PEXA Group Limited (PXA) Earnings Call Transcript & Summary

Thank you for standing by, and welcome to the PEXA Half Year Results Announcement Call. [Operator Instructions] I would now like to hand the conference over to Mr. Glenn King, Group Managing Director and CEO. Please go ahead.

Thank you. Good morning. I'm Glenn King, and I'm PEXA's Group Managing Director and Chief Executive Officer. And with me this morning is, our Chief Financial and Growth Officer, Scott Butterworth. Thank you for joining us for PEXA's half year results for the 2024 financial year. On Slide 1, please note outlines important notices and disclaimer information. Before I begin, in the spirit of reconciliation, I'd also like to acknowledge the traditional custodians of country throughout Australia and their connections to land, sea and community. We pay our respect to their elders, past and present, and extend that respect to all Aboriginal and Torres Strait Islander peoples today. Turning to Slide 3. Today's briefing will begin with an overview of PEXA's financial performance over the last half. And then I'll provide a brief update on progress against our FY '24 strategic priorities. Scott will then walk you through the performance and financial results in detail. And I'll wrap up with a perspective on the outlook for H2, and then we'll open for questions. Turning to Slide 4. It's been a strong PEXA first half financial performance with a focus on delivery and efficiencies. The PEXA Group revenue for the half increased 16% to $163 million compared to the prior corresponding period. The PEXA Group operating EBITDA increased by 12% to $59 million, driven by the strength of the PEXA Exchange, which produced an operating margin of 55%, up 3 percentage points. And at a Group level, our operating margin has remained above target at 36%. Our NPATA was $15 million, and we believe this measure is a more realistic view of our underlying earnings as it strips out historical acquired amortization. Turning to Slide 5. This slide covers several key points for the half. For example, the PEXA Exchange business continues to perform strongly in terms of market position and financial performance as evidenced by our first half operating EBITDA of $83 million and a 55% margin. The PEXA Digital Growth business is on track for an operating EBITDA breakeven for the month of June, with productivity improvement and growth in products per customer. And the PEXA U.K. business now has what it needs to scale with a significant distribution leverage covering sizable U.K. market share of lenders and conveyances through the Smoove and Optima Legal acquisitions and we continue to make progress with 2 top 10 banks verbally committed to the PEXA platform and they are working with us. We will provide a further U.K. market update in the last quarter of FY '24. And finally, PEXA is well placed to execute upon its strategic objectives and our FY '24 guidance is reaffirmed. There will be a steady increase in productivity including through AI and we have no current expectation for material acquisitions. Turning to Slide 6. This slide provides an overview of our business strategy objectives and our candid assessment of our progress to-date. For example, you'll see on the slide our assessment that we would have expected more progress with Value Australia to date. So whilst we are making good progress across the Group, there is more to do. I will now provide more detail on each business unit in the following slides. Turning to Slide 7. The PEXA Exchange business maintained and strengthened its leading platform position. Let me touch on a couple of points referenced on the slide as evidenced. Firstly, the PEXA Exchange plays a critical role in almost 90% of all property transactions undertaken in Australia. And we plan to grow the possible transaction coverage with the launch of the Western Australia Duty Hub and the rollout of e-conveyancing in Tasmania during '24-'25. Secondly, our market strength is evidenced by our obsessive focus on the customer experience, as shown by a 93% customer satisfaction score. Our customer performance is supported by our PEXA Exchange API integration to enable automation and better customer outcomes. As an example, one major customer has integrated with more than 20 of our PEXA APIs to improve customer experience. And the last point I would like to make on this slide is the designation of the PEXA Exchange by the Department of Home Affairs as Critical Infrastructure. This highlights the importance and leadership of PEXA to the Australian property sector. Turning to Slide 8. Our PEXA Digital Growth business is building revenue and strengthening customer relationships. For example, the strengthening of our customer relationships is illustrated on this slide through the take-up of PEXA services such as PEXA Planner, Tracker, and Allocations. These services continue to be adopted by our bank customers. Another example is the customer product growth is through our partnership with SendFX, where over 600 of our practitioner customers are now registered with this new FX service. And the growth of our digital revenue is demonstrated by the commercialization of the Value Australia service through its first automated valuation Tier 1 bank customer that is now signed on an initial 5-year revenue deal. So across the entire PEXA Digital Growth business, we are seeing better customer, financial and productivity outcomes. Turning to Slide 9. We believe we are well placed to scale PEXA in the U.K., and we are making good progress against our U.K. priorities. We remain confident that the U.K. is an attractive market to PEXA due to the financials, our unique offer, the market size and the needs of stakeholders. Let me touch on a couple of points as referenced on the slide. Firstly, our PEXA platform is established and it is unique and is performing well and we have had several FIs complete testing with PEXA Pay, including 2 of the top 10 lenders. Note, those that have PEXA Pay tested represent approximately 20% of the U.K. mortgage flow and as Joe Pepper, our U.K. CEO said last November at the Capital Markets Day, we now have verbal agreement from 2 of the top 10 lenders to use the PEXA technology to deliver the 24- to 48-hour remortgage product by the middle of calendar year '24, subject to their own technology roadmaps. The delivery remains our expectation. Please note though, whilst I'd like to name those 2 top lenders, at this stage I am unable to elaborate further. Secondly, the strength of our technology and PEXA U.K. platform progress is also demonstrated by Shawbrook Bank's successful completion of a market leading remortgage transaction in 36 hours, and the PEXA platform delivery remains on track with our U.K. Sale and Purchase build currently underway. Thirdly, the acquisition of Optima Legal and Smoove -- through the acquisition of Optima Legal and Smoove, we now can leverage distribution scale in terms of FI and conveyancing customers and the mortgage processing flow. And during the half, we continued the integration of Optima Legal into the PEXA Group, generating efficiencies and working toward the conversion of the customer base into the PEXA tech. Turning to Slide 10. This slide further illustrates what I've said in the prior slide. The U.K. distribution capability we have acquired enables us to meaningfully leverage our market position and customer relationships. The combined PEXA, Optima Legal and Smoove business deals with banks that represent approximately 71% share of the lending market, while Smoove brings proven distribution and access to conveyances. A focus for us is the improvement in the Optima Legal and Smoove financial performance throughout the next 12 to 18 months. This of course is subject to market conditions. We also expect in the forward estimates that our CapEx will reduce. Importantly, Joe Pepper and the U.K. team have made a good start in bringing our U.K. businesses together, strengthening customer relationships, productivity improvements and execution and our expectation is for our U.K. business to demonstrate continued positive momentum. Now turning to Slide 11 before I hand over to Scott, I want to highlight our focus on building a sustainable business. This slide illustrates examples of progress for the first half of the year. This includes our continued investment in our people through partnerships with leading institutions such as Victoria University, Grattan Institute and Melbourne Business School; and our focus on productivity, capital management and ESG. With that, I'll hand over to Scott to walk through the financial details, starting at Slide 12.

