Cover
Cover - USD ($) $ in Thousands | 6 Months Ended | ||
Mar. 31, 2020 | May 11, 2020 | Sep. 30, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-Q | ||
Document Quarterly Report | true | ||
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., Suite 415 | ||
Entity Address, City or Town | Nashville | ||
Entity Address, State or Province | TN | ||
Entity Address, Postal Zip Code | 37215 | ||
Local Phone Number | 465-4497 | ||
City Area Code | 615 | ||
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 | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Central Index Key | 0001728688 | ||
Current Fiscal Year End Date | --09-30 | ||
Document Period End Date | Mar. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | Q2 | ||
Amendment Flag | false | ||
Entity Ex Transition Period | false | ||
Deferred tax asset | $ 35,334 | $ 28,138 | |
Long-term tax receivable agreement obligations | $ 25,773 | $ 23,204 | |
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 15,048,918 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 12,401,621 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Sep. 30, 2019 |
Current assets | ||
Cash and cash equivalents | $ 1,591 | $ 1,119 |
Accounts receivable, net | 13,515 | 15,335 |
Prepaid expenses and other current assets | 4,662 | 4,117 |
Total current assets | 19,768 | 20,571 |
Property and equipment, net | 5,035 | 5,026 |
Restricted cash | 1,581 | 2,081 |
Capitalized software, net | 14,472 | 15,454 |
Goodwill | 167,054 | 168,284 |
Intangible assets, net | 102,837 | 107,419 |
Deferred tax asset | 35,334 | 28,138 |
Other assets | 5,101 | 2,329 |
Total assets | 351,182 | 349,302 |
Current liabilities | ||
Accounts payable | 3,520 | 3,438 |
Accrued expenses and other current liabilities | 17,884 | 21,560 |
Deferred revenue | 9,613 | 10,237 |
Total current liabilities | 31,017 | 35,235 |
Long-term debt, less current portion and debt issuance costs, net | 123,226 | 139,298 |
Long-term tax receivable agreement obligations | 25,773 | 23,204 |
Other long-term liabilities | 4,385 | 9,124 |
Total liabilities | 184,401 | 206,861 |
Commitments and contingencies (see Note 9) | ||
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2020 and September 30, 2019 | 0 | 0 |
Additional paid-in-capital | 104,122 | 82,380 |
Accumulated (deficit) earnings | (1,016) | (2,309) |
Total stockholders' equity | 103,108 | 80,073 |
Non-controlling interest | 63,673 | 62,368 |
Total equity | 166,781 | 142,441 |
Total liabilities and stockholders' equity | 351,182 | 349,302 |
Class A Common Stock | ||
Current liabilities | ||
Common stock | 1 | 1 |
Class B Common Stock | ||
Current liabilities | ||
Common stock | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Unaudited) Parenthetical - $ / shares | Mar. 31, 2020 | Sep. 30, 2019 |
Preferred Stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock authorized (shares) | 10,000,000 | 10,000,000 |
Preferred Stock issued (shares) | 0 | 0 |
Preferred Stock outstanding (shares) | 0 | 0 |
Class A Common Stock | ||
Common Stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common Stock authorized (shares) | 150,000,000 | 150,000,000 |
Common Stock issued (shares) | 15,038,918 | 14,444,115 |
Common Stock, outstanding (shares) | 15,038,918 | 14,444,115 |
Class B Common Stock | ||
Common Stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common Stock authorized (shares) | 40,000,000 | 40,000,000 |
Common Stock issued (shares) | 12,411,621 | 12,921,637 |
Common Stock, outstanding (shares) | 12,411,621 | 12,921,637 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |||
Income Statement [Abstract] | ||||||
Revenue | $ 39,178 | $ 85,394 | $ 80,289 | $ 170,262 | ||
Operating expenses | ||||||
Interchange and network fees | 0 | 54,685 | [1] | 0 | 110,514 | [1] |
Other costs of services | 11,955 | 10,193 | 24,873 | 19,983 | ||
Selling general and administrative | 20,786 | 14,319 | 40,073 | 26,835 | ||
Depreciation and amortization | 4,538 | 3,898 | 9,193 | 7,450 | ||
Change in fair value of contingent consideration | (142) | 2,502 | 12 | 2,153 | ||
Total operating expenses | 37,137 | 85,597 | 74,151 | 166,935 | ||
Income (loss) from operations | 2,041 | (203) | 6,138 | 3,327 | ||
Interest expense, net | 2,184 | 1,155 | 4,198 | 2,069 | ||
(Loss) income before income taxes | (143) | (1,358) | 1,940 | 1,258 | ||
(Benefit from) provision for income taxes | (2,062) | (136) | (1,913) | 129 | ||
Net income (loss) | 1,919 | (1,222) | 3,853 | 1,129 | ||
Net income (loss) attributable to non-controlling interest | 1,182 | (120) | 3,265 | 2,053 | ||
Net income (loss) attributable to i3 Verticals, Inc. | $ 737 | $ (1,102) | $ 588 | $ (924) | ||
Net income (loss) per share attributable to Class A common stockholders: | ||||||
Basic (in USD per share) | $ 0.05 | $ (0.12) | $ 0.04 | $ (0.10) | ||
Basic and dilutive net loss per share (in USD per share) | $ 0.05 | $ (0.12) | $ 0.04 | $ (0.10) | ||
Weighted average shares of Class A common stock outstanding: | ||||||
Basic (shares) | 14,456,970 | 8,887,050 | 14,344,768 | 8,849,431 | ||
Diluted (shares) | 16,106,757 | 8,887,050 | 15,778,077 | 8,849,431 | ||
[1] | Effective October 1, 2019, the Company's revenues are presented net of interchange and network fees in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers . See Note 2 to our condensed consolidated financial statements for a description of the recently adopted accounting pronouncement. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Class A | Class B | Common StockClass A | Common StockClass B | Additional Paid-in Capital | Retained Earnings | Noncontrolling Interest |
Stockholders' Equity, beginning at Sep. 30, 2018 | $ 112,198 | $ 1 | $ 2 | $ 38,562 | $ 736 | $ 72,897 | ||
Common Stock, Shares, Outstanding, beginning at Sep. 30, 2018 | 9,112,042 | 17,213,806 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity based compensation recognized | 951 | 951 | ||||||
Forfeitures of restricted Class A common stock (shares) | 4,010 | |||||||
Net loss attributable to non-controlling interests | 2,173 | |||||||
Net loss (income) | 2,351 | |||||||
Net income (loss) attributable to i3 Verticals, Inc. | 178 | |||||||
Distributions to Non-controlling Interest Holders | (934) | (934) | ||||||
Common Stock, Shares, Outstanding, ending at Dec. 31, 2018 | 9,108,032 | 17,213,806 | ||||||
Stockholders' Equity, ending at Dec. 31, 2018 | 114,566 | $ 1 | $ 2 | 39,513 | 914 | 74,136 | ||
Stockholders' Equity, beginning at Sep. 30, 2018 | 112,198 | $ 1 | $ 2 | 38,562 | 736 | 72,897 | ||
Common Stock, Shares, Outstanding, beginning at Sep. 30, 2018 | 9,112,042 | 17,213,806 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss attributable to non-controlling interests | (2,053) | $ (2,053) | ||||||
Net loss (income) | 1,129 | 1,129 | ||||||
Net income (loss) attributable to i3 Verticals, Inc. | (924) | (924) | ||||||
Common Stock, Shares, Outstanding, ending at Mar. 31, 2019 | 9,192,030 | 17,112,164 | ||||||
Stockholders' Equity, ending at Mar. 31, 2019 | 114,735 | $ 1 | $ 2 | 41,284 | (188) | 73,636 | ||
Stockholders' Equity, beginning at Dec. 31, 2018 | 114,566 | $ 1 | $ 2 | 39,513 | 914 | 74,136 | ||
Common Stock, Shares, Outstanding, beginning at Dec. 31, 2018 | 9,108,032 | 17,213,806 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity based compensation recognized | 1,363 | 1,363 | ||||||
Forfeitures of restricted Class A common stock (shares) | 17,644 | |||||||
Net loss attributable to non-controlling interests | 120 | 120 | (120) | |||||
Net loss (income) | (1,222) | (1,222) | ||||||
Net income (loss) attributable to i3 Verticals, Inc. | (1,102) | $ (1,102) | (1,102) | |||||
Distributions to Non-controlling Interest Holders | (89) | (89) | ||||||
Redemption of common units in i3 Verticals, LLC (shares) | 101,642 | (101,642) | ||||||
Redemption of common units in i3 Verticals, LLC | 291 | (291) | ||||||
Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis | 117 | 117 | ||||||
Common Stock, Shares, Outstanding, ending at Mar. 31, 2019 | 9,192,030 | 17,112,164 | ||||||
Stockholders' Equity, ending at Mar. 31, 2019 | 114,735 | $ 1 | $ 2 | 41,284 | (188) | 73,636 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 1,345 | 705 | 640 | |||||
Stockholders' Equity, beginning at Sep. 30, 2019 | 142,441 | $ 1 | $ 1 | 82,380 | (2,309) | 62,368 | ||
Common Stock, Shares, Outstanding, beginning at Sep. 30, 2019 | 14,444,115 | 12,921,637 | 14,444,115 | 12,921,637 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity based compensation recognized | 2,124 | 2,124 | ||||||
Net loss attributable to non-controlling interests | 2,083 | |||||||
Net loss (income) | 1,934 | |||||||
Net income (loss) attributable to i3 Verticals, Inc. | (149) | |||||||
Common Stock, Shares, Outstanding, ending at Dec. 31, 2019 | 14,497,777 | 12,921,637 | ||||||
Stockholders' Equity, ending at Dec. 31, 2019 | 148,195 | $ 1 | $ 1 | 84,855 | (1,753) | 65,091 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercised (shares) | 53,662 | |||||||
Stock Issued During Period, Value, Stock Options Exercised | 351 | 351 | ||||||
Stockholders' Equity, beginning at Sep. 30, 2019 | 142,441 | $ 1 | $ 1 | 82,380 | (2,309) | 62,368 | ||
Common Stock, Shares, Outstanding, beginning at Sep. 30, 2019 | 14,444,115 | 12,921,637 | 14,444,115 | 12,921,637 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss attributable to non-controlling interests | (3,265) | $ (3,265) | ||||||
Net loss (income) | 3,853 | 3,853 | ||||||
Net income (loss) attributable to i3 Verticals, Inc. | 588 | $ 588 | ||||||
Purchases of exchangeable note hedges | (28,676) | (28,676) | ||||||
Common Stock, Shares, Outstanding, ending at Mar. 31, 2020 | 15,038,918 | 12,411,621 | 15,038,918 | 12,411,621 | ||||
Stockholders' Equity, ending at Mar. 31, 2020 | $ 166,781 | $ 1 | $ 1 | 104,122 | (1,016) | 63,673 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercised (shares) | 166,709 | |||||||
Stockholders' Equity, beginning at Dec. 31, 2019 | $ 148,195 | $ 1 | $ 1 | 84,855 | (1,753) | 65,091 | ||
Common Stock, Shares, Outstanding, beginning at Dec. 31, 2019 | 14,497,777 | 12,921,637 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity based compensation recognized | 2,510 | 2,510 | ||||||
Forfeitures of restricted Class A common stock (shares) | 0 | |||||||
Net loss attributable to non-controlling interests | (1,182) | $ (1,182) | 1,182 | |||||
Net loss (income) | 1,919 | 1,919 | ||||||
Net income (loss) attributable to i3 Verticals, Inc. | 737 | $ 737 | 737 | |||||
Distributions to Non-controlling Interest Holders | (3) | (3) | ||||||
Redemption of common units in i3 Verticals, LLC (shares) | 510,016 | (510,016) | ||||||
Redemption of common units in i3 Verticals, LLC | 2,597 | (2,597) | ||||||
Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis | 596 | 596 | ||||||
Equity component of exchangeable notes, net of issuance costs and deferred taxes | 27,569 | 27,569 | ||||||
Common Stock, Shares, Outstanding, ending at Mar. 31, 2020 | 15,038,918 | 12,411,621 | 15,038,918 | 12,411,621 | ||||
Stockholders' Equity, ending at Mar. 31, 2020 | 166,781 | $ 1 | $ 1 | 104,122 | $ (1,016) | $ 63,673 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercised (shares) | 31,125 | |||||||
Stock Issued During Period, Value, Stock Options Exercised | 2 | 2 | ||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 14,669 | $ 14,669 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss (income) | $ 3,853 | $ 1,129 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 9,193 | 7,450 |
Equity-based compensation | 4,634 | 2,314 |
Provision for doubtful accounts | 64 | 58 |
Amortization of debt discount and issuance costs | 838 | 465 |
Write off of unamortized debt issuance costs | 141 | 0 |
Amortization of capitalized client acquisition costs | 184 | 0 |
Loss on disposal of assets | 0 | 8 |
(Benefit from) provision for deferred income taxes | (2,668) | 0 |
Increase in non-cash contingent consideration expense from original estimate | 12 | 2,153 |
Changes in operating assets: | ||
Accounts receivable | 2,087 | 2,808 |
Prepaid expenses and other current assets | (617) | (584) |
Other assets | (1,308) | (1,259) |
Changes in operating liabilities: | ||
Accounts payable | (110) | (755) |
Accrued expenses and other current liabilities | (2,464) | 852 |
Deferred revenue | (572) | (1,612) |
Other long-term liabilities | (65) | (43) |
Contingent consideration paid in excess of original estimates | (4,355) | (1,560) |
Net cash provided by operating activities | 8,847 | 11,424 |
Cash flows from investing activities: | ||
Expenditures for property and equipment | (923) | (312) |
Expenditures for capitalized software | (1,238) | (782) |
Purchases of merchant portfolios and residual buyouts | (1,597) | (2,582) |
Acquisitions of businesses, net of cash acquired | 0 | (41,224) |
Acquisition of other intangibles | (123) | (45) |
Net cash used in investing activities | (3,881) | (44,945) |
Cash flows from financing activities: | ||
Proceeds from revolving credit facility | 80,991 | 52,500 |
Payments of revolving credit facility | (203,135) | (12,000) |
Proceeds from borrowings on exchangeable notes | 138,000 | 0 |
Payments for purchase of exchangeable senior note hedges | (28,676) | 0 |
Proceeds from issuance of warrants | 14,669 | 0 |
Payments of notes payable to banks | 0 | (2,500) |
Payment of debt issuance costs | (5,071) | 0 |
Cash paid for contingent consideration | (2,122) | (2,634) |
Payments for required distributions to members for tax obligations | (3) | (1,023) |
Proceeds from stock option exercises | 474 | 0 |
Payments for employee's tax withholdings from net settled stock option exercises | (121) | 0 |
Net cash (used in) provided by financing activities | (4,994) | 34,343 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (28) | 822 |
Cash, cash equivalents and restricted cash at beginning of period | 3,200 | 1,237 |
Cash, cash equivalents and restricted cash at end of period | 3,172 | 2,059 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 3,281 | 1,557 |
Cash paid for income taxes | $ 262 | $ 1,925 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Cash Flows (Unaudited) Parenthetical - USD ($) $ in Thousands | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 |
Statement of Cash Flows [Abstract] | ||||
Cash and cash equivalents | $ 1,591 | $ 1,119 | $ 1,393 | $ 572 |
Restricted cash | 1,581 | 2,081 | 666 | 665 |
Total cash, cash equivalents, and restricted cash | $ 3,172 | $ 3,200 | $ 2,059 | $ 1,237 |
Organization and Operations
Organization and Operations | 6 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | ORGANIZATION AND OPERATIONS i3 Verticals, Inc. (the “Company”) was formed as a Delaware corporation on January 17, 2018. The Company was formed for the purpose of completing an initial public offering (“IPO”) of its Class A common stock and other related transactions in order to carry on the business of i3 Verticals, LLC and its subsidiaries. i3 Verticals, LLC was founded in 2012 and delivers seamlessly integrated payment and software solutions to small- and medium-sized businesses (“SMBs”) and organizations in strategic vertical markets. The Company’s headquarters are 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. Initial Public Offering On June 25, 2018, the Company completed the IPO of 7,647,500 shares of its Class A common stock at a public offering price of $13.00 per share. The Company received approximately $92.5 million of net proceeds, after deducting underwriting discounts and commissions, which the Company used to purchase newly issued common units from i3 Verticals, LLC (the “Common Units”), and Common Units from a selling Common Unit holder, in each case at a price per Common Unit equal to the price per share paid by the underwriters for shares of the Company's Class A common stock in the IPO. Reorganization Transactions In connection with the IPO, the Company completed the following transactions (the “Reorganization Transactions”): • i3 Verticals, LLC amended and restated its existing limited liability company agreement to, among other things, (1) convert all existing Class A units, common units (including common units issued upon the exercise of existing warrants) and Class P units of ownership interest in i3 Verticals, LLC into either Class A voting common units of i3 Verticals, LLC (such holders of Class A voting common units referred to herein as the “Continuing Equity Owners”) or Class B non-voting common units of i3 Verticals, LLC (such holders of Class B non-voting common units referred to herein as the “Former Equity Owners”), and (2) appoint i3 Verticals, Inc. as the sole managing member of i3 Verticals, LLC upon its acquisition of Common Units in connection with the IPO; • the Company amended and restated its certificate of incorporation to provide for, among other things, Class A common stock and Class B common stock; • i3 Verticals, LLC and the Company consummated a merger among i3 Verticals, LLC, i3 Verticals, Inc. and a newly formed wholly-owned subsidiary of i3 Verticals, Inc. (“MergerSub”) whereby: (1) MergerSub merged with and into i3 Verticals, LLC, with i3 Verticals, LLC as the surviving entity; (2) Class A voting common units converted into newly issued Common Units in i3 Verticals, LLC together with an equal number of shares of Class B common stock of i3 Verticals, Inc., and (3) Class B non-voting common units converted into Class A common stock of i3 Verticals, Inc. based on a conversion ratio that provided an equitable adjustment to reflect the full value of the Class B non-voting common units; and • the Company issued shares of its Class A common stock pursuant to a voluntary private conversion of certain subordinated notes by certain related and unrelated creditors of i3 Verticals, LLC. Following the completion of the IPO and Reorganization Transactions, the Company became a holding company and its principal asset is the Common Units in i3 Verticals, LLC that it owns. i3 Verticals, Inc. operates and controls all of i3 Verticals, LLC's operations and, through i3 Verticals, LLC and its subsidiaries, conducts i3 Verticals, LLC's business. i3 Verticals, Inc. has a minority economic interest in i3 Verticals, LLC. Public Offering On June 10, 2019, the Company completed a secondary public offering (the “June 2019 Secondary Public Offering”) of 5,165,527 shares of its Class A common stock, at a public offering price of $22.75 per share, which included a full exercise of the underwriters' option to purchase 673,764 additional shares of Class A common stock from the Company. The Company received approximately $111,640 of net proceeds, after deducting underwriting discounts and commissions, but before offering expenses. The Company used the net proceeds to purchase (1) 1,000,000 Common Units directly from i3 Verticals, LLC, and (2) 4,165,527 Common Units (including 673,764 Common Units due to the exercise of the underwriters' option to purchase additional shares in full) and an equivalent number of Class B common stock (which shares were then canceled) from certain Continuing Equity Owners, in each case at a price per Common Unit equal to the price per share paid by the underwriters for shares of our Class A common stock in the offering. i3 Verticals, LLC received $20,870 in net proceeds from the sale of Common Units to the Company, which it used to repay outstanding indebtedness. i3 Verticals, Inc. is the sole managing member of i3 Verticals, LLC and as a result, consolidates the financial results of i3 Verticals, LLC and reports a non-controlling interest representing the Common Units of i3 Verticals, LLC held by the Continuing Equity Owners. As the Reorganization Transactions are considered transactions between entities under common control, the financial statements retroactively reflect the accounts of i3 Verticals, LLC for periods prior to the IPO and Reorganization Transactions. The Continuing Equity Owners who own Common Units in i3 Verticals, LLC may redeem at each of their options (subject in certain circumstances to time-based vesting requirements) their Common Units for, at the election of i3 Verticals, LLC, cash or newly-issued shares of the Company's Class A common stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 March 31, 2020 and for the three and six months ended March 31, 2020 and 2019. The results of operations for the three and six months ended March 31, 2020 and 2019 are not necessarily indicative of the operating results for the full year. 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, 2019 and 2018, included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2018. Principles of Consolidation These interim condensed consolidated financial statements include the accounts of the Company and its subsidiary companies. All significant intercompany accounts and transactions have been eliminated in consolidation. Restricted Cash Restricted cash represents funds held-on-deposit with processing banks pursuant to agreements to cover potential merchant losses. It is presented as long-term assets on the accompanying condensed consolidated balance sheets since the related agreements extend beyond the next twelve months. Following the adoption of Accounting Standards Update (“ASU”) No. 