Good day, everyone, and welcome to the i3 Verticals First Quarter 2025 Earnings Conference Call. Today's call is being recorded, and the replay will be available starting today through February 14. You can call 877-344-7529 to access the replay using the code 5368210. The replay will also be available for 30 days on the company's website. Now, for opening remarks, I would like to turn the call over to Clay Whitson, Chief Strategy Officer. Please go ahead, sir.

Good morning, and welcome to the first quarter 2025 conference call for i3 Verticals. Joining me on this call are Greg Daily, Chairman and CEO; Rick Stanford, President; Geoff Smith, CFO; Paul Christians, our Chief Revenue Officer. To the extent any non-GAAP financial measure is discussed in today's call, you will also find a reconciliation to the most directly comparable GAAP financial measure by reviewing yesterday's earnings release. It is the company's intent to provide non-GAAP financial information to enhance understanding of its consolidated GAAP financial information. This non-GAAP financial information 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 fact 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 in reports that are filed or furnished to the SEC. Consequently, actual operations and results may differ materially from those discussed in the forward-looking statements. Finally, the information shared on this call is valid as of today's date, and the company undertakes no obligation to update it, except as may be required under applicable law. I will now turn the call over to the company's Chairman and CEO, Greg Daily.

Thanks, Clay, and good morning to all of you on the call. We're excited about our start to fiscal year 2025. Allow me to share some highlights. Revenue was up 12% over prior year's Q1 and adjusted EBITDA was up 17%. SaaS revenue grew 16%. We are pleased to see the fruit of our emphasis on SaaS. We expect that to continue to drive ARR growth. Paul will share more details on what's driving revenue growth later. But I want to highlight one of the most promising long-term opportunities. We continue to uncover new opportunities to integrate payments within our vertical market software base. This has been a long-standing strength, and by retaining our proprietary payment facilitating platform, we have ensured we are well positioned to capitalize on opportunities in key markets such as utilities and permitting. I will now turn the call over to Geoff, and he will provide more detail on financial performance. When he's finished, Rick will add commentary on M&A. And finally, Paul will discuss revenue, and then we'll open up the call for questions.

