Nexi – acquisition synergies kick in but growth slows

Italian pan-European acquirer/processor Nexi, reported slower growth but higher profits in Q4 2022 as it realised acquisition synergies quicker than expected. Despite a more challenging macro environment than anticipated, CEO Paolo Bertoluzzo declared 2022 a “year of strong progress for our company.”

Nexi’s total turnover grew 4% in Q4 to €879.5m.

Merchant solutions is the largest division and the one that interests us most at Business of Payments.

Payment volume grew 9% in Q4 to €204bn. Despite the fast pace of acquisitions, Italy still accounts for 57% of payment volume. 

Taking 2022 as a whole, Nexi’s SME merchants continue to outperform with volume up 25% and over 200,000 extra terminals placed. Large account volume rose 15% and management is looking forward to “a strong pipeline of commercial wins across markets with a specific focus omnichannel, grocery and retail and vertical solutions in petrol and EV charging.” 

2023 has started very well. Total volumes are reported up 17% to the end of February.

Merchant revenues grew 3.3% in Q4 22, although management points to an underlying increase of 7.9% excluding Ratepay and some phasing of scheme fees in Italy. Ratepay is a German BNPL business which Nexi inherited from Concardis. It takes risk on customer payments and doesn’t fit with Nexi’s business model. Ratepay has been up for sale for some months but no buyers have emerged, so the business has entered a “managed slowdown” that reduced revenue by €16m in Q4. 

The big news was the acquisition of Banco Sabadell’s merchant payment business which catapults Nexi into number two position in the Spanish market. Sabadell made clear that deal was not just about price. It wanted a partner. Bertoluzzo explained “We’ve been chosen especially for our capabilities and for our people and the work we’ve done with the bank over the last few months.”

Nexi is paying €280m for 80% of a portfolio which brings revenues of €48m and EBITDA of €30m from 380,000 merchants generating €48bn payment volume annually. Sabadell is injecting the merchant contracts into its Paycomet gateway unit which will be the entity purchased by Nexi. 

Sabadell will sign a long-term distribution agreement with 10 years exclusivity to send Nexi sales leads from its 1,200 bank branches. These arrangements can be gold dust but also can be less rock solid than they might appear. EVO Payments had a similar distribution agreement with Banco Popular. This bank was sold to Santander which started referring leads to its in-house product team instead. EVO went to court and lost.  

Nexi is paying an EBITDA multiple of 11.5 which is line with its recent deals in this sector as you can see from the table below. Management says that if the new business meets its earn-out targets, this multiple drops to 10.

Nexi acquisitions 2021-23

BPER & BdSISPAlphaSabadell
MarketItalyCroatiaGreece Spain
Payment volume (€b)135948
No of merchants           110,000         13,000  n/a        380,000 
Nof of POS           150,000  n/a        150,000 n/a
Rev (€m) n/a  n/a  €             93  €             48 
EBITDA (€m) €                 32  €            17  €             18  €             30 
Enterprise Value (€m) €               318  €          180  €           307  €           350 
EV/EBITDA                    10                11                 17                 12 
Source: company reports

Sabadell brings Nexi a strong position in a large payment market with “unique structural characteristics and significant growth potential.” Nexi is particularly attracted by Spain’s low card penetration and SME dominated merchant landscape. But most importantly, because the market is still dominated by banks, Spain lags “behind European markets in terms of product innovation, commercial innovation, channels and so on.” 

Nexi believes that most of the acquisition synergy will be on the revenue side. Pricing will be especially interesting. One analyst noted that the enterprise value was just 0.7% of payment volume. The take rate is just 10bps. Bertoluzzo explained that Spanish banks tend to cross-subsidise payment processing with other banking products. Nexi believes its presence in the market will enable “enable a more rational pricing approach.” 

Integration is expected to be “very simple and lean“, presumably because the merchants can continue to process on existing systems and that Paycomet will come with its own regulatory approvals.

Nexi’s issuer solutions division has been struggling for sales growth of late, in common with ACI and similar divisions of Worldline, FIS and Fiserv. It’s really not been a good time to be selling software and services to banks. Nexi issuer revenues grew 4% in Q4 22 helped by an extra 1.7m international debit cards supported in Italy. Management is very happy to have won Commerzbank in Germany. 

