Clay M. Whitson; CFO & Director; i3 Verticals, Inc.
Frederick Stanford; President; i3 Verticals, Inc.
Geoffrey C. Smith; SVP of Finance; i3 Verticals, Inc.
Gregory S. Daily; Chairman & CEO; i3 Verticals, Inc.
Paul Christians; COO; i3 Verticals, Inc.
Alexander Wexler Markgraff; Associate ; KeyBanc Capital Markets Inc., Research Division
Matthew David VanVliet; Director & Application Software Analyst; BTIG, LLC, Research Division
Good day, everyone, and welcome to the i3 Verticals Fourth Quarter 2023 Earnings Conference Call. Today's call is being recorded, and a replay will be available starting today through November 27. The number for the replay is 877 344-7529 and the code is 727-2540. The replay may also be accessed for 30 days at the company's website. At this time for opening remarks, I'd like to turn the floor over to Jeff Smith, SVP of Finance. Please go ahead, sir.
Geoffrey C. Smith
Good morning, and welcome to the Fourth Quarter 2023 conference call for i3 Verticals. Joining me on this call are Greg Daily, our Chairman and CEO; Clay Whitson, our CFO; Rick Stanford, our President; and Paul Christians, our COO. 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 shall 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 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 it may be required under applicable law.
I'll now turn the call over to the company's Chairman and CEO, Greg Daily.
Gregory S. Daily
Thanks, Jeff, and good morning to everyone on the call. I'm pleased to report a strong finish to fiscal year '23, and we're excited about what's coming in fiscal year '24. We've been on a great run, setting record revenue and adjusted EBITDA every quarter for the last 3 years.
Revenue was up 13% in Q4 and adjusted EBITDA was up 23% over the same quarter last year. This resulted in our best adjusted EBITDA margin in the last 4 years. We're on a mission to use software to solve problems for our customers in our targeted vertical markets. Our software and related services revenue was up 19% over the same quarter last year. We are at our best bringing customers scalable, cloud-based platforms with continuing updated features and security improvements.
A subset of software revenue, SaaS revenue grew at 23% over the same quarter last year. Overall, software and related services revenue made up over 50% of total revenue for fiscal year '23. Clay will address the balance sheet later, but we are pleased to have delivered to below 3.8x. Our cash flow provides us ample room to execute on opportunities, but our standards remain high and we're very selective with our M&A targets. In a year of less M&A, I want to reemphasize my remarks of Q3. This year, we have made tremendous strides in integrating and improving our businesses. I am proud of the efforts of all of our employees, led by Rick Stanford and Paul Christians, who have helped us collaborate and build such a strong foundation.
We've realigned our business in public sector, health care, merchant services and organized best-of-class in shared enterprise solutions and marketing functions. The guiding principles and all of this is, our whole is greater than the sum of our parts, and we have a great internal culture. Our employees have bought in. Our focus next year will be growth. We're excited about all the opportunities in front of us, and I am confident in our team's execution. I'll now turn the call over to Clay, he'll provide you more details on our fourth quarter financial performance. Following Clay's comments, Rick will provide more detailed update on the business and address M&A, and then we'll open up the call for questions.
Clay M. Whitson
Thanks, Greg. The following pertains to the fourth quarter of our fiscal year 2023, which is the quarter ended September 30, 2023. Please refer to the slide presentation titled, Supplemental Information on our website for reference with this discussion.
We had another solid quarter with record revenues and adjusted EBITDA. Revenues for the fourth quarter increased 13% to $96.4 million, the mid-coin of our guidance from $85.3 million for Q4 '22, reflecting organic growth and acquisitions.
Our revenue yield improved to 153 basis points for the quarter from 140 basis points for Q4 '22. Organic revenue growth for this quarter was a little above 7%. As mentioned on the Q3 earnings call, the end of free federally funded lunch in our education vertical, anniversaried in Q4. In certain states stepped in to subsidize launches for this school year.
Consequently, the $2 million step-up in revenues from Q3 to Q4 of fiscal year '22 did not repeat in fiscal year '23. And growth was slowed by newly subsidized lunches. ARR totaled $313 million for Q4 '23 compared to $281 million for Q4 '22. SaaS revenues increased 23% from Q4 '22 to Q4 '23.
Over 80% of our revenues in the quarter continued to come from recurring sources. Software and related services remain the largest portion of our revenues, representing 50% for Q4. Payments represented 44% and other 6%.
