WHA Corporation Underperform (15E TP Bt40.00)
Company Update
Close Bt39.50
Property Development April 20, 2015
Earnings upgrade/Earnings downgrade/Overview unchanged
Acquired 93% of HEMRAJ, delisting is possible
FY15
FY16
Consensus EPS (Bt)
1.391
1.447
184.7%
183.3%
KT ZMICO vs. consensus Share data Reuters / Bloomberg
WHA.BK/WHA TB
Paid‐up Shares (m)
1,314.40
Par (Bt)
1.00
Market cap (Bt bn / US$ m)
52.00/1,606.00
Foreign limit / actual (%)
49.00/16.36
52 week High / Low (Bt)
40.50/22.84
Avg. daily T/O (shares 000) NVDR (%)
3,289.00 0.88
Estimated free float (%)
24.47
Beta
1.63
URL
www.wha.co.th
CGR
Takeover complete, no price upside leads to rating downgrade WHA ended the VTO on 10 Apr with 92.88% holding of HEMRAJ, and it could delist the latter. We downgrade WHA from Buy to Underperform with a new TP of Bt40.00 (SoTP method) as the share is now fully valued. The tender offer of HEMRAJ shares ends with 92.88% stake The voluntary tender offer (VTO) of HEMRAJ shares by WHA from 6 Mar to 10 Apr 15 has resulted in 92.88% holding. While the takeover has just finished, the consolidation of the financial statement already began on 17 Mar 15 when WHA started having management control. Management could consider delisting HEMRAJ Prior to the VTO process, WHA mentioned that it would consider delisting HEMRAJ if it managed to acquire over 90.0% of HEMRAJ shares. With an M&A‐related debt load of around Bt31.6bn, it makes sense to have full control of HEMRAJ since WHA would be the sole receiver of HEMRAJ’s special dividends, which WHA could use to pay off debt. TP decreased slightly from Bt40.75 to Bt40.00 The lower TP is mainly due to a higher debt load from the takeover (up from Bt21.6bn to Bt30.6bn) since its stake of 92.88% exceeds our estimate of 70.0%; our valuation of WHA (excluding HEMRAJ) is based on 20.0x 2015E‐16E EV/EBITDA, which is negatively correlated to the debt amount. The 2015E advisory fees are also raised from Bt180m to Bt280m due to the bigger deal size of Bt40.6bn, up from Bt30.6bn at a 70% stake. Fully valued, downgraded to Underperform The share price has risen by 16.5% since we issued a Buy rating on 17 Mar 15, and we believe that the value of the HEMRAJ deal is fully priced in; thus, we downgrade the rating on WHA from Buy to Underperform. Financial and Valuation FY Ended 31 Dec
2012
2013
2014
2015E
2016E
Revenues (Btmn)
2,169 212
7,085 1,464
4,888 979
12,753 5,182
11,990 5,363
212 0.30
1,464 1.60
1,079 1.02
3,020 3.96
3,469 4.10 3,469
Net profit (Btmn) Norm. profit (Btmn) EPS (Bt)
212
1,464
1,079
3,020
‐86.3
431.7
‐36.4
289.9
3.5
BV (Bt)
0.00
1.10
0.00
1.77
1.84
FY Ended 31 Dec
2012
2013
2014
2015E
2016E
131.7 81.6 9.7 0.0
24.8 21.2 8.7 2.8
38.9 28.8 8.5 0.0
10.0 10.2 2.5 4.5
9.6 8.9 2.2 4.6
10.8 1.14
41.6 1.20
22.7 2.28
41.4 1.94
24.3 1.53
EPS growth (%) Dividend (Bt)
Wasu Mattanapotchanart Analyst, no. 44357
[email protected] 66 (0) 2624‐6268
PER (x) EV/EBITDA (x) PBV (x) Dividend yield (%) ROE (%) Net gearing (%)
REFER TO DISCLOSURE SECTION AT THE END OF THE NOTES page 1 of 5
