Hej, hjärtligt välkomna ska ni vara till kvartalsrapporter med Investor Studios. Idag med Maha Capital, som i morse släppte sin helårsrapport för 2025. VD Roberto Marchiori kommer på länk från São Paulo, presenterar resultatet och aktuella händelser under det gångna kvartalet. Ni som tittar live kan ju som alltid, och jag ser att en hel del redan har börjat, ställa frågor till ledningen, och det gör ni i chatten. Vi kommer hantera frågorna i slutet av presentationen. Om du inte har fått svar på just din fråga eller vill ha ett förtydligande, så får du vända dig sedan till IR på Maha Capital. Presentationen kommer nu att fortsätta på engelska. Roberto, nice to see you again. I trust the weather in São Paulo is more pleasant than it is here in Sweden. Please take it away. Hello, Carlo. Nice to see you again, my friend. I saw you are snowing very much in Sweden, so stay warm. Welcome everybody for our Q4 2025 earnings presentation. I will walk through some slides so we can update everyone related to KEO transaction, also about Venezuela and also our key financial highlights. We're starting with KEO update. Here we bring the KEO transaction timeline. As of first quarter of 2026, remembering, we concluded the releasing process with Nasdaq and also we approved the transaction through our EGM in Stockholm. Now we are just waiting some final condition precedents to be met so we can close the transaction and also make the capital raise of $27 million at SEK 16 per share. We expect to conclude this during the quarter, but hopefully in the next weeks. Of course, as we already mentioned before, we have the target to work towards the dual listing on Nasdaq USA until the end of the year, so we can enhance our capital structure and bring more liquidity. This transaction actually transforms Maha now into a B2B credit and payments platform. Having access to the fintech platform and technology provided by KEO and also operating under the American Express issuing licenses, summing with this capital base of Maha, a strong balance sheet, we will be well positioned to capture growth in these attractive, high-yield B2B markets across all Latin America by leveraging American Express' established global card network. And showing a little bit what we have, what's KEO technology? Basically, we have a one-stop platform for local and cross-border B2B payment and financing solutions. Looking to the work here, I think we already covered this in the previous presentations, but just remembering, it's a B2B revolving credit platform, where basically, suppliers can advance their receivables and clients postpone the terms of payment, and it's created for domestic transactions. When you look the Global Trade Card, it's a cross-border credit card program focused mainly on travel, entertainment, and also B2B cross-border payments. Of course, this is a global transaction solution. Now presenting, we are gonna say a little bit more in a couple slides going forward. KEO Rails is our B2B blockchain-based infrastructure, where we can set real-time transactions for clients by using stablecoin technology, and also it's created for domestic and also cross-border payment solution through stablecoins that I already mentioned. Starting out with 4 Q snapshot, basically, just remember, KEO is a proprietary digital B2B revolving credit platform. Clients can use revolving credits with a very simple setup and workflows, and at the same time, it's everything online and you can approve it by this infrastructure. If you look to the chart, basically, every single transaction is based where when a buyer sends an invoice to our systems to the buyer's approval. Basically, if considering a hypothetical example here, if the buyer wants to extend 30 days, their payments date, they can do that in exchange of an interest rate. On the other hand, on the other side of the table, if the supplier wants to receive upfront instead of the due date of the invoice, they can also receive upfront in exchange of a discount rate. In this hypothetical example here, considering 30 days to collect upfront for the supplier, an additional 30 days, reaching 60 days for the buyer, asking the same discount rates for both sides, we will end up with a hypothetical example here of 1.5%. We will have $1.5 income for each side of the table. This is how we monetize through Wor KEO solution. Going to GTC, our USD-denominated solution design, basically to support T&E and B2B cross-border payments. Remembering, is a U.S. dollar-denominated credit card program, where clients can benefit from centralized accounts, which mainly will help them to make spending control for not only T&E, but also for B2B. This can also provide additional tools for travel insurance, not only for death, but also for baggage delays. Basically, here is about the same, but the only difference, this is actually a virtual card. Instead of a discount, we have the interchange fee to have access to the network, right, where the POS machines or virtual POS are established. Of course, these are flexibility we have. We can extend additional terms on the cutoff dates of the credit card. If the buyer, the credit card user, wants to extend their payment date, they can ask this in exchange of additional interest rate. The economics is almost the same, but is a different tool for a different profile of usage. Here we are presenting now KEO Rails, our proprietary blockchain-based payment rails for instant payments. This is a proprietary technology created by KEO. Clients can have access to tokens and stablecoins, so they can make instant payments in terms of seconds or minutes. This is also creates a more secure environment, so they can transact worldwide, and create, and making transaction settlements in seconds, instead of needing to waste time and wait, like, two, three days. Also, this is very also important because sometimes, weekends are not allowed to transact. This feature, this tool, enables transactions even during the course of the weekends. This bring more agile transactions for customers and clients. Going to an update here, as we go through the portfolio, basically, we grew the approved credit lines to $64 million as of end of January this year, where we have a combined average annual yield of 20%, with potential transaction volumes around $330 million. If you break down this, we have around $46 million WorKEO, with a higher yield of 22%, and we have also the Global Trade Card, where we started through the loan agreement of around $18 million, with an average annual yield of 13%. Again, after closing, we expect to have a faster pace here on building the portfolio and making this growth happening very strongly. Going to Venezuela update. Basically now, we are assessing strategic alternatives, we can understand the best way to unlock value from this call option and create shareholder value to our shareholders. Remembering, we have until end of May this year to exercise this call. Just highlighting the latest news on Venezuela. Basically, we have, as of one of the main points, the Venezuela law reform, shifting from state control for the JV assets and allowing private execution and operational control, which is something very attractive for private investing. Also, existing JVs will have up to 180 days to negotiate these new contracts under the new law. Basically, we will have the same due date here, up to 180 days to negotiate with PDVSA our new framework agreement. On the U.S. policy topic, basically, OFAC has issued General License 49 and 50 over the OFAC General License 49, sorry. It will allow us allow, in broader terms, current negotiation of contingent contracts for investments on the oil and gas industry operations in Venezuela. Of course, and then after you negotiate and have the agreement settled, you are subject to a separate authorization from OFAC through the General License No. 50. As next steps to us, basically, after we already concluded, remembering the business plan, the development plan from PetroUrdaneta, now the plan is to go and start negotiating the contracts under this new law reform implemented in the country, targeting operational control like many other huge partner oil and gas companies are doing nowadays, and also in parallel, looking for alternatives to unlock value from our call option. Basically, these are the main updates that I want to bring covering Venezuela call option. On the financial highlights, I will just make a quick disclaimer, because as you already know, after we sold all our previous operations in the U.S., basically now we don't have recognition of revenues. Our financial statements is a little bit different for comparative purposes. Just want to highlight this before we enter here in this new section. Walking through the financial highlights and starting with the G&A and the financial income, as you can see in the chart, basically, our G&A has no recurring increase over the quarter, mainly explained by these activities related to this M&A and the financial structure previously announced related to KEO World transactions. As you can see here, we also we are showing the total financial income, which, as you can see, we have an increase on the financial income after we basically divested from Brava shares. Of course, we expect to start deploying this cash instead of T-bills and this sort of low-digit investments into KEO business and start increasing our financial, actually starting to generate revenues from, and income from these credit operations. Going to the cash flow review. Basically, we started the quarter with net cash of $93.8 million, and we end up the quarter with basically $93.1 million in net cash plus credits. Basically, the main considerations during the quarter was that we receive our payment from the sale of Illinois Basin, and that we prepay our past debt of $12.5 million. Nevertheless, we remain with the same net cash position, basically. Going here, we just want to bring this slide where we are going to make some comments on the pro forma that we released in the last couple of weeks. Remember, we published the pro forma consolidation of 2025, combining KEO World's figures and also Maha. Basically, we thought it was important to understand what was some non-cash events and also some non-recurring events, which would bring more color on what could be the basis of net result going forward, considering the previous numbers and the previous last year, outstanding credit volume of KEO. Basically taking out all the non-cash adjustment, and this also excluding the discontinued operations and non-recurring G&A, and also one-off expenses, we wind up the quarter, actually, the year of 2025, of a adjusted pro forma net result of 2025 of $4 million. This is a little bit how we are considering for the future, for this year, right? We believe we are entering this new phase with a profitable base, supporting the scalable expansion through this acquisition of a new portfolio credits. As we go through the year and start growing the credits, we expect to have even better figures out of the year. As closing remarks, we expect to conclude the business combination in the next couple of weeks, where we are going to position Maha as a tech-enabled credit platform with a very scalable business model and a robust balance sheet provided by not only by Maha, but