0001728688-24-000102 | 10-K | XBRL Viewer

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COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 04, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2018
Other Commitments [Line Items]
Operating leases for office space and equipment		$ 4,190	$ 4,396	$ 4,665
Software Services L L C
Other Commitments [Line Items]
Business combination, consideration transferred					$ 17,000
S & S Vs. State
Other Commitments [Line Items]
Loss contingency, damages sought, value	$ 15,000
S & S Vs. Sheriffs
Other Commitments [Line Items]
Loss contingency, damages sought, value	$ 7,000

DISCONTINUED OPERATIONS - Income (Loss) From Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Operating expenses
Net income from discontinued operations attributable to non-controlling interest									$ 66,213	$ 6,022	$ 5,713
Net income from discontinued operations attributable to i3 Verticals, Inc.	$ 111,581	$ 3,111	$ 3,587	$ 3,983	$ 3,979	$ 2,885	$ 4,107	$ 4,040	122,263	15,011	10,129
Gain on disposal									205,576	0	0
Discontinued Operations, Held-for-Sale or Disposed of by Sale \| Merchant Services Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue									145,907	143,517	130,110
Operating expenses
Other costs of services									67,122	65,197	60,533
Selling, general and administrative									45,880	42,005	37,124
Depreciation and amortization									8,649	10,023	10,094
Change in fair value of contingent consideration									0	14	1,662
Total operating expenses									121,651	117,239	109,413
Income from operations									24,256	26,278	20,697
Interest expense, net									43	0	0
Other (income) expense (including gain on disposal of $205,576 in the year ended September 30, 2024)									(205,576)	2,660	0
Total other (income) expenses									(205,533)	2,660	0
Income become income taxes from discontinued operations									229,789	23,618	20,697
Provision for income taxes									41,313	2,585	4,855
Net income from discontinued operations									188,476	21,033	15,842
Net income from discontinued operations attributable to non-controlling interest									66,213	6,022	5,713
Net income from discontinued operations attributable to i3 Verticals, Inc.									122,263	$ 15,011	$ 10,129
Gain on disposal									$ 205,576

EARNINGS PER SHARE

12 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

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 from continuing operations:


	Year ended September 30,
	2024		2023		2022
Basic and diluted net loss per share:
Numerator
Net loss	$	(13,346)	$	(23,685)	$	(39,059)
Less: Net loss attributable to non-controlling interests	(4,424)		(7,863)		(11,828)
Net loss attributable to Class A common stockholders	$	(8,922)	$	(15,822)	$	(27,231)
Denominator
Weighted average shares of Class A common stock outstanding	23,419,421		23,137,586		22,249,656
Basic and diluted net loss per share(1)(2)(3)	$	(0.38)	$	(0.68)	$	(1.22)

____________________

1.For the year ended September 30, 2024, all potentially dilutive securities were anti-dilutive, so diluted net loss per share was equivalent to basic net loss per share. The following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted earnings per share of Class A common stock:

a.10,067,399 shares of weighted average Class A common stock, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive,

b.7,701,564 options to purchase shares of Class A common stock, 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.392,343 shares of Class A common stock, resulting from estimated stock option exercises as calculated by the treasury stock method were excluded because the effect of including them would have been anti-dilutive.

2.For the year ended September 30, 2023, 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.10,109,247 shares of weighted average Class A common stock, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive,

b.5,580,144 options to purchase shares of Class A common stock, 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.723,898 shares of Class A common stock, resulting from estimated stock option exercises as calculated by the treasury stock method were excluded because the effect of including them would have been anti-dilutive.

3.For the year ended September 30, 2022, 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.10,170,668 shares of weighted average Class A common stock, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive,

b.4,580,844 options to purchase shares of Class A common stock, 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.679,858 shares of Class A common stock, resulting from estimated stock option exercises as calculated by the treasury stock method were excluded because the effect of including them would have been anti-dilutive.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock from discontinued operations:


	Year ended September 30,
	2024		2023		2022
Basic net income per share:
Numerator
Net income	$	188,476	$	21,033	$	15,842
Less: Net income attributable to non-controlling interests	66,213		6,022		5,713
Net income attributable to Class A common stockholders	$	122,263	$	15,011	$	10,129
Denominator
Weighted average shares of Class A common stock outstanding	23,419,421		23,137,586		22,249,656
Basic net income per share	$	5.22	$	0.65	$	0.46

Dilutive net loss per share:
Numerator
Net income attributable to Class A common stockholders	$	122,263	$	15,011	$	10,129
Reallocation of net income assuming conversion of common units(1)	50,342		4,549		4,290
Net income attributable to Class A common stockholders - diluted	$	172,605	$	19,560	$	14,419
Denominator
Weighted average shares of Class A common stock outstanding	23,419,421		23,137,586		22,249,656
Weighted average effect of dilutive securities(2)	10,459,742		10,833,145		10,850,526
Weighted average shares of Class A common stock outstanding - diluted	33,879,163		33,970,731		33,100,182
Diluted net income per share	$	5.09	$	0.58	$	0.44

__________________________

1.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 12 above and assuming all common units of i3 Verticals, LLC were exchanged for Class A common stock at the beginning of the period. The common units of i3 Verticals, LLC held by the Continuing Equity Owners are potentially dilutive securities, and the computations of 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 period.

2.For the years ended September 30, 2024, 2023 and 2022 the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net income per share of Class A common stock:

a.7,701,564, 5,580,144 and 4,580,844 stock options for years ended September 30, 2024, 2023 and 2022, respectively, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive.

Since in September 2022 the Company made the irrevocable election to settle the principal portion of its Exchangeable Notes only in cash, 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 11 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.

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Prepaid Expenses And Other Current Assests [Line Items]
Inventory	$ 2,423	$ 2,038
Prepaid licenses	5,148	3,107
Prepaid insurance	129	682
Notes receivable — current portion	195	4
Other current assets	2,337	3,681
Prepaid expenses and other current assets	$ 10,232	9,512
Discontinued Operations, Held-for-Sale or Disposed of by Sale \| Merchant Services Business
Prepaid Expenses And Other Current Assests [Line Items]
Prepaid expenses and other current assets		$ 2,937

DISCONTINUED OPERATIONS - Significant Non-cash Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Residual buyouts financed through principal and interest forgiveness of a loan	$ 0	$ 5,860	$ 0
Right-of-use assets obtained in exchange for operating lease obligations	2,605	927	7,846
Discontinued Operations, Held-for-Sale or Disposed of by Sale \| Merchant Services Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Residual buyouts financed through principal and interest forgiveness of a loan	0	5,860	0
Right-of-use assets obtained in exchange for operating lease obligations	$ 1,741	$ 785	$ 935

ACQUISITIONS - Additional Information (Details) $ in Thousands			12 Months Ended
	Aug. 01, 2024 USD ($) shares	Oct. 01, 2022 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($) business	Sep. 30, 2022 USD ($) acquistion
Finite-Lived Intangible Assets [Line Items]
Goodwill			$ 280,678	$ 267,983	$ 214,923
Eduloka, Ltd.
Finite-Lived Intangible Assets [Line Items]
Total purchase consideration	$ 27,477
Proceeds from issuance of long-term debt used to fund the acquisition	$ 18,000
Business acquisition, equity interest issued or issuable, number of shares \| shares	311,634,000
M&A-related expenses	$ 258
Potential additional consideration	$ 22,000
Eduloka, Ltd. \| Acquired customer relationships
Finite-Lived Intangible Assets [Line Items]
Estimated amortization period	18 years
Eduloka, Ltd. \| Trade name
Finite-Lived Intangible Assets [Line Items]
Estimated amortization period	2 years
Eduloka, Ltd. \| Capitalized software
Finite-Lived Intangible Assets [Line Items]
Estimated amortization period	7 years
Eduloka, Ltd. \| Class A Common Stock
Finite-Lived Intangible Assets [Line Items]
Common units issued as part of acquisitions' purchase consideration	$ 7,517
Business combination, contingent consideration, liability	$ 1,960
Software Business Acquisition
Finite-Lived Intangible Assets [Line Items]
Total purchase consideration			1,270
Proceeds from issuance of long-term debt used to fund the acquisition			1,100
Business combination, contingent consideration, liability			170
M&A-related expenses			8
Property and equipment			5
Goodwill			$ 1,005
Software Business Acquisition \| Acquired customer relationships
Finite-Lived Intangible Assets [Line Items]
Estimated amortization period			10 years
Intangible assets			$ 220
Software Business Acquisition \| Capitalized software
Finite-Lived Intangible Assets [Line Items]
Estimated amortization period			7 years
Intangible assets			$ 40
Celtic
Finite-Lived Intangible Assets [Line Items]
Proceeds from issuance of long-term debt used to fund the acquisition		$ 85,000
Estimated amortization period		18 years
M&A-related expenses		$ 1,782
Property and equipment		5,233
Goodwill		43,899
Other long-term liabilities		$ 13,162
Celtic \| Acquired customer relationships
Finite-Lived Intangible Assets [Line Items]
Estimated amortization period		18 years
Intangible assets		$ 33,800
Celtic \| Trade name
Finite-Lived Intangible Assets [Line Items]
Estimated amortization period		5 years
Intangible assets		$ 600
Celtic \| Capitalized software
Finite-Lived Intangible Assets [Line Items]
Estimated amortization period		10 years
Intangible assets		$ 12,600
Celtic \| Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Estimated amortization period		3 years
Intangible assets		$ 200
Other Business Combinations
Finite-Lived Intangible Assets [Line Items]
Total purchase consideration				15,260
Proceeds from issuance of long-term debt used to fund the acquisition				12,500
Business combination, contingent consideration, liability				760
M&A-related expenses				199
Property and equipment				335
Goodwill				9,365
Net working capital				159
Business acquisition, goodwill, expected tax deductible amount				2,864
Other long-term liabilities				$ 2,178
Number of businesses acquired with tax deductible goodwill \| business				1
Other Business Combinations \| Acquired customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets				$ 6,920
Other Business Combinations \| Acquired customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated amortization period				15 years
Other Business Combinations \| Trade name
Finite-Lived Intangible Assets [Line Items]
Intangible assets				$ 100
Other Business Combinations \| Capitalized software
Finite-Lived Intangible Assets [Line Items]
Intangible assets				$ 640
Other Business Combinations \| Capitalized software \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated amortization period				7 years
Other Business Combinations \| Class A Common Stock
Finite-Lived Intangible Assets [Line Items]
Common units issued as part of acquisitions' purchase consideration				$ 2,000
2022 Business Combinations
Finite-Lived Intangible Assets [Line Items]
Total purchase consideration					107,681
Proceeds from issuance of long-term debt used to fund the acquisition					$ 101,400
Estimated amortization period					15 years
M&A-related expenses					$ 773
Potential additional consideration					23,000
Property and equipment					190
Goodwill					$ 61,347
Number of businesses acquired \| acquistion					3
Other long-term liabilities					$ 6,725
Contingent cash consideration					$ 6,281
Number of businesses acquired with tax deductible goodwill \| acquistion					2
2022 Business Combinations \| Acquired customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets					$ 41,090
2022 Business Combinations \| Acquired customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated amortization period					10 years
2022 Business Combinations \| Acquired customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated amortization period					19 years
2022 Business Combinations \| Trade name
Finite-Lived Intangible Assets [Line Items]
Estimated amortization period					4 years
Intangible assets					$ 1,550
2022 Business Combinations \| Capitalized software
Finite-Lived Intangible Assets [Line Items]
Estimated amortization period					7 years
Intangible assets					$ 9,790

SIGNIFICANT NON-CASH TRANSACTIONS

12 Months Ended

Sep. 30, 2024

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

SIGNIFICANT NON-CASH TRANSACTIONS

The Company engaged in the following significant non-cash investing and financing activities during the years ended September 30, 2024, 2023, and 2022, which are reported on a consolidated basis. See Note 2 for significant non-cash investing and financing activities from discontinued operations for major captions on the consolidated financial statements.


	Year ended September 30,
	2024		2023		2022
Restricted Class A common stock issued as part of acquisition purchase consideration (Note 5)	$	7,517	$	2,000	$	—
Acquisition date fair value of contingent consideration in connection with business combinations	$	2,130	$	760	$	6,281
Residual buyouts financed through principal and interest forgiveness of a loan	$	—	$	5,860	$	—
Replacement of the Prior Senior Secured Credit Facility with the 2023 Senior Secured Credit Facility	$	—	$	284,000	$	—
Debt issuance costs financed with proceeds from the 2023 Senior Secured Credit Facility	$	—	$	2,386	$	—
Accrued interest financed with proceeds from the 2023 Senior Secured Credit Facility	$	—	$	1,617	$	—
Right-of-use assets obtained in exchange for operating lease obligations	$	2,605	$	927	$	7,846

LONG-TERM DEBT, NET - Consolidated Total Net Leverage Ratio (Details) - Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility	Sep. 30, 2024	May 08, 2023
Line of Credit
Debt Instrument [Line Items]
Commitment Fee	0.15%
Revolving Credit Facility \| Line of Credit \| Minimum
Debt Instrument [Line Items]
Commitment Fee		0.15%
Revolving Credit Facility \| Line of Credit \| Maximum
Debt Instrument [Line Items]
Commitment Fee		0.30%
Greater than 3.00 to 1.0 \| Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Consolidated Total Net Leverage Ratio		3
Commitment Fee		0.30%
Basis spread on variable rate (percent)		2.00%
Greater than 3.00 to 1.0 \| Revolving Credit Facility \| Letter of Credit Fee
Debt Instrument [Line Items]
Letter of Credit Fee		3.00%
Greater than 3.00 to 1.0 \| Revolving Credit Facility \| Term Benchmark Loans
Debt Instrument [Line Items]
Basis spread on variable rate (percent)		3.00%
Greater than 2.50 to 1.0 but less than 3.00 to 1.00 \| Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Commitment Fee		0.25%
Basis spread on variable rate (percent)		1.50%
Greater than 2.50 to 1.0 but less than 3.00 to 1.00 \| Revolving Credit Facility \| Line of Credit \| Minimum
Debt Instrument [Line Items]
Consolidated Total Net Leverage Ratio		2.5
Greater than 2.50 to 1.0 but less than 3.00 to 1.00 \| Revolving Credit Facility \| Line of Credit \| Maximum
Debt Instrument [Line Items]
Consolidated Total Net Leverage Ratio		3
Greater than 2.50 to 1.0 but less than 3.00 to 1.00 \| Revolving Credit Facility \| Letter of Credit Fee
Debt Instrument [Line Items]
Letter of Credit Fee		2.50%
Greater than 2.50 to 1.0 but less than 3.00 to 1.00 \| Revolving Credit Facility \| Term Benchmark Loans
Debt Instrument [Line Items]
Basis spread on variable rate (percent)		2.50%
Greater than 2.00 to 1.00 but less than 2.50 to 1.0 \| Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Commitment Fee		0.20%
Basis spread on variable rate (percent)		1.25%
Greater than 2.00 to 1.00 but less than 2.50 to 1.0 \| Revolving Credit Facility \| Line of Credit \| Minimum
Debt Instrument [Line Items]
Consolidated Total Net Leverage Ratio		2
Greater than 2.00 to 1.00 but less than 2.50 to 1.0 \| Revolving Credit Facility \| Line of Credit \| Maximum
Debt Instrument [Line Items]
Consolidated Total Net Leverage Ratio		2.5
Greater than 2.00 to 1.00 but less than 2.50 to 1.0 \| Revolving Credit Facility \| Letter of Credit Fee
Debt Instrument [Line Items]
Letter of Credit Fee		2.25%
Greater than 2.00 to 1.00 but less than 2.50 to 1.0 \| Revolving Credit Facility \| Term Benchmark Loans
Debt Instrument [Line Items]
Basis spread on variable rate (percent)		2.25%
Greater than 2.00 to 1.00 \| Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Consolidated Total Net Leverage Ratio		2
Commitment Fee		0.15%
Basis spread on variable rate (percent)		1.00%
Greater than 2.00 to 1.00 \| Revolving Credit Facility \| Letter of Credit Fee
Debt Instrument [Line Items]
Letter of Credit Fee		2.00%
Greater than 2.00 to 1.00 \| Revolving Credit Facility \| Term Benchmark Loans
Debt Instrument [Line Items]
Basis spread on variable rate (percent)		2.00%

SEGMENTS (Tables)

12 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Schedule of Reportable Segment Operating Performance

The Company primarily uses adjusted EBITDA margin to measure operating performance and for purposes of making decisions about allocating resources to our business segments. The following is a summary of reportable segment operating performance for continuing operations for the years ended September 30, 2024, 2023 and 2022.


	As of and for the Year ended September 30, 2024
	Public Sector			Healthcare			Other		Total
Revenue	$	184,841		$	45,566		$	(484)	$	229,923
Other costs of services	16,125			2,932			(484)		18,573
Recurring cash SG&A expenses(1)	95,500			33,622			23,920		153,042
Total adjusted EBITDA	$	73,216		$	9,012		$	(23,920)	$	58,308
Adjusted EBITDA Margin(2)	40		%	20		%	n/m

Non-recurring or non-cash SG&A expenses
Stock compensation expense									$	18,178
M&A-related expenses									3,161
Other taxes and one-time expenses									2,009
Depreciation and amortization									28,796
Change in fair value of contingent consideration									(690)
Income from operations									6,854

Other expenses
Interest expense, net									29,263
Other income									(3,395)
Total other expenses									25,868

Loss before income taxes									$	(19,014)

Total assets	$	490,328		$	90,801		$	149,546	$	730,675
Goodwill	$	233,850		$	46,828		$	—	$	280,678

n/m = not meaningful

____________________

1.Recurring cash SG&A expenses represents recurring operating costs such as people, technology, facilities, sales and marketing.

2.Adjusted EBITDA Margin represents adjusted EBITDA as a percentage of revenue.


	As of and for the Year ended September 30, 2023
	Public Sector			Healthcare			Other		Total
Revenue	$	182,214		$	44,583		$	(75)	$	226,722
Other costs of services	13,326			2,103			(74)		15,355
Recurring cash SG&A expenses(1)	95,397			33,242			23,329		151,968
Total adjusted EBITDA	$	73,491		$	9,238		$	(23,330)	$	59,399
Adjusted EBITDA Margin(2)	40		%	21		%	n/m

Non-recurring or non-cash SG&A expenses
Stock compensation expense									$	23,723
M&A-related expenses									1,140
Other taxes and one-time expenses									900
Depreciation and amortization									26,438
Change in fair value of contingent consideration									10,767
Loss from operations									(3,569)

Other expenses
Interest expense, net									25,128
Other income									(1,224)
Total other expenses									23,904

Loss before income taxes									$	(27,473)

Total assets	$	482,602		$	96,918		$	68,274	$	647,794
Goodwill	$	221,155		$	46,828		$	—	$	267,983

n/m = not meaningful

____________________

1.Recurring cash SG&A expenses represents recurring operating costs such as people, technology, facilities, sales and marketing.

2.Adjusted EBITDA Margin represents adjusted EBITDA as a percentage of revenue.


	As of and for the Year ended September 30, 2022
	Public Sector			Healthcare			Other		Total
Revenue	$	143,951		$	43,823		$	(22)	$	187,752
Other costs of services	11,162			1,729			(57)		12,834
Recurring cash SG&A expenses(1)	78,280			32,948			20,202		131,430
Total adjusted EBITDA	$	54,509		$	9,146		$	(20,167)	$	43,488
Adjusted EBITDA Margin(2)	38		%	21		%	n/m

Non-recurring or non-cash SG&A expenses
Stock compensation expense									$	22,655
M&A-related expenses									2,101
Other taxes and one-time expenses									480
Depreciation and amortization									19,330
Change in fair value of contingent consideration									22,063
Income from operations									(23,141)

Other expenses
Interest expense, net									14,775
Other expense									991
Total other expenses									15,766

Loss before income taxes									$	(38,907)

Total assets	$	373,353		$	108,950		$	56,699	$	539,002
Goodwill	$	168,095		$	46,828		$	—	$	214,923

n/m = not meaningful

____________________

1.Recurring cash SG&A expenses represents recurring operating costs such as people, technology, facilities, sales and marketing.

2.Adjusted EBITDA Margin represents adjusted EBITDA as a percentage of revenue.

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Sep. 30, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

SEGMENTS (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
SEGMENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Revenue									$ 229,923	$ 226,722	$ 187,752
Other costs of services	$ 5,033	$ 4,722	$ 4,703	$ 4,115	$ 4,083	$ 3,944	$ 3,990	$ 3,338	18,573	15,355	12,834
Recurring cash SG&A expenses									176,390	177,731	156,666
Stock compensation expense									18,178	23,723	22,655
Depreciation and amortization									28,796	26,438	19,330
Change in fair value of contingent consideration									(690)	10,781	23,725
Income (loss) from operations	3,554	$ (669)	$ 2,486	$ 1,485	1,255	$ (4,577)	$ 313	$ (558)	6,854	(3,569)	(23,141)
Interest expense, net									29,263	25,128	14,775
Other (income) expense									(3,395)	(1,224)	991
Total other expenses									25,868	23,904	15,766
Loss before income taxes									(19,014)	(27,473)	(38,907)
Total assets	730,675				884,417				730,675	884,417
Goodwill	280,678				267,983				280,678	267,983	214,923
Continuing Operations
Segment Reporting Information [Line Items]
Revenue									229,923	226,722	187,752
Other costs of services									18,573	15,355	12,834
Recurring cash SG&A expenses									153,042	151,968	131,430
Total adjusted EBITDA									58,308	59,399	43,488
Stock compensation expense									18,178	23,723	22,655
M&A-related expenses									3,161	1,140	2,101
Other taxes and one-time expenses									2,009	900	480
Depreciation and amortization									28,796	26,438	19,330
Change in fair value of contingent consideration									(690)	10,767	22,063
Income (loss) from operations									6,854	(3,569)	(23,141)
Interest expense, net									29,263	25,128	14,775
Other (income) expense									(3,395)	(1,224)	991
Total other expenses									25,868	23,904	15,766
Loss before income taxes									(19,014)	(27,473)	(38,907)
Total assets	730,675				647,794				730,675	647,794	539,002
Goodwill	280,678				267,983				280,678	267,983	214,923
Public Sector
Segment Reporting Information [Line Items]
Revenue									184,841	182,214	143,951
Goodwill	233,850				221,155				233,850	221,155	168,095
Public Sector \| Continuing Operations
Segment Reporting Information [Line Items]
Revenue									184,841	182,214	143,951
Other costs of services									16,125	13,326	11,162
Recurring cash SG&A expenses									95,500	95,397	78,280
Total adjusted EBITDA									$ 73,216	$ 73,491	$ 54,509
Adjusted EBITDA Margin (as a percent)									40.00%	40.00%	38.00%
Total assets	490,328				482,602				$ 490,328	$ 482,602	$ 373,353
Goodwill	233,850				221,155				233,850	221,155	168,095
Healthcare
Segment Reporting Information [Line Items]
Revenue									45,566	44,583	43,823
Goodwill	46,828				46,828				46,828	46,828	46,828
Healthcare \| Continuing Operations
Segment Reporting Information [Line Items]
Revenue									45,566	44,583	43,823
Other costs of services									2,932	2,103	1,729
Recurring cash SG&A expenses									33,622	33,242	32,948
Total adjusted EBITDA									$ 9,012	$ 9,238	$ 9,146
Adjusted EBITDA Margin (as a percent)									20.00%	21.00%	21.00%
Total assets	90,801				96,918				$ 90,801	$ 96,918	$ 108,950
Goodwill	46,828				46,828				46,828	46,828	46,828
Other
Segment Reporting Information [Line Items]
Revenue									(484)	(75)	(22)
Goodwill	0				0				0	0	0
Other \| Continuing Operations
Segment Reporting Information [Line Items]
Revenue									(484)	(75)	(22)
Other costs of services									(484)	(74)	(57)
Recurring cash SG&A expenses									23,920	23,329	20,202
Total adjusted EBITDA									(23,920)	(23,330)	(20,167)
Total assets	149,546				68,274				149,546	68,274	56,699
Goodwill	$ 0				$ 0				$ 0	$ 0	$ 0

INCOME TAXES

12 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

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 Company's income tax (benefit) expense for continuing operations during the years ended September 30, 2024, 2023 and 2022 were the following:


	Year ended September 30,
	2024		2023		2022
Current:
Federal tax expense	$	2,383	$	2,363	$	649
State tax expense	739		1,172		636
Deferred:
Federal tax expense (benefit)	626		(8,255)		(7,460)
State tax (benefit) expense	(9,416)		932		6,327
Income tax (benefit) expense	$	(5,668)	$	(3,788)	$	152

A reconciliation of income tax expense (benefit) from continuing 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,
	2024				2023				2022
Expected U.S. federal income taxes at statutory rate	$	(3,993)	21.0	%	$	(5,767)	21.0	%	$	(8,169)	21.0	%
Partnership income not taxed at federal level	(31)		0.2	%	(3,344)		12.2	%	1,706		(4.4)	%
Valuation allowance	2,248		(11.8)	%	4,049		(14.7)	%	8,308		(21.4)	%
State and local income taxes, net of federal benefit	(2,853)		15.0	%	1,101		(4.0)	%	(2,800)		7.2	%
Nondeductible expenses and other permanent items	20		(0.1)	%	93		(0.3)	%	(136)		0.3	%
Revaluation of debt and other debt transaction differences	(261)		1.4	%	536		(2.0)	%	1,195		(3.1)	%
Change in liability for uncertain tax positions	218		(1.1)	%	155		(0.6)	%	(25)		0.1	%
Federal tax credits	(1,027)		5.4	%	(615)		2.2	%	—		—	%
Other	11		(0.1)	%	4		—	%	73		(0.2)	%
Income tax (benefit) expense	$	(5,668)	29.8	%	$	(3,788)	13.8	%	$	152	(0.4)	%

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, 2024 and 2023 were as follows:


	September 30,
	2024		2023(1)
Deferred tax assets:
Investment in partnership	$	52,039	$	52,432
Stock-based compensation	15,241		13,144
Accrued expenses	59		247
Net operating loss carryforwards	367		14,794
Section 163j carryforward	4,604		3,599
Federal tax credits	—		698
Operating lease liabilities	286		578
Other	17		89
Gross deferred tax assets	72,613		85,581
Valuation allowance	(17,631)		(28,232)

Deferred tax liabilities:
Intangible assets	(17,131)		(21,844)
Operating lease right of use assets	(267)		(538)
Other	(541)		(1,064)
Net deferred tax asset	$	37,043	$	33,903

__________________________

1.In connection with the sale of the Merchant Services Business, $1,035 of the Company's net deferred tax liability (as of September 30, 2023) were classified as "Long-term liabilities held for sale" in the accompanying consolidated balance sheets and were not included in these amounts as the amount related to the Merchant Services Business was a deferred tax liability.

