2/25/2026

speaker
Pierre-Antoine
CEO

Thank you, thanks a lot, and good evening everyone, and thank you for joining us for this call. I'm here with Srikanth Seshadri, our group CFO, and I'm happy to share with you our results for the full year, and especially the dynamics of Q4, as well as our perspectives for 2026. We distributed a deck on top of the press release and since we had a lot to share with you but a limited amount of time, you will find a lot in appendix of the deck and this is on purpose. So it's been just one year for me as a CEO of the company. When I joined Warline, I came with a strong conviction that this company had the position and the assets to be the main European operator of critical infrastructure in Europe. And I must say that after one year, I'm even more convinced. Obviously, we made a lot of headwinds during this first year, but I am proud to say that we are today where I wanted us to be, with a stabilized company, significant progress in our business turnaround, and a transformation in full motion. With the fifth disposal announced this morning with Worldline India, we entered 2026 operationally much stronger than a year ago and focused on our mission, payments and only payments, and this in Europe. So, as I said, it has been, for me, a year of stabilization and turnaround. Yes, I'm trying to follow where we are. Okay, so looking at the numbers first, I'm happy to share and to state that we did what we said we would do. In terms of revenue, we closed the year at 4.5 billion euros pre-IFRS 5, and we'll come back to that. which is minus 2.4% organically, in line with our low single-digit decline guidance, and Q4 was at minus 1.5% organic. In terms of adjusted EBITDA, we close at €841 million, representing an 18.7% margin on external revenue. In the range, 830, 855 that we committed to. In terms of free cash flow, we closed the year at minus 9 million of Euro, including minus 49 million of free cash flow for the H2 at the top of the range that we gave a few months ago. But beyond financial delivery, on which Fricante will give a lot of details, we have built foundations for 26 during this period. Our renewed executive team is in full motion and I must say that I'm extremely proud of the team that has joined me. Our transaction platforms delivered record volumes with our access acceptance solution serving more than 10 billion transactions last year. Our online acceptance target solution, GoPay, delivering 3.4 billion transactions last year. The customer satisfaction held steady with an average NPS at 40, despite our challenging times and thanks to the dedications of the teams. In terms of commercial turnaround, the churn improved in all SMB geographies and several regions, Nordics, Germany, Switzerland, return to growth, joining Eastern and Central Europe, Italy, and Greece. Enterprise is still declining, but so is strong momentum in the kiosk and self-service vertical, driven notably by the trends that we've seen on EV charging. And we are very satisfied of the specific position that we have on this vertical. of self-service. Financial services, we had one target that was to increase the pipeline and to regenerate the order intake, which we did. We have, at the end of this year, a pipeline that is double of the level it had at the end of H1. Finally, in terms of transformation, we laid the foundation for the new world line. First, we reshape the scope of the company. We have a much simpler scope. I will come back to that. We have a simplified operating model since a few months now. And we have fully operationalized and put in execution the overall plan. Before moving to this transformation, let me insist and highlight some two wins which are quite illustrative of what we've been doing over the last month. The first one is Kempinski. So Kempinski, as you know, is a large hotel chain in the luxury segment, and we won back Kempinski from the competition. Leveraging on our solution, integrated omni-channel, DCC, so dynamic currency conversion in-house, Advanced reconciliation, which is so important in this vertical. And finally, multi-local support, which is also a differentiating element for this type of decentralized company. PSA is another example of the rebound of Warline. So we renewed their long-term partnership with Warline on behalf of the whole Austrian banks community. PSA committed to migrate to our target issuing platform on which already transact more than half of our volumes in issuing. They committed also to operate on our sovereign private cloud solution and to expand our services to additional features that we offer them, the strong customer authentication, TACS, but also we hope that we will operate for the Austrian banks. As we said in the introduction, the pruning program that we decided when I joined is nearing its end. When I joined the company, we said, okay, let's select the assets that we want to keep as part of our strategy to where we can have a differentiating right to win. And this program is now close to completion. North America, CETRAL, PaymentIQ are expected to close in Q1 2026. METS is on track for Q2 2026. We announced this morning the signing of our merchant services business in India, and we are actively working on the finalization of the discussions on the remaining assets which are not part of our focus. All those transactions will help us to focus on what we want to achieve, the core European footprint. We will be less distracted by non-core or non-strategic assets. We will get the net proceeds, which are expected between 550 and 600 million of euro. We dramatically simplify the group with a reduction of 30% moving from 19,000 FTEs to 13,000. And obviously, with this new scope, more compact, more robust, we can build now our transformation and our European payment leadership. Nonstar, as I said, is fully operationalized, but more than that, we already delivered in 2025 some key results. and some key outcomes for the coming years. As a reminder, we have four levels, simplify, convert, integrate, grow, that will generate altogether 210 million of euros of recurring EBITDA by 2030. In 2025, we closed and liquidated seven legal entities. We delayed the organization. simplifying with the elimination of the merchant services layer. And finally, we deployed the enterprise performance system that will help us in 2026, 2027 to automate our finance function. On the Converge stream, and I will come back to that, we decommissioned four platforms and we made significant progress in the migration of our Ugon legacy portfolio in SMB to GoPay, our target platforms, and also to get the commitment of major enterprise customers, which were on the French platform SIPs, onto GoPay, SNCF, the French SNCF being one of the examples. In Integrate, we have now put in pilot our AML automation tool which is so important to industrialize our KYC processes and the risk merchant operations. And we made significant progress in the ramp up of our global competence center or offshore in India, Romania, and Poland. And more importantly, we started to generate the gains coming from adoption of GenAI in our Indian developers community. As regards the growth level, we made significant progress in what we called value-based pricing with a positive input of 15 million only in Q4 2025. We launched some very attractive products in terms of additional value for the company, Merchant Loan and Wiro. And finally, we made available in the recent weeks are agentic commerce capabilities that will help us to capture this emerging channel for the merchants. So as you can see, North Star is no longer a plan. It is clearly in execution mode. Now we are heading to the capital increase that we consider as a strategic accelerator As you know, our 500 million euro capital increase that will take place if the market conditions are met in the coming weeks will reinforce the balance sheet, which is important for our financial institution customers, but also the large enterprise. But more importantly, the fact that we will have three major financial institutions like BNPP, Credit Agricole, BPI France as anchor shareholders serves our strategy to of positioning OneLine as the main operator of major payment infrastructure in Europe. Having said that, I leave the floor to Srikanth who will comment on 2025 results and 2026 outlook.

