i3 Verticals Reports Public Sector Acquisition and Inducement Equity Grants

Rhea-AI Summary

i3 Verticals (NASDAQ: IIIV) has announced an acquisition aimed at strengthening its Public Sector vertical, effective December 31, 2021. The acquired company specializes in court system data management solutions in the southeast and mid-Atlantic regions, providing software for electronic filing and case management. This marks i3 Verticals' second acquisition in this market, expected to enhance product offerings and cross-selling opportunities. Details will be discussed in the upcoming fiscal 2022 Q1 earnings call in February.

Positive

• Acquisition strengthens presence in Public Sector vertical.
• Addition of experienced management team from acquired business.
• Potential for cross-selling opportunities within existing product suite.

Negative

• None.

NASHVILLE, Tenn.--(BUSINESS WIRE)-- i3 Verticals, Inc. (Nasdaq: IIIV) (the “Company”), today announced an acquisition that further strengthens its Public Sector vertical. The acquisition was effective on December 31, 2021.

The acquired business provides solutions for court system data management in the southeast and mid-Atlantic. Among other solutions, this business provides software products that enable electronic filing, case management and document imaging. This business focuses on state-level customers and is the Company’s second acquisition in that market.

The Company will discuss this acquisition in further detail during its upcoming fiscal 2022 first quarter earnings call in February.

Chairman and CEO Greg Daily commented, “This 30-year-old business further expands our presence in the Public Sector vertical and adds even more products to our suite in that vertical. This transaction comes with an experienced and seasoned management team, and we expect those individuals to continue to grow this business. We are also excited about additional cross-selling opportunities between this business and others within our Public Sector vertical. We continue to execute our acquisition strategy with a focus on high-growth verticals and this was an ideal acquisition for us.”

In connection with this acquisition, the Company granted equity awards under its 2020 Acquisition Equity Incentive Plan to employees in accordance with Nasdaq Listing Rule 5635(c)(4). The Company granted options to purchase a total of 100,000 shares of the Company’s Class A common stock to nine employees as a material inducement for them to enter into employment with the Company. These stock options will vest ratably over three years, subject to the employees’ continued service to the Company through each applicable vesting date. The stock options have an exercise price equal to $22.79, the closing price per share of the Company’s Class A common stock as reported by Nasdaq on December 31, 2021, the date of grant.

About i3 Verticals

The Company delivers seamless integrated payment and software solutions to customers and end users in strategic vertical markets. Building on its sophisticated and diverse platform of payment solutions, the Company creates and acquires software products to serve the specific needs of public and private organizations in its strategic verticals that include Public Sector, Healthcare and Education, among others.

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 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 generally 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.

Any 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 and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Company's actual future performance or results and cause them to differ materially from those anticipated in the forward-looking statements. Certain of these factors and other risks are discussed in the Company's filings with the U.S. Securities and Exchange Commission and include, but are not limited to: (i) the anticipated impact to the Company’s business operations, payment volume and volume attrition due to the global pandemic of a novel strain of the coronavirus (COVID-19); (ii) the Company’s indebtedness and the ability to maintain compliance with the financial covenants in the Company’s senior secured credit facility in light of the impacts of the COVID-19 pandemic; (iii) the ability to meet the Company’s liquidity needs in light of the impacts of the COVID-19 pandemic; (iv) the ability to raise additional funds on terms acceptable to us, if at all, whether debt, equity or a combination thereof; (v) the triggering of impairment testing of the Company’s fair-valued assets, including goodwill and intangible assets, in the event of a decline in the price of the Company’s Class A common stock; (vi) the ability to generate revenues sufficient to maintain profitability and positive cash flow; (vii) competition in the Company's industry and the ability to compete effectively; (viii) the dependence on non-exclusive distribution partners to market the Company's products and services; (ix) the ability to keep pace with rapid developments and changes in the Company's industry and provide new products and services; (x) liability and reputation damage from unauthorized disclosure, destruction or modification of data or disruption of the Company's services; (xi) technical, operational and regulatory risks related to the Company's information technology systems and third-party providers’ systems; (xii) reliance on third parties for significant services; (xiii) exposure to economic conditions and political risks affecting consumer and commercial spending, including the use of credit cards; (xiv) the ability to increase the Company's existing vertical markets, expand into new vertical markets and execute the Company's growth strategy; (xv) the ability to successfully identify acquisition targets, complete those acquisitions and effectively integrate those acquisitions into the Company's services; (xvi) potential degradation of the quality of the Company's products, services and support; (xvii) the ability to retain clients, many of which are small- and medium-sized businesses, which can be difficult and costly to retain; (xviii) the Company's ability to successfully manage its intellectual property; (xix) the ability to attract, recruit, retain and develop key personnel and qualified employees; (xx) risks related to laws, regulations and industry standards; (xxi) operating and financial restrictions imposed by the Company's senior secured credit facility; (xxii) risks related to the accounting method for the Company’s 1.0% Exchangeable Senior Notes due February 15, 2025 (the “Exchangeable Notes”); (xxiii) the ability to raise the funds necessary to settle exchanges of the Exchangeable Notes or to repurchase the Exchangeable Notes upon a fundamental change; (xxiv) risks related to the conditional exchange feature of the Exchangeable Notes; and (xxv) the risk factors included in the Company's Annual Report on Form 10-K for the year ended September 30, 2021 and in our subsequent filings. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, the Company's actual results may vary in material respects from those projected in these forward-looking statements.

Any forward-looking statement made by us in this release speaks only as of the date of this release. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company undertakes 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220104005223/en/

Clay Whitson

Chief Financial Officer

(888) 251-0987

investorrelations@i3verticals.com

Paul Maple

General Counsel & Secretary

(615) 465-4487

pmaple@i3verticals.com

Source: i3 Verticals

FAQ

When was the acquisition by i3 Verticals effective?

The acquisition was effective on December 31, 2021.

What does the acquired business provide for i3 Verticals?

The acquired business offers court system data management solutions, including electronic filing and case management software.

What market does the acquired business focus on?

The acquired business focuses on state-level customers in the southeast and mid-Atlantic regions.

How will i3 Verticals address the acquisition in the future?

i3 Verticals will discuss the acquisition further during its fiscal 2022 first quarter earnings call in February.

What kind of stock options were granted in connection with the acquisition?

The company granted options to purchase 100,000 shares of Class A common stock at an exercise price of $22.79.