Good day, everyone, and welcome to the i3 Verticals Fourth Quarter 2023 Earnings Conference Call. Today's call is being recorded and a replay will be available starting today through November 27th. The number for the replay is 877-344-7529 and the code is 7272540. The replay may also be accessed for 30 days at the company's website.

At this time, for opening remarks, I'd like to turn the floor over to Geoff Smith, SVP of Finance. Please go ahead, sir..

Good morning, and welcome to the Fourth Quarter 2023 Conference Call for i3 Verticals. Joining me on this call are Greg Daily, our Chairman and CEO; Clay Whitson, our CFO; Rick Stanford, our President; and Paul Christians, our COO.

To the extent any non-GAAP financial measure is discussed in today's call, you will also find a reconciliation to the most directly comparable GAAP financial measure by reviewing yesterday's earnings release. It is the company's intent to provide non-GAAP financial information to enhance understanding of its consolidated GAAP financial information.

This non-GAAP financial information shall be considered by each individual in addition to but not instead of the GAAP financial statements.

This conference call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements, among others, regarding the company's expected financial and operating performance.

For this purpose, any statements made during this call that are not statements of historical fact may be deemed to be forward-looking statements.

You are hereby cautioned that these forward-looking statements may be affected by the important factors, among others, set forth in the company's earnings release and in reports that are filed or furnished to the SEC. Consequently, actual operations and results may differ materially from those discussed in the forward-looking statements.

Finally, the information shared on this call is valid as of today's date and the company undertakes no obligation to update it except as may be required under applicable law. I now turn the call over to the company's Chairman and CEO, Greg Daily..

Thanks, Geoff, and good morning, to everyone on the call. I'm pleased to report a strong finish to fiscal year '23 and we're excited about what's coming in fiscal year '24. We've been on a great run, setting record revenue and adjusted EBITDA every quarter for the last three years. Revenue was up 13% in Q4.

And adjusted EBITDA was up 23% over the same quarter last year. This resulted in our best adjusted EBITDA margin in the last four years. We're on a mission, to use software to solve problems for our customers in our targeted vertical markets. Our software and related services revenue was up 19% over the same quarter last year.

We are at our best bringing customers scalable cloud based platforms with continuing updated features and security improvements. A subset of software revenue SaaS revenue grew at 23% over the same quarter last year. Overall software and related services revenue made up over 50% of total revenue for fiscal year 2023.

Clay will address the balance sheet later, but we are pleased to have de-levered to below 3.8 times. Our cash flow provides us ample room to execute on opportunities, but our standards remain high and we're very selective with our M&A targets. In a year of less M&A, I want to reemphasize my remarks of Q3.

This year, we've made tremendous strides in integrating and improving our businesses. I am proud of the efforts of all of our employees, led by Rick Stanford and Clay and Paul Christians, who have helped us collaborate and build such a strong foundation.

We've realigned our business in public sector, healthcare, merchant services and organized best of class in shared enterprise solutions and marketing functions. The guiding principles and all of this is our whole is greater than the sum of our parts and we have a great internal culture. Our employees have bought in.

Our focus next year will be growth, we're excited about all the opportunities in front of us, and I am confident in our team's execution. I'll now turn the call over to Clay and he'll provide you more details on our fourth quarter financial performance.

Following Clay's comments, Rick will provide more detailed update on the business and address M&A, and then we'll open up the call for questions..

Thanks, Greg. The following pertains to the fourth quarter of our fiscal year 2023, which is the quarter ended September 30th, 2023. Please refer to the slide presentation titled Supplemental Information on our website for reference with this discussion. We had another solid quarter with record revenues and adjusted EBITDA.

Revenues for the fourth quarter increased 13% to $96.4 million, the midpoint of our guidance from $85.3 million for Q4 2022. Reflecting organic growth and acquisitions, our revenue yield improved to 153 basis points for the quarter from 140 basis points for Q4 2022.

Organic revenue growth for this quarter was a little above 7%, as mentioned on the Q3 earnings call, the end of free federally funded lunch and our education vertical anniversaried in Q4. And certain states stepped in to subsidize lunches for this school year.

Consequently, the $2 million step-up in revenues from Q3 to Q4 of fiscal year '22 did not repeat in fiscal year '23. And growth was slowed by newly subsidized lunches. ARR totaled $313 million for Q4 '23 compared to $281 million for Q4 '22. SaaS revenues increased 23% from Q4 '22 to Q4 '23.

Over 80% of our revenues in the quarter continued to come from recurring sources. Software and related services remained the largest portion of our revenues, representing 50% for Q4. Payments represented 44% and others 6%.

