Berenberg.de Fileadmin User Upload Berenberg2013 02
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Berenberg.de Fileadmin User Upload Berenberg2013 02
Fixed Income Special French High Yield Specialty Retail Authors: Jannik Prochnow Analyst +49 69 913090 595 jannik.prochnow@berenberg.com Dwight Bolden Research Support +49 69 913090 597 dwight.bolden@berenberg.com 8 December 2014 Overview 1. Recommendation and spreads 3 2. Company profiles 7 2.1 Alain Afflelou 8 2.2 Darty 15 2.3 THOM Europe 22 3. Appendix: Macro-environment 29 4. Disclaimer 35 5. Contacts 42 08/12/2014 2 2. Recommendation and spreads Recommendations* Overweight on Darty and THOM, marketweight on Afflelou Recommendations: (Screening Coverage) Alain Afflelou is the largest optical franchisor and third-largest optical retailer in France with a network of more than 1,160 stores. We like the company’s strong competitive position and brand recognition, which is mainly attributable to above-average advertising and marketing expenditures. Moreover, we want to highlight the supportive regulatory environment for the French optical retail market, leading to a stronger resilience against cyclicality, which is even further levered through Afflelou’s asset-light franchise model. However, the company’s weak geographic diversification outside of France and high leverage weigh significantly on its overall credit profile. Despite a positive FCF generation, profitability has been weak for years due to high financial expenses. Although we regard the launch of the e-commerce platform as a step in the right direction, it happened too late in our view. Considering everything, we initiate on the notes due in 2019 a marketweight recommendation, as we do not see significant performance catalysts in the near future and believe that the company’s good business model, decreasing its cyclical exposure, is already fairly reflected in market prices. AAFFP 5 ⅝ 04/19 Senior Secured Notes Price / Z-spread / YTW: 93.6 / 699 / 7.4 (Pricing: 05/12/2014 BGN Close) Marketweight Darty is the largest French electrical retailer with additional presences in Belgium and the Netherlands. We like the company’s leading market position and particularly want to highlight its strong brand awareness in France. Furthermore, we see Darty’s distinctive customer service offerings as a key strength and view its comprehensive multi-channel distribution system with an increased online focus as a key differentiating factor. Also the company’s recent subsidiary disposals can be regarded as credit positive, albeit noticing that this reduced Darty’s geographic diversification. The strong dependence on the French market is one of Darty’s key weaknesses as the market has contracted in recent years. In addition, the company’s former international operations led to large accumulated losses and negative shareholder’s equity, while leverage has constantly increased. Overall, we like Darty’s business profile most compared to Afflelou and THOM and believe that the market remains too cautious on its bond. Therefore, we initiate on Darty’s senior unsecured notes due 2021 an overweight recommendation and see further tightening potential towards its similar rated peers. DRTYLN 5 ⅞ 03/21 Senior Unsecured Notes Price / Z-spread / YTW: 106.2 / 395 / 4.2 (Pricing: 05/12/2014 BGN Close) Overweight THOM is the largest jewellery and watches retailer in France, with a focus on the low to medium price segment. The company operates under the three well-known brands Histoire d’Or, Marc Orian and TrésOr, which enables THOM to target a broader range of customers by applying different pricing strategies, resulting in a reduction of the company’s cyclicality. We are particularly regarding the proven flexibility of the company’s supply chain and logistics as credit positive, as this mitigates risks arising from changing consumer preferences. However, from a negative perspective, THOM is heavily dependent on the French jewellery market, which is also subject to seasonality, and highly leveraged, which we expect to continue in the future due to its financial sponsor ownership. All in all, we believe that THOM continues to successfully generate positive FCFs which could be used for further expansion and/or deleveraging. We initiate on THOM’s senior secured notes an overweight recommendation as we believe the bond should trade tighter vs. similarly rated peers, especially vs. Afflelou, which has a comparable financial risk profile but fewer upside catalysts. 