Federal net operating loss carryforwards for continuing operations as of September 30, 2024 and 2023 were $188 and $42,137, respectively. Federal tax credits were $0 for continuing operations, resulting in a deferred tax asset of $39 as of September 30, 2024 compared to $698 of federal tax credits for continuing operations, resulting in a deferred tax asset of $9,547 as of September 30, 2023. The federal net operating loss carryforwards will begin to expire in 2035. 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 $40 for continuing operations has been provided for certain federal deferred tax assets, a increase of $7 during the year ended September 30, 2024. State net operating loss carryforwards as of September 30, 2024 for continuing operations totaled $5,450, resulting in a deferred tax asset of $328. The state net operating loss carryforwards will begin to expire in 2027. The use of certain state net operating losses are limited to future taxable earnings of separate legal entities. As a result, a valuation allowance for continuing operations of $17 has been provided for state loss carryforwards and other state tax attributes, a decrease of $8,137 during the year ended September 30, 2024. The Company also considered a valuation allowance on its $52,039 outside basis of investment in i3 Verticals, LLC deferred tax asset as of September 30, 2024. The Company has recorded a valuation allowance of $17,574 against the portion of the deferred tax benefit that is capital in nature and against the amount not expected to be realized, resulting in a decrease in valuation allowance of $2,472 during the year ended September 30, 2024. 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, 2022	$	83
Increase in current year tax positions	108
Increase in prior year tax positions	73
Settlements and other reductions	26
Gross unrecognized tax benefits as of September 30, 2023	238
Increase in current year tax positions	197
Increase in prior year tax positions	78
Settlements and other reductions	57
Gross unrecognized tax benefits as of September 30, 2024	$	456

As of September 30, 2024 and 2023, the Company had no accrued interest 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 2020. As of September 30, 2024 and 2023, there were unrecognized tax benefits of $456 and $238 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, 2022, the Company acquired an aggregate of 111,000 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, 2022, the Company recognized an increase to its net deferred tax assets in the amount of $876, and corresponding Tax Receivable Agreement liabilities of $745, representing 85% of the tax benefits due to the Continuing Equity Owners. The Company also recognized a increase to its net deferred tax assets of $1,038 across all exchanges as a result of a tax rate change during the year ended September 30, 2022.

During the year ended September 30, 2023, the Company acquired an aggregate of 24,748 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, 2023, the Company recognized an increase to its net deferred tax assets in the amount of $208, and corresponding Tax Receivable Agreement liabilities of $177, representing 85% of the tax benefits due to the Continuing Equity Owners. The Company also recognized a decrease to its net deferred tax assets of $932 across all exchanges as a result of a tax rate change during the year ended September 30, 2023.

During the year ended September 30, 2024, the Company acquired an aggregate of 60,718 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, 2024, the Company recognized an increase to its net deferred tax assets in the amount of $426, and corresponding Tax Receivable Agreement liabilities of $362, representing 85% of the tax benefits due to the Continuing Equity Owners. The Company also recognized a decrease to its net deferred tax assets of $1,187 across all exchanges as a result of a tax rate change during the year ended September 30, 2024.

The deferred tax asset balance was $34,464 as of September 30, 2024. The Company also has a corresponding Tax Receivable Agreement liability of $39,197, of which $9,850 was recorded in accrued expenses and other current liabilities and $29,347 was recorded in long-term tax receivable agreement obligations as of September 30, 2024.

Payments to the Continuing Equity Owners related to exchanges through September 30, 2024 will range from $0 to $9,850 per year and are expected to be paid over the next 24 years. The amounts recorded as of September 30, 2024, 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.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

INCOME TAXES (Tables)

12 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense


	Year ended September 30,
	2024		2023		2022
Current:
Federal tax expense	$	2,383	$	2,363	$	649
State tax expense	739		1,172		636
Deferred:
Federal tax expense (benefit)	626		(8,255)		(7,460)
State tax (benefit) expense	(9,416)		932		6,327
Income tax (benefit) expense	$	(5,668)	$	(3,788)	$	152

Schedule of Reconciliation of Income Tax Expense (Benefit)

A reconciliation of income tax expense (benefit) from continuing 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,
	2024				2023				2022
Expected U.S. federal income taxes at statutory rate	$	(3,993)	21.0	%	$	(5,767)	21.0	%	$	(8,169)	21.0	%
Partnership income not taxed at federal level	(31)		0.2	%	(3,344)		12.2	%	1,706		(4.4)	%
Valuation allowance	2,248		(11.8)	%	4,049		(14.7)	%	8,308		(21.4)	%
State and local income taxes, net of federal benefit	(2,853)		15.0	%	1,101		(4.0)	%	(2,800)		7.2	%
Nondeductible expenses and other permanent items	20		(0.1)	%	93		(0.3)	%	(136)		0.3	%
Revaluation of debt and other debt transaction differences	(261)		1.4	%	536		(2.0)	%	1,195		(3.1)	%
Change in liability for uncertain tax positions	218		(1.1)	%	155		(0.6)	%	(25)		0.1	%
Federal tax credits	(1,027)		5.4	%	(615)		2.2	%	—		—	%
Other	11		(0.1)	%	4		—	%	73		(0.2)	%
Income tax (benefit) expense	$	(5,668)	29.8	%	$	(3,788)	13.8	%	$	152	(0.4)	%

Schedule of Deferred Tax Assets and Liabilities

Net deferred taxes spanning multiple jurisdictions as of September 30, 2024 and 2023 were as follows:


	September 30,
	2024		2023(1)
Deferred tax assets:
Investment in partnership	$	52,039	$	52,432
Stock-based compensation	15,241		13,144
Accrued expenses	59		247
Net operating loss carryforwards	367		14,794
Section 163j carryforward	4,604		3,599
Federal tax credits	—		698
Operating lease liabilities	286		578
Other	17		89
Gross deferred tax assets	72,613		85,581
Valuation allowance	(17,631)		(28,232)

Deferred tax liabilities:
Intangible assets	(17,131)		(21,844)
Operating lease right of use assets	(267)		(538)
Other	(541)		(1,064)
Net deferred tax asset	$	37,043	$	33,903

__________________________

Schedule of Components of Uncertain Tax Benefits

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


Gross unrecognized tax benefits as of September 30, 2022	$	83
Increase in current year tax positions	108
Increase in prior year tax positions	73
Settlements and other reductions	26
Gross unrecognized tax benefits as of September 30, 2023	238
Increase in current year tax positions	197
Increase in prior year tax positions	78
Settlements and other reductions	57
Gross unrecognized tax benefits as of September 30, 2024	$	456

INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Deferred tax assets:
Investment in partnership	$ 52,039	$ 52,432
Stock-based compensation	15,241	13,144
Accrued expenses	59	247
Net operating loss carryforwards	367	14,794
Section 163j carryforward	4,604	3,599
Federal tax credits	0	698
Operating lease liabilities	286	578
Other	17	89
Gross deferred tax assets	72,613	85,581
Valuation allowance	(17,631)	(28,232)
Deferred tax liabilities:
Intangible assets	(17,131)	(21,844)
Operating lease right of use assets	(267)	(538)
Other	(541)	(1,064)
Net deferred tax asset	$ 37,043	33,903
Merchant Services Business
Deferred Tax [Line Items]
Deferred tax assets		$ 1,035

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

A summary of the Company's property and equipment as of September 30, 2024 and 2023 is as follows:


	Estimated Useful Life	2024		2023(1)
Buildings	20 years	3,724		4,711
Computer equipment and software(2)	2 to 7 years	4,690		3,711
Furniture and fixtures	2 to 7 years	2,061		2,042
Terminals	2 to 3 years	171		150
Office equipment	2 to 5 years	1,979		1,504
Automobiles	3 years	198		421
Leasehold improvements	2 to 7 years	2,315		2,320
Accumulated depreciation		(6,461)		(4,800)
Property and equipment, net		$	8,677	$	10,059

____________________

1.In connection with the sale of the Merchant Services Business, $2,249 of the Company's property and equipment, net (as of September 30, 2023) were classified as "Long-term assets held for sale" in the accompanying consolidated balance sheets and were not included in these amounts.

2.Includes computer software of $330 and $256 as of September 30, 2024 and 2023, respectively.

DISCONTINUED OPERATIONS

12 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

During the year ended September 30, 2024, the Company made the strategic decision to discontinue a significant segment of its operations constituting its Merchant Services Business (as defined below). In this regard, on September 20, 2024, i3 Verticals, LLC, and i3 Holdings Sub, Inc., a wholly-owned subsidiary of i3 Verticals, LLC (“Corporation Seller,” and collectively with i3 Verticals, LLC, the “Sellers”) completed the transactions (such closing, the “Closing”) contemplated by that certain Securities Purchase Agreement dated as of June 26, 2024 (the “Purchase Agreement”), by and among i3 Verticals, LLC, Corporation Seller, the Company (solely for the purpose of providing a guaranty of the obligations of Sellers as set forth in the Purchase Agreement), Payroc Buyer, LLC (“Buyer”), and Payroc WorldAccess, LLC (solely for the purpose of providing a guaranty of the obligations of Buyer as set forth in the Purchase Agreement). Pursuant to the terms of the Purchase Agreement, the Sellers sold to Buyer the equity interests of certain direct and indirect wholly-owned subsidiaries of Sellers (the “Acquired Entities”) primarily comprising the Company’s merchant services business, including its associated proprietary technology (the “Merchant Services Business”), after giving effect to the contribution of certain assets and the assignment of certain liabilities associated with the Business from i3 Verticals, LLC and certain affiliates to the Acquired Entities pursuant to a contribution agreement which was entered into immediately prior to the Closing (collectively, the "Transactions"). Pursuant to the terms of the Purchase Agreement, Buyer paid to Sellers an aggregate purchase price of approximately $438 million (after giving effect to estimated net working capital, indebtedness and cash adjustments), payable in cash at the Closing, subject to post-closing purchase price adjustments. The Merchant Services Business comprised the Company's entire former Merchant Services segment and a small portion of the Company's former Software and Services segment.

In connection with the closing of the Transactions, the Company entered into a Transition Services Agreement, pursuant to which, among other things, the Company or affiliates thereof will provide certain information technology and operational transition services to Payroc for a period of time after the closing, and a Processing Services Agreement with Payroc, pursuant to which the parties provide certain payment processing services to customers of each party following the closing in accordance with the terms thereof.

Aggregate costs incurred related to the Transactions during the year ended September 30, 2024 that were not considered incremental direct costs to transact the sale, were approximately $2,626 and were expensed as incurred. These costs include fees for third-party advisory, consulting, legal and professional services, as well as other items associated with the Transactions. The expenses are reflected within selling, general and administrative expenses within the Company's consolidated statements of operations.

The following table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations of the Merchant Services Business:


	September 30,
	2023
Assets
Current assets
Cash and cash equivalents	$	7
Accounts receivable, net	14,325
Prepaid expenses and other current assets	2,937
Current assets held for sale	17,269
Property and equipment, net	2,249
Restricted cash	200
Capitalized software, net	4,520
Goodwill	141,580
Intangible assets, net	63,803
Operating lease right-of-use assets	2,107
Other assets	4,895
Long-term assets held for sale	219,354
Total assets	$	236,623

Liabilities and equity
Liabilities
Current liabilities
Accounts payable	$	4,695
Accrued expenses and other current liabilities	4,160
Deferred revenue	2,490
Current portion of operating lease liabilities	852
Current liabilities held for sale	12,197
Operating lease liabilities, less current portion	1,465
Other long-term liabilities	1,065
Long-term liabilities held for sale	2,530
Total liabilities	$	14,727

The financial results of the Merchant Services Business are presented as income from discontinued operations, net of income taxes on the Company’s consolidated statements of operations. The following table presents financial results of Merchant Services Business for the years ended September 30, 2024, 2023 and 2022:


	Year ended September 30,
	2024		2023		2022

Revenue	$	145,907	$	143,517	$	130,110

Operating expenses
Other costs of services	67,122		65,197		60,533
Selling, general and administrative	45,880		42,005		37,124
Depreciation and amortization	8,649		10,023		10,094
Change in fair value of contingent consideration	—		14		1,662
Total operating expenses	121,651		117,239		109,413

Income from operations	24,256		26,278		20,697

Other (income) expenses
Interest expense, net	43		—		—
Other (income) expense (including gain on disposal of $205,576 in the year ended September 30, 2024)	(205,576)		2,660		—
Total other (income) expenses	(205,533)		2,660		—

Income become income taxes from discontinued operations	229,789		23,618		20,697

Provision for income taxes	41,313		2,585		4,855

Net income from discontinued operations	188,476		21,033		15,842

Net income from discontinued operations attributable to non-controlling interest	66,213		6,022		5,713
Net income from discontinued operations attributable to i3 Verticals, Inc.	$	122,263	$	15,011	$	10,129

The Company has elected to not separately disclose discontinued operations on its consolidated statement of cash flows. The following table presents cash flows from discontinued operations for major captions on the consolidated financial statements:


	Year ended September 30,
	2024		2023		2022
Depreciation and amortization	$	8,649	$	10,023	$	10,094
Equity-based compensation	8,160		4,155		3,575
Provision for doubtful accounts	26		(19)		276
Amortization of capitalized customer acquisition costs	873		746		674
Write down of intangible asset	—		2,660		—
Provision for deferred income taxes	32		378		564
Non-cash lease expense	802		1,032		1,038
Contingent consideration paid in excess of original estimates	—		(3,211)		(962)
Expenditures for property and equipment	(705)		(1,540)		(838)
Expenditures for capitalized software	(957)		(1,612)		(1,776)
Purchases of merchant portfolios and residual buyouts	(5,372)		(2,191)		(52)
Acquisitions of businesses, net of cash and restricted cash acquired	—		(4,497)		—
Acquisition of other intangibles	(11)		(420)		—
Proceeds from sale of Merchant Services Business, net of cash sold	435,058		—		—
Cash paid for contingent consideration	—		—		(4,790)

The following table presents significant non-cash investing and financing activities for major captions on the consolidated financial statements:


	Year ended September 30,
	2024	2023	2022
Residual buyouts financed through principal and interest forgiveness of a loan	—	5,860	—
Right-of-use assets obtained in exchange for operating lease obligations	1,741	785	935

SIGNIFICANT NON-CASH TRANSACTIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
Restricted Class A common stock issued as part of acquisition purchase consideration (Note 5)	$ 7,517	$ 2,000	$ 0
Acquisition date fair value of contingent consideration in connection with business combinations	2,130	760	6,281
Residual buyouts financed through principal and interest forgiveness of a loan	0	5,860	0
Replacement of the Prior Senior Secured Credit Facility with the 2023 Senior Secured Credit Facility	0	284,000	0
Debt issuance costs financed with proceeds from the 2023 Senior Secured Credit Facility	0	2,386	0
Accrued interest financed with proceeds from the 2023 Senior Secured Credit Facility	0	1,617	0
Right-of-use assets obtained in exchange for operating lease obligations	$ 2,605	$ 927	$ 7,846

LONG-TERM DEBT, NET - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Feb. 18, 2020
Debt Instrument [Line Items]
Debt issuance costs, net	$ 0	$ (1,500)
Total long-term debt, net of issuance costs	26,223	388,005
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Long-term debt	0	272,505
1.0% Exchangeable Senior Notes due 2025 \| Exchangeable Notes
Debt Instrument [Line Items]
Long-term debt	26,223	$ 117,000
Debt issuance costs, net	$ (93)
Stated interest rate (percent)	1.00%		1.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

DISCONTINUED OPERATIONS (Tables)

12 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Disposal Groups, Including Discontinued Operations

The following table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations of the Merchant Services Business:


	September 30,
	2023
Assets
Current assets
Cash and cash equivalents	$	7
Accounts receivable, net	14,325
Prepaid expenses and other current assets	2,937
Current assets held for sale	17,269
Property and equipment, net	2,249
Restricted cash	200
Capitalized software, net	4,520
Goodwill	141,580
Intangible assets, net	63,803
Operating lease right-of-use assets	2,107
Other assets	4,895
Long-term assets held for sale	219,354
Total assets	$	236,623

Liabilities and equity
Liabilities
Current liabilities
Accounts payable	$	4,695
Accrued expenses and other current liabilities	4,160
Deferred revenue	2,490
Current portion of operating lease liabilities	852
Current liabilities held for sale	12,197
Operating lease liabilities, less current portion	1,465
Other long-term liabilities	1,065
Long-term liabilities held for sale	2,530
Total liabilities	$	14,727


	Year ended September 30,
	2024		2023		2022

Revenue	$	145,907	$	143,517	$	130,110

Operating expenses
Other costs of services	67,122		65,197		60,533
Selling, general and administrative	45,880		42,005		37,124
Depreciation and amortization	8,649		10,023		10,094
Change in fair value of contingent consideration	—		14		1,662
Total operating expenses	121,651		117,239		109,413

Income from operations	24,256		26,278		20,697

Other (income) expenses
Interest expense, net	43		—		—
Other (income) expense (including gain on disposal of $205,576 in the year ended September 30, 2024)	(205,576)		2,660		—
Total other (income) expenses	(205,533)		2,660		—

Income become income taxes from discontinued operations	229,789		23,618		20,697

Provision for income taxes	41,313		2,585		4,855

Net income from discontinued operations	188,476		21,033		15,842

Net income from discontinued operations attributable to non-controlling interest	66,213		6,022		5,713
Net income from discontinued operations attributable to i3 Verticals, Inc.	$	122,263	$	15,011	$	10,129


	Year ended September 30,
	2024		2023		2022
Depreciation and amortization	$	8,649	$	10,023	$	10,094
Equity-based compensation	8,160		4,155		3,575
Provision for doubtful accounts	26		(19)		276
Amortization of capitalized customer acquisition costs	873		746		674
Write down of intangible asset	—		2,660		—
Provision for deferred income taxes	32		378		564
Non-cash lease expense	802		1,032		1,038
Contingent consideration paid in excess of original estimates	—		(3,211)		(962)
Expenditures for property and equipment	(705)		(1,540)		(838)
Expenditures for capitalized software	(957)		(1,612)		(1,776)
Purchases of merchant portfolios and residual buyouts	(5,372)		(2,191)		(52)
Acquisitions of businesses, net of cash and restricted cash acquired	—		(4,497)		—
Acquisition of other intangibles	(11)		(420)		—
Proceeds from sale of Merchant Services Business, net of cash sold	435,058		—		—
Cash paid for contingent consideration	—		—		(4,790)

The following table presents significant non-cash investing and financing activities for major captions on the consolidated financial statements:


	Year ended September 30,
	2024	2023	2022
Residual buyouts financed through principal and interest forgiveness of a loan	—	5,860	—
Right-of-use assets obtained in exchange for operating lease obligations	1,741	785	935

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
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+ Details

CREDIT RISK AND OTHER CONCENTRATIONS	12 Months Ended
CREDIT RISK AND OTHER CONCENTRATIONS	Sep. 30, 2024
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. No single customer accounted for more than 10% of the Company's revenue from continuing operations during the years ended September 30, 2024, 2023 and 2022. 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 a third party payment processor, which facilitates substantially all of our proprietary payments revenues from continuing operations for the years ended September 30, 2024, 2023, and 2022.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Error Corrections and Prior Period Adjustments

The following tables present the effects of the change in presentation within the Consolidated Statements of Cash Flows:


	For the year ended September 30, 2023
	As Previously Reported	Adjustment	As Adjusted
Cash flows from operating activities:
Settlement obligations	(2,667)	2,667	—
Net cash provided by operating activities	34,503	2,667	37,170

Cash flows from financing activities:
Net payments for settlement obligations	—	(2,667)	(2,667)
Net cash provided by financing activities	75,652	(2,667)	72,985


	For the year ended September 30, 2022
	As Previously Reported	Adjustment	As Adjusted
Cash flows from operating activities:
Settlement obligations	2,087	(2,087)	—
Net cash provided by operating activities	45,846	(2,087)	43,759

Cash flows from financing activities:
Net proceeds from settlement obligations	—	2,087	2,087
Net cash provided by financing activities	73,033	2,087	75,120

The following tables present the effects of the change in presentation within the Consolidated Balance Sheets:


	September 30, 2023
	As Previously Reported	Adjustment	As Adjusted
Assets
Other assets	8,803	2,924	11,727
Total assets	881,493	2,924	884,417

Liabilities
Long-term debt, less current portion and debt issuance costs, net	385,081	2,924	388,005
Total liabilities	553,197	2,924	556,121
Total liabilities and equity	881,493	2,924	884,417

Schedule of Disaggregation of Revenue

The tables below present a disaggregation of the Company's revenue from contracts with customers for continuing operations by product by segment. The Company's products are defined as follows:

•Software and related services — Includes SaaS, transaction-based fees, ongoing software maintenance and support, software licenses, and other professional services related to our software offerings

•Proprietary payments — Includes discount 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, 2024
	Public Sector		Healthcare		Other		Total
Software and related services revenue	$	125,592	$	43,902	$	(436)	$	169,058
Proprietary payments revenue	50,089		267		(15)		50,341
Other revenue	9,160		1,397		(33)		10,524
Total revenue	$	184,841	$	45,566	$	(484)	$	229,923


	For the year ended September 30, 2023
	Public Sector		Healthcare		Other		Total
Software and related services revenue	$	127,118	$	42,795	$	(45)	$	169,868
Proprietary payments revenue	46,551		95		(30)		46,616
Other revenue	8,545		1,693		—		10,238
Total revenue	$	182,214	$	44,583	$	(75)	$	226,722


	For the year ended September 30, 2022
	Public Sector		Healthcare		Other		Total
Software and related services revenue	$	99,281	$	42,181	$	14	$	141,476
Proprietary payments revenue	36,027		35		(57)		36,005
Other revenue	8,643		1,607		21		10,271
Total revenue	$	143,951	$	43,823	$	(22)	$	187,752

The tables below present a disaggregation of the Company's revenue from contracts with customers from continuing operations by timing of transfer of goods or services by segment. The Company's revenue included in each category are defined as follows:

•Revenue earned over time — Includes SaaS, professional services, ongoing support, discount fees, or other stand-ready obligations; and

•Revenue earned at a point in time — Includes software licenses sold as functional intellectual property, equipment, or point in time service fees that are not stand-ready obligations.


