
Worldline SA / Earnings Calls / July 30, 2025
Good morning, and thank you for standing by. Welcome to the Worldline First Half 2025 Results Conference Call. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Pierre-Antoine Vacheron, Worldline Group CEO. Please go ahead.
Pierre-Antoine VacheronThank you. Thanks a lot, and good morning to all of you for this H1 call. I'm here with Gregory Langarti, our Group CFO, for his last call with us, probably the opportunity to thank Gregory for his dedication to the company in its various shapes over the last 10 years. Gregory has been Head of Strategy and CFO during all the journey at Ingenico and Worldline. And I want to thank him for all his dedication until the very last moment. And I think we can be very proud to have had Gregory with us during those times. So let me move now. And before we enter into our presentation for H1, I would like to start with 4 key messages. First, as you have seen in our press releases, Q2 has been very active on many fronts with a real sense of urgency so that we can turn around the company as soon as possible. Just to mention, entry into exclusive negotiation on MTS, interim positive results on the audit of our merchant portfolio, the refinancing of the company, the assessment of our assets as part of our work on our strategy going forward, the reshuffling of the operating model in Merchant Services and finally, the extensive renewal of our management team. Second comment, second message, we have strong assets and strengths, and I can confirm that. But as H1 results show, we are facing several challenges that have to be overcome to restore the potential of this company in terms of growth and cash flow generation. Third, I still have uncertainty for the rest of the year, but I need to provide you with some visibility with the guidance, and I have to be cautious where I stand. Last, my objective is to have a robust groundwork when we turn the Capital Market Day on November 6 in Paris. I'm confident we are making good progress, and I have a strong and reenergized executive team joining on the same mandate in the coming weeks. Moving on now to H1 financials. Let's look at the headline numbers, reflecting the challenges identified and highlighted last April during our Q1 revenue publication. In the first half, we posted EUR 2.2 billion in revenue, representing organic decline of 3.4% compared with the prior year, a trend consistent in Q2 and in Q1. In net-net revenue terms, our revenue declined by 7.3%, impacted by the mix of products. On profitability, adjusted EBITDA reached EUR 401 million in H1, representing 18.2% in revenue -- of revenue. And based on net- net revenue, our adjusted EBITDA margin stands at 22.9%. The free cash flow stands at plus EUR 40 million or a conversion rate at circa 10%, which is not a good trend, still impacted by Power24. Finally, normalized net income group share reaches EUR 121 million with a reported net income group share that equals to a loss of minus EUR 4.2 billion, impacted by EUR 4.1 billion noncash goodwill impairment, reflecting the evolution of the payment environment in Europe and also the consequences of the current performance and challenges of our Merchant Services business. I would like to precise that following this impairment, the Worldline equity remained solid at EUR 4.9 billion. As I said, we've been very active during this first half, more particularly in Q2 with clear objectives, restore trust and set the basis of our transformation. First, our immediate priority has been to address and fix the initial challenges presented last April. [indiscernible] has been a strong managerial focus and started to see the first tangible benefits. On the product side, we have made clear improvements. Regarding hardware, you will remember that we had significant issues across the board. Situation has been fixed in most of the geographies with still a few terminals missing in Belgium and performance issues remaining in some markets on the enterprise segments, but this is much better. The first e-com offering for call the Credit Agricole is live and has been rolled out in the Credit Agricole branches and soon within LCL. This is based on our refactored e-com solution, which got, by the way, commitment from large merchants to migrate out of the SIX platform to this refactored solution. We launched Wero payment method this summer in Germany with a planned rollout in Belgium in October and in France in early '26. This will take some time, but based on the successes of Bizum and TWINT in Spain and Switzerland, I'm quite optimistic that this will generate significant revenue going forward. Finally, on the acquiring front, we have started to deploy our U.K. offering to be able to operate there post-Brexit, and we have achieved end-to-end testing on Carte Bancaire in last June. On SMB, we have started to stabilize our churn rate, especially in Switzerland, Sweden and Germany, but with better performance on small merchants than on midsize, which leads to still lower volumes. Our Merchant Services operating model has been redesigned to drive more delivery and fast decision. The management team of Paul is being renewed with add-on on terminal center of excellence and on regional commerce beginning of September. Last, all action plans are operationalized to deliver the EUR 50 million cash cost saving plans that we announced in April with a clear objective to overdeliver it. To prepare the future, we have cleared the table on several topics, enabling us to move forward from a healthy base. On the portfolio pruning strategy, a very significant milestone has been reached on MeTS towards the disposal of the activity. I will come back