0001728688-21-000086 | 10-K | XBRL Viewer

$ 224,124

$ 150,134

$ 376,307

Operating expenses

^[1]

242,867

Selling general and administrative

57,706

47,230

44,237

134,872

78,323

62,860

Depreciation and amortization

24,418

18,217

16,564

Change in fair value of contingent consideration

7,140

(1,409)

3,389

Total operating expenses

224,136

142,361

369,917

(Loss) income from operations

(12)

7,773

6,390

Other expenses

Interest expense, net

9,799

8,926

6,004

Other (income) expense

(2,595)

2,621

Total other expenses

7,204

11,547

6,004

(Loss) income before income taxes

(7,216)

(3,774)

386

Provision for (benefit from) income taxes

623

(2,795)

(177)

Net (loss) income

(7,839)

(979)

563

Net (loss) income attributable to non-controlling interest

(3,382)

(560)

3,608

Net loss attributable to i3 Verticals, Inc.

$ (4,457)

$ (419)

$ (3,045)

Net loss per share attributable to Class A common stockholders:

Basic (in USD per share)

$ (0.21)

$ (0.03)

$ (0.29)

Diluted (in USD per share)

$ (0.22)

$ (0.03)

$ (0.29)

Weighted average shares of Class A common stock outstanding:

Basic (shares)

20,994,598

14,833,378

10,490,981

Diluted (shares)

31,714,191

27,429,801

10,490,981

[1]

Effective October 1, 2019, the Company's revenues are presented net of interchange and network fees in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. See Note 2 to our consolidated financial statements for a description of the recently adopted accounting pronouncement.

Consolidated Statement of Changes in Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-In Capital	Retained Earnings (Deficit)	Retained Earnings (Deficit) Cumulative Effect, Period of Adoption, Adjustment	Non-Controlling Interest	Non-Controlling Interest Cumulative Effect, Period of Adoption, Adjustment
Common Stock, Shares, Outstanding, beginning (in shares) at Sep. 30, 2018					9,112,042	17,213,806
Stockholders' Equity, beginning at Sep. 30, 2018	$ 112,198				$ 1	$ 2	$ 38,562	$ 736		$ 72,897
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	6,124						6,124
Forfeitures of restricted Class A common stock (shares)					(36,113)
Net (loss) income	(3,045)		$ (3,045)					(3,045)
Net (loss) income attributable to non-controlling interest	(3,608)		(3,608)							3,608
Net (loss) income	563		563
Distributions to non-controlling interest holders	(2,060)									(2,060)
Redemption of common units in i3 Verticals, LLC (shares)					4,292,169	(4,292,169)
Redemption of common units in i3 Verticals, LLC	(1)					$ (1)	12,077			(12,077)
Sale of Class A common stock in public offering, net (shares)					1,000,000
Sale of Class A common stock in public offering, net	21,660						21,660
Capitalization of public offering costs	(899)						(899)
Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	3,959						3,959
Issuance of restricted Class A common stock under Equity Plan (shares)					8,799
Issuance of restricted Class A common stock under Equity Plan	225						225
Exercise of equity-based awards (shares)					67,218
Exercise of equity-based awards	672						672
Common Stock, Shares, Outstanding, ending (in shares) at Sep. 30, 2019					14,444,115	12,921,637
Stockholders' Equity, ending at Sep. 30, 2019	142,441	$ 1,345			$ 1	$ 1	82,380	(2,309)	$ 705	62,368	$ 640
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adjustment related to prior periods	0						(2,730)			2,730
Equity-based compensation	10,452						10,452
Net (loss) income	(419)		(419)					(419)
Net (loss) income attributable to non-controlling interest	560		560							(560)
Net (loss) income	(979)		$ (979)
Distributions to non-controlling interest holders	(3)									(3)
Redemption of common units in i3 Verticals, LLC (shares)					1,021,016	(1,021,016)
Redemption of common units in i3 Verticals, LLC	0						5,080			(5,080)
Sale of Class A common stock in public offering, net (shares)					3,250,000
Sale of Class A common stock in public offering, net	72,557				$ 1		72,556
Capitalization of public offering costs	(697)						(697)
Deferred tax asset adjustment	(941)						(941)
Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	896						896
Exercise of equity-based awards (shares)					149,012
Exercise of equity-based awards	254						254
Allocation of equity to non-controlling interests	0						(24,495)			24,495
Equity component of exchangeable notes, net of issuance costs and deferred taxes	27,578						27,578
Purchases of exchangeable note hedges	(28,676)						(28,676)
Issuance of warrants	14,669						14,669
Repurchases of exchangeable notes	1,272						1,272
Common Stock, Shares, Outstanding, ending (in shares) at Sep. 30, 2020			18,864,143	11,900,621	18,864,143	11,900,621
Stockholders' Equity, ending at Sep. 30, 2020	240,168				$ 2	$ 1	157,598	(2,023)		84,590
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	20,860						20,860
Net (loss) income	(4,457)		$ (4,457)					(4,457)
Net (loss) income attributable to non-controlling interest	3,382		3,382							(3,382)
Net (loss) income	(7,839)		$ (7,839)
Distributions to non-controlling interest holders	0
Redemption of common units in i3 Verticals, LLC (shares)					1,671,479	(1,671,479)
Redemption of common units in i3 Verticals, LLC	0						11,714			(11,714)
Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	$ 269						269
Exercise of equity-based awards (shares)	548,277				287,562
Exercise of equity-based awards	$ 888						888
Allocation of equity to non-controlling interests	0						(15,337)			15,337
Issuance of Class A common stock under the 2020 Inducement Plan (in shares)					1,202,914
Issuance of Class A common stock under the 2020 Inducement Plan	35,245						35,245
Common Stock, Shares, Outstanding, ending (in shares) at Sep. 30, 2021			22,026,098	10,229,142	22,026,098	10,229,142
Stockholders' Equity, ending at Sep. 30, 2021	$ 289,591				$ 2	$ 1	$ 211,237	$ (6,480)		$ 84,831

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019
Cash flows from operating activities:
Net (loss) income	$ (7,839)	$ (979)	$ 563
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	24,418	18,217	16,564
Equity-based compensation	20,860	10,452	6,124
Provision for doubtful accounts	22	177	30
Amortization of debt discount and issuance costs	5,450	3,703	721
Debt issuance cost write offs	0	141	152
Loss on repurchase of exchangeable notes		2,297	0
Amortization of capitalized client acquisition costs	533	398	0
Loss on disposal of assets	0	1	8
Net gain on sale of investments	(2,100)	0	0
Benefit from deferred income taxes	(287)	(3,207)	(586)
Non-cash lease expense	3,204
Increase (decrease) in non-cash contingent consideration expense from original estimate	7,140	(1,409)	3,389
Changes in operating assets:
Accounts receivable	(10,938)	(1,028)	2,430
Prepaid expenses and other current assets	(1,564)	(984)	(817)
Other assets	(4,054)	(1,544)	(2,769)
Changes in operating liabilities:
Accounts payable	3,883	239	(1,768)
Accrued expenses and other current liabilities	10,453	1,575	1,572
Deferred revenue	5,150	617	2,588
Operating lease liabilities	(3,139)
Other long-term liabilities	(782)	93	(44)
Contingent consideration paid in excess of original estimates	(3,636)	(5,039)	(1,560)
Net cash provided by operating activities	46,774	23,720	26,597
Cash flows from investing activities:
Expenditures for property and equipment	(1,938)	(2,911)	(807)
Expenditures for capitalized software	(6,159)	(2,893)	(2,227)
Purchases of merchant portfolios and residual buyouts	(1,819)	(1,788)	(3,586)
Acquisitions of businesses, net of cash acquired	(149,495)	(27,689)	(137,036)
Acquisition of other intangibles	(104)	(150)	(72)
Proceeds from sale of investments	3,200	0	0
Net cash used in investing activities	(156,315)	(35,431)	(143,728)
Cash flows from financing activities:
Proceeds from revolving credit facility	302,816	172,123	188,491
Payments of revolving credit facility	(198,421)	(313,267)	(51,867)
Proceeds from borrowings on exchangeable notes	0	138,000	0
Payments for purchase of exchangeable senior note hedges	0	(28,676)	0
Proceeds from issuance of warrants	0	14,669	0
Payments for repurchase of exchangeable notes	0	(17,414)	0
Payments of notes payable to banks	0	0	(35,000)
Payments of debt issuance costs	0	(5,300)	(168)
Proceeds from issuance of Class A common stock sold in public offering, net of underwriting discounts and offering costs	0	82,901	111,687
Payments for Common Units in i3 Verticals, LLC from selling unitholders	0	(10,883)	(90,027)
Payments of equity issuance costs	(253)	0	0
Cash paid for contingent consideration	(2,886)	(3,492)	(2,634)
Payments for required distributions to members for tax obligations	0	(3)	(2,060)
Proceeds from stock option exercises	1,578	764	672
Payments for employee's tax withholdings from net settled stock option exercises	(731)	(310)	0
Net cash provided by financing activities	102,103	29,112	119,094
Net (decrease) increase in cash, cash equivalents, and restricted cash	(7,438)	17,401	1,963
Cash, cash equivalents, and restricted cash at beginning of period	20,601	3,200	1,237
Cash, cash equivalents, and restricted cash at end of period	13,163	20,601	3,200
Supplemental disclosure of cash flow information:
Cash paid for interest	4,428	5,250	4,911
Cash paid for income taxes	$ 287	$ 792	$ 1,420

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2018
Statement of Cash Flows [Abstract]
Cash and cash equivalents	$ 3,641	$ 15,568	$ 1,119	$ 572
Restricted cash	9,522	5,033	2,081	665
Total cash, cash equivalents, and restricted cash	$ 13,163	$ 20,601	$ 3,200	$ 1,237

Organization and Operations	12 Months Ended
Organization and Operations	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Operations	ORGANIZATION AND OPERATIONS i3 Verticals, Inc. (the “Company”) was formed as a Delaware corporation on January 17, 2018. The Company was formed for the purpose of completing an initial public offering (“IPO”) of its Class A common stock and other related transactions in order to carry on the business of i3 Verticals, LLC and its subsidiaries. i3 Verticals, LLC was founded in 2012 and delivers seamlessly integrated payment and software solutions to small- and medium-sized businesses (“SMBs”) and organizations in strategic vertical markets. The Company’s headquarters are in Nashville, Tennessee, with operations throughout the United States. Unless the context otherwise requires, references to “we,” “us,” “our,” “i3 Verticals” and the “Company” refer to i3 Verticals, Inc. and its subsidiaries, including i3 Verticals, LLC. Initial Public Offering On June 25, 2018, the Company completed the IPO of 7,647,500 shares of its Class A common stock at a public offering price of $13.00 per share. The Company received approximately $92,500 of net proceeds, after deducting underwriting discounts and commissions, which the Company used to purchase newly issued common units from i3 Verticals, LLC (the “Common Units”), and Common Units from a selling Common Unit holder, in each case at a price per Common Unit equal to the price per share paid by the underwriters for shares of the Company's Class A common stock in the IPO. Reorganization Transactions In connection with the IPO, the Company completed the following transactions (the “Reorganization Transactions”): •i3 Verticals, LLC amended and restated its existing limited liability company agreement to, among other things, (1) convert all existing Class A units, common units (including common units issued upon the exercise of existing warrants) and Class P units of ownership interest in i3 Verticals, LLC into either Class A voting common units of i3 Verticals, LLC (such holders of Class A voting common units referred to herein as the “Continuing Equity Owners”) or Class B non-voting common units of i3 Verticals, LLC (such holders of Class B non-voting common units referred to herein as the “Former Equity Owners”), and (2) appoint i3 Verticals, Inc. as the sole managing member of i3 Verticals, LLC upon its acquisition of Common Units in connection with the IPO; •the Company amended and restated its certificate of incorporation to provide for, among other things, Class A common stock and Class B common stock; •i3 Verticals, LLC and the Company consummated a merger among i3 Verticals, LLC, i3 Verticals, Inc. and a newly formed wholly-owned subsidiary of i3 Verticals, Inc. (“MergerSub”) whereby: (1) MergerSub merged with and into i3 Verticals, LLC, with i3 Verticals, LLC as the surviving entity; (2) Class A voting common units converted into newly issued Common Units in i3 Verticals, LLC together with an equal number of shares of Class B common stock of i3 Verticals, Inc., and (3) Class B non-voting common units converted into Class A common stock of i3 Verticals, Inc. based on a conversion ratio that provided an equitable adjustment to reflect the full value of the Class B non-voting common units; and •the Company issued shares of its Class A common stock pursuant to a voluntary private conversion of certain subordinated notes (the “Junior Subordinated Notes”) by certain related and unrelated creditors of i3 Verticals, LLC. Following the completion of the IPO and Reorganization Transactions, the Company became a holding company and its principal asset is the Common Units in i3 Verticals, LLC that it owns. i3 Verticals, Inc. operates and controls all of i3 Verticals, LLC's operations and, through i3 Verticals, LLC and its subsidiaries, conducts i3 Verticals, LLC's business. i3 Verticals, Inc. has a majority economic interest in i3 Verticals, LLC. Public Offerings On June 10, 2019, the Company completed a secondary public offering (the “June 2019 Secondary Public Offering”) of 5,165,527 shares of its Class A common stock, at a public offering price of $22.75 per share, which included a full exercise of the underwriters' option to purchase 673,764 additional shares of Class A Common Stock from the Company. The Company received approximately $111,640 of net proceeds, after deducting underwriting discounts and commissions, but before offering expenses. The Company used the net proceeds to purchase (1) 1,000,000 Common Units directly from i3 Verticals, LLC, and (2) 4,165,527 Common Units (including 673,764 Common Units due to the exercise of the underwriters' option to purchase additional shares in full) and an equivalent number of Class B common stock (which shares were then canceled) from certain Continuing Equity Owners, in each case at a price per Common Unit equal to the price per share paid by the underwriters for shares of the Company's Class A common stock in the offering. i3 Verticals, LLC received $20,870 in net proceeds from the sale of Common Units to the Company, which it used to repay outstanding indebtedness. On September 15, 2020, the Company completed a primary public offering (the “September 2020 Public Offering”) of 3,737,500 shares of its Class A common stock, at a public offering price of $23.50 per share, which included a full exercise of the underwriters' option to purchase 487,500 additional shares of Class A Common Stock from the Company. The Company received approximately $83,400 of net proceeds, after deducting underwriting discounts and commissions, but before offering expenses. The Company used the net proceeds to purchase (1) 3,250,000 Common Units directly from i3 Verticals, LLC, and (2) 487,500 Common Units pursuant to the exercise of the underwriters' option to purchase additional shares in full and an equivalent number of Class B common stock (which shares were then canceled) from certain Continuing Equity Owners, in each case at a price per Common Unit equal to the price per share paid by the underwriters for shares of the Company's Class A common stock in the offering. i3 Verticals, LLC received $72,018 in net proceeds from the sale of Common Units to the Company, which it used to repay outstanding indebtedness. i3 Verticals, Inc. is the sole managing member of i3 Verticals, LLC and as a result, consolidates the financial results of i3 Verticals, LLC and reports a non-controlling interest representing the Common Units of i3 Verticals, LLC held by the Continuing Equity Owners. As the Reorganization Transactions are considered transactions between entities under common control, the financial statements retroactively reflect the accounts of i3 Verticals, LLC for periods prior to the IPO and Reorganization Transactions. The Continuing Equity Owners who own Common Units in i3 Verticals, LLC may redeem at each of their options (subject in certain circumstances to time-based vesting requirements) their Common Units for, at the election of i3 Verticals, LLC, cash or newly-issued shares of the Company's Class A common stock. As of September 30, 2021, i3 Verticals, Inc. owned 68.3% of the economic interest in i3 Verticals, LLC. As of September 30, 2021, the Continuing Equity Owners owned Common Units in i3 Verticals, LLC representing approximately 31.7% of the economic interest in i3 Verticals, LLC, shares of Class A common stock in the Company representing approximately 0.6% of the economic interest and voting power in the Company, and shares of Class B common stock in i3 Verticals, Inc., representing approximately 31.7% of the voting power in the Company. Combining the Class A common stock and Class B common stock, the Continuing Equity Holders hold approximately 32.3% of the economic interest and voting power in i3 Verticals, Inc.

Summary of Significant Accounting Policies

12 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the reporting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”).

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its subsidiary companies. All significant intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers cash on hand, checking accounts, and savings accounts to be cash and cash equivalents. At times, the balance in these accounts may exceed federal insured limits. Cash equivalents are defined as financial instruments readily transferrable into cash with an original maturity less than 90 days.

Restricted Cash

Restricted cash represents funds held-on-deposit with processing banks pursuant to agreements to cover potential merchant losses. It is presented as long-term assets on the accompanying consolidated balance sheets since the related agreements extend beyond the next twelve months. Following the adoption of Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows: Restricted Cash (Topic 230), the Company includes restricted cash along with the cash and cash equivalents balance for presentation in the consolidated statements of cash flows.

Accounts Receivable and Credit Policies

Accounts receivable consist primarily of uncollateralized credit card processing residual payments due from processing banks requiring payment within thirty days following the end of each month. Accounts receivable also include amounts due from the sales of the Company’s technology solutions to its customers. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts, if necessary, which reflects management’s best estimate of the amounts that will not be collected. The allowance is estimated based on management’s knowledge of its customers, historical loss experience and existing economic conditions. Accounts receivable and the allowance are written-off when, in management’s opinion, all collection efforts have been exhausted. The Company’s allowance for doubtful accounts was $181 and $310 as of September 30, 2021 and 2020, respectively; however, actual write-offs may exceed estimated amounts.

Settlement Assets and Obligations

Settlement assets and obligations result when funds are temporarily held or owed by the Company on behalf of merchants, consumers, schools, and other institutions. Timing differences, interchange expense, merchant reserves and exceptional items cause differences between the amount received from the card networks and the amount funded to counterparties. These balances arising in the settlement process are reflected as settlement assets and obligations on the accompanying consolidated balance sheets. With the exception of merchant reserves, settlement assets or settlement obligations are generally collected and paid within one to four days. As of September 30, 2021, settlement assets and settlement obligations were both $4,768. As of September 30, 2020, the Company had no settlement assets or settlement obligations.

Inventories

Inventories consist of point-of-sale equipment to be sold to customers and are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Inventories were $2,220 and $1,309 at September 30, 2021 and 2020, respectively, and are included within prepaid expenses and other current assets on the accompanying consolidated balance sheets.

Property and Equipment

Property and equipment are stated at cost or, if acquired through a business combination or an asset acquisition, fair value at the date of acquisition. Depreciation and amortization are provided over the assets’ estimated useful lives (or, if obtained in connection with a business acquisition, over their estimated remaining useful lives) using the straight-line method, except for leasehold improvements, which are depreciated over the shorter of the estimated useful lives of the assets or the lease term.

Expenditures for maintenance and repairs are expensed when incurred. Expenditures for renewals or betterments are capitalized. Management reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company recognizes impairment when the sum of undiscounted estimated future cash flows expected to result from the use of the asset is less than the carrying value of the asset. There were no impairment charges during the years ended September 30, 2021, 2020 and 2019.

Capitalized Software

Development costs for software to be sold or leased to customers are capitalized once technological feasibility of the software product has been established. Costs incurred prior to establishing technological feasibility are expensed as incurred. Technological feasibility is established when the Company has completed a detailed program design and has determined that a product can be produced to meet its design specifications, including functions, features and technical performance requirements. Capitalization of costs ceases when the product is generally available to clients. Software development costs are amortized using the greater of the straight-line method or the usage method over its estimated useful life, which is generally estimated to be three years.

Software development costs may become impaired in situations where development efforts are abandoned due to the viability of a planned project becoming doubtful or due to technological obsolescence of a planned software product. Management evaluates the remaining useful lives and carrying values of capitalized software at least annually or when events and circumstances warrant such a review, to determine whether significant events or changes in circumstances indicate that impairment in value may have occurred. To the extent estimated net realizable values, which are estimated to equal future undiscounted cash flows, exceed the carrying value, no impairment is necessary. If estimated net realizable values are less than the carrying values, an impairment charge is recorded. Impairment charges during the years ended September 30, 2021, 2020 and 2019 were nominal.

Identifiable software technology intangible assets resulting from acquisitions are amortized using the straight-line method over periods not exceeding their remaining estimated useful lives. GAAP requires that intangible assets with estimated useful lives be amortized over their respective estimated useful lives to their residual values, and reviewed for impairment. Acquisition technology intangibles’ net book values are included in capitalized software, net in the accompanying consolidated balance sheets.

Notes Receivable

Notes receivable consist of loans made to unrelated entities. Notes receivable were $4,695 and $1,195 at September 30, 2021 and 2020, respectively, and are included within other assets on the accompanying consolidated balance sheets.

Acquisitions

Business acquisitions have been recorded using the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), and, accordingly, the purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair value as of the date of acquisition. Where relevant, the fair value of material contingent consideration included in an acquisition is calculated using a Monte Carlo simulation. The fair value of merchant relationships and non-compete assets acquired is identified using the Income Approach.

The fair value of trade names acquired is identified using the Relief from Royalty Method. The fair value of deferred revenue is identified using the Adjusted Fulfillment Cost Method. After the purchase price has been allocated, goodwill is recorded to the extent the total consideration paid for the acquisition, including the acquisition date fair value of contingent consideration, if any, exceeds the sum of the fair values of the separately identifiable acquired assets and assumed liabilities. Acquisition costs for business combinations are expensed when incurred and recorded in selling general and administrative expenses in the accompanying consolidated statements of operations.

Acquisitions not meeting the accounting criteria to be accounted for as a business combination are accounted for as an asset acquisition. An asset acquisition is recorded at its purchase price, inclusive of acquisition costs, which is allocated among the acquired assets and assumed liabilities based upon their relative fair values at the date of acquisition.

The operating results of an acquisition are included in the consolidated statements of operations from the date of such acquisition. Acquisitions completed during the year ended September 30, 2021 contributed $57,819 and $6,530 of revenue and net income, respectively, to the results in the Company's consolidated statements of operations for the year then ended.

Goodwill

In accordance with ASC 350, Intangibles—Goodwill and Other, the Company tests goodwill for impairment for each reporting unit on an annual basis in the fourth quarter, or when events or circumstances indicate the fair value of a reporting unit is below its carrying value.

The Company’s goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others, a significant decline in expected future cash flows, a significant adverse change in the business climate, and unforeseen competition. No goodwill impairment charges were recognized during the years ended September 30, 2021, 2020 and 2019.

The Company has the option of performing a qualitative assessment of impairment to determine whether any further quantitative testing for impairment is necessary. The option of whether or not to perform a qualitative assessment is made annually and may vary by reporting unit. Factors the Company considers in the qualitative assessment include general macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of the Company’s reporting units, events or changes affecting the composition or carrying amount of the net assets of its reporting units, sustained decrease in its share price, and other relevant entity specific events. If the Company determines not to perform the qualitative assessment or if it determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying value, then the Company performs a quantitative test for that reporting unit. The fair value of each reporting unit is compared to the reporting unit’s carrying value, including goodwill. Subsequent to the adoption on January 1, 2017 of ASU No. 2017-04, Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment, if the fair value of a reporting unit is less than its carrying value, the Company recognizes an impairment equal to the excess carrying value, not to exceed the total amount of goodwill allocated to that reporting unit.

For a discussion of the estimation methodology, the qualitative factors considered when performing a qualitative assessment and the significance of various inputs, please see the subheading below titled “Use of Estimates.”

The Company has determined that it has five reporting units as of the date of the most recent annual good impairment test. For each of the years ended September 30, 2021, 2020 and 2019 the Company performed a quantitative assessment for each of its reporting units. The Company determined that none of the reporting units were impaired.

Intangible Assets

Intangible assets include acquired merchant relationships, residual buyouts, referral agreements, trademarks, tradenames, website development costs and non-compete agreements. Merchant relationships represent the fair value of customer relationships purchased by the Company. Residual buyouts represent the right to not have to pay a residual to an independent sales agent related to certain future transactions with the agent’s referred merchants. Referral agreements represent the right to exclusively obtain referrals from a partner for their customers' credit card processing services.

The Company amortizes definite lived identifiable intangible assets using a method that reflects the pattern in which the economic benefits of the intangible asset are expected to be consumed or otherwise utilized. The estimated useful lives of the Company’s customer-related intangible assets approximate the expected distribution of cash flows, whether straight-line or accelerated, generated from each asset. The useful lives of contract-based intangible assets are equal to the terms of the agreement.

During the first quarter of fiscal year 2019, management determined it was appropriate to change the amortization rate of our merchant contract intangible assets to reflect the expected distribution of future cash flows. This change was applied prospectively beginning on October 1, 2018 and resulted in $1,290 in additional amortization expense recorded in the year ended September 30, 2019.

Management evaluates the remaining useful lives and carrying values of long-lived assets, including definite lived intangible assets, at least annually, or when events and circumstances warrant such a review, to determine whether significant events or changes in circumstances indicate that a change in the useful life or impairment in value may have occurred. There were no impairment charges during the years ended September 30, 2021, 2020 and 2019.

Income Taxes

i3 Verticals, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from i3 Verticals, LLC based on i3 Verticals, Inc.'s economic interest in i3 Verticals, LLC. i3 Verticals, LLC's members, including the Company, are liable for federal, state and local income taxes based on their share of i3 Verticals, LLC's pass-through taxable income. i3 Verticals, LLC is not a taxable entity for federal income tax purposes, but is subject to and reports entity level tax in both Tennessee and Texas. In addition, certain subsidiaries of i3 Verticals, LLC are corporations that are subject to state and federal income taxes.

The amount provided for state income taxes is based upon the amounts of current and deferred taxes payable or refundable at the date of the consolidated financial statements as a result of all events recognized in the financial statements as measured by the provisions of enacted tax laws.

Under GAAP, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company reports a liability for unrecognized tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as part of income tax expense. See additional discussion in Note 11.

Valuation of Contingent Consideration

On occasion, the Company may have acquisitions which include contingent consideration. Accounting for business combinations requires the Company to estimate the fair value of any contingent purchase consideration at the acquisition date. For a discussion of the estimate methodology and the significance of various inputs, please see the subheading below titled “Use of Estimates.” Changes in estimates regarding the fair value contingent purchase consideration are reflected as adjustments to the related liability and recognized within operating expenses in the consolidated statements of operations. Short and long-term contingent liabilities are

presented within accrued expenses and other current liabilities and other long-term liabilities on the Company's consolidated balance sheets, respectively.

Classification of Financial Instruments

The Company classifies certain financial instruments issued as either equity or as liabilities. Determination of classification is based upon the underlying properties of the instrument. See specific discussion regarding the nature of instruments issued, the presentation on the consolidated financial statements and the related valuation method applied in Notes 10, 13, and 14.