Thanks, Greg. The following pertains to the first quarter of fiscal year 2025 to the quarter ended December 31, 2024. Please refer to the slide presentation titled supplemental information on our website for reference with this discussion. Following the sale of our merchant services business, we have changed our presentation of other cost of services to include an allocation for people costs, which we had previously been included in SG&A. We believe this presentation more closely aligns with our software peers and gives a better view of variable costs such as installation, training, data conversion, customer support, and other services provided directly to customers. We've also changed the presentation of certain hosting and related software costs for directly supporting our customers. Page 6 of the supplemental information shows Q2 through Q4 of fiscal 2024 in this format. So you have a trailing 12-month period. As a reminder, after the sale of the Merchant Services business, all the numbers I will discuss are remain co only and exclude discontinued operations. Revenues for the first quarter of fiscal 2025 increased 12% to $61.7 million from $55.1 million for Q1 2024, reflecting organic growth of 10% and approximately $1 million of revenue from our most recent acquisition—a permitting and licensing acquisition in the public sector. Annual recurring revenues increased 7.6% to $193.3 million for Q1 2025 compared to $179.6 million for Q1 2024. 78% of our revenues in the quarter came from recurring sources, driven by SaaS revenue growth of 16%. Payments revenue increased 7%, and we expect SaaS and payments revenues to outpace other forms of revenue for the remainder of the year. Non-recurring sales of software licenses increased to $2.7 million for Q1 2025 from just $0.4 million for Q1 2024. The timing of these sales was earlier than expected but has not changed our expectation of software—of sales of software licenses for fiscal 2025 to be similar in total to fiscal 2024. When we first introduced guidance for fiscal 2025, we expected more license revenue to land in Q2; some moved up to Q1. Software-related services represented 74% of total revenues for Q1 2025, with payments at 22% and other 4%. Adjusted EBITDA increased 17%, outpacing revenues to $16.4 million for Q1 2025 from $14 million for Q1 2024. Adjusted EBITDA as a percentage of revenues was 26.5%, an increase from 25.4% for Q1 2024, reflecting higher software sales which carry high margins and lower corporate expenses as a percentage of revenues. Corporate expenses as a percentage of revenues improved to 10.7% in Q1 2025 from 11.2% for Q1 2024. Pro forma adjusted diluted earnings per share from continuing operations was $0.31 for Q1 2025. Again, please refer to the press release for a full description and reconciliation. Following the sale of our merchant services business, we have segmented Remain-co by Vertical: public sector, which includes education and healthcare. Other consists of corporate expenses and eliminations between segments. Revenues in our public sector vertical increased 12% to $48.8 million for Q1 2025 from $43.5 million for Q1 2024 and represented 79% of total revenues during the quarter. The increase was driven by recurring revenue streams such as SaaS, transaction-based revenues, and maintenance, which all grew double digits, along with a double-digit increase in professional services. The segment's adjusted EBITDA increased 11% to $19.2 million for Q1 2025 from $17.4 million for Q1 2024. Adjusted EBITDA as a percentage of revenues declined slightly to 39.4% for Q1 2025 from 39.9% for Q1 2024 as a result of higher professional services revenues, which carry lower margins. Revenues for our Healthcare segment increased 14% to $13.2 million for Q1 2025 from $16.6 million for Q1 2024, driven principally by recurring software services and non-recurring sales of software licenses. Adjusted EBITDA increased 34% in Q1 2025 compared to Q1 2024, benefiting from the sale of high-margin software licenses. Adjusted EBITDA as a percentage of revenues improved to 28.5% for Q1 2025 from 24.1% for Q1 2024. Regarding the balance sheet, following the sale of the Merchant Services business during September, our balance sheet is strong and well positioned for the future. At quarter end, debt stood at $26.2 million, made up of the remainder of our convertible notes, which matured this month. We still have $450 million of borrowing capacity on our revolving credit with a 5x leverage constraint. Our cash balance was $85.6 million on December 31, but we have subsequently tax or tax-related payments of approximately $60 million as a result of the sale of our Merchant Services business. The following reaffirms guidance for continuing operations for FY 2025 as set forth in our fiscal 2024 press release dated November 25, 2024. Though it does not include acquisitions that have not been announced or transaction-related costs. Revenue is projected to be $243 million to $263 million, adjusted EBITDA, non-GAAP, is estimated at $63 million to $71.5 million, depreciation and internally developed software amortization is $12 million to $14 million, and cash interest expense is expected to be net $1 million to $2 million, with pro forma adjusted diluted earnings per share, non-GAAP, in the range of $1.05 to $1.25. We continue to expect high single-digit organic revenue growth with adjusted EBITDA margin improvement of 50 to 100 basis points per year. From a seasonality standpoint, we currently expect our revenue distribution for the remaining three quarters to approximate the following: 24.4% in Q1, 25.3% in Q2, 24.6% in Q3, and 25.7% in Q4. Although software license sales are less of a factor than in years past, they still represent the most variable line item to forecast and can distort seasonality in any given quarter. I will now turn the call over to Rick for comments on M&A.

Thank you, Jeff. Good morning, everyone. I'll get straight to M&A, and then I'll turn the call over to Paul for revenue and product updates. I'm happy to report that our most recent acquisition in the fourth quarter is exceeding our expectations, and Paul will touch more on that in a few minutes. Historically, we've not given a lot of detail around our M&A process, and we thought it might be helpful to give a little insight into that process. M&A continues to be an important part of our DNA. We often have discussions around buying or building. The long and short is building takes time and valuable resources. However, it does exist on a consistent basis within our engineering team. Buying, on the other hand, provides a valuable speed to market. In addition, we acquire external expertise, talent, and mitigate any execution risk. Last, we gain immediate access to established processes, products, distribution, and an existing customer base for cross-sell opportunities. Our acquisition pipeline continues to be strong with a primary focus on acquisitions in our Public Sector vertical. This past quarter, we saw several deals come in and go out of the pie. There has been no noticeable increase or decrease in the number of deals we look at quarter-to-quarter. We are constantly looking for targets that can complement our long-term goals. Obviously, the opportunity to penetrate new markets with new or enhanced technologies is important to us. We are looking for both market and product expansion in potential deals, combined with cost savings and revenue enhancements. We continue to self-source our deals as we've done historically. Our sourcing is a combination of deep research, cold calls, and referrals that facilitate warm introductions. As I've said before, we remain disciplined in our parameters of any acquisition. We've defined a strategic objective depending on the vertical and sub-vertical. We assess several things prior to making an offer. First and foremost, growth, profitability, and is the deal of strategic fit. We review market position, product offerings, and customer base to determine compatibility and potential synergies. Next, does a historical and forecasted financial performance align with our goal set. We then review management and the cultural aspects of the deal. We want to eliminate early post-close friction; clear communication is key for us pre and post-close. We also consider any operational complexities we may need to deal with post-close. We then look at key personnel; we want to ensure continuity of expertise. There is also an extensive review of technology integration required. We focus on compatibility and security within our existing product suite. Lastly, we consider post-close value recognition. We establish metrics that align with our overall strategic objectives. We will continue to have detailed conversations with targets in hopes of creating a term sheet and ultimately, closure. I'll now turn the call over to Paul for final comments.

