0001728688-24-000085 | 10-Q | XBRL Viewer

DISCONTINUED OPERATIONS

9 Months Ended

Jun. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

During the three months ended June 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 June 26, 2024, i3 Verticals, Inc., i3 Verticals, LLC and i3 Holdings Sub, Inc., a wholly-owned subsidiary of i3 Verticals, LLC, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Payroc Buyer, LLC ("Payroc") and Payroc WorldAccess LLC. Pursuant to the terms of the Purchase Agreement, Payroc would purchase the equity interests of certain direct and indirect wholly-owned subsidiaries of i3 Verticals, LLC and i3 Holdings Sub, Inc. (such wholly-owned subsidiaries, the "Acquired Entities") comprising the Merchant Services segment as well as certain non-core assets within the Company's Software and Services segment related to the Non-profit and Property Management vertical markets, including its associated proprietary technology (collectively, the "Merchant Services Business"), after giving effect to the contribution of certain assets (the "Contribution") and the assignment of certain liabilities associated with the Merchant Services Business from i3 Verticals, LLC and certain affiliates thereof to the Acquired Entities pursuant to a contribution agreement to be entered into immediately prior to the closing of the transactions pursuant to the Purchase Agreement (such transactions, collectively, the "Transactions"). The purchase price payable by Payroc to the Company for the equity interests of the Merchant Services Business would be $440,000 (the “Purchase Price”), payable in cash upon the closing of the Transactions, subject to adjustments for closing net working capital and other purchase price adjustments provided in the Purchase Agreement.

The closing of the Transactions is subject to certain closing conditions set forth in the Purchase Agreement, including the expiration or termination of the waiting period applicable to the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Waiting Period"), the absence of certain legal impediments, the accuracy of the representations of the other party (subject to certain materiality qualifiers specified in the Purchase Agreement), the compliance by the other party of its covenants under the Purchase Agreement in all material respects, and, in the case of Payroc's closing obligations, the delivery by the Company of certain consents associated with the Merchant Services Business and the absence of any material adverse effect with respect to the Merchant Services Business. The HSR Waiting Period expired on August 5, 2024. The consummation of the sale is expected to occur during the three months ending September 30, 2024.

As a result of the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, certain assets and liabilities of the Merchant Services Business met the held for sale criteria and the

disposal group also met the criteria for discontinued operations reporting as of June 30, 2024. As such, the financial results and related assets and liabilities of this discontinued segment have been presented separately from continuing operations in the accompanying unaudited condensed consolidated financial statements. The Company evaluated the disposal group for possible impairment and determined that it was more likely than not that the fair value of the reporting unit exceeded carrying value based on the purchase price of the Transactions less estimated incremental costs to sell. As such, the Company expects to record a gain on the sale upon closing of the Transactions.

In connection with the closing of the Transactions, the Company will enter 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 will 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 nine months ended June 30, 2024 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 that are incremental in nature. The expenses are reflected within selling, general and administrative expenses within the Company's condensed 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:


	June 30,		September 30,
	2024		2023

Assets
Current assets
Cash and cash equivalents	$	—	$	7
Accounts receivable, net	16,158		14,325
Prepaid expenses and other current assets	2,510		2,937
Total current assets	18,668		17,269
Property and equipment, net	1,942		2,249
Restricted cash	200		200
Capitalized software, net	4,026		4,520
Goodwill	141,580		141,580
Intangible assets, net	62,276		63,803
Operating lease right-of-use assets	3,047		2,107
Other assets	5,263		4,895
Total assets	$	237,002	$	236,623

Liabilities and equity
Liabilities
Current liabilities
Accounts payable	$	4,712	$	4,695
Accrued expenses and other current liabilities	2,959		4,160
Deferred revenue	1,934		2,490
Current portion of operating lease liabilities	1,162		852
Total current liabilities	10,767		12,197
Operating lease liabilities, less current portion	2,017		1,465
Other long-term liabilities	1,169		1,065
Total liabilities	$	13,953	$	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 three and nine months ended June 30, 2024 and 2023:


	Three months ended June 30,				Nine months ended June 30,
	2024		2023		2024		2023

Revenue	$	38,383	$	36,671	$	111,893	$	105,694

Operating expenses
Other costs of services	18,116		16,588		50,902		48,259
Selling, general and administrative	10,305		10,381		31,484		31,123
Depreciation and amortization	3,088		2,493		8,649		7,560
Change in fair value of contingent consideration	—		—		—		14
Total operating expenses	31,509		29,462		91,035		86,956

Income from operations	6,874		7,209		20,858		18,738

Interest expense, net	—		—		56		—

Pretax income from discontinued operations	6,874		7,209		20,802		18,738
Provision for income taxes	1,326		2,369		3,852		2,396
Net income from discontinued operations	5,548		4,840		16,950		16,342

Net income from discontinued operations attributed to non-controlling interest	1,663		1,469		5,099		4,960
Net income from discontinued operations attributable to i3 Verticals, Inc.	3,885		3,371		11,851		11,382

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


	Nine months ended June 30,
	2024		2023
Depreciation and amortization	$	8,649	$	7,560
Equity-based compensation	$	2,576	$	3,062
Non-cash lease expense	$	803	$	774
Contingent consideration paid in excess of original estimates	$	—	$	(3,211)
Expenditures for property and equipment	$	(626)	$	(1,136)
Expenditures for capitalized software	$	(817)	$	(1,101)
Purchases of merchant portfolios and residual buyouts	$	(4,585)	$	(462)
Acquisitions of businesses, net of cash and restricted cash acquired	$	—	$	(4,497)
Right-of-use assets obtained in exchange for operating lease obligations	$	1,739	$	785

FAIR VALUE MEASUREMENTS

9 Months Ended

Jun. 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 June 30, 2024 and 2023, because of the relatively short maturity dates on these instruments. The carrying amount of debt approximates fair value as of June 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, 2023	$	8,239
Contingent consideration accrued at time of business combination	170
Change in fair value of contingent consideration included in Operating expenses	(545)
Contingent consideration paid	(7,326)
Balance at June 30, 2024	$	538


	Accrued Contingent Consideration(1)
Balance at September 30, 2022	$	19,636
Contingent consideration accrued at time of business combination	760
Change in fair value of contingent consideration included in Operating expenses	9,891
Contingent consideration paid	(12,431)
Balance at June 30, 2023	$	17,856

__________________________

1.In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, $3,197 at September 30, 2022 of the Company's accrued contingent consideration was classified as "Assets held for sale" in the accompanying condensed consolidated balance sheets and was 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. 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 $427 and $6,825 of contingent consideration was recorded in accrued expenses and other current liabilities as of June 30, 2024 and September 30, 2023, respectively. Approximately $111 and $1,414 of contingent consideration was recorded in other long-term liabilities as of June 30, 2024 and September 30, 2023, respectively.

Disclosure of Fair Values

The Company's financial instruments that are not remeasured at fair value include the Exchangeable Notes (see Note 8). 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 $25,227 as of June 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.

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+ Details

LONG-TERM DEBT, NET - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023	Feb. 18, 2020
Debt Instrument [Line Items]
Debt issuance costs, net	$ (3,508)	$ (4,424)
Total long-term debt, net of issuance costs	374,115	385,081
Less current portion of long-term debt	(26,223)	0
Long-term debt, net of current portion	347,892	385,081
Line of Credit \| Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility
Debt Instrument [Line Items]
Long-term debt	351,400	272,505
Exchangeable Notes \| 1% Exchangeable Senior Notes due 2025
Debt Instrument [Line Items]
Long-term debt	26,223	117,000
Debt issuance costs, net	$ (154)	$ (1,501)
Stated interest rate (percent)	1.00%		1.00%

EARNINGS PER SHARE (Tables)

9 Months Ended

Jun. 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 for the three and nine months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Basic and diluted net loss per share:
Numerator
Net loss	$	(13,846)	$	(10,918)	$	(20,364)	$	(22,443)
Less: Net loss attributable to non-controlling interest	(2,416)		(2,392)		(3,944)		(5,702)
Net loss attributable to Class A common stockholders	$	(11,430)	$	(8,526)	$	(16,420)	$	(16,741)
Denominator
Weighted average shares of Class A common stock outstanding	23,420,811		23,179,638		23,339,598		23,104,212
Basic and diluted net loss per share(1)	$	(0.49)	$	(0.37)	$	(0.70)	$	(0.72)

__________________________

1.For the three and nine months ended June 30, 2024 and 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 net loss per share of Class A common stock:

a.10,052,017 and 10,079,057 weighted average shares of Class B common stock for the three and nine months ended June 30, 2024, respectively, and 10,108,218 and 10,112,471 weighted average shares of Class B common stock for the three and nine months ended June 30, 2023, respectively, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive.

b.7,764,984 and 7,981,615 stock options for the three and nine months ended June 30, 2024, respectively, and 5,729,321 and 5,673,655 stock options for the three and nine months ended June 30, 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.234,503 and 363,171 shares for the three and nine months ended June 30, 2024, respectively, and 557,728 and 740,196 shares for the three and nine months ended June 30, 2023, respectively, resulting from estimated stock option exercises and restricted stock units vesting as calculated by the treasury stock method were excluded because of 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 for the three and nine months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Basic net income per share:
Numerator
Net income	$	5,548	$	4,840	$	16,950	$	16,342
Less: Net income attributable to non-controlling interest	1,663		1,469		5,099		4,960
Net income attributable to Class A common stockholders	$	3,885	$	3,371	$	11,851	$	11,382
Denominator
Weighted average shares of Class A common stock outstanding	23,420,811		23,179,638		23,339,598		23,104,212
Basic net income per share	$	0.17	$	0.15	$	0.51	$	0.49

Diluted net income per share:
Numerator
Net income attributable to Class A common stockholders	$	3,885	$	3,371	$	11,851	$	11,382
Reallocation of net income assuming conversion of common units(1)	1,256		1,103		3,852		3,724
Net income attributable to Class A common stockholders - diluted	5,141		4,474		15,703		15,106

Denominator
Weighted average shares of Class A common stock outstanding	23,420,811		23,179,638		23,339,598		23,104,212
Weighted average effect of dilutive securities(2)	10,286,520		10,665,946		10,442,228		10,852,667
Weighted average shares of Class A common stock outstanding - diluted	33,707,331		33,845,584		33,781,826		33,956,879
Diluted net income per share	$	0.15	$	0.13	$	0.46	$	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 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.

2.For the three and nine months ended June 30, 2024 and 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:

a.7,764,984 and 7,981,615 stock options for the three and nine months ended June 30, 2024, respectively, and 5,729,321 and 5,673,655 stock options for the three and nine months ended June 30, 2023, 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.

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 the consolidated operations for three and nine months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Basic and diluted net loss per share:
Numerator
Net loss	$	(8,298)	$	(6,078)	$	(3,414)	$	(6,101)
Less: Net loss attributable to non-controlling interest	(753)		(923)		1,155		(742)
Net loss attributable to Class A common stockholders	$	(7,545)	$	(5,155)	$	(4,569)	$	(5,359)
Denominator
Weighted average shares of Class A common stock outstanding	23,420,811		23,179,638		23,339,598		23,104,212
Basic and diluted net loss per share(1)	$	(0.32)	$	(0.22)	$	(0.20)	$	(0.23)

__________________________

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Current assets
Cash and cash equivalents	$ 9,745	$ 3,105
Accounts receivable, net	48,655	50,785
Settlement assets	1,355	4,873
Prepaid expenses and other current assets	11,279	9,512
Current assets held for sale	237,002	17,269
Total current assets	308,036	85,544
Property and equipment, net	8,928	10,059
Restricted cash	2,396	4,215
Capitalized software, net	56,634	58,057
Goodwill	269,192	267,983
Intangible assets, net	154,039	163,149
Deferred tax asset	50,307	52,514
Operating lease right-of-use assets	9,564	11,815
Other assets	2,626	8,803
Long-term assets held for sale	0	219,354
Total assets	861,722	881,493
Current liabilities
Accounts payable	5,955	6,369
Current portion of long-term debt	26,223	0
Accrued expenses and other current liabilities	22,827	33,580
Settlement obligations	1,355	4,873
Deferred revenue	29,497	32,785
Current portion of operating lease liabilities	3,477	3,657
Current liabilities held for sale	13,953	12,197
Total current liabilities	103,287	93,461
Long-term debt, less current portion and debt issuance costs, net	347,892	385,081
Long-term tax receivable agreement obligations	40,441	40,079
Operating lease liabilities, less current portion	6,949	8,968
Other long-term liabilities	17,238	23,078
Long-term liabilities held for sale	0	2,530
Total liabilities	515,807	553,197
Commitments and contingencies (see Note 13)
Stockholders' equity
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2024 and September 30, 2023	0	0
Additional paid-in capital	267,176	249,688
Accumulated deficit	(17,513)	(12,944)
Total stockholders' equity	249,666	236,747
Non-controlling interest	96,249	91,549
Total equity	345,915	328,296
Total liabilities and equity	861,722	881,493
Class A Common Stock
Stockholders' equity
Common stock	2	2
Class B Common Stock
Stockholders' equity
Common stock	$ 1	$ 1

