, 2020 , as well as a decrease in payments of notes payable to banks of$35.0 million and a decrease in payments for required distributions to members for tax obligations of$2.0 million for the three months endedJune 30, 2020 from the three months endedJune 30, 2019 . 59 -------------------------------------------------------------------------------- Senior Secured Credit Facility OnOctober 30, 2017 , we entered into a new credit facility (the "2017 Senior Secured Credit Facility"). Bank of America Corporation served as administrative agent with Bank of America Corporation, Wells Fargo & Co. andFifth Third Bank served as joint lead arrangers and joint bookrunners. The 2017 Senior Secured Credit Facility consisted of$40.0 million in term loans and a$110.0 million revolving line of credit. For a summary of the 2017 Senior Secured Credit Facility, please refer to Note 5 to the accompanying condensed consolidated financial statements and to "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" of Part II, Item 7 of our Form 10-K. OnMay 9, 2019 , we amended and restated our existing 2017 Senior Secured Credit Facility with a new credit agreement, which we amended onFebruary 18, 2020 , in connection with our offering of Exchangeable Notes (the "Senior Secured Credit Facility"). The Senior Secured Credit Facility consists of a$275.0 million revolving credit facility, together with an option to increase the revolving credit facility and/or obtain incremental term loans in an additional principal amount of up to$50.0 million in the aggregate. The Senior Secured Credit Facility accrues interest at LIBOR (based upon an interest period of one, two, three or six months or, under some circumstances, up to twelve months) plus an applicable margin of 2.25% to 3.25% (3.25% as ofJune 30, 2020 ), or the base rate (defined as the highest of (x) theBank of America prime rate, (y) the federal funds rate plus 0.50% and (z) LIBOR plus 1.00%), plus an applicable margin of 0.25% to 1.25% (1.25% as ofJune 30, 2020 ), in each case depending upon the consolidated total leverage ratio, as defined in the agreement. Interest is payable at the end of the selected interest period, but no less frequently than quarterly. Additionally, the Senior Secured Credit Facility requires us to pay unused commitment fees of 0.15% to 0.30% (0.30% as ofJune 30, 2020 ) on any undrawn amounts under the revolving credit facility and letter of credit fees of up to 3.25% on the maximum amount available to be drawn under each letter of credit issued under the agreement. The maturity date of the Senior Secured Credit Facility isMay 9, 2024 . The Senior Secured Credit Facility requires maintenance of certain financial ratios on a quarterly basis as follows: (i) a minimum consolidated interest coverage ratio of 3.00 to 1.00, (ii) a maximum total leverage ratio of 5.00 to 1.00, provided, that for each of the four fiscal quarters immediately following a qualified acquisition (each a "Leverage Increase Period"), the required ratio set forth above may be increased by up to 0.25, subject to certain limitations and (iii) a maximum consolidated senior secured leverage ratio of 3.25 to 1.00, provided, that for each Leverage Increase Period, the consolidated senior leverage ratio may be increased by up to 0.25, subject to certain limitations. As ofJune 30, 2020 , we were in compliance with these covenants, and there was$240.0 million available for borrowing under the revolving credit facility, subject to the financial covenants. The Senior Secured Credit Facility is secured by substantially all of our assets. The lenders under the Senior Secured Credit Facility hold senior rights to collateral and principal repayment over all other creditors. The provisions of the Senior Secured Credit Facility place certain restrictions and limitations upon us. These include, among others, restrictions on liens, investments, indebtedness, fundamental changes and dispositions, dividends and distributions, changes in the nature of our business, transactions with affiliates and prepayment of other indebtedness; maintenance of certain financial ratios; and certain non-financial covenants pertaining to our activities during the period covered. As a holding company, we depend on distributions or loans fromi3 Verticals, LLC to access funds earned by our operations. The covenants contained in the Senior Secured Credit Facility may restricti3 Verticals, LLC's ability to provide funds toi3 Verticals, Inc. Follow-on Offering OnJune 10, 2019 , we completed theJune 2019 Secondary Public Offering of 5,165,527 shares of our Class A common stock, at a public offering price of$22.75 per share, which included a full exercise of the underwriters' option to purchase 673,764 additional shares of Class A common stock from us. We received approximately$111.6 million of net proceeds, after