Worldline – FY 2021 results

FY 2021 continued operations results: all objectives reached
with strong growth acceleration in Q4 2021
Revenue: € 3,689 million, +6.8% organically
OMDA: € 933 million, 25.3% of revenue, +220 bps
Free cash flow: € 407 million, 43.6% OMDA conversion

Full execution of the strategic roadmap
First year of integration of Ingenico generating synergies fully in line with expectations
Merchant Services expanding in attractive geographies through market consolidation

Binding offer received from Apollo to divest terminal activities

2022 objectives fully in line with three-year targets
8% to 10% revenue organic growth
100 to 150 bps OMDA margin improvement vs. 2021 proforma
Circa 45% OMDA conversion to FCF

Paris La Défense, February 22, 2022 – Worldline [Euronext: WLN], a leader in the payments industry, today announces its 2021 annual results.

Gilles Grapinet, Worldline’s CEO, said: “In a year when the Covid-19 pandemic continued to create uncertainty and pose challenges, 2021 saw Worldline confirm the robustness of our business model, the dedication of our talented workforce and our ability to grow, innovate and create value for all its stakeholders. Despite volatile business conditions, we delivered a remarkable, high-quality operational performance, ensuring full business continuity, and bringing to fruition a series of major projects across all our Business Lines. As a result, we achieved all our financial targets for the year and made significant progress on our strategic agenda.

2021 was the first year of our integration of Ingenico, creating positive momentum and generating synergies fully in line with expectations. We also made solid advances in expanding our strategic presence in key geographies with several promising acquisitions and strategic partnerships in merchant acquiring activities.

Following the approval of Worldline’s Board of Directors to divest TSS in October 2021 and after conducting a rigorous process over several months, we have signed an agreement with Apollo, a highly renowned and successful global investment firm, that offers to take-over the future development of our payment terminal activity and its teams. This contemplated transaction, while being fundamentally triggered by the best interest of TSS, will also simplify our group structure, further increase our focus on our core activities and massively deleverage our balance sheet allowing the acceleration of our next strategic developments.

In 2022, the first year of our three-year strategic plan aiming at establishing Worldline as a premium global Paytech at the heart of the European payment system, we will move faster than ever before, enriching our portfolio to create more value for merchants and banks.

Our 2022 financial objectives are fully in the trajectory of our three-year plan and will allow Worldline to deliver an exceptional value for all our stakeholders.”

2021 key figures

Worldline’s FY 2021 revenue reached € 3,689 million, representing a solid +6.8% revenue organic growth (of which 12.0% in Q4), compared to the objective to reach at least 6%. This achievement was reached thanks, in particular, to the robust growth in Merchant Services and Financial Services global business lines delivered despite Covid-19. It reflects both the widespread and rapid shift towards digital payments as well as the Group’s strong positioning following the acquisition of Ingenico. Mobility & e-Transactional Services revenue also increased substantially thanks to several major projects and the recovery of the public transport sector.

This strong execution also materialized in the Group’s Operating Margin before Depreciation and Amortization (OMDA) reaching € 933 million in 2021; representing 25.3% of revenue, an improvement by +220 basis points compared to 2020 at constant scope and exchange rates. This solid performance compared to the objective to deliver above 200 basis points of improvement reflects the revenue growth acceleration along the year as well as the ongoing transformation and synergy plans of the combined Group.

* restated in application of IFRS 5

Net income Group share from continued operations amounted to € 191 million, increasing by +50.2% or € 64 million compared to FY 2020 Net income Group share (restated in application of IFRS 5). Normalized net income Group share from continued operations (excluding unusual and infrequent items, net of tax) reached € 440 million, increasing by +48.2% or € 143 million compared to FY 2020 Normalized net income Group share (restated in application of IFRS 5).

Net loss attributable to the owner of the parents amounted to €-751 million, including a positive contribution from TSS (€+110 million) and the negative effect from the impairment of TSS Goodwill and transaction related tax impact.

Normalized basic EPS was € 1.57 in 2021 compared to € 1.49 in 2020 (restated in application of IFRS 5).