Special dividend payments by HEMRAJ WHA and HEMRAJ have planned a series of asset sales that would help pay off M&A‐related debt. WHA will receive the proceeds of HEMRAJ’s asset sales through dividend payments. This year HEMRAJ plans to sell i.) UM Tower office and land on Koh Laan (cash inflow = Bt3.0bn) and ii.) its first batch of ready‐built factories (Bt6.5bn – Bt7.0bn). Thus, the cash inflow from this year’s assets sales by HEMRAJ could be as much as Bt10.0bn, implying DPS of Bt1.03 per share. However, the sale of factories to REIT should occur late in the year, so the special DPS to be paid this year probably won’t include the second amount, resulting in a special 15E DPS of only Bt0.31. Figure 1: Sources of repayment (most of the proceeds will be used to repay short‐term debt) Sources of repayment 1. Net proceeds of WHA office buildings 2. Net proceeds of HEMRAJ's RBFs #1 3. Net proceeds of WHA's WH #1 4. Net proceeds of WHA's WH #2 5. Net proceeds of HEMRAJ's RBFs #2 6. Listing of HEMRAJ's utility & power businesses Total
Full amount 1,600 ‐ 1,800 6,500 ‐ 7,000 3,800 ‐ 4,000 3,800 ‐ 4,000 6,500 ‐ 7,000 4,435 ‐ 6,035 26,635 ‐ 29,835
Due date Jun ‐ Jul 15 Nov ‐ Dec 15 Nov ‐ Dec 15 Nov ‐ Dec 16 Nov ‐ Dec 16 2016 ‐ 17
Source: WHA, KT ZMICO Research
Figure 2: Summary of the deal’s financing
Source: WHA, KT ZMICO Research
Figure 3: Guidance of gearing ratios by WHA
Source: WHA, KT ZMICO Research
REFER TO DISCLOSURE SECTION AT THE END OF THE NOTES page 2 of 5
Figure 4: KTZ’s estimate of WHA’s gearing ratios (70.00% vs. 92.88% stake)
Source: WHA, KT ZMICO Research
Figure 5: Right offering to existing shareholders New shares for capital increase (m) Price per share Total amount (Btm)
350.5 25.50 8,938
Figure 6: Warrants to be given to shareholders who subscribed and paid for shares under the right offering New warrants (m) Term of warrants
117 5 years from issuance date Allocated to shareholders who subscribed Allocation and made payment for newly issued shares method at the allocation ratio of 1 unit of warrants per 3 units of subscribed shares Exercise period Jun, Dec (1st exercise = 25 Dec 15) Exercise ratio 1:1 Exercise price (Bt) 35.00 Source: WHA, KT ZMICO Research
Source: WHA, KT ZMICO Research
REFER TO DISCLOSURE SECTION AT THE END OF THE NOTES page 3 of 5
FINANCIAL TABLE PROFIT & LOSS (Btmn) Revenues Cost of sales and service Gross profit SG&A EBITDA Depreciation & amortization EBIT Interest expense Other income / exp. EBT Corporate tax Forex gain (loss) Extra Items Gain (loss) from affiliates Net profit Reported EPS Fully diluted EPS Core net profit Core EPS Dividend (Bt) BALANCE SHEET (Btmn) Cash and equivalents Accounts receivable Inventories PP&E‐net Other assets Total assets ST debt & current portion Long‐term debt Total liabilities Paid‐up shares Shareholder equity Total liab. & shareholder equity CASH FLOW (Btmn) Net income Forex and other extraordinary adjustments Depreciation & amortization Change in working capital Cash flow from operations Capex (Invest)/Divest Others Cash flow from investing Debt financing (repayment) Equity financing Dividend payment Others Cash flow from financing Net change in cash Free cash flow FCF per share (Bt) PROFITABILITY Revenue growth (%) EBITDA growth (%) EPS growth (%) Gross margin (%) EBITDA margin (%) Operating margin (%) Net margin (%) Core profit margin (%) Effective tax rate (%)
2012 2,169 (1,743) 426 (68) 507 105 402 (149) 45 298 (41)