	For the year ended September 30, 2024
	Public Sector		Healthcare		Other		Total
Revenue earned over time	$	170,522	$	45,288	$	(436)	$	215,374
Revenue earned at a point in time	14,319		278		(48)		14,549
Total revenue	$	184,841	$	45,566	$	(484)	$	229,923


	For the year ended September 30, 2023
	Public Sector		Healthcare		Other		Total
Revenue earned over time	$	163,331	$	44,164	$	(46)	$	207,449
Revenue earned at a point in time	18,883		419		(29)		19,273
Total revenue	$	182,214	$	44,583	$	(75)	$	226,722


	For the year ended September 30, 2022
	Public Sector		Healthcare		Other		Total
Revenue earned over time	$	125,552	$	42,273	$	(37)	$	167,788
Revenue earned at a point in time	18,399		1,550		15		19,964
Total revenue	$	143,951	$	43,823	$	(22)	$	187,752

Schedule of Changes in Deferred Revenue

The following table presents the changes in deferred revenue as of and for the years ended September 30, 2024 and 2023:


Balance at September 30, 2022	$	29,228
Deferral of revenue	32,830
Recognition of unearned revenue	(29,135)
Balance at September 30, 2023	$	32,985
Deferral of revenue	39,686
Recognition of unearned revenue	(32,847)
Balance at September 30, 2024	$	39,824

DISCONTINUED OPERATIONS - Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Current assets
Current assets held for sale	$ 0	$ 17,269
Long-term assets held for sale	0	219,354
Current liabilities
Current liabilities held for sale	0	12,197
Long-term liabilities held for sale	$ 0	2,530
Merchant Services Business \| Discontinued Operations, Held-for-Sale or Disposed of by Sale
Current assets
Cash and cash equivalents		7
Accounts receivable, net		14,325
Prepaid expenses and other current assets		2,937
Current assets held for sale		17,269
Property and equipment, net		2,249
Restricted cash		200
Capitalized software, net		4,520
Goodwill		141,580	$ 138,716
Intangible assets, net		63,803
Operating lease right-of-use assets		2,107
Other assets		4,895
Long-term assets held for sale		219,354
Total assets		236,623
Current liabilities
Accounts payable		4,695
Accrued expenses and other current liabilities		4,160
Deferred revenue		2,490
Current portion of operating lease liabilities		852
Current liabilities held for sale		12,197
Operating lease liabilities, less current portion		1,465
Other long-term liabilities		1,065
Long-term liabilities held for sale		2,530
Total liabilities		$ 14,727

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

12 Months Ended

Sep. 30, 2024

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

Schedule of Prepaid Expenses and Other Current Assets

A summary of the Company's prepaid expenses and other current assets as of September 30, 2024 and 2023 is as follows:


	2024		2023(1)
Inventory	$	2,423	$	2,038
Prepaid licenses	5,148		3,107
Prepaid insurance	129		682
Notes receivable — current portion	195		4
Other current assets	2,337		3,681
Prepaid expenses and other current assets	$	10,232	$	9,512

__________________________

1.In connection with the sale of the Merchant Services Business, $2,937 of the Company's prepaid expenses and other current assets (as of September 30, 2023) were classified as "Current assets held for sale" in the accompanying consolidated balance sheets and were not included in these amounts.

INCOME TAXES - Components of Uncertain Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Unrecognized Tax Benefits [Roll Forward]
Gross unrecognized tax benefits, beginning balance	$ 238	$ 83
Increase in current year tax positions	197	108
Increase in prior year tax positions	78	73
Settlements and other reductions	57	26
Gross unrecognized tax benefits, ending balance	$ 456	$ 238

DISCONTINUED OPERATIONS - Additional Information (Details) - Discontinued Operations, Held-for-Sale or Disposed of by Sale - Merchant Services Business $ in Thousands	12 Months Ended
	Sep. 30, 2024 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of Merchant Services Business, net of cash sold	$ 438,000
Transaction costs incurred	$ 2,626

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

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”).

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation within the consolidated statements of cash flows.

Discontinued operations

The results of operations for the Company's Merchant Services Business have been reclassified as discontinued operations for all periods presented in the consolidated statements of operations. Assets and liabilities subject to the sale of the Merchant Services Business have been reclassified as held for sale for all periods presented in the consolidated balance sheets. Refer to Note 2 for additional information.

Change in presentation of cash flows associated with "Settlement obligations"

During the second quarter of 2024, the Company elected to change its presentation of cash flows associated with "Settlement obligations" from operating activities to financing actives within the Consolidated Statements of Cash Flows. Comparative amounts have been reclassified to conform to the current period presentation. This change has no impact on the Consolidated Balance Sheet, Consolidated Statements of Operations or Consolidated Statement of Changes in Equity.

The following tables present the effects of the change in presentation within the Consolidated Statements of Cash Flows:


	For the year ended September 30, 2023
	As Previously Reported	Adjustment	As Adjusted
Cash flows from operating activities:
Settlement obligations	(2,667)	2,667	—
Net cash provided by operating activities	34,503	2,667	37,170

Cash flows from financing activities:
Net payments for settlement obligations	—	(2,667)	(2,667)
Net cash provided by financing activities	75,652	(2,667)	72,985


	For the year ended September 30, 2022
	As Previously Reported	Adjustment	As Adjusted
Cash flows from operating activities:
Settlement obligations	2,087	(2,087)	—
Net cash provided by operating activities	45,846	(2,087)	43,759

Cash flows from financing activities:
Net proceeds from settlement obligations	—	2,087	2,087
Net cash provided by financing activities	73,033	2,087	75,120

Change in presentation of debt issuance costs related to the 2023 Senior Secured Credit Facility

During the fourth quarter of 2024, the Company elected to change its presentation of debt issuance costs associated with the revolver pursuant to the 2023 Senior Secured Credit Facility to an asset rather than a reduction in the related liability as the previously drawn amounts on the 2023 Senior Secured Credit Facility were repaid upon the closing of the sale of the Merchant Services Business. Comparative amounts have been reclassified to conform to the current period presentation. This change has no impact on the Consolidated

Statements of Operations, Consolidated Statement of Changes in Equity or Consolidated Statements of Cash Flows.

The following tables present the effects of the change in presentation within the Consolidated Balance Sheets:


	September 30, 2023
	As Previously Reported	Adjustment	As Adjusted
Assets
Other assets	8,803	2,924	11,727
Total assets	881,493	2,924	884,417

Liabilities
Long-term debt, less current portion and debt issuance costs, net	385,081	2,924	388,005
Total liabilities	553,197	2,924	556,121
Total liabilities and equity	881,493	2,924	884,417

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 transferable into cash with an original maturity less than 90 days.

Restricted Cash

Restricted cash represents funds held in escrow related to acquisitions or held-on-deposit with our processing bank 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.

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 expenses, 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. Settlement assets and settlement obligations were both $632 as of September 30, 2024 and $4,873 as of September 30, 2023, respectively.

Accounts Receivable and Credit Policies

Accounts receivable 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 $664 and $544 as of September 30, 2024 and 2023, respectively; however, actual write-offs may exceed estimated amounts. In connection with the sale of the Merchant Services Business, $200 at September 30, 2023 of the Company's allowance for doubtful were classified as "Current assets held for sale" in the accompanying consolidated balance sheets and were not included in these 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 expenses, 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. Settlement assets and settlement obligations were $632 as of September 30, 2024 and $4,873 as of September 30, 2023.

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 or specific basis, or net realizable value. Inventories were $2,423 and $2,038 at September 30, 2024 and 2023, respectively, and are included within prepaid expenses and other current assets on the accompanying consolidated balance sheets. In connection with the sale of the Merchant Services Business, $2,100 at September 30, 2023 of the Company's inventories were classified as "Current assets held for sale" in the accompanying consolidated balance sheets and were not included in these amounts.

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 from continuing operations during the years ended September 30, 2024, 2023 and 2022.

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 customers. 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.

Additionally, development costs for software to be used internally is capitalized under similar guidance as discussed above. Once the software product is in the application development stage, costs are required to be capitalized. Costs incurred during the preliminary product phase or post implementation stage are expensed as incurred. Overhead, general and administrative, and training costs are not capitalized.

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. There were no impairment charges from continuing operations during the years ended September 30, 2024, 2023 and 2022.

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 $195 and $199 at September 30, 2024 and 2023, respectively, and are included within prepaid expenses and other current assets and 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 contingent consideration included in an acquisition is calculated using a Monte Carlo simulation as well as a discounted cash flows analysis. The fair value of customer relationships and non-compete assets acquired is identified using the Income Approach. The fair values of trade names and internally-developed software acquired are identified using the Relief from Royalty 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, 2024 contributed $884 and $61 of revenue and net loss, 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.

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. 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 goodwill impairment test on July 1, 2024. Two of these five reporting units were part of the Merchant Service Business, for which a definitive agreement to sell was signed on June 26, 2024. For the two reporting units within the Merchant Services Business, the Company performed a qualitative assessment. For the remaining three reporting units, the Company performed a quantitative assessment. For each of the years ended September 30, 2024, 2023 and 2022 the Company determined that none of its reporting units were impaired.

Intangible Assets

Intangible assets include acquired customer relationships, referral agreements, trademarks, trade names, website development costs and non-compete agreements. Customer relationships represent the fair value of customer relationships purchased by the Company. 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.

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, 2024, 2023 and 2022.

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 12.

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 11, 14, and 15.

Revenue Recognition and Deferred Revenue

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's revenue from continuing operations for the years ended September 30, 2024, 2023 and 2022 is derived from the following sources:

•Software and related services — Includes software as a service ("SaaS"), transaction-based fees, ongoing software maintenance and support, software licenses and other professional services related to our software offerings

•Proprietary payments — Includes volume-based payment processing fees (“discount fees”) and other related fixed transaction or service fees

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

Revenues from 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 control of the software license transfers to the customer. The Company also generates revenue from maintenance services related to these software licenses, which is recognized over the term of the agreement.The Company also offers access to its software under software-as-a-service (“SaaS”) arrangements, which represent services arrangements, and under which customers do not have the right to take possession of the software. Revenue from SaaS arrangements is recognized over time, over the term of the agreement. Contracts with professional services, such as training or installation, are evaluated to determine if the customer can benefit from these services independently, whether they can be provided by other available resources, or whether they are separately identifiable from other contract promises.

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 customers under which the customer engages the Company to provide both payment authorization services and transaction settlement services for all of the cardholder transactions of the customer, 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 customers require on a daily basis over the contract term. These services are stand ready obligations, as the nature of the promise is to stand ready to process an undetermined quantiy of transactions. 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 customer, 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 customer 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 bank and card network, respectively, for the years ended September 30, 2024, 2023 and 2022.

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 are also derived from a variety of transaction fees, which are charged for transacting on our proprietary payment facilitator platform and software solutions, and fees for other miscellaneous services. Revenues derived from such fees are recognized in the time the transactions occur and when there are no further performance obligations. Revenue from the sale of equipment, is recognized upon transfer of ownership to the customer, after which there are no further performance obligations.

Arrangements may contain multiple performance obligations, such as payment authorization services, transaction settlement services, hardware, software products, SaaS, 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, customer segment pricing strategies and the product life cycle. In arrangements with multiple performance obligations, the Company applies significant judgement in determining the 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 hardware and software elements 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 over time in accordance with our satisfaction of our performance obligations. The Company’s professional services, including training, installation, and repair services are recognized as revenue as these services are performed.

ASC 606 provides various optional practical expedients. The Company elected the use of the practical expedient relating to the disclosure of remaining performance obligations within a contract and will not disclose remaining performance obligations for contracts (i) with an original expected duration of one year or less or (ii) in which revenue from the satisfaction of the performance obligations is recognized in the amounts invoiced in accordance with ASC 606-10-55-18. The Company also has additional contracts with an original expected duration of greater than one year for which revenue had not yet been recognized. These contracts do not allow for termination for convenience, which reduces the risks related to future revenue recognition. The transaction price allocated to the remaining performance obligations related to these contracts is not considered useful to the users of the financial statements due to the exclusion of certain revenue based on the aforementioned practical expedients.

The tables below present a disaggregation of the Company's revenue from contracts with customers for continuing operations by product by segment. The Company's products are defined as follows:

•Proprietary payments — Includes discount 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, 2024
	Public Sector		Healthcare		Other		Total
Software and related services revenue	$	125,592	$	43,902	$	(436)	$	169,058
Proprietary payments revenue	50,089		267		(15)		50,341
Other revenue	9,160		1,397		(33)		10,524
Total revenue	$	184,841	$	45,566	$	(484)	$	229,923


	For the year ended September 30, 2023
	Public Sector		Healthcare		Other		Total
Software and related services revenue	$	127,118	$	42,795	$	(45)	$	169,868
Proprietary payments revenue	46,551		95		(30)		46,616
Other revenue	8,545		1,693		—		10,238
Total revenue	$	182,214	$	44,583	$	(75)	$	226,722


	For the year ended September 30, 2022
	Public Sector		Healthcare		Other		Total
Software and related services revenue	$	99,281	$	42,181	$	14	$	141,476
Proprietary payments revenue	36,027		35		(57)		36,005
Other revenue	8,643		1,607		21		10,271
Total revenue	$	143,951	$	43,823	$	(22)	$	187,752

•Revenue earned over time — Includes SaaS, professional services, ongoing support, discount fees, or other stand-ready obligations; and

•Revenue earned at a point in time — Includes software licenses sold as functional intellectual property, equipment, or point in time service fees that are not stand-ready obligations.


	For the year ended September 30, 2024
	Public Sector		Healthcare		Other		Total
Revenue earned over time	$	170,522	$	45,288	$	(436)	$	215,374
Revenue earned at a point in time	14,319		278		(48)		14,549
Total revenue	$	184,841	$	45,566	$	(484)	$	229,923


	For the year ended September 30, 2023
	Public Sector		Healthcare		Other		Total
Revenue earned over time	$	163,331	$	44,164	$	(46)	$	207,449
Revenue earned at a point in time	18,883		419		(29)		19,273
Total revenue	$	182,214	$	44,583	$	(75)	$	226,722


	For the year ended September 30, 2022
	Public Sector		Healthcare		Other		Total
Revenue earned over time	$	125,552	$	42,273	$	(37)	$	167,788
Revenue earned at a point in time	18,399		1,550		15		19,964
Total revenue	$	143,951	$	43,823	$	(22)	$	187,752

Contract Assets

The Company bills for certain software and related services sales and fixed fee professional services upon pre-determined milestones in the contracts. 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. Additionally, contract assets also include software licenses sold as a right to use license but paid for under a subscription model. Under this structure, the license revenue is recognized upfront while a portion of the revenue is unbilled. Unbilled amounts associated with these professional services and software licenses sold under the subscription model are presented as accounts receivable as the Company has an unconditional right to payment for services performed.

As of September 30, 2024 and September 30, 2023, the Company’s contract assets from contracts with customers was $8,680 and $15,131, respectively.

Contract Liabilities

Deferred revenue represents amounts billed to customers 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 years ended September 30, 2024 and 2023:


Balance at September 30, 2022	$	29,228
Deferral of revenue	32,830
Recognition of unearned revenue	(29,135)
Balance at September 30, 2023	$	32,985
Deferral of revenue	39,686
Recognition of unearned revenue	(32,847)
Balance at September 30, 2024	$	39,824

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 expected customer life, unless a commensurate payment is not expected at renewal. As of September 30, 2024, the Company had $857 of capitalized contract costs, compared to $632 of capitalized contract costs as of September 30, 2023. The contract costs relate to commissions paid to employees and agents as well as other incentives given to customers to obtain new sales, included within “Other assets" on the consolidated balance sheets. In connection with the sale of the Merchant Services Business, $4,334 at September 30, 2023 of the Company's capitalized contract costs were classified as "Long-term assets held for sale" in the accompanying consolidated

balance sheets and were not included in these amounts. The Company recorded commissions expense from continuing operations related to these costs for the years ended September 30, 2024, 2023 and 2022 of $92, $46 and $33 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 customers, or have a substantive stay requirement prior to payment.

Other Cost of Services

Other costs of services from continuing operations include costs directly related to the Company's software and related services, such as hosting expenses. Additionally, other costs of services include costs directly attributable related to payment processing services such as processing and bank sponsorships. Losses resulting from chargebacks against a customer are included in other cost of services. Residual payments to our distribution partners and the cost of equipment sold is also included in cost of services. Other costs of services are recognized at the time the related revenue is recognized.

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

Selling, General and Administrative

Selling general and administrative expenses from continuing operations 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 from continuing operations was $2,537, $3,242 and $3,328 for the years ended September 30, 2024, 2023 and 2022, 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 from continuing operations was $18,178, $23,723 and $22,655 for the years ended September 30, 2024, 2023 and 2022, 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, determination of performance obligations for revenue recognition, 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.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 will provide improvements to the income tax disclosures primarily related to the income taxes paid and rate reconciliation, and how legislation changes may affect future capital allocation and cash flow forecasts. The amendment will improve the consistency in which companies provide tax information, and will further increase the transparency of related tax risks and operational opportunities. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company will not be required to adopt ASU 2023-09 until October 1, 2025. The Company is currently evaluating the impact of the adoption of ASU 2023-09 on the Company’s financial statement disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 improves interim disclosure requirements for segment reporting, including clarifications regarding the measure of profit and loss used to assess segment performance and the allocation of resources. Further, it enhances the disclosures for reporting segment expenses and will require the Company to report significant expenses regularly provided by the chief operating decision maker. The amendment will require companies to disclose a more granular level of information with regards to segment reporting to further enhance the transparency of what specified amounts are included within each segment. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will not be required to adopt ASU 2023-07 until October 1, 2024. The Company is currently evaluating the impact of the adoption of ASU 2023-07 on the Company’s financial statement disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 will require companies to disaggregate, within the notes to the financial statements, certain expenses presented on the face of the financial statements to enhance transparency and help investors better understand an entity's performance. The amendment will specifically require that an entity disclose the amounts related to purchases of inventory, employee compensation, depreciation and intangible asset amortization. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately

EQUITY-BASED COMPENSATION

12 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

EQUITY-BASED COMPENSATION

A summary of equity-based compensation expense for continuing operations recognized during the years ended September 30, 2024, 2023 and 2022 is as follows:


	Year ended September 30,
	2024		2023		2022
Stock options	$	14,113	$	20,923	$	21,768
Restricted stock units	4,065		2,800		887
Equity-based compensation expense	$	18,178	$	23,723	$	22,655

In connection with the sale of the Merchant Services Business, $8,160, $4,155 and $3,575 of the Company's equity-based compensation expense was classified as "net income from discontinued operations" in the accompanying consolidated statements of operations during the years ended September 30, 2024, 2023, and 2022, respectively.

Amounts are included in general and administrative expense on the consolidated statements of operations. Current and deferred income tax benefits for continuing operations of $3,114, $4,260 and $4,029 were recognized related to equity-based compensation during the years ended September 30, 2024, 2023, and 2022, 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, 2024, there were 1,388,444 shares of equity awards 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, 2024, there were 1,369,876 shares of equity awards available for grant under the 2020 Inducement Plan.

Share-based compensation expense includes the estimated effects of forfeitures, which will be adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates.

The Company has issued stock option awards under the 2018 Plan and the 2020 Inducement Plan. The fair value of the stock option awards during the years ended September 30, 2024 and 2023 was determined on the

grant date using the Black-Scholes valuation model based on the following weighted-average assumptions:


	September 30, 2024		September 30, 2023
Expected volatility(1)	52.1	%	54.9	%
Expected dividend yield(2)	—	%	—	%
Expected term(3)	6 years		6 years
Risk-free interest rate(4)	4.1	%	3.9	%

_________________

1.For the year ended September 30, 2024, expected volatility is based on the volatility of the Company's own share price. For the year ended September 30, 2023, 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, 2024 is as follows:


	Stock Options	Weighted Average Exercise Price
Outstanding at September 30, 2023	8,576,670	$	25.16
Granted	969,556	19.27
Exercised	(75,135)	19.52
Forfeited	(350,147)	27.86
Outstanding at September 30, 2024	9,120,944	$	24.48

Exercisable at September 30, 2024	7,004,727	$	25.22

The weighted-average grant date fair value of stock options granted during the year ended September 30, 2024 was $10.56.

As of September 30, 2024, there were 9,120,944 stock options outstanding, of which 7,004,727 were exercisable. As of September 30, 2024, total unrecognized compensation expense related to unvested stock options, including an estimate for pre-vesting forfeitures, was $15,151, which is expected to be recognized over a weighted-average period of 2.7 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, 2024 was $25,404.

In connection with the sale of the Merchant Services Business, the Company fully accelerated the vesting period for 188,482 options (to the extent not previously vested) held by employees of the Merchant Services Business immediately prior to the closing of the Transactions pursuant to the Purchase Agreement.

Restricted Stock Units

The Company has issued Class A common stock in the form of restricted stock units ("RSUs") under the 2018 Plan.

A summary of activity related to restricted stock units as of September 30, 2024 is as follows:


	Restricted Stock Units	Weighted Average Exercise Price
Outstanding at September 30, 2023	874,024	$	24.95
Granted	318,584	19.58
Vested	(354,951)	25.22
Forfeited	(66,443)	23.77
Outstanding at September 30, 2024	771,214	$	22.71

The weighted-average grant date fair value of RSUs granted during the year ended September 30, 2024 was $19.58.

As of September 30, 2024, total unrecognized compensation expense related to unvested RSUs, including an estimate for pre-vesting forfeitures, was $9,898, which is expected to be recognized over a weighted average period of 2.8 years.

The total fair value of RSUs that vested during the year ended September 30, 2024 was $8,989.

In connection with the sale of the Merchant Services Business, the Company fully accelerated the vesting period for 173,230 RSUs (to the extent not previously vested) held by employees of the Merchant Services Business immediately prior to the closing of the Transactions pursuant to the Purchase Agreement.

