Nexi S.p.A. (NEXI) Earnings Call Transcript & Summary

Good morning. This is the Chorus Call conference operator. Welcome, and thank you for joining the Nexi Full Year 2022 Financial Results Conference Call. As a reminder, all participants are in listen-only mode. [Operator Instructions]. At this time, I would like to turn the conference over to Mr. Paolo Bertoluzzo, CEO of Nexi. Please go ahead, sir.

Thank you. Good morning to all of you, and welcome to Nexi call on results for full year 2022. As usual, I'm here with Bernardo Mingrone, our CFO; Stefania Mantegazza, who leads Investor Relations and a few other members of our team who may help in case of need on your questions. As usual, we'll summarize the key messages and give you a short business update, and I will then hand over to Bernardo that will cover results more in detail and then we will have time, as usual, for your questions. Let me jump on Page 3 with the key messages. Overall, we consider 2022 an year of strong progress for our company despite a macro environment that has been more challenging than what we would have expected only 1 year ago. First of all, we've seen strong volume growth across the year, in particular also in Q4 despite more difficult comparisons with the previous year, we have seen double-digit volume growth across all geographies. In particular, we have seen a strong growth in SMEs that did grow volumes across the year for about 25%. And you know how much SMEs are the core of our strategy, and therefore, it's really important. The good news is that when we look at the beginning of this year 2023, we see an accelerated volume growth with a year-to-date of about 12% with a positive evolution across all geographies. Clearly, this is a little bit helped by an easier comparison in January, given the fact that last year, January was not a completely clean year in terms of openings due to COVID but still it's a good signal for the new year. Second key message. Overall, we had a very solid financial performance despite the macro environment with strong margin expansion in the year and accelerated cash generation in the year as well. Revenue did grow about 7.1% in the year with Merchant Services and Merchant Solutions growing double digits. EBITDA grew 14.2% with an exceptional 311 basis point EBITDA margin expansion despite some early signals of inflationary pressures on the cost base. Last but not least, and this is the first time that we underline it. If you take the operating cash generation measure, there's EBITDA minus CapEx and minus nonrecurring cash items, that item did grow more than 50%, actually 56%, that's very important as we focus more and more on cash generation. Third key message. We have seen strong progress in creating the European PayTech leader. We did deliver more synergies than what we had planned ourselves about EUR 110 million, 10% more than our initial target. We did progress a lot on our M&A activities, both in terms of acquisition, but also disposals and the future will look like this with a mix of both. The intention here is to continue to focus more and more the company on core strategic growth opportunities. Last but not least, we have announced only last week, our entry into Spain. This is a very attractive market through the strategic partnership with Banco Sabadell. Overall, as a combination of all of this, we have delivered our beginning of year ambition for 2022 despite a macro that has been more challenging than what we'd expected. Let me start by giving you a bit of more flavor on Spain and moving to Page 4. We're actually very happy for this win. And I'm particularly proud for the fact that we've been chosen especially for our capabilities and for our people and the work we've done with the bank over the last few months. Entering to Spain is for us very, very strategic. First of all, the Spanish market is a large market, which, by the way, good economy potential with unique structural characteristics, a very significant growth potential. Card penetration is as low as 38%, which is more or less in line with the average of our portfolio. The market is SME dominated with an accelerating e-commerce dynamic and the payment distribution is still dominated by banks. As you can see from these characteristics it's quite similar to the Italian market. Second, we are very proud of this partnership with Banco Sabadell, which allows us to start in Spain from strong initial position, still a challenging position, but actually a very strong challenger position. Banco Sabadell is a very dynamic Spanish bank located in Barcelona. They cover the entire Spanish geography, Spanish market with 1,200 branches. They are a second merchant acquirer that always had a special focus on payments. They have 380,000 merchants, generating almost EUR 50 billion of acquiring transaction volumes and they have a very diversified and attractive portfolio of customers with a stronger SME focus. Third key element, as you understood from my words, this market is a market that we believe still has a lot of potential in terms of innovation and digital proposition, but also in terms of commercial innovation, channel innovation, pricing innovation and so on and so forth, which is exactly where we can leverage our capabilities developed over time on many similar situations. And last but not least, and this is particularly important to me as CEO of the company. This is a very simple and lean integration and execution in front of us. This is adding zero complexity to everything as we are doing is a stand-alone initiative where we'll really be able to inject the best of our products and capabilities to accelerate growth. Let me jump on Page 5. This page, you may remember it from our Capital Market Day presentation is mapping our markets across 2 dimensions. Vertically, the card penetration, and therefore, how much more growth -- structural growth there is in the market and horizontally, the Nexi market share, and therefore, the Nexi position. And here, you see Spain jumping on to the map. And as you see very well, we expect Spain to provide both opportunities in terms of market expansion as penetration grows and new innovative propositions come to market, but also in terms of growing market share further. My super summary is always -- I always say, it's like adding another Italy to the portfolio that we have, given the characteristics and the growth opportunity there. Let me summarize on Page 6, the key elements of the transaction. First of all, we are acquiring -- technically, we're acquiring 80% of PayComet. PayComet is a fully owned company by Sabadell that already includes payment activities. Basically, Sabadell will transfer into PayComet all assets associated to merchant acquiring, obviously, starting with the contract, and we will buy 80% of these, and you immediately understand why this is a very simple integration because there is a team up and running, there is a company up and running, there is a license up and running. There are process up and running, and therefore, integration effort will be minimal. We are paying from this EUR 280 million that we will be paying with available cash with an implied multiple of about 11.5%. The closing is expected in the fourth quarter of the year subject to the necessary approvals, even if we don't see any issue coming out of that. As always, this acquisition is combined with a long-term distribution agreements for the next 10 years renewable by another 5 plus 5. And last but not least, as always, we have wanted to align now fully our interest and interest of our partner through a rebate mechanism plus potential earn-outs that are subject to an overachievement of plan. And as a reminder, every single time you see us paying earn-outs, this is very, very good news because normally, the multiple on earn-outs is much, much lower than the earn-out on the base and [ therefore ], in case we end up paying these earn-outs, this means that the implied multiple for the overall asset will be much below -- very much below 10x EBITDA. Let me now jump to volume update, as usual, on Page 7. As anticipated, overall double-digit volume growth in the fourth quarter across all geographies. Here, we're representing the growth rates across our markets and macro segment versus last year, which is an approach we have taken more recently given the fact that the benchmarking with 2019 is less and less meaningful, even if as usual and probably for the last time, we are actually adding in the appendix also the comparison with 2019 recovered numbers. Let me just comment rapidly. You see here, Italy trending at around 10% for the last quarter, but actually accelerating to about 15% in the new year, this is basically a combination of January and almost for February. And here, you see how much high-impact consumption is actually accelerating the growth. You see that we continue to see a very solid performance of Italian cards, but actually the traffic from foreign cards and the 4 visitors to Italy is also contributing more and more to volume growth coming back gradually to normal levels. In the Nordics, we had a similar pattern, a good fourth quarter accelerating through the quarter from 10% in October to 17% and actually year-to-date in the new year, we're about at 21% growth. Again, here, high impact consumption becoming a big driver. And last but not least, note Germany in here, I suggest we look at the dotted line, at the blue dotted line that is neutralizing the effect of volume reduction that we have imposed ourselves as we did decide to give up certain high-volume relationships that were not worth having in terms of value creation. And here you see that throughout the quarter, we are also trending 14%, 14%, 29%. And then in the beginning of this year up to 31%. And again, also here, you see high impact consumption sectors driving the growth. Let me just now jump to Page 8 and give you a quick update on Merchant Solutions and the key business progress here. I will not go through all of them. Let me just point out at the few of them. SMEs, as have anticipated 25% volume growth versus last year were well supported by a strong continued customer base growth that we measure by an increased a number of terminals in our base by 200,000 in the full year, mainly driven by Italy, DACH and Poland. We continue to see a good traction, especially in Italy of the new-to-cards propositions that for us is a mobile POS that is very important in a market that is still growing and where the base is still expanding. And here, the very important strategic evolution for us is that we're seeing very, very good traction from digital sales, digital channels, and this is something that we'll be replicating across all markets over time. Last but not least, we continue to expand very materially our partner base with a specific focus on ISV partnerships, both with market leaders. And here, we mentioned Olivetti in Italy, but also with vertical specialists across all geographies. And here, you see a few names from wellness, ticketing and so on and so forth. Coming to e-commerce. E-commerce, a 12% growth in the year with continued customer base growth. Customer business has grown actually about 20% versus the end of previous year and with a stronger focus on the mid segment that is more and more of a core target for us. Second thing that I would like to mention also here further expansion of new partnerships, both with web agencies and developers and ISVs here, there is clearly a gradual convergence with what we are doing with SMEs. And last but not least, and this is for us quite strategic going forward, continued expansion of our enabled APMs. Here, we mentioned AliPay and WeChatPay in DACH and the Nordics. And this is particularly important also because it's leveraging the mid-layer that we call Nexi Relay that is allowing us basically to build scale across our geographies as we drive innovation while still maintaining a strong local entrenchment local customer experience when it comes to front end and scale when it comes to back end. Last but not least, on LAKA, 15% volume growth, even if here the volume growth is not really our key focus. Our key focus is value growth. As you all know, you may buy a very large volume contracts with very little to no margin, which is not our approach. Note here, we have a strong pipeline of commercial wins across markets with a specific focus on omnichannel, grocery and retail and vertical solutions in petrol and EV charging. Here, we mentioned the strategic partnership with Eni, it is one of the very largest Italian European companies. This is already a very good customer. a long-term customer of us. And here, we're expanding the relationship, both in terms of innovative proposition across the board, but also in terms of geographies. And last but not least, we are more and more rolling out our omnichannel solutions in Germany and Switzerland, leveraging on the capabilities that we have developed over time in the Nordics and in Italy. Let me now pause and hand over to Bernardo for results.

