Well, thank you, and hi, and welcome to our investor briefing this morning covering today's announcement of Xero's acquisition of Planday. As you know, I'm Steve Vamos, the CEO of Xero, and I'm joined here in Wellington by our CFO, Kirsty Godfrey-Billy. I just wanted to start the call by just providing some introductory comments. Then, of course, we'll move to your questions. I also wanted to just let you know that today there won't be a discussion of our FY 2021 performance, which we will obviously look forward to presenting to you on the 13th of May. Let me begin. First of all, I have to say we are really excited to announce today that Xero is acquiring Planday, a workforce management platform that is going to help us deliver on our purpose to make life better for people in small businesses, their advisors, and communities around the world.
The transaction is also an important step in the execution of our strategic priority, which is to grow our small business platform and, in particular, further extend Xero's capabilities into small business needs that go beyond accounting and compliance. The Planday platform provides a place where employers and their employees can communicate easily, collaborate on scheduling, track time and attendance, and, as a result, manage payroll and other labor-related compliance needs more efficiently. Planday is led by their CEO, Christian Brøndum, and Planday is headquartered in Copenhagen, Denmark, and operates with a team of just under 200 people who we are very excited to welcome to Xero post-completion of this transaction later this year. As a fully cloud-based technology company that offers significant flexibility and self-service functionality for small businesses and their employees, they deliver that through a mobile application that is available in 14 languages.
All of that says we believe that Planday is a very strong fit with Xero. Planday helps customers deal with the increasing compliance requirements they have to be concerned about and to support more flexible forms of work. To finish, I'll just briefly cover the transaction's headline financials. Xero will be paying a total consideration of EUR 183.5 million for 100% of Planday, comprising an upfront payment of EUR 155.7 million and a subsequent earn-out payment of up to EUR 27.8 million. The transaction is expected to complete in the first quarter of Xero's FY 2022, which starts on the 1st of April 2021, and is expected to contribute around 3 percentage points of additional operating revenue growth in FY 2022 for Xero. With that, I'm really happy to move to your questions.
I just did want to say up front, we've got a pretty big day today, so we've got around 30 minutes for your questions, and I look forward to hearing from you and doing the best we can to address those things on your mind. On that note, moderator, could you please put through the first question?
Thank you. Your first question comes from Lucy Hoang from Bank of America. Please go ahead.
Good morning, Steve and Kirsty. Thanks for taking questions and for the great news on the acquisition today. I have three. Firstly, are you able to shed some light around your thinking around the integration of Planday with the core Xero platform? Over time, are we likely to see it, let's say, bundled into the core product similar to Hubdoc, or do you think it'll be sold separately? In terms of the product itself, would you look to integrate it natively into Xero over time? That's the first question. The second one is, can you give us a sense as to how fast Planday has been growing over the last couple of years? Just want to get a sense of the cadence of growth. Just thirdly, what do you see as the immediate addressable market for Planday?
I guess how many employees do you have on the Xero platform, maybe in the payroll business, that we can try and use to kind of estimate the addressable market? Thank you.
Thanks, Lucy. Appreciate the question. Just starting off on the first part of your question. Clearly, today's a big day. We're making the announcement. Post-completion, we'll be talking a lot more about how we go to market and the opportunities that we see to serve our customers. We're clearly very interested in Planday continuing to grow its business and acquire customers as well as it possibly can. We also know there's an opportunity to make sure that we make these services and solutions available to very small businesses that have a fewer number of employees, for that reason, the opportunity to make the acquisition process and the implementation process as seamless and easy as possible is definitely something that we'll look at as we go forward.
Planday is a growth business and has a strong track record of growth over the years and continues to have very much a growth mindset, as it should when you consider the last part of your question around the addressable market, where the most significant thing I think I can say is that the opportunity is very large, and if you look at the current level of penetration of these solutions in this whole area of workforce planning, time scheduling, and attendance, there's an enormous opportunity there for Planday and others in that segment. Thanks for the question.
Wonderful. Thank you.
Thank you. Your next question comes from Rohan Sundram with MST Financial. Please go ahead.
Hi, Steve and Kirsty. Just to follow up, and you may have touched on this, is there an intention or an opportunity to expand Planday into Australia? Is there actually much out there at the moment in terms of that offering, or is it just a very different market to Europe?
Rohan, thanks for the question. Yeah, look, there's definitely an opportunity for us to bring Planday to customers in the markets that Xero operates. That's something that, again, we'll be working through and letting you know more about in the future. This is an area, like cloud accounting, where there are a number of players already in the market who are doing a nice job. There's a tremendous amount of opportunity still there available to everyone who has an aspiration to help small businesses. Yeah, there are some very good companies in this space. There's a long way to go before any organization can say that the opportunity has been capitalized on. Small businesses are there and very deserving of a lot more support and focus in the area of these kinds of applications that help them operate their businesses more effectively.
Okay.
Thanks, Rohan.
No, that's all right. Just one more. Will Planday be able to be integrated into the Xero API, so can an SME just seamlessly log in to integrate between the two?
Yeah. Well, they are an app ecosystem partner in the U.K., and there's definitely the opportunity for them to expand that in terms of their connection to Xero elsewhere.
All right. Thank you, Steve.
Thank you. Your next question comes from Siraj Ahmed with Citi. Please go ahead.
Thanks. Steve, I just have two questions. Just following on from Rohan's question on international expansion, can you provide some timeline for that, how we should think about Planday coming to Australia and New Zealand, and so on?
Hi, Siraj. Look, today, as I said, we're really focused on letting everyone know about the acquisition. We've still got a bit of time between now and when we're complete, and post that, we'll talk more about our go-to-market plans and have more information for you along those lines.
Sure. Steve, just on the addressable market and penetration rate, just based on your data for your customer base that you know of, do you have a sense of what the penetration for such solutions would be from your end?
Yeah, look, Siraj, it varies depending on the market. It also varies depending on the size of the customer. I think the best way to look at this is just to say that there is a significant opportunity because penetration of these services, as with cloud accounting, is still very much in the early stages. Like us and like many who are participating in our ecosystem and in our segment of the tech industry, we're all seeing great opportunities for growth.
Okay. Fair to assume, Steve, that it's lower than cloud accounting. It'd be a subset of cloud accounting. Would that be a fair way to think about it?
Actually, the way in which the model works is that they look at the number of employees, therefore, you could make the assumption that if we say our TAM is, let's say, for example, 25 million small businesses in the regions that we're currently in, bearing in mind this is actually extending those regions across some other geographies. You're able to assume that actually there are more employees for those businesses than the number of businesses themselves.
Got it. That's helpful. Just the last one. European-based business, it's fair to assume that their users in Denmark, et cetera, are larger. Does this accelerate your expansion to Europe in any way or help it?
Well, it's definitely fair to say that the acquisition of Planday and bringing the two businesses together do give Xero a footprint insight into new markets, new languages, and potentially new customer segments. It is quite exciting from that perspective.
Got it. Thanks, Steve. Thanks, Kirsty.
Thank you.
[inaudible]
Your next question comes from Bob Chen from JP Morgan. Please go ahead.
Hey, good morning, guys. Just a couple of questions from me. It looks like Planday's got over 250,000 employee users across Europe and the UK. Can you talk a little bit about how many of those are potentially already using Xero in some way?
It's a bit of a different question, Bob, because you're talking there about employee users versus business users. In terms of if you're trying to get some insight into the overlap between current Planday customers and Xero customers, I would say that aside from the U.K., where Planday is an app ecosystem partner, there isn't a lot of overlap today.
Okay, great. Can you just talk a little bit about the benefit of owning Planday rather than just having them on your marketplace, and also, how does this sort of ownership impact Planday's integration with some of your competitors as well?
Yeah. Look, the acquisitions we have made, Hubdoc, Waddle, and now Planday, all make their services and their software available on other accounting platforms. This is something that we are comfortable with. We appreciate that ultimately we're here to serve small businesses, and small businesses are the ones who choose what they buy and why they buy it. We're very comfortable with that. The Planday acquisition does a number of things. It does extend, very much in line with our long-term strategy, the core Xero platform. By that, what I mean is the surface area of our platform extends. Now, that's also exciting for our ecosystem partners. Planday in itself is a platform that has relationships with other software vendors on the point-of-sale side as well as on the accounting side.