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 condensed consolidated statements of cash flows. Inventories Inventories consist of point-of-sale equipment to be sold to clients and are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Inventories were $1,662 and $1,294 at March 31, 2020 and September 30, 2019, respectively, and are included within prepaid expenses and other current assets on the accompanying condensed consolidated balance sheets. Notes Receivable Notes receivable consist of loans made to unrelated entities. Notes receivable were $1,195 and $195 at March 31, 2020 and September 30, 2019, respectively, and are included within other assets on the accompanying condensed consolidated balance sheets. Acquisitions Business acquisitions have been recorded using the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), and, accordingly, the purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair value as of the date of acquisition. When 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. The fair value of deferred revenue is identified using the Adjusted Fulfillment Cost Method. After the purchase price has been allocated, goodwill is recorded to the extent the total consideration paid for the acquisition, including the acquisition date fair value of contingent consideration, if any, exceeds the sum of the fair values of the separately identifiable acquired assets and assumed liabilities. Acquisition costs for business combinations are expensed when incurred and recorded in selling general and administrative expenses in the accompanying condensed consolidated statements of operations. An acquisition not meeting the accounting criteria to be accounted for as a business combination is accounted for as an asset acquisition. An asset acquisition is recorded at its purchase price, inclusive of acquisition costs, which is allocated among the acquired assets and assumed liabilities based upon their relative fair values at the date of acquisition. The operating results of an acquisition are included in the Company’s condensed consolidated statements of operations from the date of such acquisition. No acquisitions were completed during the six months ended March 31, 2020. Revenue Recognition and Deferred Revenue For the six months ended March 31, 2020, revenue is recognized as each performance obligation is satisfied, in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company accrues for rights of refund, processing errors or penalties, or other related allowances based on historical experience. The Company utilized the portfolio approach practical expedient within ASC 606-10-10-4 Revenue from Contracts with Customers—Objectives and the significant financing component practical expedient within ASC 606-10-32-18 Revenue from Contracts with Customers—The Existence of a Significant Financing Component in the Contract in performing the analysis. The Company adopted ASC 606 on October 1, 2019, using the modified retrospective method and applying the standard to all contracts not completed on the date of adoption. Results for the reporting period beginning October 1, 2019 are presented under ASC 606, while prior period amounts continue to be reported in accordance with the Company's historic accounting practices under previous guidance. The majority of the Company's revenue for the six months ended March 31, 2020 and 2019 is derived from volume-based payment processing fees (“discount fees”) and other related fixed transaction or service fees. The remainder is comprised of sales of software licensing subscriptions, ongoing support, and other POS-related solutions the Company provides to its clients directly and through its processing bank relationships. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed or a specified per transaction amount, depending on the card type. The Company frequently enters into agreements with client under which the client engages the Company to provide both payment authorization services and transaction settlement services for all of the cardholder transactions of the client, regardless of which issuing bank and card network to which the transaction relates. The Company’s core performance obligations are to stand ready to provide continuous access to the Company’s payment authorization services and transaction settlement services in order to be able to process as many transactions as its clients require on a daily basis over the contract term. These services are stand ready obligations, as the timing and quantity of transactions to be processed is not determinable. Under a stand-ready obligation, the Company’s performance obligation is defined by each time increment rather than by the underlying activities satisfied over time based on days elapsed. Because the service of standing ready is substantially the same each day and has the same pattern of transfer to the client, the Company has determined that its stand-ready performance obligation comprises a series of distinct days of service. Discount fees are recognized each day based on the volume or transaction count at the time the merchants’ transactions are processed. The Company follows the requirements of ASC 606-10-55 Revenue from Contracts with Customers—Principal versus Agent Considerations , which states that the determination of whether a company should recognize revenue based on the gross amount billed to a client or the net amount retained is a matter of judgment that depends on the facts and circumstances of the arrangement. The determination of gross versus net recognition of revenue requires judgment that depends on whether the Company controls the good or service before it is transferred to the merchant or whether the Company is acting as an agent of a third party. The assessment is provided separately for each performance obligation identified. Under its agreements, the Company incurs interchange and network pass-through charges from the third-party card issuers and card networks, respectively, related to the provision of payment authorization services. The Company has determined that it is acting as an agent with respect to these payment authorization services, based on the following factors: (1) the Company has no discretion over which card issuing bank will be used to process a transaction and is unable to direct the activity of the merchant to another card issuing bank, and (2) interchange and card network rates are pre-established by the card issuers or card networks, and the Company has no latitude in determining these fees. Therefore, revenue allocated to the payment authorization performance obligation is presented net of interchange and card network fees paid to the card issuing banks and card networks, respectively, for the six months ended March 31, 2020, subsequent to the adoption of ASC 606. With regards to the Company's discount fees, generally, where the Company has control over merchant pricing, merchant portability, credit risk and ultimate responsibility for the merchant relationship, revenues are reported at the time of sale equal to the full amount of the discount charged to the merchant, less interchange and network fees. Revenues generated from merchant portfolios where the Company does not have control over merchant pricing, liability for merchant losses or credit risk or rights of portability are reported net of interchange and network fees as well as third-party processing costs directly attributable to processing and bank sponsorship costs. Revenues are also derived from a variety of fixed transaction or service fees, including authorization fees, convenience fees, statement fees, annual fees, gateway fees, which are charged for accessing our payment and software solutions, and fees for other miscellaneous services, such as handling chargebacks. Revenues derived from service fees are recognized at the time the services are performed and there are no further performance obligations. Revenue from fixed transactions, which principally relates to the sale of equipment, is recognized upon transfer of ownership and delivery to the client, after which there are no further performance obligations. Revenues from sales of the Company’s software are recognized when the related performance obligations are satisfied. Sales of software licenses are categorized into one of two categories of intellectual property in accordance with ASC 606, functional or symbolic. The key distinction is whether the license represents a right to use (functional) or a right to access (symbolic) intellectual property. The Company generates sales of one-time software licenses, which is functional intellectual property. Revenue from functional intellectual property is recognized at a point in time, when delivered to the client. The Company also offers access to its software under software-as-a-service (“SaaS”) arrangements, which represent services arrangements. Revenue from SaaS arrangements is recognized over time, over the term of the agreement. Arrangements may contain multiple performance obligations, such as payment authorization services, transaction settlement services, hardware, software products, maintenance, and professional installation and training services. Revenues are allocated to each performance obligation based on the standalone selling price of each good or service. The selling price for a deliverable is based on standalone selling price, if available, the adjusted market assessment approach, estimated cost plus margin approach, or residual approach. The Company establishes estimated selling price, based on the judgment of the Company's management, considering internal factors such as margin objectives, pricing practices and controls, client segment pricing strategies and the product life cycle. In arrangements with multiple performance obligations, the Company determines allocation of the transaction price at inception of the arrangement and uses the standalone selling prices for the majority of our 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 clients by product by segment. Refer to Note 11 for discussion of the Company's segments. The Company's products are defined as follows: • Payments — Includes discount fees, gateway fees and other related fixed transaction or service fees. • Other — Includes sales of software, sales of equipment, professional services and other revenues. For the Three Months Ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Payments revenue $ 20,863 $ 6,050 $ (527) $ 26,386 Other revenue 4,155 8,641 (4) 12,792 Total revenue $ 25,018 $ 14,691 $ (531) $ 39,178 For the Three Months Ended March 31, 2019 Merchant Services Proprietary Software and Payments Other Total Payments revenue $ 70,924 $ 5,808 $ — $ 76,732 Other revenue 5,951 2,711 — 8,662 Total revenue $ 76,875 $ 8,519 $ — $ 85,394 For the Six Months Ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Payments revenue $ 43,316 $ 12,376 $ (935) $ 54,757 Other revenue 9,167 16,371 (6) 25,532 Total revenue $ 52,483 $ 28,747 $ (941) $ 80,289 For the Six Months Ended March 31, 2019 Merchant Services Proprietary Software and Payments Other Total Payments revenue $ 143,461 $ 11,010 $ — $ 154,471 Other revenue 11,116 4,675 — 15,791 Total revenue $ 154,577 $ 15,685 $ — $ 170,262 The tables below present a disaggregation of the Company's revenue from contracts with clients by timing of transfer of goods or services by segment. The Company's revenue included in each category are defined as follows: • Revenue transferred over time — Includes discount fees, gateway fees, sales of SaaS and ongoing support contract revenue. • Revenue transferred at a point in time — Includes fixed service fees, software licenses sold as functional intellectual property, professional services and other equipment. For the Three Months Ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Revenue earned over time $ 18,537 $ 10,434 $ (526) $ 28,445 Revenue earned at a point in time 6,481 4,257 (5) 10,733 Total revenue $ 25,018 $ 14,691 $ (531) $ 39,178 For the Three Months Ended March 31, 2019 Merchant Services Proprietary Software and Payments Other Total Revenue earned over time $ 68,602 $ 7,006 $ — $ 75,608 Revenue earned at a point in time 8,273 1,513 — 9,786 Total revenue $ 76,875 $ 8,519 $ — $ 85,394 For the Six Months Ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Revenue earned over time $ 36,667 $ 20,383 $ (934) $ 56,116 Revenue earned at a point in time 15,816 8,364 (7) 24,173 Total revenue $ 52,483 $ 28,747 $ (941) $ 80,289 For the Six Months Ended March 31, 2019 Merchant Services Proprietary Software and Payments Other Total Revenue earned over time $ 137,550 $ 12,998 $ — $ 150,548 Revenue earned at a point in time 17,027 2,687 — 19,714 Total revenue $ 154,577 $ 15,685 $ — $ 170,262 Contract Liabilities Deferred revenue represents amounts billed to clients by the Company for services contracts. Payment is typically collected at the start of the contract term. The initial prepaid contract agreement balance is deferred. The balance is then recognized as the services are provided over the contract term. Deferred revenue that is expected to be recognized as revenue within one year is recorded as short-term deferred revenue and the remaining portion is recorded as other long-term liabilities in the condensed consolidated balance sheets. The terms for most of our contracts with a deferred revenue component are one year. Substantially all the Company's deferred revenue is anticipated to be recognized within the next year. The following table presents the changes in deferred revenue as of and for the six months ended March 31, 2020: Balance at September 30, 2019 $ 10,237 Deferral of revenue 5,389 Recognition of unearned revenue (5,211) Balance at December 31, 2019 $ 10,415 Deferral of revenue $ 5,004 Recognition of unearned revenue $ (5,753) Balance at March 31, 2020 $ 9,666 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 March 31, 2020, the Company had $2,830, of capitalized contract costs, which relates to commissions paid to obtain new sales, included within "Prepaid expenses and other current assets” and “Other assets" on the condensed consolidated balance sheets. The Company recorded commissions expense related to these costs for the six months ended March 31, 2020 of $184. The Company expenses sales commissions as incurred for the Company's sales commission plans that are paid on recurring monthly revenues, portfolios of existing clients, or have a substantive stay requirement prior to payment. Interchange and Network Fees and Other Cost of Services Interchange and network fees consist primarily of fees that are directly related to discount fee revenue. These include interchange fees paid to issuers and assessment fees payable to card networks, which are a percentage of the processing volume the Company generates from Visa and Mastercard, as well as fees charged by card-issuing banks. As noted above, after adoption of ASC 606 on October 1, 2019, these fees are presented net in discount fee revenue because the Company is acting as an agent in the provision of payment authorization services. Other costs of services include third-party processing costs directly attributable to processing and bank sponsorship costs, which may not be based on a percentage of volume. These costs also include related costs such as residual payments to sales groups, which are based on a percentage of the net revenues generated from merchant referrals. In certain merchant processing bank relationships the Company is liable for chargebacks against a merchant equal to the volume of the transaction. Losses resulting from chargebacks against a merchant are included in other cost of services on the accompanying condensed consolidated statement of operations. The Company evaluates its risk for such transactions and estimates its potential loss from chargebacks based primarily on historical experience and other relevant factors. The reserve for merchant losses is included within accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheets. The cost of equipment sold is also included in other cost of services. Other costs of services are recognized at the time the associated revenue is earned. The Company accounts for all governmental taxes associated with revenue transactions on a net basis. 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 uncertainty surrounding estimates is increased due to the recent development of COVID-19, which is further described in Note 15. There could be material changes to these estimates as a result of COVID-19 developments in future periods. Actual results could differ from those estimates. During the second quarter of fiscal year 2020, the Company has recorded a $2,668 reduction in the valuation allowance on the deferred tax asset related to the Company’s investment in partnership and a corresponding reduction in the Company's income tax expense in the three months ended March 31, 2020. Management has determined an additional portion of the deferred tax asset will be more likely than not realized based off an evaluation of the four sources of taxable income. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The FASB issued updates and clarifications to ASU 2014-09, including ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Gross versus Net) issued in March 2016, ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing issued in April 2016 and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients issued in May 2016. ASU 2014-09 supersedes the revenue recognition requirements in ASC 605. The new standard provides a five-step analysis of transactions to determine when and how revenue is recognized, based upon the core principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also requires additional disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard, as amended, became effective for the Company on October 1, 2019. The amendment allows companies to use either a full retrospective or a modified retrospective approach, through a cumulative adjustment, to adopt this ASU No. 2014-09. The new standard changed the timing of certain revenue and expenses to be recognized under various arrangement types. More judgment and estimates are required when applying the requirements of the new standard than were required under prior GAAP, such as estimating the amount of variable consideration to include in transaction price and estimating expected periods of benefit for certain costs. Through management's review of individual contracts and historical revenue recognition patterns in comparison to the provisions under ASU 2014-09, the Company determined the timing of revenue to be recognized under ASU 2014-09 for each of the Company’s revenue categories, including discount fees, software licensing subscriptions, ongoing support, and other POS-related solutions, is similar to the timing of revenue recognized under the historical guidance under ASC 605. The Company will evaluate, on an ongoing basis, costs to obtain contracts with clients, as well as certain implementation and set-up costs, and, in some cases, may be required to amortize these costs over longer periods than they were historically amortized. Finally, the new standard required additional disclosures regarding revenues and related capitalized contract costs, if any. The Company adopted the new revenue standard using a modified retrospective basis on October 1, 2019. The Company has recorded a $705 cumulative increase to accumulated earnings and a $640 cumulative increase to non-controlling interest as a result of the adoption, due to capitalized costs to obtain contracts with clients being amortized over the expected life of the client rather than the life of the specific contract. The Company determined that the most significant ongoing impact of adopting the new revenue standard was driven by changes in principal versus agent considerations, with the majority of the change overall in total net revenue attributable to reflecting the Company's payment authorization services net of related interchange and network fees prospectively. The Company's interchange and network fees of $54,685 and $110,514 were classified in “Operating Expenses” on the Condensed Consolidated Statement of Operations for the three and six months ended March 31, 2019, respectively. The Company's interchange and network fees of $63,199 and $132,301 were included as a reduction to revenue on the Condensed Consolidated Statement of Operations for the three and six months ended March 31, 2020, respectively. Under the modified retrospective basis, the Company has not restated its comparative unaudited condensed consolidated financial statements for these effects. The adoption of the new revenue standard did not have a material impact on net income. The following table presents the material impacts of adopting ASC 606 on the Company's unaudited condensed consolidated statement of operations for the three months ended March 31, 2020: Three months ended March 31, 2020 As reported Adjustment Presentation without adoption of ASC 606 Revenue $ 39,178 $ 63,199 $ 102,377 Operating expenses Interchange and network fees $ — $ 63,199 $ 63,199 The following table presents the material impacts of adopting ASC 606 on the Company's unaudited condensed consolidated statement of operations for the six months ended March 31, 2020: Six months ended March 31, 2020 As reported Adjustment Presentation without adoption of ASC 606 Revenue $ 80,289 $ 132,301 $ 212,590 Operating expenses Interchange and network fees $ — $ 132,301 $ 132,301 The following table presents the impacts of adoption of ASC 606 on the Company's unaudited condensed consolidated balance sheet as of March 31, 2020: As of March 31, 2020 As reported Adjustment Presentation without adoption of ASC 606 Assets Current assets Prepaid expenses and other current assets $ 4,662 $ 213 $ 4,875 Deferred tax asset $ 35,334 $ 11 $ 35,345 Other assets $ 5,101 $ (1,692) $ 3,409 Liabilities and equity Stockholders' equity Accumulated deficit $ (1,016) $ (774) $ (1,790) Non-controlling interest $ 63,673 $ (694) $ 62,979 The adoption of ASC 606 did not have a material impact on the Company’s unaudited condensed consolidated statement of cash flows for the six months ended March 31, 2020. The Company has expanded its unaudited condensed consolidated financial statement disclosures as required by this new standard. See above for additional disclosures provided as a result of the adoption of ASC 606. Recently Issued Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820) (“ASU 2018-13”). The amendments in ASU No. 2018-13 provide clarification and modify the disclosure requirements on fair value measurement in Topic 820, Fair Value Measurement. The amendments in this ASU No. 2018-13 are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. As a result, the Company will not be required to adopt this ASU No. 2018-13 until October 1, 2021. The Company is currently evaluating the impact of the adoption of this principle on the Company’s condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) (“ASU 2016-13”). The amendments in ASU No. 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The amendments in this ASU No. 2016-13 are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10 (“ASU 2019-10”), which extends the effective date for adoption of ASU 2016-13 for certain entities. As a result of the provisions in ASU No. 2019-10, and as the Company is an emerging growth company and has elected to use the extended transition period of such companies, the Company will not be required to adopt this ASU No. 2016-13 until October 1, 2023. The Company is currently evaluating the impact of the adoption of this principle on the Company’s condensed consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). This ASU No. 2016-02 amends the existing guidance by recognizing all leases, including operating leases, with a term longer than twelve months on the balance sheet and disclosing key information about the lease arrangements. The update requires modified retrospective transition, with the option to initially apply the new standard at the adoption date and recognize a cumulative-effect adjustment and elect various practical expedients. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, which narrows aspects of the guidance issued in the amendments in ASU 2016-02, and ASU 2018-11, Leases—Targeted Improvements (Topic 842), by |
