Frankfurt am Main, August 29, 2019 -- Moody's Investors Service ("Moody's") has today
assigned a first-time Baa3 long-term issuer rating to the
German payment solution provider Wirecard AG (Wirecard). Moody's
has also assigned a Baa3 rating to Wirecard's €500 million
announced senior unsecured notes. The outlook on all ratings is
stable.
"Wirecard's Baa3 issuer rating reflects its leading position
in the payment processing market, especially in Europe and in the
strongly growing Asian markets and its comprehensive product portfolio
in the highly competitive industry," says Dirk Goedde,
an Assistant Vice President and lead analyst for Wirecard. "It
also factors in the company's strong profitability and EBITDA growth
as well as a high free cash flow generation ability providing good deleveraging
capacity," Mr. Goedde continues. Moody's
expects that Wirecard will reduce its adjusted financial leverage to 2.5x
in the next 12-18 month and will maintain a capital structure on
a sustained basis in line with the requirements for an investment grade
rating.
RATINGS RATIONALE
The Baa3 ratings reflect as positives; (1) Wirecard's strong
market position in Asia and Europe in the strongly growing industry of
cashless payment solutions, (2) a well-diversified business
profile in terms of customers, geographies and products, (3)
its scalable software platform with comprehensive value adding services
to serve convenience to its customer base, (4) its sound financial
profile with very high margins driving a strong cash flow generation which
allows for a swift deleveraging of the slightly elevated gross debt including
the planned issuance of the convertible bond, and (5) a financial
policy committed to preserve a capital structure in line with the requirements
for an investment grade rating, even in a scenario of accelerated
M&A activity as well as a good liquidity profile, characterized
by a high cash position.
At the same time, the rating is constraint by (1) Wirecard's
yet smaller scale compared to the leading US payment processors in a highly
competitive market, but scale is however expected to increase over
the coming years, (2) the strong growth in a dynamic market especially
in foreign countries which requires a high degree of governance and risk
control, (3) a constant threat of hidden competition from new market
entrants or new technologies which might emerge quickly (4) inherent risk
of changes in regulation and technology which might affect the business
negatively and (5) the ongoing commoditization of payment processing and
related pricing pressure.
RATIONALE FOR THE STABLE OUTLOOK
The stable outlook reflects our expectation that Wirecard will generate
adjusted EBITDA growth of high-teens to mid-twenties in
percentage terms over the next 12-18 months while not exceeding
Moody's adjusted debt to EBITDA of 3.0x including the envisaged
€900 million convertible bond (Softbank) as well as the €500
million planned bond issuance which will predominantly be used for repayment
of existing debt. The €900 million convertible bond (Softbank)
will be used for investments in growth, repayment of existing debt
and potential share buyback. The company will be able to generate
high free cash flow of around €400 million in the next 12-18
months which yields in decent deleveraging capacity. Additionally,
we expect the company to maintain its prudent financial policy with no
elevated shareholder distributions or no major share buybacks as well
as a conservative financial profile, even in a scenario of intensified
M&A activity.
WHAT COULD CHANGE THE RATING UP/DOWN
Moody's could upgrade Wirecard if Moody's adjusted debt to
EBITDA is sustainably near to 2x while showing a sustained track record
of profitable above market growth and maintaining a strong liquidity as
well as free cash flow to debt close to 20%, including the
absence of major M&A activity.
Vice versa, Moody's might downgrade Wirecard when the criteria
for a stable outlook are not met. Additionally, we will review
the rating positioning in case the company misses the above mentioned
expected growth or if there are any signs of deteriorating liquidity.
LIQUIDITY ANALYSIS
Wirecard's liquidity is strong. The company generated a high
free cash flow of €371 million in the last twelve months ended in
June 2019 on a Moody's adjusted basis, representing a cash
conversion of 55% of Moody's adjusted EBITDA. In line
with the envisaged growth of the company, we expected a further
increase of free cash flow to the range of €400 million in the next
12-18 months. This is based on our assumption of a stable
dividend policy (including no major share buybacks) as well as no major
acquisition. The company further benefits from its high cash on
balance sheet of in total €1,665 million in Moody's adjusted
terms. From the total cash position of €3,048 million
we exclude €1,559 million customer deposits from the banking
operations, €347 million deposits from the acquiring business
as these are not freely available to Wirecard as per June 30th,
2019. We furthermore include €523 million interest bearing
securities and fixed deposits.
