investor day - cerved company...1)return adjusted for €0.205 dividend per share distributed in may...
TRANSCRIPT
May 10th, 2016
Cerved Information Solutions S.p.A.
Investor Day
1
09:30 Opening Remarks Gianandrea De Bernardis (Executive Vice Chairman)
09:35 Executive Summary Marco Nespolo (CEO)
09:40 Credit Information – Financial Institutions Marco Nespolo (CEO)
09:55 Credit Information – Corporate Roberto Mancini (Chief Commercial Officer)
10:10 First Q&A session
10:25 Marketing Solutions Roberto Mancini (Chief Commercial Officer)
10:35 Credit Management Andrea Mignanelli (CEO Cerved Credit Management)
10:50 Product and Service Innovation Marco Nespolo (CEO)
11:00 Second Q&A session
11:15 M&A Pietro Masera (Head of Corporate Development & IR)
11:25 Finance Giovanni Sartor (Chief Financial Officer)
11:35 Strategic Outlook and Closing Remarks Marco Nespolo (CEO)
11:45 Third Q&A session
12:00 Refreshments
Today’s agenda
Time Agenda Presenter
2
Bain Capital & Clessidra acquire
Cerved and merge it with Lince
Cerved’s History & Recent Years
Spin-off of Cerved from Chambers of
Commerce
Incorporation of Cerved
Public Company November 2015
Acquisition of Cerved by CVC Capital Partners
IPO on 24 June 2014
Cerved has entered into a new era upon becoming a public company in November 2015 with the full exit of CVC Capital Partners, after the IPO in June 2014
Private equity ownership had begun in 2008 with the acquisition by Bain Capital & Clessidra, succeeded by CVC Capital Partners in early 2013
Today’s status as “national champion” began in 2009, with the merger of Cerved with Lince under the ownership of Bain Capital & Clessidra
1974 1995 2008 2014 2013 2015
Successful track record since creation of “national champion” in 2009
Bain Capital acquires Lince
2006
3
Recent Governance Events
Marco Nespolo succeeds Gianandrea De Bernardis as CEO
March 25th 2016
Slate of Candidates submitted by the outgoing Board of Directors
Declaration by Gianandrea De Bernardis to accept relevant
executive powers but not the role of CEO
April 29th 2016
Ordinary Shareholders’ Meeting appoints the Board of Directors
and determines number of members, duration of mandate and
remuneration
May 3rd 2016
Fabio Cerchiai confirmed as Chairman
Gianandrea De Bernardis appointed as Executive Vice Chairman
Marco Nespolo appointed as Chief Executive Office
4
Introduction to Marco Nespolo
CEO TeamSystem CEO TeamSystem
& Lince CEO Cerved
Operating Partner Bain Capital COO Cerved
Marco Nespolo
Gianandrea De Bernardis
As Operating Partner of Bain Capital, Marco Nespolo has been closely involved with Cerved since 2008, and even with Lince which was acquired by Bain Capital in 2006
Marco joined Cerved as GM & Chief Operating Officer in July 2013, responsible for Marketing & Product Development, Operations, IT, Rating & Analytics, Marketing Solutions and Human Resources
Bain Capital & Clessidra acquire
Cerved and merge it with Lince
Bain Capital acquires Lince
Bain Capital acquires TeamSystem
Public Company November 2015
CVC acquires Cerved
IPO of Cerved
2004 2006 2008 2014 2013 2015
Marco has been fully involved in Cerved since its acquisition by Bain Capital in 2008
5
Cerved’s Share Price Performance
Cerved’s share price has benefited from the quality of the business and its consistent financial performance
The quality of the Cerved business coupled with its financial results have allowed it to grow +47%1) since the IPO, priced at €5.10 per share, significantly outperforming the Italian FTSE Mid-Cap Index
Cerved’s share price performance has been achieved in spite of CVC Capital Partners placing 55.7% of shares in 3 separate ABBs during the course of 2015, for a total value of €705m
55.7%
39.3%
24.4%
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
70.0%
80.0%
90.0%
100.0%
80.0%
90.0%
100.0%
110.0%
120.0%
130.0%
140.0%
150.0%
160.0%
CVC Stake % CERVED Italian FTSE Mid-Cap Index
ABB I €203m (@6.35)
ABB II €190m (@6.55)
ABB III €312m (@6.55)
1)Return adjusted for €0.205 dividend per share distributed in May 2015; share price as of 6 May 2016
6
09:30 Opening Remarks Gianandrea De Bernardis (Executive Vice Chairman)
09:35 Executive Summary Marco Nespolo (CEO)
09:40 Credit Information – Financial Institutions Marco Nespolo (CEO)
09:55 Credit Information – Corporate Roberto Mancini (Chief Commercial Officer)
10:10 First Q&A session
10:25 Marketing Solutions Roberto Mancini (Chief Commercial Officer)
10:35 Credit Management Andrea Mignanelli (CEO Cerved Credit Management)
10:50 Product and Service Innovation Marco Nespolo (CEO)
11:00 Second Q&A session
11:15 M&A Pietro Masera (Head of Corporate Development & IR)
11:25 Finance Giovanni Sartor (Chief Financial Officer)
11:35 Strategic Outlook and Closing Remarks Marco Nespolo (CEO)
11:45 Third Q&A session
12:00 Refreshments
Today’s agenda
Time Agenda Presenter
7
Cerved’s Management Team and Board of Directors
Cerved has a strong and motivated management team, and its key members will be presenting today
The recently elected Board of Directors has a total of 11 members, of which the absolute majority of 6 are independent directors, and the remaining 5 are managers with executive functions
Cerved benefits from a solid group of managers and directors
F. Cerchiai
Chairman
M. Nespolo
CEO
M. Caverni R. Mancini
A. Regina A. Mignanelli
S. Delle Curti G. Bongiorno
V. Montanari M. Fumagalli
Independent Executive
6 Independent members out
of a total of 11 (55%)
G. De Bernardis
EVC
Marco Nespolo Chief Executive Officer
Giovanni Sartor Chief Financial Officer
Roberto Mancini Chief Commercial
Officer
Andrea Mignanelli CEO of Cerved Credit
Management
Pietro Masera Head of Corporate
Development and Investor Relations
Key Managers Presenting Today
8
Cerved’s Financial Performance
Consistent Revenue, EBITDA and Cash Flow growth
Note: 2011 and 2012 EBITDA adjusted for shareholder’s fees and 2011 adjusted to review the useful life estimate of the database
Revenue Growth EBITDA Growth
Revenue (€m) EBITDA (€m)
138 145 152 160 171
2011 2012 2013 2014 2015
267 291 313 331 353
2011 2012 2013 2014 2015
+6.7%/ 1.6% +7.4% /
+3.9%
% / % Total Growth % / Organic Growth %
+5.1% / +3.8% +6.7%/
+5.2%
Cash Flow Growth
Operating Cash Flow (€m)
114 111 108 126 136
2011 2012 2013 2014 2015
+7.9% +5.0%
9
Summary Business Model and Strategy
Business Model Business Strategy
Resiliency
Cash Flow Growth
Business model and strategy remain consistent with our recent track-record
Innovation/differentiation
Data, scoring, user experience
Organic growth initiatives
new services, x-selling, new segments
Bolt-on M&A
Existing or adjacent businesses, in Italy
Operational Excellence initiatives
10
Today’s agenda
09:30 Opening Remarks Gianandrea De Bernardis (Executive Vice Chairman)
09:35 Executive Summary Marco Nespolo (CEO)
09:40 Credit Information – Financial Institutions Marco Nespolo (CEO)
09:55 Credit Information – Corporate Roberto Mancini (Chief Commercial Officer)
10:10 First Q&A session
10:25 Marketing Solutions Roberto Mancini (Chief Commercial Officer)
10:35 Credit Management Andrea Mignanelli (CEO Cerved Credit Management)
10:50 Product and Service Innovation Marco Nespolo (CEO)
11:00 Second Q&A session
11:15 M&A Pietro Masera (Head of Corporate Development & IR)
11:25 Finance Giovanni Sartor (Chief Financial Officer)
11:35 Strategic Outlook and Closing Remarks Marco Nespolo (CEO)
11:45 Third Q&A session
12:00 Refreshments
Time Agenda Presenter
11
Market and Key Drivers
Credit Information Market – Financial Institutions (€m) Key drivers for Cerved
1. Pricing pressure (a-cyclical)
2. New bank lending (pro-cyclical)
3. Real estate segments (pro-cyclical)
4. Monitoring (anti-cyclical)