Acquisitions
Acquisitions | 6 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS During the six months ended March 31, 2020, the Company acquired the following intangible assets: Residual Buyouts From time to time, the Company acquires future commission streams from sales agents in exchange for an upfront cash payment. This results in an increase in overall gross processing volume to the Company. The residual buyouts are treated as asset acquisitions, resulting in recording a residual buyout intangible asset at cost on the date of acquisition. These assets are amortized using a method of amortization that reflects the pattern in which the economic benefits of the intangible asset are expected to be utilized over their estimated useful lives. During the six months ended March 31, 2020, the Company purchased $1,597 in residual buyouts using a combination of cash on hand and borrowings on the Company's revolving line of credit. The acquired residual buyout intangible assets have a weighted-average amortization period of eight years. 2019 Business Combinations During the year ended September 30, 2019, the Company completed the acquisitions of unrelated businesses, including Pace Payment Systems, Inc. Certain of the purchase price allocations assigned for these acquisitions were considered preliminary as of September 30, 2019, and are considered preliminary as of March 31, 2020. Purchase of Pace Payment Systems, Inc. On May 31, 2019, i3-Holdings Sub, Inc. acquired all of the stock of Pace Payment Systems, Inc. (“Pace”) via a reverse triangular merger involving Pace and a special acquisition subsidiary of i3-Holdings Sub, Inc. The Company acquired Pace to expand its software offerings, primarily in the public sector and education verticals. The total purchase consideration was $56,053, including $52,492 in cash consideration, funded by proceeds from the Company's revolving credit facility, $3,336 of contingent consideration and $225 of restricted shares of Class A common stock in i3 Verticals. Certain of the purchase price allocations assigned for this acquisition are preliminary. The goodwill associated with the acquisition is not deductible for tax purposes. The acquired merchant relationships intangible asset has an estimated amortization period of fifteen years. The non-compete agreement and trade name have estimated amortization periods of three Acquisition-related costs for Pace amounted to approximately $507 and were expensed as incurred. Certain provisions in the merger agreement provide for additional consideration of up to $20,000 in the aggregate, to be paid based upon achievement of specified financial performance targets, as defined in the purchase agreement, in the 24 months from January 1, 2020 through December 31, 2021. The Company determined the acquisition date fair value of the liability for the contingent consideration based on a discounted cash flow analysis. In each subsequent reporting period, the Company will reassess the current estimates of performance relative to the targets and adjust the contingent liability to its fair value through earnings. See additional disclosures in Note 7. Other 2019 Business Combinations The Company completed the acquisitions of other businesses to expand the Company’s software offerings in the public sector vertical market, provide technology that enhances the Company’s Burton Platform and expand the Company's merchant base. Total purchase consideration was $98,887, including $89,191 in revolving credit facility proceeds and $9,696 of contingent consideration. Certain of the purchase price allocations assigned for these acquisitions are preliminary. For some of these businesses acquired, the goodwill associated with the acquisition is deductible for tax purposes, and for others, the goodwill associated with the acquisition is not deductible for tax purposes. The acquired merchant relationships intangible assets have estimated amortization periods of between thirteen three Acquisition-related costs for these businesses amounted to approximately $1,299 and were expensed as incurred. Certain provisions in the purchase agreements provide for additional consideration of up to $34,900, in the aggregate, to be paid based upon the achievement of specified financial performance targets, as defined in the purchase agreements, through no later than September 2021. The Company determined the acquisition date fair values of the liabilities for the contingent consideration based on probability forecasts and discounted cash flow analyses. In each subsequent reporting period, the Company will reassess its current estimates of performance relative to the targets and adjust the contingent liabilities to their fair values through earnings. See additional disclosures in Note 7. Summary of 2019 Business Combinations The fair values assigned to certain assets and liabilities assumed, as of the acquisition dates, as adjusted for any purchase price allocation adjustments subsequent to September 30, 2019, were as follows: Pace Other Total Cash and cash equivalents $ 108 $ 4,453 $ 4,561 Accounts receivable 545 4,907 5,452 Settlement assets — 18 18 Related party receivable — — — Inventories 45 61 106 Prepaid expenses and other current assets 59 483 542 Property and equipment 527 1,929 2,456 Capitalized software 3,400 9,440 12,840 Acquired merchant relationships 13,400 34,480 47,880 Exclusivity Agreements — — — Non-compete agreements 60 150 210 Trade name 500 1,540 2,040 Goodwill 35,589 47,480 83,069 Other assets 2,622 2 2,624 Total assets acquired 56,855 104,943 161,798 Accounts payable 722 369 1,091 Accrued expenses and other current liabilities 56 2,284 2,340 Settlement obligations — 18 18 Deferred revenue, current 24 2,698 2,722 Other long-term liabilities — 687 687 Net assets acquired $ 56,053 $ 98,887 $ 154,940 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill are as follows: Merchant Services Proprietary Software and Payments Other Total Balance at September 30, 2019 (net of accumulated impairment losses of $11,458, $0 and $0, respectively) $ 108,472 $ 59,812 $ — $ 168,284 Goodwill attributable to acquisition preliminary purchase price adjustments during the six months ended March 31, 2020 (933) (297) — (1,230) Balance at March 31, 2020 $ 107,539 $ 59,515 $ — $ 167,054 Intangible assets consisted of the following as of March 31, 2020: Cost Accumulated Amortization Carrying Value Amortization Life and Method Finite-lived intangible assets: Merchant relationships $ 142,671 $ (48,533) $ 94,138 12 to 20 years – accelerated or straight-line Non-compete agreements 1,720 (768) 952 2 to 5 years – straight-line Website and brand development costs 196 (38) 158 3 to 4 years – straight-line Trade names 4,292 (1,788) 2,504 2 to 7 years – straight-line Residual buyouts 5,794 (1,296) 4,498 2 to 8 years – straight-line Referral and exclusivity agreements 900 (349) 551 5 to 10 years – straight-line Total finite-lived intangible assets 155,573 (52,772) 102,801 Indefinite-lived intangible assets: Trademarks 36 — 36 Total identifiable intangible assets $ 155,609 $ (52,772) $ 102,837 Amortization expense for intangible assets amounted to $3,088 and $6,282 during the three and six months ended March 31, 2020, respectively, and $3,019 and $5,821 during the three and six months ended March 31, 2019, respectively. Based on net carrying amounts at March 31, 2020, the Company's estimate of future amortization expense for intangible assets are presented in the table below for fiscal years ending September 30: 2020 (six months remaining) $ 5,946 2021 10,778 2022 9,633 2023 8,583 2024 7,972 Thereafter 59,889 $ 102,801 |
Long-Term Debt, Net
Long-Term Debt, Net | 6 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt, Net | LONG-TERM DEBT, NET A summary of long-term debt, net as of March 31, 2020 and September 30, 2019 is as follows: March 31, September 30, Maturity 2020 2019 Revolving lines of credit to banks under the Senior Secured Credit Facility May 9, 2024 $ 19,000 $ 141,144 1% Exchangeable Senior Notes due 2025 February 15, 2025 109,904 — Debt issuance costs, net (5,677) (1,846) Total long-term debt, net of issuance costs $ 123,227 $ 139,298 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 $132,721 in net proceeds from the sale of the Exchangeable Notes, as determined by deducting estimated offering expenses paid to third-parties from the aggregate principal amount. The Exchangeable Notes are senior secured notes and are guaranteed solely by the Company. The Exchangeable Notes bear interest at a fixed rate of 1.00% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020. The Exchangeable Notes will mature on February 15, 2025, unless converted or repurchased at an earlier date. i3 Verticals, LLC issued the Exchangeable Notes pursuant to an Indenture, dated as of February 18, 2020 (the “Indenture”), among i3 Verticals, LLC, the Company and U.S. Bank National Association, as trustee. Prior to August 15, 2024, the Exchangeable Notes are exchangeable only upon satisfaction of certain conditions and during certain periods described in the Indenture, and thereafter, the Exchangeable Notes are exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Exchangeable Notes are exchangeable on the terms set forth in the Indenture into cash, shares of Class A common stock, or a combination thereof, at i3 Verticals, LLC’s election. The exchange rate is initially 24.4666 shares of Class A common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $40.87 per share of Class A common stock). The exchange rate is subject to adjustment in certain circumstances. In addition, following certain corporate events that occur prior to the maturity date or i3 Verticals, LLC’s delivery of a notice of redemption, i3 Verticals, LLC will increase, in certain circumstances, the exchange rate for a holder who elects to exchange its Exchangeable Notes in connection with such a corporate event or notice of redemption, as the case may be. If the Company or i3 Verticals, LLC undergoes a fundamental change, holders may require i3 Verticals, LLC to repurchase all or part of their Exchangeable Notes at a repurchase price equal to 100% of the principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date. As of March 31, 2020, none of the conditions permitting the holders of the Exchangeable Notes to early convert have been met. i3 Verticals, LLC may not redeem the Exchangeable Notes prior to February 20, 2023. On or after February 20, 2023, and prior to the 47th scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of Class A common stock has been at least 130% of the exchange price for the Exchangeable Notes for at least 20 trading days (whether or not consecutive), i3 Verticals, LLC may redeem all or any portion of the Exchangeable Notes at a cash redemption price equal to 100% of the principal amount of the Exchangeable Notes to be redeemed plus accrued and unpaid interest on such note to, but not including, the redemption date. The Exchangeable Notes are general senior unsecured obligations of i3 Verticals, LLC and the guarantee is the Company’s senior unsecured obligation and rank senior in right of payment to all of i3 Verticals, LLC’s and the Company’s future indebtedness that is expressly subordinated in right of payment to the Exchangeable Notes or the guarantee, as applicable. The Exchangeable Notes and the guarantee rank equally in right of payment with all of i3 Verticals, LLC’s and the Company’s existing and future unsecured indebtedness that is not so expressly subordinated in the right of payment to the Exchangeable Notes or the guarantee, as applicable. The Exchangeable Notes and the guarantee are effectively subordinated to any of the Companies’ existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness (including obligations under the credit agreement governing the Senior Secured Credit Facility, defined below). The Exchangeable Notes and the guarantee will be structurally subordinated to all indebtedness and other liabilities and obligations (including the debt and trade payables) of the Company’s subsidiaries, other than i3 Verticals, LLC. In accounting for the issuance of the Exchangeable Notes, the Company separated the Exchangeable Notes into liability and equity components. The carrying amount of the liability component before the allocation of any transaction costs was calculated by measuring the fair value of a similar liability that does not have an associated exchangeable feature. The carrying amount of the equity component (before the allocation of any transaction costs), representing the conversion option, which does not require separate accounting as a derivative as it meets a scope exception for certain contracts involving an entity's own equity, was determined by deducting the fair value of the liability component from the par value of the Exchangeable Notes. The difference between the principal amount of the Exchangeable Notes and the liability component represents the debt discount, which is recorded as a direct deduction from the related debt liability in the unaudited condensed consolidated balance sheet and accreted over the period from the date of issuance to the contractual maturity date, resulting in the recognition of non-cash interest expense. The equity component of the Exchangeable Notes of approximately $28,662 is included in additional paid-in capital in the unaudited condensed consolidated balance sheet and is not remeasured as longs as it continues to meet the conditions for equity classification. Transaction costs were allocated to the liability and equity components in the same proportion as the allocation of the proceeds. Transaction costs attributable to the liability component were recorded as debt issuance costs in the condensed consolidated balance sheet and are amortized to interest expense using the effective interest method over the term of the Exchangeable Notes, and transaction costs attributable to the equity component were netted with the equity component in stockholders' equity. The Company incurred third-party issuance costs totaling $5,279, in connection with the issuance of the Exchangeable Notes. The Company capitalized $4,183 of debt issuance costs in connection with the Exchangeable Notes and allocated $1,096 of the third-party issuance costs to equity. Non-cash interest expense, including amortization of debt issuance costs, related to the Exchangeable Notes for the three and six months ended March 31, 2020 was $70. Total unamortized debt issuance costs were $4,113 as of March 31, 2020. The estimated fair value of the Exchangeable Notes was $107,469 as of March 31, 2020. 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 7. 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. 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 $62.8800 per share. The Company offered and sold the Warrants in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Warrants will expire over a period beginning on May 15, 2025. The Warrants are separate transactions, entered into by the Company with the Counterparties, and are not part of the terms of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with respect to the Warrants. The Company received approximately $14,669 from the offering and sale of the Warrants. The Warrants do not require separate accounting as a derivative as they meet a scope exception for certain contracts involving an entity's own equity. The premiums paid for the Warrants have been included as a net increase to additional paid-in capital within stockholders' equity. Senior Secured Credit Facility On May 9, 2019, the Company amended and restated its existing 2017 Senior Secured Credit Facility with a new credit agreement (the “Senior Secured Credit Facility”) by and among i3 Verticals, LLC, as the borrower, the Company and certain subsidiaries of the Company, as guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent for the lenders, as theretofore amended. The Company concluded that the replacement of the 2017 Senior Secured Credit Facility should be accounted for as a debt modification based on the guidance in ASC 470-50. In connection with the replacement of the 2017 Senior Secured Credit Facility, the Company recorded a debt extinguishment charge of $152 for the write-off of deferred financing costs, which was recorded in interest expense in the condensed consolidated statements of operations. On February 18, 2020, the Company entered into the second amendment to the Senior Secured Credit Facility in connection with the offering of the Company's Exchangeable Notes. The second amendment reduced the Company's borrowing capacity under the Senior Secured Credit Facility. During the three and six months ended March 31, 2020, the Company wrote off $141 of unamortized debt issuance costs, which was recorded in interest expense in the condensed consolidated statements of operations, due to the decrease in borrowing capacity. The Senior Secured Credit Facility consists of a $275,000 revolving credit facility, together with an option to increase the revolving credit facility and/or obtain incremental term loans in an additional principal amount of up to $50,000 in the aggregate. The Senior Secured Credit Facility accrues interest at LIBOR (based upon an interest period of one, two, three or six months or, under some circumstances, up to twelve months) plus an applicable margin of 2.25% to 3.25% (2.75% as of March 31, 2020), or the base rate (defined as the highest of (x) the Bank of America prime rate, (y) the federal funds rate plus 0.50% and (z) LIBOR plus 1.00%), plus an applicable margin of 0.25% to 1.25% (0.75% as of March 31, 2020), in each case depending upon the consolidated total leverage ratio, as defined in the agreement. Interest is payable at the end of the selected interest period, but no less frequently than quarterly. Additionally, the Senior Secured Credit Facility requires the Company to pay unused commitment fees of 0.15% to 0.30% (0.25% as of March 31, 2020) on any undrawn amounts under the revolving credit facility and letter of credit fees of up to 3.25% on the maximum amount available to be drawn under each letter of credit issued under the agreement. The maturity date of the Senior Secured Credit Facility is May 9, 2024. The Senior Secured Credit Facility requires maintenance of certain financial ratios on a quarterly basis as follows: (i) a minimum consolidated interest coverage ratio of 3.00 to 1.00, (ii) a maximum total leverage ratio of 5.00 to 1.00, provided, that for each of the four fiscal quarters immediately following a qualified acquisition (each a “Leverage Increase Period”), the required ratio set forth above may be increased by up to 0.25, subject to certain limitations and (iii) a maximum consolidated senior secured leverage ratio of 3.25 to 1.00, provided, that for each Leverage Increase Period, the consolidated senior leverage ratio may be increased by up to 0.25, subject to certain limitations. As of March 31, 2020, the Company was in compliance with these covenants, and there was $256,000 available for borrowing under the revolving credit facility, subject to the financial covenants. The Senior Secured Credit Facility is secured by substantially all assets of the Company. The lenders under the Senior Secured Credit Facility hold senior rights to collateral and principal repayment over all other creditors. The provisions of the Senior Secured Credit Facility place certain restrictions and limitations upon the Company. These include, among others, restrictions on liens, investments, indebtedness, fundamental changes and dispositions, dividends and distributions, changes in the nature of the Company's business, transactions with affiliates and prepayment of other indebtedness; maintenance of certain financial ratios; and certain non-financial covenants pertaining to the activities of the Company during the period covered. The Company was in compliance with such covenants as of March 31, 2020. In addition, the Senior Secured Credit Facility restricts the Company's ability to make dividends or other distributions to the holders of the Company's equity. The Company is permitted to (i) make cash distributions to the holders of the Company's equity in order to pay taxes incurred by owners of equity in i3 Verticals, LLC, by reason of such ownership, (ii) repurchase equity from employees, directors, officers or consultants in an aggregate amount not to exceed $3,000 per year, (iii) make certain payments in connection with the Tax Receivable Agreement, and (iv) make other dividends or distributions in an aggregate amount not to exceed 5% of the net cash proceeds received from any additional common equity issuance. The Company is also permitted to make non-cash dividends in the form of additional equity issuances. Each subsidiary may make ratable distributions to persons that own equity interests in such subsidiary. All other forms of dividends or distributions are prohibited under the Senior Secured Credit Facility. 2017 Senior Secured Credit Facility On October 30, 2017, the Company replaced its existing credit facility with the 2017 Senior Secured Credit Facility (the “2017 Senior Secured Credit Facility”). The 2017 Senior Secured Credit Facility consisted of term loans in the original principal amount of $40,000 and a $110,000 revolving line of credit. The 2017 Senior Secured Credit Facility accrued interest, payable monthly, at the prime rate plus a margin of 0.50% to 2.00% or at the 30-day LIBOR rate plus a margin of 2.75% to 4.00%, in each case depending on the ratio of consolidated debt-to-EBITDA, as defined in the agreement. Additionally, the 2017 Senior Secured Credit Facility required the Company to pay unused commitment fees of 0.15% to 0.30% on any undrawn amounts under the revolving line of credit. The maturity date of the 2017 Senior Secured Credit Facility was October 30, 2022. Principal payments of $1,250 were due on the last day of each calendar quarter until the maturity date, when all outstanding principal and accrued and unpaid interest were due. The 2017 Senior Secured Credit Facility was secured by substantially all assets of the Company. The lenders under the 2017 Senior Secured Credit Facility held senior rights to collateral and principal repayment over all other creditors. As previously mentioned, on May 9, 2019, the Company replaced its existing 2017 Senior Secured Credit Facility with a new credit agreement. Debt issuance costs During the three and six months ended March 31, 2020, the Company capitalized debt issuance costs totaling $4,245, in connection with the issuance of the Exchangeable Notes, the Note Hedge Transactions and the |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2020 | |
