Good day, everyone, and welcome to i3 Verticals’ Year-end 2020 Earnings Conference Call. Today’s call is being recorded, and a replay will be available starting today through November 27th. The number for the replay is 719-457-0820, and the code is 4271451. 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 fourth quarter 2020 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 measure is 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 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 in reports that are filed or furnished to the SEC including risk 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. We are pleased with our fourth quarter and full 2020 fiscal year. We are optimistic about we are exiting fiscal year 2020. As our core business continues to recover and we executed on our M&A strategy. Payment volumes have continued to improve over the last few quarters. Though there are lingering effects from continued government regulations or restrictions. For fiscal year 2020 our adjusted net revenue increased 10% and our adjusted EBITDA was relatively flat with the prior year, due to the effects of the pandemic. We expect there will be some continued volatility in our payment volume in the coming months, but the increase in our software revenue will reduce some of that impact. We are confident in our Company’s market position moving forward. We continue to execute our software driven payment strategy. After pausing our M&A activity at the onset of COVID, we begin to re engage on the M&A front and have completed seven acquisitions since July 1st. All seven acquisitions are focused on software payments. Four of them are in the public sector, which continues to grow as our fastest vertical. We have announced six of these acquisitions previously, and I will discuss the seventh one momentarily. We also now have our first software footholds in non-profit in healthcare, which would make strategic steps for us forward, we will continue to pursue additional opportunities in these verticals. We continue to streamline our payment technology platforms and work for developing existing software product offerings. We believe these acquisitions and a return to normal economic conditions in fiscal year 2021 will help us to deliver strong results next year and going forward. Our recent acquisition was ImageSoft. The public sector company positioned as a leader in paperless processes. E-filings…

Thanks. The following pertains to the fourth quarter of fiscal year 2020, which is the three months period ended September 30, 2020. Please refer to the slide presentation titled supplemental performance on our website for reference with this discussion. As we mentioned last quarter, our Q3 ended in June was our worst quarter of the pandemic. For the fourth quarter ended in September, net revenues improved sequentially 22% to 38.4 million EBITDA increased at a much higher rate 37% to 9.7 million, reflecting the operating leverage embedded in the model. The EBITDA margin improved sequentially from 22% to 25%. Pro forma adjusted diluted earnings per share increased sequentially from $0.13 in Q3 to $0.20 in Q4. Again, please refer to the press release for a full description and reconciliation. Volumes have regained most of the altitude they lost in the spring. On a year-over-year basis July and August were down 9% while September was down 3%. On the face of it volume in Q4 2020 was higher in Q4 last year. But this year included our non-profit acquisition, and 280 million of ACH volume we did not have last year, principally from tuition payments for the university we announced last quarter. Excluding ACH volume and the non-profit acquisition October was down 4% from the previous year. And so far November seems similar to October. The lagers for us is in education retail and hospitality, which a number of companies have experienced. We have taken an aggressive approach during the pandemic, continuing to post record sales months, while renewing acquisition activity that was postponed in the spring. We have fulfilled our goals of owning software in two additional verticals, healthcare and non-profit which gives us runway beyond our growing presence in public sector. We feel well positioned in the economy emerging…

Thank you Clay. Good morning, everyone. I want to highlight recent progress on a few operational matters, before I talk about our M&A status, including a few updates on things I have addressed on previous calls. First, an update on our unified product offering and our Public Sector vertical, the topic that I have discussed before. Our goal is to make a comprehensive suite of products available to each county and city and we are making progress towards that goal. For example, all initially contracted customers last quarter under UPO have been installed and are live. We are coupling our Law Enforcement products with traffic courts in both Texas and Georgia. We will kick off a series of road shows for UPO to present the expanded products suite under UPO to existing and potential customers. We recently were able to secure a system sale in a new state for a Court Management System, not currently in our footprint. Lastly, we are migrating certain customers from a legacy government accounting package to a newer version we recently acquired. We were motivated by these early UPO accomplishments and are gaining momentum across all pollination. Our pipeline for cross-pollination remains very large under UPO. Second on the ISV front, our total number of signed and integrated ISV at the end of our fourth fiscal quarter was 68 with two more in process of integration. Our pipeline for ISVs continues to grow quarter-over-quarter, and we are actively pursuing additional integrations. Third, our in-house team of engineers has developed two additional flavors of our electronic bill payment and present the product or EBPP that are alternatives to our full-featured enterprise billing type product. These two new versions are essential and pro. This development was done to accommodate the needs of small to mid-sized customers that…

Thank you. [Operator Instructions] And we will then take our first question. It comes from John Davis of Raymond James. Please go ahead.

