Good day, ladies and gentlemen, and welcome to Consensus Q4 2022 Earnings Call. My name is Paul, and I will be the operator assisting you today. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] On this call from Consensus will be Scott Turicchi, CEO; John Nebergall, COO; and Jim Malone, CFO. I will now turn the call over to John Nebergall, COO at Consensus. Thank you. You may begin.

Good afternoon, and welcome to the Consensus investor call to discuss our Q4 and full year 2022 financial results and our 2023 initial guidance. Joining me today are Scott Turicchi, CEO; and Jim Malone, CFO. The earnings call will begin with Scott providing opening remarks. I will give an update on a major realignment of our operating structure as well as sales and technology results, and then Jim will follow up and discuss our full year and Q4 financial results. After we finish with our prepared remarks, we will conduct a Q&A session. At that time, the operator will instruct you on procedures for asking a question. A copy of this presentation and the associated press release will be available on our website. Also, if you have any questions, you can always send an e-mail to investor@consensus.com. Before we begin our prepared remarks, allow me to direct you to the safe harbor language on Slide 2. As you know, this call and webcast will include forward-looking statements. Such statements may involve risks and uncertainties that would cause actual results to differ materially from the anticipated results. Some of those risks and uncertainties include, but are not limited to, the risk factors outlined on Slide 3 that we have disclosed in our SEC 10-K filing as well as a summary of those risk factors that we have included as part of the slide show for the webcast. We refer you to discussions in these documents regarding safe harbor language as well as forward-looking statements. Now let me turn the call over to Scott.

Thank you, John. I would like to touch on several areas before handing the call over to John and Jim for more details on our operations Q4 financial results, fiscal year '22 results as well as the publication of our 2023 guidance. As noted in our press release, we intend to file an amended Q3 2022 10-Q to primarily address 2 unintentional errors we have identified in the preparation of our Form 10-K. The first area is related to an accounting practice we inherited from the spin. Notably, our SOHO revenue stream was inadvertently grossed up by $5.3 million over the first 3 quarters of 2022 with a corresponding offset to bad debt expense. This correction has no impact on the company's operating income, net income, EBITDA or cash for the relevant periods. The second area relates to the timing of revenue recognition. We initially recognized $2.2 million of revenue in Q3 2022 for the sale of certain perpetual software licenses to one of our customers, which upon further review, we have decided to reclassify as deferred revenue. This correction impacts timing only, not the amount of revenue that we recognized over the contract term. Neither air has any impact on the company's cash or cash equivalents. Jim will provide further details in his financial presentation later in the call. Our operational miss in revenue for the year to achieve the low end of our revenue range was approximately $3 million and was largely due to the timing of both customer decisions and implementation. As we noted in our Q3 call and again earlier this year at an investor conference, we continued to see a more deliberate approach to decision-making and implementation by our largest prospects and customers. We believe that this trend will continue in 2023 and have accounted…

Thank you, Scott. Let's move to Slide 5. In early Q4 of last year, Johnny Hecker joined consensus. Johnny came to us from Google, where he led sales efforts in Europe and previous to that, has a long history in the Cloud Fax industry. We gave him the objective of evaluating our current go-to-market structure and to develop recommendations to improve our offensive capabilities, finding ways to break down any silos that stifle performance, ensuring a strong focus on health care, bringing more discipline in data analytics to drive the business and to find ways to make our overall execution, more effective and efficient. Based on those recommendations, the executive team has implemented a sweeping realignment of our go-to-market operation. I have asked Johnny to lead this new go-to-market team and have implemented the following changes. A strategic sales team has been established to focus on our largest current customers and biggest prospects, including government. This will be a hand-selected team working with only large multimillion dollar opportunities. A single direct sales organization that eliminates the former enterprise and mid-market sales approach for a more integrated sales operation. As part of this change, the old SoHo sales segment has been eliminated and responsibility for e-commerce sales is now a sales function rather than a marketing function. We have created a new discipline called the sales enablement and optimization function. This team will be dedicated to using data analytics and statistical analysis to continuously improve our sales process to manage our RFP and RFI responses and controlled pricing across the organization. This will unlock the power of our internal data collection program and optimize sales execution. Marketing will be consolidated into a single organization. We have recognized that our marketing program on the web also has an enormous impact on driving…