* FY 2021 Free Cash-Flow from continued operation in application of IFRS 5
** include other operating income and expense with cash impact (excluding reorganization, rationalization and associated costs, integration costs and acquisition costs), and other financial items with cash impact, net long term financial investments excluding acquisitions and disposals

Free cash flow from continued operations in 2021 was € 407 million, up by +38.2% compared to 2020, representing a 43.6% cash conversion of OMDA (free cash flow divided by OMDA), above the objective of the year to reach circa 42%.

Group Net debt before IFRS 5 amounted to € 2,923 million at the end of the year. Decrease of Group net debt in 2021 was mainly related to the free cash flow generated over the year, as well as the cash-out for the acquisitions closed in 2021.

Adding upfront cash consideration (enterprise value and bridge EV to Eq) to the net debt end of December 2021 would lead to a theoretical 2022 Group leverage ratio around 1.5x OMDA.

Q4 2021 revenue by Global Business Line

* at constant scope and exchange rates

Worldline’s Q4 2021 revenue reached € 1,035 million, representing a strong +12.0% organic growth (+10.2% in H2 2021). This achievement was reached thanks, in particular, to the very dynamic growth in Merchant Services at +15.1% organically, benefiting of the strong acquiring MSV acceleration since Q2 2021 (up by +20% in Q4 2021 vs Q4 2020). Financial Services and Mobility & e-Transactional Services also contributed to growth, delivering in Q4 at least the mid-term performance expected for this Global Business Line.

Merchant Services

Merchant Services’ revenue in Q4 2021 reached € 693 million, representing an organic growth by +15.1%, led in particular by the strong acquiring MSV growth by +20% in Q4 2021 vs Q4 2020. The growth was mainly led by:

• Commercial Acquiring showed a strong double-digit growth for almost all geographies and customer segments with strong dynamics;
• Payment Acceptance also contributed to the growth of Merchant Services thanks to high single-digit organic growth. Growth was spread in all geographies and led by much stronger transactions’ volumes for large retailers and for e-commerce in verticals such as digital goods and services and on marketplaces and despite a lack of transaction volumes in some vertical such as travel and hospitality; and
• Digital Services reaching a low to mid-single digit growth despite the global electronic component shortage impact in H2.

During the last quarter of the year, commercial activity in Merchant Services has been strong with numerous wins for both upsell with existing clients and contracts with large new merchants, of which in particular:

• Market share gains with existing clients by upselling to new brands, new geographies, or new products: Aldi, Broderick’s, Sephora, Intercontinental Hotels & Resorts, SB, L’Oréal Groupe, Fortech, Asos, and Shein;

• Market share gains with large new clients for full-service and omnichannel solutions, Value Added Services, and Domestic corridors (Russia, South Korea, Latam, etc.): Michel Reybier Hospitality, Motorola, The Kooples, Munich Airport, ivsgroup, Kilo.Health, dynadot, KOSTAD, and Festo.

In Q4, Worldline continued to play actively its orchestrator role of the payment industry with numerous partnerships signed such as Nordic NDC for online booking and payment technology for Travel SMBs, Livescale in live shopping and in-video checkout solutions, Chargebee for end-to-end payment managing subscription billing and recurring payments, with PMT solutions, a turn-key solution specialist for open & closed loop cashless services, and with Spreedly, an APIs driven solutions orchestration layer. More meaningfully, two partnerships set in Q4 illustrate very well the role of Worldline orchestration of the payment ecosystem, leveraging scale and reach:

• Apexx leverage Worldline’ scale to access a large merchant base to provide at scale APEXX BNPL solution and enable WL e-Commerce merchants to access 12 BNPL solutions in over 40 markets globally through one consolidated API, leading to strong reduction in time-to-market and cost for merchants;

• as the 1^st marketplace to offer European merchants access to the Russian market; Joom leverage Worldline’s deep payment portfolio to support its expansion in the Russian market. The Worldline’s Russian Payment Solution suite of products presents indeed an optimized choice of payment methods fitting perfectly with country’s digital commerce and local payment means, enabling improved checkout conversion rates as well as customer engagement and loyalty.