It's about extending out the surface of the Xero platform, still keeping it very much open to the active ecosystem that we value tremendously and have continued to build and continue to see as a very strategic part of our business. At the same time, what it does is enrich the core of Xero to, in a sense, provide more of those aspects of what a small business needs to do every day to run its business. Let's face it, interacting with their people and the whole aspect of the employees, the cost of employment, and your staffing are all very significant aspects of running a business effectively. It's about enhancing the core of Xero and how relevant we are at the same time as extending the platform for innovation by our partners.
Okay, great. Just finally, you sort of noted that it's going to have a modest negative impact on the FY 2022 EBITDA. You sort of gave some guidance on the revenue of the business. Can you talk a little bit about the longer-term margins that you might see from this business as it sort of scales up?
Yeah. Thanks for calling out those fact points around the amount of revenue and also the EBITDA impact. I think, really, without wanting to get into specifics today, we are very excited about the opportunity of what Planday can do for Xero and also what Xero can do for Planday in the future. We see a huge opportunity, as we've spoken about it. There is a massive TAM out there in the globe for this solution. We now have the ability to be able to tap into that in the future.
All right. Thanks, guys.
Thank you.
Your next question comes from Wei Sim with Macquarie. Please go ahead.
Hi, Steve and Kirsty. Thanks for taking the time to speak to us this morning. Just two questions. The first one is just in regard to going back to that EBITDA margin guidance of slight dilution coming through on FY 2022. I'm just curious as to what kind of EBITDA margin levels we should be using as a benchmark for this FY 2022 guidance, given that our prior four-year margin was around 19%, but our first -half margin was around 30%-odd on the EBITDA side. What is that slight dilution being benchmarked to? That's the first question.
Thanks very much, Wei. As we spoke for half an hour, this has been an exceptionally different year for Xero because of COVID. Therefore, if you go back to pre-COVID times, we're very much looking to ensure that we're investing the money that we make back into the business to ensure that we're able to continue the growth that we see the opportunity for in the future. Therefore, when we make the statement around the modest impact, we are therefore just sort of basically saying that rather than being a profitable addition to Xero Limited, it will have a modest negative impact on that EBITDA. We're not making any reference to the specifics of the EBITDA margins behind it. We're talking about the impact of adding Planday into the Xero family.
I see. Should I be interpreting that as an initial integration that it will have a negative absolute EBITDA? Is that what you mean by that?
Modest negative, correct.
Okay. This is absolute, I'm talking about, not marginal.
I'm talking absolutely, as well—
Okay. Great.
...Planday.
Yeah, understood. Okay, thank you. The second question that I had was just in regards to the earn-out. I'm just wondering, are there any details that you can give as to what this is based on?
Yeah. At the moment, we can give you the information that the earn-out is based on product development and revenue milestones. That will be paid out on up to about 50% of the shares, with the remainder being cash.
Okay. No specifics on the milestones at this point in time?
No.
Okay, great. Thank you very much.
Thank you.
Thanks, Wei.
Your next question comes from Paul Mason with E&P. Please go ahead.
Hi, guys. Just one from me about the business model for Planday. Just wanted to make sure I understood. They bill per user, could you maybe explain a bit more? Is the user one of most employees within a business? Would it be typically a subset of the employees within a business? I'm just noting it looks like some customers might use the mobile app as well, which is meant to be for everyone, and some won't. If you can, maybe, yeah, what typically happens with their customers is it's all the employees, or?
Yeah, I think because there is actually more than the T&A solution within Planday, therefore, in addition to those that are being rostered or have scheduled shifts, are casual, or are temporary staff, it is actually used, for example, to be a good communication tool between the business and the employee base. Therefore, you can assume that there is a very high level of penetration in each of the organizations that they do have as customers at the current time.
Okay. Sorry, one other one. Just in terms of the plans, because there is an enterprise category in their plans as well, could you maybe give any color on the skew between small businesses and larger businesses that wouldn't typically be the Xero customer base?
Yeah. I suppose the skew is very much that there is only a very small percentage that are in that very large enterprise space. There is a good connection across the Planday customer profile in that sort of zero -50 employee range. There are very good synergies for us in that space.
