Nuvei reports in U.S. dollars and in
accordance with International Financial Reporting Standards
("IFRS")
MONTREAL,
May 7,
2024 /PRNewswire/ -- Nuvei Corporation ("Nuvei" or
the "Company") (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech
company, today reported its financial results for the three months
ended March 31, 2024. The Company's results are also
included in a quarterly shareholder letter which can be found in
the "Events and presentations" and "Financial information" sections
of the Company's Investor Relations website
at https://investors.nuvei.com.
Financial Highlights for the Three Months
Ended March 31, 2024
- Total volume(a) increased by 42% to $60.1 billion from $42.4
billion;
- Organic total volume growth at constant currency(a)
was 18% with Organic total volume at constant
currency(a) increasing to $50.0
billion from $42.4
billion;
- Pro forma total volume growth(a) was 16%;
- Revenue increased 31% to $335.1
million from $256.5 million;
- Revenue growth at constant currency(b) was 30% with
Revenue at constant currency(b) increasing to
$334.3 million from $256.5 million;
- Organic revenue growth at constant currency(b) was
9% with Organic revenue at constant currency(b)
increasing to $280.8 million from
$256.5 million;
- Nuvei pro forma revenue growth(b) was 11%;
- Net loss improved by 42% or $3.5
million to $4.8 million from
$8.3 million;
- Net loss margin was 1.4% compared to 3.2%
- Adjusted EBITDA(b) increased by 19% to $114.9 million from $96.3
million;
- Adjusted EBITDA margin(b) was 34.3% compared to
37.5%;
- Adjusted net income(b) decreased by 3% to
$62.5 million from $64.5 million;
- Net loss per diluted share was $0.05 compared to $0.07, an improvement of 29%;
- Adjusted net income per diluted share(b) decreased
by 7% to $0.41 from $0.44;
- Adjusted EBITDA less capital expenditures(b)
increased by 19% to $99.1 million
from $83.6 million; and,
- Cash dividends declared totaled $14.1
million.
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(a) Total
volume, Organic total volume at constant currency and Proforma
total volume do not represent revenue earned by the Company, but
rather the total dollar value of transactions processed by
merchants under contractual agreement with the Company. See
"Non-IFRS and Other Financial Measures".
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(b) Adjusted
EBITDA, Adjusted EBITDA margin, Revenue at constant currency,
Revenue growth at constant currency, Organic revenue at constant
currency, Organic revenue growth at constant currency, Nuvei pro
forma revenue growth, Adjusted net income, Adjusted net income per
diluted share and Adjusted EBITDA less capital expenditures are
non-IFRS measures and non-IFRS ratios. These measures are not
recognized measures under IFRS and do not have standardized
meanings prescribed by IFRS and therefore may not be comparable to
similar measures presented by other companies. See "Non-IFRS and
Other Financial Measures".
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Revenue by channel
- The Company distributes its products and technology through
three sales channels: (i) Global commerce, (ii)
Business-to-business ("B2B"), government and independent software
vendors ("ISV"), and (iii) Small and medium-sized businesses
("SMB"):
- Global commerce revenue increased 13% year over year on a pro
forma basis(a), to $192
million and represented 57% of total revenue in the first
quarter.
- B2B, government and ISV revenue increased 16% year over year on
a pro forma basis(a), to $64
million and represented 19% of total revenue in the first
quarter.
- SMB revenue increased 1% year over year on a pro
forma(a) basis, to $79
million and represented 24% of total revenue in the first
quarter.
- In summary, total revenue increased 11% year over year on a pro
forma(a) basis in the first quarter.
(a) Pro forma revenue
growth by channel is calculated as (i) Nuvei's reported revenue for
the relevant channel for the three months ended March 31, 2024
divided by (ii) Nuvei pro forma revenue for the relevant channel
for the three months ended March 31, 2023. Nuvei pro forma revenue
for the three months ended March 31, 2023 consists of (x) Nuvei's
reported revenue for the relevant channel for the three months
ended March 31, 2023, plus (y) Paya's revenue from January 1, 2023
to February 21, 2023 and Till payments revenue from January 1, 2023
to March 31, 2023, net of interchange fees in order to align with
Nuvei's presentation of revenue calculated in accordance with the
accounting policies used to prepare the revenue line item presented
in the Company's financial statements under IFRS. See "Supplemental
Financial Measures" for more detail.
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Revenue by geography
- On a regional basis, revenue increased across all geographies.
In North America ("NA"),
Europe, Middle East, and Africa ("EMEA"), Latin America ("LATAM"), and Asia Pacific ("APAC"), revenue increased by
42%, 10%, 43% and 823% respectively for the first quarter.
Advent transaction
As previously announced, on April 1, 2024 the Company entered into a
definitive arrangement agreement to be taken private by Advent
International ("Advent"), one of the world's largest and most
experienced global private equity investors, as well as a
longstanding sponsor in the payments space, in an all-cash
transaction which values the Company at an enterprise value of
approximately $6.3 billion (the
"Proposed transaction"). Advent will acquire all the issued and
outstanding Subordinate Voting Shares and any Multiple Voting
Shares (collectively the "Shares") that are not Rollover
Shares1, for a price of $34.00 per Share, in cash. This price represents
an attractive and significant premium of approximately 56% to the
closing price of the Subordinate Voting Shares on the Nasdaq Global
Select Market ("Nasdaq") on March 15,
2024, the last trading day prior to media reports concerning
a potential transaction involving the Company, and a premium of
approximately 48% to the 90-day volume weighted average trading
price per Subordinate Voting Share as of such date.
The Proposed transaction will be implemented by
way of a statutory plan of arrangement under the Canada Business
Corporations Act. Implementation of the transaction will be subject
to, among other things, the following shareholder approvals at a
special meeting of shareholders to be held to approve the Proposed
transaction (the "Meeting"): (i) the approval of at least 66 2/3%
of the votes cast by the holders of Multiple Voting Shares and
Subordinate Voting Shares, voting together as a single class (with
each Subordinate Voting Share being entitled to one vote and each
Multiple Voting Share being entitled to ten votes); (ii) the
approval of not less than a simple majority of the votes cast by
holders of Multiple Voting Shares; (iii) the approval of not less
than a simple majority of the votes cast by holders of Subordinate
Voting Shares; (iv) if required, the approval of not less than a
simple majority of the votes cast by holders of Multiple Voting
Shares (excluding the Multiple Voting Shares held by the Rollover
Shareholders and any other shares required to be excluded pursuant
to Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101"); and (v) the approval
of not less than a simple majority of the votes cast by holders of
Subordinate Voting Shares (excluding the Subordinate Voting Shares
held by the Rollover Shareholders and any other shares required to
be excluded pursuant to MI 61-101). The Proposed transaction is
also subject to court approval and customary closing conditions,
including receipt of key regulatory approvals, is not subject to
any financing condition and, assuming the timely receipt of all
required key regulatory approvals, is expected to close in late
2024 or the first quarter of 2025.