Hey, good morning, guys. So Greg, maybe just wanted to start off or Clay, I appreciate the commentary on the multiple takes of the four recent acquisitions. Just curious from a margin perspective, similar to the current corporate margins slightly above, slightly below. Just trying to think about the total kind of revenue and the EBITDA impact of the four recent acquisitions.

Software companies can run as much as 50% margin. ImageSoft is a little bit lower at more like 20%. The others would be between 40 and 50 I would say.

Okay, that is helpful. And then specifically on ImageSoft, it seems like a pretty exciting deal that you could leverage throughout all different regions where you have courts. So just, maybe talk a little bit more about the plans, how easy is this to integrate with your existing court infrastructure across the different regions where you have court systems? And then any idea of how fast it was growing and maybe what you think you could grow it, given it feels like it is pretty synergistic from a revenue perspective?

Yes, John, thank you for your question. We had several of our public sector CEOs preview this deal, during diligence. And to say they are excited is an understatement. Every time we do an acquisition in public sector, there is some small overlap with the product suite. But this one brings us a lot of products that fill gaps in our current unified product offering. We think one of the big gains we are going to see with this company is cross selling their products into our existing states and courts. And everybody is excited about it. We think it is going to be easy to do, it will immediately be put under our unified product offering as an augmentation to our existing technology. So we are excited about it. Very excited. I want to also mention that extremely talented group of folks that we are bringing on with ImageSoft.

Okay. And then just maybe switching over to education vertical, maybe just give us a sense, in total, kind of what you see from a revenue EBITDA perspective, I don’t know any stats you can give us on percentage of schools open. And then I think one of the things I want to clarify is when a school is closed, I guess, and for students in the actual school, and they are doing it from home. What does the revenue picture look like, is that down 80, down 90, down 50? Just trying to think bigger picture, how should we think about that education vertical over the next couple months, which are probably pretty challenging.

Last quarter, I think we framed it that we have about $10 million from payments, revenues, gross profit and estimated we thought we would lose half of them this year. And looking at our most recent quarter, we still think this is causing a $5 million revenue and profit whole for 2021. Our software revenues have actually increased, but free lunch for everybody that started in the summer, that is a big hit. It is very hard on the administration budget and so we do think next year, it will come back. But looking at this fiscal year, we think it is a $5 million hit to us.

Okay, thanks. And the last one for me. Clay, I think you mentioned the pro forma leverage for all these deals in the low threes and you gave the 5% cap. But our message is if you were to kind of take it up to four times, you still have $50 million, $60 million of capacity for future M&A without having to raise additional capital. Is that somewhere in the ballpark with how you guys think about it?

Yes. Our leverage ratio is - our covenant constraint is 5.0 times. But I think we have a stated intention of keeping that close to four as a maximum in the current environment.

Our next question comes from George Mihalos of Cowen. Please go ahead.

Hey guys, good morning. I wanted to kind of follow-up on the M&A front. And just maybe specifically, Rick, when you look at the pipeline that is out there, I mean, lately, you have been more active in verticals outside of public sector. Just curious when you look at the pipeline right now, how some of these non-public sector verticals kind of stack up, are there opportunities there and are there any sort of complications or maybe sort of push outs now, as maybe COVID seems to have come back into play more aggressively?

Yes, thank you for the question George. It is no secret that we have been looking for several years to get into non-profit healthcare, we have looked at a lot of deals, we just haven’t found the right fit. Those two verticals, it is probably taken us four or five years to find the right partner, and those fell into place coincidentally, at the same time, in the same quarter. We still have the pipeline is still relatively full with public sector. I would say greater than 50% of the deals that we are looking at as public sector. But we are continuing to look at education and healthcare, we feel like we have got some things we want to buy to augment our existing proprietary software, and we are going to go get those things. So as far as the environment, our partners waited on us, when we asked them to wait and stand down on closing the acquisition. We are glad they hung in there. They have shown that they are the right partner for us. I don’t see the acceleration, I still think we can do four to five deals next year. If we are lucky, we may do seven again. But nothing is slowing us down around seeing indicator that we are going to be see any kind of headwinds towards completing our M&A strategy next year, like we did this year.

