Neurotech Tecnologia da Informação S.A. (B3SA3) Earnings Call Transcript & Summary

[Interpreted] Good morning, and welcome to the audio conference call of B3 acquisition. [Operator Instructions] As a reminder, this conference is being recorded and broadcasted live via webcast. The replay will be available after the event is concluded. I would now like to turn the conference over to Andre Veiga Milanez, B3's CFO, who will be joined by B3's and Neurotech's administration. Please proceed.

[Interpreted] Thank you. Good morning, everyone, and welcome to our call today. We're very proud and enthusiastic to start another relevant meeting for B3, which is the acquisition of Neurotech. Neurotech is a company that offer platforms with data solution, and it's a reference in the use of artificial intelligence and processes that involve the customer decision-making. Today, we also have here with me, Mr. Gilson Finkelsztain, CEO of B3, and he will talk to us about B3's strategy. We also have the pleasure to have Domingos Monteiro, CEO of Neurotech, who will talk about the company and its solutions. Before turning over to Gilson, I would like to point out that there are conditions that precede the execution of this transaction, including the approvals, among others, by CADE and CVM, which I will address at the closing of today's presentation. I now turn over to Gilson.

[Interpreted] Thank you, Andre. Good morning, everyone, and thank you for attending the conference. So today, we're going to announce this acquisition which is part of our business growth strategy aligned with our core capital market infrastructure business. We're also going to talk about how Neurotech contributes to accelerating and leveraging our share of the growing data and analytics solution market. Since 2018, immediately after the creation of B3, we have made some investments in organic and inorganic expansion. In addition to our core activities, we have advanced in insurance registration, receivables, energy contracts, negotiations, screens, with the acquisition of BLK. And then in 2021, we announced the acquisition of Neoway, a reference company in big data and analytics. Later in the presentation, we will show how the business of Neoway, B3 and Neurotech, complement one another, and we also will show how the joint action of the companies allow to create a differentiated ecosystem of data for the market. We are now in Slide #3 of our presentation. We will talk about the data analytics market in Brazil, which has shown exponential growth in recent years. We believe that the acquisition of Neurotech is essential to position ourselves in this segment. We already have a vast database with great opportunities for monetization in the ecosystem that we're creating, and will now rely on the intelligence of Neurotech. In addition, B3 has an independent position and a strong relationship with the most relevant institutions in the national and international markets to distribute the products of its ecosystem in a scalable way. In addition to being known as a reference in security and infrastructure, we understand that for our clients to be able to have a good data analysis, having an adequate environment for the improvement of existing solutions is very important. Finally, the strategy we defined from the very beginning of our data expansion had 2 fundamental pieces. They are highly complementary, and we chose them by hand, Neoway and Neurotech. The acquisition of Neurotech together with the acquisition of Neoway, contributes to the offer of a more robust portfolio in data solutions and analytical services, and we will see later. Concluding the transaction, we must work intensively on the execution of the strategy, with the realization of the synergies envisioned and the expansion of data business. Now in the next slide, Slide 4, we're going to talk about the acquisition of Neurotech, and with that, B3 further strengthens its position in data and analytics, complementing our offer of data solutions in vertical credit risks and insurance. This is where Neurotech does a wonderful job, and the objective is to leverage the business growth potential with the expansion of product mix and development of combined solutions. We could also offer new products and services to our current customers and to future ones that we may obtain with an increase in penetration in complementary customer bases, and this is something that we have been pursuing. I think that, with the acquisition of Neurotech, we're going to expand our portfolio for industries, benefiting our clients. And as I mentioned, Neurotech has a complementary portfolio which will allow us to improve our activities in product protection, and by means of the expansion of the ecosystem of [ B3 ] products, our clients will have access to high added value offers. We also have a differential approach of covered industries, generating better results for our clients. And then on Slide #5, we're going to get into the details of this opportunity, and we will see this slide later on. But I would like to highlight that this slide is -- represents the way we've seen this, and I'd like to illustrate the monetization strategy of our business and our analytical data businesses. So starting with the layer above on Slide 5, the segments in which B3 already operates as infrastructure, such as capital markets, financing and insurance, act as content generators of data and information, which can be organized and used as inputs for database solutions. By treating our database with best governance and privacy practices, including NAL and Neurotech as partners, they need to be treated in this database with the best governance and privacy practices, which is very important for us to conclude our businesses, and create diversified solutions to our clients across the different verticals, and I will describe them below in terms of the verticals. So all these verticals, including for prevention and credit management, are examples of where we'd want to operate, and with these solutions, we may, in the future, monetize this data, monetize these solutions by treating the data we have, and the acquisition of Neurotech will let us expand our operations, so we can grow in these different segments, which will be described later on. We'll give you a spoiler. We will have on our trade day that -- in December, right. It's the 12th -- December 12th. That's when we want to give examples. To put you in -- give you some context of how we want to monetize these verticals, we'll give you examples of products that will make that business view concrete. I'll now give the floor, and also introduce Domingos, the CEO and Founder of Neurotech. This morning, we were celebrating this acquisition. This was a long road, right, a long journey. It's so satisfying to reach this point with such amazing story in all these months. It took a while, but it was a great journey. And B3, when we identified these assets, including Neurotech, we persevered in seeking these assets. These are -- they haven't started today, right? These are mature companies with a reputable story and also a lot of experience. So I'll give the floor to Domingos for him to tell us about the company and the market it operates in. Thank you.