Following completion of the transaction, it is
expected that the Subordinate Voting Shares will be delisted from
each of the Toronto Stock Exchange and the Nasdaq and that Nuvei
will cease to be a reporting issuer in all applicable Canadian
jurisdictions and will deregister the Subordinate Voting Shares
with the U.S. Securities and Exchange Commission (the "SEC").
1 Philip Fayer, Novacap
and CDPQ (together with entities they control directly or
indirectly, collectively, the "Rollover Shareholders") have agreed
to roll approximately 95%, 65% and 75%, respectively, of their
Shares (the "Rollover Shares") and are expected to receive in
aggregate approximately US$560 million in cash for the Shares sold
on closing. Philip Fayer, Novacap and CDPQ are expected to
indirectly own or control approximately 24%, 18% and 12%,
respectively, of the equity in the resulting private company.
Percentages and amount of expected cash proceeds are based on
current assumed cash position and are subject to change as a result
of cash generated before closing.
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Cash Dividend
Nuvei today announced that its Board of Directors
has authorized and declared a cash dividend of $0.10 per Subordinate Voting Share and Multiple
Voting Share, payable on June 6, 2024
to shareholders of record on May 21,
2024. The aggregate amount of the dividend is expected to be
approximately $14 million, to be
funded from the Company's existing cash on hand.
The Company, for the purposes of the Income Tax
Act (Canada) and any similar
provincial or territorial legislation, designates the dividend
declared for the quarter ended March 31,
2024, and any future dividends, to be eligible dividends.
The Company further expects to report such dividends as a dividend
to U.S. shareholders for U.S. federal income tax purposes. Subject
to applicable limitations, dividends paid to certain non-corporate
U.S. shareholders may be eligible for taxation as "qualified
dividend income" and therefore may be taxable at rates applicable
to long-term capital gains. A U.S. shareholder should talk to its
advisor regarding such dividends, including with respect to the
"extraordinary dividend" provisions of the Internal Revenue Code
(US).
The declaration, timing, amount and payment of
future dividends remain at the discretion of the Board of
Directors, as more fully described under the heading
"Forward-Looking Information" of this press release.
Conference Call, Financial Outlook and Growth
Targets
In light of the proposed take-private with
Advent, going forward we will be suspending earnings conference
calls as well as our practice of providing financial outlook,
thereby withdrawing our financial outlook for the year ending
December 31, 2024, as well as our
medium and long-term targets.
About Nuvei
Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian
fintech company accelerating the business of clients around the
world. Nuvei's modular, flexible and scalable technology allows
leading companies to accept next-gen payments, offer all payout
options and benefit from card issuing, banking, risk and fraud
management services. Connecting businesses to their customers in
more than 200 markets, with local acquiring in 50 markets, 150
currencies and 700 alternative payment methods, Nuvei provides the
technology and insights for customers and partners to succeed
locally and globally with one integration.
For more information, visit
www.nuvei.com
Non-IFRS and Other Financial Measures
Nuvei's condensed interim consolidated financial
statements have been prepared in accordance with IFRS applicable to
the preparation of interim financial statements, including IAS 34,
Interim Financial Reporting, as issued by the IASB. The information
presented in this press release includes non-IFRS financial
measures, non-IFRS financial ratios and supplementary financial
measures, namely Adjusted EBITDA, Adjusted EBITDA margin, Revenue
at constant currency, Revenue growth at constant currency, Organic
Revenue at constant currency, Organic revenue growth at constant
currency, Nuvei pro forma revenue and Nuvei pro forma revenue
growth, Adjusted net income, Adjusted net income per basic share,
Adjusted net income per diluted share, Adjusted EBITDA less capital
expenditures, Adjusted EBITDA less capital expenditures conversion,
Total volume, Organic total volume at constant currency and Pro
forma total volume. These measures are not recognized measures
under IFRS and do not have standardized meanings prescribed by IFRS
and therefore may not be comparable to similar measures presented
by other companies. Rather, these measures are provided as
additional information to complement IFRS measures by providing
further understanding of our results of operations from our
perspective. Accordingly, these measures should not be considered
in isolation nor as a substitute for analysis of the Company's
financial statements reported under IFRS. These measures are used
to provide investors with additional insight of our operating
performance and thus highlight trends in Nuvei's business that may
not otherwise be apparent when relying solely on IFRS measures. We
also believe that securities analysts, investors and other
interested parties frequently use these non-IFRS and other
financial measures in the evaluation of issuers. We also use these
measures to facilitate operating performance comparisons from
period to period, to prepare annual operating budgets and forecasts
and to determine components of management compensation. We believe
these measures are important additional measures of our
performance, primarily because they and similar measures are used
widely among others in the payment technology industry as a means
of evaluating a company's underlying operating performance.
Non-IFRS Financial Measures
Revenue at constant currency: Revenue
at constant currency means revenue, as reported in accordance with
IFRS, adjusted for the impact of foreign currency exchange
fluctuations. This measure helps provide insight on comparable
revenue growth by removing the effect of changes in foreign
currency exchange rates year-over-year. Foreign currency exchange
impact in the current period is calculated using prior period
quarterly average exchange rates applied to the current period
foreign currency amounts.
Organic revenue at constant currency:
Organic revenue at constant currency means revenue, as reported in
accordance with IFRS, adjusted to exclude the revenue attributable
to acquired businesses for a period of 12 months following their
acquisition and excluding revenue attributable to divested
businesses, adjusted for the impact of foreign currency exchange
fluctuations. Foreign currency exchange impact in the current
period is calculated using prior period quarterly average exchange
rates applied to the current period foreign currency amounts. This
measure helps provide insight on organic and acquisition-related
growth and presents useful information about comparable revenue
growth.