Thanks, Paolo. Good morning, everyone. We have a dozen or so slides with regards to financial performance for 2022 based on the perimeter consistent with the guidance we've given at the beginning of the year, and then I'll end with a couple of slides resetting the baseline for M&A, both one which has been completed or signed and the ones which we announced back at the Capital Markets Day. So starting on Slide #10. A few call-outs here on the slide to try and give you transparency with regards to our kind of performance for the quarter and the year in order to be able to understand the underlying trend, in particular with regards to the fourth quarter, and therefore, to be able to have a good idea as to how we exited 2022 and look into 2023 ahead of Paolo's guidance at the end of the presentation. So revenues grow just north of 7%. As you can see, 7.1%. We then highlight how if you exclude Ratepay, which, as you know, we've been managing on an available-for-sale basis, and therefore, managed its performance during the year in terms of revenues and growth in line with our ambition to sell the asset and therefore, not fueling the growth as in the past. That growth, the top line growth would have been 7.8% if you exclude the Ratepay and also to provide you further insight into our performance, if we go up for scheme fees as other players in the sector do, top line growth would have been double digit at 10.5%. The fourth quarter was a little softer and slower than the rest of the year, as you know, because comp reasons compared to 2021, in particular. We have growth of 4% in the quarter. If you normalize for Ratepay, that's close to 6%. And if we look at the revenue growth gross of scheme fees that's close to 7%. Moving on to EBITDA. We closed the year with EBITDA growth in the mid-teens at 14.2%. That's more than 300 basis points of margin accretion from 46% to 49%. In the fourth quarter, EBITDA grew close to 9%, and we had north of 200 basis points of margin accretion. If you look at Slide 11, we have details on performance of Merchant Services, which is more than half of our revenues. And as you can see, gross of scheme fees, Merchant Services revenues grew 15.3%. If we look at the net of scheme fees it's still double digit in line with the guidance we provided in February last year. And if you normalize for Ratepay, as I said, we have, we pick up another almost 2 percentage points in terms of top line growth in the quarter, consistent with the comments I made for the full year, we had revenues growing 3.3%. Overall, if you exclude scheme fees, that's close to 8%. In general, I think we can see in terms of volumes, and Paolo mentioned it in his opening remarks, strong continued volume growth across all geographies in the group. We also, more importantly, see growth in our customer base across business areas within Merchant Services. You see here how we added more than 200,000 POS terminals in the year, and we had a 20% plus growth in e-commerce clients. SME transactions, which are at the heart of our business are growing north of 25%. And as I said, we should look at the fourth quarter performance net of Ratepay, which we're managing ahead of a sale in order not to consume liquidity and create bottom line losses. One other call out about the fourth quarter, I think I referenced to it last year, maybe in some of the one-on-ones due to the performance within the year in terms of volumes in 2021. So this is a call out about 2021. The ultimate cost of scheme fees, net of everything which goes on in the year with regards to volume targets, et cetera, and the same with regards to our bank relationship in Italy was effectively calculated towards the end of the year, and that's led to a fourth quarter in 2021, which was a little richer in terms of the top line to a normal year, and that is also affecting order performance in Merchant Services, in particular, in Italy. Moving on to issuing. We have strong growth in international debit in Italy. And in general, in the licensing business model in Italy, this led to a close to 5% growth in revenues, 4% in the quarter. I think it's important to call out based on also what we discussed at our Capital Markets Day and our strategy in issuing to win new clients, and here, we called out the Commerzbank win, which is an important add and a very strategic geography for us in Germany, with a blue-chip client like Commerzbank, but also in terms of upselling and cross-selling to our customer base here and we call out how we are extending our advanced issuing solutions through bank customers across Europe. I think another call out here is about fourth quarter. We had a slight slowdown in project work in Southeastern Europe, which also slightly reduced growth in the fourth quarter compared to the full year. Moving on to Slide 13. We have Digital Banking Solutions, which contrary to the rest of the business actually had an acceleration in the fourth quarter. This is driven primarily, I'd say, by projects across geographies. So there's no 1 real call out here. It's just generalized in eID in Denmark and across bank customers in Europe, we had more project work than usual in the fourth quarter overall. We have growth in the Europe just north of 1%. If we look at the geographic breakdown, I think this tells a similar picture to what we described for the group as a whole. We have Italy growing just north of 7%. Same goes for Nordics. We have a slightly lower growth in Southeastern Europe. And if you look at DACH and Poland, these are the geographies which grow the most, if you exclude Ratepay, which, as I said, has been managed in terms of a slowdown at 12.5% if you include Ratepay paid, that is 6.5%. Moving on to Slide 15. I think this is a very important slide, where we give you details with regards to how our cost base behaved in a context of strong top line growth, but also inflationary pressures. So we saw how volumes are growing in the mid-teens level, notwithstanding this volume growth, new client addition, an overall increased size of our business, overall costs increased less than 1% in the year. If you gross this up for scheme fees as we did for revenues, clearly, that is a higher growth close to 8%. But on a net basis, this is a 1% growth. And this is clearly due to a strong and focused effort to keep costs under control, delivery of synergies, but is a strong testament to another claim we made in the Capital Markets Day that our business is one which benefits from strong operating leverage, so strong top line growth, does not necessarily translate into cost growth. Moving on to Slide 16. We have CapEx, which are in line with the guidance we provided at the Capital Markets Day, growing to about 16% of revenues in the year. This is a peak year in terms of CapEx, we see on slide 17, [ how I ] expect overall CapEx to trend to just south of 10% of total revenues as revenues grow and as the residual part of transformation integration CapEx gets deployed over the next coming [ 7 ] years. Moving on to Slide 18, again, more details with regards to our costs below. EBITDA, we have close to 50% reduction in transformation and integration costs. This is something we also had guided to when we end up landing. Overall, if you include other nonrecurring items such as earn-outs or M&A-related fees and costs, but also include noncash items or items which flow to our P&L, but are borne there by others for instance, the IPO costs, which are sustained by the sponsors that originally bought ICBPI, the overall nonrecurring items figures EUR 245 million, EUR 186 million of this is cash. The rest is noncash, which is broadly in line with the guidance we gave at the Capital Markets Day. Moving on to Slide 19. We now introduce some slides on let's say, our cash generation and this needs to compare to the past, and I would say, consistent to what we discussed back in September. So we have close to 56% growth in terms of EBITDA, less CapEx less transformation costs or nonrecurring cash items at EUR 186 million we saw in the earlier slide. And this translates into a 15% growth in terms of our bottom line earnings on a normalized basis. So if you exclude the nonrecurring items from the P&L. And this is close to EUR 700 million in terms of normalized net profit. We also take a look at cash generation. And you remember, we gave a EUR 2.8 billion cash generation target for the years '23, '24 and '25 in our Capital Markets Day. So if we look at this chart, we can see how we move from the EUR 1.6 billion of EBITDA to close to EUR 400 million of cash generation in the year. And we break it down between the various items, both on an operating level, so including other than CapEx and nonrecurring cash items, also the narrow working capital change of EUR 65 million. And then to the right of the operating cash flow, we have cash taxes, interest expense, and other cash items. We have a call out here about EUR 100 million of cash taxes, which were basically deferred to 2023 there. They are the competence or that they're on an accrual basis, they would be 2022 cash taxes or taxes, but we're actually going to be paying them in 2023. So that's important to note that our ending cash balance benefits from this and our cash flow for 2023 will be affected by it. Slide 21, net debt. We closed the year at just south of 3x leverage that include the synergies we announced back at the acquisition date, and we are -- I forgot to mention this on costs, we're delivering to slightly ahead of target. We closed the year with EUR 110 million cash synergies compared to EUR 100 million we targeted for the year. If you exclude those synergies, it's 3.3x. If you look on the right, we call out how we're proactively managing our EUR 7 billion out of gross indebtedness to make sure that we're always in a comfortable position with regards to leverage. Overall, 3/4 of our indebtedness is fixed and only 1/4 is variable. And therefore, only the rise in interest rates in the last 6 or 7 months has only partially affected our cost of debt, as you can see, we've moved from between 1.5 and 2 percentage points of cost of overall debt towards -- in the autumn of last year to just north of 2.5% now. Moving on to the last 2 slides before I hand over the floor to Paolo. So overall, I think the year , and we benchmarked it based on the perimeter when we gave the guidance, has been a remarkable year in which we delivered what we were expecting to deliver notwithstanding the fact we gave the guidance before war broke out in the Ukraine before inflation rose to levels which were pretty higher than expected and before the rate rise -- the rate cycle rise, which started towards the spring of last year. We now move on to resetting the baseline so that you have the right starting point for benchmarking guidance, which we'll speak to in a second. We've introduced the bottom line EPS normalization as well because from a bottom line basis, what we're doing doesn't really change anything in that -- in that moving Ratepay and DBS to below EBITDA doesn't change their impact on EPS. What impacts EPS is the M&A activity that we're carrying out in terms of acquiring assets. So moving from the left, you can see the net revenues add approximately EUR 50 million, just north of EUR 50 million of M&A. And this is the acquisition of the BPER book and the acquisition of Intesa's creation book. M&A outs and AHS is substantially moving the revenues of Ratepay and of eID in Denmark to below EBITDA. And we closed the Capital Markets Day perimeter. This is called a defined at EUR 3.143 billion. The same impact in terms of EBITDA. So we had EUR 40 million from M&A in and move to below EBITDA for 2022, approximately EUR 60 million of EBITDA associated with DBS and Ratepay mostly Nets DBS, which is the eID business. So we closed the perimeter at EUR 1.59 billion to EUR 1 billion in terms of EBITDA, which is your new baseline. If you look at the net effect in terms of EPS, and it's important to just focus on M&A out and available-for-sale assets. As you can see, there is no impact on bottom line because whereas both the eID and Ratepay our largest contributors to the top line in terms of when you start looking at these businesses in terms of the bottom line and net income, they're actually very small and don't change and move the needle at all in terms of earnings and bottom line earnings and EPS. Slide 23 gives you the same details broken down per business unit. So I won't dwell on this too much, and I would hand over the floor to Paolo, just summarizing what our performance in terms of top line EBITDA and margin expansion, bottom line would have been based on new perimeter. So 7.1% top line growth would have been 8%. The 14.2% EBITDA growth would have been 15.3% and the close to 15% EPS growth would have been 18%. Paolo?