NON-CONTROLLING INTEREST - Additional Information (Details) - i3Verticals, LLC - shares	Jun. 30, 2024	Jun. 30, 2023
Noncontrolling Interest [Line Items]
Non-controlling interest, common units (in shares)	23,442,698	23,193,447
Non-controlling interest, ownership interest (percent)	70.00%	69.60%

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 25, 2018
Class of Stock [Line Items]
Provision for (benefit from) income taxes	$ 5,271		$ (292)		$ 3,507	$ (500)
Percent of tax benefits payable to continuing equity owners	85.00%				85.00%		85.00%
Tax benefits retained (percent)							15.00%
Period of payment to continuing equity owners					24 years
Minimum
Class of Stock [Line Items]
Expected payments for repurchase of redeemable noncontrolling interest	$ 0				$ 0
Maximum
Class of Stock [Line Items]
Expected payments for repurchase of redeemable noncontrolling interest	3,263				3,263
Class B Common Stock \| Continuing Equity Owner
Class of Stock [Line Items]
Increase in net deferred tax assets					426
Tax benefit					362
Deferred tax asset recognized	38,148				38,148
Tax benefits due to continuing equity owners	$ 40,441				$ 40,441
Common Stock \| Class A Common Stock
Class of Stock [Line Items]
Redemption of common units in i3 Verticals, LLC (in shares)	20,000	40,718		9,924	60,718
Common Stock \| Class B Common Stock
Class of Stock [Line Items]
Redemption of common units in i3 Verticals, LLC (in shares)	(20,000)	(40,718)		(9,924)

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 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 $1,039 and $3,116 during the three and nine months ended June 30, 2024, respectively, and $1,051 and $3,315 during the and three and nine months ended June 30, 2023, respectively. Refer to Note 10 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. 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. Other The Company's subsidiary CP-PS, LLC has certain indemnification obligations in favor of FDS Holdings, Inc. related to the acquisition of certain assets of Merchant Processing Solutions, LLC in February 2014. The Company has incurred expenses related to these indemnification obligations in prior periods and may have additional expenses in the future. However, after taking into consideration the evaluation of such matters by the Company’s legal counsel, the Company’s management believes at this time that the anticipated outcome of any existing or potential indemnification liabilities related to this matter will not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

SIGNIFICANT NON-CASH TRANSACTIONS (Details) - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
Acquisition date fair value of contingent consideration in connection with business combinations	$ 170	$ 760
Replacement of the Prior Senior Secured Credit Facility with the 2023 Senior Secured Credit Facility	0	284,000
Debt issuance costs financed with proceeds from the 2023 Senior Secured Credit Facility	0	2,386
Accrued interest financed with proceeds from the 2023 Senior Secured Credit Facility	0	1,617
Right-of-use assets obtained in exchange for operating lease obligations	$ 538	$ 917

EQUITY-BASED COMPENSATION - Stock Option Activity (Details) - $ / shares	9 Months Ended
	Jun. 30, 2024
Stock Options
Outstanding at beginning of period (in shares)	8,576,670
Granted (in shares)	944,556
Exercised (in shares)	(45,254)
Forfeited (in shares)	(303,458)
Outstanding at end of period (in shares)	9,172,514
Options exercisable at end of period (in shares)	6,789,792
Weighted Average Exercise Price
Outstanding at beginning of period (in USD per share)	$ 25.16
Granted (in USD per share)	19.23
Exercised (in USD per share)	18.42
Forfeited (in USD per share)	27.61
Outstanding at end of period (in USD per share)	24.50
Exercisable, weighted average exercise price (in USD per share)	$ 25.20

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the reporting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for fair presentation of the unaudited condensed consolidated financial statements of the Company and its subsidiaries as of June 30, 2024 and for the three and nine months ended June 30, 2024 and 2023. The results of operations for the three and nine months ended June 30, 2024 and 2023 are not necessarily indicative of the operating results for the full year.

As permitted by the rules and regulations of the SEC, certain information and disclosures otherwise included in the notes to the consolidated financial statements have been condensed or omitted from the summary of significant accounting policies. The Company believes the disclosures are adequate to make the information presented not misleading. It is recommended that these interim condensed consolidated financial statements be read in conjunction with the Company's consolidated financial statements and related footnotes for the years ended September 30, 2023 and 2022, included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023 filed with the SEC on November 22, 2023.

Principles of Consolidation

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

Restricted Cash

Restricted cash represents funds held in escrow related to acquisitions or held-on-deposit with processing banks pursuant to agreements to cover potential merchant losses. It is presented as long-term assets on the accompanying condensed 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 $1,355 as of June 30, 2024 and $4,873 as of September 30, 2023, respectively.

Reclassifications

Certain prior period amounts have been reclassified in order to conform with the current period presentation. These reclassifications have no impact on the Company’s previously reported consolidated net income (loss).

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 condensed 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 condensed consolidated balance sheets. Refer to Note 2 for additional information.

Change in presentation

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 Condensed Consolidated Statements of Cash Flows. Comparative amounts have been reclassified to conform to the current period presentation. This change has no impact on the Condensed Consolidated Balance Sheet, Condensed Consolidated Statements of Operations or Condensed Consolidated Statement of Changes in Equity.

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


	For the Nine Months Ended June 30, 2024
	As Previously Reported	Adjustment	As Adjusted
Cash flows from operating activities:
Settlement obligations	(3,518)	3,518	—
Net cash provided by operating activities	29,748	3,518	33,266

Cash flows from financing activities:
Net payments for settlement obligations	—	(3,518)	(3,518)
Net cash used in financing activities	(11,697)	(3,518)	(15,215)


	For the Nine Months Ended June 30, 2023
	As Previously Reported	Adjustment	As Adjusted
Cash flows from operating activities:
Settlement obligations	3,253	(3,253)	—
Net cash provided by operating activities	29,623	(3,253)	26,370

Cash flows from financing activities:
Net proceeds from settlement obligations	—	3,253	3,253
Net cash provided by financing activities	82,229	3,253	85,482

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 $2,254 and $2,038 at June 30, 2024 and September 30, 2023, respectively, and are included within prepaid expenses and other current assets on the accompanying condensed consolidated balance sheets. In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, $1,886 and $2,100 at June 30, 2024 and September 30, 2023, respectively, of the Company's inventories were classified as "Assets held for sale" in the accompanying condensed consolidated balance sheets and were not included in these amounts.

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. The fair value of merchant 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 condensed 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.

Leases

The Company adopted ASU 2016-02, Leases, on October 1, 2020, using the optional modified retrospective method under which the prior period financial statements were not restated for the new guidance. The Company elected the accounting policy practical expedients for all classes of underlying assets to (i) combine associated lease and non-lease components in a lease arrangement as a combined lease component and (ii) exclude recording short-term leases as right-of-use assets on the condensed consolidated balance sheets.

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. 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 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 rate is a fully collateralized rate that considers the Company’s credit rating, market conditions and the term of the lease. The Company accounts for all components in a lease arrangement as a single combined lease component.

Operating lease cost is recognized on a straight-line basis over the lease term. Total lease costs include variable lease costs, which are primarily comprised of the consumer price index adjustments and other changes based on rates, such as costs of insurance and property taxes. Variable payments are expensed in the period incurred and not included in the measurement of lease assets and obligations.

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 nine months ended June 30, 2024 and 2023 is derived from the following sources:

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

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

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

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

Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed or a specified per transaction amount. 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 timing and quantity of transactions to be processed is not determinable. Under a stand-ready obligation, the Company’s performance obligation is defined by each time increment rather than by the underlying activities satisfied over time based on days elapsed. Because the service of standing ready is substantially the same each day and has the same pattern of transfer to the 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 banks and card networks, respectively, for the nine months ended June 30, 2024 and 2023.

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

Revenues are also derived from a variety of transaction fees, which are charged for accessing our payment and software solutions, and fees for other miscellaneous services. Revenues derived from such fees are recognized at 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, 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 determines allocation of the transaction price at inception of the arrangement and uses the standalone selling prices for the majority of the Company's revenue recognition.

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

The tables below present a disaggregation of the Company's revenue from contracts with customers by product for continuing operations. In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, the revenues relates to the Acquired Entities were classified as "discontinued operations" in the accompanying condensed consolidated statement of operations and were not included in these amounts. 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

•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 Three Months Ended June 30, 2024		For the Three Months Ended June 30, 2023
Software and related services revenue	$	41,419	$	43,696
Payments revenue	11,867		10,895
Other revenue	2,751		2,669
Total revenue	$	56,037	$	57,260


	For the Nine Months Ended June 30, 2024		For the Nine Months Ended June 30, 2023
Software and related services revenue	$	123,419	$	125,421
Payments revenue	38,116		35,320
Other revenue	7,524		7,397
Total revenue	$	169,059	$	168,138

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. The Company's revenue included in each category are defined as follows:

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

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


	For the Three Months Ended June 30, 2024		For the Three Months Ended June 30, 2023
Revenue earned over time	$	52,809	$	52,919
Revenue earned at a point in time	3,228		4,341
Total revenue	$	56,037	$	57,260


	For the Nine Months Ended June 30, 2024		For the Nine Months Ended June 30, 2023
Revenue earned over time	$	159,490	$	154,816
Revenue earned at a point in time	9,569		13,322
Total revenue	$	169,059	$	168,138

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 services are presented as accounts receivable as the Company has an unconditional right to payment for services performed.

As of June 30, 2024 and September 30, 2023, the Company’s contract assets from contracts with customers was $8,558 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 condensed 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 tables present the changes in deferred revenue as of and for the nine months ended June 30, 2024 and 2023, respectively:


Balance at September 30, 2023	$	32,985
Deferral of revenue	19,156
Recognition of unearned revenue	(14,681)
Balance at December 31, 2023	37,460
Deferral of revenue	11,005
Recognition of unearned revenue	(12,820)
Balance at March 31, 2024	$	35,645
Deferral of revenue	9,587
Recognition of unearned revenue	(14,850)
Balance at June 30, 2024	$	30,382


Balance at September 30, 2022	$	29,228
Deferral of revenue	18,649
Recognition of unearned revenue	(12,954)
Balance at December 31, 2022	34,923
Deferral of revenue	9,418
Recognition of unearned revenue	(13,206)
Balance at March 31, 2023	$	31,135
Deferral of revenue	7,622
Recognition of unearned revenue	(14,283)
Balance at June 30, 2023	$	24,474

Costs to Obtain and Fulfill a Contract

The Company capitalizes incremental costs to obtain new contracts and contract renewals and amortizes these costs on a straight-line basis as an expense over the benefit period, which is generally the contract term, unless a commensurate payment is not expected at renewal. As of June 30, 2024 and September 30, 2023, the Company had $869 and $632, respectively, of capitalized contract costs, which relates 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 condensed consolidated balance sheets. The Company recorded expense from continuing operations related to these costs of $24 and $64 for the three and nine months ended June 30, 2024, respectively and $13 and $33 for the three and nine months ended June 30, 2023. In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, $4,729 and $4,334 at June 30, 2024 and September 30, 2023, respectively, of the Company's capitalized contract costs were classified as "Assets held for sale" in the accompanying condensed consolidated balance sheets and were not included in these amounts.

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 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.

Use of Estimates

The preparation of condensed consolidated financial statements 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 condensed 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.

Recent 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.

SEGMENTS	9 Months Ended
SEGMENTS	Jun. 30, 2024
Segment Reporting [Abstract]
SEGMENTS	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, the Company entered into the Purchase Agreement on June 26, 2024, which provides for the sale of the equity interests of the Acquired Entities comprising the Merchant Services Business, after giving effect to the Contribution. As a result of the anticipated sale of the Merchant Services Business pursuant to the Purchase Agreement, certain assets and liabilities of the Merchant Services Business met the held for sale criteria and the disposal group also met the criteria for discontinued operations reporting as of June 30, 2024. As such, the historical results of the Merchant Services Business have been reflected as discontinued operations in our condensed consolidated financial statements, and the Company no longer presents a Merchant Services segment. See Note 2 to our condensed consolidated financial statements for additional information. After giving effect to these developments, the Company's core business for continuing operations is delivering seamlessly integrated software and payment solutions to customers in strategic vertical markets. This is accomplished through the Software and Services segment. The Software and Services segment delivers vertical market software solutions to customers across all of the Company's strategic vertical markets. These solutions often include embedded payments or other recurring services. The Other category includes corporate overhead expenses when presenting reportable segment information. The Company's merchant services business previously represented a reportable segment prior to being reclassified, along with certain non-core assets within the Software and Services segment, as discontinued operations. As a result of these developments, the Company's continuing operations represent only one reportable segment. Therefore, the Company has not disclosed results from continuing operations or from discontinued operations by segment.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
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+ Details

EQUITY-BASED COMPENSATION - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	May 31, 2021	Sep. 30, 2020	May 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 4,432	$ 6,124	$ 14,811	$ 17,784
Income tax benefits related to equity-based compensation	703	1,227	$ 2,416	3,294
Granted, weighted average grant date fair value (in USD per share)			$ 10.54
Unrecognized compensation expense related to unvested options at end of period	18,692		$ 18,692
Period for recognition of unrecognized compensation cost			2 years 7 months 20 days
Fair value of stock options that vested	4,078		$ 21,326
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	670	1,074	2,576	3,062
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 3,350	5,240	11,664	15,820
Accelerated vesting (in shares)	198,482
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 1,082	$ 884	$ 3,147	$ 1,964
Period for recognition of unrecognized compensation cost			2 years 9 months 21 days
Accelerated vesting (in shares)	173,480
Cost not yet recognized, amount	$ 13,308		$ 13,308
Vested in period, fair value	$ 144		$ 4,560
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)	1,414,294		1,414,294				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)	1,348,698		1,348,698		3,000,000	1,500,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022
Statement of Cash Flows [Abstract]
Cash and cash equivalents	$ 9,745	$ 3,112	$ 5,043	$ 3,490
Settlement assets	1,355	4,873	10,793	7,540
Restricted cash	2,596	4,415	4,366	12,735
Total cash, cash equivalents, and restricted cash	$ 13,696	$ 12,400	$ 20,202	$ 23,765

GOODWILL AND INTANGIBLE ASSETS - Changes in Goodwill (Details) - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2024	Sep. 30, 2023
Goodwill [Roll Forward]
Goodwill, beginning	$ 267,983
Goodwill attributable to preliminary purchase price adjustments and acquisitions during the nine months ended June 30, 2024	1,209
Goodwill, ending	269,192
Discontinued Operations, Held-for-Sale or Disposed of by Sale \| Merchant Services Business
Goodwill [Roll Forward]
Goodwill	$ 141,580	$ 141,580

- 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.

