Good day everyone and welcome to i3 Verticals Third Quarter 2021 Earnings Conference Call. Today's call is being recorded and a replay will be available starting today through August 17. The number for the replay is 877-344-7529 and the code is 10158331. The replay may also be accessed for 30 days at the company's website. At this time for opening remarks, I would like to turn the call over to Scott Meriwether, Chief Operating Officer. Please go ahead, sir.

Good morning, and welcome to the third quarter 2021 conference call for i3 Verticals. Joining me on this call are Greg Daily, our Chairman and CEO, Clay Whitson, our CFO and Rick Stanford, our President. To the extent any non-gap financial measures discussed in today's call, you will also find a reconciliation of that measure the most directly comparable financial measure calculated according to GAAP by reviewing yesterday's earnings release. It is the company's intent to provide non-GAAP financial information to enhance understanding of its consolidated financial information as prepared in accordance with GAAP. This non-GAAP information should be considered by each individual in addition to, but not in set up, the financial statements prepared in accordance with GAAP. 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 and the expected and potential impact of the COVID-19 pandemic. 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 then reports that are filed or furnished to the SEC, including risks and uncertainties associated with the COVID-19 pandemic. Consequently, actual operations and results may differ materially from the results 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'll now turn the call over to the company's Chairman and CEO, Greg Daily.

Thanks, Scott. And good morning to all of you. What a difference a year makes. We're very pleased to report our third quarter 2021 results as we once again set new records across the board. Our revenue, adjusted EBITDA, software revenue, payment volume and integrated volume were all at new highs. We exited our second quarter with incredible momentum and that momentum continued through our third quarter. Our third quarter revenues increased 96% over 2020. Our adjusted EBITDA increased 104%. Admittedly, this quarter has an easy - our easiest year over year comparison as our third quarter in 2020 was our weakest quarter due to the effects of COVID-19 pandemic. Despite the easy comparisons, we are thrilled with the growth we're seeing across the board within the company. Most notably, our software related revenues grew to 40% of our revenue in third quarter 2021 up from 20% in the third quarter of '19 and 26% in the third quarter of 2020. We're especially proud of the growth in our software billings. Our payment revenue has also continued to rebound and during the growth in our third quarter. We are delivering our software focus strategy. And you will continue to see software and software embedded payments continue to be our primary driver for i3 going forward. For proof of this strategy, 60% of our payment volume in the third quarter was integrated as this percentage continues to grow quarter over quarter. For the second quarter in a row our adjusted EBITDA and proprietary software segment exceeded the adjusted EBITDA in our Merchant Services segment. We expect this trend to continue as our M&A strategy continues to focus on software companies and our recent acquisitions are delivering robust growth rates. Our software - our public sector vertical delivered record revenue growth in…

Thanks, Greg. The following pertains to the third quarter of fiscal year '21, which is the three months period ended June 30, 2021. Please refer to the slide presentation titled Supplemental Performance on our website for reference with this discussion. At the end of my commentary on the second quarter results, I highlighted a change in presentation that would take place this quarter. I want to emphasize this because of its impact. Failure to include it will result in an apples to oranges comparison between our current period and prior periods and for that matter consensus estimates. In Q3 alone, the impact was $1.3 million to revenue and adjusted EBITDA, and a full $0.03 per share to proforma diluted adjusted EPS. Now to what changed and why under GAAP, companies must adjust beginning balances of acquired preferred software revenue, the fair value as part of acquisition accounting. Like many of our peers, we have historically included in our reported adjusted net revenue, adjusted EBITDA, and proforma adjusted diluted EPS and add back to reverse the effect of purchase accounting write-downs of deferred revenue in connection with software acquisitions. We have also always included an estimate of this same adjustment, excluding future acquisitions in our guidance for adjusted net revenue, adjusted EBITDA and proforma adjusted diluted EPS. Our historical practice has been based on a belief that such an adjustment is necessary for investors to understand an acquisitions performance in the first year, and its true growth in the second year. The adjustment is non-cash and consistent with the treatment in the financial covenants of our senior secured credit facility. However, as part of the ordinary course SEC comment process, the SEC asked us to discontinue adjusting net revenue, EBITDA and proforma diluted EPS to remove the effect of purchase accounting…