Adjusted EBITDA increased 23% outpacing revenues to $26.8 million for Q4 2023 from $21.7 million for Q4 2022 reflecting continued momentum in our Software and Services segment.

Adjusted EBITDA as a percentage of revenue increased to 27.8% for Q4 '23 from 25.5% for Q4 '22, reflecting margin improvement in our software and services and merchant services segments. Pro-forma adjusted diluted earnings per share increased to $0.40 for Q4 '23 from $0.39 for Q4 '22.

Again, please refer to the press release for a full description and reconciliation. Segment performance. Revenues on our Software and Services segment increased 16% to $60.1 million for Q4 '23 from $51.8 million for Q4 '22 reflecting -- principally reflecting growth in our public sector vertical.

Public sector, including education represents over half of our consolidated business, both acquisitions during fiscal year '23 were in the public sector vertical. The segments adjusted EBITDA improved 24% to $21.2 million for Q4 '23 from $17.1 million for Q4 '22 outpacing revenues.

Adjusted EBITDA as a percentage of revenue improved to 35.3% for Q4 '23 from 33% for Q4 '22 reflecting high margin public sector acquisitions during the year and cost efficiencies gained from an internal realignment within verticals, on which Rick will elaborate. We expect these efficiencies to carry over into 2024 performance as well.

Revenues for our merchant services segment increased 9% to $36.4 million for Q4 '23 from $33.4 million for Q4 '22, principally reflecting growth in our B2B and ISO channels. Adjusted EBITDA for our merchant services segment increased 18% to $10.8 million for Q4 '23 from $9.1 million for Q4 '22 outpacing revenues.

Our revenue yield moved up a few basis points with continued expense control. Balance sheet, our balance sheet remains strong and well positioned for '24. On September 30th, we had $269 million borrowed under our revolver, net of cash. The face value of our convertible notes are $117 million.

As of September 30th, our total leverage ratio was less than 3.8 times. The current constraint is five times under our $450 million revolving credit. The interest rate for the convertible notes is 1% while the interest rate for the revolver is currently around 8.5%. We have remained disciplined in our approach to growth and acquisitions.

For fiscal 2024, we expect to convert over half of adjusted EBITDA into free cash flow. We define free cash flow as adjusted EBITDA minus CapEx, internally capitalized software, cash interest and cash taxes. Free cash flow can be used for debt repayment, acquisitions and earn-outs.

During fiscal '23, we paid approximately $26 million in earn-outs, it was down from $43 million in fiscal '22. Our estimate for earn-out payments in fiscal '24 is currently just $7 million. In the absence of acquisitions, we currently expect to finish fiscal '24 with a leverage ratio of less than three times. Outlook.

Looking forward, the solid finish to our fiscal year gives us confidence in the following guidance for fiscal year '24. It excludes acquisitions that have not yet closed and transaction related costs. Revenues $385 million to $410 million.

Adjusted EBITDA, $109 million to $119 million, appreciation and internally developed software amortization $11 million to $13 million, cash interest expense $22 million to $25 million and pro-forma adjusted diluted EPS $1.60 to $1.78.

From a seasonal standpoint, we currently expect the quarters of fiscal year '24 follow a similar pattern to those of fiscal year '23. As we become more software centric, quarters may vary based upon perpetual license sales even though our trend is generally toward more recurring revenue streams.

I will now turn the call over to Rick for company updates and pipeline..

Thank you, Clay. Good morning, everyone. I'll begin with updates on the business and then cover M&A. Our 2023 fiscal year ended on a high note as we continue to see the positive results of realigning our organizational structure to better support our large and complex customers.

If you remember, we started this realignment process with public sector and then we moved to healthcare. We started by examining the advantages and disadvantages of each of our vertical businesses. We then devised programs to spread enterprise wide strengths and strengthen weaker areas across the company.

During Q4, i3 healthcare solutions continued down the path of realignment with the establishment of four core sub-verticals. These sub-verticals include care delivery, which encompasses EHR practice management, patient engagement and patient payments. RCM Services featuring revenue cycle management services, advisory services and practice services.

Payer solutions consisting of appeals and grievances and our provider management platform and business solutions, which focuses on supporting business functions such as finance accounting, HR and legal.

Payer solutions, continued to thrive with a significant investment from one of the nation's largest healthcare payers with increased adoption of the i3 universal appeals and grievances platform. Extending its reach to an expanded user group underscores the platform's value and significance in the healthcare landscape.