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+ Details

PREPAID EXPENSES AND OTHER CURRENT ASSETS

9 Months Ended

Jun. 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 June 30, 2024 and September 30, 2023 is as follows:


	June 30,		September 30,
	2024		2023
Inventory	$	2,254	$	2,038
Prepaid licenses	2,897		3,107
Prepaid insurance	469		682
Notes receivable — current portion	195		4
Other current assets	5,464		3,681
Prepaid expenses and other current assets(1)	$	11,279	$	9,512

__________________________

1.In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, $2,510 and $2,937 at June 30, 2024 and September 30, 2023, respectively, of the Company's prepaid expenses and other current assets were classified as "Assets held for sale" in the accompanying condensed consolidated balance sheets and were not included in these amounts.

EARNINGS PER SHARE - Antidilutive Securities (Details) - $ / shares	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Feb. 13, 2020
Class A Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Exchangeable notes, exchange price per share (in USD per share)	$ 40.87		$ 40.87
Warrants sold in connection with the issuance of the exchangeable notes (in USD per share)					$ 62.88
Class B Common Stock
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	10,108,218	10,079,057	10,112,471
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	7,981,615	5,673,655
Employee Stock Options and Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	234,503	557,728	363,171	740,196
Out-of-the-Money Discontinued Operation Stock 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	7,981,615	5,673,655

LONG-TERM DEBT, NET - Consolidated Total Net Leverage Ratio (Details) - Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility		9 Months Ended
	May 08, 2023	Jun. 30, 2024
Line of Credit
Debt Instrument [Line Items]
Commitment Fee		0.30%
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]
Net leverage ratio	3.0
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
Debt Instrument [Line Items]
Letter of Credit Fee	3.00%
Greater than 3.00 to 1.0 \| Revolving Credit Facility \| Secured Debt
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]
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]
Net leverage ratio	3.00
Greater than 2.50 to 1.0 but less than 3.00 to 1.00 \| Revolving Credit Facility \| Letter of Credit
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 \| Secured Debt
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]
Net leverage ratio	2.0
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]
Net leverage ratio	2.50
Greater than 2.00 to 1.00 but less than 2.50 to 1.0 \| Revolving Credit Facility \| Letter of Credit
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 \| Secured Debt
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]
Net leverage ratio	2.0
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
Debt Instrument [Line Items]
Letter of Credit Fee	2.00%
Greater than 2.00 to 1.00 \| Revolving Credit Facility \| Secured Debt
Debt Instrument [Line Items]
Basis spread on variable rate (percent)	2.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Concentration Risk [Line Items]
Total revenue	$ 56,037	$ 57,260	$ 169,059	$ 168,138
Revenue earned over time
Concentration Risk [Line Items]
Total revenue	52,809	52,919	159,490	154,816
Revenue earned at a point in time
Concentration Risk [Line Items]
Total revenue	3,228	4,341	9,569	13,322
Software and related services revenue
Concentration Risk [Line Items]
Total revenue	41,419	43,696	123,419	125,421
Payments revenue
Concentration Risk [Line Items]
Total revenue	11,867	10,895	38,116	35,320
Other revenue
Concentration Risk [Line Items]
Total revenue	$ 2,751	$ 2,669	$ 7,524	$ 7,397

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 41
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+ Details

LEASES - Additional Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
LEASES - Additional Information (Details) $ in Thousands	Jun. 30, 2024 USD ($) lease	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) lease	Jun. 30, 2023 USD ($)
Leases [Abstract]
Number of finance leases \| lease	0		0
Weighted-average remaining lease term	2 years	4 years	2 years	4 years
Weighted-average discount rate of operating leases	7.60%	7.70%	7.60%	7.70%
Operating lease costs	$ 1,026	$ 1,051	$ 3,090	$ 3,309
Variable lease costs	138	10	185	28
Short-term rent expense	$ 13	$ 0	$ 26	$ 6

ACCRUED EXPENSES AND OTHER LIABILITIES

9 Months Ended

Jun. 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 June 30, 2024 and September 30, 2023 is as follows is as follows:


	June 30,		September 30,
	2024		2023
Accrued wages, bonuses, commissions and vacation	$	6,745	$	6,888
Accrued interest	1,027		1,313
Accrued contingent consideration — current portion	427		6,825
Escrow liabilities	2,146		3,965
Customer deposits	724		380
Employee health self-insurance liability	976		823
Accrued interchange	1,197		1,991
Other current liabilities	9,585		11,395
Accrued expenses and other current liabilities(1)	$	22,827	$	33,580

__________________________

1.In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, $2,959 and $4,160 at June 30, 2024 and September 30, 2023, respectively, of the Company's accrued expenses and other current liabilities were classified as "Assets held for sale" in the accompanying condensed consolidated balance sheets and were not included in these amounts.

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


	June 30,		September 30,
	2024		2023
Accrued contingent consideration — long-term portion	$	111	$	1,414
Deferred tax liability — long-term	15,592		18,611
Other long-term liabilities	1,535		3,053
Total other long-term liabilities(1)	$	17,238	$	23,078

__________________________

1.In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, $1,169 and $1,065 at June 30, 2024 and September 30, 2023, respectively, of the Company's other long-term liabilities were classified as "Assets held for sale" in the accompanying condensed consolidated balance sheets and were not included in these amounts.

COVER - shares	9 Months Ended
COVER - shares	Jun. 30, 2024	Aug. 08, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001728688
Current Fiscal Year End Date	--09-30
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		23,756,157
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,032,676

DISCONTINUED OPERATIONS - Cash Flow (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Depreciation and amortization	$ 6,969	$ 6,665	$ 21,216	$ 19,289
Equity-based compensation			17,387	20,846
Non-cash lease expense			3,534	3,464
Contingent consideration paid in excess of original estimates			(6,566)	(10,807)
Expenditures for property and equipment			(2,434)	(3,110)
Expenditures for capitalized software			(9,223)	(8,914)
Purchases of merchant portfolios and residual buyouts			(4,585)	(462)
Acquisitions of businesses, net of cash and restricted cash acquired			(1,100)	(101,997)
Right-of-use assets obtained in exchange for operating lease obligations			538	917
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	7,560
Equity-based compensation			2,576	3,062
Non-cash lease expense			803	774
Contingent consideration paid in excess of original estimates			0	(3,211)
Expenditures for property and equipment			(626)	(1,136)
Expenditures for capitalized software			(817)	(1,101)
Purchases of merchant portfolios and residual buyouts			(4,585)	(462)
Acquisitions of businesses, net of cash and restricted cash acquired			0	(4,497)
Right-of-use assets obtained in exchange for operating lease obligations			$ 1,739	$ 785

ACQUISITIONS - Preliminary Purchase Consideration of the Acquired Assets and Assumed Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2023
Business Acquisition [Line Items]
Goodwill	$ 269,192	$ 267,983
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 \| Customer relationships
Business Acquisition [Line Items]
Intangible assets			33,800
Celtic \| Non-compete agreements
Business Acquisition [Line Items]
Intangible assets			200
Celtic \| Trade names
Business Acquisition [Line Items]
Intangible assets			$ 600

COMMITMENTS AND CONTINGENCIES- Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 1,039	$ 1,051	$ 3,116	$ 3,315

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-In Capital	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
Beginning balance (in shares) at Sep. 30, 2022					22,986,448	10,118,142
Stockholders' equity, beginning at Sep. 30, 2022	$ 307,688	$ (11,933)			$ 2	$ 1	$ 241,958	$ (23,382)	$ (23,582)	$ 11,449	$ 89,309
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	6,846						6,846
Net loss	169								(240)		409
Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	685						685
Exercise or release of equity-based awards (in shares)					24,745
Exercise or release of equity-based awards	3						3
Allocation of equity to non-controlling interests	0						1,906				(1,906)
Ending balance (in shares) at Dec. 31, 2022					23,011,193	10,118,142
Stockholders' equity, ending at Dec. 31, 2022	303,458				$ 2	$ 1	228,016		(12,373)		87,812
Beginning balance (in shares) at Sep. 30, 2022					22,986,448	10,118,142
Stockholders' equity, beginning at Sep. 30, 2022	307,688	$ (11,933)			$ 2	$ 1	241,958	$ (23,382)	(23,582)	$ 11,449	89,309
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(6,101)		$ (6,101)
Distributions to non-controlling interest holders	0
Ending balance (in shares) at Jun. 30, 2023					23,193,447	10,108,218
Stockholders' equity, ending at Jun. 30, 2023	312,942				$ 2	$ 1	239,917		(17,492)		90,514
Beginning balance (in shares) at Dec. 31, 2022					23,011,193	10,118,142
Stockholders' equity, beginning at Dec. 31, 2022	303,458				$ 2	$ 1	228,016		(12,373)		87,812
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	6,802						6,802
Net loss	(192)								36		(228)
Redemption of common units in i3 Verticals, LLC (in shares)					9,924	(9,924)
Redemption of common units in i3 Verticals, LLC	0						86				(86)
Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	349						349
Exercise or release of equity-based awards (in shares)					64,443
Exercise or release of equity-based awards	(606)						(606)
Allocation of equity to non-controlling interests	0						(2,205)				2,205
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 (in shares) at Mar. 31, 2023					23,167,730	10,108,218
Stockholders' equity, ending at Mar. 31, 2023	311,811				$ 2	$ 1	234,442		(12,337)		89,703
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	7,198						7,198
Net loss	(6,078)		$ (6,078)						(5,155)		(923)
Exercise or release of equity-based awards (in shares)					25,717
Exercise or release of equity-based awards	11						11
Allocation of equity to non-controlling interests	0						(1,734)				1,734
Ending balance (in shares) at Jun. 30, 2023					23,193,447	10,108,218
Stockholders' equity, ending at Jun. 30, 2023	312,942				$ 2	$ 1	239,917		(17,492)		90,514
Beginning balance (in shares) at Sep. 30, 2023			23,253,272	10,093,394	23,253,272	10,093,394
Stockholders' equity, beginning at Sep. 30, 2023	328,296				$ 2	$ 1	249,688		(12,944)		91,549
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	6,508						6,508
Net loss	1,536								1,098		438
Exercise or release of equity-based awards (in shares)					25,898
Exercise or release of equity-based awards	(10)						(10)
Sale of exchangeable note hedges	1,483						1,483
Repurchases of warrants	(657)						(657)
Allocation of equity to non-controlling interests	0						(2,450)				2,450
Ending balance (in shares) at Dec. 31, 2023					23,279,170	10,093,394
Stockholders' equity, ending at Dec. 31, 2023	337,156				$ 2	$ 1	254,562		(11,846)		94,437
Beginning balance (in shares) at Sep. 30, 2023			23,253,272	10,093,394	23,253,272	10,093,394
Stockholders' equity, beginning at Sep. 30, 2023	328,296				$ 2	$ 1	249,688		(12,944)		91,549
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(3,414)		$ (3,414)
Distributions to non-controlling interest holders	$ (839)
Redemption of common units in i3 Verticals, LLC (in shares)					60,718
Exercise or release of equity-based awards (in shares)	45,254
Ending balance (in shares) at Jun. 30, 2024			23,442,698	10,032,676	23,442,698	10,032,676
Stockholders' equity, ending at Jun. 30, 2024	$ 345,915				$ 2	$ 1	267,176		(17,513)		96,249
Beginning balance (in shares) at Dec. 31, 2023					23,279,170	10,093,394
Stockholders' equity, beginning at Dec. 31, 2023	337,156				$ 2	$ 1	254,562		(11,846)		94,437
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	5,777						5,777
Net loss	3,348								1,878		1,470
Redemption of common units in i3 Verticals, LLC (in shares)					40,718	(40,718)
Redemption of common units in i3 Verticals, LLC	0						384				(384)
Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	42						42
Exercise or release of equity-based awards (in shares)					96,630
Exercise or release of equity-based awards	(223)						(223)
Allocation of equity to non-controlling interests	0						(1,300)				1,300
Ending balance (in shares) at Mar. 31, 2024					23,416,518	10,052,676
Stockholders' equity, ending at Mar. 31, 2024	346,100				$ 2	$ 1	259,242		(9,968)		96,823
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	5,102						5,102
Net loss	(8,298)		$ (8,298)						(7,545)		(753)
Distributions to non-controlling interest holders	(839)										(839)
Redemption of common units in i3 Verticals, LLC (in shares)					20,000	(20,000)
Redemption of common units in i3 Verticals, LLC	0						192				(192)
Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	4,300						4,300
Exercise or release of equity-based awards (in shares)					6,180
Exercise or release of equity-based awards	(450)						(450)
Allocation of equity to non-controlling interests	0						(1,210)				1,210
Ending balance (in shares) at Jun. 30, 2024			23,442,698	10,032,676	23,442,698	10,032,676
Stockholders' equity, ending at Jun. 30, 2024	$ 345,915				$ 2	$ 1	$ 267,176		$ (17,513)		$ 96,249

