Araxi Limited (AXX) Earnings Call Transcript & Summary

Good afternoon. Thank you for taking the time to be with us today and for your continued interest in and support of the Araxi Group. My name is Aimee McNamara. I'm joined today by Brad Sacks, Araxi's Chief Executive Officer; and Sjoerd Douwenga, Araxi's Chief Financial and Value Enhancement Officer. Together, they will walk through Tuesday's announcement regarding Araxi's intention to acquire a controlling interest in Pay@ and what this transaction means for the group going forward. You will recall in December, Araxi issued a cautionary announcement advising the market that we were in advanced stages of an acquisition. With yesterday's announcement, that cautionary period has now formally come to an end, and we are pleased to be able to share more detail with you today. This is an exciting time for Araxi. Today's discussion is about more than a single transaction. It's about outlining how this acquisition strengthens our platform and what it means for Araxi as a business for our shareholders and for our people as we look ahead. As we move through the presentation, [Operator Instructions]. We will endeavor to get to as many questions as possible in the time we have following the prepared remarks. With that, I hand you over to Brad to take you through the strategic context and highlights of the acquisition. Brad, the screen is yours.

Aimee, thank you very much, and welcome to everybody. This is really an exciting time for the Araxi Group, and we are pleased to be able to share the news and some additional information on the opportunity with you. Aimee did introduce Sjoerd. I would also like to welcome the management team from the Pay@ Group who are on the call with us as well, together with employees of Pay@ who are joining us today as well. We will walk through a little bit of an overview of what the Pay@ Group is. We'll talk about the transaction details themselves. We will describe why we found this to be a compelling opportunity, and then we'll open up for the Q&A, as Aimee indicated. So Pay@ as a name is probably not a household name, but it is a company that I'm sure many of you have used and have had exposure to without even realizing. Have you ever gone to a Pick 'n Pay outlet and paid your DSTV bill? Have you paid a traffic fine at Shoprite? Did you deposit money into an account for a family member? Have you paid an insurance bill by scanning a QR code or even a utility bill by scanning a QR code? Have you been into a PEP store to receive money? In any of these circumstances, if you have -- if you said yes, the infrastructure and technology behind those events is the Pay@ technology. There's also an opportunity to pay your bills through your banking app, whichever bank you operate with, they too have access to the Pay@ technology and you have had an opportunity to use it. Pay@ is an established company. It's been around since 2007. It is probably the largest independent payment processing platform in South Africa today. And last year, it processed over ZAR 60 billion worth of transactions. So this is not a newbie. It's not a company that's just arisen from nowhere. It's been around, grown by a really responsible and competent founder group and management team, and we are delighted to be in a position to make today's presentation. So what Pay@ does, it facilitates the collection and payment of bills on a distributed basis through a network of endpoints and allows all of those monies to be collected and transferred to a biller on a reconciled and fully automated basis. On the right-hand side, you can see a list of some of the billers who have used and take advantage of the Pay@ platform. But what's really critically important here is that this business benefits from network effects. And what I mean by that is the larger the distribution, the more attractive the platform is to billers. The larger the cohort of billers, the more attractive the platform is to endpoint networks. And so this business has benefited from a positive spiral, which is often called the flywheel effect in the technology world, of growth. And it is really tremendous to see that the platform, which started as a simple bill collection and payment business has grown into a set of capabilities that attract retailers, third-party providers of applications. It accepts card payments, cash payments, any type of tender currency. It's available in an online format as well as a physical format. So we think about it as a physical presence and a digital presence. And it is flexible enough to interact with network providers on whatever technology stack they would prefer. And most importantly, when you're dealing with payments, efficacy is important and ultimate receipt of the money is critical to the biller. And it has a 99.995% efficacy rate, which is tremendous and a testament to the quality of the technology that underlies the platform. On this platform, and given the diverse nature and flexibility of the platform, it provides a phenomenal foundation upon which to grow and introduce new products. So you can see on the right-hand side, where it started as a bill payment business. It introduced a QR code. It provides for collection of funds at retail. It has evolved into an e-commerce capability. And most notably for international expansion and also expansion in South Africa, it has a Software-as-a-Service capability around electronic bill presentment and banking-as-a-Service, which you will often see as BaaS. So there are a range of ancillary services and the clients that the business is able to target is primarily enterprises, but has a solution focused on the small and medium businesses as well. And we are thrilled about what the platform foundation and architecture will allow us to do with some of the Araxi technology capabilities that we will talk about in a little bit. So when we think about this platform, the ubiquity of Pay@ across South Africa is unrivaled, and it is almost impossible to replicate this. You