shortly on that specific point. But have in mind that other initiatives are getting mature with a strong momentum. We also have actively worked on our financing strategy and the coming debt refinancing are completely secured. We have made based on our strategic work, a deep work on balance sheet to clean up the bases after several years of market consolidation. Last, we have launched 2 external audits on our Merchant portfolio with already interim reassuring results. I will focus on this topic. So regarding the HBR portfolio. So as you remember, on July 7, we mentioned an audit to be commissioned to accuracy on our remaining high brand risk portfolio to confirm its cleanup and its alignment with our compliance and risk framework with a preliminary outcome today. I'm very happy to say and to share that based on the preliminary findings of accuracy, which will continue their audit over the coming weeks, there is no need for material onboarding of merchants that has been identified so far in our regulated entity, and the group has confidence that it is not to be expected. This confidence is reinforced by the fact that with very seldom exceptions that have promptly been addressed when appropriate, the cases referenced in the recent press campaigns were not or no more in the books of the group. As shared in June 25 press release, the group has extended its review of the technical orchestration layer portfolio activity to assess and take actions from own merchants potentially lacking proper gambling licenses in the countries they operate, but we do not anticipate significant impact in 2025. In parallel to this, Worldline is undertaking a comprehensive assessment of its compliance and risk framework and its implementation, the task assigned to Oliver Wyman. As said, the main conclusions will be communicated alongside the group earning reports on October 21. Hence, by the end of October, any potential remaining weakness and improvement areas will be identified. And in such cases, necessary action plans will be executed to ensure optimal operational integrity. The Worldline top management and its Board of Directors are fully committed to strict compliance regulation and risk prevention standards. So regarding MeTS, as we announced yesterday night, a major milestone has been reached in our simplification journey with the entry into exclusive negotiations with Magellan Partners regarding the divestment of MeTS activities and some Financial Services- related activities after a competitive process. This transaction, when confirmed, will be fully part of our transformation road map and will enable us to refocus on payments, as already announced through exiting from adjacencies with different type of business model, simplify group operations with a leaner organization, optimize the allocation of our resources with more focus on payments in terms of investments, while alleviating management bandwidth to be concentrating on the core. Finally, this will enhance our strategic flexibility with the reinforcement of Worldline liquidity through the cash in from the disposal. As announced yesterday, the divested activities generated revenue around EUR 450 million, employing some 3,800 people. The discussions are based on an enterprise value of up to EUR 410 million, including EUR 10 million earnout based on the 2025 operating performance of the perimeter. This valuation represents an approximately 11x pro forma stand-alone adjusted operating income for 2024, which is the relevant aggregate to look at in terms of valuation multiple. We expect to close this operation during the first half of 2026. I want to mention here that this is also a very good opportunity for MeTS and their teams with a more strategic focus on their organizational structure, dedicated innovation resources and development in new markets and skills with a very strong and qualitative partner, Magellan Partner, who is quite renowned in digital transformation in France and in Europe. We will obviously keep informed the market in due time regarding the next steps of the process. In parallel of my business key findings, I decided to extensively renew our leadership team to drive the transformation of the company ahead. After the disposal of MeTS, the ExCo will be made of 8 members only, out of which 6 will have been appointed in the last 9 months. After the arrival of Paul Marriott-Clarke to drive MS business last November and more recently, Candy Dillon to improve our technology stack, I have the pleasure today to announce 3 newcomers who will be with us in the coming weeks. Srikanth Seshadri will be the new group CFO. With an audit background, he comes from a tough industrial environment, which was Alstom, and he will be key to run the ongoing finance transformation initiated by Gregory and the automation of our finance processes. He will bring as well a deep expertise in treasury and financing strategy. Anika Grant is Australian. She will be the new Group People Officer, and she will drive the people equation to manage our people cost while retaining and attracting talent key pillars in the creation of the new Worldline with a very advanced digital DNA coming from Uber in the last years. Madalena Cascais will be the new Head of Financial Services. She will rejuvenate and reposition this activity, leveraging on her very strong expertise and reputation in the payment sector. Madalena did an extraordinary work to transform the SIPS Portuguese operator over the last years and to expand it internationally. Now I think we will have from now the right leadership team to drive successfully Worldline transformation. Let's now go through our performance and key business highlights for Q2. So