And first, I will first I want to make a few points. First, our roots by deep and merchant services. We started this company and we knew the business well, we understood the power of consistent recurring revenue that could be unlocked when we add value to our customers and take care of them. We have built and acquired best in class technologies, attracted amazing customers and most importantly, assembled an incredible team. I'm extremely proud of the I. three merchant services business and what we've accomplished together. Second our merchant services capabilities have set the stage for us to build something very special in vertical market software. We've always believed in our scale and our expertise in payments gave us an edge. We're not just looking for any buyer of our merchant services business that a long-term partner who wants to help us continue to unlock payment opportunities within our current software businesses.

Third, we'd like the opportunity of the sale because we believe it is beneficial to our customers, our employees and our shareholders. If we focus this narrowing of our focus to our core markets of public sector, healthcare and education. We will be better poised to capitalize on the expansive opportunities within Asia. Now I'll turn the call over to Rick and he'll provide you more details on the ongoing process. And then he'll when he finishes, Clay will discuss our financial performance, and then we'll open up the call for questions.

Rick Stanford: Thank you, Greg. Good morning, everyone. I'll start by talking briefly about the process mentioned in last night's press release and then cover M&A has previously announced. The Company's Board of Directors has directed R3 management to explore the sale of certain assets related to our merchant services business. This decision was made after careful consideration by our Board with input from management and the company's financial adviser and is consistent with the Company's strategic focus on vertical market software. Consistent with this strategy, the Board believes that the sale of this discrete portion of our business and no other part of the business or R3 as a whole is in the best interest of the Company and its shareholders.

Merchant Services business includes all payment related assets, not tethered to proprietary vertical market software, including the associated payments technology. This is a leader in the market and we believe it has tremendous potential with increased attention and resources of external ownership is led by a highly respected industry veterans with decades of experience and their sales and technology teams are formidable and top-notch. This business has appropriate leadership, sales and support to operate on a stand-alone basis, and we are confident that it will attract be attractive to many potential buyers. The sale of the merchant services business would generate capital that the Company would expect to deploy to pay down debt and can be used with additional strategic application towards M&A in our three target verticals, our focus will continue to be growing our industry leading software businesses and public sector, health care and education, which we believe are the optimal platforms to deliver enhanced shareholder value over the long term.

Each of these verticals includes a large addressable market, a decentralized competitive landscape and is underserved by technology. We believe these businesses have significant opportunities for growth. Our Board has the benefit of input from management on our financial advisor has directed us to initiate this process solely to explore the sale of our merchant services business as the best path to create value for our shareholders as we explore the potential sale of the merchant services business. We will continue to fully support current payments clients and the payments technology platforms. Our clients should not be affected by this decision. And if the sale transaction does occur, it would be a seamless transition for them further, as part of any transaction, we would expect to execute an agreement for ongoing payment partnership with the potential buyer so that we continue to offer this value added integrated payment service that our customers expect from us after this call, three does not intend to make any further disclosure concerning these matters unless or until a definitive transaction agreement is reached or until three determines that additional disclosure is appropriate and warranted.

All the inquiries from potential third party purchasers. Concerning our merchant services business should be directed to Raymond James and Associates. Regarding M&A, we continue to look at opportunities over the last quarter for potential targets for acquisition. Most of them were in public sector with a few in health care and education. Our pipeline continues to be robust with Target Companies largely in public sector and health care verticals. I'll now turn the call over to Clay, and he'll provide more details on first-quarter financial performance.

Clay Whitson: Thanks, Rick. The following pertains to the first quarter of our fiscal year 2024, which is the quarter ended December 31, 2023. Please refer to the slide presentation titled Supplemental Information on our website for reference with this discussion. Revenues for the first quarter of fiscal '24 increased 7% to $92 million from $86 million for Q1 in 2023, reflecting organic growth and acquisitions. Organic revenue growth for this quarter was a little above 5%. Revenues from software licenses fell to just $0.7 million for Q1 2024 from $1.2 million for Q1 2023, and an average of $2.7 million per quarter in fiscal '23. As we have communicated in the past, software license sales are the most variable and difficult revenue stream for us to forecast.