also the capital raise. Remember, we are raising $27 million, and by doing that, Maha will be well positioned to capture discipline growth in these attractive markets of B2B clients in Latin America. We will keep our strong focus on efficient capital allocation and execute operational excellence in execution, and also leveraging this unique opportunity and by having access to American Express network. Looking forward, of course, we'll be working hard to setting the foundations to support this historic and substantial growth in KEO side business. At the same time, we will keep on our radar the dual listing, which will remain a priority to us, targeting in the second half of the year, so we can optimize the capital structure by having this access to the U.S. and Eastern Avenue. In the end, on PetroUrdaneta, as I mentioned before, there will be ongoing evaluation on the alternatives we will have, so we can maximize shareholder value by having access to this call option in Venezuela. This is how I want to close my presentation, Carlo. Thank you very much, and let's move to the Q&A session. Thank you for that, Roberto. I thank you, finishing off there with PetroUrdaneta, could be a good segue to the first line of questions. I'm going to structure this as starting with Venezuela and then ending with KEO. For you, for any listeners and viewers who would like to ask questions later on, I forward them to the company. You mentioned the OFAC licenses, we have a couple of questions here on the strategic options for PetroUrdaneta, what are your plans for the assets? Just let me read it here. Would you sell the Venezuela assets, initiate a joint venture, or will you start a production if the regulatory, let's say, obstacles will evaporate? Thank you very much, Carlo. Like I mentioned in the previous slides, first, we need to complete our negotiations. Considering this law reform on Venezuela, and of course, to have this operational execution control, this is mainly important. In parallel, we will see, considering what will be our new contracts, what will be the best alternative. I think you mentioned some of them, but as of now, we don't have any conclusion. We will still analyze what will be the best solution and the most efficient way so we can monetize and bring, and unlock more shareholder value to us. I'll have to expose my ignorance here, because when it comes to timeframe here, you mentioned expiring in May, but also 180 days here. Could you give us a feel for a timeframe for Venezuela in the near term and in the longer term? Sure. Sure. I expect that we don't need to have 180 days to make all of these changes. These contracts, basically, we already knew from the past, we are a little bit one step ahead. I'm very sure that we are going to have everything ready before the maturity date of our call option. Just a final question here to round off Venezuela. Could you elaborate on any permits needed to going forward? Are you happy with what you have or what you're trying to get? Sure. I know, like, what I mentioned before, by having General License No. 49, we have access to negotiate with PDVSA too, a nd potentially sign the contracts. Once you conclude this process, we are going to request access to General License No. 50, we will be able to start operating, investing, and making the offtakes out of the country. This is the step plan. First, we need to negotiate the contracts by under General License No. 49, and once we are ready, have the signs signed, the contract signed, we have General License No. 50 to start looking for the best alternative and potentially, operating there. More to come is the simple conclusion there. We look at the company on a concern level here, when would you expect the combined Maha KEO to be cash flow positive on the concern level? Sure. Remember this slide that I showed showed about the adjusted pro forma, excluding non-cash effects, excluding also non-recurring expenses, basically, and having the previous year line of credit at KEO was without the source of capital base, without a strong balance sheet, potentially we would be already profitable. As long as we start growing the portfolio, hopefully we will be starting to generate better figures and be on the profitable base position. If we look at KPIs here, which KPIs should investor track during the first, well, 12 month or even in shorter term, to assess whether you're, well, moving ahead with the integration in the way you would like? Sure. We brought here today some KPIs. I think this is the main ones to start keeping the track. Of course, once we make the closing in the next couple of weeks and become the fintech business, we will provide more and more KPIs in a recurring basis, so shareholders have access to this new information and start tracking the evolution of the portfolio and the business. Hopefully, we will bring the more KPIs very, very soon. How would you prioritize capital going forward between, well, growth, or efforts and growth, lowering the debt and possible share buyback? Sure. I know, first, nowadays, we don't have any debt, inside, neither, Maha, neither KEO. We don't have this issue. Secondly, the, I think the plan is to start deploying our balance sheets by, growing the portfolio. I mean, increasing the credit lines over time, so we can start benefiting from these revenues, these incomes, and starting to generate positive cash flow. That's the idea. Remember that part of the plan, once we start growing, of course, the idea is to start also looking for additional sources of capital by issuing senior lenders at attractive terms and conditions, right? We can leverage the facility and grow even more