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. 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 was a benefit of $2,062 and a benefit of $1,913 for the three and six months ended March 31, 2020, respectively, and a benefit of $136 and an expense of $129 for the three and six months ended March 31, 2019, 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 the rights of the Continuing Equity Owner 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 six months ended March 31, 2020, the Company acquired an aggregate of 510,016 common units of i3 Verticals, LLC in connection with the redemption of common units, which resulted in an increase in the tax basis of our investment in i3 Verticals, LLC subject to the provisions of the Tax Receivable Agreement. As a result of these exchanges, during the six months ended March 31, 2020, the Company recognized an increase to its net deferred tax assets in the amount of $3,086, and corresponding Tax Receivable Agreement liabilities of $2,623, representing 85% of the tax benefits due to the Continuing Equity Owners. The deferred tax asset and corresponding Tax Receivable Agreement liability balances were $30,742 and $25,799, respectively, as of March 31, 2020. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The Company applies the provisions of ASC 820, Fair Value Measurement , which defines fair value, establishes a framework for its measurement and expands disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or the price paid to transfer a liability as of the measurement date. A three-tier, fair-value reporting hierarchy exists for disclosure of fair value measurements based on the observability of the inputs to the valuation of financial assets and liabilities. The three levels are: Level 1 — Quoted prices for identical instruments in active markets. Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in active exchange markets. The carrying value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, settlement assets and obligations, accounts receivable, other assets, accounts payable, and accrued expenses, approximated their fair values as of March 31, 2020 and 2019, because of the relatively short maturity dates on these instruments. The carrying amount of debt approximates fair value as of March 31, 2020 and 2019, because interest rates on these instruments approximate market interest rates. The Company has no Level 1 or Level 2 financial instruments measured at fair value on a recurring basis. The following tables present the changes in the Company's Level 3 financial instruments that are measured at fair value on a recurring basis. Accrued Contingent Consideration Balance at September 30, 2019 $ 18,226 Contingent consideration accrued at time of business combination — Change in fair value of contingent consideration included in Operating expenses 12 Contingent consideration paid (6,477) Balance at March 31, 2020 $ 11,761 Accrued Contingent Consideration Balance at September 30, 2018 $ 5,999 Contingent consideration accrued at time of business combination 4,605 Change in fair value of contingent consideration included in Operating expenses 2,153 Contingent consideration paid (4,194) Balance at March 31, 2019 $ 8,563 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 $8,484 and $10,223 of contingent consideration was recorded in accrued expenses and other current liabilities as of March 31, 2020 and September 30, 2019, respectively. Approximately $3,277 and $8,003 of contingent consideration was recorded in other long-term liabilities as of March 31, 2020 and September 30, 2019, respectively. Disclosure of Fair Values The Company's financial instruments that are not remeasured at fair value include the Exchangeable Notes (see Note 5). 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 $107,469 as of March 31, 2020. The carrying value of other financial instruments, including cash, accounts receivable, accounts payable, funds receivable and seller accounts, and funds payable and amounts due to sellers approximate fair value due to the immediate or short-term maturity associated with these instruments. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | EQUITY-BASED COMPENSATION A summary of equity-based compensation expense recognized during the three and six months ended March 31, 2020 and 2019 is as follows: Three months ended March 31, Six months ended March 31, 2020 2019 2020 2019 Stock options $ 2,510 $ 1,363 $ 4,634 $ 2,314 Amounts are included in general and administrative expense on the condensed consolidated statements of operations. Income tax benefits of $193 and $341 were recognized related to equity-based compensation during the three and six months ended March 31, 2020, respectively. No income tax benefits were recognized related to equity-based compensation during the three and six months ended March 31, 2019. Stock Options In May 2018, the Company adopted the 2018 Equity Incentive Plan (the “2018 Plan”) under which the Company may grant up to 3,500,000 stock options and other equity-based awards to employees, directors and officers. The number of shares of Class A common stock available for issuance under the 2018 Plan includes an annual increase on the first day of each year, beginning with the 2019 calendar year, equal to 4.0% of the outstanding shares of all classes of the Company's common stock as of the last day of the immediately preceding calendar year, unless the Company’s board of directors determines prior to the last trading day of December of the immediately preceding calendar year that the increase shall be less than 4.0%. As of March 31, 2020, there are 360,190 equity awards available for grant under the 2018 Plan. The fair value of the stock option awards during the six months ended March 31, 2020 and from June 20, 2018 through September 30, 2019 was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions: March 31, 2020 September 30, 2019 Expected volatility (1) 25.2 % 26.7 % Expected dividend yield (2) — % — % Expected term (3) 6 years 6 years Risk-free interest rate (4) 1.5 % 2.5 % _________________ 1. Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. 2. The Company has assumed a dividend yield of zero as management has no plans to declare dividends in the foreseeable future. 3. Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method as details of employee exercise behavior are limited due to limited historical data. 4. The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. A summary of stock option activity for the six months ended March 31, 2020 is as follows: Stock Options Weighted Average Exercise Price Outstanding at beginning of period 4,240,695 $ 18.33 Granted 1,094,000 30.99 Exercised (166,709) 16.11 Forfeited (39,331) 22.12 Outstanding at end of period 5,128,655 $ 21.08 The weighted-average grant date fair value of stock options granted during the six months ended March 31, 2020 was $8.58. As of March 31, 2020, there were 5,128,655 stock options outstanding, of which 911,560 were exercisable. As of March 31, 2020, total unrecognized compensation expense related to unvested stock options, including an estimate for pre-vesting forfeitures, was $21,484, which is expected to be recognized over a weighted-average period of 2.2 years. The Company's policy is to account for forfeitures of stock-based compensation awards as they occur. The total fair value of stock options that vested was $1,477 and $3,228 during the three and six months ended March 31, 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Leases The Company utilizes office space and equipment under operating leases. Rent expense under these leases amounted to $675 and $1,416 during the three and six months ended March 31, 2020, respectively, and $532 and $1,025 three and six months ended March 31, 2019, respectively. A summary of approximate future minimum payments under these leases as of March 31, 2020 is as follows: Years ending September 30: 2020 (six months remaining) $ 1,290 2021 2,642 2022 2,299 2023 2,165 2024 1,659 Thereafter 3,835 Total $ 13,890 Minimum Processing Commitments The Company has agreements with several processors to provide services related to transaction processing and transmittal, transaction authorization and data capture, and access to various reporting tools. Certain of these agreements require the Company to submit a minimum monthly number of transactions for processing. If the Company submits a number of transactions that is lower than the minimum, it is required to pay to the processor the fees it would have received if the Company had submitted the required minimum number of transactions. As of March 31, 2020, such minimum fee commitments were as follows: Years ending September 30: 2020 (six months remaining) $ 1,625 2021 3,213 2022 2,780 2023 2,645 2024 450 Thereafter — Total $ 10,713 Loan to Third Party Sales Organization The Company has committed to providing a secured loan to a third party sales organization of up to $3,500 in the future, dependent on their achievement of certain financial metrics. Additionally, the Company has conditionally committed to a future buyout of the third party's business at the earlier of (a) the 60th day following the date upon which the founder of the third party sales organization dies or becomes disabled or (b) the 60th day following the third anniversary of March 1, 2020. The buyout amount is dependent on certain financial metrics but is capped at $29,000, which would be net of repayment of the secured loans. The buyout also contains certain provisions to provide additional consideration of up to $9,000, in the aggregate, to be paid based on the achievement of specified financial performance targets, following the buyout. As the eventual financial metrics are not known, the amount of the buyout transaction as well as the additional consideration are not able to be estimated at this time. As of March 31, 2020, such knowable loan commitments, dependent on the third party sales organization's achievement of certain financial metrics, were $2,000 for the remainder of fiscal year 2020 and $1,500 for fiscal year 2021. Litigation With respect to all legal, regulatory and governmental proceedings, and in accordance with ASC 450-20, Contingencies—Loss Contingencies , the Company considers the likelihood of a negative outcome. If the Company determines the likelihood of a negative outcome with respect to any such matter is probable and the amount of the loss can be reasonably estimated, the Company records an accrual for the estimated amount of loss for the expected outcome of the matter. If the likelihood of a negative outcome with respect to material matters is reasonably possible and the Company is able to determine an estimate of the amount of possible loss or a range of loss, whether in excess of a related accrued liability or where there is no accrued liability, the Company discloses the estimate of the amount of possible loss or range of loss. However, the Company in some instances may be unable to estimate an amount of possible loss or range of loss based on the significant uncertainties involved in, or the preliminary nature of, the matter, and in these instances the Company will disclose the nature of the contingency and describe why the Company is unable to determine an estimate of possible loss or range of loss. 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. Other The Company's subsidiary CP-PS, LLC has certain indemnification obligations in favor of FDS Holdings, Inc. related to the acquisition of certain assets of Merchant Processing Solutions, LLC in February 2014. The Company has incurred expenses related to these indemnification obligations in prior periods and may have additional expenses in the future. However, after taking into consideration the evaluation of such matters by the Company’s legal counsel, the Company’s management believes at this time that the anticipated outcome of any existing or potential indemnification liabilities related to this matter will not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS In April 2016, the Company entered into a purchase agreement to purchase certain assets of Axia, LLC. On April 29, 2016, the Company entered into a Processing Services Agreement (the “AxiaMed Agreement”) with Axia Technologies, LLC (which has since been incorporated as Axia Technologies, Inc., doing business as AxiaMed (“AxiaMed”)), an entity controlled by the previous owner of Axia, LLC. Under the AxiaMed Agreement, the Company agreed to provide processing services for certain merchants as designated by AxiaMed from time to time. In accordance with ASC 606, revenue from the processing services is recognized net of interchange, residual expense and other fees. The Company earned net revenues related to the AxiaMed Agreement of $22 and $44 during the three and six months ended March 31, 2020, respectively, and $20 and $38 during the three and six months ended March 31, 2019, respectively. i3 Verticals, LLC, Greg Daily, the Company’s CEO and Clay Whitson, the Company’s CFO, own 2.0%, 10.5% and 0.4%, respectively, of the outstanding equity of AxiaMed. 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 |
Segments
Segments | 6 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segments | SEGMENTS The Company determines its operating segments based on ASC 280, Segment Reporting , how the chief operating decision making group monitors and manages the performance of the business and the level at which financial information is reviewed. The Company’s operating segments are strategic business units that offer different products and services. The Company's core business is delivering seamlessly integrated payment and software solutions to SMBs and organizations in strategic vertical markets. This is accomplished through the Merchant Services and Proprietary Software and Payments segments. The Merchant Services segment provides comprehensive payment solutions to businesses and organizations. The Merchant Services segment includes third-party integrated payment solutions as well as traditional payment services across the Company's strategic vertical markets. The Proprietary Software and Payments segment delivers embedded payment solutions to the Company's clients through company-owned software. Payments are delivered through both the payment facilitator model and the traditional merchant processing model. The Company's Proprietary Software and Payments clients are primarily in the education, property management and public sector markets. The Other category includes corporate overhead expenses when presenting reportable segment information. The Company primarily uses processing margin to measure operating performance. The following is a summary of reportable segment operating performance for the three and six months ended March 31, 2020 and 2019. As of and for the Three Months Ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Revenue $ 25,018 $ 14,691 $ (531) $ 39,178 Operating expenses Other costs of services 11,297 1,188 (530) 11,955 Selling general and administrative 6,469 7,717 6,600 20,786 Depreciation and amortization 2,861 1,498 179 4,538 Change in fair value of contingent consideration (400) 258 — (142) Income (loss) from operations $ 4,791 $ 4,030 $ (6,780) $ 2,041 Processing margin (1) $ 19,245 $ 13,675 $ (527) $ 32,393 Total assets $ 200,159 $ 109,689 $ 41,334 $ 351,182 Goodwill $ 107,539 $ 59,515 $ — $ 167,054 __________________________ 1. Processing margin is equal to revenue less interchange and network fees, less other costs of services. $5,524, $172 and $(526) of residual expense, a component of other costs of services, are added back to the Merchant Services segment, Proprietary Software and Payments segment, and Other category, respectively. As of and for the Six Months Ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Revenue $ 52,483 $ 28,747 $ (941) $ 80,289 Operating expenses Other costs of services 23,410 2,403 (940) 24,873 Selling general and administrative 12,791 15,653 11,629 40,073 Depreciation and amortization 5,808 3,037 348 9,193 Change in fair value of contingent consideration (1,606) 1,618 — 12 Income (loss) from operations $ 12,080 $ 6,036 $ (11,978) $ 6,138 Processing margin (1) $ 40,141 $ 26,684 $ (935) $ 65,890 Total assets $ 200,159 $ 109,689 $ 41,334 $ 351,182 Goodwill $ 107,539 $ 59,515 $ — $ 167,054 __________________________ 1. Processing margin is equal to revenue less interchange and network fees, less other costs of services. $11,068, $340 and $(934) of residual expense, a component of other costs of services, are added back to the Merchant Services segment, Proprietary Software and Payments segment, and Other category, respectively. As of and for the Three Months Ended March 31, 2019 Merchant Services Proprietary Software and Payments Other Total Revenue $ 76,875 $ 8,519 $ — $ 85,394 Operating expenses Interchange and network fees 53,121 1,564 — 54,685 Other costs of services 9,725 468 — 10,193 Selling general and administrative 6,226 3,675 4,418 14,319 Depreciation and amortization 2,917 842 139 3,898 Change in fair value of contingent consideration (390) 2,892 — 2,502 Income (loss) from operations $ 5,276 $ (922) $ (4,557) $ (203) Processing margin (1) $ 17,584 $ 6,675 $ — $ 24,259 Total assets $ 152,851 $ 59,077 $ 6,571 $ 218,499 Goodwill $ 71,950 $ 32,701 $ — $ 104,651 __________________________ 1. Processing margin is equal to revenue less interchange and network fees, less other costs of services. $3,555, $188 and $0 of residual expense, a component of other costs of services, are added back to the Merchant Services segment, Proprietary Software and Payments segment, and Other category, respectively. As of and for the Six Months Ended March 31, 2019 Merchant Services Proprietary Software and Payments Other Total Revenue $ 154,577 $ 15,685 $ — $ 170,262 Operating expenses Interchange and network fees 107,485 3,029 — 110,514 Other costs of services 19,121 862 — 19,983 Selling general and administrative 12,317 6,662 7,856 26,835 Depreciation and amortization 5,699 1,503 248 7,450 Change in fair value of contingent consideration (709) 2,862 — 2,153 Income (loss) from operations $ 10,664 $ 767 $ (8,104) $ 3,327 Processing margin (1) $ 35,211 $ 12,136 $ — $ 47,347 Total assets $ 152,851 $ 59,077 $ 6,571 $ 218,499 Goodwill $ 71,950 $ 32,701 $ — $ 104,651 __________________________ 1. Processing margin is equal to revenue less interchange and network fees, less other costs of services. $7,240, $342 and $0 of residual expense, a component of other costs of services, are added back to the Merchant Services segment, Proprietary Software and Payments segment, and Other category, respectively. |
Non-Controlling Interest
Non-Controlling Interest | 6 Months Ended |
