i3 Verticals, Inc.

November 25th. The number for the replay is 855-669-9658 and the code is 8288708. 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 Clay Whitson, Chief Strategy Officer. Please go ahead, sir.

Good morning, and welcome to the fourth quarter 2025 conference call for I3 Verticals. Joining me on this call are Greg Daley, our Chairman and CEO, Rick Stanford, our President, Jeff Smith, our Chief Financial Officer, and 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 gap financial measure by reviewing yesterday's earnings release. It is the company's intent to provide non-gap financial information to enhance understanding of its consolidated gap financial information. This non-gap financial information should be considered by each individual in addition to, but not instead of, the gap 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 the 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 Daly.

Thanks, Clay. And good morning to all of you on the call. At the end of 2025, it's worth reflecting on how much we've accomplished over the last two years. Divesting our merchant services and our healthcare revenue cycle management businesses have turned a new chapter in I3 Vertical's public sector. I3 provides transformational solutions in a range of government functions, including courts, public safety, public administration, utilities, transportation, and schools. We have streamlined our businesses and narrowed our investment to that end, and the returns are only beginning to accrue. In 2025, results show that our revenue growth was strong. In fiscal Q4, we grew 7% over a prior year tough comp. For the fiscal year, we grew at 11%, and 8% of that growth was organic. Our ability to grow our recurring revenue is the best predictor of our long-term growth prospects. To highlight that point, our ARR grew over 9% in Q4, outpacing revenues. Jeff will discuss further that we expect similar growth rates in ARR in 2026. While our revenue, while our non-revenue will likely take a step backwards. Last quarter we highlighted the importance of investing in new product and markets. We are excited that projects are underway in all of our markets. But our justice and utility investments continue to represent an outside portion of our investment. And we expect these to accelerate in 2026. We have conviction about our revenue opportunities attached to these costs. Many of the impacts will be manifest in the form of durable recurring revenue growth over the long term. We previously announced a win in the state of West Virginia is a perfect example. We look forward to a long partnership serving courts and citizens of West Virginia with our court management solution. Those who know our M&A history are probably surprised we have $85 million in cash on hand and no debt. We will continue to thoughtfully deploy our capital in ways that enhance our ability to bring great solutions to our customers. This includes internal development and M&A. I will now turn the call over to Jeff, and he will provide you more details on our financial performance. And when Rick is done, and then when he's finished, Rick will address M&A pipeline, and Paul will then discuss revenue.

Thanks, Greg. The following pertains to the fourth quarter of our fiscal year 2025, which is the quarter ended September 30th, 2025. Please refer to the slide presentation titled Supplemental Information on our website for reference with this discussion. As a recap, we sold our healthcare RCM business in May 2025. The sale followed the sale of our merchant services business in September 2024. We are now a pure play software solutions provider for the public sector operating in a single segment. For financial reporting purposes, when you look at our earnings release, or later our 10K, Continuing operations and RemainCo refer to our results exclusive to the merchant services and healthcare RCM businesses. Revenues for the fourth quarter of fiscal 2025 increased 7% to $54.9 million from $51.3 million for Q4 2024, reflecting organic growth of 4.5% and $1.3 million of inorganic revenues. from a permitting and license acquisition in August 2024 and a utility billing acquisition in April of 2025. Organic revenue growth for the year was 8.4%. Recurring revenues increased 9% to $41.3 million for Q4 2025 compared to $37.8 million for Q4 2024. Seventy-five percent of our revenues in the quarter came from recurring sources. SAS revenues grew a healthy 25% offsetting an 8% decline in maintenance. Transactional-based revenues and recurring software services grew 10%, while payments revenue grew 11%. Non-recurring sales of software licenses declined $1.9 million, reflecting the ongoing shift to SaaS. Professional services revenue increased $1.8 million, partially offsetting the decline in software license sales. Software and related services represented 70% of total revenues for Q4, with payments 25% and other 5%. At this time last year, we introduced a new metric, net dollar retention, which we will disclose annually. It applies to all recurring revenue line items, but last year excluded payments. This year, we've included the payments revenue in this metric, and the net dollar retention for fiscal 2025 was 104%. Adjusted EBITDA declined slightly to $14.4 million for Q4 2025 and $14.6 million for Q4 2024, principally reflecting a decrease in non-recurring sales of software licenses at a high margin and an increase in lower margin professional services. Adjusted EBITDA as a percentage of revenues was 26.2% for Q4 2025 versus 28.5% for Q4 2024. It improved for the year to 27% for fiscal 2025 from 26.4% for fiscal 2024. The improvement was driven mainly by lower corporate expenses following the two divestitures. The 60 basis point improvement for the year was on the lower end of our long-term expectations of 50 to 100 basis points improvement per the year because of our previously mentioned investment in our justice products. That will continue into 2026. Adjusted diluted earnings per share from continuing operations was $0.27 for Q4 2025 and $1.05 for the fiscal year. These numbers exclude discontinued operations. Again, please refer to the press release for a full description and reconciliation. Our balance sheet is strong and well positioned for the future. As of September 30th, we had $67 million of cash and no debt. We still have $400 million of borrowing capacity under the revolving credit facility with a 5X leverage constraint. We intend to use the cash in any borrowings for acquisitions and opportunistic stock repurchases. The following sets forth guidance for continuing operations for FY2026. The outlook does not include acquisitions that have not yet closed or transaction-related costs. Revenues, $217 million to $232 million. Adjusted EBITDA, $58.5 million to $65 million. Depreciation and internally developed software amortization, $10.5 million to $12.5 million. Adjusted diluted earnings per share, $1.06 to $1.16. We currently expect recurring revenues to grow at a rate similar to fiscal 2025 in the range of 8% to 10%. However, we currently expect a decline and our non-recurring professional services are the cadence, driven by the cadence of revenue recognition on certain projects in our utilities and transportation markets. This will be particularly true in Q1. Despite the lower outlook for those markets in fiscal 2026, they are well positioned to rebound in fiscal 27 and beyond. Our long-term expectation for organic revenue growth remains high single digits. While we are now a single operating segment, we would like to provide some detail regarding the size and relative contributions to revenues by our core markets. Justice is our largest market, representing approximately 25% of revenues. Utilities, transportation, education, and public administration are all roughly equally weighted. From a seasonality standpoint, software license sales and professional services represent the most variable line items to forecast. and can distort seasonality in given quarter. We currently expect our revenue distribution to approximate the following. Q1, 23%. Q2, 25.5%. Q3, 24.5%. Q4, 27%. I'll now turn the call over to Rick for updates on the M&A pipeline.