speaker
Srikanth Seshadri
Group CFO

Thank you, Pierre-Antoine. A warm welcome to you all. I'm pleased to tell you for 2025 we committed, we executed, we delivered as promised. We have fully met our 2025 guidance on a comparable basis. Revenue, we achieved a point landing at 4.5 billion euro, representing a low single-digit organic decline of 2.4%. Adjusted EBITDA, we landed at 841 million euro, placing us in the mid-range of 830 to 855 million euro guidance that we provided. Free cash flow, we landed at minus 9 million positioning us at the upper end of the guidance and above market consensus. While our reporting net income was impacted by significant non-cash items on goodwill and other impairment, our operational performance was deliberate. Moving on to the next slide. A technical point before we proceed. As Pierre-Antoine mentioned, we are in the year of perimeter change due to the pruning program. We are governed by IFRS 5, which is the International Financial Reporting Standard governing discontinued operation and assets held for sale. So it has two components. It has discontinued operations, which in our case is the mobility and e-transaction services as it's a separate division, a cash generating unit. So we restate the P&L, the cash flow, and the balance sheet. For the rest of the committed divestments signed or not, they are treated as assets held for sale We carve out only the balance sheet for assets and liabilities in this case. So as you see, we had two sections, no, back in the same slide, please, the previous one. So you see that we mentioned during the CMD that we had signed mobility transaction services, the Worldline North America, as well as Citrel. Since the CMD, we have now divested PaymentIQ and This Morning India. And as Perran once said, we have a few more assets to be signed. And all of this is held as assets held for sale. So if you go to the next one now, please. So you've got here the 2025 guidance, the first two slides that we have already discussed. And on the right-hand side, you see the published scope, which is IFRS 5 Restated. which simply means for the P&L it's without METS, so 4.03 billion euros of sales revenues, 737 million euro of adjusted EBITDA and free cash flow at minus 26 million, and the net debt at 2.2 rather than the 2.1, showing that the cash and the divested entities are outside the perimeter of continuing operations. So if you go to the next slide, please. So here we look at, for the published scope, i.e. without METS, was merchant services and financial services. So for the full year, we see that merchant services declined 1.4%, and financial services declined 7.7%. We said during the CMD that we've been impacted by an unfavorable mix effect on merchant services, and you see that where in the table below on adjusted EBITDA, merchant services ending up with a margin of 19.3% and financial services where we continue to have an overhang of client terminations from the past with a margin at 21.7% down five and a half year on year. And if we move to the next slide, please. We see that the Q4 revenues year-on-year declined 2.2% vis-a-vis the full year basis at 2.7. Again, for the second quarter in a row after Q3, showing that our revenues are stabilizing year-on-year, and we continue that momentum into 2026. And if you move to the next slide now, going into a bit of detail on income statement, at the bottom, part, you see the normalized net income at 175 million euro, which means normalized diluted EPS at 0.63 cents per share. Going back to the top of the slide, we see that there is a 100 million euro cost increase year on year. This has got two parts to it. The inflation at 80 million year on year has been fully offset by our structural cost savings. The second aspect of the 100 million is again broken into two parts, 50% due to higher scheme fees, due to the cross-border nature of our airlines business and other businesses, and another 50 million euro due to one-off transition costs. We've cleaned up the balance sheet, some product and compliance costs that we have incurred during 25, and we continue to invest costs on compliance in 2026. The second aspect below, just a bit down, you see the impact of Power24. We have halved the level of integration and rationalization costs as compared to 24 to 25, and we'll continue to reduce that into 2026. The big one there is the goodwill impairment. You know that we impaired at H1 4.1 billion euro of goodwill. We've added another 600 million euro of impairment due to the portfolio pruning. and reassessment of the pruned scope. And in terms of the bottom part, you see €290 million, which is being impaired for our interest in Ingenico, where we had a remaining preferred shares interest, which has now been completely impaired due to the new business plan that we received from them. And if you now move to the free cash flow on the next slide, You see at the bottom, year on year, we have reduced our level of free cash flow by 150 million euro. This is driven by