[Interpreted] Thank you. Good morning, everyone. This was really a long journey, but like with every long journey, we learn a lot and get stronger. We are very happy to have this announcement today. This is totally aligned with Neurotech's purpose, which is to connect data with intelligence for a more predictable future. Together with B3 in this ecosystem, we see a more promising horizon to execute this purpose, helping this data and AI market in Brazil to have solutions that are still more innovative with a great impact on people's lives and companies' lives. So the greatest impact of our solution is really for the end users, consumers. On Slide 7, we will be telling you the story of Neurotech. It was founded in 2002. We have over 20 years’ experience in data analytics with decision platforms that analyze an extensive range of public and private data. We work in dozens of millions of analysis every day, and through the solution, we provide the best insights for business purposes using AI. Now, Neurotech's structure includes over 320 highly specialized employees. This team has Masters and PhDs, people who did post graduate studies, and these people contribute to strengthening our solutions which are provided over 150 clients throughout Brazil. I'd like to highlight one of the points that make Neurotech stand out, and this is that our solutions generate major impacts to our clients, and that means a high degree of retention, which is different from what we see on the market. Our -- the rate is -- – has -- it was below 2.4% of churn rate. And this, of course, is aligned with our growth history of 29% and a CAGR of [ 19.22% ] in revenue, and 33% in EBITDA, in the same period. So at the end of 2023, we're expecting to have a net revenue of between BRL 120 million to BRL 150 million with an EBITDA margin of 26%. On Slide 8, we see Neurotech's products now. We have developed 2 major platforms that transform data into better business decisions that are relevant to our clients, that's Riskpack at Neurolake. So with these 2 platforms, we developed customized products, which we call Killer Apps, and we will be giving you further details. These are specific solutions to meet the challenges of our customers, and they're highly scalable. This is like a decision engine centralizing sources -- multiple different sources and automated decisions. So this is Riskpack. So we have this platform for decision-making. Then Neurolake -- because it makes it easier for the application of cost-effective and scalable machine learning as a service. This kind of solution, which again -- cost effective and scalable. So billions of signals are captured from public sources, and our clients have access to them to make better decisions. So with these 2 platforms, and with Neurotech's history, we developed this knowhow that it's important to provide these very complete solutions, including energy sector, finance sector, insurance, retailers, different applications. In fact, including fraud prevention scores, anticipating fact risk, insurance pricing, customer acquisition among others, and we can give you more details on other slides. So we can use Neurotech solutions and assets to many different steps in the life cycle of our clients. And finally, the cycle that you see on the top right corner, this is what we call a virtual circle which supports our competitive advantage. It -- cycle starts with a history of many years of data construction that is very well structured, and this, of course, attracts clients and attracts increasingly more data, more partners. So with -- by collecting this data, at the end of the day, we can generate quantifiable results, and this is crucial. This is what we can do -- how we impact our clients' businesses. Now on Slide 9, we will give you 3 examples that will show the applications, the solutions that we saw previously. These solutions are based on automated regressions and artificial intelligence regressions that can be applied to different situations in the industry, for example, credit, retail, e-commerce and insurance. Let's take a look at credit. That's the first case we have. So in credit, our solution has direct impact on the profitability of our customers' portfolio, their credit portfolio. This solution in the credit granting process, it has improved KS, the performance indicator. That's 5%. This is used to predict default and there was a reduction of 10% in the loss of the credit portfolio, and that was a very significant number. The second example is e-commerce solutions for the digital world. So we applied in commercial operations. In this case, the result was a higher performance operation. We increased 60%, the earnings of this portfolio. So we increased 32% the conversion rate and doubled the average ticket. So many of our clients that were doing e-commerce, they increased their conversion rate to 32% and doubled the average ticket. And now on the insurance, we analyze the risk, and this is used by many insurers in Brazil. We add value by trying to reduce the loss ratio and helping get better insurance pricing, especially for a car or a vehicle insurance. The idea is to use theft, robbery, so we can improve the loss ratio that was reduced by 2 percentage points, and that's a very significant result for this sector, this decrease in 2 percentage points in the loss ratio. So these applications that we've just mentioned, among others, they show how the combination of B2 -- B3's unique data and Neurotech's algorithms will really give competitive edge. This is just the tip of the iceberg. Now on Slide 10, let's give you more details about the example on credit. When you look at this slide, you can see that we have a combination of 3 Neurotech solutions that are at the core -- at the center of this slide. So we have limited data. So Neurotech enriches analysis using our data lake with over 940 data sources, both public and private, and this is processed by our decision engine, Riskpack, and this indicates who should get credit and who shouldn't have been granted credit. And this exchange of credit with Neurotech solutions lead to a more profitable portfolio. We should also highlight that Neurotech's solution is easy to measure, and that justifies this high retention rate that we mentioned -- that I mentioned earlier. That's why we can keep clients for longer because we can show the impact of our solutions, the great impact. And the example that we gave, this solution has almost 100 customers throughout Brazil with an average ticket -- monthly average ticket of BRL 44,000. Our last slide, Slide 11 is maybe the most exciting. It shows that our consumer journey -- it shows our consumer journey, and we show many possibilities for Neurotech solutions to be used in. So it can be -- our product [ offering ] can be applied to many stages of the value chain of our customers' journeys. It helps conquer prospects in credit insurance, sales and marketing through -- as we mentioned, and also the activation, loyalty, customer profitability, and even later phases like retention, credit recovery of delinquent cases. So we have many possibilities. Now, Gilson, you have the floor again.