Thank you, Glenn, and thanks to all of you who are joining us today for your interest in our company, it is very much appreciated. Before going through the details of our financial performance, I would like to provide some introductory remarks. First, as you know, we have acquired several businesses over the past few halves in Australia and the U.K. To assist with understanding our relative performance over time, I will generally be speaking to a pro forma view of our business. This pro forma view assumes that we owned ID, Land Insight and Optima Legal for the whole of first half '23 and second half '23. Second, given the Group's growth, we have provided additional disclosures about our various businesses and other matters such as interest income and amortization. Much of this material can be found in the appendices to this presentation. I'll turn now to Slide 13, which summarizes the operating results for the Group on a pro forma basis. Key points to note are as follows. Our group operating EBITDA margin was 36%, above our guidance range of 35%. Operating EBITDA increased by 10% on first half '23, and 27% on second half '23. This was underpinned by a 7% revenue increase over pro forma first half '23 and a 14% increase in revenue over pro forma second half '23. The revenue print of $163 million was a function of strong Exchange revenue growth, supported by an end-on-end increase in Digital Growth revenues offset by lower international revenues. Expenses were well controlled on a PCP basis, reflecting the results of our productivity programs. There was an uptick in expenses relative to second half '23, this mainly reflected the impact of unwinding some one-off benefits that occurred in second half '23 and capability investments made in first half '24. We have pulled back the rate of growth in CapEx, which was $34 million in the half compared to $35 million in second half '23, and $33 million in first half '23. I'll now turn to Slide 14. This slide deals with 4 items which impact NPATA and our statutory profits. First, you can see that we incurred $15.4 million of specified items in pretax terms, translating to a post-tax impact of $15 million. Specified items are those which are notable by reason of their size, nonrecurring or nonoperating nature. The increase in these items relative to previous halves relates to the cost of acquiring Smoove, our restructuring program and the cost of integrating Optima Legal. Second, our amortization charge increased by $7 million relative to PCP. This was primarily due to the amortization of new assets developed for the Exchange and international. Third, you will see that our first half '24 net interest charge was only $2.6 million. This was lower than in the previous 2 halves despite the increase in our indebtedness during first half '24. This was because of the favorable dynamics associated with our third-party monies accounts, which I will discuss later in this presentation. Lastly, you will see that whilst our income tax charge was lower than in the second half '23, our effective tax rate remains high. This is primarily due to nontax-deductible items such as certain M&A and share-based payment expenses that were incurred in the half in Australia. You may be wondering about the likely extent of these items in second half '24. Our current views are set out on Slide 15. Specified items are estimated as being in the range of $11 million to $14 million, reflecting further restructuring expenses, earn-out costs and the impact of equity accounting for investments in our associates. Net interest expense is expected to be between $3.5 million and $4.5 million, a small increase on the sum incurred in first half '24. This is mainly due to the full period impact of the loans drawn down over the first half. Amortization is expected to be $45 million to $47 million, reflecting a full period of owning Smoove as well as the amortization associated with the projects going live during the half. Lastly, we are expecting a tax charge of between $3 million and $8 million. The range is driven by the level of nondeductible items that we may incur in the half, the split in business mix between the U.K. and Australia and the treatment of carryforward tax losses in some parts of our business. I will now go into the performance of each business in a little more detail, starting with the Australian Exchange business. I'll turn now to Slide 16, which provides important market context for the Australian Exchange. As the left-hand panel shows, overall first half '24 volumes have recovered towards those experienced in first half '23. Additionally, as depicted in the right-hand panel, product mix has worked in our favor over the half, with a shift towards more profitable transfer products relative to refi products. However, turning now to Slide 17. Our view is that we need to remain cautious in our expectations for the property market. As you can see from the slide, the low point for transfers, our most profitable Exchange product was in third quarter '23 in all PEXA jurisdictions. However, whilst national transfer activity has recovered from these levels, it has not yet reached the previous peaks experienced in early fiscal 2022. In fact, in Victoria and New South Wales ACT, transfer volumes remained below the earlier peaks by around 9% and 7%, respectively. I'll turn now to Slide 18, which sets out the economic performance of the Exchange in the market context I've described. Several key points emerge from this slide. As you can see, the operating EBITDA margin for this business improved sharply relative to first half '23 and second half '23 to reach 55.4%, just above our guidance range of 50% to 55%. The strong revenue growth experienced in the half was the major driver of the improved margin. This was primarily driven by the CPI-linked price increase, which took effect from 1 July of last year. Additionally, as I have just touched upon, volume and mix factors provided a tailwind during the half. We also supported our margin improvement by limiting PCP operating cost growth to 2% relative to our observed cost inflation of 4% to 5%. However, expenses did tick up sharply compared to second half '23. This was largely driven by the unwind of certain one-off benefits achieved in second half '23 and first half '24 investments we have made in areas such as additional data and governance capabilities. You will see that CapEx was $19 million during the half, driven by regulatory and resilient spend and business investments such as interconnectivity with key customers. Overall, the rate of growth in CapEx has slowed relative to second half '23, with the CapEx to revenue ratio falling by around 3 percentage points. I'll turn next to a discussion of Digital Growth, starting with the market context for this business as described on Slide 19. The information on this slide has been provided on a pro forma basis to provide a like-for-like understanding of our performance over time. The bottom right panel shows that we have 3 types of Digital Growth products: Subscriptions, which form the largest part of our revenues; Transactions, where we get paid a fee per transaction; and Projects, where we get paid a one-off fee for consulting-like services. Projects are often a precursor to ongoing subscription fees. In each case, our business starts with building a pipeline of opportunities. As you can see from the top left panel, there has been a solid growth in new opportunities in ID, which forms the biggest part of Digital Growth with the average second quarter '24 pipeline being 73% larger than in second quarter '23. This reflects product and capability investments we have made since acquiring the business at the start of second quarter '23. We then need to convert the proposals into new business. As you can see from the top right-hand panel, we are seeing improved win rates during first half '24 compared to those experienced in first half '23, due to improved products and service. This means we have had a good step-up in new business sales as shown in the bottom left of this chart. Further, compared to first half '23, a greater proportion of these sales relate to new subscriptions, which, together with a reduced churn rate in ID has meant that subscriptions formed 74% of first half '24 revenues, compared to 63% in second half '23. I will now turn to Slide 20, which shows how Digital Growth has performed in the context of these dynamics. Overall, we are pleased with the business' progress, albeit we recognize there is more to do. There are 2 important points to note. First, revenue increased by 7% on a pro forma basis relative to first half '23, reflecting the improved pipelines and win rates described earlier, and despite around $600,000 of product and accounting headwinds as set out in the appendix in Slide 51. You'll see that revenue did decline relative to second half '23 pro forma. This was due to relatively lower carryforward subscriptions as we exited second half '23, the headwinds associated with pausing a lower-margin legacy product, and the unwind of a large one-off fee received in second half '23. Overall, we believe that we now have a rebased high-quality revenue stream as we head in the second half '24. Second, operating expenses fell sharply during the period. This was largely driven by taking overheads out of the business, removing duplication and reducing property bureau costs as we exit the build and deploy stage for this asset. We've also been able to better leverage group-wide investments in capabilities such as OneData and Snowflake. These actions have narrowed the operating loss for Digital Growth to about $6 million over the half. However, there has been a small increase in CapEx versus PCP. This largely reflects Value Australia development, partially offset by lower spend on our workflow type products. Looking forward into the second half, we generally expect stronger revenues in H2 versus H1 for ID, reflecting the buying cycle of many of its local government clients. We also expect promising progress for land insight and Value Australia as they build and convert their sales pipelines. It is also our belief that further efficiencies can be extracted from the business. On this basis, our forecast indicate that we remain on track for Digital Growth to reach breakeven by June at the operating EBITDA level. I'll now turn to our International operations, starting with a review of market conditions on Slide 21. As