in Q2, Worldline delivered external revenue of EUR 1.14 billion, in line with our initial expectations, with MS decreasing by 3.4% or down 7.3% on NNR basis. Revenue were slightly down by 0.3%, excluding merchant termination linked to HBR activities, as already announced, and the hardware base effect. And while the consumption environment in Europe is challenging, the slowdown in the underlying business reflects the elevated churn rate that we've known that we've encountered over the last months, especially in the SME segment. The lag in NNR versus published revenue was mainly due to merchant and product mix, notably the low performance in hardware sales, which are full NNR. Financial Services sales were down 10.6%, driven by the already highlighted reinsourcing in the Account Payments division. And in the context of the high comparison base in issuing processing, excluding the reinsourcing impact, the decline in sales would be around 4%. Finally, MeTS was up around 2%, in line with our plan. Looking at the trends in MS by go-to-market in more detail. In enterprise, on the one hand, we had a positive momentum in travel and hospitality and good traction in acceptance generally. We -- however, we were impacted as expected by lower terminal sales and the acquiring business has broadly stabilized with the Nordics showing good resilience. As illustrated by the logos on the right of the slide, we had a number of new signing and upselling in the quarters, notably in EV charging, showcasing our acquiring capabilities in this segment. In SMB, our performance was affected by a drop in hardware sales, but POS terminals, as I said, are now available in key markets. So hopefully, we can look forward for a better momentum going forward as churn rates are stabilizing in the past few weeks and customer satisfaction is gradually improving. While we underperformed in some core markets, we had good pockets of growth in the countries where we have more challenges, especially in Central Europe but also in Italy as well as in travel and acceptance. We also had good momentum with ISVs in the Nordics, where the group has pretty strong positions. Last, in our joint ventures, we had a strong performance driven by solid market share gains in Southern Europe, while benefiting specifically in Italy from the merchant portfolio migration from CCB and Credem and the benefits of our repricing actions in Australia. Germany was impacted by a strong comparison base and a less dynamic underlying performance, notably in acceptance. Now looking at Financial Services development in Q2. The negative performance is mainly due to the reinsourcing impact in the Account Payments segment, together with low volumes and the comparison effect due to the signing of some licenses deals in the first quarter of last year. On the positive side, we have good growth in card-based payment processing, supported by our next-generation card issuing platform with strong demand in APAC and in Eastern Europe. Importantly, we secured a 10-year contract to manage account-to-account payments for BFF in Italy and renewed our partnership with Visa for the cloud-based ACS in France. These wins will help us to stabilize the business in the near future. The Mobility and e-Transactional Services segment delivered 2% organic growth in Q2. This performance in line with expectations was supported by strong volumes in omnichannel interactions, especially with customers like SNCF, LCL and BNL. In Transport & Mobility, we had also a good performance driven by France with new mobility projects and ticketing systems and by the U.K. with mobile ticketing systems. Trusted services was more challenging with positive dynamics in markets like Spain, offset by lower activity in France of a high [ volume ] base. On the commercial front, the dynamic remained positive, notably in the rail industry as we partnered, for example, with TransPennine Trains Ltd and [indiscernible] to provide their rail operations suite, leveraging on MeTS initial solution. And now I hand over to Gregory to talk about our H1 financial performance.
Gregory LambertieThank you, Pierre-Antoine. Let's look at the management's actions on cost and liquidity. In this environment, cash cost control has been a key area of focus. First of all, Power24 has enabled cash cost savings of EUR 220 million so far with a full run rate to be reached by the end of '25. Beyond Power24, we're being ruthless in cost control. And this materialized, as you remember, in our plan to cut cash costs by another EUR 50 million in 2025. Savings are already visible in the P&L, where we had a Power24 benefit of EUR 34 million in our cost base in H1, allowing us to fully offset underlying cost inflation and in our CapEx, which we managed to reduce by 16% in H1 in absolute terms, in line with our full year trajectory. These efforts paid off with free cash flow protected in H1 despite the challenging revenue picture. Meanwhile, we've maintained exceptional liquidity with cash of EUR 1.2 billion at the end of June, pro forma the payback of the 2025 convertible bond, leaving us ample breathing room for our next maturities. Furthermore, the maturity of our EUR 1.125 billion revolving credit facility was extended by 1 year to 2030 with unanimous support of our lending banks. Moving on to H1 performance by business line. In MS, in the context of a 2.3% decline in sales, the segment's EBITDA fell 20% to EUR 311 million, equating to an EBITDA margin of 19.3%. The key drivers of this decline were some merchant terminations and more importantly, a negative mix in terms of client and sector. So for example, an underperformance of the higher-margin SMB segment and on the other