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-GAAP financial measures discussed in today's call, you will also find a reconciliation of that measure to 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 lieu of, 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 the 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 year-over-year comparison as our third quarter in 2020 was our weakest quarter due to the effects of the 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 the third quarter of 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 on our software-focused 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 in the 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 public sector vertical delivered record revenue growth in the past quarter. This vertical now represents over half of our company. The third quarter includes our first quarter with our BIS acquisition. Our recent utility software acquisition contributed a partial quarter to Q3. We're very bullish on the utility industry and expect to see this business line be a major contributor for i3 as we continue to expand in the public sector. The federal stimulus package under the American Rescue Plan Act did not have a significant impact on our third quarter. However, our customers are beginning to access the funds available under the plan and have until 2024 to spend them. What we have seen to date is more fiscal confidence in our customer base and installed projects moving forward. We continue to believe the growth in our sales pipeline will accelerate as our customers access the funds available to them under the Rescue Plan. We're very confident in our solid pipeline of projects to deliver to our customers in the public sector vertical. Healthcare has become our second-largest vertical. Two of our most recent acquisitions were closed April 1 and contributed a full quarter in our third quarter. We're excited about the opportunities to grow in healthcare, both organically and through M&A activity. We intend to focus on growth within this vertical in the future. Schools are beginning to reopen in person, and we've seen a partial rebound within the education vertical as a result. School lunch fees represent about half of our revenue in this vertical, and school lunches remain free for the 2021 and 2022 school year. We expect the education vertical to come back around 50% of its historic levels for the upcoming school year. When we return to student pay school lunches in the future, we will see the corresponding uptick in our financial results. Despite the impact of free student meals, we continue to see growth in our customer base, software sales, and remain very positive about the future of this vertical. The rest of the company experienced continuous improvement through the third quarter. Revenues within the Merchant Services segment grew to $30 million in the third quarter from $26 million in the second quarter. Additionally, adjusted EBITDA increased sequentially to $8.7 million in the third quarter from $7.6 million in the second quarter for Merchant Services. The increase in charge volume that began in March of 2021, along with new sales, were the drivers for the increase in our Merchant Services segment. I want to briefly touch on the COVID-19 Delta variant. As I'm sure everyone has questions about the potential impact. At this point in time, we've seen no impact on our charge volume, payment revenue, or software revenue resulting from the rising cases. We are obviously keeping an eye on these metrics. Should cases worsen, we would speculate the results might be similar to 2020. Our schools, restaurants, and merchants would be impacted by any mandatory shutdown. We could also see some sales installs pushed back to future dates. Our recent acquisitions in the public sector have increased our product offerings in DMV and utility spaces, which we would expect to mitigate some of the potential impacts as they would not be affected. I want to reiterate we have not seen any impact to our results from the recent rising COVID cases. We remain optimistic about our future results. Now I'll turn the call over to Clay, who will provide more details on our third quarter financial performance. Following Clay's comments, Rick will provide an M&A update, and then we'll open up the call for questions.