5. Bank consolidation (a-cyclical)
6. Bank sophistication (a-cyclical)
7. Bank regulation (a-cyclical)
123 119 120 119
118 98 97 100
41 40 39 43
110 102 103 107
2011 2012 2013 2014
(0.8)%
1.5%
(5.3)%
(1.1)%
(2.0)%
Source: PwC, Cerved
Consumer
Information
Rating &
Analytics
Real Estate
Business
Information
CAGR
‘11-’14
Cerved boasts a strong market position in all segments, exception made for Consumer Information
The bank credit information market declined until 2013 largely due to a sharp contraction in the volume of new bank lending and pricing pressure
Almost all segments of the market finally returned to growth in 2014, and conditions continue to improve in 2015 and 2016
Key drivers are pricing pressure and the volume of new bank lending
Stable
Positive
Positive
Stable
Negative
Positive
Outlook
Positive
12
Breakdown of Credit Information
91 89 88 83 82
27 24 25
26 29
17 15 14
13 13
2011 2012 2013 2014 2015
Revenue breakdown Key comments
Rating & Analytics
Growth from solicited ratings (launched in 2014)
Decline in ECAI products in 2011-2012
Real Estate
Growth from Appraisals (launched in 2013)
Lower margins than Business Information
Business Information
Pricing pressure on large banks, now stabilized after contract renewals
Strong margins
2.0%
(8.1%)
(0.8%)
(3.1%)
CAGR ‘11-’14
(0.7%)
12.4%
(0.8%)
%’15 vs’14 135
127 126 122 125
The decline in Business Information was compensated by growth in Real Estate
13
Business Information Segment
Revenues broken down by Contract Type Key Characteristics of Contracts
Flat Fee Contracts
- c.10 bank groups, including Italy’s largest banks
- Average residual weighted life of 3.2 years
- Longest contracts expire on 31/12/2020
Consumption Contracts
- Revenues based on actual consumption, in some cases with guaranteed minimums
- Includes the majority of Popolari banks, as well as “service centers” which serve smaller banks
Cerved is the leading market player in the Business Information segment with financial institutions: approx. 750 clients covered by approx. 150 contracts
Two pricing models are applied to clients: “Flat Fee” for very large banks with unlimited consumption and/or guaranteed minimums, “Consumption” for other banks based on volumes and unit prices
Recent product innovation has included: Cerved Group Score, coverage of “non-registered” companies, anti-money laundering and decision analytics applications
Business Information is the heart of Cerved’s activity
Flat Fee 55%
Consumption 45%
14
Popolari Consolidation Risk
Popolari Banks object of the Decree Factors for the impact on Cerved
Overlap of underlying client bases
Bank leading the consolidation
Level of operational integration pursued
Competition from other players
Level of sophistication of the merged bank
Pursuant to Legislative Decree no. 3 of 24 January 2015, Italy’s 10 largest Popolari Banks are required to review their by-laws in order to create suitable conditions for their consolidation
In 2015 Cerved generated €13m of Business Information revenues from 6 banks
The impact from the consolidation is currently impossible to assess due to specific elements related to the business combinations
Timing is also difficult to assess: we expect the consolidation to occur in the latter part of 2016 and in 2017, hence impacts for Cerved will be subject to a timelag
Popolari banks consolidation is expected to have a minor impact on Cerved in the next 1-3 years
4 Non-clients
Flat Fee €5m
Consumption €8m
6 Clients €13m
10 Popolari Banks
15
Real Estate and Cerved Rating Agency
Real Estate Cerved Rating Agency
Main Products
Key Figures
Land Registry Reports
Verification of assets and security
Real Estate Appraisals
Value assessment of mortgage
collateral (residential,
commercial)
Business Process Outsourcing
(Mortgages) service and platform
being launched
Double digit organic growth in 2015 to €30m
30% market share (current segments)
55.000 appraisals issues in 2015
Public and Private Rating for Institutional Investors
for Italian mini-bonds, private
placements, direct lending, etc
ECAI Rating for regulatory capital allocation
Private Ratings for securitizations and disposal
of performing and non performing assets
#1 Rating Agency in Europe by number of corporate ratings issues
130 analysts
>300 Corporate Solicited Ratings
c.25.000 ECAI ratings
3 out of 4 bonds issued by Italian SMEs are rated by Cerved Rating Agency
16
Key Facts
High market share in the mature Business Information segment, with improving volume outlook
compensating for some pricing pressure
Growth potential in all other segments, from both market outlook and market share gain
Strategic Pillars
Continue to focus on product innovation, to defend share and enable up-selling in Business Information
Continue to expand product offering in other segments
Complement organic growth with selected bolt-on acquisitions (eg, RL Value)
Key initiatives
Roll out offering for the Consumer Information segment thanks to a renewed partnership with Experian
Launch mortgage services for banks to enter into value-added outsourcing segments (BPO)
Continue to expand Rating&Analytics value proposition
Objective
Flat to low single-digit organic Revenue growth in the Financial Institutions segment
Strategic Outlook for Credit Information - Financial Institutions
17
Today’s agenda
09:30 Opening Remarks Gianandrea De Bernardis (Executive Vice Chairman)
09:35 Executive Summary Marco Nespolo (CEO)
09:40 Credit Information – Financial Institutions Marco Nespolo (CEO)
09:55 Credit Information – Corporate Roberto Mancini (Chief Commercial Officer)
10:10 First Q&A session
10:25 Marketing Solutions Roberto Mancini (Chief Commercial Officer)
10:35 Credit Management Andrea Mignanelli (CEO Cerved Credit Management)
10:50 Product and Service Innovation Marco Nespolo (CEO)
11:00 Second Q&A session
11:15 M&A Pietro Masera (Head of Corporate Development & IR)
11:25 Finance Giovanni Sartor (Chief Financial Officer)
11:35 Strategic Outlook and Closing Remarks Marco Nespolo (CEO)
11:45 Third Q&A session
12:00 Refreshments
Time Agenda Presenter
18
Market and Key Drivers
Credit Information Market – Corporates (€m) Key drivers for Cerved
1. Underpenetration of use of business information by Italian corporates (a-cyclical)
2. Commercial effectiveness (a-cyclical)
3. GDPgrowth/ industrial growth/ number of transactions (pro-cyclical)
4. Monitoring (anti-cyclical)
270 275 290 291
2011 2012 2013 2014
2.5%
Source: PwC, Cerved
Cerved is the leading player in the market with a share just below 50%
Regardless macro conditions, the market has always grown due to the increasing penetration of the use of Business Information within the highly fragmented Italian corporate market
Cerved has grown more than the market, thanks also to M&A transactions (Honyvem in 2011 and Experian Data Services in 2013)
Key drivers are underpenetration and commercial effectiveness
Positive
Positive
Positive
Neutral
Outlook
19
Sizing the Underpenetration Opportunity
Origin of New Cerved Clients as per Cerved Customer Satisfaction Analyses (2011-2014)
Cerved’s market currently stands at an estimated value of €290m
The estimated full market potential stands at approx. €400m thus an increase of +38%
Such increase is expected in the long term and derives from new clients to the sector coupled with increased use by existing clients
Market data seems to be certified by Cerved’s customer satisfaction analyses on the origin of new clients, with the absolute majority being new to the sector
We estimate that the market can grow up to 38% in the long term thanks to increased penetration
«Prior to signing your contract with Cerved, did you use other services on business/ commercial information?»
