SEC Comment Letter for i3 Verticals, Inc. (IIIV) (CIK 0001728688) (IIIV) — Apr 19, 2021
i3 Verticals, Inc. (IIIV) (CIK 0001728688)
Date: April 19, 2021 · CIK: 0001728688 · Accession: 0000000000-21-004815
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo April 19, 2021 Clay Whitson Chief Financial Officer i3 Verticals, Inc. 40 Burton Hills Blvd., Suite 415 Nashville, TN 37215 Re:i3 Verticals, Inc. Form 8-K Filed November 19, 2020 Response dated April 8, 2021 File No. 1-38532 Dear Mr. Whitson: We have reviewed your April 8, 2021 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our March 29, 2021 letter. Form 8-K Filed November 19, 2020 Exhibit 99.1, page 11 1.We reviewed your response to comment 4. We continue to believe making adjustments to reverse the purchase accounting adjustments for deferred revenue results in individually tailored recognition and measurement methods. In future filings, please revise to remove these adjustments. Refer to Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations and Rule 100(b) of Regulation G.
Exhibit 99.2, page 1 2.We reviewed your response to comment 5. Our comment was aimed at you presenting the GAAP financial measures in instances where you present the non-GAAP measures,
FirstName LastNameClay Whitson Comapany Namei3 Verticals, Inc. April 19, 2021 Page 2 FirstName LastName Clay Whitson i3 Verticals, Inc. April 19, 2021 Page 2 not the reconciliations that are presented later in the document. Please revise in future filings. You may contact Tony Watson at (202) 551-3318 or Adam Phippen at (202) 551-3336 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
April 19, 2021
Clay Whitson
Chief Financial Officer
i3 Verticals, Inc.
40 Burton Hills Blvd., Suite 415
Nashville, TN 37215
Re:i3 Verticals, Inc.
Form 8-K Filed November 19, 2020
Response dated April 8, 2021
File No. 1-38532
Dear Mr. Whitson:
We have reviewed your April 8, 2021 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
March 29, 2021 letter.
Form 8-K Filed November 19, 2020
Exhibit 99.1, page 11
1.We reviewed your response to comment 4. We continue to believe making adjustments to
reverse the purchase accounting adjustments for deferred revenue results in individually
tailored recognition and measurement methods. In future filings, please revise to remove
these adjustments. Refer to Question 100.04 of the Non-GAAP Compliance and
Disclosure Interpretations and Rule 100(b) of Regulation G.
Exhibit 99.2, page 1
2.We reviewed your response to comment 5. Our comment was aimed at you presenting the
GAAP financial measures in instances where you present the non-GAAP measures,
FirstName LastNameClay Whitson
Comapany Namei3 Verticals, Inc.
April 19, 2021 Page 2
FirstName LastName
Clay Whitson
i3 Verticals, Inc.
April 19, 2021
Page 2
not the reconciliations that are presented later in the document. Please revise in future
filings.
You may contact Tony Watson at (202) 551-3318 or Adam Phippen at (202) 551-3336 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services