Thank you, Bernardo. Let me now close with guidance for the new year and closing remarks. Basically, we have decided to confirm the guidance that we gave you at Capital Market Day, and therefore, 2023 is perfect in line with the longer-term targets that we did share with you back in September. Net revenues, we expect them to grow at least 7% with Merchant Services, again in the double-digit space. EBITDA, we expect to grow it at least 10% in the double-digit space. We expect to generate an additional EUR 600 million of cash with a very strong growth compared to 2022 and 2021 and even more. So net leverage will go down at 2.9x EBITDA, 2.6x, including rate synergies. This is pre-Sabadell acquisition that you just flagged to close in -- by the end of the year. If we include Sabadell, you should add another [ 0.1x ]. And last but not least, we expect to grow normalized EPS by at least 10%. Let me clarify the fact that our internal plans are actually higher than this 7% and 10% on revenues and EBITDA growth. And the simple way to look at it is to consider them as basically the lower end of a range normally would have given a range of about 2 percentage points this year given the macro uncertainties this is -- we prefer not to get into the range discussion, but we still want to give you what we consider to be a floor for the year. Let me now close again, reminding you on Page 26, our key messages overall, an year of strong progress, solid double-digit volume growth across all geographies and good start of 2023. Very solid financial performance despite the unexpected macro complexities in 2022 with strong -- very strong exceptional margin expansion in the year and very strong cash generation acceleration in the year and strong progress in creating the European PayTech leader with the add of Spain that we have announced last week, and we will complete by year-end. Overall, we have delivered our ambition for 2022, and we enter with confidence in 2023 with a guidance that basically looks at a year where we expect to at least confirm the performance that we had in 2022. Let me stop there and open to your questions.

