Free signup for more
- Track your favorite companies
- Receive email alerts for new filings
- Personalized dashboard of news and more
- Access all data and search results
Filing tables
Filing exhibits
NYAX similar filings
- 30 Nov 23 Nayax Completes Acquisition of Retail Pro International
- 7 Nov 23 Current report (foreign)
- 7 Nov 23 Nayax Reports Third Quarter 2023 Financial Results
- 30 Oct 23 Nayax Enters Definitive Agreement to Acquire Retail Pro International
- 18 Oct 23 Nayax Provides a Business Operations Update
- 2 Oct 23 Current report (foreign)
- 14 Sep 23 Nayax Announces Strategic Partnership with Turkey’s Düzey
Filing view
External links
Exhibit 99.2
Retail Pro International Acquisition Overview Oct 30, 2023
Important Disclosure This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attending or viewing this presentation, each attendee (“Attendee”) agrees that he or she (i) has read this disclaimer, (ii) is bound by the restrictions set out herein, (iii) is permitted, in accordance with all applicable laws, to receive such information, (iv) is solely responsible for his or her own assessment of the business and financial position of the Company and (v) will conduct his or her own analysis and be solely responsible for forming the Attendee's view of the potential future performance of the Company’s business. The information in this presentation is provided for convenience only. It does not contain comprehensive information, but merely summary information in a condensed form. This presentation does not and is not intended to replace a careful inspection of the Company's Financial Statements and other public filings, as reported or will be reported to the Israeli Securities Authority and the Securities and Exchange Commission (the "Company's Reports"). In case of any inconsistencies between the information provided in this presentation and the Company's Reports, the latter will prevail. The information in this presentation is not a basis and should not be used as a basis for making any decisions in relation to the Company, including any decision to purchase securities of the Company. Any such decision should be based on the Company's Reports and following the receipt of appropriate professional advice. The information provided in this presentation is not, and should not be considered to be, a recommendation or an opinion of any kind in relation to an investment in the Company, whether legal, financial, tax, economic or otherwise. This presentation does not replace the need for a potential investor to collect and analyze further independent information for their due consideration. Every potential investor must obtain their own independent advice and guidance, in connection with a potential investment in the Company, including tax advice which takes into account the investor’s own tax position. This presentation includes projections, guidance, forecasts, estimates, assessments and other information pertaining to future events and/or matters, whose materialization is uncertain and is beyond the Company’s control, and which constitute forward looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Israeli Securities Law, 5728-1968). Many of the forward-looking statements contained in this presentation can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements include, but are not limited to, expectations and evaluations relating to the Company’s business targets and strategy, the success of trials and the integration of the Company’s technology in various systems and industries, the advantages of the Company’s existing and future products, timetables regarding completion of the Company’s developments and the expected commencement of production, sales and distribution of the Company’s products and technology, the Company’s intentions in relation to various industries, the Company’s intentions in relation to the creation of collaborations and engagements in licensing agreements, production and distribution in various countries, and other statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to of various factors, including, but not limited to: our expectations regarding general market conditions, including as a result of the COVID-19 pandemic and other global economic trends; changes in consumer tastes and preferences; fluctuations in inflation, interest rate and exchange rates in the global economic environment over the world; the availability of qualified personnel and the ability to retain such personnel; changes in commodity costs, labor, distribution and other operating costs; our ability to implement our growth strategy; changes in government regulation and tax matters; other factors that may affect our financial condition, liquidity and results of operations; general economic, political, demographic and business conditions in Israel; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; and other risk factors discussed under “Risk Factors” in our annual report on Form 20-F filed with the SEC on March 1, 2023 (our “Annual Report"). The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. These statements are only estimates based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in our Annual Report. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, to conform these statements to actual results or to changes in our expectations. In addition, the presentation includes data published by various bodies, and data provided to the Company in the framework of cooperation engagements, concerning the industry, competitive position and the markets in which the Company operates, whose content was not independently verified by the Company, such that the Company is not responsible for the accuracy or completeness of such date or whether the data is up-to-date, and Company takes no responsibility for any reliance on the data. Management estimates contained in this presentation are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from the Company's internal research, and are based on assumptions made by the Company upon reviewing such data, and the Company's experience in, and knowledge of, such industry and markets, which the Company believes to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which the Company operates and the Company's future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by the Company. Industry publications, research, surveys and studies generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this presentation. In addition to various operational metrics and financial measures in accordance with accounting principles generally accepted under International Financial Reporting Standards, or IFRS, this presentation contains Adjusted EBITDA, a non-IFRS financial measure, as a measure to evaluate our past results and future prospects. Please refer to the Appendix for a definition of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to net income (loss). The Company does not confirm or undertake that the information appearing in this presentation is complete or accurate. The Company, its employees, officers and its shareholders will not be responsible for damages and/or losses which may arise as a result of the use of the information contained in this presentation. The Company is not responsible for any changes to the economic, financial or legal situation relating to the Company and its business. The Company does not undertake to update and/or change forecasts and/or evaluations included in the presentation in order that they will reflect events and/or circumstances which apply after the date of the presentation’s preparations. No persons have been authorized to make any representations regarding the information contained in this presentation, and if given or made, such representations should not be considered as authorized. The content of this presentation does not bind the Company or its managers and they have the right to change any item described in the presentation relating to the Company, at their sole discretion. The Company and its licensors have proprietary rights to trademarks used in this Presentation. Solely for convenience, trademarks and trade names referred to in this Presentation may appear without the “®” or “™” symbols, but the lack of such references is not intended to indicate, in any way, that the Company will not assert, to the fullest extent possible under applicable law, its rights or the rights of the applicable licensor to these trademarks and trade names. This Presentation also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners and are used for reference purposes only. Such use of other parties’ trademarks, trade names or service marks should not be construed to imply, a relationship with, or an endorsement or sponsorship of the Company by any other party.
Yair Nechmad CEO and Co-Founder Sagit Manor CFO Today’s Speakers
Transaction Details Enterprise Value of $36.5 million on a cash-free debt-free basis Deferred revenue of $2 million to be treated as a reduction to the deferred portion of purchase price Purchase for 100% of the company: (~$20M) in cash at closing and the remainder (determined based on financial performance) paid over 3 years in either cash or equity as determined by Nayax Initial payment funded with committed bank financing Financial Profile Given the targeted closing of Q4 2023, there is no anticipated material impact on Nayax 2023 revenue or Adjusted EBITDA FY 2022 for Retail Pro: Adj. Revenue(1) of ~$14 million Gross margin of ~80% Adj. EBITDA(1) margin of 27% Synergies Opportunities to deliver both revenue and cost synergies Immediately accretive to net income Timing and Approval Anticipated to close in Q4 2023, subject to customary closing conditions No government approvals are expected to be needed Both company’s Board of Directors have approved the transaction Key Transaction Highlights Retail Pro International Adjusted for non-recurring marketing incentives and specific expense accruals. See reconciliation in the Appendix. Retail Pro’s 2022 financials are unaudited, but will be audited prior to closing. Management does not expect material changes from the financials presented.
Strategic Highlights
Combines Powerful Retail POS & Payments Platform for Global Commerce Complementary and Powerful Combination Larger Total Addressable Market Accelerates global expansion of Attended Retail Vast distribution network of over 80+ partner resellers Significant scale: 9,000+ Retail customers representing 56k+ stores with 150K+ licensed POS lanes in over 100 countries Opportunities for revenue and cost synergies Shared strategy and vision Solid top line growth and strong profitability High recurring revenues Diverse revenue sources Strategic Rationale Combined solution using embedded payment answers wider retail market Larger take rate with enhanced complimentary solution Expansion opportunities across geographies and customer segmentation Retail POS Global, Attractive Financial Profile Global, Integrated Payments
Retail Pro International At-A-Glance Retail Pro International Retail Pro has a 30+ year brand history as a global leader in retail Point of Sale (“POS”) software that management believes is recognized world-wide as a market leader for its rich functionality, multi-national capabilities, and unparalleled flexibility. Retail Pro offers an innovative retail software solution to help retailers not only accept payments but also optimize business operations and transform their customer experience with deep insights from integrated data. Integrated Retail Technology Platform Intuitive POS software, customizable for on-brand UI and supported by robust APIs Deep store management functionality including store operations, back office and inventory management Comprehensive integrated data analytics, and robust pricing and promotions One software solution to support all channels and devices Extensive Partner Ecosystem Retail Pro has built deep relationships with partners across the globe and a successful go-to-market strategy that enables their global footprint without sacrificing critical product localization standards. 80+ Channel Partners 25+ Development Partners 20+ Alliance Partners 56K+ Stores ~$2.5Bn 2022 Annual Payments Processed ~31M 2022 Annual Transactions Successful Global Footprint 100+ Countries 9,000+ Customers 150K+ Licensed POS Lanes
Retail Pro Full Product Suite For Every Retailer’s Needs Single Point of Truth for Inventory, Operations, and Customers Point of Sale Store Operations Merchandising Inventory Management Customer Management Customer Loyalty Customer Intelligence Performance and KPI Reporting Clienteling International Compliance
Data-Driven Operations End-to-end visibility of data Connected retail data Real-time communications Centralized control Brands Optimize Customer Experiences and Operations With Retail Pro Retail Pro Robust Retail Platform End to End Integration Hundreds of ready-made integrations and plugins Ability to develop specific integrations and API connectivity Premium Customer Experience Deep customer history Personalized marketing Customized engagement Integrated insights Efficient Checkout Customizable POS workflow Flexible print and email receipts Comprehensive sales, orders and returns Advanced Store Management Minimize stockouts and overstock Automated replenishment KPIs and flexible reporting Purchasing, receiving and transfers Connected System Back-office applications In-depth reporting and analytics Complex promotions
Combined Nayax and Retail Pro Go-To-Market Post Acquisition Collaboration as a combined business will enhance and diversify RPI's offerings Expending RPI’s distributors’ addressable market with Nayax’s different lines of product Joint Offering for Retail Pro’s Global Partners Easy to use, seamless solution for enterprise and SMBs. VAS for retails including a marketing, loyalty and data platform. Complete Solution for Retailer of all Sizes Transforming Retail Pro's self-checkout expertise and comprehensive solution. Formalizing an omnichannel experience with integrated payment options across all channels. Enhancing the Product Offering Expending to diverse verticals A commitment to widening RPI market footprint Providing a full solution for customers with multiple verticals such as hospitality, C-Store and more Expansion into New Verticals Offerings will be made available through the distribution channels of both collaborating parties. Maximizing reach and accessibility. Expanding Distribution Channels
Transaction Aligns with Nayax’s Existing Growth Strategy Strategy for Sustained Long-term Growth Retain and grow with existing customers Win new large enterprise and SME customers globally Continue to innovate and develop new solutions Continue to expand internationally Enter emerging, high-growth verticals Pursue targeted and strategic M&A Expands global customer base Presence in new high-growth regions and verticals Expands M&A scope
Four Pillars of Nayax's M&A and Investment Strategy Synergies from consolidation Direct access to strategic customers Regional efficiency Accretive tuck-in technologies Synergies from integration Accelerating growth engines Commercial growth Guaranteed long-term contracts Co-development New regions / expansion within existing regions New customer lists Expansion of product reach Built around profitable and strategic growth Channels Technology Strategic Minority Investment Geography
"One Nayax" Strategy Accelerates Execution of Growth Strategy "One Nayax” Embedded payment solution Embedded payment solution Embedded financing solution Embedded payment solution Converting loyalty assets to currency Embedded payment solution Omni channel marketing platform New Innovative platform for Family Entertainment Centers and amusement Attended Retail Electric vehicle platform
Financial Overview
Supports Nayax’s Financial Profile Retail Pro adds a diverse technology provider with attractive growth, profitability and cash flow generation at scale License to full-product suite “Long-Term Stickiness” Expertise on critical project implementation to optimize performance and efficiency Subscription for new features, software maintenance, updates and support 72% Recurring Revenue Transaction volume in partnership with US payment processor Professional Services and other $1,409 Multiple Layers of Value Creation Retail Pro Stand-Alone FY22 Revenue Total Adj. Revenue(1) $14,041 License $2,553 Subscription $7,870 Processing Revenue $2,209 (1) Adjusted to exclude non-recurring marketing incentives. See reconciliation in the Appendix. Retail Pro’s 2022 financials are unaudited, but will be audited prior to closing. Management does not expect material changes from the financials presented.
Revenue Mix (2) (1) Geographies are based on unaudited FY 2022 billings. Retail Pro’s customers are split between apparel, accessories, footwear, cosmetics, sportswear, and misc. (2) Derived from page 15 adjusted revenues. Adjusted to exclude non-recurring marketing incentives. See reconciliation in the Appendix. Retail Pro’s 2022 financials are unaudited, but will be audited prior to closing. Management does not expect material changes from the financials presented. Subscription includes revenue derived from software maintenance, updates and support services. Professional services and other revenue are mainly fees generated for performing value-added services, including consulting, training and implementation projects. Processing revenue is derived from an existing revenue share agreement with a US payment processor. Retail Pro Stand-Alone Fiscal Year 2022 Diverse Business and Revenue Mix Geographies (1) Africa & Middle East Europe US & Canada Latin America License Professional Services and Other Subscription Processing Revenue
Appendix
GAAP to Non-GAAP The following is a reconciliation of loss for the period, the most directly comparable IFRS financial measure, to Adjusted EBITDA for each of the periods indicated. Retail Pro Stand-Alone Financials (U.S. dollars in thousands) FY 2022 Reported Revenue 14,656 Non-Recurring Marketing Incentive (615) Adjusted Revenue 14,041 Reported EBITDA 4,269 Non-Recurring Marketing Incentive (615) Expense Accrual Adjustment 116 Adjusted EBITDA 3,770 (1) Reconciliation based on US-GAAP. Management does not believe that conversion from US-GAAP to IFRS will result in material differences. Retail Pro’s 2022 financials are unaudited, but will be audited prior to closing. Management does not expect material changes from the financials presented.
Thank you! IR Contact: Virginea Stuart Gibson VP, Investor Relations virgineas@nayax.com Website: ir@nayax.com