2013 7,085 (5,141) 1,945 (132) 2,033 137 1,896 (183) 84 1,797 (249)
2014 4,888 (3,269) 1,619 0 1,677 179 1,497 (295) 170 1,372 (224)
2015E 12,753 (8,108) 4,646 0 8,189 130 8,059 (2,186) 1,716 7,589 (420)
2016E 11,990 (7,199) 4,791 0 8,383 175 8,208 (1,676) 2,347 8,880 (838)
0 0 212 0.30 0.00 212 0.30 0.00
0 (1) 1,464 1.60 0.00 1,464 1.60 1.10
0 (8) 979 1.02 0.00 1,079 1.02 0.00
0 0 5,182 3.96 0.00 3,020 3.96 1.77
0 0 5,363 4.10 0.00 3,469 4.10 1.84
2012E 979 21 ‐ 26 7,272 8,298 990 2,605 5,410 510 2,887 8,298
2013 320 48 ‐ 43 10,637 11,049 290 4,202 6,895 918 4,154 11,049
2014 371 104 ‐ 67 15,410 15,952 657 8,369 11,472 964 4,480 15,952
2015E 1,904 245 ‐ 1,774 74,498 78,420 14,563 32,504 55,020 1,314 23,400 78,420
2016E 2,046 49 ‐ 1,780 65,897 69,772 3,084 35,004 43,011 1,314 26,762 69,772
2012 212 (217) 105 (99) (90) (2,752) 873 (1,878) 1,242 1,678 0 0 2,920 22 (5,074) ‐7.17
2013 1,464 (1,633) 137 136 214 (6,875) 5,122 (1,753) 981 0 (96) 0 884 974 (13,227) ‐14.41
2015E 5,182 (577) 130 3,412 8,672 3,829 (34,305) (30,476) 36,602 8,938 0 (22,203) 23,337 371 10,388 7.94
2016E 5,363 (4,152) 175 (1,983) (174) 6,120 5,508 11,627 (8,979) 0 (2,332) 0 (11,311) 1,904 1,665 1.27
2012 881.7 (6.4) (86.3) 19.6 23.4 16.5 9.8 9.8 (16.0)
2013 226.7 301.2 431.7 27.4 28.7 25.6 20.7 20.7 (14.5)
2014 979 (1,307) 179 (69) 4 (6,574) 1,975 (4,599) 5,298 0 (652) 0 4,647 320 (14,618) ‐15.17 2014 (31.0) (17.6) (36.4) 33.1 34.3 27.3 20.0 22.1 (18.0)
2015E 160.9 388.4 289.9 36.4 64.2 29.1 40.6 23.7 (18.0)
2016E (6.0) 2.4 3.5 40.0 69.9 29.6 44.7 28.9 (18.0)
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DISCLAIMER This document is produced using open sources believed to be reliable. However, their accuracy and completeness cannot be guaranteed. The statements and opinions herein were formed after due and careful consideration for use as information for the purposes of investment. The opinions contained herein are subject to change without notice. This document is not, and should not be construed as, an offer or the solicitation of an offer to buy or sell any securities. The use of any information contained in this document shall be at the sole discretion and risk of the user.
KT ZMICO RESEARCH – RECOMMENDATION DEFINITIONS STOCK RECOMMENDATIONS BUY: Expecting positive total returns of 15% or more over the next 12 months OUTPERFORM: Expecting total returns between ‐10% to +15%; returns expected to exceed market returns over a six‐month period due to specific catalysts UNDERPERFORM: Expecting total returns between ‐10% to +15%; returns expected to be below market returns over a six‐month period due to specific catalysts SELL: Expecting negative total returns of 10% or more over the next 12 months
SECTOR RECOMMENDATIONS OVERWEIGHT: The industry, as defined by the analyst's coverage universe, is expected to outperform the relevant primary market index by at least 10% over the next 12 months. NEUTRAL: The industry, as defined by the analyst's coverage universe, is expected to perform in line with the relevant primary market index over the next 12 months. UNDERWEIGHT: The industry, as defined by the analyst's coverage universe, is expected to underperform the relevant primary market index by 10% over the next 12 months.