Adjusted EBITDA: We use Adjusted EBITDA as
a means to evaluate operating performance, by eliminating the
impact of non-operational or non-cash items. Adjusted EBITDA is
defined as net income (loss) before finance costs (recovery),
finance income, depreciation and amortization, income tax expense,
acquisition, integration and severance costs, share-based payments
and related payroll taxes, loss (gain) on foreign currency
exchange, and legal settlement and other.
Adjusted EBITDA less capital expenditures:
We use Adjusted EBITDA less capital expenditures (which we define
as acquisition of intangible assets and property and equipment) as
a supplementary indicator of our operating performance.
Adjusted net income: We use Adjusted net
income as an indicator of business performance and profitability
with our current tax and capital structure. Adjusted net income is
defined as net income (loss) before acquisition, integration and
severance costs, share-based payments and related payroll taxes,
loss (gain) on foreign currency exchange, amortization of
acquisition-related intangible assets, and the related income tax
expense or recovery for these items. Adjusted net income also
excludes change in redemption value of liability-classified common
and preferred shares, change in fair value of share repurchase
liability and accelerated amortization of deferred financing fees
and legal settlement and other.
Non-IFRS Financial Ratios
Revenue growth at constant
currency: Revenue growth at constant currency means the
year-over-year change in Revenue at constant currency divided by
reported revenue in the prior period. We use Revenue growth at
constant currency to provide better comparability of revenue trends
year-over-year, without the impact of fluctuations in foreign
currency exchange rates.
Organic revenue growth at constant
currency: Organic revenue growth at constant currency means the
year-over-year change in Organic revenue at constant currency
divided by comparable Organic revenue in the prior period. We use
Organic revenue growth at constant currency to provide better
comparability of revenue trends year-over-year, without the impact
of acquisitions, divestitures and fluctuations in foreign currency
exchanges rates.
Adjusted EBITDA margin: Adjusted EBITDA margin means
Adjusted EBITDA divided by revenue.
Adjusted EBITDA less capital expenditures
conversion: Adjusted EBITDA less capital expenditures
conversion means Adjusted EBITDA less capital expenditures divided
by Adjusted EBITDA. We use Adjusted EBITDA less capital
expenditures conversion to measure our capacity to convert Adjusted
EBITDA into Adjusted EBITDA less capital expenditures.
Adjusted net income per basic share and per
diluted share: We use Adjusted net income per basic share and
per diluted share as an indicator of performance and profitability
of our business on a per share basis. Adjusted net income per basic
share and per diluted share means Adjusted net income less net
income attributable to non-controlling interest divided by the
basic and diluted weighted average number of common shares
outstanding for the period, respectively. The number of share-based
awards used in the diluted weighted average number of common shares
outstanding in the Adjusted net income per diluted share
calculation is determined using the treasury stock method as
permitted under IFRS.
Supplementary Financial Measures
We monitor the following key performance
indicators to help us evaluate our business, measure our
performance, identify trends affecting our business, formulate
business plans and make strategic decisions. Our key performance
indicators may be calculated in a manner that differs from similar
key performance indicators used by other companies.
Total volume: We believe Total volume is
an indicator of performance of our business. Total volume and
similar measures are used widely among others in the payments
industry as a means of evaluating a company's performance. We
define Total volume as the total dollar value of transactions
processed in the period by customers under contractual agreement
with us. Total volume does not represent revenue earned by us.
Total volume includes acquiring volume, where we are in the flow of
funds in the settlement transaction cycle, gateway/technology
volume, where we provide our gateway/technology services but are
not in the flow of funds in the settlement transaction cycle, as
well as the total dollar value of transactions processed relating
to APMs and payouts. Since our revenue is primarily sales volume
and transaction-based, generated from merchants' daily sales and
through various fees for value-added services provided to our
customers, fluctuations in Total volume will generally impact our
revenue.
Organic total volume at constant currency:
Organic total volume at constant currency is used as an indicator
of performance of our business on a more comparable basis. This
measure helps provide insight on organic and acquisition-related
growth and presents useful information about comparable Total
volume growth. This measure also helps provide better comparability
of business trends year-over-year, without the impact of
fluctuations in foreign currency exchange rates. Organic total
volume at constant currency means Total volume excluding Total
volume attributable to acquired businesses for a period of 12
months following their acquisition and excluding Total volume
attributable to divested businesses, adjusted for the impact of
foreign currency exchange fluctuations. Foreign currency exchange
impact in the current period is calculated using prior period
quarterly average exchange rates applied to the current period
foreign currency amounts.
Pro forma total volume: Pro forma total
volume represents Nuvei's reported volume after giving effect to
the acquisition of Paya and Till Payments as though such
acquisition had occurred at the beginning of the period presented.
This measure helps provide insight on the combined Total volume of
the Nuvei, Paya and Till Payments businesses.
Nuvei pro forma revenue: Nuvei pro
forma revenue represents Nuvei's reported revenue after giving
effect to the acquisition of Paya and Till Payments as though such
acquisition had occurred at the beginning of the period presented.
Nuvei pro forma revenue is presented both on an aggregated basis
and by channel. In order to align with the Company's presentation
of revenue calculated in accordance with the accounting policies
used to prepare the revenue line item presented in the Company's
financial statements under IFRS, Paya's and Till Payments' revenue
contribution amounts are presented net of interchange fees, which
was not the case for Till Payments and for a small portion of fees
prior to the acquisition of Paya by the Company. This presentation
is consistent with the pro forma disclosure required under IFRS in
Nuvei's condensed interim consolidated financial statements for the
three months ended March 31, 2024.
This measure helps provide insight on the combined revenue of the
Nuvei, Paya and Till Payments businesses.
Nuvei pro forma revenue growth: Nuvei pro
forma revenue growth represents Nuvei reported revenue divided by
Nuvei pro forma revenue in the comparative year. This ratio is
presented both on an aggregated basis and by channel. This ratio
helps provide a better understanding of the additional contribution
of the Paya and Till Payments businesses on Nuvei's year-over-year
revenue growth. Nuvei pro forma revenue is used as a component of
this ratio only until the completion of a full financial year
following the acquisition of Paya and Till Payments.