57% 52% 58% 68%
43% 48% 42% 32%
2011 2012 2013 2014
No Yes
Market Potential as per Bain & Co. and Cerved Analysis (€m)
46 90
7
143 35
90
22
147
30
45
35
110
Top Medium/Large Small/Very
Small
Total
Cerved Others Potential
111
225
64
400
20
Cerved Revenues 2008-2015
Cerved Corporate Revenues 2008-2015 (2008 and 2009 pro-forma Cerved & Lince)
95
102 108
124 129
138 143 143
2008 2009 2010 2011 2012 2013 2014 2015
Cerved & Lince merger
Honyvem Experian Data Services
Overall CAGR of 6.0% is a combination of organic growth coupled with acquisitions, Honyvem in 2011 and Experian Data Services in 2013
Organic growth figures are impacted by “shrinkage” effect of newly acquired targets, which typically contract in the 12-24 months following the acquisition
Recent decline in organic growth in 2015 mainly due to a decline in sales force effectiveness, dealt with by the sales force revamp launched in 2015
9.2%
Cerved Corporate Revenues have increased at a CAGR of 6.0% from 2008 to 2015, including M&A
3.6%
6.0%
21
Overview of Cerved Corporate Client Base
In 2015 Cerved generated €143m Revenues with approx. 30k clients
Approx. 32% of Revenues were generated with <1k “Top” clients with highly sophisticated requirements and an ARPU on average of €70k
Approx. 63% of Revenues arise from “Medium-Large” clients with an average ARPU of €7.5k. The smaller sized clients typically buy “off the shelf” products
Only an estimated 5% of Revenues are with “Small” and “Micro” clients with an average ARPU below €2k
Cerved mainly focuses on larger clients, with higher ARPU and more sophisticated requirements
Cerved Revenue Breakdown 2015 Key Characteristics by Client Cluster
Very Small/ Micro
Small
Top
€90m
€46m
€5m
€2m
€143m
12k
<1k
4k
13k
30k
Medium Large
# Clients 2015 Revenues
Client ARPU Product/
Integration
Top €70k Ad-hoc projects with high
level of integration
Medium/Large €7.5k Some integration for larger
clients, limited for others
Small €1.3k “Off the shelf” products
Very Small/Micro <€200 Credit card purchases on
Cervedirect.com
22
Overview of Corporate Go-to-Market
The corporate sales force is segmented into four separate sales channels to best meet client needs
Key Accounts are Cerved employees, key objectives are upselling and retention
Field Sales Agents work exclusively for Cerved on a commission basis, key objectives are upselling and the acquisition of new clients, also via telemarketing operations
Small accounts are managed via internal or external teleselling units, key objectives are upselling and scouting for new clients
Post “revamp”, the corporate sales force is tailored to best meet the requirements of the client base
Sales Force by Client Cluster Sales Force Structure
Field Sales Agents, organised by geography
Key Accounts, organized vertically and geographically
Teleselling (centralized structure)
Website
Sales Channel
Regional Managers
Area Managers
Field Sales Agents
6
26
Approx. 170
Top Clients Responsible
Vertical Managers
Key Accounts
1
3
Approx. 20
Teleselling Responsible
Telesellers
1
Approx. 15
Very Small/ Micro
Small
Top
Medium Large
23
Strategic Projects for the Corporate Division
The Sales Force Revamp was launched in September 2015 and is expected to be fully implemented by June 2016 (certain areas are ongoing, eg reinforcing the network)
Cerved is currently arranging for a Product Revamp, which will begin to be implemented in September 2016, with the objective of being finalised in Q2 2017
Key objectives of the Product Revamp are to ensure that each client category is “matched” to a set of products and services which best meets its requirements
Cerved is now launching a Product Revamp following the successful implementation of Sales Force Revamp
Update on Sales Force Revamp Timing of Sales Force Revamp vs Product Revamp
2015 2016 2017
H1 H2 H1 H2 H1 H2
PLAN IMPLEMENTATION RESIDUAL
PLAN IMPLEMENTATION RESIDUAL
Sales Force
Revamp
Product Revamp
Key
Initiatives
New Go-to-Market
Teleselling for Small Clients
Salesforce Reinforcement
New CRM
Churn Reduction
Initiatives
Finalised
Advanced
Advanced Advanced New Initiative
Finalised
24
4.8% 5.0%4.3%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
-
20
40
60
80
100
120
140
160
180
2013 2014 2015
Lost Points & Other Consumption * Sales (incl. MS) Growth Organic Consumption
Yearly Revenues are the sum of (i.) consumption of points PLUS (ii.) lost points and other changes
The contraction in lost points in 2015, which fell from €11m to €6m, was due to the post-acquisition impact of Experian Data Services in 2013 coupled with the implementation of a new commercial policy
Consumption of Credit Information points on an organic basis has remained healthy between 2013 and 2015, ranging between 4.3% and 5.0%
Revenues Broken Down by Consumption and Lost Points
Sales, Consumption and Lost Points & other 2013-2015 (€m)
Revenues in 2015 suffered from a one-off contraction in lost points, otherwise consumption of points was healthy
* Excluding the impact of acquisitions
25
Key Facts
Long term market potential stands at €400m representing an increase of 38% vs. current values
Key driver of growth is the underpenetration of the use of business information by Italian corporates
Strategic Pillars
Strong push on integrating large/top clients and attracting new, medium-small clients, where the level
of underpenetration is highest
Complement organic growth with selected bolt-on acquisitions
Key initiatives
Completion of the “Sales Force Revamp”, gradually positively impacting revenues throughout 2016
Launch the “Product Revamp” in order to ensure competiveness of Cerved’s products
Objective
Mid single-digit organic Revenue growth in the Corporate segment
Strategic Outlook for Credit Information - Corporate
26
Today’s agenda
09:30 Opening Remarks Gianandrea De Bernardis (Executive Vice Chairman)
09:35 Executive Summary Marco Nespolo (CEO)
09:40 Credit Information – Financial Institutions Marco Nespolo (CEO)
09:55 Credit Information – Corporate Roberto Mancini (Chief Commercial Officer)
10:10 First Q&A session
10:25 Marketing Solutions Roberto Mancini (Chief Commercial Officer)
10:35 Credit Management Andrea Mignanelli (CEO Cerved Credit Management)
10:50 Product and Service Innovation Marco Nespolo (CEO)
11:00 Second Q&A session
11:15 M&A Pietro Masera (Head of Corporate Development & IR)
11:25 Finance Giovanni Sartor (Chief Financial Officer)
11:35 Strategic Outlook and Closing Remarks Marco Nespolo (CEO)
11:45 Third Q&A session
12:00 Refreshments
Time Agenda Presenter
27
First Q&A Session
28
Today’s agenda
09:30 Opening Remarks Gianandrea De Bernardis (Executive Vice Chairman)
09:35 Executive Summary Marco Nespolo (CEO)
09:40 Credit Information – Financial Institutions Marco Nespolo (CEO)
09:55 Credit Information – Corporate Roberto Mancini (Chief Commercial Officer)
10:10 First Q&A session
10:25 Marketing Solutions Roberto Mancini (Chief Commercial Officer)
10:35 Credit Management Andrea Mignanelli (CEO Cerved Credit Management)
10:50 Product and Service Innovation Marco Nespolo (CEO)
11:00 Second Q&A session
11:15 M&A Pietro Masera (Head of Corporate Development & IR)
11:25 Finance Giovanni Sartor (Chief Financial Officer)
11:35 Strategic Outlook and Closing Remarks Marco Nespolo (CEO)
11:45 Third Q&A session
12:00 Refreshments
Time Agenda Presenter
29
8.9 9.9
12.8 14.7 13.8
2011 2012 2013 2014 2015
Overview of Marketing Solutions
Revenues since 2011 (€m)
+11.7%
The Marketing Solutions market is still underpenetrated and highly fragmented
Marketing Solutions products and services are largely derived from Cerved’s growing databases, and most of its clients are also clients of the Corporate segment
The Marketing Division’s go-to-market is via a dedicated network of field sales agents who work in close cooperation with the Corporate segment, due to the high client overlap
The division registered strong growth in 2013-2014 following a complete revamp of its product mix, coupled with the restructuring of its sales force. 2015 results suffered from an ineffective incentive system on cross-selling and minor focus from the Corporate sales force due to the revamp project
Significant complementarity with the Corporate segment
30
Offer portfolio has three main lines: Marketing & Database Platforms, Competitive Analysis, and Marketing Projects
Revenue mix is gradually moving toward platform-related products and services, which have characteristics which foster higher client retention
Recent product innovation has been particularly intense, with the launch of new marketing platforms (Marketing+, K-search) and new projects (internationalization projects, web analysis, marketing analytics)
24% 28%
43% 47% 51%
45% 32%
33% 23% 18%
31% 40%
25% 30% 31%