It can be feast or famine on this line depending on customer schedules, particularly in the public sector. We have been deliberately replacing one-time software sales with recurring revenues such as SaaS and currently expect one-time software sales to be $5 million lower in fiscal '24 compared with fiscal '23. The transition is happening a little faster than expected. Saas grew 13% for Q1 '24 versus Q1 '23. ARR increased 9% to $317 million for Q1 '24, a new record, compared to $290 million for Q1 '23. Over 80% of our revenues in the quarter continued to come from recurring sources. Our revenue yield improved modestly to 148 basis points for the quarter from 145 basis points for Q1 '23. Software and related services represented 47% of total revenues for Q1 with payments 48% and other 5%.

Adjusted EBITDA increased 7% to $25.2 million for Q1 '24 from $23.6 million for Q1 '23. Adjusted EBITDA as a percentage of revenues remains steady at 27.4% for Q1 '24 and 2023. The adjusted EBITDA margins in both the software and services segment and merchant services segment improved but were offset by an increase in our corporate expenses, principally healthcare insurance costs and duplicative hosting costs as we transition from our private cloud with Rackspace to AWS and Microsoft Azure. Pro forma adjusted diluted earnings per share was $0.36 for Q1 '24 compared to $0.37 for Q1 '23. Again, please refer to the press release for full description and reconciliation. Segment performance. Revenues in our software and services segment increased 6% to $56.6 million for Q1 '24 from $53.2 million for Q1 '23, reflecting growth in healthcare and public sector, including education.

Celtic acquisition anniversary this quarter and declined by $1 million Q1 to Q1, reflecting the strike in Manitoba, which we discussed on our Q4 conference call. While the strike has ended, our projects have not yet resumed. Payment revenues represented 25% of the software and services segment's revenues. The segment's adjusted EBITDA improved 7% to $20.2 million for Q1 2024 from $18.9 million for Q1 2023. Adjusted EBITDA as a percentage of revenues improved to 35.6% for Q1 '24 from 35.4% for Q1 '23, reflecting cost efficiencies gained from an internal realignment within verticals we discussed on the Q4 call. Revenues for our merchant services segment increased 8% to $35.4 million for Q1 '24 from $32.8 million for Q1 '23, reflecting broad-based growth in our ISOISV.

B-to-B and POS channels. Adjusted EBITDA for our merchant services segment increased 14% to $10.7 million for Q1 '24 from $9.4 million for Q1 '23, outpacing revenues. Our revenue yield moved up a few basis points with continued expense control. Balance sheet. Our balance sheet remained strong and well positioned for '24. During January, we repurchased 90.8 million face value of convertible notes utilizing the revolver for a discounted amount of approximately $86.6 million. There are 26.2 million of notes remaining, 19% of the original 138 million issued which addresses a springing maturity clause in our revolving credit agreement. We currently expect to allow the remaining notes remain outstanding until maturity. While we saved roughly 4 million from the repurchase, we will have a similar amount of additional interest expense for fiscal '24 associated with the higher interest rate from the revolver.

As of December 31, borrowings under the revolver, net of cash and pro forma for the repurchases in January approximated $348 million. Our total leverage ratio pro forma for the note repurchase was 3.6 times. The current constraint is five times 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 on our approach to growth and acquisitions. Our estimate for earn-out payments for the remainder of fiscal 2024 is approximately $5 million in the absence of acquisitions. We currently expect to finish fiscal '24 with the leverage ratio around 3 times. We want to be clear on our rationale for the proposed merchant services sale.

Once the sale is completed, we should have very little if any, remaining debt. This will free up even more resources to deploy towards the public sector, education and healthcare verticals. We believe that the remaining public company should trade at a higher EBITDA multiple as a pure play software and services company outlook. Looking forward, our Q1 results gives us confidence in the following guidance for fiscal year '24. It excludes acquisitions that have not yet closed, transaction-related costs, and the potential asset sale discussed on this call. Revenues, $385 million to $400 million, adjusted EBITDA, $109 million to $115 million, depreciation and internally developed software amortization $11 million to $13 million, cash interest expense $26 million to $29 million, pro forma adjusted diluted EPS dollar $1.52 to $1.64.

From a seasonal standpoint, we currently expect the quarters of fiscal year '24 to follow a similar pattern to those of fiscal year '23. Although actual results on this one-time software line can vary significantly, our current expectations for software license sales are $800,000 for Q2, $1 million for Q3, and $3 million for Q4. We currently expect to resume high single-digit organic revenue growth in fiscal '25 as Manitoba gets back to a normal cadence, our opportunities in the utilities market progresses, and the SaaS transition becomes less of a short-term drag. This concludes my comments, Marlise. At this time, we will open the call for Q&A, please.

Operator: [Operator Instructions]. Our first question comes from John Davis from Raymond James.

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