[Operator Instructions] The first question is from Justin Forsythe from Credit Suisse.

Congrats on the Sabadell acquisition. I have a couple of questions here, one relating to that acquisition. So I guess you talked a little bit about that being a simple integration. Can you just talk a little bit to synergy expectations, whether there are any on the cost side? And then on the revenue side, I mean, is there anything incremental that Nexi can offer the existing Sabadell merchants within that book? And also on that, can you talk to structural differences in the Spanish market? Take rates appear to be much lower and EBITDA margins appear to be much higher? And then I guess, can you talk a little bit about the impact of Ratepay? I mean, it seemed like that was a significant drag. And on an ex Ratepay basis, merchant appeared to be a little bit stronger. Was there also a noticeable impact on transaction values as well in the DACH region related to that? And just any more color you can give on the year-to-date progression of transaction values. It seems like you obviously had a better performance on an acceleration basis year-over-year, but obviously an easy comp in January. So can you talk about that on a first 2019 basis between January and February?

Justin, thank you for the question. Let me take the first on Spain and the last on volumes, and I will hand over to Bernardo to cover Ratepay. First of all, synergies. The synergies that we expect to have on cost are fairly limited. You clearly have spaces like, I don't know, terminals purchasing price and a few other topics. But actually, where we expect to see most of the synergies actually on the revenue side and the top line. And here, the clear conviction we have and the share with the bank is that this market is somehow a little bit behind the other European markets in terms of product innovation, commercial innovation channels and so on and so forth. And we expect this to change, and we plan to make this change happen to our benefit here our expectations are based very, very clearly on our experience. I think this is the seventh book we are doing over the last 4, 5 years. And therefore, we have a high degree of confidence on our plans. On the structural differences, EBITDA margin actually it's a little bit misleading to look at the EBITDA margin because it is EBITDA margin of a book. And normally, the EBITDA margins of a book tend to be fairly high. So I don't believe that's necessarily the big difference. You're right instead when you talk about merchant fees, in Spain, this is a market issue. It's not a Sabadell issue. In Spain, fees tend to be lower than in other places for a few reasons, including some regulatory reasons. And most importantly, for the fact that being the business fully integrated with bank business so far, banks have the tendency, especially in certain cases, to cross-subsidize into -- and basically discount payments to the favor of other banking products. And we believe, as we have seen in other markets that has you have a clearer focus on the merchant acquiring business as specialist like us that enter the space. Now this actually will enable a more rational pricing approach and therefore may support a more favorable pricing in the market going forward. But again, we consider this to be a clear opportunity for us. On volumes, it's a little bit too early to also qualify too much February, also because February itself in the very beginning had some benefits from an easier comp with last year. What we have seen so far is broadly in line with our expectations. So again, it is a bit softer maybe than the 17% average, but it's still pretty positive. Bernardo on Ratepay?