2011 2012 2013 2014 2015
Marketing & Database Platforms
Competitive Analysis
Marketing Projects
Product Offering
Products/ Description
Intense innovation of products portfolio
Indicative revenues breakdown
Marketing+
Geomarketing
K-search
DB for You
Company lists
Market overview
Market forecasts
Monitor
Target Countries
Competitive Intelligence
Business Predictor
Customer Satisfaction
Prospect Qualification
Demand Analysis
Marketing Analytics
Internationalization Projects
Web Analysis
Marketing &
Database Platforms
Marketing
projects Competitive
analysis
31
Rationale for the Acquisition of 70% of PayClick
Cerved’s Marketing Solutions division has historically been focused on the B2B sector, and the lead generation products and services had limited access to final clients
The acquisition of PayClick expands Cerved’s footprint by (i.) extending into the DEM sector, and (ii.) extending its offering also to B2C clients
PayClick has access to 12.5m contacts (10.5m consumers, 2m professionals) to which it actively markets products and services
We envisage interesting commercial synergies with Cerved’s existing Marketing Solutions and Corporate clients to whom we can offer a more complete range of products and services
PayClick extends and completes Cerved’s product offering to its Marketing Solutions clients
Competitive analysis
Benchmarking
Customer audit
Market research
Prospect qualification
Databases
Marketing platforms
Direct e-mail marketing
Display advertising
Performance marketing
Marketing Solutions PayClick
B2B
B2C
Market Footprint of Cerved and PayClick
Lead Generation
Performance Marketing
Market Analysis
32
Key Facts
Key driver of growth is the underpenetration of the use of marketing solutions by Italian corporates
Highly fragmented market, where Cerved ranks among the largest players despite its size
Currently focussed only on the “B2B” segment of the market, limited focus on consumers
Strategic Pillars
Continue to exploit cross-selling synergies with the Corporate segment sales force
Innovate the product offering to extend the range of uses of Marketing Solutions products for clients
Key initiatives
Focus sales force effort on marketing platforms and databases, aligning the objectives of the
Corporate and Marketing Solutions sales forces
Exploit commercial synergies with the recently acquired PayClick
Objective
High single-digit to low double-digit organic Revenue growth in the Marketing Solutions division
Strategic Outlook for Marketing Solutions
33
Today’s agenda
09:30 Opening Remarks Gianandrea De Bernardis (Executive Vice Chairman)
09:35 Executive Summary Marco Nespolo (CEO)
09:40 Credit Information – Financial Institutions Marco Nespolo (CEO)
09:55 Credit Information – Corporate Roberto Mancini (Chief Commercial Officer)
10:10 First Q&A session
10:25 Marketing Solutions Roberto Mancini (Chief Commercial Officer)
10:35 Credit Management Andrea Mignanelli (CEO Cerved Credit Management)
10:50 Product and Service Innovation Marco Nespolo (CEO)
11:00 Second Q&A session
11:15 M&A Pietro Masera (Head of Corporate Development & IR)
11:25 Finance Giovanni Sartor (Chief Financial Officer)
11:35 Strategic Outlook and Closing Remarks Marco Nespolo (CEO)
11:45 Third Q&A session
12:00 Refreshments
Time Agenda Presenter
34
Market and Key Drivers
Credit Management Market (€m) Key drivers for Cerved
1. Disposals & outsourcing by banks (a-cyclical)
2. Better collection rates (pro-cyclical)
3. NPL-related reforms (a-cyclical)
4. Market entry of new players (a-cyclical)
5. Growth in NPLs (anti-cyclical) Source: PwC, Cerved Note: Including DoBank in 2014
The Credit Management Division has achieved spectacular growth since 2011 from a combination of organic growth, large transactions, and M&A
The underlying market for the servicing of NPLs has been a key driver, fuelled by the increasing trend of banks to sell or outsource NPLs
We expect the trend to accelerate due to capital adeguacy requirements, increased government and regulatory pressure, and the positive impact of numerous reforms
Market currently suffering from an “overhang” effect as banks take time to assess recent reforms
Key drivers are the growth in NPLs coupled with increased disposals and outsourcing by banks
181 193 219 220
311 323 359 349
121 133
142 233
2011 2012 2013 2014
24.3%
4.0%
6.8%
9.4%
Bank NPLs(1)
Consumer
Corporate
CAGR
‘11-’14
Positive
Positive
Positive
Negative
Outlook
Negative
35
1.6
4.9 5.7 5.9
2.1
0.1
1.8
4.7 0.8
2012 2013 2014 Q3'15
Consumer and/or
Unsecured
Mixed
Secured and Other
Overview of NPL Volumes and Transactions
The gross value of bad debts (“sofferenze”) stood at c. €200bn at YE 2015, corresponding to a net book value of €89bn. The gross value of likely defaults (“incagli”) amounted to €127bn
The volume of NPLs sold by banks to date has however been fairly limited, and largely concentrated in the consumer/ unsecured segment
Nevertheless, Cerved has successfully grown its AUMs from €1.3bn in 2011 to €12.5bn by YE 2015, mainly from large organic deals, and complemented by quasi-organic M&A transactions
Breakdown of Non Performing Loans (€bn) NPLs Market Transactions (€bn)
Despite a surge in NPLs, the volume of NPLs sold has been limited to date
43 60
79 108
125 155
184 200
35
57
66
74
91
109
131 127
9
16
12
13
21
18
12 14
2008 2009 2010 2011 2012 2013 2014 2015
Bad debts
Likely defaults
Non performing past
due loans/exposures
Source: Cerved, Bank of Italy Source: Cerved, PwC
36
Cerved Product Offering
Market Map with Cerved’s Product Offering
First and foremost, Cerved’s Credit Management division is entirely independent, ie Cerved never owns the underlying NPLs/receivables, and Cerved is not captive to any banking group
All parts of the value chain: credit workout, legal services, asset remarketing
All types of clients: corporates, utilities, finance companies, banks and investors
All types of assets: small/ large, secured/ unsecured, consumer/ corporate, new/old
The largest independent player offering complete coverage of servicing market for NPLs and receivables
37
Banks &
Investors
43%
Corporates
14%
Utilities &
Finance
Co's
16%
Asset
Remark'ng
12%
Legal
Services
15%
Credit Management Division Revenues
Indicative Revenue breakdown PF20151) Illustrative EBITDA margins
Servicing of Receivables for corporates and utilities & finance companies largely relate to the Finservice and Recus legal entities, respectively
Servicing of Bank NPLs for financial institutions and investors arise from a combination of organic and quasi-organic transactions, such as Credito Valtellinese, Tarida and Banca Italease
Whereas the Receivables-related business is almost entirely related to credit workout, the NPL-related business covers all 3 areas of the value chain
Revenues are split 2/3 from servicing of NPLs and 1/3 from servicing of receivables
Asset
Remarketing
Small Tickets
Credit
Workout
Legal
Services
Advisory
0%
10%
20%
30%
40%
Receivables
Bank NPLs
1) including intercompany figures and pro-forma for Creval partnership for full year 2015
38
Revenue Breakdown 2015 (€m) 1) Credit Management Legal Entities
Corporate and Consumer Finance Segment
Cerved is launching a restructuring of the Recus and Finservice businesses following recent weak performance
Recus in particular suffered from significantly weaker volumes of problematic receivables generated by consumer finance companies, as well as from issues in the post-merger integration into Cerved
Cerved is currently merging Recus into Finservice (effective from 1 July 2016), and has recently appointed a new manager to run the combined businesses
EBITDA will benefit from synergies extracted from the merger, and the impact of the restructuring is expected to positively impact revenues starting in H2 2016
11.1
12.5
2015
Recent results have suffered significantly, restructuring is under way
Recus: stabilisation of Revenues
from H2 2016 as the consumer
credit and utilities markets
stabilise after two years of
decline
Finservice: stabilisation of
Revenues from Q2 2016 thanks to
improved cross-selling with the
Corporate sales force
Cerved Group
Recus
Cerved Credit Management
Group
Finservice
Cerved Credit Management
Cerved Legal Services
Finservice
Merger
1) including intercompany figures
39
34.3
9.6
12.4
2015
Bank NPLs Segment
Revenue Breakdown PF2015 (€m) 1) Cerved Assets Under Management (€bn)
Cerved has registered impressive growth since 2011 in the Bank NPLs segment of the Credit Management business, growing AuMs from 1.8bn in 2011 to 11.8bn in 2015
Such growth has been generated by a number of large servicing contracts, often involving the incorporation of the operations of the counterpart (Banca Italease, Tarida, Creval, BHW)
