Good evening, everyone. We would like to thank all of you for the participation in this video conference. We're going to share details about relevant facts published by Randoncorp after the market closure and communicate the strategic partnership between Randoncorp and Patria Investments. We have a simultaneous translation to English and sign language to be shared. Audio in English, press on the button for interpretation on the bottom bar. To listen to just the translator, select the option "Mute original audio." This video conference is being recorded. The recording will be made available on our website. The investor relations, investor relation to the investor. This presentation contains forward-looking statements that are subject to risk and uncertainties. These statements are based on management's beliefs and assumptions as well as currently available information. We start with a message from Sérgio Carvalho.
Afterwards, the Vice Executive Director, Sérgio Carvalho, who signs financials with the CEO, will bring the strategy of Randoncorp and everything published today. Paulo Prignolato, our CFO, will explain the operational structure. Daniel Randon, President of Randoncorp, will bring his final message. After the presentations, we have the traditional Q&A session induced by our Director, Esteban Angeletti. Also connected with us, the other members of the Executive Committee, our team of investment relationship, and the team that we thank for presence. I would like to remember that to participate in the Q&A session, you can follow the information on the screen, indicate your participation at any moment of the event. In case we do not have time to answer all the questions live, our team will get in contact after the event. I pass the floor now to Sérgio to start the presentation.
Thank you, Caroline. Good evening, everyone. Thank you for joining us in this important announcement for our Randoncorp . I would like to start off with a recap. Is the slide being shared?
Yes, Sérgio.
Perfect. Thank you. I'd like to do a recap of the transformation journey of Randoncorp. Since we have several opportunities to talk about and we showed that to you, our company is going through accelerated growth, international expansion of our business, always transforming but seeking a greater resilience and profitability in our business, transforming ourselves into a more complete company, always offering several solutions for the automotive sector. The Mandala you see on the screen represents the five business verticals that we have very quickly. On orange, we have the OEM with trailers and trucks. On the right, in green, we have auto parts for heavy vehicles, axles, suspension, brakes, many other products.
In blue, we have our motion control or mobility with friction material products for axles, for suspension, for the powertrain system, and other activities. In green, we have our technology, advanced technology area where we have our Hercílio Randon Institute where we create our new technologies. We have our industrial automation, nanotechnology area, area for simulation and modeling, testing, laboratory, and so forth. In yellow, to the left, we have our Rands, which is financial services and digital services arm that we are going to elaborate or detail more. We have several segments: agricultural machinery, trucks, buses, trailers, industrial sector, automobile technology, logistics with customers, different customers, truck manufacturer, bus, agricultural machinery manufacturers, spare parts distributor, cargo technology companies, logistics operator. A network of customers that is wide. What we do—go back one, sorry. In our Rands, we have a transformation, a large transformation happening.
Until recently, we had our consortium or co-op payment plan that our bank that offered credit to the market. That was our main area of activity for financial services. The expansion happened and is happening in a meaningful way. We incorporated a part of insurance. We started to do startup investment. We entered vehicle rental, heavy vehicle rental business with Gerdau together with Patria Investments. We invested in service, digital service companies, software, purchasing DBS erver to control DBS erver. We also acquired Delta acting in digital services. Therefore, a transformation, a meaningful transformation, increasing the services that we offer. This vertical, Rands, this year, this last year, it achieved 6% of the revenue of Randoncorp with BRL 850 million or BRL 44 million, 28% EBITDA margin, which is quite healthy, and a total of BRL 236 million, as you can see on the screen.
Despite representing 6% of revenue, it represents 15% of the EBITDA of the company or the group. On the right, you can see that consortium or co-op payment plan is 43% financing, investment, and payments, 41% of revenue, and digital services technology representing 14.5%. Insurance and technical assistance a bit over 1%.
Our expectation in this model of growth, accelerated growth model, but also seeking in a restless way more resilience, our objective or Rands vertical should continue to grow with a speed above the other units that we have in our product portfolio. We believe that in the future, in the next years, this vertical should get 10% of our total revenue. A few years ago, 2019, this vertical represented BRL 190 million of our net revenue, and currently it's at BRL 844 million. It used to be 3%, BRL 190 million. We are at 6% with BRL 845 million, more or less.