08/12/2014 Source: Berenberg FI Research; *Our recommendations are based on a fundamental analysis & a relative valuation based on market spreads THOEUR 7 ⅜ 07/19 Senior Secured Notes Price / Z-spread / YTW: 96.3 / 797 / 8.4 (Pricing: 05/12/2014 BGN Close) Overweight 4 Spread landscape* Plenty shopping opportunities for investors within retailing 1,000 HEMABV 06/19 IKKSFR 07/21 MDMFP 08/20 900 800 THOEUR 07/19 and AAFFP 04/19 both trade near the single-B consumer curve while Afflelou offers the lowest spreads of all single-B retail issuers. THOEUR 07/19 BUTSAS 09/19 SMCPFP 06/20 Z-spread (in bp) 700 AAFFP 04/19 (B) Consumer 600 500 400 On average, single-B consumer bonds trade c.100bp wider than single-B non-financials. (B) Non-Financials DRTYLN 03/21 300 DUFSCA 07/22 (BB) Non Financials 200 We note that Darty (BB-) trades approximately twice as high as the double-B average. HBMGR 02/20 100 0 0 08/12/2014 1 2 3 4 Time to worst 5 6 7 Source: Bloomberg (05/12/2014), Berenberg Fixed Income Research; *Outliers not shown and excluded from curve estimation 8 5 Spread performance Investors have already started Christmas shopping at Darty 145 140 Indexed z-spread (15/07/2014=100) 135 After a significant spread widening between September and October, the market has only partly recovered yet. While THOM performed in line with the market most recently, Afflelou has underperformed. 130 125 120 115 110 105 Darty has strongly outperformed the market, currently trading at levels seen in July this year. 100 95 90 01/07/2014 01/08/2014 01/09/2014 BofA ML B Corporates (OAS) DRTYLN 03/21 08/12/2014 Source: Bloomberg (05/12/2014), Berenberg Fixed Income Research 01/10/2014 01/11/2014 01/12/2014 AAFFP 04/19 THOEUR 07/19 6 2. Company profiles 2. Company profiles 2.1 Alain Afflelou Alain Afflelou Investment thesis and company snapshot Alain Afflelou Recommendation: AAFFP 5 ⅝ 04/19 (Bloomberg: AAFFP <Corp>) Marketweight Company data Investment thesis Headquarter: Paris (France) Berenberg initiates a marketweight recommendation on Afflelou’s 04/2019 bond. We particularly like the company’s leading position and brand identity in the French optical retailing market. However, the company’s low geographic diversification and high leverage negatively impact our assessment. As we believe that Afflelou’s key performance driver, the resilient and less cyclical business model, is already fairly reflected in market prices, we do not see any crucial catalysts for the near future. Strengths Weaknesses • • Largest franchisor in France and third largest optical retailer in France with above-average sales per store Diversified revenue sources Strong brand recognition, especially in France Good track-record of new product developments Low capital intensity of franchising business • • • • • • • Products: Frames, lenses, contact lenses, sunglasses, related care products and accessories Major shareholders: Lion Capital (69%), Apax France (14%), Afflelou family (14%), Management (3%) Weak geographical diversification, significant dependence on the French market Still weak online presence and late launch of platform Strong dependence on Chinese intermediary agent supplying frames and sunglasses Declining LFL sales in a modestly growing market Bond data Price / Z-spread / YTW: 93.6 / 699 / 7.4 Company Snapshot (Pricing: 05/12/2014 BGN Close) Alain Afflelou is a French optical retailer with a network of more than 1,160 stores, of which the majority is franchised. The company mainly operates in France and Spain, where it has leading market positions, with additional presences in nine other countries. The product range includes proprietary and exclusively licensed frames and sunglasses, own-brand (contact) lenses and third-party optical products and accessories. In addition to its stores, the company launched an online platform in March 2014. Callable: Yes Z-spread (in bp) 1,000 Bond ratings: B2/B/BB- (Moody’s/S&P/Fitch) Selected Financials THOEUR 07/19 800 AAFFP 04/19 600 DRTYLN 03/21 400 200 0 0 08/12/2014 Amount outstanding (€): 365m 1 2 3 4 5 Time to worst 6 7 8 €m 2011 2012 2013* 2014 Sales 192.3 286.0 329.8 323.9 Net Income 10.5 -6.9 -24.9 -39.9 Adj. EBITDA 67.7 87.0 82.3 92.1 Adj. FFO 50.1 66.8 36.0 54.1 Adj. FCF 57.0 56.2 17.5 20.4 Adj. Net Debt/EBITDA 7.3x 6.3x 8.2x 8.1x Source: Company data, Bloomberg (05/12/2014), Berenberg FI Research; *2013 figures refer to 14 months period (01/06/2012–31/07/2013) Major Covenants: i.a. Change of Control, Limitation on Indebtedness, Limitation on Restricted Payments, Limitation on Asset Sales, Limitation on Liens, Merger and Consolidation Payment rank: Senior secured 9 Alain Afflelou The French optical retail market Industry characteristics Optical products can generally be categorised as medical products such as corrective lenses, frames and contact lenses or non-medical products such as sunglasses, protective equipment and other accessories. The majority of sales within the French market stems from corrective lenses (59%), followed by frames (23%) and contact lenses (8%). The latter are still underrepresented in France as can be seen at the example of Spain, where contact lenses account for 16% of total sales. The French optical retailer market is very fragmented as it comprises a broad range of players, which are organised either as retail chain networks (franchised opticians, e.g. Alain Afflelou and Générale d’Optique), cooperative networks (grouped opticians, e.g. Optic 2000 or Krys), mutualist networks (employed by health insurance companies) or independent opticians. Overall sales volumes showed slow, but steady growth over the recent years. The market has grown at an estimated CAGR of 0.6% since 2008, reaching €5.5bn in 2013 and proven to be stable even during economic downturns. Technology Private Health Insurance System • High reimbursement rates due to private health insurance plans Higher reimbursement incentivize policyholders to purchase at opticians from care network • Significant improvements in technology over past years Advanced technology led to larger average basket sizes Strong demand for innovation • • Optical retailing • Shift towards older population Share of people wearing prescription glasses steadily increases with age (e.g. in France 93% of people 60+ wear glasses) • 5,000 Other Demographic shift • Increasing exposure to digital displays • Frames as fashion accessory Retail Chain networks 36% Independent opticians 3,000 Shipping development 80% 10% Sunglasses 60% 0% Contact lenses 40% -10% 2,000 Frames 1,000 Corrective lenses 0 '10 '11 '12 '13e Source: Company data, SWV, Berenberg Fixed Income Research Threats Optical market volumes by product category (2013 estimates) 4% 7% 8% 23% 4,000 €m Cooperative networks 39% 10% 20% 100% '09 • Mutualists 6,000 08/12/2014 15% Increasing exposure to digital displays (smartphones, tablets, laptops, TVs, etc.) Frames have become accepted fashion accessory Evolution of optical retail sales in France '08 Resilient market, mainly due to supportive private health insurance system Social Life Demographics • • • Market share by retailer category in France (2012) Industry forces • Opportunities 2% 14% 16% 21% Other 30,000 • Slow growth of optical retail market is expected to continue • Lagging economic recovery in France • Highly competitive, fragmented market • Shortage of ophthalmologists in France 20,000 Sunglasses 10,000 Contact lenses 0 '02 '04 '10 '12 '14Frames '16 59% '06 '08 48% 20% Demand (world container trade, Y/Y) Corrective lenses Supply (containership fleet development, Y/Y) 0% Aver. containership earnings* (rhs, USD/day) France Spain 10 Alain Afflelou Strategic positioning Strategic direction Afflelou’s revenue split by source (2014)* Alain Afflelou (AA) is organised as a retail chain network and generates by far the majority of revenues from its franchisor business, in which AA provides various services to its store network and suppliers: (i) purchasing products through central purchasing units in France and Spain, (ii) trading of exclusive frames and sunglasses as wholesaler, (iii) licensing network stores to sell own-brand lenses and contact lenses, (iv) developing and implementing the company’s advertising and communication strategy, (v) providing the commercial strategy and know-how in exchange for an entry fee and ongoing royalties, and (vi) listing suppliers in AA supplier directory. 