can think about the cohort of retailers, over 9,000 locations across the country at large retail outlets, which makes its access really easy to people that are intended to be served by the Pay@ solution set. It has over 150,000 mobile endpoint solutions where there are an opportunity for integration, and you can see the companies who take advantage of the Pay@ solution. And most importantly, Pay@ is already integrated into the apps of many of its clients, making it available on handheld devices already downloaded on to -- on the handsets of their customers. So whether it's Absa, Capitec, FNB, Nedbank, Standard Bank or TymeBank, you can establish that customers who use those apps on their mobile phones have access to the Pay@ capability. So a tremendously broad and diverse group of users and access points, which makes its network almost unrivaled. From our perspective, you can have some of the greatest technology in the world, but you do have to have a financial model that makes sense. And in this instance, Pay@'s model is one that we found particularly attractive. It generates revenue tied to both transaction volume and the transaction value. So on transaction volume, there's a flat fee for each transaction that is concluded. And on transaction value, there's an ad valorem based on the value of the transaction. And so what we have shown here on the left-hand side is the growth in transaction volume and transaction value that Pay@ has experienced over the course of the last 5 years. And you can see in FY '25, which is a February year-end, there was ZAR 60 billion worth of transactions that were concluded through the network. Revenue has grown over this 5-year period at 13%. But in the last 2 years, you can see that, that revenue growth has exploded to 23% and 27%, respectively in the 2 financial years most recently. EBITDA has grown even faster than that. And you can see, although it's grown at 21% over the entire 5-year period, it has grown above 30% in each of the last 2 years. So from our perspective, not only is the technology a compelling proposition, the financial performance of this business is very attractive to us. The team at Pay@ is a very accomplished team, and we are delighted that they will be remaining with us going forward. We have found their approach and their culture to be very similar to the deliberate methodical approach that the Araxi group undertakes. We have been in discussions with them for quite some time and have thoroughly enjoyed our engagements with them. I think that the inclusion of Pay@ within the Araxi Group is not only positive for the Araxi shareholders, I think it presents huge opportunities for the Pay@ management to grow and get exposed to some of the technologies that we have within Araxi. So welcome to each and every one of the Pay@ team to the Araxi family. The technology is not limited to South Africa. And often, when we've looked at fintech opportunities, it's been very geographically focused. It's also been in a much more nascent state of evolution and the prospects of expansion geographically were more of a dream than they were a reality. In this instance, Pay@ already has a presence in Namibia, Zimbabwe and Botswana and Eswatini. And we are very focused on growing that presence with our capabilities and funding as well as the technology that Pay@ brings to the table. So what is the transaction specifically? It was a relatively complicated ownership structure with seven separate shareholders that had an interest in the South African business and an international business based in Mauritius. We have acquired 80% of the shareholding from the international shareholder and four of the minorities. Two of the minority shareholders have elected to remain as shareholders. These are two very successful and well-respected businessmen out of Stellenbosch. They will continue to sit on the Board of Pay@ within the Araxi Group, and we are delighted to have them as fellow shareholders. We are paying ZAR 1 billion for the 80% of the business that we're acquiring. It is going to be funded with ZAR 200 million of cash, which we have on our balance sheet at the end of our last reporting period, we indicated we had about ZAR 300 million. So we'll continue to see -- keep some cash available. We will raise ZAR 800 million in bank debt, which will leave the Araxi group relatively modestly geared given the level of EBITDA that we generate in the business, and I'll share some more information about that with you shortly. The Pay@ division will -- Pay@ will be part of the Payments division and is owned directly by African Resonance, which is the primary Payments business within the Araxi Group. And we think that there are huge opportunities for cross-collaboration between Araxi and our software activities and -- Araxi's software activities and Pay@. And the same is true of Pay@ with our Payments division. This transaction is expected to be accretive in the first year of ownership to our earnings. And overall, we think financially, the transaction is attractive to Araxi shareholders. Additional points to note. I mentioned the two directors of Pay@ who will remain as directors of Pay@ under Araxi's ownership. We're delighted to welcome them to the Araxi family as well. We have had some really great conversations with them and believe they will be additive to the business. The transaction is subject to a number of conditions precedent, including Competition Commission. We have filed our Competition Commission application today already. And so we are well on the way to try and get that done. It will also be subject to an Araxi shareholder vote, and we will be distributing a circular to shareholders detailing the transaction, providing historical financial information, pro forma financial information as soon as we get the JSE sign-off. So what does this look like for the Araxi group? I think this is a very interesting and telling slide. On the top, in the yellow and orange, you can see the contribution of our