Next one. Where is this in our strategy? You can see the slide. We shared this slide, Randoncorp, some time ago, and you can see number five, which is expansion of financial services, digital and financial services, which is linked to this talk that we're having with you today, this novelty we want to present. Okay, guys, now I pass the floor to Daniel Ely that will continue to talk about our strategy and give you more details about the transition. Ely.
thank you, Sérgio. Can you hear me well, Caroline? Just to check.
Perfect. Very clear. Great.
As Sérgio mentioned, in this strategy of growth that we're calling Rands or vertical for financial and services in Randoncorp, we are achieving expressive numbers. I would like to highlight two or three. We are the third biggest consortium or co-op payment plans for heavy vehicles in Brazil.
If we do not consider the big banks as independent, we would be number one. We have over BRL 14 billion currently, guys, in business generated with this financial solution that includes the co-op payment plans, insurance, and bank. Over 2,000 sales professionals in Brazil with 45,000 active customers. As Sérgio explained, in the last three to four year cycle, Rands grew 46% a year on average. It is an expressive growth. Keeping the profitability and its contribution margin, we see in our strategy for Randoncorp, Rands getting to the 9%-10% in our revenue share. We have another cycle ahead of us of three to four years where we need to continue to grow with this speed at this average rate that we have achieved in the last years with the strategic project that we want to explain now.
Rands in a normal life cycle of a company we can consider today, it's more than a bank or a consortium co-op payment plan. We are a platform with over 40 financial solutions and services that is in an accelerated growth. Obviously, when you have accelerated growth, we need to make an effort and invest to keep the growth because we have opportunities and we have a market that we're going to detail, which is for these co-op payment plans and insurance that we can grow with rates higher than we have done in the last three to four years. Here we have a strategic project, which is to seek this partner, a private equity and institution.
We have analyzed this for over a year that could add to the robustness that we have in this co-op payment plan, market insurance that we have at Randoncorp to advance in logistics and transportation, but also in agriculture, retail, and other segments. Here we announce the creation from inside Rands, a holding that adds two business, the consortium or co-op payment plan and insurance. As you saw before, as Sérgio showed, the co-op payment plan and insurance is 45% of net revenue of Rands. Let's round things out. Basically, half of their revenue comes from these two businesses. Insurance is still small. We have a huge potential of growth in insurance, and we are together with Patria Fund, one of the biggest funds, biggest fund in Latin America, private fund, biggest private fund in Latin America that has experience with these co-op payment plans.
They have experience with high, they have a vertical for high growth, and they have co-op payment plans as a thesis for investments. Here we put together two important factors: the credibility, reputation, the structure that Randoncorp already has assembled in place and the channels that we manage today. Some are white label where we are more in the back office together with the reputation of Patria, the knowledge that they have of the market. The next slide, if we compare, there is a place they complement each other in this partnership. For the current moment, what we would like to build for the next three and four years for the next cycle, as we said, we are leader in financial products and logistics, third biggest co-op payment plan for heavy vehicles.
We want to advance another segment, not only heavy vehicles. Patria brings this expertise in other segments. They have an experienced team. We have our own very well-structured channels, but we have a possibility to expand to other channels, exclusive channels, also coming from this partnership with Patria, accelerating our digitalization and growth. We want to do this with a lot of technology, a lot of automation. Currently, we work on a concept of co-op payment plans that are more and more digital. Our investment to accelerate this digitalization is linked to what Patria is doing already. They invested in secondary co-op payment plans. Patria is already inserted as an investment. We have not entered the segment yet. I could speak during a minute longly about the potentials that Randoncorp plus Patria together have to increase the journey of growth in the next few years. Market is favorable.
All analysts know who's watching. The co-op payment plan is a market that's in expansion, in consolidation also, some moment of consolidation. It's important to have a strong distribution power and distinct channels seeking to create potential with the potentials, a greater number of co-op payment plans. It's what we believe is most adequate in the moment to continue to be a relevant player and become even more relevant in the market of co-op payment plans. As a slide from my side, as a strategy, I said that Rands grew around 46% average a year the last three to four years. If we look at just this business of co-op payment plan and insurance, we grew at a rate of 18% because we had the need to structure better a few processes, etc.