EQUITY-BASED COMPENSATION - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 4,432	$ 6,124	$ 14,811	$ 17,784
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	3,350	5,240	11,664	15,820
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 1,082	$ 884	$ 3,147	$ 1,964

- 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
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Acquisition of a Business On August 1, 2024, the Company completed an acquisition of a business that will expand the Company's permitting and licensing software offerings in the Public Sector vertical within the Software and Services segment. Purchase consideration for the business included $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 in a private placement, and an amount of contingent consideration as more specifically described below. Certain provisions in the purchase agreement provide 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 is in process of determining the acquisition date fair values of the liabilities for the contingent consideration based on discounted cash flow analyses. In each subsequent reporting period, the Company will reassess its current estimates of performance relative to the targets and adjust the contingent liabilities to their fair values through earnings. The effect of the acquisition will be included in the condensed consolidated statements of operations beginning August 1, 2024. The Company is still evaluating the allocations of the preliminary purchase consideration and pro forma results of operations. Share Repurchase Program On August 8, 2024, the Company announced that its Board of Directors had approved a new share repurchase program for the Company’s Class A common stock, under which the Company may repurchase up to $50 million of outstanding shares of Class A common stock. This share repurchase program will terminate on the earlier of August 8, 2025, or when the maximum dollar amount under the authorization has been expended. Pursuant to this authorization, repurchases may be made from time to time in the open market, through privately negotiated transactions, or otherwise. In addition, any repurchases under the authorization will be subject to prevailing market conditions, liquidity and cash flow considerations, applicable securities laws requirements (including under Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as applicable), and other factors. Taking into account restrictions under the 2023 Senior Secured Credit Facility, the Company does not anticipate making any repurchases under this authorization until the closing of the transactions under the Purchase Agreement. This share repurchase program does not require the Company to acquire any amount of shares of Class A common stock, and may be extended, modified, suspended or discontinued at any time.

EQUITY-BASED COMPENSATION

9 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

EQUITY-BASED COMPENSATION

A summary of equity-based compensation expense for continuing operations recognized during the three and nine months ended June 30, 2024 and 2023 is as follows:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Stock options	$	3,350	$	5,240	$	11,664	$	15,820
Restricted stock units	1,082		884		3,147		1,964
Equity-based compensation expense	$	4,432	$	6,124	$	14,811	$	17,784

In connection with the anticipated sale of the Merchant Services Business, $670 and $2,576 of the Company's equity-based compensation expense was classified as "net income from discontinued operations" in the accompanying condensed consolidated statements of operations during the three and nine months ended June 30, 2024, respectively, and $1,074 and $3,062 during the three and nine months ended June 30, 2023, respectively.

Amounts are included in general and administrative expense on the condensed consolidated statements of operations. Current and deferred income tax benefits for continuing operations of $703 and $2,416 were recognized during the three and nine months ended June 30, 2024, respectively, and $1,227 and $3,294 during the three and nine months ended June 30, 2023, respectively.

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 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 4.0%. As of June 30, 2024, equity awards with respect to 1,414,294 shares of the Company's Class A common stock were available for 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 June 30, 2024, equity awards with respect to 1,348,698 shares of the Company's Class A common stock were 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.

A summary of stock option activity for the nine months ended June 30, 2024 is as follows:


	Stock Options	Weighted Average Exercise Price
Outstanding at September 30, 2023	8,576,670	$	25.16
Granted	944,556	19.23
Exercised	(45,254)	18.42
Forfeited	(303,458)	27.61
Outstanding at June 30, 2024	9,172,514	$	24.50

Exercisable at June 30, 2024	6,789,792	$	25.20

The weighted-average grant date fair value of stock options granted during the nine months ended June 30, 2024 was $10.54.

As of June 30, 2024, total unrecognized compensation expense related to unvested stock options, including an estimate for pre-vesting forfeitures, was $18,692, which is expected to be recognized over a weighted-average period of 2.64 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 three and nine months ended June 30, 2024 was $4,078 and 21,326, respectively.

In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, it is expected that the Company will fully accelerate the vesting period for 198,482 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 for the nine months ended June 30, 2024 is as follows:


	Restricted Stock Units	Weighted Average Grant Date Fair Value
Outstanding at September 30, 2023	874,024	$	24.95
Granted	275,584	19.30
Vested	(177,409)	25.70
Forfeited	(48,735)	24.47
Outstanding at June 30, 2024	923,464	$	23.15

As of June 30, 2024, total unrecognized compensation expense related to unvested RSUs, including an estimate for pre-vesting forfeitures, was $13,308, which is expected to be recognized over a weighted average period of 2.81 years.

The total fair value of RSUs that vested during the three and nine months ended June 30, 2024 was $144 and $4,560, respectively.

In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, it is expected that, the Company will fully accelerate the vesting period for 173,480 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.

DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Jun. 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:


	June 30,		September 30,
	2024		2023

Assets
Current assets
Cash and cash equivalents	$	—	$	7
Accounts receivable, net	16,158		14,325
Prepaid expenses and other current assets	2,510		2,937
Total current assets	18,668		17,269
Property and equipment, net	1,942		2,249
Restricted cash	200		200
Capitalized software, net	4,026		4,520
Goodwill	141,580		141,580
Intangible assets, net	62,276		63,803
Operating lease right-of-use assets	3,047		2,107
Other assets	5,263		4,895
Total assets	$	237,002	$	236,623

Liabilities and equity
Liabilities
Current liabilities
Accounts payable	$	4,712	$	4,695
Accrued expenses and other current liabilities	2,959		4,160
Deferred revenue	1,934		2,490
Current portion of operating lease liabilities	1,162		852
Total current liabilities	10,767		12,197
Operating lease liabilities, less current portion	2,017		1,465
Other long-term liabilities	1,169		1,065
Total liabilities	$	13,953	$	14,727


	Three months ended June 30,				Nine months ended June 30,
	2024		2023		2024		2023

Revenue	$	38,383	$	36,671	$	111,893	$	105,694

Operating expenses
Other costs of services	18,116		16,588		50,902		48,259
Selling, general and administrative	10,305		10,381		31,484		31,123
Depreciation and amortization	3,088		2,493		8,649		7,560
Change in fair value of contingent consideration	—		—		—		14
Total operating expenses	31,509		29,462		91,035		86,956

Income from operations	6,874		7,209		20,858		18,738

Interest expense, net	—		—		56		—

Pretax income from discontinued operations	6,874		7,209		20,802		18,738
Provision for income taxes	1,326		2,369		3,852		2,396
Net income from discontinued operations	5,548		4,840		16,950		16,342

Net income from discontinued operations attributed to non-controlling interest	1,663		1,469		5,099		4,960
Net income from discontinued operations attributable to i3 Verticals, Inc.	3,885		3,371		11,851		11,382


	Nine months ended June 30,
	2024		2023
Depreciation and amortization	$	8,649	$	7,560
Equity-based compensation	$	2,576	$	3,062
Non-cash lease expense	$	803	$	774
Contingent consideration paid in excess of original estimates	$	—	$	(3,211)
Expenditures for property and equipment	$	(626)	$	(1,136)
Expenditures for capitalized software	$	(817)	$	(1,101)
Purchases of merchant portfolios and residual buyouts	$	(4,585)	$	(462)
Acquisitions of businesses, net of cash and restricted cash acquired	$	—	$	(4,497)
Right-of-use assets obtained in exchange for operating lease obligations	$	1,739	$	785

- 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.

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+ Details

EQUITY-BASED COMPENSATION - RSU Activity (Details) - Restricted stock units	9 Months Ended
	Jun. 30, 2024 $ / shares shares
Restricted Stock Units
Outstanding at beginning of period (in shares) \| shares	874,024
Granted (in shares) \| shares	275,584
Vested (in shares) \| shares	(177,409)
Forfeited (in shares) \| shares	(48,735)
Outstanding at end of period (in shares) \| shares	923,464
Weighted Average Grant Date Fair Value
Outstanding at beginning of period (in USD per share) \| $ / shares	$ 24.95
Granted (in USD per share) \| $ / shares	19.30
Vested (in USD per share) \| $ / shares	25.70
Forfeited (in USD per share) \| $ / shares	24.47
Outstanding at end of period (in USD per share) \| $ / shares	$ 23.15

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (7,545)	$ (5,155)	$ (4,569)	$ (5,359)

- Definition

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

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+ Details

LEASES (Tables)

9 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Maturities of Lease Liabilities

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


Fiscal Years ending September 30:
2024 (three months remaining)	$	1,057
2025	4,001
2026	3,304
2027	1,378
2028	601
Thereafter	1,212
Total future minimum lease payments (undiscounted)(1)	11,553
Less: present value discount	(1,127)
Present value of lease liability	$	10,426

__________________________

1.Total future minimum lease payments excludes payments of $5 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.

EQUITY-BASED COMPENSATION (Tables)

9 Months Ended

Jun. 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 three and nine months ended June 30, 2024 and 2023 is as follows:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Stock options	$	3,350	$	5,240	$	11,664	$	15,820
Restricted stock units	1,082		884		3,147		1,964
Equity-based compensation expense	$	4,432	$	6,124	$	14,811	$	17,784

Schedule of Stock Option Activity

A summary of stock option activity for the nine months ended June 30, 2024 is as follows:


	Stock Options	Weighted Average Exercise Price
Outstanding at September 30, 2023	8,576,670	$	25.16
Granted	944,556	19.23
Exercised	(45,254)	18.42
Forfeited	(303,458)	27.61
Outstanding at June 30, 2024	9,172,514	$	24.50

Exercisable at June 30, 2024	6,789,792	$	25.20

Schedule of Activity Related to Restricted Stock Unit

A summary of activity related to restricted stock units for the nine months ended June 30, 2024 is as follows:


	Restricted Stock Units	Weighted Average Grant Date Fair Value
Outstanding at September 30, 2023	874,024	$	24.95
Granted	275,584	19.30
Vested	(177,409)	25.70
Forfeited	(48,735)	24.47
Outstanding at June 30, 2024	923,464	$	23.15

ACQUISITIONS (Tables)

9 Months Ended

Jun. 30, 2024

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

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

The fair values assigned to certain assets and liabilities assumed, as of the acquisition 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

COMMITMENTS AND CONTINGENCIES - S&S Litigation (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 04, 2021	Sep. 30, 2018
Software & Services, LLC ("S&S")
Loss Contingencies [Line Items]
Total purchase consideration		$ 17,000
S & S Vs. State
Loss Contingencies [Line Items]
Loss contingency, damages sought, value	$ 15,000
S & S Vs. Sheriffs
Loss Contingencies [Line Items]
Loss contingency, damages sought, value	$ 7,000

- 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

INCOME TAXES	9 Months Ended
INCOME TAXES	Jun. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	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 tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. When the estimate of the annual effective tax rate is unreliable, the Company records its income tax expense or benefit based up on a period to date effective tax rate. Each quarter, the Company updates its estimate of the annual effective tax rate, and if the Company’s estimated tax rate changes, it makes a cumulative adjustment in that period. The Company’s provision for income taxes for continuing operations was a provision of $5,271 and a provision for $3,507 for the three and nine months ended June 30, 2024, respectively and a benefit of $292 and $500 during the three and nine months ended June 30, 2023, respectively. 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. During the nine months ended June 30, 2024, the Company acquired an aggregate of 60,718 Common Units in i3 Verticals, LLC in connection with the redemption of Common Units from the Continuing Equity Owners. 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 the exchange, during the nine months ended June 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 Continuing Equity Owners. The deferred tax asset and corresponding Tax Receivable Agreement liability balances were $38,148 and $40,441, respectively, as of June 30, 2024. Payments to the Continuing Equity Owners related to exchanges through June 30, 2024 will range from $0 to $3,263 per year and are expected to be paid over the next 24 years. The amounts recorded as of June 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

