Good day, everyone, and welcome to the i3 Verticals Third Quarter 2024 Earnings Conference Call. Today's call is being recorded, and a replay will be available starting today through August 16. The number for the replay is (877) 344-7529 and the access code is 2697756. 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 conference call over to Geoff Smith, SVP of Finance. Please go ahead, sir.

Good morning, and welcome to the third quarter 2024 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 CRO. To the extent any non-GAAP financial measures 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 should 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 facts may be deemed to be forward-looking statements. You are hereby cautioned that these forward-looking statements may be affected by important factors, among others, set forth in the company's earnings release and our 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 will now turn the call over to the company's Chairman and CEO, Greg Daily.

Thanks, Geoff, and good morning to all of you on the call. We have a lot going on at i3 these days, and we're excited to share with you this morning. First, it is my pleasure to announce our latest acquisition. Rick will elaborate that this is a deal that is a perfect fit with what we do: acquire, integrate, vertical market software businesses within the Public Sector and best-of-class product, unrealized transactional revenue opportunities, cross-sell potential, and a fantastic founder-led team. 2024 has been challenging year in multiple ways. Our realignment, our divestiture, the Merchant Services business has coincided with a weaker-than-expected revenue from sources such as professional services and the sale of software licenses. We have had deals push out. We have made significant investments in products and opportunities for which we are not yet reaping the rewards. We believe we have set the stage for a much stronger fiscal year 2025. Our visibility of our sales funnel and the products we have coming to market give us confidence in our long-term guidance of high-single-digit organic growth. That is our focus, internal growth execution. I'll now turn the call over to Clay, which he'll provide you more detail on our financial performance. When he's finished, Rick will add commentary on the business. And finally, Paul will discuss revenue. Then we'll open up the call for questions.

The following -- thanks, Greg. The following pertains to the third quarter of our fiscal year 2024, which is the quarter ended June 30, 2024. Please refer to the slide presentation titled supplemental information on our website for reference with this discussion. Due to the expected sale of our Merchant Services business, we have classified that portion of our company as discontinued operations. The following will pertain to continuing operations, which we also call RemainCo, for quarterly results and the outlook section. This is a transitional reporting period as we have announced the sale, but have not yet closed. Revenues for the third quarter of fiscal 2024 declined 2% to $56 million from $57.3 million for Q2 -- Q3 2023, reflecting organic growth from recurring sources, offset by declines in non-recurring sources. SaaS and transaction-based software revenues grew 8%, while payments revenues grew 9%. Non-recurring sales of software licenses declined by approximately $2 million as expected, reflecting the ongoing shift to SaaS. Professional services revenues declined by $1.1 million, principally a result of the delay in Celtic's implementation with Manitoba caused by the public workers strike. ARR increased 4% to $181.3 million for Q3 2024, compared to $174.5 million for Q3 2023. Over 80% of our revenues in the quarter continued to come from recurring sources. Software and related services represented 74% of total revenues for Q3, with payments 21% and other 5%. Adjusted EBITDA declined 11% to $12.9 million for Q3 2024 from $14.5 million for Q3 2023. Adjusted EBITDA as a percentage of revenues declined to 23% from 25.3% for Q3 2023, principally reflecting $2 million less in one-time software license sales, which falls to the bottom line in the quarter they land. This decline was partially offset by lower corporate expenses resulting from the internal realignment discussed…

Thank you, Clay. Good morning, everyone. Before I begin my remarks, I wanted to share a quick update on the sale of our Merchant Services business that we announced in June after we executed a purchase agreement. We are working towards closing that transaction, and we still anticipate a closing in our fiscal fourth quarter. As we have stated, this divestiture transaction offers important strategic benefits to us, and we anticipate realizing those benefits in short order once the transaction closes. As we progress toward a software focus on our specific verticals, we intend to further enhance our product team by adding an enterprise leader for that group. This leader will help us drive our ongoing investment in web-native configurable, next-generation applications. This individual will be responsible for defining and delivering our product vision, strategy, and roadmap. And for communicating this vision, he or she will help determine the product strategy for a broad set of services tailored to a varied customer base, driving research-led innovation, while also focusing on commercialization and bringing new products to life. I wanted to touch briefly on our latest acquisition that we announced last night. The deal closed on August 1, and it fits nicely on our Public Sector vertical. The company operates in 17 states today with its headquarters in the Southwestern U.S. The company specializes in permitting and licensing solutions for boards, commissions, and agencies and is able to support over 150 regulatory license types today. Upgrading our offering in permitting and licensing market is attractive because of the massive size of the market, the ample opportunities to cross-sell through our existing Public Sector footprint and the presence of significant transactional revenue opportunities, which are a core competency for our business. In the United States, there are over 1,000 state-level licensing boards. These boards regulate various professions and occupations, ensuring that practitioners need the required standards to provide services to the public. Each state has its own set of boards that oversee professions such as healthcare, legal, engineering, accounting, real estate and many others. Below the state level is another large market of local governments who have similar names. The company boasts a strong pipeline across a wide cross-section of the available opportunities in the industry and sells both in a direct sales and reseller model. One of the other facets of this deal that is so attractive is that they are geographically unconstrained. This deal was completed with a combination of cash and stock within our standard multiple range. Regarding M&A, in general, our acquisition pipeline continues to be strong. However, we also continue to maintain a strong discipline to ensure the acquisitions meet our return objectives and augment our offerings in our respective markets. We hope to be able to share more details on the M&A front in the near future. I'll now turn the call over to Paul for additional comments on the business.