and benefit even for higher yields. That's the main rationale. One, one could expect that you will build up some sort of cash surplus here in order to attract cheaper loans in a way. For growing here, would you need further capital injections to accelerate the business? And you mentioned here, I mean, the accelerated business could be either growing the lending facilities, and/or credit-related acquisitions. Sure. No, nowadays, remember, we still have the strong balance sheet of Maha. At the same time, by closing, we will have raised $27 million additional, right? We have a very strong liquidity to start deploying this capital over time. Of course, if there is huge opportunities, we can think to anticipate this movement, but by having this track record, deploying first the equity cushion of Maha inside this portfolio, we will create an environment and statistics, credit statistics, so senior lenders have more comfort and we can raise more cheap capital than running things and start doing right now. That's how we think. Start with the equity, and then in parallel, once we reach this portfolio size, we start looking for the debt alternatives. Of course, if there's any, a huge and good opportunity that makes sense, we will evaluate. Basically, one question here, are you looking to expand within fintech or lending, or with both areas? The answer would be yes, if there is an opportunity. Yeah, our focus is 100% on the fintech business, Carlo. We want to start, like I said, growing our portfolio, growing our base with our balance sheet. Of course, if there is a fintech potential M&A with a solid opportunity, we will evaluate. For now, our focus is 100% on setting here the foundations and starting growing the portfolio. At what interest level do you think you could attract senior debt? If you could elaborate a little bit about the environment. Sure. I think we already talk about this in one of our latest webcasts, but I think this will depend a lot on the market we are talking about, right? If we are talking about Mexico, Canada, they are totally different levels, right? Again, I think once we have deployed our equity, and growth and show this profitability on the portfolio, then we will be in a solid position to start raising this additional capital and starting to increase on the leverage facilities with very attractive terms, and potentially around one single digits range. I have a viewer question here, and I believe you showed the slide about the, w ell, the different divisions, so to speak, on the yield here. Could you explain the concept of the yield on KEO's credit lines? How should I put that into, well, in combination with the revenues, but, w ell, if we start first, the yield of the credit lines. Sure. Well, perfect. The yields, like I was trying to show in a more visual way, basically is a combination of the interchange or discount rate, plus the interest rates that you can ask from the other side. This is for a short period of term. If you take this amount, this percentage, and analyze this for the full year, and multiply this by your outstanding credit volumes, you get your revenue stream in an annual basis. For having this sort of explanations we created an appendix for this presentation. Shareholders that are trying to understand how they can estimate revenues, how they should interpret yields and credit lines, we have attached this in this presentation. we will have this glossary now going forward, so everyone can understand what's the main KPIs, how they should looking at it. Mm-hmm. That's thorough enough, I think. I have an email question here also. "Can you give a rough estimate regarding the KEO's EBIT results for this calendar year?" Well, please go ahead. No, I think in terms at least of revenue, if you make a back of the envelope maths here, imagine that we reach our $140 million after closing balance sheet into credits, right? Multiply this by an average yield of 20% as of now, then you get a revenue income in a year, right, of around $28 million. I mean, this is sort of the size by only having access to our own capital. Again, the idea is to start increasing this over time, leveraging the facility, so we can have even higher incomes across the year and the future. Also, I believe you mentioned on the slide, dual listings here on Nasdaq. That would be a milestone to be looking at. Could you just mention the genius behind that? I think this will be an important moment towards the capital base of Maha, right? Because by having access to this additional avenue, we will increase and bring more liquidity, institutional investors. I think it will be an important milestone, important moment for the company, and we expect to conclude that during the course of the year. Also, by listing there, you will be able to attract capital. I think that we have a question here, "Are banking partners required?" I think capital would be required, or, are you looking at any particular banking actors? I think we are not in this stage to mention this, but I think we will need to wait a little bit more so we can clarify on this. For sure, we are still in a moment of focusing the closing of the transaction first, then we are start looking for the dual listing with more focus. Okay. All right, Roberto, thank you for that. We had questions to left, right, and center, as I said in the beginning, if there are questions here that people feel that they need a more granular or in-depth answer, they would forward them with a warm hand to the homepage. Roberto, thank you very much. Thank you very much, Carlo. Thank everyone that has been listening to us.
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