Financial Services

Financial Services continued to show regular growth improvements over the year and delivered a +5.4% organic growth in Q4 2021, pursuing the positive trend recorded in previous quarters. As a results, Q4 2021 revenue reached € 251 million. The performance of each division continued to be contrasted:

• While the effect from the Covid-19 on processed volumes was limited in Q4, revenue linked to card-based payment processing activities (Issuing Processing and Acquiring Processing altogether) was slightly up, due to lower project activities and price reductions conceded at renewal time of large processing contracts in the Netherlands and Belgium;
• Despite the difficult base effect of the UniCredit contract now in its run phase with significant decrease of project works as per plan, Account Payments grew at a double-digit rate in Q4, supported by increased volumes and strong project demand, notably in Germany;
• Consistent with the significant performance already recorded in past quarters, Digital Banking delivered a mid-double digit organic growth with positive evolution in most of the geographies. The division continued to benefit from higher authentications volumes related to ecommerce transactions due to enforcement of the PSD2 regulation and new Trusted Authentication services.

During the fourth quarter, numerous Financial Services contracts were signed or renewed by Worldline, and in particular:

• Leveraging its deep long-term partnership with ING, a Global Financial Institution with a strong European base, Worldline will continue supporting ING in its ambition to empowering people to stay a step ahead in life and in business. In 2021 this has led to a prolongation of several partnerships across ING’s network.
• As an extension of the already deep commercial relationship with PSA Payment Services Austria GmbH, Worldline continues supporting the client on its journey towards becoming a smart transaction provider well beyond payments. Through its products WL ID Center and WL Trusted Authentication as well as extensive experience in major infrastructure projects, Worldline is providing the technological basis of the new digital identity, a unique app called ich.app, which PSA will launch on the Austrian market in 2022. The foundation of the innovative ID solution, for all users, is their existing ID as a customer of an Austrian bank. ich.app will enable consumers to identify themselves easily and quickly with a variety of online retailers and service providers, as well as in many other circumstances, without the need to exchange any further data;
  • Thanks to the long-established commercial relationship builds by eMTS with GIE SESAM Vitale, a major player in the digital transformation of the French healthcare sector, Worldline Financial Services entered in an innovation partnership to secure the digitalization of Carte Vitale on smartphones. The new Carte Vitale app will offer all insured persons the possibility for online identification, as well as authentication solutions. This enables them to access both the same services as with the physical Carte Vitale, and new online functions re-using Digital Banking modules; and,
• Central bank of Curacao and St Maarten. Finalization of implementation of the infrastructure for Instant Payments Instant allowing all interbank payments in and between Curaçao and Sint Maarten and in Bonaire to be processed within ten seconds, 24 hours a day and 365 days per year, based on the IP CSM, developed by Worldline, fully compliant with international standards and ISO 20022.

Mobility & e-Transactional Services

Revenue in Mobility & e-Transactional Services reached € 91 million, up organically by +7.7%, with growth spread in each of the three divisions. Trusted Digitization in particular strongly grew in Q4 2021 with higher volumes in Tax collection and digital healthcare in Latin America, several new projects and improving volumes in France, still growing project activity on e-archiving solutions in Germany, and new cash-to-invoice solutions sold in the Brexit context. e-Ticketing also strongly contributed driven by the higher transportation and fare collection in Latin America, coupled with several development projects in the UK and in France. Finally, despite strong commercial dynamic for Contact solutions, e-Consumer & Mobility decreased in Q4 2021 due to a lower project activity than in Q4 2020.

Commercial activity in Mobility & e-Transactional Services was strong in Q4, in particular with the following signatures:

• One of the largest multinational oil and gas company decided to reinforce its partnership with Worldline by signing a multi-year contract on fleet card’s e-invoicing. Worldline Invoicing product allows Shell to benefit from a secure solution that complies with the electronic signature, secure archiving, and tax regulations.
• Worldline has sealed multi-year contracts with a large bank in Luxembourg and with the French branch of an international insurance company to set-up and operate omni-channel Contact Service Center using WL Contact. Operating in SaaS mode, this proven solution will handle all interactions with customers, through whichever access channel they choose to use.
• The IGN (Institut Géographique National) in France has chosen Worldline for building and managing the Geoplateforme for the next 6 years to allow citizens, companies, open-source communities, and public organizations to load geographical data in real time, use API to transform this data, and finally use an as-a-Service orchestration system to facilitate cloud deployment.
• Worldline has been chosen by AOK-Systems and the statutory health insurance funds it serves in Germany to operate in Worldline’s secured data centers the secured solutions that connect customers and specific health applications such as electronic patient files.