deducting underwriting discounts and commissions, but before offering expenses. We used the net proceeds to purchase (1) 1,000,000 Common Units directly fromi3 Verticals, LLC , and (2) 4,165,527 Common Units (including 673,764 Common Units due to the exercise of the underwriters' option to purchase additional shares in full) and an equivalent number of Class B common stock (which shares were then canceled) from certain Continuing Equity Owners, in each case at a price per Common Unit equal to 60 -------------------------------------------------------------------------------- the price per share paid by the underwriters for shares of our Class A common stock in the offering.i3 Verticals, LLC received$20.9 million in net proceeds from the sale of Common Units to the Company, which it used to repay outstanding indebtedness. In connection with this offering, we recognized an additional deferred tax asset of$26.2 million related to the Tax Receivable Agreement and a corresponding liability of$22.2 million . Exchangeable Notes OnFebruary 18, 2020 ,i3 Verticals, LLC issued$138.0 million aggregate principal amount of its 1.0% Exchangeable Notes dueFebruary 15, 2025 . The Exchangeable Notes bear interest at a fixed rate of 1.0% per year, payable semiannually in arrears onFebruary 15 andAugust 15 of each year, beginning onAugust 15, 2020 . The Exchangeable Notes are exchangeable into cash, shares of the Company's Class A common stock, or a combination thereof, ati3 Verticals, LLC's election. The Exchangeable Notes mature onFebruary 15, 2025 , unless earlier exchanged, redeemed or repurchased. The net proceeds from the sale of the Exchangeable Notes were approximately$132.8 million , after deducting discounts and commissions to the certain initial purchasers and other estimated fees and expenses.i3 Verticals, LLC used a portion of the net proceeds of the Exchangeable Notes offering to pay down outstanding borrowings under the Senior Secured Credit Facility in connection with the effectiveness of the operative provisions of the Amendment and to pay the cost of the Note Hedge Transactions. Contractual Obligations The following table summarizes our contractual obligations and commitments as ofJune 30, 2020 related to leases and borrowings: Payments Due by Period Less than 1 More than 5 Contractual Obligations Total year 1 to 3 years 3 to 5 years years (in thousands) Processing minimums(1)$ 9,900 $ 3,455
13,229 2,647 4,597 3,248 2,737 Loan to third party sales organization(2) 2,500 2,500 - - - Senior Secured Credit Facility and related interest(3) 42,779 1,982 3,964 36,833 - Exchangeable Notes and related interest(4) 135,489 1,295 2,590 131,604 - Contingent consideration(5) 8,738 6,655 2,083 - - Total$ 212,635 $ 18,534 $ 18,554 $ 172,810 $ 2,737 __________________________ 1.We have agreements with several processors to provide us services related to transaction processing and transmittal, transaction authorization and data capture, and access to various reporting tools. Certain of these agreements require us to submit a minimum monthly number of transactions for processing. If we submit a number of transactions that is lower than the minimum, we are required to pay to the processor the fees it would have received if we had submitted the required minimum number of transactions. 2.We have committed to a loan to a third party sales organization in multiple increments, contingent upon the third party sales organization's achievement of certain financial metrics. The amount reflected in this table includes the maximum commitment for the loan. 3.We estimated interest payments through the maturity of our Senior Secured Credit Facility by applying the interest rate of 3.61% in effect on the outstanding balance as ofJune 30, 2020 , plus the unused fee rate of 0.30% in effect as ofJune 30, 2020 . 4.We calculated interest payments through the maturity of our Exchangeable Notes by applying the coupon interest rate of 1.00% on the principal balance as ofJune 30, 2020 of$138.0 million . 5.In connection with certain of our acquisitions, we may be obligated to pay the seller of the acquired entity certain amounts of contingent consideration as set forth in the relevant purchasing documents, whereby additional consideration may be due upon the achievement of certain specified financial performance targets. i3Verticals, Inc. accounts for the fair values of such contingent payments in accordance with the Level 3 financial instrument fair value hierarchy at the close of each subsequent reporting period. The acquisition-date fair value of material contingent consideration is valued using a Monte Carlo simulation.i3 Verticals, Inc. subsequently reassesses such fair value based on probability estimates with respect to the acquired entity's likelihood of achieving the respective financial performance targets.