Software business and our Payments business. From a revenue perspective, Payments historically contributed a little bit north of 50%. In the most recent year, it was 55%. Software representing 45% of our revenue. Going forward, Payments is going to be over-indexed. We are going to represent about 80% (sic) [ 63% ] of our revenue from the Payments area and only 17% (sic) [ 37% ] from Software. And that's subject to Software not regaining the prime momentum that it had where it had previously grown at 25% year-on-year. So we will start to see a more balance between those two areas, but we are going to show a disproportionate amount of our revenue coming from our Payments-related activities. From an EBITDA perspective -- sorry, I misspoke. I was -- I had referred to EBITDA, but I thought it was revenue. So on the right-hand side, those are two EBITDA charts. So 80% of our EBITDA this year has come from Payments. And going forward, it will be close to 90% of our EBITDA will be coming from Payments. We -- the EBITDA margin that we will be able to reflect as a result of this is going to increase to about 31% from 26% in prior years. And our balance sheet is going to be moderately geared at 1.2% -- 1.2x net debt to EBITDA, which we think given the cash flow generation of the business is a very modest level, which gives us capacity to pursue additional acquisitions if we find the need to do that. And as we indicated, we expect this to be positive to EPS and ROE metrics. So financially, a very exciting outcome from this transaction. So why do we find this such a compelling opportunity? We had previously indicated that we have a very strict set of criteria that we use to evaluate our various acquisition opportunities. And in this instance, all of them were checked and surpassed in a material way. This is a scaled business. It has more than demonstrated that there is product market fit. It's ZAR 60 billion of transaction activity is demonstrable of that. The offering is differentiated with the distributed network that it has and all of the endpoints, it's probably unrivaled. It is very complementary to the portfolio of assets that we currently have, taking advantage of both the relationships that we have in the payment sector as well as opportunities that we have within software and our ability to bring our software expertise to accelerate and enhance the Pay@ business. The growth opportunity that we see is also demonstrated by the most recent historical performance, but we believe that it is a good indicator of what we can expect going forward. The business is cash generative, which to us is really important. It's not a start-up that is consuming cash. It has a great management team. It is enterprise focused. So given the nature of the clients that it services, the business talks to enterprises. It's not a consumer-focused initiative that requires lots of marketing and expenditure on customer acquisition. And importantly, we can add value to the business. Taking that all into account, the business, we believe, was very appropriately priced. The multiple that we are paying is a low single-digit multiple and -- sorry, a high single-digit multiple, and we are very pleased with the outcome. So where do we see the opportunities? Financial inclusion is a critical element for South Africa's continued growth and success, and it is an important part of the African Renaissance story. Pay@ addresses that. It's a real and persistent problem. And we think that, that drives to continued growth opportunities. What is critically important for us, and I spoke about this earlier, is that this is an enabling platform. It is not just a specific point solution. The platform allows for increased innovation and growth and expansion into areas of e-commerce, Software-as-a-Service and Banking-as-a-Service. And we think with our expertise and relationships, we will be able to help accelerate that opportunity for growth. The business is also economically resilient. And what do I mean by that? The business generates revenue by a number of factors, which are evident in all areas of economic activity. So we will generate revenue on transaction volume and transaction value. And we think that it becomes a very defensible investment even in difficult economic times. Large enterprise clients with established relationships, the business has in spades that demonstrates that it has an established reputation, something which I believe our Payments business does too, specifically with the same client base, which gives us opportunities to enhance cross-sell products that we believe will be additive to the customers. I mentioned this before that the distribution network that they have, which will benefit from network economics is very difficult to replicate, so defensible and acts as a moat. We will also benefit through regulatory changes and the tailwinds that are supporting new types of payments innovation, which we believe Pay@ is well positioned to be able to capture. We've got the opportunities for regional and international growth, which we intend to pursue and support the management in doing. We -- last, I'm going to talk about the Araxi technology skills, where we believe our software and software development capabilities will enhance what Pay@ has already developed, which we believe to be quite excellent. And the last point, which is worth noting is there is huge amounts of data that arise out of this platform. You would have -- you would recall that within our Synthesis business, we have a division called Intelligent Data. We think that there are opportunities for us to deliver incremental value to our customers through some of those applications. And so we believe that this business for us is very attractive. The technology is great. The management is super. The financial performance of this business is accretive to the Araxi Group, and we are very excited about what the inclusion of Pay@ within the Araxi family portends. And with that, Aimee, I will turn it back to you.

