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10-K
|
0000897101-18-000213
|
2018-03-09T11:24:17+00:00
|
20171231
|
CYBEROPTICS CORP
|
Recognition of the deferred tax liability for the undistributed earnings of our subsidiary in Singapore impacted our effective tax rate by a negative 32.2% in 2016. Receipt of a dividend from our subsidiary in Singapore impacted our income tax rate by a negative
|
[
{
"Currency / Unit": "pure",
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"End date for period": "2016-12-31",
"Label": "cybe:EffectiveIncomeTaxRateReconciliationEarningAndDividendsOfForeignAffiliatePercent",
"Start character": 150,
"Start date for period": "2016-01-01",
"Value": 0.322
}
] |
10-K
|
0000897101-18-000213
|
2018-03-09T11:24:17+00:00
|
20171231
|
CYBEROPTICS CORP
|
The remaining valuation allowances recorded against our deferred tax assets increased by $520,000 in 2017 for federal and state R&D tax credit carry forwards and state net operating loss carry forwards that we do expect to use. Valuation allowances recorded against our deferred tax assets decreased by $9.6 million in 2016 from utilization of available net operating loss carry forwards and our determination that significant valuation allowances were no longer needed for substantially all of our U.S. and Singapore based deferred tax assets, due to the improvement in our operating results and financial outlook. At December 31, 2017, we have federal R&D tax credit carry forwards of $
|
[
{
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"End character": 307,
"End date for period": "2016-12-31",
"Label": "us-gaap:ValuationAllowanceDeferredTaxAssetChangeInAmount",
"Start character": 304,
"Start date for period": "2016-01-01",
"Value": 9600000
}
] |
10-K
|
0000897101-18-000213
|
2018-03-09T11:24:17+00:00
|
20171231
|
CYBEROPTICS CORP
|
During 2016, we concluded that it was no longer our intent to permanently reinvest the undistributed earnings of our Singapore subsidiary, and we recognized the corresponding U.S. deferred tax liability for the related outside basis difference. Under the Tax Reform Act passed by the U.S. Congress in December 2017, the prior system of taxing U.S. corporations on the foreign earnings of their non-U.S. affiliates when such earnings were repatriated was replaced with a partial territorial system that provides a 100% dividends-received-deduction for foreign-source dividends received from 10%-or-more owned foreign corporations. Accordingly, the previously recorded deferred tax liability for the outside basis difference related to our Singapore subsidiary was reversed.
|
[
{
"Currency / Unit": "pure",
"End character": 516,
"End date for period": "2017-12-31",
"Label": "cybe:PercentageOfDividendsReceivedDeductionForForeignSourceDividendsReceivedFrom10PercentOrMoreOwnedForeignCorporations",
"Start character": 513,
"Start date for period": "2017-01-01",
"Value": 1
},
{
"Currency / Unit": "pure",
"End character": 592,
"End date for period": "2017-12-31",
"Label": "cybe:MinimumOwnershipPercentageInForeignCorporationsForForeignSourceDividendsDeduction",
"Start character": 590,
"Start date for period": "2017-01-01",
"Value": 0.1
}
] |
10-K
|
0000897101-18-000213
|
2018-03-09T11:24:17+00:00
|
20171231
|
CYBEROPTICS CORP
|
Under the Tax Reform Act passed by the U.S. Congress in December 2017, the prior system of taxing U.S. corporations on the foreign earnings of their non-U.S. affiliates when such earnings were repatriated was replaced with a partial territorial system that provides a 100% dividends-received-deduction for foreign-source dividends received from 10%-or-more owned foreign corporations. Accordingly, the previously recorded deferred tax liability for the outside basis difference related to our Singapore subsidiary was reversed.
|
[
{
"Currency / Unit": "pure",
"End character": 271,
"End date for period": "2017-12-31",
"Label": "cybe:PercentageOfDividendsReceivedDeductionForForeignSourceDividendsReceivedFrom10PercentOrMoreOwnedForeignCorporations",
"Start character": 268,
"Start date for period": "2017-01-01",
"Value": 1
},
{
"Currency / Unit": "pure",
"End character": 347,
"End date for period": "2017-12-31",
"Label": "cybe:MinimumOwnershipPercentageInForeignCorporationsForForeignSourceDividendsDeduction",
"Start character": 345,
"Start date for period": "2017-01-01",
"Value": 0.1
}
] |
10-K
|
0000897101-18-000213
|
2018-03-09T11:24:17+00:00
|
20171231
|
CYBEROPTICS CORP
|
Rent expense was $1.3 million in 2017, $1.3 million in 2016, and $1.2 million in 2015. At December 31, 2017, the future minimum lease payments required under non-cancelable operating lease agreements are as follows:
|
[
{
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"End character": 21,
"End date for period": "2017-12-31",
"Label": "us-gaap:LeaseAndRentalExpense",
"Start character": 18,
"Start date for period": "2017-01-01",
"Value": 1300000
},
{
"Currency / Unit": "USD",
"End character": 43,
"End date for period": "2017-12-31",
"Label": "us-gaap:LeaseAndRentalExpense",
"Start character": 40,
"Start date for period": "2017-01-01",
"Value": 1300000
},
{
"Currency / Unit": "USD",
"End character": 69,
"End date for period": "2015-12-31",
"Label": "us-gaap:LeaseAndRentalExpense",
"Start character": 66,
"Start date for period": "2015-01-01",
"Value": 1200000
}
] |
10-K
|
0000897101-18-000213
|
2018-03-09T11:24:17+00:00
|
20171231
|
CYBEROPTICS CORP
|
$1.2 million in 2015. At December 31, 2017, the future minimum lease payments required under non-cancelable operating lease agreements are as follows:
|
[
{
"Currency / Unit": "USD",
"End character": 4,
"End date for period": "2015-12-31",
"Label": "us-gaap:LeaseAndRentalExpense",
"Start character": 1,
"Start date for period": "2015-01-01",
"Value": 1200000
}
] |
10-K
|
0000897101-18-000213
|
2018-03-09T11:24:17+00:00
|
20171231
|
CYBEROPTICS CORP
|
Export sales as a percentage of total sales was 71% in 2017, 81% in 2016 and 72% in 2015. Export sales are attributed to the country where the product is shipped. Substantially all of our export sales are negotiated, invoiced and paid in U.S. dollars.
|
[
{
"Currency / Unit": "pure",
"End character": 50,
"End date for period": "2017-12-31",
"Label": "cybe:RevenueExportSalesPercentage",
"Start character": 48,
"Start date for period": "2017-01-01",
"Value": 0.71
},
{
"Currency / Unit": "pure",
"End character": 63,
"End date for period": "2016-12-31",
"Label": "cybe:RevenueExportSalesPercentage",
"Start character": 61,
"Start date for period": "2016-01-01",
"Value": 0.81
},
{
"Currency / Unit": "pure",
"End character": 79,
"End date for period": "2015-12-31",
"Label": "cybe:RevenueExportSalesPercentage",
"Start character": 77,
"Start date for period": "2015-01-01",
"Value": 0.72
}
] |
10-K
|
0000897101-18-000213
|
2018-03-09T11:24:17+00:00
|
20171231
|
CYBEROPTICS CORP
|
In October 2017, our Board of Directors adopted a program authorizing the purchase of up to $3.0 million of shares of our common stock. The common stock will be acquired from time to time in open market transactions, block purchases and other transactions complying with Rule 10b-18 of the Securities and Exchange Commission. The share repurchase program will terminate on September 30, 2018. In 2017, we spent $240,000 to repurchase 15,000 shares of our common stock.
|
[
{
"Currency / Unit": "USD",
"End character": 96,
"End date for period": "2017-10-31",
"Label": "us-gaap:StockRepurchaseProgramAuthorizedAmount1",
"Start character": 93,
"Start date for period": "2017-10-31",
"Value": 3000000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
September 30, 2018, the Continuing Equity Owners owned Common Units in i3 Verticals, LLC representing approximately 65.4% of the economic interest in i3 Verticals, LLC, shares of Class A common stock in the Company representing approximately 0.9% of the economic interest and voting power in the Company, and shares of Class B common stock in i3 Verticals, Inc., representing approximately 65.4% of the voting power in the Company.
|
[
{
"Currency / Unit": "pure",
"End character": 120,
"End date for period": "2018-09-30",
"Label": "iiiv:ShareholdersOwnershipPercentage",
"Start character": 116,
"Start date for period": "2018-09-30",
"Value": 0.654
},
{
"Currency / Unit": "pure",
"End character": 245,
"End date for period": "2018-09-30",
"Label": "iiiv:ShareholdersOwnershipPercentage",
"Start character": 242,
"Start date for period": "2018-09-30",
"Value": 0.009000000000000001
},
{
"Currency / Unit": "pure",
"End character": 394,
"End date for period": "2018-09-30",
"Label": "iiiv:ShareholdersOwnershipPercentage",
"Start character": 390,
"Start date for period": "2018-09-30",
"Value": 0.654
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Accounts receivable consist primarily of uncollateralized credit card processing residual payments due from processing banks requiring payment within thirty days following the end of each month. Accounts receivable also include amounts due from the sales of the Company’s technology solutions to its customers. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts, if necessary, which reflects management’s best estimate of the amounts that will not be collected. The allowance is estimated based on management’s knowledge of its customers, historical loss experience and existing economic conditions. Accounts receivable and the allowance are written-off when, in management’s opinion, all collection efforts have been exhausted. The Company’s allowance for doubtful accounts was $205 and $211 as of September 30, 2018 and 2017, respectively; however, actual write-offs may exceed estimated amounts.
|
[
{
"Currency / Unit": "USD",
"End character": 824,
"End date for period": "2018-09-30",
"Label": "us-gaap:AllowanceForDoubtfulAccountsReceivable",
"Start character": 821,
"Start date for period": "2018-09-30",
"Value": 205000
},
{
"Currency / Unit": "USD",
"End character": 833,
"End date for period": "2017-09-30",
"Label": "us-gaap:AllowanceForDoubtfulAccountsReceivable",
"Start character": 830,
"Start date for period": "2017-09-30",
"Value": 211000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Settlement assets and obligations result when funds are temporarily held or owed by the Company on behalf of merchants, consumers, schools, and other institutions. Timing differences, interchange expense, merchant reserves and exceptional items cause differences between the amount received from the card networks and the amount funded to counterparties. These balances arising in the settlement process are reflected as settlement assets and obligations on the accompanying consolidated balance sheets. With the exception of merchant reserves, settlement assets or settlement obligations are generally collected and paid within one to four days. As of September 30, 2018 and 2017, settlement assets and settlement obligations were both $863 and $5,196, respectively.
|
[
{
"Currency / Unit": "USD",
"End character": 741,
"End date for period": "2018-09-30",
"Label": "us-gaap:SettlementAssetsCurrent",
"Start character": 738,
"Start date for period": "2018-09-30",
"Value": 863000
},
{
"Currency / Unit": "USD",
"End character": 752,
"End date for period": "2017-09-30",
"Label": "us-gaap:SettlementAssetsCurrent",
"Start character": 747,
"Start date for period": "2017-09-30",
"Value": 5196000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Inventories consist of point-of-sale equipment to be sold to customers and are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Inventories were $930 and $454 at September 30, 2018 and 2017, respectively, and are included within prepaid expenses and other current assets on the accompanying consolidated balance sheets.
|
[
{
"Currency / Unit": "USD",
"End character": 194,
"End date for period": "2018-09-30",
"Label": "us-gaap:InventoryNet",
"Start character": 191,
"Start date for period": "2018-09-30",
"Value": 930000
},
{
"Currency / Unit": "USD",
"End character": 203,
"End date for period": "2017-09-30",
"Label": "us-gaap:InventoryNet",
"Start character": 200,
"Start date for period": "2017-09-30",
"Value": 454000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
The operating results of an acquisition are included in the consolidated statements of operations from the date of such acquisition. Acquisitions completed during the year ended September 30, 2018 contributed $24,568 and $1,782 of revenue and net income, respectively, to the results in the Company's consolidated statements of operations for the year then ended.
|
[
{
"Currency / Unit": "USD",
"End character": 216,
"End date for period": "2018-09-30",
"Label": "us-gaap:BusinessCombinationProFormaInformationRevenueOfAcquireeSinceAcquisitionDateActual",
"Start character": 210,
"Start date for period": "2017-10-01",
"Value": 24568000
},
{
"Currency / Unit": "USD",
"End character": 227,
"End date for period": "2018-09-30",
"Label": "us-gaap:BusinessCombinationProFormaInformationEarningsOrLossOfAcquireeSinceAcquisitionDateActual",
"Start character": 222,
"Start date for period": "2017-10-01",
"Value": 1782000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
More than 85% of the Company's gross revenue for the years ended September 30, 2018, 2017 and 2016 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.
