Allos S.A. (BVMF:ALOS3)
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Earnings Call: Q4 2022

Mar 24, 2023

Speaker 10

Good afternoon, everyone. Thank you. Thank you very much for being here. It is a pleasure to be here today and present our company, Aliansce Sonae and brMalls . On our call, we're going to be discussing what we did in 2022. We're going to show you a view of what we have here in the company. On slide number two, we have a summary of the indicators of Aliansce Sonae . We had a year in which it is clear that the pandemic had a great impact. We were very solid throughout. We had this recovery that shows that indeed we're a complete platform for entertainment, for services and lifestyle. As we've been saying for a while, we are way more than a place for shopping. We're also a place for connection, for people, for brands.

Our revenue in 2022 went beyond BRL 1 billion with a growth of 20% against 2019. We had an intense process where we were changing stores, brands, we were replacing them. The revenue in the first year had this impact of the stores and everything that is done before operations begin. We ended the year with 97% occupancy, 97.4%, actually. The largest one, the highest one ever since we started. This is very good for our guidance for the years. The EBITDA margin went back to the same level of 2019. The company grew versus 2019, despite the interest rate in Brazil. Besides the evolution of financial indicators, we've seen also growth in operational indicators in 2022.

We had lots of demand for new spots. We had new contracts for rental that were signed this year with an expressive or a significant reduction in failure to pay. We also had a change in occupancy for our shopkeepers. We also had structural changes in the company. We finished the implementation of our new SLP, which is a process that lasted for around two years. It was concluded without any interruptions in our businesses. We also concluded a series of expansions, revamp, remodeling processes in Leblon, Carioca and Parque Dom Pedro malls. We also had a relevant change in our ESG trajectory. We had this great achievement, which was the initiative to have stability in B6. Aliansce is the first and only shopping mall representative in that list. We were invited to present at COP26 last year.

Additionally, we participated in various M&A processes, as you all know, the main one was with brMalls. Before I actually continue here with the next slide, I would like to congratulate the entire team. We've had an excellent team working, the great legacy. Aliansce Sonae and brMall s, we were able to conclude this deal that is very transformational. It's going to completely transform our industry in December 2022. We can already, you know, begin this year thinking about the future. Now, on the presentation, we're going to focus on our combined business. Now on slides six and seven, you can see that we're going to show this large scale for Aliansce Sonae and brMalls. We're looking at millions of visitors, and we have 11,000 stores. Today, we are one of the main platforms for retail in Brazil.

It is evident that we have high quality in our portfolio because we're the only company in Brazil with 10 shopping malls that have great revenue individually. This only happens due to the M&A because we have some legacy of brMalls, five malls, and five from Aliansce Sonae. It is important to say that it's the only company in Brazil that has these 10 malls that have individually over BRL 1 million sales. On slide seven, you can see that the main brands that we have here have a position that is twice as much as the other operators in Brazil. On slide eight , let's see some of the consolidated results. If we sum Aliansce Sonae and brMalls , we have a significant growth here.

The sales for malls last year, if we sum all of them combined, we're looking at BRL 2.5 billion and the EBITDA was BRL 1.8 billion. The FFO, BRL 1.1 billion. So it's important to say that these numbers... Well, we have excluded the non-recurring expenses from these numbers for Aliansce Sonae and brMalls.

The company had excellent operational results, commercial results. We can see the increase in rent. Also, the rent has an occupancy rate also that is very good. With an increase that are sustainable in our rent, we still have an occupancy cost at a very balanced rate. We will be very successful in our malls. 2023, the trajectory of growth is very positive. This year, we started the year with the accumulated of 90% in regards to 2022, and the sales increase of 16% in regards to the period in the last year. I'm gonna give the floor to the speakers, and during the Q&A session, we can answer some more. The next slide.

Before we talk about the combination of businesses being concluded, both companies start to work in their liabilities and to reduce the cost of debt, the increase of deadlines, and the harmonization of covenants. The brMalls fourth quarter of 2022, we have the issuance of debentures in the total of BRL 900 million reais, CDI + 1.3% with a deadline of five years. At the beginning of the year, regardless of a worsening of the credit market, we managed with success with a CRI of BRL 600 million reais and still have additional demands of at least BRL 500 million. We have in CDI + 1.20, we have five and seven, respectively.