Adjusted EBITDA increased 23%, outpacing revenues to $26.8 million for Q4 '23 from $21.7 million for Q4 '22, reflecting continued momentum in our Software and Services segment. Adjusted EBITDA as a percentage of revenues increased to 27.8% for Q4 '23 from 25.5% for Q4 '22, reflecting margin improvement in our Software and Services and Merchant Services segments. Pro forma adjusted diluted earnings per share increased to $0.40 for Q4 '23 from $0.39 for Q4 '22. Again, please refer to the press release for a full description and reconciliation.
Segment performance. Revenues in our Software & Services segment increased 16% to $60.1 million for Q4 '23 from $51.8 million for Q4 '22, principally reflecting growth in our public sector vertical.
Public sector, including education, represents over half of our consolidated business. Both acquisitions during fiscal year '23 were in the public sector vertical. The segment's adjusted EBITDA improved 24% to $21.2 million for Q4 '23 from $17.1 million for Q4 '22, outpacing revenues.
Adjusted EBITDA as a percentage of revenue improved to 35.3% for Q4 '23 from 33% for Q4 '22, reflecting high-margin public sector acquisitions during the year and cost efficiencies gained from an internal realignment within verticals on which Rick will elaborate. We expect these efficiencies to carry over into 2024 performance as well.
Revenues for our Merchant Services segment increased 9% to $36.4 million for Q4 '23 from $33.4 million for Q4 '22, principally reflecting growth in our B2B and ISO channels. Adjusted EBITDA for our Merchant Services segment increased 18% to $10.8 million for Q4 '23 from $9.1 million for Q4 '22, outpacing revenues. Our revenue yield moved up a few basis points with continued expense control.
Balance sheet. Our balance sheet remains strong and well positioned for '24. On September 30, we had $269 million borrowed under our revolver, net of cash. The face value of our convertible notes are $117 million. As of September 30th, our total leverage ratio was less than 3.8x.
The current constraint is 5x under our $450 million revolving credit. The interest rate for the convertible notes is 1%, while the interest rate for the revolver is currently around 8.5%. We have remained disciplined in our approach to growth and acquisitions. For fiscal 2024, we expect to convert over half of adjusted EBITDA into free cash flow. We define free cash flow as adjusted EBITDA minus CapEx, internally capitalized software, cash interest and cash taxes.
Free cash flow can be used for debt repayment, acquisitions and earnouts. During fiscal '23, we paid approximately $26 million in earn-outs was down from $43 million in fiscal '22. Our estimate for earn-out payments in fiscal '24 is currently just $7 million. In the absence of acquisitions, we currently expect to finish fiscal '24 with a leverage ratio of less than 3x.
Outlook. Looking forward, the solid finish to our fiscal year gives us confidence in the following guidance for fiscal year '24. It excludes acquisitions that have not yet closed and transaction-related costs. Revenues, $385 million to $410 million, adjusted EBITDA of $109 million to $119 million, appreciation and internally developed software innovation, $11 million to $13 million; cash interest expense, $22 million to $25 million and pro forma adjusted diluted EPS, $1.60 to $1.78.
From a seasonal standpoint, we currently expect the quarters of fiscal year '24 follow a similar pattern to those of fiscal year '23. As we become more software-centric, quarters may vary based upon perpetual license sales, even though our trend is generally toward more recurring revenue streams. I will now turn the call over to Rick for company updates and pipeline.
Thank you, Clay. Good morning, everyone. I'll begin with updates on the business and then cover M&A. Our 2023 fiscal year ended on a high note as we continue to see the positive results of realigning our organizational structure to better support our large and complex customers. If you remember, we started this realignment process with public sector and then we move to health care.
We started by examining the advantages and disadvantages of each of our vertical businesses. We then devised programs to spread enterprise-wide strengths and strengthen weaker areas across the company. During Q4, i3 Healthcare Solutions continued down the path of realignment with the establishment of 4 core sub verticals. These sub-verticals include care delivery, which encompasses EHR, practice management, patient engagement and patient payments, RCM services featuring revenue cycle management services, advisory services and practice services, payer solutions, consisting of appeals and grievances, and our provider management platform and business solutions, which focuses on supporting business functions such as finance, accounting, HR and legal.
Payer Solutions continued to thrive with a significant investment from one of the nation's largest health care payers with increased adoption of the i3 Universal Appeals agreements platform, extending its reach to an expanded user group underscores the platform's value and significance in the health care landscape.
