Smartpay Holdings Limited (SPY) Earnings Call Transcript & Summary

Okay. Good morning, and welcome, everyone, to Smartpay's Annual Meeting for 2025. I'm Greg Barclay, Independent Director and Chair of the Board. Today's meeting is being held both in person and online through Computershare's online meeting platform. Before we start, I just want to introduce the members of the Board and the executive team joining us today. We've got Board members, Matt Turnbull, Geoff Carrick, Carlos Gil, Shelley Ruha and of course, Marty Pomeroy. We also have Cherise Barrie, our Chief Financial Officer, together with a couple of other executives, Aidan Murphy and Peter Thomas. Our auditors, PwC, are available remotely and our registrar, Computershare, are here with us in person. There are some quick housekeeping points that I need to deal with. For those people joining us in person, I would be grateful if you could please make sure that your phone is on silent. In the event of an emergency, please follow the emergency exit signs and instructions of the venue staff. Because this is a hybrid meeting, shareholders, proxies and guests who are not able to travel and attend the meeting in person have the ability to attend the meeting virtually. All online attendees can watch a live webcast of the meeting and read the company documents associated with this meeting. In addition, shareholders and proxies have the ability to ask questions and to submit votes. For those of you attending the meeting virtually, if you'd like to submit a question, the Q&A is always open. So please feel free to submit questions throughout the meeting. These will be addressed at the relevant time. When asking a question in the room, please use the microphone and introduce yourself by name. Questions may be moderated or if we receive multiple questions on one topic, they may be amalgamated together. Any questions not answered in time will receive an e-mail response after the meeting. Voting today will be conducted by way of poll on all items of business. Having said all that, I now declare the voting open for all resolutions. For those in the room, if you do not have a voting paper, please indicate now by raising your hand and a member of Computershare's team will assist you. Voting papers will be collected at the end of the resolution and voting section of the meeting by Computershare's team, who will act as scrutineers and the results will be posted to the NZX and the ASX later this afternoon. For those online, if you are eligible to vote at the meeting, you will be able to cast your vote under the vote tab. Once the voting has opened, the resolutions will allow votes to be submitted. You can change your vote up until the time I declare voting closed. With that said, as Chair of the meeting, I declare Smartpay's 2025 Annual Meeting formally open. For the record, the Board has received no apologies. Now moving to today's agenda. We will begin by reviewing the performance of Smartpay over the last financial year. Following the conclusion of the presentation, we will welcome any questions that you may have. The meeting will then proceed to the formal business where we have 6 resolutions to consider, which was set out in the Notice of Meeting and that has been sent to all shareholders, and I'll take it as read. Before I move on to the main business of this meeting, there are actually a few comments that I'd like to make. Firstly, I just want to provide you with an update on the scheme of arrangement, which has been entered into following the offer by Shift4 Holdings Limited to acquire all of the shares in Smartpay Holdings Limited, details of which have been previously announced to the market. Pleasingly, we are tracking in accordance with our own time lines and do not foresee any reason why we should not meet all future projected dates. More specifically, we are progressing well with the completion of the scheme booklet, which is estimated for release to shareholders by Monday, 22 September. Following that, we estimate the scheme meeting to take place on or around Tuesday, 14th of October. And if we achieve these dates pending the outcome of the scheme meeting, then we anticipate the implementation date being Tuesday, 4th of November. That will, of course, be the date that final payment will take place. Obviously, these dates are estimates and may be subject to change should anything unexpected arise between now and then. Please note that this is as much information as we can provide at this stage and we are not in a position to make any further comment on the scheme outside of providing these estimated dates. Secondly, I'm cognizant that this may well be the last AGM that Smartpay will hold as a currently listed entity. That being the case, I'd like to express my sincere thanks to both the management team and to the Board of Smartpay. Quite simply, in my opinion, the management team under Marty Pomeroy's leadership has been exemplary in the execution of their roles. I commend them for what has been achieved over the past few years in what has often been very testing trading conditions, with COVID, significant uncertainty, uncertain regulatory regimes or just general recessionary environments. All of this has been navigated with skill and efficiency. To the Board, you have brought a range of skills and competencies that have been hugely beneficial to the company. But just as important has been your willingness to make tough calls and to have the courage of your convictions. Equally pleasing has been your unwavering support of our management team. It's been a pleasure to have worked with all of you. I'll hand over to Marty.