you know, the U.K. experienced recessionary conditions in the second half of calendar '23. This was reflected in market volumes for both remortgages and sale and purchase transactions, both of which are below recent trend levels. Additionally, whilst difficult to estimate with precision, there also appears to have been increased use of cash back remortgage offers relative to the fees-assisted remortgages of the type processed by Optima Legal. Another important factor impacting our international business is the status of our financial institution sales pipeline for PEXA Exchange. We have depicted this pipeline on Slide 22. We have 15 non-Optima customers and 10 Optima customers in the sales pipeline, with the Optima customers more heavily weighted to midsized and larger institutions. We have had technical and discovery workshops with 12 of them. Additionally, 11 institutions covering about 20% of U.K. mortgage flows have tested the PEXA Pay proposition with the Bank of England. Our transaction banking partner, Clear Bank, has also tested PEXA Pay. We are also in varying stages of negotiations and working with 8 institutions regarding the use of the PEXA platform, with a current heavy focus on dealing with the 2 institutions that Glenn referred to earlier. I will now turn to the performance of International as set out on Slide 23. Again, to assist in making a like-for-like comparison, I'm presenting this information on a pro forma basis, assuming we owned Optima Legal for all first half '23. We have not made a pro forma adjustment for the effect of Smoove given that we only owned it for approximately 2 weeks in first half '24. Excluding Smoove, as you can see, international revenues fell due to lower Optima Legal outcomes. Around $3 million of the revenue decline from first half '23 pro forma to first half '24 was due to market volume and mix factors. An additional $3 million to $4 million of revenue was lost over the same period due to a decline in Optima's market share. We believe much of this was due to the Capita technology incident at the end of third quarter '23. However, these impacts were partially offset by favorable fee movements and interest earnings on trust account balances. Pleasingly, as we left the half, Optima's instruction volumes began to increase. From an expense point of view, Optima Legal's operating costs were flat relative to PCP. However, we did incur OpEx relating to the integration of the business and its migration from the capital environment. We also incurred additional costs relating to the development of our platform. Some of these cost pressures were marginally offset by the staff reduction actions we executed at the end of the period. CapEx was down relative to PCP, but up sequentially, reflecting a change in expenditure mix away from the development of the remo platform towards Optima Legal integration spend and the commencement of work on our sales and purchase product. As a result, operating cash outflows, defined as the addition of CapEx and operating EBITDA for International was about $30 million. This included Smoove revenues of $0.5 million, and Smoove's operating EBITDA loss of $300,000. Whilst higher than in first half '23 and second half '23, the rate of growth in operating cash outflow has slowed. I'll speak in a few moments about our views on the appropriate forward trajectory of this metric. Smoove will be an important part of our mix as we move into second half '24. And Slide 24 summarizes its recent trading performance. As you can see from the left-hand panel, Smoove's operating losses have narrowed since the first half '23, mainly due to lower labor costs. The integration of Smoove has now started as set out in the right-hand panel of the slide. We aim to substantially complete this by the end of FY '25. We are also working to reduce losses in the Smoove business, which should also benefit from improved volumes and revenues as the U.K. economy lifts. As Glenn has stated, Joe Pepper will be in Australia in fourth quarter '24 to provide an update on these and other U.K. related matters. I'll now turn to various aspects of our financial settings, starting with Slide 25. This slide shows important drivers of our cash management over the half. As shown in the left-hand panel, our closing cash balance was $73 million, reflecting the cash provided by the Exchange business and borrowings in the period, offset by the cost of funding Digital Growth and International and the acquisition of Smoove. Cash generation after net financing cost and CapEx was around $15 million, broadly flat against the results in first half '23. This was equivalent to a free cash flow conversion outcome of just over 31%, 2.3 percentage points down on the resulting first half '23, largely due to higher CapEx and a lower working capital benefit in first half '24. The parameters shaping our Group balance sheet settings are set, laid out on Slide 26. Importantly, as shown in the right-hand panel, whilst our average debt in the period was $334 million, this was exceeded by the value of PEXA's own cash balances and the value of Third-Party Moneys. From an own cash point of view, we benefited during the half from the interest received on funds drawn down from our lenders prior to the acquisition of Smoove. A favorable tailwind was also provided by earnings on Third-Party Moneys. This is cash belonging to customers deposited into PEXA administered accounts to facilitate settlement and disbursement activities. As such, these balances will fluctuate with the volume of settlements and the average purchase price associated with them. We do not charge a fee for providing this service, which helps practitioners minimize the cost of running their own trust accounts. However, in return, we are entitled to receive the interest generated by these funds. We earn a floating rate on this account, which was materially higher in first half '23 and second half '23, and was -- as was the average balance of the account, which stood at approximately $290 million for the half. In effect, these Third-Party Moneys accounts provide a sizable partial hedge to the floating rate interest expense exposure that we have in respect of our bank debt. This provides important context for understanding our financing ratios, which are set out on Slide 27. The top row of the chart provides our net debt to operating EBITDA and time to interest cover ratios without taking account of the earnings from our various cash balances. More relevantly, and in line with the way our bankers judge us, we have taken those receipts into account and calculating the ratio as set out in the bottom row of this chart. As you can see on this basis, our net debt to operating EBITDA ratio for first half '24 is 2.5x, which is 0.1 turns higher than in second half '23. Additionally, our times interest cover ratio on this basis was 17.2x, 2.2 turns better than was the case in second half '23. I now want to conclude this review by touching on 2 Group-wide matters, productivity and capital management that formed part of our performance management in the half. I'll turn now to Slide 28, which describes our Productivity Enhancement Program, or PEP. There are 2 key points to note with this slide. First, we have completed the productivity actions that we foreshadowed at our November Strategy Day, and these will provide cash that is OpEx plus CapEx savings of $4 million per half as we head into second half '24. Second, we believe that we have additional opportunities to sensibly manage our cost base, these include strategic sourcing, leveraging automation and continuous everyday process improvement. Collectively, we are targeting further productivity actions in second half '24 with an exit run rate benefit of $3 million to $4 million per half as we leave second half '24. The other Group-wide issue that I want to touch upon is contained in Slide 29. This depicts the capital management framework we are increasingly using to guide resource allocation to create value for our owners. The framework considers the margins in our business, the level of business sustaining and growth investments we make and the maintenance of sound balance sheet settings. At present, we expect to use any surplus funds generated by this approach to reduce our net indebtedness. You can see that we have set out the capital management targets ex-Smoove that we are working to over the course of FY '24. Many of these targets have already been shared with you. However, I would draw your attention to the 10% to 15% CapEx to revenue ratio target for the Exchange and the 3x or lower net debt to operating EBITDA ratio we are targeting. Pleasingly, we remain on track to meet these targets in second half '24. In pursuing these targets, we have no current plans for any material M&A transactions. However, we may make relatively small top-up investments in our associates to maintain their value. Of course, as you would expect, if highly value accretive on strategy opportunities present themselves to us, we may consider them. I should note that we will revisit these targets as the Group evolves and we expect to ratchet them in a way that is aligned to value creation. In line with this, we will be specifically revisiting the target for the cash spend in our growth businesses, particularly in the U.K., where we have the ambition to see reduced cash consumption in FY '25. We will also test options for deploying more "capital lite" approaches to achieving our growth objectives. We will work through this over second half '24 and as part of our planning for FY '25. More precise guidance on these matters will be provided in due course. I will now hand back to Glenn. As I do so, I do want to leave you with what we believe to be the key messages about the performance of our business. First, the Exchange business is performing well and is benefiting from improved operating leverage. Second, the operating losses in Digital Growth are narrowing, and we believe we are on track to break even at the operating EBITDA level in June 2024. Third, the rate of growth in International losses is starting to slow, and we will be reviewing opportunities to step down those losses as part of our FY '25 planning. Fourth, our balance sheet settings are sound. And fifthly, we expect additional tailwinds from our PEP program and by rigorously applying our capital management framework. Now over to Glenn to wrap up the formal part of our presentation.