Yeah, I think just to add to that. Yeah, a large bulk of their business is in that 50 or fewer employee category. I think one of the interesting things about their business is that when they talk enterprise, it's also in the context of extended enterprise, which means you have customers of Planday that have multiple sites with varying levels of employee numbers. In a sense, it's kind of an SMB within an enterprise more so than an enterprise in the more traditional context.
All right. Thanks a lot. That's it from me.
Thanks.
Thanks, Paul.
Your next question comes from Gareth James with Morningstar. Please go ahead.
Oh, hi, guys. Just three questions from me, please. Firstly, could I just clarify the proportion of the 350,000 employee customers that are in the U.K.? Secondly, I think on the Planday website, they talk about having 180 employees. Is there a lot of overlap there with Xero's existing operations? Do you expect that employee number to fall, or will you be growing that going forward? Thirdly, if you can elaborate on the main motivations for Xero's decision to buy rather than build in this case, please.
Okay. Thank you, Gareth. Firstly, for the 180 employees, our expectation is that, like Xero, Planday is a growth business. We're looking to invest and grow and make sure that we extend what Planday offers to more customers. In terms of percentage of the U.K., I'm not going to break it out today explicitly, but it is an important part of their business as it stands today. The most significant markets they are in really do cover Denmark, Sweden, Norway, and the U.K., but they've got a presence elsewhere as well. Anna, could you just help me?
[inaudible]
Oh, yeah. Okay.
Look, I think that that's a very important decision process that we go through, and it really comes down to where we allocate our resources. A lot of our focus has to be to distribute our resources most effectively across the various aspects of growth that are there ahead of us, and we have growth opportunities that are significant. You have to look , then, at the mix of organic versus acquisition and partnering as well in looking at that.
When we look at this particular opportunity or this area of our business, which is really about growing the platform, similar to the decision we made to acquire Waddle, we believe that the best path forward for us in terms of all things considered is to go down the acquisition path at this time in this particular area of opportunity for extending Xero into more important, relevant, meaningful aspects of what small businesses are concerned about. There are a lot of factors that go into it. I'm not saying it's very simple to talk about as a general statement, but it really is a trade-off of all those things. What are the things you're trying to build organically? What are the opportunities that can be supported inorganically? Making the best judgment in that context.
Okay, thanks.
Your next question is a follow-up from Siraj Ahmed with Citi. Please go ahead.
Just two questions. Steve, keen to understand, you did mention one of the things that excites you is that Planday can help you with entering new verticals or make you stronger. Can you just expand on that? Maybe just give us an example of what Planday helps you with.
Sorry, can you just say I'm entering you? I missed that on the call.
Into new verticals. You're saying that strengthens your position in some new verticals?
No, look, I think, Siraj, what I meant was I talked more about new geographies and potentially new customer segments. In that, verticals definitely come to play. I think T&A certainly has a very strong alignment with those industries and those sectors where you have rostered or shift work. That's hospitality and healthcare, and there are plenty of other sectors. In a generic sense, because it's not so much an industry application, it's more an application that serves our customers based on the style of employment and workforce that they engage. I wouldn't so much focus on it as a vertical solution as I would on a solution that is there to address the number of industry sectors that do employ rostered staff that work different shifts.
Yeah, sorry, I was referring to customer segments. Which customer segments would it actually open up for you, for Xero specifically?
Well, if you look at what Planday does today, it serves customers that have quite a high number of employees, potentially. There's an opportunity there for them to continue to do that in what they call enterprise, which I tried to clarify is really more about the extended enterprise. It's organizations that are large, but are large in the context of operating a number of smaller sites across whatever market they operate in, whatever geography they operate in.
Got it. Thanks. Just one quick thing. Kirsty, just clarifying your EBITDA comment. If you exclude transaction integration, it sounds like Planday is profitable. Would that be fair?
We're talking in sort of rounding, but we've said that it will have a modest negative impact. If our integration costs are modest or slightly smaller than modest, it would be around that sort of area.
Got it. All right. Thanks.
Thank you. Once again, if you wish to ask a question, please press star one on your telephone and wait for your name to be announced.
We might wait for maybe one last question, if that is to be asked. Okay. Well, look, thank you. Really appreciate you attending today and your interest in Xero. As you know, Toby and our IR team are available to you and really happy to take any further questions that you might have. Thanks very much for attending, and I look forward to reconnecting with you all for sure in May and wish you all the best.