The company has access to a €1,750 million revolving credit
facility due in 2024 that was drawn by €1,570 million as of
end of June 2019. The documentation entails a leverage covenant
with ample headroom. The planned bond issuance will be at least
partially used to repay utilizations under the revolving credit facility
and thus provide a further liquidity buffer. In addition,
Moody's favourably notes Wirecard's intention to diversify
its funding structure, considering the planned convertible bond
and target unsecured bond issuance, which reduces the reliance on
bank funding sources going forward. Despite this improvement of
diversification, Wirecard has now some refinancing risk in 2024.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Business and Consumer
Service Industry published in October 2016. Please see the Rating
Methodologies page on www.moodys.com for a copy of this
methodology.
COMPANY PROFILE
Headquartered in Aschheim, Germany, Wirecard AG is an international
payment solution provider covering the whole payment value chain including
payment processing and risk management (71% of revenues and 86%
of EBITDA as per FY 2018) as well as acquiring and issuing (29%
of revenues and 14% of EBITDA). Key operating areas are
Europe (45% of revenues as per FY 2018) as well as Asia Pacific
(47%). Wirecard employs more than 5,600 employees
of whom 48% are located in Asia Pacific, 28% in Germany
and 13% in Rest of Europe as per June 30th, 2019.
Around 46% of the employees are within research & development
and IT followed by 22% customer service staff as per June 30th,
2019. The company has processed a transaction volume of €146
billion in the last twelve months ended in June 2019 and provided its
products to more than 300,000 merchants.
Wirecard generated €2,338 million revenues and a Moody's
adjusted EBITDA of €680 million in the last twelve months ending
in June 2019. The company is listed in the German DAX and no shareholder
exceeding 10% ownership with the CEO of Wirecard, Dr.
Markus Braun, holding 7.05% of shares.
REGULATORY DISCLOSURES
For ratings issued on a program, series, category/class of
debt or security this announcement provides certain regulatory disclosures
in relation to each rating of a subsequently issued bond or note of the
same series, category/class of debt, security or pursuant
to a program for which the ratings are derived exclusively from existing
ratings in accordance with Moody's rating practices. For ratings
issued on a support provider, this announcement provides certain
regulatory disclosures in relation to the credit rating action on the
support provider and in relation to each particular credit rating action
for securities that derive their credit ratings from the support provider's
credit rating. For provisional ratings, this announcement
provides certain regulatory disclosures in relation to the provisional
rating assigned, and in relation to a definitive rating that may
be assigned subsequent to the final issuance of the debt, in each
case where the transaction structure and terms have not changed prior
to the assignment of the definitive rating in a manner that would have
affected the rating. For further information please see the ratings
tab on the issuer/entity page for the respective issuer on www.moodys.com.
For any affected securities or rated entities receiving direct credit
support from the primary entity(ies) of this credit rating action,
and whose ratings may change as a result of this credit rating action,
the associated regulatory disclosures will be those of the guarantor entity.
Exceptions to this approach exist for the following disclosures,
if applicable to jurisdiction: Ancillary Services, Disclosure
to rated entity, Disclosure from rated entity.
Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
Please see www.moodys.com for any updates on changes to
the lead rating analyst and to the Moody's legal entity that has issued
the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com
for additional regulatory disclosures for each credit rating.
Dirk Goedde
Asst Vice President - Analyst
Corporate Finance Group
Moody's Deutschland GmbH
An der Welle 5
Frankfurt am Main 60322
Germany
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Christian Hendker, CFA
Associate Managing Director
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Releasing Office:
Moody's Deutschland GmbH
An der Welle 5
Frankfurt am Main 60322
Germany
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454