Thanks, Scott. As we illustrated in our presentation and on Slide 31, we believe the economy still has areas of weakness, although there are signs of improvement. Given this, we remain focused on sustainable growth, balanced against the need to deliver efficiencies. Turning to Slide 32 with respect to our full year guidance. Excluding Smoove, our guidance for FY '24 has been reaffirmed. Turning to Slide 33. To summarize. PEXA is focused on execution to deliver sustainable value. What does this mean for the second half of the year? It means maintaining the strength of the PEXA Exchange platform business, continuing positive momentum with the Digital Growth business, securing U.K. lenders onto the PEXA platform and leveraging our U.K. scale and improving the financial performance of Optima Legal and Smoove and ensuring strong financial performance with efficiencies, AI investment and disciplined execution. In closing, PEXA is well placed to execute upon its strategic objectives and guidance. As you can see from our presentation, there is more detail within the appendices of the investment pack. But I will now conclude our formal presentation, and Scott and I are happy to take your questions. Thank you.

[Operator Instructions] Your first question comes from Josh Kannourakis with Barrenjoey.

Glenn, it Scott, can you hear me okay?

Yes. Thanks, Josh.

I've just got a couple of ones. Firstly, just on some of those comments that you mentioned towards the end, around the U.K., looking to reassess some of the investment and more capital approaches. I know, you don't want to obviously give too much detail now, but can you just give us maybe a bit of a framework on how you're thinking about the opportunities there? Are there, you know, particularly live opportunities that you're seeing in terms of how you can approach that? Or is an element of it also just improving business performance maybe just a little bit more around that comment, please?

Thanks for your question, Josh. I might start, and then Glenn might provide some perspective as well. I think, there's 2 parts to it, both of which I think you touched on in your question there. First of all, there's business performance, and we think about that in 3 ways. First of all, Optima Legal is obviously performing at a level below that which we purchased the business. Now, we would have the view that, that business should get back towards where it was at the minimum when we purchased it. And that's been a -- the underperformance has been a function of lower volumes, some of which is market, some of which is not. But pleasingly, we have seen some improvement in instructions as we left the half. The second is Smoove. Now, that business has obviously lost money, as you can see from the materials that we provided, but also pleasingly, and as you'll see in the appendix in the back, our Smoove's operating losses have narrowed for each of the last 3 halves, and we think there is -- and that's largely been a function of cost-out plus some product management. We think there's a lot more to do on product management and we think there's still more to do on cost-out for that business. And then thirdly, there's the operating costs of our PEXA U.K. business and the building of our platform. We have made investments in the past half in business capability, particularly around sales and business development, and some operations capability. We don't want to make more investment on those matters yet until we see further revenue come through the business. And in addition to that, from a platform build point of view, we're through the heavy lifting on the remo platform. We do have work to do on their sale and purchase program, but in many ways the sale and purchase build reuses a lot of the remo build. So we wouldn't see -- necessarily expect to see the same level of expenditure again as we build out, sale and purchase. So that's the business performance piece. Now where that lands, we will work that through as part of our FY '25 planning process. Over and above that, we do feel that we have created a unique set of assets in the market, both in terms of the things which we've acquired and then the addition of the PEXA platform to those assets. And we certainly have seen some intriguing inbound discussions with us around those assets. It's very early days, so I can't really go into anything more than to say that the inbound has been intriguing and we've got some work to do as we work that through, to see what that looks like as we go through this second half.