Thank you, Rick. i3 Verticals is a software company delivering strategic vertical offerings in the Public Sector and healthcare markets with our proprietary dynamic software. i3 empowers our clients to better serve their communities by streamlining processes through secure and accessible software solutions. The market is responding positively to our deep domain expertise, market history and flexible solution that resonate with clients both new and existing. Additionally, M&A continues to coalesce around each vertical to augment our product offerings as detailed by Rick in his remarks. Q3 2024, the Healthcare verticals secured a major win with one of the United States top five healthcare payers, expanding the use of our platform to over 7,000 users globally. In addition, we also secured multiple six-figure service engagements focusing on extending the value of our platform into new departments within these organizations. Robust cross-selling opportunities with customers, acquire additional solutions across the breadth of our software offerings, which include electronic health records, customer portals, bill presentment and overhead [ph]. Our revenue cycle management service offerings are experiencing continued expansion among our academic medical institution clients, and we are also pleased to experience an uptick in new mid-market accounts onboarding with our services over the last quarter. Education continues to expand our client footprint in our existing geographical markets with our established customer base -- and with our established customer base. In addition, we have recently opened two new territories North Carolina and Texas, where we are experiencing broad adoption of our fully integrated SaaS solutions. Public Sector is made up of four subvertical segments: utilities, transportation, electronic resource planning, or ERP, and JusticeTech. The utility segment is experiencing a broad adoption as well of our utility customer engagement, ePortal software suite. This SaaS solution has played a key role in helping more than…

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

Hey, good morning, guys. I just wanted to touch on EBITDA outlook for both this year and next year. I think if we look at the mid-point, EBITDA will be down slightly year-over-year for RemainCo. You called out several different headwinds. By my math, if you look like $6 million to $7 million of headwinds, that gets you back to kind of the 10% organic growth minus headwind this year could give us some comfort on 10% organic EBITDA growth next year. But is it fair to say the headwinds you called out are kind of $6 million to $7 million? Or any other color in helping us size the different headwinds you called out in 2024?

I'll give a little more than that. Manitoba was a $3 million or is a $3 million headwind this year. The SaaS transition is a $5 million headwind. And Education is a $4 million headwind this year. So I get a $12 million headwind this year, which should not repeat next year.

Right. And Clay, I would assume that's high-margin business, as I was talking about EBITDA. So if we look at the EBITDA of $59 million, going forward $58 million this year, that $12 million, though, I think you said the license revenue is very high margin. So I'm just looking at the EBITDA guide. So if you take that $12 million of revs, maybe a 50% margin, that would get you back to kind of a 10% EBITDA growth number for fiscal 2024. Is that a reasonable statement?

Yes. Yes, correct. I was -- my numbers were revenue numbers.

Okay. No, that's helpful. And then, Rick, you talked about or I forget one of you, either Rick or Clay said that the new acquisition, high end of the multiple range for better growth and higher growth. So I just want to elaborate a little bit more on the growth profile of the August -- the deal closed August 1.

We expect double-digit growth from that company in fiscal year 2025. In recent years, it's been comfortably double-digit. They have the ability to win some larger contracts. And so those can bump growth rates in any given year.

Okay. That's helpful. And then last one for me, Clay, I think the implied margin expansion in the guide for 2025 is about 150 basis points. Historically, you guys have been running closer to 50 basis points to 100 basis points. Is it some of that high margin revenue expected that got pushed out coming in next year? Is that what's driving? It sounds like the acquisition is similar margins. And then maybe should we still think about 50 basis points to 100 basis points longer-term, call it 2026 and beyond? Is that fair at this point?