|
[
{
"Currency / Unit": "pure",
"End character": 12,
"End date for period": "2018-09-30",
"Label": "us-gaap:ConcentrationRiskPercentage1",
"Start character": 10,
"Start date for period": "2017-10-01",
"Value": 0.85
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Advertising and promotion costs are expensed as incurred. Advertising expense was $765, $654 and $413 for the years ended September 30, 2018, 2017 and 2016, respectively, and is included in selling, general and administrative expenses in the Consolidated Statements of Operations.
|
[
{
"Currency / Unit": "USD",
"End character": 86,
"End date for period": "2018-09-30",
"Label": "us-gaap:AdvertisingExpense",
"Start character": 83,
"Start date for period": "2017-10-01",
"Value": 765000
},
{
"Currency / Unit": "USD",
"End character": 92,
"End date for period": "2017-09-30",
"Label": "us-gaap:AdvertisingExpense",
"Start character": 89,
"Start date for period": "2016-10-01",
"Value": 654000
},
{
"Currency / Unit": "USD",
"End character": 101,
"End date for period": "2016-09-30",
"Label": "us-gaap:AdvertisingExpense",
"Start character": 98,
"Start date for period": "2015-10-01",
"Value": 413000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Equity-based compensation was $1,567 for the year ended September 30, 2018. There was no equity-based compensation for the years ended September 30, 2017 and 2016.
|
[
{
"Currency / Unit": "USD",
"End character": 36,
"End date for period": "2018-09-30",
"Label": "us-gaap:AllocatedShareBasedCompensationExpense",
"Start character": 31,
"Start date for period": "2017-10-01",
"Value": 1567000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
As of September 30, 2017, there were in the aggregate 1,423,688 of warrants (the “Mezzanine Warrants”) outstanding and exercisable to purchase common units in i3 Verticals, LLC related to the issuance of the Mezzanine Notes. The Mezzanine Warrants were mandatorily redeemable and embody a conditional obligation to redeem the instrument by a transfer of assets. The Mezzanine Warrants were remeasured at each reporting date through the settlement of the instrument and changes in value were reflected in earnings.
|
[
{
"Currency / Unit": "shares",
"End character": 63,
"End date for period": "2017-09-30",
"Label": "us-gaap:ClassOfWarrantOrRightOutstanding",
"Start character": 54,
"Start date for period": "2017-09-30",
"Value": 1423688
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
The change in fair value of the warrant liabilities was an increase of $8,487 and a reduction of $415 and $28 for the years ended September 30, 2018, 2017 and 2016, respectively.
|
[
{
"Currency / Unit": "USD",
"End character": 77,
"End date for period": "2018-09-30",
"Label": "us-gaap:FairValueAdjustmentOfWarrants",
"Start character": 72,
"Start date for period": "2017-10-01",
"Value": 8487000
},
{
"Currency / Unit": "USD",
"End character": 101,
"End date for period": "2017-09-30",
"Label": "us-gaap:FairValueAdjustmentOfWarrants",
"Start character": 98,
"Start date for period": "2016-10-01",
"Value": -415000
},
{
"Currency / Unit": "USD",
"End character": 109,
"End date for period": "2016-09-30",
"Label": "us-gaap:FairValueAdjustmentOfWarrants",
"Start character": 107,
"Start date for period": "2015-10-01",
"Value": -28000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
The fair market value of the warrants was $767 as of September 30, 2017. On June 25, 2018, in conjunction with the Reorganization Transactions described in Note 1, all existing Mezzanine Warrants were exercised for common units in i3 Verticals, LLC. See Note 9 for additional discussion of the Mezzanine Warrants.
|
[
{
"Currency / Unit": "USD",
"End character": 46,
"End date for period": "2017-09-30",
"Label": "us-gaap:WarrantsAndRightsOutstanding",
"Start character": 43,
"Start date for period": "2017-09-30",
"Value": 767000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
During the years ended September 30, 2018 and 2017, the Company purchased $1,567 and $476, respectively, 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 an estimated amortization period of two years.
|
[
{
"Currency / Unit": "USD",
"End character": 80,
"End date for period": "2018-09-30",
"Label": "us-gaap:FinitelivedIntangibleAssetsAcquired1",
"Start character": 75,
"Start date for period": "2017-10-01",
"Value": 1567000
},
{
"Currency / Unit": "USD",
"End character": 89,
"End date for period": "2017-09-30",
"Label": "us-gaap:FinitelivedIntangibleAssetsAcquired1",
"Start character": 86,
"Start date for period": "2016-10-01",
"Value": 476000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Effective March 31, 2017, the Company acquired a payment portfolio in an asset acquisition. The acquisition was completed to expand the Company’s merchant base. Total purchase consideration was $1,156, including $56 in acquisition-related costs, which was funded using a combination of cash on hand and long-term debt. The purchase consideration of the acquired assets was allocated based on the relative fair values to the merchant relationships intangible asset. The acquired merchant relationships intangible asset has an estimated amortization period of fifteen years.
|
[
{
"Currency / Unit": "USD",
"End character": 200,
"End date for period": "2017-03-31",
"Label": "us-gaap:BusinessCombinationConsiderationTransferred1",
"Start character": 195,
"Start date for period": "2017-03-31",
"Value": 1156000
},
{
"Currency / Unit": "USD",
"End character": 215,
"End date for period": "2017-03-31",
"Label": "us-gaap:BusinessCombinationAcquisitionRelatedCosts",
"Start character": 213,
"Start date for period": "2017-03-31",
"Value": 56000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
From time to time, the Company enters into referral agreements with agent banks or other organizations (“referral partner”). Under these agreements, the referral partner exclusively refers its customers to the Company for credit card processing services. Total consideration paid for these agreements in the year ended September 30, 2018 was $815, all of which was settled with cash on hand. Because the Company pays an up-front fee to compensate the referral partner, the amount is treated as an asset acquisition in which the Company has acquired an intangible stream of referrals. This asset is amortized over a straight-line period. The weighted-average amortization period for all intangibles acquired is five years.
|
[
{
"Currency / Unit": "USD",
"End character": 346,
"End date for period": "2018-09-30",
"Label": "us-gaap:FinitelivedIntangibleAssetsAcquired1",
"Start character": 343,
"Start date for period": "2017-10-01",
"Value": 815000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Effective April 1, 2016, the Company acquired certain assets of Axia Payments, LLC (“Axia”), a privately-held company engaged in business similar to the Company. The acquisition was completed to increase the Company's revenue and merchant base and to provide another strategic processing partner. Net purchase consideration was $28,565, which includes $665 of common units issued to the seller and cash payment which was funded using proceeds from the issuance of long-term debt.
|
[
{
"Currency / Unit": "USD",
"End character": 335,
"End date for period": "2016-04-01",
"Label": "us-gaap:BusinessCombinationConsiderationTransferred1",
"Start character": 329,
"Start date for period": "2016-04-01",
"Value": 28565000
},
{
"Currency / Unit": "USD",
"End character": 356,
"End date for period": "2016-04-01",
"Label": "us-gaap:BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable",
"Start character": 353,
"Start date for period": "2016-04-01",
"Value": 665000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
The Company completed the acquisitions of the three other businesses to expand the Company’s revenue within the integrated point-of-sale market and to provide additional service to the Company’s customers. Total purchase consideration for the three acquisitions was $5,857, including $4,377 in cash and revolving line of credit proceeds and $1,480 of contingent cash consideration.
|
[
{
"Currency / Unit": "USD",
"End character": 272,
"End date for period": "2016-09-30",
"Label": "us-gaap:BusinessCombinationConsiderationTransferred1",
"Start character": 267,
"Start date for period": "2015-10-01",
"Value": 5857000
},
{
"Currency / Unit": "USD",
"End character": 290,
"End date for period": "2016-09-30",
"Label": "us-gaap:PaymentsToAcquireBusinessesGross",
"Start character": 285,
"Start date for period": "2015-10-01",
"Value": 4377000
},
{
"Currency / Unit": "USD",
"End character": 347,
"End date for period": "2016-09-30",
"Label": "us-gaap:BusinessCombinationConsiderationTransferredLiabilitiesIncurred",
"Start character": 342,
"Start date for period": "2015-10-01",
"Value": 1480000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
The goodwill associated with the acquisitions of the three other businesses is tax-deductible. The weighted-average amortization period for all intangibles acquired is fourteen years. Acquisition-related costs for the three other businesses amounted to approximately $201 and were expensed as incurred.
|
[
{
"Currency / Unit": "USD",
"End character": 271,
"End date for period": "2016-09-30",
"Label": "us-gaap:BusinessCombinationAcquisitionRelatedCosts",
"Start character": 268,
"Start date for period": "2015-10-01",
"Value": 201000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Certain provisions in the purchase agreement for one of the three other businesses provided for additional consideration of up to $3,250, in the aggregate, to be paid based upon the achievement of specified financial performance targets, as defined in the purchase agreement, through December 2018. 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 reassesses its current estimates of performance relative to the targets and adjusts the contingent liability to its fair value through earnings. See additional disclosures in Note 11.
|
[
{
"Currency / Unit": "USD",
"End character": 136,
"End date for period": "2016-09-30",
"Label": "us-gaap:BusinessCombinationContingentConsiderationArrangementsRangeOfOutcomesValueHigh",
"Start character": 131,
"Start date for period": "2016-09-30",
"Value": 3250000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Effective August 1, 2017, the Company acquired certain assets and assumed certain liabilities of Fairway Payments, LLC (“Fairway”), a privately-held company engaged in business similar to the Company. The acquisition was completed to add independent software vendor distribution partners, to increase the Company's presence in the healthcare and non-profit verticals and to provide another vendor for the Company's payment processing services. Net purchase consideration was $39,275, which includes $275 of common units issued to the seller and cash payment which was funded using proceeds from the issuance of long-term debt and from proceeds from the issuance of Class A units in i3 Verticals, LLC.
|
[
{
"Currency / Unit": "USD",
"End character": 482,
"End date for period": "2017-08-01",
"Label": "us-gaap:BusinessCombinationConsiderationTransferred1",
"Start character": 476,
"Start date for period": "2017-08-01",
"Value": 39275000
},
{
"Currency / Unit": "USD",
"End character": 503,
"End date for period": "2017-08-01",
"Label": "us-gaap:BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable",
"Start character": 500,
"Start date for period": "2017-08-01",
"Value": 275000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
The goodwill associated with the acquisitions of the two other businesses is tax-deductible. The weighted-average amortization period for all intangibles acquired is fifteen years. Acquisition-related costs for the two other businesses amounted to approximately $184 and were expensed as incurred.
|
[
{
"Currency / Unit": "USD",
"End character": 266,
"End date for period": "2017-09-30",
"Label": "us-gaap:BusinessCombinationAcquisitionRelatedCosts",
"Start character": 263,
"Start date for period": "2016-10-01",
"Value": 184000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Certain provisions in the purchase agreement for one of the two other businesses provided for additional consideration of up to $4,700, in the aggregate, to be paid based upon the achievement of specified financial performance targets, as defined in the purchase agreement, through December 2019. 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 reassesses its current estimates of performance relative to the targets and adjusts the contingent liability to its fair value through earnings. See additional disclosures in Note 11.
|
[
{
"Currency / Unit": "USD",
"End character": 134,
"End date for period": "2017-09-30",
"Label": "us-gaap:BusinessCombinationContingentConsiderationArrangementsRangeOfOutcomesValueHigh",
"Start character": 129,
"Start date for period": "2017-09-30",
"Value": 4700000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
On October 31, 2017, the Company closed an agreement to purchase all of the outstanding stock of San Diego Cash Register Company, Inc. (“SDCR, Inc.”). The acquisition was completed to expand the Company's revenue within the integrated POS market. Total purchase consideration was $20,834, which includes $104 of common units in i3 Verticals, LLC issued to the seller. The acquisition was funded using $20,000 in proceeds from
|
[
{
"Currency / Unit": "USD",
"End character": 287,
"End date for period": "2017-10-31",
"Label": "us-gaap:BusinessCombinationConsiderationTransferred1",
"Start character": 281,
"Start date for period": "2017-10-31",
"Value": 20834000
},
{
"Currency / Unit": "USD",
"End character": 308,
"End date for period": "2017-10-31",
"Label": "us-gaap:BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable",
"Start character": 305,
"Start date for period": "2017-10-31",
"Value": 104000
},
{
"Currency / Unit": "USD",
"End character": 408,
"End date for period": "2017-10-31",
"Label": "us-gaap:PaymentsToAcquireBusinessesGross",
"Start character": 402,
"Start date for period": "2017-10-31",
"Value": 20000000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Certain provisions in the purchase agreement provide for additional consideration of up to $2,400, in the aggregate, to be paid based upon the achievement of specified financial performance targets, as defined in the purchase agreement, through October 2019. 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 reassesses its current estimates of performance relative to the targets and adjusts the contingent liability to its fair value through earnings. See additional disclosures in Note 11.