Thank you, John, and good afternoon, everyone. I would like to review our fourth quarter financial results, discuss our performance for the full year 2022 as well as provide our initial guidance for 2023. Before I discuss our Q4 results, and as Scott alluded to earlier in the call, I want to call out that overall revenue in 2022 was impacted by 2 extraordinary items totaling approximately $10 million. A legacy spin accounting practice that was inadvertently increased revenue with an offset reducing bad debt. A second separate accounting error in Q3, where a $2.5 million revenue transaction was incorrectly recorded as revenue instead of deferred revenue. Jumping to this first item, the SOHO legacy adjustment. As a consequence of the spin, consensus inherited a legacy Soho practice affecting revenue and bad debt. This practice inadvertently grossed up revenue with corresponding offset to bad debt expense. Our 2022 financials reflect a correcting adjustment, reducing revenue for the 9 months ending September 30, 2022, by $5.3 million and the full year by $7.3 million, with an offsetting reduction in our bad debt expense of the same amount with no impact on net income, EBITDA or cash. The adjustment is not a cumulative but represents a discrete reclassification between revenue and bad debt. This issue will not reoccur. The second item in the third quarter of 2022, the company recorded $2.5 million of revenue related to a sale of perpetual software products. Upon further consideration, the company reclassed the revenue to deferred revenue. Consensus invoiced the customer was paid in full in Q3. Revenue and EBITDA was reduced by $2.5 million and net income was negatively impacted by approximately $2 million. Now turning to the fourth quarter. Consolidated revenue was $90.2 million, an increase of $1.2 million compared to Q4 of 2021…

Thank you. We will now be conducting a question-and-answer session. In the interest of time, we ask that you please limit yourself to one question. If you would like to ask a question, so your telephone keypad. [Operator Instructions] The first question is coming from Fatima Boolani from Citigroup.

This is Mark on for Fatima. Digging a little bit into 2023 guidance, can you maybe parse out the assumptions on macro conditions and maybe how much noise or headwinds from the go-to-market realignment efforts you guys are expecting? And then just maybe as a quick follow-on there. Is there anything that we should keep in mind in terms of just first half, second half balance for the year, just given all the headwinds and changes that you guys are going through? And how we should think about the quarters for 2023?

Sure. This is Scott, Mark. Good to have you on the call. So, look, -- as you know, everybody's got their own view of the economy and whether we'll go into a recession. And if so, when, I'll give you our assumptions, and we're likely to be wrong on this as I suspect many companies are, but it does influence how we think of our guidance. So, we don't see the economy being in a recession right now. Now independent of that, the uncertainty of the economy, we've talked about this now for 2 running quarters, and John and I and everybody, I think, hit this pretty hard, has delayed our larger customer decision-making, which can impact and we did see it certainly impact revenue to some extent in Q3 and definitely in Q4. So, we believe that carries over, that affects all 4 quarters. Where there tends to be the most sensitivity in the streams of our customers is in the e-commerce space or the formerly SoHo-base. And so, what we did there is -- it will look from our estimation as though the cancel rate is somewhat flat over the course of the year, but we kept it elevated near its current 3.8%, 3.82%. Now the reason in the near term in Q1 and Q2 is because, as John mentioned, we still have a tail effect for the next 2 quarters of finishing off the last of the annual customers who will not reach the 1-year anniversary until June 30. It is in the second half of the year; we would normally expect a return to the norm of cancel rates where we keep them elevated at -- in the 3.8% range. So that is our best estimate to acknowledge how recession may influence the cancel rate of…

And the next question is coming from Ian Zaffino from Oppenheimer.

This is Isaac Sellhausen on for Ian. My question is around the -- you talked about the $3 million, I guess, missing just revenue just due to customer decisions and implementation decisions. I guess as you look to the first quarter and throughout this year, are you expecting to see that come back and just sort of how that paces out in terms of implementations and customers deciding when they want to adopt the solution.