Now we're very comfortable to increase this growth rate in co-op payment plans with seeking the support in terms of investment competencies that Patria will bring to us at this moment for these four fronts that are the most important that can sustain an accelerated, even more accelerated growth, a strong digitalization engines of alternative channels added to the ones we have. The market of adjacent goes beyond logistics and transportation, but beyond the traditional model of consortium being able to get into the other expanded markets and the capabilities of both that add to each other as I showed before. What we have, the partnership is paramount for advance with Rands.
As Sérgio said, to seek a 9% share in revenue, but it's also very important for our platform for solutions, financial solutions to grow the arm of insurance and co-op payment plans in a sustainable manner for the next years. To be brief, this is the overall strategy that permits the backdrop of our partnership with Patria that we signed today. Now I pass the floor to Paulo Prignolato. Prignolato will explain how will be the operation structure.
Good evening. Can you hear me well?
Yes.
Thank you for being in this moment with us on such a short notice. I'm going to talk about the corporate structure of the operation. What we are telling you is we will constitute a holding in which Randoncorp will keep control with up to 80% share and Patria will have around 20%.
The contract foresees the injection of up to BRL 320 million. The price is subject to a review until the operation. Notice that the holding at the end of the day will have this distribution in a share in a partnership having 100% of Randoncorp Insurance and 100% of Randon Consórcios, which is the co-op payment plan. It's important to mention that the multiple for this type of transaction in the case of the co-op payment plan, the criteria to be used is based on net revenue due to relevant influence of accountability rules applied to this type of deal. Here the estimate timeline of the operation. Currently, we are in the signing. We did the signing on April 7th. We estimate that the closing will happen between September to November of 2025. Why?
In reality, we have to count on the approvals of CADE and Central Bank. We believe this will happen in six to eight months. At this stage of the closing, we should receive up to 60% of the amount, around BRL 180 million. Post-closing is foreseen between September to November of 2026, this receiving up to 40% of the value. In other words, around BRL 140 million. It's important, as I said, the second installment will be corrected. The price should be affected by the normal adjustments. I'll pass the floor to Daniel Randon for his final message. Thank you.
Good evening. I would like to thank the shareholders, market analysts, and everybody that's on this call. To us, this initiative is aligned to the future vision of Randoncorp, or Randoncorp Vertical, especially co-op payment plans and insurance.
It will contribute to our service growth, service department area with Patria. It improves our governance. We'll continue to contribute with the resilience of our growth in Randoncorp's vertical, especially the last years we have worked strongly the work together for digital transformation, a huge opportunity to scale this with the expertise of the guys from Patria. The increment in capital will add a lot working for gain of scale. Without a doubt, I'd like to reinforce the importance of this moment for Randoncorp so that the company continues to grow in a sustainable manner. In Randoncorp's, we see as an opportunity, Sérgio, Daniel, and Lee reinforce the history of growth in the last few years. Without a doubt, with the presence of this investment, the partnership with Patria will be an opportunity to continue to grow.
I'm very optimistic to see the growth of Randoncorp, especially continue to work reinforcing the increment that Randoncorp has done together with the business increment in terms of portfolio. Important businesses to increment Randoncorp, especially when we look at long-term vision. A very important moment for Randoncorp will add more value. We are very optimistic with this important partnership. I pass the floor to Caroline to start our Q&A session. Thank you.
Thank you, Daniel. Thank you, the directors, for your presentations. We will start the Q&A session now. For those that want to participate, we have the instructions on the screen. We start with BBI Bradesco analyst, André Ferreira. We're opening your mic. You can ask away.
Hello. Good evening. Thank you for the space. Congratulations for the transaction. I have two questions first.
You mentioned to expand beyond heavies and some adjacent business models. If you can mention what are segments or more attractive models to you guys. The second question, you mentioned projects also in different stages. If you have any projects that you can mention or give an overall guidance of the main projects, thank you.
Very well. André, thank you for being on this call in a short notice. Two questions without a doubt, Daniel would be headed the deal is heading Randoncorp will be able to answer.
Before I pass the floor to Daniel, this characteristic of Randoncorp, we have one of our greatest qualities as a company, as a vertical for financial services and digital services, is this ecosystem that our business was able to build in the last few years where more and more we seek to capture not only the life cycle of our customer, but penetrating another segment that are adjacent. Daniel, feel free to tell us what are the segments or business models that are more obvious that we can act in, act upon. Your mic is closed, Daniel.
Thank you, Esteban. Thank you for your question. When we talk about increasing transport logistics, maybe this doesn't have too much visibility to our investors, but we're talking about other segments. For example, retail. Today, we have our own brand called Racon in consortium or co-op payment plans for vehicles and real estate.
We have another IEF for services, for co-op payment plan for services. We already have white label administration of John Deere co-op payment plan. We classify it as agro. We have the management of DAF co-op payment plan. We will continue to grow where we are already doing well. These channels rely on logistics and transport in heavy vehicles, but we see an opportunity, an avenue of growth, a strong avenue of growth in retail, in services. A market that's a bit different, but we already have navigated for a decade and a half, over 15 years. We have this Racon, for example, but we never used its full potential. When we talk about other models, it's looking at the secondary market for co-op payment plan. One of the markets that we are not looking in a structured, organized way, and we have the expertise with Patria.
We want to enjoy this expertise very much, as Daniel said. It's a lot more than an investment. It's that smart money, the expertise that they have in these business models. This would be the answer regarding your first question. The other projects, obviously, as Randoncorp's vision creating another cycle with accelerated growth in a year, demands that we look at the other Randoncorp verticals, projects related not only to financial solutions, but recently, two years ago we announced our rental arm, a partnership with Gerdau, where we created Addiante. Another example, we got together with Gerdau to enter this market in a more aggressive manner. 14% of Randoncorp's revenue comes from innovation and technology, which was less than 2% two years ago. In other words, we have a share of 14% coming from software engineering, Delta DB side. We have the potential to grow here.
The projects are related to these three segments in Randoncorp: financial solutions, a part of management and complete rental, and a part of technology and innovation. In this moment, we understand that consortium or co-op payment plan and insurances is where we have the highest potential to grow for the next years at higher rates. That's why we have this project and a partnership with Patria.
Very clear. Thank you. Good evening.
If you allow me, André, with rental, we didn't consolidate the results. That's why the revenue distribution per activity, we don't see the revenue that comes from Gerdau. Just for this, we didn't do the consolidation. It's as an equivalent.
Thank you, Sérgio.
Let's go to the next question for today from analyst of Citibank, Kiepher Kennedy.
Good evening, Kiepher. You can ask your question.
Good evening. Thank you for the opportunity. Congratulations for the deal.
A question is more technical. You mentioned this revenue multiple of 3.4. I would like to confirm with you. I do not know if this is what Sérgio mentioned. According to the revenue you published, it would get a little bit over four. There is a difference here. You mentioned the need of cash to sustain growth. You partially already answered need where you talk about where you are at in the future of the company. Just understand if we can think about something more specific and a specific investment to compose your assets one way or another. These two questions. Thinking about the multiple that you announced and the allocation of resources.
Thank you, Kiefer, for your question and for being on the call. Second question, Daniel can answer about the allocation of resources that will enter once we conclude the deal.
Regarding the first part of your question, the perimeter of the transaction is exactly revenue and business of Randon Consórcios or Co-op Payment Plan and Rands Vertical. It is the percentage we published recently, the next 44%-45% of the revenue. Maybe a point to close this multiple of transaction is based on pre-money, not the post-money valuation. It is necessary to use the pre-money estimate to close the transaction multiple. Danielle, please feel free to comment more about the use of resources.
The resources will be invested fully for acquisitions, JVs, the acquire portfolio regarding these co-op payment plan and insurance. You saw that insurance has a smaller share, but there is an avenue for growth, a greater opportunity also. These projects and targets already exist.
A previous idea in Patria on our side and Patria's side before the deal that now, after the approval by CADE and Central Bank, we will close the negotiations, at least one or two, but it will not be anything different from this perimeter, which is the co-op payment plan and insurance. In co-op payment plan, I can say there is a lot of opportunity in retail, which is probably where we will prioritize for the first investment. We still will analyze this once the deal is closed.
Great. Congratulations once again. Thank you.