Forward-Looking Information
This press release contains "forward-looking
information" and "forward-looking statements" (collectively,
"Forward-looking information") within the meaning of applicable
securities laws. Such forward-looking information may include,
without limitation, information with respect to our objectives and
the strategies to achieve these objectives, as well as information
with respect to our beliefs, plans, expectations, anticipations,
estimates and intentions. This forward-looking information is
identified by the use of terms and phrases such as "may", "would",
"should", "could", "expect", "intend", "estimate", "anticipate",
"plan", "foresee", "believe", or "continue", the negative of these
terms and similar terminology, including references to assumptions,
although not all forward-looking information contains these terms
and phrases. Particularly, information regarding our expectations
of future results, performance, achievements, prospects or
opportunities or the markets in which we operate, expectations
regarding industry trends and the size and growth rates of
addressable markets, our business plans and growth strategies,
addressable market opportunity for our solutions, expectations
regarding growth and cross-selling opportunities and intention to
capture an increasing share of addressable markets, the costs and
success of our sales and marketing efforts, intentions to expand
existing relationships, further penetrate verticals, enter new
geographical markets, expand into and further increase penetration
of international markets, intentions to selectively pursue and
successfully integrate acquisitions, and expected acquisition
outcomes, cost savings, synergies and benefits, including with
respect to the acquisition of Paya, future investments in our
business and anticipated capital expenditures, our intention to
continuously innovate, differentiate and enhance our platform and
solutions, expected pace of ongoing legislation of regulated
activities and industries, our competitive strengths and
competitive position in our industry, and expectations regarding
our revenue, revenue mix and the revenue generation potential of
our solutions and expectations regarding our margins and future
profitability, as well as statements regarding the Proposed
transaction with Advent International L.P., including the proposed
timing and various steps contemplated in respect of the transaction
and statements regarding the plans, objectives, and intentions of
Philip Fayer, certain investment
funds managed by Novacap Management Inc., Caisse de dépôt et
placement du Québec or Advent, are forward-looking information.
Economic and geopolitical uncertainties, including regional
conflicts and wars, including potential impacts of sanctions, may
also heighten the impact of certain factors described herein.
In addition, any statements that refer to
expectations, intentions, projections or other characterizations of
future events or circumstances contain forward-looking information.
Statements containing forward-looking information are not
historical facts but instead represent management's expectations,
estimates and projections regarding future events or
circumstances.
Forward-looking information is based on
management's beliefs and assumptions and on information currently
available to management, regarding, among other things, assumptions
regarding foreign exchange rate, competition, political environment
and economic performance of each region where the Company operates
and general economic conditions and the competitive environment
within our industry, including the following assumptions: (a) the
Company will continue to effectively execute against its key
strategic growth priorities, without any material adverse impact
from macroeconomic or geopolitical headwinds on its or its
customers' business, financial condition, financial performance,
liquidity or any significant reduction in demand for its products
and services, (b) the economic conditions in our core markets,
geographies and verticals, including resulting consumer spending
and employment, remaining at close to current levels, (c)
assumptions as to foreign exchange rates and interest rates,
including inflation, (d) the Company's continued ability to manage
its growth effectively, (e) the Company's ability to continue to
attract and retain key talent and personnel required to achieve its
plans and strategies, including sales, marketing, support and
product and technology operations, in each case both domestically
and internationally, (f) the Company's ability to successfully
identify, complete, integrate and realize the expected benefits of
past and recent acquisitions and manage the associated risks, as
well as future acquisitions, (g) the absence of adverse changes in
legislative or regulatory matters, (h) the Company's continued
ability to upskill and modify its compliance capabilities as
regulations change or as the Company enters new markets or offers
new products or services, (i) the Company's continued ability to
access liquidity and capital resources, including its ability to
secure debt or equity financing on satisfactory terms, and (j) the
absence of adverse changes in current tax laws. Unless otherwise
indicated, forward-looking information does not give effect to the
potential impact of any mergers, acquisitions, divestitures or
business combinations that may be announced or closed after the
date hereof. Although the forward-looking information contained
herein is based upon what we believe are reasonable assumptions,
investors are cautioned against placing undue reliance on this
information since actual results may vary from the forward-looking
information.
Forward-looking information involves known and
unknown risks and uncertainties, many of which are beyond our
control, that could cause actual results to differ materially from
those that are disclosed in or implied by such forward-looking
information. These risks and uncertainties include, but are not
limited to, the risk factors described in greater detail under
"Risk Factors" of the Company's annual information form ("AIF") and
the "Risk Factor's" in the Company's management's discussion and
analysis of financial condition and results of operations for the
three months ended March 31, 2024
("MD&A"), such as: risks relating to our business, industry and
overall economic uncertainty; the rapid developments and change in
our industry; substantial competition both within our industry and
from other payments providers; challenges implementing our growth
strategy; challenges to expand our product portfolio and market
reach; changes in foreign currency exchange rates, interest rates,
consumer spending and other macroeconomic factors affecting our
customers and our results of operations; challenges in expanding
into new geographic regions internationally and continuing our
growth within our markets; challenges in retaining existing
customers, increasing sales to existing customers and attracting