The RCM Services segment reported positive momentum, securing 6 new clients during the quarter. Additionally, the segment-maintained growth with some of its largest academic medical institutions highlighting the industry's recognition and trust in i3 health care solutions. Overall, the quarter showcased 3 health care solutions as a robust and thriving entity with strategic realignment and continued success across its diversified sub-verticals. Not surprisingly, our people have adjusted to the new structure and are attacking new opportunities that are now available to them. A great example of this happened this past quarter as we realigned areas of our merchant services business to create the Commerce Technology Solutions team or ComTech.
This team includes development, support, implementation, integration and product evolution, which more efficiently allows us to provide our payment-enabled software solutions, sales and marketing support to customers in the integrated POS, property management, nonprofit and ISV markets. The Comtech team is fully engaged and invested in providing our payment technologies throughout our enterprise. Our shared services model has been successful across i3. An example of this is the strides that our marketing team has made in unifying all entities under the i3 Verticals one company, one brand initiative. i3 marketing coordinates with vertical leadership to position our messaging in a strategic effective manner.
The enterprise level marketing team coordinates with dedicated vertical market and product managers to ensure brand continuity as all entities are actively working to brand as i3. By structuring the team so that key decisions are made in conjunction with team members who are closest to the customers, we solidify domain expertise and customer loyalty.
Another example of our shared services model is our Enterprise Solutions group. Part of this group, the implementations team is currently integrating 2 statewide transportation solutions. And in Justice Tech, Digital Evidence Management was launched in a large Midwestern state and our e-filing solution was successfully launched with the first round of courts in Georgia and the second round of scheduled for December.
I mentioned our enterprise RFP response team last quarter. This team's ability to create compelling proposals as a result of a unified approach to riding, research and solution engineering. The quantity and quality of RFP responses has increased. By closely tracking each stage of the process, we can see a trend in initial responses evolving to solution demonstrations and following demonstrations, we are winning more deals with this model. We are boosting our cloud migration strategy for vital technologies over the coming year as part of our commitment to utilizing strong technical solutions.
We have successfully migrated the vast majority of our historic vendor colocation providers to the public cloud. Our business is functioning more efficiently and effectively since the realignment. We continue to see the market respond positively to our adjustments. Customers are choosing to partner with us and trust us with more and more of their business. With that in mind, we recently won a large software project with a multistate utility that provides services to several million customers.
While the revenue primarily relate to our fiscal year 2025 and beyond, this contract is indicative of the high-quality deals we can source go forward. This contract further expands our footprint in the Midwest and Southwest. Additionally, in public sector, we closed sizable deals in our Justice Tech, utility and ERP sub-verticals. We signed a deal with a global leader in software and solutions for project-based businesses, 2 integrations are complete and 2 more integrations for the professional service industry are scheduled in the next few months.
The pipeline with current and future integrations continues to grow. Our Enterprise Solutions group is currently working on several hundred implementations as we speak. All in all, we couldn't be more excited with our realignments across the board, and our people are creating an environment where entrepreneurship is rewarded. While almost completed our vision of one company, one brand is coming to fruition. This rebranding effort will be 100% complete by the end of December.
I'll now speak to M&A. This past quarter produced several opportunities to look at and evaluate potential targets for acquisition. Most of them were in public sector with a few in health care and education. While we have continuing interest in some of these targets and conversations are ongoing, the timing and other things unique to each of them will dictate when and if we get to a term sheet.
Regardless, our pipeline continues to be full of companies largely in both public sector and health care. Despite a few months without closing a deal, our philosophy regarding acquisitions has not changed, and we will continue to be opportunistic with select acquisitions. In the meantime, we will continue to focus on growing the company, streamlining operations and paying down debt. As usual, we continue to self-source our acquisition targets. This concludes my comments, Jamie, at this time, we'll open the call for Q&A, please.
Question and Answer Session
Ladies and gentlemen, at this time, we'll begin the question-and-answer session. To ask a question, (Operator Instructions) Our first question today comes from John Davis from Raymond James.
This is Tyler on for JD. It's good to see pretty significant margin expansion embedded in the outlook for next year. I think it implies over 150 basis points of expansion, which is above what you usually targeted. So just curious what's driving that for next year.
Gregory S. Daily
We mentioned and Rick elaborated on some internal alignments we did within our verticals. Those just really gathered steam in our fourth quarter. And so you'll see the full effect of them in 2024.
Got you. And then just on quarter-to-date trends, just curious what you're seeing throughout coker in November, if there's any pockets of weakness or areas that have surprised the upside?
Gregory S. Daily
Hospitality, it seems like it was the last thing to kind of come back from COVID restaurants were opened, but not fully staffed for a while. And so that year-over-year comparison has flattened out or a little out over the past few months.
