6-K
Nayax Ltd. (NYAX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2024
Commission file number: 001-41491
NAYAX LTD.
(Translation of registrant’s name into English)
Arik Einstein Street, Bldg. B, 1st Floor
Herzliya 4659071, Israel
(Address of principal executive offices)
_____________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On November 12, 2024, Nayax Ltd. posted on its website a corporate presentation titled “Nayax Q3 2024 Earnings Presentation”. A copy of the corporate presentation is furnished as Exhibit 99.1 hereto.
The information in this Form 6-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
EXHIBIT INDEX
The following exhibit is furnished as part of this Form 6-K:
| Exhibit | Description |
|---|---|
| 99.1 | Corporate Presentation titled “Nayax Q3 2024 Earnings<br> Presentation”, dated November 12, 2024. |
| --- | --- |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NAYAX LTD. | |
|---|---|
| By: | /s/ Gal Omer |
| Name: Gal Omer | |
| Title: Chief Legal<br> Officer |
Date: November 12, 2024
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Exhibit 99.1
Nayax Q3 2024 Earnings Presentation Nov 12, 2024
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, including ongoing military conflicts in the region; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; factors relating to the acquisition of Retail Pro International ("Retail Pro"), including but not limited to the financing for and payment of the acquisition and our ability to effectively and efficiently integrate the acquired business into our existing business; and other risk factors discussed under “Risk Factors” in our annual report on Form 20-F filed with the SEC on February 28, 2024 (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). Unless noted otherwise, the financial information of the Company included in this presentation for Q4 2023 or any later period includes figures from Retail Pro. Unless noted otherwise, the financial information of the Company included in this presentation for the Q2 2024 or any later period includes figures from Roseman Engineering LTD ,Roseman Holdings (1985) LTD and Vmtecnologia LTDA. The Company does not provide a reconciliation of forward-looking Adjusted EBITDA to IFRS net income (loss), due to the inherent difficulty in forecasting, and quantifying certain amounts that are necessary for such reconciliation, in particular, because special items such as, finance expenses and Issuance and acquisition costs, used to calculate projected net income (loss) vary dramatically based on actual events. Therefore, the Company is not able to forecast on an IFRS basis with reasonable certainty all deductions needed in order to provide an IFRS calculation of projected net income (loss) at this time. The amount of these deductions may be material, and therefore could result in projected IFRS net income (loss) being materially less than projected Adjusted EBITDA (non-IFRS). 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.
Sagit Manor CFO Yair Nechmad CEO & Co-Founder Today’s Presenters
Company Overview
Company Overview No. of Employees 1,100+ Payment Methods 80+ Currencies 50+ Global offices 11 Countries with devices 120+ Markets with distributors 80+
Nayax (Nasdaq & TASE: NYAX) Q3-24 at a Glance Managed & connected devices 1.23M Sep. 2023: 874K ▲40% End customers 91k Sep. 2023: 60k ▲52% Gross Margins 45.7% Sep. 2023: 38.1% Adj. EBITDA(1) $11.1M Sep. 2023: $3.5M ▲217% Transactions value processed $1.3B Sep. 2023: 989M ▲32% Revenue $83M Sep. 2023: $60M ▲38% YOY Recurring Revenues 49% Revenue churn (2) 2.8% Dollar-basednet retention rate 130% Scale Financials Growth (1) Adjusted EBITDA is a non-IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to the most directly comparable IFRS measure. (2) Revenue Churn is a non-IFRS financial measure. Please refer to the Appendix for a definition of Revenue Churn.
Retaining and Growing Customers YoY Dollar-Based Net Retention Rate (1) YoY Revenue Churn Rate (2) Net retention rate based on SaaS revenue and payment processing fees The percentage of revenue lost as a result of customers leaving our platform in the last 12 months.
Bringing a Global Solution to the Local Market Low Customer Concentration Global Revenue Diversification
Vending Office Coffee Service Car Wash Special Retail Laundry Micro Markets Kiddie & Amusement Rides Massage Chair Family Entertainment Centers Amusement Hotels and Hospitality Beauty Professionals Food Truck Cafeterias and Canteens Food Events and Catering Transportation EV Charging Parking Forecourt Fuel 9 Bringing Scaled Solutions to Large TAM
Nayax Solves Multi-Dimensional Challenges Across the Ecosystem 10 Omni-Channel Unattended In-store Mobile Online Consumers Multiple Payment Methods: Schemes, Global Acquirers, Alternative Payment Methods, Digital Wallets Multiple Payment Currencies Loyalty & Consumer Engagement Back Office / Operations Data Analytics / Management Reporting Accounting Inventory Analytics Cash flow management Business trend Retailers
Cashless Payments Global acceptance of local payment options Driving Growth with One Complete Solution for all Retailers 11 Integrated POS Multiple POS options VPOS Touch Nova Market Actionable Management Platform Manage everything for every retailers’ needs Loyalty & Marketing Loyalty out of the box Finance Financing, payout and banking capabilities Multiple unattended retail verticals Automated & Self Service Complete electric vehicle charging & payment solutions Energy & Mobility Robust solution for numerous retail verticals Hospitality & Retail
Recent Key Business Highlights Smart cart integration with Cust2Mate Nayax and A2Z Cust2Mate Solutions Corp. have announced a strategic partnership to integrate Nayax’s automated self-service mobile payment system with A2Z Cust2Mate’s cart platform for smart retail stores. This collaboration will enable customers to complete their shopping journey directly from their smart cart, eliminating the need for checkout lines, with a seamless “pick-and-go” experience. Launch of Energy EV Kiosk Nayax has launched the Nayax Energy EV Kiosk, a payment processing solution for electric vehicle (EV) charging stations. This kiosk allows drivers to have a seamless and fast payment experience while charging their vehicles using credit cards, debit cards, or mobile wallets without needing individual payment devices on each charger. It is part of Nayax Energy’s broader offerings for various locations, such as parking garages, gas stations, and shopping centers. Strategically Partnered with Adyen Globally This partnership introduces the world’s first global omnichannel payment service provider solution for EV charging, integrating Nayax’s payment and loyalty platform into Adyen’s international platform. Additionally, this global partnership enables Nayax to expand into new regions, such as Latin America and APAC, while reducing operational costs.
Organic Growth Strategy for Sustained Long-term Profitable Growth Continue To Expand Internationally Enter Emerging, High-Growth Verticals Retain And Grow With Existing Customers Continue To Innovate & Develop New Solutions Win New Large Enterprise and SMB Customers Globally 130% Dollar-Based Net Retention RateIn Q3 24 EV Charging Parking Mass Transit Geographic areas of interest include LATAM and APAC 3rd Party Integrations Age-verification Deferred Online Continued Execution on Strategic Growth Plan While Remaining Focused on Balancing Top Line Growth
Inorganic Growth: Three Pillars of M&A Adding key technologies to the platform to accelerate development in key strategic verticals Focus on "tuck-in" M&As with synergistic technologies Technological Upgrade Leveraging Channels Geographic Expansion A focus on strategically leveraging channel Acquires distributors and payment solution providers to bring the capabilities in-house VendCheck Accelerates entry into new markets
Financial Overview
Complete End-To-End Solution Locks in Customers to Secure Solid Recurring Revenue “Customer Lock In” VPOS Touch All-in-one cashless card reader and telemetry device Purchase fee per sold connected POS Onyx VPOS Media Nova Market Competitive Price to Attract Customers 1. Hardware Recurring Revenue 2. SaaS 3. Processing Fee 72% Recurring Revenue 2.75% Payment Take Rate(1) 130% Dollar Based Net Retention Rate SaaS management system for enhanced business optimization and customer satisfaction Monthly subscription fee (SaaS) per connected POS Global, localized cashless payment acceptance for maximized conversion Full payment suite – EMV Payments, Prepaid System, Payments I API APMs |Licensed financial institution Processing fee as % of transaction volume (1) Fee charged per payment transaction.
Strong Revenue Growth ($m) Highlights Q3 revenue grew 38% YoY Benefited from faster growing recurring revenues, growth in sold units and contribution from our recent Vmtecnologia, Roseman and Retail Pro acquisitions. Highlights Q3 Recurring revenues grew 49% YoY Continued strong growth in payment processing fees up 44% YoY; SaaS revenue grew 57% YoY, including contribution from our recent Vmtecnologia and Retail Pro acquisitions. High Recurring Revenues ($m) Our Business Model is Working 38% CAGR 41% 49% CAGR 46%
Gross Profit ($m) Highlights Q3 gross profit grew 65% YoY Significant reduction in processing costs and improvement in HW gross margin reflecting the positive impact of strategic efforts to enhance operational efficiencies and streamline our supply chain in recent quarters. Highlights Q3 recurring gross profit 59% YoY Significant reduction in processing costs improving our overall recurring gross margin. Recurring Gross Profit ($m) Significant Improvements In Gross Margin 65% CAGR 35% 40.4% 34.6% 37.5% 38.1% 45.7% 56.7% 51.5% 47.9% 46.9% 50.1% 59% CAGR 34%
R&D Expense ($m) (1) Highlights Q3 R&D grew 27% YoY Primarily due to investment in talent acquisitions as well as additional costs related to our recent VMtecnologia and Roseman acquisitions. Highlights Q3 SG&A grew 48% YoY Reflects investment in talent acquisition, customer base expansion, and higher go-to-market expenses as well as additional costs related to our recent VMtecnologia and Roseman acquisitions. SG&A Expense ($m) (1) Moderating Expenses & Higher Operating Efficiencies 27% (1) Excluding share-based compensation and Amortization 48% (1) Excluding share-based compensation and Amortization
Adjusted EBITDA ($m) (1) Highlights Q3 Adj. EBITDA grew strongly 217% YoY Positive $11.1 million in Q3 2024, a marked improvement of $7.6 million from Q3 2023. This impressive growth demonstrates our ability to drive profitable expansion while improving margins, managing costs, and strategically investing in growth opportunities. 217% (1) Adjusted EBITDA is a non-IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to the most directly comparable IFRS measure. Improved Profitability From Margins Expansion And Higher Operating Efficiencies
Number of Customers (thousands) Q3 2024 reflects momentum in customer base expansion, with YoY growth of 52%, across all geographies Significant increase in customer base with high net retention rate at 130% and low churn rate at 2.8% Highlights Reached another record number of nearly 1,230,000 managed and connected devices across all geographies Grew by 40% YoY Consistent Track Record Of Expanding Footprint Number of Managed and Connected Devices (thousands) Highlights 52% CAGR 56% 40% CAGR 42%
Transaction value ($m) Highlights 32% Growth in Q3 2024 YoY Growth across all geographies driven by trends in consumer behavior and increased transactions processed Highlights 29% Growth in Q3 2024 YoY Growth across all geographies with strong customer expansion as well as shift in customer behavior toward cashless payments Number of Transactions (millions) Global Cashless Payment Trends Driving Transactions 32% CAGR 60% 29% CAGR 52%
2024 Outlook(1) Revenue expectations Metric FY 2024 Revenue growth YoY Hardware margins Adjusted EBITDA (Expected to be at higher end of the range) Free Cash Flow $315m - $320m 35% at Mid-Point Above 30% $30m - $35m Positive Guidance Assumptions Customer demand continues to be strong Assumes no material changes in macroeconomic conditions The Company does not provide a reconciliation of forward-looking adjusted EBITDA to IFRS net income (loss) due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, in particular, because special items such as finance expenses and Issuance and acquisition costs used to calculate projected net income (loss) vary dramatically based on actual events. Therefore, the Company is not able to forecast on an IFRS basis with reasonable certainty all deductions needed in order to provide an IFRS calculation of projected net income (loss) at this time. The amount of these deductions may be material, and therefore could result in projected IFRS net income (loss) being materially less than projected adjusted EBITDA (non-IFRS).
Mid-Term and Long-Term Outlook (1) Mid-Term Outlook Revenue Growth Growth Drivers Revenue Growth Gross Margins Adjusted EBITDA Reaffirming mid-term outlook of 35% annual growth, driven by organic growth initiatives and strategic M&A. Customer growth, market penetration, continued expansion of our integrated payments platform as well as our growth engines. Reaffirming long-term outlook of 35% annual growth, driven by organic growth initiatives and strategic M&A. Target of 50%. Main drivers: New strategic growth initiatives, more rental and leasing options, loyalty products, and embedded finance solutions. Target of 30% Looking ahead, we remain excited about our strong long-term growth drivers and the large market opportunities ahead of us. Our durable business model is demonstrated by our diverse customers, verticals and geographies. With strong secular tailwinds and with our high net revenue retention rate, we believe we have a clear opportunity to drive revenue growth in the future. Long-Term Outlook The Company does not provide a reconciliation of forward-looking adjusted EBITDA to IFRS net income (loss) due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, in particular, because special items such as finance expenses and Issuance and acquisition costs used to calculate projected net income (loss) vary dramatically based on actual events. Therefore, the Company is not able to forecast on an IFRS basis with reasonable certainty all deductions needed in order to provide an IFRS calculation of projected net income (loss) at this time. The amount of these deductions may be material, and therefore could result in projected IFRS net income (loss) being materially less than projected adjusted EBITDA (non-IFRS). 2025 Preliminary Outlook Adjusted EBITDA At least 15%
Appendix
Depreciation and Amortization ($m) Highlights Q3 D&A grew 84% YoY Increase in Q3 2024 YoY primarily due to investment in automation as well as PPA amortization. Highlights 49% Increase YOY in Q2 2024 Primarily due to an increase in capitalized development expenditure and VMtecnologia rental equipment Capex ($m) Higher Operating Efficiencies 84% 49%
IFRS to Non-IFRS Reconciliation Net Profit/Loss for the period Quarter ended as of (U.S. dollars in thousands) Other compensation arrangements provided to the shareholders of the acquiree in conjunction with a business combination Share of loss of equity method investee is related to our 2021 investment in Tigapo Finance expense, net Income tax expense Depreciation and amortization EBITDA Expenses in respect of share-based compensation Expenses in respect of long-term employee benefits (1) Share of loss of equity method investee (2) ADJUSTED EBITDA Sep 30, 2024 Sep 30, 2023 692 (3,094) 329 1,237 431 384 5,934 3,219 7,386 1,746 2,997 1,279 338 - 347 503 11,068 3,528
Key Definitions Devices that are operated by our customers. Managed & Connected Customers that contributed to Nayax revenue in the last 12 months. End Customers SAAS revenue and payment processing fees. Recurring Revenue The percentage of revenue lost as a result of customers leaving our platform in the last 12 months. Revenue Churn Revenue generated within a given cohort over the years presented. Each cohort represents customers from whom we received revenue for the first time, in a given year. Existing Customer Expansion Net cash provided from operating activities minus capitalized development costs and acquisition of property and equipment Free Cash Flow Measured as a percentage of Recurring Revenue from returning customers in a given period as compared to the Recurring Revenue from such customers in the prior period, which reflects the increase in revenue and the rate of losses from customer churn. Dollar-based net retention rate Nayax presents constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. Future expected results for transactions in currencies other than United States dollars are converted into United States dollars using the exchange rates in effect in the last month of the reporting period. Nayax provides this financial information to aid investors in better understanding our performance. These constant currency financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with IFRS. Constant Currency Adjusted EBITDA is a non-IFRS financial measure that we define as profit or loss for the period plus finance expenses, tax expense, depreciation and amortization, share-based compensation costs, non-recurring issuance and acquisition related costs and our share in losses of associates accounted for by the equity method. Adjusted EBITDA
Thank You! IR Contact Aaron Greenberg Chief Strategy Officer IR@nayax.com Website ir.nayax.com