EARNINGS PER SHARE (Tables)

6 Months Ended

Mar. 31, 2025

Schedule of Reconciliations of the Numerators and Denominators Used to Compute Basic and Diluted Earnings Per Share

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock from continuing operations for the three and six months ended March 31, 2025 and 2024:


	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024		2025		2024
Basic net income (loss) per share:
Numerator
Net income (loss)	$	1,095	$	(2,302)	$	4,417	$	(6,517)
Less: Net income (loss) attributable to non-controlling interest	1,022		(593)		2,150		(1,923)
Net income (loss) attributable to Class A common stockholders	$	73	$	(1,709)	$	2,267	$	(4,594)
Denominator
Weighted average shares of Class A common stock outstanding	23,834,233		23,331,239		23,691,648		23,299,214
Basic net income (loss) per share(1)	$	0.00	$	(0.07)	$	0.10	$	(0.20)

Diluted net income per share:
Numerator
Net income attributable to Class A common stockholders	$	73			$	2,267
Reallocation of net income assuming conversion of common units(2)	—				—
Net income attributable to Class A common stockholders - diluted	$	73			$	2,267

Denominator
Weighted average shares of Class A common stock outstanding	23,834,233				23,691,648
Weighted average effect of dilutive securities(3)	299,505				389,584
Weighted average shares of Class A common stock outstanding - diluted	24,133,738				24,081,232
Diluted net income per share	$	0.00			$	0.09

__________________________

1.For the three and six months ended March 31, 2024, all potentially dilutive securities were anti-dilutive, so diluted net loss per share was equivalent to basic net loss per share. The following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net loss per share of Class A common stock for continuing operations:

a.10,091,604 and 10,092,504 weighted average shares of Class B common stock for the three and six months ended March 31, 2024, respectively, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive,

b.7,852,595 and 8,246,542 stock options for the three and six months ended March 31, 2024, respectively, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive, and

c.387,235 and 427,506shares for the three and six months ended March 31, 2024, respectively, resulting from estimated stock option exercises and restricted stock units vesting as calculated by the treasury stock method were excluded because of the effect of including them would have been anti-dilutive.

2.The reallocation of net income assuming conversion of common units represents the tax effected net income attributable to non-controlling interest using the effective income tax rates described in Note 10 above and assuming all common units of i3 Verticals, LLC were exchanged for Class A common stock at the beginning of the period. The common units of i3 Verticals, LLC held by the Continuing Equity Owners are potentially dilutive securities, and the computations of diluted net income per share assume that all common units of i3 Verticals, LLC were exchanged for shares of Class A common stock at the beginning of the period.

3.For the three and six months ended March 31, 2025, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net income per share of Class A common stock for continuing operations:

a.9,408,427 and 9,720,698 weighted average shares of Class B common stock for the three and six months ended March 31, 2025, respectively, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive, and

b.4,227,718 and 4,660,034 stock options for the three and six months ended March 31, 2025, respective, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock from discontinued operations for the three and six months ended March 31, 2024:


	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024		2025		2024
Basic net (loss) income per share:
Numerator
Net (loss) income	$	(326)	$	5,650	$	(540)	$	11,401
Less: Net (loss) income attributable to non-controlling interest	(99)		2,063		(175)		3,831
Net (loss) income attributable to Class A common stockholders	$	(227)	$	3,587	$	(365)	$	7,570
Denominator
Weighted average shares of Class A common stock outstanding	23,834,233		23,331,239		23,691,648		23,299,214
Basic net (loss) income per share(1)	$	(0.01)	$	0.15	$	(0.02)	$	0.32

Diluted net income per share:
Numerator
Net income attributable to Class A common stockholders			$	3,587			$	7,570
Reallocation of net income assuming conversion of common units(2)			—				2,894
Net income attributable to Class A common stockholders - diluted			$	3,587			$	10,464

Denominator
Weighted average shares of Class A common stock outstanding			23,331,239				23,299,214
Weighted average effect of dilutive securities(3)			387,235				10,520,010
Weighted average shares of Class A common stock outstanding - diluted			23,718,474				33,819,224
Diluted net income per share			$	0.15			$	0.31

__________________________

1.For the three and six months ended March 31, 2025, all potentially dilutive securities were anti-dilutive, so diluted net loss per share was equivalent to basic net loss per share. The following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net loss per share of Class A common stock for discontinued operations:

b.4,227,718 and 4,660,034 stock options for the three and six months ended March 31, 2025, respectively, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive.

c.299,505 and 389,584 shares for the three and six months ended March 31, 2025, respectively, resulting from estimated stock option exercises and restricted stock units vesting as calculated by the treasury stock method were excluded because of the effect of including them would have been anti-dilutive.

3.For the three and six months ended March 31, 2024, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net loss per share of Class A common stock for discontinued operations:

a.10,091,604 weighted average shares of Class B common stock for the three months ended March 31, 2024, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive, and

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock from the consolidated operations for three and six months ended March 31, 2024:


	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024		2025		2024
Basic net income per share:
Numerator
Net income	$	769	$	3,348	$	3,877	$	4,884
Less: Net income attributable to non-controlling interest	923		1,470		1,975		1,908
Net (loss) income attributable to Class A common stockholders	$	(154)	$	1,878	$	1,902	$	2,976
Denominator
Weighted average shares of Class A common stock outstanding	23,834,233		23,331,239		23,691,648		23,299,214
Basic net (loss) income per share(1)	$	(0.01)	$	0.08	$	0.08	$	0.13

Diluted net income per share:
Numerator
Net (loss) income attributable to Class A common stockholders			$	1,878	$	1,902	$	2,976
Reallocation of net income assuming conversion of common units(2)			—		—		—
Net (loss) income attributable to Class A common stockholders - diluted			$	1,878	$	1,902	$	2,976

Denominator
Weighted average shares of Class A common stock outstanding			23,331,239		23,691,648		23,299,214
Weighted average effect of dilutive securities(3)			387,235		389,584		427,506
Weighted average shares of Class A common stock outstanding - diluted			23,718,474		24,081,232		23,726,720
Diluted net income per share			$	0.08	$	0.08	$	0.13

__________________________

1.For the three months ended March 31, 2025, all potentially dilutive securities were anti-dilutive, so diluted net loss per share was equivalent to basic net loss per share. The following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net loss per share of Class A common stock for discontinued operations:

a.9,408,427 weighted average shares of Class B common stock for the three months ended March 31, 2025, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive.

b.4,227,718 stock options for the three months ended March 31, 2025, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive.

c.299,505 shares for the three months ended March 31, 2025, resulting from estimated stock option exercises and restricted stock units vesting as calculated by the treasury stock method were excluded because of the effect of including them would have been anti-dilutive.

3.For the three months ended March 31, 2024 and the six months ended March 31, 2025 and 2024, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net income per share of Class A common stock from consolidated operations:

a.10,091,604, 9,720,698 and 10,092,504 weighted average shares of Class B common stock for the three months ended March 31, 2024 and the six months ended March 31, 2025 and 2024, respectively, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive, and

b.7,852,595, 4,660,034 and 8,246,542 stock options for the three months ended March 31, 2024 and the six months ended March 31, 2025 and 2024, respectively, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive.