Nexi Spa Azioni Ordinarie

Good morning. This is the Chorus Call Conference Operator. Welcome and thank you for joining the NEXE Full Year 2022 Financial Results Conference Call. As a reminder, all participants are in listen-only mode. After the presentation, there will be an opportunity to ask questions. Should anyone need assistance during the conference call, they may signal an operator by pressing star and zero on their telephone. 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 Mingroni, 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 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 a year of strong progress for our company, despite a macro environment that has been more challenging than what we would have expected only one 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've 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 that'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 near-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 ABW margin expansion despite some early signals of inflationary pressures on the cost base. Last but not least, and this is the first time we underline it, if you take the operating cash generation measured as ABW minus capex and minus non-recurring 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 110 million euros, 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. It 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 expected. Let me start by giving you a bit of more flavor on Spain and moving to page four. We're actually very happy for this win and I'm particularly proud for the fact that it has 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 with, by the way, good economy potential. with unique structural characteristics and very significant growth potential. Car 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 Sabadella, which allows us to start in Spain a strong initial position. It's still a challenger 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're a second merchant acquirer that always had a special focus on payments. They have 380,000 merchants generating almost 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 else we are doing. It's a standalone initiative where we will really be able to inject the best of our products and capabilities to accelerate growth. Let me jump on page five. This page, you may remember it from our Capital Market Day presentation, is mapping our markets across two dimensions. Vertically, the car penetration and therefore how much more growth. structural growth there is in the market and horizontally the next market share and therefore the next position. Here you see Spain jumping onto 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 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 six the key elements of the transaction. First of all, technically we are 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's a license up and running. There are processes up and running. And therefore, the integration effort will be minimal. We're paying for this 280 million euros. 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 agreement for the next 10 years, renewable by another 5 plus 5. And last but not least, as always, we have wanted to align fully our interest and the interest of our partner through a rebate mechanism plus potential earnouts that are subject to an overachievement of the plan. And as a reminder, every single time you see us paying earnouts, this is very, very good news because normally the multiple on the earnouts is much, much lower than the earnout on the basis of four. In case we end up paying these earnouts, this means that the implied multiple for the overall asset would be very much below 10 times EBITDA. Let me now jump to volume update as usual on Phase 7. As I've anticipated, overall double-digit volume growth in the fourth quarter across all geographies. Here we're representing the growth rate across our market and macro segments. versus last year, which is an approach we've 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 pre-COVID 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 full 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 cars, but actually the traffic from foreign cards and therefore 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 from the quarter from 10 in October to 17. And actually, year to date in the new year, we're about a 21% growth. Again, here, impact consumption becoming a big driver. And last but not least, Germany in here, I suggest we look at the dotted line, the blue dotted line that is neutralizing the effect of volume reduction that we have imposed ourselves as we 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're also finding 14, 14, 29, And then in the beginning of this year, up to 31%. And again, also here, you see our impact consumption sectors driving the growth. Let me just now jump to page eight 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 at a few of them. SMEs, as I've anticipated, 25% volume growth versus last year. well supported by a strong continued customer base growth that we measure by an increased number of terminals in our base by 200,000 in the full year, mainly driven by Italy, DAC, and Poland. We continue to see a good traction, especially in Italy, of the new two-cart 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 mention 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, 12% growth in the year. We continued customer base growth. Customer base 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 the 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, continuous expansion of our enabled APMs. Here we mentioned Alipay and WeChat Pay in DAC 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, a local customer experience when it comes to front-end and scale when it comes to back-end. Last but not least, on LACAS, 15% volume growth, even if here the volume growth is not really our key focus. Our key focus is value growth, as you will know, You may buy a very large volume contract with very little to no margin, which is not our approach. Now, here we have a strong pipeline of commercial wins across markets with a specific focus on mid-channel grocery and retail and vertical solutions in petrol and EV charging. Here we mention the strategic partnership with ENI. It is one of the very largest Italian and European companies. This is already a very good customer. a long-term customer of us, and here we're extending 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 pose 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 market stage. So starting on slide number 10, a few call-outs here on this slide to try and and give you transparency with regards to our 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 rate pay, 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 rate pay and also to provide you further insight into our performance if we It goes 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 of comp reasons compared to 2021 in particular. We have growth of 4% in the quarter. If you normalize for rate pay, that's close to 6%. And if we look at the revenue growth, growth 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 we 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 them, net of scheme fees is still double digit in line with the guidance we provided in February last year. And if you normalize for rate pay, as I said, we have, we pick up another almost two percentage points in terms of top line growth. In the quarter, consistent with the comment 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 going north of 25%. And as I said, we should look at the fourth quarter performance net of rate pay, which we're managing ahead of 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, etc., and the same with regards to our bank relationships 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 has also 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 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 call out the Commerzbank win, which is an important add in a very strategic geography for us, 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 additional issuing solutions to 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 one 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 year 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%. The same goes for Nordic. We have a slightly lower growth in Southeastern Europe. And if you look at DAF in Poland, these are the geographies which grow the most if you exclude rate pay, which, as I said, has been managed in terms of its slowdown at 12.5%. If you include rate pay, 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 were growing in the mid-teens level, notwithstanding this volume growth, new client addition, and 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, going through about 16% of revenues in the year. This is a peak year in terms of CAPEX. We see on slide 17 how we 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 years. Moving on to slide 18, again, more details with regards to our costs. Below EBITDA we have a close to 50% reduction in transformation integration costs. This is something we also had guided to and we end up landing overall if you include other non-recurring items such as earnouts or M&A related fees and costs, but also include non-cash items or items which flow through RP&L but are borne by others. For instance, the IPO costs which are sustained by the sponsors that originally bought ICBPI. The overall non-recurring items figure is 245 million euros. 186 of this is cash, the rest is non-cash, 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. These are new compared to the past, and I'd 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 for non-recurring cash items at €186 million we saw in the earlier slide. And this translates into 15% growth in terms of our bottom line earnings on a normalized basis. So if you exclude the non-recurring items from the P&L. And this is close to 700 million euros in terms of normalized net profit. We also take a look at cash generation. And you remember we gave a 2.8 billion cash generation target for the years 23, 24, and 25 in our capital markets tape. So if we look at this chart, we can see how we move from the 1.6 billion euros of EBITDA to close to 400 million euros 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 our recurring cash items, also the narrow working capital change of 65 million euros. 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 $100 million of cash taxes, which were basically deferred to 2023. The competence or 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 know that our ending cash balance benefits from this cash flow for 2023 will be affected by it. Slide 21, net debt, we closed the year just south of three times leverage, if you include the synergies we'd announced back at the acquisition date, and we are, I forgot to mention this on cost, we're delivering just slightly ahead of target. We closed the year with 110 million cash synergies compared to 100 million we targeted for the year. If you exclude those synergies, it's 3.3 times. If you look on the right, we call out how we're proactively managing our seven billion out of gross indebtedness to make sure that we are always in a comfortable position with regards to leverage. Overall, three-quarters of our indebtedness is fixed and only a quarter is variable. And therefore, only the rise in interest rates in the last six or seven months has only partially affected our cost of debt. As you can see, we've moved from between one and a half and two percentage points of cost of overall debt in the autumn of last year to just north of 2.5% now. Moving on to the last two slides before I hand over 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 the war broke out in the Ukraine, before inflation rose to levels which were probably higher than expected. and before 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 rate pay and DBS to below EPS. That 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 50 million euros, just north of 50 million euros of M&A in. This is the acquisition of the BPER book and the acquisition of Intesa's creation book. M&A out and AFS is substantially moving the revenues of rate pay and of EID in Denmark to below EBITDA, and we close the capital market stay permitters. This is called, defined at 3.143 billion euros. The same impact in terms of EBITDA, so we add 40 million of EBITDA from M&A in and move to below EBITDA for 2022, approximately 60 million euros of EBITDA associated with EBITDA. DBS and rate pay mostly that's DBS which is the AID business so we close the perimeter at 1.592 billion euros in terms of EBITDA which is your new baseline if you look at the net effect in terms of EPS and it's important I'll 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 EID and rate pay are 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, don't 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 Paul just summarizing what our performance in terms of top line EBITDA and margin expansion bottom line would have been based on new perimeters, 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, I've decided to confirm the guidance that we gave you at Capital Market Day under 4. 2023 is perfectly 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 a double-digit space. EBITDA, we expect to grow it at least 10% in the double-digit space. We expect to generate an additional 600 million euros of cash with a very strong growth compared to 2022 and 2021, even more so. Net leverage will go down at 2.9 times EBITDA, 2.6 including rate synergies. This is the pre- Sabadell acquisition that you expect to close by the end of the year. If you include Sabadell, you should add another 0.1. 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 these 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, we would have given a range of about two percentage points. This year, given the macro uncertainties, 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've 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.

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The first question is from Justin Forsythe from Credit Suisse. Please go ahead.

Thanks very much, and congrats on the Sabadell acquisition. I have a couple questions here, one relating to that acquisition. 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, You know, can you talk a little bit about the impact of rate pay? I mean, it seemed like that was a significant drag, and on an X rate pay basis, merchant, you know, appeared to be a little bit stronger. Was there also a noticeable impact on transaction values as well in the DAC 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? Thank you very much.

Good morning, Justin, and thank you for the questions. Let me take the first on Spain and the last on bonus, and then I will hand over to Bernardo to cover rate pay. First of all, 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 condition we have in this share with the bank is that this market is 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 four or five years. Therefore, we have a high degree of confidence on our plans. On the structural differences, EBITDA margin actually is a little bit misleading to look at the EBITDA margin because it is the EBITDA margin of a book. 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 sub-model 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, now banks did have the tendency, especially in certain cases, to cross-subsidize. and basically discount payments to favor other banking products. And we believe, as we have seen in other markets, that as you have a clearer focus on the merchant acquiring business, as you have specialists like us that enter the space, 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 it 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's a bit softer maybe than the 17% average, but it's still pretty positive. Bernardo? Yeah.

So, rate pay, if you work the numbers in terms of the normalization, you will see that on a year-on-year basis, top-line revenues actually decreased. And as I said, this is a voluntary decrease or a voluntary management of rate pay, given that funding is a scarce resource. And more importantly, these are businesses, especially in rising rate environments, which are capable of creating huge bottom line losses, as some other BNPL players who announced results have shown. So we were careful to make sure that rate pay 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 20 million euros of revenues from the top line in 2022 compared to 2021 for rate pay. 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 manage the second half of the year based on that. We also had some other effects which we knew of in terms of rate pays journey emancipating itself from its original parent company, the Auto Group, which also affected performance, but that was, I would 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 NPL historically because of the holiday season. Is that a fair way to look at it?

I would say so, yes. But just to be sure, I mean, we started preparing for the fourth queue and the third queue, so you would have had it spread over the second half, I would say.

Got it. Thank you very much.

The next question is from Sandeep Deshpande from JP Morgan. Please go ahead.

Thanks for letting me on. My question is, firstly, back again to rate pay. What exactly are you doing at rate pay, which is bringing down the growth rate at rate pay 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 rate pay where you've changed things? from the second quarter of 2022, or is it that the market itself has changed very significantly from the second quarter of 2022? Thank you.

Sandeep, I'll tell you about the rate pay, but what was the last point you made about the second quarter of 2022 in marketing, did you say?

No, no, the dynamics of the year of different quarters.

Sorry. In terms of rate pay, as you can imagine, 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. It's pretty easy to manage the top line growth also in terms of acquiring new customers. Your eagerness to grow new customers needs to be matched by your willingness to fund these customers at competitive rates. As I said, we are not in the business of losing money on the bottom line basis. We manage the business according to that starting from, I would say, just before the summer of last year.

Yeah, I'm 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 or we've always done over the last couple of years for very obvious reasons, the reality is that the fourth quarter looks very much similar to the second one. If you look at total revenues with or without repay, let me look at them without repay, we may be probably being a one percentage point softer that they 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.

Okay. Thank you.

The next question is from James Goodman from Barclays. Please go ahead.

Yeah, morning. Thank you. First question just on the growth acceleration that's planned in both 23 and in the mid-term targets from the around 6% growth that you had in Q4 excluding rate pay. I think it'd 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 a a 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 DAC 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.

Good morning, James. Thank you for your two 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 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 we may be surprised if macro helps, 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 Capital Market Day. And basically, let me mention three specific elements that will drive that acceleration. First of all, a further acceleration in the underlying German business and DAC more broadly. Number two, 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 two things, the fact that over time we will not be affected any longer by some material discounts that were given by NET 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?

I can 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 a parameter which is being, let's say, performed for capital markets, so the the guidance that we are giving to you now, that we grew 8% in 2022 full year, and we're guiding to 7% as a floor, so there's no, which is as a 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 rate pay, 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 if you normalize for rate pay 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 peaked 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'd say, to add to that that we expect overall CapEx on 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 weighting 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 their payments business. Just wanted to make sure that would be you know, have no implications from your perspective or see as long-term processing arrangement with the bank.

James, let me take this up 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 are 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 there is a very long-term contract that is in place as we speak.

