Good day, everyone, and welcome to the i3 Verticals Second Quarter 2021 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] Today’s call is being recorded, and a replay will be available starting today through May 18. The number for the replay is 412-317-0088, and the code is 10155829. 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.

Good morning. And welcome to the Second 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 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 to report our second quarter 2021 results, as we set new record highs across the board. Our net revenue, adjusted EBITDA, software revenue, payment volume and integrated volume were all at new highs. We exited the quarter with incredible momentum and are excited about what the future holds. Despite facing a more difficult year-over-year comparison as the pandemic did not affect our business until mid-March 2020, we demonstrated substantial growth in 2020. We could not be more pleased with what we delivered in the second quarter as our adjusted net revenue increased 26% to $49.4 million in the second quarter and our adjusted EBITDA increased 25% to $12.4 million, when compared to the second quarter of 2020. Year-to-date, our software-related revenue has increased 36% – to 36% of our net revenue and our recurring software revenue has more than doubled since the second quarter of 2020. 59% of our payment volume in the second quarter was integrated. Recurring revenues represent more than 80% of our net revenues. This is the first quarter that our adjusted EBITDA from proprietary software segment exceeded the adjusted EBITDA from our Merchant Services segment. We are delivering on our software-based focused strategy and this quarter is a major milestone in our company's development. Our long-term vision is to be a leader in software and payments and we have been making major advancements in achieving our vision. In particular, Public Sector vertical delivered record growth. This vertical now represents around half of our company. I feel like we hit the nail in the head by betting big on this vertical. Our acquisitions in this space have been phenomenal and I'm continually impressed by the talent we have on our team. The Public Sector vertical…

Thanks Greg. The following pertains to the second quarter of fiscal 2021 which is the three-month period ended March 31st, 2021. Please refer to the press release and slide presentation titled Supplemental Information on our website for reference with this discussion. We had a great quarter with record adjusted net revenues and adjusted EBITDA. For the second quarter ended in March, adjusted net revenues increased 26% to $49.4 million from $39.3 million for Q2 2020, reflecting organic growth and acquisitions. It feels great to cite a number like 26% again and to return to somewhat normal economic activity. Like most of our peers, we experienced a weak January and February with strong March and April. Almost all of our metrics we track are headed in the right direction. For companies we've 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. For March and April, these companies increased volumes in the mid-20%. Our integrated payments percentage hit a new high of 59%, helping our adjusted net revenue yield improved to 116 basis points for the quarter from 110 basis points for Q2 2020. Adjusted net revenue yield is defined as adjusted net revenues divided by payment volume. Software and related services continued strong growth, representing 36% percent of adjusted net revenues for the first half compared to 23% for the first half of fiscal 2020, reflecting the heavy software weighting of recent acquisitions. This percentage gained despite the beginnings of a rebound in payments. Acquisitions almost exclusively in the Proprietary Software segment contributed $11 million to growth and adjusted net revenues for the second quarter. i3 -- or IPOS declined $1 million, reflecting not only the COVID impact on California, but also our…

Thank you, Clay. Good morning everyone. I'll start this morning with an update on a few operational items including updates on things I've addressed on previous calls. We continue to make steady progress on our unified product offering or UPO in our Public Sector vertical. We have recently designed a cohesive product category marketing package for use across all public sector entities. This marketing package will assist with client education and cross selling efforts. There are three levels of cross-selling. One, our direct sales team marketing to and coordinating solution sales across entities; Two, key product category additions by unit ensuring new product categories are embraced at the unit level and are supported across all multiple entities. For example, kiosk that came with the BIS acquisition are being deployed across multiple product categories by multiple entities. And three embedded proprietary software. We are embedding i3 Verticals proprietary software into core offerings and seamlessly bundling them as part of city county and state solutions. We can already see this working. The past quarter we secured contracts in five new states. Contracts in three of the five new states were driven by UPO activity. We are motivated and excited by these early UPO wins and our cross-selling continues to pick up stream. On the ISV front, our total number of signed and integrated ISVs at the end of the second fiscal quarter was 78 with three more in the process of integration. Our pipeline for ISVs continues to grow quarter-over-quarter and we're actively pursuing additional integrations. I'll now speak relative to our M&A efforts. On Monday, April 5, we announced two additional acquisitions in our Healthcare vertical. The first acquisition is of the business based in the upper Midwest that provides software and services in multiple states to healthcare customers. The software…

We’ll now begin the question-and-answer session. [Operator Instructions] And our first question will come from John Davis of Raymond James. Please go ahead.

Hey. Good morning, guys. I think first, I wanted to start on April -- March and April trends versus 2019, I think if I heard you right Clay, you said mid 20s growth on a two-year stack basis. So, that would kind of imply a meaningful acceleration from what you guys have historically grown organically in the high-single-digits? I'm just wondering where the strength is? How much of you think it's stimulus driven? And do you expect maybe 10% type growth on the other side of this, or just any kind of commentary on current trends would be great.