LEASES - Maturities of Lease Liabilities (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Leases [Abstract]
2025	$ 4,002
2026	3,287
2027	1,378
2028	601
2029	591
Thereafter	620
Total future minimum lease payments (undiscounted)	10,479
Less: present value discount	(657)
Present value of lease liability	9,822
Short-term leases	$ 9

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 25, 2018
Related Party Transaction [Line Items]
Percent of tax benefits payable to continuing equity owners		85.00%
Continuing Equity Owner \| Class B Common Stock
Related Party Transaction [Line Items]
Tax benefits due to continuing equity owners	$ 39,197

EARNINGS PER SHARE (Tables)

12 Months Ended

Sep. 30, 2024

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 from continuing operations:


	Year ended September 30,
	2024		2023		2022
Basic and diluted net loss per share:
Numerator
Net loss	$	(13,346)	$	(23,685)	$	(39,059)
Less: Net loss attributable to non-controlling interests	(4,424)		(7,863)		(11,828)
Net loss attributable to Class A common stockholders	$	(8,922)	$	(15,822)	$	(27,231)
Denominator
Weighted average shares of Class A common stock outstanding	23,419,421		23,137,586		22,249,656
Basic and diluted net loss per share(1)(2)(3)	$	(0.38)	$	(0.68)	$	(1.22)

____________________

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock from discontinued operations:


	Year ended September 30,
	2024		2023		2022
Basic net income per share:
Numerator
Net income	$	188,476	$	21,033	$	15,842
Less: Net income attributable to non-controlling interests	66,213		6,022		5,713
Net income attributable to Class A common stockholders	$	122,263	$	15,011	$	10,129
Denominator
Weighted average shares of Class A common stock outstanding	23,419,421		23,137,586		22,249,656
Basic net income per share	$	5.22	$	0.65	$	0.46

Dilutive net loss per share:
Numerator
Net income attributable to Class A common stockholders	$	122,263	$	15,011	$	10,129
Reallocation of net income assuming conversion of common units(1)	50,342		4,549		4,290
Net income attributable to Class A common stockholders - diluted	$	172,605	$	19,560	$	14,419
Denominator
Weighted average shares of Class A common stock outstanding	23,419,421		23,137,586		22,249,656
Weighted average effect of dilutive securities(2)	10,459,742		10,833,145		10,850,526
Weighted average shares of Class A common stock outstanding - diluted	33,879,163		33,970,731		33,100,182
Diluted net income per share	$	5.09	$	0.58	$	0.44

__________________________

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Sep. 30, 2023
Preferred stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Class A Common Stock
Common stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	150,000,000	150,000,000
Common stock, issued (in shares)	23,882,035	23,253,272
Common stock, outstanding (in shares)	23,882,035	23,253,272
Class B Common Stock
Common stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	40,000,000	40,000,000
Common stock, issued (in shares)	10,032,676	10,093,394
Common stock, outstanding (in shares)	10,032,676	10,093,394

ORGANIZATION AND OPERATIONS	12 Months Ended
ORGANIZATION AND OPERATIONS	Sep. 30, 2024
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 software solutions integrated with our proprietary payment facilitator platform to customers in strategic vertical markets. The Company’s headquarters are in located 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. In connection with the IPO, the Company completed certain reorganization transactions, which among other things, resulted in i3 Verticals, Inc. being the sole managing member of i3 Verticals, LLC (the "Reorganization Transactions"). Following the completion of the IPO and Reorganization Transactions, the Company is a holding company and the principal asset that it owns are the common units in i3 Verticals, LLC. 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. As the sole managing member of i3 Verticals, LLC, i3 Verticals, Inc. consolidates the financial results of i3 Verticals, LLC and reports a non-controlling interest representing the Common Units of i3 Verticals, LLC held by other owners other (the “Continuing Equity Owners”). 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 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, 2024, i3 Verticals, Inc. owned 70.4% of the economic interest in i3 Verticals, LLC. As of September 30, 2024, the Continuing Equity Owners owned Common Units in i3 Verticals, LLC representing approximately 29.6% of the economic interest in i3 Verticals, LLC, shares of Class A common stock in the Company representing approximately 0.7% of the economic interest and voting power in the Company, and shares of Class B common stock in i3 Verticals, Inc., representing approximately 29.6% of the voting power in the Company. Combining the Class A common stock and Class B common stock, the Continuing Equity Holders hold approximately 30.3% of the economic interest and voting power in i3 Verticals, Inc. At-the-Market Program On August 20, 2021, the Company, together with i3 Verticals, LLC, entered into an at-the-market offering sales agreement (the "Sales Agreement") with Raymond James & Associates, Inc., Morgan Stanley & Co. LLC and BTIG, LLC (each a “Sales Agent”), under which the Company could issue and sell, from time to time and through the Sales Agents, shares of the Company's Class A common stock having an aggregate offering price of up to $125,000 (the “ATM Program”). During the quarter and year ended September 30, 2024, the Company did not sell any Class A common stock under the ATM Program. During the quarter and year ended September 30, 2023, the Company sold 722,000 shares of Class A common stock, raising $17,869 in net proceeds under the ATM Program. The aggregate compensation paid by the Company to the Sales Agents with respect to such sales was $440. During the three months ended September 30, 2024, the Company terminated the Sales Agreement pursuant to which the ATM Program had been operated.

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Sep. 30, 2024	Nov. 22, 2024	Mar. 31, 2024
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Sep. 30, 2024
Current Fiscal Year End Date	--09-30
Document Transition Report	false
Entity File Number	001-38532
Entity Registrant Name	i3 Verticals, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-4052852
Entity Address, Address Line One	40 Burton Hills Blvd.
Entity Address, Address Line Two	Suite 415
Entity Address, City or Town	Nashville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37215
City Area Code	615
Local Phone Number	465-4487
Title of 12(b) Security	Class A Common Stock, $0.0001 Par Value
Trading Symbol	IIIV
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 536.0
Documents Incorporated by Reference	Portions of the registrant’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.
Entity Central Index Key	0001728688
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		23,507,730
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,032,676

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Cost	$ 204,825	$ 194,717
AccumulatedAmortization	(42,026)	(31,585)
CarryingValue	$ 162,799	163,132
Estimated Useful Life	3 years
Total identifiable intangible assets
Cost	$ 204,843	194,734
AccumulatedAmortization	(42,026)	(31,585)
Carrying Value	162,816	163,149
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Amortization expense of intangible assets	12,514	12,930	$ 9,867
Trademarks
Indefinite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets:	18	17
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Cost	199,720	187,700
AccumulatedAmortization	(38,843)	(27,500)
CarryingValue	160,877	160,200
Total identifiable intangible assets
AccumulatedAmortization	$ (38,843)	$ (27,500)
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	9 years	9 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	25 years	25 years
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Cost	$ 358	$ 762
AccumulatedAmortization	(192)	(905)
CarryingValue	166	(143)
Total identifiable intangible assets
AccumulatedAmortization	$ (192)	$ (905)
Non-compete agreements \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	3 years	3 years
Non-compete agreements \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	8 years	6 years
Website and brand development costs
Finite-Lived Intangible Assets [Line Items]
Cost	$ 6	$ 15
AccumulatedAmortization	(5)	(13)
CarryingValue	1	2
Total identifiable intangible assets
AccumulatedAmortization	$ (5)	$ (13)
Website and brand development costs \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life		3 years
Website and brand development costs \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	3 years	4 years
Trade names
Finite-Lived Intangible Assets [Line Items]
Cost	$ 4,741	$ 5,631
AccumulatedAmortization	(2,987)	(2,950)
CarryingValue	1,754	2,681
Total identifiable intangible assets
AccumulatedAmortization	$ (2,987)	$ (2,950)
Trade names \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	2 years	3 years
Trade names \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	5 years	7 years
Referral and exclusivity agreements
Finite-Lived Intangible Assets [Line Items]
Cost		$ 609
AccumulatedAmortization		(217)
CarryingValue		392
Total identifiable intangible assets
AccumulatedAmortization		$ (217)
Referral and exclusivity agreements \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life		5 years
Discontinued Operations, Held-for-Sale or Disposed of by Sale \| Merchant Services Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Intangible assets, net		$ 63,803

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying amount of goodwill are as follows:


	Public Sector		Healthcare		Other		Total
Balance at September 30, 2022(1)	$	168,095	$	46,828	$	—	$	214,923
Goodwill attributable to preliminary purchase price adjustments and acquisition activity during the year ended September 30, 2023	53,060		—		—		53,060
Balance at September 30, 2023(1)	221,155		46,828		—		267,983
Goodwill attributable to preliminary purchase price adjustments and acquisition activity during the year ended September 30, 2024	12,695		—		—		12,695
Balance at September 30, 2024	$	233,850	$	46,828	$	—	$	280,678

__________________________

1.In connection with the sale of the Merchant Services Business, $141,580 and $138,716 at September 30, 2023 and 2022, respectively, of the Company's goodwill were classified as "Long-term assets held for sale" in the accompanying consolidated balance sheets and were not included in these amounts.

Intangible assets, net consisted of the following as of September 30, 2024:


	Cost		Accumulated Amortization		Carrying Value		Amortization Life and Method
Finite-lived intangible assets:
Customer relationships	$	199,720	$	(38,843)	$	160,877	9 to 25 years – straight-line
Non-compete agreements	358		(192)		166		3 to 8 years – straight-line
Website and brand development costs	6		(5)		1		3 years – straight-line
Trade names	4,741		(2,987)		1,754		2 to 5 years – straight-line
Total finite-lived intangible assets	204,825		(42,026)		162,799

Indefinite-lived intangible assets:
Trademarks	18		—		18
Total identifiable intangible assets	$	204,843	$	(42,026)	$	162,816

Intangible assets, net consisted of the following as of September 30, 2023(1):


	Cost		Accumulated Amortization		Carrying Value		Amortization Life and Method
Finite-lived intangible assets:
Customer relationships	$	187,700	$	(27,500)	$	160,200	9 to 25 years – accelerated or straight-line
Non-compete agreements	762		(905)		(143)		3 to 6 years – straight-line
Website development costs	15		(13)		2		3 to 4 years – straight-line
Trade names	5,631		(2,950)		2,681		3 to 7 years – straight-line
Referral and exclusivity agreements	609		(217)		392		5 years – straight-line
Total finite-lived intangible assets	194,717		(31,585)		163,132

Indefinite-lived intangible assets:
Trademarks	17		—		17
Total identifiable intangible assets	$	194,734	$	(31,585)	$	163,149

__________________________

1.In connection with the sale of the Merchant Services Business, $63,803 of the Company's intangible assets, net (as of September 30, 2023) were classified as "Long-term assets held for sale" in the accompanying consolidated balance sheets and were not included in these amounts.

Amortization expense for intangible assets for continuing operations amounted to $12,514, $12,930 and $9,867 during the years ended September 30, 2024, 2023 and 2022, respectively.

Based on gross carrying amounts at September 30, 2024, 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:


2025	$	12,962
2026	12,528
2027	12,069
2028	11,906
2029	11,879
Thereafter	101,455
	$	162,799

GOODWILL AND INTANGIBLE ASSETS - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Goodwill [Roll Forward]
Goodwill, beginning	$ 267,983	$ 214,923
Goodwill attributable to preliminary purchase price adjustments and acquisition activity	12,695	53,060
Goodwill, ending	280,678	267,983
Discontinued Operations, Held-for-Sale or Disposed of by Sale \| Merchant Services Business
Goodwill [Roll Forward]
Goodwill		141,580	$ 138,716
Public Sector
Goodwill [Roll Forward]
Goodwill, beginning	221,155	168,095
Goodwill attributable to preliminary purchase price adjustments and acquisition activity	12,695	53,060
Goodwill, ending	233,850	221,155
Healthcare
Goodwill [Roll Forward]
Goodwill, beginning	46,828	46,828
Goodwill attributable to preliminary purchase price adjustments and acquisition activity	0	0
Goodwill, ending	46,828	46,828
Other
Goodwill [Roll Forward]
Goodwill, beginning	0	0
Goodwill attributable to preliminary purchase price adjustments and acquisition activity	0	0
Goodwill, ending	$ 0	$ 0

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
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-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482598/350-20-45-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

EARNINGS PER SHARE - Antidilutive Securities (Details) - $ / shares	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022	Feb. 18, 2020	Feb. 13, 2020
Class A Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	10,067,399	10,109,247	10,170,668
Exchangeable notes, exchange price per share (in USD per share)	$ 40.87			$ 40.87
Warrant exercise price (in USD per share)					$ 62.88
Out-of-the-money Options \| Class A Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	7,701,564	5,580,144	4,580,844
Stock options \| Class A Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	392,343	723,898	679,858
Out-of-the-Money Discontinued Operation Stock Options
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	7,701,564	5,580,144	4,580,844

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Additional Paid-In Capital	Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment	Retained Earnings (Deficit)	Retained Earnings (Deficit) Cumulative Effect, Period of Adoption, Adjustment	Non-Controlling Interest	Class A Common Stock	Class A Common Stock Common Stock	Class B Common Stock	Class B Common Stock Common Stock
Beginning balance, outstanding (in shares) at Sep. 30, 2021									22,026,098		10,229,142
Beginning balance, outstanding at Sep. 30, 2021	$ 289,591		$ 211,237		$ (6,480)		$ 84,831		$ 2		$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	26,230		26,230
Net income (loss)	(23,217)				(17,102)		(6,115)
Distributions to non-controlling interest holders	0
Redemption of common units in i3 Verticals, LLC (in shares)									111,000		(111,000)
Redemption of common units in i3 Verticals, LLC	0		918				(918)
Sale of Class A common stock, net (in shares)									722,000
Sale of Class A common stock, net	17,869		17,869
Capitalization of public offering costs	(440)		(440)
Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	(2,554)		(2,554)
Exercise of equity-based awards (in shares)									127,350
Exercise of equity-based awards	209		209
Allocation of equity to non-controlling interests	0		(11,511)				11,511
Ending balance, outstanding (in shares) at Sep. 30, 2022									22,986,448		10,118,142
Ending balance, outstanding at Sep. 30, 2022	$ 307,688	$ (11,933)	241,958	$ (23,382)	(23,582)	$ 11,449	89,309		$ 2		$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible List]	Accounting Standards Update 2020-06 [Member]
Equity-based compensation	$ 27,878		27,878
Net income (loss)	(2,652)				(811)		(1,841)
Distributions to non-controlling interest holders	0
Redemption of common units in i3 Verticals, LLC (in shares)									24,748		(24,748)
Redemption of common units in i3 Verticals, LLC	0		224				(224)
Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	6,407		6,407
Exercise of equity-based awards (in shares)									159,906
Exercise of equity-based awards	(1,092)		(1,092)
Allocation of equity to non-controlling interests	0		(4,305)				4,305
Issuance of Class A common stock under the 2020 Inducement Plan (in shares)									82,170
Issuance of Class A common stock under the 2020 Inducement Plan	2,000		2,000
Ending balance, outstanding (in shares) at Sep. 30, 2023								23,253,272	23,253,272	10,093,394	10,093,394
Ending balance, outstanding at Sep. 30, 2023	328,296		249,688		(12,944)		91,549		$ 2		$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	26,338		26,338
Net income (loss)	175,130				113,341		61,789
Distributions to non-controlling interest holders	(25,608)						(25,608)
Redemption of common units in i3 Verticals, LLC (in shares)									60,718		(60,718)
Redemption of common units in i3 Verticals, LLC	0		576				(576)
Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	$ 3,543		3,543
Exercise of equity-based awards (in shares)	75,135								256,411
Exercise of equity-based awards	$ (683)		(683)
Sale of exchangeable note hedges	1,483		1,483
Repurchases of warrants	(657)		(657)
Allocation of equity to non-controlling interests	0		(8,470)				8,470
Issuance of Class A common stock under the 2020 Inducement Plan (in shares)									311,634
Issuance of Class A common stock under the 2020 Inducement Plan	7,517		7,517
Ending balance, outstanding (in shares) at Sep. 30, 2024								23,882,035	23,882,035	10,032,676	10,032,676
Ending balance, outstanding at Sep. 30, 2024	$ 515,359		$ 279,335		$ 100,397		$ 135,624		$ 2		$ 1

ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Accrued expenses and other current liabilities:
Accrued wages, bonuses, commissions and vacation	$ 5,737	$ 6,888
Accrued interest	43	1,313
Accrued contingent consideration — current portion	716	6,825
Escrow liabilities	2,174	3,965
Accrued tax distributions	24,276	0
Accrued income tax expense	30,520	3,148
Tax receivable agreement liability — current portion	9,850	0
Customer deposits	634	380
Employee health self-insurance liability	917	823
Accrued Hyland expenses	1,165	2,369
Accrued interchange	1,946	1,991
Other accrued liabilities related to the Sale of the Merchant Services Business	7,887	0
Accrued liabilities owed to sellers	355	1,239
Other accrued expenses	3,752	4,639
Accrued expenses and other current liabilities	89,972	33,580
Long-term Liabilities
Accrued contingent consideration — long-term portion	1,636	1,414
Deferred tax liability — long-term	11,402	18,611
Other long-term liabilities	1,883	3,053
Total other long-term liabilities	$ 14,921	23,078
Discontinued Operations, Held-for-Sale or Disposed of by Sale \| Merchant Services Business
Accrued expenses and other current liabilities:
Accrued expenses and other current liabilities		4,160
Long-term Liabilities
Other long-term liabilities		$ 1,065

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Line Items]
Accumulated depreciation	$ (6,461)	$ (4,800)
Property and equipment, net	8,677	10,059
Depreciation expense	$ 2,737	2,353	$ 1,609
Discontinued Operations, Held-for-Sale or Disposed of by Sale \| Merchant Services Business
Property, Plant and Equipment [Line Items]
Property and equipment, net		2,249
Buildings
Property, Plant and Equipment [Line Items]
Estimated Useful Life	20 years
Property and equipment	$ 3,724	4,711
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property and equipment	$ 4,690	3,711
Computer equipment and software \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	2 years
Computer equipment and software \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	7 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,061	2,042
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	2 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	7 years
Terminals
Property, Plant and Equipment [Line Items]
Property and equipment	$ 171	150
Terminals \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	2 years
Terminals \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Office equipment
Property, Plant and Equipment [Line Items]
Property and equipment	$ 1,979	1,504
Office equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	2 years
Office equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Automobiles
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Property and equipment	$ 198	421
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,315	2,320
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	2 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	7 years
Computer software
Property, Plant and Equipment [Line Items]
Property and equipment	$ 330	$ 256

FAIR VALUE MEASUREMENTS

12 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

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, settlement assets and obligations, accounts receivable, other assets, accounts payable, and accrued expenses, approximated their fair values as of September 30, 2024 and 2023, because of the relatively short maturity dates on these instruments. The carrying amount of debt approximates fair value as of September 30, 2024 and 2023, 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, 2022(1)	$	19,636
Contingent consideration accrued at time of business combination	760
Change in fair value of contingent consideration included in Operating expenses	10,767
Contingent consideration paid	(22,924)
Balance at September 30, 2023	8,239
Contingent consideration accrued at time of business combination	2,130
Change in fair value of contingent consideration included in Operating expenses	(690)
Contingent consideration paid	(7,327)
Balance at September 30, 2024	$	2,352

__________________________

1.In connection with the sale of the Merchant Services Business, $3,197 of the Company's accrued contingent consideration (as of September 30, 2022) were classified as "Current liabilities held for sale" in the accompanying consolidated balance sheets and were not included in these amounts.

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 as well as a discounted cash flows analysis. 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 $716 and $6,825 of contingent consideration was recorded in accrued expenses and other current liabilities as of September 30, 2024 and 2023, respectively. Approximately $1,636 and $1,414 of contingent consideration was recorded in other long-term liabilities as of September 30, 2024 and 2023, respectively.

Disclosure of Fair Values

The Company's financial instruments that are not remeasured at fair value include the Exchangeable Notes (see Note 11). 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 $25,685 as of September 30, 2024.

- Definition

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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 6A
-Subparagraph (h)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (h)
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-Section 50
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-Subparagraph (g)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

QUARTERLY INFORMATION (UNAUDITED)

12 Months Ended

Sep. 30, 2024

Quarterly Financial Information Disclosure [Abstract]

QUARTERLY INFORMATION (UNAUDITED)

The tables below present summarized unaudited quarterly results of operations for the years ended September 30, 2024 and 2023. 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 years ended September 30, 2024 and 2023. 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.


	Three Months Ended
	September 30,		June 30,		March 31,		December 31,
Fiscal Year 2024:
Revenue	$	60,864	$	56,037	$	57,968	$	55,054
Other costs of services	5,033		4,722		4,703		4,115
Income (loss) from operations	3,554		(669)		2,486		1,485

Net income (loss) from continuing operations attributable to i3 Verticals, Inc.	6,329		(10,656)		(1,709)		(2,885)
Net income from discontinued operations attributable to i3 Verticals, Inc.	111,581		3,111		3,587		3,983
Net income attributable to i3 Verticals, Inc.	$	117,910	$	(7,545)	$	1,878	$	1,098

Basic earnings (loss) per share from continuing operations attributable to i3 Verticals, Inc	$	0.27	$	(0.45)	$	(0.07)	$	(0.12)
Diluted earnings (loss) per share from continuing operations attributable to i3 Verticals, Inc.(1)(2)(5)	$	0.20	$	(0.45)	$	(0.07)	$	(0.12)
Basic earnings per share from discontinued operations attributable to i3 Verticals, Inc	$	4.72	$	0.13	$	0.15	$	0.17
Diluted earnings per share from discontinued operations attributable to i3 Verticals, Inc.(3)(4)(5)	$	4.60	$	0.13	$	0.15	$	0.16

Fiscal Year 2023:
Revenue	$	58,584	$	57,260	$	59,167	$	51,712
Other costs of services	4,083		3,944		3,990		3,338
Income (loss) from operations	1,255		(4,577)		313		(558)

Net income (loss) from continuing operations attributable to i3 Verticals, Inc.	569		(8,040)		(4,071)		(4,280)
Net income from discontinued operations attributable to i3 Verticals, Inc.	3,979		2,885		4,107		4,040
Net income attributable to i3 Verticals, Inc.	$	4,548	$	(5,155)	$	36	$	(240)

Basic earnings (loss) per share from continuing operations attributable to i3 Verticals, Inc.	$	0.02	$	(0.35)	$	(0.18)	$	(0.19)
Diluted loss per share from continuing operations attributable to i3 Verticals, Inc.(1)(2)(5)	$	(0.02)	$	(0.35)	$	(0.18)	$	(0.19)
Basic earnings per share from discontinued operations attributable to i3 Verticals, Inc	$	0.17	$	0.12	$	0.18	$	0.18
Diluted earnings per share from discontinued operations attributable to i3 Verticals, Inc.(3)(4)(5)	$	0.13	$	0.12	$	0.15	$	0.16

1.For the three months ended September 30, 2024; June 30, 2024; March 31, 2024; and December 31, 2023 the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net earnings per share of Class A common stock from continuing operations:

a.10,032,676, 10,052,017, 10,091,604 and 10,093,394 shares of weighted average Class A common stock, along with the reallocation of net income assuming conversion of these shares, for the three months ended September 30, 2024; June 30, 2024; March 31, 2024; and December 31, 2023, respectively, were excluded because the effect would have been anti-dilutive,

b.6,679,386, 7,764,984, 7,852,595 and 7,496,394 stock options for the three months ended September 30, 2024; June 30, 2024; March 31, 2024; and December 31, 2023, respectively, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive, and

c.479,859, 234,503, 387,235 and 467,777 shares of Class A common stock, resulting from estimated stock option exercises as calculated by the treasury stock method for the three months ended September 30, 2024; June 30, 2024; March 31, 2024; and December 31, 2023, respectively, were excluded because the effect of including them would have been anti-dilutive.

2.For the three months ended September 30, 2023; June 30, 2023; March 31, 2023; and December 31, 2022 the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net earnings per share of Class A common stock from continuing operations:

a.10,099,678, 10,108,218, 10,110,975 and 10,118,142 shares of weighted average Class A common stock, along with the reallocation of net income assuming conversion of these shares, for the three months ended September 30, 2023; June 30, 2023; March 31, 2023; and December 31, 2022, respectively, were excluded because the effect would have been anti-dilutive,

b.5,672,144, 5,729,321, 4,018,042 and 5,652,711 stock options for the three months ended September 30, 2023; June 30, 2023; March 31, 2023; and December 31, 2022, respectively, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive, and

c.675,004, 557,728, 1,022,267 and 696,427 shares of Class A common stock, resulting from estimated stock option exercises as calculated by the treasury stock method for the three months ended September 30, 2023; June 30, 2023; March 31, 2023; and December 31, 2022, respectively, were excluded because the effect of including them would have been anti-dilutive.

3.For the three months ended September 30, 2024; June 30, 2024; March 31, 2024; and December 31, 2023 the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net income per share of Class A common stock from discontinued operations:

a.10,052,017 and 10,091,604 shares of weighted average Class A common stock, along with the reallocation of net income assuming conversion of these shares, for the three months ended June 30, 2024 and March 31, 2024, respectively, were excluded because the effect would have been anti-dilutive,

4.For the three months ended September 30, 2023; June 30, 2023; March 31, 2023; and December 31, 2022 the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net income per share of Class A common stock from discontinued operations:

a.10,108,218 shares of weighted average Class A common stock, along with the reallocation of net income assuming conversion of these shares, for the three months ended June 30, 2023, were excluded because the effect 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 9 above and assuming all common units of i3 Verticals, LLC were exchanged for Class A common stock at the beginning of the period. The common units of i3 Verticals, LLC held by the Continuing Equity Owners are potentially dilutive securities, and the computations of 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 period.