Mar. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 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 March 31, 2020, i3 Verticals, Inc. owned 15,038,918 of i3 Verticals, LLC's Common Units, representing a 54.8% economic ownership interest in i3 Verticals, LLC. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHAREBasic earnings per share of Class A common stock is computed by dividing net income available to i3 Verticals, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income available to i3 Verticals, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock for the three and six months ended March 31, 2020 and 2019: Three months ended March 31, Six months ended March 31, 2020 2019 2020 2019 Basic net income (loss) per share: Numerator Net income (loss) $ 1,919 $ (1,222) $ 3,853 $ 1,129 Less: Net income (loss) attributable to non-controlling interests 1,182 (120) 3,265 2,053 Net income (loss) attributable to Class A common stockholders $ 737 $ (1,102) $ 588 $ (924) Denominator Weighted average shares of Class A common stock outstanding (1) 14,456,970 8,887,050 14,344,768 8,849,431 Basic net income (loss) per share (2) $ 0.05 $ (0.12) $ 0.04 $ (0.10) Dilutive net income per share (2) : Numerator Net income attributable to Class A common stockholders - diluted (3) $ 737 $ 588 Denominator Weighted average shares of Class A common stock outstanding (1) 14,456,970 14,344,768 Weighted average effect of dilutive securities (3) 1,649,787 1,433,309 Weighted average shares of Class A common stock outstanding - diluted 16,106,757 15,778,077 Diluted net income per share 0.05 $ 0.04 ____________________ 1. Excludes 277,758 restricted Class A common stock units three and six months ended March 31, 2019, and 215,564 and 228,872 restricted Class A common stock units for the three and six months ended March 31, 2020, respectively. 2. For the three and six months ended March 31, 2019, all potentially dilutive securities were anti-dilutive, so diluted net loss per share was equivalent to basic net loss per share. The following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net loss per share of Class A common stock: a. 17,112,164 shares of weighted average Class B common stock for both the three and six months ended March 31, 2019, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive, b. 30,500 and 33,000 stock options for the three and six months ended March 31, 2019, 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. 1,012,916 and 884,823 shares for the three and six months ended March 31, 2019, respectively, resulting from estimated stock option exercises as calculated by the treasury stock method, and 277,758 restricted Class A common units for both the three and six months ended March 31, 2019, were excluded because the effect of including them would have been anti-dilutive. 3. For the three and six months ended March 31, 2020, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted earnings per share of Class A common stock: a. 12,769,568 and 12,846,018 shares of weighted average Class B common stock for the three and six months ended March 31, 2020, respectively, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive, and b. 959,000 and 1,054,000 stock options for the three and six months ended March 31, 2020, respectively, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive. Since the Company expects to settle the principal amount of its outstanding Exchangeable Notes in cash and any excess in cash or shares of the Company's Class A common stock, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company's Class A common stock for a given period exceeds the exchange price of $40.87 per share for the Exchangeable Notes. The Warrants sold in connection with the issuance of the Exchangeable Notes are considered to be dilutive when the average price of the Company's Class A common stock during the period exceeds the Warrants' stock price of $62.88 per share. The effect of the additional shares that may be issued upon exercise of the Warrants will be included in the weighted average shares of Class A common stock outstanding—diluted using the treasury stock method. The Note Hedge Transactions purchased in connection with the issuance of the Exchangeable Notes are considered to be anti-dilutive and therefore do not impact our calculation of diluted net income per share. Refer to Note 5 for further discussion regarding the Exchangeable Notes. |
Significant Non-cash Transactio
Significant Non-cash Transactions | 6 Months Ended |
Mar. 31, 2020 | |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | |
Significant Non-cash Transactions | SIGNIFICANT NON-CASH TRANSACTIONS The Company engaged in the following significant non-cash investing and financing activities during the six months ended March 31, 2020 and 2019: Six months ended March 31, 2020 2019 Acquisition date fair value of contingent consideration in connection with business combinations $ — $ 4,605 Issuance of Exchangeable Notes and related Note Hedge Transactions and Warrants $ 270 $ — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS COVID-19 In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to spread throughout the United States and other parts of the world. It is impossible to predict the effect and ultimate impact of the COVID-19 pandemic as the situation is rapidly evolving. The spread of COVID-19 has caused public health officials to recommend precautions to mitigate the spread of the virus, including the closure of local government facilities and parks, schools, restaurants, many businesses and other locations of public assembly. As a result, the Company and its clients have seen a significant disruption in business, including a steep decline in payment volume and the number of transactions processed, and therefore, a decline in revenue in the Company's strategic verticals. There are no reliable estimates of how long the pandemic will last or how many people are likely to be affected by it. For that reason, the Company is unable to predict the long-term impact of the pandemic on its business at this time. COVID-19 is having a significant effect on overall economic conditions in the United States, and efforts to contain the spread of COVID-19 intensified in March and April 2020. The economic impact of these conditions is materially impacting the Company's business and is expected to continue to adversely impact its strategic verticals and its business in general. Given these conditions, there could be material changes to recorded balances and estimates in the future. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 March 31, 2020 and for the three and six months ended March 31, 2020 and 2019. The results of operations for the three and six months ended March 31, 2020 and 2019 are not necessarily indicative of the operating results for the full year. It is recommended that these interim condensed consolidated financial statements be read in conjunction with the |
Principles of Consolidation | Principles of Consolidation These interim condensed consolidated financial statements include the accounts of the Company and its subsidiary companies. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Restricted Cash | Restricted Cash Restricted cash represents funds held-on-deposit with processing banks pursuant to agreements to cover potential merchant losses. It is presented as long-term assets on the accompanying condensed consolidated balance sheets since the related agreements extend beyond the next twelve months. Following the adoption of Accounting Standards Update (“ASU”) No. 2016-18, Statement of Cash Flows: Restricted Cash |
Inventories | Inventories Inventories consist of point-of-sale equipment to be sold to clients and are stated at the lower of cost, determined on a weighted average basis, or net realizable value. |
Acquisitions | 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. When 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. The fair value of deferred revenue is identified using the Adjusted Fulfillment Cost Method. After the purchase price has been allocated, goodwill is recorded to the extent the total consideration paid for the acquisition, including the acquisition date fair value of contingent consideration, if any, exceeds the sum of the fair values of the separately identifiable acquired assets and assumed liabilities. Acquisition costs for business combinations are expensed when incurred and recorded in selling general and administrative expenses in the accompanying condensed consolidated statements of operations. An acquisition not meeting the accounting criteria to be accounted for as a business combination is 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. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue For the six months ended March 31, 2020, revenue is recognized as each performance obligation is satisfied, in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company accrues for rights of refund, processing errors or penalties, or other related allowances based on historical experience. The Company utilized the portfolio approach practical expedient within ASC 606-10-10-4 Revenue from Contracts with Customers—Objectives and the significant financing component practical expedient within ASC 606-10-32-18 Revenue from Contracts with Customers—The Existence of a Significant Financing Component in the Contract in performing the analysis. The Company adopted ASC 606 on October 1, 2019, using the modified retrospective method and applying the standard to all contracts not completed on the date of adoption. Results for the reporting period beginning October 1, 2019 are presented under ASC 606, while prior period amounts continue to be reported in accordance with the Company's historic accounting practices under previous guidance. The majority of the Company's revenue for the six months ended March 31, 2020 and 2019 is derived from volume-based payment processing fees (“discount fees”) and other related fixed transaction or service fees. The remainder is comprised of sales of software licensing subscriptions, ongoing support, and other POS-related solutions the Company provides to its clients directly and through its processing bank relationships. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed or a specified per transaction amount, depending on the card type. The Company frequently enters into agreements with client under which the client engages the Company to provide both payment authorization services and transaction settlement services for all of the cardholder transactions of the client, regardless of which issuing bank and card network to which the transaction relates. The Company’s core performance obligations are to stand ready to provide continuous access to the Company’s payment authorization services and transaction settlement services in order to be able to process as many transactions as its clients require on a daily basis over the contract term. These services are stand ready obligations, as the timing and quantity of transactions to be processed is not determinable. Under a stand-ready obligation, the Company’s performance obligation is defined by each time increment rather than by the underlying activities satisfied over time based on days elapsed. Because the service of standing ready is substantially the same each day and has the same pattern of transfer to the client, the Company has determined that its stand-ready performance obligation comprises a series of distinct days of service. Discount fees are recognized each day based on the volume or transaction count at the time the merchants’ transactions are processed. The Company follows the requirements of ASC 606-10-55 Revenue from Contracts with Customers—Principal versus Agent Considerations , which states that the determination of whether a company should recognize revenue based on the gross amount billed to a client or the net amount retained is a matter of judgment that depends on the facts and circumstances of the arrangement. The determination of gross versus net recognition of revenue requires judgment that depends on whether the Company controls the good or service before it is transferred to the merchant or whether the Company is acting as an agent of a third party. The assessment is provided separately for each performance obligation identified. Under its agreements, the Company incurs interchange and network pass-through charges from the third-party card issuers and card networks, respectively, related to the provision of payment authorization services. The Company has determined that it is acting as an agent with respect to these payment authorization services, based on the following factors: (1) the Company has no discretion over which card issuing bank will be used to process a transaction and is unable to direct the activity of the merchant to another card issuing bank, and (2) interchange and card network rates are pre-established by the card issuers or card networks, and the Company has no latitude in determining these fees. Therefore, revenue allocated to the payment authorization performance obligation is presented net of interchange and card network fees paid to the card issuing banks and card networks, respectively, for the six months ended March 31, 2020, subsequent to the adoption of ASC 606. With regards to the Company's discount fees, generally, where the Company has control over merchant pricing, merchant portability, credit risk and ultimate responsibility for the merchant relationship, revenues are reported at the time of sale equal to the full amount of the discount charged to the merchant, less interchange and network fees. Revenues generated from merchant portfolios where the Company does not have control over merchant pricing, liability for merchant losses or credit risk or rights of portability are reported net of interchange and network fees as well as third-party processing costs directly attributable to processing and bank sponsorship costs. Revenues are also derived from a variety of fixed transaction or service fees, including authorization fees, convenience fees, statement fees, annual fees, gateway fees, which are charged for accessing our payment and software solutions, and fees for other miscellaneous services, such as handling chargebacks. Revenues derived from service fees are recognized at the time the services are performed and there are no further performance obligations. Revenue from fixed transactions, which principally relates to the sale of equipment, is recognized upon transfer of ownership and delivery to the client, after which there are no further performance obligations. Revenues from sales of the Company’s software are recognized when the related performance obligations are satisfied. Sales of software licenses are categorized into one of two categories of intellectual property in accordance with ASC 606, functional or symbolic. The key distinction is whether the license represents a right to use (functional) or a right to access (symbolic) intellectual property. The Company generates sales of one-time software licenses, which is functional intellectual property. Revenue from functional intellectual property is recognized at a point in time, when delivered to the client. The Company also offers access to its software under software-as-a-service (“SaaS”) arrangements, which represent services arrangements. Revenue from SaaS arrangements is recognized over time, over the term of the agreement. Arrangements may contain multiple performance obligations, such as payment authorization services, transaction settlement services, hardware, software products, maintenance, and professional installation and training services. Revenues are allocated to each performance obligation based on the standalone selling price of each good or service. The selling price for a deliverable is based on standalone selling price, if available, the adjusted market assessment approach, estimated cost plus margin approach, or residual approach. The Company establishes estimated selling price, based on the judgment of the Company's management, considering internal factors such as margin objectives, pricing practices and controls, client segment pricing strategies and the product life cycle. In arrangements with multiple performance obligations, the Company determines allocation of the transaction price at inception of the arrangement and uses the standalone selling prices for the majority of our 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 clients by product by segment. Refer to Note 11 for discussion of the Company's segments. The Company's products are defined as follows: • Payments — Includes discount fees, gateway fees and other related fixed transaction or service fees. • Other — Includes sales of software, sales of equipment, professional services and other revenues. For the Three Months Ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Payments revenue $ 20,863 $ 6,050 $ (527) $ 26,386 Other revenue 4,155 8,641 (4) 12,792 Total revenue $ 25,018 $ 14,691 $ (531) $ 39,178 For the Three Months Ended March 31, 2019 Merchant Services Proprietary Software and Payments Other Total Payments revenue $ 70,924 $ 5,808 $ — $ 76,732 Other revenue 5,951 2,711 — 8,662 Total revenue $ 76,875 $ 8,519 $ — $ 85,394 For the Six Months Ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Payments revenue $ 43,316 $ 12,376 $ (935) $ 54,757 Other revenue 9,167 16,371 (6) 25,532 Total revenue $ 52,483 $ 28,747 $ (941) $ 80,289 For the Six Months Ended March 31, 2019 Merchant Services Proprietary Software and Payments Other Total Payments revenue $ 143,461 $ 11,010 $ — $ 154,471 Other revenue 11,116 4,675 — 15,791 Total revenue $ 154,577 $ 15,685 $ — $ 170,262 The tables below present a disaggregation of the Company's revenue from contracts with clients by timing of transfer of goods or services by segment. The Company's revenue included in each category are defined as follows: • Revenue transferred over time — Includes discount fees, gateway fees, sales of SaaS and ongoing support contract revenue. • Revenue transferred at a point in time — Includes fixed service fees, software licenses sold as functional intellectual property, professional services and other equipment. For the Three Months Ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Revenue earned over time $ 18,537 $ 10,434 $ (526) $ 28,445 Revenue earned at a point in time 6,481 4,257 (5) 10,733 Total revenue $ 25,018 $ 14,691 $ (531) $ 39,178 For the Three Months Ended March 31, 2019 Merchant Services Proprietary Software and Payments Other Total Revenue earned over time $ 68,602 $ 7,006 $ — $ 75,608 Revenue earned at a point in time 8,273 1,513 — 9,786 Total revenue $ 76,875 $ 8,519 $ — $ 85,394 For the Six Months Ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Revenue earned over time $ 36,667 $ 20,383 $ (934) $ 56,116 Revenue earned at a point in time 15,816 8,364 (7) 24,173 Total revenue $ 52,483 $ 28,747 $ (941) $ 80,289 For the Six Months Ended March 31, 2019 Merchant Services Proprietary Software and Payments Other Total Revenue earned over time $ 137,550 $ 12,998 $ — $ 150,548 Revenue earned at a point in time 17,027 2,687 — 19,714 Total revenue $ 154,577 $ 15,685 $ — $ 170,262 Contract Liabilities Deferred revenue represents amounts billed to clients by the Company for services contracts. Payment is typically collected at the start of the contract term. The initial prepaid contract agreement balance is deferred. The balance is then recognized as the services are provided over the contract term. Deferred revenue that is expected to be recognized as revenue within one year is recorded as short-term deferred revenue and the remaining portion is recorded as other long-term liabilities in the condensed consolidated balance sheets. The terms for most of our contracts with a deferred revenue component are one year. Substantially all the Company's deferred revenue is anticipated to be recognized within the next year. The following table presents the changes in deferred revenue as of and for the six months ended March 31, 2020: Balance at September 30, 2019 $ 10,237 Deferral of revenue 5,389 Recognition of unearned revenue (5,211) Balance at December 31, 2019 $ 10,415 Deferral of revenue $ 5,004 Recognition of unearned revenue $ (5,753) Balance at March 31, 2020 $ 9,666 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 March 31, 2020, the Company had $2,830, of capitalized contract costs, which relates to commissions paid to obtain new sales, included within "Prepaid expenses and other current assets” and “Other assets" on the condensed consolidated balance sheets. The Company recorded commissions expense related to these costs for the six months ended March 31, 2020 of $184. The Company expenses sales commissions as incurred for the Company's sales commission plans that are paid on recurring monthly revenues, portfolios of existing clients, or have a substantive stay requirement prior to payment. Interchange and Network Fees and Other Cost of Services Interchange and network fees consist primarily of fees that are directly related to discount fee revenue. These include interchange fees paid to issuers and assessment fees payable to card networks, which are a percentage of the processing volume the Company generates from Visa and Mastercard, as well as fees charged by card-issuing banks. As noted above, after adoption of ASC 606 on October 1, 2019, these fees are presented net in discount fee revenue because the Company is acting as an agent in the provision of payment authorization services. |