Very clear. Thank you. Appreciate it.

The next question is from Han Leitner from Jefferies. Please go ahead.

Yes, good morning. Thank you for letting me on. I have also a couple of questions. Given that you put now rates pay and the next DBS business is available for sale, maybe you can remind us or what is your expectations on the timeline um the capital market stays a couple of months back and then in terms of cash generation i think you raised 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 on headcount um 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. Thank you.

Good morning, Hannes. 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 direction of what I mentioned before, and therefore strengthening and growing faster in Germany, accelerating in e-commerce, and in advanced digitalization, 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. 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 is also supporting these amazing 311 basis point margin expansion. Now, a part of those investments will continue this year, and we plan to increase, I don't remember the exact number, 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 DACA and go-to-market in DACA. 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 we have the two assets which we bucketed as available for sale. I think we are further ahead in the process with EID, which has raised quite an amount of interest from 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. Rate pay 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'd say timing on that is a little longer given the market it operates in 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 funding needs and abilities. With regards to funding, you also asked about the 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 absolutely in line with the IPO facilities. I failed to remember the actual number. I think it was one and five-eighths. We then subsequently swapped it to maintain the fixed variable rate mix in our funding portfolio. And when we swapped it on a five-year basis, I think the all-in cost was just around or just shy of five percentage points. If you look at where our bonds are trading today, I would say the five-year money costs us in the region of 5.5%, so any new funding on a five-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 through capital markets will be substantially lower than what it was in the past.

Thank you. You're welcome.

The next question is from Antonin Baudry from HSBC. Please go ahead.

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

Good morning, Antonin, and 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, actually last year, we did actually consolidate five 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 five to seven 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 the 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, product technologies, especially I would say in the e-commerce space and maybe to a second level 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 size type of deals that doesn't create any specific pressure on our funding abilities, perfectly compatible with the plans that we share with you at the Capital Market Day.

Thank you. Maybe a quick word on the evolution of the competition you see. Do you see 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 to serve global customers but very often struggle to be able to adapt to the local environment, and that's where we win at being more entrenched and being much more local. And very local competitors that normally are a bit more price aggressive but struggle to deliver the same type of proposition that we can deliver to our customers.

Thank you very much, Paolo.

The next question is from Sebastian Stabovic from Kepler Chevrolet. Please go ahead.

Yeah, hi everyone. Thanks for taking the question. You mentioned some initial discussions with some potential banking partners. Where do you see these kind of discussions happening right now? Is there any specific geographies where you see more discussions with some potential banking partners? And the second one is on the Transformation CapEx for 2023. Where do you see Transformation CapEx trending 2023? 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? Thank you.

Good morning, Sebastian. This is Paolo. Let me try to take the first and the last, and I will hand over to Bernardo for the second. Listen, 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 an handful of conversations that are happening. And again, the way you have 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 that 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 have specific capabilities that are interesting for us and that may be in the current environment are struggling a little bit more than in the past. And this is clearly a good opportunity for us. On the SBA 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 two types 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 four or five market leaders go across the different segments and all together cover 40-50% of the market, and here we are already most of them, and very specialized ones that are very, very vertical. I think in my page before, you had some very specific example like wellness. So you don't have only the hospitality, the restaurants, 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?

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

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

So I think 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. There's 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 internals.

Thank you. You're welcome.

The next question is from Mohamed Moawalla from Goldman Sachs. Please go ahead.

Great. Thank you. Hi, Paolo. Hey, Bernardo. A couple from 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? Beyond the macro, is there anything else that's sort of driving maybe perhaps some of that caution in the top line growth guidance you've given? Thank you very much.

Good morning, Mo. Two 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 EECOM and DAC, 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 three quarters. To be honest with you, we have not done specific assumptions around macroevolution throughout the year because I think we don't want to compete with central banks and people that are better than us During those expectations, we have taken 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 100 million of deferred tax benefit in 22. So how should we think of the sort of 600 million? Is that sort of 500 million on an underlying basis or can you kind of absorb that 100 million sort of deferred tax headwind and still generate in excess of that for 2023?

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

Got it. Thank you very much. Thank you, Dieter. Thank you, Monk.

The next question is from Aditya Pudavarapu from Bank of America. Please go ahead.

Thanks so much for taking my question. Most of them are 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 riskier merchants in Germany. You had some impact from price renegotiation in the Nordics. So can you just give us the number on what is the impact from those in 2022 and what do you expect for 2023 on those things?