hand, growth in the airlines or FMCG verticals, which carry lower margins. FS segment's EBITDA also dropped sharply by 27% to EUR 92 million on the back of a 9.8% sales decrease, linked mainly to the last impact of the contract reinsourcing. Thus, the EBITDA margin reached 22.4% in H1. Lastly, MeTS EBITDA was broadly flat at EUR 30 million with a margin at 16.8%. Now on the operational items of the P&L. The increase in EBITDA to EUR 324 million is linked to a big drop in the Power24 provision, which amounted to EUR 174 million in H1 '24 and was just EUR 16 million in H1 '25, while other restructuring costs rose slightly at EUR 61 million. Operating income was a EUR 4.06 billion loss due to the impact of the goodwill impairment of the same amount. We decided to pass this impairment as we acknowledge that the change in the environment in Europe and in the payment market is long lasting, and the group thus decided to draw the consequences on its long-term outlook, specifically in the MS business. Net finance costs reached EUR 183 million, mainly impacted by EUR 142 million fair value adjustment to TSS preferred shares, reflecting the negative outlook of the terminal market. Income tax expense was EUR 10 million with an annualized effective tax rate of 24.9% when excluding the goodwill impairment and the change in fair value of the TSS prefs. As a result, normalized net income group share reached EUR 121 million positive, while the reported net income group share equates to a loss of EUR 4.2 billion impacted by the EUR 4.1 billion noncash goodwill impairment and the change in payment environment that is recognized through that impairment. It also includes the EUR 142 million fair value adjustment of the TSS preferred shares. Looking at the cash flow statement on the next slide. We generated EUR 40 million of free cash flow in H1 '25 or 9.9% of adjusted EBITDA. Here are the main elements in our free cash flow. Change in working capital was an inflow of EUR 25 million after the normalization that occurred throughout the year. Tax paid decreased compared with prior year, in line with the group's operational performance, but we expect catch-up payment to impact H2. CapEx was lower in euro terms, as mentioned earlier. And our integration and rationalization costs are flat at EUR 58 million. Overall, H1 '25 free cash flow before Power24 stood at EUR 102 million or 25% cash conversion, while after the EUR 62 million Power24 execution cash costs, our reported free cash flow came in at EUR 40 million. Finally, in terms of indebtedness, at the end of June, our net debt stands at EUR 2.1 billion, including IFRS 16 liabilities, This figure takes into account the EUR 135 million impact resulting from the acquisition of Credem and the reevaluation of put options linked to our Italian and Greek business. Our net debt thus equates to 2.2x adjusted EBITDA over the last 12 months. On the debt management front, early June, we issued a new EUR 550 million bond under the existing EMTN program, maturing in June 2030 and bearing a coupon of 5.5% per annum. We then repurchased and canceled outstanding OCEANEs due July '26 for a total consideration of approximately EUR 320 million. Worldline will continue to actively manage its debt maturity profile while maintaining a high level of financial liquidity. I'll now hand it back over to Pierre-Antoine.
Pierre-Antoine VacheronThank you, Gregory. So maybe to conclude, I would like to come to our 2025 expected trajectory and my key takeaways. So in terms of outlook, we expect to deliver for 2025 a top line organic that overall should counter a low single decline with an H2 stable or slightly negative. That would lead to an adjusted EBITDA between EUR 825 million and EUR 875 million for the full year and a free cash flow that would be stable for the full year if we reach the middle of the EBITDA guidance. To conclude, I would make 4 remarks. First, obviously, these are challenging times for Worldline. And I want to praise our various stakeholders, especially our teams and customers, for their engagement and loyalty while we are navigating in these troubled waters. Second, we are in full motion to fix our challenges, refocus, restore and build trust and lay a solid groundwork to put this company back on track of growth and robust free cash flow generation. The projected disposal of MeTS, the interim results of our audit of our merchant portfolios are 2 strategic milestones in this direction. While we are turning to defining our midterm road map that I will prepare with a narrowed experienced and diverse executive team, all aligned on the same agenda with the same level of energy and sense of urgency, we will aim at putting Worldline back on track in terms of performance and meet our ambition of European leader in payments. Thank you very much for your attention, and I'm now ready with Gregory to take your questions.
Operator[Operator Instructions] And now we're going to take our first question, and it comes from the line of Josh Levin from Autonomous Research.
Joshua D. Levin: Two questions from me. So you're laying the groundwork for what seems like will be a multiyear turnaround plan. And for shareholders and debt holders, how do you balance the opportunity and risks of trying to execute that plan with just selling the company now and trying to get the value you can? I guess, I mean, why -- I know you're relatively new here, but I guess why should investors be confident that the turnaround will create more value than just trying to sell the company today? And then just one clarification on your strategy. It sounds to me like you intend to focus more on SMBs and less on medium to large businesses. Is that correct?