6% 1% Others 6% 6% Berenberg competitive scoring Licensing Listing 10% Entry fees & royalties 19% 28% In addition to its franchised stores, AA also operates directly-owned stores, in which the company regularly tests new commercial initiatives and sets best practices for the franchised stores. Sensitivity to macro cycles low / average / high Trading Communication 24% Regulatory risks low / average / high Purchasing Directly-owned stores In March 2014, AA launched its online platform offering contact lenses and care products to complement its traditional brick-and-mortar stores. Since the passing of the Leroux Law - which allows mutual health insurers to differentiate reimbursement payments on whether policyholders purchase at an optician within the care network or not - in 2013, AA has changed its strategy and encouraged its network stores to join care networks. Afflelou’s store count in France vs. competitors (2012) 1,400 79 Lissac 206 Vision Plus 338 Optical Center 351 Number of stores 189 448 Alain Afflelou 1,000 800 Atol 1,107 0 500 1,000 263 271 24 266 45 47 54 23 26 74 25 286 64 400 1,500 650 686 712 733 725 Distribution strategy weak / average / strong 600 550 500 Brand awareness low / average / high 450 Profitability low / average / high 400 0 853 Optic 2000 71 200 809 Krys 63 68 600 706 Financial policy conservative / sound / aggressive 700 1,200 Grand Optical Générale D'Optique 08/12/2014 Evolution of store network and sales** 48 Optical Discount Competitive position weak / average / strong €m Claro by Afflelou Scale & geographic diversification weak / average / strong Revenue & cash flow volatility low / average / high 350 '11 FR (AA) Portugal (AA) '12 '13 FR (CLARO) Other '14 Spain (AA) Sales (rhs) Source: Company data, Berenberg FI Research; *Interactivity eliminations not considered; **2013 sales figure refers to 14 months period 11 Alain Afflelou Focus on bond structure Capital structure Senior Secured Notes Maturity profile 500 €m 400 75 300 200 365 189 100 30 0 Senior Secured Notes Super Senior RCF Senior Notes Convertible Bonds €m 2014 Cash & Cash Equivalents Senior Secured Notes (5.625% - 5y) Senior Notes (7.875% - 5y) Accrued Interest (as of 31 July 2014) Convertible Bonds (15y) Other debt (incl. e.g. financial leases) Amortisation of borrowing costs 22.5 365.0 75.0 6.2 189.4 7.2 (11.3) Net debt 609.1 8.1x Adj. Net debt (lease adjusted) 766.2 8.1x* Super Senior RCF – undrawn (4.5y) 30.0 xEBITDA AAFFP 5⅝ 04/19 Issuer: 3AB Optique Développement Guarantor(s): Lion Seneca France (1&2) & Alain Afflelou Franchiseur Maturity 04/2019 04/2019 Major Covenants** 07/2027 Change of Control (CoC): Put at 101% on acquisition ≥50% of voting shares or sale of all/substantially all assets Limitation (LMT) on Indebtedness: Limited additional debt unless FCCR≥2.0x after incurrence 10/2018 LMT on Restricted Payments: No dividends or redemption of stock/subordinated debt and no investments unless incurrence of min. €1 debt under LMT on Indebtedness covenant possible Corporate structure Issuer of the Notes Guarantors of the Notes Lion/Seneca France 1 LMT on Asset Sales: No disposal, lease or transfer of assets unless at fair value or 75% of sales value received in cash/cash equivalents or used to reduce debt within 365 days Senior Notes Restricted Group Lion/Seneca France 2 SNs: € 75m Sr. Bondholders Senior Secured Notes Restricted Group SSRCF lenders SSRCF: € 30m 3ABOD FP2A 08/12/2014 SSNs: € 365m LMT on Liens: No lien unless notes and notes guarantees equally and rateably