Well, license software sales is the highest margin, and we're not expecting a better year in that -- in 2025. Revenues at the mid-point are growing 9.5% and while expenses might be growing on the order of 7%. So that's leading to and that's some leftover effects of the internal realignment that we've talked about in previous quarters.

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

Hey, good morning. Thanks for taking the question. I guess, when you look at the acquisition just announced, I guess, how much overlap do you have in some of these markets selling into kind of the appropriate buyers there? And then you also mentioned the ability to better monetize payments through that platform. What, if any, time frame will it take to build those integrations into the product?

Hi Matt, this is Paul. There is -- we have a similar product that is needing -- would need attention to be refined. And so this will be our benchmark product in that arena, and we will -- we have begun planning to transition our historic to our new. The cost structures under the support mechanisms for the new product offering, new acquisition are appreciably more favorable. And that is in process as we speak as well as other marketing activity to an expanded i3 customer base.

And I'll add to that and say that our existing Public Sector group has been working with this acquisition prior to close. And we've exchanged several deals and quoted together on several deals. So we expect to get traction by the way.

Okay. Very helpful. And then as you look at the M&A pipeline, this deal came in, you mentioned either at the high end or just above kind of the typical range. Is there any reason to think that now that you have a bigger platform, you've sort of replatformed or modernized some of your other products that, at the higher end of the range is maybe more in line with -- if the targets you're going to look at, something a little higher growth, higher margin sort of readymade? Or should we still expect kind of a broad range of potential deals coming through in the next couple of years?

I mean, these ranges we have, our history that we're quoting. But obviously, if something is growing 20% plus, it deserves a higher multiple. If something is 100% SaaS, it deserves a higher multiple. So they're not really strict rules, but just following history, I would -- I would guess they would remain in our normal range, but we are flexible if companies have characteristics that warrant them.

Our next question comes from Charles Nabhan from Stephens. Please go ahead with your question.

Good morning and thank you for taking my question. I wanted to get a little more color around the acquisition and confirm my understanding of the math and impact based on your comments. You had said it's the top end of your range, which, I guess, if I'm thinking about that correctly, would imply something a little more than $2 million in EBITDA. And assuming a margin in line with the book that gets you to about 7-ish from a revenue standpoint. Is that sort of a fair way of thinking about it? And also wanted to confirm that, that is included in the fiscal year 2025 guide as well.

Yes. That's a reasonable approach, Chuck. And it is included in the guide.

Got it. So I guess, that being the case, should we think about -- I guess, that would get you to organic roughly in the 6% to 7% range, if I'm thinking about that correctly. I guess, my follow-up would be with respect to the guide, I know you're not giving quarterly guidance, but as we think about the cadence through the year, should we think about it as sort of a gradual step-up as we move through fiscal year 2025? Or do you anticipate any disproportionate acceleration at any point in the year?

Q4, our September quarter, is always our best quarter. Back-to-school is the strongest during that quarter. I would look at history as a seasonality guide. Our Q3 is usually very flat on an organic basis with our Q2. And then, the payment processing, which is less of a factor now, but it's weakest in the calendar fourth quarter. So I would just look at prior year history to be the best guide for that. We don't have as much -- the one-time software sales were $10 million, $10.5 million in 2023. It's less than $5 million in 2024. So that's less of a distortion than it was in prior years.

Got it. Okay. And as a follow-up, I had a sort of a high level question, it sounds like things are trending pretty well from a demand and a business standpoint, which is consistent with comments from one of your competitors a few weeks ago. I wanted to get your thoughts on some of the underlying tailwinds to that demand. I know they talked about cybersecurity concerns as a catalyst. I know there's still some federal funds out there that are providing a tailwind as well. But any additional thoughts around just the demand environment and the underlying tailwinds would be helpful.

Well, we agree that cyber is a concern, and it takes additional resources and it also can have the impact of taking longer to get people live as you coordinate throughput in all the systems, to make sure they are there. From a general demand perspective, given our -- given the markets that we're focused on, we're fairly durable with a heavy orientation in utilities and public. Utility bills have to be paid every month, and they're not really going down. So our mix for that gives us a nice degree of protection that we don't -- that others may not necessarily experience. And generally, from a customer demand and capability system of things, we're not really seeing less demand. Our RFP activities are up, and our engagement with customers trying to modernize are also up, but customers also have constraints on needing to do that across the entire spectrum of their software services. So we're expanding our positions on configurability for software to make transitions for them easier and make it more seamless and also enhance the ability to facilitate their data transitions in the process.

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

Hi, thank you for taking my question. I'm asking a question on behalf of James. I was wondering what the competitive environment is looking like in the software space now that you're a solely software-focused company, if there's any changes there. And then secondly, what do you think your key differentiator versus peers is like now with this new realignment?