Nexi earns twice as much revenue per transaction in merchant solutions than issuer solutions.

Digital banking solutions is the smallest of the three divisions, accounting for 14% of total revenues. It grew sales 7% in Q4 and reports continued good performance in its Italian open banking access platform. 

Cost control was impressive with overall expenses falling 0.5% in Q4. A 3.3% increase in personnel expenses was offset by a similar fall in operating costs as Nexi overdelivered promised synergies from its recent string of large acquisitions. The technology teams have been busy. Bertoluzzo said that in 2022, “we did actually consolidate 5 data centres and a couple of processing platform. We expect in the new year to basically do it in reverse and therefore, consolidate another couple of data centres and about 5 to 7 processing platforms.“ 

Rising revenues and steady costs helped EBITDA grow 8.7% in Q4 to €451.6m with EBITDA margins ticking up 2% pts to 51%. Of recent acquisitions, BPER and ISP Croatia together contributed €52.5m revenues and €40.6m EBITDA in FY 22.

This positive financial leverage has allowed Nexi to continue to invest. Capex was 16% of FY 22 revenues although this is expected to fall to 7-9% longer term as a series of integration projects comes to an end.

Looking forward management is confident about 2023 and is guiding investors to 7% revenue growth and >10% EBITDA growth. 

Italian Summer Boosts Nexi

Nexi’s Q3 results showed a strong performance in Italy as tourists returned to the Mediterranean in droves although this travel-related boost was offset by weaker growth elsewhere in Europe. This financial update came hot on the heels of last month’s detailed strategy update. [See Ten Things We Learned from Nexi’s Capital Markets’ Day]

Even in September, Italian payment volume was running 50% ahead of 2019. This not only boosts turnover but also margins as merchants are often charged a premium for foreign card transactions.

Nexi payment volume, Italy vs 2019. Source: company report

Payment volumes continue to grow at double digits in all Nexi’s markets outside Italy although performance in the DACH region suffered from “discontinued clients due to optimised risk profile.” This is a polite way to say that some unwanted customers were fired. 

Across all European markets, Nexi reports SME merchants particularly buoyant. Volume was up 29% in the first nine months. Switzerland and Poland are reported notably strong. Total POS terminals were up by 200,000 in last twelve months with most of the extra estate deployed in Italy.

Large account volume was up 17% and management is particularly pleased with a landmark SoftPOS win at Danish Railways. Train guards can now sell tickets on their standard Android tablet instead of needing to carry a separate payment terminal. Paolo Bertoluzzo, CEO, also highlighted SoftPOS as a resilience tool: “We have been helping a Nordic customer that was under a cyber-attack that had nothing to do with us, but we have been able to bring them back into active sales mode, thanks to a superfast rollout in few hours of SoftPOS for their stores.” 

Nexi also claim SoftPOS is showing good commercial traction in Denmark, Greece and Hungary. 

eCommerce volume was up 16% including notable increases in account-to-account payments in Poland (where Nexi owns P24) and Finland. Bertoluzzo explained. “We are focusing more and more on the mid-market, which tends to be a very attractive local segment, faster-growing, where we have seen very nice wins also when competing with the specialized Neo PayTechs.”

Overall revenues were €853m in Q3, up 7.1% at what Nexi calls “constant scope.” This excludes the impact of acquisitions and FX.

Merchant solutions continue to outperform the other business units. Its revenue was up 9.6% at €483m. Issuing solutions recorded sales up 5.9% but digital banking turnover was flat. Management blamed banking consolidation in Italy.

Reflecting the good summer, Italy (Nexi’s largest market) outperformed, with sales revenue up 9.9% compared with considerably less impressive returns of 4.4% for SE Europe, 3.9% in DACH + Poland and 3.7% in Nordics.

Cost control was impressive, up just 1.9% with personnel costs flat asssisted by “our ability to extract further efficiencies and the synergies coming from the integrations,” according to CFO . Bernardon Mingrone. This sounds like code for significant job losses. Management also confirmed that integration synergies were track to deliver €105m this year. 

Nexi is benefiting from long term supply contracts which don’t adjust with inflation. This shifts the short term pain to vendors but cost pressures must ultimately flow through at some stage.  

The combination of 7% revenue growth and flat operating costs saw EBITDA up 12% to €463m. Margins grew 2ppt at constant scope to 54%.

Ten things we learned from Nexi’s Capital Markets Day

Nexi published a 171 slide deck for its Capital Markets Day. To save you the trouble of ploughing through the whole document, here’s ten things Business of Payments learned from the presentation.

  • Nexi says it is the number one Paytech in Europe. The numbers certainly do look impressive: 2.2m merchants, 3.1m terminals managed, €389bn payment volume, €3.0bn revenue and €1.4bn EBITDA in 2021. 
  • Market prospects continue to be excellent. Exiting Covid, Nexi forecasts an ongoing 2ppt shift from cash to cards in its core markets, underpinning payment volume growth of 10% CAGR over the next five years. Card penetration in Nexi’s core markets (which exclude Spain, France and UK) is still just 36%. If the trend to electronic money continues, this would give an incremental €600bn available to process over the next five years. 
  • Nexi’s financial prospects look good too. The top line is growing and strong operational leverage means the bottom line will look after itself. The company forecasts CAGR through 2025 of 9% for revenues, 14% for EBITDA and 20% for eps.  This takes net revenue from €2.9bn in 2021 to €4.2bn in 2025. The extra €1.3bn revenue is expected to deliver €0.9bn EBITDA. Illustrating the operational leverage, margins grow 900bps to 56%.
  • M&A synergies from NETS and SIA are running ahead of plan. €65m additional synergies have already achieved with €365m now expected by 2025. Synergies will run 10% ahead of plan to 2025 and 25% in the long term. The acquisition blitz is not over. Nexi is still looking at inorganic opportunities to consolidate in existing markets and to add extra capabilities in eCommerce and software.
  • Merchant solutions is the growth engine. €1.0bn of the €1.3bn total revenue increase will come from merchant solutions. Geographical growth is primarily from Italy €0.5bn and DACH/Poland €0.5bn.
  • Nexi claims to be market leader in Italy and Nordics for merchant solutions, number two in Switzerland and Poland, and number 3 in Germany and Sweden. Austria, Greece and Croatia are also key growth markets. 

Nexi market position, source: Nexi Capital Markets Day, October 2022

  • Practically, there is not yet a single market for merchant payments. This gives Nexi the space to compete with the global payment giants. In Europe today, there are 150 local payment methods and 10 national debit schemes (together accounting for 50% of payment volume), significant domestic regulations for payment/financial institutions as well as country-specific tax and administrative requirements. This all adds complexity and allows Nexi to differentiate based on local capabilities while benefiting from the scale economies of pan-European backends.
  • Nexi is targeting the mid-market for eCommerce which (it says) accounts for 50% of the payment volume but 59% of the revenue pool. Nexi isn’t much interested in large global merchants and market places. These are much less profitable, delivering 44% of market payment volume but just 27% of revenue. eCommerce product strategy is to run local front ends on a single back-office platform complemented by a pan-European integration layer. 
eCommerce transaction and revenue pools. Source: Nexi Capital Markets Day, October 2022
  • There is considerable value in owning the full product stack. Adding acquiring to a simple gateway proposition multiplies the take rate by 4 but adding an in-house APM (such Poland’s P24 which is now owned by Nexi) gives a 7x boost.
Take rates and product stack. Source: Nexi Capital Markets Day, October 2022
  • Nexi believes that 90% of revenue pool for POS-centric small business merchants is “local by nature.” These customers have a strong preference to buy from local brands recommended by their bank or software suppliers. Nexi is commercialising a flexible “one stop” solution tailored to segment and national needs, partnering with ISVs and investing in domestic distribution. Product strategy is focused on the new Android solution which is said to be performing well and accounts for 8% (but growing fast) of front book sales in Italy, 74% in Germany and 62% in Nordics. Fully digital onboarding is keeping cost per acquisition at under €200 in Italy, still by far Nexi’s largest market.  

Three way auction for Sabadell’s merchant acquiring business

Banco Sabadell has confirmed a Reuters report that it is running a process to sell its merchant acquiring business for around €400m.  

Sabadell is believed to be insisting on a trade buyer for the unit. Having ruled out a sale to private equity, three international processors – Nexi, Worldline and Fiserv – are reportedly still in the running to buy Spain’s second largest merchant acquirer which accounts for 16% of the market. The EBITDA multiple is not available, but the suggested sale price of €400m suggests a very similar  valuation to Bankia, another merchant acquirer, sold to a Global Payments JV in 2021.