Okay, that...

Josh. I was just going to add to Scott's point because Scott's obviously covered it well, but just to add a couple of ones to the listeners, we already are starting to see some productivity improvement coming through as what Scott flagged, and we can see some of those metrics. We do clearly have a view that we want to get efficiencies out of those businesses. That's a very clear expectation of the group. And then thirdly, we are already starting to see that we don't need to spend the same level of CapEx to actually get the platform up and running. We've already done a lot of that heavy lifting, so we will give more detail in that quarter update towards the end of the year.

That's really helpful. And then just my second one, just really around the Exchange business. I guess there's 2 parts. Firstly, just in terms of the CapEx and sort of spend on the platform, you gave some good granularity and you can obviously see that the regulatory aspects are a very large part of the capital investment. Can you give us some context of how we should be looking at the outlook for that? And then, maybe just a few comments around sort of the current state of interoperability and the regulatory environment.

Do you want to do the spend first? And I'll take this. Yes.

So Josh, I think, for the second half, the way I kind of think about first of all, CapEx, is it should be in the range of that 10% to 15% that I noted under our capital management framework. And whether by way of coincidence or not, we landed at the midpoint of that range for the first half. So that probably tells you a bit about how we're thinking about that as we go forward. In terms of the OpEx for the business, we think there's still quite a lot of efficiency to achieve in the business through the mechanisms I described before. Whether that's through strategic sourcing, whether that's through the application of automation tools to improve productivity. I wouldn't like to see the same level of step up in the cost base that I saw versus the second half of '23 as we go first forward into the second half of '24.

What I'd -- Josh, what I'd add to Scott's point is in terms of the platform, there's a couple of things that we're always going to keep doing. Firstly, we need to meet the regulatory requirements, and that is not just based on interoperability, it's also based on the needs around critical infrastructure, the coverage of Tasmania, Northern Territory, and also with the check removals coming out in around about '26, also expanding the capability of the PEXA Exchange coverage in areas such as Queensland and WA, so we have to keep investing on that aspect. Second aspect, just in terms of the platform, we need to make sure we keep delivering to the customers. And that's why that's an important part in terms of the critical role we play to society. The third one though, coming purely now to interoperability, as we know that's been going on for quite a long time and certainly those dates keep moving around. The current target is mid '25 for refi. For the 4 majors in only New South Wales and Queensland, we're already working on that. It's certainly complex to say the least. And then the next target is the end of '25 to do Salem purchase and expansion of refi still only for Queensland and New South Wales. So there's still quite a way to go. But what I can say to everyone, we will be working constructively and collaborative with all the regulators to ensure the right outcomes for all stakeholders.

Your next question comes from Annabel Li with Goldman Sachs.

Glenn and Scott, I've got 3 as well and I might just ask them all at once. So firstly, on Exchange margins, it's tracking above the FY '24 range and into the second half you've got a pretty strong property market, with mix improving and you've also caught out the $4 million in productivity. Just wondering why you didn't move the range up. And I guess how we should think about margins beyond '24? And secondly on the U.K., can we just get a sense of why Optima lost a bit of market share? Looking at the slide on Page 55. And how we might think about this division breaking even? Since you've done a lot of the heavy lifting in remo now. And digital, you caught out stronger second half revenues, but looking at the quarterly run rate, fourth quarter was particularly strong. And you've reiterated expectations to reach break even in June. Do you think you'll still be able to maintain break even into the first half of '25?

The short answer on the last one is yes. But firstly, Annabel, really appreciate the question. I'll just quickly touch on the margin, firstly, and then hand over to Scott to give more color on the 3. The first one on the Exchange margin. We are firstly really pleased with the first half margin and obviously towards the upper end as what Scott flagged. That is due to a couple of factors, a) the mix because we've got more sale and purchase coming in, in the latter part of the first half and also the CPI increase. But then secondly, also our productivity improvements, as what Scott flagged in the presentation. A reason why we're sticking within the range is we still have elements of concern around the Australian economy. First point. Secondly, we still have work to do in terms of continuing with the efficiencies within the group, and Scott flagged that, that's a key focus. And then thirdly, we still do have the regulatory requirements that we've got to deliver on, including things such as interoperability, critical infrastructure and also the coverage in areas such as Tasmania. So all those things play out that we going to keep ensuring we're efficient and effective. But at the same time we've got to make sure we're delivering on all the various stakeholder requirements. Probably the last one I'll talk on, then I'll hand to Scott. Just in regards to Optima Legal as what Scott flagged, there's been a number of challenges within the U.K. property market. It's been going through some certainly tough cyclical areas. Optima Legal certainly incurred some of those challenges, but also there was the Capita incident. All those things played a role. But we are now starting to see that business stabilize, where we're already getting some efficiencies in there and we've got some of the better tech coming in, and that's why we start to see, or we expect we'll see some improvements for the second half, but also in '25 and beyond. Scott, did you want to add?