Thank you, Jeff. Good morning, everyone. I'll briefly address M&A and then I'll hand the call off to Paul. This past quarter has presented various opportunities to assess potential acquisition targets. Our interest in some of these companies remains strong and discussions are ongoing. Acquisition philosophy remains steady. We will pursue opportunities that align with our strategic goals while maintaining a disciplined approach to pricing. Additionally, each potential acquisition must fit well within our operational framework, ensuring compatibility. We remain optimistic as our acquisition pipeline is constantly churning and continually filled with promising opportunities. Our primary focus remains on strengthening our public sector vertical, where we see significant potential for growth and innovation. I'll now turn the call over to Paul for final comments.

Thank you, Rick. I3 Verticals is structured into five primary markets, Justice Tech, Transportation, public administration, education, and utilities. Because we intentionally structured our organization in a market-centric model to remain as close to the customer as possible, intramarket cross-selling naturally progressed into solution bundling. As solutions have evolved, some are applicable cross-market. Given that, leadership is actively identifying synergistic opportunities across markets further accelerating revenue and deepening customer engagements. Governments are prioritizing the modernization of legacy systems, enhanced user experience, and improved transparency for constituents. The combination of modernization needs and scope expansion creates a unique market opportunity for I3 verticals to address the gap by providing solutions that include ancillary modules such as payments and other revenue cycle activities, that may reduce costs of systems modernizations. Additionally, I3 is positioned to address the needs of all sides of the state and local government agencies. Our solutions architecture and service delivery model allows us to scale from a single agency to an entire state system, broadening our addressable market. Recently, I3 Verticals announced the expansion of our partnership with the West Virginia Supreme Court to deliver the I3 Court 1 case management solution to the state's circuit, family, and magistrate courts. With the new contract, I3 provides ancillary value-added services designed to maximize efficiency and offset project costs for West Virginia's unified judicial system. An expanded platform will empower citizens to gain greater access to aggregated public court data while the revenue cycle management module will streamline financial processes and improve courts case disposition rates. We are experiencing a heightened awareness and demand for technology forward platform solutions across the public sector. Platform offerings support decision makers ability to manage results versus managing assembly of multiple systems vendors and ongoing maintenance. Recent evidence of market platform orientation include higher number of RFPs, an increase in the scope of the solutions covered, unified data structure for analytics, and ongoing systems evolution and maintenance requirements. The shift from traditional licensing and capital expenditure models to SAS introduces a new budgeting paradigm for government clients. One of our differentiators is that I3 is organized both in solution bundling and delivery structure to scale implementation from a single agency to statewide deployment. To address evolving platform market trends, we bundle ancillary services to reduce upfront costs and deliver integrated modular solutions that deliver modernization with extended scope and enable rapid rollout of additional modules. As referenced earlier, we're observing increased RFP activity alongside continued pipeline growth. This momentum in part reflects increased recognition of I3 as a trusted platform provider and the enhanced market visibility achieved through our brand unification over the past year. This includes my comments, Drew. At this time, we will open the call for Q&A, please.

We will now begin the question and answer session. To ask a question, you may press star then 1 on your telephone keypad. If you're using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star then 2. Again, it is star then 1 to ask a question. At this time, we will pause momentarily to assemble our roster. The first question comes from John Davis with Raymond James. Please go ahead.