Well, it's hard to know how much stimulus had to do with this. This year for the -- during -- when we're comparing the COVID periods, I think it won't be difficult to have double-digit growth. The question is when we lap these current periods, a year from now what will growth be? And our target is double-digit. We've continued to guide to on a long-term basis to high-single-digit, but that could change as that -- those time periods come into view.

Okay. That's helpful. And then just on the net revenue yield. Obviously you guys are shifting more towards software. I think if I look back at 2020, it was about 105 basis points. It came in at 116 this quarter. I think some volume comes back maybe that normalizes, but is it right to think that that net revenue yield should be higher or potentially creep higher over time maybe not at 116 but maybe 110 to 115 on a normalized basis given all the addition of software revenue?

Yeah. I don't see any reason for it not to in fact this quarter we had a fair amount of ACH associated with back-to-school at our University without, which we would have had a little bit better yield this quarter.

Okay. And then Greg you talked a lot about the American Rescue Plan Act and all this money sitting out there. When -- how long do you think it will be before those governments actually get the money and more importantly start implementing the upgrades where you could see the revenue? Is this something that is like six to 12 months out 12 to 24? Just curious how quickly you think you'll start seeing some revenue from it?

I think we'll see some by the end of the year. It's -- we're -- we contacted all of our customers when it first came out and they didn't even know about it. We've -- that's been seven or eight weeks ago. It's been dramatic, the increase in activity in the last three weeks. So I think the end of the year will be very busy for us. And then there'll be a second tranche probably as early as next spring.

Okay. And then last one for me guys. Clay just remind us I think when you updated education, I think it was 5% EBITDA last quarter. And I think historically you said lunches were maybe 50% of revenue in that sector. So just curious A, just want to double check those numbers, and also want to clarify the free lunch program has been extended through next school year or just through the end of this calendar year?

Through the next school year. And to give you an idea of size, this quarter our education group had about $2.5 million of net revenues and about a little over $600,000 of EBITDA. So it's become a pretty small part of our company now. It'd be even less than 5% today with government going up a little and health care going up. But it is -- that level is about the trend, we expect for the next several quarters. Well, opposite lunch, which -- absent lunch, which is I mean absent the summer months, which schools are empty but we don't really see that changing meaningfully for the fourth quarter for example.

Okay, great. Thanks guys.

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

Hey, good morning. I just wanted to get a little bit more color if you could on signing up new independent software vendors. How does the increase in i3's proprietary software play? Does that increase the attractiveness of integrating for some vendors? And conversely for some vendors, is it a negative point in that they view as partially competition?

Yeah, Peter, we haven't seen any disruption in our ability to sign up ISVs. They don't see us as a competitor. As a matter of fact our technology infrastructure is seen as a positive; the thing is that we can bring to the table for them. So we're not getting any pushback if that's what you're meaning to say.

Yeah. That was right. I was trying to figure out if there were some that viewed it as a bit of a conflict or conversely do others view it as an advantage and maybe a better reason to integrate with i3 versus maybe another vendor.

Yeah. Again it's all about the technology. Our verticals are so large. I don't think that -- I'm not on the ground every day, but I haven't heard any pushback from our ISV partners to date.

Great. Great. And then Clay, just on the deferred revenue write-down figure, does that include the three deals that have been announced so far in the fiscal third quarter?

The guidance we gave does include the -- if you look at the last page of the supplemental information, we gave an estimate for the entire year and it does include the three deals we just announced.

Got it. Okay. That’s helpful.

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

Hi guys. Good morning and congrats on the solid results. Clay, you touched on this and I think you answered it but just as a point of clarification, if we just look at the payment volume within Proprietary Software that increased more than two times sequentially. I understand there's probably some BIS volume in there, but it also sounds like maybe you had a big contribution on the education side from higher education. I'm just curious can you kind of break that out for us give us a sense of what drove that increase? And it also sounds like sequentially, the revenue yield should go up in the segment as we go into the third quarter. Is that a fair assessment?

Yes. So last quarter or the second quarter of 2020, we only had $44 million of ACH volume in that segment. And this quarter 2021, we had $196 million in that segment. And that's the back-to-school activity for the university, which happens twice a year. So yes, I think it is fair revenue yield could go up this coming quarter.

Okay. Thank you. Thank you for that. And then just another follow-up just sort of sticking to the Education vertical, I know Rick, you mentioned I think Education was sort of third in line as you were talking about prospects within the pipeline. I'm just curious, are you guys -- you guys want to do an education acquisition, given the -- I guess uncertainty or pressure next year on school lunches, or are you guys looking to potentially go after something catering more to private schools or more higher education? I guess, are you looking at something beyond kind of the core market that you've serviced in the past?