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023
Finite-lived intangible assets:
Cost	$ 192,866		$ 192,866
Accumulated Amortization	(38,844)		(38,844)
Carrying Value	154,022		154,022
Total identifiable intangible assets
Cost	192,883		192,883
Accumulated Amortization	(38,844)		(38,844)
Carrying Value	154,039		154,039		$ 163,149
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Amortization expense of intangible assets	3,072	$ 3,227	9,331	$ 9,561
Trademarks
Indefinite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets:	17		17
Customer relationships
Finite-lived intangible assets:
Cost	187,920		187,920
Accumulated Amortization	(35,924)		(35,924)
Carrying Value	151,996		151,996
Total identifiable intangible assets
Accumulated Amortization	$ (35,924)		$ (35,924)
Customer relationships \| Minimum
Finite-lived intangible assets:
Amortization life	9 years		9 years
Customer relationships \| Maximum
Finite-lived intangible assets:
Amortization life	25 years		25 years
Non-compete agreements
Finite-lived intangible assets:
Cost	$ 298		$ 298
Accumulated Amortization	(171)		(171)
Carrying Value	127		127
Total identifiable intangible assets
Accumulated Amortization	$ (171)		$ (171)
Non-compete agreements \| Minimum
Finite-lived intangible assets:
Amortization life	3 years		3 years
Non-compete agreements \| Maximum
Finite-lived intangible assets:
Amortization life	6 years		6 years
Website and brand development costs
Finite-lived intangible assets:
Cost	$ 7		$ 7
Accumulated Amortization	(4)		(4)
Carrying Value	3		3
Total identifiable intangible assets
Accumulated Amortization	$ (4)		$ (4)
Website and brand development costs \| Minimum
Finite-lived intangible assets:
Amortization life	3 years		3 years
Website and brand development costs \| Maximum
Finite-lived intangible assets:
Amortization life	4 years		4 years
Trade names
Finite-lived intangible assets:
Cost	$ 4,641		$ 4,641
Accumulated Amortization	(2,745)		(2,745)
Carrying Value	1,896		1,896
Total identifiable intangible assets
Accumulated Amortization	$ (2,745)		$ (2,745)
Trade names \| Minimum
Finite-lived intangible assets:
Amortization life	3 years		3 years
Trade names \| Maximum
Finite-lived intangible assets:
Amortization life	7 years		7 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	$ 62,276		$ 62,276		$ 63,803

NON-CONTROLLING INTEREST

9 Months Ended

Jun. 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 June 30, 2024 and 2023, respectively, i3 Verticals, Inc. owned 23,442,698 and 23,193,447 of i3 Verticals, LLC's Common Units, representing a 70.0% and 69.6% 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:


	Nine Months Ended June 30,
	2024		2023
Net income (loss) attributable to non-controlling interest	$	1,155	$	(742)
Transfers (from) to non-controlling interests:
Distributions to non-controlling interest holders	(839)		—
Redemption of common units in i3 Verticals, LLC	(576)		(86)
Allocation of equity to non-controlling interests	4,960		2,033
Net transfers to non-controlling interests	3,545		1,947
Change from net income attributable to non-controlling interests and net transfers to non-controlling interests	$	4,700	$	1,205

DISCONTINUED OPERATIONS - Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Current assets
Total current assets	$ 237,002	$ 17,269
Current liabilities
Total current liabilities	13,953	12,197
Merchant Services Business \| Discontinued Operations, Held-for-Sale or Disposed of by Sale
Current assets
Cash and cash equivalents	0	7
Accounts receivable, net	16,158	14,325
Prepaid expenses and other current assets	2,510	2,937
Total current assets	18,668	17,269
Property and equipment, net	1,942	2,249
Restricted cash	200	200
Capitalized software, net	4,026	4,520
Goodwill	141,580	141,580
Intangible assets, net	62,276	63,803
Operating lease right-of-use assets	3,047	2,107
Other assets	5,263	4,895
Total assets	237,002	236,623
Current liabilities
Accounts payable	4,712	4,695
Accrued expenses and other current liabilities	2,959	4,160
Deferred revenue	1,934	2,490
Current portion of operating lease liabilities	1,162	852
Total current liabilities	10,767	12,197
Operating lease liabilities, less current portion	2,017	1,465
Other long-term liabilities	1,169	1,065
Total liabilities	$ 13,953	$ 14,727

SEGMENTS (Details)	9 Months Ended
SEGMENTS (Details)	Jun. 30, 2024 reportable_unit
Segment Reporting [Abstract]
Number of reportable segments	1

EARNINGS PER SHARE

9 Months Ended

Jun. 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.


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Basic and diluted net loss per share:
Numerator
Net loss	$	(13,846)	$	(10,918)	$	(20,364)	$	(22,443)
Less: Net loss attributable to non-controlling interest	(2,416)		(2,392)		(3,944)		(5,702)
Net loss attributable to Class A common stockholders	$	(11,430)	$	(8,526)	$	(16,420)	$	(16,741)
Denominator
Weighted average shares of Class A common stock outstanding	23,420,811		23,179,638		23,339,598		23,104,212
Basic and diluted net loss per share(1)	$	(0.49)	$	(0.37)	$	(0.70)	$	(0.72)

__________________________


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Basic net income per share:
Numerator
Net income	$	5,548	$	4,840	$	16,950	$	16,342
Less: Net income attributable to non-controlling interest	1,663		1,469		5,099		4,960
Net income attributable to Class A common stockholders	$	3,885	$	3,371	$	11,851	$	11,382
Denominator
Weighted average shares of Class A common stock outstanding	23,420,811		23,179,638		23,339,598		23,104,212
Basic net income per share	$	0.17	$	0.15	$	0.51	$	0.49

Diluted net income per share:
Numerator
Net income attributable to Class A common stockholders	$	3,885	$	3,371	$	11,851	$	11,382
Reallocation of net income assuming conversion of common units(1)	1,256		1,103		3,852		3,724
Net income attributable to Class A common stockholders - diluted	5,141		4,474		15,703		15,106

Denominator
Weighted average shares of Class A common stock outstanding	23,420,811		23,179,638		23,339,598		23,104,212
Weighted average effect of dilutive securities(2)	10,286,520		10,665,946		10,442,228		10,852,667
Weighted average shares of Class A common stock outstanding - diluted	33,707,331		33,845,584		33,781,826		33,956,879
Diluted net income per share	$	0.15	$	0.13	$	0.46	$	0.44

__________________________


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Basic and diluted net loss per share:
Numerator
Net loss	$	(8,298)	$	(6,078)	$	(3,414)	$	(6,101)
Less: Net loss attributable to non-controlling interest	(753)		(923)		1,155		(742)
Net loss attributable to Class A common stockholders	$	(7,545)	$	(5,155)	$	(4,569)	$	(5,359)
Denominator
Weighted average shares of Class A common stock outstanding	23,420,811		23,179,638		23,339,598		23,104,212
Basic and diluted net loss per share(1)	$	(0.32)	$	(0.22)	$	(0.20)	$	(0.23)

__________________________

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 loss per share, if applicable. The conversion spread will have a dilutive impact on diluted net loss 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 8 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.

GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (three months remaining)	$ 3,064
2025	12,249
2026	11,823
2027	11,406
2028	11,243
Thereafter	104,236
Carrying Value	$ 154,022

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

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

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


	Accrued Contingent Consideration
Balance at September 30, 2023	$	8,239
Contingent consideration accrued at time of business combination	170
Change in fair value of contingent consideration included in Operating expenses	(545)
Contingent consideration paid	(7,326)
Balance at June 30, 2024	$	538


	Accrued Contingent Consideration(1)
Balance at September 30, 2022	$	19,636
Contingent consideration accrued at time of business combination	760
Change in fair value of contingent consideration included in Operating expenses	9,891
Contingent consideration paid	(12,431)
Balance at June 30, 2023	$	17,856

__________________________

GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying amount of goodwill are as follows:


	Total
Balance at September 30, 2023(1)	$	267,983
Goodwill attributable to preliminary purchase price adjustments and acquisitions during the nine months ended June 30, 2024	1,209
Balance at June 30, 2024(1)	$	269,192

__________________________

1.In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, $141,580 at both June 30, 2024 and September 30, 2023 of the Company's goodwill was classified as "Assets held for sale" in the accompanying condensed consolidated balance sheets and were not included in these amounts.

Intangible assets consisted of the following as of June 30, 2024:


	Cost		Accumulated Amortization		Carrying Value		Amortization Life and Method
Finite-lived intangible assets:
Customer relationships	$	187,920	$	(35,924)	$	151,996	9 to 25 years – accelerated or straight-line
Non-compete agreements	298		(171)		127		3 to 6 years – straight-line
Website and brand development costs	7		(4)		3		3 to 4 years – straight-line
Trade names	4,641		(2,745)		1,896		3 to 7 years – straight-line
Total finite-lived intangible assets	192,866		(38,844)		154,022

Indefinite-lived intangible assets:
Trademarks	17		—		17
Total identifiable intangible assets(1)	$	192,883	$	(38,844)	$	154,039

__________________________

1.In connection with the anticipated sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement, $62,276 at June 30, 2024 of the Company's net identifiable intangible assets was classified as "Assets held for sale" in the accompanying condensed consolidated balance sheets and were not included in these amounts.

Amortization expense from continuing operations for intangible assets amounted to $3,072 and $9,331 for the three and nine months ended June 30, 2024, respectively, and $3,227 and $9,561 for the three and nine months ended June 30, 2023, respectively.

Based on net carrying amounts at June 30, 2024, the Company's estimate of future amortization expense for continuing operations for intangible assets are presented in the table below for fiscal years ending September 30:


2024 (three months remaining)	$	3,064
2025	12,249
2026	11,823
2027	11,406
2028	11,243
Thereafter	104,236
	$	154,022

LONG-TERM DEBT, NET (Tables)

9 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt

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


		June 30,		September 30,
	Maturity	2024		2023
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility	May 8, 2028	$	351,400	$	272,505
1% Exchangeable Senior Notes due 2025	February 15, 2025	26,223		117,000
Debt issuance costs, net		(3,508)		(4,424)
Total long-term debt, net of issuance costs		374,115		385,081
Less current portion of long-term debt		(26,223)		—
Long-term debt, net of current portion		$	347,892	$	385,081

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 < 3.00 to 1.0	0.25	%	2.50	%	2.50	%	1.50	%
> 2.0 to 1.0 but < 2.50 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477734/942-470-50-3

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-8

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 25, 2018
Related Party Transaction [Line Items]
Percent of tax benefits payable to continuing equity owners	85.00%	85.00%
Class B Common Stock \| Continuing Equity Owner
Related Party Transaction [Line Items]
Tax benefits due to continuing equity owners	$ 40,441

ACCRUED EXPENSES AND OTHER LIABILITIES (Tables)

9 Months Ended

Jun. 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 June 30, 2024 and September 30, 2023 is as follows is as follows:


	June 30,		September 30,
	2024		2023
Accrued wages, bonuses, commissions and vacation	$	6,745	$	6,888
Accrued interest	1,027		1,313
Accrued contingent consideration — current portion	427		6,825
Escrow liabilities	2,146		3,965
Customer deposits	724		380
Employee health self-insurance liability	976		823
Accrued interchange	1,197		1,991
Other current liabilities	9,585		11,395
Accrued expenses and other current liabilities(1)	$	22,827	$	33,580

__________________________

Schedule of Long-term Liabilities

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


	June 30,		September 30,
	2024		2023
Accrued contingent consideration — long-term portion	$	111	$	1,414
Deferred tax liability — long-term	15,592		18,611
Other long-term liabilities	1,535		3,053
Total other long-term liabilities(1)	$	17,238	$	23,078

__________________________

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Settlement assets	$ 1,355	$ 10,793	$ 1,355	$ 10,793	$ 4,873	$ 7,540
Settlement obligations	1,355		1,355		4,873
Inventories	2,254		2,254		2,038
Contract assets from contracts with customer	8,558		8,558		15,131
Capitalized contract costs	869		869		632
Commissions related to capitalized contract costs	24	$ 13	64	$ 33
Discontinued Operations, Held-for-Sale or Disposed of by Sale \| Merchant Services Business
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Discontinued operation, inventory	1,886		1,886		2,100
Discontinued operation, capitalized contract costs	$ 4,729		$ 4,729		$ 4,334
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Maturity period of settlement assets and obligations (in years)			1 day
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Maturity period of settlement assets and obligations (in years)			4 days

SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($)	Aug. 01, 2024	Aug. 08, 2024
2024 New Share Repurchase Program
Subsequent Event [Line Items]
Share repurchase program, outstanding shares of Class A common stock repurchased amount		$ 50,000,000
Permitting And Licensing Software Business Acquisition
Subsequent Event [Line Items]
Payment to acquire business	$ 18,000,000
Business combination shares issued (in shares)	311,634
Contingent consideration	$ 22,000,000