NON-CONTROLLING INTEREST - Additional Information (Details) - i3Verticals, LLC - shares	Sep. 30, 2024	Sep. 30, 2023
Noncontrolling Interest [Line Items]
Non-controlling interest, common units (in shares)	23,882,035	23,253,272
Non-controlling interest, ownership interest (percent)	70.40%	69.70%

EARNINGS PER SHARE - Discontinuing Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share, Basic [Abstract]
Net income									$ 188,476	$ 21,033	$ 15,842
Less: Net income attributable to non-controlling interests									$ 66,213	$ 6,022	$ 5,713
Basic net income per share (in USD per share)	$ 4.72	$ 0.13	$ 0.15	$ 0.17	$ 0.17	$ 0.12	$ 0.18	$ 0.18	$ 5.22	$ 0.65	$ 0.46
Dilutive net loss per share:
Diluted net income per share (in USD per share)	$ 4.60	$ 0.13	$ 0.15	$ 0.16	$ 0.13	$ 0.12	$ 0.15	$ 0.16	$ 5.09	$ 0.58	$ 0.44
Discontinued Operations
Earnings Per Share, Basic [Abstract]
Weighted average shares of Class A common stock outstanding - basic (in shares)									23,419,421	23,137,586	22,249,656
Dilutive net loss per share:
Weighted average shares of Class A common stock outstanding - basic (in shares)									23,419,421	23,137,586	22,249,656
Weighted average shares of Class A common stock outstanding - diluted (in shares)									33,879,163	33,970,731	33,100,182
Class A Common Stock
Earnings Per Share, Basic [Abstract]
Net income									$ 188,476	$ 21,033	$ 15,842
Less: Net income attributable to non-controlling interests									66,213	6,022	5,713
Net income attributable to Class A common stockholders									$ 122,263	$ 15,011	$ 10,129
Weighted average shares of Class A common stock outstanding - basic (in shares)									23,419,421	23,137,586	22,249,656
Basic net income per share (in USD per share)									$ 5.22	$ 0.65	$ 0.46
Dilutive net loss per share:
Net income attributable to Class A common stockholders									$ 122,263	$ 15,011	$ 10,129
Net income attributable to Class A common stockholders - diluted									$ 172,605	$ 19,560	$ 14,419
Weighted average shares of Class A common stock outstanding - basic (in shares)									23,419,421	23,137,586	22,249,656
Weighted average shares of Class A common stock outstanding - diluted (in shares)									23,419,421	23,137,586	22,249,656
Diluted net income per share (in USD per share)									$ 5.09	$ 0.58	$ 0.44
Class A Common Stock \| Discontinued Operations
Dilutive net loss per share:
Reallocation of net income assuming conversion of common units									$ 50,342	$ 4,549	$ 4,290
Weighted average effect of dilutive securities (in shares)									10,459,742	10,833,145	10,850,526

EQUITY-BASED COMPENSATION - Fair Value of Stock Option Awards (Details) - Stock options	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility (percent)	52.10%	54.90%
Expected dividend yield (percent)	0.00%	0.00%
Expected term (percent)	6 years	6 years
Risk-free interest rate (percent)	4.10%	3.90%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exchangeable notes, fair value	$ 25,685
Accrued Expenses and Other Current Liabilities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business combination, contingent consideration, liability	716	$ 6,825
Other Long-term Liabilities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business combination, contingent consideration, liability	$ 1,636	$ 1,414

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands

12 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2022

Cash flows from operating activities:

Net income (loss)

$ 175,130

$ (2,652)

$ (23,217)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

37,445

36,461

29,424

Equity-based compensation

26,338

27,878

26,230

Amortization of debt discount and issuance costs

1,175

1,514

5,795

Gain on repurchase of exchangeable notes

(2,397)

Loss on sale of exchangeable senior note hedges

245

Gain on repurchases of warrants

(105)

Net gain on sale of investments

(295)

Gain on sale of Merchant Services Business

(205,576)

Write down of intangible asset

2,660

Provision for (Benefit from) deferred income taxes

434

(5,935)

2,588

Non-cash lease expense

4,471

4,683

4,922

Other non-cash adjustments to net income

1,346

1,546

1,131

(Decrease) Increase in non-cash contingent consideration expense from original estimate

(690)

10,781

23,725

Changes in operating assets:

Accounts receivable

9,581

(7,657)

(15,771)

Prepaid expenses and other current assets

(603)

1,530

(3,629)

Other assets

(1,673)

(1,865)

(1,197)

Changes in operating liabilities:

Accounts payable

(3,237)

1,674

1,537

Accrued expenses and other current liabilities

27,974

318

9,812

Acquisition escrow obligations

(1,791)

(8,319)

3,218

Deferred revenue

2,026

(1,319)

2,041

Operating lease liabilities

(4,603)

(4,530)

(4,753)

Other long-term liabilities

(10,515)

(25)

Contingent consideration paid in excess of original estimates

(6,567)

(19,303)

(18,072)

Net cash provided by operating activities

48,409

37,170

43,759

Cash flows from investing activities:

Expenditures for property and equipment

(2,964)

(4,204)

(2,268)

Proceeds from sale of property and equipment

618

Expenditures for capitalized software

(11,996)

(12,171)

(10,167)

Purchases of merchant portfolios and residual buyouts

(5,372)

(2,191)

(52)

Acquisitions of businesses, net of cash acquired

(19,100)

(101,998)

(100,715)

Proceeds from sale of Merchant Services Business, net of cash sold

435,058

Payments for other investing activities

(94)

(1,251)

(443)

Proceeds from investments

295

600

Net cash provided by (used in) investing activities

396,150

(121,520)

(113,045)

Cash flows from financing activities:

Proceeds from revolving credit facility

386,952

365,022

335,720

Payments on revolving credit facility

(659,458)

(281,534)

(255,100)

Payments for repurchase of exchangeable notes

(87,840)

Proceeds from sale of exchangeable senior note hedges

1,238

Payments for repurchases of warrants

(552)

Payments of debt issuance costs

(930)

(694)

Proceeds from issuance of Class A common stock, net of underwriting discounts and offering costs

17,692

Net payments for settlement obligations

^[1]

(4,241)

(2,667)

2,087

Cash paid for contingent consideration

(760)

(6,832)

(25,330)

Payments for required distributions to members for tax obligations

(1,088)

Proceeds from stock option exercises

180

694

Payments for employee's tax withholdings from net settled stock option exercises

(708)

(490)

(643)

Net cash (used in) provided by financing activities

(367,362)

72,985

75,120

Net increase (decrease) in cash, cash equivalents, and restricted cash

77,197

(11,365)

5,834

Cash, cash equivalents, and restricted cash at beginning of period

12,400

23,765

17,931

Cash, cash equivalents, and restricted cash at end of period

89,597

12,400

23,765

Supplemental disclosure of cash flow information:

Cash paid for interest

29,492

21,476

8,985

Cash paid for income taxes

$ 7,330

$ 3,236

$ 1,079

[1]	Refer to Note 3 for discussion of the change in the current period presentation.

LEASES - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Weighted-average remaining lease term	2 years	2 years
Weighted-average discount rate of operating leases	7.70%	7.90%
Operating lease costs	$ 4,160	$ 4,388	$ 4,607
Variable lease costs	44	39	55
Short-term rent expense	$ 31	$ 8	$ 65

LEASES

12 Months Ended

Sep. 30, 2024

Leases [Abstract]

LEASES

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, 2024. 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 both at September 30, 2024 and 2023 was two years. The Company had no significant short-term leases during the years ended September 30, 2024 and 2023.

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 7.7% and 7.9% as of September 30, 2024 and 2023, respectively.

Operating lease cost is recognized on a straight-line basis over the lease term. Operating lease costs from continuing operations for the years ended September 30, 2024, 2023 and 2022, were $4,160, $4,388 and $4,607, respectively, which are included in selling, general and administrative expenses in the consolidated statements of operations.

Total operating lease costs from continuing operations for the years ended September 30, 2024, 2023 and 2022, include variable lease costs of approximately $44, $39 and $55, respectively, 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 from continuing operations for the years ended September 30, 2024, 2023 and 2022, was $31, $8 and $65, respectively, and are included in selling, general and administrative expenses in the consolidated statements of operations.

As of September 30, 2024, maturities of lease liabilities for continuing operations are as follows:


Years ending September 30:
2025	4,002
2026	3,287
2027	1,378
2028	601
2029	591
Thereafter	620
Total future minimum lease payments (undiscounted)(1)	10,479
Less: present value discount	(657)
Present value of lease liability	$	9,822

_________________________

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.

QUARTERLY INFORMATION (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Revenue	$ 60,864	$ 56,037	$ 57,968	$ 55,054	$ 58,584	$ 57,260	$ 59,167	$ 51,712
Other costs of services	5,033	4,722	4,703	4,115	4,083	3,944	3,990	3,338	$ 18,573	$ 15,355	$ 12,834
Income (loss) from operations	3,554	(669)	2,486	1,485	1,255	(4,577)	313	(558)	6,854	(3,569)	(23,141)
Net income (loss) from continuing operations attributable to i3 Verticals, Inc.	6,329	(10,656)	(1,709)	(2,885)	569	(8,040)	(4,071)	(4,280)	(8,922)	(15,822)	(27,231)
Net income from discontinued operations attributable to i3 Verticals, Inc.	111,581	3,111	3,587	3,983	3,979	2,885	4,107	4,040	122,263	15,011	10,129
Net income attributable to i3 Verticals, Inc.	$ 117,910	$ (7,545)	$ 1,878	$ 1,098	$ 4,548	$ (5,155)	$ 36	$ (240)	$ 113,341	$ (811)	$ (17,102)
Basic earnings (loss) per share from continuing operations attributable to i3 Verticals, Inc (in USD per share)	$ 0.27	$ (0.45)	$ (0.07)	$ (0.12)	$ 0.02	$ (0.35)	$ (0.18)	$ (0.19)	$ (0.38)	$ (0.68)	$ (1.22)
Diluted earnings (loss) per share from continuing operations attributable to i3 Verticals, Inc. (in USD per share)	0.20	(0.45)	(0.07)	(0.12)	(0.02)	(0.35)	(0.18)	(0.19)	(0.38)	(0.68)	(1.22)
Basic earnings per share from discontinued operations attributable to i3 Verticals, Inc (in USD per share)	4.72	0.13	0.15	0.17	0.17	0.12	0.18	0.18	5.22	0.65	0.46
Diluted earnings per share from discontinued operations attributable to i3 Verticals, Inc. (in USD per share)	$ 4.60	$ 0.13	$ 0.15	$ 0.16	$ 0.13	$ 0.12	$ 0.15	$ 0.16	$ 5.09	$ 0.58	$ 0.44
Continuing Operations
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Other costs of services									$ 18,573	$ 15,355	$ 12,834
Income (loss) from operations									$ 6,854	$ (3,569)	$ (23,141)
Class A Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Basic earnings per share from discontinued operations attributable to i3 Verticals, Inc (in USD per share)									$ 5.22	$ 0.65	$ 0.46
Diluted earnings per share from discontinued operations attributable to i3 Verticals, Inc. (in USD per share)									$ 5.09	$ 0.58	$ 0.44
Antidilutive securities excluded from computation of earnings per share (in shares)									10,067,399	10,109,247	10,170,668
Class A Common Stock \| Out-of-the-money Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)									7,701,564	5,580,144	4,580,844
Class A Common Stock \| Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)									392,343	723,898	679,858
Class A Common Stock \| Continuing Operations
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	10,032,676	10,052,017	10,091,604	10,093,394		10,108,218	10,110,975	10,118,142		10,099,678
Class A Common Stock \| Continuing Operations \| Out-of-the-money Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	6,679,386	7,764,984	7,852,595	7,496,394		5,729,321	4,018,042	5,652,711		5,672,144
Class A Common Stock \| Continuing Operations \| Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	479,859	234,503	387,235	467,777		557,728	1,022,267	696,427		675,004
Class A Common Stock \| Discontinued Operations
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)		10,052,017	10,091,604			10,108,218
Class A Common Stock \| Discontinued Operations \| Out-of-the-money Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)		7,764,984				5,729,321				5,672,144

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

A summary of the Company's property and equipment as of September 30, 2024 and 2023 is as follows:


	Estimated Useful Life	2024		2023(1)
Buildings	20 years	3,724		4,711
Computer equipment and software(2)	2 to 7 years	4,690		3,711
Furniture and fixtures	2 to 7 years	2,061		2,042
Terminals	2 to 3 years	171		150
Office equipment	2 to 5 years	1,979		1,504
Automobiles	3 years	198		421
Leasehold improvements	2 to 7 years	2,315		2,320
Accumulated depreciation		(6,461)		(4,800)
Property and equipment, net		$	8,677	$	10,059

____________________

2.Includes computer software of $330 and $256 as of September 30, 2024 and 2023, respectively.

Depreciation expense for continuing operations for the years ended September 30, 2024, 2023 and 2022 amounted to $2,737, $2,353 and $1,609, respectively.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net income attributable to i3 Verticals, Inc.	$ 117,910	$ (7,545)	$ 1,878	$ 1,098	$ 4,548	$ (5,155)	$ 36	$ (240)	$ 113,341	$ (811)	$ (17,102)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

NON-CONTROLLING INTEREST (Tables)

12 Months Ended

Sep. 30, 2024

Noncontrolling Interest [Abstract]

Schedule of Impact on Equity due to Changes in 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,
	2024		2023		2022
Net income (loss) attributable to non-controlling interest	$	61,789	$	(1,841)	$	(6,115)
Transfers to (from) non-controlling interests:
Distributions to non-controlling interest holders	(25,608)		—		—
Redemption of common units in i3 Verticals, LLC	(576)		(224)		(918)
Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	8,470		4,305		11,511
Net transfers to non-controlling interests	(17,714)		4,081		10,593
Change from net income attributable to non-controlling interests and transfers to non-controlling interests	$	44,075	$	2,240	$	4,478

CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Sep. 30, 2024

Sep. 30, 2023

Current assets

Cash and cash equivalents

$ 86,541

$ 3,105

Accounts receivable, net

55,988

50,785

Settlement assets

632

4,873

Prepaid expenses and other current assets

10,232

9,512

Current assets held for sale

17,269

Total current assets

153,393

85,544

Property and equipment, net

8,677

10,059

Restricted cash

2,424

4,215

Capitalized software, net

58,592

58,057

Goodwill

280,678

267,983

Intangible assets, net

162,816

163,149

Deferred tax asset

48,445

52,514

Operating lease right-of-use assets

8,954

11,815

Other assets

^[1]

6,696

11,727

Long-term assets held for sale

219,354

Total assets

730,675

884,417

Current liabilities

Accounts payable

5,370

6,369

Current portion of long-term debt

26,223

Accrued expenses and other current liabilities

89,972

33,580

Settlement obligations

632

4,873

Deferred revenue

39,029

32,785

Current portion of operating lease liabilities

3,505

3,657

Current liabilities held for sale

12,197

Total current liabilities

164,731

93,461

Long-term debt, less current portion and debt issuance costs, net

^[1]

388,005

Long-term tax receivable agreement obligations

29,347

40,079

Operating lease liabilities, less current portion

6,317

8,968

Other long-term liabilities

14,921

23,078

Long-term liabilities held for sale

2,530

Total liabilities

215,316

556,121

Commitments and contingencies (see Note 16)

Stockholders' equity

Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2024 and 2023

Additional paid-in-capital

279,335

249,688

Accumulated earnings (deficit)

100,397

(12,944)

Total stockholders' equity

379,735

236,747

Non-controlling interest

135,624

91,549

Total equity

515,359

328,296

Total liabilities and equity

730,675

884,417

Class A Common Stock

Stockholders' equity

Common stock

Class B Common Stock

Stockholders' equity

Common stock

$ 1

[1]	Refer to Note 3 for discussion of the change in the current period presentation.

LONG-TERM DEBT, NET - Additional Information (Details)						1 Months Ended	12 Months Ended
LONG-TERM DEBT, NET - Additional Information (Details)	Sep. 30, 2024 USD ($) $ / shares	Jan. 18, 2024 USD ($)	May 08, 2023 USD ($)	Feb. 18, 2020 USD ($) day $ / shares	Feb. 13, 2020 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2020 USD ($)
Debt Instrument [Line Items]
Proceeds from sale of exchangeable senior note hedges							$ 1,238,000	$ 0	$ 0
Repayments of convertible debt							87,840,000	0	0
Amortization of deferred financing costs							1,175,000	1,514,000	1,046,000
Debt issuance costs, net	$ 0						0	1,500,000
Exchangeable notes, fair value	$ 25,685,000						25,685,000
Payments for note hedge transactions		$ 433,000			$ 28,676,000
Payments for repurchases of warrants		987,000				$ 250,000
Loss on sale of exchangeable senior note hedges		245,000					245,000	0	0
Payments for repurchases of warrants							552,000	0	0
Gain on repurchases of warrants		105,000					105,000	0	0
Debt issuance costs incurred							$ 930,000	3,079,000	$ 0
Class A Common Stock
Debt Instrument [Line Items]
Exchangeable notes, exchange price per share (in USD per share) \| $ / shares	$ 40.87			$ 40.87			$ 40.87
Warrants outstanding (in shares) \| shares					3,376,391
Warrant exercise price (in USD per share) \| $ / shares					$ 62.88
Proceeds from Issuance of Warrants					$ 14,669,000
1.0% Exchangeable Senior Notes due 2025 \| Exchangeable Notes
Debt Instrument [Line Items]
Original principal amount		26,223,000		$ 138,000,000
Stated interest rate (percent)	1.00%			1.00%			1.00%
Proceeds from sale of exchangeable senior note hedges				$ 132,762,000
Debt aggregate repurchase amount		90,777,000								$ 21,000,000
Repayments of convertible debt		87,391,000
Debt interest, repurchase amount		386,000
Write off of deferred debt issuance cost		926,000
Gain (loss) on extinguishment of debt		$ 2,397,000
Long-term debt	$ 26,223,000						$ 26,223,000	117,000,000
Amortization of deferred financing costs							482,000	949,000
Debt issuance costs, net	93,000						93,000
Payments for repurchases of warrants						$ 119,000
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				100.00%
1.0% Exchangeable Senior Notes due 2025 \| Exchangeable Notes \| Class A Common Stock
Debt Instrument [Line Items]
Exchangeable notes, exchange rate (percent)				0.0244666
1.0% Exchangeable Senior Notes due 2025 \| Exchangeable Notes \| Class A Common Stock \| February 20, 2023 to 47th Scheduled Trading Day Immediately Preceding the Maturity Date
Debt Instrument [Line Items]
Threshold exchange price as of closing price per share to allow redemption (percent)				130.00%
Threshold trading days closing price for stock must exceed exchange price \| day				20
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Long-term debt	$ 0						$ 0	272,505,000
Commitment Fee	0.15%
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit \| One, Two, Three, Or Six Month SOFR
Debt Instrument [Line Items]
Basis spread on variable rate (percent)	2.00%
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit \| One, Two, Three, Or Six Month SOFR \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (percent)			2.00%
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit \| One, Two, Three, Or Six Month SOFR \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate (percent)			3.00%
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit \| SOFR Plus 1%
Debt Instrument [Line Items]
Basis spread on variable rate (percent)	2.00%
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit \| SOFR Plus 1% \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (percent)			1.00%
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit \| SOFR Plus 1% \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate (percent)			2.00%
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Revolving line of credit borrowing capacity			$ 450,000,000
Optional addition to borrowing capacity			$ 100,000,000
Consolidation basis			1
Debt covenant, minimum consolidated interest coverage ratio	3.3		3				3.3
Debt covenant, maximum total leverage ratio	0.06		5				0.06
Debt instrument, covenant, commitment fee multiplier			$ 450,000,000
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit \| Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Commitment Fee			0.15%
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit \| Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Commitment Fee			0.30%
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit \| Revolving Credit Facility \| One, Two, Three, Or Six Month SOFR
Debt Instrument [Line Items]
Basis spread on variable rate (percent)			0.10%
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit \| Revolving Credit Facility \| Adjusted Term SOFR
Debt Instrument [Line Items]
Basis spread on variable rate (percent)			0.00%
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit \| Revolving Credit Facility \| Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on variable rate (percent)			0.50%
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit \| Revolving Credit Facility \| Secured Overnight Financing Rate SOFR
Debt Instrument [Line Items]
Basis spread on variable rate (percent)			1.00%
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit \| Revolving Credit Facility \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (percent)			1.00%
2019 Senior Secured Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Write off of deferred debt issuance cost								$ 203,000

CAPITALIZED SOFTWARE, NET (Details) - USD ($)	12 Months Ended
CAPITALIZED SOFTWARE, NET (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	3 years
Accumulated amortization	$ (33,962,000)	$ (23,070,000)
Capitalized software, net	58,592,000	58,057,000
Software capitalized during the period	14,079,000	23,799,000
Amortization expense	13,545,000	11,155,000	$ 7,854,000
Amounts written down to net realizable value	0	2,660,000	0
Continuing Operations
Finite-Lived Intangible Assets [Line Items]
Amounts written down to net realizable value	0	0	0
Merchant Services Business \| Discontinued Operations, Held-for-Sale or Disposed of by Sale
Finite-Lived Intangible Assets [Line Items]
Capitalized software, net		4,520,000
Amounts written down to net realizable value	0	2,660,000	$ 0
Software development costs
Finite-Lived Intangible Assets [Line Items]
Capitalized software	83,500,000	73,817,000
Development in progress
Finite-Lived Intangible Assets [Line Items]
Capitalized software	$ 9,054,000	$ 7,310,000
Minimum \| Software development costs
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	3 years
Maximum \| Software development costs
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	10 years

Audit Information	12 Months Ended
Audit Information	Sep. 30, 2024
Audit Information [Abstract]
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	Nashville, Tennessee

INCOME TAXES - Reconciliation of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Expected U.S. federal income taxes at statutory rate	$ (3,993)	$ (5,767)	$ (8,169)
Partnership income not taxed at federal level	(31)	(3,344)	1,706
Valuation allowance	2,248	4,049	8,308
State and local income taxes, net of federal benefit	(2,853)	1,101	(2,800)
Nondeductible expenses and other permanent items	20	93	(136)
Revaluation of debt and other debt transaction differences	(261)	536	1,195
Change in liability for uncertain tax positions	218	155	(25)
Federal tax credits	(1,027)	(615)	0
Other	11	4	73
Income tax (benefit) expense	$ (5,668)	$ (3,788)	$ 152
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Expected U.S. federal income taxes at statutory rate	21.00%	21.00%	21.00%
Partnership income not taxed at federal level	0.20%	12.20%	(4.40%)
Valuation allowance	(11.80%)	(14.70%)	(21.40%)
State and local income taxes, net of federal benefit	15.00%	(4.00%)	7.20%
Nondeductible expenses and other permanent items	(0.10%)	(0.30%)	0.30%
Revaluation of debt and other debt transaction differences	0.014	(0.020)	(0.031)
Change in liability for uncertain tax positions	(1.10%)	(0.60%)	0.10%
Federal tax credits	5.40%	2.20%	0.00%
Other	(0.10%)	0.00%	(0.20%)
Income tax (benefit) expense	29.80%	13.80%	(0.40%)

ACCRUED EXPENSES AND OTHER LIABILITIES

12 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER LIABILITIES

A summary of the Company's accrued expenses and other current liabilities as of September 30, 2024 and 2023 is as follows:


	2024		2023(1)
Accrued wages, bonuses, commissions and vacation	$	5,737	$	6,888
Accrued interest	43		1,313
Accrued contingent consideration — current portion	716		6,825
Escrow liabilities	2,174		3,965
Accrued tax distributions	24,276		—
Accrued income tax expense	30,520		3,148
Tax receivable agreement liability — current portion	9,850		—
Customer deposits	634		380
Employee health self-insurance liability	917		823
Accrued Hyland expenses	1,165		2,369
Accrued interchange	1,946		1,991
Other accrued liabilities related to the Sale of the Merchant Services Business	7,887		—
Accrued liabilities owed to sellers	355		1,239
Other accrued expenses	3,752		4,639
Accrued expenses and other current liabilities	$	89,972	$	33,580

__________________________

1.In connection with the sale of the Merchant Services Business, $4,160 of the Company's accrued expenses and other current liabilities (as of September 30, 2023) were classified as "Current liabilities held for sale" in the accompanying consolidated balance sheets and were not included in these amounts.