The RCM Services segment reported positive momentum securing six new clients during the quarter. Additionally, the segment maintained growth with some of its largest academic medical institutions, highlighting the industry's recognition and trust in i3 healthcare solutions.

Overall, the quarter showcase i3 healthcare solutions as a robust and thriving entity with strategic realignment and continued success across its diversified sub-verticals. Not surprisingly, our people have adjusted to the new structure and are attacking new opportunities that are now available to them.

A great example of this happened this past quarter as we realigned areas of our merchant services business to create the commerce technology solutions team or CommTech.

This team includes development, support implementation, integration and product evolution which more efficiently allows us to provide our payment enabled software solutions, sales and marketing support to customers in the integrated POS property management, non-profit and ISV markets.

The CommTech team is fully engaged and invested in providing our payment technologies throughout our enterprise, our shared services model has been successful across i3. An example of this is the strides that our marketing team has made in unifying all entities under the i3 Verticals one company, one brand initiative.

i3 marketing coordinates with vertical leadership to position our messaging in a strategic effective manner. The enterprise level marketing team coordinates with dedicated vertical market and product managers to ensure brand continuity as all entities are actively working to brand as i3.

By structuring the teams, so the key decisions are made in conjunction with team members who are closest to the customers, we solidified domain expertise and customer loyalty. Another example of our shared services model is our Enterprise Solutions Group.

Part of this group, the implementation team is currently integrating two state-wide transportation solutions and in JusticeTech, digital evidence management was launched in a large Midwestern state and our E-Filing solution was successfully launched with the first round of courts in Georgia and the second round is scheduled for December.

I mentioned our enterprise RFP response team last quarter. This team's ability to create compelling proposals as a result of a unified approach to writing, research and solution engineering. The quantity and quality of RFP responses has increased.

By closely tracking each stage of the process, we can see a trend in initial responses evolving to solution demonstrations and following demonstrations we are winning more deals with this model. We are boosting our cloud migration strategy for vital technologies over the coming year as part of our commitment to utilizing strong technical solutions.

We have successfully migrated the vast majority of our historic vendor co-location providers to the public cloud. Our business is functioning more efficiently and effectively since the realignment.

We continue to see the market respond positively to our adjustments, customers are choosing to partner with us and trust us with more and more of their business. With that in mind, we recently won a large software project with a multistate utility that provides services to several million customers.

While the revenue primarily relate to our fiscal year 2025 and beyond this contract is indicative of the high quality deals we can source go forward. This contract further expands our footprint in the Midwest and Southwest. Additionally, in public sector we closed sizable deals in our JusticeTech, utility and ERP sub-verticals.

We signed a deal with a global leader in software and solutions for project-based businesses, two integrations are complete and two more integrations for the professional service industry are scheduled in the next few months.

The pipeline with current and future integrations continues to grow our enterprise solutions group is currently working on several hundred implementations as we speak. All-in-all, we couldn't be more excited with our realignments across the Board and our people are creating an environment where entrepreneurship is rewarded.

While almost completed our vision of one company, one brand, is coming to fruition. This rebranding effort will be 100% complete by the end of December. I'll now speak to M&A. This past quarter produced several opportunities to look at and evaluate potential targets for acquisition.

Most of them were in public sector, with a few in healthcare and education. While we have continuing interest in some of these targets and conversations are ongoing the timing and other things unique to each of them will dictate when and if we get to a term sheet.

Regardless, our pipeline continues to be full of companies largely in both public sector and healthcare despite a few months without closing a deal our philosophy regarding acquisitions has not changed and we will continue to be opportunistic with select acquisitions.

In the meantime, we will continue to focus on growing the company, streamlining operations and paying down debt. As usual, we continue to self-source our acquisition targets. This concludes my comments, Jamie, at this time, we'll open the call for Q&A please..

Ladies and gentlemen, at this time, we'll begin the question-and-answer session. [Operator Instructions] Our first question today comes from John Davis from Raymond James. Please go ahead with your question..

Hey, guys. This is Taylor on for JD. It's good to see pretty significant margin expansion embedded in the outlook for next year. I think it implies over 150 basis points of expansion, which is above what you've usually targeted.

So just curious what's driving that for next year?.

We mentioned and Rick elaborated on some internal alignments we did within our verticals. Those just really gathered steam in our fourth quarter and so you will see the full effect of them in 2024..

Got you. Thanks. And then just on quarter-to-date trends just curious what you're seeing through October and November, if there's any pockets of weakness or areas of surprise to the upside? Thanks..

Hospitality, has, it seems like it was the last thing that kind of come back from COVID. Restaurants were opened, but not fully staffed for a while and -- so that year-over-year comparison has flattened out or leveled out over the past few months..