On 1 April 2015 Cerved completed a transaction with Credito Valtellinese, entering into a long-term partnership to service the bulk of its NPLs for a period of 10 years, and buying its servicing entity
A similar – albeit smaller – transaction was completed in March 2016 with BHW Bausparkasse AG
This is the key driver of growth for Cerved’s Credit Management division
1.8
7.8
10.3
12.5 12.6
2012 2013 2014 2015 Q1'16
Asset Remarketing: growth driven
by ReoCo agreements with clients
Legal Services: benefits from cross-
selling opportunities with clients
Credit Workout: driven by new
outsourcing agreements with banks
and/or distressed asset or private
equity funds; also includes due
diligence and advisory services
1) including intercompany figures and pro-forma for Creval partnership for full year 2015
40
Forecasts
0
50
100
150
200
250
20
04
20
05
20
06
20
07
20
08
20
09
20
10
20
11
20
12
20
13
20
14
20
15
20
16
20
17
20
18
20
19
20
20
Forecast Evolution of NPLs in Italy
Bad debt stock (€bn) in Italy Inertial Scenario and Key Reforms
Inertial scenario: NPLs expected to continue to grow to €216bn by 2020, albeit at a slow pace
Bankruptcy and foreclosure reforms: NPLs could decline to €175bn in 2020 (Bank of Italy favourable scenario) or €197bn (Cerved scenario)
GACS: assuming full benefits of GACS, NPLs could further fall to an estimated €107bn by 2020
Atlante: could potentially enhance the utilisation of the GACS reform
Since mid-2015 the Italian government has launched a host of reforms and initiatives aimed at creating the conditions that can assist banks in resolving their issues with NPLs
This has been accompanied by increased scrutiny on the health of banks launched by the ECB and the Bank of Italy, putting further pressure on the Italian banking system
We view all these initiatives very positively, although their impact in the short to medium term is difficult to predict and especially to quantify
Current situation reflects an “overhang”, with most banks uncertain on how to act
Shorter lenghts of procedures
Inertial scenario (7.3 years)
Shorter lenghts of procedure + full effectiveness of
GACS system
€216 bn
€175 bn
€107 bn
Numerous reforms have been launched to foster the reduction of NPLs
41
Market Potential for NPL-Related Transactions
Gross NPLs (“Sofferenze”, c.€200bn H1 2015) by Counterparty, Collateral and Debt Collection Method
Transactions regarding the sale of NPLs to date have chiefly regarded retail unsecured NPLs, with only 2 large transactions regarding the disposal of bank servicers (Unicredit and Credito Valtellinese)
Future market evolution is likely to involve banks increasingly selling or outsourcing portfolios of NPLs, even assuming that a relevant portion will continue to be managed internally by the banks
Cerved enjoys strong relationships with all the key banks in the Italian market, and its independence and institutional characteristics make it an ideal partner for banks
0%
20%
40%
60%
80%
100%
0% 20% 40% 60% 80% 100%
Selling Debts Servicing Managed Internally
By
co
lle
ctio
n m
eth
od
(2) (1)
Corporate secured 33% Corporate unsecured 46%
Residential 8%
Retail unsecured 13%
77%
58%
37% 18%
51%
53%
36%
19%
10%
31%
(€64bn) (€90bn) (€16bn) (€26bn)
By collateral and counterparty
The bulk of market growth regards areas which are currently managed internally by Italian banks
Source: Barclays, PwC analysis on Bank of Italy and Prometeia Notes: 1. Including DoBank; 2. Including support from external law offices
42
Alternatives for Italian Banks
Options for Banks Cerved Track Record on Major Portfolios
Banks have 4 viable options to manage their NPLs: (i.) sell the NPLs, (ii.) outsource the management of the NPLs, (iii.) sell their internal servicers (with or without NPLs), and (iv.) continue to manage the NPLs internally
Cerved enjoys a unique track record in having successfully completed transactions which cover all the options available to banks
The timing profile based on which the banks will effectively act however remains unclear
Sell bank’s servicer/platform (capital gain to reduce loss on NPLs disposal)
Outsource recovery/management
Sell NPLs
Continue to manage internally
Banks have numerous alternatives they can pursue to manage their NPLs, and Cerved can cover all
Tarida (€2.2bn)
Creval (€2.1bn)
BHW (€0.2bn)
Credit Agricole (€4.8 bn)
MPS (€0.7 bn)
Cerberus-Unicredit (€0.9 bn)
Cerberus-MPS (€0.6 bn)
Balbec-Intesa (€0.2 bn)
43
Key Facts
Pace of disposal and outsourcing of NPLs by banks is due to accelerate, also thanks to reforms
Cerved is the #1 independent player with a unique product offering in a highly fragmented market
Disappointing performance of the Corporate/ Consumer Finance segment
Strategic Pillars
Complete further “insourcing” transactions such as BHW, Tarida and Banca Italease
Use of capital for other “Creval-like” transactions involving the acquisition of servicers
Continue to improve collection rates in virtue of internal and external factors
Key initiatives
Actively position Cerved as an ideal partner for banks and investors in potential deals
Launched the restructuring of the Corporate and Consumer Finance segment
Objective
Low double digit organic Revenue growth in the Credit Management Division
Strategic Outlook for Credit Management
44
Today’s agenda
09:30 Opening Remarks Gianandrea De Bernardis (Executive Vice Chairman)
09:35 Executive Summary Marco Nespolo (CEO)
09:40 Credit Information – Financial Institutions Marco Nespolo (CEO)
09:55 Credit Information – Corporate Roberto Mancini (Chief Commercial Officer)
10:10 First Q&A session
10:25 Marketing Solutions Roberto Mancini (Chief Commercial Officer)
10:35 Credit Management Andrea Mignanelli (CEO Cerved Credit Management)
10:50 Product and Service Innovation Marco Nespolo (CEO)
11:00 Second Q&A session
11:15 M&A Pietro Masera (Head of Corporate Development & IR)
11:25 Finance Giovanni Sartor (Chief Financial Officer)
11:35 Strategic Outlook and Closing Remarks Marco Nespolo (CEO)
11:45 Third Q&A session
12:00 Refreshments
Time Agenda Presenter
45
Some examples from last 24 months
Strategy for Product and Service Innovation
Cerved dedicates significant resources in a 3-pronged strategy on product innovation
Data Sources & Scores Products & Platforms Partnerships
Web & open data
Real estate database and
scores
Data and scores on “non
registered companies”
Data on Public Administration
Dedicated scores for
Insurance Segment
Cerved Rating Agency
Marketing+ & DB-for-You
Graph-for-you
New Customer Monitoring
Platform for Banks
Payline Decision Engine
BPO for Mortgages
Consumer Information &
decision analytics (Experian)
Anti-money laundering
Cerved Credibility (credit on
self)
Proprietary technology and content
Increased Accuracy
Higher value-added output
Improved customer experience
Enriched value proposition
Cross-selling opportunities
46
Data Sources and Big Data
Data lies at the heart of Cerved’s value proposition and competitive advantage
Cerved Access to Data Sources Key Benefits from SpazioDati
Dataset enrichment: ability to retrieve, disambiguate and integrate new data (e.g. mapping and monitoring the whole Italian “corporate web” of about 1 mln websites)
Big Data Analytics: ability to deliver to our customers cutting edge competencies and technology in the field of big data and semantic analysis
Product Innovation: integration of SpazioDati capabilities and technology into Cerved offering
The partnership with SpazioDati is aimed at leveraging Cerved’s unique official and proprietary data backbone, enriching it with meaningful albeit less structured data available from the web
Cerved increased its stake in SpazioDati to 49.99% in March 2016 via a €833k capital increase
Cerved also renewed its agreement with Infocamere until 31 December 2019. Terms and conditions in line with the existing agreement
Web Data
Open Data
Proprietary data
Official data
Chamber of
commerce
C
O
M
P
L
E
X
I
T
Y
47
The partnership aims at providing Italian financial institutions and corporates with the most comprehensive suite of software solutions and datasets for the origination, monitoring and workout of consumer finance
With the new terms agreed in November 2015, the partnership has a clearer go-to-market strategy and more complete offering, with Cerved acting as the exclusive distributor in Italy of all Experian services on Cerved clients
The product offering is based on bundles which include data and software, analytics and consultancy services, fully leveraging on Experian’s offering
Consumer Information Partnership with Experian
Consumer Information Legal Entities Product Offering
Cerved and Experian entered into a partnership in 2011 which was renewed and improved in November 2015
Experian Holding Italia S.r.l.