Thank you very much, Brad. We've got a handful of questions here. Simon and Craig from Rezco and Denker Capital, respectively, have put very similar questions in the question box. Are we able to provide a bit more detail on the acceleration in revenue and EBITDA growth? I think specifically with reference to financial year '24 and '25, Brad.

So Sjoerd, do you want to take that, and I will comment afterwards?

Yes. Thanks. I finally get a chance to speak. Brad is so excited about the opportunity. He just [ barged ] through the presentation. So to answer the question, it really relates to a couple of things. It's new pillars, new networks being added. But I think importantly, Brad mentioned it a couple of times in the presentation. It's also the move into more digital channels, so not just retail point-of-sale orientated, but more digital channel acceptance. And that introduces the ad valorem part of pricing in a transaction. So then it does shift from a pure flat transaction fee per transaction into a mix of transaction fee and ad valorem. So that is more profitable. Hence, with that shift and increase in mix into digital, which obviously drove the transaction volumes as well. It's an outperforming impact on the revenue and the EBITDA.

Simon does have a follow-up question with regards to whether any portion of the growth has been attributable to online betting.

So there is an element within the business that does benefit from online betting, and it is a sector that Pay@ does service. And we think that from a performance perspective, it's an interesting area for continued innovation. We do believe that there is a need to be responsible about that. And you will also recall that in the context of Halo, we have a relationship with one of the betting companies that will be using the Halo Dot solution for tap-to-verify and tap-on-own capabilities. And so it is an area that we do participate in and is a growth area for the company.

[ Irwin ] from [ Ford ] poses an interesting question. Are we able to unpack a bit more about what the Software business can bring and how it can help the rest of the Payments business and vice versa?

So we will refrain from doing that in any detail now. We will expand on it a little bit in the circular, and we will also have a teach-in in the months to come where we will explore some of those areas. But however, there is a lot of work that our Software team is doing around digital enablement, around fraud detection. You would have seen the case study where we deployed an AI-based fraud system at Capitec, which has saved them a tremendous amount of money. We will look to do things like that within the Pay@ ecosystem.

Adam has a question around whether the significant debt that the transaction adds to the balance sheet, will this result in a change to the dividend policy?

So we are very fortunate as a company where all of our business units are cash flow positive and cash generative. So we believe -- as is Pay@. And so we believe that we will continue to be in a position to pay dividends. We don't have a set policy, and we have never had a set policy, and we will make a determination at the end of each financial period as to whether and the extent to which we will pay a dividend.