|
[
{
"Currency / Unit": "USD",
"End character": 97,
"End date for period": "2017-10-31",
"Label": "us-gaap:BusinessCombinationContingentConsiderationArrangementsRangeOfOutcomesValueHigh",
"Start character": 92,
"Start date for period": "2017-10-31",
"Value": 2400000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
The Company completed the acquisitions of the three other businesses to expand the Company's merchant base. Total purchase consideration for the three acquisitions was $15,604, including $13,700 in cash and revolving line of credit proceeds, $550 of restricted Class A common stock and $1,354 of contingent cash consideration. The purchase price allocations assigned for certain of these acquisitions are preliminary.
|
[
{
"Currency / Unit": "USD",
"End character": 175,
"End date for period": "2018-09-30",
"Label": "us-gaap:BusinessCombinationConsiderationTransferred1",
"Start character": 169,
"Start date for period": "2017-10-01",
"Value": 15604000
},
{
"Currency / Unit": "USD",
"End character": 194,
"End date for period": "2018-09-30",
"Label": "us-gaap:PaymentsToAcquireBusinessesGross",
"Start character": 188,
"Start date for period": "2017-10-01",
"Value": 13700000
},
{
"Currency / Unit": "USD",
"End character": 246,
"End date for period": "2018-09-30",
"Label": "us-gaap:BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable",
"Start character": 243,
"Start date for period": "2017-10-01",
"Value": 550000
},
{
"Currency / Unit": "USD",
"End character": 292,
"End date for period": "2018-09-30",
"Label": "us-gaap:BusinessCombinationConsiderationTransferredLiabilitiesIncurred",
"Start character": 287,
"Start date for period": "2017-10-01",
"Value": 1354000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Acquisition-related costs for the three other businesses amounted to approximately $233 and were expensed as incurred.
|
[
{
"Currency / Unit": "USD",
"End character": 87,
"End date for period": "2018-09-30",
"Label": "us-gaap:BusinessCombinationAcquisitionRelatedCosts",
"Start character": 84,
"Start date for period": "2017-10-01",
"Value": 233000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Certain provisions in the purchase agreements for the three other businesses provide for additional consideration of up to $11,800, 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 January 2020. The Company determined the acquisition date fair values of the liabilities for the contingent consideration based on discounted cash flow analyses. In each subsequent reporting period, the Company will reassess its current estimates of performance relative to the targets and adjust the contingent liabilities to their fair values through earnings. See additional disclosures in Note 11.
|
[
{
"Currency / Unit": "USD",
"End character": 130,
"End date for period": "2018-09-30",
"Label": "us-gaap:BusinessCombinationContingentConsiderationArrangementsRangeOfOutcomesValueHigh",
"Start character": 124,
"Start date for period": "2018-09-30",
"Value": 11800000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Depreciation expense for the years ended September 30, 2018, 2017 and 2016 amounted to $802, $875 and $648, respectively.
|
[
{
"Currency / Unit": "USD",
"End character": 91,
"End date for period": "2018-09-30",
"Label": "us-gaap:Depreciation",
"Start character": 88,
"Start date for period": "2017-10-01",
"Value": 802000
},
{
"Currency / Unit": "USD",
"End character": 97,
"End date for period": "2017-09-30",
"Label": "us-gaap:Depreciation",
"Start character": 94,
"Start date for period": "2016-10-01",
"Value": 875000
},
{
"Currency / Unit": "USD",
"End character": 106,
"End date for period": "2016-09-30",
"Label": "us-gaap:Depreciation",
"Start character": 103,
"Start date for period": "2015-10-01",
"Value": 648000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
The Company capitalized software development costs (including acquisitions) totaling $1,292 and $1,452 during the years ended September 30, 2018 and 2017, respectively. Amortization expense for capitalized software development costs amounted to $1,696, $1,541 and $1,223 during the years ended September 30, 2018, 2017 and 2016, respectively.
|
[
{
"Currency / Unit": "USD",
"End character": 91,
"End date for period": "2018-09-30",
"Label": "us-gaap:CapitalizedComputerSoftwareAdditions",
"Start character": 86,
"Start date for period": "2017-10-01",
"Value": 1292000
},
{
"Currency / Unit": "USD",
"End character": 102,
"End date for period": "2017-09-30",
"Label": "us-gaap:CapitalizedComputerSoftwareAdditions",
"Start character": 97,
"Start date for period": "2016-10-01",
"Value": 1452000
},
{
"Currency / Unit": "USD",
"End character": 251,
"End date for period": "2018-09-30",
"Label": "us-gaap:CapitalizedComputerSoftwareAmortization1",
"Start character": 246,
"Start date for period": "2017-10-01",
"Value": 1696000
},
{
"Currency / Unit": "USD",
"End character": 259,
"End date for period": "2017-09-30",
"Label": "us-gaap:CapitalizedComputerSoftwareAmortization1",
"Start character": 254,
"Start date for period": "2016-10-01",
"Value": 1541000
},
{
"Currency / Unit": "USD",
"End character": 270,
"End date for period": "2016-09-30",
"Label": "us-gaap:CapitalizedComputerSoftwareAmortization1",
"Start character": 265,
"Start date for period": "2015-10-01",
"Value": 1223000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Amortization expense for intangible assets amounted to $9,341, $7,669 and $8,027 during the years ended September 30, 2018, 2017 and 2016, respectively.
|
[
{
"Currency / Unit": "USD",
"End character": 61,
"End date for period": "2018-09-30",
"Label": "us-gaap:AmortizationOfIntangibleAssets",
"Start character": 56,
"Start date for period": "2017-10-01",
"Value": 9341000
},
{
"Currency / Unit": "USD",
"End character": 69,
"End date for period": "2017-09-30",
"Label": "us-gaap:AmortizationOfIntangibleAssets",
"Start character": 64,
"Start date for period": "2016-10-01",
"Value": 7669000
},
{
"Currency / Unit": "USD",
"End character": 80,
"End date for period": "2016-09-30",
"Label": "us-gaap:AmortizationOfIntangibleAssets",
"Start character": 75,
"Start date for period": "2015-10-01",
"Value": 8027000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
In April and July 2016, the Company amended its existing syndicated credit facility (the “2016 Senior Secured Credit Facility”) with certain banks. The 2016 Senior Secured Credit Facility consisted of term loans in the principal amount of $19,000 and an $80,000 revolving line of credit. The 2016 Senior Secured Credit Facility accrued interest, payable monthly, at the prime rate plus a margin of 0.50% to 2.00% (1.50% as of September 30, 2017) or at the 30-day LIBOR rate plus a margin of 3.50% to 5.00% (4.50% as of September 30, 2017), in each case depending on the Company's ratio of consolidated debt-to-EBITDA, as defined in the agreement. Additionally, the 2016 Senior Secured Credit Facility required the Company to pay unused commitment fees of up to 0.30% (0.30% as of September 30, 2017) on any undrawn amounts under the revolving line of credit. Through the April and July 2016 amendments, the maturity date of the 2016 Senior Secured Credit Facility was extended to April 29, 2020. The amendments were accounted for as a modification under the guidance at ASC 470-50, Debt —
|
[
{
"Currency / Unit": "USD",
"End character": 246,
"End date for period": "2016-07-31",
"Label": "us-gaap:DebtInstrumentFaceAmount",
"Start character": 240,
"Start date for period": "2016-07-31",
"Value": 19000000
},
{
"Currency / Unit": "USD",
"End character": 261,
"End date for period": "2016-07-31",
"Label": "us-gaap:LineOfCreditFacilityMaximumBorrowingCapacity",
"Start character": 255,
"Start date for period": "2016-07-31",
"Value": 80000000
},
{
"Currency / Unit": "pure",
"End character": 402,
"End date for period": "2016-07-31",
"Label": "us-gaap:DebtInstrumentBasisSpreadOnVariableRate1",
"Start character": 398,
"Start date for period": "2016-07-01",
"Value": 0.005
},
{
"Currency / Unit": "pure",
"End character": 411,
"End date for period": "2016-07-31",
"Label": "us-gaap:DebtInstrumentBasisSpreadOnVariableRate1",
"Start character": 407,
"Start date for period": "2016-07-01",
"Value": 0.02
},
{
"Currency / Unit": "pure",
"End character": 418,
"End date for period": "2017-09-30",
"Label": "us-gaap:DebtInstrumentBasisSpreadOnVariableRate1",
"Start character": 414,
"Start date for period": "2016-10-01",
"Value": 0.015
},
{
"Currency / Unit": "pure",
"End character": 495,
"End date for period": "2016-07-31",
"Label": "us-gaap:DebtInstrumentBasisSpreadOnVariableRate1",
"Start character": 491,
"Start date for period": "2016-07-01",
"Value": 0.035
},
{
"Currency / Unit": "pure",
"End character": 504,
"End date for period": "2016-07-31",
"Label": "us-gaap:DebtInstrumentBasisSpreadOnVariableRate1",
"Start character": 500,
"Start date for period": "2016-07-01",
"Value": 0.05
},
{
"Currency / Unit": "pure",
"End character": 511,
"End date for period": "2017-09-30",
"Label": "us-gaap:DebtInstrumentBasisSpreadOnVariableRate1",
"Start character": 507,
"Start date for period": "2016-10-01",
"Value": 0.045
},
{
"Currency / Unit": "pure",
"End character": 765,
"End date for period": "2017-09-30",
"Label": "us-gaap:LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage",
"Start character": 761,
"Start date for period": "2016-10-01",
"Value": 0.003
},
{
"Currency / Unit": "pure",
"End character": 772,
"End date for period": "2017-09-30",
"Label": "us-gaap:LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage",
"Start character": 768,
"Start date for period": "2016-10-01",
"Value": 0.003
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
(“ASC 470-50”). Principal payments of $1,000 were due on the last day of each calendar quarter until the maturity date, when all outstanding principal and accrued and unpaid interest was due. At September 30, 2017, there was $8,400 available for borrowing under the revolving line of credit.
|
[
{
"Currency / Unit": "USD",
"End character": 44,
"End date for period": "2016-07-31",
"Label": "us-gaap:DebtInstrumentPeriodicPaymentPrincipal",
"Start character": 39,
"Start date for period": "2016-07-01",
"Value": 1000000
},
{
"Currency / Unit": "USD",
"End character": 231,
"End date for period": "2017-09-30",
"Label": "us-gaap:LineOfCreditFacilityRemainingBorrowingCapacity",
"Start character": 226,
"Start date for period": "2017-09-30",
"Value": 8400000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
The provisions of the 2016 Senior Secured Credit Facility placed certain restrictions and limitations upon the Company. These included, among others, restrictions on liens, investments, indebtedness, fundamental changes and dispositions; maintenance of certain financial ratios; and certain non-financial covenants pertaining to the activities of the Company during the period covered. The Company was in compliance with such covenants as of September 30, 2017. In addition, the 2016 Senior Secured Credit Facility restricted the Company's ability to make dividends or other distributions to the holders of the Company's equity. The Company was permitted to (i) make distributions to the holders of the Company's equity in order to pay taxes incurred by owners of equity in i3 Verticals, LLC by reason of such ownership, (ii) move intercompany cash between subsidiaries that were joined to the 2016 Senior Secured Credit Facility, (iii) repurchase equity from employees, directors, officers or consultants after an initial public offering of the Company's equity in an aggregate total not to exceed $1.50 million per year,
|
[
{
"Currency / Unit": "USD",
"End character": 1104,
"End date for period": "2016-07-31",
"Label": "iiiv:DebtInstrumentCovenantAnnualAmountLimit",
"Start character": 1100,
"Start date for period": "2016-07-01",
"Value": 1500000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
On October 30, 2017, the Company replaced its existing credit facility with the Senior Secured Credit Facility. The Company concluded that the Senior Secured Credit Facility should be accounted for as a debt modification based on the guidance in ASC 470-50. The Senior Secured Credit Facility consists of term loans in the original principal amount of $40,000 and a $110,000 revolving line of credit. The Senior Secured Credit Facility accrues interest, payable monthly, at the prime rate plus a margin of 0.50% to 2.00% (0.50% as of September 30, 2018) or at the 30-day LIBOR rate plus a margin of 2.75% to 4.00% (2.75% as of September 30, 2018), in each case depending on the ratio of consolidated debt-to-EBITDA, as defined in the agreement. Additionally, the Senior Secured Credit Facility requires the Company to pay unused commitment fees of up to 0.15% to 0.30% (0.15% as of September 30, 2018) on any undrawn amounts under the revolving line of credit. The maturity date of the Senior Secured Credit Facility is October 30, 2022. Principal payments of $1,250 are due on the last day of each calendar quarter until the maturity date, when all outstanding principal and accrued and unpaid interest are due. At September 30, 2018, there was $106,750 available for borrowing under the revolving line of credit.