Let's go to the next question this evening from Andressa Varotto, analyst.
Yes. Good evening, Andressa. You can ask your question.
Good evening. Thank you for letting me ask the question. I have two points. First point, understand better the capabilities of Patria today inside insurance and co-op payment plan.
Understand how it will complement the scope of the transaction. Why don't you open for other segments of Randoncorp? Second question is regarding draws the attention, the valuation of the transaction compared to what we see the company. You see other leverages to unlock value for the company. These are the two points. Thank you.
Interesting two points about the capabilities of Patria. Daniel can answer this and after the issue valuation of the transaction comparison of the valuation of the company as a whole, I invite Paulo to bring and share a bit of his considerations also. Andressa, I anticipate this is one of the facts that people ask the most in the conferences because really the valuation, there's a discrepancy when we have Fras-Le that's openly traded and implicit valuation.
Now this transaction makes the valuation of consortium or co-op payment plan and insurance business more visible to the market. Daniel, I start with your answer about the potential capabilities of Patria.
Thank you, Andressa, for your question. To highlight, when I showed that complementary plot, what I'd like to highlight, Patria in the last two years has in their vertical, agro vertical, they have a very strong study about the consortium and co-op payment plan vertical. In Patria, they were already seeking where to invest and the marriage happened, the radar that they have from Patria, the knowledge of the market and this part of smart money, thinking about everything they can add regarding the analysis and future M&As is huge. Also, the secondary market for consortiums or co-op payment plan, we want to advance.
You had asked in the beginning, why not advance another front of Randoncorp if I'm not mistaken. It's the beginning of a relationship where in this moment we will leverage a vertical of Patria of growth that got deeper into the co-op payment plans and insurance comes together. There's a lot of synergy between these two channels to be explored, but that won't stop us in the future that the partnership can advance to other solutions of Randoncorp's portfolio. It's the beginning of a relationship that we hope will be very fruitful, will bring great results for both parties, but it's a relationship that can advance and last for many years in other businesses. It's what we expect, and I'm sure that on the side of Patria, the expectation they have regarding this deal with Randoncorp and Randoncorp's.
Thank you very much, Daniel.
Paulo, pass the floor to talk about the valuation, please.
Thank you so much, Andressa, for your participation. Thank you for your question. This is a very relevant point and question that's important in the context. As you know, we have always said that we consider that the value today, market value today of Randoncorp does not reflect the reality, the true value of the company. We also mentioned that we opted for the allocation of our resources in the M&A projects. Due to this, we did not establish any new program for rebuying. In other words, if we consider exactly the valuation that was made, it does not contemplate all of Randoncorp. We are talking about a valuation of approximately BRL 186 million for co-op payment plan and for insurance.
Coming from a group like Patria with over 35 years of experience and over BRL 244 billion in assets under their management, it's another sign that proves that the value today traded for a stock exchange for rental value is depreciated. Thank you for your question. Very relevant question. This tends to reflect also and reinforce this point for the better understanding of the market about the real value of Randoncorp. Thank you. Thank you for your participation, Andressa. Now let's go to the next question. Gabriel Rezende, Associate Analyst of Itaú BBA. Thank you for your participation. You may ask a question.
Hello, Caroline. Can you hear me? Yes. Thank you. Congratulations for the deal. Thank you for the disclosure with us.
I would like to do a follow-up to Andressa's question, talking about the valuation of the company and talking about the slide that Sérgio shared that you showed this company strategy. Five was the expansion of financial services. I wanted to understand if there's a next step with the strategic pillars of the company that we can have in mind. We already had recent movements of M&A. Now the expansion in financial services, what would be an eventual next step or the company will first digest this before any other movement? The second point, since we're talking specifically about the financial business of the company, we noticed within the last data from Central Bank, the default increased for businesses for automobile credits. Specifically, we did a cross-check. We see this is coming especially from heavy vehicles. How do you see this? Did you feel this in your financial operations?
If it was expected, given the macro moment that we're going through?
Thank you, Gabriel, for your questions and for being on our call. Daniel, once again, I'll pass the floor to you to comment about the potential next steps related to especially the transaction perimeter. Grabiel, allow me to mention you can add talking about default in depth. One point that I'd like to highlight, our customers in the vertical for financial services are people that we know for a long time, customers that we have a long-time relationship with, aligned to our credit analysis service and our business model makes that debt is usually or default is very low, below the market average because we have these factors. We know them for a long time.