Thanks, guys..

And our next question comes from Matt VanVliet from BTIG. Please go ahead with your question..

Hey, good morning, thanks for taking the questions. I guess as you look towards the end of the calendar year here curious what you're seeing from sales cycles.

I guess demand from customers in terms of greater diligence or anything like that, that might be creating a little more friction in the system and what if anything would you attribute any additional friction that you are seeing too?.

This is Paul Christians. We are -- we can't see any measurable adjustments in that, Matt it seems as if our activity levels in public sector and healthcare on both a commercial and RFP basis are up and our commerce technology solutions is also getting a high degree of activity.

I think some of that may be because of the realignment, we've also invested in an expanded sales force and that's beginning to manifest itself in several ways. And the ability for all of our salespeople to sell all products across their respective vertical also is enhancing the number of opportunities we see..

All right. Very helpful.

And then as you think about some of the other shared services, you've put in place, I know, earlier in the year you highlighted the sort of centralized RFP team, are you seeing, I guess, how would you characterize the level of sales activity heading into fiscal '24 and where should we expect or where are you targeting sort of the mix of software to end up in sort of the deal mix, as you look out towards next year?.

So, I think we're probably in the fourth or fifth inning of realizing the gains that we are going to see in our sales, marketing, integration with the realignment it's going very well. I mean it's definitely better than it was a year ago. I think it'll be a lot better a year from now.

What was the other part of the question?.

Just how the software mix is trending?.

Oh the mix. So, you know, it's -- that's gradually going to move up, the quality of our earnings I believe has gotten much better with more software, SaaS growing dramatically, 60%, 65% would be a goal that I think is attainable in the next 2.5, 3 years. Just nice and steady..

All right. Wonderful. Thank you for answering the questions..

Thanks, Matt..

[Operator Instructions] Our next question comes from Alex Markgraff from KeyBanc. Please go ahead with your question..

Hey, all. Thanks for taking my questions this morning.

Just first a follow-up on the comment around sales headcount, just curious is the scenario, you continue to hire or do you feel like the team is in a good spot headcount wise heading into fiscal '24?.

I think we feel like we're in a good spot and can deploy what we have hired but as we continue to gain momentum on that we will also continue to rehire and maintain the focus on vertical execution with the product mix that we have..

Great, thank you. And then Greg just I think in your prepared comments, you mentioned kind of a focus on growth in fiscal '24. If I heard you correctly. Just kind of curious if you could square that with the guide -- the full year guide just 7% at the mid-point.

Just any sort of additional thoughts there and screen the growth comment with the guide and just additional thoughts on inorganic opportunities would be helpful. That's part of it..

Yeah. Love the activity, love the pipeline, how we've come together, I believe, we go to some 150 conferences as a combined company now. There's probably four, five, six different companies represented at these conferences. So that when we sell a product I believe that we're probably instead of a $75,000 project it's a $100,000.

I mean, the type of thing, but we're optimistic about '24. We're being careful with the guide, but it -- I feel very comfortable with what I'm seeing the pipeline, the deals that we've already signed, we just haven't installed yet, so I'm optimistic about our guide..

Great. Thank you..

And our next question comes from James Faucette from Morgan Stanley. Please go ahead with your question..

Hi, everyone. It's Michael Infante on for James. Thanks for taking our question. Just wanted to ask a quick question on take rates, obviously strong for the overall combined business, but can you just unpack some of the drivers within both merchant services and software and payments.

It looks like there were some different sequential take rate trends in each that maybe were a little bit more outsized than prior year seasonality. So I just wanted to make sure I understood some of the drivers there. Thanks..

Well, in software and services. Well let me start with merchant services, we ticked up about four basis points in yield and we had some, we always try to sort of keep these, but even with Visa, Mastercard and they had a price increase in April some of ours didn't filter through until August. And so we had a four basis point increase there.

In software and services the take rate paying down a little bit and we've added some payment streams in the utilities business recently and that has very healthy margins, but I mean very healthy volumes, but it's a lower discount than you'd see in traffic tickets for example.

But overall, it improved as software and services grow, it's just so much higher in software and services, the mix improves pretty easily overtime..

Yeah, that makes sense. I appreciate it..

And ladies and gentlemen with that we'll be concluding today's question-and-answer session. I'd like to turn the floor back over to Greg for any closing remarks..

Thank you. To our team, to our investors thank you for your support and I hope everyone has a nice holiday. Thank you..

Ladies and gentlemen with that, we'll conclude today's conference call and presentation. We do thank you for joining. You may now disconnect your lines..