Use of Estimates | 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 uncertainty surrounding estimates is increased due to the recent development of COVID-19, which is further described in Note 15. There could be material changes to these estimates as a result of COVID-19 developments in future periods. Actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The FASB issued updates and clarifications to ASU 2014-09, including ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Gross versus Net) issued in March 2016, ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing issued in April 2016 and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients issued in May 2016. ASU 2014-09 supersedes the revenue recognition requirements in ASC 605. The new standard provides a five-step analysis of transactions to determine when and how revenue is recognized, based upon the core principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also requires additional disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard, as amended, became effective for the Company on October 1, 2019. The amendment allows companies to use either a full retrospective or a modified retrospective approach, through a cumulative adjustment, to adopt this ASU No. 2014-09. The new standard changed the timing of certain revenue and expenses to be recognized under various arrangement types. More judgment and estimates are required when applying the requirements of the new standard than were required under prior GAAP, such as estimating the amount of variable consideration to include in transaction price and estimating expected periods of benefit for certain costs. Through management's review of individual contracts and historical revenue recognition patterns in comparison to the provisions under ASU 2014-09, the Company determined the timing of revenue to be recognized under ASU 2014-09 for each of the Company’s revenue categories, including discount fees, software licensing subscriptions, ongoing support, and other POS-related solutions, is similar to the timing of revenue recognized under the historical guidance under ASC 605. The Company will evaluate, on an ongoing basis, costs to obtain contracts with clients, as well as certain implementation and set-up costs, and, in some cases, may be required to amortize these costs over longer periods than they were historically amortized. Finally, the new standard required additional disclosures regarding revenues and related capitalized contract costs, if any. The Company adopted the new revenue standard using a modified retrospective basis on October 1, 2019. The Company has recorded a $705 cumulative increase to accumulated earnings and a $640 cumulative increase to non-controlling interest as a result of the adoption, due to capitalized costs to obtain contracts with clients being amortized over the expected life of the client rather than the life of the specific contract. The Company determined that the most significant ongoing impact of adopting the new revenue standard was driven by changes in principal versus agent considerations, with the majority of the change overall in total net revenue attributable to reflecting the Company's payment authorization services net of related interchange and network fees prospectively. The Company's interchange and network fees of $54,685 and $110,514 were classified in “Operating Expenses” on the Condensed Consolidated Statement of Operations for the three and six months ended March 31, 2019, respectively. The Company's interchange and network fees of $63,199 and $132,301 were included as a reduction to revenue on the Condensed Consolidated Statement of Operations for the three and six months ended March 31, 2020, respectively. Under the modified retrospective basis, the Company has not restated its comparative unaudited condensed consolidated financial statements for these effects. The adoption of the new revenue standard did not have a material impact on net income. The following table presents the material impacts of adopting ASC 606 on the Company's unaudited condensed consolidated statement of operations for the three months ended March 31, 2020: Three months ended March 31, 2020 As reported Adjustment Presentation without adoption of ASC 606 Revenue $ 39,178 $ 63,199 $ 102,377 Operating expenses Interchange and network fees $ — $ 63,199 $ 63,199 The following table presents the material impacts of adopting ASC 606 on the Company's unaudited condensed consolidated statement of operations for the six months ended March 31, 2020: Six months ended March 31, 2020 As reported Adjustment Presentation without adoption of ASC 606 Revenue $ 80,289 $ 132,301 $ 212,590 Operating expenses Interchange and network fees $ — $ 132,301 $ 132,301 The following table presents the impacts of adoption of ASC 606 on the Company's unaudited condensed consolidated balance sheet as of March 31, 2020: As of March 31, 2020 As reported Adjustment Presentation without adoption of ASC 606 Assets Current assets Prepaid expenses and other current assets $ 4,662 $ 213 $ 4,875 Deferred tax asset $ 35,334 $ 11 $ 35,345 Other assets $ 5,101 $ (1,692) $ 3,409 Liabilities and equity Stockholders' equity Accumulated deficit $ (1,016) $ (774) $ (1,790) Non-controlling interest $ 63,673 $ (694) $ 62,979 The adoption of ASC 606 did not have a material impact on the Company’s unaudited condensed consolidated statement of cash flows for the six months ended March 31, 2020. The Company has expanded its unaudited condensed consolidated financial statement disclosures as required by this new standard. See above for additional disclosures provided as a result of the adoption of ASC 606. Recently Issued Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820) (“ASU 2018-13”). The amendments in ASU No. 2018-13 provide clarification and modify the disclosure requirements on fair value measurement in Topic 820, Fair Value Measurement. The amendments in this ASU No. 2018-13 are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. As a result, the Company will not be required to adopt this ASU No. 2018-13 until October 1, 2021. The Company is currently evaluating the impact of the adoption of this principle on the Company’s condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) (“ASU 2016-13”). The amendments in ASU No. 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The amendments in this ASU No. 2016-13 are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10 (“ASU 2019-10”), which extends the effective date for adoption of ASU 2016-13 for certain entities. As a result of the provisions in ASU No. 2019-10, and as the Company is an emerging growth company and has elected to use the extended transition period of such companies, the Company will not be required to adopt this ASU No. 2016-13 until October 1, 2023. The Company is currently evaluating the impact of the adoption of this principle on the Company’s condensed consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). This ASU No. 2016-02 amends the existing guidance by recognizing all leases, including operating leases, with a term longer than twelve months on the balance sheet and disclosing key information about the lease arrangements. The update requires modified retrospective transition, with the option to initially apply the new standard at the adoption date and recognize a cumulative-effect adjustment and elect various practical expedients. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, which narrows aspects of the guidance issued in the amendments in ASU 2016-02, and ASU 2018-11, Leases—Targeted Improvements (Topic 842), by |
Fair Value Measurement | 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. |
Fair Value Measurements (Polici
Fair Value Measurements (Policies) | 6 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | The tables below present a disaggregation of the Company's revenue from contracts with clients by product by segment. Refer to Note 11 for discussion of the Company's segments. The Company's products are defined as follows: • Payments — Includes discount fees, gateway fees and other related fixed transaction or service fees. • Other — Includes sales of software, sales of equipment, professional services and other revenues. For the Three Months Ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Payments revenue $ 20,863 $ 6,050 $ (527) $ 26,386 Other revenue 4,155 8,641 (4) 12,792 Total revenue $ 25,018 $ 14,691 $ (531) $ 39,178 For the Three Months Ended March 31, 2019 Merchant Services Proprietary Software and Payments Other Total Payments revenue $ 70,924 $ 5,808 $ — $ 76,732 Other revenue 5,951 2,711 — 8,662 Total revenue $ 76,875 $ 8,519 $ — $ 85,394 For the Six Months Ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Payments revenue $ 43,316 $ 12,376 $ (935) $ 54,757 Other revenue 9,167 16,371 (6) 25,532 Total revenue $ 52,483 $ 28,747 $ (941) $ 80,289 For the Six Months Ended March 31, 2019 Merchant Services Proprietary Software and Payments Other Total Payments revenue $ 143,461 $ 11,010 $ — $ 154,471 Other revenue 11,116 4,675 — 15,791 Total revenue $ 154,577 $ 15,685 $ — $ 170,262 The tables below present a disaggregation of the Company's revenue from contracts with clients by timing of transfer of goods or services by segment. The Company's revenue included in each category are defined as follows: • Revenue transferred over time — Includes discount fees, gateway fees, sales of SaaS and ongoing support contract revenue. • Revenue transferred at a point in time — Includes fixed service fees, software licenses sold as functional intellectual property, professional services and other equipment. For the Three Months Ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Revenue earned over time $ 18,537 $ 10,434 $ (526) $ 28,445 Revenue earned at a point in time 6,481 4,257 (5) 10,733 Total revenue $ 25,018 $ 14,691 $ (531) $ 39,178 For the Three Months Ended March 31, 2019 Merchant Services Proprietary Software and Payments Other Total Revenue earned over time $ 68,602 $ 7,006 $ — $ 75,608 Revenue earned at a point in time 8,273 1,513 — 9,786 Total revenue $ 76,875 $ 8,519 $ — $ 85,394 For the Six Months Ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Revenue earned over time $ 36,667 $ 20,383 $ (934) $ 56,116 Revenue earned at a point in time 15,816 8,364 (7) 24,173 Total revenue $ 52,483 $ 28,747 $ (941) $ 80,289 For the Six Months Ended March 31, 2019 Merchant Services Proprietary Software and Payments Other Total Revenue earned over time $ 137,550 $ 12,998 $ — $ 150,548 Revenue earned at a point in time 17,027 2,687 — 19,714 Total revenue $ 154,577 $ 15,685 $ — $ 170,262 |
Contract with Customer, Asset and Liability | The following table presents the changes in deferred revenue as of and for the six months ended March 31, 2020: Balance at September 30, 2019 $ 10,237 Deferral of revenue 5,389 Recognition of unearned revenue (5,211) Balance at December 31, 2019 $ 10,415 Deferral of revenue $ 5,004 Recognition of unearned revenue $ (5,753) Balance at March 31, 2020 $ 9,666 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table presents the material impacts of adopting ASC 606 on the Company's unaudited condensed consolidated statement of operations for the three months ended March 31, 2020: Three months ended March 31, 2020 As reported Adjustment Presentation without adoption of ASC 606 Revenue $ 39,178 $ 63,199 $ 102,377 Operating expenses Interchange and network fees $ — $ 63,199 $ 63,199 The following table presents the material impacts of adopting ASC 606 on the Company's unaudited condensed consolidated statement of operations for the six months ended March 31, 2020: Six months ended March 31, 2020 As reported Adjustment Presentation without adoption of ASC 606 Revenue $ 80,289 $ 132,301 $ 212,590 Operating expenses Interchange and network fees $ — $ 132,301 $ 132,301 The following table presents the impacts of adoption of ASC 606 on the Company's unaudited condensed consolidated balance sheet as of March 31, 2020: As of March 31, 2020 As reported Adjustment Presentation without adoption of ASC 606 Assets Current assets Prepaid expenses and other current assets $ 4,662 $ 213 $ 4,875 Deferred tax asset $ 35,334 $ 11 $ 35,345 Other assets $ 5,101 $ (1,692) $ 3,409 Liabilities and equity Stockholders' equity Accumulated deficit $ (1,016) $ (774) $ (1,790) Non-controlling interest $ 63,673 $ (694) $ 62,979 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Business Combinations [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 dates, as adjusted for any purchase price allocation adjustments subsequent to September 30, 2019, were as follows: Pace Other Total Cash and cash equivalents $ 108 $ 4,453 $ 4,561 Accounts receivable 545 4,907 5,452 Settlement assets — 18 18 Related party receivable — — — Inventories 45 61 106 Prepaid expenses and other current assets 59 483 542 Property and equipment 527 1,929 2,456 Capitalized software 3,400 9,440 12,840 Acquired merchant relationships 13,400 34,480 47,880 Exclusivity Agreements — — — Non-compete agreements 60 150 210 Trade name 500 1,540 2,040 Goodwill 35,589 47,480 83,069 Other assets 2,622 2 2,624 Total assets acquired 56,855 104,943 161,798 Accounts payable 722 369 1,091 Accrued expenses and other current liabilities 56 2,284 2,340 Settlement obligations — 18 18 Deferred revenue, current 24 2,698 2,722 Other long-term liabilities — 687 687 Net assets acquired $ 56,053 $ 98,887 $ 154,940 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill are as follows: Merchant Services Proprietary Software and Payments Other Total Balance at September 30, 2019 (net of accumulated impairment losses of $11,458, $0 and $0, respectively) $ 108,472 $ 59,812 $ — $ 168,284 Goodwill attributable to acquisition preliminary purchase price adjustments during the six months ended March 31, 2020 (933) (297) — (1,230) Balance at March 31, 2020 $ 107,539 $ 59,515 $ — $ 167,054 |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following as of March 31, 2020: Cost Accumulated Amortization Carrying Value Amortization Life and Method Finite-lived intangible assets: Merchant relationships $ 142,671 $ (48,533) $ 94,138 12 to 20 years – accelerated or straight-line Non-compete agreements 1,720 (768) 952 2 to 5 years – straight-line Website and brand development costs 196 (38) 158 3 to 4 years – straight-line Trade names 4,292 (1,788) 2,504 2 to 7 years – straight-line Residual buyouts 5,794 (1,296) 4,498 2 to 8 years – straight-line Referral and exclusivity agreements 900 (349) 551 5 to 10 years – straight-line Total finite-lived intangible assets 155,573 (52,772) 102,801 Indefinite-lived intangible assets: Trademarks 36 — 36 Total identifiable intangible assets $ 155,609 $ (52,772) $ 102,837 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets consisted of the following as of March 31, 2020: Cost Accumulated Amortization Carrying Value Amortization Life and Method Finite-lived intangible assets: Merchant relationships $ 142,671 $ (48,533) $ 94,138 12 to 20 years – accelerated or straight-line Non-compete agreements 1,720 (768) 952 2 to 5 years – straight-line Website and brand development costs 196 (38) 158 3 to 4 years – straight-line Trade names 4,292 (1,788) 2,504 2 to 7 years – straight-line Residual buyouts 5,794 (1,296) 4,498 2 to 8 years – straight-line Referral and exclusivity agreements 900 (349) 551 5 to 10 years – straight-line Total finite-lived intangible assets 155,573 (52,772) 102,801 Indefinite-lived intangible assets: Trademarks 36 — 36 Total identifiable intangible assets $ 155,609 $ (52,772) $ 102,837 |
Schedule of Future Amortization Expense of Finite-lived Intangible Assets | Based on net carrying amounts at March 31, 2020, the Company's estimate of future amortization expense for intangible assets are presented in the table below for fiscal years ending September 30: 2020 (six months remaining) $ 5,946 2021 10,778 2022 9,633 2023 8,583 2024 7,972 Thereafter 59,889 $ 102,801 |
Long-Term Debt, Net (Tables)
Long-Term Debt, Net (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | A summary of long-term debt, net as of March 31, 2020 and September 30, 2019 is as follows: March 31, September 30, Maturity 2020 2019 Revolving lines of credit to banks under the Senior Secured Credit Facility May 9, 2024 $ 19,000 $ 141,144 1% Exchangeable Senior Notes due 2025 February 15, 2025 109,904 — Debt issuance costs, net (5,677) (1,846) Total long-term debt, net of issuance costs $ 123,227 $ 139,298 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Changes in Level 3 Financial Instruments Measured on a Recurring Basis | The following tables present the changes in the Company's Level 3 financial instruments that are measured at fair value on a recurring basis. Accrued Contingent Consideration Balance at September 30, 2019 $ 18,226 Contingent consideration accrued at time of business combination — Change in fair value of contingent consideration included in Operating expenses 12 Contingent consideration paid (6,477) Balance at March 31, 2020 $ 11,761 Accrued Contingent Consideration Balance at September 30, 2018 $ 5,999 Contingent consideration accrued at time of business combination 4,605 Change in fair value of contingent consideration included in Operating expenses 2,153 Contingent consideration paid (4,194) Balance at March 31, 2019 $ 8,563 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Equity-Based Compensation Expense | A summary of equity-based compensation expense recognized during the three and six months ended March 31, 2020 and 2019 is as follows: Three months ended March 31, Six months ended March 31, 2020 2019 2020 2019 Stock options $ 2,510 $ 1,363 $ 4,634 $ 2,314 |
Fair Value of Stock Option Awards | The fair value of the stock option awards during the six months ended March 31, 2020 and from June 20, 2018 through September 30, 2019 was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions: March 31, 2020 September 30, 2019 Expected volatility (1) 25.2 % 26.7 % Expected dividend yield (2) — % — % Expected term (3) 6 years 6 years Risk-free interest rate (4) 1.5 % 2.5 % _________________ 1. Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. 2. The Company has assumed a dividend yield of zero as management has no plans to declare dividends in the foreseeable future. 3. Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method as details of employee exercise behavior are limited due to limited historical data. 4. The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. |
Summary of Stock Option Activity | A summary of stock option activity for the six months ended March 31, 2020 is as follows: Stock Options Weighted Average Exercise Price Outstanding at beginning of period 4,240,695 $ 18.33 Granted 1,094,000 30.99 Exercised (166,709) 16.11 Forfeited (39,331) 22.12 Outstanding at end of period 5,128,655 $ 21.08 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Approximate Future Minimum Rental Payments for Operating Leases | A summary of approximate future minimum payments under these leases as of March 31, 2020 is as follows: Years ending September 30: 2020 (six months remaining) $ 1,290 2021 2,642 2022 2,299 2023 2,165 2024 1,659 Thereafter 3,835 Total $ 13,890 |
Minimum Fee Commitments | As of March 31, 2020, such minimum fee commitments were as follows: Years ending September 30: 2020 (six months remaining) $ 1,625 2021 3,213 2022 2,780 2023 2,645 2024 450 Thereafter — Total $ 10,713 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segment Performance | The Company primarily uses processing margin to measure operating performance. The following is a summary of reportable segment operating performance for the three and six months ended March 31, 2020 and 2019. As of and for the Three Months Ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Revenue $ 25,018 $ 14,691 $ (531) $ 39,178 Operating expenses Other costs of services 11,297 1,188 (530) 11,955 Selling general and administrative 6,469 7,717 6,600 20,786 Depreciation and amortization 2,861 1,498 179 4,538 Change in fair value of contingent consideration (400) 258 — (142) Income (loss) from operations $ 4,791 $ 4,030 $ (6,780) $ 2,041 Processing margin (1) $ 19,245 $ 13,675 $ (527) $ 32,393 Total assets $ 200,159 $ 109,689 $ 41,334 $ 351,182 Goodwill $ 107,539 $ 59,515 $ — $ 167,054 __________________________ 1. Processing margin is equal to revenue less interchange and network fees, less other costs of services. $5,524, $172 and $(526) of residual expense, a component of other costs of services, are added back to the Merchant Services segment, Proprietary Software and Payments segment, and Other category, respectively. As of and for the Six Months Ended March 31, 2020 Merchant Services Proprietary Software and Payments Other Total Revenue $ 52,483 $ 28,747 $ (941) $ 80,289 Operating expenses Other costs of services 23,410 2,403 (940) 24,873 Selling general and administrative 12,791 15,653 11,629 40,073 Depreciation and amortization 5,808 3,037 348 9,193 Change in fair value of contingent consideration (1,606) 1,618 — 12 Income (loss) from operations $ 12,080 $ 6,036 $ (11,978) $ 6,138 Processing margin (1) $ 40,141 $ 26,684 $ (935) $ 65,890 Total assets $ 200,159 $ 109,689 $ 41,334 $ 351,182 Goodwill $ 107,539 $ 59,515 $ — $ 167,054 __________________________ 1. Processing margin is equal to revenue less interchange and network fees, less other costs of services. $11,068, $340 and $(934) of residual expense, a component of other costs of services, are added back to the Merchant Services segment, Proprietary Software and Payments segment, and Other category, respectively. As of and for the Three Months Ended March 31, 2019 Merchant Services Proprietary Software and Payments Other Total Revenue $ 76,875 $ 8,519 $ — $ 85,394 Operating expenses Interchange and network fees 53,121 1,564 — 54,685 Other costs of services 9,725 468 — 10,193 Selling general and administrative 6,226 3,675 4,418 14,319 Depreciation and amortization 2,917 842 139 3,898 Change in fair value of contingent consideration (390) 2,892 — 2,502 Income (loss) from operations $ 5,276 $ (922) $ (4,557) $ (203) Processing margin (1) $ 17,584 $ 6,675 $ — $ 24,259 Total assets $ 152,851 $ 59,077 $ 6,571 $ 218,499 Goodwill $ 71,950 $ 32,701 $ — $ 104,651 __________________________ 1. Processing margin is equal to revenue less interchange and network fees, less other costs of services. $3,555, $188 and $0 of residual expense, a component of other costs of services, are added back to the Merchant Services segment, Proprietary Software and Payments segment, and Other category, respectively. As of and for the Six Months Ended March 31, 2019 Merchant Services Proprietary Software and Payments Other Total Revenue $ 154,577 $ 15,685 $ — $ 170,262 Operating expenses Interchange and network fees 107,485 3,029 — 110,514 Other costs of services 19,121 862 — 19,983 Selling general and administrative 12,317 6,662 7,856 26,835 Depreciation and amortization 5,699 1,503 248 7,450 Change in fair value of contingent consideration (709) 2,862 — 2,153 Income (loss) from operations $ 10,664 $ 767 $ (8,104) $ 3,327 Processing margin (1) $ 35,211 $ 12,136 $ — $ 47,347 Total assets $ 152,851 $ 59,077 $ 6,571 $ 218,499 Goodwill $ 71,950 $ 32,701 $ — $ 104,651 __________________________ 1. Processing margin is equal to revenue less interchange and network fees, less other costs of services. $7,240, $342 and $0 of residual expense, a component of other costs of services, are added back to the Merchant Services segment, Proprietary Software and Payments segment, and Other category, respectively. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