Yes. Thanks, Glenn. And thanks, Annabel, for your questions. Much appreciated. I'll just touch on, firstly, Exchange margins. And your question is exactly one that I've been wrestling with myself. I think the answer at the moment lies in the question of operating leverage. The Exchange business is a fantastic business when operating leverage is working for you. But we saw in the last half compared to the previous peak, which was 57% at the end of first half '22, best part of 500 basis point reduction in margin as operating leverage worked against us. So I'm just cautious at the moment about lifting the range until we do some more work over the course of our planning around this year, just to understand how we can protect ourselves from downside volume risk in the business. And once we understand that, then I think we can come back in sort of a different discussion about the margin for the Exchange. The second question you had around was Optima Legal and market share. You can see from the chart, there's obviously issues with the market and mix and leave those aside, the biggest bar on that chart downwards is clearly market share loss. We attribute a lot, it's not the complete story, but we do attribute a lot of that to the technology incident we had with Capita, end of the third quarter of last year and has taken us what longer than we would have liked to recover all the volume from banks who previously were dealing with us. Having said that, we have seen some very good signs of business growth as we've left the quarter, and we also had a very important win with a major U.K. bank in the second half of last year. And we're now starting to see the volume come through from that bank as that bank had promised to us. Now given all of that, and also given the -- I think, the focus that Joe and the rest of the team have and also the feedback we've had from the market that participants can see the value that PEXA's bringing to Optima in its own right in terms of the investment we're making in the business, we're hoping to be able to claw back more share as we go through the second half. Then your last question, I think was.

Digital Growth breakeven.

Digital Growth breakeven. Clearly, there's some seasonality benefits for -- particularly for ID given this local government client base. Having said that, the difference we see in this half, say, to some of the previous halves has been the build of subscription revenue. And in particular, the subscription revenue that ID builds has very low churn rates. So they churn at 5% or less on a year-on-year basis. So the contracts once they get them are quite sticky. So it gives you a good base of revenue as you go into the first half of next year.

The other thing, I'd add Scott to Annabel's point there on that one. What we're also seeing Annabel is, there's some really good progress with Value Australia. That Tier 1 bank now signed up as the first customer on the valuation. That's an important milestone because that indicates potential further growth. Land Insights are starting to win business. We haven't shared a lot of that detail, but that's also looking good. And the other one I'd add just coming back to the Optima Legal one, as Scott flagged, one of the majors now is starting to send more volume to us, but we're also seeing some indications of some of the other clients wanting to bring more across to us, as well as early signs. We note that, that's why we're saying it's work in progress.

Yes. I might just touch on Value Australia just for a moment there, Glenn and Annabel. We may have glossed over a little bit something which we shouldn't have. We've been at the process of commercializing Value Australia for just over a year now. And we have won a contract with a very large Australian bank, a multiyear contract for the ABM. The other competitor, which has recently entered the market, took 4 years to do exactly that, to be -- to get a contract with a major Australian bank. So we feel pleased with the progress that we're making there. Now our ambitions for more is the red dot in the earlier in the presentation indicates. But looked at objectively, that's pretty good going compared to some of our competitors.

Your next question comes from Ed Henning with CLSA.

I've got a couple. Firstly, on the U.K., and thanks for the slide on 22. But you've talked about your negotiations with 2 top-tier banks, and you talked about that in December, and you've got some verbal agreement with them. What's holding up the actual signing of the contract? Is it the delivery of the 24- to 48-hour remortgage in May? And if you can think about the timing of the contract and agreement to then onboarding them because they're already tested with PEXA Pay to then using the platform and then kind of ramping up the platform and see the volumes come through. Can you just talk us through how long you expect I guess, from contract, to onboarding, to seeing some transactions, to seeing majority or all transactions kind of come through the platform would be great.

Thanks, Ed. And great question. I think that, the way I would look at it is on a couple of aspects. The first is we're in discussion with those 2 major banks as what Joe has actually flagged. Those discussions include working through the technical dimensions and the financial dimensions of it as well. So, that's currently all work in progress between ourselves and those 2 financial institutions. As part of those discussions is also working through the details such as the sprints to go live, we have to work through the various agreements. All those things will take a bit of time. And that is currently work in progress. We need to get that all completed, obviously by the midyear, to go live with the first transactions. And that's the work that Joe and the U.K. team, with the local teams over there -- of the financial institution, sorry, that is currently in play at the moment. So that's the first. Sorry. The second thing I was just going to add to that, Ed. Our expectation though, is doing a transaction, at least with each of those financial institutions, around the mid of this year. That depends on getting all those things done, and it also depends on their technical aspects from their systems. But it's all in train, there's weekly meetings on it, and there's a lot of focus on getting that completed. Once that is done and then proven in terms of the transaction, the ability to then build up scale and volume of their transactions is more seamless than expected. And the reason I would say that is both those financial institutions are also customers of Optima Legal. So we already have relationships with those customers as well. And so, we already have various connections in place. So our view is that getting the transactions, getting the 24- to 48-hours remo in there, gives us a competitive advantage. It will streamline it, and we should see increased volume in the second half of this calendar year.

I think the other thing, just to add to that, it is that there are series of workshop sprints with both of those institutions in place, which gives us a lot of comfort that they're taking this work seriously. And we've had several conversations at the highest level of those organizations. They have also reassured us that they take this work seriously.

Yep. And then on top of that, Ed, Scott and I will be over there in mid-March, and that will be part of the further working with our team and also ideally with some of their execs.

Okay. And then just further to that, just Optima Legal, the integration with the PEXA system, when is that going to be finalized? Is that also going to be finalized by the middle of this year as well?

There's 2 parts of that, Ed. I'll go first, and then Scott can certainly add in. So the first part, we had to transition Optima Legal away from Capita, and that was getting them onto our group systems, onto the cloud platform and all that. That's where -- that's -- well that's complete. So that's the first part. The second part now is the team is working to get the Optima Legal tech into the PEXA Go tech, which is the U.K. tech that should be well advanced through the next 6 to 12months. It needs to be in place by midyear to get those 2 financial institutions transacting. So certainly the key aspect is this calendar year to have pretty much complete.

Okay. That's good. And then, yes.

Sorry, keep going.

And just 2 other small -- sorry, 2 other small questions. Firstly, on Digital, a great first step in getting it to breakeven at EBITDA level in June. But when can we expect those and the plans to get positive on an EPS basis as the first one. And then just quickly on the non-specified items, I understand there's a lot of acquisitions and stuff coming through. In '25 or in '26, when can we expect no specified items coming through in absence of any more acquisitions which you talked about today, which are not really on the agenda?