Cerved Group S.p.A.
Experian Cerved Information Solutions S.p.A. (ECIS)
Consumer database
Software, Analytics,
Consultancy*
4.65% 95.35%
* Formerly in the Experian Decision Analytics S.r.l. legal entity, merged into ECIS in 2016
Consumer database credit bureau
information and scores for origination, monitoring and
collection
Analytics modeling and
scorecards on PD, anti-fraud, pricing, collection
and stress-testing
Software decision engines, anti-fraud solutions, data management and
decision management
Consultancy Basel III and more in
general credit management projects
48
Cerved Credibility
Cerved Credibility is a revolutionary product for Cerved and the Italian market
Cerved Credibility is a completely new service for the Italian market and enables Italian companies to check, monitor and manage their own credit file through an innovative platform
The flow of information is substantially “inverted” compared to Business Information
The platform was developed with Credibility Corporation, leaders in the US market
Key steps are: (i.) analysis of status quo (creditworthiness, benchmark vs industry etc.), (ii.) clients provide additional information to Cerved (financial statements, trade experiences, etc.) and (iii.) clients are informed if there are changes or third parties ask for additional information
49
Today’s agenda
09:30 Opening Remarks Gianandrea De Bernardis (Executive Vice Chairman)
09:35 Executive Summary Marco Nespolo (CEO)
09:40 Credit Information – Financial Institutions Marco Nespolo (CEO)
09:55 Credit Information – Corporate Roberto Mancini (Chief Commercial Officer)
10:10 First Q&A session
10:25 Marketing Solutions Roberto Mancini (Chief Commercial Officer)
10:35 Credit Management Andrea Mignanelli (CEO Cerved Credit Management)
10:50 Product and Service Innovation Marco Nespolo (CEO)
11:00 Second Q&A session
11:15 M&A Pietro Masera (Head of Corporate Development & IR)
11:25 Finance Giovanni Sartor (Chief Financial Officer)
11:35 Strategic Outlook and Closing Remarks Marco Nespolo (CEO)
11:45 Third Q&A session
11:45 Refreshments
Time Agenda Presenter
50
Second Q&A Session
51
Today’s agenda
09:30 Opening Remarks Gianandrea De Bernardis (Executive Vice Chairman)
09:35 Executive Summary Marco Nespolo (CEO)
09:40 Credit Information – Financial Institutions Marco Nespolo (CEO)
09:55 Credit Information – Corporate Roberto Mancini (Chief Commercial Officer)
10:10 First Q&A session
10:25 Marketing Solutions Roberto Mancini (Chief Commercial Officer)
10:35 Credit Management Andrea Mignanelli (CEO Cerved Credit Management)
10:50 Product and Service Innovation Marco Nespolo (CEO)
11:00 Second Q&A session
11:15 M&A Pietro Masera (Head of Corporate Development & IR)
11:25 Finance Giovanni Sartor (Chief Financial Officer)
11:35 Strategic Outlook and Closing Remarks Marco Nespolo (CEO)
11:45 Third Q&A session
12:00 Refreshments
Time Agenda Presenter
52
Cerved M&A Mission Statement
M&A Transactions since 2004
M&A has always complemented Cerved’s organic growth and remains a strategic priority
The contribution of M&A has typically been approx. 2%-3% of Revenues and EBITDA each year
Ideal targets are small, “bolt-on” companies, with favourable pricing and execution risk dynamics
Cerved will also consider larger transactions, on a highly selective basis
Exclusive focus on targets in Italy
De
al
Re
ve
nu
es €28m
Dec
2003
€6m
Dec
2007
€67m
Dec
2008
€16mm
Dec
2011
€10m
Mar
2013
n.m.
Start-up
€1m
Dec
2010
2004
€14m
Mar
2012
€0.5m
Dec
2013
€15.7m
Dec
2014
€8-9m
Dec
2015
n.m.
€8m
Dec
2015
2005 2008 2011 2012 2013 2013 2014 2014 2015 2016 2016 2011
Significant track record in executing bolt-on M&A transactions
53
Focus on Transactions since IPO
Recent transactions details
Deal EBITDA (€) Price (€) Stake% Division
SpazioDati Start-up 2.9m 49,9% Big Data
Recus 3.5m (2014) 18.8m 80% Credit Management
RLValue 0.4m (2014) 1.4m 100% CI – Financial Institutions
Creval 3.9m (2015) 21.7m 100% Credit Management
BHW Italia n.m. n.m. 100% Credit Management
PayClick 2.35m (2015) 14.1m 70% Marketing Solutions
SpazioDati: strategic partnership to extract value from Cerved’s database and Big Data sources
Recus: expansion of footprint in Credit Management for utilities and consumer finance companies
RLValue: consolidation of presence in real estate appraisals within Financial Institutions Credit Information
Creval: long term strategic partnership with Credito Valtellinese in Credit Management
BHW Italia: long term strategic partnership with BHW Bank in Credit Management
PayClick: expansion of product offering in Marketing Solutions, adding B2C contacts and DEM
M&A transactions since the IPO have taken place in all divisions as well as in adjacencies
54
Case Study on PayClick
Ownership Structure Key Data on PayClick
CEO and 30% shareholder: Luca Formicola
2015 Revenues: €7.8m
2015 EBITDA: €2.35m
Net Debt at Closing: €2.5m (net cash)
Price for 70%: €14.1m (paid on 13 March 2016)
Implied multiple: 7.5x 2015 EBITDA
Cerved’s M&A strategy aims at buying businesses with a strong focus on incentivising the entrepreneurs
Typical transaction structure entails Cerved acquiring a majority stake >50% to consolidate the target
The entrepreneur retains a minority stake with put & call options in the medium term, in order to foster the integration of the target and the maximisation of synergies
Shareholders Agreement with customary tag/drag-along, lock-up, underperformance and non-compete clauses
Rigorous due diligence investigations into the financial, legal, tax and business affairs of the target
The PayClick deal is a blueprint for M&A transactions with entrepreneurs
Cerved Group S.p.A.
Luca Formicola
30% 70%
ClickAdv S.r.l.
“PayClick”
Put & Call options
10% FY2016
10% FY2017
10% FY2018
55
M&A Strategy
CI
BI
CM
Adj.