Good morning, Aditya. So, use of cash. Let me go back to what we said back in September. Again, we have three ways, there are three ways we look at it, and the criteria ultimately is 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 providers based on market evolution, but we have no debt to be repaid. And third, optional remains, giving back cash to our shareholders through buybacks or dividends or external dividends or whatever. is the most appropriate at the moment. Therefore, as you think about 2023, you should have in mind that the first and the third of these options, again, the key criteria 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 Yvon de Souk and Bernardo, we are busy working on RedPay and EAD, but we continuously relook at our portfolio to make sure that is optimal for us in terms of strategy and growth profile going forward. But honestly also that we have the best owners of the specific assets and that we can really create the best possible value out of them. So we will continuously review it. So those two are not the only things that we are looking at. Last but not least, risk your contracts. Your memory is right. In the year we have been affected by the two 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 quote unquote postponed from 2022. So it has been affecting 2022 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.

And that was impacting more volume, I would say.

And it was impacting more volume than revenues, yes.

I mean, overall, I think, just to give it 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.

Yeah. Said 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.

Great. That's very clear. Thank you.

The next question is from Gianmarco Bonaccina from Equita. Please go ahead.

Yes, good morning. 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, both 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? Thank you.

Hi, Gianmarco. Good morning. Let me take the second 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 mid-segment, and therefore, again, customer numbers or number of terminals are not necessarily the perfect API, but it's more the revenue contribution of them. But again, we expect to see this continuing into an environment that, as expected, will become more competitive going forward, again, as expected. Bernardo, on synergies?

So 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 Paul was saying, on our IT strategies and synergy strategies we gave you. One final time, it's an update on 2022, so 110 million euros, where the target was 100. And capital markets, as we said, we generate north of 420 million euros 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... you know, to map especially on revenues, but also on costs once you're an integrated group. So I think if we were able to, or if we wanted to, we could, but I think it's more detailed than necessary. You have the bottom line guidance, the cash guidance, and that is also fed by synergies going forward.

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

Thank you. The next question is from Simonetta Chiriotti from Mediobanca. Please go ahead.

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

Good morning and thank you for both questions. I'll let Bernardo comment on the line trend on the government initiative. As you said, the government will call the table to convene at some point in March. The table has to basically close and come to a conclusion by the end of March. We're happy it's going to be a focused process and a short process. As you can imagine, across the ecosystem, there are ongoing conversations based on what we see. Now we see those conversations evolving. Basically, we believe that now it will 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 on our P&L. 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 NEXT 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 important to note that it's not really about volumes there. I think we called out it more related to project work. I would mention three things, I would say, affecting performance, not only in the fourth quarter, but for the whole year. Southeastern Europe, one, I think we called out back at the time of the breakout of war in Ukraine, we lost the client, which was a subsidiary of a Russian bank. One of the geographies in that accounted for a couple of million euros of revenues for the year. Then I would call out two other things. is, I would say, generalized project work for the multiple banks. We're present in many geographies across Southeast Europe, and this is pretty fragmented across the board, and there's no real reason for just a slowdown, which, 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 delay. 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.

Thank you.

The next question is from Alexandre Faure from BNP Paribas Exxon. Please go ahead.

Hi, good morning, gentlemen. Thanks for letting me on. I had a question on issuing solutions, and I think Bernardo sort of touched on a 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 this is 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 clause in that contract. I'm wondering if a penalty attached to that clause might be in the triple-digit million euros or more double-digit, just to give us a sense there, would be helpful. Thank you very much.

Good morning, Alexandra. Listen, so on the issuing solution, 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 that there is not a trend here. These are specific situations that combined make a difference. Never forget that when you start looking at quarterly numbers, a million or two make a huge difference in terms of percentages. So we don't see any specific worrying trend on issuing 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 having 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 are having conversations for doing more products, doing more value-added services for them, for example, on CVM and so on and so forth. And this goes for corporates as well. ENI is a good example 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 geography. So there is not one case. If we're referring to instead new customers, definitely I would have in mind the Commerce Bank. That has been, I would say, a long process, as normally happens in these cases. That is something that we are very happy with. On Unicredit's part, there is no break-up clause.

Got it. Thank you very much.

Thank you, Alexander.

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Once again, if you wish to ask a question, please press star and one on your telephone. 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 o'clock to let you go to markets, but we missed the target by 15 minutes, 15, 18 minutes. Again, thank you for attending. The key message, 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 UK, then potentially in the US, 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.