Clay Whitson
Analyst · Raymond James. Please go ahead
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 ongoing transition to a SaaS offering. The purchased portfolios declined $0.3 million. Adjusted EBITDA increased 25%, in line with adjusted net revenues to $12.4 million for Q2 2021 from $10 million for Q2 2020. The March quarter marked a milestone in our history when the adjusted EBITDA from our Proprietary Software segment surpassed the contribution from the Merchant Services segment. Our Proprietary segment continues to be the growth engine for the future. Corporate expenses increased about $500,000 in Q2 2021 compared to Q2 2020, reflecting higher compensation costs, but increased at a slower pace than adjusted net revenues leading to a decline in the expense ratio from 8.2% for Q2 2020 to 7.5% for Q2 2021. We had a one-time gain of $2.4 million we recognized in Q2 from a minority investment in a company named AxiaMed. We invested $100,000 in 2016 and received cash from the sale of $2.5 million in early April. We have excluded this gain from adjusted revenues, adjusted EBITDA, and pro forma adjusted diluted EPS. Pro forma adjusted diluted earnings per share increased to $0.23 for Q2 2021 from $0.20 for Q2 2020. Again please refer to the press release and supplemental slide presentation for a full description and reconciliation. Segment performance. In our Proprietary Software and Payments segment, adjusted net revenues increased 70% to $24 million for Q2 2021 from $14.1 million for Q2 2020, principally reflecting growth in our flagship public sector vertical. The results included ImageSoft for a full quarter and BIS, our largest acquisition to date for two months. Our non-profit vertical continued to outperform expectations with its text-to-give technology and healthcare turned in a solid performance. Adjusted EBITDA increased 47% to $8.6 million for Q2 2021 from $5.8 million for Q2 2020 reflecting mainly public sector growth, but also the non-profit and healthcare acquisitions. For Q2, Public Sector represented over 90% of adjusted EBITDA in the segment. The adjusted EBITDA margin fell to 36% for Q2 2021 from 41% for Q2 2020 reflecting a drop in education profitability and the inclusion of ImageSoft, which carries a margin below 20%. As expected the margin did improve sequentially from 30% in Q1 with the inclusion of BIS, which carries a margin close to 50%. The one laggard in the segment remains education, although schools are beginning to return to the classroom, the USDA has extended its free lunch program for all students through next year. Going forward, we will need to rely more on software revenues and non-lunch fee payments, but we believe education will return as a high-growth vertical. Fortunately, public sector is by far our largest vertical and is over performing sufficiently to overshadow any weakness in education. With the resumption of trade shows and in-person demos we think every vertical in our Proprietary segment has a room to run. Net revenues for our Merchant Services segment increased 1% to $26 million -- $26.1 million for Q2 2021 from $25.7 million for Q2 2020. The numbers for Merchant Services were muted for the quarter, but they masked an underlying trend. January and February were weak, while March and April have been strong. Vaccination progress and less government-mandated restrictions have favorably impacted our customer base. Beginning in March California resumed permitting indoor dining with a phased occupancy approach. And our SaaS transition in hospitality is progressing more successfully than expected. We think the transition will ultimately lead to a better business model with more favorable competitive positioning better profit margins. Our B2B vertical has been resilient during the pandemic that has benefited in March and April from higher activity in its customer base. Adjusted EBITDA for our Merchant Services segment increased 3% to $7.6 million for Q2 2021 from $7.3 million for Q2 2020. The adjusted EBITDA margin was 29% for Q2 2021 versus 28.5% for Q2 2020, reflecting higher revenues in relation to fixed costs. Balance sheet. Our strong balance sheet has allowed us to continue to execute our acquisition strategy. On March 31, we had $83 million net of cash borrowed under our revolver which is a $275 million facility. The face value of our convertible notes are $117 million. Our total leverage ratio at quarter end which includes the convertible notes was 3.8 times, while the current constraint is 5 times. After quarter end we have paid approximately $37 million for three acquisitions. The multiple pay in on the three acquisitions conformed to less than 10 times adjusted EBITDA. We expect our total leverage ratio to remain below 4x for fiscal Q3 our June quarter. The interest rate for the convertible notes are 1%, while the interest rate for the revolver is currently less than 4%. Overtime we expect to convert roughly two-thirds of adjusted EBITDA into free cash flow which can either be used for more acquisitions or debt repayment. Outlook. Looking forward, we have increased our outlook for fiscal 2021. It excludes future acquisitions and transaction-related costs and adjust for write-downs of deferred software revenues in connection with purchase accounting. Adjusted net revenues $204 million to $220 million, adjusted EBITDA $52 million to $58 million, depreciation and internally developed software amortization $4.25 to $4.5 million. Cash interest expense $4.75 million to $5.25 million. Pro forma adjusted diluted shares $33 million to $34 million. Pro forma adjusted diluted EPS $0.98 to $1.08. From a vertical standpoint, we have not updated our percentages this quarter. But I want to highlight that our Public Sector vertical remains the clear leader representing roughly half of our current business and over half of our acquisition pipeline. Healthcare has become our second largest vertical resulting from three acquisitions during the past year that all lead with software. Changes to our presentation. In response to the pandemic and discontinuing guidance last spring, our supplemental presentations included monthly charts of payment volume and software revenues. We've now resumed guidance and feel like the economy is more stable and predictable now, so we have discontinued the monthly data. We have one more change that will commence next quarter our fiscal Q3 ending in June. We have historically always included in our reported adjusted net revenue adjusted EBITDA and pro forma adjusted diluted EPS and adds 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 and our guidance for adjusted net revenue adjusted EBITDA and pro forma adjusted diluted EPS. The earnings release we issued last night which includes the guidance I just mentioned includes this adjustment to these metrics consistent with our historical approach. Our historical practice has been based on a belief that such an adjustment was a necessary for investors to understand an acquisition performance in the first year and its true growth in the second year. The adjustment is consistent with the treatment and the financial covenants of our senior secured credit facility, as well as adjustments made by some of our peer companies and their disclosures. However, as part of the ordinary course SEC common process we have agreed with the SEC 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 third fiscal quarter ending June 30. As a result of this change in the third quarter earnings release we will present adjusted net revenue, adjusted EBITDA and pro forma diluted -- pro forma adjusted diluted EPS without the impact of this add-back for the three months and the nine months and ended. 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 of mid end 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. Please refer to the final slide in the presentation titled Supplemental Information on our website for an illustration of how the presentation will change in the third quarter. I'll now turn the call over to Rick for an update on the company and M&A activity.