Pierre-Antoine VacheronThanks a lot for your question. I mean the company has -- and I mean, after 5 months, the company has very strong assets. I mean we have a pretty unique multi-local positioning in Europe with a very strong positions, not only on Merchant Services side, but also in Financial Services in very important countries from a demographic standpoint like Germany, France, but also the Benelux and also Switzerland, obviously, and quite promising position in more emerging countries for us like Southern Europe and Eastern Europe. And this multi-local is a real asset. The second point is that we have -- from an acquiring perspective, we have a massive presence. I mean we are processing EUR 500 billion of acquiring. All this converging step-by-step on one single platform, which is already processing something like 60% of our volumes. In some geographies like France, we are -- in terms of acceptance, we have more than 50% of the market through our Axis platform, which is -- which has processed, as you may have seen, EUR 5 billion transaction in just the first half of this year. So we have those assets. And my take is that the situation today is challenging because of, I would say, because of the last 2 years, difficult times that the company has encountered from a management standpoint. But clearly, the light is not far away. So it will take time, I mean, to have the right level of performance. But considering the assets that we have, I'm absolutely confident that we will make it. And so the upside is really significant for the shareholders. No doubt about that. On your second question, which is do we overprioritize SMB versus the rest? No. The answer is no. We have clear strong position on global e-commerce, especially in some verticals like travel, hospitality, digital, and we can do much more than what we are doing based on the better integration between our Global Collect product and our own merchant acquiring and our issuing processing capabilities. So we can be really -- we can really have a very strong USP in terms of performance, in terms of success of transaction and that can drive great growth. And in the rest of enterprise, which is regional commerce, this is an area where we've been probably not investing enough in the recent years. That's also why we are changing the management on that front. That will come beginning of September. But so considering the size of Worldline, we will address those 3 segments concurrently. Why I'm insisting more today on SMB, it's just because we have started the turnaround on SMB during the Q2 with the new management, and that starts to pay and to give results.
OperatorAnd the next question comes from the line of Justin Forsythe from UBS.
Justin Thomas ForsytheJust a couple of questions from my end. I wanted to talk about cash flow and the liquidity position. So first, I believe you have, and Gregory, can you please explain this a little bit more so than is in the financials, an overdraft at the topco level of EUR 1.6 billion and a consolidated of EUR 250 million-ish. Can you just help us understand the terms there, the dynamics at play? I think it implies there's quite a bit of cash sitting at the subsidiary level. Can you just talk a little bit about the accounting nuance that underlies that policy and perhaps the interest rate associated and who holds the overdraft? Further on the liquidity position, I hear you saying frequently suggestions that you have sufficient liquidity. I mean I think we heard this first back in 2023 when the Credit Agricole investment materialized. It may have the opposite effect, people believing perhaps that you do not have sufficient liquidity. You have, it seems, more than EUR 1 billion in cash post the repayment of the converts. Understood there are EUR 400 million in bonds coming due next year. It seems like you have cash coming in from the sale of MeTS. So is there something else that we should be considering when we think about the liquidity position going forward other than those items? Because it would seem still you have quite a bit of liquidity to handle upcoming maturities.
Gregory LambertieSure. So in terms of -- and thank you for your question, Justin. So in terms of our position at the end of June, it was EUR 1.6 billion. There is an overall cash pool that is held with BMG, Bank Mendes Gans, a subsidiary of ING. The way it works is subsidiaries put their cash on a BMG account and the liquidity is being used at the holdco. That's the overdraft you're seeing. And the holdco, Worldline SA, effectively defines the investment policy in short-term deposits and so on. And if you look at the balance sheet of the holdco, you'll have around about EUR 1 billion that is invested in short-term deposits. So effectively, what you have is a cash pooling that has around about EUR 200 million net amount with negative position at holdco, positive positions in subsidiaries. And the rest of the liquidity is held through the short-term deposits and some investments, so the EUR 1 billion short-term deposits and the cash that we have in the subsidiaries. So that's the setup. And indeed, you're right, post the reimbursement of the '25 convert, we have EUR 1.1 billion ready to deploy. And that's enough to meet the '26 maturity, especially with the proceeds from MeTS, as you rightly say.
Justin Thomas ForsytheGot it. And just a quick one on the terminals in Belgium. Maybe, Pierre-Antoine, you could just articulate a little bit, is this a supplier challenge? Is it something with Worldline? Is there a design issue? Is there something down the supply chain as tariffs are hitting that are causing this? Maybe you just articulate what's happening and how that's now turning around.