Yes, it's a good question, George. As I think about the pipeline and the prospects that are in it, there's no lunch today. Most of it is what I would call marketplace, which is other payments that take place in the school, whether it's K-12 private. And then, there's ancillary products that we wanted to have for several years now like nutritional software and that sort of thing. So, I can't think of one that has lunch today. That doesn't mean we won't talk to them, but I don't see that being an issue with what we've got in our pipe today.

Okay. That's helpful. And just one last one. Clay, if you can break out for us the percent of revenue today that is non-payments related? So license fee or Saas? Thank you. And I'll hop off guys.

Okay. For the -- well, I think we -- yes we gave 36% as a six months number for software revenues, 57% were payment revenues for the six months and 7% were in the other category equipment or things of that nature. Is that what you are looking for George?

Yes. Thank you.

The next question comes from Chris Donat of Piper Sandler. Please go ahead.

Good morning gentlemen, thanks for taking my questions. Just wanted to think about the ACH volume from education going forward. Is it safe to use that $196 million number from the quarter and just kind of like a ballpark -- with a reasonable ballpark assumption to be that you'll get sort of the incremental $200 million bump every other quarter because of tuition-related payments? Is that a safe way to think about it, or am I thinking about it wrong?

No that's exactly right. One of them happens in January and one of them happens a little bit July, but mainly August, so in the -- our fiscal fourth quarter.

Okay. And then, with sort of the economic recovery and getting back to in-person sales and trade shows is -- do you expect sort of a step function in sales here, or is this going to be more of a gradual thing, as you're calling on customers who might not have been willing to take meetings, or is it really a dramatic change in what's going on with your customers there?

I feel like for the last 30 days was in like a rock concert and I think that will continue for six more months. So, obviously, a little pent-up demand. But we have increased our offering through acquisitions and different -- the work that we've done internally, added salespeople, so -- I don't -- it's been crazy the last 30 days and I don't see it slowing down till Thanksgiving.

Okay. Sorry, I'm just trying to convert rock concert into my model, but I'll figure it out.

It's huge.

Yes, it sounds good and it's good to hear. And then, just last question from me, from a modeling perspective, as we look at the GAAP income statement. In the quarter you had a downtick from the fiscal first quarter in other cost of revenues, but an uptick, a pretty meaningful one in SG&A. Just anything to call out there? Is that more of the timing acquisitions and where they're landing on different expense lines or anything else?

Well. Yes. So BIS is more payment oriented, less software oriented. And so, that will impact some of those numbers and we'll get three months in the next quarter, not two months. On the corporate line you mentioned, we did resume bonus accruals this quarter. And have begun reinvesting in -- with some selective hires our -- some of our companies are getting concerned that they can't keep up with installations, if things continue at this pace. And so, we definitely want to enable any revenue we can. And so, we went through a year during COVID of being very tight with compensation and hires and we're beginning to reinvest now.

Okay. And then -- these hirings are, dealing more with implementations, not so much on the sales side, because it sounds like, if you will, that's where the rock concert is?

Yes. It's a little bit across the board. We did lay off 12% of our staff last spring. And a lot of -- some of that was muscle. And -- so we've been putting people off for a year and we're just finally letting them make the hires they wanted to make.

Okay. That’s helpful. Thank you.

[Operator Instructions] And the next question will come from Josh Beck of KBCM. Please go ahead.

Hey. This is Maddie Schrage on for Josh. First, I was wondering, if you guys could talk about the timeline that you expect the American Rescue Plan Act, to provide a tailwind on your government modernization projects? And secondly, I was wondering, if you could provide an update on. how you expect the vertical mix to evolve this coming year. Thanks.

So, on the stimulus money, we're thinking toward the end of the year, the December quarter, it's hard to really predict exact, but we are seeing more RFPs, more demos, more close sales that usually takes us, three to six months to install. And so I think, you'll see that, quarter pick-up. And it should continue for the whole year of 2022. Our software package is very well received with our existing customers, new customers. So we're optimistic, I think, we'll know a lot more, by the end of our June quarter.

For the second part of your question, I think, next year you'll see more public sector deals. Over 50% of our pipeline is public sector. We did I think eight deals, in eight months -- in the last eight months and six of those were public sector two in healthcare. So I'm looking for that momentum in public sector to continue.

Yeah, I think public sector will be at least 60%, especially until education bounces back, where -- and so, that will change a little bit. It's all good.

Super, helpful. Thanks guys.

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

Thank you, guys for joining us this morning. We do feel as if, the pandemic is over. We're seeing momentum in, all of our verticals, except education. But thank you for your interest. And stay tuned. Thank you.

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