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 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)	23,442,698	23,253,272
Common Stock, outstanding (in shares)	23,442,698	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

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

9 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Cash flows from operating activities:

Net loss

$ (3,414)

$ (6,101)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

29,865

26,849

Equity-based compensation

17,387

20,846

Amortization of debt issuance costs

897

1,312

Gain on repurchase of exchangeable notes

(2,397)

Loss on sale of exchangeable senior note hedges

245

Gain on repurchases of warrants

(105)

Provision for deferred income taxes

4,078

1,860

Non-cash lease expense

3,534

3,464

Changes in non-cash contingent consideration expense from original estimate

(545)

9,905

Other non-cash adjustments to net income

793

946

Changes in operating assets:

Accounts receivable

7,574

2,961

Prepaid expenses and other current assets

(1,398)

(200)

Other assets

(1,076)

(980)

Changes in operating liabilities:

Accounts payable

(415)

(1,111)

Accrued expenses and other current liabilities

(6,718)

(1,548)

Acquisition escrow obligations

(1,820)

(8,370)

Deferred revenue

(3,141)

(9,319)

Operating lease liabilities

(3,510)

(3,339)

Other long-term liabilities

(2)

Contingent consideration paid in excess of original estimates

(6,566)

(10,807)

Net cash provided by operating activities

33,266

26,370

Cash flows from investing activities:

Expenditures for property and equipment

(2,434)

(3,110)

Proceeds from sale of property and equipment

618

Expenditures for capitalized software

(9,223)

(8,914)

Purchases of merchant portfolios and residual buyouts

(4,585)

(462)

Acquisitions of businesses, net of cash and restricted cash acquired

(1,100)

(101,997)

Payments for other investing activities

(39)

(1,227)

Proceeds from other investing activities

295

Net cash used in investing activities

(16,755)

(115,415)

Cash flows from financing activities:

Proceeds from revolving credit facility

296,043

310,436

Payments on revolving credit facility

(217,149)

(222,055)

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

(906)

(694)

Net (payments for) proceeds from settlement obligations

^[1]

(3,518)

3,253

Cash paid for contingent consideration

(760)

(4,835)

Payments for required distributions to members for tax obligations

(1,117)

Proceeds from stock option exercises

154

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

(679)

(777)

Net cash (used in) provided by financing activities

(15,215)

85,482

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

1,296

(3,563)

Cash, cash equivalents and restricted cash at beginning of period

12,400

23,765

Cash, cash equivalents and restricted cash at end of period

13,696

20,202

Supplemental disclosure of cash flow information:

Cash paid for interest

21,773

14,488

Cash paid for income taxes

$ 6,984

$ 1,931

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

ACQUISITIONS

9 Months Ended

Jun. 30, 2024

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

ACQUISITIONS

During the nine months ended June 30, 2024 and 2023, the Company acquired the following intangible assets and businesses:

Business Combinations during the nine months ended June 30, 2024

During the nine months ended June 30, 2024 the Company completed the acquisition of a business to expand the Company’s software offerings. 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 June 30, 2024. The acquired customer relationships intangible assets have an estimated amortization periods of ten years. The acquired capitalized software have amortization periods of seven years.

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

Business Combinations during the year ended September 30, 2023

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

During the nine months ended June 30, 2023, the Company completed the acquisition 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 Software and Services 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 years 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 two other businesses to expand the Company's software offerings. The total purchase consideration was $19,757, including $16,997 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 $374 to property and equipment, approximately $670 to capitalized software, approximately $8,400 to customer relationships, approximately $100 to trade names, and the remainder, approximately $12,229, 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 one of these acquisitions is considered preliminary as of June 30, 2024. The acquired capital software and customer relationships intangible asset have estimated amortization periods of seven to eight years and ten to fifteen years, respectively.

SIGNIFICANT NON-CASH TRANSACTIONS

9 Months Ended

Jun. 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 related to continuing operations during the nine months ended June 30, 2024 and 2023:


	Nine months ended June 30,
	2024		2023
Acquisition date fair value of contingent consideration in connection with business combinations	$	170	$	760
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	$	538	$	917

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

9 Months Ended

Jun. 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 June 30, 2024 and September 30, 2023 is as follows:


	June 30,		September 30,
	2024		2023
Inventory	$	2,254	$	2,038
Prepaid licenses	2,897		3,107
Prepaid insurance	469		682
Notes receivable — current portion	195		4
Other current assets	5,464		3,681
Prepaid expenses and other current assets(1)	$	11,279	$	9,512

__________________________

SIGNIFICANT NON-CASH TRANSACTIONS (Tables)

9 Months Ended

Jun. 30, 2024

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

Schedule of Significant Noncash Transactions

The Company engaged in the following significant non-cash investing and financing activities related to continuing operations during the nine months ended June 30, 2024 and 2023:


	Nine months ended June 30,
	2024		2023
Acquisition date fair value of contingent consideration in connection with business combinations	$	170	$	760
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	$	538	$	917

LONG-TERM DEBT, NET

9 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

LONG-TERM DEBT, NET

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


		June 30,		September 30,
	Maturity	2024		2023
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility	May 8, 2028	$	351,400	$	272,505
1% Exchangeable Senior Notes due 2025	February 15, 2025	26,223		117,000
Debt issuance costs, net		(3,508)		(4,424)
Total long-term debt, net of issuance costs		374,115		385,081
Less current portion of long-term debt		(26,223)		—
Long-term debt, net of current portion		$	347,892	$	385,081

2020 Exchangeable Notes Offering

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

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

The Exchangeable Notes bear interest at a fixed rate of 1.00% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020. In accordance with the terms of the Indenture, beginning on August 15, 2024, the Exchangeable Notes may be exchanged at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Exchangeable Notes will mature on February 15, 2025, unless exchanged or repurchased at an earlier date.

For a discussion of the terms of the Exchangeable Notes, refer to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

Non-cash interest expense, including amortization of debt issuance costs, related to the Exchangeable Notes for the three and nine months ended June 30, 2024 was $61 and $420, respectively and $241 and $701 for the three and nine months ended June 30, 2023. Total unamortized debt issuance costs related to the Exchangeable Notes were $154 and $1,501 as of June 30, 2024 and September 30, 2023, respectively.

During fiscal year 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 ending 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 June 30, 2024, the aggregate principal amount outstanding of the Exchangeable Notes was $26,223.

The estimated fair value of the Exchangeable Notes was $25,227 as of June 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 11.

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 Revolving 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 replaced the prior senior secured credit facility of the Company which was entered into on May 9, 2019 (the "Prior Senior Secured Credit Facility"). The 2023 Senior Secured Credit Facility provides for aggregate commitments of $450 million in the form of a senior secured revolving credit facility (the “Revolver”). In addition, on June 26, 2024, the Borrower entered into the first amendment to the 2023 Senior Secured Credit Facility (the “Amendment”). Among other things, the Amendment permitted the execution of the Purchase Agreement and the consummation of the sale of the Merchant Services Business. Certain provisions of the Amendment were effective as of the date of the Amendment, and certain other provisions are to be effective upon the closing of the sale of the Merchant Services Business pursuant to the terms of the Purchase Agreement.

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 million 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 June 30, 2024, the Borrower's consolidated interest coverage ratio was 3.5x and total leverage ratio was 3.6x.

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% (3.00% at June 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 June 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 < 3.00 to 1.0	0.25	%	2.50	%	2.50	%	1.50	%
> 2.0 to 1.0 but < 2.50 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, 0.30% at June 30, 2024) times the actual daily amount by which $450 million 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 million 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 $906 in debt issuance costs during the three and nine months ended June 30, 2024, and incurred $2,814 and $3,079 in debt issuance costs during the three and nine months ended June 30, 2023, respectively. During the nine months ended June 30, 2024, the Company wrote off $926 of debt issuance costs in connection with the Exchangeable Note Repurchases. The Company's debt issuance costs 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 net against long-term debt in the condensed consolidated balance sheets. The amortization of deferred debt issuance costs is included in interest expense and amounted to approximately $221 and $897 during the three and nine months ended June 30, 2024, respectively, and $583 and $1,312 during the three and nine months ended June 30, 2023, respectively.

ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Accrued expenses and other current liabilities:
Accrued wages, bonuses, commissions and vacation	$ 6,745	$ 6,888
Accrued interest	1,027	1,313
Accrued contingent consideration — current portion	427	6,825
Escrow liabilities	2,146	3,965
Customer deposits	724	380
Employee health self-insurance liability	976	823
Accrued interchange	1,197	1,991
Other current liabilities	9,585	11,395
Accrued expenses and other current liabilities	22,827	33,580
Long-term Liabilities
Accrued contingent consideration — long-term portion	111	1,414
Deferred tax liability — long-term	15,592	18,611
Other long-term liabilities	1,535	3,053
Total other long-term liabilities	17,238	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	2,959	4,160
Long-term Liabilities
Other long-term liabilities	$ 1,169	$ 1,065

RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Jun. 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 9 for further information. As of June 30, 2024, the total amount due under the Tax Receivable Agreement was $40,441.

- 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
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

ACQUISITIONS - Additional Information (Details) $ in Thousands	9 Months Ended		12 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2023 USD ($) business
Finite-lived intangible assets:
Goodwill	$ 269,192		$ 267,983
Software Business Acquisition
Finite-lived intangible assets:
Total purchase consideration	1,270
Payment to acquire business	1,100
Contingent consideration	170
Property and equipment	5
Goodwill	1,005
Acquisition-related costs	8
Software Business Acquisition \| Capitalized software
Finite-lived intangible assets:
Intangible assets	$ 40
Estimated amortization period	7 years
Software Business Acquisition \| Customer relationships
Finite-lived intangible assets:
Intangible assets	$ 220
Estimated amortization period	10 years
Celtic
Finite-lived intangible assets:
Payment to acquire business		$ 85,000
Property and equipment		5,233
Goodwill		$ 43,899
Estimated amortization period		18 years
Acquisition-related costs		$ 1,782
Other long-term liabilities		13,162
Celtic \| Capitalized software
Finite-lived intangible assets:
Intangible assets		$ 12,600
Estimated amortization period		10 years
Celtic \| Customer relationships
Finite-lived intangible assets:
Intangible assets		$ 33,800
Estimated amortization period		18 years
Celtic \| Trade names
Finite-lived intangible assets:
Intangible assets		$ 600
Estimated amortization period		5 years
Celtic \| Non-compete agreements
Finite-lived intangible assets:
Intangible assets		$ 200
Estimated amortization period		3 years
Other Business Combinations
Finite-lived intangible assets:
Total purchase consideration			19,757
Payment to acquire business			16,997
Contingent consideration			760
Property and equipment			374
Goodwill			$ 12,229
Number of businesses acquired \| business			2
Net working capital			$ 159
Business acquisition, goodwill, expected tax deductible amount			2,864
Other long-term liabilities			2,178
Other Business Combinations \| Class A Common Stock
Finite-lived intangible assets:
Common units issued to seller			2,000
Other Business Combinations \| Capitalized software
Finite-lived intangible assets:
Intangible assets			$ 670
Other Business Combinations \| Capitalized software \| Minimum
Finite-lived intangible assets:
Estimated amortization period			7 years
Other Business Combinations \| Capitalized software \| Maximum
Finite-lived intangible assets:
Estimated amortization period			8 years
Other Business Combinations \| Customer relationships
Finite-lived intangible assets:
Intangible assets			$ 8,400
Other Business Combinations \| Customer relationships \| Minimum
Finite-lived intangible assets:
Estimated amortization period			10 years
Other Business Combinations \| Customer relationships \| Maximum
Finite-lived intangible assets:
Estimated amortization period			15 years
Other Business Combinations \| Trade names
Finite-lived intangible assets:
Intangible assets			$ 100

EARNINGS PER SHARE - Continung Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator
Net loss	$ (13,846)	$ (10,918)	$ (20,364)	$ (22,443)
Less: Net loss attributable to non-controlling interest	$ (2,416)	$ (2,392)	$ (3,944)	$ (5,702)
Denominator
Weighted average shares of Class A common stock outstanding - basic (in shares)	23,420,811	23,179,638	23,339,598	23,104,212
Basic net loss per share (in USD per share)	$ (0.49)	$ (0.37)	$ (0.70)	$ (0.72)
Diluted net loss per share (in USD per share)	$ (0.49)	$ (0.37)	$ (0.70)	$ (0.72)
Continuing Operations
Denominator
Weighted average shares of Class A common stock outstanding, diluted (in shares)	23,420,811	23,179,638	23,339,598	23,104,212
Class A Common Stock
Numerator
Net loss	$ (13,846)	$ (10,918)	$ (20,364)	$ (22,443)
Less: Net loss attributable to non-controlling interest	(2,416)	(2,392)	(3,944)	(5,702)
Net loss attributable to Class A common stockholders, Basic	(11,430)	(8,526)	(16,420)	(16,741)
Net loss attributable to Class A common stockholders, Diluted	$ (11,430)	$ (8,526)	$ (16,420)	$ (16,741)
Denominator
Weighted average shares of Class A common stock outstanding - basic (in shares)	23,420,811	23,179,638	23,339,598	23,104,212
Weighted average shares of Class A common stock outstanding, diluted (in shares)	23,420,811	23,179,638	23,339,598	23,104,212
Basic net loss per share (in USD per share)	$ (0.49)	$ (0.37)	$ (0.70)	$ (0.72)
Diluted net loss per share (in USD per share)	$ (0.49)	$ (0.37)	$ (0.70)	$ (0.72)
Class A Common Stock \| Continuing Operations
Denominator
Weighted average shares of Class A common stock outstanding, diluted (in shares)	23,420,811	23,179,638	23,339,598	23,104,212