Pierre-Antoine VacheronYes, sure. All the market in Europe is shifting to Android terminals or has been shifting to Android terminals. We've been relying on one partner that has been itself encountering challenges. You know that what matters is not the hardware but more the software that is on the terminal. That software is specific to each geography because in each geography, in each country in Europe, we still have specific standards, specific protocols. And clearly, there was delays on the supplier side, but also, to be very transparent, on the Worldline side. So we've been managing that very, very tightly over this full Q2. And step-by-step, terminal by terminal, we are fixing the issue. So we still have some lack in Belgium for one terminal. We are still improving the transaction speed on some enterprise terminals, especially in Germany, but we are getting there.
OperatorAnd the question comes from the line Grégoire Hermann from Barclays.
Grégoire HermannThree questions for me, please. The first one would be on the guidance. Could you please give us some color on how you think about the phasing of growth in Q3 and Q4? Then on your third-party audit outcome, I think you mentioned you were [ not ] expecting substantial terminations to come. But can you tell us whether as part of your guidance, you embed any terminations at all? Because I guess we can find a nuance in what you mean by substantial. And then finally, on your disposal of MeTS, I think you said you would use part of the proceedings to redeploy that into the business. Can you expand a bit on how you think about reinvesting that money, please?
Pierre-Antoine VacheronOkay. So on the first point on the guidance, so we are effectively -- I mean, the idea is that Q4 will be -- should be better than Q3. So there are many actions underway. And I mean I still need some time to have enough fine feeling of what's happening to be too aggressive in the guidance. So I prefer to be cautious. And we did take into account some indirect implications of all this media campaign by potential marginal loss of business, but that would be more indirect than a cleanup of the portfolio, okay? And all this goes then to the EBITDA and to the free cash flow. And obviously, as you noticed, the guidance is quite wide at this moment for H1. But considering all the uncertainty and all the actions which are underway, I prefer to be still conservative on the level of commitment. But obviously, we will narrow the guidance in Q3. So on your second question, I think I already answered. So we do not anticipate, again, material offboarding going down the road. It's more in the range of classical [ vision ] of the portfolio management, so business as usual. We are -- as I said, we are also extending our review on nonregulated businesses, so especially the orchestration layer that the press made echo off. And we are assessing if all the merchants have the regular licenses they need to have to operate their gambling activities because we are talking of that. I do not anticipate any significant impact again in '25, and we'll assess what we do with this business in the coming months. Regarding MeTS and the use of proceeds. So we have not explicited yet the use of proceeds of our pruning strategy. We will have a systematic position, I would say, during the CMD.
OperatorAnd the question comes from line of Hannes Leitner from Jefferies.
Hannes LeitnerYes. I have also a couple of questions. The first one is on the MeTS sale. You, I think, talked about EUR 450 million of revenues in pro forma 2024. That would imply around EUR 99 million in Financial Services. Maybe you can talk about the expected growth for the combined businesses, in particular with MeTS coming to maybe a little bit of an Olympic headwind in Q3 so for the Financial Services stuff and how to get to that EUR 100 million EBITDA revenue? That's the first question. The second question is around the divergence between the NNR performance and the organic growth. And then maybe just like 2 small ones. On the Indian sale, any progress on that? And then the preferred share has been reduced again as you commented. Maybe you can talk about that a little bit more in detail. Is that now completely written off? And is that because of the underlying performance of Ingenico?
Pierre-Antoine VacheronOkay. Thanks a lot for your questions. So on the first question, NNR versus external revenue. So you have 2 dimensions here. One is obviously linked to the fact that Q2 '24 was very strong in terms of hardware sales. And when we are in hardware sales, we have, I mean, a very strong congruence between NNR and external revenue. And the second component is linked more to the mix of revenue in terms of services that has evolved, and that was already the case in Q1 with this low performance that we've been encountering in SMB and higher performance in segments, especially like travel, airlines or cross-border e-commerce where the level of scheme fees is pretty high and also in enterprise -- in-store enterprise, where we've been more performing in segments where the use of international card schemes is high as compared to local schemes. So that's really this question of mix. And so this will be reversed. All these bad trends to some extent will be -- that you don't see with our competitors because our competitors publish only on NNR. But this bad trend will be reversed with the improvement of the SMB business, and that's why we are insisting a lot on this effort on SMB, but also potential improvement in the way we invoice the merchants. Regarding India, I prefer not to comment on this. As I said in my introduction, we are working on various processes, very active. And obviously, as soon as we have some news and some good news, we will share them. Regarding the preferred shares of Ingenico, so we performed an assessment based on the trajectory of payment terminal in general and also the fact that, as you know, it's preferred shares where we are behind the proceeds of the private equity. And so we prefer to take a more conservative option in terms of valuation.