With that issuance, the cost, the average cost of the company is 0.87%, with 83% of the CDI, 2.7 of inflation, and 14 prefixed. Let's continue with the presentation. We can talk about the transactions, M&A, which is the most recent that we've done by the legacy of brMalls and Aliansce Sonae. Throughout 2022, both companies negotiated and concluded successfully, having investments that are strategic. The legacy of brMalls, we had the partial sale of shoppings which are very important at a cap rate of 7.7% and the total sale of companies with a cap rate of 7.8%.

With the legacy of Aliansce Sonae, we had the selling and disinvestment of Brasília, and there is a cap of 8.2%, and Boulevard Vila Velha and Boulevard Campinas Shopping with a cap rate together of 8.1%. Now in 2023, we've also had the partial sale of 10% of our exhibition in the Passeio das Águas Shopping with a cap rate of 8.5%. Therefore, all the caps considerably lower to what the company had expected. This reinforces the excellent capacity for the allocation of capital for the company with a great track record in M&A and profitable returns for the shareholders. Last slide. Let's talk about the synergies of the market. Just with the Aliansce Sonae at the end of 2022, we reached BRL 56 million.

As a consequence, we presented an important expansion of the margin EBITDA for 63% in 2022 versus 72% in 2023. In the synergies, operational synergies that were announced, we also reached BRL 34 million in reductions of condominium costs. Also we had several actions of reducing liabilities, which has an economy of BRL 47 million per year. In regards to the Aliansce Sonae plus brMalls, after all the bottom-up work with an integration consultancy company, we are very comfortable to confirm that we have the expectation of annual synergies of BRL 180 million-BRL 210 million.

It's very important to highlight that the synergies of BRL 210 million initially announced between Aliansce Sonae and brMalls included BRL 160 million of operational synergies and BRL 50 million in synergies that are finance. Plus the finance synergies that were reached even before the agreement of the business is effective through the well management of the liabilities of the brMalls. Now we're talking about BRL 180 million-BRL 210 million in operational synergies for the company as a whole. On the next slide, we exemplify our capacity to generate synergy and capture operational results. We highlight that our top 10 malls with the greatest annual growth has an increase consolidated of 51% in 2022 versus 2018.

As a highlight of this performance, we have the Shoppings Passeio das Águas with a growth of 145%, Parque Shopping Belém with 77%, Boulevard Shopping BH with 53%, and Franca Shopping with 48%. Besides these malls, we also have an increase of ROI with the sailing of the malls, and we have a 127% growth in 2022 versus 2018. These are examples of turnaround and reinforces in the trust of the future synergies. Thank you very much, and we're open for the Q&A session.

Moderator

Ladies and gentlemen, we will start the Q&A session just for investors and analysts. Should you have any question, please type asterisk one. If your question is answered, you can leave the line typing asterisk two. Please wait while we register the questions.

Our first question, Jorel Guilloty, Goldman Sachs.

Jorel Guilloty
VP and Senior Analyst of LatAm Real Estate Equity Research, Goldman Sachs

Good morning, everyone. My question is basically focused on the synergies that you mentioned, that you reiterated for what you expect in two thousand tw-twelve. Well, you started and then until 2028, what are the synergies? Well, I wanted to know if you can tell us more about the schedule of how should we think about from now until 2022, how are the synergies ongoing? Can you tell us, if possible, how much do you see of revenue costs? Anything, any information that you can provide will help. Thank you.

Speaker 10

Hi, Jorel. I am Daniel. Thank you for the question.

For the implementation phase of the integration, we are here in the first six months, but it's important to report that throughout the first six months since the approval of the deal until the approval at CADE, we have prepared the integration, and we've calculated bottoms up the total of synergies. It's important to highlight that the original guidance of operational synergies is BRL 170 million. We're increased the bottom to BRL 180, going from BRL 180-BRL 210, totally operational. Out of that, we expect to have about 40% in the cost of expenses. Obviously you will capture a little by little, year by year in terms of savings. It's reasonable, therefore, that 85% should be reached until the end of 2025.

Moderator

Thank you. Next question. Sam Uring, Santander.

Speaker 9

Hello. Good afternoon.

Good afternoon, everyone. Is there any follow-up in that issue of Jorel? You're talking about the percentage that we're gonna get to 2025 of the cost synergies and the revenue it would be the synergies that we would reach until 2028. That would be my first question. My second question goes along the lines of the shopping malls. You have the objective six, you have about nine malls that are managed. I wanted to understand, within the nine managed malls, you said that all of them they increase the capacity for the negotiation with the wholesale or retail. Is there any of any of these assets, would it make sense to stop managing these? Could you please tell us? Thank you for me.