Revenue Recognition and Deferred Revenue

For the years ended September 30, 2021 and 2020, revenue is recognized as each performance obligation is satisfied, in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company accrues for rights of refund, processing errors or penalties, or other related allowances based on historical experience. The Company utilized the portfolio approach practical expedient within ASC 606-10-10-4 Revenue from Contracts with Customers—Objectives and the significant financing component practical expedient within ASC 606-10-32-18 Revenue from Contracts with Customers—The Existence of a Significant Financing Component in the Contract in performing the analysis. The Company adopted ASC 606 on October 1, 2019, using the modified retrospective method and applying the standard to all contracts not completed on the date of adoption. Results for the reporting period beginning October 1, 2019 are presented under ASC 606, while prior period amounts continue to be reported in accordance with the Company's historic accounting practices under previous guidance.

The majority of the Company's revenue for the years ended September 30, 2021, 2020 and 2019 is derived from volume-based payment processing fees (“discount fees”) and other related fixed transaction or service fees. The remainder is comprised of sales of software licensing subscriptions, ongoing support, and other POS-related solutions the Company provides to its clients directly and through its processing bank relationships.

Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed or a specified per transaction amount, depending on the card type. The Company frequently enters into agreements with clients under which the client engages the Company to provide both payment authorization services and transaction settlement services for all of the cardholder transactions of the client, regardless of which issuing bank and card network to which the transaction relates. The Company’s core performance obligations are to stand ready to provide continuous access to the Company’s payment authorization services and transaction settlement services in order to be able to process as many transactions as its clients require on a daily basis over the contract term. These services are stand ready obligations, as the timing and quantity of transactions to be processed is not determinable. Under a stand-ready obligation, the Company’s performance obligation is defined by each time increment rather than by the underlying activities satisfied over time based on days elapsed. Because the service of standing ready is substantially the same each day and has the same pattern of transfer to the client, the Company has determined that its stand-ready performance obligation comprises a series of distinct days of service. Discount fees are recognized each day based on the volume or transaction count at the time the merchants’ transactions are processed.

The Company follows the requirements of ASC 606-10-55 Revenue from Contracts with Customers—Principal versus Agent Considerations, which states that the determination of whether a company should recognize revenue based on the gross amount billed to a client or the net amount retained is a matter of judgment that depends on the facts and circumstances of the arrangement. The determination of gross versus net recognition of revenue requires judgment that depends on whether the Company controls the good or service before it is transferred to the merchant or whether the Company is acting as an agent of a third party. The assessment is provided separately for each performance obligation identified. Under its agreements, the Company incurs interchange and network pass-through charges from the third-party card issuers and card networks, respectively, related to the provision of payment authorization services. The Company has determined that it is acting as an agent with respect to these payment authorization services, based on the following factors: (1) the Company has no discretion over which card issuing bank will be used to process a transaction and is unable to direct the activity of the merchant to another card issuing bank, and (2) interchange and card network rates are pre-established by the card issuers or card networks, and the Company has no latitude in determining these fees. Therefore, revenue allocated to the payment authorization performance obligation is presented net of interchange and card network fees paid to the card issuing banks and card networks, respectively, for the years ended September 30, 2021 and 2020, subsequent to the adoption of ASC 606.

With regards to the Company's discount fees, generally, where the Company has control over merchant pricing, merchant portability, credit risk and ultimate responsibility for the merchant relationship, revenues are reported at the time of sale equal to the full amount of the discount charged to the merchant, less interchange and network fees. Revenues generated from merchant portfolios where the Company does not have control over merchant pricing, liability for merchant losses or credit risk or rights of portability are reported net of interchange and network fees as well as third-party processing costs directly attributable to processing and bank sponsorship costs.

Revenues are also derived from a variety of fixed transaction or service fees, including authorization fees, convenience fees, statement fees, annual fees, gateway fees, which are charged for accessing our payment and software solutions, and fees for other miscellaneous services, such as handling chargebacks. Revenues derived from service fees are recognized at the time the services are performed and there are no further performance obligations. Revenue from fixed transactions, which principally relates to the sale of equipment, is recognized upon transfer of ownership and delivery to the client, after which there are no further performance obligations.

Revenues from sales of the Company’s software are recognized when the related performance obligations are satisfied. Sales of software licenses are categorized into one of two categories of intellectual property in accordance with ASC 606, functional or symbolic. The key distinction is whether the license represents a right to use (functional) or a right to access (symbolic) intellectual property. The Company generates sales of one-time software licenses, which is functional intellectual property. Revenue from functional intellectual property is recognized at a point in time, when delivered to the client. The Company also offers access to its software under software-as-a-service (“SaaS”) arrangements, which represent services arrangements. Revenue from SaaS arrangements is recognized over time, over the term of the agreement.

Arrangements may contain multiple performance obligations, such as payment authorization services, transaction settlement services, hardware, software products, maintenance, and professional installation and training services. Revenues are allocated to each performance obligation based on the standalone selling price of each good or service. The selling price for a deliverable is based on standalone selling price, if available, the adjusted market assessment approach, estimated cost plus margin approach, or residual approach. The Company establishes estimated selling price, based on the judgment of the Company's management, considering internal factors such as margin objectives, pricing practices and controls, client segment pricing strategies and the product life cycle. In arrangements with multiple performance obligations, the Company determines allocation of the transaction price at inception of the arrangement and uses the standalone selling prices for the majority of the Company's revenue recognition.

Revenues from sales of the Company’s combined hardware and software element are recognized when each performance obligation has been satisfied which has been determined to be upon the delivery of the product. Revenues derived from service fees are recognized at the time the services are performed and there are no further performance obligations. The Company’s professional services, including training, installation, and repair services are recognized as revenue as these services are performed.

The table below presents a disaggregation of the Company's revenue from contracts with clients by product by segment. Refer to Note 17 for discussion of the Company's segments. The Company's products are defined as follows:

•Payments — Includes discount fees, gateway fees and other related fixed transaction or service fees.

•Software and related services — Includes sales of software licenses, software as a service, ongoing software maintenance and support, and other professional services related to our software offerings

•Other — Includes sales of equipment, non-software related professional services and other revenues.


	For the year ended September 30, 2021
	Merchant Services		Proprietary Software and Payments		Other		Total
Payments revenue	$	92,325	$	29,451	$	(2,095)	$	119,681
Software and related services revenue	11,872		75,736		(18)		87,590
Other revenue	7,673		9,246		(66)		16,853
Total revenue	$	111,870	$	114,433	$	(2,179)	$	224,124


	For the year ended September 30, 2020
	Merchant Services		Proprietary Software and Payments		Other		Total
Payments revenue	$	82,913	$	19,359	$	(1,757)	$	100,515
Software and related services revenue	10,203		26,634		—		36,837
Other revenue	7,833		4,960		(11)		12,782
Total revenue	$	100,949	$	50,953	$	(1,768)	$	150,134

The table below presents a disaggregation of the Company's revenue from contracts with clients by timing of transfer of goods or services by segment. The Company's revenue included in each category are defined as follows:

•Revenue transferred over time — Includes discount fees, gateway fees, sales of SaaS and ongoing support contract revenue.

•Revenue transferred at a point in time — Includes fixed service fees, software licenses sold as functional intellectual property, professional services and other equipment.


	For the year ended September 30, 2021
	Merchant Services		Proprietary Software and Payments		Other		Total
Revenue earned over time	$	83,203	$	76,367	$	(2,003)	$	157,567
Revenue earned at a point in time	28,667		38,066		(176)		66,557
Total revenue	$	111,870	$	114,433	$	(2,179)	$	224,124


	For the year ended September 30, 2020
	Merchant Services		Proprietary Software and Payments		Other		Total
Revenue earned over time	$	72,800	$	35,222	$	(1,743)	$	106,279
Revenue earned at a point in time	28,149		15,731		(25)		43,855
Total revenue	$	100,949	$	50,953	$	(1,768)	$	150,134

Contract Assets

The Company bills for fixed fee professional services once the Company achieves pre-determined milestones in the contract. Therefore, the Company may have contract assets other than trade accounts receivable for performance obligations that are partially completed, which would typically represent consulting services provided before a milestone is completed in a contract. For the Company’s time and materials professional services contracts and transaction processing services, the Company periodically bills the customer after services have been provided but has the right to invoice the customer for services performed to date at any time. Unbilled amounts associated with these services are presented as accounts receivable as the Company has an unconditional right to payment for services performed.

As of September 30, 2021 and September 30, 2020, the Company’s contract assets from contracts with customers was $1,505 and $0, respectively

Contract Liabilities

Deferred revenue represents amounts billed to clients by the Company for services contracts. Payment is typically collected at the start of the contract term. The initial prepaid contract agreement balance is deferred. The balance is then recognized as the services are provided over the contract term. Deferred revenue that is expected to be recognized as revenue within one year is recorded as short-term deferred revenue and the remaining portion is recorded as other long-term liabilities in the consolidated balance sheets. The terms for most of the Company's contracts with a deferred revenue component are one year. Substantially all of the Company's deferred revenue is anticipated to be recognized within the next year.

The following table presents the changes in deferred revenue as of and for the year ended September 30, 2021:


Balance at September 30, 2019	$	10,237
Deferral of revenue	22,963
Recognition of unearned revenue	(22,146)
Balance at September 30, 2020	$	11,054
Deferral of revenue	29,966
Recognition of unearned revenue	(10,996)
Balance at September 30, 2021	$	30,024

Costs to Obtain and Fulfill a Contract

The Company capitalizes incremental costs to obtain new contracts and contract renewals and amortizes these costs on a straight-line basis as an expense over the benefit period, which is generally the contract term, unless a commensurate payment is not expected at renewal. As of September 30, 2021, the Company had $3,851 of capitalized contract costs, compared to $3,140 of capitalized contract costs as of September 30, 2020. The contract costs relate to commissions paid to obtain new sales, included within “Prepaid expenses and other current assets” and “Other assets" on the consolidated balance sheets. The Company recorded commissions expense related to these costs for the years ended September 30, 2021 and 2020 of $533 and $398, respectively.

The Company expenses sales commissions as incurred for the Company's sales commission plans that are paid on recurring monthly revenues, portfolios of existing clients, or have a substantive stay requirement prior to payment.

Interchange and Network Fees

Interchange and network fees consist primarily of fees that are directly related to discount fee revenue. These include interchange fees paid to issuers and assessment fees payable to card associations, which are a percentage of the processing volume the Company generates from Visa and Mastercard, as well as fees charged by card-issuing banks. Interchange and network fees are recognized at the time the merchant's transactions are processed. As noted above, after adoption of ASC 606 on October 1, 2019, these fees are presented net in discount fee revenue because the Company is acting as an agent in the provision of payment authorization services.

Other Cost of Services

Other costs of services include third-party processing costs directly attributable to processing and bank sponsorship costs, which may not be based on a percentage of volume. These costs also include related costs such as residual payments to sales groups, which are based on a percentage of the net revenues generated from merchant referrals. In certain merchant processing bank relationships the Company is liable for chargebacks against a merchant equal to the volume of the transaction. Losses resulting from chargebacks against a merchant are included in other cost of services on the accompanying condensed consolidated statement of operations. The Company evaluates its risk for such transactions and estimates its potential loss from chargebacks based primarily on historical experience and other relevant factors. The reserve for merchant losses is included within accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheets. The cost of equipment sold is also included in other cost of services. Other costs of services are recognized at the time the associated revenue is earned.

The Company accounts for all governmental taxes associated with revenue transactions on a net basis.

Selling General and Administrative

Selling general and administrative include all personnel costs such as salaries, benefits, bonuses, stock based compensation and commissions, as well as marketing and advertising costs, contractor services, legal and other professional services fees, software and technological services, rental expenses and other general expenses.

Advertising and promotion costs are expensed as incurred. Advertising expense was $2,623, $1,813 and $1,443 for the years ended September 30, 2021, 2020 and 2019, respectively, and is included in selling, general and administrative expenses in the Consolidated Statements of Operations.

Equity-based Compensation

The Company accounts for grants of equity awards to employees in accordance with ASC 718, Compensation—Stock Compensation. This standard requires compensation expense to be measured based on

the estimated fair value of the share-based awards on the date of grant and recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.

Equity-based compensation was $20,860, $10,452 and $6,124 for the years ended September 30, 2021, 2020 and 2019, respectively.

Use of Estimates

The preparation of consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, the value of purchase consideration paid and identifiable assets acquired and assumed in acquisitions, goodwill and intangible asset impairment review, revenue recognition for contracts with multiple performance obligations, loss reserves, assumptions used in the calculation of equity-based compensation and in the calculation of income taxes, and certain tax assets and liabilities as well as the related valuation allowances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.

During the year ended September 30, 2020, the Company recorded a $2,668 reduction in the valuation allowance on the deferred tax asset related to the Company’s investment in partnership and a corresponding reduction in the Company's income tax expense for the year ended September 30, 2020. Management determined an additional portion of the deferred tax asset will be more likely than not realized based off an evaluation of the four sources of taxable income. See Note 11 for a discussion of the current period changes in valuation allowances.

During the year ended September 30, 2020, the Company elected to make a policy change to allocate stock compensation expense to the holders of shares of Class B common stock of i3 Verticals, Inc. This change resulted in a $235 reduction in the benefit from income taxes and a corresponding reduction in the Company's net loss, a $3,728 increase to the net loss attributable to non-controlling interest and a $3,493 decrease to the net loss attributable to i3 Verticals, Inc. for the year ended September 30, 2020.

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The FASB issued updates and clarifications to ASU 2014-09, including ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Gross versus Net) issued in March 2016, ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing issued in April 2016 and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients issued in May 2016. ASU 2014-09 supersedes the revenue recognition requirements in ASC 605. The new standard provides a five-step analysis of transactions to determine when and how revenue is recognized, based upon the core principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also requires additional disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard, as amended, became effective for the Company on October 1, 2019. The amendment allows companies to use either a full retrospective or a modified retrospective approach, through a cumulative adjustment, to adopt this ASU No. 2014-09.

The new standard changed the timing of certain revenue and expenses to be recognized under various arrangement types. More judgment and estimates are required when applying the requirements of the new standard than were required under prior GAAP, such as estimating the amount of variable consideration to include in transaction price and estimating expected periods of benefit for certain costs. Through management's review of

individual contracts and historical revenue recognition patterns in comparison to the provisions under ASU 2014-09, the Company determined the timing of revenue to be recognized under ASU 2014-09 for each of the Company’s revenue categories, including discount fees, software licensing subscriptions, ongoing support, and other POS-related solutions, is similar to the timing of revenue recognized under the historical guidance under ASC 605. The Company will evaluate, on an ongoing basis, costs to obtain contracts with clients, as well as certain implementation and set-up costs, and, in some cases, may be required to amortize these costs over longer periods than they were historically amortized. Finally, the new standard required additional disclosures regarding revenues and related capitalized contract costs, if any.

The Company adopted the new revenue standard using a modified retrospective basis on October 1, 2019. The Company has recorded a $1,345 cumulative increase to equity, including a $705 cumulative increase to accumulated earnings and a $640 cumulative increase to non-controlling interest, as a result of the adoption, due to capitalized costs to obtain contracts with clients being amortized over the expected life of the client rather than the life of the specific contract.

The Company determined that the most significant ongoing impact of adopting the new revenue standard was driven by changes in principal versus agent considerations, with the majority of the change overall in total net revenue attributable to reflecting the Company's payment authorization services net of related interchange and network fees prospectively. The Company's interchange and network fees of $242,867 were classified in “Operating Expenses” on the consolidated statement of operations for the year ended September 30, 2019. The Company's interchange and network fees of $244,097 were included as a reduction to revenue on the consolidated statement of operations for the year ended September 30, 2020. Under the modified retrospective basis, the Company has not restated its comparative consolidated financial statements for these effects. The adoption of the new revenue standard did not have a material impact on net income.

In February 2016, the FASB issued ASC 842 with amendments in 2018 and 2019. ASC 842 aims to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements.

The amendments to ASC 842 are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. In November 2019, the FASB issued ASU No. 2019-10, which extends the effective date for adoption of ASC 842 for certain entities. In June 2020, the FASB issued ASU No. 2020-05, which further extends the effective date for adoption of ASC 842 for certain entities. As a result of the provisions in ASU No. 2020-05, and as the Company is an emerging growth company and has elected to use the extended transition period of such companies, the Company was not required to adopt ASC 842 until October 1, 2022. The Company elected to early adopt ASC 842 on October 1, 2020, using the optional modified retrospective transition method, under which the prior period financial statements were not restated for the new guidance.

The Company elected to apply the package of practical expedients whereby the Company did not reassess whether expired or existing leases contain a lease, did not reassess the lease classification for any expired or existing leases, and did not reassess initial direct costs for any existing leases. The Company further elected to account for lease and nonlease components in a lease arrangement as a combined lease component for all classes of leased assets. The Company also elected to apply the short-term lease exception practical expedient.

The adoption of ASC 842 resulted in the recognition of the right-of-use assets of $9,093 and the lease liabilities of $9,760 as of October 1, 2020. The adoption of ASC 842 also resulted in a reduction in existing prepaid expenses and other current assets of $202 and in accrued expenses and other current liabilities and other long-term liabilities of $869 as of October 1, 2020. Lease liabilities are measured as the present value of remaining lease payments, utilizing the Company’s incremental borrowing rate based on the remaining lease term as of the adoption date. The right-of-use assets are measured at an amount equal to the lease liabilities adjusted by the amounts of certain assets and liabilities, such as deferred lease obligations and prepaid rent, that were previously

recognized on the balance sheet prior to the initial application of ASC 842. Refer to Note 12 for further information.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820). The amendments in ASU No. 2018-13 provide clarification and modify the disclosure requirements on fair value measurement in Topic 820, Fair Value Measurement. The amendments in this ASU No. 2018-13 are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. As a public business entity, the Company is an emerging growth company and has elected to use the extended transition period provided for such companies. As a result, the Company was not required to adopt this ASU No. 2018-13 until October 1, 2021. The Company elected to early adopt ASU No. 2018-13 on September 30, 2021, and the adoption did not have a material impact on its disclosures.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in ASU No. 2021-08 address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. The amendments in ASU No. 2021-08 require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. Upon adoption, an acquirer should account for the related revenue contracts of the acquiree as if it has originated the contracts.

For public business entities, the amendments in ASU No. 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in ASU No. 2021-08 should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted. An entity that early adopts should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company has early adopted ASU No. 2021-08 effective October 1, 2020.

The adoption of ASU 2021-08 resulted in adjustments to the fair values assigned to goodwill and deferred revenue assumed as of the acquisition dates of acquisitions occurring during the year ended September 30, 2021, and an increase in revenue for the year ended September 30, 2021 due to recognition of revenue earned during the period for deferred revenue contracts acquired in business combinations. The following tables present the material impacts of adopting ASU 2021-08 on the Company's consolidated balance sheets as of September 30, 2021:


	As of September 30, 2021
	Excluding impacts of adoption of ASU 2021-08		Adjustment		Presentation with adoption of ASU 2021-08
Assets
Goodwill	$	287,448	$	4,795	$	292,243
Deferred tax asset	$	50,619	$	(627)	$	49,992
Liabilities and equity
Liabilities
Current liabilities
Accrued expenses and other current liabilities	$	50,779	$	36	$	50,815
Deferred revenue	$	29,567	$	295	$	29,862
Long-term tax receivable agreement obligations	$	39,131	$	(9)	$	39,122
Stockholders' equity
Additional paid-in-capital	$	211,044	$	193	$	211,237
Accumulated deficit	$	(8,813)	$	2,333	$	(6,480)
Non-controlling interest	$	83,511	$	1,320	$	84,831

The following tables present the material impacts of adoption of ASU 2021-08 on the Company's consolidated statements of operations for the year ended September 30, 2021:


	Year ended September 30, 2021
	Excluding impacts of adoption of ASU 2021-08		Adjustment		Presentation with adoption of ASU 2021-08
Revenue	$	219,624	$	4,500	$	224,124
Provision for income taxes	$	71	$	552	$	623
Net loss	$	(11,787)	$	3,948	$	(7,839)
Net loss attributable to non-controlling interest	$	(4,997)	$	1,615	$	(3,382)
Net loss attributable to i3 Verticals, Inc.	$	(6,790)	$	2,333	$	(4,457)

Net loss per share attributable to Class A common stockholders:
Basic	$	(0.32)	$	0.11	$	(0.21)
Diluted	$	(0.33)	$	0.11	$	(0.22)

The adoption of ASU 2021-08 did not have a material impact on the results of the Company’s cash flows for the year ended September 30, 2021 or the interim periods therein.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The amendments in ASU No. 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The amendments in this ASU No. 2016-13 are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. As a public business entity, the Company is an emerging growth company and has elected to use the extended transition period provided for such companies. As a result, the Company will not be required to adopt ASU 2016-13 until October 1, 2023. The Company is currently evaluating the impact of the adoption of this principle on the Company’s condensed consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting For Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. ASU 2020-06 also simplifies the diluted net income per share calculation in certain areas. The amendments in ASU 2020-06 are effective for public business entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. As the Company is an emerging growth company and has elected to use the extended transition period of such companies, the Company will not be required to adopt ASU 2020-06 until October 1, 2022. The Company is currently evaluating the impact of the adoption of this principle on the Company’s consolidated financial statements.

In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The amendments in ASU No. 2021-04 provides guidance to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU No. 2021-04 are effective for all entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, including interim periods within those fiscal years. As a result, the Company will not be required to adopt ASU 2021-04 until October 1, 2022. The Company is currently evaluating the impact of the adoption of this principle on the Company’s condensed consolidated financial statements.

Credit Risk and Other Concentrations	12 Months Ended
Credit Risk and Other Concentrations	Sep. 30, 2021
Risks and Uncertainties [Abstract]
Credit Risk and Other Concentrations	CREDIT RISK AND OTHER CONCENTRATIONS The Company places its cash with high credit quality financial institutions which provide Federal Deposit Insurance Corporation insurance. The Company performs periodic evaluations of the relative credit standing of these institutions and does not expect any losses related to such concentrations. The Company’s revenues are earned by processing transactions for merchant businesses and other institutions under contract with the Company. The Company utilizes the funds settlement services of primarily six processing banks, from which most accounts receivable are remitted monthly. No single customer accounted for more than 10% of the Company's revenue during the years ended September 30, 2021, 2020 and 2019. The Company believes that the loss of any single customer would not have a material adverse effect on the Company's financial condition or results of operations. The Company uses third party payment processors, three of which facilitate more than 10% of our processing revenues for the years ended September 30, 2021, 2020, and 2019.

Acquisitions

12 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Acquisitions

ACQUISITIONS

During the years ended September 30, 2021, 2020 and 2019 the Company acquired the following intangible assets and businesses:

Residual Buyouts

From time to time, the Company acquires future commission streams from sales agents in exchange for an upfront cash payment. This results in an increase in overall gross processing volume to the Company. The residual buyouts are treated as asset acquisitions, resulting in recording a residual buyout intangible asset at cost on the date of acquisition. These assets are amortized using a method of amortization that reflects the pattern in which the economic benefits of the intangible asset are expected to be utilized over their estimated useful lives.

During the years ended September 30, 2021, 2020 and 2019, the Company purchased $1,819, $1,788 and $3,585, respectively, in residual buyouts using a combination of cash on hand and borrowings on the Company's revolving credit facility. The acquired residual buyout intangible assets have weighted average estimated amortization periods of eight, eight and seven years, respectively.

2019 Business Combinations

During the year ended September 30, 2019, the Company completed the acquisitions of unrelated businesses, including Pace Payment Systems, Inc.

Purchase of Pace Payment Systems, Inc.

On May 31, 2019, i3-Holdings Sub, Inc. acquired all of the stock of Pace Payment Systems, Inc. (“Pace”) via a reverse triangular merger involving Pace and a special acquisition subsidiary of i3-Holdings Sub, Inc. The Company acquired Pace to expand its software offerings, primarily in the public sector and education verticals. The total purchase consideration was $56,053, including $52,492 in cash consideration, funded by proceeds from the Company's revolving credit facility, $3,336 of contingent consideration and $225 of restricted shares of Class A common stock in i3 Verticals.

The goodwill associated with the acquisition is not deductible for tax purposes. The acquired merchant relationships intangible asset has an estimated amortization period of fifteen years. The non-compete agreement and trade name have estimated amortization periods of three and five years, respectively. The weighted-average estimated amortization period of all intangibles acquired is fifteen years. The acquired capitalized software has an estimated amortization period of seven years. The acquisition also included deferred tax assets related to net operating losses and Section 163(j) carryforwards and deferred tax liabilities related to intangibles, which are presented as a total net deferred tax asset as of September 30, 2020.

Acquisition-related costs for Pace amounted to approximately $507 ($444 during fiscal year 2019) and were expensed as incurred.

cash flow analysis. In each subsequent reporting period, the Company will reassess the current estimates of performance relative to the targets and adjust the contingent liability to its fair value through earnings. See additional disclosures in Note 13.

Other 2019 Business Combinations

The Company completed the acquisitions of other businesses to expand the Company’s software offerings in the public sector vertical market, provide technology that enhances the Company’s Burton Platform and expand the Company's merchant base. Total purchase consideration was $98,887, including $89,191 in revolving credit facility proceeds and $9,696 of contingent cash consideration.

For some of these businesses acquired, the goodwill associated with the acquisitions is deductible for tax purposes, and goodwill associated with the acquisitions of others of the businesses is not deductible for tax purposes. The acquired merchant relationships intangible assets have estimated amortization periods of between thirteen and twenty years. The non-compete agreement and trade names have weighted-average amortization periods of three and five years, respectively. The weighted-average amortization period for all intangibles acquired is sixteen years. The acquired capitalized software has an estimated amortization period of six years.

Acquisition-related costs for the other businesses amounted to approximately $1,299 and were expensed as incurred.

Certain provisions in the purchase agreements provide for additional consideration of up to $34,900, in the aggregate, to be paid based upon the achievement of specified financial performance targets, as defined in the purchase agreements, through no later than September 2021. The Company determined the acquisition date fair values of the liabilities for the contingent consideration based on probability forecasts and discounted cash flow analyses. In each subsequent reporting period, the Company will reassess its current estimates of performance relative to the targets and adjust the contingent liabilities to their fair values through earnings. See additional disclosures in Note 13.