Potential payments under the Tax Receivable Agreement are not reflected in this table. See "-Tax Receivable Agreement" below.
61 -------------------------------------------------------------------------------- Tax Receivable Agreement We are a party to a Tax Receivable Agreement withi3 Verticals, LLC and each of the Continuing Equity Owners, as described in Note 6 of our condensed consolidated financial statements. As a result of the Tax Receivable Agreement, we have been required to establish a liability in our condensed consolidated financial statements. That liability, which will increase upon the redemptions or exchanges of Common Units for our Class A common stock, generally represents 85% of the estimated future tax benefits, if any, relating to the increase in tax basis associated with the Common Units we received as a result of the Reorganization Transactions and other redemptions or exchanges by holders of Common Units. If this election is made, the accelerated payment will be based on the present value of 100% of the estimated future tax benefits and, as a result, the associated liability reported on our condensed consolidated financial statements may be increased. We expect that the payments required under the Tax Receivable Agreement will be substantial. The actual increase in tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of redemptions or exchanges by the holders of Common Units, the price of our Class A common stock at the time of the redemption or exchange, whether such redemptions or exchanges are taxable, the amount and timing of the taxable income we generate in the future and the tax rate then applicable as well as the portion of our payments under the Tax Receivable Agreement constituting imputed interest. We intend to fund the payment of the amounts due under the Tax Receivable Agreement out of the cash savings that we actually realize in respect of the attributes to which Tax Receivable Agreement relates. As ofJune 30, 2020 , the total amount due under the Tax Receivable Agreement was$25.9 million , and payments to the Continuing Equity Owners related to exchanges throughJune 30, 2020 will range from approximately$0 to$2.3 million per year and are expected to be paid over the next 25 years. The amounts recorded as ofJune 30, 2020 , approximate the current estimate of expected tax savings and are subject to change after the filing of the Company'sU.S. federal and state income tax returns. Future payments under the Tax Receivable Agreement with respect to subsequent exchanges would be in addition to these amounts. Critical Accounting Policies Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, goodwill and intangible assets, contingent consideration, and equity-based compensation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The impact of the COVID-19 pandemic on certain of our estimates, including goodwill and intangible assets, is uncertain at this time. If general economic conditions continue to deteriorate or remain uncertain for an extended period of time, the trading price of our common stock, which has already declined in recent weeks, could decline further. If the stock price continues to be depressed or decreases further, it may cause a triggering event for impairment testing of fair-valued assets, including goodwill and intangible assets. Critical accounting policies are those that we consider the most critical to understanding our financial condition and results of operations. As ofJune 30, 2020 , there have been no significant changes to our critical accounting estimates disclosed in the Form 10-K filed with theSEC onNovember 22, 2019 , except regarding the adoption of ASC 606 onOctober 1, 2019 , the reduction in the valuation allowance on the deferred tax asset related to our investment in partnership and the policy change to allocate stock compensation expense to the Class B shareholders ofi3 Verticals, LLC , as described in Note 2 to our condensed consolidated financial statements. 62 -------------------------------------------------------------------------------- Recently Issued Accounting Pronouncements As ofJune 30, 2020 , there have been no significant changes to our recently issued accounting pronouncements disclosed in the Form 10-K filed with theSEC onNovember 22, 2019 , except as described in Note 2 to our condensed consolidated financial statements.
Off-Balance Sheet Arrangements
As of
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