Rafael Sales
CEO, Allos

This is Rafa. About the synergies, no. The synergies, we have this down. The cost and expenses, we have an increase of 40% in the guidance. The capture, we hope to capture 85% until 2025, considering the total synergies, both expenses today, obviously we should see in the first part of that, but in the first three years we have 85% of that total that we are mentioning. If we don't have any pandemics along the way. Having said that, we are very. We are working with the synergies and the increase of revenue, the improvement of the EBITDA, the management of the malls, and also management of the mix.

Speaker 9

Please, if you allow me, in terms of revenue synergies, how. Of course, if you can share the breakdown, how much it would be mall and media, all the initiatives, how much it would be in terms of mall and of rent?

Rafael Sales
CEO, Allos

Sorry. Actually, we are not doing the breakdown of the number yet, but I can discuss and we're gonna see if we're gonna publish that breakdown. For now, this is the breakdown that we are comfortable to provide, and I think that we will provide more transparency in the next results.

Speaker 9

Thank you.

Rafael Sales
CEO, Allos

About the management of the malls that are within our portfolio, of course, we have the portfolio has increased the number of malls, increased in terms of results because of Shopping Eldorado, and we are continuing to focus in the shopping malls that are dominant and very relevant. Of course, not all, the nine malls are within that characteristics of dominance and relevance in their respective markets. Whenever they're not dominant, we have a shopping mall that is attractive initially. Some of these malls, certainly they're going to stop being a part of our portfolio and they're managed over the next few years.

Moderator

Thank you, Rafael. Our next question is from Bruno Mendonça , Bradesco BBI.

Bruno Mendonça
Co-Director of Research, Bradesco BBI

Hi, everyone. Thank you for the presentation. I will ask a question about synergies, CapEx specifically. I understand that we haven't dealt with it in the guidance, but anyway, we can think about the CapEx synergies and talking about cash and when I see the Aliansce and brMalls, I see a difference in the cash conversion when we're talking about CapEx. How have you seen this? Can you mention this? Can you mention anything about that? With Aliansce and brMalls, these numbers of guidance, do you have a reference of your portfolio of Aliansce and brMalls in your portfolio?

Rafael Sales
CEO, Allos

In terms of CapEx and conversion, the most important thing is that we have equivalent images. Aliansce reported until the middle of next year the same way that we had the conversion of cash. It's the same index. This is our objective in terms of CapEx and operational results.

It's important to think and consider that, for example, in this first year, we're gonna have a consolidation expense of IT, of processes and systems. Nonetheless, we're gonna have the CapEx and technology part is going to be a relevant drop from the proportional standpoint from the next years onwards, once we start to generate the synergies in this purchase of technology. What we expect until the middle of next year in margin and CapEx and cash generation that is convergent to what we are reporting. Thank you. To finish, there is still one. No? For the portfolio, we do not have the breakdown, Bruno, but we have synergies in both portfolios.

Specifically, when you look at the part of revenue or because we up until January of this year, we don't have a company that we had 10 malls with a potential for selling over BRL 1 billion per year and another 35 malls thereafter, with a total of 35 malls that sell over BRL 500 million a year. We didn't have that group. Now, the most robust portfolio that sells BRL 500 million per year, at least BRL 500 million per year, is a portfolio of 15 malls of the second biggest company. We, in fact, are gonna have 35 malls or 37 malls with this number. It is a potential for partnership with the retail to increase the turnover of mix, improving the mix, and we imagine that we can consequently capture better results, specifically with our tenants. Better results for everybody.

Moderator

Thank you. Next question is from Marcelo Motta, JP Morgan.

Marcelo Motta
Research Analyst, JPMorgan

Good afternoon. Two questions. First, if you can comment on the liability management. There was a comment on data synergies, finance synergies. We've seen brMalls and also your side that we had finance, reduction of debt. Do we have anything left of what it can be done? Maybe it's not included in the BRL 50 million that was mentioned, but considering the company that has a cash generation that is stronger, has the assets complementary, more robust assets, could you wait for a news? The second question is about disinvestment. I think that the macroeconomics is not helping in that front, but when we're looking at the last sales that we've done, these are attractive Cap rates.

Do you think that it's in fact, should we wait for the macro to improve, or can we think about doing something before adjusting that? How is the fine-tuning in the portfolio?

Speaker 10

Hello, Mota. This is Dani. I'm gonna answer the first one. In terms of liability management, we just issued a debt, even in this challenging scenario in the credit market, Brazilian credit market. We have CRI, which is BRL 608 million. The minimum was BRL 500 million. We managed to get an additional demand of BRL 112 million at a cost that is very attractive. We're talking about in the series of five years of CDI +1 and CDI +20 in the series seven.