Thank you, Clay. Good morning, everyone. Like our previous calls, I'll start with an update on a few operational items, including updates on things I've addressed before. After that I will discuss M&A. First, we continue making progress on our unified product offering or up to in our public sector vertical. Over the last quarter we've expanded our geographic and product reach with solution sales in Delaware, Minnesota, Arizona, Ohio, Indiana and North Carolina, with add-on solutions also being sold into Arkansas, Texas, Georgia and Louisiana. BIS has successfully expanded our kiosk business line, historically only used for DMV, with additional units being deployed across multiple product categories, including utilities and several court solutions, multiple entities and multiple states. BIS also won a new state level motor vehicle inventory management contract. ImageSoft has achieved state level wins in our digital evidence management solution and document management contracts. As referenced, we are achieving multiple product categories sales, kiosks, law enforcement, records management, and digital evidence management to name a few across multiple states. This is evidenced by continued wins for specific customers by designing leveragable data and processes across public entities. With our domain expertise and seamless integrations, we're assisting our public sector customers and enabling them to be more responsive to their constituents. On the ISV front, our total number of signed in and integrated ISVs at the end of our third fiscal quarter was 84, with seven more in the process of integration. Our pipeline for ISVs continues to grow quarter over quarter. I will now speak about our ongoing M&A efforts. At any one time in our pipeline, we are working three to four primary deals towards a term sheet. These targets typically range from $2 million to $5 million in EBITDA and usually each are at varying stages in the process. With that said, we have entered into a non-binding term sheet with a company in our healthcare vertical, we are currently in the due diligence phase. Assuming the process goes as planned, we anticipate closing this deal in our first fiscal quarter and before calendar year end. Further, our pipeline continues to be strong and we believe we could potentially close another deal by the end of the calendar year. As always, we continue to be disciplined in our approach relative to multiples. Lastly, our M&A pipeline has an emphasis on public sector, healthcare, and non-profit in that order from most to fewest and we look forward to sharing more on the acquisition front in the near term. This concludes my comments. Sarah at this point, we'll open the call up for Q&A please.

Thank you. We will now begin the question-and-answer session. [Operator Instructions] First question comes from John Davis with Raymond James. Please go ahead.

Hey, good morning, guys. I think Clay you commented that you saw some nice sequential improvement from one Q to two Q versus 2019. Just curious what July trends look like relative to '19? And if you've seen kind of that, that continued improvement there or also any comments about how trends work throughout the fiscal third quarter?

Well, as you know, we had a really nice markets exiting our calendar Q1. April, May and June, each sort of improved sequentially. And then July has had very fine improvement over June, but it seems to have plateaued the growth we were seeing in April, May, June.

Okay, and then just heard Greg loud and clear on a Delta variant. But I think your guidance range is still relatively wide for the implied 4Q. So, I would assume that that would contemplate if we did get some impact there. That would be the difference maybe between the high end and low end. Just any comments there would be helpful.

Yeah, I think that is a variable for sure. Software deliveries are also a variable. About half of our software and services revenues are point in time as opposed to recurring. And so, the timing of those can be accelerated or can be delayed. And that's, we're always going to have that variability as long as we are shifting more towards SaaS over time. Because our customers are shifting more toward SaaS over time. But currently, it's about 5050.

Okay, and then the public sectors now over 50%, software is over 40%, integrated is now 60%. I guess where do you see those, kind of trending over time? I mean, is public sector going to become 60% plus of the business over time? Obviously, that would bring up your percentage of software revenue as well as integrated. And then also, when do you think you'll actually see the revenue benefit from any of the American Rescue Plan or something which you think about in fiscal '22? Any color there would be helpful.

Well, as far as the metrics go, the integration percentage, we think that'll probably top out around 80% over time, and we have a target of improving 10% a year. These software and services percentage, we have a goal of getting it to 50% of revenues, as we add payments to some of our software assets, that will go in the other direction over time, but we have a, we think 50:50 would be a nice mix there. As far as timing of the American Rescue funds, Rick or Greg, do you have a comment on that?

Rick?