Summary of 2019 Business Combinations

The fair values assigned to certain assets and liabilities assumed, as of the acquisition dates, during the year ended September 30, 2019 were as follows:


	Pace		Other		Total
Cash and cash equivalents	$	108	$	4,453	$	4,561
Accounts receivable	545		4,907		5,452
Settlement assets	—		18		18
Inventories	45		61		106
Prepaid expenses and other current assets	59		483		542
Property and equipment	527		1,929		2,456
Capitalized software	3,400		9,440		12,840
Acquired merchant relationships	13,400		34,480		47,880
Exclusivity Agreements	—		—		—
Non-compete agreements	60		150		210
Trade name	500		1,540		2,040
Goodwill	35,589		47,483		83,072
Other assets	2,622		2		2,624
Total assets acquired	56,855		104,946		161,801

Accounts payable	722		369		1,091
Accrued expenses and other current liabilities	56		2,284		2,340
Settlement obligations	—		18		18
Deferred revenue, current	24		2,698		2,722
Other long-term liabilities	—		690		690
Net assets acquired	$	56,053	$	98,887	$	154,940

2020 Business Combinations

During the year ended September 30, 2020, the Company completed the acquisitions of three unrelated businesses. Two expanded the Company's geographic reach and software capabilities in the public sector vertical. The other adds text-to-pay capabilities and other software solutions in the Company's non-profit vertical. Total purchase consideration was $32,633, including $27,885 in revolving credit facility proceeds and $4,748 of contingent consideration. Certain of the purchase price allocations assigned for these acquisitions are preliminary.

For some of these business acquired, the goodwill associated with the acquisitions is deductible for tax purposes, and goodwill associated with the acquisitions of others of the businesses is not deductible for tax purposes. The acquired merchant relationships intangible assets have estimated amortization periods of between fifteen and eighteen years. The non-compete agreement and trade names both have weighted-average amortization periods three years. The weighted-average amortization period for all intangibles acquired is sixteen years. The acquired capitalized software has an estimated amortization period of seven years.

Acquisition-related costs for these businesses amounted to approximately $547 and were expensed as incurred.

Certain provisions in the purchase agreements provide for additional consideration of up to $18,600, in the aggregate, to be paid based upon the achievement of specified financial performance targets, as defined in the

purchase agreements, through no later than September 2022. The Company determined the acquisition date fair values of the liabilities for the contingent consideration based on probability forecasts and discounted cash flow analyses. In each subsequent reporting period, the Company will reassess its current estimates of performance relative to the targets and adjust the contingent liabilities to their fair values through earnings. See additional disclosures in Note 13.

Summary of 2020 Business Combinations

The fair values assigned to certain assets and liabilities assumed, as of the acquisition dates, during the year ended September 30, 2020 were as follows:


Cash and cash equivalents	$	313
Accounts receivable	846
Prepaid expenses and other current assets	54
Property and equipment	122
Capitalized software	1,970
Acquired merchant relationships	11,900
Non-compete agreements	90
Trade name	300
Goodwill	20,213
Other assets	17
Total assets acquired	35,825

Accounts payable	168
Accrued expenses and other current liabilities	635
Deferred revenue, current	200
Other long-term liabilities	2,194
Net assets acquired	$	32,628

During the year ended September 30, 2021, the Company finalized the purchase price allocations for the 2020 business combinations, which resulted in additional adjustments to increase current assets by $137, increase goodwill by $265 and decrease liabilities by $407. The table above reflects the adjusted amounts.

2021 Business Combinations

During the year ended September 30, 2021, the Company completed the acquisitions of eight unrelated businesses, including Business Information Systems, Inc., ImageSoft Inc., and six other collectively material businesses.

Purchase of Business Information Systems, Inc.

On February 1, 2021, the Company completed the acquisition of substantially all of the assets of Business Information Systems, GP, a Tennessee general partnership and Business Information Systems, Inc., a Tennessee corporation (collectively “BIS”) to expand its software offerings, primarily in the Public Sector vertical. BIS is within the Proprietary Software & Payments segment. Total purchase consideration was $95,495, including $52,500 in cash on hand and proceeds from the Company's revolving credit facility, 1,202,914 shares of the Company's Class A Common Stock (valued at $35,245), and $7,750 in contingent consideration.

The goodwill associated with the acquisition is deductible for tax purposes. The acquired merchant relationships intangible asset has an estimated amortization period of nineteen years. The non-compete agreement and trade name have estimated amortization periods of three and five years, respectively. The

weighted-average estimated amortization period of all intangibles acquired is nineteen years. The acquired capitalized software has an estimated amortization period of ten years.

Acquisition-related costs for BIS amounted to approximately $374 and were expensed as incurred.

Certain provisions in the merger agreement provide for additional consideration of up to $16,000 in the aggregate, to be paid based upon achievement of specified financial performance targets, as defined in the purchase agreement, in the 24 months from February 1, 2021 through January 31, 2023. The Company determined the acquisition date fair value of the liability for the contingent consideration based on a probability forecast and discounted cash flow analysis. In each subsequent reporting period, the Company will reassess the current estimates of performance relative to the targets and adjust the contingent liability to its fair value through earnings. See additional disclosures in Note 13.

Purchase of ImageSoft, Inc.

On November 17, 2020, the Company completed the acquisition of substantially all of the assets of ImageSoft, Inc. (“ImageSoft”) to expand its software offerings, primarily in the Public Sector vertical. ImageSoft, is within the Proprietary Software & Payments segment. Total purchase consideration was $46,300, including $40,000 in cash consideration, funded by proceeds from the Company's revolving credit facility, and $6,300 in contingent consideration.

The goodwill associated with the acquisition is deductible for tax purposes. The acquired merchant relationships intangible asset has an estimated amortization period of twenty years. The non-compete agreement and trade name have estimated amortization periods of three and five years, respectively. The weighted-average estimated amortization period of all intangibles acquired is nineteen years. The acquired capitalized software has an estimated amortization period of seven years.

Acquisition-related costs for ImageSoft amounted to approximately $403 and were expensed as incurred.

Certain provisions in the merger agreement provide for additional consideration of up to $20,000 in the aggregate, to be paid based upon achievement of specified financial performance targets, as defined in the purchase agreement, in the 24 months from May 1, 2021 through April 30, 2023. The Company determined the acquisition date fair value of the liability for the contingent consideration based on a probability forecast and discounted cash flow analysis. In each subsequent reporting period, the Company will reassess the current estimates of performance relative to the targets and adjust the contingent liability to its fair value through earnings. See additional disclosures in Note 13.

Other Business Combinations

From October 1, 2020 to September 30, 2021, the Company completed the acquisitions of six other businesses to expand the Company’s software offerings in the public sector and Healthcare vertical markets and to add proprietary technology that will augment the Company’s existing platform across several verticals. Five of these businesses are within the Proprietary Software & Payments segment and one is within the Merchant Services segment. Total purchase consideration was $65,527, including $57,000 in cash consideration, funded by proceeds from the Company's revolving credit facility, and $8,527 of contingent consideration.

For each of these businesses acquired, the goodwill associated with the acquisition is deductible for tax purposes. The acquired merchant relationships intangible assets have estimated amortization periods of between ten and twenty-five years. The non-compete agreement and trade names have estimated amortization periods of three years. The weighted-average amortization period for all intangibles acquired is eighteen years. The acquired capitalized software has a weighted-average amortization period of seven years.

Acquisition-related costs for these businesses amounted to approximately $1,083 and were expensed as incurred.

Certain provisions in the purchase agreements provide for additional consideration of up to $50,200, in the aggregate, to be paid based upon the achievement of specified financial performance targets, as defined in the purchase agreements, through no later than June 2023. The Company determined the acquisition date fair values of the liabilities for the contingent consideration based on probability forecasts and discounted cash flow analyses. In each subsequent reporting period, the Company will reassess its current estimates of performance relative to the targets and adjust the contingent liabilities to their fair values through earnings. See additional disclosures in Note 13.

Summary of 2021 Business Combinations

The fair values assigned to certain assets and liabilities assumed, as of the acquisition dates, during the year ended September 30, 2021 were as follows:


	BIS		ImageSoft, Inc.		Other		Total
Accounts receivable	$	1,567	$	4,997	$	3,216	$	9,780
Settlement assets	6,889		120		—		7,009
Inventories	458		—		161		619
Prepaid expenses and other current assets	10		2,897		2,036		4,943
Property and equipment	206		433		312		951
Capitalized software	15,200		5,200		4,100		24,500
Acquired merchant relationships	32,300		16,300		24,040		72,640
Non-compete agreements	100		610		390		1,100
Trade name	700		1,100		840		2,640
Goodwill	46,660		22,408		35,906		104,974
Operating lease right-of-use assets	—		332		472		804
Other assets	—		6		32		38
Total assets acquired	104,090		54,403		71,505		229,998

Accrued expenses and other current liabilities	138		910		1		1,049
Settlement obligations	6,889		120		—		7,009
Deferred revenue, current	1,568		6,748		5,505		13,821
Current portion of operating lease liabilities	—		75		221		296
Operating lease liabilities, less current portion	—		250		251		501
Net assets acquired	$	95,495	$	46,300	$	65,527	$	207,322

The fair values assigned were updated to reflect the retrospective adoption of ASU 2021-08, which resulted in increases to the fair values assigned to deferred revenue and goodwill as of the acquisition dates. Refer to Note 2 for further discussion.

Pro Forma Results of Operations for 2021 Business Combinations

The following unaudited supplemental pro forma results of operations have been prepared as though each of the acquired businesses in the year ended September 30, 2021 had occurred on October 1, 2019. Pro forma adjustments were made to reflect the impact of depreciation and amortization, changes to executive compensation and the revised debt load, all in accordance with ASC 805. This supplemental pro forma

information does not purport to be indicative of the results of operations that would have been attained had the acquisitions been made on these dates, or of results of operations that may occur in the future.


	Year ended September 30,
	2021		2020
Revenue	$	249,333	$	227,190
Net loss	$	(7,595)	$	(2,042)

Prepaid Expenses and Other Current Assets

12 Months Ended

Sep. 30, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

PREPAID EXPENSES AND OTHER CURRENT ASSETS

A summary of the Company's prepaid expenses and other current assets as of September 30, 2021 and 2020 is as follows:


	2021		2020
Inventory	$	2,220	$	1,309
Prepaid licenses	4,646		157
Prepaid insurance	1,074		1,466
Other current assets	3,274		1,937
Prepaid expenses and other current assets	$	11,214	$	4,869

Property and Equipment, Net

12 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

PROPERTY AND EQUIPMENT, NET

A summary of the Company's property and equipment as of September 30, 2021 and 2020 is as follows:


	Estimated Useful Life	2021		2020
Computer equipment and software(1)	2 to 7 years	$	2,982	$	2,382
Furniture and fixtures	2 to 7 years	2,125		1,867
Terminals	2 to 3 years	945		584
Office equipment	2 to 5 years	1,173		942
Automobiles	3 years	481		366
Leasehold improvements	2 to 7 years	2,788		2,194
Accumulated depreciation		(4,592)		(2,996)
Property and equipment, net		$	5,902	$	5,339

____________________

1.Includes computer software of $707 and $694 as of September 30, 2021 and 2020, respectively.

Depreciation expense for the years ended September 30, 2021, 2020 and 2019 amounted to $2,312, $1,825 and $1,195, respectively.

Capitalized Software, Net

12 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Capitalized Software, Net

CAPITALIZED SOFTWARE, NET

A summary of the Company's capitalized software as of September 30, 2021 and 2020 is as follows:


	Estimated Useful Life	2021		2020
Software development costs	1 to 7 years	$	46,417	$	21,485
Development in progress		6,612		2,638
Accumulated amortization		(11,658)		(7,134)
Capitalized software, net		$	41,371	$	16,989

The Company capitalized software development costs (including acquisitions) totaling $30,659 and $5,756 during the years ended September 30, 2021 and 2020, respectively. Amortization expense for capitalized software development costs amounted to $6,276, $3,978 and $2,977 during the years ended September 30, 2021, 2020 and 2019, respectively. There were no amounts written down to net realizable value during the years ended September 30, 2021, 2020 and 2019, respectively.

Goodwill and Intangible Assets

12 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying amount of goodwill are as follows:


	Merchant Services		Proprietary Software and Payments		Other		Total
Balance at September 30, 2019	$	117,334	$	50,950	$	—	$	168,284
Goodwill reassigned in segment realignment(1)	(419)		419		—		—
Goodwill attributable to preliminary purchase price adjustments and acquisition activity during the year ended September 30, 2020	(933)		19,654		—		18,721
Balance at September 30, 2020	115,982		71,023		—		187,005
Goodwill attributable to preliminary purchase price adjustments and acquisition activity during the year ended September 30, 2021	3,104		102,134		—		105,238
Balance at September 30, 2021	$	119,086	$	173,157	$	—	$	292,243

____________________

1.Represents the reallocation of goodwill related to a component which was realigned from the Proprietary Software and Payments segment to the Merchant Services segment as of July 1, 2020. See Note 17 for additional information.

Intangible assets consisted of the following as of September 30, 2021:


	Cost		Accumulated Amortization		Carrying Value		Amortization Life and Method
Finite-lived intangible assets:
Merchant relationships	$	227,211	$	(65,815)	$	161,396	10 to 25 years – accelerated or straight-line
Non-compete agreements	2,878		(1,907)		971		3 to 6 years – straight-line
Website and brand development costs	240		(133)		107		3 to 4 years – straight-line
Trade names	6,320		(2,668)		3,652		3 to 7 years – straight-line
Residual buyouts	6,718		(1,407)		5,311		8 years – straight-line
Referral and exclusivity agreements	800		(573)		227		5 years – straight-line
Total finite-lived intangible assets	244,167		(72,503)		171,664

Indefinite-lived intangible assets:
Trademarks	42		—		42
Total identifiable intangible assets	$	244,209	$	(72,503)	$	171,706

Intangible assets consisted of the following as of September 30, 2020:


	Cost		Accumulated Amortization		Carrying Value		Amortization Life and Method
Finite-lived intangible assets:
Merchant relationships	$	154,571	$	(53,388)	$	101,183	12 to 20 years – accelerated or straight-line
Non-compete agreements	1,700		(851)		849		2 to 5 years – straight-line
Website development costs	215		(65)		150		3 to 4 years – straight-line
Trade names	3,880		(1,538)		2,342		3 to 7 years – straight-line
Residual buyouts	5,373		(1,172)		4,201		2 to 8 years – straight-line
Referral and exclusivity agreements	900		(434)		466		5 to 10 years – straight-line
Total finite-lived intangible assets	166,639		(57,448)		109,191

Indefinite-lived intangible assets:
Trademarks	42		—		42
Total identifiable intangible assets	166,681		(57,448)		109,233

Amortization expense for intangible assets amounted to $15,830, $12,414 and $12,394 during the years ended September 30, 2021, 2020 and 2019, respectively.

Based on gross carrying amounts at September 30, 2021, the Company's estimate of future amortization expense for intangible assets are presented in this table as follows for each fiscal year ending September 30:


2022	$	15,360
2023	14,501
2024	13,519
2025	13,237
2026	12,842
Thereafter	102,205
	$	171,664

Accrued Expenses and Other Liabilities

12 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Accrued Expenses and Other Liabilities

ACCRUED EXPENSES AND OTHER LIABILITIES

A summary of the Company's accrued expenses and other current liabilities as of September 30, 2021 and 2020 is as follows:


	2021		2020
Accrued wages, bonuses, commissions and vacation	$	6,649	$	3,867
Accrued interest	271		141
Accrued contingent consideration — current portion	25,768		10,062
Escrow liabilities	9,067		4,363
Customer deposits	1,913		1,828
Employee health self-insurance liability	1,032		—
Other current liabilities	6,115		3,803
Accrued expenses and other current liabilities	$	50,815	$	24,064

A summary of the Company's long-term liabilities as of September 30, 2021 and 2020 is as follows:


	2021		2020
Accrued contingent consideration — long-term portion	$	10,461	$	2,972
Deferred tax liability — long-term	3,280		2,212
Other long-term liabilities	270		956
Total other long-term liabilities	$	14,011	$	6,140

Long-Term Debt, Net

12 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Long-Term Debt, Net

LONG-TERM DEBT, NET

A summary of long-term debt, net as of September 30, 2021 and September 30, 2020 is as follows:


	Maturity	2021		2020
Revolving lines of credit to banks under the Senior Secured Credit Facility	May 9, 2024	$	104,396	$	—
1.0% Exchangeable Senior Notes due 2025	February 15, 2025	99,808		95,325
Debt issuance costs, net		(3,599)		(4,567)
Total long-term debt, net of issuance costs		$	200,605	$	90,758

2020 Exchangeable Notes Offering

On February 18, 2020, i3 Verticals, LLC issued $138,000 aggregate principal amount of 1.0% Exchangeable Senior Notes due 2025 (the “Exchangeable Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company received approximately $132,762 in net proceeds from the sale of the Exchangeable Notes, as determined by deducting estimated offering expenses paid to third-parties from the aggregate principal amount.

The Exchangeable Notes bear interest at a fixed rate of 1.00% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020. The Exchangeable Notes will mature on February 15, 2025, unless converted or repurchased at an earlier date.

i3 Verticals, LLC issued the Exchangeable Notes pursuant to an Indenture, dated as of February 18, 2020 (the “Indenture”), among i3 Verticals, LLC, the Company and U.S. Bank National Association, as trustee.

Prior to August 15, 2024, the Exchangeable Notes are exchangeable only upon satisfaction of certain conditions and during certain periods described in the Indenture, and thereafter, the Exchangeable Notes are exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Exchangeable Notes are exchangeable on the terms set forth in the Indenture into cash, shares of Class A common stock, or a combination thereof, at i3 Verticals, LLC’s election. The exchange rate is initially 24.4666 shares of Class A common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $40.87 per share of Class A common stock). The exchange rate is subject to adjustment in certain circumstances. In addition, following certain corporate events that occur prior to the maturity date or i3 Verticals, LLC’s delivery of a notice of redemption, i3 Verticals, LLC will increase, in certain circumstances, the exchange rate for a holder who elects to exchange its Exchangeable Notes in connection with such a corporate event or notice of redemption, as the case may be.

If the Company or i3 Verticals, LLC undergoes a fundamental change, holders may require i3 Verticals, LLC to repurchase all or part of their Exchangeable Notes at a repurchase price equal to 100% of the principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date. As of September 30, 2021, none of the conditions permitting the holders of the Exchangeable Notes to early convert have been met.

i3 Verticals, LLC may not redeem the Exchangeable Notes prior to February 20, 2023. On or after February 20, 2023, and prior to the 47th scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of Class A common stock has been at least 130% of the exchange price for the Exchangeable Notes for at least 20 trading days (whether or not consecutive), i3 Verticals, LLC may redeem all or any portion of the Exchangeable Notes at a cash redemption price equal to 100% of the principal amount of the Exchangeable Notes to be redeemed plus accrued and unpaid interest on such note to, but not including, the redemption date.

The Exchangeable Notes are general senior unsecured obligations of i3 Verticals, LLC and the guarantee is the Company’s senior unsecured obligation and rank senior in right of payment to all of i3 Verticals, LLC’s and the Company’s future indebtedness that is expressly subordinated in right of payment to the Exchangeable Notes or the guarantee, as applicable. The Exchangeable Notes and the guarantee rank equally in right of payment with all of i3 Verticals, LLC’s and the Company’s existing and future unsecured indebtedness that is not so expressly subordinated in the right of payment to the Exchangeable Notes or the guarantee, as applicable. The Exchangeable Notes and the guarantee are effectively subordinated to any of the Companies’ existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness (including obligations under the credit agreement governing the Senior Secured Credit Facility, defined below). The Exchangeable Notes and the guarantee will be structurally subordinated to all indebtedness and other liabilities and obligations (including the debt and trade payables) of the Company’s subsidiaries, other than i3 Verticals, LLC.

In accounting for the issuance of the Exchangeable Notes, the Company separated the Exchangeable Notes into liability and equity components. The carrying amount of the liability component before the allocation of any transaction costs was calculated by measuring the fair value of a similar liability that does not have an associated exchangeable feature. The carrying amount of the equity component (before the allocation of any transaction costs), representing the conversion option, which does not require separate accounting as a derivative as it meets a scope exception for certain contracts involving an entity's own equity, was determined by deducting the fair value of the liability component from the par value of the Exchangeable Notes. The difference between the principal amount of the Exchangeable Notes and the liability component represents the debt discount, which is recorded as a direct deduction from the related debt liability in the consolidated balance sheet and accreted over the period from the date of issuance to the contractual maturity date, resulting in the recognition of non-cash interest expense. The equity component of the Exchangeable Notes of approximately $28,662 is included in additional paid-in capital in the consolidated balance sheet and is not remeasured as longs as it continues to meet the conditions for equity classification. Transaction costs were allocated to the liability and equity components in the same proportion as the allocation of the proceeds. Transaction costs attributable to the liability component were recorded as debt issuance costs in the consolidated balance sheet and are amortized to interest expense using the effective interest method over the term of the Exchangeable Notes, and transaction costs attributable to the equity component were netted with the equity component in stockholders' equity.

The Company incurred third-party issuance costs totaling $5,238, in connection with the issuance of the Exchangeable Notes for the year ended September 30, 2020. The Company capitalized $4,150 of debt issuance costs in connection with the Exchangeable Notes and allocated $1,088 of the third-party issuance costs to equity during the year ended September 30, 2020. Non-cash interest expense for amortization of debt issuance costs related to the Exchangeable Notes for the years ended September 30, 2021 and 2020 was $588 and $365, respectively. The Company also wrote off a portion of the debt issuance costs in connection with the repurchase transactions in April and September 2020, as described below. Total unamortized debt issuance costs related to the Exchangeable Notes were $2,605 as of September 30, 2021.

The estimated fair value of the Exchangeable Notes was $119,633 as of September 30, 2021. The estimated fair value of the Exchangeable Notes was determined through consideration of quoted market prices for similar instruments. The fair value is classified as Level 2, as defined in Note 13.

The Company can choose to purchase its Exchangeable Notes on the open market. In April and September 2020, the Company paid $17,414 in aggregate to repurchase $21,000 in aggregate principal amount of the Exchangeable Notes and to repay approximately $24 in accrued interest on the repurchased portion of the Exchangeable Notes. The Company recorded a loss on retirement of debt of $2,297 due to the carrying value exceeding the fair value of the repurchased portion of the Exchangeable Notes at the dates of repurchases. The Company wrote off $592 of debt issuance costs in connection with the repurchase transactions.

Exchangeable Note Hedge Transactions

Verticals, LLC entered into exchangeable note hedge transactions with respect to Class A common stock (the “Note Hedge Transactions”) with certain financial institutions (collectively, the “Counterparties”). The Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes, the same number of shares of Class A common stock that initially underlie the Exchangeable Notes in the aggregate and are exercisable upon exchange of the Exchangeable Notes. The Note Hedge Transactions are intended to reduce potential dilution to the Class A common stock upon any exchange of the Exchangeable Notes. The Note Hedge Transactions will expire upon the maturity of the Exchangeable Notes, if not earlier exercised. The Note Hedge Transactions are separate transactions, entered into by i3 Verticals, LLC with the Counterparties, and are not part of the terms of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with respect to the Note Hedge Transactions. i3 Verticals, LLC used approximately $28,676 of the net proceeds from the offering of the Exchangeable Notes (net of the premiums received for the warrant transactions described below) to pay the cost of the Note Hedge Transactions.

The Note Hedge Transactions do not require separate accounting as a derivative as they meet a scope exception for certain contracts involving an entity's own equity. The premiums paid for the Note Hedge Transactions have been included as a net reduction to additional paid-in capital within stockholders' equity.

Warrant Transactions

On February 12, 2020, concurrently with the pricing of the Exchangeable Notes, and on February 13, 2020, concurrently with the exercise by the initial purchasers of their right to purchase additional Exchangeable Notes, the Company entered into warrant transactions to sell to the Counterparties warrants (the “Warrants”) to acquire, subject to customary adjustments, up to initially 3,376,391 shares of Class A common stock in the aggregate at an initial exercise price of $62.88 per share. The Company offered and sold the Warrants in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Warrants will expire over a period beginning on May 15, 2025.

The Warrants are separate transactions, entered into by the Company with the Counterparties, and are not part of the terms of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with respect to the Warrants. The Company received approximately $14,669 from the offering and sale of the Warrants. The Warrants do not require separate accounting as a derivative as they meet a scope exception for certain contracts involving an entity's own equity. The premiums paid for the Warrants have been included as a net increase to additional paid-in capital within stockholders' equity.

Senior Secured Credit Facility

On May 9, 2019, the Company replaced its existing 2017 Senior Secured Credit Facility (defined below) with a new credit agreement (the “Senior Secured Credit Facility”). The Company concluded that the replacement of the 2017 Senior Secured Credit Facility should be accounted for as a debt modification based on the guidance in ASC 470-50. In connection with the replacement of the 2017 Senior Secured Credit Facility, the Company recorded a debt extinguishment charge of $152 for the write-off of deferred financing costs, which was recorded in interest expense in the consolidated statements of operations. The Senior Secured Credit Facility, as amended on February 18, 2020 in connection with our offering of Exchangeable Notes, consists of a $275,000 revolving credit facility, together with an option to increase the revolving credit facility and/or obtain incremental term loans in an additional principal amount of up to $50,000 in the aggregate (subject to the receipt of additional commitments for any such incremental loan amounts). The Senior Secured Credit Facility accrues interest at LIBOR (based upon an interest period of one, two, three or six months or, under some circumstances, up to twelve months) plus an applicable margin of 2.25% to 3.25% (3.25% as of September 30, 2021), or the base rate (defined as the highest of (x) the Bank of America prime rate, (y) the federal funds rate plus 0.50% and (z) LIBOR plus 1.00%), plus an applicable margin of 0.25% to 1.25% (1.25% as of September 30, 2021), in each case depending upon the consolidated total leverage ratio, as defined in the agreement. Interest is payable at the end of the selected interest period, but no less frequently than quarterly. Additionally, the Senior Secured Credit Facility requires the Company to pay unused commitment fees of 0.15% to 0.30% (0.30% as of September 30, 2021) on any undrawn amounts under the revolving credit facility and letter of credit fees of up to 3.25% on the maximum amount

available to be drawn under each letter of credit issued under the agreement. The Senior Secured Credit Facility requires maintenance of certain financial ratios on a quarterly basis as follows: (i) a minimum consolidated interest coverage ratio of 3.00 to 1.00, (ii) a maximum total leverage ratio of 5.00 to 1.00, provided, that for each of the four fiscal quarters immediately following a qualified acquisition (each a “Leverage Increase Period”), the required ratio set forth above may be increased by up to 0.25, subject to certain limitations and (iii) a maximum consolidated senior secured leverage ratio of 3.25 to 1.00, provided, that for each Leverage Increase Period, the consolidated senior leverage ratio may be increased by up to 0.25, subject to certain limitations. The maturity date of the Senior Secured Credit Facility is May 9, 2024. As of September 30, 2021, there was $170,604 available for borrowing under the revolving credit facility, subject to the financial covenants.