Thank you, Greg. Good morning, everyone, and thank you for attending our Annual General Meeting. I'm Marty Pomeroy, Managing Director and CEO of Smartpay. My presentation this morning will cover off our financial year 2025 highlights. I will then refresh on our 3-stage strategic plan and provide progress updates against each of the stages. Since we last engaged with you all at the end of May this year, the regulators in both countries have provided further guidance and decisions following their review of the payment system in both Australia and New Zealand. And I will provide an update on these decisions and any potential impacts to our business. Finally, I'll be happy to answer any questions you may have. Throughout financial year '25, our business unit economics continued to show resilience through the ongoing challenging economic conditions many of our customers experienced. Whilst TTVs remained soft throughout the financial year, a continuation of what we saw through financial year 2024, our focus on customer verticals with strong payments economics delivered growth in our top line revenue and maintained transacting terminal margin across our fleet with better revenue profile from newly onboarded Australian customers throughout the period. We maintained our focus of measured investment into our opportunities and investment in brand and incremental spend in our Australian marketing activities throughout the year. Compared to the prior period and early investment into the New Zealand opportunity, largely focused on sales, onboarding, support functions and technical resource brought on over the period. We continue to execute to our 3-stage strategic plan with good progress made against all stages throughout financial year 2025. Our ultimate ambition as an organization is to embed our solutions and brand within our customers' business and become true partners, realizing value accretion for ourselves, our customers and of course, our shareholders. In Australia, we continue to grow our market share in an increasingly competitive environment. Our focus continues into the market verticals where we see strong unit economics and this has resulted in an ongoing penetration into these verticals and growth in our Australian revenues. Whilst the ongoing macro conditions continue to pressure overall TTVs when compared to prior years, our growing outbound sales capability is driving towards higher-value merchants, maintaining strong average revenue and margin per terminal. As a result of this activity, we are also seeing increased customer acquisition of our fixed price payments offering, simple flat rate and can see the broader opportunity we will execute into with our LCR product and POS and payments product, the latter of which is now in market. During the first half of the 2025 financial year, we invested in our brand with a major campaign launched into Australia coinciding with the launch of our next-generation Android payment terminal. Both have been extremely well received by our customers. The investment in this solution not only provides our business with a leading-edge technology foundation for our merchant solutions into the future, it also provided the basis of our Trans-Tasman payments offering and our launch into acquiring in the New Zealand market. Late in the second half of financial year 2025, leveraging this technology and investment, we entered into the pilot stage of the testing program of our New Zealand terminal and acquiring solution. Following successful completion of the pilot throughout the early part of financial year 2026, we have now launched this solution in New Zealand. Throughout financial year '25, we also made solid progress in developing our solutions for Stage 3 of our strategic plan, where we expect to deliver additional solutions and value to our Trans-Tasman customers. I will update on these solutions later in today's presentation. Whilst TTVs have remained soft through the early part of financial year 2026, a continuation of what we saw through the last 2 financial years, our focus on customer verticals with strong payments economics continues to drive growth in our top line revenue and is maintaining transacting terminal margin across our fleet. This is a direct byproduct of our focus on changing our go-to-market sales focus and capability and increasingly prepares us for any regulatory changes to surcharging in Australia, whilst highlighting our resilience and adaptability in a changing payments landscape. Our average ticket size per merchant is up 15% on the same time last year, which lends itself to efficiency in our pay-as-you-go transactional processing commercial construct. Our average TTV per merchant for newly onboarded merchants across the first quarter of this financial year is up approximately 20% compared to the existing fleet average. The ongoing trend in Australia for our business of less terminals required per merchant highlighted in previous market updates is reflected in the fact that we have increased by approximately the same number of transacting merchants to transacting terminals over the first quarter of this financial year. Customer attrition ratios for the first quarter of financial year 2026 are consistent with the last 2 years. Our New Zealand acquiring revenues, whilst in the very early stages, are now starting to come online. Average revenue per terminal is above where we would expect our fleet average to be over time due to our focus on higher-value merchants as part of our pilot program and launch