2021 performance per Global Business Line

* at constant scope and exchange rates

Merchant Services

Benefiting of the strong acquiring MSV acceleration since Q2 2021, Merchant Services’ revenue in 2021 reached € 2,416 million, representing an organic growth by +8.2%. The growth was mainly led by Commercial Acquiring which showed a progressive recovery over the year from a first quarter heavily impacted by a COVID-19 wave to a strong double-digit growth in Q4 for almost all geographies and customer segments with strong dynamics. Payment Acceptance also contributed to the growth of Merchant Services thanks to high single digit organic growth led by much stronger transactions’ volumes for large retailers and for e-commerce in verticals such as digital goods and services and on marketplaces and despite a lack of transaction volumes in some vertical such as travel and hospitality. Finally, Digital Services delivered a low to mid-single digit growth over the year despite the global electronic component shortage impact in H2.

Merchant Services performance reflects a very strong development of market positions all along the year, notably in commercial acquiring, as illustrated by the following business KPI:

• In 2021, Worldline’s acquiring merchant base experienced a steady growth with c. 90,000 new merchants onboarded on its platform, reaching 1.1 million merchants as of end of 2021 (excluding recent acquisitions). It represents a c. +12% increase over the year led by a strong dynamic in both instore (c. +10%) and online merchants count (c. +20%).
• Acquired MSV strongly accelerated since Q2 2021, reaching a double-digit growth rate versus 2019 during the second half of the year. Overall, Worldline’s acquiring MSV in 2021 reached c. € 265 billion, up 11% versus 2020 and up 7% versus 2019 despite significant Covid-19 related lockdowns in H1 and restrictions in H2. This performance has been fueled by market share gains in both instore (MSV c. +10%) and online (c. +30%).

Merchant Services’ OMDA in 2021 amounted to € 629 million, 26.1% of revenue, representing an improvement by +220 basis points despite Covid-19 impact, in particular in H1. It was positively supported by:

• Acceleration of revenue growth fostering operating leverage;
• Synergies from Ingenico and SIX Payment Services integration programs; and
• The effects of transversal productivity improvement actions.

Financial Services

With regular revenue growth improvements over the year, Financial Services FY 2021 revenue reached € 927 million, +3.1% organically. The performance of each division continued to be contrasted with a strong double-digit growth delivered in Account Payments supported by increased volumes and ramp-up of contracts, and in Digital Banking thanks to strong authentication volumes for e-commerce transactions and higher transaction volumes processed on Worldline’s e-brokerage platforms. On the other hand, revenue linked to card-based payment processing activities (Issuing Processing and Acquiring Processing altogether) decreased at a mid-single digit rate due to the pandemic’s impact on transaction volumes, in particular in the first quarter of the year, as well as lower project activity and discretionary spending from banks.

Financial Services remains the most profitable Business Line with slightly improving OMDA in 2021, reaching € 291 million, representing 31.4% of revenue. Being the Global Business Line with the highest proportion of fixed costs, the division was the most affected by volume decrease in the card payments divisions particularly in Q1 and by the effect of the price decrease conceded by the Group for the successful synchronous renewals of historical large contracts of Equens. In order to mitigate these effects, strong measures were taken in terms of cost base monitoring and workforce management.

Mobility & e-Transactional Services

Revenue in Mobility & e-Transactional Services reached € 347 million, up organically by +6.8%, with growth spread in each of the three divisions. e-Ticketing grew at a double-digit rate over the year thanks to the robust pick-up in the transportation sector in Europe as well as higher fare collection in Latin America, coupled with several development projects in the UK and in France. Trusted Digitization also strongly grew driven by higher volumes in Tax collection and digital healthcare in Latin America, new projects and improving volumes in France, growing project activity on e-archiving solutions in Germany, and new cash-to-invoice solutions sold in the Brexit context. Finally,                       e-Consumer & Mobility posted a robust performance thanks to its strong momentum in Connected Living & Mobility solutions and strong commercial dynamic for Contact solutions.