secured Sr. Sec Bondholders Merger and Consolidation: No merger or consolidation unless surviving company could incur min. €1 debt under LMT on Indebtedness covenant Alain Afflelou Franchiseur Source: Company data, Berenberg FI Research; *Lease adjusted EBITDA; **Certain exemptions may apply to the covenants 12 Alain Afflelou The rating agencies’ view The rating agencies’ opinion* • Good market presence (M, S&P, F) • High leverage (M, S&P) • Supportive regulatory environment in France (M,S&P) • Limited scale and weak geographic diversification (M, S&P, F) • Strong brand recognition (M, S&P, F) • • Strengths related to Afflelou’s franchise model (M, S&P, F) Focus on very competitive and fragmented French market (M) • Recent decline in LFL sales (M) • Positive underlying market drivers, e.g demographics (F) • Late launch of e-commerce platform (F) Corporate Family: B3 • Risk of regulatory changes (F) Senior Secured: B2 Ratings Moody’s: Senior Unsecured: Caa2 Rating pressure could arise from*… Outlook: Stable • sustainable improvement in earnings trend (M) • if FCF turn negative (M) • Debt/EBITDA materially and sustainably below 6.0x and a RCF/ net debt approaching 15% (M) • Debt/EBITDA approaching 7.0x (M) • if the adj. EBITDA does not improve from €68m in FY 2013 (S&P) • EBITDA margin consistently < 21%, FFO/debt >7.0x or no evidence of deleveraging, FFO coverage <1.8x or FCF margin <8% (F) • Debt/EBITDA approaching 5.0x (S&P) • EBITDA margin >22%, FFO/debt <5.0x and FFO coverage >2.5x (F) Last update: 08/07/2014 S&P: Corporate Family: B Senior Secured: B Senior Unsecured: CCC+ Outlook: Stable Threshold for rating pressure… Last update: 14/04/2014 Adjusted Debt/EBITDA (M)* Adjusted RCF/Net Debt (M)* 8.0x 20% 17.8% Fitch: threshold for upward rating pressure threshold for downward rating pressure 7.0x 15% 6.0x Corporate Family: B 14.1% 6.5x Senior Secured: BB10% Senior Unsecured: CCC+ threshold for upward rating pressure 5.0x Outlook: Stable 5% 5.1x 4.6x 4.0x 0% 2011 2012 2013 2011 Adj. Debt/EBITDA 08/12/2014 Last update: 14/04/2014 4.2% Source: Company data, Moody’s, S&P, Berenberg Fixed Income Research; *M = Moody’s, F = Fitch 2012 2013 RCF/Net Debt 13 Alain Afflelou Summary of company figures Selected profit & loss and cash flow financials (€ m) Selected balance sheet financials (€ m) and financial ratios 2011 2012 2013* 2014 2011 2012 2013* 2014 Sales 192.3 286.0 329.8 323.9 Balance Sheet Total 1,015.5 1,017.6 1,134.3 1155.0 Gross Profit 93.8 129.8 155.2 165.0 Total Equity 69.8 166.2 165.0 125.4 Net Profit 10.5 -6.9 -24.9 -39.9 Cash & Cash Equivalents 88.9 23.0 11.5 22.5 Adj. EBITDA 67.7 87.0 82.3 92.1 Adj. (Gross) Debt 581.1 567.7 686.7 766.2 Adj. EBIT 64.5 72.0 65.1 72.2 Adj. Net Debt 492.2 544.6 675.1 743.7 Adj. Funds from Operations 50.1 66.8 36.0 54.1 Adj. EBITDA Margin 35.2% 30.4% 24.9% 28.4% Adj. Cash from Operations 58.2 67.4 30.6 36.8 Adj. (Gross) Debt/EBITDA 8.6x 6.5x 8.3x 8.3x Adj. Free Cash Flow 57.0 56.2 17.5 20.4 Adj. Net Debt/EBITDA 7.3x 6.3x 8.2x 8.1x Adj. Interest Expenses 51.3 62.7 69.3 95.2 Adj. FFO Interest Coverage 1.0x 1.1x 0.5x 0.6x Revenue & Profitability* Adj. Net Debt/EBITDA* 400 Adj. FFO Interest Coverage* 40% 800 12.0x 30% 600 10.0x 100 1.5x 35.2% 30.4% 24.9% 23.2% 24.8% 200 20.5% 0 0% 2013 2014 Revenue EBITDA Adjusted EBITDA addition EBITDA margin (rhs) Adjusted EBITDA margin (rhs) 08/12/2014 20% 10% 2012 1.2x 1.1x 1.0x 8.1x 400 8.0x 8.2x 7.3x 60 0.9x 0.5x 40 100 2011 80 28.4% €m 32.9% €m €m 300 200 6.0x 6.3x 0 4.0x 2011 2012 2013 2014 0.6x 20 0.3x 0 0.0x 2011 Adj. Net Debt Adj. EBITDA Adj. Net Debt/EBITDA (rhs) Source: Company data, Berenberg Fixed Income Research; *2013 figures refer to 14 months period (01/06/2012–31/07/2013) 0.6x 2012 2013 2014 Adj. FFO Adj. Interest Expenses Adj. FFO Interest Coverage (rhs) 14 2. Company profiles 2.2 Darty Darty Investment thesis and company snapshot Darty Recommendation: DRTYLN 5 ⅞ 03/21 (Bloomberg: DRTYLN <Corp>) Overweight Company data Investment thesis Headquarter: London (UK) We regard Darty’s 03/21 bond as an overweight in our specialty retail coverage. France largest