Thank you, Rick. The SaaS evolution of our product portfolio, combined with our focus on intra and intravertical bundling continues to drive meaningful gains in productivity. The systems needed to facilitate this growth are in place, and sales synergies are evident. Our ability to integrate solutions across multiple verticals has proven to be a significant differentiator. In the product and pricing arena, legacy contracts are being transitioned to a SaaS model, subject to client funding practices and contractual commitments. New contracts are presented in the SaaS model format, also subject to funding practices and contractual commitments. The i3 Verticals development and product teams are upgrading our product to meet current market demands. As we sunset products and sell our upgraded products, it brings additional value to each customer. To that end, we have introduced new technology modules for public safety and jury management in our Justice Tech subvertical, as well as government fund accounting and licensing in our ERP subvertical. Each updated module replaces a legacy system in a reasoned and orderly fashion. We are transitioned to a SaaS model with attendant services support pricing and integrated payments. i3 Verticals is breaking into new geographic markets and expanding share in markets where we already have a strong presence. The Justice Tech subvertical is a great example of the strength of our reputation and solutions in a given market. In Michigan, 18 new courts went live this quarter, for a total of 81 courts online with MiFILE. MiFILE is the statewide e-filing platform for Michigan powered by i3 Verticals TrueFiling and i3 integrated payments. TrueFiling with integrated payments has also been well received in Georgia as the state prepares for the e-filing mandate. 44 probate courts have adopted this innovative technology, including Clayton County, which is the fifth largest in the state. Leveraging our current customer base is also key to our success. The impact of our intra-vertical sales strategies is exemplified in Opelousas, Louisiana, where the city is optimizing its municipal operations through our ERP solutions. Opelousas is deploying i3 fund accounting, municipal licensing, and utility billing solutions with i3 integrated payments and licensing and utility billing. Rick previously mentioned an acquisition that we recently closed that we’re very excited about. This firm is focused on the state board level in the permitting and licensing space. It should be noted that they have been highly effective in California, which is notable given the size of the regulatory environment. The team has created a cognitive, highly configurable, customer-responsive offering. This sits in our ERP subvertical and is enjoying the benefits of expanding sales support, RFP, integrated payment resources, evidenced by the creation of a highly significant pipeline. We are seeing notable success as well with our i3 customer engagement e-portal. The i3 portal is an end-user customer engagement technology, which spans all market areas. The enterprise utility use case application for the i3 portal was recognized by J.D. Power in its recent rankings. We secured the number one spot in the west for large utilities with Seattle and the number two spot in the Northeast for large utilities with Oakland. We have recently been awarded contracts for five new portal customers that we won through competitive RFPs, successfully displacing historic Tier 1 portal providers or internal systems. i3 proprietary payment technology opportunities are also possible downstream. Our product and marketing teams are leveraging the success we've had in the enterprise utility subsegment to configure the technology for domain-specific use cases across the remainder of our markets with a heavier focus in the public sector. It should also be noted that the i3 portal and all i3 proprietary software are seamlessly integrated with our proprietary payment technology as the use case requires. This concludes my comments, Drew. At this time, we will open the call for Q&A, please.

Thank you. We will now start the question-and-answer session. The first question comes from John Davis with Raymond James. Please go ahead.

Hey, good morning, guys. Nice to see the improvement in healthcare accelerated to 14%, I think it was down 3% last quarter. So anything to call out? Any lumpiness? How should we think about that for the rest of the year?