Yes. Thanks, Ed. I might take those and thanks also for your other questions. I think the first question you asked about Digital Growth is also one on my mind, because I think getting the business to break even is a good first step. But we've always said that getting this business to scale is around about $50 million of revenue. Now, originally our view was that, that would be a mix of organic and inorganic, and that would still be our view. What has changed in the market is, effectively a bifurcation of the available opportunities compared to a couple of years ago. The opportunities which are available now are either really, really cheap and they're cheap for a reason, which is they're not particularly good businesses, or alternatively, they're very, very good businesses, but they are actually much, much more expensive than they were a couple of years ago, interestingly. So what we're working through now is what's the right capital lite way to get this business to scale? I don't have all the answers to that at the moment, but that is a big top of mind question for me and the rest of the team as we work through planning over the next couple of months because I don't want to be stuck with a subscale position. I think the second part of your question then about specified items, clearly they're at elevated levels this year. There's a couple of things which are a bit enduring and are things which are for at least a year or 2. And then there's some things which are much less enduring. The things which are enduring for the next couple of years are the completion of the earn out arrangements for ID and that should -- that'll come to an end at the end of this year. And then the earn out arrangements for Value Australia and for Land Insight at a much more marginal level. They'll go for about another 24 months. Then the other item which is we'll see in the accounts for the next couple of years, but which should taper down based on what we're seeing with these businesses is the equity accounting for some of our associate investments. But they're making good progress, those businesses; past that, then you've got the restructuring costs. Now, we've obviously got those a little bit elevated this year, but we think that's the right thing to do given where we are in the economic cycle. I'd hope that they weren't as elevated as we went into future years. So I think the way I would think about specified items, given all of that, is you'll still see some over the next year or 2 as we work through those items I just described. But I certainly wouldn't want to be seeing the same level of specifieds going through the business over the next 2 years as we've seen this year.

I agree.

Your next question comes from Brendan Carrig with Macquarie.

Just a few quick ones from me just on the penetration in the Exchange business was stable at 89%, half on half. I mean, that obviously implies that WA didn't pick up and Queensland looks like it was -- well, the penetration stabilized in Queensland. Can you just elaborate a little bit more just around how we should be thinking about that penetration as we sort of move into the second half in FY '25?

Yes. Well, I'll go first now, and then hand it to Scott. Thanks, Brendan. The first thing is on the WA, there's only a certain amount of transactions that were digitalized, which was generally kept around about 80%. Now that we've done the WA Duty Hub with the relevant WA government agencies there, it means more transactions can be now done through e-conveyancing, which means that we should see growth up to around about another 10% of transactions in WA. In Queensland, it's obviously a different state stating the obvious, but there are some different dimensions in there. There are some transactions there that still also need to be digitalized. Work is underway on that and they also are associated with removing some of the checks out of the processing in Queensland. So we expect that will happen over the next 12 months. A caution on that one though, Brendan, I would just flag is, it also does depend also on some of the Queensland government agencies, in particular Land Titles Offices and others in terms of getting their processes ready to help with the removal of checks. But if that gets done, we should see some growth there as well.

Okay, so in summary, WA 10% more that could start coming through from now Queensland, there's a bit more, but it might take a little bit, maybe 1 or 2 halves before those processes are digitized.

Yes, yes.

Cool. And then just another one on the U.K. banks. Just sort of further on from Ed's Slide 22 reference and just correct me if I'm wrong, if I'm interpreting this incorrectly, but it looks like there's a pipeline of 25 banks and 9 of which you have already onboarded. So that means that there's sort of a pipeline of 16. In the context of those 16, and there's 4 major banks in that, that haven't been onboarded. How confident are you that you've sort of engaged with that pipeline? And that they -- you might get a couple of major banks doing the testing in those slots that become available at the end of the year? I think, 4 slots in November was the last comment you made.

Maybe I'll go first. Brendan, again, and if Scott wants to elaborate. There's a couple of things and obviously we'll give more color. And again I mentioned the session we have in the last quarter. We do believe we're in a strong or unique position in the U.K. It'd be a better word to use given what we've got with the PEXA Pay and PEXA Go and all the other side. Getting those 2 majors transacting will be an important step in the milestone because we do have indications from our team over there. There's another couple of majors are already looking to get a couple of the extra PEXA Pay slots. So it will be a trigger because they don't want to be left behind, if suddenly you got a major doing 24-hour, 48-hour remo, and I'm still doing a remo that's taking now 2, 3 months. You can see where that actually goes. So it's a critical milestone for us to get those 2 transacting around the midyear. So confidence level reasonable, but again, we've got to make sure we execute on it.

The only thing to add to that is that I think Joe and the team are trying to do their best to create a degree of [ fomo ] with those banks who are not yet signed up to the testing slots on the basis that you might have to wait quite some time before you get the next lot here, and you don't want to be sitting in the market when you got some potentially large institutions offering a much better product and you've got a delay of 12 to 18 months before you can start thinking about matching it. Now, as Glenn said, that's all to play for, but that's certainly the line that Joe is trying to use with those other institutions to lever them to where we want them to be.

And the indications, Brendan, from the market and all the work that we're doing amongst others, and there's a number of other factors which we'll go through in other sessions are good. So we've got all the elements there. That's why I was saying earlier, we've got all the elements in terms of scale. It's now purely about executing and delivering. However, I'd add, we're also very clear about we got to get the right return to get those businesses, reducing their capital expenditure, getting them back to profit, and we're very clear on that.

Your next question comes from Scott Russell with UBS.

A few questions on the U.K., if I can. Just picking up on the conversation about the 2 lenders in discussion. The pitch really seems to have morphed over the last couple of years into a joint proposition with Optima, which is a little surprising. Glenn, perhaps you could sort of compare and contrast what's wrong with going directly to the banks, given at the moment, Optima seems to be part of the problem, right? If I look at the market share loss and some of the difficulties you're having convincing the banks to bring back volumes after the technology incident last year. What are the -- what is the attraction of pitching to the banks alongside Optima versus PEXA standalone?