|
[
{
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"End character": 359,
"End date for period": "2017-10-30",
"Label": "us-gaap:DebtInstrumentFaceAmount",
"Start character": 353,
"Start date for period": "2017-10-30",
"Value": 40000000
},
{
"Currency / Unit": "USD",
"End character": 374,
"End date for period": "2017-10-30",
"Label": "us-gaap:LineOfCreditFacilityMaximumBorrowingCapacity",
"Start character": 367,
"Start date for period": "2017-10-30",
"Value": 110000000
},
{
"Currency / Unit": "pure",
"End character": 510,
"End date for period": "2018-09-30",
"Label": "us-gaap:DebtInstrumentBasisSpreadOnVariableRate1",
"Start character": 506,
"Start date for period": "2017-10-01",
"Value": 0.005
},
{
"Currency / Unit": "pure",
"End character": 519,
"End date for period": "2018-09-30",
"Label": "us-gaap:DebtInstrumentBasisSpreadOnVariableRate1",
"Start character": 515,
"Start date for period": "2017-10-01",
"Value": 0.02
},
{
"Currency / Unit": "pure",
"End character": 526,
"End date for period": "2018-09-30",
"Label": "us-gaap:DebtInstrumentBasisSpreadOnVariableRate1",
"Start character": 522,
"Start date for period": "2017-10-01",
"Value": 0.005
},
{
"Currency / Unit": "pure",
"End character": 603,
"End date for period": "2018-09-30",
"Label": "us-gaap:DebtInstrumentBasisSpreadOnVariableRate1",
"Start character": 599,
"Start date for period": "2017-10-01",
"Value": 0.0275
},
{
"Currency / Unit": "pure",
"End character": 612,
"End date for period": "2018-09-30",
"Label": "us-gaap:DebtInstrumentBasisSpreadOnVariableRate1",
"Start character": 608,
"Start date for period": "2017-10-01",
"Value": 0.04
},
{
"Currency / Unit": "pure",
"End character": 619,
"End date for period": "2018-09-30",
"Label": "us-gaap:DebtInstrumentBasisSpreadOnVariableRate1",
"Start character": 615,
"Start date for period": "2017-10-01",
"Value": 0.0275
},
{
"Currency / Unit": "pure",
"End character": 858,
"End date for period": "2018-09-30",
"Label": "us-gaap:LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage",
"Start character": 854,
"Start date for period": "2017-10-01",
"Value": 0.0015
},
{
"Currency / Unit": "pure",
"End character": 867,
"End date for period": "2018-09-30",
"Label": "us-gaap:LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage",
"Start character": 863,
"Start date for period": "2017-10-01",
"Value": 0.003
},
{
"Currency / Unit": "pure",
"End character": 874,
"End date for period": "2018-09-30",
"Label": "us-gaap:LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage",
"Start character": 870,
"Start date for period": "2017-10-01",
"Value": 0.0015
},
{
"Currency / Unit": "USD",
"End character": 1066,
"End date for period": "2018-09-30",
"Label": "us-gaap:DebtInstrumentPeriodicPaymentPrincipal",
"Start character": 1061,
"Start date for period": "2017-10-01",
"Value": 1250000
},
{
"Currency / Unit": "USD",
"End character": 1254,
"End date for period": "2018-09-30",
"Label": "us-gaap:LineOfCreditFacilityRemainingBorrowingCapacity",
"Start character": 1247,
"Start date for period": "2018-09-30",
"Value": 106750000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
The provisions of the Senior Secured Credit Facility place certain restrictions and limitations upon the Company. These include, among others, restrictions on liens, investments, indebtedness, fundamental changes and dispositions; maintenance of certain financial ratios; and certain non-financial covenants pertaining to the activities of the Company during the period covered. The Company was in compliance with such covenants as of September 30, 2018. In addition, the Senior Secured Credit Facility restricts the Company's ability to make dividends or other distributions to the holders of the Company's equity. The Company is permitted to (i) make cash distributions to the holders of the Company's equity in order to pay taxes incurred by owners of equity in i3 Verticals, LLC, by reason of such ownership, (ii) move intercompany cash between subsidiaries that are joined to the Senior Secured Credit Facility, (iii) repurchase equity from employees, directors, officers or consultants after the Reorganization Transactions in an aggregate amount not to exceed $1,500 per year, 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 after the IPO. The Company is also permitted to make non-cash dividends in the form of additional equity issuances. All other forms of dividends or distributions are prohibited under the Senior Secured Credit Facility.
|
[
{
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"End character": 1073,
"End date for period": "2018-09-30",
"Label": "iiiv:DebtInstrumentCovenantAnnualAmountLimit",
"Start character": 1068,
"Start date for period": "2017-10-01",
"Value": 1500000
},
{
"Currency / Unit": "pure",
"End character": 1169,
"End date for period": "2018-09-30",
"Label": "iiiv:DebtInstrumentCovenantDistributionPercentageLimit",
"Start character": 1168,
"Start date for period": "2017-10-01",
"Value": 0.05
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
During 2013, the Company issued notes payable in the aggregate principal amount of $10,500 (the “Mezzanine Notes”) to three creditors. The Mezzanine Notes accrued interest at a fixed rate of 12.0%, payable monthly, and initially were due to mature in February 2018. In April 2016, the Mezzanine Notes were amended and restated and the maturity dates were extended to November 29, 2020, when all outstanding principal and accrued and unpaid interest was due. The amendment was accounted for as a modification under the guidance at ASC 470-50. The Mezzanine Notes were secured by substantially all assets of the Company in accordance with the terms of a security agreement and were subordinate to the Senior Secured Credit Facility.
|
[
{
"Currency / Unit": "USD",
"End character": 90,
"End date for period": "2013-12-31",
"Label": "us-gaap:DebtInstrumentFaceAmount",
"Start character": 84,
"Start date for period": "2013-12-31",
"Value": 10500000
},
{
"Currency / Unit": "iiiv:lender",
"End character": 123,
"End date for period": "2013-12-31",
"Label": "iiiv:NumberofCreditors",
"Start character": 118,
"Start date for period": "2013-12-31",
"Value": 3
},
{
"Currency / Unit": "pure",
"End character": 195,
"End date for period": "2013-12-31",
"Label": "us-gaap:DebtInstrumentInterestRateStatedPercentage",
"Start character": 191,
"Start date for period": "2013-12-31",
"Value": 0.12
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
In June 2018, all of the outstanding aggregate principal balance and accrued interest on the Mezzanine Notes was repaid with proceeds from the Company’s IPO. As part of the extinguishment of the Mezzanine Notes, $78 of unamortized debt issuance costs were written off.
|
[
{
"Currency / Unit": "USD",
"End character": 215,
"End date for period": "2018-06-30",
"Label": "us-gaap:WriteOffOfDeferredDebtIssuanceCost",
"Start character": 213,
"Start date for period": "2018-06-01",
"Value": 78000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
During 2014, the Company issued the Junior Subordinated Notes in the aggregate principal amount of $17,608 to unrelated and related creditors. The Junior Subordinated Notes accrued interest, payable monthly, at a fixed rate of 10.0% and were due to mature on February 14, 2019, when all outstanding principal and accrued and unpaid interest was due. However, the unsecured notes were subordinate to the Mezzanine Notes and the Senior Secured Credit Facility, which both had maturities beyond the Junior Subordinated Notes, and the provisions of the Mezzanine Notes and Senior Secured Credit Facility did not permit the payment of any subordinated debt prior to its maturity. Should the Junior Subordinated Notes have reached maturity and the terms of the Mezzanine Notes and Senior Secured Credit Facility remained in place, the term of the Junior Subordinated Notes would have been extended until after the maturity of the Mezzanine Notes and Senior Secured Credit Facility, in accordance with the terms of the Junior Subordinated Notes.
|
[
{
"Currency / Unit": "USD",
"End character": 106,
"End date for period": "2014-09-30",
"Label": "us-gaap:DebtInstrumentFaceAmount",
"Start character": 100,
"Start date for period": "2014-09-30",
"Value": 17608000
},
{
"Currency / Unit": "pure",
"End character": 231,
"End date for period": "2014-12-31",
"Label": "us-gaap:DebtInstrumentInterestRateStatedPercentage",
"Start character": 227,
"Start date for period": "2014-12-31",
"Value": 0.1
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
In connection with the issuance of the Junior Subordinated Notes, the Company granted detachable warrants (“Junior Subordinated Notes Warrants”) to purchase 1,433,920 common units in i3 Verticals, LLC. Management determined that the warrants had no material value as of the grant date, and none of the proceeds from the notes was attributed to the warrants. The warrants are accounted for as equity. See additional disclosures in Note 13.
|
[
{
"Currency / Unit": "shares",
"End character": 166,
"End date for period": "2018-09-30",
"Label": "us-gaap:ClassOfWarrantOrRightOutstanding",
"Start character": 157,
"Start date for period": "2018-09-30",
"Value": 1433920
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
In July 2017, $500 of the Junior Subordinated Notes were retired and exchanged for 148 Class A units of the Company. The fair value of the Class A units issued approximated the carrying amount of the Junior Subordinated Notes, so no extinguishment gain or loss was recognized. See additional disclosures in Note 13 and Note 15.
|
[
{
"Currency / Unit": "USD",
"End character": 18,
"End date for period": "2017-07-31",
"Label": "us-gaap:DebtConversionConvertedInstrumentAmount1",
"Start character": 15,
"Start date for period": "2017-07-01",
"Value": 500000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
In June 2018, in connection with the Company's IPO and as part of the Reorganization Transactions, $8,054 of the Junior Subordinated Notes were converted to newly issued shares of the Company's Class A common stock, as described in Note 1, and the remaining $8,054 of the Junior Subordinated Notes was repaid with proceeds from the Company's IPO. As part of the extinguishment of the Junior Subordinated Notes, $43 of unamortized debt issuance costs were written off.
|
[
{
"Currency / Unit": "USD",
"End character": 105,
"End date for period": "2018-06-30",
"Label": "us-gaap:DebtConversionConvertedInstrumentAmount1",
"Start character": 100,
"Start date for period": "2018-06-01",
"Value": 8054000
},
{
"Currency / Unit": "USD",
"End character": 264,
"End date for period": "2018-06-30",
"Label": "us-gaap:DebtConversionConvertedInstrumentAmount1",
"Start character": 259,
"Start date for period": "2018-06-01",
"Value": 8054000
},
{
"Currency / Unit": "USD",
"End character": 414,
"End date for period": "2018-06-30",
"Label": "us-gaap:WriteOffOfDeferredDebtIssuanceCost",
"Start character": 412,
"Start date for period": "2018-06-01",
"Value": 43000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
During the years ended September 30, 2018 and 2017, the Company incurred debt issuance costs totaling $1,170 and $254, respectively, in connection with the issuance of long-term debt. The debt issuance costs are being amortized over the related term of the debt using the straight-line method and are presented net against long-term debt in the consolidated balance sheets. As part of the April 2016 amendment to the 2016 Senior Secured Credit Facility, the Company expensed a nominal amount of unamortized debt issuance costs related to
|
[
{
"Currency / Unit": "USD",
"End character": 108,
"End date for period": "2018-09-30",
"Label": "us-gaap:DeferredFinanceCostsGross",
"Start character": 103,
"Start date for period": "2018-09-30",
"Value": 1170000
},
{
"Currency / Unit": "USD",
"End character": 117,
"End date for period": "2017-09-30",
"Label": "us-gaap:DeferredFinanceCostsGross",
"Start character": 114,
"Start date for period": "2017-09-30",
"Value": 254000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Federal and state net operating loss carryforwards for the Company were $27,061 as of September 30, 2018 and will expire between years 2027 and 2038. The net operating loss carryforwards are included in Other assets within the Consolidated Balance Sheets. The use of these federal and state net operating losses is limited to the future taxable income of separate legal entities. Based on expectations of future taxable income, management believes that it is more likely than not that the results of operations for certain separate legal entities will not
|
[
{
"Currency / Unit": "USD",
"End character": 79,
"End date for period": "2018-09-30",
"Label": "us-gaap:OperatingLossCarryforwards",
"Start character": 73,
"Start date for period": "2018-09-30",
"Value": 27061000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
On December 22, 2017, the Tax Cuts and Jobs Act was enacted into law. The new legislation contains several key tax provisions, including the reduction of the federal corporate income tax rate to 21% effective January 1, 2018, as well as a variety of other changes, including limitation of the tax deductibility of interest expense, acceleration of expensing of certain business assets and reductions in the amount of executive pay that could qualify as a tax deduction. The Company is assessing the impact of the enacted tax law on its business and its consolidated financial statements and recorded a provisional discrete tax benefit related to the re-measurement of its deferred tax assets and liabilities at SDCR, Inc. of $471 for the reduced federal tax rates during the year ended September 30, 2018.