Hannes LeitnerAnd Pierre-Antoine, on the MeTS, that was my original question, the scope and what was last year in its part within Financial Services, which gets sold? What is the growth rate that we assume, the similar IFRS margin in that business? So a little bit more details, please.
Pierre-Antoine VacheronYes. I mean it's -- the TSS part is more related to digital banking type of assets. So it's a bit specific and it's quite linked to MeTS. So the profile is broadly the same as the rest of MeTS. So it's low but constant -- more constant growth. So it's a part of the business, which is very consistent with what you knew of MeTS.
Hannes LeitnerSo we should assume the similar margin profile and similar growth for 2025?
Pierre-Antoine VacheronYes.
Hannes LeitnerAnd maybe just last question. On MSV, you reported 2.6% organic growth in Q2. Now that has been seeing some tailwinds on the consolidation of Credem and another book, about EUR 20 billion TPV. Maybe you can talk there a little bit about the organic performance within that segment and any other particular items in Q2?
Pierre-Antoine VacheronYes. So globally speaking, the MSV has been slowing down and probably quite in line with what you've seen from the publications of our competitors. So we've been witnessing some slowdown at constant merchant base in the MSV in the last weeks. So is it linked to consumer behavior? It might be, but we see the same trend as what the competition has published recently.
OperatorNow we're going to take another question, and it comes from the line of Alexandre Faure from BNP Paribas.
Alexandre FaureAll about 3 things. One is following up on something you just mentioned, Pierre-Antoine, when you say that in the full year guidance, you incorporate some caution when it comes to your salespeople ability to close deals following those bad cred articles at the end of June. Is this sort of extra caution? Or are you already seeing some of that in July, some of those challenges in closing sales? Second point would be on the MeTS that you're divesting, and you talked about EUR 100 million of EBITDA in 2024. How much would that be in terms of free cash flow? That would be helpful. And lastly, I wanted to double-click a bit into that 0.3% decline in Merchant Services underlying net revenue growth that you called out in the press release. I suppose this includes the transfer of CCB merchants, right? So could you remind us how much of an impact -- how much of the tailwind that was in Q2 and if there's some further impact to come in Q3? And more broadly, maybe in that negative 0.3%, what are the benefits and drags that we should have in mind?
Pierre-Antoine VacheronSure. So on the first question, obviously, we've been very active. The good news is that it has been the opportunity for me to enter in touch directly with some customers. But we've been very active in [ cooperating ] our customers during the period. And at this time, our customers are loyal. They are clearly -- they were clearly expecting the outcome of the audits and so on, but they are -- we have a robust and loyal customer base, which is a good news. And also on the SMB front, we didn't see any movement resulting from this campaign. Now speaking about [ none ] yet customers, but more prospects, it is obvious that we have had -- we have suffered some on hold decisions on a few RFPs and a few decisions at the same time on FS side and on the MS side. So that is impacting, I mean, our expectation for the year as compared to what we had initially in our mind. And obviously, my objective is to resume those discussions as soon as we can with all of them. On the second question, which is the free cash flow generated by MeTS. If I'm not mistaken, it's something between EUR 20 million and EUR 30 million for this EUR 100 million of EBITDA. And regarding your last question, I mean, the impact of Credem migration is not significant at the scale of the group. Obviously, it's boosting the Italian performance, but it's not significant at the scale of the group.
OperatorAnd the question comes from the line of Manuel Matot from ODDO BHF.
Emmanuel MatotThree questions. First, can you explain the significant differences between your new 2025 guidance and that initially communicated in February from the previous top management? What are the main new negative impacts taking into consideration? I understand there are some old decisions from prospects, but what else? Second, do you expect any capital gain or loss from the disposal of your nonpayment assets? MeTS -- and third, Pierre-Antoine, you have now been working at Worldline for 5 months as CEO. You're going to present your road map in November. But do you believe that the group has a long-term means to achieve financial performances comparable to your main competitor, Nexi? Or are the structural differences between the 2 companies too significant according to you?