That reinforces the good visibility that the company has in the credit market. The spreadsheet is strong and the trust of the investors is strong in our company. We managed to do this lesson, and it was a lesson where we're very comfortable with the profile of debt. With that issuance, we have the opportunity for the prepayment of debt, continuing the process of the management of liabilities that we've been doing for many years. We have a debt in the balance sheets that are still about above 2.5-3 times the CDI, above the CDI. Consequently, we are gonna work on them. Not all can be paid immediately, so we're going to using the window.

We're gonna see the window in accordance to the availability of payment and the cash availability that with these transaction and with the operational cash generation, where it should finish with a robust cash. We should do that improvement of the improving the profile of the debt. In regards to the macroeconomic scenario and disinvestment, I believe that the most important thing is for you to take a look at a portfolio that we don't have any malls that has an NOI that is less than BRL 20 million. No shopping mall is a shopping mall with difficulties of management or problematic. These shopping malls that are a bit smaller, they have a reasonable occupancy and they are not problematic. Some cases, maybe they are small for us to focus on the profile of 10%, 15%. It's not relevant for the whole.

That would be one of the concerns. The other one is when the shopping mall is not commercially the main destination of the tenants. These are the two criteria that we're gonna continue to analyze, prioritize in the portfolio. Thereafter, we're going to review our stakes. I mean, we've just seen Passeio das Águas that shows that the shopping mall still has a lot of potential. As we've demonstrated in the previous slide of the presentation, the shopping mall grew 145% since the creation of Aliansce Sonae. This shows that with the new management, the shopping mall performed very well. Now we have a new cap, a shopping mall that was acquired in exchange of shares, considering the same cap back in 2018, 2019. Therefore, showing that this is important for our shareholders.

The selling at 8% cap gives us comfort that we are doing the right thing in terms of investment and disinvestment as well. We still have demands for the minor participation, minor shareholding, but the market requires more depth. We need to have a deeper market. It's too shallow from the standpoint of checks and transactions. Therefore, it's important to wait for our portfolio. It's far away from having a problem. We're going to conclude the integration all throughout the year, with gains in operational gains. One company is going to learn with the other. We have the teams already mixed in the management, each having their own experience and forming a management capacity that is more robust. Maybe in the second semester, maybe next year, we're going to start to look at these investments.

We hope to finish the year below 2.5x the EBITDA, even with a payment of dividends that is important here in April, that will happen in April. I believe that the company starts to generating a lot of cash and has the potential to return capital in a more predictable and more relevant way for our shareholders. All of this is supported by a balance sheet that is very well structured and a payment of dividends that we can consider as recurring and consistent.

Marcelo Motta
Research Analyst, JPMorgan

Perfect. Thank you.

Moderator

Thank you, Dani. Next question from Elvis Credendio , BTG Pactual.

Speaker 8

Good afternoon, Rafa, Dani. First, let's talk about the expenses. The expenses that we had in the fourth quarter. What can we wait in terms of one-off expenses? Do you have anything? A great deal was working with the fourth quarter. The second question is development. Aliansce had a cost project, brMalls as well. We need to understand how the investment plans are for the new company. Are you thinking about more? Do you have any expectation of addition of areas from now on?

Speaker 10

Hi, Elvis. This is Dani. First of all, in the fourth quarter, we got into the expenses referring the transaction. However, we are still working with the integration of the two companies. It's natural that we still have a few expenses referring to the consulting companies, consulting of our HR, IT, the consulting of the integration itself that's still working in the first quarter. As a reference to the brMalls legacy, we still have the expenses related to retention and a few expenses related to severance.

With more concentration in the first quarter, therefore, we're going to reduce all throughout the year after the first quarter. In regards to the project, multi-use project and expectation of additional areas, we are exploring the projects for a long time. We have projects that are very important in Maceió, Alagoas. We launched three, four buildings and a hospital. Some projects that are very relevant in Goiás, where we have a contract with Cyrela to talk, you know, about some towers, and we are getting close to the local developer, so we can bring this potential for the expansion of the shopping mall and the exploration of the land bank, the real estate, so we can bring qualified improvements to the shopping mall.

When we think about the projects on the long term, we always prioritize the shopping mall and how can we do to actually highlight the capacity for each of these assets. Therefore, that's why we have several expansion projects just with the Legacy Aliansce, BRL 4.4 million in potential that is for the future, where we balance between the expansion and the potential of the mix.