Thanks, Greg. The following pertains to the third quarter of fiscal year '21, which is the three-month 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 pro forma diluted adjusted EPS. Now to what changed and why. Under GAAP, companies must adjust beginning balances of acquired preferred software revenue to 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 pro forma 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 pro forma adjusted diluted EPS. Our historical practice has been based on a belief that such an adjustment is necessary for investors to understand an acquisition's 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 pro forma diluted EPS to remove the effect of purchase accounting write-downs of deferred revenue beginning with our Q3 report. As a result of this change, the earnings release yesterday presented adjusted net revenue, adjusted EBITDA, and pro forma adjusted diluted EPS without the impact of this head back for the three months and the nine months ended June 30. As we believe the adjustment continues to represent material information to investors, we will continue to provide separately as part of our earnings release the non-GAAP revenue omitted as a result of the purchase accounting write-down of deferred revenue. We will also continue to provide an estimate of this amount for the remainder of the fiscal year along with our outlook. The fact we had proposed guidance that would allow us to not write down the deferred revenue in the first place as part of purchase accounting, which we believe would be more useful for investors, but it's not yet effective. Moving on to results, we had a great quarter with record payment volume revenues and adjusted EBITDA. Revenues for the third quarter ended in June excluding acquisition revenue adjustments increased 96% to $62 million from $31.6 million for Q3 2020, reflecting organic growth from the lows of the pandemic and acquisitions. The momentum we experienced during March continued through April, May, June, and also July. Almost all of the metrics we track are headed in the right direction. For companies we have owned for at least two years, we have recently been comparing our monthly payment volumes to 2019 periods because 2020 comparisons have distortions stemming from the pandemic. These companies have increased volumes in the mid-20% over a two-year period. To clarify, that represents total growth, not compound annual growth. Our integrated payments percentage hit a new high of 60%, helping our revenue yield improve to 121 basis points for the quarter from 106 basis points for Q3 2020. Software and Services revenues excluding acquisition revenue adjustments continued strong growth, representing a record 40% of revenues for the quarter compared to 26% for the third quarter of fiscal year 2020. Reflecting the heavy software weighting of recent acquisitions, this percentage gain exists despite a rebound in payments. Acquisitions completed after June 30, 2020, almost exclusively in our proprietary software segments, contributed $20.7 million of revenues during the quarter. Adjusted EBITDA excluding acquisition revenue adjustments more than doubled, outpacing revenues to $14.4 million for Q3 '21 from $7 million for Q3 2020. We showed strength across the board with continued momentum in proprietary software as well as a rebound in hospitality and retail. Adjusted EBITDA as a percentage of revenues, excluding acquisition revenue adjustments, increased to 23.2% for Q3 '21 from 22.3% for Q3 2020 reflecting an improvement in the proprietary software margin as well as lower corporate overhead as a percentage of revenues. Pro forma adjusted diluted earnings per share, excluding acquisition revenue adjustments also doubled to $0.26 for Q3 '21 from $0.13 for Q3 2020. Again, please refer to the press release for full description and reconciliation. In terms of segment performance, revenues in our proprietary software and payments segment, excluding acquisition revenue adjustments, increased 234% to $32.6 million for Q3 '21 from $9.8 million for Q3 2020, principally reflecting growth in our thriving public sector vertical, but also the inclusion of our healthcare and nonprofit acquisitions for the quarter. We enjoyed the first full quarter of BIS, a full quarter of two recent healthcare acquisitions, and two months of our second utility software acquisition. Education certainly improved over last year, but remained well below 2019 levels due to the free lunch program. The segment's adjusted EBITDA excluding acquisition revenue adjustments improved 256% to $9.2 million for Q3 '21 from $2.6 million for Q3 2020, reflecting mainly public sector growth, but also the nonprofit and healthcare acquisitions. Public Sector now represents over 50% of our consolidated business. The segment's adjusted EBITDA margin, excluding acquisition revenue adjustments improved to 28.2% for Q3 '21 from 26.5% for Q3 2020, principally reflecting the inclusion of BIS for the full quarter. Revenues for our Merchant Services segment increased 35% to $29.9 million for Q3 '21 from $22.2 million for Q3 2020, reflecting a rebound in hospitality, retail, and B2B. Adjusted EBITDA for our Merchant Services segment increased 30% to $8.7 million for Q3 '21 from $6.7 million for Q3 2020. The adjusted EBITDA margin was 29% for Q3 '21 versus 30% for Q3 '20, reflecting the rebound in retail and restaurants which carry higher residual expenses. On the balance sheet, our strong balance sheet has allowed us to continue to execute our acquisition strategy. On June 30, we had $118 million borrowed under our revolving credit, and a cash balance of $5 million, resulting in net debt of $113 million under a $275 million facility. The face value of our convertible notes is $117 million. As of June 30, our leverage ratio was 3.8 times, while the current constraint is 5.0 times. The interest rate for the convertible notes is 1% while the interest rate for the revolver is currently less than 4%. Over time, we expect to convert roughly three quarters of adjusted EBITDA excluding acquisition revenue adjustments into free cash flow, which can either be used for more acquisitions or debt repayment. Before the change in presentation for adjusted EBITDA, we guided to two-thirds of free cash flow conversion. So, now we're guiding for three-quarters conversion. We now define free cash flow as adjusted EBITDA excluding acquisition revenue adjustments, minus CapEx, internally capitalized software, cash interest, and cash taxes. The change in presentation does not impact our cash flow outlook. Looking forward, we have updated guidance to conform to the change in presentation regarding acquisition revenue adjustments. The guidance always excludes future acquisitions and transaction-related costs. Just to clarify, the three acquisitions closed during Q3 were already included in the guidance we delivered when reporting Q2. The following increasing guidance is the result of Q3 performance and the current business outlook. For an apples-to-apples comparison, I'll give the previous guidance and the new guidance. Revenues excluding acquisition revenue adjustments were $198.4 million to $214.4 million previously, the new guidance is $212 million to $222 million. Adjusted EBITDA excluding acquisition revenue adjustments, previously $46.4 million to $52.4 million is now $49 million to $52.5 million. Pro forma adjusted diluted EPS excluding acquisition revenue adjustments, previously $0.85 to $0.95, currently $0.90 to $0.96. The acquisition revenue adjustments included or not excluded in the previous guidance was previously $5.6 million. The new guidance is $5,083,000. The impact on pro forma adjusted diluted EPS would have been $0.13 previously. And the current guidance is an $0.11 impact. I'll now turn the call over to Rick for company updates and M&A activity.