Yes. This is John. Thanks for the question. I think what we're going to see is that this deliberate decision-making is going to be something that occurs as the continued coverage of what may or may not happen with the economy is sort of the topic of the day, and that went into our thinking. As we looked at the coming year and we thought about where we would wind up, we certainly factored in what we saw in Q4 and made the assumption that until whatever it is, is going to happen in the economy actually manifests itself that we would continue to see this deliberate kind of pace of people being able to make decisions that they felt comfortable making or be able to have enough assets in place to be able to actually implement and roll out. And our expectation is that while this sort of hangs over the heads of everybody that has to work in this economy that, that was what we were going to see. But that also, as I mentioned before, that was factored into our thinking as we came into the guidance that we provided.

And let me just add to that. So things we were talking about in Q3 and Q4, yes, we are seeing them coming to fruition in Q1, but things we thought would come to fruition in Q1 may not now play out until Q2 or Q3. That's the thinking of what we've imposed, if you will, on the budgetary model as we roll out over the 4 quarters. Now as I say, in my earlier remarks, how the economy will actually play out and how people will behave against it is very much, I think, to be determined. But we felt it was prudent to take our near-term experience and assume that at least for the current 4 quarters, meaning 2023, that this situation will persist. And so, things that we thought would occur will occur, but on a delayed basis, and then we just keep rolling that from a pipeline perspective throughout the year, meaning things that we thought would occur in 23-may probably occur till 24 as you get later in the year.

[Operator Instructions] And the next question is coming from Jon Tanwanteng from CJS Securities.

Just a quick one on the deferred revenue. Over what time frame do you expect to recognize than the ones that are identified in '22 that are going there?

This is Jim alone. That deferred revenue will be recognized. And first of all, I would say it's solid revenue. The product was accepted by the client. We received the cash. So as a matter as you're raising up, it's a timing issue, not that the revenue is in question. likely that we're looking into that now, John. And the revenue going to the accounting principles will be recognized over the term of the contract or a shorter period of the contract. So, it is good future revenue. We're looking into that. We'll likely see some of that revenue coming about in 2023. So -- and we'll continue to assess it.

But unlikely that it would be all the round...

But... Unlikely would be all the revenue in the current fiscal year. It's probably going to be spread over some number of quarters or some number of years. Correct.

Understood. And then just regarding the new market structure, is this something that will take time to implement? Or are you already -- have you already run the whole thing through the organization? And what kind of traction do you expect to see from this program?

So it's actually been implemented. The good news is, and as John mentioned, this was not designed for cost savings, although I think there will be efficiencies, say, in our marketing dollars of spend by reorganizing sales and marketing in the manner we did. But it was really putting a better structure in place and putting people in the place that we currently have where they could really spread their wings and take advantage of a bigger opportunity. Now in the evolution of the structure, there's probably a -- and there's always a debate, a handful or so of incremental hires that we will embark upon. So, it has been implemented. Everybody knows their new role within the structure. Now we very recently rolled it out. So, it has been functioning for 2 or 3 months and functioning for about a week. And there are a handful of hires that we will be pursuing to fill in some of the gaps as we roll from the old siloed structure to the new structure. But it is very much in the early stages of being in force I think like everything, you have to be a little bit cautious because even though all of the people are in the boxes with a small exception, they're all going to have to get used to their roles and how they interact with each other. And part of it is breaking down a historic mentality. I mean, remember, the siloed mentality is not one that we came up with a year or 2 years ago. This goes back 20 years. And in some cases, some of the people have been with the company for a number of years. So, a lot of it is breaking apart that mindset, understanding we're now thinking holistically about…

Got it. Last one for me. Just any thoughts on use of cash over the next year. You guys still generate a fair amount even with some headwinds going. Help me understand what the priorities are.