The Senior Secured Credit Facility is secured by substantially all assets of the Company. The lenders under the Senior Secured Credit Facility hold senior rights to collateral and principal repayment over all other creditors.

The provisions of the Senior Secured Credit Facility place certain restrictions and limitations upon the Company. These include, among others, restrictions on liens, investments, indebtedness, fundamental changes and dispositions; maintenance of certain financial ratios; and certain non-financial covenants pertaining to the activities of the Company during the period covered. The Company was in compliance with such covenants as of September 30, 2021. In addition, the Senior Secured Credit Facility restricts the Company's ability to make dividends or other distributions to the holders of the Company's equity. The Company is permitted to (i) make cash distributions to the holders of the Company's equity in order to pay taxes incurred by owners of equity in i3 Verticals, LLC, by reason of such ownership, (ii) move intercompany cash between subsidiaries that are joined to the Senior Secured Credit Facility, (iii) repurchase equity from employees, directors, officers or consultants in an aggregate amount not to exceed $3,000 per year, (iv) make certain payments in connection with the Tax Receivable Agreement, and (v) make other dividends or distributions in an aggregate amount not to exceed 5% of the net cash proceeds received from any additional common equity issuance. The Company is also permitted to make non-cash dividends in the form of additional equity issuances. Each subsidiary may make ratable distributions to persons that own equity interests in such subsidiary. All other forms of dividends or distributions are prohibited under the Senior Secured Credit Facility.

2017 Senior Secured Credit Facility

On October 30, 2017, the Company replaced its then-existing credit facility with the 2017 Senior Secured Credit Facility (the “2017 Senior Secured Credit Facility”). The 2017 Senior Secured Credit Facility consisted of term loans in the original principal amount of $40,000 and a $110,000 revolving line of credit. The 2017 Senior Secured Credit Facility accrued interest, payable monthly, at the prime rate plus a margin of 0.50% to 2.00% or at the 30-day LIBOR rate plus a margin of 2.75% to 4.00%, in each case depending on the ratio of consolidated debt-to-EBITDA, as defined in the agreement. Additionally, the 2017 Senior Secured Credit Facility required the Company to pay unused commitment fees of up to 0.15% to 0.30% on any undrawn amounts under the revolving line of credit. The maturity date of the 2017 Senior Secured Credit Facility is October 30, 2022. Principal payments of $1,250 were due on the last day of each calendar quarter until the maturity date, when all outstanding principal and accrued and unpaid interest were due.

The 2017 Senior Secured Credit Facility was secured by substantially all assets of the Company. The lenders under the 2017 Senior Secured Credit Facility held senior rights to collateral and principal repayment over all other creditors.

As previously mentioned, on May 9, 2019, the Company replaced its existing 2017 Senior Secured Credit Facility with the Senior Secured Credit Facility.

Debt issuance costs

During the year ended September 30, 2020, the Company capitalized $4,212 in connection with the issuance of the Exchangeable Notes, the Note Hedge Transactions and the Warrants and in connection with entering into the second amendment to the Senior Secured Credit Facility. The debt issuance costs are being amortized over

the related term of the debt using the effective interest rate method, and are presented net against long-term debt in the consolidated balance sheets. During the year ended September 30, 2021, the Company did not incur any additional issuance costs. The amortization of debt issuance costs is included in interest expense and amounted to approximately $968, $758 and $721 during the years ended September 30, 2021, 2020 and 2019, respectively.

Income Taxes

12 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES


	Year ended September 30,
	2021		2020		2019
Current:
Federal tax (benefit) expense	$	(35)	$	(34)	$	220
State tax expense	945		446		189
Deferred:
Federal tax benefit	(285)		(3,018)		(487)
State tax benefit	(2)		(189)		(99)
Income tax expense (benefit)	$	623	$	(2,795)	$	(177)

A reconciliation of income tax expense from operations computed at the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	Year ended September 30,
	2021				2020				2019
Expected U.S. federal income taxes at statutory rate	$	(1,519)	21.1	%	$	(792)	21.0	%	$	81	21.0	%
Partnership income not taxed at federal level	29		(0.4)	%	85		(2.3)	%	(1,007)		(260.9)	%
Valuation allowance	712		(9.9)	%	(2,694)		71.4	%	251		65.0	%
State and local income taxes, net of federal benefit	552		(7.6)	%	244		(6.5)	%	104		26.9	%
Nondeductible expenses and other permanent items	85		(1.2)	%	496		(13.1)	%	582		150.8	%
Revaluation of debt and other debt transaction differences	609		(8.4)	%	222		(5.9)	%	(189)		(49.0)	%
Change in liability for uncertain tax positions	(83)		1.2	%	108		(2.9)	%	—		—	%
Federal tax credits	240		(3.3)	%	(431)		11.4	%	—		—	%
Other	(2)		—	%	(33)		0.9	%	1		0.3	%
Income tax expense (benefit)	$	623	(8.6)	%	$	(2,795)	74.1	%	$	(177)	(45.9)	%

Deferred income taxes are provided for the temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities. Net deferred taxes spanning multiple jurisdictions as of September 30, 2021 and 2020 were as follows:


	September 30,
	2021		2020
Deferred tax assets:
Investment in partnership	$	57,080	$	47,897
Stock-based compensation	1,714		1,187
Deferred revenue	561		525
Accrued expenses	232		181
Net operating loss carryforwards	13,441		10,969
Section 163j carryforward	1,828		2,498
Federal tax credits	661		901
Operating lease liabilities	638		—
Other	75		73
Gross deferred tax assets	76,230		64,231
Valuation allowance	(20,269)		(20,230)

Deferred tax liabilities:
Intangible assets	$	(8,308)	$	(9,167)
Operating lease right of use assets	(620)		—
Other	(321)		(291)
Net deferred tax asset	$	46,712	$	34,543

Federal net operating loss carryforwards as of September 30, 2021 and 2020 were $35,312 and $26,984, respectively. Federal tax credits were $661, resulting in a deferred tax benefit of $8,077 as of September 30, 2021 compared to $901 of federal tax credits, resulting in a deferred tax benefit of $6,568 as of September 30, 2020. The federal net operating loss carryforwards will begin to expire in 2035 and the federal tax credits will begin to expire in 2033. The use of federal net operating losses and credits are limited to the future taxable income of separate legal entities. As a result, a valuation allowance of $793 has been provided for certain federal deferred tax assets, an increase of $405 during the year ended September 30, 2021. State net operating loss carryforwards as of September 30, 2021 totaled $95,060, resulting in a deferred tax benefit of $6,026. The state net operating loss carryforwards will begin to expire in 2026. The use of certain state net operating losses are limited to future taxable earnings of separate legal entities. As a result, a valuation allowance of $4,029 has been provided for state loss carryforwards, an increase of $458 during the year ended September 30, 2021. The Company also considered a valuation allowance on its $57,080 outside basis of investment in i3 Verticals, LLC deferred tax benefit as of September 30, 2021. The Company has recorded a valuation allowance of $15,447 against the portion of the deferred tax benefit that is capital in nature, resulting in a decrease in valuation allowance of $824 during the year ended September 30, 2021. Management believes that it is more likely than not that the results of operations will generate sufficient taxable income to realize the deferred tax assets after giving consideration to the valuation allowance.

The components of the Company’s liability for uncertain tax benefits are as follows:


Gross unrecognized tax benefits as of September 30, 2019	$	—
Increase in current year tax positions	108
Increase in prior year tax positions	76
Settlements and other reductions	—
Gross unrecognized tax benefits as of September 30, 2020	184
Increase in current year tax positions	—
Increase in prior year tax positions	—
Settlements and other reductions	$	76
Gross unrecognized tax benefits as of September 30, 2021	$	108

As of September 30, 2021 and 2020, the Company had accrued interest of $0 and $7, respectively, and no accrued penalties in either period related to uncertain tax positions. It is the Company’s policy to recognize interest and/or penalties related to income tax matters in income tax expense. The Company is no longer subject to U.S. federal, state, or local examinations by tax authorities for years before 2017. As of September 30, 2021 and 2020, there were unrecognized tax benefits of $108 and $184 that if recognized would affect the annual effective tax rate.

Tax Receivable Agreement

On June 25, 2018, the Company entered into a Tax Receivable Agreement with i3 Verticals, LLC and each of the Continuing Equity Owners (the “Tax Receivable Agreement”) that provides for the payment by the Company to the Continuing Equity Owners of 85% of the amount of certain tax benefits, if any, that it actually realizes, or in some circumstances, is deemed to realize in its tax reporting, as a result of (i) future redemptions funded by the Company or exchanges, or deemed exchanges in certain circumstances, of Common Units of i3 Verticals, LLC for Class A common stock of i3 Verticals, Inc. or cash, and (ii) certain additional tax benefits attributable to payments made under the Tax Receivable Agreement. These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners maintaining a continued ownership interest in i3 Verticals, LLC. If a Continuing Equity Owner transfers Common Units but does not assign to the transferee of such units its rights under the Tax Receivable Agreement, such Continuing Equity Owner generally will continue to be entitled to receive payments under the Tax Receivable Agreement arising in respect of a subsequent exchange of such Common Units. In general, the Continuing Equity Owners’ rights under the Tax Receivable Agreement may not be assigned, sold, pledged or otherwise alienated to any person, other than certain permitted transferees, without (a) the Company's prior written consent, which should not be unreasonably withheld, conditioned or delayed, and (b) such persons becoming a party to the Tax Receivable Agreement and agreeing to succeed to the applicable Continuing Equity Owner’s interest therein. The Company expects to benefit from the remaining 15% of the tax benefits, if any, that the Company may realize.

When Class B common stock is exchanged for Class A common stock, this triggers an increase in the tax basis of the Company's Common Units in i3 Verticals, LLC subject to the provisions of the Tax Receivable Agreement. During the year ended September 30, 2019, the Company acquired an aggregate of 4,292,169 common units of i3 Verticals, LLC in connection with the redemption of common units, which resulted in an increase in the tax basis of our investment in i3 Verticals, LLC subject to the provisions of the Tax Receivable Agreement. Primarily as a result of these exchanges, during the year ended September 30, 2019, the Company recognized an increase to its net deferred tax assets in the amount of $25,776, and corresponding Tax Receivable Agreement liabilities of $22,413, representing 85% of the tax benefits due to the Continuing Equity Owners. The results of these transactions brought the deferred tax asset and corresponding Tax Receivable Agreement liability balances to $26,736 and $23,229, respectively, as of September 30, 2019.

During the year ended September 30, 2020, the Company acquired an aggregate of 1,021,016 common units of i3 Verticals, LLC in connection with the redemption of common units, which resulted in an increase in the tax basis of our investment in i3 Verticals, LLC subject to the provisions of the Tax Receivable Agreement. As a result of these exchanges, during the year ended September 30, 2020, the Company recognized an increase to its net deferred tax assets in the amount of $6,307, and corresponding Tax Receivable Agreement liabilities of $5,361, representing 85% of the tax benefits due to the Continuing Equity Owners.

During the year ended September 30, 2021, the Company acquired an aggregate of 1,671,479 common units of i3 Verticals, LLC in connection with the redemption of common units, which resulted in an increase in the tax basis of our investment in i3 Verticals, LLC subject to the provisions of the Tax Receivable Agreement. As a result of these exchanges, during the year ended September 30, 2021, the Company recognized an increase to its net deferred tax assets in the amount of $13,990, and corresponding Tax Receivable Agreement liabilities of $11,892, representing 85% of the tax benefits due to the Continuing Equity Owners.

The deferred tax asset and corresponding Tax Receivable Agreement liability balances were $41,633 and $39,122, respectively, as of September 30, 2021.

Payments to the Continuing Equity Owners related to exchanges through September 30, 2021 will range from $0 to $3,174 per year and are expected to be paid over the next 25 years. The amounts recorded as of September 30, 2021, approximate the current estimate of expected tax savings and are subject to change after the filing of the Company’s U.S. federal and state income tax returns. Future payments under the Tax Receivable Agreement with respect to subsequent exchanges would be in addition to these amounts.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Leases

12 Months Ended

Sep. 30, 2021

Leases [Abstract]

Leases

LEASES

As discussed in Note 2, the Company adopted ASC 842 effective October 1, 2020, using the modified retrospective transition method, under which the prior period financial statements were not restated for the new guidance.

The Company’s leases consist primarily of real estate leases throughout the markets in which the Company operates. At contract inception, the Company determines whether an arrangement is or contains a lease, and for each identified lease, evaluates the classification as operating or financing. The Company had no finance leases as of September 30, 2021. Leased assets and obligations are recognized at the lease commencement date based on the present value of fixed lease payments to be made over the term of the lease. Renewal and termination options are factored into determination of the lease term only if the option is reasonably certain to be exercised. The weighted-average remaining lease term at September 30, 2021 was six years. The Company had no significant short-term leases during the year ended September 30, 2021.

The Company’s leases do not provide a readily determinable implicit interest rate and the Company uses its incremental borrowing rate to measure the lease liability and corresponding right-of-use asset. The incremental borrowing rates were determined based on a portfolio approach considering the Company’s current secured borrowing rate adjusted for market conditions and the length of the lease term. The weighted-average discount rate used in the measurement of our lease liabilities was 7.1% as of September 30, 2021.

Operating lease cost is recognized on a straight-line basis over the lease term. Operating lease costs for the year ended September 30, 2021 were $4,096 which are included in selling, general and administrative expenses in the condensed consolidated statements of operations.

Total operating lease costs for the year ended September 30, 2021 include variable lease costs of approximately $6, which are primarily comprised of costs of maintenance and utilities and changes in rates, and

are determined based on the actual costs incurred during the period. Variable payments are expensed in the period incurred and not included in the measurement of lease assets and liabilities.

Short-term rent expense for the year ended September 30, 2021 was $304 and are included in selling, general and administrative expenses in the condensed consolidated statements of operations.

As of September 30, 2021, maturities of lease liabilities are as follows:


Years ending September 30:
2022	$	4,014
2023	3,451
2024	2,840
2025	2,405
2026	1,737
Thereafter	3,469
Total future minimum lease payments (undiscounted)(1)	17,916
Less: present value discount	(2,755)
Present value of lease liability	$	15,161

_________________________

1.Total future minimum lease payments excludes payments of $9 for leases designated as short-term leases, which are excluded from the Company's right-of-use assets. These payments will be made within the next twelve months.

A summary of approximate future minimum payments for leases under ASC 840 as of September 30, 2020, was as follows:


Years ending September 30:
2021	$	2,726
2022	2,397
2023	2,096
2024	1,469
2025	968
Thereafter	1,221
Total	$	10,877

Fair Value Measurements

12 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

The Company applies the provisions of ASC 820, Fair Value Measurement, which defines fair value, establishes a framework for its measurement and expands disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or the price paid to transfer a liability as of the measurement date. A three-tier, fair-value reporting hierarchy exists for disclosure of fair value measurements based on the observability of the inputs to the valuation of financial assets and liabilities. The three levels are:

Level 1 — Quoted prices for identical instruments in active markets.

Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in active exchange markets.

The carrying value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, other assets, accounts payable, and accrued expenses, approximated their fair values as of September 30, 2021 and 2020, because of the relatively short maturity dates on these instruments. The carrying amount of debt approximates fair value as of September 30, 2021 and 2020, because interest rates on these instruments approximate market interest rates.

The Company has no Level 1 or Level 2 financial instruments measured at fair value on a recurring basis. The following tables present the changes in the Company's Level 3 financial instruments that are measured at fair value on a recurring basis.


	Accrued Contingent Consideration
Balance at September 30, 2019	$	18,226
Contingent consideration accrued at time of business combination	4,748
Change in fair value of contingent consideration included in Operating expenses	(1,409)
Contingent consideration paid	(8,531)
Balance at September 30, 2020	$	13,034
Contingent consideration accrued at time of business combination	22,577
Change in fair value of contingent consideration included in Operating expenses	7,140
Contingent consideration paid	(6,522)
Balance at September 30, 2021	$	36,229

The fair value of contingent consideration obligations includes inputs not observable in the market and thus represents a Level 3 measurement. The amount to be paid under these obligations is contingent upon the achievement of certain growth metrics related to the financial performance of the entities subsequent to acquisition. The fair value of material contingent consideration included in an acquisition is calculated using a Monte Carlo simulation. The contingent consideration is revalued each period until it is settled. Management reviews the historical and projected performance of each acquisition with contingent consideration and uses an income probability method to revalue the contingent consideration. The revaluation requires management to make certain assumptions and represent management's best estimate at the valuation date. The probabilities are determined based on a management review of the expected likelihood of triggering events that would cause a change in the contingent consideration paid. The Company develops the projected future financial results based on an analysis of historical results, market conditions, and the expected impact of anticipated changes in the Company's overall business and/or product strategies.

Approximately $25,768 and $10,062 of contingent consideration was recorded in accrued expenses and other current liabilities as of September 30, 2021 and 2020, respectively. Approximately $10,461 and $2,972 of contingent consideration was recorded in other long-term liabilities as of September 30, 2021 and 2020, respectively.

Disclosure of Fair Values

The Company's financial instruments that are not remeasured at fair value include the Exchangeable Notes (see Note 10). The Company estimates the fair value of the Exchangeable Notes through consideration of quoted market prices of similar instruments, classified as Level 2 as described above. The estimated fair value of the Exchangeable Notes was $119,633 as of September 30, 2021.

Share-based Payment Arrangement [Abstract]

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Equity-Based Compensation

12 Months Ended

Sep. 30, 2021

Equity-Based Compensation

EQUITY-BASED COMPENSATION

A summary of equity-based compensation expense recognized during the years ended September 30, 2021, 2020 and 2019 is as follows:


	Year ended September 30,
	2021		2020		2019
Stock options	$	20,860	$	10,452	$	6,124

Amounts are included in general and administrative expense on the consolidated statements of operations. Income tax benefits of $1,083, $604 and $160 were recognized related to equity-based compensation during the years ended September 30, 2021, 2020, and 2019, respectively.

Stock Options

In May 2018, the Company adopted the 2018 Equity Incentive Plan (the “2018 Plan”) under which the Company may grant up to 3,500,000 stock options and other equity-based awards to employees, directors and officers. The number of shares of Class A common stock available for issuance under the 2018 Plan includes an annual increase on the first day of each year, beginning with the 2019 calendar year, equal to 4.0% of the outstanding shares of all classes of the Company's common stock as of the last day of the immediately preceding calendar year, unless the Company’s board of directors determines prior to the last trading day of December of the immediately preceding calendar year that the increase shall be less than 4%. As of September 30, 2021, there were 323,159 options available to grant under the 2018 Plan.

In September 2020, the Company adopted the 2020 Acquisition Equity Incentive Plan (the “2020 Inducement Plan”) under which the Company may grant up to 1,500,000 stock options and other equity-based awards to individuals that were not previously employees of the Company or its subsidiaries in connection with acquisitions, as a material inducement to the individual's entry into employment with the Company or its subsidiaries within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. In May 2021, the Company amended the 2020 Inducement Plan to increase the number of shares of the Company's Class A common stock available for issuance from 1,500,000 to 3,000,000 shares. As of September 30, 2021, there were 1,441,420 equity awards available for grant under the 2020 Inducement Plan.

The fair value of stock option awards during the years ended September 30, 2021 and 2020 was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions:


	September 30, 2021		September 30, 2020
Expected volatility(1)	59.7	%	28.5	%
Expected dividend yield(2)	—	%	—	%
Expected term(3)	6 years		6 years
Risk-free interest rate(4)	0.7	%	1.2	%

_________________

1.For the year ended September 30, 2021, expected volatility is based on the volatility of the Company's own share price. For the year ended September 30, 2020, expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term.

2.The Company has assumed a dividend yield of zero as management has no plans to declare dividends in the foreseeable future.

3.Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method as details of employee exercise behavior are limited due to limited historical data.

4.The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term.

A summary of stock option activity for the year ended September 30, 2021 is as follows:


	Stock Options	Weighted Average Exercise Price
Outstanding at beginning of period	5,210,566	$	21.73
Granted	3,179,472	29.88
Exercised	(548,277)	17.04
Forfeited	(294,139)	28.00
Outstanding at end of period	7,547,622	$	25.26

The weighted-average grant date fair value of stock options granted during the year ended September 30, 2021 was $16.27. As of September 30, 2021, there were 7,547,622 stock options outstanding, of which 2,914,691 were exercisable. As of September 30, 2021, total unrecognized compensation expense related to unvested stock options, including an estimate for pre-vesting forfeitures, was $43,248, which is expected to be recognized over a weighted-average period of 2.2 years. The Company's policy is to account for forfeitures of stock-based compensation awards as they occur. The total fair value of stock options that vested during the year ended September 30, 2021 was $11,763.

Commitments and Contingencies

12 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Leases

The Company utilizes office space and equipment under operating leases. Rent expense under these leases amounted to $4,400, $2,820 and $2,302 during the years ended September 30, 2021, 2020 and 2019, respectively. Refer to Note 12 for further discussion and a table of the future minimum payments under these leases.

Minimum Processing Commitments

The Company has non-exclusive agreements with several processors to provide its services related to transaction processing and transmittal, transaction authorization and data capture, and access to various reporting tools. Certain of these agreements require the Company to submit a minimum monthly number of transactions for processing. If the Company submits a number of transactions that is lower than the minimum, it is required to pay to the processor the fees it would have received if it had submitted the required minimum number of transactions. As of September 30, 2021, such minimum fee commitments were as follows:


Years ending September 30:
2022	$	3,912
2023	2,690
2024	450
2025	—
2026	—
Thereafter	—
Total	$	7,052

Loan to Third Party Sales Organization

The Company has conditionally committed to a future buyout of the third party's business at the earlier of (a) the 60th day following the date upon which the founder of the third party sales organization dies or becomes disabled or (b) the 60th day following July 1, 2023. The buyout amount is dependent on certain financial metrics but is capped at $29,000, which would be net of repayment of the secured loans. The buyout also contains certain provisions to provide additional consideration of up to $9,000, in the aggregate, to be paid based on the achievement of specified financial performance targets, following the buyout. As the eventual financial metrics are not known, the amount of the buyout transaction as well as the additional consideration are not able to be estimated at this time.

Litigation

With respect to all legal, regulatory and governmental proceedings, and in accordance with ASC 450-20, Contingencies—Loss Contingencies, the Company considers the likelihood of a negative outcome. If the Company determines the likelihood of a negative outcome with respect to any such matter is probable and the amount of the loss can be reasonably estimated, the Company records an accrual for the estimated amount of loss for the expected outcome of the matter. If the likelihood of a negative outcome with respect to material matters is reasonably possible and the Company is able to determine an estimate of the amount of possible loss or a range of loss, whether in excess of a related accrued liability or where there is no accrued liability, the Company discloses the estimate of the amount of possible loss or range of loss. However, the Company in some instances may be unable to estimate an amount of possible loss or range of loss based on the significant uncertainties involved in, or the preliminary nature of, the matter, and in these instances the Company will disclose the nature of the contingency and describe why the Company is unable to determine an estimate of possible loss or range of loss.

In addition, the Company is involved in ordinary course legal proceedings, which include all claims, lawsuits, investigations and proceedings, including unasserted claims, which are probable of being asserted, arising in the ordinary course of business and otherwise not described below. The Company has considered all such ordinary course legal proceedings in formulating its disclosures and assessments. After taking into consideration the evaluation of such legal matters by the Company's legal counsel, the Company's management believes at this time such matters will not have a material impact on the Company's consolidated balance sheet, results of operations or cash flows.

S&S Litigation

On June 2, 2021, the State of Louisiana, Division of Administration (the “State”) and a putative class of Louisiana law enforcement districts filed a Petition (as amended on October 4, 2021, the “Petition”), in the 19th Judicial District Court for the Parish of East Baton Rouge against i3-Software & Services, LLC (“S&S”), a subsidiary of the Company located in Shreveport, Louisiana, the Company, i3 Verticals, LLC, the current leader of the S&S business, the former leader of the S&S business, and 1120 South Pointe Properties, LLC (“South Pointe”), the former owner of the assets of the S&S business. The Petition was amended on October 4, 2021 to add a putative class of Louisiana sheriffs (the “Sheriffs”) and subsequently removed to the United States District Court for the Middle District of Louisiana. See State of Louisiana, by and through its Division of Administration, East Baton Rouge Parish Law Enforcement District, by and through the duly elected East Baton Rouge Parish Sheriff, Sid J. Gautreaux, III, et. al., individually and as class representatives vs. i3-Software & Services, LLC; 1120 South Pointe Properties, LLC, formerly known as Software and Services of Louisiana, L.L.C.; i3 Verticals, Inc.; i3 Verticals, LLC; Gregory R. Teeters; and Scott Carrington. The Petition seeks monetary damages for the cost of network remediation of $15,000 purportedly spent by the State and $7,000 purportedly spent by the Sheriffs, return of purchase prices, potential additional expenses related to remediation and any obligation to notify parties of an alleged data breach as and if required by applicable law, and reasonable attorneys’ fees. The claimed damages relate to a third-party remote access software product used in connection with services provided by S&S to certain Louisiana Parish law enforcement districts and alleged inadequacies in the Company’s cybersecurity practices.

The assets of the S&S business were acquired from South Pointe by the Company in 2018 for $17,000, including upfront cash consideration and subsequent cash consideration, and provides software and payments services within the Company’s Public Sector vertical to local government agencies almost exclusively in Louisiana.

The Company is unable to predict the outcome of this litigation. While we do not believe that this matter will have a material adverse effect on our business or financial condition, we cannot give assurance that this matter will not have a material effect on our results of operations for the period in which it is resolved.

The Company is also aware of a related investigation led by the U.S. Department of Justice (“DOJ”). The Company produced documents in response to subpoenas and made employees available for interviews by the government and otherwise cooperated fully with this investigation. The Company believes that the investigation was focused on unauthorized access to certain S&S customers’ internal networks by unknown third parties. On September 10, 2021, the DOJ informed the Company that the investigation was concluded with respect to the Company and that no criminal charges would be brought against the Company.