You know, we've been instrumental in helping our customers understand what is available to them. We've been very proactive on that basis of they've had a lot of good questions. We know there's activity around that. But, there's certain amounts of hurdles that they need to overcome to get the funds. So, I'd say it's reasonable to say that, we're looking at our next fiscal year before we start to see any kind of impact from those funds.

Okay, fair enough. And then just public sector, this I know, obviously, you have education coming back at some point once the lunch program expires. Is that something we could think as being kind of greater than 50% of the business going forward? Or just kind of how do you think about the long term of your revenue mix relative to public sector and the others?

Yeah, I wouldn't be surprised if in - Sorry, I forgot to address that. I would be surprised if public sector didn't get to 60% and maybe higher over time. It just seems to in our pipeline - it'll be largely acquisition driven, and what deals we're able to get done. But our pipeline, it's over 50% of our pipeline, so I got to believe public sector is going to get larger rather than smaller.

Okay, appreciate all the color guys. Thanks.

Your next question comes from George Mihalos with Cowen. Please go ahead.

Good morning. This is Alison on for George. Congratulations for the results and thank you for taking my questions. First one from me, it looks like based on the old reporting method, that the 3Q results came in roughly $5 million higher versus consensus than revenue. Yet the EBITDA flow through was relatively low. Is there anything we need to think about from a margin standpoint in this quarter?

We think, you mean Q4. I think we can expand margins a little over Q3 and Q4. If you look at the midpoint of our guidance for revenues in EBITDA, that it does imply some improvement there. Generally, we try to be conservative with revenues. We're more concerned with revenue dollars than we are percentage margin. And I think we generally guided to, if we get $1 of EBITDA that translates into $2 of revenues, because our software assets sometimes have high margins like BIS at a 50% margin. But some of the acquisitions we've done have 30%, 20% margins. And I think that accounts for the over performance in revenues.

Okay, great. Thank you. That's helpful. And then you also mentioned within education, there was some rebound there. I think previously, you were anticipating quarterly revenue around the $2.5 million range which is about $600,000 of EBITDA over the near term. Had those estimates now changed a little bit upwards?

Well, our revenues this quarter in education, we're about $2.5 million. Q3 last year, they were almost a $1 million less. So, last year was a horrible quarter. Schools were just shut. But we're still making, this quarter, we earned less than a million dollars of EBITDA in education. So, that's a pretty good step down from what we were doing back in 2019.

Okay, great, that's helpful. And then last one for me. You've been mentioning how public sector is now 50% of the business with healthcare now the second largest vertical. Is it fair to think healthcare is now around 20% of the business? And how do you think about the long-term growth rates between those two verticals? Thanks, again.

No, healthcare is not that large yet. It's somewhere between 10% and 15% still. We are growing it, but public sector as we keep mentioning that has been growing even more quickly through acquisitions. But we do think the assets we have we can grow 10% organically and then we're hopeful about landing some more healthcare acquisitions, but time will tell on that.

Great, thank you guys.

Our next question comes from Josh Beck with KeyBanc Capital Markets. Please go ahead.

Hey, guys, this is Maddie on for Josh, thanks for taking my question. I was wondering if you guys could talk about the recovery that you're seeing in hospitality. And how you expect it to recover in the second half of the calendar year? And then I have a follow up, thanks.

Well, for internal growth purposes, the last couple of years, we've been excluding hospitality from those numbers. Because we've been undergoing a SaaS transition in that business. This quarter, hospitality grew over the same quarter last year and we're reaching a point in the SaaS transition where if we aren't positive in a quarter, it won't be a big deal. So, I'm thinking that's something we'll remove from our disclosures going into '22. It's just not the headwind that it was in the beginning of the SaaS transition.

Okay, super helpful. Thanks. And so, my follow up. I was wondering if you guys could talk about any B2B trends that you're seeing. And then if there's any interesting opportunities in the pipeline there? Thanks.

Yeah, good question. So, I think somebody asked yesterday about valuations in our various verticals. Public sector, we're seeing the same valuations we were seeing a year ago, nothing's really changed. Still a highly fragmented, a lot of opportunities there. B2B valuations are crazy. That's why I rarely talk about B2B in our pipeline, because unless something just perfect falls in our lap, we're probably not going to go after that stuff. Because valuations are really extremely high. If you look at healthcare, some are higher, some are low. So, it's kind of 50:50. We can find stuff where they're reasonable. And the non-profit is very high as well. I would compare that to B2B. There's crazy valuations out there on non-profit run now.

