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United States securities and exchange commission logo
March 29, 2021
Clay Whitson
Chief Financial Officer
i3 Verticals, Inc.
40 Burton Hills Blvd., Suite 415
Nashville, TN 37215
Re: i3 Verticals, Inc.
Form 10-K for the
Fiscal Year Ended September 30, 2020
Filed November 23,
2020
8-K Filed November
19, 2020
File No. 1-38532
Dear Mr. Whitson:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2020
Note 2. Summary of Significant Accounting Policies
Use of Estimates, page 92
1. Please explain to us
how the change in your policy to allocate stock compensation
expense to your Class B
common stock resulted in reductions to the income tax benefit
and your net loss and
increases in net loss attributable to non-controlling interest.
Note 16. Segments, page 122
2. Please tell us your
consideration of disclosing total expenditures for additions to long-
lived assets for the
years presented. Refer to ASC 280-10-50-25b.
3. You present both income
(loss) from operations and processing margin. If your chief
operating decision
maker uses only one measure of a segment's profit or loss in assessing
Clay Whitson
i3 Verticals, Inc.
March 29, 2021
Page 2
segment performance and deciding how to allocate resources, segment
profit or loss shall
be reported for that measure only. If the chief operating decision
maker uses more than
one measure of a segment's profit or loss, the reported measure shall
be the one that
management believes is determined in accordance with the measurement
principles most
consistent with those used in measuring the corresponding amount in
the public entity's
consolidated financial statements. Refer to ASC 280-10-50-28.
Form 8-K Filed November 19, 2020
Exhibit 99.1, page 11
4. We note the Acquisition revenue adjustments included in your
various non-GAAP
measures. Please tell us in more detail about the nature of the
deferred revenue that was
written down to fair value. Considering your deferred revenue was
adjusted to fair value
at the time of acquisition pursuant to GAAP, please tell us how you
considered whether
your various non-GAAP measures that include this adjustment are
substituting an
individually tailored recognition and measurement method for a GAAP
measure. Refer to
Question 100.04 of the Non-GAAP Compliance and Disclosure
Interpretations and Rule
100(b) of Regulation G.
Exhibit 99.2, page 1
5. Reference is made to your non-GAAP measures throughout the
presentation. Please
present the most directly comparable financial measures calculated and
presented in
accordance with GAAP. Refer to Rule 100(a)(1) of Regulation G.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Tony Watson at (202) 551-3318 or Adam Phippen at (202)
551-
3336 with any questions.
FirstName LastNameClay Whitson Sincerely,
Comapany Namei3 Verticals, Inc.
Division of
Corporation Finance
March 29, 2021 Page 2 Office of Trade &
Services
FirstName LastName