Pierre-Antoine VacheronSo on the first question, I will not comment too much on the initial guidance. Probably there were some assumptions in terms of potential speed of rebound that we were not -- I mean, probably that we were a bit optimistic. But I don't want to comment too much. I mean, I suspended the guidance when I joined, and this is my guidance. On the second question, capital gains, yes, we are anticipating capital gains. It's too early to share them, but there is limited goodwill in this business. As you know, it's a complex transaction because it's a carve-out that we need to execute and to deliver. So we need a bit of time to have complete visibility on the accounting, but it will be positive, no doubt about that. And on your third question, if I did not believe in it, I would not be there. But clearly, I mean, this company has the assets to be back to growth and to be cash flow generative. There's a lot to optimize. There's a lot to streamline, and it's not rocket science. It's a very, I mean, methodic and determined approach that we need to enforce and to -- and that's why I think I have the right management team coming in with me with the right skills for that. So it will be a team effort. It would take some few years but a limited number of years. But considering our positioning, the technologies that we have, the expertise that we have in-house, I mean, we will be clearly one of the champions in this industry in the coming 3 years.
OperatorAnd now we're going to take our last question for today, and it comes from the line of Craig McDowell from JPMorgan.
Craig A. Mcdowell: Most have been taken but just 2 further ones from me. Firstly, Gregory, I'm wondering if you could give us a bit of a sense of the moving parts from -- on the bridge from EBITDA to free cash flow. That would be helpful. I know you mentioned tax, and you catch up on cash tax there and also got restructuring of EUR 150 million, but other pieces would be helpful. And then secondly, on the external audit by accuracy, can you give a sense of how the audit work is structured, which countries or businesses have already been reviewed? I'm just trying to get a sense of how far [ through ] the review and what possibly could come with the full readout in Q3...
Pierre-Antoine VacheronI'm sorry. So the first question was on the audit? Can you, I'm sorry...
Gregory LambertieSo there's one on free cash flow bridge, the other is on accuracy. And we didn't get the accuracy question, the audit question.
Craig A. Mcdowell: So on the audit question, just trying to get a sense of how the audit work is structured, what entities or countries have already been reviewed? What's still to come? And what should we expect in the Q3 full readout?
Pierre-Antoine VacheronOkay. So I don't want to be too specific, but it's been -- it is a systematic review of all our regulated entities, which is performed plus the orchestration layer that I already mentioned. And as you know, this type of audit, you start with a risk-based approach. And step- by-step, you focus on the areas where you consider that you have more risk and more chances of finding things. And so we are at this moment and we have an interim report from accuracy linked to that. And I would say that the picture is clear enough so that we can have the communication that I'm making today and be reassured on the situation of the portfolio, which is, to us, not a surprise because it's fully consistent with what we said in terms of having cleaned up the portfolio. Okay. So sorry, it seems that we -- that the sound was off. So I will start from the beginning because I don't know where I was when you lost us. So as I said, this the type of audit starts with a risk-based approach. So it has been done on the full scope of our regulated entity plus the orchestration layer that I mentioned, which is not regulated, where we don't have the same obligations, but still. And it starts with an analysis of the overall portfolio -- behavior of the portfolio to identify zones of areas of potential questions and need for deep investigation. And then we move to deep investigations on those potential cases. So a very classical way of performing an audit. And as I said, the good news is that already at this stage, the picture is clear enough so that we do not anticipate any deviation from the communication that we've done when the campaign started, Okay. So I don't know if I have been heard or that's the second time. It's a bit painful.
Craig A. Mcdowell: No, understood. That's helpful.
Gregory LambertieSo cash flow -- you had a question on free cash flow then. Just on the first half on the free cash flow, we dropped EUR 42 million versus last year. This is entirely explained by the EUR 113 million drop in adjusted EBITDA, partly compensated by a change in working capital. And last year, we had EUR 50 million impact of the advances we get from banks and what we got from the bank that internalized their business in particular. And so this year, we don't have that impact and it's therefore a better working capital performance. So that's for H1. For H2, as you know, we have EUR 50 million delta between the low end and the top end of the guidance, which means being between EUR 420 million plus to EUR 470 million plus for H2. If you look at the various components of the free cash flow, I think CapEx should be in line with what you've seen generally. Same thing for leases. Working capital should be a slight drag. Power24 should continue to cost us as we are finalizing the last exits. So it should be -- cost us around about EUR 30 million. And then the taxes, I mentioned, we have a lower SKU for H1 this year with around about EUR 50 million paid in H1, and we expect around about double that in H2. And finally, cost of debt is pretty mechanical. It should be around about EUR 40 million.
Pierre-Antoine VacheronThank you. So I think it's the last question. Thanks a lot for this long call and for your interest, and I wish you a great day and a great summer if you have not taken the break yet. Have a good day.
OperatorThis concludes today's conference call. Thank you for participating. You may now all disconnect.