And our next question comes from Matt VanVliet from BTIG.
Matthew David VanVliet
I guess as you look towards the end of the calendar year here, curious what you're seeing from sales cycles, I guess, demand from customers in terms of greater diligence or anything like that, that might be creating a little more friction in the system? And what, if anything, would you attribute any additional friction that you are seeing to?
This is Paul Christians. We can't see any measurable adjustment in that, Matt. It seems as if our activity levels in public sector and health care are on both a commercial and RFP basis are up and our commerce technology solutions, is also getting a high degree of activity. I think some of that may be because of the realignment we've also invested in an expanded sales force, and that's beginning to manifest itself in several ways, and the ability for all of our sales people to sell all products across their respective vertical also is enhancing the number of opportunities we're seeing.
Matthew David VanVliet
All right. Very helpful. And then as you think about some of the other shared services you've put in place, I know earlier in the year, you highlighted the sort of centralized RFP team. Are you seeing -- or I guess, how would you characterize the level of sales activity heading into fiscal '24? And where should we expect or where are you targeting sort of the mix of software to end up in sort of the deal mix as you look out towards next year?
Gregory S. Daily
Well, I think we're probably in the fourth or fifth inning of realizing the gains that we are going to see in our sales marketing integration with the realignment, it's going very well. I mean it's definitely better than it was a year ago. I think it will be a lot better a year from now. What was the other part of the question?
Matthew David VanVliet
How software mix is trending?
Gregory S. Daily
That's gradually going to move up. The quality of our earnings, I believe, has gotten much better with more software, SaaS growing dramatically. 60%, 65% would be a goal that I think is attainable in the next 2.5, 3 years. Just nice and steady.
(Operator Instructions). Our next question comes from Alex Markgraff from KeyBank.
Alexander Wexler Markgraff
Just first, to follow up on the comments around sales side count. Just curious, is this scenario you continue to hire? Or do you feel like the team is in a good spot headcount why is heading into fiscal '24?
I think we will hire, we feel like we're in a good spot and can deploy what we have hired. But as we continue to gain momentum on that, we will also continue to rehire and maintain the focus on vertical execution with the product mix that we have.
Alexander Wexler Markgraff
Great. And then, Greg, just I think in your prepared comments, you mentioned kind of a focus on growth in fiscal '24, if I heard you correctly. Just kind of curious if you could square that with the guide, the full year guide, just the, I think, 7% at the midpoint. Just any sort of additional thoughts there in squaring the growth comment with the guide and just additional thoughts on inorganic opportunities would be helpful that's part of it.
Gregory S. Daily
Yes. Love the activity. I love the pipeline, how we've come together. I believe we go to some 150 conferences as a combined company now. There's probably 4, 5, 6 different companies represented at these conferences, so that when we sell a product, I believe that we're probably instead of a $75,000 project, it's $100,000. I mean the type of thing. But we're optimistic about '24. We're being careful with the guide. But I feel very comfortable with what I'm seeing the pipeline, the deals that we've already signed, we just haven't installed yet. So I'm optimistic about our guide.
And our next question comes from James Faucette from Morgan Stanley.
It's Michael Infante for James. Just wanted to ask a quick question on take rates, obviously strong for the overall combined business. But can you just unpack some of the drivers within both Merchant Services and software and payments. It looks like there were some different sequential take rate trends in each that maybe were a little bit more outsized than prior year seasonality? So I just wanted to make sure I understood some of the drivers there.
Gregory S. Daily
Well, in software and services well, let me start with Merchant Services. We ticked up about 4 basis points in yield. And we always try to sort of keep ease, but even with Visa, MasterCard and they had a price increase in April, some of ours didn't filter through until August. And so we had a 4 basis point increase there.
In software and services, the take rate came down a little bit. And we've added some payment streams in the utilities business recently, and that has very healthy margins, but I mean, a very healthy volumes, but it's a lower discount than you'd see in traffic tickets, for example. But overall, it improved. As software and services grow, it's just so much higher in software and services, the mix improves pretty easily over time.
Yes, that makes sense. Appreciate it.
And ladies and gentlemen, with that, we'll be concluding today's
question-and-answer session. I'd like to turn the floor back over to Greg for any closing remarks.
Gregory S. Daily
Thank you to our team, to our investors, thank you for your support. And I hope everyone has a nice holiday. Thank you.
Ladies and gentlemen, with that, we'll conclude today's conference call and presentation. We do thank you for joining. You may now disconnect your lines.