Mobility & e-Transactional Services’ OMDA reached € 52 million, representing 14.9% of revenue. The Business Line has been able to improve its profitability thanks to the positive revenue trend applied on fixed costs coupled with cost optimization plan addressing both fixed and variable costs.

Corporate costs

Corporate costs amounted to € 39 million in 2021, representing 1.0% of total Group revenue compared to 1.8% in 2020 at constant scope and exchange rates. This decrease by -37.8% is a concretization of the transversal productivity improvement program but more importantly of the synergies with Ingenico generated at corporate level.

Sale of TSS activities to Apollo Funds

As announced on Monday February 21, 2022, Worldline has entered into exclusive talks with the investment funds managed by affiliates of Apollo upon receipt of a binding offer, for 100% of the shares of TSS, comprising a € 1.7 billion upfront consideration (Enterprise Value) as well as preferred shares that could reach up to € 0.9 billion in value depending of the future value creation of TSS. Following the strategic review of TSS aimed at supporting its ongoing transformation and further accelerating its development and a competitive process, the contemplated transaction also encompasses the signing of a partnership agreement cementing the strategic and long-term commercial relationship between Worldline and TSS over the next 5 years.

Alongside the Apollo Funds, Worldline will remain associated to future value creation opportunities made possible by the robustness and quality of the TSS business and the transformation plan shared between the parties via the ownership of the preferred shares. This structure has been designed to align interests between Worldline and the Apollo Funds and will be directly linked to the total value creation achieved by TSS during its ownership by the Apollo Funds.

This transaction is subject to the signing of a final and definitive agreement between the parties and will be carried-out in the framework of the relevant social processes and ongoing dialogue with the employee representatives’ bodies. The completion of the transaction is also subject to the approval of relevant regulatory authorities and is expected to close in the second half of 2022.

2022 objectives

2022 objectives are the following:

• Revenue organic growth: +8% to +10%
• OMDA margin: +100 to +150 basis points improvement vs. proforma 2021 OMDA margin of 25.0%
• Free cash flow: circa 45% OMDA conversion rate

The bottom of the 2022 objectives range factors localized and temporary Covid-19 constraints, limited recovery of international travel and limited delays on POS supply related to still ongoing components shortages.

2024 Worldline ambition fully reiterated

The Group ambitions to deliver:

• Revenue organic growth: +9% to +11% CAGR
• OMDA margin: above 400 basis points improvement over the 2022-2024 period, trending towards 30% of revenue by 2024
• Free cash flow: circa 50% OMDA conversion rate

Appendices

Reconciliation of FY 2020 statutory revenue and OMDA with FY 2020 revenue and OMDA at constant scope and exchange rates

For the analysis of the Group’s performance, revenue and Operating Margin before Depreciation and Amortization (OMDA) for 2021 are compared with 2020 revenue and OMDA at constant scope and exchange rates. Reconciliation between the FY 2020 reported revenue and OMDA and the FY 2021 revenue and OMDA at constant scope and foreign exchange rates is presented below (per Global Business Lines):

* at constant scope and December 2021 exchange rates
** at December 2020 exchange rates

Over the year, compared to FY 2020, the Euro appreciation versus most of international currencies was partly offset by its depreciation versus the Turkish lira, as well as the Indian rupee and the Swiss franc to a lesser extent.

Scope effects are mostly related to the acquisitions of 2020 added in the 2020 comparative basis from January 1^st to the consolidation date (Ingenico consolidated from November 1^st, 2020 and GoPay consolidated from October 1^st, 2020) as well as the acquisitions/disposals of 2021 added/removed in/from the 2020 comparative basis from the consolidation date (Handelsbanken and Cardlink consolidated from October 1^st, 2021 and the divestments following the clearance from the European Commission for the acquisition of Ingenico deconsolidated from November 1^st, 2021).