Yes, Scott, it's a couple of things just to talk through on this, that -- firstly, we are still engaging with banks directly with PEXA and as what Scott had flagged on this slide in there. We do have a number of financial institutions that are not Optima customers that have tested. So that is still progressing. In saying that, as we were doing the work over the past couple of years, there was a number of elements in regards to the banks that were going on. Firstly, what their tech roadmap looked like, what was going on with the economy over there. All those things contributed to delays of some of those banks wanting to do testing with PEXA Pay and also to potentially go live with the PEXA Go platform. Optima Legal actually is additive, not a negative, and what that does is a couple of things. Optima Legal already has customers being the large financial institutions customer of Optima Legal platform, 6 of the 8 majors of customers, as an example. We've already found that as we've transitioned Optima into the PEXA Group as what Scott flagged, financial institutions are more likely to come and want to work with us versus when it was with Capita, there's a number of items on that which will take too long to explain. The third element is, if I take those 2 financial institutions as an example, they are customers of Optima. And Optima has been an enabler of getting those 2 banks to want to work with us on the PEXA platform, because they already use the Optima Legal proposition and they can see that if they were customers of the PEXA proposition [ where ] Optima Legal, even be more efficient and effective. So it's an enabler as well. Probably. The other thing I would add, there's give or take. There's around about 4 bulk conveyances in the U.K. We're one of the major 4 in there as well, that generate a lot of the volume. We're already starting to see some interesting moves from some of the other bulk conveyances in terms of potentially working with PEXA as well. Now, early days, so I don't want to sort of say anything untoward, but that's another interesting dynamic going on in the market as well. So I don't see it as a negative, Scott, I see it as an enabler. But I do note your point. It is a change to 2 years ago and things have moved forward.

I think maybe just to add to that, Glenn. And Scott, thank you for your question. One important indication on this is what our customers tell us, and the indications we've had from customers in the U.K. is that we have more credibility with Optima as part -- as an embedded part of the landscape than someone from Australia coming here to say, I've got a solution for you and you can see it on Slide 22 actually. The banks we were dealing with as non-Optima customers are by and large at the smaller end. By having Optima, we're now dealing with the [ cut ] banks which are at the larger end, and that's where the money is. So I think we would say that Optima has actually been an additive to us in terms of getting to the right distribution conversations. We'd also say, and I would agree with you, we need to see better performance from Optima to help us realize that benefit.

And as an example on that, we are already starting to see productivity improvement in Optima. We've taken headcount out as well, so those things are starting to come through.

Okay. You made a mention of the instructions improving, you mentioned, and thanks for the additional detail here behind the U.K. business, it's really helpful, but the chart on 55 shows only a pretty modest pickup in the instructions. Scott, was your observation relating to the 2Q or subsequently?

To the second quarter there, Scott. So you can see, if you look at our second quarter there, we're starting to see a good tick up, actually. Now we've got to see those translate through to completions, which is what we get paid for. But pleasingly, I suppose the rot which we really saw from first quarter '23 down to sort of third quarter '23 has stopped and started to turn. And we can also see it, albeit this is a -- we only have this data up to the end of October given the way U.K. finance reports. U.K. finance is the industry body. We can see a tick up in our market share from at the end of that chart. Now, that's all reassuring, but we need to see a big pickup back towards the previous levels of instructions before we're starting to get satisfied with the performance of the business. And then, before -- even beyond that, we think this business can do better.

We definitely do.

Just lastly -- just lastly, can I ask about the insurance claim? I think it was sort of $0.3 million. I know you put in for a claim larger than that. Is there more in recovery?

We would look to get more in the second half, Scott, great question. We put in what we could see that we're reasonably confident of, or probably confident of, to use the accounting language in the way of insurance companies, they tend to drag their feet, but we've got very good people working for us on this claim.

Yes. Thanks, Scott. Just conscious we're -- one more question, okay. Far away. Any more question?

Your next question is from Roger Samuel with Jefferies.

I've got a couple just on the macro environment. It looks like Glenn is still quite cautious on the outlook in Australia for Exchange for the second half of the financial year. But are you more positive now than 6 months ago? Say, because of the pickup in production volume and the mix is getting better as well. And also, if I look at the comparable period, it looks like you'll be comping a pretty easy period last year as well. So, yes. Just interested in your take on the macro environment.

Yes, yes.

I might start, Roger. And again, thank you for your question. I think, actually the note of caution is on Slide 17 of the presentation, and it's sort of on the one hand, and on the other hand, which I appreciate, it makes me sound like an economist, but bear with me for a moment. On the one hand, and which is positive, it's clear that the decline in transfer volumes bottomed out for the third quarter of '23, and we are seeing improvement since that point. The thing which makes us cautious is that in the 2 biggest jurisdictions, New South Wales and Victoria, we're still somewhere between 7% and 10%, or 7% and 9% below previous peaks, and we're not quite sure when that might come back. And the one state which is where we're seeing good growth is Queensland, but that's due to local demography, particularly on the Gold coast and on the Sunshine coast. So I think we're very cautious in trying to sort of extrapolate from here because there's a lot of moving parts and headwinds in the economy and we don't yet know when those headwinds will turn into tailwinds, so to speak. So that's the note of caution. And I think over and above that, in the U.K., they're coming up into an electoral cycle that will probably make economic policy more difficult rather than easier to do. And the U.K. economy has already had a few issues over the past 6 to 12 months, in any event. So whilst we think things are better than they might have looked at, say, 6 months ago, it's certainly not all sort of roses in the garden.

Yes. Okay, got it. And maybe just a follow up question, a quick one on Smoove. Thanks for providing all the details on slide 56, can you give some breakdown of the revenue into various segments? Are you able to provide some guidance in terms of the gross profit margin on each segment? So, remo [indiscernible] attachments.

Let me answer this, because on various drafts of this slide, I wanted to go a bit further and my team in the U.K. cautioned me against it. The reason is that there's a fair degree of competitive intelligence wrapped up in the question you've just asked. So where we landed was kind of the compromise, as to where we could go. What I would say, and this maybe would help a little bit, is that the gross profit margin on the attachments business is a lot better than the gross profit margin on the remo and sale and purchase business.

Got it. Okay.

I think, Roger. Just on it, which -- we'll give more color in the last quarter presentation from Joe. The early signs, as we're starting to get into the Smoove business are encouraging for us both strategically as well as from a customer perspective as well, and we'll share more of that in the last quarter.

Okay. I look forward to it.

All right, we'll hand back to the moderator. Are you still there?

We've just come to the end of the Q&A. I'll now hand back for closing remarks.

Brilliant. All right. Well, look, firstly, I just want to say thank you to everyone who participated in the call, asked us questions, the interest in the company as well. Just to reiterate, we believe we're making good progress. There's more to do. We're very conscious of making sure we get the right outcomes for all stakeholders. And whilst we're confident, we are also very clear that we have a lot of expectations on us to deliver. So thank you again on behalf, Scott and I, for your interest in the PEXA Group.

That does conclude our conference for today. Thank you for participating. You may now disconnect.