Other

The Company's subsidiary CP-PS, LLC has certain indemnification obligations in favor of FDS Holdings, Inc. related to the acquisition of certain assets of Merchant Processing Solutions, LLC in February 2014. The Company has incurred expenses related to these indemnification obligations in prior periods and may have additional expenses in the future. However, after taking into consideration the evaluation of such matters by the Company’s legal counsel, the Company’s management believes at this time that the anticipated outcome of any existing or potential indemnification liabilities related to this matter will not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

Related Party Transactions	12 Months Ended
Related Party Transactions	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	RELATED PARTY TRANSACTIONSIn April 2016, the Company entered into a purchase agreement to purchase certain assets of Axia, LLC. On April 29, 2016, the Company entered into a Processing Services Agreement (the “AxiaMed Agreement”) with Axia Technologies, LLC (which has since been incorporated as Axia Technologies, Inc., doing business as AxiaMed (“AxiaMed”)), an entity controlled by the previous owner of Axia, LLC. Under the AxiaMed Agreement, the Company agreed to provide processing services for certain merchants as designated by AxiaMed from time to time. In accordance with ASC 606-10-55, revenue from the processing services is recognized net of interchange, residual expense and other fees. In March 2021, the Company became aware of an observable price change in the AxiaMed equity investment, due to a planned third party acquisition of AxiaMed. This resulted in an increase of $2,353 to the fair value of the AxiaMed investment at March 31, 2021, which the Company recognized in other income. On April 1, 2021, AxiaMed was sold to a third party and the Company received $2,453 for its investment in AxiaMed. Greg Daily, the Company’s chief executive officer; Clay Whitson, the Company’s chief financial officer; and the Company no longer have ownership interest in AxiaMed following the sale. The Company earned net revenues related to the AxiaMed Agreement of $117, $95 and $81 during the years ended September 30, 2021, 2020 and 2019 respectively. In connection with our IPO, we entered into a Tax Receivable Agreement with certain non-controlling interest holders that provides for the payment by the Company to the Continuing Equity Owners of 85% of the amount of certain tax benefits, if any, that it actually realizes, or in some circumstances, is deemed to realize in its tax reporting, as a result of (i) future redemptions funded by the Company or exchanges, or deemed exchanges in certain circumstances, of Common Units of i3 Verticals, LLC for Class A common stock of i3 Verticals, Inc. or cash, and (ii) certain additional tax benefits attributable to payments made under the Tax Receivable Agreement. See Note 11 for further information. As of September 30, 2021, the total amount due under the Tax Receivable Agreement was $39,122.

Segments

12 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Segments

SEGMENTS

The Company determines its operating segments based on ASC 280, Segment Reporting, how the chief operating decision making group monitors and manages the performance of the business and the level at which financial information is reviewed. The Company’s operating segments are strategic business units that offer different products and services.

The Company's core business is delivering seamless integrated payment and software solutions to SMBs and organizations in strategic vertical markets. This is accomplished through the Merchant Services and Proprietary Software and Payments segments.

The Merchant Services segment provides comprehensive payment solutions to businesses and organizations. The Merchant Services segment includes third-party integrated payment solutions as well as merchant of record payment services across the Company's strategic vertical markets.

The Proprietary Software and Payments segment delivers solutions, including embedded payments, to the Company's clients through company-owned software. Payments are delivered through both the payment facilitator model and the traditional merchant processing model.

The Other category includes corporate overhead expenses, when presenting reportable segment information.

Effective July 1, 2020, the Company reassigned a component from the Proprietary Software and Payments segment to the Merchant Services segment to better align the Company's segments with its business operations.

The prior period comparatives reflected in the tables below have been retroactively adjusted to reflect the Company's current segment presentation.

The Company primarily uses processing margin to measure operating performance. The following is a summary of reportable segment operating performance for the years ended September 30, 2021, 2020 and 2019.


	As of and for the Year ended September 30, 2021
	Merchant Services		Proprietary Software and Payments		Other		Total
Revenue	$	111,870	$	114,433	$	(2,179)	$	224,124
Other costs of services	(51,234)		(8,610)		2,138		(57,706)
Residuals	29,842		1,147		(2,071)		28,918
Processing margin	$	90,478	$	106,970	$	(2,112)	$	195,336

Residuals							28,918
Selling general and administrative							134,872
Depreciation and amortization							24,418
Change in fair value of contingent consideration							7,140
Loss from operations							$	(12)

Total assets	$	208,560	$	382,014	$	61,226	$	651,800
Goodwill	$	119,086	$	173,157	$	—	$	292,243


	As of and for the Year ended September 30, 2020
	Merchant Services		Proprietary Software and Payments		Other		Total
Revenue	$	100,949	$	50,953	$	(1,768)	$	150,134
Other costs of services	(43,940)		(5,057)		1,767		(47,230)
Residuals	21,618		587		(1,757)		20,448
Processing margin	$	78,627	$	46,483	$	(1,758)	$	123,352

Residuals							20,448
Selling general and administrative							78,323
Depreciation and amortization							18,217
Change in fair value of contingent consideration							(1,409)
Income from operations							$	7,773

Total assets	$	206,769	$	139,107	$	57,650	$	403,526
Goodwill	$	115,982	$	71,023	$	—	$	187,005


	As of and for the Year ended September 30, 2019
	Merchant Services		Proprietary Software and Payments		Other		Total
Revenue	$	338,968	$	37,339	$	—	$	376,307
Interchange and network fees	(236,170)		(6,697)		—		(242,867)
Other costs of services	(41,487)		(2,750)		—		(44,237)
Residuals	17,058		605		—		17,663
Processing margin	$	78,369	$	28,497	$	—	$	106,866

Residuals							17,663
Selling general and administrative							62,860
Depreciation and amortization							16,564
Change in fair value of contingent consideration							3,389
Income from operations							$	6,390

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]

Non-Controlling Interest

12 Months Ended

Sep. 30, 2021

Noncontrolling Interest [Abstract]

Non-Controlling Interest

NON-CONTROLLING INTEREST

i3 Verticals, Inc. is the sole managing member of i3 Verticals, LLC and as a result, consolidates the financial results of i3 Verticals, LLC and reports a non-controlling interest representing the Common Units of i3 Verticals, LLC held by the Continuing Equity Owners. Changes in i3 Verticals, Inc.’s ownership interest in i3 Verticals, LLC while i3 Verticals, Inc. retains its controlling interest in i3 Verticals, LLC will be accounted for as equity transactions. As such, future redemptions or direct exchanges of Common Units of i3 Verticals, LLC by the Continuing Equity Owners will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in capital when i3 Verticals, LLC has positive or negative net assets, respectively.

As of September 30, 2021, and 2020, respectively, i3 Verticals, Inc. owned 22,026,098 and 18,864,143 of i3 Verticals, LLC's Common Units, representing a 68.3% and 61.3% economic ownership interest in i3 Verticals, LLC.

The following table summarizes the impact on equity due to changes in the Company's ownership interest in i3 Verticals, LLC:


	Year ended September 30,
	2021		2020		2019
Net (loss) income attributable to non-controlling interest	$	(3,382)	$	(560)	$	3,608
Transfers to (from) non-controlling interests:
Distributions to non-controlling interest holders	—		(3)		(2,060)
Redemption of common units in i3 Verticals, LLC	(11,714)		(5,080)		(12,077)
Adjustment related to prior periods	—		2,730		—
Cumulative effect of adoption of new accounting standard	—		640		—
Allocation of equity to non-controlling interests	15,337		24,495		—
Net transfers to (from) non-controlling interests	3,623		22,782		(14,137)
Change from net income attributable to non-controlling interests and transfers to (from) non-controlling interests	$	241	$	22,222	$	(10,529)

During the year ended September 30, 2020, the Company corrected for immaterial misstatements of equity between the Company and non-controlling interest related to its June 2019 Secondary Public Offering by increasing non-controlling interest and reducing additional paid-in capital. This adjustment related to immaterial errors associated with the ownership percentage change used in the underlying calculation giving effect to the offering.

Earnings Per Share

12 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Earnings Per Share

EARNINGS PER SHARE

Basic earnings per share of Class A common stock is computed by dividing net income available to i3 Verticals, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income available to i3 Verticals, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

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.

Since the Company expects to settle the principal amount of its outstanding Exchangeable Notes in cash and any excess in cash or shares of the Company's Class A common stock, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company's Class A common stock for a given period exceeds the exchange price of $40.87 per share for the Exchangeable Notes.

The Warrants sold in connection with the issuance of the Exchangeable Notes are considered to be dilutive when the average price of the Company's Class A common stock during the period exceeds the Warrants' stock price of $62.88 per share. The effect of the additional shares that may be issued upon exercise of the Warrants will be included in the weighted average shares of Class A common stock outstanding—diluted using the treasury stock method. The Note Hedge Transactions purchased in connection with the issuance of the Exchangeable Notes are considered to be anti-dilutive and therefore do not impact our calculation of diluted net income per share. Refer to Note 10 for further discussion regarding the Exchangeable Notes.

Shares of the Company's Class B common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented.

Significant Non-cash Transactions

12 Months Ended

Sep. 30, 2021

Significant Non-cash Transactions

SIGNIFICANT NON-CASH TRANSACTIONS

The Company engaged in the following significant non-cash investing and financing activities during the years ended September 30, 2021, 2020, and 2019:


	Year ended September 30,
	2021		2020		2019
Restricted Class A common stock issued as part of acquisition purchase consideration (Note 4)	$	35,245	$	—	$	225
Acquisition date fair value of contingent consideration in connection with business combinations	$	22,577	$	4,748	$	13,032
Replacement of the 2017 Senior Secured Credit Facility with the Senior Secured Credit Facility	$	—	$	—	$	100,229
Debt issuance costs and accrued interest financed with proceeds from the 2019 Senior Secured Credit Facility	$	—	$	—	$	1,271
Right-of-use assets obtained in exchange for operating lease obligations	$	16,879	$	—	$	—

Quarterly Information (Unaudited)

12 Months Ended

Sep. 30, 2021

Quarterly Financial Information Disclosure [Abstract]

Quarterly Information (Unaudited)

QUARTERLY INFORMATION (UNAUDITED)

The tables below present summarized unaudited quarterly results of operations for the year ended September 30, 2021. Management believes that all necessary adjustments have been included in the amounts stated below for a fair presentation of the results of operations for the periods presented when read in conjunction with the consolidated financial statements for the year ended September 30, 2021. As described in Note 2, the Company early adopted ASU 2021-08 effective October 1, 2020, and applied the amendments retrospectively to all business combinations for which the acquisition date occurred on or October 1, 2020. Results of operations for the quarterly periods within the year ended September 30, 2021 reflect the adoption of ASU 2021-08. Results of operations for quarterly periods prior to October 1, 2020 remain unchanged as a result of the adoption of ASU 2021-08 and are therefore not included in the table below. Results of operations for a particular quarter are not necessarily indicative of results of operations for an annual period and are not predictive of future periods.


	Quarter ended
	December 31,		March 31,		June 30,		September 30,
Fiscal Year 2021:
Revenue	$	44,621	$	49,197	$	63,129	$	67,177
(Loss) income from operations	$	(1,003)	$	1,199	$	(835)	$	627
(Loss) income before income taxes	$	(3,032)	$	1,194	$	(3,539)	$	(1,839)
Net (loss) income attributable to i3 Verticals, Inc.	$	(1,998)	$	1,303	$	(3,280)	$	(482)
Basic net (loss) income per share attributable to i3 Verticals, Inc.(1)	$	(0.10)	$	0.06	$	(0.15)	$	(0.02)
Diluted net loss per share attributable to i3 Verticals, Inc.(2)(3)	$	(0.10)	$	0.04	$	(0.15)	$	(0.05)

____________________

1.Basic net (loss) income per share excludes 18,869, 4,925 and 2,949 shares of restricted Class A common stock from the calculation for the quarters ended December 31, 2020, March 31, 2021, and June 30, 2021, respectively.

2.For the quarters ended December 31, 2020, and March 31, June 30, and 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.11,668,199 and 10,229,142 shares of weighted average Class B common stock for the quarters ended December 31, 2020, and June 30, 2021, respectively, along with the reallocation of net income assuming conversion of these shares, were excluded from the calculation of diluted earnings per share of Class A common stock because the effect would have been anti-dilutive,

b.1,251,600, 1,760,997, 2,100,833 and 3,129,422 options to purchase shares of Class A common stock for the quarters ended December 31, 2020, and March 31, June 30, and September 30, 2021, respectively, 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.1,212,584, 1,678,774 and 1,296,584 shares of Class A common stock for the quarters ended December 31, 2020, June 30, and September 30, 2021, respectively, resulting from estimated stock option exercises as calculated by the treasury stock method, and 18,869 and 2,949 shares of restricted Class A common stock for the quarters ended December 31, 2020, and June 30, 2021, respectively, were excluded because the effect of including them would have been anti-dilutive.

3.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.

The following tables present the material impacts of adoption of ASU 2021-08 on the Company's consolidated statements of operations for each quarterly period:


	Three months ended June 30, 2021
	As reported		Adjustment		Presentation with adoption of ASU 2021-08
Revenue	$	61,964	$	1,165	$	63,129
(Benefit from) provision for income taxes	$	(110)	$	772	$	662
Net loss	$	(4,594)	$	393	$	(4,201)
Net loss attributable to non-controlling interest	$	(1,286)	$	365	$	(921)
Net loss attributable to i3 Verticals, Inc.	$	(3,308)	$	28	$	(3,280)

Net loss per share attributable to Class A common stockholders:
Basic	$	(0.15)	$	0.00	$	(0.15)
Diluted	$	(0.15)	$	0.00	$	(0.15)


	Three months ended March 31, 2021
	As reported		Adjustment		Presentation with adoption of ASU 2021-08
Revenue	$	47,863	$	1,334	$	49,197
Benefit from income taxes	$	(87)	$	(49)	$	(136)
Net (loss) income	$	(53)	$	1,383	$	1,330
Net (loss) income attributable to non-controlling interest	$	(493)	$	520	$	27
Net income attributable to i3 Verticals, Inc.	$	440	$	863	$	1,303

Net income (loss) per share attributable to Class A common stockholders:
Basic	$	0.02	$	0.04	$	0.06
Diluted	$	0.00	$	0.04	$	0.04


	Three months ended December 31, 2020
	As reported		Adjustment		Presentation with adoption of ASU 2021-08
Revenue	$	43,313	$	1,308	$	44,621
Benefit from income taxes	$	(219)	$	209	$	(10)
Net loss	$	(4,121)	$	1,099	$	(3,022)
Net loss attributable to non-controlling interest	$	(1,549)	$	525	$	(1,024)
Net loss attributable to i3 Verticals, Inc.	$	(2,572)	$	574	$	(1,998)

Net loss per share attributable to Class A common stockholders:
Basic	$	(0.13)	$	0.03	$	(0.10)
Diluted	$	(0.13)	$	0.03	$	(0.10)

Subsequent Events	12 Months Ended
Subsequent Events	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	SUBSEQUENT EVENTS Recent Acquisitions Subsequent to September 30, 2021, the Company completed the acquisition of a business within the Company’s Healthcare vertical which provides comprehensive revenue cycle management and related administrative and consulting services for hospitals, including academic teaching institutions with residents, practice groups and healthcare providers primarily in the southeast. Total purchase consideration for the business included $60,000 in cash and revolving line of credit proceeds, and an amount of contingent consideration, which is still being valued. Certain provisions in the purchase agreements provide for additional consideration of up to $8,000, in the aggregate, to be paid based upon the achievement of specified financial performance targets, as defined in the purchase agreements, through no later than September 2023. The Company is in process of determining the acquisition date fair values of the liabilities for the contingent consideration based on discounted cash flow analyses. In each subsequent reporting period, the Company will reassess its current estimates of performance relative to the targets and adjust the contingent liabilities to their fair values through earnings. The effect of the acquisition will be included in the consolidated statements of operations beginning October 1, 2021. The Company is still evaluating the allocations of the preliminary purchase consideration and pro forma results of operations.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

Principles of Consolidation These consolidated financial statements include the accounts of the Company and its subsidiary companies. All significant intercompany accounts and transactions have been eliminated in consolidation

Cash and Cash Equivalents

Cash and Cash Equivalents For purposes of reporting cash flows, the Company considers cash on hand, checking accounts, and savings accounts to be cash and cash equivalents. At times, the balance in these accounts may exceed federal insured limits. Cash equivalents are defined as financial instruments readily transferrable into cash with an original maturity less than 90 days.

Restricted Cash

Restricted Cash Restricted cash represents funds held-on-deposit with processing banks pursuant to agreements to cover potential merchant losses. It is presented as long-term assets on the accompanying consolidated balance sheets since the related agreements extend beyond the next twelve months. Following the adoption of Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows: Restricted Cash (Topic 230), the Company includes restricted cash along with the cash and cash equivalents balance for presentation in the consolidated statements of cash flows.

Accounts Receivable and Credit Policies

Accounts Receivable and Credit Policies Accounts receivable consist primarily of uncollateralized credit card processing residual payments due from processing banks requiring payment within thirty days following the end of each month. Accounts receivable also include amounts due from the sales of the Company’s technology solutions to its customers. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts, if necessary, which reflects management’s best estimate of the amounts that will not be collected. The allowance is estimated based on management’s knowledge of its customers, historical loss experience and existing economic conditions. Accounts receivable and the allowance are written-off when, in management’s opinion, all collection efforts have been exhausted.Notes Receivable Notes receivable consist of loans made to unrelated entities. Notes receivable were $4,695 and $1,195 at September 30, 2021 and 2020, respectively, and are included within other assets on the accompanying consolidated balance sheets.

Settlement Assets and Obligations

Settlement Assets and ObligationsSettlement assets and obligations result when funds are temporarily held or owed by the Company on behalf of merchants, consumers, schools, and other institutions. Timing differences, interchange expense, merchant reserves and exceptional items cause differences between the amount received from the card networks and the amount funded to counterparties. These balances arising in the settlement process are reflected as settlement assets and obligations on the accompanying consolidated balance sheets. With the exception of merchant reserves, settlement assets or settlement obligations are generally collected and paid within one to four days.

Inventories

Inventories Inventories consist of point-of-sale equipment to be sold to customers and are stated at the lower of cost, determined on a weighted average basis, or net realizable value.

Property and Equipment

Capitalized Software

Acquisitions

The operating results of an acquisition are included in the consolidated statements of operations from the date of such acquisition.

Valuation of Contingent Consideration

Intangible Assets

Income Taxes

presented within accrued expenses and other current liabilities and other long-term liabilities on the Company's consolidated balance sheets, respectively.

Classification of Financial Instruments

Classification of Financial Instruments The Company classifies certain financial instruments issued as either equity or as liabilities. Determination of classification is based upon the underlying properties of the instrument.

Revenue Recognition and Deferred Revenue

•Payments — Includes discount fees, gateway fees and other related fixed transaction or service fees.

•Other — Includes sales of equipment, non-software related professional services and other revenues.


	For the year ended September 30, 2021
	Merchant Services		Proprietary Software and Payments		Other		Total
Payments revenue	$	92,325	$	29,451	$	(2,095)	$	119,681
Software and related services revenue	11,872		75,736		(18)		87,590
Other revenue	7,673		9,246		(66)		16,853
Total revenue	$	111,870	$	114,433	$	(2,179)	$	224,124


	For the year ended September 30, 2020
	Merchant Services		Proprietary Software and Payments		Other		Total
Payments revenue	$	82,913	$	19,359	$	(1,757)	$	100,515
Software and related services revenue	10,203		26,634		—		36,837
Other revenue	7,833		4,960		(11)		12,782
Total revenue	$	100,949	$	50,953	$	(1,768)	$	150,134

•Revenue transferred over time — Includes discount fees, gateway fees, sales of SaaS and ongoing support contract revenue.

•Revenue transferred at a point in time — Includes fixed service fees, software licenses sold as functional intellectual property, professional services and other equipment.


	For the year ended September 30, 2021
	Merchant Services		Proprietary Software and Payments		Other		Total
Revenue earned over time	$	83,203	$	76,367	$	(2,003)	$	157,567
Revenue earned at a point in time	28,667		38,066		(176)		66,557
Total revenue	$	111,870	$	114,433	$	(2,179)	$	224,124


	For the year ended September 30, 2020
	Merchant Services		Proprietary Software and Payments		Other		Total
Revenue earned over time	$	72,800	$	35,222	$	(1,743)	$	106,279
Revenue earned at a point in time	28,149		15,731		(25)		43,855
Total revenue	$	100,949	$	50,953	$	(1,768)	$	150,134

Contract Assets

As of September 30, 2021 and September 30, 2020, the Company’s contract assets from contracts with customers was $1,505 and $0, respectively

Contract Liabilities

The following table presents the changes in deferred revenue as of and for the year ended September 30, 2021:


Balance at September 30, 2019	$	10,237
Deferral of revenue	22,963
Recognition of unearned revenue	(22,146)
Balance at September 30, 2020	$	11,054
Deferral of revenue	29,966
Recognition of unearned revenue	(10,996)
Balance at September 30, 2021	$	30,024

Costs to Obtain and Fulfill a Contract

Interchange and Network Fees

Other Cost of Services

The Company accounts for all governmental taxes associated with revenue transactions on a net basis.

Selling General and Administrative

Selling General and AdministrativeSelling general and administrative include all personnel costs such as salaries, benefits, bonuses, stock based compensation and commissions, as well as marketing and advertising costs, contractor services, legal and other professional services fees, software and technological services, rental expenses and other general expenses.

Advertising and Promotion Costs

Advertising and promotion costs are expensed as incurred.

Equity-based Compensation

The Company accounts for grants of equity awards to employees in accordance with ASC 718, Compensation—Stock Compensation. This standard requires compensation expense to be measured based on

the estimated fair value of the share-based awards on the date of grant and recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.

Use of Estimates

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

recognized on the balance sheet prior to the initial application of ASC 842. Refer to Note 12 for further information.


	As of September 30, 2021
	Excluding impacts of adoption of ASU 2021-08		Adjustment		Presentation with adoption of ASU 2021-08
Assets
Goodwill	$	287,448	$	4,795	$	292,243
Deferred tax asset	$	50,619	$	(627)	$	49,992
Liabilities and equity
Liabilities
Current liabilities
Accrued expenses and other current liabilities	$	50,779	$	36	$	50,815
Deferred revenue	$	29,567	$	295	$	29,862
Long-term tax receivable agreement obligations	$	39,131	$	(9)	$	39,122
Stockholders' equity
Additional paid-in-capital	$	211,044	$	193	$	211,237
Accumulated deficit	$	(8,813)	$	2,333	$	(6,480)
Non-controlling interest	$	83,511	$	1,320	$	84,831

The following tables present the material impacts of adoption of ASU 2021-08 on the Company's consolidated statements of operations for the year ended September 30, 2021:


	Year ended September 30, 2021
	Excluding impacts of adoption of ASU 2021-08		Adjustment		Presentation with adoption of ASU 2021-08
Revenue	$	219,624	$	4,500	$	224,124
Provision for income taxes	$	71	$	552	$	623
Net loss	$	(11,787)	$	3,948	$	(7,839)
Net loss attributable to non-controlling interest	$	(4,997)	$	1,615	$	(3,382)
Net loss attributable to i3 Verticals, Inc.	$	(6,790)	$	2,333	$	(4,457)

Net loss per share attributable to Class A common stockholders:
Basic	$	(0.32)	$	0.11	$	(0.21)
Diluted	$	(0.33)	$	0.11	$	(0.22)

The adoption of ASU 2021-08 did not have a material impact on the results of the Company’s cash flows for the year ended September 30, 2021 or the interim periods therein.

Recently Issued Accounting Pronouncements Not Yet Adopted

Fair Value Measurement

Level 1 — Quoted prices for identical instruments in active markets.

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in active exchange markets.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Schedule of Disaggregation of Revenue

•Payments — Includes discount fees, gateway fees and other related fixed transaction or service fees.

•Other — Includes sales of equipment, non-software related professional services and other revenues.


	For the year ended September 30, 2021
	Merchant Services		Proprietary Software and Payments		Other		Total
Payments revenue	$	92,325	$	29,451	$	(2,095)	$	119,681
Software and related services revenue	11,872		75,736		(18)		87,590
Other revenue	7,673		9,246		(66)		16,853
Total revenue	$	111,870	$	114,433	$	(2,179)	$	224,124


	For the year ended September 30, 2020
	Merchant Services		Proprietary Software and Payments		Other		Total
Payments revenue	$	82,913	$	19,359	$	(1,757)	$	100,515
Software and related services revenue	10,203		26,634		—		36,837
Other revenue	7,833		4,960		(11)		12,782
Total revenue	$	100,949	$	50,953	$	(1,768)	$	150,134

•Revenue transferred over time — Includes discount fees, gateway fees, sales of SaaS and ongoing support contract revenue.

•Revenue transferred at a point in time — Includes fixed service fees, software licenses sold as functional intellectual property, professional services and other equipment.