So on Ratepay, if you work the numbers in terms of the normalization, you'll see that on a year-on-year basis, revenues, top line revenues actually decreased. And as I said, this is a voluntary decrease or voluntary management of Ratepay given that funding is a scarce resource. And more importantly, these are businesses, especially in rising rate environments, which are capable of creating a huge bottom line losses in some other BNPL players who announced results have shown. So we are careful to make sure that Ratepay didn't book a loss for 2022 in terms of its bottom line. And we are, as I said, preparing it for exit. Overall, in absolute terms, as I said, if you work the numbers in terms of normalization, you'll see we're missing approximately EUR 20 million of revenues from the top line in 2022 compared to 2021 for Ratepay. And this came as a decision back in the summer last year when we were preparing for the Capital Markets Day that we would dispose of the asset, and therefore, managed the second half of the year based on that. We also had some other effects which we knew of in terms of Ratepay's journey emancipating itself from its original parent company, the Otto Group which also affected performance, but that was, I'd say, always planned back from the time of the acquisition of Ratepay.

Got it. So I guess one quick follow-up, Bernardo on the Ratepay thing. Would you say the majority of the impact was concentrated in 4Q? I guess, 4Q probably higher usage of the BNPL historically because of the holiday season. Is that a fair way to look at it?

I would say so, yes. Just to be sure, I mean, we started preparing for the fourth Q and the third Q. So you would have a spread over the second half, I would say.

The next question is from Sandeep Deshpande from JPMorgan.

My question is, firstly, back again to Ratepay. What exactly are you doing at Ratepay, which is bringing down the growth rate at Ratepay at this point? And then secondly, when we look at the second quarter of '22, when the comps were most difficult for you, your growth was much stronger. So can we talk about what has changed from the second quarter of '22 to the fourth quarter of '22 in terms of the growth? Is it mainly Ratepay where you've changed things from the second quarter of '22? Or is it that the market itself has changed very significantly from the second quarter of '22?

Sandeep, I'll tell you about the Ratepay, but what was the last point you made about the second quarter of '22 marketing, did you say?

No, no. The dynamic here of different quarters.

Yes. So in terms of Ratepay, as you can imagine, I mean, this is essentially a consumer finance business where you're lending money and the way you grow depends on how you price the money you're lending. So it's, I'd say, pretty easy to manage the top line growth also in terms of acquiring new customers. So your eagerness to grow new customers needs to be matched by your willingness to fund these customers at competitive rates. And as I said, we are not in the business of losing money on the bottom line basis. So we manage the business according to that, starting from, I would say, just before the summer of last year.

Yes. And coming to your second question, hopefully I got it. I think there is, again, mainly an issue of comps. If you look at the second quarter -- I mean the quarterly performance across the year compared with 2019, which is something that we always do -- we've always done over the last couple of years for very obvious reasons. The reality is that the fourth quarter looks similar to the second one. Actually, if you look at total revenues with or without Ratepay, let me look at them without Ratepay. We may be probably being a 1 percentage point softer that I would attribute to a little bit of macro, but EBITDA actually was actually much stronger in the last quarter than the second quarter. So I think it goes back to what happened over time.

The next question is from James Goodman from Barclays.

First question, just on the growth acceleration that's planned in both '23 and in the midterm targets from the around 6% growth that you had in Q4, excluding Ratepay. I think it would be helpful if you could just take us through where you think the main step-ups in growth are coming from, especially given it sounds like you're internally targeting more of sort of range above the 7% this year and given the implied double-digit growth that's required beyond '23, is that still mainly coming from the DACH business? Perhaps you could just help us with a few of the key drivers of that acceleration? Second question, just on the CapEx trajectory. I think the ordinary CapEx was a bit higher than anticipated this year, if I'm not mistaken, why was that? And what's the explicit CapEx expectation for next year as we think about the components of your excess cash generation target that you've given us?

Thank you for your 2 questions. Let me take the first one, and I will hand over to Bernardo for the second one. On your first point, let me be explicit in saying that actually for 2023, we remain cautious given the macro uncertainties and therefore, all the guidance we're giving you is broadly in line with the performance of last year. So we don't expect to see a material acceleration in the new year. Then may be surprised if macro else, but that's more or less the outlook that we see at the moment. As far as the following years, what will drive the acceleration goes back to what we discussed back in September at the Capital Market Day. And basically, let me mention 3 specific elements that will drive that acceleration. First of all, a further acceleration in the underlying German business and DACH more broadly. #2, an acceleration in the e-commerce business with a strong focus in the mid segment across all our geographies. And third, an acceleration in the Issuing Solutions business on the back of basically 2 things. The fact that over time will not be affected any longer by some material discounts that were given by [ Nets ] as they did renegotiate in the past, the original contracts, and we already start seeing some benefit of that, plus most importantly, the strategic evolution of our propositions, not just in the Nordics, but across the board, towards more advanced digital issuing and Payment-as-a-Service type of products. So those are the key elements. Bernardo?

Can you just clarify, James, going back just to put some numbers to Paolo's answer. So if you look at the full year for 2022 based on Nexi's perimeter, which has been, let's say, performance for Capital Markets Day, so the guidance that we are giving to you now that we grew 8% in 2022 full year, and we're guiding to 7% to the floor. So there's no -- which is the floor, right? So at least 7%. So there's no growth implicit in that guidance. If we look at the fourth quarter, the exit rate of this year, and you normalize not only for Ratepay, which we're moving to below the top line, as you know, doesn't have any impact on the bottom line. We've discussed that. But normalized for Ratepay and also for that year-on-year effect in the fourth quarter of scheme fees, et cetera, which I mentioned earlier, that growth in the fourth quarter is absolutely in line with the full year guidance for 2023. Just to be clear on that. With regards to CapEx. So as I said, we peaked and we plan to have peak in CapEx for 2022. So next year, we start our descent towards that below 10% level by 2025. And I can give you just, I would say, I'd add to that, that we expect overall CapEx in absolute terms to be lower in 2023 than in 2022, not much lower, I would say, but lower.

Okay. That's helpful. I think it was the scheme fee waiting, but perhaps that I was missing. Just one very quick clarification, if I could, just on the press around UniCredit potentially spinning out some aspects of the payments business. Just wanted to make sure that would be -- have no implications from your perspective or see as long-term processing arrangement with the bank?

James, let me take this. Again, UniCredit is a very important customer for Nexi. We have a long-standing relationship and also a contract that extends this relationship to 2036. And that's basically the base of the relationship. As you have read or the rumors are saying that the bank is now continuously reconsidering their payment strategy. And I think this is very typical of most of the large banks. We're having conversations with other banks also outside of Italy on the evolution of their payment strategy. And obviously, we are happy to be part of those conversations. But again, the base of the relationship is a very long-term contract that is in place as we speak.

