IIIVHIGH SIGNALFINANCIAL10-K

IIIV completed major business divestitures of its Merchant Services and Healthcare RCM businesses, resulting in substantially reduced revenue and operational scale.

The company has undergone a significant transformation through the sale of two major business segments, fundamentally changing its operational profile and revenue base. While this strategic restructuring has reduced liabilities and appears to have improved gross profit margins, investors face uncertainty about the sustainability and growth potential of the remaining business segments.

Comparing 2025-11-21 vs 2024-11-25View on EDGAR →
FINANCIAL ANALYSIS

The financial results reflect a company in major transition, with revenue meaningfully reduced following business divestitures, while gross profit grew modestly despite the smaller revenue base, suggesting improved margins in retained operations. Operating cash flow declined substantially, though this likely reflects the transitional nature of operations and timing of the business sales. The balance sheet shows meaningful deleveraging with current liabilities and total liabilities both declining significantly, while cash position remained relatively stable, indicating the company maintained liquidity through the restructuring process.

FINANCIAL STATEMENT CHANGES
Operating Cash Flow
Cash Flow
-88.2%
$48.4M→$5.7M

Operating cash flow fell 88.2% — earnings quality concerns; investigate working capital changes and non-cash items.

Net Income
P&L
-84.2%
$113.3M→$17.9M

Net income declined 84.2% — review whether driven by operations, interest costs, or non-recurring items.

Revenue
P&L
-60.1%
$376.3M→$150.1M

Revenue declined 60.1% — significant demand weakness or market share loss warrants investigation.

Current Liabilities
Balance Sheet
-57.1%
$164.7M→$70.7M

Current liabilities reduced — improved short-term financial position and working capital health.

Operating Income
P&L
-44.9%
$6.9M→$3.8M

Operating income deteriorated sharply — investigate whether driven by one-time charges or structural cost issues.

Total Liabilities
Balance Sheet
-43.9%
$215.3M→$120.7M

Liabilities reduced 43.9% — deleveraging improves balance sheet strength and financial flexibility.

SG&A Expense
P&L
-35%
$176.4M→$114.7M

SG&A reduced 35% — improved cost efficiency or headcount reduction improving operating margins.

Capital Expenditure
Cash Flow
-34.5%
$3.0M→$1.9M

Capex reduced 34.5% — investment cycle winding down or capital discipline; may improve near-term free cash flow.

Cash & Equivalents
Balance Sheet
-23%
$86.5M→$66.7M

Cash decreased 23% — monitor burn rate and upcoming capital needs.

Gross Profit
P&L
+17.9%
$282.7M→$333.3M

Gross profit expanding — improving pricing power or product mix shift toward higher-margin offerings.

LANGUAGE CHANGES
NEW — 2025-11-21
PRIOR — 2024-11-25
ADDED
As of November 20, 2025, there were 23,972,102 outstanding shares of Class A common stock, $0.0001 par value per share, and 8,381,681 outstanding shares of Class B common stock, $0.0001 par value per share.
Management's Discussion and Analysis of Financial Condition and Results of Operations 50 Item 7A.
We are subject to risks associated with general economic and geopolitical conditions, the business cycles of our customers, and changes in the overall level of consumer and commercial spending, which could negatively impact our business, financial condition and results of operations.
There are certain risks associated with the sale of our Merchant Services Business which was completed in September 2024 and the sale of our Healthcare RCM Business which was completed in May 2025.
The evolving legal, ethical, and regulatory landscape over AI technologies creates uncertainties.
The ongoing focus on environmental, social and governance practices could increase our costs, harm our reputation and adversely impact our financial results.
Our indebtedness could adversely affect our financial health and competitive position and we may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs.
The interests of the other Continuing Equity Owners in our business may conflict with the interests of holders of shares of our Class A common stock.
We may not be able to realize all or a portion of the tax benefits that are expected to result from future redemptions or exchanges of common units by holders.
In certain circumstances, i3 Verticals, LLC will be required to make distributions to us and the Continuing Equity Owners, and the distributions that i3 Verticals, LLC will be required to make may be substantial.
REMOVED
As of November 22, 2024, there were 23,507,730 outstanding shares of Class A common stock, $0.0001 par value per share, and 10,032,676 outstanding shares of Class B common stock, $0.0001 par value per share.
Management's Discussion and Analysis of Financial Condition and Results of Operations 56 Item 7A.
We are subject to economic and political risk, the business cycles of our customers and changes in the overall level of consumer and commercial spending, which could negatively impact our business, financial condition and results of operations.
Rapidly evolving domestic and global conditions are beyond our control and could materially adversely affect our business, operations and results of operations.
Actual or perceived failures to comply with applicable healthcare laws and regulations could result in a material breach of contract with one or more of our customers in our Healthcare vertical, harm our reputation and subject us to substantial civil and criminal penalties.
Actual or perceived failures to comply with processing related disclosure or fee regulations could result in material breach of contract with one or more of our customers, harm our reputation, result in diminished revenue, or subject us to civil penalties.
We could be adversely affected by violations of the FCPA and similar anti-bribery laws of other countries in which we provide services or have employees.
Our indebtedness could adversely affect our financial health and competitive position and we may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs, including the funds necessary to settle exchanges or the repurchase of Exchangeable Notes.
Due to the effect of discontinued operations for our Merchant Services Business, the Company s historical consolidated financial statements included in prior periodic reports are not comparable to the consolidated financial statements included in this Annual Report on Form 10-K and will not be comparable to the Company s future consolidated financial results.
There are certain risks associated with the sale of our Merchant Services Business which was completed in September 2024.
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