MS
Advanced Preliminary Status
Mo
re
Less
Eff
ort
M&A Effort and Status
Healthy pipeline which includes transactions in all of Cerved’s divisions as well as in adjacent sectors
Recent track record has focussed on small, “bolt-on” transactions, however future deals may also include much larger targets, subject to highly selective criteria
Numerous sources of financing, depending on the size of the target, and aimed at allowing Cerved to pursue its M&A strategy without impacting dividend and leverage guidelines
Illustrative M&A pipeline Sources of financing for M&A
In line with past practice
M&A Sources of Financing
Organic Growth of EBITDA with
leverage kept at 3.0x EBITDA
BoD powers to issue up to 10% new shares for
Acquisitions
Free Cash Flow and €100m Revolving
Credit Facility
56
Today’s agenda
09:30 Opening Remarks Gianandrea De Bernardis (Executive Vice Chairman)
09:35 Executive Summary Marco Nespolo (CEO)
09:40 Credit Information – Financial Institutions Marco Nespolo (CEO)
09:55 Credit Information – Corporate Roberto Mancini (Chief Commercial Officer)
10:10 First Q&A session
10:25 Marketing Solutions Roberto Mancini (Chief Commercial Officer)
10:35 Credit Management Andrea Mignanelli (CEO Cerved Credit Management)
10:50 Product and Service Innovation Marco Nespolo (CEO)
11:00 Second Q&A session
11:15 M&A Pietro Masera (Head of Corporate Development & IR)
11:25 Finance Giovanni Sartor (Chief Financial Officer)
11:35 Strategic Outlook and Closing Remarks Marco Nespolo (CEO)
11:45 Third Q&A session
12:00 Refreshments
Time Agenda Presenter
57
Summary Historical Financials
Results since 2011: consistent Revenue, EBITDA and Cash Flow growth
Cerved offers highly stable and predictable growth in Revenues and EBITDA, with equally strong operating Cash Flow generation thanks to limited Capex and Working Capital needs
Since 2011, Cerved’s organic growth of EBITDA has been on average 4%, with a further 2% generated by bolt-on acquisitions in its key divisions and in adjacent segments
Note: 2011 and 2012 EBITDA adjusted for shareholder’s fees and 2011 adjusted to review the useful life estimate of the database
Revenue Growth EBITDA Growth
Revenue (€m) EBITDA (€m)
138 145 152 160 171
2011 2012 2013 2014 2015
267 291 313 331 353
2011 2012 2013 2014 2015
+6.7%/ 1.6% +7.4% /
+3.9%
% / % Total Growth % / Organic Growth %
+5.1% / +3.8% +6.7%/
+5.2%
Stable and predictable growth of Revenues and EBITDA
Cash Flow Growth
Operating Cash Flow (€m)
114 111 108 126 136
2011 2012 2013 2014 2015
+7.9% +5.0%
58
Divisional EBITDA Margins
Credit Information margins are expected to remain in line with historical levels, enhanced by the growth in the Corporate division, which compensates from a contraction in the Financial Institutions division
Credit Management margins jumped in 2015 largely due to revenue mix coupled with the extraction of internal efficiencies and synergies, reaching long-term objectives
Marketing Solutions’ margin will decline post consolidation of Payclick, which in 2015 had an EBITDA margin of 30%
On a consolidated basis margins are expected to decline, due to the higher growth rates expected for the Credit Management and Marketing Solutions divisions
53.9% 53.4% 52.7%
53.7% 54.4%
2011 2012 2013 2014 2015
17.0% 17.6% 20.7% 21.0%
26.0%
2011 2012 2013 2014 2015
Credit Information EBITDA margins
Credit Management EBITDA margins
Marketing Solutions EBITDA margins
Operating leverage has benefited all divisions and is expected to continue to do so
34.5% 35.6% 36.5%
45.9% 42.7%
2011 2012 2013 2014 2015
59
Operating Cash Flow
Breakdown of Capex (€31.6m in 2015) Breakdown of Net Working Capital (€m)
Capex and Working Capital trends are expected to remain consistent with the recent past
Capex and Working Capital needs reflect the nature of Cerved’s “capital light” business model
Capex has been approx. 9% of Revenues, increasing in recent years due to increased efforts in product innovation and extension, and to upgrade internal IT systems
Net Working Capital reached approx. 10%-11% of Revenues due to the strong growth in the Credit Management division since 2013
121
120
152 145 140
(27) (25) (30) (32) (30)
(84) (83) (82) (73) (74)
11 12
41 40 38
2011 2012 2013 2014 2015
Inventories Trade receivables
Trade payables Deferred revenues
Net Working Capital
4.0% 13.0%
NWC as % of Revenues %
11.7% 10.7% 4.0%
11.7
3.9
16.0
2015
Database
Hardware & Equipment
Projects & Product Development
Projects & Product Development:
growth in recent years driven by
product innovation & upgrade of
internal IT systems, reflecting a
larger and more diversified business
Hardware & equipment: between
€4-5m; expected to remain stable
Database: has remained in the €11-
12m range from 2011 to 2015;
expected to remain stable
60
Interest Expenses and Cash Taxes
New Bank Facilities and Interest Costs Illustrative P&L and Cash Taxes
TLA –Amortizing 160m E+2.00% 4 year
avg. life
TLB – Bullet 400m E+2.50% 6 years
Revolving Credit
Facility 100m E+2.00% 5 years
Initial Margin %
Tenor Facility Amount
(€)
Interest Expenses benefit from the Forward Start, Cash Taxes expected to reach normal levels in 2017
Interest expenses on bank facilities of €560m expected at €13m in 2016 and €15m in 2017 also including an IRS on the TLB tranche starting from January 2017
Taxation has been erratic due to non-recurring events, in particular the acquisition by CVC, the subsequent mergers, the financing and refinancing transactions, and the deductibility of interest and PPA amortisation
Rule of thumb for cash taxes: EBITDA less Capex less Interest to reach a “cash pre-tax profit”, taxed at approx. 32% which is the marginal tax rate applicable to Cerved (28% from 2017)
Cash taxes in 2016 expected to benefit from the deductibility of the non-recurring charges related to the Forward Start transaction, and the deductibility of prior year interest expenses
P&L Taxes 2013 2014 2015
Cum.
13-15
Adj. NPAT 43.0 55.0 68.5 166.6
Adj. P&L Taxes 30.4 30.8 34.6 95.9
Implied Tax Rate 41.4% 35.9% 33.5% 36.5%
Cash Taxes 2013 2014 2015
Cum.
13-15
EBITDA 151.5 160.1 170.8 482.4
Capex -26.6 -28.2 -31.6 -86.4
P&L Net Interest -58.8 -53.5 -42.1 -154.3
"Cash Pre-Tax Profit" 66.2 78.4 97.1 241.7
Cash Taxes 18.4 24.1 40.2 82.8
Implied Tax Rate 27.8% 30.8% 41.4% 34.2%
61
Capital Structure & Dividend Policy
Year-end leverage ratio of 3.0x in the medium to long term, save for seasonal fluctuations, extraordinary transactions and non-recurring events
Progressive “ordinary dividend” with 40%-50% payout of prior year Adjusted Net Income
Variable “special dividend” to reach forecast year-end leverage of 3.0x, subject to cash used for M&A and share buybacks
Use of Cash Flow Dividend Benchmarks
Operating Cash Flow
Leverage
Dividends M&A
* Excluding €37.3m of non-recurring financial charges related to the “Forward Start” transaction which did not have any cash impact in 2015
2014 2015 2016
YE Leverage Ratio 3.0x 2.9x*
Adjusted Net Income 55.0 68.5
Cash Dividend 40.0 45.0
Payout Ratio % 73% 66%
Target Leverage Ratio of 3.0x and progressive dividend policy
62
Adjusted Net Income
Adjusted Net Income (€m)
Adjustments to consolidated statutory Net Income in line with the June 2014 Offering Prospectus
Adjustments for non-recurring income and charges, the amortisation of the PPA, the amortised costs on borrowings, and the tax effect on the above items
PPA Amortisation includes €18.1m related to the amortisation of the database which is tax deductible and will fall to €3.0m in 2017
Aimed at representing Net Income which is consistent with the recurring performance of the business
€m 2011 2012 2013 2014 2015
Reported Net Income 16.9 5.1 8.0 12.0 3.6