[Interpreted] Thank you, Domingos. We will now move on to Slide 12, and this is about synergies with our current operation in particular. So Neurotech solutions represent a high degree of complementarity. It's -- they're highly complementary to what we already offer through Neoway's platform. So the credit engine and score engine that Neurotech has, will let us explore the credit management market, and including -- and this is one of the verticals with the greatest market potential in this sector, and it's not currently significant. It's not Neoway's operations focus currently. Now pricing and risk assessment solutions in insurance offered by Neurotech, as Domingos mentioned, that will reduce -- loss ratio will contribute to expanding our activities in risk and compliance, and this is an area in which we also have Neoway working strongly, not only in insurance. Another lever to be explored is fraud prevention, so we can combine Neoway data with Neurotech's algorithms. And the idea is to offer automated solutions for fraud prevention and identification in these industries where we have a high market demand for reducing losses and fraud. In this slide, we're going to talk a lot about these verticals, whose objective, as I mentioned before, is to increasingly more -- make the business lines that we intend to monetize, more [ tangible ] for our clients in terms of analytical data solutions. And now moving on to Slide 13. I think that the addition of Neurotech to our business represents another step for B3 towards the creation of a robust data ecosystem with the data and data solution. And we hope to be ready to explore the operations potential with the creation of B3 through intelligence, technology and market positioning that Neurotech and Neoway have developed throughout their vast experiences. The acquisition of Neurotech begins to give a little bit more color and robustness to our data expansion strategy. As we can see, we are bringing to the B3 ecosystem, complementary businesses with joint activities we can offer. Even though with independent operations, we can work our synergies together, offering integrated and differentiated solutions for the market. Currently, B3 has an extensive database, analytical modeling capacity, strong relationship with the largest customers in the market, solid governance and robust infrastructure. The acquisition of Neoway brought dedicated commercial strength, data robustness and smaller time to market to the B3. With that, we can contribute to the ecosystem with a mature platform of proven quality, unique research tools. And today, with the acquisition of Neurotech, B3 will incorporate the decision engine developed and refined by Neurotech, which includes credit, insurance, collection, fraud and marketing being based on artificial intelligence, as we described in the previous slides. In the next slide, Slide 14, exploring the arrival of Neurotech to the B3 data ecosystem. We see clear opportunities for growth levers to be explored. Number one, by having an extensive public and private database with a 10-year history, Neurotech accelerates B3's time to market to differentiate itself, and offer automated analytics solution for decision-making processes, especially in credit and insurance and fraud. Number two, after the acquisition, B3 will be able to enhance the monetization of its extensive database, creating new products and services, and thus contributing to the diversification of our current revenue. Number three -- point 3. We also have the possibility to expand the customer base and offer complementary solutions between Neurotech, Neoway and B3, which will increase the capillarity and distribution of analytical products and services of our ecosystem as a whole. Point 4, the acquisitions of Neurotech and Neoway are complementary, and help us accelerate and grow our data product mix, upsell and cross-sell, access new customers and segments, and increase our analytical intelligence, creating an even stronger data analytics ecosystem. And number five, the business combination allows and requires B3 to create a differentiated platform model that allow us to deliver high value -- I'm sorry, analytical solutions to our customers, using the distribution platforms of companies with all data connected and organized, seeking efficiencies so that the data continues in the same environment and we can monetize these solutions. I now turn over to Andre. He will explain key points of the transaction structure and the next steps for us to effectively conclude the acquisition in the upcoming months.