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

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


	For the Nine Months Ended June 30, 2024
	As Previously Reported	Adjustment	As Adjusted
Cash flows from operating activities:
Settlement obligations	(3,518)	3,518	—
Net cash provided by operating activities	29,748	3,518	33,266

Cash flows from financing activities:
Net payments for settlement obligations	—	(3,518)	(3,518)
Net cash used in financing activities	(11,697)	(3,518)	(15,215)


	For the Nine Months Ended June 30, 2023
	As Previously Reported	Adjustment	As Adjusted
Cash flows from operating activities:
Settlement obligations	3,253	(3,253)	—
Net cash provided by operating activities	29,623	(3,253)	26,370

Cash flows from financing activities:
Net proceeds from settlement obligations	—	3,253	3,253
Net cash provided by financing activities	82,229	3,253	85,482

Schedule of Disaggregation of Revenue

•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 Three Months Ended June 30, 2024		For the Three Months Ended June 30, 2023
Software and related services revenue	$	41,419	$	43,696
Payments revenue	11,867		10,895
Other revenue	2,751		2,669
Total revenue	$	56,037	$	57,260


	For the Nine Months Ended June 30, 2024		For the Nine Months Ended June 30, 2023
Software and related services revenue	$	123,419	$	125,421
Payments revenue	38,116		35,320
Other revenue	7,524		7,397
Total revenue	$	169,059	$	168,138

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

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


	For the Three Months Ended June 30, 2024		For the Three Months Ended June 30, 2023
Revenue earned over time	$	52,809	$	52,919
Revenue earned at a point in time	3,228		4,341
Total revenue	$	56,037	$	57,260


	For the Nine Months Ended June 30, 2024		For the Nine Months Ended June 30, 2023
Revenue earned over time	$	159,490	$	154,816
Revenue earned at a point in time	9,569		13,322
Total revenue	$	169,059	$	168,138

Schedule of Contract with Customer, Asset and Liability

The following tables present the changes in deferred revenue as of and for the nine months ended June 30, 2024 and 2023, respectively:


Balance at September 30, 2023	$	32,985
Deferral of revenue	19,156
Recognition of unearned revenue	(14,681)
Balance at December 31, 2023	37,460
Deferral of revenue	11,005
Recognition of unearned revenue	(12,820)
Balance at March 31, 2024	$	35,645
Deferral of revenue	9,587
Recognition of unearned revenue	(14,850)
Balance at June 30, 2024	$	30,382


Balance at September 30, 2022	$	29,228
Deferral of revenue	18,649
Recognition of unearned revenue	(12,954)
Balance at December 31, 2022	34,923
Deferral of revenue	9,418
Recognition of unearned revenue	(13,206)
Balance at March 31, 2023	$	31,135
Deferral of revenue	7,622
Recognition of unearned revenue	(14,283)
Balance at June 30, 2023	$	24,474

DISCONTINUED OPERATIONS - Narrative (Details) - Merchant Services Business - Discontinued Operations, Held-for-Sale or Disposed of by Sale - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Transaction costs incurred		$ 2,626
Forecast
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Purchase price	$ 440,000

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2020-06 [Member]

- Definition

Indicates amendment to accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476173/280-10-65-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476173/280-10-65-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 9
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482615/740-10-65-9

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 9
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482615/740-10-65-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147482615/740-10-65-9

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479343/105-10-65-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
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-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
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-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
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-Section 65
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
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-Publisher FASB
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

Restricted Cash

Settlement Assets and Obligations

Reclassifications

Discontinued operations

and liabilities subject to the sale of the Merchant Services Business have been reclassified as held for sale for all periods presented in the condensed consolidated balance sheets.

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.

Acquisitions

Leases

Revenue Recognition and Deferred Revenue

The Company's revenue from continuing operations for the nine months ended June 30, 2024 and 2023 is derived from the following sources:

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

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

•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 Three Months Ended June 30, 2024		For the Three Months Ended June 30, 2023
Software and related services revenue	$	41,419	$	43,696
Payments revenue	11,867		10,895
Other revenue	2,751		2,669
Total revenue	$	56,037	$	57,260


	For the Nine Months Ended June 30, 2024		For the Nine Months Ended June 30, 2023
Software and related services revenue	$	123,419	$	125,421
Payments revenue	38,116		35,320
Other revenue	7,524		7,397
Total revenue	$	169,059	$	168,138

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

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


	For the Three Months Ended June 30, 2024		For the Three Months Ended June 30, 2023
Revenue earned over time	$	52,809	$	52,919
Revenue earned at a point in time	3,228		4,341
Total revenue	$	56,037	$	57,260


	For the Nine Months Ended June 30, 2024		For the Nine Months Ended June 30, 2023
Revenue earned over time	$	159,490	$	154,816
Revenue earned at a point in time	9,569		13,322
Total revenue	$	169,059	$	168,138

Contract Assets

As of June 30, 2024 and September 30, 2023, the Company’s contract assets from contracts with customers was $8,558 and $15,131, respectively.

Contract Liabilities

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 tables present the changes in deferred revenue as of and for the nine months ended June 30, 2024 and 2023, respectively:


Balance at September 30, 2023	$	32,985
Deferral of revenue	19,156
Recognition of unearned revenue	(14,681)
Balance at December 31, 2023	37,460
Deferral of revenue	11,005
Recognition of unearned revenue	(12,820)
Balance at March 31, 2024	$	35,645
Deferral of revenue	9,587
Recognition of unearned revenue	(14,850)
Balance at June 30, 2024	$	30,382


Balance at September 30, 2022	$	29,228
Deferral of revenue	18,649
Recognition of unearned revenue	(12,954)
Balance at December 31, 2022	34,923
Deferral of revenue	9,418
Recognition of unearned revenue	(13,206)
Balance at March 31, 2023	$	31,135
Deferral of revenue	7,622
Recognition of unearned revenue	(14,283)
Balance at June 30, 2023	$	24,474

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.

Use of Estimates

Recent 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.

ORGANIZATION AND OPERATIONS	9 Months Ended
ORGANIZATION AND OPERATIONS	Jun. 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 integrated software and payment solutions to customers in strategic vertical markets. The Company’s headquarters are located in Nashville, Tennessee, with operations throughout the United States. Unless the context otherwise requires, references to “we,” “us,” “our,” “i3 Verticals” and the “Company” refer to i3 Verticals, Inc. and its subsidiaries, including i3 Verticals, LLC. 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 of 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 owners other than i3 Verticals, Inc. (the “Continuing Equity Owners”).

GOODWILL AND INTANGIBLE ASSETS (Tables)

9 Months Ended

Jun. 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:


	Total
Balance at September 30, 2023(1)	$	267,983
Goodwill attributable to preliminary purchase price adjustments and acquisitions during the nine months ended June 30, 2024	1,209
Balance at June 30, 2024(1)	$	269,192

__________________________

Schedule of Finite-Lived Intangible Assets

Intangible assets consisted of the following as of June 30, 2024:


	Cost		Accumulated Amortization		Carrying Value		Amortization Life and Method
Finite-lived intangible assets:
Customer relationships	$	187,920	$	(35,924)	$	151,996	9 to 25 years – accelerated or straight-line
Non-compete agreements	298		(171)		127		3 to 6 years – straight-line
Website and brand development costs	7		(4)		3		3 to 4 years – straight-line
Trade names	4,641		(2,745)		1,896		3 to 7 years – straight-line
Total finite-lived intangible assets	192,866		(38,844)		154,022

Indefinite-lived intangible assets:
Trademarks	17		—		17
Total identifiable intangible assets(1)	$	192,883	$	(38,844)	$	154,039

__________________________

Schedule of Indefinite-Lived Intangible Assets

Intangible assets consisted of the following as of June 30, 2024:


	Cost		Accumulated Amortization		Carrying Value		Amortization Life and Method
Finite-lived intangible assets:
Customer relationships	$	187,920	$	(35,924)	$	151,996	9 to 25 years – accelerated or straight-line
Non-compete agreements	298		(171)		127		3 to 6 years – straight-line
Website and brand development costs	7		(4)		3		3 to 4 years – straight-line
Trade names	4,641		(2,745)		1,896		3 to 7 years – straight-line
Total finite-lived intangible assets	192,866		(38,844)		154,022

Indefinite-lived intangible assets:
Trademarks	17		—		17
Total identifiable intangible assets(1)	$	192,883	$	(38,844)	$	154,039

__________________________

Schedule of Future Amortization Expense for Intangible Assets


2024 (three months remaining)	$	3,064
2025	12,249
2026	11,823
2027	11,406
2028	11,243
Thereafter	104,236
	$	154,022

- Definition

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

+ References

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+ Details

EARNINGS PER SHARE - Consolidated (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2024	Jun. 30, 2023
Numerator
Net loss	$ (8,298)	$ 3,348	$ 1,536	$ (6,078)	$ (192)	$ 169	$ (3,414)	$ (6,101)
Less: Net loss attributable to non-controlling interest	(753)			(923)			1,155	(742)
Net loss attributable to i3 Verticals, Inc.	$ (7,545)			$ (5,155)			$ (4,569)	$ (5,359)
Denominator
Weighted average shares of Class A common stock outstanding - basic (in shares)	23,420,811			23,179,638			23,339,598	23,104,212
Basic net loss per share (in USD per share)	$ (0.32)			$ (0.22)			$ (0.20)	$ (0.23)
Diluted et loss per share (in USD per share)	$ (0.32)			$ (0.22)			$ (0.20)	$ (0.23)

- Definition

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

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

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

+ References

+ Details

- Definition

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

+ References

+ Details

- Definition

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

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+ Details

LEASES

9 Months Ended

Jun. 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 June 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 at June 30, 2024 and 2023 was two and four years, respectively. The Company had no significant short-term leases during the three and nine months ended June 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 7.6% and 7.7% as of June 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 were $1,026 and $3,090 for the three and nine months ended June 30, 2024, respectively, and $1,051 and $3,309 for the three and nine months ended June 30, 2023, respectively, which are included in selling, general and administrative expenses in the condensed consolidated statements of operations.

Total operating lease costs from continuing operations include variable lease costs of approximately $138 and $185, for the three and nine months ended June 30, 2024, respectively, and $10 and $28 for the three and nine months ended June 30, 2023, 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 was $13 and $26 for the three and nine months ended June 30, 2024, respectively, and $0 and $6 for the three and nine months ended June 30, 2023, respectively, and are included in selling, general and administrative expenses in the condensed consolidated statements of operations.

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


Fiscal Years ending September 30:
2024 (three months remaining)	$	1,057
2025	4,001
2026	3,304
2027	1,378
2028	601
Thereafter	1,212
Total future minimum lease payments (undiscounted)(1)	11,553
Less: present value discount	(1,127)
Present value of lease liability	$	10,426

__________________________

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	9 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Exchangeable notes, fair value	$ 25,227
Discontinued Operations, Held-for-Sale or Disposed of by Sale \| Merchant Services Business
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Discontinued operation, accrued contingent consideration				$ 3,197
Accrued Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning	8,239	$ 19,636
Contingent consideration accrued at time of business combination	170	760
Change in fair value of contingent consideration included in Operating expenses	(545)	9,891
Contingent consideration paid	(7,326)	(12,431)
Balance, ending	538	$ 17,856
Accrued Expenses and Other Current Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Contingent consideration	427		$ 6,825
Other Long-term Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Contingent consideration	$ 111		$ 1,414