phase. Operating leverage ratio, a key performance indicator for our business, we expect to return to pre-investment -- pre-New Zealand investment levels and improve further over time as the contribution from our New Zealand revenues increasingly contributes to our consolidated revenue and gross margin results. Our business is structured to maximize the efficiency of our human resources, leverage our talent wherever it resides and grow our business whilst delivering strong operating leverage. As such, we work on the principle of one team, one organization, even though we operate in 2 distinct locations. Our corporate structure reflects this efficiency with many centralized functions, largely resourced in New Zealand, serving our entire business needs. Given the differences in market structures in Australia and New Zealand and therefore, the unique sales process, onboarding process and settlement process required, we have built out localized capability in each country for these functions. During the 2025 financial year, we recruited approximately 25 people into our New Zealand business and roles to prepare for the launch of our acquiring solution. We do not expect the roles associated to the New Zealand opportunity to scale much from the current levels as we continue to execute into our New Zealand acquiring opportunity. We realized our core revenue in both Australia and New Zealand through the development and deployment of our in-store hardware platform. In May 2024, we launched our next-generation PAX A920Pro PCI 6 Android terminal, quite a name. This terminal is WiFi and GPRS capable operating on the 4G GPRS network. All terminals deployed in Australia are certified to connect to the Cuscal network for processing and all operating payment applications and comms modules have been developed in-house by our engineering teams. This same Android A920Pro terminal, utilizing the same payment application is the basis for the deployment of our acquiring solutions into the New Zealand market, simply requiring configuration changes from our Australian version with both countries being supported by a Smartpay developed and owned Android terminal management system. As we further develop our POS and in-store customer tool set, we expect to deliver the PAX Android [ A-lease ] solution, which is actually on the presentation, the dual-sided iPad solution or tablet solution you can see there to a growing number of Trans-Tasman customers. Our current Trans-Tasman payment application can already operate on that solution. I've talked previously about the maturity and ongoing development of our go-to-market execution into Australia as we continue our focus on verticals that offer strong payments unit economics. Our approach to growth in the Australian market has refined and developed over the last 5 years. Our existing fleet has highlighted where within our TAM, there are merchant verticals with strong TTV and other unit economic benefits that are of interest to our business. Having identified these opportunities, we have evolved our marketing capability and channels to include more direct social engagement and opportunities and refined print and digital messaging into publications and online environments, serving the verticals we want to engage with. We have coupled this with the recruitment of business development sales capability into the business and the transition of our inbound sales capability to outbound sales capability to more directly engage with these verticals and execute on our opportunity. The Reserve Bank of Australia has undertaken a review of the Australian payments environment and on July 15 this year, published their preliminary decision. The key items of relevance to Smartpay in this preliminary decision are the determination to remove the prohibition on the schemes to ban surcharging, the reduction of interchange caps associated to certain card transactions and the intention to improve transparency of card payment costs to assist market participants in comparing fees from the various providers of payment services. The Reserve Bank of Australia have requested submissions on the preliminary decision, which Smartpay will be providing and have set an expected date for their final decision as December 2025, with proposed implementation of the final decision expected to be in July 2026. With regard to the potential impact of the preliminary decision on Smartpay, I will talk to these individually. If the schemes determine to ban surcharging of their cards in Australia, we would expect up to a 10% impact on our Australian transactional revenues. This considers moving our Smart Charge merchants to our simple flat rate product and accounts for the potential to reprice these merchants at a lower rate. This transition of these merchants can be done remotely with simple configuration changes to their current terminal. Should the RBA's final decision be consistent with the preliminary decision to reduce the interchange caps associated to domestic and foreign cards as highlighted in their paper, this would have the effect of largely offsetting the aforementioned reduction in Australian transactional revenues at gross margin. Smartpay takes pride in our position as a strong merchant advocate and seeks to provide solutions that assist our merchants on both sides of the Tasman with the challenges of running their businesses. We, therefore, naturally welcome the intent of the RBA to improve transparency for merchants and other participants when exploring options for better