new customers; reliance on third-party partners to distribute some
of our products and services; risks associated with future
acquisitions, partnerships or joint-ventures; challenges related to
economic and political conditions, business cycles and credit risks
of our customers, such as wars like the Russia-Ukraine and Middle
East conflicts and related economic sanctions; the
occurrence of a natural disaster, a widespread health epidemic or
pandemic or other similar events; history of net losses and
additional significant investments in our business; our level of
indebtedness; challenges to secure financing on favorable terms or
at all; difficulty to maintain the same rate of revenue growth as
our business matures and to evaluate our future prospects;
inflation; challenges related to a significant number of our
customers being small and medium businesses ("SMBs"); a certain
degree of concentration in our customer base and customer sectors;
compliance with the requirements of payment networks; reliance on,
and compliance with, the requirements of acquiring banks and
payment networks; challenges related to the reimbursement of
chargebacks from our customers; financial liability related to the
inability of our customers (merchants) to fulfill their
requirements; our bank accounts being located in multiple
territories and relying on banking partners to maintain those
accounts; decline in the use of electronic payment methods; loss of
key personnel or difficulties hiring qualified personnel;
deterioration in relationships with our employees; impairment of a
significant portion of intangible assets and goodwill; increasing
fees from payment networks; misappropriation of end-user
transaction funds by our employees; frauds by customers, their
customers or others; coverage of our insurance policies; the degree
of effectiveness of our risk management policies and procedures in
mitigating our risk exposure; the integration of a variety of
operating systems, software, hardware, web browsers and networks in
our services; the costs and effects of pending and future
litigation; various claims such as wrongful hiring of an employee
from a competitor, wrongful use of confidential information of
third parties by our employees, consultants or independent
contractors or wrongful use of trade secrets by our employees of
their former employers; deterioration in the quality of the
products and services offered; managing our growth effectively;
challenges from seasonal fluctuations on our operating results;
changes in accounting standards; estimates and assumptions in the
application of accounting policies; risks associated with less than
full control rights of some of our subsidiaries and investments;
challenges related to our holding company structure; impacts of
climate change; development of AI and its integration in our
operations, as well as risks relating to intellectual property and
technology, risks related to data security incidents, including
cyber-attacks, computer viruses, or otherwise which may result in a
disruption of services or liability exposure; challenges regarding
regulatory compliance in the jurisdictions in which we operate, due
to complex, conflicting and evolving local laws and regulations and
legal proceedings and risks relating to our Subordinate Voting
Shares. These risks and uncertainties further include (but are not
limited to) as concerns the Proposed transaction with Advent, the
failure of the parties to obtain the necessary shareholder,
regulatory and court approvals or to otherwise satisfy the
conditions to the completion of the transaction, failure of the
parties to obtain such approvals or satisfy such conditions in a
timely manner, significant transaction costs or unknown
liabilities, failure to realize the expected benefits of the
transaction, and general economic conditions. Failure to obtain the
necessary shareholder, regulatory and court approvals, or the
failure of the parties to otherwise satisfy the conditions to the
completion of the transaction or to complete the transaction, may
result in the transaction not being completed on the proposed
terms, or at all. In addition, if the transaction is not completed,
and the Company continues as a publicly-traded entity, there are
risks that the announcement of the Proposed transaction and the
dedication of substantial resources of the Company to the
completion of the transaction could have an impact on its business
and strategic relationships (including with future and prospective
employees, customers, suppliers and partners), operating results
and activities in general, and could have a material adverse effect
on its current and future operations, financial condition and
prospects. Furthermore, in certain circumstances, the Company may
be required to pay a termination fee pursuant to the terms of the
arrangement agreement which could have a material adverse effect on
its financial position and results of operations and its ability to
fund growth prospects and current operations.
Our dividend policy is at the discretion of the
Board. Any future determination to declare cash dividends on our
securities will be made at the discretion of our Board, subject to
applicable Canadian laws, and will depend on a number of factors,
including our financial condition, results of operations, capital
requirements, contractual restrictions (including covenants
contained in our credit facilities), general business conditions
and other factors that our Board may deem relevant. Further, our
ability to pay dividends, as well as make share repurchases, will
be subject to applicable laws and contractual restrictions
contained in the instruments governing our indebtedness, including
our credit facility. Any of the foregoing may have the result of
restricting future dividends or share repurchases.
Consequently, all of the forward-looking
information contained herein is qualified by the foregoing
cautionary statements, and there can be no guarantee that the
results or developments that we anticipate will be realized or,
even if substantially realized, that they will have the expected
consequences or effects on our business, financial condition or
results of operation. Unless otherwise noted or the context
otherwise indicates, the forward-looking information contained
herein represents our expectations as of the date hereof or as of
the date it is otherwise stated to be made, as applicable, and is
subject to change after such date. However, we disclaim any
intention or obligation or undertaking to update or amend such
forward-looking information whether as a result of new information,
future events or otherwise, except as may be required by applicable
law.
Contact:
Investors
Chris Mammone,
Head of Investor Relations
IR@nuvei.com
Statements of
Profit or Loss and Comprehensive Income or Loss Data
(in thousands of US
dollars except for shares and per share amounts)
|
|
|
Three months ended
March 31
|
|
2024
|
2023
|
|
$
|
$
|
Revenue
|
335,109
|
256,498
|
Cost of
revenue
|
64,730
|