A summary of the Company's long-term liabilities as of September 30, 2024 and 2023 is as follows:


	2024		2023(1)
Accrued contingent consideration — long-term portion	$	1,636	$	1,414
Deferred tax liability — long-term	11,402		18,611
Other long-term liabilities	1,883		3,053
Total other long-term liabilities	$	14,921	$	23,078

__________________________

1.In connection with the sale of the Merchant Services Business, $1,065 of the Company's other long-term liabilities (as of September 30, 2023) were classified as "Long-term liabilities held for sale" in the accompanying consolidated balance sheets and were not included in these amounts.

GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 12,962
2026	12,528
2027	12,069
2028	11,906
2029	11,879
Thereafter	101,455
CarryingValue	$ 162,799	$ 163,132

QUARTERLY INFORMATION (UNAUDITED) (Tables)

12 Months Ended

Sep. 30, 2024

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information


	Three Months Ended
	September 30,		June 30,		March 31,		December 31,
Fiscal Year 2024:
Revenue	$	60,864	$	56,037	$	57,968	$	55,054
Other costs of services	5,033		4,722		4,703		4,115
Income (loss) from operations	3,554		(669)		2,486		1,485

Net income (loss) from continuing operations attributable to i3 Verticals, Inc.	6,329		(10,656)		(1,709)		(2,885)
Net income from discontinued operations attributable to i3 Verticals, Inc.	111,581		3,111		3,587		3,983
Net income attributable to i3 Verticals, Inc.	$	117,910	$	(7,545)	$	1,878	$	1,098

Basic earnings (loss) per share from continuing operations attributable to i3 Verticals, Inc	$	0.27	$	(0.45)	$	(0.07)	$	(0.12)
Diluted earnings (loss) per share from continuing operations attributable to i3 Verticals, Inc.(1)(2)(5)	$	0.20	$	(0.45)	$	(0.07)	$	(0.12)
Basic earnings per share from discontinued operations attributable to i3 Verticals, Inc	$	4.72	$	0.13	$	0.15	$	0.17
Diluted earnings per share from discontinued operations attributable to i3 Verticals, Inc.(3)(4)(5)	$	4.60	$	0.13	$	0.15	$	0.16

Fiscal Year 2023:
Revenue	$	58,584	$	57,260	$	59,167	$	51,712
Other costs of services	4,083		3,944		3,990		3,338
Income (loss) from operations	1,255		(4,577)		313		(558)

Net income (loss) from continuing operations attributable to i3 Verticals, Inc.	569		(8,040)		(4,071)		(4,280)
Net income from discontinued operations attributable to i3 Verticals, Inc.	3,979		2,885		4,107		4,040
Net income attributable to i3 Verticals, Inc.	$	4,548	$	(5,155)	$	36	$	(240)

Basic earnings (loss) per share from continuing operations attributable to i3 Verticals, Inc.	$	0.02	$	(0.35)	$	(0.18)	$	(0.19)
Diluted loss per share from continuing operations attributable to i3 Verticals, Inc.(1)(2)(5)	$	(0.02)	$	(0.35)	$	(0.18)	$	(0.19)
Basic earnings per share from discontinued operations attributable to i3 Verticals, Inc	$	0.17	$	0.12	$	0.18	$	0.18
Diluted earnings per share from discontinued operations attributable to i3 Verticals, Inc.(3)(4)(5)	$	0.13	$	0.12	$	0.15	$	0.16

EQUITY-BASED COMPENSATION - Schedule of Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 18,178	$ 23,723	$ 22,655
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	14,113	20,923	21,768
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 4,065	$ 2,800	$ 887

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

NON-CONTROLLING INTEREST

12 Months Ended

Sep. 30, 2024

Noncontrolling Interest [Abstract]

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, 2024, and 2023, respectively, i3 Verticals, Inc. owned 23,882,035 and 23,253,272 of i3 Verticals, LLC's Common Units, representing a 70.4% and 69.7% 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,
	2024		2023		2022
Net income (loss) attributable to non-controlling interest	$	61,789	$	(1,841)	$	(6,115)
Transfers to (from) non-controlling interests:
Distributions to non-controlling interest holders	(25,608)		—		—
Redemption of common units in i3 Verticals, LLC	(576)		(224)		(918)
Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	8,470		4,305		11,511
Net transfers to non-controlling interests	(17,714)		4,081		10,593
Change from net income attributable to non-controlling interests and transfers to non-controlling interests	$	44,075	$	2,240	$	4,478

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amount of Goodwill

Changes in the carrying amount of goodwill are as follows:


	Public Sector		Healthcare		Other		Total
Balance at September 30, 2022(1)	$	168,095	$	46,828	$	—	$	214,923
Goodwill attributable to preliminary purchase price adjustments and acquisition activity during the year ended September 30, 2023	53,060		—		—		53,060
Balance at September 30, 2023(1)	221,155		46,828		—		267,983
Goodwill attributable to preliminary purchase price adjustments and acquisition activity during the year ended September 30, 2024	12,695		—		—		12,695
Balance at September 30, 2024	$	233,850	$	46,828	$	—	$	280,678

__________________________

Schedule of Finite-Lived Intangible Assets

Intangible assets, net consisted of the following as of September 30, 2024:


	Cost		Accumulated Amortization		Carrying Value		Amortization Life and Method
Finite-lived intangible assets:
Customer relationships	$	199,720	$	(38,843)	$	160,877	9 to 25 years – straight-line
Non-compete agreements	358		(192)		166		3 to 8 years – straight-line
Website and brand development costs	6		(5)		1		3 years – straight-line
Trade names	4,741		(2,987)		1,754		2 to 5 years – straight-line
Total finite-lived intangible assets	204,825		(42,026)		162,799

Indefinite-lived intangible assets:
Trademarks	18		—		18
Total identifiable intangible assets	$	204,843	$	(42,026)	$	162,816

Intangible assets, net consisted of the following as of September 30, 2023(1):


	Cost		Accumulated Amortization		Carrying Value		Amortization Life and Method
Finite-lived intangible assets:
Customer relationships	$	187,700	$	(27,500)	$	160,200	9 to 25 years – accelerated or straight-line
Non-compete agreements	762		(905)		(143)		3 to 6 years – straight-line
Website development costs	15		(13)		2		3 to 4 years – straight-line
Trade names	5,631		(2,950)		2,681		3 to 7 years – straight-line
Referral and exclusivity agreements	609		(217)		392		5 years – straight-line
Total finite-lived intangible assets	194,717		(31,585)		163,132

Indefinite-lived intangible assets:
Trademarks	17		—		17
Total identifiable intangible assets	$	194,734	$	(31,585)	$	163,149

__________________________

Schedule of Indefinite-Lived Intangible Assets

Intangible assets, net consisted of the following as of September 30, 2024:


	Cost		Accumulated Amortization		Carrying Value		Amortization Life and Method
Finite-lived intangible assets:
Customer relationships	$	199,720	$	(38,843)	$	160,877	9 to 25 years – straight-line
Non-compete agreements	358		(192)		166		3 to 8 years – straight-line
Website and brand development costs	6		(5)		1		3 years – straight-line
Trade names	4,741		(2,987)		1,754		2 to 5 years – straight-line
Total finite-lived intangible assets	204,825		(42,026)		162,799

Indefinite-lived intangible assets:
Trademarks	18		—		18
Total identifiable intangible assets	$	204,843	$	(42,026)	$	162,816

Intangible assets, net consisted of the following as of September 30, 2023(1):


	Cost		Accumulated Amortization		Carrying Value		Amortization Life and Method
Finite-lived intangible assets:
Customer relationships	$	187,700	$	(27,500)	$	160,200	9 to 25 years – accelerated or straight-line
Non-compete agreements	762		(905)		(143)		3 to 6 years – straight-line
Website development costs	15		(13)		2		3 to 4 years – straight-line
Trade names	5,631		(2,950)		2,681		3 to 7 years – straight-line
Referral and exclusivity agreements	609		(217)		392		5 years – straight-line
Total finite-lived intangible assets	194,717		(31,585)		163,132

Indefinite-lived intangible assets:
Trademarks	17		—		17
Total identifiable intangible assets	$	194,734	$	(31,585)	$	163,149

__________________________

Schedule of Future Amortization Expense for Intangible Assets


2025	$	12,962
2026	12,528
2027	12,069
2028	11,906
2029	11,879
Thereafter	101,455
	$	162,799

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
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-Section 50
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

EQUITY-BASED COMPENSATION - Stock Option Activity (Details) - $ / shares	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Stock Options
Outstanding, beginning balance (in shares)	8,576,670
Granted (in shares)	969,556
Exercised (in shares)	(75,135)
Forfeited (in shares)	(350,147)
Outstanding, ending balance (in shares)	9,120,944	8,576,670
Exercisable (in shares)	7,004,727
Weighted Average Exercise Price
Outstanding, beginning balance (in USD per share)	$ 24.48	$ 25.16
Granted (in USD per share)	19.27
Exercised (in USD per share)	19.52
Forfeited (in USD per share)	27.86
Outstanding, ending balance (in USD per share)	24.48	$ 25.16
Exercisable (in USD per share)	$ 25.22

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS In connection with the Company's IPO, the Company and i3 Verticals, LLC entered into a Tax Receivable Agreement with the Continuing Equity Owners 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 12 for further information. As of September 30, 2024, the total amount due under the Tax Receivable Agreement was $39,197.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section 50
-Paragraph 5
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

ORGANIZATION AND OPERATIONS (Details) - USD ($)		3 Months Ended		12 Months Ended
ORGANIZATION AND OPERATIONS (Details) - USD ($)	Aug. 20, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
At-the-Market Program
Subsidiary, Sale of Stock [Line Items]
Payments of Stock Issuance Costs			$ 440,000		$ 440,000
Class A Common Stock \| At-the-Market Program
Subsidiary, Sale of Stock [Line Items]
Sale of stock number of value issued in transaction	$ 125,000,000
Shares issued (in shares)		0	722,000	0	722,000
Net proceeds from IPO			$ 17,869,000		$ 17,869,000
Continuing Equity Owner
Subsidiary, Sale of Stock [Line Items]
Shareholders ownership interest (percent)		29.60%		29.60%
Continuing Equity Owner \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Shareholders ownership interest (percent)		0.70%		0.70%
Continuing Equity Owner \| Class A and Class B Common Stock
Subsidiary, Sale of Stock [Line Items]
Shareholders ownership interest (percent)		30.30%		30.30%
i3Verticals, LLC
Subsidiary, Sale of Stock [Line Items]
Non-controlling interest, ownership interest (percent)		70.40%	69.70%	70.40%	69.70%

DISCONTINUED OPERATIONS - Cash Flow (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Depreciation and amortization	$ 28,796	$ 26,438	$ 19,330
Equity-based compensation	26,338	27,878	26,230
Write down of intangible asset	0	2,660	0
Provision for deferred income taxes	434	(5,935)	2,588
Non-cash lease expense	4,471	4,683	4,922
Contingent consideration paid in excess of original estimates	(6,567)	(19,303)	(18,072)
Expenditures for property and equipment	(2,964)	(4,204)	(2,268)
Expenditures for capitalized software	(11,996)	(12,171)	(10,167)
Purchases of merchant portfolios and residual buyouts	(5,372)	(2,191)	(52)
Acquisitions of businesses, net of cash and restricted cash acquired	(19,100)	(101,998)	(100,715)
Proceeds from sale of Merchant Services Business, net of cash sold	435,058	0	0
Cash paid for contingent consideration	(760)	(6,832)	(25,330)
Discontinued Operations, Held-for-Sale or Disposed of by Sale \| Merchant Services Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Depreciation and amortization	8,649	10,023	10,094
Equity-based compensation	8,160	4,155	3,575
Provision for doubtful accounts	26	(19)	276
Amortization of capitalized customer acquisition costs	873	746	674
Write down of intangible asset	0	2,660	0
Provision for deferred income taxes	32	378	564
Non-cash lease expense	802	1,032	1,038
Contingent consideration paid in excess of original estimates	0	(3,211)	(962)
Expenditures for property and equipment	(705)	(1,540)	(838)
Expenditures for capitalized software	(957)	(1,612)	(1,776)
Purchases of merchant portfolios and residual buyouts	(5,372)	(2,191)	(52)
Acquisitions of businesses, net of cash and restricted cash acquired	0	(4,497)	0
Acquisition of other intangibles	(11)	(420)	0
Proceeds from sale of Merchant Services Business, net of cash sold	435,058	0	0
Cash paid for contingent consideration	$ 0	$ 0	$ (4,790)

LONG-TERM DEBT, NET

12 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

LONG-TERM DEBT, NET

A summary of long-term debt, net as of September 30, 2024 and September 30, 2023 is as follows:


	Maturity	2024		2023
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility	May 8, 2028	$	—	$	272,505
1.0% Exchangeable Senior Notes due 2025	February 15, 2025	26,223		117,000
Debt issuance costs, net(1)		—		(1,500)
Total long-term debt, net of issuance costs		$	26,223	$	388,005

____________________

1.Refer to Note 3 for discussion of the change in the current period presentation.

2020 Exchangeable Notes Offering

On February 18, 2020, i3 Verticals, LLC issued $138,000 aggregate principal amount of 1.00% 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 1.0% 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.

As of August 15, 2024, the Exchangeable Notes became 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, provided that in September 2022, the Company made the irrevocable election to settle the principal portion of its Exchangeable Notes only in cash. 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.

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 2023 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.

During the fiscal year ended September 30, 2020, we repurchased $21,000 in aggregate principal amount of Exchangeable Notes in open market purchases. In addition, on December 21, 2023, i3 Verticals, LLC entered into agreements to repurchase an additional portion of its Exchangeable Notes pursuant to privately negotiated transactions with a limited number of holders of the Exchangeable Notes (the "Exchangeable Note Repurchases"). The repurchase payments were determined by the Company’s average stock price over the 15 trading-day measurement period ended January 16, 2024. The closing of the Exchangeable Note Repurchases occurred on January 18, 2024, and the Company paid $87,391 to repurchase $90,777 in aggregate principal amount of its Exchangeable Notes and to repay approximately $386 in accrued interest on the repurchased portion of the Exchangeable Notes. The Company wrote off $926 of debt issuance costs in connection with the repurchase transactions. These repurchases resulted in a decrease in the Company's total leverage ratio, and following the completion of the repurchases of these Exchangeable Notes, approximately $26,223 in aggregate principal amount of the Exchangeable Notes remained outstanding, with terms unchanged. The Company recorded a gain on retirement of debt of $2,397 due to the estimated acquisition price exceeding the net carrying amount of the repurchased portion of the Exchangeable Notes, adjusted for unamortized debt issuance costs and costs and third-party fees related to the transaction.

As of September 30, 2024, the aggregate principal amount outstanding of the Exchangeable Notes was $26,223.

In accounting for the issuance of the Exchangeable Notes, transaction costs 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. Non-cash interest expense for amortization of debt issuance costs related to the Exchangeable Notes for the years ended September 30, 2024 and 2023 was $482 and $949, respectively. The Company also wrote off a portion of the debt issuance costs in connection with the repurchase

transactions in April and September 2020. Total unamortized debt issuance costs related to the Exchangeable Notes were $93 as of September 30, 2024.

The estimated fair value of the Exchangeable Notes was $25,685 as of September 30, 2024. 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 14.

Exchangeable Note Hedge 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, i3 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.

In December 2023, i3 Verticals, LLC received $250 from the Counterparties to terminate the portion of the Note Hedge Transactions corresponding to the Exchangeable Notes that were repurchased in fiscal year 2020. Also in December 2023, i3 Verticals, LLC entered into agreements with the Counterparties to terminate the portion of the Note Hedge Transactions corresponding to the Exchangeable Note Repurchases. On January 18, 2024, in connection with the Exchangeable Note Repurchases, the Company and i3 Verticals, LLC terminated the corresponding portions of the Note Hedge Transactions ("Note Hedge Unwinds"), and i3 Verticals, LLC received $987 for the sale of the Note Hedge Unwinds and recorded a loss on the sale of the Note Hedge Unwinds of $245.

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.

In December 2023, the Company paid $119 to the Counterparties to terminate the portion of the Warrants corresponding to the Exchangeable Notes that were repurchased in fiscal year 2020. Also in December 2023, i3 Verticals, LLC entered into agreements with the Counterparties to terminate the portion of the Warrants corresponding to the Exchangeable Note Repurchases. On January 18, 2024, in connection with the Exchangeable Note Repurchases, the Company and i3 Verticals, LLC terminated the corresponding portions of the Warrants ("Warrant Unwinds"), and the Company paid $433 for the repurchase of the Warrant Unwinds and recorded a gain on the repurchase of the Warrant Unwinds of $105.

2023 Senior Secured Credit Facility

On May 8, 2023, i3 Verticals, LLC (the “Borrower”), entered into that certain Credit Agreement (as amended, the “2023 Senior Secured Credit Facility”) with the guarantors and lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (“JPMorgan”). The 2023 Senior Secured Credit Facility replaces the Prior Senior Secured Credit Facility (as defined below). The 2023 Senior Secured Credit Facility provides for aggregate commitments of $450,000 in the form of a senior secured revolving credit facility (the “Revolver”).

The 2023 Senior Secured Credit Facility provides that the Borrower has the right to seek additional commitments to provide additional term loan facilities or additional revolving credit commitments in an aggregate principal amount up to, as of any date of determination, the sum of (i) the greater of $100,000 and 100% of the Borrower’s consolidated EBITDA (as defined in the 2023 Senior Secured Credit Facility) for the most recently completed four quarter period, plus (ii) the amount of certain prepayments of certain indebtedness, so long as, among other things, after giving pro forma effect to the incurrence of such additional borrowings and any related transactions, the Borrower’s consolidated interest coverage ratio (as defined in the 2023 Senior Secured Credit Facility) would not be less than 3.0 to 1.0 and the Borrower’s consolidated total net leverage ratio (as defined in the 2023 Senior Secured Credit Facility) would not exceed 5.0 to 1.0. As of September 30, 2024, the Borrower's consolidated interest coverage ratio was 3.30x and total leverage ratio was 0.06x.

The provision of any such additional amounts under the additional term loan facilities or additional revolving credit commitments are subject to certain additional conditions and the receipt of certain additional commitments by existing or additional lenders. The lenders under the 2023 Senior Secured Credit Facility are not under any obligation to provide any such additional term loan facilities or revolving credit commitments.

The proceeds of the Revolver, together with proceeds from any additional amounts under the additional term loan facilities or additional revolving credit commitments, may only be used by the Borrower to (i) finance working capital, capital expenditures and other lawful corporate purposes, (ii) finance permitted acquisitions (as defined in the 2023 Senior Secured Credit Facility) and (iii) to refinance certain existing indebtedness.

Borrowings under the Revolver will be made, at the Borrower’s option, at the Adjusted Term SOFR rate or the base rate, plus, in each case, an applicable margin.

The Adjusted Term SOFR rate will be the rate of interest per annum equal to the Term SOFR rate (based upon an interest period of one, three or six months), plus 0.10%, plus an applicable margin of 2.00% to 3.00% (2.00% at September 30, 2024). The Adjusted Term SOFR rate shall not be less than 0% in any event.

The base rate is a fluctuating rate of interest per annum equal to the highest of (a) the greater of the federal funds rate or the overnight bank funding rate, plus ½ of 1%, (b) Wall Street Journal prime rate and (c) the Adjusted Term SOFR rate for an interest period of one month, plus 1%, plus an applicable margin of 1.00% to 2.00% (2.00% at September 30, 2024). The base rate shall not be less than 1% in any event.

The applicable margin is based upon the Borrower’s consolidated total net leverage ratio (as defined in the 2023 Senior Secured Credit Facility), as reflected in the schedule below:


Consolidated Total Net Leverage Ratio	Commitment Fee		Letter of Credit Fee		Term Benchmark Loans		Base Rate Loans
> 3.0 to 1.0	0.30	%	3.00	%	3.00	%	2.00	%
> 2.5 to 1.0 but < 3.0 to 1.0	0.25	%	2.50	%	2.50	%	1.50	%
> 2.0 to 1.0 but < 2.5 to 1.0	0.20	%	2.25	%	2.25	%	1.25	%
< 2.0 to 1.0	0.15	%	2.00	%	2.00	%	1.00	%

In addition to paying interest on outstanding principal under the Revolver, the Borrower will be required to pay a commitment fee equal to the product of between 0.15% and 0.30% (the applicable percentage depending on the Borrower’s consolidated total net leverage ratio as reflected in the schedule above, 0.15% at September 30, 2024) times the actual daily amount by which $450,000 exceeds the total amount outstanding under the Revolver and available to be drawn under all outstanding letters of credit.

The Borrower will be permitted to voluntarily reduce the unutilized portion of the commitment amount and repay outstanding loans under the 2023 Senior Secured Credit Facility, whether such amounts are issued under the Revolver or under the additional term loan facilities or additional revolving credit facilities, at any time without premium or penalty.

In addition, if the total amount borrowed under the Revolver exceeds $450,000 at any time, the 2023 Senior Secured Credit Facility requires the Borrower to prepay such excess outstanding amounts.

All obligations under the 2023 Senior Secured Credit Facility are unconditionally guaranteed by the Company, and each of the Company’s existing and future direct and indirect material, wholly owned domestic subsidiaries, subject to certain exceptions. The obligations are secured by first-priority security interests in substantially all tangible and intangible assets of the Borrower, the Company and each subsidiary guarantor, in each case whether owned on the date of the initial borrowings or thereafter acquired.

The 2023 Senior Secured Credit Facility places certain restrictions on the ability of the Borrower, the Company and their subsidiaries to, among other things, incur debt and liens; merge, consolidate or liquidate; dispose of assets; enter into hedging arrangements; make certain restricted payments; undertake transactions with affiliates; enter into sale-leaseback transactions; make certain investments; prepay or modify the terms of certain indebtedness; and modify the terms of certain organizational agreements.

The 2023 Senior Secured Credit Facility contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, certain events of bankruptcy and insolvency, material judgments, certain events with respect to employee benefit plans, invalidity of loan documents and certain changes in control.

Debt issuance costs

The Company incurred $930 and $3,079 in debt issuance costs during the year ended September 30, 2024 and 2023, respectively, and did not incur any debt issuance costs during the year ended September 30, 2022. The Company's debt issuance costs related to the 2023 Senior Secured Credit Facility are being amortized over the related term of the debt using the straight-line method, which is not materially different than the effective interest rate method, and are presented within other assets in the consolidated balance sheets. The amortization of deferred debt issuance costs is included in interest expense and amounted to approximately $1,175, $1,514 and $1,046 during the years ended September 30, 2024, 2023 and 2022, respectively. In connection with the replacement of our prior Senior Secured Credit Facility (which was replaced by the 2023 Senior Secured Credit Facility), the Company recorded a debt extinguishment charge of $203 during the year ended September 30, 2023 for the write-off of deferred financing costs, which was recorded in interest expense in the consolidated statements of operations.