payment deals. The New Zealand Commerce Commission has undertaken a review of the New Zealand payment system and on July 17 this year, published their final decision. The key terms of relevance to Smartpay in this decision are the reduction of interchange caps associated to certain card transactions. The Commerce Commission's decision to reduce the interchange caps associated to domestic personal credit in-person transactions will potentially provide benefit to Smartpay in a similar manner to the Australian impact, improving gross margins. With low revenue from New Zealand acquiring transactional business at this point, it is more useful to consider the impact on an outlook basis, where we would expect to see improved margin as an obvious benefit, but this may be offset through reduced retail merchant service fees over time. The Commerce Commission's decision to reduce the interchange caps associated to foreign issued personal credit in-person transactions will potentially provide benefit to Smartpay and an opportunity to target merchants in regions subject to historically higher merchant service fee rates than other regions due to the mix of foreign cards versus domestic cards. These regions would be popular tourism destinations in New Zealand. The New Zealand government announced on the 28th of July 2025, their intention to ban surcharging on a range of card transactions in New Zealand with implementation of the ban to come into effect in May 2026. Smartpay has not, at this stage, developed a surcharge acquiring solution for the New Zealand market. So this change will have no effect on revenue. We will await and see the final determination of how this decision will ultimately be implemented. As part of the initial pilot program launched in February this year, we have installed our terminal and acquiring solution into a range of customers across a range of industries. The New Zealand pilot was successful and reinforced some simple value outcomes for the merchant that highlight our point of difference in the New Zealand market. It has highlighted some product opportunities that we believe we will be well fulfilled with our Stage 3 solution set and we expect to deliver these enhanced solutions over the coming months. In early August, we launched our New Zealand acquiring product with our new brand and website being released as foreshadowed at the end of financial year 2025. Marketing across a range of channels will follow with new radio content, social content and lead generation work underway. The average monthly revenue snapshot per merchant is around $400 at present, reflective of higher-value merchants we have targeted to date in our pilot program. We expect this to reduce over time as we convert the majority of our New Zealand fleet to the solution. We are targeting over 5,000 merchants on our New Zealand acquiring solution by the end of the financial year 2026. Our focus on Phase 3 of our strategic plan progressed very well through financial year 2025 with our focus moving to launch and execution throughout financial year '26. Our intent to deliver additional value to our Trans-Tasman small and medium enterprise customers resulted in the execution of 2 key agreements during the period. Our product road map will develop a comprehensive in-store business and payment solution to our customers, including point of sale, transaction and business performance reporting, cash flow management analysis and forecasting and integrated accounting platforms and banking tools. We began selling our bundled POS and payment solution to Australian merchants in March 2025, and we are continuing to work with our partner on the development of our white labeled version of this offering, which we will be provided under our own brand. We expect to launch the white labeled solution later in this financial year across both Australia and New Zealand. We have also executed a partnership with an exclusive period to deliver a next-generation merchant ecosystem, a comprehensive small business tool set to our Trans-Tasman customer base, also under the Smartpay brand. The initial offering of this solution went into pilot across Australia and New Zealand in the first quarter of this financial year and we expect to launch this solution as part of our wider in-store technology and payment solution over the coming months. With Stage 1 of our strategic plan well underway and Stage 2 now in market and launched, the potential and prospects for our organization are a reality. We expect to deliver additional value to our Trans-Tasman customers and open up new opportunities for the acquisition of new customers as the propositions we are working on in Stage 3 come to fruition. Our organization is well prepared, efficiently structured, aligned and highly determined to deliver on our Trans-Tasman opportunity. And as our go-to-market teams further build in capability, we expect to leverage these business capabilities to continue to execute with effectiveness. The significant growth in consolidated revenue realized since launching our Australian acquiring solution a number of years ago will now be accelerated with the growth in our New Zealand revenues realized from the conversion to acquiring of our capture base of over 24,000 merchants. Our execution effectiveness is evident in our performance to date. Maintaining our cost base to the necessary capacity to deliver this revenue accretion will deliver improving operating leverage over the coming years. Thank you, and I will now hand back to Greg.