54,596
|
Gross profit
|
270,379
|
201,902
|
Selling, general and
administrative expenses
|
230,101
|
194,618
|
Operating profit
|
40,278
|
7,284
|
Finance
income
|
(712)
|
(5,375)
|
Finance cost
|
29,978
|
18,468
|
Net finance
cost
|
29,266
|
13,093
|
Loss (gain) on foreign
currency exchange
|
8,950
|
(1,398)
|
Income (loss) before income tax
|
2,062
|
(4,411)
|
Income tax
expense
|
6,869
|
3,878
|
Net loss
|
(4,807)
|
(8,289)
|
|
|
|
Other comprehensive income (loss), net of
tax
|
|
|
Items that may be
reclassified subsequently to profit and loss:
|
|
|
Foreign operations –
foreign currency translation differences
|
656
|
5,058
|
Change in fair value of
financial instruments designated as cash flow
hedges
|
5,019
|
—
|
Reclassification of
change in fair value of financial instruments designated
as cash flow hedges to profit and loss
|
(502)
|
—
|
Comprehensive income (loss)
|
366
|
(3,231)
|
Net loss attributable
to:
|
|
|
Common shareholders of
the Company
|
(6,863)
|
(9,778)
|
Non-controlling
interest
|
2,056
|
1,489
|
|
(4,807)
|
(8,289)
|
Comprehensive income
(loss) attributable to:
|
|
|
Common shareholders of
the Company
|
(1,690)
|
(4,720)
|
Non-controlling
interest
|
2,056
|
1,489
|
|
366
|
(3,231)
|
Net loss per share
|
|
|
Net loss per share
attributable to common shareholders
of the Company
|
|
|
Basic
|
(0.05)
|
(0.07)
|
Diluted
|
(0.05)
|
(0.07)
|
Weighted average number
of common shares outstanding
|
|
|
Basic
|
139,646,509
|
139,655,258
|
Diluted
|
139,646,509
|
139,655,258
|
Consolidated Statements of Financial Position
Data
(in thousands of US
dollars)
|
|
|
|
March 31, 2024
|
December 31, 2023
|
|
$
|
$
|
Assets
|
|
|
|
|
|
Current assets
|
|
|
Cash and cash
equivalents
|
131,245
|
170,435
|
Trade and other
receivables
|
166,181
|
105,755
|
Inventory
|
2,791
|
3,156
|
Prepaid
expenses
|
22,431
|
16,250
|
Income taxes
receivable
|
4,229
|
4,714
|
Current portion of
contract assets
|
1,438
|
1,038
|
Other current
assets
|
909
|
7,582
|
|
|
|
Total current assets
before segregated funds
|
329,224
|
308,930
|
Segregated
funds
|
1,696,527
|
1,455,376
|
Total current
assets
|
2,025,751
|
1,764,306
|
|
|
|
Non-current assets
|
|
|
Property and
equipment
|
42,536
|
33,094
|
Intangible
assets
|
1,306,533
|
1,305,048
|
Goodwill
|
1,983,593
|
1,987,737
|
Deferred tax
assets
|
4,544
|
4,336
|
Contract
assets
|
689
|
835
|
Processor and other
deposits
|
8,883
|
4,310
|
Other non-current
assets
|
38,082
|
35,601
|
Total Assets
|
5,410,611
|
5,135,267
|
Liabilities
|
|
|
|
|
|
Current liabilities
|
|
|
Trade and other
payables
|
212,134
|
179,415
|
Income taxes
payable
|
24,070
|
25,563
|
Current portion of
loans and borrowings
|
14,886
|
12,470
|
Other current
liabilities
|
6,269
|
7,859
|
|
|
|
Total current
liabilities before due to merchants
|
257,359
|
225,307
|
Due to
merchants
|
1,696,527
|
1,455,376
|
|
|
|
Total current
liabilities
|
1,953,886
|
1,680,683
|
|
|
|
Non-current liabilities
|
|
|
Loans and
borrowings
|
1,247,232
|
1,248,074
|
Deferred tax
liabilities
|
140,417
|
151,921
|
Other non-current
liabilities
|
5,573
|
10,374
|
|
|
|
Total Liabilities
|
3,347,108
|
3,091,052
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
Equity attributable to
shareholders
|
|
|
Share
capital
|
1,975,163
|
1,969,734
|
Contributed
surplus
|
352,535
|
324,941
|
Deficit
|
(245,866)
|
(224,902)
|
Accumulated other
comprehensive loss
|
(38,283)
|
(43,456)
|
|
|
|
|
2,043,549
|
2,026,317
|
Non-controlling interest
|
19,954
|
17,898
|
|
|
|
Total Equity
|
2,063,503
|
2,044,215
|
|
|
|
Total Liabilities and Equity
|
5,410,611
|
5,135,267
|
Consolidated Statements of Cash Flow
Data
(in thousands of U.S.
dollars)
|
|
|
For the three months ended March
31,
|
2024
|
2023
|
|
$
|
$
|
Cash flow from operating
activities
|
|
|
Net loss
|
(4,807)
|
(8,289)
|
Adjustments
for:
|
|
|
Depreciation of
property and equipment
|
4,208
|
3,110
|
Amortization of
intangible assets
|
32,622
|
24,546
|
Amortization of
contract assets
|
338
|
368
|
Share-based
payments
|
29,776
|
35,573
|
Net finance
cost
|
29,266
|
13,093
|
Loss (gain) on foreign
currency exchange
|
8,950
|
(1,398)
|
Income tax
expense
|
6,869
|
3,878
|
Gain on business
combination
|
(4,013)
|
—
|
Changes in non-cash
working capital items
|
(50,110)
|
(9,126)
|
Interest
paid
|
(29,372)
|
(9,275)
|
Interest
received
|
3,517
|
6,868
|
Income taxes paid - net
of tax received
|
(11,514)
|
(2,566)
|
|
15,730
|
56,782
|
Cash flow used in investing
activities
|
|
|
Business acquisitions,
net of cash acquired
|
(1,185)
|
(1,378,763)
|
Acquisition of property
and equipment
|
(3,286)
|
(2,816)
|
Acquisition of
intangible assets
|
(12,449)
|
(9,863)
|
Acquisition of
distributor commissions
|
—
|
(20,224)
|
Acquisition of other
non-current assets
|
(931)
|
(25,925)
|
Net decrease in
advances to third parties
|
—
|
135
|
|
(17,851)
|
(1,437,456)
|
Cash flow from (used in) financing
activities
|
|
|
Shares repurchased and
cancelled
|
—
|
(56,042)
|
Proceeds from exercise
of stock options
|
615
|
2,961
|
Repayment of loans and
borrowings
|
(35,955)
|
(21,280)
|
Proceeds from loans and
borrowings
|
—
|
852,000
|
Financing fees related
to loans and borrowings
|
—
|
(14,650)
|
Payment of lease
liabilities
|
(1,664)
|
(1,215)
|
|
(37,004)
|
761,774
|
Effect of movements in exchange rates on
cash
|
(65)
|
43
|
Net decrease in cash and cash
equivalents
|
(39,190)
|
(618,857)
|
Cash and cash equivalents – Beginning of
period
|
170,435
|
751,686
|
Cash and cash equivalents –
End of period
|
131,245
|
132,829
|
Reconciliation of
Adjusted EBITDA and Adjusted EBITDA less capital
expenditures to Net Loss
(In thousands of US
dollars)
|
|
Three months ended
March 31
|
|
2024
|
2023
|
|
$
|
$
|
|
|
|
Net loss
|
(4,807)
|
(8,289)
|
Finance cost
|
29,978
|
18,468
|
Finance
income
|
(712)
|
(5,375)
|
Depreciation and
amortization
|
36,830
|
27,656
|
Income tax
expense
|
6,869
|
3,878
|
Acquisition,
integration and severance costs(a)
|
11,632
|
25,318
|
Share-based payments
and related payroll taxes (b)
|
29,992
|
36,067
|
Gain on foreign
currency exchange
|
8,950
|
(1,398)
|
Legal settlement and
other(c)
|
(3,864)
|
(43)
|
Adjusted EBITDA
|
114,868
|
96,282
|
Acquisition of property
and equipment, and intangible assets
|
(15,735)
|
(12,679)
|
Adjusted EBITDA less capital
expenditures
|
99,133
|
83,603
|
|
|
|
Adjusted EBITDA less capital expenditures
conversion(d)
|
86 %
|
87 %
|
|
|
|
Adjusted EBITDA
|
114,868
|
96,282
|
Revenue
|
335,109
|
256,498
|
Adjusted EBITDA
margin(d)
|
34.3 %
|
37.5 %
|
Net Income margin
|
(1.4) %
|
(3.2) %
|
|
|
(a)
|
These expenses relate
to:
|
|
(i)
|
professional, legal,
consulting, accounting and other fees and expenses related to our
acquisition and financing activities, including the expenses
related to the Proposed transaction. For the three months ended
March 31, 2024, these expenses were $10.3 million ($18.5 million
for the three months ended March 31, 2023). These costs are
presented in the professional fees line item of selling, general
and administrative expenses.