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 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 leverageable data and processes across public entities. With our domain expertise and seamless integrations, we're assisting our public sector customers in 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 on 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, and 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. The 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 Q1 to Q2 versus 2019. Just curious what July trends look like relative to '19? And if you've seen kind of 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 market 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, and June.

Okay, and then just heard Greg loud and clear on the Delta variant. But I think your guidance range is still relatively wide for the implied fourth quarter. 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. We're always going to have that variability as long as we are shifting more towards SaaS over time since our customers are shifting more toward SaaS over time. But currently, it's about 50/50.

Okay, and then the public sector is 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 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 as they've had a lot of good questions. We know there's activity around that. But there are certain 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 of as being 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 - 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 be in our pipeline - it'll be largely acquisition-driven, and what deals we're able to get done. But our pipeline is 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 on the results, and thank you for taking my questions. First one from me, it looks like based on the old reporting method, that the Q3 results came in roughly $5 million higher versus consensus on 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 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. 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. I think that accounts for the overperformance 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 were 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 the public sector, as we keep mentioning, has been growing even more quickly through acquisitions. But we do think the assets we have we can grow 10% organically and we're hopeful about landing some more healthcare acquisitions, but time will tell on that.

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. In public sector, we're seeing the same valuations we were seeing a year ago; nothing's really changed. It's still a highly fragmented area with a lot of opportunities. B2B valuations are crazy. That's why I rarely talk about B2B in our pipeline. 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 lower. So, it's kind of 50/50. We can find stuff where they're reasonable. The non-profit sector is very high as well. I would compare that to B2B. There are crazy valuations out there on non-profit currently.

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 there any reason there should be a dramatic change set aside the Delta variant for now, I guess?

Yeah, I think that's fair. We've reached a plateau in 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 a plateau outlook and the chart volume is appropriate.

Okay, and then just my follow-up is on integrated volume. If that tops out at 80%, should we think about the 20% that's not integrated? Does that sometimes stall your pipeline? Or is your pipeline really away from that? Is that not a big contributor to future integrated volumes that are 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 ten 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. So, we have to buy the entire company; we can't just buy the part of the company we like. And so, we're always going to have some of that. Plus, the ISO business, it's pretty effortless on our part and we love ISOs. If they come to us and want to switch to us from one of our peers, we're always happy to take them.

Hi, this is John calling on Pete Hackman. Just a 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. 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 has 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 is generally all what we call payback or convenience fee. We provided that in the supplemental on Page 3 at the bottom. You can 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.

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. The reseller we bought last year, ImageSoft, has a low margin. And so, the three acquisitions we did, two at the beginning of April 1, and 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 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 count, interest expense, D&A, etc. from last quarter?

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

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.