The next question is from Hannes Leitner from Jefferies.

I have also a couple of questions. Given that you put now Ratepay and the Nets DBS business is available for sale, maybe you can remind us or what is your expectations on the time line, the Capital Markets Day a couple of months back? And then in terms of cash generation, I think you raised EUR 900 million new debt facility. Can you remind us there about the interest payment that you have and what is your expectation of any upcoming refinancing in terms of pricing? And then the last one is just on headcount. You indicated that you are ramping up your own sales force. Maybe you can give us an update about the headcount evolution and that increase in sales -- direct sales force?

Let me maybe comment on the last one, and then I will hand over to Bernardo for the first couple. Yes, you're right. We are continuously actually investing in our business and exactly in the rational of what I mentioned before and therefore, strengthening and growing faster in Germany, accelerating in e-commerce and in advanced digital issue, but also more in general, strengthening our go-to-market across most of the geographies also in terms of direct channels and go to market. We are -- last year, we've optimized our investments given the macro uncertainties. You may remember at this call last year, that we talked about our investing part of the synergies. We have done it but only partially last year given the market uncertainties and it is also supporting this amazing 311 basis point margin expansion. A part of those investments will continue this year, and we plan to increase. I don't remember the exact number by -- but in a substantial way our front end of the business in the market, especially on those areas. Let me repeat it again, in general, DACH and go-to-market in DACH, I would say, e-commerce go-to-market across all geographies and SME go-to-market and new channels across all geographies. Bernardo, first and second?

So yes, the 2 assets, which we bucketed as available for sale. I think we are further ahead in the process with EID, which has raised quite amount of interest a very broad range of potential buyers. So I would say that, that is something which is well on track and we expect to be successful in our disposal process in the coming months. Ratepay is a little more complicated because of the overall funding environment, which I mentioned earlier. I think we are managing the business so as to make sure that it is broadly neutral from a bottom-line perspective for us and at the same time, managing the business so that it's ready to be sold. But I would say timing on that is a little longer given the marketed operation and the current overall environment. But importantly, you should take note of what I said, this is not burning a hole in our pocket. It's actually being managed in line with what I was mentioning earlier with regards to our with regards to our funding needs and abilities. With regards to funding, you also asked about the EUR 900 million loan facility. As you remember, we announced this back at the time of the Capital Markets Day and the spread we obtained was, I think just -- it was absolutely in line with the IPO facilities. I failed to remember the action. I think it was 1 and 1.58. We then subsequently swapped it to maintain the fixed to variable rate mix in our funding portfolio. And when we swapped it on a 5-year basis, I think the all-in cost was just around or just shy of 5 percentage points. If you look at where our bonds are trading today, I would say the 5-year money cost us in the region of 5.5%. So any new funding on a 5-year basis would be at that level. Clearly, funding going forward -- and a lot of our debt is legacy debt from the acquisitions, by the sponsors of Nets and Nexi. So going forward, we are hugely cash generative. And over time, I think our need to refinance the capital markets will be substantially lower than what it was in the past.

The next question is from Antonin Baudry from HSBC.

Two, if I may. The first one is would it possible to update us on the integration of platforms of the group? So it can be a acquiring platforms on processing platforms. Where are you in this journey? And my second one is about your M&A strategy. Would it possible to give us more color about opportunities of M&A in Europe, which geographies on the capacity you have with your current level of debt to self-finance M&A?

Anthony, thank you for both questions. Let me try to take them. On platform consolidation, basically, in our plan every year, we shut down platforms and data centers and so on and so forth. This year -- I mean last year, we did actually consolidate 5 data centers and a couple of processing platforms we expect in the new year to basically do it in reverse and therefore, consolidate another couple of data centers and about 5 to 7 processing platforms. So this is an ongoing work. And this is the reason why in the new year, we expect to see a good contribution of the technology area on our cost synergies. On M&A, listen, as we said in the past, our key focus remains in the Merchant Services business and in particular, in either merchant book acquisitions, either to consolidate in geographies where we are already present or to enter into new geographies when they are very attractive. And this is exactly the case of Spain. The second area of potential investment for us is the one of capabilities, products, technologies, especially, I would say, in the e-commerce space and maybe to a second level of software integration space. Again, if you look at our pipeline, it's a very focused pipeline and it's a very focused pipeline of small- to medium-sized type of deals that doesn't create any specific pressure on our funding ability. Perfectly compatible with the plans that we did share with you at the Capital Market Day.

Maybe a quick word on the evolution of the competition you see. Do you see a major change in the evolution of competition in the geographies you cover?

No. I would say no major change. It's always a combination of more global specialized competitors that come on specific segments with global platforms that are obviously good for -- to serve global customers, but very often struggle to be able to adapt to the local environment, and that's where we win being more entrenched and be much more local and very local competitors that normally are a bit more price aggressive and -- but struggle to deliver the same type of proposition that we can deliver to our customers.

The next question is from Sébastien Sztabowicz from Kepler Cheuvreux.

You mentioned some initial discussion with some potential banking partners. Where do you see this kind of discussions happening right now? Is there any specific geographies where you see more discussions with some potential banking partners? And second one is on the transformation CapEx for 2023, where do you see transformation CapEx trending 2023? And do you believe you will remain in your CapEx range for the ongoing CapEx for 2023? Basically a little bit more clarity on the CapEx will be well appreciated. And the last one is on the ISV strategy. You mentioned a partnership with Olivetti right now. Could you comment a little bit on the strategy there and the progress you made in the different geographies like Italy, Nordics and Germany?

Sebastian, this is Paolo. Let me try to take the first and the last, and I will hand over to Bernardo for the second. These banking partners, unfortunately, I have to give you a short answer in the sense that I cannot tell you which are the geographies that we're having conversations with. But again, it's really, really focused. We don't follow all possible options that are around and so on and so forth. So it's really, really a handful of conversations that are happening. And again, the way to think about it is attractive markets where we're already present where consolidation can happen and new very attractive markets. And again, if you think about Europe, there are not that many where we're not present the debt can be considered highly attractive. Let me just add to the fact that we are having conversations not only with banking partners, but also with specialized companies that in -- that have specific capabilities that are interesting for us and that may be in the current environment as struggling a little bit more than in the past. And this is clearly a good opportunity for us. On ISV partnerships, let me go back to what I think Roberto presented at the Capital Market Day. And by the way, we may be having an update on some verticals over the next months to give you some more flavor and color on the progress there. In general, we are going for 2 type of partnerships here. One is with the market leaders that are covering multiple segments, and that's very much the case of Italy, where basically the top 4 or 5 market leaders go across the different segments. And altogether, cover 40% to 50% of the market. And here, we already partnership with most of them and very specialized ones that are very, very vertical. I think in my page before, you had the very specific example like wellness. So you don't have only the hospitality, the restaurant and all of that, but you start to see micro segments emerging. And for us here, in both cases, the partnerships are a combination of combining propositions, but most importantly going to market together with our products and services. On CapEx, Bernardo?