	For the year ended September 30, 2021
	Merchant Services		Proprietary Software and Payments		Other		Total
Revenue earned over time	$	83,203	$	76,367	$	(2,003)	$	157,567
Revenue earned at a point in time	28,667		38,066		(176)		66,557
Total revenue	$	111,870	$	114,433	$	(2,179)	$	224,124


	For the year ended September 30, 2020
	Merchant Services		Proprietary Software and Payments		Other		Total
Revenue earned over time	$	72,800	$	35,222	$	(1,743)	$	106,279
Revenue earned at a point in time	28,149		15,731		(25)		43,855
Total revenue	$	100,949	$	50,953	$	(1,768)	$	150,134

Schedule of Contract with Customer, Asset and Liability

The following table presents the changes in deferred revenue as of and for the year ended September 30, 2021:


Balance at September 30, 2019	$	10,237
Deferral of revenue	22,963
Recognition of unearned revenue	(22,146)
Balance at September 30, 2020	$	11,054
Deferral of revenue	29,966
Recognition of unearned revenue	(10,996)
Balance at September 30, 2021	$	30,024

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

The following tables present the material impacts of adopting ASU 2021-08 on the Company's consolidated balance sheets as of September 30, 2021:


	As of September 30, 2021
	Excluding impacts of adoption of ASU 2021-08		Adjustment		Presentation with adoption of ASU 2021-08
Assets
Goodwill	$	287,448	$	4,795	$	292,243
Deferred tax asset	$	50,619	$	(627)	$	49,992
Liabilities and equity
Liabilities
Current liabilities
Accrued expenses and other current liabilities	$	50,779	$	36	$	50,815
Deferred revenue	$	29,567	$	295	$	29,862
Long-term tax receivable agreement obligations	$	39,131	$	(9)	$	39,122
Stockholders' equity
Additional paid-in-capital	$	211,044	$	193	$	211,237
Accumulated deficit	$	(8,813)	$	2,333	$	(6,480)
Non-controlling interest	$	83,511	$	1,320	$	84,831

The following tables present the material impacts of adoption of ASU 2021-08 on the Company's consolidated statements of operations for the year ended September 30, 2021:


	Year ended September 30, 2021
	Excluding impacts of adoption of ASU 2021-08		Adjustment		Presentation with adoption of ASU 2021-08
Revenue	$	219,624	$	4,500	$	224,124
Provision for income taxes	$	71	$	552	$	623
Net loss	$	(11,787)	$	3,948	$	(7,839)
Net loss attributable to non-controlling interest	$	(4,997)	$	1,615	$	(3,382)
Net loss attributable to i3 Verticals, Inc.	$	(6,790)	$	2,333	$	(4,457)

Net loss per share attributable to Class A common stockholders:
Basic	$	(0.32)	$	0.11	$	(0.21)
Diluted	$	(0.33)	$	0.11	$	(0.22)

The following tables present the material impacts of adoption of ASU 2021-08 on the Company's consolidated statements of operations for each quarterly period:


	Three months ended June 30, 2021
	As reported		Adjustment		Presentation with adoption of ASU 2021-08
Revenue	$	61,964	$	1,165	$	63,129
(Benefit from) provision for income taxes	$	(110)	$	772	$	662
Net loss	$	(4,594)	$	393	$	(4,201)
Net loss attributable to non-controlling interest	$	(1,286)	$	365	$	(921)
Net loss attributable to i3 Verticals, Inc.	$	(3,308)	$	28	$	(3,280)

Net loss per share attributable to Class A common stockholders:
Basic	$	(0.15)	$	0.00	$	(0.15)
Diluted	$	(0.15)	$	0.00	$	(0.15)


	Three months ended March 31, 2021
	As reported		Adjustment		Presentation with adoption of ASU 2021-08
Revenue	$	47,863	$	1,334	$	49,197
Benefit from income taxes	$	(87)	$	(49)	$	(136)
Net (loss) income	$	(53)	$	1,383	$	1,330
Net (loss) income attributable to non-controlling interest	$	(493)	$	520	$	27
Net income attributable to i3 Verticals, Inc.	$	440	$	863	$	1,303

Net income (loss) per share attributable to Class A common stockholders:
Basic	$	0.02	$	0.04	$	0.06
Diluted	$	0.00	$	0.04	$	0.04


	Three months ended December 31, 2020
	As reported		Adjustment		Presentation with adoption of ASU 2021-08
Revenue	$	43,313	$	1,308	$	44,621
Benefit from income taxes	$	(219)	$	209	$	(10)
Net loss	$	(4,121)	$	1,099	$	(3,022)
Net loss attributable to non-controlling interest	$	(1,549)	$	525	$	(1,024)
Net loss attributable to i3 Verticals, Inc.	$	(2,572)	$	574	$	(1,998)

Net loss per share attributable to Class A common stockholders:
Basic	$	(0.13)	$	0.03	$	(0.10)
Diluted	$	(0.13)	$	0.03	$	(0.10)

Acquisitions (Tables)

12 Months Ended

Sep. 30, 2021

Schedule of Pro Forma Information

This supplemental pro forma


	Year ended September 30,
	2021		2020
Revenue	$	249,333	$	227,190
Net loss	$	(7,595)	$	(2,042)

2019 Business Combinations

Schedule of Preliminary Purchase Consideration of the Acquired Assets and Assumed Liabilities

The fair values assigned to certain assets and liabilities assumed, as of the acquisition dates, during the year ended September 30, 2019 were as follows:


	Pace		Other		Total
Cash and cash equivalents	$	108	$	4,453	$	4,561
Accounts receivable	545		4,907		5,452
Settlement assets	—		18		18
Inventories	45		61		106
Prepaid expenses and other current assets	59		483		542
Property and equipment	527		1,929		2,456
Capitalized software	3,400		9,440		12,840
Acquired merchant relationships	13,400		34,480		47,880
Exclusivity Agreements	—		—		—
Non-compete agreements	60		150		210
Trade name	500		1,540		2,040
Goodwill	35,589		47,483		83,072
Other assets	2,622		2		2,624
Total assets acquired	56,855		104,946		161,801

Accounts payable	722		369		1,091
Accrued expenses and other current liabilities	56		2,284		2,340
Settlement obligations	—		18		18
Deferred revenue, current	24		2,698		2,722
Other long-term liabilities	—		690		690
Net assets acquired	$	56,053	$	98,887	$	154,940

2020 Business Combinations

Schedule of Preliminary Purchase Consideration of the Acquired Assets and Assumed Liabilities

The fair values assigned to certain assets and liabilities assumed, as of the acquisition dates, during the year ended September 30, 2020 were as follows:


Cash and cash equivalents	$	313
Accounts receivable	846
Prepaid expenses and other current assets	54
Property and equipment	122
Capitalized software	1,970
Acquired merchant relationships	11,900
Non-compete agreements	90
Trade name	300
Goodwill	20,213
Other assets	17
Total assets acquired	35,825

Accounts payable	168
Accrued expenses and other current liabilities	635
Deferred revenue, current	200
Other long-term liabilities	2,194
Net assets acquired	$	32,628

2021 Business Combinations

Schedule of Preliminary Purchase Consideration of the Acquired Assets and Assumed Liabilities

The fair values assigned to certain assets and liabilities assumed, as of the acquisition dates, during the year ended September 30, 2021 were as follows:


	BIS		ImageSoft, Inc.		Other		Total
Accounts receivable	$	1,567	$	4,997	$	3,216	$	9,780
Settlement assets	6,889		120		—		7,009
Inventories	458		—		161		619
Prepaid expenses and other current assets	10		2,897		2,036		4,943
Property and equipment	206		433		312		951
Capitalized software	15,200		5,200		4,100		24,500
Acquired merchant relationships	32,300		16,300		24,040		72,640
Non-compete agreements	100		610		390		1,100
Trade name	700		1,100		840		2,640
Goodwill	46,660		22,408		35,906		104,974
Operating lease right-of-use assets	—		332		472		804
Other assets	—		6		32		38
Total assets acquired	104,090		54,403		71,505		229,998

Accrued expenses and other current liabilities	138		910		1		1,049
Settlement obligations	6,889		120		—		7,009
Deferred revenue, current	1,568		6,748		5,505		13,821
Current portion of operating lease liabilities	—		75		221		296
Operating lease liabilities, less current portion	—		250		251		501
Net assets acquired	$	95,495	$	46,300	$	65,527	$	207,322

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Sep. 30, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

A summary of the Company's prepaid expenses and other current assets as of September 30, 2021 and 2020 is as follows:


	2021		2020
Inventory	$	2,220	$	1,309
Prepaid licenses	4,646		157
Prepaid insurance	1,074		1,466
Other current assets	3,274		1,937
Prepaid expenses and other current assets	$	11,214	$	4,869

Property and Equipment, Net (Tables)

12 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

A summary of the Company's property and equipment as of September 30, 2021 and 2020 is as follows:


	Estimated Useful Life	2021		2020
Computer equipment and software(1)	2 to 7 years	$	2,982	$	2,382
Furniture and fixtures	2 to 7 years	2,125		1,867
Terminals	2 to 3 years	945		584
Office equipment	2 to 5 years	1,173		942
Automobiles	3 years	481		366
Leasehold improvements	2 to 7 years	2,788		2,194
Accumulated depreciation		(4,592)		(2,996)
Property and equipment, net		$	5,902	$	5,339

____________________

1.Includes computer software of $707 and $694 as of September 30, 2021 and 2020, respectively.

Capitalized Software, Net (Tables)

12 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Capitalized Computer Software

A summary of the Company's capitalized software as of September 30, 2021 and 2020 is as follows:


	Estimated Useful Life	2021		2020
Software development costs	1 to 7 years	$	46,417	$	21,485
Development in progress		6,612		2,638
Accumulated amortization		(11,658)		(7,134)
Capitalized software, net		$	41,371	$	16,989

Goodwill and Intangible Assets (Tables)

12 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amount of Goodwill

Changes in the carrying amount of goodwill are as follows:


	Merchant Services		Proprietary Software and Payments		Other		Total
Balance at September 30, 2019	$	117,334	$	50,950	$	—	$	168,284
Goodwill reassigned in segment realignment(1)	(419)		419		—		—
Goodwill attributable to preliminary purchase price adjustments and acquisition activity during the year ended September 30, 2020	(933)		19,654		—		18,721
Balance at September 30, 2020	115,982		71,023		—		187,005
Goodwill attributable to preliminary purchase price adjustments and acquisition activity during the year ended September 30, 2021	3,104		102,134		—		105,238
Balance at September 30, 2021	$	119,086	$	173,157	$	—	$	292,243

____________________

Schedule of Finite-Lived Intangible Assets

Intangible assets consisted of the following as of September 30, 2021:


	Cost		Accumulated Amortization		Carrying Value		Amortization Life and Method
Finite-lived intangible assets:
Merchant relationships	$	227,211	$	(65,815)	$	161,396	10 to 25 years – accelerated or straight-line
Non-compete agreements	2,878		(1,907)		971		3 to 6 years – straight-line
Website and brand development costs	240		(133)		107		3 to 4 years – straight-line
Trade names	6,320		(2,668)		3,652		3 to 7 years – straight-line
Residual buyouts	6,718		(1,407)		5,311		8 years – straight-line
Referral and exclusivity agreements	800		(573)		227		5 years – straight-line
Total finite-lived intangible assets	244,167		(72,503)		171,664

Indefinite-lived intangible assets:
Trademarks	42		—		42
Total identifiable intangible assets	$	244,209	$	(72,503)	$	171,706

Intangible assets consisted of the following as of September 30, 2020:


	Cost		Accumulated Amortization		Carrying Value		Amortization Life and Method
Finite-lived intangible assets:
Merchant relationships	$	154,571	$	(53,388)	$	101,183	12 to 20 years – accelerated or straight-line
Non-compete agreements	1,700		(851)		849		2 to 5 years – straight-line
Website development costs	215		(65)		150		3 to 4 years – straight-line
Trade names	3,880		(1,538)		2,342		3 to 7 years – straight-line
Residual buyouts	5,373		(1,172)		4,201		2 to 8 years – straight-line
Referral and exclusivity agreements	900		(434)		466		5 to 10 years – straight-line
Total finite-lived intangible assets	166,639		(57,448)		109,191

Indefinite-lived intangible assets:
Trademarks	42		—		42
Total identifiable intangible assets	166,681		(57,448)		109,233

Schedule of Indefinite-Lived Intangible Assets

Intangible assets consisted of the following as of September 30, 2021:


	Cost		Accumulated Amortization		Carrying Value		Amortization Life and Method
Finite-lived intangible assets:
Merchant relationships	$	227,211	$	(65,815)	$	161,396	10 to 25 years – accelerated or straight-line
Non-compete agreements	2,878		(1,907)		971		3 to 6 years – straight-line
Website and brand development costs	240		(133)		107		3 to 4 years – straight-line
Trade names	6,320		(2,668)		3,652		3 to 7 years – straight-line
Residual buyouts	6,718		(1,407)		5,311		8 years – straight-line
Referral and exclusivity agreements	800		(573)		227		5 years – straight-line
Total finite-lived intangible assets	244,167		(72,503)		171,664

Indefinite-lived intangible assets:
Trademarks	42		—		42
Total identifiable intangible assets	$	244,209	$	(72,503)	$	171,706

Intangible assets consisted of the following as of September 30, 2020:


	Cost		Accumulated Amortization		Carrying Value		Amortization Life and Method
Finite-lived intangible assets:
Merchant relationships	$	154,571	$	(53,388)	$	101,183	12 to 20 years – accelerated or straight-line
Non-compete agreements	1,700		(851)		849		2 to 5 years – straight-line
Website development costs	215		(65)		150		3 to 4 years – straight-line
Trade names	3,880		(1,538)		2,342		3 to 7 years – straight-line
Residual buyouts	5,373		(1,172)		4,201		2 to 8 years – straight-line
Referral and exclusivity agreements	900		(434)		466		5 to 10 years – straight-line
Total finite-lived intangible assets	166,639		(57,448)		109,191

Indefinite-lived intangible assets:
Trademarks	42		—		42
Total identifiable intangible assets	166,681		(57,448)		109,233

Schedule of Future Amortization Expense of Finite-lived Intangible Assets


2022	$	15,360
2023	14,501
2024	13,519
2025	13,237
2026	12,842
Thereafter	102,205
	$	171,664

Accrued Expenses and Other Liabilities (Tables)

12 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Summary of Accrued Expenses and Other Current Liabilities

A summary of the Company's accrued expenses and other current liabilities as of September 30, 2021 and 2020 is as follows:


	2021		2020
Accrued wages, bonuses, commissions and vacation	$	6,649	$	3,867
Accrued interest	271		141
Accrued contingent consideration — current portion	25,768		10,062
Escrow liabilities	9,067		4,363
Customer deposits	1,913		1,828
Employee health self-insurance liability	1,032		—
Other current liabilities	6,115		3,803
Accrued expenses and other current liabilities	$	50,815	$	24,064

Summary of Long-term Liabilities

A summary of the Company's long-term liabilities as of September 30, 2021 and 2020 is as follows:


	2021		2020
Accrued contingent consideration — long-term portion	$	10,461	$	2,972
Deferred tax liability — long-term	3,280		2,212
Other long-term liabilities	270		956
Total other long-term liabilities	$	14,011	$	6,140

Long-Term Debt, Net (Tables)

12 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Summary of Long-term Debt

A summary of long-term debt, net as of September 30, 2021 and September 30, 2020 is as follows:


	Maturity	2021		2020
Revolving lines of credit to banks under the Senior Secured Credit Facility	May 9, 2024	$	104,396	$	—
1.0% Exchangeable Senior Notes due 2025	February 15, 2025	99,808		95,325
Debt issuance costs, net		(3,599)		(4,567)
Total long-term debt, net of issuance costs		$	200,605	$	90,758

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Schedule of Components of Income Tax Expense

Income Taxes (Tables)

12 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]


	Year ended September 30,
	2021		2020		2019
Current:
Federal tax (benefit) expense	$	(35)	$	(34)	$	220
State tax expense	945		446		189
Deferred:
Federal tax benefit	(285)		(3,018)		(487)
State tax benefit	(2)		(189)		(99)
Income tax expense (benefit)	$	623	$	(2,795)	$	(177)

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of income tax expense from operations computed at the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	Year ended September 30,
	2021				2020				2019
Expected U.S. federal income taxes at statutory rate	$	(1,519)	21.1	%	$	(792)	21.0	%	$	81	21.0	%
Partnership income not taxed at federal level	29		(0.4)	%	85		(2.3)	%	(1,007)		(260.9)	%
Valuation allowance	712		(9.9)	%	(2,694)		71.4	%	251		65.0	%
State and local income taxes, net of federal benefit	552		(7.6)	%	244		(6.5)	%	104		26.9	%
Nondeductible expenses and other permanent items	85		(1.2)	%	496		(13.1)	%	582		150.8	%
Revaluation of debt and other debt transaction differences	609		(8.4)	%	222		(5.9)	%	(189)		(49.0)	%
Change in liability for uncertain tax positions	(83)		1.2	%	108		(2.9)	%	—		—	%
Federal tax credits	240		(3.3)	%	(431)		11.4	%	—		—	%
Other	(2)		—	%	(33)		0.9	%	1		0.3	%
Income tax expense (benefit)	$	623	(8.6)	%	$	(2,795)	74.1	%	$	(177)	(45.9)	%

Schedule of Deferred Tax Assets and Liabilities

Net deferred taxes spanning multiple jurisdictions as of September 30, 2021 and 2020 were as follows:


	September 30,
	2021		2020
Deferred tax assets:
Investment in partnership	$	57,080	$	47,897
Stock-based compensation	1,714		1,187
Deferred revenue	561		525
Accrued expenses	232		181
Net operating loss carryforwards	13,441		10,969
Section 163j carryforward	1,828		2,498
Federal tax credits	661		901
Operating lease liabilities	638		—
Other	75		73
Gross deferred tax assets	76,230		64,231
Valuation allowance	(20,269)		(20,230)

Deferred tax liabilities:
Intangible assets	$	(8,308)	$	(9,167)
Operating lease right of use assets	(620)		—
Other	(321)		(291)
Net deferred tax asset	$	46,712	$	34,543

Summary of Components of Uncertain Tax Positions

The components of the Company’s liability for uncertain tax benefits are as follows:


Gross unrecognized tax benefits as of September 30, 2019	$	—
Increase in current year tax positions	108
Increase in prior year tax positions	76
Settlements and other reductions	—
Gross unrecognized tax benefits as of September 30, 2020	184
Increase in current year tax positions	—
Increase in prior year tax positions	—
Settlements and other reductions	$	76
Gross unrecognized tax benefits as of September 30, 2021	$	108

Leases (Tables)

12 Months Ended

Sep. 30, 2021

Leases [Abstract]

Schedule of Maturities of Lease Liabilities

As of September 30, 2021, maturities of lease liabilities are as follows:


Years ending September 30:
2022	$	4,014
2023	3,451
2024	2,840
2025	2,405
2026	1,737
Thereafter	3,469
Total future minimum lease payments (undiscounted)(1)	17,916
Less: present value discount	(2,755)
Present value of lease liability	$	15,161

_________________________

Schedule of Approximate Future Minimum Rental Payments for Operating Leases

A summary of approximate future minimum payments for leases under ASC 840 as of September 30, 2020, was as follows:


Years ending September 30:
2021	$	2,726
2022	2,397
2023	2,096
2024	1,469
2025	968
Thereafter	1,221
Total	$	10,877

Fair Value Measurements (Tables)

12 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of Changes in Level 3 Financial Instruments Measured on a Recurring Basis

The following tables present the changes in the Company's Level 3 financial instruments that are measured at fair value on a recurring basis.


	Accrued Contingent Consideration
Balance at September 30, 2019	$	18,226
Contingent consideration accrued at time of business combination	4,748
Change in fair value of contingent consideration included in Operating expenses	(1,409)
Contingent consideration paid	(8,531)
Balance at September 30, 2020	$	13,034
Contingent consideration accrued at time of business combination	22,577
Change in fair value of contingent consideration included in Operating expenses	7,140
Contingent consideration paid	(6,522)
Balance at September 30, 2021	$	36,229

Equity-Based Compensation (Tables)

12 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Summary of Equity-Based Compensation Expense

A summary of equity-based compensation expense recognized during the years ended September 30, 2021, 2020 and 2019 is as follows:


	Year ended September 30,
	2021		2020		2019
Stock options	$	20,860	$	10,452	$	6,124

Schedule of Fair Value of Stock Option Awards


	September 30, 2021		September 30, 2020
Expected volatility(1)	59.7	%	28.5	%
Expected dividend yield(2)	—	%	—	%
Expected term(3)	6 years		6 years
Risk-free interest rate(4)	0.7	%	1.2	%

_________________

2.The Company has assumed a dividend yield of zero as management has no plans to declare dividends in the foreseeable future.

4.The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term.

Summary of Stock Option Activity

A summary of stock option activity for the year ended September 30, 2021 is as follows:


	Stock Options	Weighted Average Exercise Price
Outstanding at beginning of period	5,210,566	$	21.73
Granted	3,179,472	29.88
Exercised	(548,277)	17.04
Forfeited	(294,139)	28.00
Outstanding at end of period	7,547,622	$	25.26

Commitments and Contingencies (Tables)

12 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Minimum Fee Commitments

As of September 30, 2021, such minimum fee commitments were as follows:


Years ending September 30:
2022	$	3,912
2023	2,690
2024	450
2025	—
2026	—
Thereafter	—
Total	$	7,052

Segments (Tables)

12 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Summary of Reportable Segment Performance


	As of and for the Year ended September 30, 2021
	Merchant Services		Proprietary Software and Payments		Other		Total
Revenue	$	111,870	$	114,433	$	(2,179)	$	224,124
Other costs of services	(51,234)		(8,610)		2,138		(57,706)
Residuals	29,842		1,147		(2,071)		28,918
Processing margin	$	90,478	$	106,970	$	(2,112)	$	195,336

Residuals							28,918
Selling general and administrative							134,872
Depreciation and amortization							24,418
Change in fair value of contingent consideration							7,140
Loss from operations							$	(12)

Total assets	$	208,560	$	382,014	$	61,226	$	651,800
Goodwill	$	119,086	$	173,157	$	—	$	292,243


	As of and for the Year ended September 30, 2020
	Merchant Services		Proprietary Software and Payments		Other		Total
Revenue	$	100,949	$	50,953	$	(1,768)	$	150,134
Other costs of services	(43,940)		(5,057)		1,767		(47,230)
Residuals	21,618		587		(1,757)		20,448
Processing margin	$	78,627	$	46,483	$	(1,758)	$	123,352

Residuals							20,448
Selling general and administrative							78,323
Depreciation and amortization							18,217
Change in fair value of contingent consideration							(1,409)
Income from operations							$	7,773

Total assets	$	206,769	$	139,107	$	57,650	$	403,526
Goodwill	$	115,982	$	71,023	$	—	$	187,005


	As of and for the Year ended September 30, 2019
	Merchant Services		Proprietary Software and Payments		Other		Total
Revenue	$	338,968	$	37,339	$	—	$	376,307
Interchange and network fees	(236,170)		(6,697)		—		(242,867)
Other costs of services	(41,487)		(2,750)		—		(44,237)
Residuals	17,058		605		—		17,663
Processing margin	$	78,369	$	28,497	$	—	$	106,866

Residuals							17,663
Selling general and administrative							62,860
Depreciation and amortization							16,564
Change in fair value of contingent consideration							3,389
Income from operations							$	6,390

Noncontrolling Interest (Tables)

12 Months Ended

Sep. 30, 2021

Noncontrolling Interest [Abstract]

Summary of Ownership Interest

The following table summarizes the impact on equity due to changes in the Company's ownership interest in i3 Verticals, LLC:


	Year ended September 30,
	2021		2020		2019
Net (loss) income attributable to non-controlling interest	$	(3,382)	$	(560)	$	3,608
Transfers to (from) non-controlling interests:
Distributions to non-controlling interest holders	—		(3)		(2,060)
Redemption of common units in i3 Verticals, LLC	(11,714)		(5,080)		(12,077)
Adjustment related to prior periods	—		2,730		—
Cumulative effect of adoption of new accounting standard	—		640		—
Allocation of equity to non-controlling interests	15,337		24,495		—
Net transfers to (from) non-controlling interests	3,623		22,782		(14,137)
Change from net income attributable to non-controlling interests and transfers to (from) non-controlling interests	$	241	$	22,222	$	(10,529)

Earnings Per Share (Tables)

12 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

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.

Significant Non-cash Transactions (Tables)

12 Months Ended

Sep. 30, 2021

Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]

Schedule of Significant Noncash Transactions

The Company engaged in the following significant non-cash investing and financing activities during the years ended September 30, 2021, 2020, and 2019:


	Year ended September 30,
	2021		2020		2019
Restricted Class A common stock issued as part of acquisition purchase consideration (Note 4)	$	35,245	$	—	$	225
Acquisition date fair value of contingent consideration in connection with business combinations	$	22,577	$	4,748	$	13,032
Replacement of the 2017 Senior Secured Credit Facility with the Senior Secured Credit Facility	$	—	$	—	$	100,229
Debt issuance costs and accrued interest financed with proceeds from the 2019 Senior Secured Credit Facility	$	—	$	—	$	1,271
Right-of-use assets obtained in exchange for operating lease obligations	$	16,879	$	—	$	—

Quarterly Information (Unaudited) (Tables)

12 Months Ended

Sep. 30, 2021

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information


	Quarter ended
	December 31,		March 31,		June 30,		September 30,
Fiscal Year 2021:
Revenue	$	44,621	$	49,197	$	63,129	$	67,177
(Loss) income from operations	$	(1,003)	$	1,199	$	(835)	$	627
(Loss) income before income taxes	$	(3,032)	$	1,194	$	(3,539)	$	(1,839)
Net (loss) income attributable to i3 Verticals, Inc.	$	(1,998)	$	1,303	$	(3,280)	$	(482)
Basic net (loss) income per share attributable to i3 Verticals, Inc.(1)	$	(0.10)	$	0.06	$	(0.15)	$	(0.02)
Diluted net loss per share attributable to i3 Verticals, Inc.(2)(3)	$	(0.10)	$	0.04	$	(0.15)	$	(0.05)

____________________

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

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

The following tables present the material impacts of adopting ASU 2021-08 on the Company's consolidated balance sheets as of September 30, 2021:


	As of September 30, 2021
	Excluding impacts of adoption of ASU 2021-08		Adjustment		Presentation with adoption of ASU 2021-08
Assets
Goodwill	$	287,448	$	4,795	$	292,243
Deferred tax asset	$	50,619	$	(627)	$	49,992
Liabilities and equity
Liabilities
Current liabilities
Accrued expenses and other current liabilities	$	50,779	$	36	$	50,815
Deferred revenue	$	29,567	$	295	$	29,862
Long-term tax receivable agreement obligations	$	39,131	$	(9)	$	39,122
Stockholders' equity
Additional paid-in-capital	$	211,044	$	193	$	211,237
Accumulated deficit	$	(8,813)	$	2,333	$	(6,480)
Non-controlling interest	$	83,511	$	1,320	$	84,831

The following tables present the material impacts of adoption of ASU 2021-08 on the Company's consolidated statements of operations for the year ended September 30, 2021:


	Year ended September 30, 2021
	Excluding impacts of adoption of ASU 2021-08		Adjustment		Presentation with adoption of ASU 2021-08
Revenue	$	219,624	$	4,500	$	224,124
Provision for income taxes	$	71	$	552	$	623
Net loss	$	(11,787)	$	3,948	$	(7,839)
Net loss attributable to non-controlling interest	$	(4,997)	$	1,615	$	(3,382)
Net loss attributable to i3 Verticals, Inc.	$	(6,790)	$	2,333	$	(4,457)

Net loss per share attributable to Class A common stockholders:
Basic	$	(0.32)	$	0.11	$	(0.21)
Diluted	$	(0.33)	$	0.11	$	(0.22)

The following tables present the material impacts of adoption of ASU 2021-08 on the Company's consolidated statements of operations for each quarterly period:


	Three months ended June 30, 2021
	As reported		Adjustment		Presentation with adoption of ASU 2021-08
Revenue	$	61,964	$	1,165	$	63,129
(Benefit from) provision for income taxes	$	(110)	$	772	$	662
Net loss	$	(4,594)	$	393	$	(4,201)
Net loss attributable to non-controlling interest	$	(1,286)	$	365	$	(921)
Net loss attributable to i3 Verticals, Inc.	$	(3,308)	$	28	$	(3,280)

Net loss per share attributable to Class A common stockholders:
Basic	$	(0.15)	$	0.00	$	(0.15)
Diluted	$	(0.15)	$	0.00	$	(0.15)


	Three months ended March 31, 2021
	As reported		Adjustment		Presentation with adoption of ASU 2021-08
Revenue	$	47,863	$	1,334	$	49,197
Benefit from income taxes	$	(87)	$	(49)	$	(136)
Net (loss) income	$	(53)	$	1,383	$	1,330
Net (loss) income attributable to non-controlling interest	$	(493)	$	520	$	27
Net income attributable to i3 Verticals, Inc.	$	440	$	863	$	1,303

Net income (loss) per share attributable to Class A common stockholders:
Basic	$	0.02	$	0.04	$	0.06
Diluted	$	0.00	$	0.04	$	0.04