Yes. The priorities are -- look, I think in this environment, building cash is not a bad thing. It doesn't mean we're going to sit on it and do nothing. In fact, I'd like to get that cash invested and get a little better yield out of it, meaning in short-term, very liquid investments. I actually and probably even more negative on M&A in the near to intermediate term. It doesn't mean we don't look and won't look, but I really don't anticipate any transactions this year. I think there's a lot for the development teams to do that is internal. Jobs outlined a number of them in terms of evolution of existing products, development of new products like Harmony MVP, consolidation of existing internal systems that's not so transparent to the outside world. There's a lot of work to be done. And I think we're going to be very judicious this year in how we bring on incremental hires. We're not going to -- not hire. But obviously, given our view of, call it, a 5% top line growth, we're not going to add at the same pace we did in 2022. So, we have to really prioritize. But I think just adding an M&A deal would be -- it would cause distraction on the front end and probably even greater distraction on the back end. So, I don't see M&A in the near term as being a priority really at all. That may change in '24 or '25. But I think for '23, it's highly unlikely. So that leaves us to really opportunistic stock repurchases, which we remain interested in, depending upon the level of the stock, but I am more and increasingly interested in paying down some debt. Now as you know from the spin, we really can't do anything until October of this year when we hit the 2-year anniversary. And even at that point, we can only effectuate transactions against the 6% notes, the 5-year notes at 6%. Obviously, it's a very attractive interest rate in this environment. So, we have to look at where the bonds trade, what are ways of buying them in. I don't see a rationale for calling them because the call price is 103, and they trade below par. So those are all things we're going to watch as we get later in the year. But I do think some actual retirement of debt, if not this year, next year in anticipation of the maturity of the 6% notes in 2026 would be a good use of cash.

Great. Thanks, Scott. I’ll jump back in queue.

And the next question is coming from Joe Goodwin from JMP Securities.

I guess, Scott or John, your last week, the ONC announced the 6 organizations that were approved to participate in TEFCA, 2 of which you integrate with a relief, but can you just share your perspective on the announcement and maybe talk about what TEFCA can mean for the industry and any positives or negatives it brings to your business?

Well, for those of you who don't know, TEFCA is a framework for interoperability that relies on entities called QHINs to be able to communicate via fire or fast health care Internet resources in order to move information. Now we believe the TEFCA framework is going to play favorably for us. I think that we have a place to play in front of the QHINs to be able to assimilate communications through a number of different protocols, deliver those to QHIN, who will then speak fire to other QHIN. So, from our point of view, we've got an opportunity with the QHIN, and, as you pointed out, there are a couple who are already customers to potentially expand our footprint there as a multichannel multiprotocol intake to be able to deliver information to a QHIN so that they can communicate over the Tefca network. So, we're looking at it as an opportunity for us.

Got it. And just to clarify, in order to do so, that would be an incremental product development.

Natively, we speak all those languages already. So, it wouldn't be incremental for us. And in fact, we think it would be a nice opportunity to showcase clarity, in particular, as an uplift to QHIN set of value delivery that they can make to their customers as they market themselves to the health care end points.

We want to take a few questions that have come in by e-mail. Paul? we'll take some questions by e-mail. We've gotten some questions by e-mail. So let's address those. So it was noted that -- and I'm pleased with it, that the sequential uptick in our corporate channel was from 47,000 to 52,000 customers. That was the good news. Not that there's any bad news, but they happen to be on the smaller mid-market into the spectrum versus larger customers. Have they been larger customers? We probably would have easily made up the $3 million shortfall and then some. That's how sensitive on the margin it is, whether they're 5,000 big customers that come in, strategic customers, large accounts or they're mid-market. And unfortunately, in terms of Q4 revenue productivity, they were in predominantly the mid-market. In terms of the visibility, the next question on guidance of corporate revenue. So Leaving aside economic assumptions, I think it's clear to most people, there's very strong visibility on the e-commerce channel. It's a function of marketing dollars in, paid ads that it generates cancel rate that we disclosed and our own assumptions around it. As you -- there's a continuum though. And as you move out of the e-commerce model into the mid-market, the large accounts and the strategic, the farther upstream you go, the less visibility you have as it relates particularly to new customer wins and implementation. The book of business that's in-house is very predictable. Now sometimes, there will be some volatility we saw in Q4, for example, you'll notice it in the metrics, a sequential decline of $1 million in variable revenue from Q3 to Q4. That was largely a function of 2 things: one, less of business days in Q4, which is always true, but there…

Certainly. We did have a follow-up come in from Jon Tanwanteng from CJS Securities.

Not to ask you to make guidance or outlook for another year. But let's say if we get past these recessionary headwinds, people go back to making decisions that are more timely, maybe churn rates and so take back down to more normalized rates. What could you envision a 2024 might look like both getting back to a revenue growth rate that's more normalized and number one and number two, what kind of margins would you be able to generate that scenario? Would it be the case where you keep investing more to drive future growth? Or is there some room for expansion there?