Okay, that is helpful. And then a question for Greg and Clay, I know you have obviously had a win now on the higher education side. I’m just curious, what does that pipeline look like? Is that recently more one off are there other opportunities there? And then how do you think about that sub-segment of education, higher Ed versus kind of the K through 12 schools performing in a COVID environment? I would assume there is less focus on meal plans and alike, but just curious how you are thinking about that business?

Well, in the current environment, George, I would be surprised if we made another acquisition before the COVID situation clears up. There is just a little bit too much uncertainty. In higher Ed, that has performed very well. We have one university as you know, and it was very interesting and watching their volume come in the last few months. It was heavily weighted towards tuition and mainly ACH, which is pretty thin margins. So it is a great account. We will probably get another tuition spike in January and we would like to add one or two of these every year, it would be a great compliment. Our existing software works. So, it is just a brand new market for us.

Great. And then just last question for me. As we think about 2021, and I know you are not providing an outlook, but when we look at the hospitality business as point of sales business and some of the momentum there. Clay, can you just remind us how much of a headwind the SaaS transition specifically was to fiscal 2020 and then, again, without getting into specifics, when we think about the sales moment that you have had there, the SaaS - is there a reason why that business shouldn’t be in the black from a growth perspective next year.

Well, it was about a $10 million, equipment and software bundle, that we were selling and the headwind was seven million or 6.7 million, two-thirds of it if we went a 100% SaaS, October 1st of last year, which we knew would not happen, but we laid up in those conservative case. We probably only got half of that this year. We are full throttle now, we are selling a lot of essential, our customers like it, it has given us a new tool to compete with. Everybody likes it from our salespeople to our customers to us and management. But we are only probably halfway through it, so we will get the other half of it this year. So, I would say, there is a $3 million headwind. And then, I think we will start growing in 2022.

Okay. Thank you.

Our next question comes from Jason Kupferberg from Bank of America. Please go ahead.

Hi guys. This is Cathy on for Jason. I just wanted to touch a little bit on margin, I know you guys had pretty significant margin in quarter-over-quarter, almost 300 basis points. Is that level sustainable and how should we think about going forward? Thank you.

That level is sustainable, depending on the general economic activity. We had a very harsh contraction in the June quarter, and then in the September quarter, we were up to maybe 80% of the revenue level we normally see. It kind of feels like, we have plateaued here at 80%. A vaccine could change that picture, new shutdowns could change that picture of the other way. But November so far feels about like October did. But it gets down to our fixed costs and more revenues means a bigger margin and less revenues means a lower margin. The only thing, I would call out is that, education was a pretty big hit to our margins. If you take $5 million of profit out, this quarter alone, we probably lost 1.5 million of profit from education. So, that is a big factor. If it comes back in 2022, that will be a big windfall for us. And then our acquisition activity has moved towards more public sector, non-profit healthcare, those carry higher margins. So, assuming a stable economic environment, one like we are seeing right now, I think our margins will improve overtime.

Got it. That is really helpful. And switching gears toward revenues just wanted to ask, so it seems like the spread between your volume and revenue growth kind of widened pretty significantly, and that is kind of to be expected, but are you expecting a similar spread in the coming quarters and piggybacking off of that, what are your kind of expectations for potential revenue growth, turning positive either like next quarter or maybe it is more of a calendar 2021 thing? Thank you.

Well, the biggest reason for that diversion this quarter was education, which we just talked about, not only losing the lunch program, which are very small ticket items and high margin items, but also the ACH with tuition. That is something which you will see in the September quarter and again in the March quarter, but the other two quarters, you will not see that big ACH activity, which depresses margin. So, but going forward, I think our ongoing mix shift will help our margins on a quarter-over-quarter basis, meaning comparing the December quarter to the December quarter, the March quarter to the March quarter. And so on going forward.

Got it, it is all super helpful. Thanks so much for taking my question.

Thank you.

Our next question comes from Peter Heckman of Davidson. Please go ahead.

Hey, good morning, gentlemen. Thanks for taking the questions. Just in terms of thinking about your adjusted organic calculation, I think you said about three million in total acquired revenue in the quarter. So you are taking out the shift to subscription. Would we be thinking something in a mid to high single-digits for the fourth quarter, and then just based on October and November so far, would you expect about the same or perhaps a little bit of improvement?