the adjusted EBITDA reduction by 230 million euro year on year. On the other hand, we have stabilized working capital. We have halved the level of inventory. You will see that in the next slide. We've been able to afford a higher level of interest cost within this perimeter, and the level of Power24 cost cash out has, of course, reduced year on year, and will continue And next year will be the end of spend on Power24. And then we start with a non-stop plan. And if you were to move to the next slide on the net debt evolution, please. We see that the year-on-year evolution is 200 million. One part is due to the acquisition of our credit portfolio in Italy, where we've got new merchants for us to grow our business in Italy. And the second one is you see the impact of the discontinued business where we have a $186 million of cash on the assets held for sale that is not anymore reflected as part of our continuing operations. So if we go to the next slide in terms of the balance sheet, again, when we look at 2024, this is not restated for IFRS. That's the old scope. And December 25, this is restated with the assets held for sale. So you see the size of the goodwill has dramatically reduced from 9 billion to 3.8 billion, so a 5.2 billion reduction. 4.6 billion is what has been impaired, and 600 million additionally has been reclassified into the assets held for sale. We've talked already about the Ingenico preferred shares. The third one is the level of terminals inventory that you see we have halved from 70 million to 33 million. Cash and cash equivalent, we did say that we would be at 1.1 billion euro by the end of the year, and we did. So we have 900 million in continuing operations and another 200 million-ish on the divested scope that we will see further when we discuss the liquidity slide. Moving on to the planned capital increase, heading to the capital increase of 500 million, enhancing our strategic flexibility for the new world line, we are on course. Very simply put, we are on track. We have the commitment for the first half, as we already mentioned, during the Extraordinary General Meeting and during the Capital Markets Day. And since then, in January 8th, we had an overwhelming support from our shareholders to pass the resolutions. And now, after our publication of our annual results today, we head in March to execute the transaction. It's a dual construct, as you know. We have the reserve capital increase first, which will execute early March, and the rights issue is planned for mid-March, subject to market conditions. Moving on. On the cash pooling, that was another thing that we did address at Q3 specifically. There were some concerns on the level of the cash overdraft that we had on the pooling of 1.6 billion euro. We did tell you that we will look at some measures including loans, intercompany loans and deposits. We've executed that. So we've done 1.1 billion Euro of intercompany loans and deposits. So the size of this overdraft is now down from 1.6 to 500 million Euro. So we've shown that this cash is physically repatriable from subsidiaries to parent. And now going into 2026, we will review hybrid cash pooling options. Continuing the notional cash pool, we did say that it's been in practice for the last 10 years without a glitch. It continues to be a smooth functioning notional cash pool that we have with the subsidiary of ING. Second one is the intra-group loans and deposits that we have reinstituted in 2025. And we'll continue to work on our dividend cash upstreaming in 2026, as well as potential physical sweeps wherever it makes sense. Now, moving on to the last slide before we go into the outlook is to look at our liquidity. That picture should be exactly the same in terms of what we presented on the liquidity. We said we landed 1.1 billion of cash on hand. We did. There's a potential equity of 500 million and the undrawn RCF at 1.125 billion in order to face the upcoming maturities. Of course, we have retired the CP of 2025 now, and the next one to retire will be the convertible or 414 million euro in 2026. Below on the M&A cash in and cash out, we have, as Pierre-Antoine mentioned in his speech, 540 to 590 million euro for the five deals we have signed so far, and additional cash to be received for future assets that we have earmarked for sale but not yet signed. And then in terms of the cash out, We talked about specifically two puts that we mentioned during the CMD, one which is in terms of Greece and another one for Italy. We are in advanced negotiations with both our partners, they are both progressing well, and we'll be looking at extending this put to give us even more leverage in terms of liquidity headroom. So the proceeds coming from those M&A divestments will be invested in the worldline transformation, the balance sheet strengthening, and deleveraging. If we now move on to the outlook, please.

speaker
Craig McDowell
Analyst, JP Morgan

The next slide, yeah.

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