Good morning, guys. Jeff, just wanted to dive in to the 26 Organic Growth Outlook. Our math is about 5%. I heard 8% to 10% recurring and professional services down. Is that a function of you're no longer selling those professional services or maybe you're not putting Things like Manitoba and the guide, because they're lumpy and you don't know if they're going to hit or when they're going to hit. Just trying to get a sense for the level of conservatism and also how much you expect professional services to be down on a year-over-year basis.

Yeah, thanks for the question, J.D. So it's absolutely true that we are leaning into recurring revenue any chance we get. So when it comes to negotiations like the West Virginia deal we just did, or any opportunity where we can, you know, push and lean on the SAS and defer or, you know, you know, opt for the recurring sources instead of the professional services implementation sources in contract negotiations. We're absolutely doing that at each turn. That being said, the professional services, we don't expect that to go away. We don't think that, you know, what we have clear line of sight on in 2026 is reflective of any kind of long-term trend necessarily. There's a number of things, the West Virginia deal, utilities pipeline. They look really strong on the professional services and implementation front further out. It's just true that for 2026, we think that the cadence and timing of some of those things is going to be a little bit lighter. And so we expect to see that line drop off a little bit here. And it was strong in Q4. Some of that was a little bit of pull forward. But most of it is kind of things that we just think that the actual performance obligation fulfillment, the cadence of when we get to rev rec on these, is further back end of 2026 or slipping into 2027.

Okay, thanks. And then I just wanted to drill down a little bit on that dollar retention. I think you called it out 104 for the year. How much of that was price? And how should we think about kind of the pricing tailwind going forward? going forward.

So we addressed this a little bit with the market, but just to kind of recap some of these things, the company has been extremely conservative on price increases historically. And I wouldn't say that we are, this isn't like a pendulum swing to the opposite end of the spectrum at all, but we're much more bought in and have been, you know, working through the contracts and the expectations. to make sure we kind of get to more of a three to 5% price increase range on a consistent basis with our customers. You know, we've kind of guided that you might expect, you know, if price increases were historically contributing, you know, one plus percent, that that would maybe inch up by about a percent a year for the next several years. And so 2025 contribution from price increase, you know, you're still in that vicinity of that, you know, one to two percent kind of range. Looking ahead, you know, we're probably getting closer to, you know, one and a half to three range for 2026 in our expectations. So modest incremental increases there. We don't think we're at our final destination in terms of the contribution from price increases.

Okay. And then, Jeff, one more, and I got one bigger picture for Greg. Just on the margin front, what was the Justice Tech investment in the quarter? Was it bigger than you thought it was going to be in line? Just remind us what you're expecting for incremental investments in Justice Tech in 2026.

To recap, that primarily consists of its bodies, to put it simply, bodies to accelerate the development of our core package, bodies to accelerate the implementation of our core package. It's all things that we think we're going to get a great return on. You know, West Virginia is just one of kind of, you know, the sources where that's going to kind of come from. We're really excited about that deal. The cost is, I'd say it's, you know, relatively in line with where we thought it was going to be for Q4. But these are people who are going to be with us for, you know, the foreseeable future here. And that's going to, you know, that elevated cost is going to continue into this next fiscal year here.

Okay. And then, Greg, $85 million cash on the balance sheet here. You know, how do we think about buyback versus M&A? And just remind us how much you have on the buyback. You know, it looks like this year is going to be a little bit of a transition year, at least on the revenue front. Just how are you thinking about that M&A versus buyback here? Remind us how much you guys have authorized left.

We just, regarding buybacks, and I'll let Greg hit M&A, but buybacks, we just refreshed the approval to $50 million. Not a lot of activity in this current period. We'll see, obviously, the detail in our 10-K. That's something that, you know, the MSIS is on being opportunistic. You know, we'll do it when we think we get a good return, and we're not going to chase it when we don't think, you know, that we're givens.

On the M&A, we've worked in our pipeline for 13 years, and I think you'll see some activity sooner than later. We've done a couple of small ones that we really don't talk a lot about, and I think we'll still do those. But I think there'll be a couple of meaningful ones that we get done in 26th.

And, Greg, when you say meaningful, more tuck-in but announce, you know, deals that are big enough that you're going to announce them versus maybe some that are just immaterial and not even worth, you know, kind of press releasing or talking about.

Exactly.

But nothing transformative.

Yeah, nothing transformative. But they're larger. You know, we say our sweet spot is $2 million to $5 million of EBITDA and we pay 10 times. You know, we could get a little bit above that, but nothing dramatically.

Okay, appreciate it. Thanks, guys.

Again, if you have a question, please press star then 1. This concludes our question and answer session. I would like to turn the conference back over to Greg Daley for any closing remarks.

Thank you. We do appreciate your interest. We're here if you need to talk, discuss. We do appreciate your support. Thank you. Have a good day.

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