FY 2021 pro forma

For the analysis of the Group’s organic performance, revenue and Operating Margin before Depreciation and Amortization (OMDA) in 2022 will be compared with 2021 revenue and OMDA at constant scope and exchange rates. Reconciliation of FY 2021 reported revenue and OMDA with FY 2021 revenue and OMDA at FY 2022 scope and foreign exchange rates is presented below (per Global Business Lines):

Components of the estimated scope impact from 2021 reported to estimated 2021 proforma:

• Sale of Benelux and Austrian assets related to Ingenico acquisition for 10-month (excluded for 2-month in 2021 reported)
• Cardlink and Handelsbanken added contribution of 9-month (Integrated for 3-month in 2021 reported)
• Axepta Italy integrated for 12-month
• ANZ integrated for 9-month (estimated closing: April 1^st, 2022)
• Eurobank integrated for 6-month (estimated closing: July 1^st, 2022)

Forthcoming events

• April 27, 2022                Q1 2022 revenue
• June 9, 2022                Annual General Shareholders’ Meeting
• July 27, 2022                H1 2022 results
• October 25, 2022        Q3 2022 revenue

Contacts

Investor Relations

Laurent Marie
+33 7 84 50 18 90
[email protected]

Benoit d’Amécourt
+33 6 75 51 41 47
[email protected]

Communication

Sandrine van der Ghinst
+32 499 585 380
[email protected]

Hélène Carlander
+33 7 72 25 96 04
[email protected]

About Worldline

Worldline [Euronext: WLN] is the European leader in the payments and transactional services industry and #4 player worldwide. With its global reach and its commitment to innovation, Worldline is the technology partner of choice for merchants, banks and third-party acquirers as well as public transport operators, government agencies and industrial companies in all sectors. Powered by over 20,000 employees in more than 50 countries, Worldline provides its clients with sustainable, trusted and secure solutions across the payment value chain, fostering their business growth wherever they are. Services offered by Worldline in the areas of Merchant Services; Terminals, Solutions & Services; Financial Services and Mobility & e-Transactional Services include domestic and cross-border commercial acquiring, both in-store and online, highly secure payment transaction processing, a broad portfolio of payment terminals as well as e-ticketing and digital services in the industrial environment. In 2021 Worldline generated a revenue of 3.7 billion euros. worldline.com

Worldline’s corporate purpose (“raison d’être”) is to design and operate leading digital payment and transactional solutions that enable sustainable economic growth and reinforce trust and security in our societies. Worldline makes them environmentally friendly, widely accessible, and supports social transformation.

Disclaimer

This document contains forward-looking statements that involve risks and uncertainties, including references, concerning the Group’s expected growth and profitability in the future which may significantly impact the expected performance indicated in the forward-looking statements. These risks and uncertainties are linked to factors out of the control of the Company and not precisely estimated, such as market conditions or competitors’ behaviours. Any forward-looking statements made in this document are statements about Worldline’s beliefs and expectations and should be evaluated as such. Forward-looking statements include statements that may relate to Worldline’s plans, objectives, strategies, goals, future events, future revenues or synergies, or performance, and other information that is not historical information. Actual events or results may differ from those described in this document due to a number of risks and uncertainties that are described within the 2020 Universal Registration Document filed with the French Autorité des marchés financiers (AMF) on April 13, 2021 under the filling number: D.21-0303 and its Amendment filed on July 29, 2021 under the filling number: D. 21-0303-A01.

Revenue organic growth and Operating Margin before Depreciation and Amortization (OMDA) improvement are presented at constant scope and exchange rate. OMDA is presented as defined in the 2020 Universal Registration Document. All amounts are presented in € million without decimal. This may in certain circumstances lead to non-material differences between the sum of the figures and the subtotals that appear in the tables. 2022 objectives are expressed at constant scope and exchange rates and according to Group’s accounting standards.

Worldline does not undertake, and specifically disclaims, any obligation or responsibility to update or amend any of the information above except as otherwise required by law.

This document is disseminated for information purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, any securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States unless they have been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any U.S. state, or are exempt from registration. The securities that may be offered in any transaction have not been and will not be registered under the U.S. Securities Act or the securities laws of any U.S. state and Worldline does not intend to make a public offering of any such securities in the United States.

Attachment

• Worldline FY 2021 results – Press Release