Yes. We gave you the planned spend. It was EUR 173 million this year of transformation CapEx. We plan to spend a further EUR 130 million over the next couple of years, most of it, I would say, is next year. So that EUR 173 million will probably be around EUR 100 million in 2023 of transformation CapEx and the residual amount in 2024, and potentially a final tail in 2025, but EUR 130 million is the number, and we don't expect that to go up unless obviously, there's huge transformation M&A, which we don't expect.

And for the ongoing CapEx, where do you see the ongoing CapEx? Still in the targeted range?

So I think -- and when I answered James, I think I referred to the fact that next year, we will spend less in total than we spent this year, not much less as a percentage of revenues with revenues growing, obviously, that percentage comes down. And I gave you an indication of transformation CapEx. So the rest will be ordinary CapEx in terminals.

The next question is from Mohammed Moawalla from Goldman Sachs.

A couple for me. Firstly, can you just confirm in your kind of above 7% revenue growth guidance? Are you still expecting Merchant Services revenue to grow double digit? And then secondly, can you talk us through the shape of growth? I know Q1 has some relatively easier comps and given what you've seen year-to-date, how should we think of that growth evolution? And beyond the macro, is there anything else that's sort of driving maybe perhaps some of that caution in the growth top line growth guidance you've given?

2 simple, I think, answers. The first one is a simple yes. We expect to see double-digit growth again for the Merchant Services business with a special contribution from e-comm and DACH, but actually with nice growth across all geographies. To the second question, your guess is obviously right, when you look at the shape for the year, at least what we were able to plan for now basically is assuming a slightly better performance in Q1 based on easier comp in January and more or less consistent performance in the other 3 quarters. To be honest with you, we have not done specific assumptions around macro evolution throughout the year because I think we don't want to compete with Central Bank people that are better than us doing those expectations. We have taken a basically an approach to the year, which is based on the recent estimates around that is broadly in line with what we saw on the back of Capital Market Day expectations.

Got it. And can I just -- maybe one for Bernardo, you had the kind of EUR 100 million of deferred tax benefit in '22. So how should we think of the sort of EUR 600 million? Is that sort of EUR 500 million on an underlying basis? Or can you kind of absorb that EUR 100 million sort of deferred tax headwind and still generate in excess of that for '23?

No, you should think of it as we have EUR 100 million of cash in our opening balance and then we will generate EUR 600 million of cash during the course of 2023, but EUR 100 million of that will pay the tax liability. So the money is fungible. So either you can take it from wherever they want. We said we generated EUR 400 million in 2022, and we'll generate EUR 600 million in 2023. So you should look at it as either that EUR 400 million is actually EUR 300 million, and we doubled that amount to EUR 600 million or the EUR 400 million, those to EUR 500 million. I mean, ultimately, the EUR 100 million, you can take it from one end or the other. But the cash generation from the business in 2023 to EUR 600 million.

The next question is from Aditya Buddhavarapu from Bank of America.

Most of them were already done. But just quickly on 2023. Can you just talk about the priorities for the use of cash between deleveraging M&A cash returns? It's something that you touched upon at the CMD last year? And then second, can you just elaborate on the scope for maybe some more disposals in any part of the group. And then finally, just on 2023 for the outlook. You had some impact from exiting some of those riskier contracts or us are merchants in Germany, you had some impact from price renegotiation in the Nordics. So if you -- can you maybe just give us the number on what is the impact on those in '22? And what do you expect for '23 on those things?

So use of cash, let me go back to what we said back in September. Again, we have 3 ways, there are 3 ways we look at it. And the criteria ultimately is the EPS accretion and value for our shareholders. You have the M&A option and we discussed it before, again, a very focused pipeline of small- to medium-sized situations. Second, paying back debt. But I want to underline the fact that in 2023, we have no debt to be repaid. Obviously, we'll continue to optimize our debt profile based on market evolution, but we have no debt to be repaid. And third, option remains giving back cash to our shareholders through buybacks or dividends or extraordinary dividends or whatever is the most appropriate at the moment. Therefore, as you think about 2023, you should have remind the first and the third of these options, again, the criteria is -- will continue to be shareholder value creation and EPS is going to be the key KPI for us. As far as disposals are concerned, as Bernardo, we are busy working on Ratepay and EID, but we continuously relook at our portfolio to make sure that it's optimal for us in terms of strategy and growth profile going forward. But honestly, also that we are the best owners of the specific assets and we can really create the best possible value out of them. So we will continuously review it. So those 2 are not the only things that we are looking at. Last but not least, risk year contracts, your memory is right. In the year, we have been affected by the 2 components that you have mentioned. I think in the new year, there is a little bit more on those contract renewals discounts that you were mentioning for the Nordics. Actually, some of it has been "postponed" from 2022. So this has been affecting '22 less than expected. So there will be some impact in 2023, while I think on the cleanup of high-volume riskier contracts that we were not liking. I think most of the work is behind our shoulders.

That was impacting more volume.

And it was impacting more volume than revenues, yes.

I mean overall, I think just to give you a size, I mean, we're talking about significantly less than 1% of total revenues in terms of what we're talking about here.

Absolutely.

For 2022.

Yes. So that we will continue to remain focused again. I think this is really, really important because we look at volumes as a proxy of performance, I understand why, obviously, but ultimately, that's not the way we look at our business. We don't go for volumes. We go for profitable revenues. And by the way, with low complexity.

The next question is from Gianmarco Bonacina from Equita.

A couple of questions, please. The first one is about the synergies. If you can tell us what you have embedded in your 2023 outlook in terms of synergies, but maybe gross and net on the top line and on cost. And then the second one is more on the commercial momentum. Clearly, you discussed about the fact that you reshaped a little bit some of the merchant base. Do you expect to have a stronger growth in terms of net merchant in 2023? And how is your pipeline already on this front?