ACQUISITIONS - Pro Forma Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Revenue	$ 235,875	$ 232,750
Net loss	$ (13,382)	$ (24,680)

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Changes in Level 3 Financial Instruments Measured on 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, 2022(1)	$	19,636
Contingent consideration accrued at time of business combination	760
Change in fair value of contingent consideration included in Operating expenses	10,767
Contingent consideration paid	(22,924)
Balance at September 30, 2023	8,239
Contingent consideration accrued at time of business combination	2,130
Change in fair value of contingent consideration included in Operating expenses	(690)
Contingent consideration paid	(7,327)
Balance at September 30, 2024	$	2,352

__________________________

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details)			12 Months Ended
	Jun. 26, 2024 reportable_unit	Jun. 01, 2024 reportable_unit	Sep. 30, 2024 USD ($) reportable_unit	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
Concentration Risk [Line Items]
Settlement assets			$ 632,000	$ 4,873,000	$ 7,540,000	$ 4,768,000
Settlement obligations			632,000	4,873,000
Allowance for doubtful accounts			664,000	544,000
Inventory			2,423,000	2,038,000
Impairment charges			$ 0	0	0
Estimated Useful Life			3 years
Notes receivable, fair value disclosure			$ 195,000	199,000
Revenue from acquisitions			884,000
Net loss			$ (61,000)
Number of reporting units \| reportable_unit	5	5	3
Write down of intangible asset			$ 0	0	0
Contract with customer, asset, before allowance for credit loss			8,680,000	15,131,000
Capitalized contract cost, gross			857,000	632,000
Commissions expense			92,000	46,000	33,000
Advertising expense			2,537,000	3,242,000	3,328,000
Equity-based compensation expense			$ 18,178,000	23,723,000	22,655,000
Merchant Services Business
Concentration Risk [Line Items]
Number of reporting units \| reportable_unit	2		2
Discontinued Operations, Held-for-Sale or Disposed of by Sale \| Merchant Services Business
Concentration Risk [Line Items]
Allowance for credit losses				200,000
Accounts receivable, net				14,325,000
Inventory				2,100,000
Discontinued operation, capitalized contract costs				4,334,000
Equity-based compensation expense			$ 8,160,000	$ 4,155,000	$ 3,575,000
Minimum
Concentration Risk [Line Items]
Maturity period of settlement assets and obligations (in years)			1 day
Maximum
Concentration Risk [Line Items]
Maturity period of settlement assets and obligations (in years)			4 days

SEGMENTS

12 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

SEGMENTS

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

As noted above, on September 20, 2024, the Company completed the transactions contemplated by the Purchase Agreement dated June 26, 2024, and sold the equity interests of the Acquired Entities comprising the Merchant Services Business. The Merchant Services Business comprised the Company's entire former Merchant Services segment and a small portion of the Company's former Software and Services segment. As a result of the sale of the Merchant Services Business, the historical results of the Merchant Services Business have been reflected as discontinued operations in our consolidated financial statements, and the Company no longer presents a Merchant Services segment. See Note 2 to our consolidated financial statements for additional information.

After giving effect to these developments, the Company's core business for continuing operations is delivering seamlessly software solutions integrated with our proprietary payment facilitator platform to customers in strategic vertical markets. The Company has since updated its segmentation, and the core business consists of two new operating segments and reportable segments, Public Sector and Healthcare.

The Public Sector has products and solutions that create an efficient flow of information throughout a variety of public sector entities. We serve customers at both the state and local level and our geographic reach covers most of the United States and some of Canada. Our solutions help our customers provide more responsive and efficient services to their citizens and stakeholders.

The Healthcare segment is dedicated to delivering integrated solutions across the healthcare ecosystem, catering to providers and payers, with a strong emphasis on enhancing process efficiency and ensuring compliance.

The Other category includes corporate overhead expenses, technology resources shared across segments and inter-segment eliminations.

The Company has since updated its intercompany transactions and allocations to adhere to the updated segment structure, which includes Public Sector intercompany, Healthcare intercompany, and intercompany locations within its business. As described above, these transactions include, but are not limited to, resources shared across segments and also exist to eliminate revenue and cost between components that should not be included on a consolidated basis. Although our intercompany structure and allocations have changed due to our updated segments, this reporting is consistent with our accounting policies from prior periods.


	As of and for the Year ended September 30, 2024
	Public Sector			Healthcare			Other		Total
Revenue	$	184,841		$	45,566		$	(484)	$	229,923
Other costs of services	16,125			2,932			(484)		18,573
Recurring cash SG&A expenses(1)	95,500			33,622			23,920		153,042
Total adjusted EBITDA	$	73,216		$	9,012		$	(23,920)	$	58,308
Adjusted EBITDA Margin(2)	40		%	20		%	n/m

Non-recurring or non-cash SG&A expenses
Stock compensation expense									$	18,178
M&A-related expenses									3,161
Other taxes and one-time expenses									2,009
Depreciation and amortization									28,796
Change in fair value of contingent consideration									(690)
Income from operations									6,854

Other expenses
Interest expense, net									29,263
Other income									(3,395)
Total other expenses									25,868

Loss before income taxes									$	(19,014)

Total assets	$	490,328		$	90,801		$	149,546	$	730,675
Goodwill	$	233,850		$	46,828		$	—	$	280,678

n/m = not meaningful

____________________

1.Recurring cash SG&A expenses represents recurring operating costs such as people, technology, facilities, sales and marketing.

2.Adjusted EBITDA Margin represents adjusted EBITDA as a percentage of revenue.


	As of and for the Year ended September 30, 2023
	Public Sector			Healthcare			Other		Total
Revenue	$	182,214		$	44,583		$	(75)	$	226,722
Other costs of services	13,326			2,103			(74)		15,355
Recurring cash SG&A expenses(1)	95,397			33,242			23,329		151,968
Total adjusted EBITDA	$	73,491		$	9,238		$	(23,330)	$	59,399
Adjusted EBITDA Margin(2)	40		%	21		%	n/m

Non-recurring or non-cash SG&A expenses
Stock compensation expense									$	23,723
M&A-related expenses									1,140
Other taxes and one-time expenses									900
Depreciation and amortization									26,438
Change in fair value of contingent consideration									10,767
Loss from operations									(3,569)

Other expenses
Interest expense, net									25,128
Other income									(1,224)
Total other expenses									23,904

Loss before income taxes									$	(27,473)

Total assets	$	482,602		$	96,918		$	68,274	$	647,794
Goodwill	$	221,155		$	46,828		$	—	$	267,983

n/m = not meaningful

____________________

1.Recurring cash SG&A expenses represents recurring operating costs such as people, technology, facilities, sales and marketing.

2.Adjusted EBITDA Margin represents adjusted EBITDA as a percentage of revenue.


	As of and for the Year ended September 30, 2022
	Public Sector			Healthcare			Other		Total
Revenue	$	143,951		$	43,823		$	(22)	$	187,752
Other costs of services	11,162			1,729			(57)		12,834
Recurring cash SG&A expenses(1)	78,280			32,948			20,202		131,430
Total adjusted EBITDA	$	54,509		$	9,146		$	(20,167)	$	43,488
Adjusted EBITDA Margin(2)	38		%	21		%	n/m

Non-recurring or non-cash SG&A expenses
Stock compensation expense									$	22,655
M&A-related expenses									2,101
Other taxes and one-time expenses									480
Depreciation and amortization									19,330
Change in fair value of contingent consideration									22,063
Income from operations									(23,141)

Other expenses
Interest expense, net									14,775
Other expense									991
Total other expenses									15,766

Loss before income taxes									$	(38,907)

Total assets	$	373,353		$	108,950		$	56,699	$	539,002
Goodwill	$	168,095		$	46,828		$	—	$	214,923

n/m = not meaningful

____________________

1.Recurring cash SG&A expenses represents recurring operating costs such as people, technology, facilities, sales and marketing.

2.Adjusted EBITDA Margin represents adjusted EBITDA as a percentage of revenue.

The Company has not disclosed expenditures on long-lived assets as such expenditures are not reviewed by or provided to the chief operating decision maker.

- Definition

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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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes Consolidated Balance Sheets (Details) - USD ($)
$ in Thousands

Sep. 30, 2024

Sep. 30, 2023

Assets

Other assets

^[1]

$ 6,696

$ 11,727

Total assets

730,675

884,417

Liabilities

Long-term debt, less current portion and debt issuance costs, net

^[1]

388,005

Total liabilities

215,316

556,121

Total liabilities and equity

$ 730,675

884,417

As Previously Reported

Assets

Other assets

8,803

Total assets

881,493

Liabilities

Long-term debt, less current portion and debt issuance costs, net

385,081

Total liabilities

553,197

Total liabilities and equity

881,493

Adjustment

Assets

Other assets

2,924

Total assets

2,924

Liabilities

Long-term debt, less current portion and debt issuance costs, net

2,924

Total liabilities

2,924

Total liabilities and equity

$ 2,924

[1]	Refer to Note 3 for discussion of the change in the current period presentation.

- Definition

Amount of asset recognized for present right to economic benefit.

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+ Details

- Definition

Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Concentration Risk [Line Items]
Revenue	$ 229,923	$ 226,722	$ 187,752
Revenue earned over time
Concentration Risk [Line Items]
Revenue	215,374	207,449	167,788
Revenue earned at a point in time
Concentration Risk [Line Items]
Revenue	14,549	19,273	19,964
Public Sector
Concentration Risk [Line Items]
Revenue	184,841	182,214	143,951
Public Sector \| Revenue earned over time
Concentration Risk [Line Items]
Revenue	170,522	163,331	125,552
Public Sector \| Revenue earned at a point in time
Concentration Risk [Line Items]
Revenue	14,319	18,883	18,399
Healthcare
Concentration Risk [Line Items]
Revenue	45,566	44,583	43,823
Healthcare \| Revenue earned over time
Concentration Risk [Line Items]
Revenue	45,288	44,164	42,273
Healthcare \| Revenue earned at a point in time
Concentration Risk [Line Items]
Revenue	278	419	1,550
Other
Concentration Risk [Line Items]
Revenue	(484)	(75)	(22)
Other \| Revenue earned over time
Concentration Risk [Line Items]
Revenue	(436)	(46)	(37)
Other \| Revenue earned at a point in time
Concentration Risk [Line Items]
Revenue	(48)	(29)	15
Software and related services revenue
Concentration Risk [Line Items]
Revenue	169,058	169,868	141,476
Software and related services revenue \| Public Sector
Concentration Risk [Line Items]
Revenue	125,592	127,118	99,281
Software and related services revenue \| Healthcare
Concentration Risk [Line Items]
Revenue	43,902	42,795	42,181
Software and related services revenue \| Other
Concentration Risk [Line Items]
Revenue	(436)	(45)	14
Proprietary payments revenue
Concentration Risk [Line Items]
Revenue	50,341	46,616	36,005
Proprietary payments revenue \| Public Sector
Concentration Risk [Line Items]
Revenue	50,089	46,551	36,027
Proprietary payments revenue \| Healthcare
Concentration Risk [Line Items]
Revenue	267	95	35
Proprietary payments revenue \| Other
Concentration Risk [Line Items]
Revenue	(15)	(30)	(57)
Other revenue
Concentration Risk [Line Items]
Revenue	10,524	10,238	10,271
Other revenue \| Public Sector
Concentration Risk [Line Items]
Revenue	9,160	8,545	8,643
Other revenue \| Healthcare
Concentration Risk [Line Items]
Revenue	1,397	1,693	1,607
Other revenue \| Other
Concentration Risk [Line Items]
Revenue	$ (33)	$ 0	$ 21

EQUITY-BASED COMPENSATION (Tables)

12 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Equity-Based Compensation Expense

A summary of equity-based compensation expense for continuing operations recognized during the years ended September 30, 2024, 2023 and 2022 is as follows:


	Year ended September 30,
	2024		2023		2022
Stock options	$	14,113	$	20,923	$	21,768
Restricted stock units	4,065		2,800		887
Equity-based compensation expense	$	18,178	$	23,723	$	22,655

Schedule of Fair Value of Stock Option Awards

The fair value of the stock option awards during the years ended September 30, 2024 and 2023 was determined on the

grant date using the Black-Scholes valuation model based on the following weighted-average assumptions:


	September 30, 2024		September 30, 2023
Expected volatility(1)	52.1	%	54.9	%
Expected dividend yield(2)	—	%	—	%
Expected term(3)	6 years		6 years
Risk-free interest rate(4)	4.1	%	3.9	%

_________________

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.

Schedule of Stock Option Activity

A summary of stock option activity for the year ended September 30, 2024 is as follows:


	Stock Options	Weighted Average Exercise Price
Outstanding at September 30, 2023	8,576,670	$	25.16
Granted	969,556	19.27
Exercised	(75,135)	19.52
Forfeited	(350,147)	27.86
Outstanding at September 30, 2024	9,120,944	$	24.48

Exercisable at September 30, 2024	7,004,727	$	25.22

Schedule of Restricted Stock Units

A summary of activity related to restricted stock units as of September 30, 2024 is as follows:


	Restricted Stock Units	Weighted Average Exercise Price
Outstanding at September 30, 2023	874,024	$	24.95
Granted	318,584	19.58
Vested	(354,951)	25.22
Forfeited	(66,443)	23.77
Outstanding at September 30, 2024	771,214	$	22.71

FAIR VALUE MEASUREMENTS - Changes in Level 3 Financial Instruments Measured on Recurring Basis (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Costs and Expenses	Costs and Expenses
Merchant Services Business
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Disposal Group, Including Discontinued Operation, Accrued Contingent Consideration			$ 3,197
Accrued Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Contingent consideration accrued at time of business combination	$ 2,130	$ 760
Change in fair value of contingent consideration included in Operating expenses	(690)	10,767
Contingent consideration paid	(7,327)	(22,924)
Accrued Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning	8,239	19,636
Balance, ending	$ 2,352	$ 8,239

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Revenue	$ 229,923	$ 226,722	$ 187,752
Operating expenses
Other costs of services	18,573	15,355	12,834
Selling, general and administrative	176,390	177,731	156,666
Depreciation and amortization	28,796	26,438	19,330
Change in fair value of contingent consideration	(690)	10,767	22,063
Total operating expenses	223,069	230,291	210,893
Income (loss) from operations	6,854	(3,569)	(23,141)
Other expenses
Interest expense, net	29,263	25,128	14,775
Other (income) expense	(3,395)	(1,224)	991
Total other expenses	25,868	23,904	15,766
Loss before income taxes	(19,014)	(27,473)	(38,907)
(Benefit from) provision for income taxes	(5,668)	(3,788)	152
Net loss from continuing operations	(13,346)	(23,685)	(39,059)
Net income from discontinued operations, net of income taxes	188,476	21,033	15,842
Net income (loss)	175,130	(2,652)	(23,217)
Net loss from continuing operations attributable to non-controlling interest	(4,424)	(7,863)	(11,828)
Net income from discontinued operations attributable to non-controlling interest	66,213	6,022	5,713
Net income (loss) attributable to non-controlling interest	61,789	(1,841)	(6,115)
Net loss from continuing operations attributable to i3 Verticals, Inc.	(8,922)	(15,822)	(27,231)
Net income from discontinued operations attributable to i3 Verticals, Inc.	122,263	15,011	10,129
Net income (loss) attributable to i3 Verticals, Inc.	$ 113,341	$ (811)	$ (17,102)
Net loss per share attributable to Class A common stockholders from continuing operations:
Basic (in USD per share)	$ (0.38)	$ (0.68)	$ (1.22)
Diluted (in USD per share)	(0.38)	(0.68)	(1.22)
Net income per share attributable to Class A common stockholders from discontinued operations:
Basic (in USD per share)	5.22	0.65	0.46
Diluted (in USD per share)	$ 5.09	$ 0.58	$ 0.44
Continuing Operations
Revenue	$ 229,923	$ 226,722	$ 187,752
Operating expenses
Other costs of services	18,573	15,355	12,834
Selling, general and administrative	153,042	151,968	131,430
Depreciation and amortization	28,796	26,438	19,330
Income (loss) from operations	6,854	(3,569)	(23,141)
Other expenses
Interest expense, net	29,263	25,128	14,775
Other (income) expense	(3,395)	(1,224)	991
Total other expenses	25,868	23,904	15,766
Loss before income taxes	$ (19,014)	$ (27,473)	$ (38,907)
Weighted average shares of Class A common stock outstanding:
Weighted average shares of Class A common stock outstanding (in shares)	23,419,421	23,137,586	22,249,656
Weighted average shares of Class A common stock outstanding - diluted (in shares)	23,419,421	23,137,586	22,249,656
Discontinued Operations
Weighted average shares of Class A common stock outstanding:
Weighted average shares of Class A common stock outstanding (in shares)	23,419,421	23,137,586	22,249,656
Weighted average shares of Class A common stock outstanding - diluted (in shares)	33,879,163	33,970,731	33,100,182

INCOME TAXES - Additional Information (Details) - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022	Jun. 25, 2018
Class of Stock [Line Items]
Valuation allowance	$ 17,631,000	$ 28,232,000
Investment in partnership	52,039,000	52,432,000
Accrued interest related to uncertain tax positions	0	0
Accrued penalties related to uncertain tax positions	0	0
Unrecognized tax benefits	456,000	238,000	$ 83,000
Percent of tax benefits payable to continuing equity owners				85.00%
Tax benefits retained (percent)				15.00%
Increase (decrease) in net deferred tax assets	(1,187,000)	(932,000)	$ 1,038,000
Deferred tax asset recognized	72,613,000	85,581,000
Accrued expenses and other current liabilities	89,972,000	33,580,000
Long-term tax receivable agreement obligations	$ 29,347,000	$ 40,079,000
Period of payment to continuing equity owners	24 years
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	$ 9,850,000
Class A Common Stock \| Common Stock
Class of Stock [Line Items]
Redemption of common units in i3 Verticals, LLC (in shares)	60,718	24,748	111,000
Class B Common Stock \| Continuing Equity Owner
Class of Stock [Line Items]
Increase (decrease) in net deferred tax assets	$ 426,000	$ 208,000	$ 876,000
Increase tax receivable agreement liability			$ 745,000
Increase tax receivable agreement liability	362,000	$ 177,000
Deferred tax asset recognized	34,464,000
Tax benefits due to continuing equity owners	39,197,000
Accrued expenses and other current liabilities	9,850,000
Long-term tax receivable agreement obligations	$ 29,347,000
Class B Common Stock \| Common Stock
Class of Stock [Line Items]
Redemption of common units in i3 Verticals, LLC (in shares)	(60,718)	(24,748)	(111,000)
i3 Vericals, LLC
Class of Stock [Line Items]
Valuation allowance	$ 17,574,000
(Decrease) increase in valuation allowance for deferred tax assets	(2,472,000)
Investment in partnership	52,039,000
Federal
Class of Stock [Line Items]
Net operating loss carryforwards	188,000	$ 42,137,000
Tax credit carryforward	0	698,000
Provision for (Benefit from) deferred income taxes	39,000	$ 9,547,000
Valuation allowance	40,000
(Decrease) increase in valuation allowance for deferred tax assets	7,000
State
Class of Stock [Line Items]
Net operating loss carryforwards	5,450,000
Provision for (Benefit from) deferred income taxes	328,000
Valuation allowance	17,000
(Decrease) increase in valuation allowance for deferred tax assets	$ (8,137,000)

ACCRUED EXPENSES AND OTHER LIABILITIES (Tables)

12 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

A summary of the Company's accrued expenses and other current liabilities as of September 30, 2024 and 2023 is as follows:


	2024		2023(1)
Accrued wages, bonuses, commissions and vacation	$	5,737	$	6,888
Accrued interest	43		1,313
Accrued contingent consideration — current portion	716		6,825
Escrow liabilities	2,174		3,965
Accrued tax distributions	24,276		—
Accrued income tax expense	30,520		3,148
Tax receivable agreement liability — current portion	9,850		—
Customer deposits	634		380
Employee health self-insurance liability	917		823
Accrued Hyland expenses	1,165		2,369
Accrued interchange	1,946		1,991
Other accrued liabilities related to the Sale of the Merchant Services Business	7,887		—
Accrued liabilities owed to sellers	355		1,239
Other accrued expenses	3,752		4,639
Accrued expenses and other current liabilities	$	89,972	$	33,580

__________________________

Schedule of Long-term Liabilities

A summary of the Company's long-term liabilities as of September 30, 2024 and 2023 is as follows:


	2024		2023(1)
Accrued contingent consideration — long-term portion	$	1,636	$	1,414
Deferred tax liability — long-term	11,402		18,611
Other long-term liabilities	1,883		3,053
Total other long-term liabilities	$	14,921	$	23,078

__________________________

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Consolidated Statements of Cash Flows (Details) - USD ($)
$ in Thousands

12 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2022

Cash flows from operating activities:

Settlement obligations

$ 0

Net cash provided by operating activities

$ 48,409

37,170

43,759

Cash flows from financing activities:

Net payments for settlement obligations

^[1]

(4,241)

(2,667)

2,087

Net cash (used in) provided by financing activities

$ (367,362)

72,985

75,120

As Previously Reported

Cash flows from operating activities:

Settlement obligations

(2,667)

2,087

Net cash provided by operating activities

34,503

45,846

Cash flows from financing activities:

Net payments for settlement obligations

Net cash (used in) provided by financing activities

75,652

73,033

Adjustment

Cash flows from operating activities:

Settlement obligations

2,667

(2,087)

Net cash provided by operating activities

2,667

(2,087)

Cash flows from financing activities:

Net payments for settlement obligations

(2,667)

2,087

Net cash (used in) provided by financing activities

$ (2,667)

$ 2,087

[1]	Refer to Note 3 for discussion of the change in the current period presentation.

CAPITALIZED SOFTWARE, NET (Tables)

12 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Capitalized Software

A summary of the Company's capitalized software as of September 30, 2024 and 2023 is as follows:


	Estimated Useful Life	2024		2023(1)
Software development costs	3 to 10 years	$	83,500	$	73,817
Development in progress		9,054		7,310
Accumulated amortization		(33,962)		(23,070)
Capitalized software, net		$	58,592	$	58,057

__________________________

1.In connection with the sale of the Merchant Services Business, $4,520 of the Company's capitalized software, net (as of September 30, 2023) were classified as "Long-term assets held for sale" in the accompanying consolidated balance sheets and were not included in these amounts.

EQUITY-BASED COMPENSATION - Restricted Stock Units (Details) - Restricted stock units	12 Months Ended
	Sep. 30, 2024 $ / shares shares
Restricted Stock Units
Outstanding, beginning balance (in shares) \| shares	874,024
Granted (in shares) \| shares	318,584
Vested (in shares) \| shares	(354,951)
Forfeited (in shares) \| shares	(66,443)
Outstanding, ending balance (in shares) \| shares	771,214
Weighted Average Exercise Price
Outstanding, beginning balance (in USD per share) \| $ / shares	$ 24.95
Granted (in USD per share) \| $ / shares	19.58
Vested (in USD per share) \| $ / shares	25.22
Forfeited (in USD per share) \| $ / shares	23.77
Outstanding, ending balance (in USD per share) \| $ / shares	$ 22.71

EQUITY-BASED COMPENSATION - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022	May 31, 2021	Sep. 30, 2020	May 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 18,178	$ 23,723	$ 22,655
Income tax benefits related to equity-based compensation	$ 3,114	$ 4,260	4,029
Granted, weighted average grant date fair value (in USD per share)	$ 10.56
Stock options outstanding (in shares)	9,120,944	8,576,670
Exercisable (in shares)	7,004,727
Unrecognized compensation expense related to unvested options at end of period	$ 15,151
Period for recognition of unrecognized compensation cost	2 years 8 months 12 days
Fair value of stock options that vested	$ 25,404
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 14,113	$ 20,923	21,768
Accelerated vesting (in shares)	188,482
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 4,065	2,800	887
Period for recognition of unrecognized compensation cost	2 years 9 months 18 days
Accelerated vesting (in shares)	173,230
Granted (in USD per share)	$ 19.58
Cost not yet recognized, amount	$ 9,898
Vested in period, fair value	$ 8,989
2018 Equity Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under the plan (in shares)	1,388,444					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 (in shares)	1,369,876			3,000,000	1,500,000
Discontinued Operations, Held-for-Sale or Disposed of by Sale \| Merchant Services Business
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 8,160	$ 4,155	$ 3,575

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation within the consolidated statements of cash flows.