Moderator

Thank you. Ladies and gentlemen, remember, if you want to ask a question, please type asterisk or star one. Please wait while we are registering the questions. Next question is from André Dibe , Itaú BBA.

André Dibe
Equity Research Associate, Itaú BBA

Good afternoon, everyone. Thank you for the presentation. Thank you for the questions.

On my side, there is just one question that maybe we are still gonna have the first quarter in the company, that is still going to be talked about. Thinking about the long-term horizon after the integration that has been consolidated, what do you imagine that for the company in terms of strategy? Do you think that the strategy we are consolidating in the market, given this deal, do you imagine that the company can become a company that is more yield, that has more yield and therefore profit sharing more?

Rafael Sales
CEO, Allos

André, thank you for the question. We prepared the company so we can get into this moment, and we can make a few decisions.

Certainly now there is the need for consolidation, which is lower because as we can see on one of the slides here, adding the relevant brands here in Brazil, we separated eight brands, but we can get the 20 best brands that we can see that are very similar. We have at least double the number of operations of the best brands and some of the small competition. We have comfort that in terms of relevance, in terms of impact in the wholesale, we have a size that makes a difference in regards to us being a smaller company in one of the regions, in some of the regions. This is one of our objectives to differentiate ourselves. Now, having reached this objective, we obviously are a potential consolidator for the industry.

I don't think that we are not the only one. There are others that have the capacity to consolidate in our business, and we are going to continue. Continue consolidating one way or another. Maybe we're not going to have so much of an impact relevant as when the fusion happened because of the size of our company now. I don't see that one thing is a conflict with the other idea. We're going to be a company with a robust cash management. We will continue to do the disinvestment of the malls. We have less potential, and we will continue to reallocate the capital in investments with expansion, new projects, as well as purchasing malls that maybe eventually will come up, and they are for sales.

We want to work with the dominant malls in cities and urban areas, and that we can have the best destination in town. These are our objectives. Within these objectives, of course, we have to return the capital profit share for the shareholder, but of course, in a predictable manner. The predictability is key. While the shareholder can expect to receive in a company that doesn't have a high leverage and that doesn't allow for the company, for example, to do a strategic investment once we are very leveraged. This is not gonna happen. We are prepared should that happen. When we have an opportunity, we can consolidate, certainly. The first year, the company is a year focused on integration, on improving our commercial practices, improving the management capacity.

We have a lot to learn one from another, and we also have to look outside and adopt new management models and processes that can help us. I think we should get a cash return We can, show the shareholder that there is growth, but there is a capital return that is predictable, relevant for the shareholder along the way. Okay?

André Dibe
Equity Research Associate, Itaú BBA

Perfect. Thank you.

Moderator

Next question is from Tainan Costa , UBS.

Tainan Costa
Equity Research Associate Director, UBS

Good afternoon, everyone. Thank you for the opportunity to ask a question. Congratulations on the results. I wanted to know a little bit more about the following. You were talking about these past two months. Is there maybe something, an element that helped highlight that result, maybe something that happened with a tenant or a region? Also still on stores, what is the distribution in terms of segments now for your portfolio for the two consolidated companies? Do you see any possibilities to improve the mix?

Rafael Sales
CEO, Allos

Hello, Tainan. Thank you for that question. Actually, we've seen a general improvement in our portfolio. I think in some of the regions like the north of Brazil, northeastern region of Brazil, it's been very robust. In some of the areas it started to recover with more momentum now.

When you see the combined results of January and February, in January and February, we had that impact of Carnival, which happened in March last year, and we believe that there is going to be recovery in March this year as well. It was stronger, and I think in terms of demands for retailers, we see a very good demand, very high demand right now. We understand that that is happening with home appliances. We see that happening with services, with food as well, with chains that helped a lot with the pandemic, but now it's recovering. The thing with this is we're always looking for opportunities to improve the mix of the mall, to give more opportunities, attractive opportunities for consumers. We want to have always a high quality in our portfolio.

Tainan Costa
Equity Research Associate Director, UBS

Excellent. Thank you.

Moderator

If you don't have any more questions, I'd like to give the floor to Mr. Sales for the final thoughts.

Rafael Sales
CEO, Allos

Thank you very much for the interest in our earnings call for Aliansce Sonae plus brMalls. We are very optimistic with the perspective of the company working together. We remain at your service should you have any more questions that you have all throughout the quarter. You can contact our team. Thank you.

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