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 for the three and six months ended March 31, 2020 and 2019: Three months ended March 31, Six months ended March 31, 2020 2019 2020 2019 Basic net income (loss) per share: Numerator Net income (loss) $ 1,919 $ (1,222) $ 3,853 $ 1,129 Less: Net income (loss) attributable to non-controlling interests 1,182 (120) 3,265 2,053 Net income (loss) attributable to Class A common stockholders $ 737 $ (1,102) $ 588 $ (924) Denominator Weighted average shares of Class A common stock outstanding (1) 14,456,970 8,887,050 14,344,768 8,849,431 Basic net income (loss) per share (2) $ 0.05 $ (0.12) $ 0.04 $ (0.10) Dilutive net income per share (2) : Numerator Net income attributable to Class A common stockholders - diluted (3) $ 737 $ 588 Denominator Weighted average shares of Class A common stock outstanding (1) 14,456,970 14,344,768 Weighted average effect of dilutive securities (3) 1,649,787 1,433,309 Weighted average shares of Class A common stock outstanding - diluted 16,106,757 15,778,077 Diluted net income per share 0.05 $ 0.04 ____________________ 1. Excludes 277,758 restricted Class A common stock units three and six months ended March 31, 2019, and 215,564 and 228,872 restricted Class A common stock units for the three and six months ended March 31, 2020, respectively. 2. For the three and six months ended March 31, 2019, all potentially dilutive securities were anti-dilutive, so diluted net loss per share was equivalent to basic net loss per share. The following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net loss per share of Class A common stock: a. 17,112,164 shares of weighted average Class B common stock for both the three and six months ended March 31, 2019, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive, b. 30,500 and 33,000 stock options for the three and six months ended March 31, 2019, 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. 1,012,916 and 884,823 shares for the three and six months ended March 31, 2019, respectively, resulting from estimated stock option exercises as calculated by the treasury stock method, and 277,758 restricted Class A common units for both the three and six months ended March 31, 2019, were excluded because the effect of including them would have been anti-dilutive. 3. For the three and six months ended March 31, 2020, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted earnings per share of Class A common stock: a. 12,769,568 and 12,846,018 shares of weighted average Class B common stock for the three and six months ended March 31, 2020, respectively, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive, and b. 959,000 and 1,054,000 stock options for the three and six months ended March 31, 2020, 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. |
Significant Non-cash Transact_2
Significant Non-cash Transactions (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | |
Schedule of Significant Noncash Transactions | The Company engaged in the following significant non-cash investing and financing activities during the six months ended March 31, 2020 and 2019: Six months ended March 31, 2020 2019 Acquisition date fair value of contingent consideration in connection with business combinations $ — $ 4,605 Issuance of Exchangeable Notes and related Note Hedge Transactions and Warrants $ 270 $ — |
Organization and Operations (De
Organization and Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 10, 2019 | Jun. 25, 2018 | Mar. 31, 2020 |
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued (shares) | 7,647,500 | ||
Public offering price (in USD per share) | $ 13 | ||
Net proceeds from IPO | $ 92,500 | ||
i3Verticals, LLC | |||
Subsidiary, Sale of Stock [Line Items] | |||
Non-controlling interest, ownership interest (percent) | 54.80% | ||
i3Verticals, LLC | |||
Subsidiary, Sale of Stock [Line Items] | |||
Net proceeds from IPO | $ 20,870 | ||
Common units, purchased (in units) | 1,000,000 | ||
Continuing Equity Owner | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common units, purchased (in units) | 4,165,527 | ||
Class A Common and Class B Common Stock | Continuing Equity Owner | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shareholders ownership interest (percent) | 46.00% | ||
Class B Common Stock | Continuing Equity Owner | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shareholders ownership interest (percent) | 45.20% | ||
Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued (shares) | 5,165,527 | ||
Public offering price (in USD per share) | $ 22.75 | ||
Net proceeds from IPO | $ 111,640 | ||
Underwriters exercised option to purchase additional shares (in shares) | 673,764 | ||
Class A Common Stock | Continuing Equity Owner | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shareholders ownership interest (percent) | 0.80% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Thousands | Oct. 01, 2019USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($)business | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2019USD ($) | ||
Concentration Risk [Line Items] | ||||||||||
Inventories | $ 1,662 | $ 1,662 | $ 1,294 | |||||||
Notes Receivable, Fair Value Disclosure | 1,195 | $ 1,195 | $ 195 | |||||||
Number of Businesses Acquired | business | 0 | |||||||||
Capitalized Contract Cost, Gross | 2,830 | $ 2,830 | ||||||||
(Benefit from) provision for income taxes | (2,062) | $ (136) | (1,913) | $ 129 | ||||||
Net income (loss) attributable to i3 Verticals, Inc. | 737 | (1,102) | 588 | (924) | ||||||
Amortization expense of intangible assets | 3,088 | 3,019 | $ 6,282 | $ 5,821 | ||||||
Equity-based compensation expense | 640 | |||||||||
Interchange and network fees | 0 | 54,685 | [1] | 0 | $ 110,514 | [1] | ||||
Operating Expenses | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Interchange and network fees | $ 54,685 | 110,514 | ||||||||
Intangible Assets, Amortization Period | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Amortization expense of intangible assets | 184 | |||||||||
Change in Approach for Estimating the Realizability of a Deferred Tax Asset | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Change in valuation allowance for deferred tax assets | (2,668) | |||||||||
(Benefit from) provision for income taxes | (2,668) | |||||||||
Net income (loss) attributable to i3 Verticals, Inc. | 2,668 | 2,668 | ||||||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Interchange and network fees | $ 63,199 | $ 132,301 | ||||||||
Accounting Standards Update 2014-09 [Member] | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Cumulative Effect on Retained Earnings, Net of Tax | $ 705 | |||||||||
[1] | Effective October 1, 2019, the Company's revenues are presented net of interchange and network fees in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers . See Note 2 to our condensed consolidated financial statements for a description of the recently adopted accounting pronouncement. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Concentration Risk [Line Items] | ||||
Total revenue | $ 39,178 | $ 85,394 | $ 80,289 | $ 170,262 |
Revenue earned over time | ||||
Concentration Risk [Line Items] | ||||
Total revenue | 28,445 | 75,608 | 56,116 | 150,548 |
Revenue earned at a point in time | ||||
Concentration Risk [Line Items] | ||||
Total revenue | 10,733 | 9,786 | 24,173 | 19,714 |
Merchant Services | ||||
Concentration Risk [Line Items] | ||||
Total revenue | 25,018 | 76,875 | 52,483 | 154,577 |
Merchant Services | Revenue earned over time | ||||
Concentration Risk [Line Items] | ||||
Total revenue | 18,537 | 68,602 | 36,667 | 137,550 |
Merchant Services | Revenue earned at a point in time | ||||
Concentration Risk [Line Items] | ||||
Total revenue | 6,481 | 8,273 | 15,816 | 17,027 |
Proprietary Software and Payments | ||||
Concentration Risk [Line Items] | ||||
Total revenue | 14,691 | 8,519 | 28,747 | 15,685 |
Proprietary Software and Payments | Revenue earned over time | ||||
Concentration Risk [Line Items] | ||||
Total revenue | 10,434 | 7,006 | 20,383 | 12,998 |
Proprietary Software and Payments | Revenue earned at a point in time | ||||
Concentration Risk [Line Items] | ||||
Total revenue | 4,257 | 1,513 | 8,364 | 2,687 |
Other | ||||
Concentration Risk [Line Items] | ||||
Total revenue | (531) | 0 | (941) | 0 |
Other | Revenue earned over time | ||||
Concentration Risk [Line Items] | ||||
Total revenue | (526) | 0 | (934) | 0 |
Other | Revenue earned at a point in time | ||||
Concentration Risk [Line Items] | ||||
Total revenue | (5) | 0 | (7) | 0 |
Payments revenue | ||||
Concentration Risk [Line Items] | ||||
Total revenue | 26,386 | 76,732 | 54,757 | 154,471 |
Payments revenue | Merchant Services | ||||
Concentration Risk [Line Items] | ||||
Total revenue | 20,863 | 70,924 | 43,316 | 143,461 |
Payments revenue | Proprietary Software and Payments | ||||
Concentration Risk [Line Items] | ||||
Total revenue | 6,050 | 5,808 | 12,376 | 11,010 |
Payments revenue | Other | ||||
Concentration Risk [Line Items] | ||||
Total revenue | (527) | 0 | (935) | 0 |
Other revenue | ||||
Concentration Risk [Line Items] | ||||
Total revenue | 12,792 | 8,662 | 25,532 | 15,791 |
Other revenue | Merchant Services | ||||
Concentration Risk [Line Items] | ||||
Total revenue | 4,155 | 5,951 | 9,167 | 11,116 |
Other revenue | Proprietary Software and Payments | ||||
Concentration Risk [Line Items] | ||||
Total revenue | 8,641 | 2,711 | 16,371 | 4,675 |
Other revenue | Other | ||||
Concentration Risk [Line Items] | ||||
Total revenue | $ (4) | $ 0 | $ (6) | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Contract with customer, Liability [Roll Forward] | ||
Deferred revenue, beginning | $ 10,415 | $ 10,237 |
Deferral of revenue | 5,004 | 5,389 |
Recognition of unearned revenues | (5,753) | (5,211) |
Deferred revenue, ending | $ 9,666 | $ 10,415 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Impact of Adoption of ASC 606 (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2019 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | $ 39,178 | $ 85,394 | $ 80,289 | $ 170,262 | |||
Interchange and network fees | 0 | $ 54,685 | [1] | 0 | $ 110,514 | [1] | |
Prepaid expenses and other current assets | 4,662 | 4,662 | |||||
Deferred tax asset | 35,334 | 35,334 | $ 28,138 | ||||
Other assets | 5,101 | 5,101 | 2,329 | ||||
Accumulated (deficit) earnings | (1,016) | (1,016) | (2,309) | ||||
Non-controlling interest | 63,673 | 63,673 | $ 62,368 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 102,377 | 212,590 | |||||
Interchange and network fees | 63,199 | 132,301 | |||||
Prepaid expenses and other current assets | 4,875 | 4,875 | |||||
Deferred tax asset | 35,345 | 35,345 | |||||
Other assets | 3,409 | 3,409 | |||||
Accumulated (deficit) earnings | (1,790) | (1,790) | |||||
Non-controlling interest | 62,979 | 62,979 | |||||
Accounting Standards Update 2014-09 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 63,199 | 132,301 | |||||
Interchange and network fees | 63,199 | 132,301 | |||||
Prepaid expenses and other current assets | 213 | 213 | |||||
Deferred tax asset | 11 | 11 | |||||
Other assets | (1,692) | (1,692) | |||||
Accumulated (deficit) earnings | (774) | (774) | |||||
Non-controlling interest | $ (694) | $ (694) | |||||
[1] | Effective October 1, 2019, the Company's revenues are presented net of interchange and network fees in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers . See Note 2 to our condensed consolidated financial statements for a description of the recently adopted accounting pronouncement. |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - Residual buyouts $ in Thousands | 6 Months Ended |
Mar. 31, 2020USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 1,597 |
Estimated amortization period | 8 years |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | May 31, 2019 | Sep. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 4,561 | |||
Accounts receivable | 5,452 | |||
Settlement assets | 18 | |||
Related party receivable | 0 | |||
Inventories | 106 | |||
Prepaid expenses and other current assets | 542 | |||
Property and equipment | 2,456 | |||
Goodwill | 168,284 | $ 167,054 | $ 104,651 | |
Other assets | 2,624 | |||
Total assets acquired | 161,798 | |||
Accounts payable | 1,091 | |||
Accrued expenses and other current liabilities | 2,340 | |||
Settlement obligations | 18 | |||
Deferred revenue, current | 2,722 | |||
Other long-term liabilities | 687 | |||
Net assets acquired | 154,940 | |||
Capitalized software | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 12,840 | |||
Acquired merchant relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 47,880 | |||
Exclusivity agreements | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 0 | |||
Non-compete agreements | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 210 | |||
Trade name | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 2,040 | |||
Pace Payment Systems, Inc. | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 56,053 | |||
Proceeds from issuance of long-term debt used to fund the acquisition | 52,492 | |||
Contingent cash consideration | $ 3,336 | |||
Estimated amortization period | 15 years | |||
Acquisition-related costs | $ 507 | |||
Potential additional consideration | 20,000 | |||
Cash and cash equivalents | 108 | |||
Accounts receivable | 545 | |||
Settlement assets | 0 | |||
Related party receivable | 0 | |||
Inventories | 45 | |||
Prepaid expenses and other current assets | 59 | |||
Property and equipment | 527 | |||
Goodwill | 35,589 | |||
Other assets | 2,622 | |||
Total assets acquired | 56,855 | |||
Accounts payable | 722 | |||
Accrued expenses and other current liabilities | 56 | |||
Settlement obligations | 0 | |||
Deferred revenue, current | 24 | |||
Other long-term liabilities | 0 | |||
Net assets acquired | 56,053 | |||
Pace Payment Systems, Inc. | Class A Common Stock | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 225 | |||
Pace Payment Systems, Inc. | Capitalized software | ||||
Business Acquisition [Line Items] | ||||
Estimated amortization period | 7 years | |||
Intangible assets | 3,400 | |||
Pace Payment Systems, Inc. | Acquired merchant relationships | ||||
Business Acquisition [Line Items] | ||||
Estimated amortization period | 15 years | |||
Intangible assets | 13,400 | |||
Pace Payment Systems, Inc. | Exclusivity agreements | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 0 | |||
Pace Payment Systems, Inc. | Non-compete agreements | ||||
Business Acquisition [Line Items] | ||||
Estimated amortization period | 3 years | |||
Intangible assets | 60 | |||
Pace Payment Systems, Inc. | Trade name | ||||
Business Acquisition [Line Items] | ||||
Estimated amortization period | 5 years | |||
Intangible assets | 500 | |||
Other 2019 Business Combinations | ||||
Business Acquisition [Line Items] | ||||
Proceeds from issuance of long-term debt used to fund the acquisition | 89,191 | |||
Contingent cash consideration | $ 9,696 | |||
Estimated amortization period | 16 years | |||
Acquisition-related costs | $ 1,299 | |||
Potential additional consideration | 34,900 | |||
Total purchase consideration | 98,887 | |||
Cash and cash equivalents | 4,453 | |||
Accounts receivable | 4,907 | |||
Settlement assets | 18 | |||
Related party receivable | 0 | |||
Inventories | 61 | |||
Prepaid expenses and other current assets | 483 | |||
Property and equipment | 1,929 | |||
Goodwill | 47,480 | |||
Other assets | 2 | |||
Total assets acquired | 104,943 | |||
Accounts payable | 369 | |||
Accrued expenses and other current liabilities | 2,284 | |||
Settlement obligations | 18 | |||
Deferred revenue, current | 2,698 | |||
Other long-term liabilities | 687 | |||
Net assets acquired | $ 98,887 | |||
Other 2019 Business Combinations | Capitalized software | ||||
Business Acquisition [Line Items] | ||||
Estimated amortization period | 6 years | |||
Intangible assets | $ 9,440 | |||
Other 2019 Business Combinations | Acquired merchant relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 34,480 | |||
Other 2019 Business Combinations | Exclusivity agreements | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 0 | |||
Other 2019 Business Combinations | Non-compete agreements | ||||
Business Acquisition [Line Items] | ||||
Estimated amortization period | 3 years | |||
Intangible assets | $ 150 | |||
Other 2019 Business Combinations | Trade name | ||||
Business Acquisition [Line Items] | ||||
Estimated amortization period | 5 years | |||
Intangible assets | $ 1,540 | |||
Other 2019 Business Combinations | Minimum | Acquired merchant relationships | ||||
Business Acquisition [Line Items] | ||||
Estimated amortization period | 13 years | |||
Other 2019 Business Combinations | Maximum | Acquired merchant relationships | ||||
Business Acquisition [Line Items] | ||||
Estimated amortization period | 20 years | |||
A2019 Business Combinations | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 83,069 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2019 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning | $ 168,284 | |
Goodwill attributable to acquisition preliminary purchase price adjustments during the six months ended March 31, 2020 | (1,230) | |
Goodwill, ending | 167,054 | |
Merchant Services | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning | 108,472 | |
Goodwill attributable to acquisition preliminary purchase price adjustments during the six months ended March 31, 2020 | (933) | |
Goodwill, ending | 107,539 | |
Accumulated impairment losses | $ 11,458 | |
Proprietary Software and Payments | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning | 59,812 | |
Goodwill attributable to acquisition preliminary purchase price adjustments during the six months ended March 31, 2020 | (297) | |
Goodwill, ending | 59,515 | |
Accumulated impairment losses | 0 | |
Other | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning | 0 | |
Goodwill attributable to acquisition preliminary purchase price adjustments during the six months ended March 31, 2020 | 0 | |
Goodwill, ending | $ 0 | |
Accumulated impairment losses | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, cost | $ 155,573 | ||||
Finite-lived intangible assets, accumulated amortization | (52,772) | ||||
Finite-lived intangible assets, carrying value | 102,801 | ||||
Total identifiable intangible assets, cost | 155,609 | ||||
Total identifiable intangible assets, carrying value | 102,837 | $ 107,419 | |||
Amortization expense of intangible assets | 3,088 | $ 3,019 | $ 6,282 | $ 5,821 | |
Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived Intangible Assets | 36 | ||||
Merchant relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, cost | 142,671 | ||||
Finite-lived intangible assets, accumulated amortization | (48,533) | ||||
Finite-lived intangible assets, carrying value | $ 94,138 | ||||
Merchant relationships | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization life | 12 years | ||||
Merchant relationships | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization life | 20 years | ||||
Non-compete agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, cost | $ 1,720 | ||||
Finite-lived intangible assets, accumulated amortization | (768) | ||||
Finite-lived intangible assets, carrying value | $ 952 | ||||
Non-compete agreements | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization life | 2 years | ||||
Non-compete agreements | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization life | 5 years | ||||
Website and brand development costs | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, cost | $ 196 | ||||
Finite-lived intangible assets, accumulated amortization | (38) | ||||
Finite-lived intangible assets, carrying value | $ 158 | ||||
Website and brand development costs | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization life | 3 years | ||||
Website and brand development costs | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization life | 4 years | ||||
Trade names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, cost | $ 4,292 | ||||
Finite-lived intangible assets, accumulated amortization | (1,788) | ||||
Finite-lived intangible assets, carrying value | $ 2,504 | ||||
Trade names | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization life | 2 years | ||||
Trade names | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization life | 7 years | ||||
Residual buyouts | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, cost | $ 5,794 | ||||
Finite-lived intangible assets, accumulated amortization | (1,296) | ||||