|
|
(ii)
|
acquisition-related
compensation was $1.1 million for the three months ended
March 31, 2024 and $2.1 million for the three months ended
March 31, 2023. These costs are presented in the employee
compensation line item of selling, general and administrative
expenses.
|
|
(iii)
|
change in deferred
purchase consideration for previously acquired businesses. No
amount was recognized for the three months ended March 31,
2024 and 2023. These amounts are presented in the contingent
consideration adjustment line item of selling, general and
administrative expenses.
|
|
(iv)
|
severance and
integration expenses, which were $0.3 million for the three months
ended March 31, 2024 ($4.7 million for the three months ended
March 31, 2023). These expenses are presented in selling,
general and administrative expenses and cost of revenue.
|
(b)
|
These expenses are
recognized in connection with stock options and other awards issued
under share-based plans as well as related payroll taxes that are
directly attributable to share-based payments. For the three months
ended March 31, 2024, the expenses consisted of non-cash
share-based payments of $29.8 million ($35.6 million for three
months ended March 31, 2023), and $0.2 million for related payroll
taxes ($0.5 million for the three months ended March,
2023).
|
(c)
|
This primarily
represents legal settlements and associated legal costs, as well as
non-cash gains, losses and provisions and certain other costs.
These costs are presented in selling, general and administrative
expenses. For the three months ended March 31, 2024, the gain
consisted mainly of a gain on business combination of $4.0
million.
|
(d)
|
Adjusted EBITDA less
capital expenditures conversion represents Adjusted EBITDA less
capital expenditures as a percentage of Adjusted EBITDA.
Adjusted EBITDA margin represents Adjusted EBITDA as a percentage
of revenue.
|
Reconciliation of
Adjusted net income and Adjusted net income per basic share and per
diluted share
to Net Loss
(In thousands of US
dollars except for share and per share amounts)
|
|
|
Three months ended
March 31
|
|
2024
|
2023
|
$
|
$
|
|
|
|
Net loss
|
(4,807)
|
(8,289)
|
Change in fair value of
share repurchase liability
|
—
|
571
|
Accelerated
amortization of deferred financing fees
|
174
|
—
|
Amortization of
acquisition-related intangible assets(a)
|
26,831
|
20,139
|
Acquisition,
integration and severance costs(b)
|
11,632
|
25,318
|
Share-based payments
and related payroll taxes(c)
|
29,992
|
36,067
|
Loss (gain) on foreign
currency exchange
|
8,950
|
(1,398)
|
Legal settlement and
other(d)
|
(3,864)
|
(43)
|
Adjustments
|
73,715
|
80,654
|
Income tax expense
related to adjustments(e)
|
(6,409)
|
(7,912)
|
Adjusted net income
|
62,499
|
64,453
|
Net income attributable
to non-controlling interest
|
(2,056)
|
(1,489)
|
Adjusted net income
attributable to the common shareholders of the
Company
|
60,443
|
62,964
|
Weighted average number
of common shares outstanding
|
|
|
Basic
|
139,646,509
|
139,655,258
|
Diluted
|
145,669,168
|
143,963,521
|
|
|
|
Adjusted net income per share attributable to common
shareholders of
the Company(f)
|
|
|
Basic
|
0.43
|
0.45
|
Diluted
|
0.41
|
0.44
|
|
|
(a)
|
This line item relates
to amortization expense taken on intangible assets created from the
purchase price adjustment process on acquired companies and
businesses and resulting from a change in control of the
Company.
|
(a)
|
These expenses relate
to:
|
|
(i)
|
professional, legal,
consulting, accounting and other fees and expenses related to our
acquisition and financing activities, including the expenses
related to the Proposed transaction. For the three months
ended March 31, 2024, these expenses were $10.3 million ($18.5
million for the three months ended March 31, 2023). These costs
are presented in the professional fees line item of selling,
general and administrative expenses.
|
|
(ii)
|
acquisition-related
compensation was $1.1 million for the three months ended March 31,
2024 and $2.1 million for the three months ended March 31, 2023.
These costs are presented in the employee compensation line item of
selling, general and administrative expenses.
|
|
(iii)
|
change in deferred
purchase consideration for previously acquired businesses. No
amount was recognized for the three months ended March 31, 2024 and
2023. These amounts are presented in the contingent consideration
adjustment line item of selling, general and administrative
expenses.
|
|
(iv)
|
severance and
integration expenses, which were $0.3 million for the three months
ended March 31, 2024 ($4.7 million for the three months ended
March 31, 2023). These expenses are presented in selling,
general and administrative expenses and cost of revenue.
|
(c)
|
These expenses are
recognized in connection with stock options and other awards issued
under share-based plans as well as related payroll taxes that are
directly attributable to share-based payments. For the three months
ended March 31, 2024, the expenses consisted of non-cash
share-based payments of $29.8 million ($35.6 million for three
months ended March 31, 2023), and $0.2 million for related payroll
taxes ($0.5 million for the three months ended March 31,
2023).
|
(d)
|
This primarily
represents legal settlements and associated legal costs, as well as
non-cash gains, losses and provisions and certain other costs.
