Earnings Per Share (Tables)

12 Months Ended

Sep. 30, 2021

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:


	Year ended September 30,
	2021		2020		2019
Basic net loss per share:
Numerator
Net (loss) income	$	(7,839)	$	(979)	$	563
Less: Net (loss) income attributable to non-controlling interests	(3,382)		(560)		3,608
Net loss attributable to Class A common stockholders	$	(4,457)	$	(419)	$	(3,045)
Denominator
Weighted average shares of Class A common stock outstanding(1)	20,994,598		14,833,378		10,490,981
Basic net loss per share(2)	$	(0.21)	$	(0.03)	$	(0.29)

Dilutive net loss per share(2):
Numerator
Net loss attributable to Class A common stockholders	$	(4,457)	$	(419)
Reallocation of net loss assuming conversion of common units(5)	(2,556)		(422)
Net loss attributable to Class A common stockholders - diluted	$	(7,013)	$	(841)
Denominator
Weighted average shares of Class A common stock outstanding(1)	20,994,598		14,833,378
Weighted average effect of dilutive securities(3)(4)	10,719,593		12,596,423
Weighted average shares of Class A common stock outstanding - diluted	31,714,191		27,429,801
Diluted net loss per share	$	(0.22)	$	(0.03)

____________________

1.Excludes 6,706, 204,969 and 282,801 shares of restricted Class A common stock for the years ended September 30, 2021, 2020 and 2019, respectively.

2.For the year ended September 30, 2019, 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 earnings per share of Class A common stock:

a.15,856,855 shares of weighted average Class B common stock for the year ended September 30, 2019, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive,

b.626,500 options to purchase shares of Class A common stock for the year ended September 30, 2019, were excluded because the exercise price of these 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.1,009,858 shares of Class A common stock for the year ended September 30, 2019, resulting from estimated stock option exercises as calculated by the treasury stock method, and 282,801 shares of restricted Class A common stock for the year ended September 30, 2019 were excluded because the effect of including them would have been anti-dilutive.

3.For the year ended September 30, 2020, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted earnings per share of Class A common stock:

a.1,327,500 options to purchase shares of Class A common stock for the year ended September 30, 2020, were excluded because the exercise price of these 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

b.1,179,538 shares of Class A common stock for the year ended September 30, 2020, resulting from estimated stock option exercises as calculated by the treasury stock method, and 204,969 shares of restricted Class A common stock for the year ended September 30, 2020 were excluded because the effect of including them would have been anti-dilutive.

4.For the year ended September 30, 2021, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted earnings per share of Class A common stock:

a.2,495,922 options to purchase shares of Class A common stock for the year ended September 30, 2021, were excluded because the exercise price of these 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

b.1,471,027 shares of Class A common stock for the year ended September 30, 2021, resulting from estimated stock option exercises as calculated by the treasury stock method, and 6,706 shares of restricted Class A common stock for the year ended September 30, 2021 were excluded because the effect of including them would have been anti-dilutive.

5.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 11 above and assuming all common units of i3 Verticals, LLC were exchanged for Class A common stock at the beginning of the year. The common units of i3 Verticals, LLC held by the Continuing Equity Owners are potentially dilutive securities, and the computations of pro forma 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 year.