Spain’s domestic payment industry has had a difficult couple of years. The merchant acquirers are more tourism dependent than most. Many were badly hit by the pandemic and associated travel bans but business has since bounced back as borders reopened. With total payment volume of c.€258bn and strong cash to card trends, Spain remains a very promising market for inward investment. 

Sabadell’s payment volume was up 31% in the twelve months to June 2022 at €41.9bn with 14% of volume as eCommerce according to Nilson. Sabadell has 438K points of sale (physical and online) across 214K merchant outlets. Revenue for the whole cards business (issuing and acquiring) was up 14% in H1.

Sabadell is outsourcing merchant acquiring primarily because it needs to raise extra capital to support its transformation plans. Outside Spain, Sabadell partners with EVO Payments in Mexico and Square in the UK, through its TSB subsidiary. 

In Spain, the successful bidder will likely also get a long-term partnership arrangement with Sabadell for lead referral. This will help the bank maintain its customer relationships and prevent a competitor bank using merchant acquiring to establish a bridgehead with Sabadell’s merchants.

None of the three suitors has much business in Spain today. For each, the deal would represent a springboard into one of Europe’s largest payment markets helped by a strong distribution partnership with this leading retail bank with over 1,500 branches. For Fiserv, Worldline or Nexi, the business case to buy Sabadell’s merchant acquiring unit is primarily about cutting costs through consolidating processing and product development with their other European businesses. There will also be opportunities to sharpen up local sales and marketing and introduce leading products from other markets such as Clover. 

Nexi and Worldline are both highly acquisitive. Nexi has recently bought merchant service businesses from banks in Croatia and Greece. Worldline has made two purchases in Greece and set up a JV with ANZ in Australia. 

According to Reuters, the Sabadell board has already reviewed offers and will move quickly to the final stages of the auction.  

Tourists and SMBs boost Nexi

Nexi reported strong growth across all markets as Europe’s economies bounced back from last year’s Covid lockdowns. Payment volume was up 18% overall powered by resurgent spend in travel and tourism with a particularly strong transaction flow from foreign cards used in Italy.

The geographical performance was mixed. Payment volume was up 13% in DACH, 18% in Italy and an impressive 33% in the Nordics. Italy – Nexi’s home market – accounts for 57% of the total.

Merchant Services and Solutions is Nexi’s largest division – just over half of total revenue – and sales grew 16% to €431m. The detailed picture was far from uniform. For example, SME’s outperformed corporates and eCommerce growth was restrained by recent standards.

Within Merchant Services and Solutions, SME volume grew 38% with DACH and Poland notably strong. The terminal base grew an impressive 150K year on year and we can see the emerging outlines of a good, better, best product strategy featuring:

  • SoftPOS – recently launched in Hungary (in-house developed by Nexi, distributed by Unicredit)  and a Nordic version working with Softpos.io. An Italian launch is in preparation
  • Smartpay – commercialised by Concardis in Germany, a simple SME proposition to accept Giro and international cards with a PAX A920, online sign up and nice digital portal 
  • SmartPOS – a more highly configured SME terminal with an associated app store provided by Poynt which will be attractive to larger merchants and ISVs

eCommerce volumes grew 19% with attention drawn to the launch of Nets Easy – a simple proposition of payment gateway, reconciliation and payouts under a single contract. Large and key account volumes grew 17%.  An interesting detail was that SoftPOS for retail and hospitality “showing good progress” which backs up the growing consensus that micromerchants will not be the primary target for this new technology. Significant partnerships were announced with Global Blue (hospitality and retail) and Zuora (subscriptions). 

Like its competitors, Nexi is expanding its footprint through acquisitions and seeking synergies through platform consolidation. Three acquisitions are expected to close in the second half of the year totalling an additional €22bn volume:

Like every other processor, Nexi is increasingly focused on ISVs as a distribution channel and showcased a new partnership with Microsoft in which it becomes preferred European digital payment partner of the American software giant. This looks like a quid pro quo for Nexi selecting Microsoft Azure to accelerate its platform consolidation. In other ISV news, Nexi has taken full control of Orderbird, a Berlin-based restaurant ISV in which it inherited a minority stake from Concardis in a deal estimated at c.$140m.