Non recurring income and expenses 5.0 (2.5) 7.4 4.5 3.8
PPA Amortization 49.5 53.1 39.4 42.9 45.8
Capitalized financing fees 3.2 3.2 4.1 3.4 2.9
Financial charges non-recurring - - - 10.1 52.4
IRS termination - - - 1.0 -
Shareholders Fee 2.2 2.2 - - -
Earn-out - 26.8 - - -
Database costs 12.7 - - - -
Fiscal Impact of above components (22.7) (25.3) (15.8) (18.9) (28.4)
Impact of IRES change treatment - - - - (11.5)
Adjustments 50.0 57.5 35.1 43.0 64.9
Adjusted Net Income 66.9 62.6 43.0 55.0 68.5
63
Today’s agenda
09:30 Opening Remarks Gianandrea De Bernardis (Executive Vice Chairman)
09:35 Executive Summary Marco Nespolo (CEO)
09:40 Credit Information – Financial Institutions Marco Nespolo (CEO)
09:55 Credit Information – Corporate Roberto Mancini (Chief Commercial Officer)
10:10 First Q&A session
10:25 Marketing Solutions Roberto Mancini (Chief Commercial Officer)
10:35 Credit Management Andrea Mignanelli (CEO Cerved Credit Management)
10:50 Product and Service Innovation Marco Nespolo (CEO)
11:00 Second Q&A session
11:15 M&A Pietro Masera (Head of Corporate Development & IR)
11:25 Finance Giovanni Sartor (Chief Financial Officer)
11:35 Strategic Outlook and Closing Remarks Marco Nespolo (CEO)
11:45 Third Q&A session
12:00 Refreshments
Time Agenda Presenter
64
Business Model
Mission-critical products and services through the cycle
Undisputed market leadership
Significant competitive advantages
A-cyclical and anti-cyclical components in the businesses
Fundamental sector growth
Untapped potential within the Italian market
Organic growth initiatives
Bolt-on M&A focussed on Italy
2 Growth
3 Cash flow
1 Resiliency
Best-in-class EBITDA margins
High cash conversion
Efficient and flexible capital structure
Ability to deliver attractive dividend yield
65
2016-2018 Outlook
Leverage Target Long-term target of 3.0x EBITDA, save for extraordinary transactions and non-recurring events
Dividend Policy
Organic Growth +2.5% +4.5%
Progressive “ordinary dividend” coupled with a variable “special dividend” subject to M&A and buybacks
Bolt-On M&A +1.5% +3.0%
Total Growth +4.0% +7.5%
Consolidated EBITDA Growth
Capital Structure
Outlook on EBITDA growth, Leverage and Dividends in line with past practice and LTIP
Credit Information - Bank
Credit Information – Corporate
Marketing Solutions
Credit Management
Flat to low single digit
Mid single digit
High single digit to low double digit
Low double digit
Organic revenue growth by segment
66
Today’s agenda
09:30 Opening Remarks Gianandrea De Bernardis (Executive Vice Chairman)
09:35 Executive Summary Marco Nespolo (CEO)
09:40 Credit Information – Financial Institutions Marco Nespolo (CEO)
09:55 Credit Information – Corporate Roberto Mancini (Chief Commercial Officer)
10:10 First Q&A session
10:25 Marketing Solutions Roberto Mancini (Chief Commercial Officer)
10:35 Credit Management Andrea Mignanelli (CEO Cerved Credit Management)
10:50 Product and Service Innovation Marco Nespolo (CEO)
11:00 Second Q&A session
11:15 M&A Pietro Masera (Head of Corporate Development & IR)
11:25 Finance Giovanni Sartor (Chief Financial Officer)
11:35 Strategic Outlook and Closing Remarks Marco Nespolo (CEO)
11:45 Third Q&A session
12:00 Refreshments
Time Agenda Presenter
67
Third Q&A Session
68
Appendix
69
Basis for Financial Information
Note that Cerved Information Solutions SpA (“CIS SpA”) was incorporated on
14 March 2014 and holds a 100% stake in Cerved Group SpA (“CG SpA”) since
28 March 2014
To provide the market with complete financial information and to reflect CIS
SpA consolidated business operations in fiscal years 2013 and 2014, financial
data are represented as aggregate of the following consolidated accounts:
(i.) CG SpA from 1 January to 31 March 2014 and CIS SpA from 14 March to 31
December 2014, and (ii.) Cerved Holding SpA from 1 January to 27 February
2013 and Cerved Group SpA from 9 January to 31 December 2013
Fiscal years 2011 and 2012 are referred to Cerved Holding SpA and have been
restated for comparability with the data presented for the other periods
On a consolidated basis, there are minor differences between the accounts of
CIS SpA and CG SpA, mainly related to costs connected to CIS SpA’s status as
a listed company, and the costs incurred to carry out the IPO of CIS SpA
70
Profit and Loss
€m 2011 2012 2013 2014 2015
Total Revenues (including other income) 267.3 290.8 313.7 331.6 353.7
Cost of raw material and other materials (0.6) (0.7) (2.8) (7.0) (8.3)
Cost of Serv ices (60.8) (66.6) (77.6) (76.3) (78.9)
Personnel costs (56.9) (64.4) (67.2) (73.7) (81.5)
Other operating costs (6.4) (7.4) (8.1) (8.2) (8.5)
Impairment of receivables and other provisions (4.5) (7.1) (6.4) (6.3) (5.7)
EBITDA 138.0 144.7 151.5 160.1 170.8
Depreciation & amortization (12.0) (16.5) (23.3) (25.1) (28.5)
EBITA 126.0 128.3 128.2 135.0 142.3
PPA Amortization (49.5) (53.1) (39.4) (42.9) (45.8)
Non-recurring income and expenses (5.0) 2.5 (7.4) (4.5) (3.8)
Database and Shareholders' fees (14.9) (2.2) - - -
EBIT 56.5 75.5 81.4 87.6 92.8
PBT 30.9 20.5 22.6 24.0 (1.7)
Income tax expenses (14.0) (15.4) (14.7) (12.0) 5.3
Reported Net Income 16.9 5.1 8.0 12.0 3.6
Adjusted Net Income 66.9 62.6 43.0 55.0 68.5
of which: Minorities 0.3 0.8 1.1 1.4 2.5
Source: Company Information; 2011 and 2012 restated financials; 2013 as “added data” and 2014 as “aggregated data”;
71
Balance Sheet
€m 2011 2012 2013 2014 2015
Intangible assets 291.5 248.7 501.1 472.4 459.7
Goodwill 275.8 275.8 708.6 718.8 718.8
Tangible assets 17.7 16.5 16.6 17.3 16.4
Financial assets 3.1 15.0 14.9 14.9 8.3
Fixed assets 588.1 556.1 1,241.3 1,223.4 1,203.1
Inventories 0.0 0.1 1.3 0.7 2.0
Trade receivables 121.3 119.5 151.5 145.3 139.8
Trade payables (26.8) (25.4) (30.1) (32.4) (30.0)
Deferred revenues (83.8) (82.5) (83.1) (73.3) (74.0)
Net working capital 10.7 11.6 39.6 40.4 37.8
Other receivables 10.3 15.4 5.8 7.1 7.6
Other payables (44.8) (53.8) (20.4) (26.1) (32.2)
Net corporate income tax items (7.3) (3.0) (27.2) (18.8) (1.0)
Employees Leaving Indemnity (9.8) (9.6) (10.9) (13.1) (12.5)
Provisions (10.7) (10.6) (15.0) (11.1) (8.5)
Deferred taxes (1) (66.9) (60.4) (119.8) (109.1) (88.7)
Net Invested Capital 469.6 445.7 1,093.3 1,092.7 1,105.6
IFRS Net Debt (2) 297.7 280.6 722.2 487.6 536.8
Group Equity 172.0 165.1 371.1 605.1 568.8
Total Sources 469.6 445.7 1,093.3 1,092.7 1,105.6
Source: Company Information; 2011 and 2012 restated financials; 2013 as “added data” and 2014 as “aggregated data”; (1) Non cash item (2) Net of capitalized financing fees
72
Cash Flow
Source: Company Information, 2011 and 2012 restated financials; 2013 as “added data” and 2014 as “aggregated data”;
€m 2011 2012 2013 2014 2015
EBITDA 138.0 144.7 151.5 160.1 170.8
Net Capex (24.8) (25.7) (26.6) (28.2) (31.6)
EBITDA-Capex 113.2 119.0 125.0 131.9 139.1
as % of EBITDA 90% 82% 82% 82% 81%
Cash change in Net Working Capital 7.8 (6.1) (24.7) 8.2 3.0
Change in other assets / liabilities (7.1) (1.9) 7.3 (13.9) (6.0)
Operating Cash Flow 113.9 111.1 107.5 126.2 136.1
Interests paid (8.1) (6.9) (29.1) (51.7) (40.3)
Cash taxes (26.4) (21.3) (18.4) (24.1) (40.2)
Non recurring items (7.3) (3.9) 0.1 (3.4) (3.2)
Cash Flow (before debt and equity movements) 72.1 76.8 60.1 46.9 52.3
Net Div idends (51.1) (13.1) (0.1) 1.0 (40.1)
Acquisitions / deferred payments / earnout (71.5) (3.4) (509.4) (20.9) (23.5)
IPO Capital Increase (net of IPO costs) - - - 220.2 -
Other - - - (0.1) (1.1)
Debt drawdown / (repayment) (39.3) (48.0) 482.8 (254.5) -
Net Cash Flow of the Period (89.8) 12.3 33.5 (7.5) (12.3)
Cerved Information Solutions S.p.A. Via San Vigilio, 1 - 20142 Milano
Tel. +39 02 77541 Fax +39 02 76020458
company.cerved.com