Most of the onetime software license sales were in the healthcare segment. JD, we still expect low single-digit growth for healthcare this year.

Okay. Perfect. So that leads me to the next question. Based off of the change in kind of revenue cadence for the year that Geoff laid out, it looks like maybe about $1.8 million was the license pull-forward from Q2 to Q1. Is that fair?

Yes, yes, that’s pretty close.

Okay. Great. And then, Geoff, maybe I appreciate the help on the revenue cadence throughout the year. Good to see margins up about 110 basis points year-over-year in the first quarter. Anything to call out as far as margin expansion in the balance of the year, any particular quarter that should be stronger or weaker? I think the full year calls around 120 basis points of improvement.

Yeah. The full year guidance kind of holds on the margin. As you're looking at like cadence within that, Q3 has historically kind of been our low point for margin. I think you'd see that last year, and I would anticipate similar this year, barring any onetime revenue kind of tweaking that. The primary reason for that is schools being out of session, and that hit us hardest in that quarter.

And last one for me. Any update on the large utility customer and how that project is progressing?

Our utility customer? That's progressing well. We kind of guided that revenue on that would stairstep up from approximately $3 million to $5 million-ish this year. And that would continue to track in terms of kind of what's going on under the hood there. We've gone live on the payments with that customer. So that's a big piece of the payments growth we're really excited about. And it's a great kind of proof of concept of what we can do or what size of scale. The revenues from the rest of the implementation of the software will be steady, but they'll accelerate significantly in 2026 and 2027. So it's helpful this year. It's on track, but it gets a lot more exciting as you go further out.

Okay, thanks, guys.

The next question comes from Peter Heckmann with D.A. Davidson. Please go ahead.

Hey, good morning. Thanks for taking the question. Just wanted to follow on the last. Can you talk a little bit about what you see in terms of the longer-term opportunity with larger utilities? What does the competitive landscape look like? And in terms of like when you think you'll be in a good position to start participating in some RFPs for work there?

The landscape is generally quite positive there. It's really driven by software, but need to continue to evolve and upgrade legacy software that's been in place in some cases for 10 or 20 years. We see that accelerating. And we touch upon that with a number of products and services. It's particularly, like I mentioned, in the portal component; we’re very actively involved in that today. We see the demand continuing to get higher. It's very new responsive technology, and we see that improving. How that manifests itself down through other technologies that we can bring to bear within the utility to aid in customer service and billing components is also gaining a high degree of interest. So I think you'll see a steady ramp up in that arena, and we're actively engaged in it today and really not constrained at this point.

I agree. I mean I think the momentum is still building. If we are getting inbound calls from people that weren't in our pipeline, but obviously, now they are, but it’s definitely the most exciting thing that we've got—probably have a handful of great spaces, but utilities is either number one or number two.

Yeah. It’s been very consistent and improving.

How would you characterize the Tier 1 universe there? Are we talking about a couple of hundred Tier 1 utilities in the U.S.? Or I'm just trying to think about like how many potential prospects there.

Yeah. I wouldn't say it would be quite that high. It becomes much more robust when you get to tiers, low 2, 3, and 4. I think if you look down through tiers 1 to 4 just in gas and water, that's in the 500 range. And we have offerings that serve that area, and we also have offerings that serve below in the Tier 5, 6, and 7 areas. So the total exposure in that space, if you looked at all of it, measures in the couple of thousand. But like in many markets, it's relatively heavily weighted to Tier 4 and up.

Okay. And then just lastly, you mentioned some recognition by J.D. Power. Was that for the specific i3 portal product? Or is that for the municipal customer?

It was for both of those examples for the portal product.

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

Good morning. Appreciate all the color around the M&A environment and your strategy there. But curious if you're seeing any differences between larger and smaller opportunities within your pipeline? And if you could touch on your willingness to do maybe more smaller deals versus larger deals. If you have any preference or just generally what you're seeing in the market?

Let me clarify what we consider small and large. Our focus has typically been on opportunities with an EBITDA between $2 million and $5 million. We do consider deals slightly over $5 million, but we generally do not pursue those below $1 million in EBITDA. This has remained consistent. We are observing both our typical range and some larger opportunities. There hasn't been an increase in competition, and the volume of deals we examine each quarter is consistent with what we evaluated a year ago.