Let me take the second and then hand over to Bernardo for the first. Listen, we obviously are working to maintain a strong commercial momentum. I think we've been consistently adding that amount of customers on a rolling base, if you go back to the last year or so. Take into consideration the fact that we'll be focusing more and more on the [ meat ] segment and for again, customer numbers of on number of terminals that are not necessarily the perfect KPI but is more the revenue contribution of them. But again, we expect to see this continuing into an environment that is expected will become more competitive going forward, again, as expected. Bernardo, on synergies?

On synergies, I think you often ask us about integration. Integration is well on track. Actually, it's completed from a corporate standpoint, and we are delivering, as Paolo's saying, on our IT strategies and synergy strategies we gave you, one final time, it's an update on 2022. So EUR 110 million. We target as EUR 100 million. At Capital Markets Day, we said we would generate north of EUR 420 million of overall cash synergy in the planned period, and we remain committed to it, but we won't be giving detailed disclosure with regards to synergies going forward. I think we've increased the level of guidance to cash and bottom-line EPS and synergies ultimately feed that. What is a synergy becomes incredibly difficult to map especially on revenues, but also on costs once you are an integrated group. So I think if we were able to -- or if we wanted to, we could, but I think it's more detail than necessary, you have the bottom-line guidance, the cash guidance and that is also fed by synergies going forward.

Yes. As we have integrated the company now fully into 1 organization, honestly, we continue to track it internally because we want to make sure with the labor, but honestly, giving you numbers would be a little bit not serious because there are so many estimates into a that doesn't make any sense. Again, they're fully embedded in the long-term guidance, the fully embedded in the current guidance for next year -- for this year.

The next question is from Simonetta Chiriotti from Mediobanca.

A couple of quick questions. The first is on the technical table on fees with the Italian government that according to the prices started yesterday, if you could give us an update on what you expect from these conversations? And second, if you could provide us the underlying plan in Southeastern Europe that in the last quarter of the year was a bit weaker than in previous quarters?

And thank you for both questions. I'll let Bernardo comment on the underlying trend. On the government initiative, as you said, the government will call the table to convene at some point in March, the table as to basically close and come to a conclusion by the end of March, and we are happy it's going to be a focused process and a short process. As you can imagine, across the ecosystem that are ongoing conversations based on what we see and how we see those conversations evolving. Basically, we believe that it would be fairly possible to come to a conclusion that basically meets the government objectives, while at the same time, having no material impact on our P&L and take into consideration the fact that there's always that here, the government is looking at measures to support small merchants on small transactions. And Nexi has been -- four years ago, I think now the first one to go to market with some specific solutions for that. So we are well equipped, and we are already moving in that direction.

In terms of Southeastern Europe, I think it's patent to note that it's not really about volumes there. I think we called out, it more related to project work. I would mention 3 things, I'd say, affecting performance, not only in the fourth quarter but for the full year, Southeastern Europe one. I think we called out back at the time of the breakout of war in Ukraine. We lost a client, which is a subsidiary of Russian bank. One of the geographies and that accounted for a couple of million euros of revenues for the year. Then I would call out 2 other things. One, is, I would say, generalized project work for the multiple banks, we're present in many geographies across Southeastern Europe, and this is pretty fragmented across the board, and there's no real reason for just a slowdown, which is given the size of the division, we're not talking about huge amounts of money. And then the final one is we had a delay or today, we had -- with regards to DCC related revenues, we had, I would say, supply side events, which basically caused a slowdown in the growth in that business in the area and the supply of post terminals in those geographies. But they're all very fragmented, no one single trend, and it's not about volumes.

The next question is from Alexandre Faure from BNP Paribas Exane.

I have a question on Issuing Solutions. And I think Bernardo, you sort of touched on slowdown in project work. I don't know if that relates more to DBS or to Issuing Solutions. But I guess more broadly, I'm curious if you've seen any macro impact in Issuing Solutions affecting project work. And I think on the Q3 earnings call, Paolo, you also mentioned one very large new customer who was moving as fast as they could in doing new work with you. I'm wondering if it's still ongoing at the moment? And my second question is on UniCredit, you mentioned that very long-term agreement with them. I suppose there's a breakup close in that contract. I'm wondering if that penalty attached to that close might be in the triple-digit million euros or more double digit? Just give us a sense there would be helpful.

Listen, so on the Issuing Solutions, you're right, actually, the lower project work is actually happening in Issuing Solutions. On the other hand, in DBS, we had more than expected and more than last year project work. And you can see from this, there is not a trend here. These are specific situations that combined make a difference. Never forget that when you start looking at the quarterly numbers, EUR 1 million or EUR 2 million make a huge difference in terms of percentages. So we don't see any specific worrying trend on issuance solutions and not even an exciting trend in DBS. So no new news, just a quarterly effect. On your second one, to be honest with you, I don't remember exactly what I was referring to back, but let me try to reconstruct it. But in any case, we are doing -- we are in conversations with many, many, many customers in terms of doing more work for them, in particular, banks, I would say, with every single bank that we serve today, we're having conversations. We're doing more products, doing more value-added services for them, for example, on CDM and so on and so forth. And this goes for corporates as well. ENI is a good example of a bank -- sorry, of a corporate that is probably our largest corporate customer across the group that is keen to expand the relationship with us across more products and services and more geographies. So there is not one case. If you're referring to instead new customers, definitely I would have in mind, the Commerzbank that has been, I would say, a long process normally happens in this case is that is something that we are very happy with. On the UniCredit counter, there is no breakup clause.

[Operator Instructions] Mr. Bertoluzzo, there are no more questions registered at this time.

Thank you. So thank you to all of you for attending. We plan to close it by 9:00 to let you go to market, but we missed the target by 15 minutes, 15, 19 minutes. Again, thank you for attending the key messages, strong progress in 2022, looking forward to 2023, pretty much in line with more progress, more growth for the business, more cash generation for the business in line with the acceleration that we've seen last year. We will be on the road over the next few weeks in the U.K. then potentially in the U.S. So hopefully, we'll meet many of you then. In the meantime, please come back to us with any questions on the details of our presentations and our disclosure. Thank you very much, and have a good day. Bye-bye.