Yes. I think -- look, I love the question, John. We just released 23 guys. Let's talk about 24, 25. But in some respects, I like the question because I do think -- I don't know whether the economy will play out as we articulated. Will it recover by early '24. Will it still be in the malaise? Who knows? But I guess I'll take at face value your assumptions, which is we have a mild recession, it is the back half of the year, and it's on an improvement up ramp going into '24. I think as we think about it, think about the range we gave all the way back to the time of the spin, we said 5% to 9% revenue growth, okay? We're projecting at the low end of that range this year, but at the low end. It has been my view, my belief, my hope and my desire to all the caveats it, that we will drive double-digit growth. Now I think in light of the economic conditions, that's probably not likely in '24. But if we start migrating from the low end of the range to say the[mediation] point or slightly above that, that would probably be trending in the right direction. And the exact numbers in '24 are also going to be a function of, well, how much does the VA contributor? How substantially rolled out will it be? We've seen, unfortunately, some delay after delay after delay. You may recall going back some number of months ago, it was the VA's desire that there would be the first implementation in our fiscal Q4, the government's fiscal Q1. Now we're talking about the first rollout coming in late Q1 for us or sometime in Q2 and producing revenue in Q2 or early…

Great. Scott. Actually, you were touching on some of the things that one asked about the VA. I was wondering if you could point out, if anything, what the cause of the delays were over the last several quarters? And if going forward, what could break the logjam, I know that being under continuing resolution having a budget can make a difference in a lot of cases. Is that something that you're thinking of? And is that something that impacted the VA

I'll let John take it because he's closer to the front line.

I think what we’re seeing is that as you go into engagements with clients and clients, there is a perception of the ease of a fact system in terms of the kind of complexity that actually has to go into delivering cloud tracks in a high-quality way. And I think what surprised the customer more than anything was level of information necessary in order to make sure things were routing correctly, that connections were made that the right numbers to be ported reported. And it certainly required work on the implementers end as well as the customers end. And as you go through, I think, the first deployment, you shake out a lot of those kind of concerns. I think additionally, as you look at the landscape and some challenges that this government agency, in particular, has had with different kinds of deployments of new technology, there is an overall feeling that they want to be very careful to make sure that they’re doing things exactly the right way and that the rollout is successful. So, I think we’re getting to the point with the first deployment where we get live customers up and running and the lessons learned as we’ve gone through that process with the implementer and with the customer are going to be able to be applied forward so we can start to accelerate. But it’s really getting that first one up. And I think that, that’s what we’re seeing in terms of the things that we’re moving more slowly than any of us would like.

And there were no more questions in queue at this time. I would now like to hand the call back to Scott Turicchi for closing remarks.

We actually have one more that came in by e-mail, Paul, so I'll take this and then we'll close out the call because we're on the hour mark. And I actually think it's an insightful, good question that I'm glad to get on the record here. Question is about free cash flow generation. Now we don't guide the free cash flow. It's a tricky thing to estimate. Having said that, I want to make some comments about 2022 free cash flow and a variety of adjustments that impacted the reported results, some of which will have some occurrence in '23, but most will not. What I want to highlight is about $22.5 million to $23 million of payments that hit our free cash flow in 2022, 2 of which should not reoccur. One had to do with some taxes we paid in '22 that actually related to $21 million of $6.5 million -- We had payments to Zip exclusive of becoming book cash that was about $11 million. And then as you've heard Jim talk about, and you've seen it in our Ks and our Qs. -- we've been going through a process with the states to settle historical sales tax issues. We paid about $5 million in -- mostly in Q4, but in the latter part of 2022. So that's almost $23 million of free cash flow. Now the VDA piece will continue in '23, but it's hard to estimate how much we'll pay out in '23 because it's really a function of how fast the states respond to us. We think it could be in that range of $5 million to $7 million. It could be lower than that. It could be higher than that by probably a modest amount. So, as I look at it at the…

Thank you. This does conclude today's conference. You may disconnect at this time and have a wonderful day. Thank you for your participation.