Discontinued operations

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

Restricted Cash

Settlement Assets and Obligations

Accounts Receivable and Credit Policies and Notes Receivable

Accounts Receivable and Credit Policies

Notes Receivable

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 or specific 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.

Goodwill

Intangible Assets

value may have occurred.

Income Taxes

Valuation of Contingent Consideration

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

The Company's revenue from continuing operations for the years ended September 30, 2024, 2023 and 2022 is derived from the following sources:

•Proprietary payments — Includes volume-based payment processing fees (“discount fees”) and other related fixed transaction or service fees

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

The tables below present a disaggregation of the Company's revenue from contracts with customers for continuing operations by product by segment. The Company's products are defined as follows:

•Proprietary payments — Includes discount 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, 2024
	Public Sector		Healthcare		Other		Total
Software and related services revenue	$	125,592	$	43,902	$	(436)	$	169,058
Proprietary payments revenue	50,089		267		(15)		50,341
Other revenue	9,160		1,397		(33)		10,524
Total revenue	$	184,841	$	45,566	$	(484)	$	229,923


	For the year ended September 30, 2023
	Public Sector		Healthcare		Other		Total
Software and related services revenue	$	127,118	$	42,795	$	(45)	$	169,868
Proprietary payments revenue	46,551		95		(30)		46,616
Other revenue	8,545		1,693		—		10,238
Total revenue	$	182,214	$	44,583	$	(75)	$	226,722


	For the year ended September 30, 2022
	Public Sector		Healthcare		Other		Total
Software and related services revenue	$	99,281	$	42,181	$	14	$	141,476
Proprietary payments revenue	36,027		35		(57)		36,005
Other revenue	8,643		1,607		21		10,271
Total revenue	$	143,951	$	43,823	$	(22)	$	187,752

•Revenue earned over time — Includes SaaS, professional services, ongoing support, discount fees, or other stand-ready obligations; and

•Revenue earned at a point in time — Includes software licenses sold as functional intellectual property, equipment, or point in time service fees that are not stand-ready obligations.


	For the year ended September 30, 2024
	Public Sector		Healthcare		Other		Total
Revenue earned over time	$	170,522	$	45,288	$	(436)	$	215,374
Revenue earned at a point in time	14,319		278		(48)		14,549
Total revenue	$	184,841	$	45,566	$	(484)	$	229,923


	For the year ended September 30, 2023
	Public Sector		Healthcare		Other		Total
Revenue earned over time	$	163,331	$	44,164	$	(46)	$	207,449
Revenue earned at a point in time	18,883		419		(29)		19,273
Total revenue	$	182,214	$	44,583	$	(75)	$	226,722


	For the year ended September 30, 2022
	Public Sector		Healthcare		Other		Total
Revenue earned over time	$	125,552	$	42,273	$	(37)	$	167,788
Revenue earned at a point in time	18,399		1,550		15		19,964
Total revenue	$	143,951	$	43,823	$	(22)	$	187,752

Contract Assets

As of September 30, 2024 and September 30, 2023, the Company’s contract assets from contracts with customers was $8,680 and $15,131, respectively.

Contract Liabilities

The following table presents the changes in deferred revenue as of and for the years ended September 30, 2024 and 2023:


Balance at September 30, 2022	$	29,228
Deferral of revenue	32,830
Recognition of unearned revenue	(29,135)
Balance at September 30, 2023	$	32,985
Deferral of revenue	39,686
Recognition of unearned revenue	(32,847)
Balance at September 30, 2024	$	39,824

Costs to Obtain and Fulfill a Contract

Other Cost of Services

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

Selling, General and Administrative

Advertising and Promotion Costs

Advertising and promotion costs are expensed as incurred.

Equity-based Compensation

Use of Estimates

Recently Issued Accounting Pronouncements

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.

LEASES (Tables)

12 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of Maturities of Lease Liabilities

As of September 30, 2024, maturities of lease liabilities for continuing operations are as follows:


Years ending September 30:
2025	4,002
2026	3,287
2027	1,378
2028	601
2029	591
Thereafter	620
Total future minimum lease payments (undiscounted)(1)	10,479
Less: present value discount	(657)
Present value of lease liability	$	9,822

_________________________

SIGNIFICANT NON-CASH TRANSACTIONS (Tables)

12 Months Ended

Sep. 30, 2024

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

Schedule of Significant Non-cash Transactions


	Year ended September 30,
	2024		2023		2022
Restricted Class A common stock issued as part of acquisition purchase consideration (Note 5)	$	7,517	$	2,000	$	—
Acquisition date fair value of contingent consideration in connection with business combinations	$	2,130	$	760	$	6,281
Residual buyouts financed through principal and interest forgiveness of a loan	$	—	$	5,860	$	—
Replacement of the Prior Senior Secured Credit Facility with the 2023 Senior Secured Credit Facility	$	—	$	284,000	$	—
Debt issuance costs financed with proceeds from the 2023 Senior Secured Credit Facility	$	—	$	2,386	$	—
Accrued interest financed with proceeds from the 2023 Senior Secured Credit Facility	$	—	$	1,617	$	—
Right-of-use assets obtained in exchange for operating lease obligations	$	2,605	$	927	$	7,846

EARNINGS PER SHARE - Continuing Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Numerator
Net loss									$ (13,346)	$ (23,685)	$ (39,059)
Less: Net loss attributable to non-controlling interests									$ (4,424)	$ (7,863)	$ (11,828)
Denominator
Basic net loss per share (in USD per share)	$ 0.27	$ (0.45)	$ (0.07)	$ (0.12)	$ 0.02	$ (0.35)	$ (0.18)	$ (0.19)	$ (0.38)	$ (0.68)	$ (1.22)
Diluted net loss per share (in USD per share)	$ 0.20	$ (0.45)	$ (0.07)	$ (0.12)	$ (0.02)	$ (0.35)	$ (0.18)	$ (0.19)	$ (0.38)	$ (0.68)	$ (1.22)
Class A Common Stock
Numerator
Net loss									$ (13,346)	$ (23,685)	$ (39,059)
Less: Net loss attributable to non-controlling interests									(4,424)	(7,863)	(11,828)
Net loss attributable to Class A common stockholders									$ (8,922)	$ (15,822)	$ (27,231)
Denominator
Weighted average shares of Class A common stock outstanding - basic (in shares)									23,419,421	23,137,586	22,249,656
Weighted average shares of Class A common stock outstanding - diluted (shares)									23,419,421	23,137,586	22,249,656

ACQUISITIONS

12 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

ACQUISITIONS

During the years ended September 30, 2024, 2023 and 2022 the Company acquired the following intangible assets and businesses:

2024 Business Combinations

Purchase of Eduloka, Ltd.

On August 1, 2024, the Company completed the acquisition of substantially all of the assets of Eduloka Ltd. ("inLumon") to expand the Company's permitting and licensing software offerings in the Public Sector segment. Total purchase consideration was $27,477, including $18,000 in cash funded by proceeds from the Company's revolving credit facility, the issuance of 311,634 shares of the Company's Class A common stock (valued at $7,517) and $1,960 in contingent consideration.

The goodwill associated with the inLumon acquisition is deductible for tax purposes. The acquired customer relationships intangible asset has an estimated amortization period of eighteen years. The acquired trade name has an amortization period of two years. The acquired capitalized software has an amortization period of seven years.

Acquisition-related costs for this acquisition amounted to approximately $258 and were included in selling, general and administrative on our consolidated statement of operations and were expensed as incurred.

Certain provisions in the purchase agreement provides for additional consideration of up to $22,000, in the aggregate, to be paid based upon the achievement of specified financial performance targets, as defined in the purchase agreement, through no later than July 2027. The Company determined the acquisition date fair value of the liability for the contingent consideration using a Monte Carlo simulation as well as a discounted cash flow analysis. 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 14.

Summary of inLumon

The preliminary fair values assigned to certain assets and liabilities assumed, as of the acquisition date, were as follows:


Accounts receivable	$	2,936
Prepaid expenses and other current assets	5
Property and equipment	20
Capitalized software	3,000
Acquired customer relationships	11,800
Trade name	100
Goodwill	11,486
Total assets acquired	29,347

Accrued expenses and other current liabilities	1,573
Deferred revenue, current	297
Net assets acquired	$	27,477

Other Business Combinations during the year ended September 30, 2024

During the year ended September 30, 2024 the Company completed the acquisition of substantially all of the assets of a business to expand the Company’s software offerings within the Public Sector segment. Total purchase consideration was $1,270, including $1,100 in cash consideration, funded by proceeds from the Company's revolving credit facility, and $170 of contingent consideration.

In connection with this acquisition, the Company allocated approximately $5 to property and equipment, approximately $40 to capitalized software, approximately $220 to customer relationships and the remainder, approximately $1,005, to goodwill, all of which is deductible for tax purposes. Certain of the purchase price allocations assigned for this acquisition is considered preliminary as of September 30, 2024. The acquired customer relationships intangible asset has an estimated amortization period of ten years. The acquired capitalized software has an amortization period of seven years.

Acquisition-related costs for this acquisition amounted to approximately $8 and were expensed as incurred.

Pro Forma Results of Operations for 2024 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, 2024 had occurred on October 1, 2023. 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,
	2024		2023
Revenue	$	235,875	$	232,750
Net loss	$	(13,382)	$	(24,680)

2023 Business Combinations

Purchase of Celtic Cross Holdings, Inc. and Celtic Systems Pvt. Ltd.

On October 1, 2022, the Company completed the acquisition of substantially all of the assets of Celtic Cross Holdings, Inc., in Scottsdale, Arizona and Celtic Systems Pvt. Ltd. in Vadodara, India (collectively "Celtic") to expand the Company’s software offerings in the Public Sector vertical. Celtic is within the Public Sector segment. Total purchase consideration consisted of $85,000 in cash consideration, funded by proceeds from the Company's revolving credit facility.

The goodwill associated with the Celtic acquisition is deductible for tax purposes. The acquired customer relationships intangible assets has an estimated amortization period of eighteen years. The trade name and non-compete agreements associated with the acquisition have amortization periods of five and three years, respectively. The weighted-average amortization period for all intangibles acquired is eighteen years. The acquired capitalized software has a weighted-average amortization period of ten years.

Acquisition-related costs for this acquisition amounted to approximately $1,782 and were expensed as incurred.

Summary of Celtic Cross Holdings, Inc. and Celtic Systems Pvt. Ltd.

The fair values assigned to certain assets and liabilities assumed, as of the acquisition date, were as follows:


Accounts receivable	$	7,660
Prepaid expenses and other current assets	103
Property and equipment	5,233
Capitalized software	12,600
Customer relationships	33,800
Non-compete agreements	200
Trade name	600
Goodwill	43,899
Total assets acquired	104,095

Accounts payable	9
Accrued expenses and other current liabilities	3,182
Deferred revenue, current	2,741
Other long-term liabilities	13,162
Net assets acquired	$	85,001

Other Business Combinations during the year ended September 30, 2023

The Company completed the acquisition of substantially all of the assets of one other businesses within continuing operations to expand the Company's software offerings. The total purchase consideration was $15,260, including $12,500 in cash consideration, funded by proceeds from the Company's revolving credit facility, $2,000 of the Company's Class A Common Stock, and $760 contingent consideration.

In connection with this acquisition, the Company allocated approximately $159 of the consideration to net working capital, approximately $335 to property and equipment, approximately $640 to capitalized software, approximately $6,920 to customer relationships, approximately $100 to trade names, and the remainder, approximately $9,365, to goodwill, of which $2,864 is deductible for tax purposes, and approximately $2,178 to other long-term liabilities. Certain of the purchase price allocations assigned for this acquisition is considered preliminary as of September 30, 2023. The acquired capital software and customer relationships intangible assets have an estimated amortization period of seven and fifteen years, respectively.

Acquisition-related costs for this business amounted to approximately $199 and were included in selling, general and administrative on our consolidated statement of operations and were expensed as incurred.

2022 Business Combinations

During the year ended September 30, 2022, the Company completed the acquisitions of substantially all of the assets of three businesses to expand the Company’s software offerings in the Public Sector and Healthcare segments.

Total purchase consideration was $107,681, including $101,400 in cash consideration, funded by proceeds from the Company's revolving credit facility, and $6,281 of contingent consideration.

The goodwill associated with two of the three acquisitions is deductible for tax purposes. The acquired customer relationships intangible assets have estimated amortization periods of between ten and nineteen years. The trade names have estimated weighted-average amortization periods of four years. The weighted-average

amortization period for all intangibles acquired is fifteen years. The acquired capitalized software have amortization periods of seven years.

Acquisition-related costs for these businesses amounted to approximately $773 and were included in selling, general and administrative on our consolidated statement of operations and were expensed as incurred.

Certain provisions in the purchase agreements provide for additional consideration of up to $23,000, 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 2024. The Company determined the acquisition date fair values of the liabilities for the contingent consideration using a Monte Carlo simulation as well as 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 14.

Summary of 2022 Business Combinations

The fair values assigned to certain assets and liabilities assumed, as of the acquisition dates, during the year ended September 30, 2022 were as follows:


Accounts receivable	$	651
Settlement assets	685
Prepaid expenses and other current assets	83
Property and equipment	190
Capitalized software	9,790
Acquired customer relationships	41,090
Trade name	1,550
Goodwill	61,347
Operating lease right-of-use assets	263
Other assets	22
Total assets acquired	115,671

Accrued expenses and other current liabilities	287
Settlement obligations	685
Deferred revenue, current	30
Current portion of operating lease liabilities	82
Operating lease liabilities, less current portion	181
Other long-term liabilities	6,725
Net assets acquired	$	107,681

ACQUISITIONS - Preliminary Purchase Consideration of the Acquired Assets and Assumed Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Aug. 01, 2024	Sep. 30, 2023	Oct. 01, 2022	Sep. 30, 2022
Business Acquisition [Line Items]
Goodwill	$ 280,678		$ 267,983		$ 214,923
inLumon
Business Acquisition [Line Items]
Accounts receivable		$ 2,936
Prepaid expenses and other current assets		5
Property and equipment		20
Goodwill		11,486
Total assets acquired		29,347
Accrued expenses and other current liabilities		1,573
Deferred revenue, current		297
Net assets acquired		27,477
inLumon \| Capitalized software
Business Acquisition [Line Items]
Intangible assets		3,000
inLumon \| Acquired customer relationships
Business Acquisition [Line Items]
Intangible assets		11,800
inLumon \| Trade name
Business Acquisition [Line Items]
Intangible assets		$ 100
Celtic
Business Acquisition [Line Items]
Accounts receivable				$ 7,660
Prepaid expenses and other current assets				103
Property and equipment				5,233
Goodwill				43,899
Total assets acquired				104,095
Accounts payable				9
Accrued expenses and other current liabilities				3,182
Deferred revenue, current				2,741
Other long-term liabilities				13,162
Net assets acquired				85,001
Celtic \| Capitalized software
Business Acquisition [Line Items]
Intangible assets				12,600
Celtic \| Acquired customer relationships
Business Acquisition [Line Items]
Intangible assets				33,800
Celtic \| Trade name
Business Acquisition [Line Items]
Intangible assets				$ 600
2022 Business Combinations
Business Acquisition [Line Items]
Accounts receivable					651
Settlement assets					685
Prepaid expenses and other current assets					83
Property and equipment					190
Goodwill					61,347
Operating lease right-of-use assets					263
Other assets					22
Total assets acquired					115,671
Accrued expenses and other current liabilities					287
Settlement obligations					685
Deferred revenue, current					30
Current portion of operating lease liabilities					82
Operating lease liabilities, less current portion					181
Other long-term liabilities					6,725
Net assets acquired					107,681
2022 Business Combinations \| Capitalized software
Business Acquisition [Line Items]
Intangible assets					9,790
2022 Business Combinations \| Acquired customer relationships
Business Acquisition [Line Items]
Intangible assets					41,090
2022 Business Combinations \| Trade name
Business Acquisition [Line Items]
Intangible assets					$ 1,550

CAPITALIZED SOFTWARE, NET

12 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

CAPITALIZED SOFTWARE, NET

A summary of the Company's capitalized software as of September 30, 2024 and 2023 is as follows:


	Estimated Useful Life	2024		2023(1)
Software development costs	3 to 10 years	$	83,500	$	73,817
Development in progress		9,054		7,310
Accumulated amortization		(33,962)		(23,070)
Capitalized software, net		$	58,592	$	58,057

__________________________

The Company capitalized software development costs (including acquisitions) for continuing operations totaling $14,079 and $23,799 during the years ended September 30, 2024 and 2023, respectively. Amortization expense for continuing operations for capitalized software development costs amounted to $13,545, $11,155 and $7,854 during the years ended September 30, 2024, 2023 and 2022, respectively. There were no amounts written down to net realizable value for continuing operations during the years ended September 30, 2024, 2023 and 2022, respectively.

Prepaid Expenses and Other Current Assets

12 Months Ended

Sep. 30, 2024

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, 2024 and 2023 is as follows:


	2024		2023(1)
Inventory	$	2,423	$	2,038
Prepaid licenses	5,148		3,107
Prepaid insurance	129		682
Notes receivable — current portion	195		4
Other current assets	2,337		3,681
Prepaid expenses and other current assets	$	10,232	$	9,512

__________________________

ACQUISITIONS (Tables)

12 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

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

The preliminary fair values assigned to certain assets and liabilities assumed, as of the acquisition date, were as follows:


Accounts receivable	$	2,936
Prepaid expenses and other current assets	5
Property and equipment	20
Capitalized software	3,000
Acquired customer relationships	11,800
Trade name	100
Goodwill	11,486
Total assets acquired	29,347

Accrued expenses and other current liabilities	1,573
Deferred revenue, current	297
Net assets acquired	$	27,477

The fair values assigned to certain assets and liabilities assumed, as of the acquisition date, were as follows:


Accounts receivable	$	7,660
Prepaid expenses and other current assets	103
Property and equipment	5,233
Capitalized software	12,600
Customer relationships	33,800
Non-compete agreements	200
Trade name	600
Goodwill	43,899
Total assets acquired	104,095

Accounts payable	9
Accrued expenses and other current liabilities	3,182
Deferred revenue, current	2,741
Other long-term liabilities	13,162
Net assets acquired	$	85,001

The fair values assigned to certain assets and liabilities assumed, as of the acquisition dates, during the year ended September 30, 2022 were as follows:


Accounts receivable	$	651
Settlement assets	685
Prepaid expenses and other current assets	83
Property and equipment	190
Capitalized software	9,790
Acquired customer relationships	41,090
Trade name	1,550
Goodwill	61,347
Operating lease right-of-use assets	263
Other assets	22
Total assets acquired	115,671

Accrued expenses and other current liabilities	287
Settlement obligations	685
Deferred revenue, current	30
Current portion of operating lease liabilities	82
Operating lease liabilities, less current portion	181
Other long-term liabilities	6,725
Net assets acquired	$	107,681

Schedule of Pro Forma Information


	Year ended September 30,
	2024		2023
Revenue	$	235,875	$	232,750
Net loss	$	(13,382)	$	(24,680)

LONG-TERM DEBT, NET (Tables)

12 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt

A summary of long-term debt, net as of September 30, 2024 and September 30, 2023 is as follows:


	Maturity	2024		2023
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility	May 8, 2028	$	—	$	272,505
1.0% Exchangeable Senior Notes due 2025	February 15, 2025	26,223		117,000
Debt issuance costs, net(1)		—		(1,500)
Total long-term debt, net of issuance costs		$	26,223	$	388,005

____________________

1.Refer to Note 3 for discussion of the change in the current period presentation.

Schedule of Consolidated Total Net Leverage Ratio

The applicable margin is based upon the Borrower’s consolidated total net leverage ratio (as defined in the 2023 Senior Secured Credit Facility), as reflected in the schedule below:


Consolidated Total Net Leverage Ratio	Commitment Fee		Letter of Credit Fee		Term Benchmark Loans		Base Rate Loans
> 3.0 to 1.0	0.30	%	3.00	%	3.00	%	2.00	%
> 2.5 to 1.0 but < 3.0 to 1.0	0.25	%	2.50	%	2.50	%	1.50	%
> 2.0 to 1.0 but < 2.5 to 1.0	0.20	%	2.25	%	2.25	%	1.25	%
< 2.0 to 1.0	0.15	%	2.00	%	2.00	%	1.00	%

- Definition

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.

+ References

+ Details

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Leases The Company utilizes office space and equipment under operating leases. Rent expense from continuing operations under these leases amounted to $4,190, $4,396 and $4,665 during the years ended September 30, 2024, 2023 and 2022, respectively. Refer to Note 13 for further discussion and a table of the future minimum payments under these leases. 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, any such material 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. 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. 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 sheriffs and law enforcement districts (collectively "Plaintiffs") 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 (collectively "Defendants"). 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 was amended on October 4, 2021 to amend and expand the putative class and subsequently removed to the United States District Court for the Middle District of Louisiana. 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 Plaintiffs, 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 law enforcement districts and alleged inadequacies in the Company’s cybersecurity practices. Plaintiffs moved to remand the action to state court on November 5, 2021, and the motion was referred to a magistrate to make a report and recommendation to the district court judge. On July 5, 2022, the magistrate recommended that the matter be remanded to state court. On July 19, 2022, the Company and all other defendants filed objections to the recommendation. On August 3, 2022, the Plaintiffs filed a response to those objections. On August 16, 2022, the district court granted the Plaintiffs’ motion to remand, and all Defendants appealed. Oral argument on this motion in front of the United States Fifth Circuit Court of Appeals took place on April 4, 2023, and on September 1, 2023, the Fifth Circuit panel affirmed the District Court order to remand the case back to state court. On September 29, 2023, all Defendants-Appellants filed a Petition for Rehearing En Banc, which the Plaintiffs-Appellees opposed on October 12, 2023. As a result of Defendants’ petition, the Fifth Circuit held its mandate, effectively staying the effective date of its decision, but the Fifth Circuit ultimately denied the petition for rehearing on February 22, 2024, sending the case back to the 19th Judicial District Court for the Parish of East Baton Rouge, where the case remains pending. All Defendants have filed pleading-stage motions to dismiss, some of which were granted. The Court is allowing plaintiffs to re-plead certain claims and has severed the claims brought by the Division of Administration from the claims brought by the parish Sheriffs and Districts. 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 contingent 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 or cash flows for the period in which it is resolved.

INCOME TAXES - Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Current:
Federal tax expense	$ 2,383	$ 2,363	$ 649
State tax expense	739	1,172	636
Deferred:
Federal tax expense (benefit)	626	(8,255)	(7,460)
State tax (benefit) expense	(9,416)	932	6,327
Income tax (benefit) expense	$ (5,668)	$ (3,788)	$ 152

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Name Accounting Standards Codification
-Section S99
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-Publisher FASB
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

NON-CONTROLLING INTEREST - Impact on Equity due to Changes in Ownership Interest (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Noncontrolling Interest [Abstract]
Net income (loss) attributable to non-controlling interest	$ 61,789	$ (1,841)	$ (6,115)
Distributions to non-controlling interest holders	(25,608)	0	0
Redemption of common units in i3 Verticals, LLC	(576)	(224)	(918)
Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	8,470	4,305	11,511
Net transfers to non-controlling interests	(17,714)	4,081	10,593
Change from net income attributable to non-controlling interests and transfers to non-controlling interests	$ 44,075	$ 2,240	$ 4,478

- Definition

Amount of Net Income (Loss) attributable to noncontrolling interest.

+ References

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Deferred Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Contract with customer, Liability [Roll Forward]
Deferred revenue, beginning	$ 32,985	$ 29,228
Deferral of revenue	39,686	32,830
Recognition of unearned revenue	(32,847)	(29,135)
Deferred revenue, ending	$ 39,824	$ 32,985

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2021
Statement of Cash Flows [Abstract]
Cash and cash equivalents	$ 86,541	$ 3,112	$ 3,490	$ 3,641
Settlement assets	632	4,873	7,540	4,768
Restricted cash	2,424	4,415	12,735	9,522
Total cash, cash equivalents, and restricted cash	$ 89,597	$ 12,400	$ 23,765	$ 17,931