Great. Thanks for taking the question. Thanks, guys.

Our next question comes from Chris Donat with Piper Sandler. Please go ahead.

Hi Chris.

Chris, you might be on mute.

You are correct. I'm on mute. Can you hear me now?

Yes.

Sorry about that. Just wanted to go back to the trends you saw through April, May and June. And that July was a slight improvement. Is it safe to say that expectations for August and September sort of at that kind of plateaued level? And we're sort of expected to plateau from here? Or is any reason there should be dramatic change and set aside the Delta variant for now I guess?

Yeah, I think that's fair. We've reached a plateau and the recovery, I feel like now seasonally every year, August is a bigger month than September. But other than normal seasonal things, yeah, I'd say plateau outlook and the chart volume is appropriate.

Okay, and then just my, my follow up is on the integrated volume. If that tops out at 80%, should we think about the 20% that's not integrated? Does that sometimes stole your pipeline? Or is your pipeline really away from that, is that not a big contributor to future integrated volumes that's not integrated at this time?

It's not really, we're not looking for face to face non-integrated companies to buy. But sometimes new innovative technologies are found within legacy companies that transitioned 10 years ago. They grew up in a face-to-face world and like us, they've seen the light and transition to more of an integrated strategy. And so, you have to buy the entire company, you can't just buy the part of the company you like. And so, we're always going to have some of that. Plus, the ISO business, it's pretty effortless on our part and so, and we love ISOs. And so, if they come to us and want to switch to us from one of our peers, we're always happy to take them.

Got it. Understood. Okay, thanks very much.

Our next question comes from John Rodriguez with DA Davidson. Please go ahead.

Hi, this is John calling on Pete Hackman. Just quick question, what was the total acquisition revenue and adjusted organic growth in the period from Amazon?

Acquisition revenues were $20.7 million during the quarter. And so, I think you can just make that adjustment to come up with your growth rate.

Awesome. And just a quick follow up, roughly what percentage of revenue now have the convenience fee attached? And what are the implications for fee rate and margins? Thank you.

Do you mind repeating that?

Yeah, what percentage of revenue now has a convenience fee attached? And what are the implications for fee rate and margins?

Well, I think the volume you see in our proprietary software segment that is generally all what we call payback or convenience fee. And we gave you that in the supplemental on Page 3 at the bottom. I think you could assume that proprietary software number, that's all-convenience fee. It's generally higher margin and you see it's had tremendous growth year over year.

Got it, thank you.

[Operator Instructions] Our next question comes from Jason Kupferberg with Bank of America. Please go ahead.

Hey, guys, this is Cathy on for Jason. I just wanted to go back and follow up a little bit about the margins. I know you guys are talking about how you're expecting a step up in the next quarter. Can you just talk about your visibility on that acceleration? Like, what factors are you expecting to drive it? Whether it's by top line? Or maybe there's OpEx cadence? Or are there any other factors involved that we should be aware of? Thanks.

Well, Cathy it's largely a mix issue and BIS coming online with a 50% margin, we got a full quarter this quarter. And so that helped. And the reseller we bought last year, ImageSoft has a low margin. And so, the three acquisitions we did, two in the beginning of April 1, the beginning of May have higher margins than that. So, it's just a blend. This quarter, we have three months of two of those and two months of the utilities company, utility software company, so getting three months of the utility software company will blend us a little higher in Q4.

Got it. Okay, understood. And just a quick housekeeping question for me. Are the other pieces of your guidance unchanged, like your diluted share account, interest expense, D&A, et cetera with from last quarter?

No, they're all pretty close. So, we didn't see any reason to reiterate them with just one quarter to go.

Okay, perfect. Thanks, guys.

Thanks, Cathy.

This concludes our question-and-answer session. I would like to turn the conference back over to Greg Daily for any closing remarks.

Maybe on mute Greg.

Thanks, everyone for attending and we look forward to talking with you. If you have any questions, just give us a call. Thank you.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.