REFER TO DISCLOSURE SECTION AT THE END OF THE NOTES page 5 of 5
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KT•ZMICO Securities Company Limited
st
8 , 15 -17 , 19 , 21 Floor, Liberty Square Bldg., 287 Silom Road, Bangrak, Bangkok 10500 Telephone: (66-2) 695-5000
Phaholyothin Branch
rd
Fax. (66-2) 631-1709
Ploenchit Branch
th
nd
2
Sindhorn Branch
3 Floor, Shinnawatra Tower II,
8 Floor, Ton Son Tower,
1291/1 Phaholyothin Road,
900 Ploenchit Road, Lumpini,
Floor, Sindhorn Tower 1, 130-132 Wireless Road, Lumpini,
Phayathai, Bangkok 10400
Pathumwan, Bangkok 10330
Pathumwan, Bangkok 10330
Telephone: (66-2) 686-1500
Telephone: (66-2) 626-6000
Telephone: (66-2) 627-3550
Fax. (66-2) 686-1666
Fax. (66-2) 626-6111
Fax. (66-2) 627-3582, 627-3600
Nakhon Pathom Branch 1156 Petchakasem Road, Sanamchan Subdistrict, Amphoe Meuang , Nakhon Pathom Province 73000 Telephone: (034) 271300 Fax: (034) 271300 #100
Chachoengsao Branch
Viphavadee Branch
Phitsanulok Branch
G Floor, Lao Peng Nguan 1 Bldg.,
Krung Thai Bank, Singhawat Branch
333 Soi Cheypuand, Viphavadee-Rangsit Road,
114 Singhawat Road,
Ladyao, Jatujak, Bangkok 10900
Muang, Phitsanulok 65000
Telephone: (66-2) 618-8500
Telephone: 083-490-2873
Fax. (66-2) 618-8569
th
Chonburi Branch
Pattaya Branch
108/34-36 Mahajakkrapad Road,
4 Floor, Forum Plaza Bldg.,
382/6-8 Moo 9, T. NongPrue,
T.Namuang, A.Muang,
870/52 Sukhumvit Road, T. Bangplasoy,
A. Banglamung, Cholburi 20260
Chachoengsao 24000
A. Muang, Cholburi 20000
Telephone: (038) 362-420-9
Telephone: (038) 813-088
Telephone: (038) 287-635
Fax. (038) 362-430
Fax. (038) 813-099
Fax. (038) 287-637
Khon Kaen Branch
5th Floor, Charoen Thani Princess Hotel,
Hat Yai Branch
Sriworajak Building Branch
200/301 Juldis Hatyai Plaza Floor 3,
1st – 2nd Floor, Sriworajak Building, 222
260 Srichan Road, T. Naimuang,
Niphat-Uthit 3 Rd,
Luang Road, Pomprab,
A. Muang, Khon Kaen 40000
Hatyai Songkhla 90110
Bankgok 10100
Telephone: (043) 389-171-193
Telephone: (074) 355-530-3
Telephone: (02) 689-3100
Fax. (043) 389-209
Fax: (074) 355-534
Fax. (02) 689-3199
Central World Branch
Chiang Mai Branch
Phuket Branch
999/9 The Offices at Central World,
422/49 Changklan Road, Changklan
22/61-63, Luang Por Wat Chalong Road,
16th Fl., Rama 1 Rd, Pathumwan,
Subdistrict, Amphoe Meuang,
Talat Yai, Mueang Phuket,
Bangkok 10330
Chiang Mai 50100
Phuket 83000
Telephone: (66-2) 673-5000,
Telephone: (053) 270-072
Tel. (076) 222-811,(076) 222-683
(66-2) 264-5888 Fax. (66-2) 264-5899
Fax: (053) 272-618
Fax. (076) 222-861
Pak Chong Branch
Cyber Branch @ North Nana
173 175, Mittapap Road,
Krung Thai Bank PCL, 2 Floor, North Nana Branch 35 Sukhumvit Rd.,Klong Toey Nua Subdistrict , Wattana District, Bangkok 10110 Telephone: 083-490-2871
Nong Sarai, Pak Chong, Nakhon Ratchasima 30130 Tel. (044) 279-511 Fax. (044) 279-574
Nakhon Ratchasima Branch
Bangkhae Branch
6th Floor The Mall Group Building Bangkhae 275 Moo 1 Petchkasem Road, North Bangkhae, Bangkhae, Bangkok 10160 Tel. (66-2) 454-9979 Fax. (66-2) 454-9970
624/9 Changphuek Road, . Naimaung, A.Maung, Nakhon Ratchasima 30000 Telephone: (044) 247222 Fax: (044) 247171 Information herein was obtained from sources believed to be reliable, but its completeness and accuracy are not guaranteed. All opinions expressed constitute our views on that date and are not intended as an offer or solicitation to sell or buy any securities. Investors should exercise care when making a decision to invest in securities. No one may modify or distribute any part of this report unless written permission is first received from Seamico Securities Plc. If any modifications are made, quotes or references taken from the report and the report date must be clearly mentioned and must not cause misunderstanding or damage to the company.