These costs are presented in selling, general and administrative
expenses. For the three months ended March 31, 2024, the gain
consisted mainly of a gain on business combination of $4.0
million.
|
(e)
|
This line item reflects
income tax expense on taxable adjustments using the tax rate of the
applicable jurisdiction.
|
(f)
|
The number of
share-based awards used in the diluted weighted average number of
common shares outstanding in the Adjusted net income per diluted
share calculation is determined using the treasury stock method as
permitted under IFRS.
|
Revenue by
geography
The following table
summarizes our revenue by geography based on the billing location
of the merchant:
|
|
|
|
Three months ended
March 31
|
|
Change
|
(In thousands of US
dollars, except for percentages)
|
|
2024
|
2023
|
|
|
|
|
$
|
$
|
|
$
|
%
|
Revenue
|
|
|
|
|
|
|
North
America
|
|
177,022
|
124,719
|
|
52,303
|
42 %
|
Europe, Middle East
and Africa
|
|
132,142
|
119,825
|
|
12,317
|
10 %
|
Latin
America
|
|
15,436
|
10,816
|
|
4,620
|
43 %
|
Asia
Pacific
|
|
10,509
|
1,138
|
|
9,371
|
823 %
|
|
|
335,109
|
256,498
|
|
78,611
|
31 %
|
Revenue by
channel
|
|
|
Three months ended
March 31
|
|
Change
|
(In thousands of US
dollars, except for percentages)
|
|
2024
|
2023
|
|
|
|
|
$
|
$
|
|
$
|
%
|
Global
commerce
|
|
191,951
|
169,660
|
|
22,291
|
13 %
|
B2B, government and
independent software vendors
|
|
64,341
|
21,839
|
|
42,502
|
195 %
|
Small & medium
sized businesses
|
|
78,817
|
64,999
|
|
13,818
|
21 %
|
Revenue
|
|
335,109
|
256,498
|
|
78,611
|
31 %
|
The Company distributes its products and
technology through three sales channels: Global commerce, B2B,
government and independent software vendors and small and medium
sized businesses. In its Global commerce channel, the Company
supports mid-market to large enterprise customers across multiple
verticals with domestic, regional, international, and cross-border
payments; leveraging its deep industry expertise and utilizing its
modern scalable modular technology stack that is purpose-built for
businesses whose operations span multi-location, multi-country, and
multi-currency. In its B2B, government and ISV channel, the
Company embeds its global payment capabilities and proprietary
software into enterprise resource planning ("ERP") solutions and
software platforms. The Company's SMB channel, consists of its
North American based traditional SMB customers that utilize Nuvei
for card acceptance.
Disaggregation of
revenue and interest revenue
(In thousands of US
dollars)
|
|
|
Three months ended
March 31
|
|
2024
|
2023
|
|
$
|
$
|
|
|
|
Merchant transaction
and processing services revenue
|
329,426
|
254,513
|
Other
revenue
|
2,466
|
1,985
|
Interest
revenue
|
3,217
|
—
|
Revenue
|
335,109
|
256,498
|
Reconciliation of
Nuvei pro forma revenue and Nuvei pro forma revenue growth to
revenue and of Nuvei pro forma revenue by channel to revenue
by channel
|
(In thousands of US
dollars except for
percentages)
|
Three months ended
March 31, 2024
|
|
Three months ended March 31,
2023
|
|
|
Revenue as reported
|
|
Nuvei revenue as
reported
|
Paya and Till Payments'
revenue as adjusted(a)
|
Nuvei pro forma
revenue
|
Revenue growth
|
Nuvei pro forma
revenue growth
|
$
|
|
$
|
$
|
$
|
%
|
%
|
|
|
|
|
|
|
|
|
Revenue
|
335,109
|
|
256,498
|
46,638
|
303,136
|
31 %
|
11 %
|
(In thousands of US
dollars except for
percentages)
|
Three months ended
March 31, 2024
|
|
Three months ended March 31,
2023
|
|
|
Revenue as reported
|
|
Nuvei revenue as
reported
|
Paya and Till Payments'
revenue as adjusted(a)
|
Nuvei pro forma
revenue
|
Revenue growth
|
Nuvei pro forma
revenue growth
|
$
|
|
$
|
$
|
$
|
%
|
%
|
|
|
|
|
|
|
|
|
Global
commerce
|
191,951
|
|
169,660
|
—
|
169,660
|
13 %
|
13 %
|
B2B, government and
independent
software vendors
|
64,341
|
|
21,839
|
33,684
|
55,523
|
16 %
|
16 %
|
Small & medium
sized
businesses
|
78,817
|
|
64,999
|
12,954
|
77,953
|
21 %
|
1 %
|
Revenue
|
335,109
|
|
256,498
|
46,638
|
303,136
|
31 %
|
11 %
|
|
(a) Reflects
adjustments for revenue of Paya between January 1, 2023 and the
acquisition on February 22, 2023 and Till Payments between January
1, 2023 and March 31, 2023. Paya's revenue and revenue by channel
as well as Till Payments' revenue and revenue by channel are
presented net of interchange fees in order to align with Nuvei's
presentation of revenue calculated in accordance with the
accounting policies used to prepare the revenue line item in the
Company's financial statements under IFRS.
|
Reconciliation of
Revenue at constant currency and Revenue growth at constant
currency to Revenue
The following table
reconciles Revenue to Revenue at constant currency and Revenue
growth at constant currency for the period
indicated:
|
(In thousands of US
dollars except for
percentages)
|
Three months ended
March 31, 2024
|
|
Three months ended
March 31, 2023
|
|
|
Revenue as reported
|
Foreign currency exchange
impact on revenue
|
Revenue at constant
currency
|
|
Revenue as reported
|
Revenue
growth
|
Revenue
growth at
constant
currency
|
$
|
$
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
335,109
|
(820)
|
334,289
|
|
256,498
|
31 %
|
30 %
|
Reconciliation of
Organic revenue at constant currency and Organic revenue growth at
constant currency to Revenue
The following table
reconciles Revenue to Organic revenue at constant currency and
Organic revenue growth at constant currency for the period
indicated:
|
(In thousands of US
dollars except for
percentages)
|
Three months ended
March 31, 2024
|
|
Three months ended
March 31, 2023
|
|
|
Revenue as
reported
|
Revenue from
acquisitions (a)
|
Foreign currency
exchange impact
on organic
revenue
|
Organic
revenue at
constant
currency
|
|
Revenue as reported
|
Revenue
growth
|
Organic revenue
growth at
constant
currency
|
$
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
335,109
|
(53,379)
|
(947)
|
280,783
|
|
256,498
|
31 %
|
9 %
|
|
(a) Revenue from
acquisitions primarily reflects revenue from Paya which was
acquired on February 22, 2023 and from Till Payments which was
acquired on January 5, 2024.
|
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SOURCE Nuvei