	Three months ended December 31, 2020
	As reported		Adjustment		Presentation with adoption of ASU 2021-08
Revenue	$	43,313	$	1,308	$	44,621
Benefit from income taxes	$	(219)	$	209	$	(10)
Net loss	$	(4,121)	$	1,099	$	(3,022)
Net loss attributable to non-controlling interest	$	(1,549)	$	525	$	(1,024)
Net loss attributable to i3 Verticals, Inc.	$	(2,572)	$	574	$	(1,998)

Net loss per share attributable to Class A common stockholders:
Basic	$	(0.13)	$	0.03	$	(0.10)
Diluted	$	(0.13)	$	0.03	$	(0.10)

Organization and Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 15, 2020	Jun. 10, 2019	Jun. 25, 2018	Sep. 30, 2021	Sep. 30, 2020
i3Verticals, LLC
Subsidiary, Sale of Stock [Line Items]
Non-controlling interest, ownership interest (percent)				68.30%	61.30%
Continuing Equity Owner
Subsidiary, Sale of Stock [Line Items]
Shareholders ownership interest (percent)				32.30%
Class A Common Stock \| Continuing Equity Owner
Subsidiary, Sale of Stock [Line Items]
Shareholders ownership interest (percent)				0.60%
Class B Common Stock \| Continuing Equity Owner
Subsidiary, Sale of Stock [Line Items]
Shareholders ownership interest (percent)				31.70%
IPO
Subsidiary, Sale of Stock [Line Items]
Shares issued (shares)			7,647,500
Public offering price (in USD per share)			$ 13
Net proceeds from IPO			$ 92,500
Secondary Public Offering \| i3Verticals, LLC
Subsidiary, Sale of Stock [Line Items]
Net proceeds from IPO		$ 20,870
Common units, purchased (in units)		1,000,000
Secondary Public Offering \| Continuing Equity Owner
Subsidiary, Sale of Stock [Line Items]
Common units, purchased (in units)		4,165,527
Secondary Public Offering \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Shares issued (shares)		5,165,527
Public offering price (in USD per share)		$ 22.75
Net proceeds from IPO		$ 111,640
Underwriters exercised option to purchase additional shares (shares)		673,764
Primary Public Offering \| i3Verticals, LLC
Subsidiary, Sale of Stock [Line Items]
Net proceeds from IPO	$ 72,018
Common units, purchased (in units)	3,250,000
Primary Public Offering \| Continuing Equity Owner
Subsidiary, Sale of Stock [Line Items]
Common units, purchased (in units)	487,500
Primary Public Offering \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Shares issued (shares)	3,737,500
Public offering price (in USD per share)	$ 23.5
Net proceeds from IPO	$ 83,400
Underwriters exercised option to purchase additional shares (shares)	487,500

Summary of Significant Accounting Policies (Details)

12 Months Ended

Oct. 01, 2020

USD ($)

Sep. 30, 2021

USD ($)

reportable_unit

Sep. 30, 2020

USD ($)

Sep. 30, 2019

USD ($)

Oct. 01, 2019

USD ($)

Sep. 30, 2018

USD ($)

Allowance for doubtful accounts

$ 181,000

$ 310,000

Settlement assets

4,768,000

Settlement obligations

4,768,000

Inventory

2,220,000

1,309,000

Impairment charges

$ 0

Estimated useful life

3 years

Notes receivable, fair value disclosure

$ 4,695,000

1,195,000

Revenue from acquisitions

57,819,000

Net income

6,530,000

Goodwill impairment

$ 0

Number of reporting units | reportable_unit

Amortization expense of intangible assets

$ 15,830,000

12,414,000

12,394,000

Impairment of intangible assets, excluding goodwill

Contract with customer, asset, before allowance for credit loss

1,505,000,000

Capitalized contract cost, gross

3,851,000

3,140,000

Advertising expense

2,623,000

1,813,000

1,443,000

Equity-based compensation expense

20,860,000

10,452,000

6,124,000

Benefit from income taxes

(623,000)

2,795,000

177,000

Cumulative increase to equity

289,591,000

240,168,000

142,441,000

$ 112,198,000

Cumulative increase to accumulated earnings

(6,480,000)

(2,023,000)

Cumulative increase to non-controlling interest

84,831,000

84,590,000

Operating lease right-of-use assets

^[1]

242,867,000

14,479,000

Operating lease liabilities, less current portion

11,960,000

Increase (decrease) in prepaid expense and other assets

$ 202,000

1,564,000

984,000

817,000

Accrued expenses and other current liabilities

869,000

10,453,000

1,575,000

1,572,000

Operating Expense

Cumulative Effect, Period of Adoption, Adjustment

244,097,000

242,867,000

Cumulative increase to equity

1,345,000

$ 1,345,000

Cumulative increase to accumulated earnings

705,000

Cumulative increase to non-controlling interest

$ 640,000

Operating lease right-of-use assets

9,093,000

Operating lease liabilities, less current portion

$ 9,760,000

Class B Common Stock

Reduction in the benefit from income taxes

235,000

Increase to net loss

3,728,000

Reduction in company's net loss

3,493,000

Intangible Assets, Amortization Period

Amortization expense of intangible assets

$ 533,000

398,000

$ 1,290,000

Change in Accounting Method Accounted for as Change in Estimate

Change in valuation allowance for deferred tax assets

2,668,000

Benefit from income taxes

$ (2,668,000)

[1]

Summary of Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019
Concentration Risk [Line Items]
Revenue	$ 224,124	$ 150,134	$ 376,307
Revenue earned over time
Concentration Risk [Line Items]
Revenue	157,567	106,279
Revenue earned at a point in time
Concentration Risk [Line Items]
Revenue	66,557	43,855
Merchant Services
Concentration Risk [Line Items]
Revenue	111,870	100,949	338,968
Merchant Services \| Revenue earned over time
Concentration Risk [Line Items]
Revenue	83,203	72,800
Merchant Services \| Revenue earned at a point in time
Concentration Risk [Line Items]
Revenue	28,667	28,149
Proprietary Software and Payments
Concentration Risk [Line Items]
Revenue	114,433	50,953	37,339
Proprietary Software and Payments \| Revenue earned over time
Concentration Risk [Line Items]
Revenue	76,367	35,222
Proprietary Software and Payments \| Revenue earned at a point in time
Concentration Risk [Line Items]
Revenue	38,066	15,731
Other
Concentration Risk [Line Items]
Revenue	(2,179)	(1,768)	$ 0
Other \| Revenue earned over time
Concentration Risk [Line Items]
Revenue	(2,003)	(1,743)
Other \| Revenue earned at a point in time
Concentration Risk [Line Items]
Revenue	(176)	(25)
Payments revenue
Concentration Risk [Line Items]
Revenue	119,681	100,515
Payments revenue \| Merchant Services
Concentration Risk [Line Items]
Revenue	92,325	82,913
Payments revenue \| Proprietary Software and Payments
Concentration Risk [Line Items]
Revenue	29,451	19,359
Payments revenue \| Other
Concentration Risk [Line Items]
Revenue	(2,095)	(1,757)
Software and related services revenue
Concentration Risk [Line Items]
Revenue	87,590	36,837
Software and related services revenue \| Merchant Services
Concentration Risk [Line Items]
Revenue	11,872	10,203
Software and related services revenue \| Proprietary Software and Payments
Concentration Risk [Line Items]
Revenue	75,736	26,634
Software and related services revenue \| Other
Concentration Risk [Line Items]
Revenue	(18)	0
Other revenue
Concentration Risk [Line Items]
Revenue	16,853	12,782
Other revenue \| Merchant Services
Concentration Risk [Line Items]
Revenue	7,673	7,833
Other revenue \| Proprietary Software and Payments
Concentration Risk [Line Items]
Revenue	9,246	4,960
Other revenue \| Other
Concentration Risk [Line Items]
Revenue	$ (66)	$ (11)

Summary of Significant Accounting Policies - Changes in Deferred Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Contract with customer, Liability [Roll Forward]
Deferred revenue, beginning	$ 11,054	$ 10,237
Deferral of revenue	29,966	22,963
Recognition of unearned revenue	(10,996)	(22,146)
Deferred revenue, ending	$ 30,024	$ 11,054

Summary of Significant Accounting Policies - Impact of Adoption of ASC 606 and Adoption of ASU 2021-08 (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				12 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019
Assets
Goodwill	$ 292,243				$ 292,243	$ 187,005	$ 168,284
Deferred tax asset	49,992				49,992	36,755
Current liabilities
Accrued expenses and other current liabilities	50,815				50,815	24,064
Deferred revenue	29,862				29,862	10,986
Long-term tax receivable agreement obligations	39,122				39,122	27,565
Stockholders' equity
Additional paid-in-capital	211,237				211,237	157,598
Accumulated deficit	(6,480)				(6,480)	(2,023)
Non-controlling interest	84,831				84,831	84,590
Revenue					224,124	150,134	376,307
Provision for income taxes					623	(2,795)	(177)
Net loss					(7,839)	(979)	563
Net loss attributable to non-controlling interest					(3,382)	(560)	3,608
Net (loss) income attributable to i3 Verticals, Inc.	$ (482)	$ (3,280)	$ 1,303	$ (1,998)	$ (4,457)	$ (419)	$ (3,045)
Net loss per share attributable to Class A common stockholders:
Basic (in USD per share)	$ (0.02)	$ (0.15)	$ 0.06	$ (0.10)	$ (0.21)	$ (0.03)	$ (0.29)
Diluted (in USD per share)	$ (0.05)	$ (0.15)	$ 0.04	$ (0.10)	$ (0.22)	$ (0.03)	$ (0.29)
As reported
Assets
Goodwill	$ 287,448				$ 287,448
Deferred tax asset	50,619				50,619
Current liabilities
Accrued expenses and other current liabilities	50,779				50,779
Deferred revenue	29,567				29,567
Long-term tax receivable agreement obligations	39,131				39,131
Stockholders' equity
Additional paid-in-capital	211,044				211,044
Accumulated deficit	(8,813)				(8,813)
Non-controlling interest	83,511				83,511
Revenue		$ 61,964	$ 47,863	$ 43,313	219,624
Provision for income taxes		(110)	(87)	(219)	71
Net loss		(4,594)	(53)	(4,121)	(11,787)
Net loss attributable to non-controlling interest		(1,286)	(493)	(1,549)	(4,997)
Net (loss) income attributable to i3 Verticals, Inc.		$ (3,308)	$ 440	$ (2,572)	$ (6,790)
Net loss per share attributable to Class A common stockholders:
Basic (in USD per share)		$ (0.15)	$ 0.02	$ (0.13)	$ (0.32)
Diluted (in USD per share)		$ (0.15)	$ 0.00	$ (0.13)	$ (0.33)
Accounting Standards Update 2021-08
Assets
Goodwill	292,243				$ 292,243
Deferred tax asset	49,992				49,992
Current liabilities
Accrued expenses and other current liabilities	50,815				50,815
Deferred revenue	29,862				29,862
Long-term tax receivable agreement obligations	39,122				39,122
Stockholders' equity
Additional paid-in-capital	211,237				211,237
Accumulated deficit	(6,480)				(6,480)
Non-controlling interest	84,831				84,831
Revenue		$ 63,129	$ 49,197	$ 44,621	224,124
Provision for income taxes		662	(136)	(10)	623
Net loss		(4,201)	1,330	(3,022)	(7,839)
Net loss attributable to non-controlling interest		(921)	27	(1,024)	(3,382)
Net (loss) income attributable to i3 Verticals, Inc.		$ (3,280)	$ 1,303	$ (1,998)	$ (4,457)
Net loss per share attributable to Class A common stockholders:
Basic (in USD per share)		$ (0.15)	$ 0.06	$ (0.10)	$ (0.21)
Diluted (in USD per share)		$ (0.15)	$ 0.04	$ (0.10)	$ (0.22)
Accounting Standards Update 2021-08 \| Adjustment
Assets
Goodwill	4,795				$ 4,795
Deferred tax asset	(627)				(627)
Current liabilities
Accrued expenses and other current liabilities	36				36
Deferred revenue	295				295
Long-term tax receivable agreement obligations	(9)				(9)
Stockholders' equity
Additional paid-in-capital	193				193
Accumulated deficit	2,333				2,333
Non-controlling interest	$ 1,320				1,320
Revenue		$ 1,165	$ 1,334	$ 1,308	4,500
Provision for income taxes		772	(49)	209	552
Net loss		393	1,383	1,099	3,948
Net loss attributable to non-controlling interest		365	520	525	1,615
Net (loss) income attributable to i3 Verticals, Inc.		$ 28	$ 863	$ 574	$ 2,333
Net loss per share attributable to Class A common stockholders:
Basic (in USD per share)		$ 0.00	$ 0.04	$ 0.03	$ 0.11
Diluted (in USD per share)		$ 0.00	$ 0.04	$ 0.03	$ 0.11

Credit Risk and Other Concentrations (Details)	12 Months Ended
Credit Risk and Other Concentrations (Details)	Sep. 30, 2021 processing_bank
Risks and Uncertainties [Abstract]
Number of third party payment processors	6

Acquisitions - Additional Information (Details) $ in Thousands	12 Months Ended
	Sep. 30, 2021 USD ($) business	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)
Other
Finite-Lived Intangible Assets [Line Items]
Estimated amortization period	18 years
Number of businesses acquired	6
Other \| Proprietary Software and Payments
Finite-Lived Intangible Assets [Line Items]
Number of businesses acquired	5
Other \| Merchant Services Segment
Finite-Lived Intangible Assets [Line Items]
Number of businesses acquired	1
Residual buyouts
Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired \| $	$ 1,819	$ 1,788	$ 3,585
Estimated amortization period	8 years	8 years	7 years

Acquisitions - Schedule of Preliminary Purchase Consideration of the Acquired Assets and Assumed Liabilities (Details)				12 Months Ended
	Feb. 01, 2021 USD ($) shares	Nov. 17, 2020 USD ($)	May 31, 2019 USD ($)	Sep. 30, 2021 USD ($) business	Sep. 30, 2020 USD ($) business	Sep. 30, 2019 USD ($)
Business Acquisition [Line Items]
Goodwill increase due to finalized purchase price allocations				$ 105,238,000	$ 18,721,000
Goodwill				292,243,000	187,005,000	$ 168,284,000
Proprietary Software and Payments
Business Acquisition [Line Items]
Goodwill increase due to finalized purchase price allocations				102,134,000	19,654,000
Goodwill				173,157,000	71,023,000	50,950,000
Pace Payment Systems, Inc.
Business Acquisition [Line Items]
Total purchase consideration			$ 56,053,000
Proceeds from issuance of long-term debt used to fund the acquisition			52,492,000
Contingent cash consideration			$ 3,336,000
Estimated amortization period			15 years
Acquisition-related costs			$ 507,000			444,000
Potential additional consideration			20,000,000
Cash and cash equivalents						108,000
Accounts receivable						545,000
Settlement assets						0
Inventories						45,000
Prepaid expenses and other current assets						59,000
Property and equipment						527,000
Goodwill						35,589,000
Other assets						2,622,000
Total assets acquired						56,855,000
Accounts payable						722,000
Accrued expenses and other current liabilities						56,000
Settlement obligations						0
Deferred revenue, current						24,000
Other long-term liabilities						0
Net assets acquired						56,053,000
Other 2019 Business Combinations
Business Acquisition [Line Items]
Total purchase consideration						98,887,000
Proceeds from issuance of long-term debt used to fund the acquisition						89,191,000
Contingent cash consideration						$ 9,696,000
Estimated amortization period						16 years
Acquisition-related costs						$ 1,299,000
Potential additional consideration						34,900,000
Cash and cash equivalents						4,453,000
Accounts receivable						4,907,000
Settlement assets						18,000
Inventories						61,000
Prepaid expenses and other current assets						483,000
Property and equipment						1,929,000
Goodwill						47,483,000
Other assets						2,000
Total assets acquired						104,946,000
Accounts payable						369,000
Accrued expenses and other current liabilities						2,284,000
Settlement obligations						18,000
Deferred revenue, current						2,698,000
Other long-term liabilities						690,000
Net assets acquired						98,887,000
2019 Business Combinations
Business Acquisition [Line Items]
Cash and cash equivalents						4,561,000
Accounts receivable						5,452,000
Settlement assets						18,000
Inventories						106,000
Prepaid expenses and other current assets						542,000
Property and equipment						2,456,000
Goodwill						83,072,000
Other assets						2,624,000
Total assets acquired						161,801,000
Accounts payable						1,091,000
Accrued expenses and other current liabilities						2,340,000
Settlement obligations						18,000
Deferred revenue, current						2,722,000
Other long-term liabilities						690,000
Net assets acquired						154,940,000
2020 Business Combinations
Business Acquisition [Line Items]
Total purchase consideration					32,633,000
Proceeds from issuance of long-term debt used to fund the acquisition					27,885,000
Contingent cash consideration					$ 4,748,000
Estimated amortization period					16 years
Acquisition-related costs					$ 547,000
Potential additional consideration					$ 18,600,000
Adjustment to current assets				137,000
Goodwill increase due to finalized purchase price allocations				265,000
Adjustment to liabilities				(407,000)
Number of businesses acquired \| business					3
Cash and cash equivalents					$ 313,000
Accounts receivable					846,000
Prepaid expenses and other current assets					54,000
Property and equipment					122,000
Goodwill					20,213,000
Other assets					17,000
Total assets acquired					35,825,000
Accounts payable					168,000
Accrued expenses and other current liabilities					635,000
Deferred revenue, current					200,000
Other long-term liabilities					2,194,000
Net assets acquired					$ 32,628,000
BIS
Business Acquisition [Line Items]
Total purchase consideration	$ 95,495,000
Proceeds from issuance of long-term debt used to fund the acquisition	$ 52,500,000
Estimated amortization period	19 years
Acquisition-related costs	$ 374,000
Potential additional consideration	16,000,000
Business combination, contingent consideration, liability	7,750,000
Accounts receivable				1,567,000
Settlement assets				6,889,000
Inventories				458,000
Prepaid expenses and other current assets				10,000
Property and equipment				206,000
Goodwill				46,660,000
Operating lease right-of-use assets				0
Other assets				0
Total assets acquired				104,090,000
Accrued expenses and other current liabilities				138,000
Settlement obligations				6,889,000
Deferred revenue, current				1,568,000
Current portion of operating lease liabilities				0
Operating lease liabilities, less current portion				0
Net assets acquired				95,495,000
ImageSoft, Inc.
Business Acquisition [Line Items]
Total purchase consideration		$ 46,300,000
Proceeds from issuance of long-term debt used to fund the acquisition		$ 40,000,000
Estimated amortization period		19 years
Acquisition-related costs		$ 403,000
Potential additional consideration		20,000,000
Business combination, contingent consideration, liability		$ 6,300,000
Accounts receivable				4,997,000
Settlement assets				120,000
Inventories				0
Prepaid expenses and other current assets				2,897,000
Property and equipment				433,000
Goodwill				22,408,000
Operating lease right-of-use assets				332,000
Other assets				6,000
Total assets acquired				54,403,000
Accrued expenses and other current liabilities				910,000
Settlement obligations				120,000
Deferred revenue, current				6,748,000
Current portion of operating lease liabilities				75,000
Operating lease liabilities, less current portion				250,000
Net assets acquired				46,300,000
Other
Business Acquisition [Line Items]
Total purchase consideration				65,527,000
Proceeds from issuance of long-term debt used to fund the acquisition				$ 57,000,000
Estimated amortization period				18 years
Acquisition-related costs				$ 1,083,000
Potential additional consideration				50,200,000
Business combination, contingent consideration, liability				$ 8,527,000
Number of businesses acquired \| business				6
Accounts receivable				$ 3,216,000
Settlement assets				0
Inventories				161,000
Prepaid expenses and other current assets				2,036,000
Property and equipment				312,000
Goodwill				35,906,000
Operating lease right-of-use assets				472,000
Other assets				32,000
Total assets acquired				71,505,000
Accrued expenses and other current liabilities				1,000
Settlement obligations				0
Deferred revenue, current				5,505,000
Current portion of operating lease liabilities				221,000
Operating lease liabilities, less current portion				251,000
Net assets acquired				$ 65,527,000
Other \| Proprietary Software and Payments
Business Acquisition [Line Items]
Number of businesses acquired \| business				5
Other \| Merchant Services Segment
Business Acquisition [Line Items]
Number of businesses acquired \| business				1
2021 Business Combinations
Business Acquisition [Line Items]
Number of businesses acquired \| business				8
Accounts receivable				$ 9,780,000
Settlement assets				7,009,000
Inventories				619,000
Prepaid expenses and other current assets				4,943,000
Property and equipment				951,000
Goodwill				104,974,000
Operating lease right-of-use assets				804,000
Other assets				38,000
Total assets acquired				229,998,000
Accrued expenses and other current liabilities				1,049,000
Settlement obligations				7,009,000
Deferred revenue, current				13,821,000
Current portion of operating lease liabilities				296,000
Operating lease liabilities, less current portion				501,000
Net assets acquired				207,322,000
Class A Common Stock \| Pace Payment Systems, Inc.
Business Acquisition [Line Items]
Common units issued to seller			$ 225,000
Class A Common Stock \| BIS
Business Acquisition [Line Items]
Common units issued to seller	$ 35,245,000
Business acquisition, equity interest issued or issuable, number of shares \| shares	1,202,914
Capitalized software \| Pace Payment Systems, Inc.
Business Acquisition [Line Items]
Estimated amortization period			7 years
Intangible assets						$ 3,400,000
Capitalized software \| Other 2019 Business Combinations
Business Acquisition [Line Items]
Estimated amortization period						6 years
Intangible assets						$ 9,440,000
Capitalized software \| 2019 Business Combinations
Business Acquisition [Line Items]
Intangible assets						12,840,000
Capitalized software \| 2020 Business Combinations
Business Acquisition [Line Items]
Estimated amortization period					7 years
Intangible assets					$ 1,970,000
Capitalized software \| BIS
Business Acquisition [Line Items]
Estimated amortization period	10 years
Intangible assets				15,200,000
Capitalized software \| ImageSoft, Inc.
Business Acquisition [Line Items]
Estimated amortization period		7 years
Intangible assets				$ 5,200,000
Capitalized software \| Other
Business Acquisition [Line Items]
Estimated amortization period				7 years
Intangible assets				$ 4,100,000
Capitalized software \| 2021 Business Combinations
Business Acquisition [Line Items]
Intangible assets				24,500,000
Acquired merchant relationships \| Pace Payment Systems, Inc.
Business Acquisition [Line Items]
Estimated amortization period			15 years
Intangible assets						13,400,000
Acquired merchant relationships \| Other 2019 Business Combinations
Business Acquisition [Line Items]
Intangible assets						34,480,000
Acquired merchant relationships \| 2019 Business Combinations
Business Acquisition [Line Items]
Intangible assets						47,880,000
Acquired merchant relationships \| 2020 Business Combinations
Business Acquisition [Line Items]
Intangible assets					$ 11,900,000
Acquired merchant relationships \| BIS
Business Acquisition [Line Items]
Estimated amortization period	19 years
Intangible assets				32,300,000
Acquired merchant relationships \| ImageSoft, Inc.
Business Acquisition [Line Items]
Estimated amortization period		20 years
Intangible assets				16,300,000
Acquired merchant relationships \| Other
Business Acquisition [Line Items]
Intangible assets				24,040,000
Acquired merchant relationships \| 2021 Business Combinations
Business Acquisition [Line Items]
Intangible assets				72,640,000
Exclusivity Agreements \| Pace Payment Systems, Inc.
Business Acquisition [Line Items]
Intangible assets						0
Exclusivity Agreements \| Other 2019 Business Combinations
Business Acquisition [Line Items]
Intangible assets						0
Exclusivity Agreements \| 2019 Business Combinations
Business Acquisition [Line Items]
Intangible assets						0
Non-compete agreements \| Pace Payment Systems, Inc.
Business Acquisition [Line Items]
Estimated amortization period			3 years
Intangible assets						$ 60,000
Non-compete agreements \| Other 2019 Business Combinations
Business Acquisition [Line Items]
Estimated amortization period						3 years
Intangible assets						$ 150,000
Non-compete agreements \| 2019 Business Combinations
Business Acquisition [Line Items]
Intangible assets						210,000
Non-compete agreements \| 2020 Business Combinations
Business Acquisition [Line Items]
Estimated amortization period					3 years
Intangible assets					$ 90,000
Non-compete agreements \| BIS
Business Acquisition [Line Items]
Estimated amortization period	3 years
Intangible assets				100,000
Non-compete agreements \| ImageSoft, Inc.
Business Acquisition [Line Items]
Estimated amortization period		3 years
Intangible assets				$ 610,000
Non-compete agreements \| Other
Business Acquisition [Line Items]
Estimated amortization period				3 years
Intangible assets				$ 390,000
Non-compete agreements \| 2021 Business Combinations
Business Acquisition [Line Items]
Intangible assets				1,100,000
Trade name \| Pace Payment Systems, Inc.
Business Acquisition [Line Items]
Estimated amortization period			5 years
Intangible assets						$ 500,000
Trade name \| Other 2019 Business Combinations
Business Acquisition [Line Items]
Estimated amortization period						5 years
Intangible assets						$ 1,540,000
Trade name \| 2019 Business Combinations
Business Acquisition [Line Items]
Intangible assets						$ 2,040,000
Trade name \| 2020 Business Combinations
Business Acquisition [Line Items]
Estimated amortization period					3 years
Intangible assets					$ 300,000
Trade name \| BIS
Business Acquisition [Line Items]
Estimated amortization period	5 years
Intangible assets				700,000
Trade name \| ImageSoft, Inc.
Business Acquisition [Line Items]
Estimated amortization period		5 years
Intangible assets				$ 1,100,000
Trade name \| Other
Business Acquisition [Line Items]
Estimated amortization period				3 years
Intangible assets				$ 840,000
Trade name \| 2021 Business Combinations
Business Acquisition [Line Items]
Intangible assets				$ 2,640,000
Minimum \| Acquired merchant relationships \| Other 2019 Business Combinations
Business Acquisition [Line Items]
Estimated amortization period						13 years
Minimum \| Acquired merchant relationships \| 2020 Business Combinations
Business Acquisition [Line Items]
Estimated amortization period					15 years
Minimum \| Acquired merchant relationships \| Other
Business Acquisition [Line Items]
Estimated amortization period				10 years
Maximum \| Acquired merchant relationships \| Other 2019 Business Combinations
Business Acquisition [Line Items]
Estimated amortization period						20 years
Maximum \| Acquired merchant relationships \| 2020 Business Combinations
Business Acquisition [Line Items]
Estimated amortization period					18 years
Maximum \| Acquired merchant relationships \| Other
Business Acquisition [Line Items]
Estimated amortization period				25 years

Acquisitions - Pro Forma Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Business Combinations [Abstract]
Revenue	$ 249,333	$ 227,190
Net loss	$ (7,595)	$ (2,042)