Got it. Okay. And just as a quick follow-up. I know a lot of moving pieces and uncertainty with the change in administration, but from the conversations you've had and as you think about the outlook for the next few years, I'm interested in your thoughts on any changes—potential changes in spending trends on the state or city level from the change in administration over the next few years?

Yeah. This is a hot topic right now. It's early days, and we're all trying to figure that out. But we haven't seen any kind of pullback in that arena. One of the things that we do particularly well in the public sector is monetizing the cost of software with transaction revenue that is user-based. And so in some cases, the cost to the government entity to deploy that is nothing. So we would see that continuing to increase if there are constraints. We don't do—we haven't historically done a ton of business with ARPA or federal grants of many types. So we don't really see a threat in that arena because it has not been our focus in terms of where we are and what's going on. At this point, we don't see it. We do think there will be some noise around it, and we are trying to be creative in terms of giving government agencies optionality in terms of how they can deploy systems and what the cash flow requirements are for them to cover or transitioning some of those costs to a constituent base for use fees.

Got it. Appreciate all the color, guys. Thank you.

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

Hi, everyone. Thanks for taking my questions. First, maybe for Greg or Paul. Just Greg, I think at the outset of the call, you made some comments on opportunities to further integrate payments product. Can you just sort of expand on that and what that's in reference to, if it's more around the existing customer base or just as you look at the pipeline?

It's — we typically—this is Paul. We typically present payments where the use case demands it, where there's some type of a transaction that has to facilitate it with some type of a fee or some mechanism that they need to complete that cycle. That's integrated into virtually all of our software where that is the case. We do find that government agencies, in particular, are happy to take a look at that because it provides a very high level of certainty of execution and continuity. And if they're doing it in conjunction with our software, then the reconciliation processes are superior versus exterior programs that they have to find. So we are—if it's applicable, we are including those opportunities in our presentations. And we do have an active effort to go back and assess our existing product portfolio where we do not—software portfolio where we do not have payments covered and approach customers to see if they would like to pursue a deeper integration in that.

Okay. So just to clarify, where there is opportunity to go back. That's mostly in the government vertical. Is that—did I hear that correctly?

That's correct.

Okay. Thank you. And then maybe one for Rick, just on the M&A process. I appreciate the comments there. Could you maybe just remind us on some of the growth and profitability sort of thresholds that you look at or looking for at the time of signing and then, in the event that they're sort of dilutive to the company average at the timeline at which you expect to bring those up to up or above i3 Verticals average?

Well, we typically look at—we expect a 10% revenue growth rate. We like margins to not pull down our corporate average. So we prefer margins to be in the low 30s, certainly high 20s. We've generally not paid more than 10 times EBITDA, and then we can blend that lower with a combination of earn-outs with lower multiples assigned to them by adding payments, as Paul spent some time on this morning. So they're generally not dilutive; if they were, we would want to correct that within the first two years.

Okay, understood. Thank you all.

The next question comes from James Faucette with Morgan Stanley. Please proceed.

This is Shefali Tamaskar on for James. Thanks for taking my questions. So just a quick one on the high single-digit organic growth guidance. So just wondering if you could provide a little bit more of a detailed picture of the drivers and makeup of this high single-digit organic growth this year. How much is new versus existing projects and for the new ones, how much visibility do you have into those new projects in that pipeline?

Sure. We published a net dollar retention number last quarter, and we'll do that annually, but it was 100%. It does not include payments when we are able to include payments in that number. We think it will be 2% or 3% higher. Inflation has not historically contributed to that 100%. In other words, price increases, but in the future, we expect it might contribute a point or two. And then that would leave the remainder for new logos. So that's kind of a general algorithm, but big elephant customers can swing that one way or the other, and we've seen that in the last couple of years.

Got it. That's helpful. And then on M&A, should we generally continue to expect about three to five acquisitions this year.

Yeah, that's about right. I think we digest them well. It would be perfect if we could do it on a quarter, but it is lumpy—very opportunistic last year, but we're optimistic about this year.

Got it. Thank you.

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

Thank you to our investors. Really appreciate the team and the job they're doing. And we're very excited as a company about the next two or three years. Thank you.

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