|
[
{
"Currency / Unit": "USD",
"End character": 729,
"End date for period": "2018-09-30",
"Label": "iiiv:TaxCutsandJobsActof2017IncompleteAccountingChangeinTaxRateDeferredTaxLiabilityProvisionalIncomeTaxExpenseBenefit",
"Start character": 726,
"Start date for period": "2017-10-01",
"Value": 471000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
On June 25, 2018, the Company entered into a Tax Receivable Agreement with i3 Verticals, LLC and each of the Continuing Equity Owners (the “Tax Receivable Agreement”) that provides for the payment by the Company to the Continuing Equity Owners of 85% of the amount of certain tax benefits, if any, that it actually realizes, or in some circumstances, is deemed to realize in its tax reporting, as a result of (i) future redemptions funded by the Company or exchanges, or deemed exchanges in certain circumstances, of Common Units of i3 Verticals, LLC for Class A common stock of i3 Verticals, Inc. or cash, and (ii) certain additional tax benefits attributable to payments made under the Tax Receivable Agreement. These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners maintaining a continued ownership interest in i3 Verticals, LLC. If a Continuing Equity Owner transfers Common Units but does not assign to the transferee of such units its rights under the Tax Receivable Agreement, such Continuing Equity Owner generally will continue to be entitled to receive payments under the Tax Receivable Agreement arising in respect of a subsequent exchange of such Common Units. In general, the Continuing Equity Owners’ rights under the Tax Receivable Agreement may not be assigned, sold, pledged or otherwise alienated to any person, other than certain permitted transferees, without (a) the Company's prior written consent, which should not be unreasonably withheld, conditioned or delayed, and (b) such persons becoming a party to the Tax Receivable Agreement and agreeing to succeed to the applicable Continuing Equity Owner’s interest therein. The Company expects to benefit from the remaining 15% of the tax benefits, if any, that the Company may realize.
|
[
{
"Currency / Unit": "pure",
"End character": 249,
"End date for period": "2018-06-25",
"Label": "iiiv:TaxReceivableAgreementPercentOfTaxBenefitsPayableToContinuingEquityOwners",
"Start character": 247,
"Start date for period": "2018-06-25",
"Value": 0.85
},
{
"Currency / Unit": "pure",
"End character": 1738,
"End date for period": "2018-06-25",
"Label": "iiiv:TaxReceivableAgreementPercentOfTaxBenefitsRetained",
"Start character": 1736,
"Start date for period": "2018-06-25",
"Value": 0.15
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
During the year ended September 30, 2018, in conjunction with the Company's IPO, i3 Verticals, Inc. purchased Class B common stock from a Continuing Equity Owner for $4,635. This transaction triggered an increase in the tax basis of the Company's Common Units in i3 Verticals, LLC subject to the provisions of the Tax Receivable Agreement. The Company recognized a deferred tax asset in the amount of $960 and a corresponding liability of $816, representing 85% of the tax benefits due to the Continuing Equity Owners related to exchanges in the year ended September 30, 2018.
|
[
{
"Currency / Unit": "USD",
"End character": 172,
"End date for period": "2018-09-30",
"Label": "us-gaap:MinorityInterestDecreaseFromRedemptions",
"Start character": 167,
"Start date for period": "2018-06-26",
"Value": 4635000
},
{
"Currency / Unit": "USD",
"End character": 405,
"End date for period": "2018-09-30",
"Label": "us-gaap:DeferredTaxAssetsGross",
"Start character": 402,
"Start date for period": "2018-09-30",
"Value": 960000
},
{
"Currency / Unit": "USD",
"End character": 443,
"End date for period": "2018-09-30",
"Label": "iiiv:TaxBenefitDuetoRelatedParties",
"Start character": 440,
"Start date for period": "2018-09-30",
"Value": 816000
},
{
"Currency / Unit": "pure",
"End character": 460,
"End date for period": "2018-06-25",
"Label": "iiiv:TaxReceivableAgreementPercentOfTaxBenefitsPayableToContinuingEquityOwners",
"Start character": 458,
"Start date for period": "2018-06-25",
"Value": 0.85
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Approximately $3,813 and $2,229 of contingent consideration was recorded in accrued expenses and other current liabilities as of September 30, 2018 and 2017, respectively. Approximately $2,186 and $1,111 of contingent consideration was recorded in other long-term liabilities as of September 30, 2018 and 2017, respectively.
|
[
{
"Currency / Unit": "USD",
"End character": 20,
"End date for period": "2018-09-30",
"Label": "us-gaap:BusinessCombinationContingentConsiderationLiability",
"Start character": 15,
"Start date for period": "2018-09-30",
"Value": 3813000
},
{
"Currency / Unit": "USD",
"End character": 31,
"End date for period": "2017-09-30",
"Label": "us-gaap:BusinessCombinationContingentConsiderationLiability",
"Start character": 26,
"Start date for period": "2017-09-30",
"Value": 2229000
},
{
"Currency / Unit": "USD",
"End character": 192,
"End date for period": "2018-09-30",
"Label": "us-gaap:BusinessCombinationContingentConsiderationLiability",
"Start character": 187,
"Start date for period": "2018-09-30",
"Value": 2186000
},
{
"Currency / Unit": "USD",
"End character": 203,
"End date for period": "2017-09-30",
"Label": "us-gaap:BusinessCombinationContingentConsiderationLiability",
"Start character": 198,
"Start date for period": "2017-09-30",
"Value": 1111000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Amounts are included in general and administrative expense on the consolidated statements of operations. No income tax benefits were recognized related to equity-based compensation during the years ended September 30, 2018, 2017, and 2016.
|
[
{
"Currency / Unit": "USD",
"End character": 107,
"End date for period": "2018-06-30",
"Label": "us-gaap:EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense",
"Start character": 105,
"Start date for period": "2018-04-01",
"Value": 0
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
On June 25, 2018, the Company entered into the Tax Receivable Agreement as described in Note 10. The Former Equity Owners did not participate in the Tax Receivable Agreement. Therefore, as part of the Reorganization Transactions, the Class B common units held by the Former Equity Owners were converted into shares of Class A common stock based on a conversion ratio that provided an equitable adjustment to reflect the full value of the Class B common units. For employees who are Former Equity Owners, this arrangement was a modification under ASC 718. The Company recognized stock-based compensation expense of $741 as part of the Reorganization Transactions as a result of this conversion.
|
[
{
"Currency / Unit": "USD",
"End character": 618,
"End date for period": "2018-06-25",
"Label": "us-gaap:AllocatedShareBasedCompensationExpense",
"Start character": 615,
"Start date for period": "2018-06-25",
"Value": 741000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
On June 25, 2018, the Company completed the IPO of 7,647,500 shares of its Class A common stock. In connection with the IPO, the Company and i3 Verticals, LLC completed the Reorganization Transactions, pursuant to which all outstanding vested and non-vested Class A units, Class P units and common units were converted into new Common Units. Former Equity Owners' Common Units were converted into newly issued shares of Class A common stock. Continuing Equity Owners received newly issued shares of Class B common stock. For further descriptions of the IPO and Reorganization Transactions, see Note 1.
|
[
{
"Currency / Unit": "shares",
"End character": 60,
"End date for period": "2018-06-25",
"Label": "us-gaap:SaleOfStockNumberOfSharesIssuedInTransaction",
"Start character": 51,
"Start date for period": "2018-06-25",
"Value": 7647500
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Prior to the Company's recapitalization, as of September 30, 2017, there were 4,900,000 redeemable Class A units issued and outstanding. Upon receipt of a redemption request following the termination of employment of the current Chief Executive Officer of the Company (the redemption event), the Company was required to redeem all of the outstanding redeemable Class A units held by certain members. The redemption price of the redeemable Class A units was equal to the greater of (i) the fair value of the redeemable Class A unit or (ii) original issue price per redeemable Class A unit plus any preferred returns through the date of the redemption request.
|
[
{
"Currency / Unit": "shares",
"End character": 87,
"End date for period": "2017-09-30",
"Label": "us-gaap:TemporaryEquitySharesIssued",
"Start character": 78,
"Start date for period": "2017-09-30",
"Value": 4900000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Holders of redeemable Class A units had preferred return rights in preference to any declaration or distribution to holders of Class P units or common units, and equal to other Class A units. Preferred returns on the redeemable Class A units accrued at an amount equal to 10.0% per unit per annum of the original issue price, compounded annually, whether or not declared by the board of directors, and were cumulative. After preferential payment to the holder of redeemable Class A units and other Class A units, any additional distributions declared were distributed pro-rata to the holders of Class A units, common units and Class P units, in proportion to their respective units. Total cumulative preferred returns included within the carrying amount of the redeemable Class A units amounted to $3,376 and $2,823 as of June 25, 2018, the date of the Reorganization Transactions, and September 30, 2017, respectively.
|
[
{
"Currency / Unit": "pure",
"End character": 276,
"End date for period": "2017-09-30",
"Label": "iiiv:TemporaryEquityPreferredReturnsAnnualPercentage",
"Start character": 272,
"Start date for period": "2017-09-30",
"Value": 0.1
},
{
"Currency / Unit": "USD",
"End character": 804,
"End date for period": "2018-06-25",
"Label": "us-gaap:TemporaryEquityAggregateAmountOfRedemptionRequirement",
"Start character": 799,
"Start date for period": "2018-06-25",
"Value": 3376000
},
{
"Currency / Unit": "USD",
"End character": 815,
"End date for period": "2017-09-30",
"Label": "us-gaap:TemporaryEquityAggregateAmountOfRedemptionRequirement",
"Start character": 810,
"Start date for period": "2017-09-30",
"Value": 2823000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
During 2017, as obligated under the provisions of its member agreements, the Company declared distributions of approximately $131 to its redeemable Class A unit holders in connection with the members’ estimated tax liabilities.
|
[
{
"Currency / Unit": "USD",
"End character": 129,
"End date for period": "2017-09-30",
"Label": "us-gaap:TemporaryEquityDividendsAdjustment",
"Start character": 126,
"Start date for period": "2016-10-01",
"Value": 131000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Holders of Class A units had preferred return rights in preference to any declaration or distribution to holders of Class P units or common units. Preferred returns on the Class A units accrued at an amount equal to 10.0% per unit per annum of the original issue price, compounded annually, whether or not declared by the board of directors, and were cumulative. After preferential payment to the holder of Class A units, any additional distributions declared were distributed pro-rata to the holders of Class A units, common units and Class P units, in proportion to their respective units. Total cumulative preferred returns included within the carrying amount of the Class A units amounted to $7,627 and $5,105 as of June 25, 2018, the date of the Reorganization Transactions, and September 30, 2017, respectively.
|
[
{
"Currency / Unit": "USD",
"End character": 702,
"End date for period": "2018-06-25",
"Label": "us-gaap:TemporaryEquityAggregateAmountOfRedemptionRequirement",
"Start character": 697,
"Start date for period": "2018-06-25",
"Value": 7627000
},
{
"Currency / Unit": "USD",
"End character": 713,
"End date for period": "2017-09-30",
"Label": "us-gaap:TemporaryEquityAggregateAmountOfRedemptionRequirement",
"Start character": 708,
"Start date for period": "2017-09-30",
"Value": 5105000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
During 2017, as obligated under the provisions of its member agreements, the Company declared distributions of approximately $625 to its Class A unit holders in connection with the members’ estimated tax liabilities.
|
[
{
"Currency / Unit": "USD",
"End character": 129,
"End date for period": "2017-09-30",
"Label": "us-gaap:TemporaryEquityDividendsAdjustment",
"Start character": 126,
"Start date for period": "2016-10-01",
"Value": 625000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
As of September 30, 2017, there were 1,548,722 common units issued and outstanding. Common units were generally issued in association with acquisitions.
|
[
{
"Currency / Unit": "shares",
"End character": 46,
"End date for period": "2017-09-30",
"Label": "us-gaap:CommonStockSharesIssued",
"Start character": 37,
"Start date for period": "2017-09-30",
"Value": 1548722
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
As of September 30, 2017, there were in the aggregate 1,433,920 warrants outstanding and exercisable to purchase common units which are classified as equity instruments. The warrants were issued in connection with the issuance of the Junior Subordinated Notes (Note 9). As of September 30, 2017, the intrinsic value of the junior subordinated warrants was $0.
|
[
{
"Currency / Unit": "shares",
"End character": 63,
"End date for period": "2017-09-30",
"Label": "us-gaap:ClassOfWarrantOrRightOutstanding",
"Start character": 54,
"Start date for period": "2017-09-30",
"Value": 1433920
},
{
"Currency / Unit": "USD",
"End character": 288,
"End date for period": "2017-09-30",
"Label": "us-gaap:WarrantsAndRightsOutstanding",
"Start character": 287,
"Start date for period": "2017-09-30",
"Value": 0
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
As of September 30, 2017, there were in the aggregate 1,423,688 warrants outstanding and exercisable to purchase Common Units which are classified as long-term liabilities. The warrants were issued in connection with the issuance of the Mezzanine Notes. See additional disclosures in Note 9.