So we were about negative five in the fourth quarter, and you have identified the acquisition, the three million IPOS and negative 2.5 million. Going forward it depends on economic activity if there were no COVID, we believe we would be high single-digit like we were heading into COVID. Our acquisitions are blending us towards a higher growth profile overtime. But really it all depends on acquisition activity. Do we improve from here or do we go backwards from here with shutdowns and that is the big variable for us.

That is fair. That is fair. And then just in terms of the trailing acquisitions and the acquisitions, the seven deals done since the end of June, can you give us kind of a range of expected acquired revenue, for the fiscal first quarter?

Well, I think, you know, the start dates of the acquisitions, and if you take our aggregate purchase prices and divide by 10, we have been paying towards the high end of our range recently, because they have all been software acquisitions, but anyways, if you just divide by 10 and then for revenues, you could multiply times two because most of the software companies have more margins close to 50% with the exception of ImageSoft, which is 20%. So, I think you can calculate your way there.

Alright, I will do that and running through mile. Thank you.

[Operator Instructions] We will now take our next question from Josh Beck of KeyBanc. Please go ahead.

Hey, thanks for taking the question. Maybe just want for you, Greg, I’m just kind of curious, we have seen some stability as was just mentioned by Clay and it is kind of 80%, call it move on. So strategically, it is a playbook pretty much maybe where it was pre-COVID or just curious with that backdrop, maybe reoriented initiatives here, would be just curious to get your thoughts?

Yes. So, the team has performed amazing the last eight months through this crazy environment, and it has given us an opportunity to invest some more in our marketing efforts, our sales efforts. We are doing some enhancements to our payments platforms that we have two of combining those to be more in line with each other. Yes these are performed exceedingly well or just weren’t they are kind of in verticals that have been affected a little bit. The game plan really hadn’t changed. The public sector people have been amazing, M&A has been on fire. Rick is kind of our golden goose, when it comes to that on a regular basis. And then adding ImageSoft, which, is a major deal for us that we are overly excited about. Josh, if things get back to normal, it is going to be insane. It is going to be incredible of what we have added, we are just not seeing quite yet because either they won’t installed or they delayed the install. But I think that come the vaccine we are back bigger and better than ever.

Okay, good to hear. It sounds like the underlying momentum is really encouraging. I wanted to just follow-up on maybe with Rick on the unified platform, you kind of said you are going to do this road show. So, I’m just curious, is this mainly a road show about giving awareness, giving new logos, just kind of curious what are some of the goals there are?

Yes. So, the road show start in the spring, there are seven days currently, they will be people in attendance at those shows. The purpose is to show existing customers additional products we have acquired since they came on as a customer, and there will be a subset of people that will be new prospects, and we will be showing the entire suite of UPO to those Public Sector prospects. We are very excited about it. We have talked to several groups and they are excited as well. So, we think attendance will be high. And we will have representation of all of our products under Public Sector at each of those road shows.

Okay. A good to hear. And then, Clay, I just wanted to go back to your comment on how we should think about seasonality. Obviously, like you said, this year is hopefully a huge anomaly in our lives. But you said 2019 might be a better framework. I guess one of the question is with 2019, which from what I remember kind of built-up sequentially as we went into September. Certainly, I think education is kind of a part of that. So, are there any maybe adjustments that we should be thinking about or is that a pretty good - the best template I guess that we have to think about 2021 at this point.

As I look at it, it is a pretty good - 2019 is a pretty good framework, and really 2019 will look a lot - a lot of our ears should look like 2019. 2020 has been a real anomaly, having a very strong first half and then having COVID hit. So, I just want to make sure you toss out 2020 when you are looking at all this.

Okay. That makes sense. And then just to clarify, maybe your point on the vertical exposure. Is that a bit of a snapshot currently, meaning, if certainly some verticals come back next year, because if vaccines does well, and people are more confident, it can look a bit different, just want to understand that.

Yes, that is more of a forward run rate. As we look at 2021, that is kind of the way we see the verticals contributing. Now as education comes back, it would pop-up to a higher number, and if the general economy comes back, face-to-face comes back, retail restaurant might get a little bigger again. But if the current environment last for the remainder of the year, we think that is what it would look like.

Okay. That is really helpful. Thanks, Clay.

It appears there are no further questions. At this time, I would like to turn the call back to Greg Daily for any closing comments.

Well, thank you for your interest and attendance this morning, and especially thanks to my team, what an incredible job they have done in the last couple of quarters through this environment. So anyway, if you need us, call us we are around. Thank you. I appreciate it.

This concludes today’s conference. Thank you for your participation. You may now disconnect.