electrical retailer convinces by its strong market position and business model, particularly with regard to its distinctive customer service and comprehensive multi-channel distribution system. Despite a strong dependence on the French market, we see further tightening potential for the 03/21 bond, in particular when considering Darty’s new commitment to improve its credit metrics. Strengths Weaknesses • • Market leader in France and second-largest player in Belgium Very strong brand recognition in France Distinctive customer service offerings Integrated multi-channel distribution network consisting of stores, websites, mobile apps and call centres • • • • • Products: Home appliances, vision and audio products, multimedia and communication products Major shareholders: Knight Vinke (25%), Schroders (15%), UBS Global AM (10%), Standard Life Investments (6%) Weak geographical diversification after several divestments with >75% of sales in France The discontinued operations outside France have led to large accumulated losses and negative equity Leverage has increased significantly since FY2010 Bond data Price / Z-spread / YTW: 106.2 / 395 / 4.2 Company Snapshot (Pricing: 05/12/2014 BGN Close) Darty is the largest electrical retailer in France, with additional presence in Belgium and the Netherlands, where it operates under the brands Vanden Borre and BCC, respectively. The company’s product range comprises small and major home appliances (white goods), vision and audio products such as TVs or MP3 players (brown goods), as well as communications and multimedia products such as smartphones or laptops (grey goods). Darty sells and markets its products via an integrated multi-channel platform, which consists of 356 stores, websites, mobile apps and call centres (as of 31 July 2014). Callable: Yes Z-spread (in bp) 1,000 250m Bond ratings: BB- (S&P) Selected Financials THOEUR 07/19 800 AAFFP 04/19 600 DRTYLN 03/21 400 200 0 0 08/12/2014 Amount outstanding (€): 1 2 3 4 5 Time to worst 6 7 8 €m 2011 2012 2013 2014 Sales 4,108.5 3,896.7 3,558.9 3,579.4 Adj. EBITDA 300.2 298.0 233.9 228.2 Net income 30.7 -313.9 0.3 9.5 Adj. FFO 254.4 321.9 192.9 151.4 Adj. FCF 159.0 264.9 103.6 23.1 1.9x 3.5x 4.0x 4.3x Adj. Net Debt/EBITDA Source: Company data, Bloomberg (05/12/2014), Berenberg Fixed Income Research Covenants: i.a. CoC, LMT on Indebtedness, LMT on Restricted Payments, LMT on Asset Sales, LMT on Liens, Merger and Consolidation Payment rank: Senior unsecured 16 Darty The French electrical retail market Industry characteristics Electrical consumer products can generally be classified into the following three categories: (i) white goods, which comprise major (MDA) and small domestic appliances (SDA), (ii) brown goods, which consist of vision and audio products, e.g. TVs or MP3 players, and (iii) grey goods (communication/multimedia) such as smartphones, tablets or digital cameras. In France, the traditional brick-and-mortar stores still represent by far the largest amount of sales (c.82%). However, webgenerated sales including web-and-collect services have become increasingly important in recent years. Moreover, internet retailing has changed the industry to the extent that prices have become very transparent and easily comparable. Opportunities According to GfK data, the French market has contracted from €19.1bn in 2009/10 to €17.8bn in 2012/13, mainly due to a significant decrease in brown good sales, which could only partly be offset by an increase in grey good sales. Industry forces Market share by retailer category in France (as of April 2013) Innovation Consumer spending • • • • Electrical goods mostly represent discretionary purchases Sales volumes heavily depend on the macro environment • Innovation drives sales growth New software can require development of new hardware Hard- and software Innovation often triggers product replacement Electrical retailing • Renewal of large white goods mainly driven by product lifetime Shorter replacement cycle for brown and grey goods, but more discretionary purchases 1% 9% 2% 9% • • 3% 10% Fast innovation cycles