With robust credit analysis and a consolidated business, this makes it impact less Randoncorp's business, even when macro is a bit more delicate, like we're going through now. Daniel, please feel free to add about this point about debt. Gabriel, thank you. Just to check, I think Gabriel's question goes beyond Randoncorp. From what I understood, next steps as Randoncorp, but I'm going to talk about Randoncorp's, but that's just to check if my understanding is correct. In Randoncorp, obviously, we continue to grow in the other segments. The bank, we have been transforming our bank from an OEM bank. The bank doesn't have bigger ambitions than transport and logistics. We understand that transport and logistics sector, there are opportunities in the known waters, known customers that we have a strong relationship with already, financing trailers, but we can advance more.
This plan is being established the last few years. The bank is structuring itself to support the change, the profile of products for OEM, the origin of a bank to a bank of transport and logistics. As we said about technology and innovation, it used to be 2% of Randoncorp's, now it's 14% of revenue. Here, like Daniel said, the need of transformation, digital transformation of our customers. Also, there's a huge potential to be a part of this journey, the customer's journey with this to make the customer more loyal in the other verticals where we act in Randoncorp and in the co-op payment plan. Talking about debt, if you allow, seven to add co-op payment plan, the debt is measured by the canceling of quotas.
One of the reasons Patria looked for Randoncorp from the independent players in the market, if you do not look at the big banks, we are today the independent with the lowest cancellation rate. Due to the robustness of our channels and sales action that we have working together with our customer, it is a very well-controlled indicator. What is canceled in the co-op payment plan becomes a secondary market that I mentioned before, which is a focus of the expansion in co-op payment plans to have this model of co-op payment plan, secondary co-op payment plan as our portfolio solution. As Esteban mentioned very well, many of the customers we know very well, and we have very positive numbers even going through a market moment that is turbulent in terms of debt or default.
We are still in a very favorable situation regarding our customers. Gabrielle, if you're talking about ask about the other verticals, maybe Esteban or Sérgio could add. Perfect. Daniel, you mentioned very well the beginning of the question was about Rands, how this movement adds to the movements of the other verticals. In this sense, Sérgio, I would like to invite you to mention about the internationalization process. We know that services today is more focused in the domestic market, but we have companies like DB that have movements abroad outside of Brazil, and this can accelerate movements outside of Brazil. Would you like to mention the connection to the international strategy? I would like to thank you, Sérgio. Thank you for your question. As we mentioned in previous events, we will continue our process of internationalization of our companies.
In this sense, we've done movements October and November last year with acquiring BS in the U.K. by Spare Parts. In January this year, we finished the deal with Kuo Refacciones in Mexico. Same month, January, a few days later, we announced the deal with Auto Parts acquiring AXN in the United States. We have Auttom for industrial automation expanding its activities in the United States. According to what Esteban already mentioned, DBS erver that sells digital solutions also structuring itself to address more the North American market. Our intention is to continue with these transactions, with this growth, becoming international. This year specifically is a year to become stable. We did important transactions, as I mentioned, and we must be certain that the integration of these companies is moving on as expected, that the synergies that we included in our financial models are shown.
It's a moment now of make concrete and solidify these movements so that in the future we continue this journey. Some movements, organic nature movements, as I mentioned, of Randoncorp with DB or Auttom will continue to happen, but these are smaller movements compared to this moment. It's the same plan. We will continue to become international, but the current moment is a moment of stabilization.
Great. It's clear. Thank you, Esteban, Daniel, and Sérgio for the answer.
Thank you, Gabriel, for your participation. Now we finished the Q&A session. We want to thank everyone that was with us in this video conference, and I want to pass the floor to Daniel Randon for his final message.
Thank you, Caroline. Thank you, everybody that participated. Thank you for the questions. It's another important moment, strategic for our Randoncorp service areas that has huge potential for growth.
Any questions you have, please get in contact with our investor relationship area, talk to our colleagues. Good evening, everyone. Thank you so much. Good evening, everyone. Thank you. Good evening. Thank you.