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Inventory	$ 2,220	$ 1,309
Prepaid licenses	4,646	157
Prepaid insurance	1,074	1,466
Other current assets	3,274	1,937
Prepaid expenses and other current assets	$ 11,214	$ 4,869

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019
Property, Plant and Equipment [Line Items]
Accumulated depreciation	$ (4,592)	$ (2,996)
Property and equipment, net	5,902	5,339
Depreciation expense	2,312	1,825	$ 1,195
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property and equipment	2,982	2,382
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment	2,125	1,867
Terminals
Property, Plant and Equipment [Line Items]
Property and equipment	945	584
Office equipment
Property, Plant and Equipment [Line Items]
Property and equipment	1,173	942
Automobiles
Property, Plant and Equipment [Line Items]
Property and equipment	$ 481	366
Estimated Useful Life	3 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,788	2,194
Computer Software
Property, Plant and Equipment [Line Items]
Property and equipment	$ 707	$ 694
Minimum \| Computer equipment and software
Property, Plant and Equipment [Line Items]
Estimated Useful Life	2 years
Minimum \| Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life	2 years
Minimum \| Terminals
Property, Plant and Equipment [Line Items]
Estimated Useful Life	2 years
Minimum \| Office equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life	2 years
Minimum \| Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated Useful Life	2 years
Maximum \| Computer equipment and software
Property, Plant and Equipment [Line Items]
Estimated Useful Life	7 years
Maximum \| Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life	7 years
Maximum \| Terminals
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Maximum \| Office equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Maximum \| Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated Useful Life	7 years

Capitalized Software, Net (Details) - USD ($)	12 Months Ended
Capitalized Software, Net (Details) - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019
Finite-Lived Intangible Assets [Line Items]
Amortization life	3 years
Accumulated amortization	$ (11,658,000)	$ (7,134,000)
Capitalized software, net	41,371,000	16,989,000
Software capitalized during the period	30,659,000	5,756,000
Amortization expense	6,276,000	3,978,000	$ 2,977,000
Capitalized software, written down value	0	0	$ 0
Software development costs
Finite-Lived Intangible Assets [Line Items]
Capitalized software	46,417,000	21,485,000
Development in progress
Finite-Lived Intangible Assets [Line Items]
Capitalized software	$ 6,612,000	$ 2,638,000
Minimum \| Software development costs
Finite-Lived Intangible Assets [Line Items]
Amortization life	1 year
Maximum \| Software development costs
Finite-Lived Intangible Assets [Line Items]
Amortization life	7 years

Goodwill and Intangible Assets - Changes in Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Goodwill [Roll Forward]
Goodwill, beginning	$ 187,005	$ 168,284
Goodwill reassigned in segment realignment		0
Goodwill attributable to preliminary purchase price adjustments and acquisition activity	105,238	18,721
Goodwill, ending	292,243	187,005
Merchant Services
Goodwill [Roll Forward]
Goodwill, beginning	115,982	117,334
Goodwill reassigned in segment realignment		(419)
Goodwill attributable to preliminary purchase price adjustments and acquisition activity	3,104	(933)
Goodwill, ending	119,086	115,982
Proprietary Software and Payments
Goodwill [Roll Forward]
Goodwill, beginning	71,023	50,950
Goodwill reassigned in segment realignment		419
Goodwill attributable to preliminary purchase price adjustments and acquisition activity	102,134	19,654
Goodwill, ending	173,157	71,023
Other
Goodwill [Roll Forward]
Goodwill, beginning	0	0
Goodwill reassigned in segment realignment		0
Goodwill attributable to preliminary purchase price adjustments and acquisition activity	0	0
Goodwill, ending	$ 0	$ 0

Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, cost	$ 244,167	$ 166,639
Finite-lived intangible assets, accumulated amortization	(72,503)	(57,448)
Finite-lived intangible assets, carrying value	171,664	109,191
Total identifiable intangible assets, cost	244,209	166,681
Total identifiable intangible assets, carrying value	$ 171,706	109,233
Amortization life	3 years
Amortization expense of intangible assets	$ 15,830	12,414	$ 12,394
Trademarks
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	42	42
Merchant relationships
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, cost	227,211	154,571
Finite-lived intangible assets, accumulated amortization	(65,815)	(53,388)
Finite-lived intangible assets, carrying value	$ 161,396	$ 101,183
Merchant relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization life	10 years	12 years
Merchant relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization life	25 years	20 years
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, cost	$ 2,878	$ 1,700
Finite-lived intangible assets, accumulated amortization	(1,907)	(851)
Finite-lived intangible assets, carrying value	$ 971	$ 849
Non-compete agreements \| Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization life	3 years	2 years
Non-compete agreements \| Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization life	6 years	5 years
Website and brand development costs
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, cost	$ 240	$ 215
Finite-lived intangible assets, accumulated amortization	(133)	(65)
Finite-lived intangible assets, carrying value	$ 107	$ 150
Website and brand development costs \| Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization life	3 years	3 years
Website and brand development costs \| Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization life	4 years	4 years
Trade names
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, cost	$ 6,320	$ 3,880
Finite-lived intangible assets, accumulated amortization	(2,668)	(1,538)
Finite-lived intangible assets, carrying value	$ 3,652	$ 2,342
Trade names \| Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization life	3 years	3 years
Trade names \| Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization life	7 years	7 years
Residual buyouts
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, cost	$ 6,718	$ 5,373
Finite-lived intangible assets, accumulated amortization	(1,407)	(1,172)
Finite-lived intangible assets, carrying value	$ 5,311	$ 4,201
Amortization life	8 years
Residual buyouts \| Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization life		2 years
Residual buyouts \| Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization life		8 years
Referral and exclusivity agreements
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, cost	$ 800	$ 900
Finite-lived intangible assets, accumulated amortization	(573)	(434)
Finite-lived intangible assets, carrying value	$ 227	$ 466
Amortization life	5 years
Referral and exclusivity agreements \| Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization life		5 years
Referral and exclusivity agreements \| Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization life		10 years

Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 15,360
2023	14,501
2024	13,519
2025	13,237
2026	12,842
Thereafter	102,205
Finite-lived intangible assets, carrying value	$ 171,664	$ 109,191

Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020
Accrued expenses and other current liabilities:
Accrued wages, bonuses, commissions and vacation	$ 6,649	$ 3,867
Accrued interest	271	141
Accrued contingent consideration — current portion	25,768	10,062
Escrow liabilities	9,067	4,363
Customer deposits	1,913	1,828
Employee health self-insurance liability	1,032	0
Other current liabilities	6,115	3,803
Accrued expenses and other current liabilities	50,815	24,064
Long-term Liabilities
Accrued contingent consideration — long-term portion	10,461	2,972
Deferred tax liability — long-term	3,280	2,212
Other long-term liabilities	270	956
Total other long-term liabilities	$ 14,011	$ 6,140

Long-Term Debt, Net - Summary of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Feb. 18, 2020
Debt Instrument [Line Items]
Debt issuance costs, net	$ (3,599)	$ (4,567)
Total long-term debt, net of issuance costs	200,605	90,758
Line of Credit \| Revolving lines of credit to banks under the Senior Secured Credit Facility
Debt Instrument [Line Items]
Long-term debt	104,396	0
Exchangeable Notes \| 1.0% Exchangeable Senior Notes due 2025
Debt Instrument [Line Items]
Long-term debt	99,808	$ 95,325
Stated interest rate (percent)			1.00%
Debt issuance costs, net	$ (2,605)

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Long-Term Debt, Net - Additional Information (Details)					6 Months Ended	12 Months Ended
Long-Term Debt, Net - Additional Information (Details)	Feb. 18, 2020 USD ($) day $ / shares	Feb. 13, 2020 USD ($) $ / shares shares	May 09, 2019 USD ($)	Oct. 30, 2017 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) $ / shares	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)
Debt Instrument [Line Items]
Proceeds from borrowings on exchangeable notes						$ 0	$ 138,000,000	$ 0
Equity component of exchangeable notes, net of issuance costs and deferred taxes							27,578,000
Debt issuance costs incurred			$ 152,000				4,212,000
Debt issuance costs						0
Amortization of deferred debt issuance costs						968,000	758,000	721,000
Debt issuance costs, net					$ 4,567,000	3,599,000	4,567,000
Exchangeable notes, fair value						119,633,000
Repayments of convertible debt						0	17,414,000	0
Debt issuance cost write offs						0	141,000	152,000
Payments for note hedge transactions	$ 28,676,000					0	28,676,000	0
Proceeds from issuance of warrants						0	14,669,000	$ 0
1.0% Exchangeable Senior Notes due 2025
Debt Instrument [Line Items]
Repayments of convertible debt					17,414,000
1.0% Exchangeable Senior Notes due 2025 \| Exchangeable Notes
Debt Instrument [Line Items]
Original principal amount	$ 138,000,000
Stated interest rate (percent)	1.00%
Proceeds from borrowings on exchangeable notes	$ 132,762,000
Debt issuance costs incurred							5,238,000
Debt issuance costs	$ 4,150,000
Amortization of deferred debt issuance costs						588,000	365,000
Debt issuance costs, net						$ 2,605,000
Debt aggregate repurchase amount					21,000,000		21,000,000
Debt interest, repurchase amount					24,000		24,000
Loss on retirement of debt					2,297,000
Debt issuance cost write offs					$ 592,000
1.0% Exchangeable Senior Notes due 2025 \| Exchangeable Notes \| In Event of Fundamental Change
Debt Instrument [Line Items]
Repurchase price as percent of face value of notes (percent)	100.00%
1.0% Exchangeable Senior Notes due 2025 \| Exchangeable Notes \| February 20, 2023 to 47th Scheduled Trading Day Immediately Preceding the Maturity Date
Debt Instrument [Line Items]
Repurchase price as percent of face value of notes (percent)	100.00%
2020 Senior Secured Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Revolving line of credit borrowing capacity	$ 275,000,000
Optional addition to borrowing capacity	$ 50,000,000
Unused commitment fee (percent)						0.30%
Debt covenant, minimum consolidated interest coverage ratio	3
Debt covenant, maximum total leverage ratio	5
Debt covenant, maximum consolidated senior secured leverage ratio	3.25
Debt covenant, increase to maximum consolidated senior secured leverage ratio during leverage increase period	0.25
Remaining borrowing capacity						$ 170,604,000
Debt covenant, equity repurchase limit from employees, directors, officers or consultants	$ 3,000,000
Debt covenant, dividend or distribution limit as percent of net cash proceeds from additional common equity issuance (percent)	5.00%
2020 Senior Secured Credit Facility \| Line of Credit \| Minimum
Debt Instrument [Line Items]
Unused commitment fee (percent)	0.15%
2020 Senior Secured Credit Facility \| Line of Credit \| Maximum
Debt Instrument [Line Items]
Unused commitment fee (percent)	0.30%
2020 Senior Secured Credit Facility \| Line of Credit \| One, Two, Three or Six-Month LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (percent)						3.25%
2020 Senior Secured Credit Facility \| Line of Credit \| One, Two, Three or Six-Month LIBOR \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (percent)	2.25%
2020 Senior Secured Credit Facility \| Line of Credit \| One, Two, Three or Six-Month LIBOR \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate (percent)	3.25%
2020 Senior Secured Credit Facility \| Line of Credit \| Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on variable rate (percent)	0.50%
2020 Senior Secured Credit Facility \| Line of Credit \| LIBOR Plus 1%
Debt Instrument [Line Items]
Basis spread on variable rate (percent)	1.00%					1.25%
2020 Senior Secured Credit Facility \| Line of Credit \| LIBOR Plus 1% \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (percent)	0.25%
2020 Senior Secured Credit Facility \| Line of Credit \| LIBOR Plus 1% \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate (percent)	1.25%
2020 Senior Secured Credit Facility \| Line of Credit \| Letter of Credit \| Maximum
Debt Instrument [Line Items]
Unused commitment fee (percent)	3.25%
Term loans to bank under the Senior Secured Credit Facility \| Secured Debt
Debt Instrument [Line Items]
Original principal amount				$ 40,000,000
Senior Secured Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Revolving line of credit borrowing capacity				110,000,000
Quarterly principal payment				$ 1,250,000
Senior Secured Credit Facility \| Line of Credit \| Minimum
Debt Instrument [Line Items]
Unused commitment fee (percent)				0.15%
Senior Secured Credit Facility \| Line of Credit \| Maximum
Debt Instrument [Line Items]
Unused commitment fee (percent)				0.30%
Senior Secured Credit Facility \| Line of Credit \| Prime Rate \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (percent)				0.50%
Senior Secured Credit Facility \| Line of Credit \| Prime Rate \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate (percent)				2.00%
Senior Secured Credit Facility \| Line of Credit \| 30-day LIBOR \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (percent)				2.75%
Senior Secured Credit Facility \| Line of Credit \| 30-day LIBOR \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate (percent)				4.00%
Additional Paid-In Capital
Debt Instrument [Line Items]
Equity component of exchangeable notes, net of issuance costs and deferred taxes	$ 28,662,000						$ 27,578,000
Additional Paid-In Capital \| 1.0% Exchangeable Senior Notes due 2025 \| Exchangeable Notes
Debt Instrument [Line Items]
Debt issuance costs	$ 1,088,000
Class A Common Stock
Debt Instrument [Line Items]
Exchangeable notes, exchange price per share (in USD per share) \| $ / shares	$ 40.87					$ 40.87
Warrants outstanding (shares) \| shares		3,376,391
Warrants sold in connection with the issuance of the Exchangeable notes (in USD per share) \| $ / shares		$ 62.88
Proceeds from issuance of warrants		$ 14,669,000
Class A Common Stock \| 1.0% Exchangeable Senior Notes due 2025 \| Exchangeable Notes
Debt Instrument [Line Items]
Exchangeable notes, exchange rate, shares per $1000	0.0244666
Class A Common Stock \| 1.0% Exchangeable Senior Notes due 2025 \| Exchangeable Notes \| February 20, 2023 to 47th Scheduled Trading Day Immediately Preceding the Maturity Date
Debt Instrument [Line Items]
Threshold exchange price as percent of closing price per share to allow redemption, (percent)	130.00%
Threshold trading days closing price for stock must exceed exchange price \| day	20

Income Taxes - Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019
Current:
Federal tax (benefit) expense	$ (35)	$ (34)	$ 220
State tax expense	945	446	189
Deferred:
Federal tax benefit	(285)	(3,018)	(487)
State tax benefit	(2)	(189)	(99)
Income tax expense (benefit)	$ 623	$ (2,795)	$ (177)

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Income Tax Expense Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Expected U.S. federal income taxes at statutory rate	$ (1,519)	$ (792)	$ 81
Partnership income not taxed at federal level	29	85	(1,007)
Valuation allowance	712	(2,694)	251
State and local income taxes, net of federal benefit	552	244	104
Nondeductible expenses and other permanent items	85	496	582
Revaluation of debt and other debt transaction differences	609	222	(189)
Change in liability for uncertain tax positions	(83)	108	0
Federal tax credits	240	(431)	0
Other	(2)	(33)	1
Income tax expense (benefit)	$ 623	$ (2,795)	$ (177)
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Expected U.S. federal income taxes at statutory rate (percent)	21.10%	21.00%	21.00%
Partnership income not taxed at federal level (percent)	(0.40%)	(2.30%)	(260.90%)
Valuation allowance (percent)	(9.90%)	71.40%	65.00%
State and local income taxes, net of federal benefit (percent)	(7.60%)	(6.50%)	26.90%
Nondeductible expenses and other permanent items (percent)	(1.20%)	(13.10%)	150.80%
Revaluation of debt and other debt transaction differences (percent)	(0.084)	(0.059)	(0.490)
Change in liability for uncertain tax positions (percent)	1.20%	(2.90%)	0.00%
Federal tax credit (percent)	(3.30%)	11.40%	0.00%
Other (percent)	0.00%	0.90%	0.30%
Income tax expense (percent)	(8.60%)	74.10%	(45.90%)

Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020
Deferred tax assets:
Investment in partnership	$ 57,080	$ 47,897
Stock-based compensation	1,714	1,187
Deferred revenue	561	525
Accrued expenses	232	181
Net operating loss carryforwards	13,441	10,969
Section 163j carryforward	1,828	2,498
Federal tax credits	661	901
Operating lease liabilities	638
Other	75	73
Gross deferred tax assets	76,230	64,231
Valuation allowance	(20,269)	(20,230)
Deferred tax liabilities:
Intangible assets	(8,308)	(9,167)
Operating lease right of use assets	(620)
Other	(321)	(291)
Net deferred tax asset	$ 46,712	$ 34,543

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019	Jun. 25, 2018
Class of Stock [Line Items]
Valuation allowance	$ 20,269,000	$ 20,230,000
Investment in partnership	57,080,000	47,897,000
Accrued interest related to uncertain tax positions	0	7,000
Accrued penalties related to uncertain tax positions	0	0
Unrecognized tax benefits	108,000	184,000	$ 0
Percent of tax benefits payable to continuing equity owners				85.00%
Tax benefits retained (percent)				15.00%
Increase in net deferred tax assets			25,776,000
Increase tax receivable agreement liability			22,413,000
Deferred tax asset recognized	$ 76,230,000	64,231,000
Period of payment to continuing equity owners	25 years
i3 Vericals, LLC
Class of Stock [Line Items]
Valuation allowance	$ 15,447,000
Change in valuation allowance for deferred tax assets	(824,000)
Investment in partnership	57,080,000
Minimum
Class of Stock [Line Items]
Expected payments for repurchase of redeemable noncontrolling interest	0
Maximum
Class of Stock [Line Items]
Expected payments for repurchase of redeemable noncontrolling interest	3,174,000
Continuing Equity Owner \| Class B Common Stock
Class of Stock [Line Items]
Deferred tax asset recognized	41,633,000		26,736,000
Tax benefits due to continuing equity owners	39,122,000		$ 23,229,000
Increase in deferred tax assets	13,990,000	6,307,000
Increase tax receivable agreement liability	$ 11,892,000	$ 5,361,000
Common Stock \| Class B Common Stock
Class of Stock [Line Items]
Redemption of common units in i3 Verticals, LLC (shares)	(1,671,479)	(1,021,016)	(4,292,169)
Common Stock \| Class A Common Stock
Class of Stock [Line Items]
Redemption of common units in i3 Verticals, LLC (shares)	1,671,479	1,021,016	4,292,169
Federal
Class of Stock [Line Items]
Net operating loss carryforwards	$ 35,312,000	$ 26,984,000
Tax credit carryforward	661,000	901,000
Benefit from deferred income taxes	8,077,000	$ 6,568,000
Valuation allowance	793,000
Change in valuation allowance for deferred tax assets	405,000
State
Class of Stock [Line Items]
Net operating loss carryforwards	95,060,000
Benefit from deferred income taxes	6,026,000
Valuation allowance	4,029,000
Change in valuation allowance for deferred tax assets	$ 458,000

Income Taxes - Uncertain Tax Positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Gross unrecognized tax benefits as of September 30, 2020	$ 184	$ 0
Increase in current year tax positions	0	108
Increase in prior year tax positions	0	76
Settlements and other reductions	76	0
Gross unrecognized tax benefits as of September 30, 2021	$ 108	$ 184

Leases - Additional Information (Details) $ in Thousands	12 Months Ended
Leases - Additional Information (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Leases [Abstract]
Weighted-average remaining lease term	6 years
Weighted-average discount rate of operating leases	7.10%
Operating lease costs	$ 4,096
Variable lease costs	6
Short-term rent expense	$ 304

Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020
Leases [Abstract]
2022	$ 4,014
2023	3,451
2024	2,840
2025	2,405
2026	1,737
Thereafter	3,469
Total future minimum lease payments (undiscounted)	17,916
Less: present value discount	(2,755)
Present value of lease liability	15,161
Short-term leases	$ 9
Years ending September 30:
2021		$ 2,726
2022		2,397
2023		2,096
2024		1,469
2025		968
Thereafter		1,221
Total		$ 10,877

Fair Value Measurements (Details) - USD ($) $ in Thousands	12 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Exchangeable notes, fair value	$ 119,633
Accrued Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning	13,034	$ 18,226
Contingent consideration accrued at time of business combination	22,577	4,748
Change in fair value of contingent consideration included in Operating expenses	7,140	(1,409)
Contingent consideration paid	(6,522)	(8,531)
Balance, ending	36,229	13,034
Accrued Expenses and Other Current Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Contingent consideration	25,768	10,062
Other Long-term Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Contingent consideration	$ 10,461	$ 2,972

Equity-Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 20,860	$ 10,452	$ 6,124
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 20,860	$ 10,452	$ 6,124

Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019	May 31, 2021	May 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Income tax benefits related to equity-based compensation	$ 1,083	$ 604	$ 160
Granted, weighted average grant date fair value (in USD per share)	$ 16.27
Options exercisable at end of period (shares)	2,914,691
Unrecognized compensation expense related to unvested options at end of period	$ 43,248
Period for recognition of unrecognized compensation cost	2 years 2 months 12 days
Fair value of stock options that vested	$ 11,763
2018 Equity Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under the plan (shares)	323,159				3,500,000
Additional Class A common shares added at the beginning of calendar year as percentage of common stock outstanding at end of previous year (percent)					4.00%
2020 Equity Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under the plan (shares)	1,441,420	1,500,000		3,000,000

Equity-Based Compensation - Fair Value of Stock Option Awards (Details) - Stock options	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility (percent)	59.70%	28.50%
Expected dividend yield (percent)	0.00%	0.00%
Expected term	6 years	6 years
Risk-free interest rate (percent)	0.70%	1.20%

Equity-Based Compensation - Stock Option Activity (Details) - $ / shares	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Stock Options
Outstanding at beginning of period (shares)	5,210,566
Granted (shares)	3,179,472
Exercised (shares)	(548,277)
Forfeited (shares)	(294,139)
Outstanding at end of period (shares)	7,547,622	5,210,566
Weighted Average Exercise Price
Outstanding at beginning of period, weighted average exercise price (in USD per share)	$ 25.26	$ 21.73
Granted, weighted average exercise price (in USD per share)	29.88
Exercised, weighted average exercise price (in USD per share)	17.04
Forfeited, weighted average exercise price (in USD per share)	28.00
Outstanding at end of period, weighted average exercise price (in USD per share)	$ 25.26	$ 21.73

Commitments and Contingencies - Minimum Fee Commitments (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 3,912
2023	2,690
2024	450
2025	0
2026	0
Thereafter	0
Total	$ 7,052

Commitments and Contingencies - Loan Commitment (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 04, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2018	Oct. 31, 2020
Other Commitments [Line Items]
Operating leases for office space and equipment		$ 4,400	$ 2,820	$ 2,302
S & S Vs. State \| Subsequent Event
Other Commitments [Line Items]
Loss contingency, damages sought, value	$ 15,000
S & S Vs. Sheriffs \| Subsequent Event
Other Commitments [Line Items]
Loss contingency, damages sought, value	$ 7,000
Software Services L L C
Other Commitments [Line Items]
Business combination, consideration transferred					$ 17,000
Buyout Commitment \| Third Party Sales Organization
Other Commitments [Line Items]
Commitments to third party sales organization						$ 29
Additional Buyout Consideration \| Third Party Sales Organization
Other Commitments [Line Items]
Commitments to third party sales organization						$ 9

Related Party Transactions (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Apr. 01, 2021	Mar. 31, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019	Jun. 25, 2018
Related Party Transaction [Line Items]
Percent of tax benefits payable to continuing equity owners						85.00%
Axia Med
Related Party Transaction [Line Items]
Increase in fair value		$ 2,353
Proceeds from sale of investment	$ 2,453
Class B Common Stock \| Continuing Equity Owner
Related Party Transaction [Line Items]
Tax benefits due to continuing equity owners			$ 39,122		$ 23,229
Affiliated Entity \| Axia Med
Related Party Transaction [Line Items]
Net revenue from related party			$ 117	$ 95	$ 81

Segments (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Dec. 31, 2020

Sep. 30, 2021

Sep. 30, 2020

Sep. 30, 2019

$ 224,124

$ 150,134

$ 376,307

^[1]

(242,867)

(57,706)

(47,230)

(44,237)

28,918

20,448

17,663

Selling general and administrative

195,336

123,352

106,866

134,872

78,323

62,860

Depreciation and amortization

24,418

18,217

16,564

Change in fair value of contingent consideration

7,140

(1,409)

3,389

(Loss) income from operations

$ 627

$ (835)

$ 1,199

$ (1,003)

(12)

7,773

6,390

651,800

403,526

292,243

187,005

168,284

Merchant Services

111,870

100,949

338,968

(236,170)

(51,234)

(43,940)

(41,487)

29,842

21,618

17,058

90,478

78,627

78,369

208,560

206,769

Proprietary Software and Payments

119,086

115,982

117,334

114,433

50,953

37,339

(6,697)

(8,610)

(5,057)

(2,750)

1,147

587

605

106,970

46,483

28,497

382,014

139,107

173,157

71,023

50,950

Other

(2,179)

(1,768)

2,138

1,767

(2,071)

(1,757)

(2,112)

(1,758)

61,226

57,650

$ 0

[1]

Non-Controlling Interest - Narrative (Details) - i3Verticals, LLC - shares	Sep. 30, 2021	Sep. 30, 2020
Noncontrolling Interest [Line Items]
Non-controlling interest, common units (shares)	22,026,098	18,864,143
Non-controlling interest, ownership interest (percent)	68.30%	61.30%

Non-Controlling Interest - Impact on Equity (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019
Noncontrolling Interest [Abstract]
Net (loss) income attributable to non-controlling interest	$ (3,382)	$ (560)	$ 3,608
Distributions to non-controlling interest holders	0	(3)	(2,060)
Redemption of common units in i3 Verticals, LLC	(11,714)	(5,080)	(12,077)
Adjustment related to prior periods	0	2,730	0
Cumulative effect of adoption of new accounting standard	0	640	0
Allocation of equity to non-controlling interests	15,337	24,495	0
Net transfers to (from) non-controlling interests	3,623	22,782	(14,137)
Change from net income attributable to non-controlling interests and transfers to (from) non-controlling interests	$ 241	$ 22,222	$ (10,529)

Earnings Per Share - Basic (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				12 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019
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 i3 Verticals, Inc.	$ (482)	$ (3,280)	$ 1,303	$ (1,998)	$ (4,457)	$ (419)	$ (3,045)
Denominator
Basic net (loss) income per share (in USD per Share)	$ (0.02)	$ (0.15)	$ 0.06	$ (0.10)	$ (0.21)	$ (0.03)	$ (0.29)
Class A Common Stock
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 i3 Verticals, Inc.					$ (4,457)	$ (419)	$ (3,045)
Denominator
Weighted average shares of Class A common stock outstanding (shares)					20,994,598	14,833,378	10,490,981

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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