Great. Thanks, Marty. I'll now open the floor to questions. If you have a question, please raise your hand. Someone will come with a microphone. Just wait for the microphone so the people attending virtually can hear your question. Do we have any questions online? No questions online. Questions? No. Okay. I'll move on to the formal business of the meeting. Questions on a resolution will be taken before it is voted on. Proxies. The proxy votes that have been submitted for each resolution are set out on the slide. Very good. Thank you. To give some context to these numbers, the current number of shares on issuance of Smartpay is around 242 million. I have been appointed proxy in respect for approximately 140 million shares voting either for, against or with discretion on each of the resolutions. As indicated on the proxy form, I intend to vote all discretionary proxies where I'm appointed as proxy in favor of all resolutions. Now turning to the first resolution. This resolution authorizes the Board to fix the fees and expenses of the auditor. Any questions on that? No. I propose a resolution. Could I have someone to second it, please? Thanks, Peter Thomas. If you haven't already done so, please now cast your vote on this item. The next 4 resolutions relate to the reappointment of directors to the Board, which we will deal with separately in turn. The directors' profiles are set out in the Notice of Meeting. Final resolution relates to the appointment of Shelley Ruha as a director and I'll invite Shelley to introduce herself as this is your first opportunity to hear from Shelley. So the second resolution is to approve the reelection of Matt Turnbull as a Director of Smartpay Holdings Limited. Are there any questions? No. I propose a resolution. Could I ask someone to second it, please? Peter Thomas? Thank you. If you haven't already done so, just go ahead and vote now. The third resolution is to approve the reelection of Marty Pomeroy as a Director of Smartpay Holdings. I assume that there are no questions. Okay. I propose a resolution. Can I have someone to second it, please? Thanks, Aidan. Just to break it up. So I'll give you to go ahead and cast your vote if you haven't already done so. And we'll move to the fourth resolution, which is to approve the reelection of Carlos Gil as a Director of Smartpay Holdings. Again, no questions. All right. I propose a resolution. Could I ask someone to second it, please? Thank you, Peter. Just go ahead and vote now. Right. Fifth resolution is to approve the reelection of Geoff Carrick as a Director of Smartpay Holdings. Again, I assume no questions. Okay. I propose a resolution. Aidan, are you happy to second it? Thank you. If you go ahead and vote on that one, please. Right. The sixth resolution is to approve the election of Shelley Ruha as a Director of Smartpay Holdings. So before we move to the resolution, I'll just ask Shelley to hop up and briefly introduce herself to you.

Thanks, Greg. Good morning and afternoon in New Zealand. I've been a full-time director for roughly 5 years, predominantly in financial services and technology businesses. And prior to that, as an executive, I was a director on a number of companies in New Zealand and Australia, predominantly wealth management and technology, payments infrastructure. So I've got about 15 years of governance experience. As an executive, my last 2 roles were with BNZ. One was leading the business bank for BNZ. So that's small micro customers through to institutional customers. And in that role, I was also responsible for the sales elements of payments and merchant acquiring. And then prior to that, I ran technology for BNZ, also operations and product. And in that role, my accountability was for including the technology aspects of the payments and merchant acquiring businesses and also all of the commercial arrangements in those businesses. I joined this Board because I felt that the experience that I had in terms of governance and also my previous executive experience meant that I could add real value to your company and also to your Board. Thank you.

Thanks very much, Shelley. Right. Again, I assume no questions at all. That being the case, I'll propose the resolution. Can I have someone to second it? Thanks, Peter. I'll get you to go ahead and cast your vote. So while the votes are being dealt with, that essentially concludes our discussion on the resolutions presented. I'll close the voting online very shortly. If you haven't already cast your vote, please do so now using the vote tab on the online platform. Computershare, can you collect any voting papers from shareholders in the room? The votes will then be counted under the scrutiny of Computershare. The results of these votes will be released to the stock exchange later today. So we'll just give it a brief moment while we wait for the voting online to finish. All right. Thanks. I'll close the voting now. Again, I assume there are no other questions or any further general business. That being the case, thank you all for attending Smartpay's Annual Meeting, and I'll now close the meeting. Thank you.