|
[
{
"Currency / Unit": "shares",
"End character": 63,
"End date for period": "2017-09-30",
"Label": "us-gaap:ClassOfWarrantOrRightOutstanding",
"Start character": 54,
"Start date for period": "2017-09-30",
"Value": 1423688
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
As of September 30, 2017, there were 7,647,350 restricted Class P units issued and outstanding to certain members of the Company's Board of Directors and employees.
|
[
{
"Currency / Unit": "shares",
"End character": 46,
"End date for period": "2017-09-30",
"Label": "us-gaap:CommonStockSharesIssued",
"Start character": 37,
"Start date for period": "2017-09-30",
"Value": 7647350
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
The Company utilizes office space and equipment under operating leases. Rent expense under these leases amounted to $1,555 and $997 during the years ended September 30, 2018 and 2017, respectively.
|
[
{
"Currency / Unit": "USD",
"End character": 122,
"End date for period": "2018-06-30",
"Label": "us-gaap:LeaseAndRentalExpense",
"Start character": 117,
"Start date for period": "2018-04-01",
"Value": 1555000
},
{
"Currency / Unit": "USD",
"End character": 131,
"End date for period": "2017-06-30",
"Label": "us-gaap:LeaseAndRentalExpense",
"Start character": 128,
"Start date for period": "2017-04-01",
"Value": 997000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
On June 14, 2016, Expert Auto Repair, Inc., for itself and on behalf of a class of additional plaintiffs, and Jeff Straight initiated a class action lawsuit against the Company, as alleged successor to Merchant Processing Solutions, LLC, in the Los Angeles County Superior Court of California, seeking damages, restitution and declaratory and injunctive relief (the “Expert Auto Litigation”). The plaintiffs alleged that Merchant Processing Solutions, LLC, the Company's alleged predecessor, engaged in unfair business practices in the merchant services sector including unfairly inducing merchants to obtain credit and debit card processing services and thereafter assessing them with improper fees. Subject to final court approval, the Company has entered into a settlement agreement to settle the plaintiffs’ claims for $995. On April 10, 2018, the Court granted conditional class certification and preliminary approval of the agreed settlement and scheduled the final fairness hearing and final approval of the settlement in December 2018. Notice was provided to all class members and they were given an opportunity to either file a claim, opt-out, file an objection or do nothing (in which case they would be included in the class settlement). The deadline for class members to take one of these four actions was November 8, 2018. No class member opted out or filed an objection to the settlement before that deadline. The reserved amount is reflected in accrued expenses and other current liabilities as of September 30, 2018. The amount was included in general and administrative expenses in the consolidated statement of operations for the year ended September 30, 2017.
|
[
{
"Currency / Unit": "USD",
"End character": 827,
"End date for period": "2018-04-10",
"Label": "us-gaap:LitigationSettlementAmountAwardedToOtherParty",
"Start character": 824,
"Start date for period": "2018-04-10",
"Value": 995000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Related parties held $6,158 of the Company’s Junior Subordinated Notes as of September 30, 2017. As described Note 9, in connection with the Company's IPO and as part of the Reorganization Transactions, $924 of the Junior Subordinated Notes held by related parties was converted to newly issued shares of the Company's Class A common stock. Also in June 2018, the remaining $5,234 of the Junior Subordinated Notes held by related parties were repaid with proceeds from the Company's IPO. Interest expense to related parties for the Company’s Junior Subordinated Notes amounted to $457, $632 and $831 during the years ended September 30, 2018, 2017 and 2016, respectively.
|
[
{
"Currency / Unit": "USD",
"End character": 27,
"End date for period": "2017-09-30",
"Label": "us-gaap:NotesPayableRelatedPartiesNoncurrent",
"Start character": 22,
"Start date for period": "2017-09-30",
"Value": 6158000
},
{
"Currency / Unit": "USD",
"End character": 207,
"End date for period": "2018-06-30",
"Label": "us-gaap:DebtConversionConvertedInstrumentAmount1",
"Start character": 204,
"Start date for period": "2018-06-01",
"Value": 924000
},
{
"Currency / Unit": "USD",
"End character": 380,
"End date for period": "2018-06-30",
"Label": "us-gaap:ExtinguishmentOfDebtAmount",
"Start character": 375,
"Start date for period": "2018-06-01",
"Value": 5234000
},
{
"Currency / Unit": "USD",
"End character": 584,
"End date for period": "2018-09-30",
"Label": "us-gaap:InterestExpenseRelatedParty",
"Start character": 581,
"Start date for period": "2017-10-01",
"Value": 457000
},
{
"Currency / Unit": "USD",
"End character": 590,
"End date for period": "2017-09-30",
"Label": "us-gaap:InterestExpenseRelatedParty",
"Start character": 587,
"Start date for period": "2016-10-01",
"Value": 632000
},
{
"Currency / Unit": "USD",
"End character": 599,
"End date for period": "2016-09-30",
"Label": "us-gaap:InterestExpenseRelatedParty",
"Start character": 596,
"Start date for period": "2015-10-01",
"Value": 831000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
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 “Axia Tech Agreement”) with Axia Technologies, LLC (“Axia Tech”), an entity controlled by the previous owner of Axia, LLC. Under the Axia Tech Agreement, the Company agreed to provide processing services for certain merchants as designated by Axia Tech from time to time. In accordance with ASC 605-45, revenue from the processing services is recognized net of interchange, residual expense and other fees. The Company earned net revenues related to the Axia Tech Agreement of $53, $27 and $5 during the years ended September 30, 2018, 2017 and 2016 respectively. i3 Verticals, LLC, the Company's CEO and Clay Whitson, the Company's CFO, own 2.0%, 10.7% and 0.4%, respectively, of the outstanding equity of Axia Tech.
|
[
{
"Currency / Unit": "USD",
"End character": 664,
"End date for period": "2018-09-30",
"Label": "us-gaap:RevenueFromRelatedParties",
"Start character": 662,
"Start date for period": "2017-10-01",
"Value": 53000
},
{
"Currency / Unit": "USD",
"End character": 669,
"End date for period": "2017-09-30",
"Label": "us-gaap:RevenueFromRelatedParties",
"Start character": 667,
"Start date for period": "2016-10-01",
"Value": 27000
},
{
"Currency / Unit": "USD",
"End character": 676,
"End date for period": "2016-09-30",
"Label": "us-gaap:RevenueFromRelatedParties",
"Start character": 675,
"Start date for period": "2015-10-01",
"Value": 5000
},
{
"Currency / Unit": "pure",
"End character": 829,
"End date for period": "2018-09-30",
"Label": "iiiv:OwnershipInterestinRelatedPartyPercent",
"Start character": 826,
"Start date for period": "2018-09-30",
"Value": 0.02
},
{
"Currency / Unit": "pure",
"End character": 836,
"End date for period": "2018-09-30",
"Label": "iiiv:OwnershipInterestinRelatedPartyPercent",
"Start character": 832,
"Start date for period": "2018-09-30",
"Value": 0.107
},
{
"Currency / Unit": "pure",
"End character": 845,
"End date for period": "2018-09-30",
"Label": "iiiv:OwnershipInterestinRelatedPartyPercent",
"Start character": 842,
"Start date for period": "2018-09-30",
"Value": 0.004
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
In connection with our IPO, we entered into a Tax Receivable Agreement with certain non-controlling interest holders that provides for the payment by the Company to the Continuing Equity Owners of 85% of the amount of certain tax benefits, if any, that it actually realizes, or in some circumstances, is deemed to realize in its tax reporting, as a result of (i) future redemptions funded by the Company or exchanges, or deemed exchanges in certain circumstances, of Common Units of i3 Verticals, LLC for Class A common stock of i3 Verticals, Inc. or cash, and (ii) certain additional tax benefits attributable to payments made under the Tax Receivable Agreement. See Note 10 for further information. As of September 30, 2018, the total amount due under the Tax Receivable Agreement was $816.
|
[
{
"Currency / Unit": "pure",
"End character": 199,
"End date for period": "2018-06-25",
"Label": "iiiv:TaxReceivableAgreementPercentOfTaxBenefitsPayableToContinuingEquityOwners",
"Start character": 197,
"Start date for period": "2018-06-25",
"Value": 0.85
},
{
"Currency / Unit": "USD",
"End character": 791,
"End date for period": "2018-09-30",
"Label": "iiiv:TaxBenefitDuetoRelatedParties",
"Start character": 788,
"Start date for period": "2018-09-30",
"Value": 816000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
$13,976, $553 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.
|
[
{
"Currency / Unit": "USD",
"End character": 7,
"End date for period": "2018-09-30",
"Label": "iiiv:ResidualExpense",
"Start character": 1,
"Start date for period": "2017-10-01",
"Value": 13976000
},
{
"Currency / Unit": "USD",
"End character": 13,
"End date for period": "2018-09-30",
"Label": "iiiv:ResidualExpense",
"Start character": 10,
"Start date for period": "2017-10-01",
"Value": 553000
},
{
"Currency / Unit": "USD",
"End character": 20,
"End date for period": "2018-09-30",
"Label": "iiiv:ResidualExpense",
"Start character": 19,
"Start date for period": "2017-10-01",
"Value": 0
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
$11,875, $371 and $(148) 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.
|
[
{
"Currency / Unit": "USD",
"End character": 7,
"End date for period": "2017-09-30",
"Label": "iiiv:ResidualExpense",
"Start character": 1,
"Start date for period": "2016-10-01",
"Value": 11875000
},
{
"Currency / Unit": "USD",
"End character": 13,
"End date for period": "2017-09-30",
"Label": "iiiv:ResidualExpense",
"Start character": 10,
"Start date for period": "2016-10-01",
"Value": 371000
},
{
"Currency / Unit": "USD",
"End character": 23,
"End date for period": "2017-09-30",
"Label": "iiiv:ResidualExpense",
"Start character": 20,
"Start date for period": "2016-10-01",
"Value": -148000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
$8,391, $495 and $(28) 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.
|
[
{
"Currency / Unit": "USD",
"End character": 6,
"End date for period": "2016-09-30",
"Label": "iiiv:ResidualExpense",
"Start character": 1,
"Start date for period": "2015-10-01",
"Value": 8391000
},
{
"Currency / Unit": "USD",
"End character": 12,
"End date for period": "2016-09-30",
"Label": "iiiv:ResidualExpense",
"Start character": 9,
"Start date for period": "2015-10-01",
"Value": 495000
},
{
"Currency / Unit": "USD",
"End character": 21,
"End date for period": "2016-09-30",
"Label": "iiiv:ResidualExpense",
"Start character": 19,
"Start date for period": "2015-10-01",
"Value": -28000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
As of September 30, 2018, i3 Verticals, Inc. owned 9,112,042 of i3 Verticals, LLC's Common Units, representing a 34.6% economic ownership interest in i3 Verticals, LLC.
|
[
{
"Currency / Unit": "shares",
"End character": 60,
"End date for period": "2018-09-30",
"Label": "iiiv:NoncontrollingInterestCommonUnitOwnershipbyParent",
"Start character": 51,
"Start date for period": "2018-09-30",
"Value": 9112042
},
{
"Currency / Unit": "pure",
"End character": 117,
"End date for period": "2018-09-30",
"Label": "us-gaap:MinorityInterestOwnershipPercentageByParent",
"Start character": 113,
"Start date for period": "2018-09-30",
"Value": 0.34600000000000003
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
On October 31, 2018, the Company completed the acquisitions of two unrelated businesses. The acquisitions expanded our software offerings in the public sector vertical market and provided technology that enhances our Burton Platform. Total purchase consideration included $21,000 in revolving line of credit proceeds.
|
[
{
"Currency / Unit": "USD",
"End character": 279,
"End date for period": "2018-10-31",
"Label": "us-gaap:PaymentsToAcquireBusinessesGross",
"Start character": 273,
"Start date for period": "2018-10-31",
"Value": 21000000
}
] |
10-K
|
0001728688-18-000027
|
2018-12-07T13:28:24+00:00
|
20180930
|
i3 Verticals, Inc.
|
Certain provisions in the purchase agreements provide for additional consideration of up to $14,000, in the aggregate, to be paid based upon the achievement of specified financial performance targets, as defined in the purchase agreements, through no later than October 2020. The Company is in process of determining the acquisition date fair values of the liabilities for the contingent consideration based on discounted cash flow analyses. In each subsequent reporting period, the Company will reassess its current estimates of performance relative to the targets and adjust the contingent liabilities to their fair values through earnings.
|
[
{
"Currency / Unit": "USD",
"End character": 99,
"End date for period": "2018-10-31",
"Label": "us-gaap:BusinessCombinationConsiderationTransferredLiabilitiesIncurred",
"Start character": 93,
"Start date for period": "2018-10-31",
"Value": 14000000
}
] |
10-K
|
0001213900-18-017775
|
2018-12-21T21:54:32+00:00
|
20180930
|
Rasna Therapeutics Inc.
|
In August 2018, the Company entered into a 12% Convertible Promissory Note. The Convertible Promissory Note (the “Note”) has an original purchase amount of $135,000, bears interest at a rate of 12% per annum calculated on a 360-day year basis, and will mature on August 8, 2019, unless earlier paid, redeemed or converted in accordance with the terms of the Convertible Promissory Note.