Brad, can we expand a little bit on who the major competitors for Pay@ are?

So I think there are probably there are probably two competitors that are worth noting. One is EasyPay, which is in the Lesaka stable, and they are involved in bill payments, primarily in the public sector is where they are mostly focused, an area where Pay@ has a very low presence and low profile. The other is a company called Walletdoc that was recently acquired by Capitec, where they provided some bill payment capabilities and that will -- I don't know what they are going to do with those capabilities now that they are part of the Capitec family.

Adam wants to know what percentage of Pay@ POS endpoints physical terminals or digital?

Sorry, Aimee, repeat the question?

What percentage of the Pay@ POS endpoints are physical terminals or digital?

So I would say that within the physical environment of retailers, those are physical. Within some of the Kazang and Flash environment, those two are physical. But in the millions of downloads, those are all digital.

Any early indications on the cost and covenants of the ZAR 800 million in debt being raised?

Sjoerd?

Yes. So what we can say is we have terms agreed on the debt. It is very competitive at this point in time. I think given the fact that our balance sheet is ungeared and that this is even post-acquisition, still very modestly from a net debt-to-EBITDA perspective, the covenants should give sufficient headroom to not restrict the business to continue expanding. If need be and certainly not from a continuing operational perspective and cash generation, I think we can expect a fairly significant reduction in net debt to EBITDA over the coming years. From a cost perspective, I won't commit yet, but certainly extremely competitively priced, so well below 9% in cost of debt. It's probably most likely will be a 5-year amort on the debt. So that will be the cash flow repayment profile. And I think very importantly to note that the interest on this acquisition or the interest on the debt raised for this acquisition will be tax deductible, which is quite a meaningful assumption that you need to incorporate.

Sjoerd, perhaps if you could stay on, I think the next question might be for you, too. How much room for margin expansion do you see with the shift in revenue mix?

I think where we are at the moment, if we look at EBITDA margins on a pro forma basis, it's about 40%. So it really depends on the three parts of the business, two being payments, Pay@ and our traditional Payments business as well as Software. So I think, as Brad said, we will have to come back to the market, I think, in terms of some guidance on that. There are some great opportunities that we see internally and how to improve the efficiency within all of the businesses using our internal capability, but also the expansion opportunities that we've identified. So I think we will -- would just say there's definitely room for expansion, but I think it's difficult to commit to what that opportunity will quantify us to.

Okay. And I think our final question, are we able to give some examples of the incremental things that Pay@ has been able to successfully add to their existing rails and relationships with billers and payers.

So there are a number of different initiatives that they have undertaken. I'm going to just go back to one of our prior slides that you can put up or if you have it in your -- available to you, it's Slide 6. They started with a simple QR code or with a barcode for scanning at retailers, but they have evolved into a solution for e-commerce, which they call DigiAPI. There are slimmed-down versions for integrations into billers, which are provided on a Software-as-a-Service basis. We have got a capability to provide some banking services through, again, a Software-as-a-Service basis called Banking-as-a-Service. And those are the additional services that have evolved over time as the Pay@ technology has matured. We think that there are a number of similar initiatives. They have a solution called Pay@ Go and Yap, which are focused on small and medium enterprises, and we will continue to work with them to introduce new solutions that we think are responsive to the market need.

Thanks, Brad. Thanks, Sjoerd.

Okay. Well, Amy, I assume that's the end. So everybody, thank you for joining us. This is an opportunity that we are, no doubtedly, you can see, excited about. We think the financial elements of the transaction are attractive to Araxi and our shareholders, and we think that the service offerings are value enhancing to our customers, many of whom are the same as the Pay@ Group. So we look forward to bringing this transaction to a close and being able to implement it and then report back to you on the actual performance of the business within the Araxi family. So again, welcome to the Araxi family to the Pay@ team. We're excited to have you on board and look forward to seeing you all again when I am next in Stellenbosch. Thank you, everybody.