[Interpreted] Thank you. Just to conclude here. On Slide 15, we will purchase 100% of Neurotech capital. We'll pay BRL 620 million with the acquisition value of BRL 569 million and another BRL 15 million of contribution to the company's share capital to share indemnity obligations related to the termination of Neurotech's stock options program. In addition to this payment, we are committed to the payment of earn-out installments estimated at BRL 523 million at present value, depending on certain business performance metrics which are subject to the fulfillment of certain metrics. So we have signed the contract. One of the first steps will be the invitation of a general assembly of shareholders so that we can analyze these transactions. And we also intend to send the invitation in the near future, probably still in December, and then we'll have to obtain the regulatory approvals, including CADE and CVM, and this process will also start in the near future. After we have concluded all of these steps, we will be able to conclude our transaction. So this is what I wanted to say, and I would now like to open the conference so that we can answer eventful questions that you may have.

[Interpreted] [Operator Instructions] Our first question comes from Ian White, Autonomous Research.

Just a few questions from my side, please. First of all could you say a little bit more about the terms around the earn-out? I wondered if there are any targets you could share with us? And just explain whether there are any caps or floors around the payment that will be made there? And secondly, could you just say a little bit about the technology, and specifically what work needs to be done to integrate these 3 businesses? Or do you expect to run them kind of substantially separately? Just a bit more detail around that, please? And thirdly, maybe can you just, again, speak a little bit more about the importance of the proprietary data angle here? How much what Neurotech delivers is substantially dependent upon what is effectively proprietary data that a competitor would struggle to replicate versus how much is based on publicly available information, please?

[Interpreted] So we have that difficulty to integrate Neurotech's technological solution. So how can we want to do this. We will keep Neurotech's business separate and independence-- independent in terms of business management and technology. There's no intention of integrating this business using Neurotech's technology and B3's technology. Our goal over time is to seek synergy for all companies, B3, Neurotech and Neoway, having product cross-selling, for instance. That's one possibility. So, this is helping improve our current products that are available by -- made available by Neurotech technology. The third question is about Neurotech's bases with public and proprietary data and how much Neurotech will keep its competitive edge based on these bases. So Neurotech has captured public data, and its solutions process this data over 20 years -- has been processing data for over 20 years. Currently, Neurotech helps its clients in different sectors to make decisions. It's about billion decisions a day -- a year. So it creates a database on these operations and transaction and metadata on these transactions and operations, and that generates cutting-edge competitive advantage for Neurotech. In addition, we can -- in addition to collecting public data, we also have a data intelligence team dedicated to transforming, converting these raw data, public data into special data that are used for decision-making in this, because Neurotech is close to its clients. As a result, we understand the value of each data -- piece of data that Neurotech makes -- or for specific reasons in particular segments. So you can build infrastructure -- and a monetizing infrastructure, how much the value of data. Now the second part is about more details in the earn-out structure. What we have in earned out are payment that is made in 3 to 5 years, based on growing revenue -- reaching revenue targets and keeping our business profitable.

[Operator Instructions] We have received a question by [indiscernible], XP.

[Interpreted] I'm going to repeat his question. You've given examples in the credit segment. The first question is about, what type of client signs are the solution of Neurotech? Are they fintechs?

[Interpreted] So let's answer this first one. Neurotech, in its credit solution portfolio, has -- includes 100,000s of financial institutions that are small and mid-size. And also, we have one -- over 100 retailers who offer sales using credit. And so, we're talking about banks, retailers who have credit to leverage their sales, and they are medium and large sized.

[Interpreted] And so are there any pilots for the use of Neurotech solution in the asset segment listed by the company thinking about [ EPV ]?

[Interpreted] No. Right now, we do not have any pilots for this type of use of Neurotech's activities.

[Interpreted] [Operator Instructions] We have now finished the Q&A session. I'd now like to turn it over to B3 and Neurotech for their final remarks.

[Interpreted] I'd just like to thank everyone for attending this conference. We will be able to talk about this acquisition later on and how it fits our data strategy. So B3 invites everyone to participate in our conference on December 12, on our new facilities in Sao Paulo's City Center. We're really happy about this acquisition. As Gilson said, this was an asset we had carefully chosen, that it was a long journey, but we are really happy to be here today communicating this fact to you. So thank you again for your support, the investors and market analyst community. And tomorrow, we can discuss our third quarter earnings. Thank you. Thank you, see you tomorrow. See you.

[Interpreted] B3 conference call is now closed. Thank you, everyone, for participating. Have a great day. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]