It's relatively consistent to what it has been. We were heavily focused on software and then the downstream monetization of that with integrated payments. So that hasn't changed. Our alignments into our verticals and our subverticals has allowed us to be more responsive and ensure execution and continuity of the uncertainty of delivery across our spectrum. I think that is one of the key differentiators as well that when we sell something, we do execute on it and we do get it live and that's a critical piece in our business that's culturally very important to us.

Our next question comes from Alex Markgraff from KeyBanc Capital Markets. Please go ahead with your question.

Hey everyone thanks for taking my question. Just one for me for Paul and/or Clay. Just sort of curious to get your thoughts on what the growth opportunity around cross-sell is and sort of what that could represent on an annual basis in terms of growth contribution. Thank you.

This is Paul. I'll take that and then I'll start with that one. The cross-sell opportunities are profound. They're significant. We started that several years ago with our initial UPO offering and then each of our steps since then have been in a position to further refine our market offering and expand that. And our -- and we're -- via the realignments, we're organizationally highly defined and highly effective on being able to execute in that arena. So we think those are profound as we're doing that. In terms of what that would mean for us, I'm relatively fresh in this role, so I haven't had the opportunity to really tie all those numbers back up as we coalesce around those segments. So that will be for a future time.

And our next question comes from Peter Heckmann from D.A. Davidson. Please go ahead with your question.

Hey, good morning, everyone. I wanted to follow-up on Manitoba; just see if you had any additional line of sight. Remind us that what is still to be recognized there and if you have line of sight as to when it gets re-ramped and when we might see that project completed.

This is Geoff. So there is approximately US$7 million, assuming you recognized on that project. As far as the timeline of when that will be recognized, what's in our forecast right now is about half of that this coming fiscal year and about half the next year. As far as weather will stay on that timeline, we'll just have to keep you apprised to that. This is a project that has experienced significant delays over the periods that we've had it. And we think we've got the numbers dialed in conservatively. But yes, we would just caution that we don't have perfect line of sight on this.

Right. And so certainly, when we do hit those milestones, should we expect it to be relatively lumpy?

No, it actually will probably come in decently smooth. This is a project that was sold before we did this acquisition, and it was using primarily professional services, not pursuing transactional revenue, SaaS revenue, like we would sometimes like to see. Eventually, a nice chunk of maintenance revenue will turn on, on this project, but we're a little ways out from that. So as we kind of work towards completion, essentially, it's getting recognized on a percent complete basis. So as our estimate kind of moves forward, the revenue will kind of come in gradually.

Okay. That's helpful. Got it, got it. Okay. And then just on the American Rescue Plan, you haven't really called that out as a real driver or catalyst for spend necessarily. But I think the funds need to be earmarked here by the end of the year. Do you think that's going to cause any kind of end of year budget flush that or would we have already seen it?

The American Rescue Plan.

Yes. I think we -- I don't believe it will. I think we -- what we're going to see, we've already largely seen.

All right. Appreciate it. Thank you.

It is hard for us to really have visibility into that. It's whatever our clients choose to tell us about it, which and what they know about it, it's kind of a murky thing for us to get our arms around.

Got it, got it. Okay. I appreciate it. Look forward to talking to you soon.

[Operator Instructions]. Our next question comes from Rufus Hone from BMO Capital Markets. Please go ahead with your question.

Hey guys, good morning. Thanks. So maybe just a numbers related question, and Clay, I think you called out about $12 million of revenue headwinds in 2024. So if I adjust the 2024 revenue guide for those $12 million of headwinds, then looks like the mid-point of the 2025 revenue guide implies about 4% growth year-over-year. So I guess, what do you need to happen beyond those headwinds rolling off to get back to the high-single-digit organic growth? And what are your thoughts around timing? Thanks.

Well, so there are those headwinds, which reverse. On top of that, we have been through an internal realignment, which we think will impact our sales organization favorably. But it's finding a little time to get its footing, new commission plans, new organizational structures to unify the sales organization as opposed to being in smaller groups of the companies we purchased. I also believe that the carve-out transaction we've been engaged in for the better part of the year has been a little bit of a distraction where we'll be very happy to refocus all of our efforts on just growing the software and services business.

And ladies and gentlemen, at this time, I'm showing no additional questions. I'd like to turn the floor back over to Greg Daily for any closing remarks.

Well, thanks, everyone. I am excited that 2024 is in the books, almost over. It's been a busy transitional year. And very excited for the team and for 2025, what we have in our pipeline, our visibility, and we're excited about the future, and we appreciate your interest.

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