|
[
{
"Currency / Unit": "pure",
"End character": 45,
"End date for period": "2018-08-31",
"Label": "us-gaap:DebtInstrumentConvertibleThresholdPercentageOfStockPriceTrigger",
"Start character": 43,
"Start date for period": "2018-08-16",
"Value": 0.12
},
{
"Currency / Unit": "pure",
"End character": 196,
"End date for period": "2018-08-31",
"Label": "us-gaap:DebtInstrumentConvertibleThresholdPercentageOfStockPriceTrigger",
"Start character": 194,
"Start date for period": "2018-08-16",
"Value": 0.12
}
] |
10-K
|
0001213900-18-017775
|
2018-12-21T21:54:32+00:00
|
20180930
|
Rasna Therapeutics Inc.
|
On May 17, 2016, Rasna and its subsidiary Falconridge entered into an Agreement of Merger and Plan of Reorganization with Arna. Pursuant to the agreement, Arna was merged into Falconridge and the shareholders of Arna were issued shares of Rasna in exchange for shares of Arna. Arna was deemed to be the accounting acquirer because Rasna and Falconridge Holdings Limited were non-trading holding companies and Arna’s operations will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity. Further, 65% of the voting interest in Rasna was acquired by Arna shareholders in connection with the transaction. Therefore, the assets and liabilities of the acquired entity, Rasna, were written to fair value in accordance with the Acquisition Method prescribed in ASC 805, Business Combinations.
|
[
{
"Currency / Unit": "pure",
"End character": 584,
"End date for period": "2016-05-17",
"Label": "us-gaap:BusinessAcquisitionPercentageOfVotingInterestsAcquired",
"Start character": 582,
"Start date for period": "2016-05-17",
"Value": 0.65
}
] |
10-K
|
0001213900-18-017775
|
2018-12-21T21:54:32+00:00
|
20180930
|
Rasna Therapeutics Inc.
|
65% of the voting interest in Rasna was acquired by Arna shareholders in connection with the transaction. Therefore, the assets and liabilities of the acquired entity, Rasna, were written to fair value in accordance with the Acquisition Method prescribed in ASC 805, Business Combinations.
|
[
{
"Currency / Unit": "pure",
"End character": 2,
"End date for period": "2016-05-17",
"Label": "us-gaap:BusinessAcquisitionPercentageOfVotingInterestsAcquired",
"Start character": 0,
"Start date for period": "2016-05-17",
"Value": 0.65
}
] |
10-K
|
0001213900-18-017775
|
2018-12-21T21:54:32+00:00
|
20180930
|
Rasna Therapeutics Inc.
|
On December 17, 2013 the Company’s shareholder, Panetta Partners Limited, transferred 5,000,000 of its shares in Arna Therapeutics Limited to Eurema Consulting S.r.l. and 5,000,000 shares in Arna Therapeutics Limited to TES Pharma S.r.l. In exchange for the shares, Panetta Partners Limited obtained intellectual property ("Platform Technology") from TES Pharma S.r.l and Eurema Consulting S.r.l. Panetta Partners Limited then assigned the Platform Technology to Arna Therapeutics Limited, which was accounted for as a capital contribution. The fair value of the shares exchanged for the IPR&D was $0.13 per share; in addition the issue price for shares in October 2013 was $0.13 per share (shares issued post acquisition of the IPR&D were issued at $0.28) and accordingly the Company valued the Platform Technology at $1.3 million.
|
[
{
"Currency / Unit": "USD",
"End character": 823,
"End date for period": "2013-12-17",
"Label": "us-gaap:IndefinitelivedIntangibleAssetsAcquired",
"Start character": 820,
"Start date for period": "2013-12-17",
"Value": 1300000
}
] |
10-K
|
0001213900-18-017775
|
2018-12-21T21:54:32+00:00
|
20180930
|
Rasna Therapeutics Inc.
|
On August 8, 2018, the Company entered into a 12% Convertible Promissory Note (the “Agreement”) with High Octane Bioresearch Ltd. (the “Holder”) pursuant to which the Company issued a Convertible Promissory Note to the Holder. The Holder provided the Company with $135,000 in cash, which was received by the Company during the period ended September 30, 2018. The Company promised to pay the principal amount, together with guaranteed interest at the annual rate of 12%, with principal and accrued interest on the Note due and payable on August 9, 2019 (unless converted under terms and provisions as set forth within the Agreement). The Note provides the Holder with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price equal to the lower of (i) $0.65 per share or (ii) the price of the next financing during the 180 days after the date of the Agreement, subject to adjustments noted within the Agreement. The number of shares issuable upon a conversion shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of the Note to be converted by (y) the Conversion Price. The Agreement requires the Company to reserve and keep available out of its authorized and unissued shares of common stock the amount of shares that would be issued upon conversion of the Note, which includes the outstanding principal amount of the Note and interest accrued and to be accrued through the date of maturity.
|
[
{
"Currency / Unit": "pure",
"End character": 48,
"End date for period": "2018-08-08",
"Label": "us-gaap:DebtInstrumentInterestRateStatedPercentage",
"Start character": 46,
"Start date for period": "2018-08-08",
"Value": 0.12
},
{
"Currency / Unit": "pure",
"End character": 469,
"End date for period": "2018-08-08",
"Label": "us-gaap:DebtInstrumentInterestRateStatedPercentage",
"Start character": 467,
"Start date for period": "2018-08-08",
"Value": 0.12
}
] |
10-K
|
0001213900-18-017775
|
2018-12-21T21:54:32+00:00
|
20180930
|
Rasna Therapeutics Inc.
|
As of September 30, 2018, the Company is expected to have net operating loss carryforwards of approximately $6.9 million for federal tax purposes, which will expire in 2037. As of March 31, 2017 the Company had a net operating loss ("NOL") carryforwards of approximately $2.0 million. The utilization of these NOL's may be subject to limitations based on past and future changes in ownership of the Company pursuant to Internal Revenue Code section 382. The Company has determined that ownership changes may have occurred for Internal Revenue Code section 382 purposes and therefore, the ability of the Company to utilize its NOLs may be limited.
|
[
{
"Currency / Unit": "USD",
"End character": 112,
"End date for period": "2018-09-30",
"Label": "us-gaap:OperatingLossCarryforwards",
"Start character": 109,
"Start date for period": "2018-09-30",
"Value": 6900000
},
{
"Currency / Unit": "USD",
"End character": 275,
"End date for period": "2017-03-31",
"Label": "us-gaap:OperatingLossCarryforwards",
"Start character": 272,
"Start date for period": "2017-03-31",
"Value": 2000000
}
] |
10-K
|
0001213900-18-017775
|
2018-12-21T21:54:32+00:00
|
20180930
|
Rasna Therapeutics Inc.
|
$6.9 million for federal tax purposes, which will expire in 2037. As of March 31, 2017 the Company had a net operating loss ("NOL") carryforwards of approximately
|
[
{
"Currency / Unit": "USD",
"End character": 4,
"End date for period": "2018-09-30",
"Label": "us-gaap:OperatingLossCarryforwards",
"Start character": 1,
"Start date for period": "2018-09-30",
"Value": 6900000
}
] |
10-K
|
0001213900-18-017775
|
2018-12-21T21:54:32+00:00
|
20180930
|
Rasna Therapeutics Inc.
|
Based upon the above criteria, the Company believes that it is more likely than not that the remaining net deferred tax assets will not be realized. Accordingly, the Company has recorded a full valuation allowance of approximately $2.4 million against the deferred tax asset that is not expected to be realized.
|
[
{
"Currency / Unit": "USD",
"End character": 235,
"End date for period": "2018-09-30",
"Label": "us-gaap:DeferredTaxAssetsValuationAllowance",
"Start character": 232,
"Start date for period": "2018-09-30",
"Value": 2400000
}
] |
10-K
|
0001213900-18-017775
|
2018-12-21T21:54:32+00:00
|
20180930
|
Rasna Therapeutics Inc.
|
The Tax Cuts and Jobs Act (The 2017 Tax Act) was enacted on December 22, 2017. The 2017 Act reduces the U.S. federal corporate tax rate from 34% to 21%. Accordingly, the Company has modified the value of the deferred tax assets and liabilities including the net operating loss carryover at September 30, 2018. Prior enactment of the new tax reform, the Company had total net deferred tax assets of $3.4m before Valuation Allowance at September 30, 2018. Taking the 2017 Tax Act into consideration, the Company's total net deferred tax assets were $2.4m before Valuation Allowance at September 30, 2018.
|
[
{
"Currency / Unit": "USD",
"End character": 402,
"End date for period": "2018-09-30",
"Label": "rasp:DeferredTaxAssetsGrossPriorEnactmentOfNewTaxReform",
"Start character": 399,
"Start date for period": "2018-09-30",
"Value": 3400000
},
{
"Currency / Unit": "USD",
"End character": 551,
"End date for period": "2018-09-30",
"Label": "us-gaap:DeferredTaxAssetsGross",
"Start character": 548,
"Start date for period": "2018-09-30",
"Value": 2400000
}
] |
10-K
|
0001213900-18-017775
|
2018-12-21T21:54:32+00:00
|
20180930
|
Rasna Therapeutics Inc.
|
In the years ended March 31, 2017 and 2016, the Company, known at the time as Arna Therapeutics Limited, was registered in British Virgin Islands, with a standard rate of tax of 0%, and as such has no tax liability in this jurisdiction. Additionally, there are no material uncertain tax positions in any of the jurisdictions that the Company operates.
|
[
{
"Currency / Unit": "pure",
"End character": 31,
"End date for period": "2017-03-31",
"Label": "us-gaap:EffectiveIncomeTaxRateReconciliationChangeInEnactedTaxRate",
"Start character": 30,
"Start date for period": "2016-04-01",
"Value": 0
}
] |
10-K
|
0001213900-18-017775
|
2018-12-21T21:54:32+00:00
|
20180930
|
Rasna Therapeutics Inc.
|
On May 24, 2017, the Company entered into an employment agreement with Dr. Kunwar Shailubhai in which Dr. Shailubhai agreed to act as Chief Executive Officer and Chief Scientific Officer. Pursuant to the Employment Agreement, Dr. Shailubhai’s current base compensation is $300,000 per year. Dr. Shailubhai is eligible to receive a cash bonus of up to 35% of his base salary per year based on meeting certain performance objectives and bonus criteria. Pursuant to the Employment Agreement, Dr. Shailubhai received a grant of stock options to purchase 1,700,000 shares of common stock which vest over 4 years. The fair value of these options is $985,081.
|
[
{
"Currency / Unit": "pure",
"End character": 353,
"End date for period": "2017-05-24",
"Label": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardMaximumEmployeeSubscriptionRate",
"Start character": 351,
"Start date for period": "2017-05-24",
"Value": 0.35000000000000003
}
] |
10-K
|
0001213900-18-017775
|
2018-12-21T21:54:32+00:00
|
20180930
|
Rasna Therapeutics Inc.
|
Dr. Shailubhai is eligible to receive a cash bonus of up to 35% of his base salary per year based on meeting certain performance objectives and bonus criteria.
|
[
{
"Currency / Unit": "pure",
"End character": 62,
"End date for period": "2017-05-24",
"Label": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardMaximumEmployeeSubscriptionRate",
"Start character": 60,
"Start date for period": "2017-05-24",
"Value": 0.35000000000000003
}
] |
10-K
|
0001213900-18-017775
|
2018-12-21T21:54:32+00:00
|
20180930
|
Rasna Therapeutics Inc.
|
On October 19, 2018 the Company issued a 12% convertible promissory note (the “Note”) in the principal amount of $100,000. The Note has a maturity date of October 19, 2019 and is convertible by the holder at any time into shares of the Company’s common stock at a conversion price equal to the lower of (i) $0.65 per share or (ii) the price of the next financing during the 180 days after the date of the Note. If the holder has not converted the Note into common stock by the maturity date, the Company must repay the outstanding principal amount plus accrued interest.
|
[
{
"Currency / Unit": "pure",
"End character": 43,
"End date for period": "2018-10-19",
"Label": "us-gaap:DebtInstrumentInterestRateStatedPercentage",
"Start character": 41,
"Start date for period": "2018-10-19",
"Value": 0.12
}
] |
10-K
|
0001213900-18-017775
|
2018-12-21T21:54:32+00:00
|
20180930
|
Rasna Therapeutics Inc.
|
In connection with the promissory note, the Company has also agreed to issue to the introductory agent a number of shares equal to 10% of the number of shares of common stock issued to noteholder upon such conversion.
