i3 Verticals Files 2024 10-K

TL;DR

i3 Verticals filed its 2024 10-K. Check financials for FY ending 9/30/24.

AI Summary

i3 Verticals, Inc. filed its 10-K for the fiscal year ending September 30, 2024, reporting on its business operations. The company, headquartered in Nashville, TN, is involved in business services. The filing covers the period from October 1, 2023, to September 30, 2024, and includes financial data for the fiscal years 2024, 2023, and 2022.

Why It Matters

This filing provides a comprehensive overview of i3 Verticals' financial performance and business activities for the past fiscal year, crucial for investors and stakeholders to assess the company's health and future prospects.

Risk Assessment

Risk Level: medium — The provided text is a standard 10-K filing header and does not contain specific risk factors or financial performance details that would indicate a high or low risk level.

Key Numbers

• 2024 — Fiscal Year End (The report covers the fiscal year ending September 30, 2024.)
• 2023 — Previous Fiscal Year End (Financial data for the prior fiscal year is included for comparison.)
• 2022 — Prior Fiscal Year End (Financial data for the year before the previous fiscal year is included.)

Key Players & Entities

• i3 Verticals, Inc. (company) — Filer of the 10-K
• 2024-09-30 (date) — Conformed period of report
• 2024-11-25 (date) — Filed as of date
• Nashville, TN (location) — Company business address
• 7389 (number) — Standard Industrial Classification code

FAQ

Key Financial Figures

• $0.0001 — which registered Class A Common Stock, $0.0001 Par Value IIIV Nasdaq Global Select Mar
• $438 million — gregate purchase price of approximately $438 million (after giving effect to estimated net w

Filing Documents

• iiiv-20240930.htm (10-K) — 2652KB
• i310k2024exhibit107.htm (EX-10.7) — 61KB
• i310k2024exhibit1017.htm (EX-10.17) — 60KB
• i310k2024exhibit191.htm (EX-19.1) — 70KB
• i310k2024exhibit211.htm (EX-21.1) — 21KB
• i310k2024exhibit231.htm (EX-23.1) — 3KB
• i310k2024exhibit311.htm (EX-31.1) — 12KB
• i310k2024exhibit312.htm (EX-31.2) — 12KB
• i310k2024exhibit321.htm (EX-32.1) — 6KB
• i310k2024exhibit322.htm (EX-32.2) — 6KB
• iiiv-20240930_g1.jpg (GRAPHIC) — 123KB
• 0001728688-24-000102.txt ( ) — 15500KB
• iiiv-20240930.xsd (EX-101.SCH) — 85KB
• iiiv-20240930_cal.xml (EX-101.CAL) — 188KB
• iiiv-20240930_def.xml (EX-101.DEF) — 612KB
• iiiv-20240930_lab.xml (EX-101.LAB) — 1081KB
• iiiv-20240930_pre.xml (EX-101.PRE) — 884KB
• iiiv-20240930_htm.xml (XML) — 2526KB

Risk Factors

Item 1A. Risk Factors 21

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 51

Cybersecurity

Item 1C. Cybersecurity 51

Properties

Item 2. Properties 53

Legal Proceedings

Item 3. Legal Proceedings 53

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 53 PART II.

Market Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 54

Reserved

Item 6. Reserved 56

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 56

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 74

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 75

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 135

Controls and Procedures

Item 9A. Controls and Procedures 135

Other Information

Item 9B. Other Information 137

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 137 PART III.

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 138

Executive Compensation

Item 11. Executive Compensation 138

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 138

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 138

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 139 PART IV.

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 140

Form 10-K Summary

Item 16. Form 10-K Summary 140

SIGNATURES

SIGNATURES 3 NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements" within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this report may be forward-looking statements. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "pro forma," "continues," "anticipates," "expects," "seeks," "projects," "intends," "plans," "may," "will," "would" or "should" or, in each case, their negative or other variations or comparable terminology. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These factors include, but are not limited to, the following: our ability to protect our systems and data from continually evolving cybersecurity risks or other technological risks, including the impact of any cybersecurity incidents or security breaches; liability and reputation damage from unauthorized disclosure, destruction or modification of data or disruption of our services; technical, operational and regulatory risks related to our information technology systems and third-party providers' systems; our ability to execute on our strategy and achieve our goals following the completion of the sale of our Merchant Services Business; our ability to successfully manage our intellectual property; the triggering of impairment testing of our fair-valued assets, including goodwill and intangible assets, in the event of a decline in the price of our Class A common stock or otherwise; our ability to generate revenues sufficient to maintain profitability and po

Business

Item 1. Business Our Company i3 Verticals builds, acquires and grows software solutions in the Public Sector and Healthcare vertical markets. Our broad array of enterprise solutions deeply integrate within customers' operations, which leads to long-term partnerships. Since our founding in 2012, we have compounded cash flow through a combination of organic growth and acquisitions. Our cash flow generation and strong recurring revenue model has positioned us with an ideal financial structure to capitalize on strategic growth opportunities for years to come. Sale of Merchant Services Business On September 20, 2024, i3 Verticals, LLC, and i3 Holdings Sub, Inc., a wholly-owned subsidiary of i3 Verticals, LLC ("Corporation Seller," and collectively with i3 Verticals, LLC, the "Sellers") completed the transactions (such closing, the "Closing") contemplated by that certain Securities Purchase Agreement dated as of June 26, 2024 (the "Purchase Agreement"), by and among i3 Verticals, LLC, Corporation Seller, the Company (solely for the purpose of providing a guaranty of the obligations of Sellers as set forth in the Purchase Agreement), Payroc Buyer, LLC ("Buyer"), and Payroc WorldAccess, LLC (solely for the purpose of providing a guaranty of the obligations of Buyer as set forth in the Purchase Agreement), the entry into which Purchase Agreement was previously disclosed in a Current Report on Form 8-K filed by the Company on June 26, 2024. Pursuant to the terms of the Purchase Agreement, the Sellers sold to Buyer the equity interests of certain direct and indirect wholly-owned subsidiaries of Sellers (the "Acquired Entities") primarily comprising the Company's merchant services business, including its associated proprietary technology (the "Merchant Services Business"), after giving effect to the contribution of certain assets and the assignment of certain liabilities associated with the Merchant Services Business from i3 Verticals, LLC and certain affiliates to the Acqu

View Full Filing

View this 10-K filing on SEC EDGAR