LONG-TERM DEBT, NET - Additional Information (Details)						1 Months Ended	3 Months Ended		9 Months Ended
LONG-TERM DEBT, NET - Additional Information (Details)	Jun. 30, 2024 USD ($)	Jan. 18, 2024 USD ($)	May 08, 2023 USD ($)	Feb. 18, 2020 USD ($)	Feb. 13, 2020 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2020 USD ($)
Debt Instrument [Line Items]
Proceeds from sale of exchangeable senior note hedges									$ 1,238,000	$ 0
Amortization of debt issuance costs							$ 221,000	$ 583,000	897,000	1,312,000
Unamortized debt issuance costs	$ 3,508,000						3,508,000		3,508,000		$ 4,424,000
Repayments of convertible debt									87,840,000	0
Exchangeable notes, fair value	$ 25,227,000						25,227,000		25,227,000
Payments for note hedge transactions		$ 433,000			$ 28,676,000
Sale of note hedge warrants		987,000				$ 250,000
Loss on sale of exchangeable senior note hedges		245,000							245,000	0
Payments for repurchases of warrants									552,000	0
Gain on repurchases of warrants		105,000							105,000	0
Debt issuance costs incurred							$ 906,000	2,814,000	$ 906,000	3,079,000
Class A Common Stock
Debt Instrument [Line Items]
Warrants outstanding ( in shares) \| shares					3,376,391
Warrants sold in connection with the issuance of the exchangeable notes (in USD per share) \| $ / shares					$ 62.88
Proceeds from issuance of warrants					$ 14,669,000
1% 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%		1.00%
Proceeds from sale of exchangeable senior note hedges				$ 132,762,000
Amortization of debt issuance costs							$ 61,000	$ 241,000	$ 420,000	$ 701,000
Unamortized debt issuance costs	$ 154,000						154,000		154,000		1,501,000
Debt aggregate repurchase amount		90,777,000										$ 21,000,000
Repayments of convertible debt		87,391,000
Debt interest, repurchase amount		386,000
Debt issuance costs written off							926,000		926,000
Gain on retirement of debt		$ 2,397,000
Long-term debt	26,223,000						26,223,000		26,223,000		117,000,000
Payments for repurchases of warrants						$ 119,000
Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Long-term debt	$ 351,400,000						$ 351,400,000		$ 351,400,000		$ 272,505,000
Commitment Fee									0.30%
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)	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 \| Minimum \| 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 \| Minimum \| SOFR plus 1%
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 \| Maximum \| One, Two, Three or Six-month SOFR
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 \| Maximum \| 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 \| 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	3.5		3.0				3.5		3.5
Debt covenant, maximum total leverage ratio	3.6		5.0				3.6		3.6
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 \| 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%
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%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - New Accounting Pronouncements and Changes in Accounting Principles (Details) - USD ($)
$ in Thousands

9 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Cash flows from operating activities:

Settlement obligations

$ 0

Net cash provided by operating activities

33,266

26,370

Cash flows from financing activities:

Net (payments for) proceeds from settlement obligations

^[1]

(3,518)

3,253

Net cash (used in) provided by financing activities

(15,215)

85,482

As Previously Reported

Cash flows from operating activities:

Settlement obligations

(3,518)

3,253

Net cash provided by operating activities

29,748

29,623

Cash flows from financing activities:

Net (payments for) proceeds from settlement obligations

Net cash (used in) provided by financing activities

(11,697)

82,229

Adjustment

Cash flows from operating activities:

Settlement obligations

3,518

(3,253)

Net cash provided by operating activities

3,518

(3,253)

Cash flows from financing activities:

Net (payments for) proceeds from settlement obligations

(3,518)

3,253

Net cash (used in) provided by financing activities

$ (3,518)

$ 3,253

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

NON-CONTROLLING INTEREST (Tables)

9 Months Ended

Jun. 30, 2024

Noncontrolling Interest [Abstract]

Schedule of Ownership Interest

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


	Nine Months Ended June 30,
	2024		2023
Net income (loss) attributable to non-controlling interest	$	1,155	$	(742)
Transfers (from) to non-controlling interests:
Distributions to non-controlling interest holders	(839)		—
Redemption of common units in i3 Verticals, LLC	(576)		(86)
Allocation of equity to non-controlling interests	4,960		2,033
Net transfers to non-controlling interests	3,545		1,947
Change from net income attributable to non-controlling interests and net transfers to non-controlling interests	$	4,700	$	1,205

EARNINGS PER SHARE - Discontinuing Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Basic net income per share:
Net income	$ 5,548	$ 4,840	$ 16,950	$ 16,342
Less: Net income attributable to non-controlling interest	$ 1,663	$ 1,469	$ 5,099	$ 4,960
Weighted average shares of Class A common stock outstanding - basic (in shares)	23,420,811	23,179,638	23,339,598	23,104,212
Basic net income per share (in USD per share)	$ 0.17	$ 0.15	$ 0.51	$ 0.49
Diluted net income per share:
Weighted average shares of Class A common stock outstanding - basic (in shares)	23,420,811	23,179,638	23,339,598	23,104,212
Diluted (in USD per share)	$ 0.15	$ 0.13	$ 0.46	$ 0.44
Discontinued Operations
Diluted net income per share:
Weighted average shares of Class A common stock outstanding - diluted (in shares)	33,707,331	33,845,584	33,781,826	33,956,879
Class A Common Stock
Basic net income per share:
Net income	$ 5,548	$ 4,840	$ 16,950	$ 16,342
Less: Net income attributable to non-controlling interest	1,663	1,469	5,099	4,960
Net income attributable to Class A common stockholders	$ 3,885	$ 3,371	$ 11,851	$ 11,382
Weighted average shares of Class A common stock outstanding - basic (in shares)	23,420,811	23,179,638	23,339,598	23,104,212
Basic net income per share (in USD per share)	$ 0.17	$ 0.15	$ 0.51	$ 0.49
Diluted net income per share:
Net income attributable to Class A common stockholders	$ 3,885	$ 3,371	$ 11,851	$ 11,382
Reallocation of net loss assuming conversion of common units	1,256	1,103	3,852	3,724
Net income attributable to Class A common stockholders - diluted	$ 5,141	$ 4,474	$ 15,703	$ 15,106
Weighted average shares of Class A common stock outstanding - basic (in shares)	23,420,811	23,179,638	23,339,598	23,104,212
Weighted average effect of dilutive securities (in shares)	10,286,520	10,665,946	10,442,228	10,852,667
Weighted average shares of Class A common stock outstanding - diluted (in shares)	23,420,811	23,179,638	23,339,598	23,104,212
Diluted (in USD per share)	$ 0.15	$ 0.13	$ 0.46	$ 0.44
Class A Common Stock \| Discontinued Operations
Diluted net income per share:
Weighted average shares of Class A common stock outstanding - diluted (in shares)	33,707,331	33,845,584	33,781,826	33,956,879

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 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

EARNINGS PER SHARE - Basic And Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2024	Jun. 30, 2023
Numerator
Net loss	$ (8,298)	$ 3,348	$ 1,536	$ (6,078)	$ (192)	$ 169	$ (3,414)	$ (6,101)
Less: Net loss attributable to non-controlling interest	(753)			(923)			1,155	(742)
Net loss attributable to i3 Verticals, Inc.	$ (7,545)			$ (5,155)			$ (4,569)	$ (5,359)
Denominator
Weighted average shares of Class A common stock outstanding - basic (in shares)	23,420,811			23,179,638			23,339,598	23,104,212
Basic net loss per share (in USD per share)	$ (0.32)			$ (0.22)			$ (0.20)	$ (0.23)
Diluted et loss per share (in USD per share)	$ (0.32)			$ (0.22)			$ (0.20)	$ (0.23)
Class A Common Stock
Numerator
Net loss	$ (8,298)			$ (6,078)			$ (3,414)	$ (6,101)
Less: Net loss attributable to non-controlling interest	(753)			(923)			1,155	(742)
Net loss attributable to i3 Verticals, Inc.	$ (7,545)			$ (5,155)			$ (4,569)	$ (5,359)
Denominator
Weighted average shares of Class A common stock outstanding - basic (in shares)	23,420,811			23,179,638			23,339,598	23,104,212
Weighted average shares of Class A common stock outstanding, diluted (in shares)	23,420,811			23,179,638			23,339,598	23,104,212

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue	$ 56,037	$ 57,260	$ 169,059	$ 168,138
Operating expenses
Other costs of services	4,722	3,944	13,540	11,272
Selling, general and administrative	45,033	45,045	131,548	132,510
Depreciation and amortization	6,969	6,665	21,216	19,289
Change in fair value of contingent consideration	(18)	6,183	(545)	9,891
Total operating expenses	56,706	61,837	165,759	172,962
(Loss) income from operations	(669)	(4,577)	3,300	(4,824)
Other expenses (income)
Interest expense, net	7,906	6,725	22,307	18,414
Other income	0	(92)	(2,150)	(295)
Total other expenses	7,906	6,633	20,157	18,119
Loss before income taxes	(8,575)	(11,210)	(16,857)	(22,943)
Provision for (benefit from) income taxes	5,271	(292)	3,507	(500)
Net loss from continuing operations	(13,846)	(10,918)	(20,364)	(22,443)
Net income from discontinued operations, net of income taxes	5,548	4,840	16,950	16,342
Net loss	(8,298)	(6,078)	(3,414)	(6,101)
Net loss from continuing operations attributable to non-controlling interest	(2,416)	(2,392)	(3,944)	(5,702)
Net income from discontinued operations attributable to non-controlling interest	1,663	1,469	5,099	4,960
Net (loss) income attributable to non-controlling interest	(753)	(923)	1,155	(742)
Net loss from continuing operations attributable to i3 Verticals, Inc.	(11,430)	(8,526)	(16,420)	(16,741)
Net income from discontinued operations attributable to i3 Verticals, Inc.	3,885	3,371	11,851	11,382
Net loss attributable to i3 Verticals, Inc.	$ (7,545)	$ (5,155)	$ (4,569)	$ (5,359)
Net loss per share attributable to Class A common stockholders from continuing operations:
Basic (in USD per share)	$ (0.49)	$ (0.37)	$ (0.70)	$ (0.72)
Diluted (in USD per share)	(0.49)	(0.37)	(0.70)	(0.72)
Net income per share attributable to Class A common stockholders from discontinued operations:
Basic (in USD per share)	0.17	0.15	0.51	0.49
Diluted (in USD per share)	0.15	0.13	0.46	0.44
Net loss per share attributable to Class A common stockholders:
Basic (in USD per share)	(0.32)	(0.22)	(0.20)	(0.23)
Diluted (in USD per share)	$ (0.32)	$ (0.22)	$ (0.20)	$ (0.23)
Weighted average shares of Class A common stock outstanding:
Basic (in shares)	23,420,811	23,179,638	23,339,598	23,104,212
Continuing Operations
Weighted average shares of Class A common stock outstanding:
Diluted (in shares)	23,420,811	23,179,638	23,339,598	23,104,212
Discontinued Operations
Weighted average shares of Class A common stock outstanding:
Diluted (in shares)	33,707,331	33,845,584	33,781,826	33,956,879

DISCONTINUED OPERATIONS - Income (Loss) From Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating expenses
Net income from discontinued operations attributable to non-controlling interest	$ 1,663	$ 1,469	$ 5,099	$ 4,960
Net income from discontinued operations attributable to i3 Verticals, Inc.	3,885	3,371	11,851	11,382
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	38,383	36,671	111,893	105,694
Operating expenses
Other costs of services	18,116	16,588	50,902	48,259
Selling, general and administrative	10,305	10,381	31,484	31,123
Depreciation and amortization	3,088	2,493	8,649	7,560
Change in fair value of contingent consideration	0	0	0	14
Total operating expenses	31,509	29,462	91,035	86,956
Income from operations	6,874	7,209	20,858	18,738
Interest expense, net	0	0	56	0
Pretax income from discontinued operations	6,874	7,209	20,802	18,738
Provision for income taxes	1,326	2,369	3,852	2,396
Net income from discontinued operations, net of income taxes	5,548	4,840	16,950	16,342
Net income from discontinued operations attributable to non-controlling interest	1,663	1,469	5,099	4,960
Net income from discontinued operations attributable to i3 Verticals, Inc.	$ 3,885	$ 3,371	$ 11,851	$ 11,382

LEASES - Maturities of Lease Liabilities (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Leases [Abstract]
2024 (three months remaining)	$ 1,057
2025	4,001
2026	3,304
2027	1,378
2028	601
Thereafter	1,212
Total future minimum lease payments (undiscounted)	11,553
Less: present value discount	(1,127)
Present value of lease liability	10,426
Short-term leases	$ 5

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Prepaid Expenses And Other Current Assests [Line Items]
Inventory	$ 2,254	$ 2,038
Prepaid licenses	2,897	3,107
Prepaid insurance	469	682
Notes receivable — current portion	195	4
Other current assets	5,464	3,681
Prepaid expenses and other current assets	11,279	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	$ 2,510	$ 2,937

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Contract with customer, Liability [Roll Forward]
Deferred revenue, beginning	$ 35,645	$ 37,460	$ 32,985	$ 31,135	$ 34,923	$ 29,228
Deferral of revenue	9,587	11,005	19,156	7,622	9,418	18,649
Recognition of unearned revenue	(14,850)	(12,820)	(14,681)	(14,283)	(13,206)	(12,954)
Deferred revenue, ending	$ 30,382	$ 35,645	$ 37,460	$ 24,474	$ 31,135	$ 34,923

NON-CONTROLLING INTEREST - Ownership Interest (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Noncontrolling Interest [Abstract]
Net income (loss) attributable to non-controlling interest	$ (753)	$ (923)	$ 1,155	$ (742)
Distributions to non-controlling interest holders	$ (839)		(839)	0
Redemption of common units in i3 Verticals, LLC			(576)	(86)
Allocation of equity to non-controlling interests			4,960	2,033
Net transfers to non-controlling interests			3,545	1,947
Change from net income attributable to non-controlling interests and net transfers to non-controlling interests			$ 4,700	$ 1,205

- Definition

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

+ References

+ Details