|
[
{
"Currency / Unit": "pure",
"End character": 133,
"End date for period": "2018-10-19",
"Label": "rasp:SharesIssuedToIntroductoryAgentPercentageOfNumberOfSharesIssuedToNoteHolderUponConversion",
"Start character": 131,
"Start date for period": "2018-10-19",
"Value": 0.1
}
] |
10-K
|
0000807863-18-000115
|
2018-12-13T19:39:11+00:00
|
20180930
|
MITEK SYSTEMS INC
|
Mitek Systems, Inc. ("Mitek" or the "Company") is a leading innovator of mobile capture and digital identity verification solutions. We are a software development company with expertise in artificial intelligence and machine learning. The Company is currently serving more than 6,100 financial services organizations and leading marketplace and financial technology ("fintech") brands across the globe. The Company's solutions are embedded in native mobile apps and mobile optimized websites to facilitate better mobile user experiences, fraud detection and reduction, and compliant transactions.
|
[
{
"Currency / Unit": "mitk:institution",
"End character": 283,
"End date for period": "2018-09-30",
"Label": "mitk:NumberOfFinancialInstitutionsThatSignedAgreementToDeployMobileDeposit",
"Start character": 278,
"Start date for period": "2018-09-30",
"Value": 6100
}
] |
10-K
|
0000807863-18-000115
|
2018-12-13T19:39:11+00:00
|
20180930
|
MITEK SYSTEMS INC
|
Mobile Deposit® is the category leading product that allows individuals and businesses to remotely deposit checks using their camera-equipped smartphone or tablet. The Company's Mobile Deposit® solution has now processed over two billion check deposits. Mitek began selling Mobile Deposit® in the second fiscal quarter of 2008, and received our first patent issued for this product in August 2010. As of September 30, 2018, the Company has been granted 49 patents and it has an additional 21 patent applications pending.
|
[
{
"Currency / Unit": "mitk:patent",
"End character": 455,
"End date for period": "2018-09-30",
"Label": "mitk:NumberOfPatentsGranted",
"Start character": 453,
"Start date for period": "2018-09-30",
"Value": 49
},
{
"Currency / Unit": "mitk:patent",
"End character": 491,
"End date for period": "2018-09-30",
"Label": "mitk:NumberOfPendingPatentApplications",
"Start character": 489,
"Start date for period": "2018-09-30",
"Value": 21
}
] |
10-K
|
0000807863-18-000115
|
2018-12-13T19:39:11+00:00
|
20180930
|
MITEK SYSTEMS INC
|
The Company has foreign subsidiaries that operate and sell products and services in various countries and jurisdictions around the world. As a result, the Company is exposed to foreign currency exchange risks. For those subsidiaries whose functional currency is not the U.S. dollar, assets and liabilities are translated into U.S. dollars equivalents at the exchange rate in effect on the balance sheet date and revenues and expenses are translated into U.S. dollars using the average exchange rate over the period. Resulting currency translation adjustments are recorded in accumulated other comprehensive income (loss) in the consolidated balance sheet. The Company recorded net losses resulting from foreign exchange translation of $0.7 million for the fiscal year ended September 30, 2018, net gains resulting from foreign exchange translation of $0.2 million for the fiscal year ended September 30, 2017, and net losses resulting from foreign exchange translation of $46,000 for the fiscal year ended September 30, 2016.
|
[
{
"Currency / Unit": "USD",
"End character": 739,
"End date for period": "2018-09-30",
"Label": "us-gaap:OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax",
"Start character": 736,
"Start date for period": "2017-10-01",
"Value": -700000
},
{
"Currency / Unit": "USD",
"End character": 855,
"End date for period": "2017-09-30",
"Label": "us-gaap:OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax",
"Start character": 852,
"Start date for period": "2016-10-01",
"Value": 200000
},
{
"Currency / Unit": "USD",
"End character": 979,
"End date for period": "2016-09-30",
"Label": "us-gaap:OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax",
"Start character": 973,
"Start date for period": "2015-10-01",
"Value": -46000
}
] |
10-K
|
0000807863-18-000115
|
2018-12-13T19:39:11+00:00
|
20180930
|
MITEK SYSTEMS INC
|
Trade accounts receivable are recorded at the net invoice value and are not interest bearing. The Company considers receivables past due based on the contractual payment terms. Allowances for doubtful accounts are established based on various factors including credit profiles of the Company’s customers, contractual terms and conditions, historical payments, and current economic trends. The Company reviews its allowances by assessing individual accounts receivable over a specific aging and amount. Accounts receivable are written off on a case-by-case basis, net of any amounts that may be collected. The Company had no write-offs of the allowance for doubtful accounts for the fiscal years ended September 30, 2018, 2017, and 2016, respectively. The Company maintained an allowance for doubtful accounts of $262,000 and $31,000 as of September 30, 2018 and 2017, respectively.
|
[
{
"Currency / Unit": "USD",
"End character": 820,
"End date for period": "2018-09-30",
"Label": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent",
"Start character": 813,
"Start date for period": "2018-09-30",
"Value": 262000
},
{
"Currency / Unit": "USD",
"End character": 832,
"End date for period": "2017-09-30",
"Label": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent",
"Start character": 826,
"Start date for period": "2017-09-30",
"Value": 31000
}
] |
10-K
|
0000807863-18-000115
|
2018-12-13T19:39:11+00:00
|
20180930
|
MITEK SYSTEMS INC
|
Depreciation and amortization of property and equipment are provided using the straight-line method over estimated useful lives ranging from three to ten years. Leasehold improvements are amortized over the shorter of the lease term or estimated useful life of the assets. Depreciation and amortization of property and equipment totaled $0.6 million, $0.3 million, and $0.8 million for the fiscal years ended September 30, 2018, 2017, and 2016, respectively. Expenditures for repairs and maintenance are charged to operations. Total repairs and maintenance expenses were $0.1 million, $0.2 million and $0.2 million for the fiscal years ended September 30, 2018, 2017, and 2016, respectively.
|
[
{
"Currency / Unit": "USD",
"End character": 341,
"End date for period": "2018-09-30",
"Label": "us-gaap:DepreciationDepletionAndAmortization",
"Start character": 338,
"Start date for period": "2017-10-01",
"Value": 600000
},
{
"Currency / Unit": "USD",
"End character": 355,
"End date for period": "2017-09-30",
"Label": "us-gaap:DepreciationDepletionAndAmortization",
"Start character": 352,
"Start date for period": "2016-10-01",
"Value": 300000
},
{
"Currency / Unit": "USD",
"End character": 373,
"End date for period": "2016-09-30",
"Label": "us-gaap:DepreciationDepletionAndAmortization",
"Start character": 370,
"Start date for period": "2015-10-01",
"Value": 800000
},
{
"Currency / Unit": "USD",
"End character": 575,
"End date for period": "2018-09-30",
"Label": "us-gaap:CostOfPropertyRepairsAndMaintenance",
"Start character": 572,
"Start date for period": "2017-10-01",
"Value": 100000
},
{
"Currency / Unit": "USD",
"End character": 589,
"End date for period": "2017-09-30",
"Label": "us-gaap:CostOfPropertyRepairsAndMaintenance",
"Start character": 586,
"Start date for period": "2016-10-01",
"Value": 200000
},
{
"Currency / Unit": "USD",
"End character": 606,
"End date for period": "2017-09-30",
"Label": "us-gaap:CostOfPropertyRepairsAndMaintenance",
"Start character": 603,
"Start date for period": "2016-10-01",
"Value": 200000
}
] |
10-K
|
0000807863-18-000115
|
2018-12-13T19:39:11+00:00
|
20180930
|
MITEK SYSTEMS INC
|
Costs related to software acquired, developed, or modified solely to meet our internal requirements, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during post implementation operational stage are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. The Company defines the design, configuration, and coding process as the application development stage. The Company capitalized $0.9 million of costs related to computer software developed for internal use during the year ended September 30, 2018. The Company did not capitalize any costs related to computer software developed for internal use during the year ended September 30, 2017. The Company recognized $0.1 million of amortization expense from internal use software during the year ended September 30, 2018. The Company had no amortization expense from internal use software during the years ended September 30, 2017 and 2016.
|
[
{
"Currency / Unit": "USD",
"End character": 574,
"End date for period": "2018-09-30",
"Label": "mitk:CapitalizedSoftwareDevelopmentCostsForSoftwareForInternalUse",
"Start character": 571,
"Start date for period": "2018-09-30",
"Value": 900000
},
{
"Currency / Unit": "USD",
"End character": 856,
"End date for period": "2018-09-30",
"Label": "mitk:CapitalizedComputerSoftwareForInternalUseAmortization",
"Start character": 853,
"Start date for period": "2017-10-01",
"Value": 100000
}
] |
10-K
|
0000807863-18-000115
|
2018-12-13T19:39:11+00:00
|
20180930
|
MITEK SYSTEMS INC
|
(“ASC Topic 280”), management has determined that the Company operates in one segment and consists of one reporting unit given the similarities in economic characteristics between its operations and the common nature of its products, services and customers. Because the Company has only one reporting unit, and because the Company is publicly traded, the Company determines the fair value of the reporting unit based on its market capitalization as it believe this represents the best evidence of fair value. In the fourth quarter of fiscal 2018, management completed its annual goodwill impairment test and concluded that the Company’s goodwill was not impaired. The Company’s conclusion that goodwill was not impaired was based on a comparison of its net assets to its market capitalization.
|
[
{
"Currency / Unit": "mitk:segment",
"End character": 77,
"End date for period": "2018-09-30",
"Label": "us-gaap:NumberOfOperatingSegments",
"Start character": 74,
"Start date for period": "2017-10-01",
"Value": 1
},
{
"Currency / Unit": "mitk:segment",
"End character": 105,
"End date for period": "2018-09-30",
"Label": "us-gaap:NumberOfOperatingSegments",
"Start character": 102,
"Start date for period": "2017-10-01",
"Value": 1
},
{
"Currency / Unit": "mitk:segment",
"End character": 290,
"End date for period": "2018-09-30",
"Label": "us-gaap:NumberOfOperatingSegments",
"Start character": 287,
"Start date for period": "2017-10-01",
"Value": 1
}
] |
10-K
|
0000807863-18-000115
|
2018-12-13T19:39:11+00:00
|
20180930
|
MITEK SYSTEMS INC
|
The Company has certain loan agreements with Spanish government agencies which were assumed when the Company acquired ICAR. These agreements are have repayment periods of five to twelve years and bear no interest. As of September 30, 2018, $0.8 million, was outstanding under these agreements and $0.3 million and $0.5 million is recorded in other current liabilities and other non-current liabilities, respectively, in the consolidated balance sheets.
|
[
{
"Currency / Unit": "USD",
"End character": 244,
"End date for period": "2018-09-30",
"Label": "us-gaap:LoansPayable",
"Start character": 241,
"Start date for period": "2018-09-30",
"Value": 800000
},
{
"Currency / Unit": "USD",
"End character": 301,
"End date for period": "2018-09-30",
"Label": "us-gaap:LoansPayableCurrent",
"Start character": 298,
"Start date for period": "2018-09-30",
"Value": 300000
},
{
"Currency / Unit": "USD",
"End character": 318,
"End date for period": "2018-09-30",
"Label": "us-gaap:LongTermLoansPayable",
"Start character": 315,
"Start date for period": "2018-09-30",
"Value": 500000
}
] |
10-K
|
0000807863-18-000115
|
2018-12-13T19:39:11+00:00
|
20180930
|
MITEK SYSTEMS INC
|
Advertising costs are expensed as incurred and totaled $0.5 million, $0.3 million and $0.2 million during the fiscal years ended September 30, 2018, 2017, and 2016, respectively.
|
[
{
"Currency / Unit": "USD",
"End character": 59,
"End date for period": "2018-09-30",
"Label": "us-gaap:AdvertisingExpense",
"Start character": 56,
"Start date for period": "2017-10-01",
"Value": 500000
},
{
"Currency / Unit": "USD",
"End character": 73,
"End date for period": "2017-09-30",
"Label": "us-gaap:AdvertisingExpense",
"Start character": 70,
"Start date for period": "2016-10-01",
"Value": 300000
},
{
"Currency / Unit": "USD",
"End character": 90,
"End date for period": "2016-09-30",
"Label": "us-gaap:AdvertisingExpense",
"Start character": 87,
"Start date for period": "2015-10-01",
"Value": 200000
}
] |
Subsets and Splits
Transform Dates and Entities
Transforms and standardizes the filing and quarter dates, and the dates within entities, making the data more uniform and easier to analyze for temporal patterns and trends.
Top Entities by Count
Discovers the most frequently occurring entities and their associated currency units, providing insights into prominent mentions and economic contexts.
Stock Repurchase Program Data
Extracts key details about stock repurchase program authorizations, grouped by date, CIK, and filing timestamp, providing a structured look at these financial events.
Top Entity Labels Count
Counts the occurrences of each entity label in the dataset, providing insight into the distribution of labeled entities.
Formatted Financial Data Extract
The query performs some basic data cleaning and transformation, specifically converting date formats, but the results are limited and do not provide deep analytical insights or reveal meaningful patterns.