Finite-lived intangible assets, carrying value | $ 4,498 | ||||
Residual buyouts | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization life | 2 years | ||||
Residual buyouts | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization life | 8 years | ||||
Referral and exclusivity agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, cost | $ 900 | ||||
Finite-lived intangible assets, accumulated amortization | (349) | ||||
Finite-lived intangible assets, carrying value | $ 551 | ||||
Referral and exclusivity agreements | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization life | 5 years | ||||
Referral and exclusivity agreements | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization life | 10 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 (six months remaining) | $ 5,946 |
2021 | 10,778 |
2022 | 9,633 |
2023 | 8,583 |
2024 | 7,972 |
Thereafter | 59,889 |
Finite-lived intangible assets, carrying value | $ 102,801 |
Long-Term Debt, Net - Summary o
Long-Term Debt, Net - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||
Debt issuance costs, net | $ (5,677) | $ (1,846) |
Total long-term debt, net of issuance costs | 123,227 | 139,298 |
Line of Credit | Revolving lines of credit to banks under the Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 19,000 | 141,144 |
Exchangeable Notes | 1% Exchangeable Senior Notes due 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 109,904 | $ 0 |
Debt issuance costs, net | $ (4,113) |
Long-Term Debt, Net - Additiona
Long-Term Debt, Net - Additional Information (Details) | Feb. 18, 2020USD ($)numberOfDays | Feb. 13, 2020USD ($)shares | Oct. 31, 2017USD ($) | Mar. 31, 2020USD ($)$ / shares | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($)$ / shares | Mar. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Oct. 30, 2017USD ($) |
Debt Instrument [Line Items] | |||||||||
Proceeds from borrowings on exchangeable notes | $ 138,000,000 | $ 0 | |||||||
Equity component of exchangeable notes, net of issuance costs and deferred taxes | $ 27,569,000 | ||||||||
Debt issuance costs, net | 5,677,000 | 5,677,000 | $ 1,846,000 | ||||||
Exchangeable notes, fair value | 107,469,000 | 107,469,000 | |||||||
Payments for note hedge transactions | $ 28,676,000 | 28,676,000 | 0 | ||||||
Proceeds from issuance of warrants | 14,669,000 | 0 | |||||||
Write off of unamortized debt issuance costs | 141,000 | 141,000 | 0 | ||||||
Debt issuance costs incurred | 152,000 | 152,000 | |||||||
Amortization of deferred debt issuance costs | 172,000 | $ 232,000 | 272,000 | $ 465,000 | |||||
Debt issuance costs | 4,245,000 | $ 4,245,000 | |||||||
Additional Paid-in Capital | |||||||||
Debt Instrument [Line Items] | |||||||||
Equity component of exchangeable notes, net of issuance costs and deferred taxes | 28,662,000 | $ 27,569,000 | |||||||
Class A Common Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Exchangeable notes, exchange price per share (in USD per share) | $ / shares | $ 40.87 | $ 40.87 | |||||||
Proceeds from issuance of warrants | $ 14,669,000 | ||||||||
Warrants outstanding (shares) | shares | 3,376,391 | ||||||||
Warrants sold in connection with the issuance of the Exchangeable notes (in USD per share) | $ / shares | $ 62.88 | $ 62.88 | |||||||
Term loans to bank under the Senior Secured Credit Facility | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Original principal amount | $ 40,000,000 | ||||||||
Senior Secured Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving line of credit borrowing capacity | $ 110,000,000 | ||||||||
Quarterly principal payment | $ 1,250,000 | ||||||||
Senior Secured Credit Facility | Line of Credit | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Unused commitment fee (percent) | 0.15% | ||||||||
Senior Secured Credit Facility | Line of Credit | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Unused commitment fee (percent) | 0.30% | ||||||||
Senior Secured Credit Facility | Line of Credit | Prime Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 0.50% | ||||||||
Senior Secured Credit Facility | Line of Credit | Prime Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 2.00% | ||||||||
Senior Secured Credit Facility | Line of Credit | 30-day LIBOR | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 2.75% | ||||||||
Senior Secured Credit Facility | Line of Credit | 30-day LIBOR | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 4.00% | ||||||||
2020 Senior Secured Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving line of credit borrowing capacity | 275,000,000 | ||||||||
Optional addition to borrowing capacity | 50,000,000 | ||||||||
Unused commitment fee (percent) | 0.25% | ||||||||
Remaining borrowing capacity | $ 256,000,000 | $ 256,000,000 | |||||||
Debt covenant, equity repurchase limit from employees, directors, officers or consultants | $ 3,000,000 | ||||||||
Debt covenant, dividend or distribution limit as percent of net cash proceeds from additional common equity issuance (percent) | 5.00% | ||||||||
Debt covenant, minimum consolidated interest coverage ratio | 3 | 3 | |||||||
Debt covenant, maximum total leverage ratio | 5 | 5 | |||||||
Debt covenant, increase to maximum total leverage ratio during leverage increase period | 0.25 | 0.25 | |||||||
Debt covenant, maximum consolidated senior secured leverage ratio | 3.25 | 3.25 | |||||||
Debt covenant, increase to maximum consolidated senior secured leverage ratio during leverage increase period | 0.25 | 0.25 | |||||||
2020 Senior Secured Credit Facility | Line of Credit | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Unused commitment fee (percent) | 0.15% | ||||||||
2020 Senior Secured Credit Facility | Line of Credit | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Unused commitment fee (percent) | 0.30% | ||||||||
2020 Senior Secured Credit Facility | Line of Credit | Maximum | Letter of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Unused commitment fee (percent) | 3.25% | ||||||||
2020 Senior Secured Credit Facility | Line of Credit | One, Two, Three or Six-month LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 2.75% | ||||||||
2020 Senior Secured Credit Facility | Line of Credit | One, Two, Three or Six-month LIBOR | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 2.25% | ||||||||
2020 Senior Secured Credit Facility | Line of Credit | One, Two, Three or Six-month LIBOR | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 3.25% | ||||||||
2020 Senior Secured Credit Facility | Line of Credit | Federal Funds Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 0.50% | ||||||||
2020 Senior Secured Credit Facility | Line of Credit | LIBOR plus 1% | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 1.00% | 0.75% | |||||||
2020 Senior Secured Credit Facility | Line of Credit | LIBOR plus 1% | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 0.25% | ||||||||
2020 Senior Secured Credit Facility | Line of Credit | LIBOR plus 1% | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 1.25% | ||||||||
1% Exchangeable Senior Notes due 2025 | Exchangeable Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Original principal amount | $ 138,000,000 | ||||||||
Stated interest rate (percent) | 1.00% | ||||||||
Proceeds from borrowings on exchangeable notes | $ 132,721,000 | ||||||||
Debt issuance costs, net | $ 4,113,000 | $ 4,113,000 | |||||||
Debt issuance costs incurred | 5,279,000 | ||||||||
Amortization of deferred debt issuance costs | $ 70,000 | $ 70,000 | |||||||
Debt issuance costs | 4,183,000 | ||||||||
1% Exchangeable Senior Notes due 2025 | Exchangeable Notes | Additional Paid-in Capital | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs | $ 1,096,000 | ||||||||
1% Exchangeable Senior Notes due 2025 | Exchangeable Notes | Class A Common Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Exchangeable notes, exchange rate, shares per $1000 | 24.4666 | ||||||||
1% Exchangeable Senior Notes due 2025 | Exchangeable Notes | In Event of Fundamental Change | |||||||||
Debt Instrument [Line Items] | |||||||||
Repurchase price as percent of face value of notes (percent) | 100.00% | ||||||||
1% Exchangeable Senior Notes due 2025 | Exchangeable Notes | February 20, 2023 to 47th Scheduled Trading Day Immediately Preceding the Maturity Date | |||||||||
Debt Instrument [Line Items] | |||||||||
Repurchase price as percent of face value of notes (percent) | 100.00% | ||||||||
1% Exchangeable Senior Notes due 2025 | Exchangeable Notes | February 20, 2023 to 47th Scheduled Trading Day Immediately Preceding the Maturity Date | Class A Common Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Threshold exchange price as percent of closing price per share to allow redemption (percent) | 130.00% | ||||||||
Threshold trading days closing price for stock must exceed exchange price | numberOfDays | 20 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 25, 2018 | |
Class of Stock [Line Items] | |||||
(Benefit from) Provision for income taxes | $ (2,062) | $ (136) | $ (1,913) | $ 129 | |
Percent of tax benefits payable to continuing equity owners | 85.00% | ||||
Tax benefits retained (percent) | 15.00% | ||||
Increase in net deferred tax assets | 3,086 | ||||
Increase Tax Receivable Agreement liability | $ 2,623 | ||||
Period of Payment to Continuing Equity Owners | 25 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 | $ 2,310 | 2,310 | |||
Class A Common Stock | Common Stock | |||||
Class of Stock [Line Items] | |||||
Redemption of common units in i3 Verticals, LLC (shares) | 510,016 | 101,642 | |||
Class B Common Stock | Common Stock | |||||
Class of Stock [Line Items] | |||||
Redemption of common units in i3 Verticals, LLC (shares) | (510,016) | (101,642) | |||
Continuing Equity Owner | Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Deferred tax asset recognized | $ 30,742 | 30,742 | |||
Tax benefits due to Continuing Equity Owners | $ 25,799 | $ 25,799 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Exchangeable notes, fair value | $ 107,469 | ||
Accrued Contingent Consideration | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance, beginning | 18,226 | $ 5,999 | |
Contingent consideration accrued at time of business combination | 0 | 4,605 | |
Change in the fair value of warrant liabilities, included in Other expenses | 12 | 2,153 | |
Contingent consideration paid | (6,477) | (4,194) | |
Balance, ending | 11,761 | $ 8,563 | |
Accrued Expenses and Other Current Liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Contingent consideration | 8,484 | $ 10,223 | |
Other Long-term Liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Contingent consideration | $ 3,277 | $ 8,003 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 640,000 | |||
Income tax benefits related to equity-based compensation | $ 193,000 | $ 0 | 341,000 | $ 0 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 2,510,000 | $ 1,363,000 | $ 4,634,000 | $ 2,314,000 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - 2018 Equity Incentive Award Plan - shares | Mar. 31, 2020 | Sep. 30, 2018 | May 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant under the plan (shares) | 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) | 36019000.00% | 4.00% |
Equity-Based Compensation - Fai
Equity-Based Compensation - Fair Value of Stock Option Awards (Details) - Stock Options | 6 Months Ended | 15 Months Ended |
Mar. 31, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility (percent) | 25.20% | 26.70% |
Expected dividend yield (percent) | 0.00% | 0.00% |
Expected term | 6 years | 6 years |
Risk-free interest rate (percent) | 1.50% | 2.50% |
Equity-Based Compensation - Sto
Equity-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding at beginning of period (shares) | 4,240,695 | ||
Granted (shares) | 1,094,000 | ||
Exercised (shares) | 166,709 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | (39,331) | ||
Outstanding at end of period (shares) | 5,128,655 | 5,128,655 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Outstanding at beginning of period, weighted average exercise price (in USD per share) | $ 21.08 | $ 21.08 | $ 18.33 |
Granted, weighted average exercise price (in USD per share) | 30.99 | ||
Exercised, weighted average exercise price (in USD per share) | 16.11 | ||
Forfeited, weighted average exercise price (in USD per share) | 22.12 | ||
Outstanding at end of period, weighted average exercise price (in USD per share) | $ 21.08 | 21.08 | $ 18.33 |
Granted, weighted average grant date fair value (in USD per share) | $ 8.58 | ||
Options exercisable at end of period (shares) | 911,560 | 911,560 | |
Unrecognized compensation expense related to unvested options at end of period | $ 21,484 | $ 21,484 | |
Period for recognition of unrecognized compensation cost | 2 years 2 months 12 days | ||
Fair value of stock options that vested | $ 1,477 | $ 3,228 |
Commitments and Contingencies -
Commitments and Contingencies -Operating Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating leases for office space and equipment | $ 675 | $ 532 | $ 1,416 | $ 1,025 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||||
2020 (six months remaining) | 1,290 | |||
2021 | 2,642 | |||
2022 | 2,299 | |||
2023 | 2,165 | |||
2024 | 1,659 | |||
Thereafter | 3,835 | |||
Total | $ 13,890 |
Commitments and Contingencies_2
Commitments and Contingencies - Minimum Fee Commitments (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 (six months remaining) | $ 1,625 |
2021 | 3,213 |
2022 | 2,780 |
2023 | 2,645 |
2024 | 450 |
Thereafter | 0 |
Total | $ 10,713 |
Commitments and Contingencies_3
Commitments and Contingencies - Loan Commitment (Details) - Third Party Sales Organization $ in Thousands | Mar. 31, 2020USD ($) |
Loan Commitment | |
Other Commitments [Line Items] | |
Commitments to third party sales organization | $ 3,500 |
Loan commitment for remainder of fiscal 2020 | 2,000 |
Loan commitment for fiscal year 2021 | 1,500 |
Buyout Commitment | |
Other Commitments [Line Items] | |
Commitments to third party sales organization | 29,000 |
Additional Buyout Consideration | |
Other Commitments [Line Items] | |
Commitments to third party sales organization | $ 9,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 25, 2018 | |
Related Party Transaction [Line Items] | |||||
Percent of tax benefits payable to continuing equity owners | 85.00% | ||||
Axia Tech | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Net revenue from related party | $ 22 | $ 20 | $ 44 | $ 38 | |
i3Verticals, LLC | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Ownership interest in Axia Tech (percent) | 2.00% | 2.00% | |||
Continuing Equity Owner | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Tax benefits due to Continuing Equity Owners | $ 25,799 | $ 25,799 | |||
Chief Executive Officer | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Ownership interest in Axia Tech (percent) | 10.50% | 10.50% | |||
Chief Financial Officer | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Ownership interest in Axia Tech (percent) | 0.40% | 0.40% |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2019 | |||
Segment Reporting Information [Line Items] | |||||||
Revenue | $ 39,178 | $ 85,394 | $ 80,289 | $ 170,262 | |||
Operating expenses | |||||||
Interchange and network fees | 0 | 54,685 | [1] | 0 | 110,514 | [1] | |
Other costs (benefits) of services | 11,955 | 10,193 | 24,873 | 19,983 | |||
Selling general and administrative | 20,786 | 14,319 | 40,073 | 26,835 | |||
Depreciation and amortization | 4,538 | 3,898 | 9,193 | 7,450 | |||
Change in fair value of contingent consideration | (142) | 2,502 | 12 | 2,153 | |||
Income (loss) from operations | 2,041 | (203) | 6,138 | 3,327 | |||
Processing margin | 32,393 | 24,259 | 65,890 | 47,347 | |||
Assets | 351,182 | 218,499 | 351,182 | 218,499 | $ 349,302 | ||
Goodwill | 167,054 | 104,651 | 167,054 | 104,651 | 168,284 | ||
Merchant Services | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 25,018 | 76,875 | 52,483 | 154,577 | |||
Operating expenses | |||||||
Interchange and network fees | 53,121 | 107,485 | |||||
Other costs (benefits) of services | 11,297 | 9,725 | 23,410 | 19,121 | |||
Selling general and administrative | 6,469 | 6,226 | 12,791 | 12,317 | |||
Depreciation and amortization | 2,861 | 2,917 | 5,808 | 5,699 | |||
Change in fair value of contingent consideration | (400) | (390) | (1,606) | (709) | |||
Income (loss) from operations | 4,791 | 5,276 | 12,080 | 10,664 | |||
Processing margin | 19,245 | 17,584 | 40,141 | 35,211 | |||
Assets | 200,159 | 152,851 | 200,159 | 152,851 | |||
Goodwill | 107,539 | 71,950 | 107,539 | 71,950 | 108,472 | ||
Residual expense | 5,524 | 3,555 | 11,068 | 7,240 | |||
Proprietary Software and Payments | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 14,691 | 8,519 | 28,747 | 15,685 | |||
Operating expenses | |||||||
Interchange and network fees | 1,564 | 3,029 | |||||
Other costs (benefits) of services | 1,188 | 468 | 2,403 | 862 | |||
Selling general and administrative | 7,717 | 3,675 | 15,653 | 6,662 | |||
Depreciation and amortization | 1,498 | 842 | 3,037 | 1,503 | |||
Change in fair value of contingent consideration | 258 | 2,892 | 1,618 | 2,862 | |||
Income (loss) from operations | 4,030 | (922) | 6,036 | 767 | |||
Processing margin | 13,675 | 6,675 | 26,684 | 12,136 | |||
Assets | 109,689 | 59,077 | 109,689 | 59,077 | |||
Goodwill | 59,515 | 32,701 | 59,515 | 32,701 | 59,812 | ||
Residual expense | 172 | 188 | 340 | 342 | |||
Other | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | (531) | 0 | (941) | 0 | |||
Operating expenses | |||||||
Interchange and network fees | 0 | 0 | |||||
Other costs (benefits) of services | (530) | 0 | (940) | 0 | |||
Selling general and administrative | 6,600 | 4,418 | 11,629 | 7,856 | |||
Depreciation and amortization | 179 | 139 | 348 | 248 | |||
Change in fair value of contingent consideration | 0 | 0 | 0 | 0 | |||
Income (loss) from operations | (6,780) | (4,557) | (11,978) | (8,104) | |||
Processing margin | (527) | 0 | (935) | 0 | |||
Assets | 41,334 | 6,571 | 41,334 | 6,571 | |||
Goodwill | 0 | 0 | 0 | 0 | $ 0 | ||
Residual expense | $ (526) | $ 0 | $ (934) | $ 0 | |||
[1] | Effective October 1, 2019, the Company's revenues are presented net of interchange and network fees in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers . See Note 2 to our condensed consolidated financial statements for a description of the recently adopted accounting pronouncement. |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details) - i3Verticals, LLC | Mar. 31, 2020shares |
Noncontrolling Interest [Line Items] | |
Non-controlling interest, common units (shares) | 15,038,918 |
Non-controlling interest, ownership interest (percent) | 54.80% |
Earnings Per Share, Basic (Deta
Earnings Per Share, Basic (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator | ||||||
Net loss (income) | $ 1,919 | $ 1,934 | $ (1,222) | $ 2,351 | $ 3,853 | $ 1,129 |
Less: Net income (loss) attributable to non-controlling interests | 1,182 | (120) | 3,265 | 2,053 | ||
Net income (loss) attributable to i3 Verticals, Inc. | $ 737 | $ (1,102) | $ 588 | $ (924) | ||
Denominator | ||||||
Weighted average shares of Class A common stock outstanding (shares) | 14,456,970 | 8,887,050 | 14,344,768 | 8,849,431 | ||
Basic net income (loss) per share (in USD per share) | $ 0.05 | $ (0.12) | $ 0.04 | $ (0.10) | ||
Class A Common Stock | ||||||
Numerator | ||||||
Net loss (income) | $ 1,919 | $ (1,222) | $ 3,853 | $ 1,129 | ||
Less: Net income (loss) attributable to non-controlling interests | 1,182 | (120) | 3,265 | 2,053 | ||
Net income (loss) attributable to i3 Verticals, Inc. | $ 737 | $ (1,102) | $ 588 | $ (924) | ||
Denominator | ||||||
Weighted average shares of Class A common stock outstanding (shares) | 14,456,970 | 8,887,050 | 14,344,768 | 8,849,431 |
Earnings Per Share, Diluted (De
Earnings Per Share, Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator | ||||
Net income (loss) attributable to i3 Verticals, Inc. | $ 737 | $ (1,102) | $ 588 | $ (924) |
Denominator | ||||
Weighted average shares of Class A common stock outstanding (shares) | 14,456,970 | 8,887,050 | 14,344,768 | 8,849,431 |
Weighted average shares of Class A common stock outstanding - diluted (shares) | 16,106,757 | 8,887,050 | 15,778,077 | 8,849,431 |
Diluted net income per share (in USD per share) | $ 0.05 | $ (0.12) | $ 0.04 | $ (0.10) |
Class A Common Stock | ||||
Numerator | ||||
Net income (loss) attributable to i3 Verticals, Inc. | $ 737 | $ (1,102) | $ 588 | $ (924) |
Denominator | ||||
Weighted average shares of Class A common stock outstanding (shares) | 14,456,970 | 8,887,050 | 14,344,768 | 8,849,431 |
Weighted average effect of dilutive securities (shares) | 1,649,787 | 1,433,309 | ||
Weighted average shares of Class A common stock outstanding - diluted (shares) | 16,106,757 | 15,778,077 |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Securities (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
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 | $ 62.88 | ||
Restricted Class A Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 215,564 | 277,758 | 228,872 | 277,758 |
Class B Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 12,769,568 | 17,112,164 | 12,846,018 | |
Out-of-the-Money Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 959,000 | 1,054,000 | ||
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 1,012,916 | 884,823 | ||
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 (shares) | 30,500 | 33,000 |
Significant Non-cash Transact_3
Significant Non-cash Transactions (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | ||
Acquisition date fair value of contingent consideration in connection with business combinations | $ 0 | $ 4,605 |
Issuance of Exchangeable Notes and related Note Hedge Transactions and Warrants | $ 270 | $ 0 |