pressure prices Decreasing price levels drive sales volumes and shorten replacement cycles 7% 10% 11% 6.0 82% Store 20% 08/09 08/12/2014 Kitchen specialists Pure players Supermarkets Telecom specialists Threats • Electrical retailing is generally more cyclical, especially for grey and brown goods 30,000 • 20,000 Risk of a prolonged economic downturn in France 5.0 • Highly competitive market with a lot of different retail formats 4.0 0% • Price deflation could cause pressures on profit margins 09/10 10,000 10/11 3.0 -10% 2.0 0 11/12 '02 '04 '06 '08 '10 '12 '14 '16 12/13 Demand (world container trade, Y/Y) 0.0 Supply fleetgoods development, MDA (containership SDA Grey Brown Y/Y) Aver. containership earnings* (rhs, USD/day) goods 1.0 0% 09/10 10/11 11/12 12/13 Source: Company data, GfK, Berenberg Fixed Income Research Technical innovations drive sales volumes and shorten replacement cycles Shipping development 10% Pure online 85% • French market volumes by product category € bn 40% 87% Web-generated sales offer high growth potential Others Click-&-collect 89% 40.6% 12.9% 20% 7.0 60% • Hypermarkets 12.7% 4.4% 21.9% 5% 80% 90% Large specialists Fundamentally stable market, especially for white goods Traditionals French market breakdown by sales channel 100% 3.4% Price deflation Product renewal • 3.3% 0.6% • 17 Darty Strategic positioning Strategic direction Darty’s revenue split by product (1H2014) Darty offers a broad range of electrical goods with the majority of sales coming from the generally less discretionary white goods (44% of sales as of 31 October 2013), followed by grey (27%) and brown goods (16%) as well as related accessories (13%). These are sold via an integrated multi-channel platform with an increasing importance of web-generated sales, as indicated most recently through the Mistergooddeal.com acquisition. 13% Berenberg competitive scoring 44% 16% Since FY2011/12, Darty has disposed its international subsidiaries in the UK (Comet), Italy, Spain, Turkey (Darty) and the Czech Republic (Datart) to refocus on its core business in France, Belgium and the Netherlands. Sensitivity to macro cycles low / average / high 27% Darty currently focusses to grow in core markets, expand its kitchen offerings and franchise activities, and enhance its price-competitiveness. Moreover, the company plans to continuously differentiate the brand by further improving product and customer service offerings and emphasise strong cash flow generation to reduce financial leverage. White goods Grey goods Brown goods Accessories Regulatory risks low / average / high Scale & geographic diversification weak / average / strong In December 2012, Darty has launched the “Nouvelle Confiance” strategic plan. A key part of this plan are the “4Ds”: (i) Drive trading (improve product/service offerings and marketing), (ii) Digitalise Darty (enhance websites, drive webgenerated sales), (iii) Develop the brand (expand customer base), and (iv) Deliver cost efficiency (cost saving initiatives). Where has Darty gained market share? Financial policy conservative / sound / aggressive Market 8% 14% market share in % Has Darty outperformed the market with regard to sales? Darty 16% Competitive position weak / average / strong 6% 12% 4% 10% 2% 8% 0% Distribution strategy weak / average / strong Brand awareness low / average / high -2% 6% Profitability low / average / high -4% 4% -6% 2% -8% 0% -10% 2011/12 France 08/12/2014 2012/13 Belgium France Belgium Revenue & cash flow volatility low / average / high Netherlands 2013/14 Netherlands Source: Company data, Berenberg Fixed Income Research 18 Darty Focus on bond structure Capital structure Maturity profile 260 250 €m 250 240 €m 2014 Cash & Cash Equivalents 75.5 Senior Unsecured Notes (5.875% - 7y) 250.0 RCF - drawn (5y) 230 225 210 RCF (DRTYLN 5⅞ 03/21) Issuer: Darty Financements S.A.S Guarantor(s): Darty Plc, Kesa Holdings & Kesa International 03/2021 Major Covenants** (10.8) Net debt 185.2 1.4x Adj. Net debt (lease adjusted) 987.6 4.3x* 205 5 years RCF - undrawn (5y) Senior Notes Senior Unsecured Notes Maturity 20 Transaction costs (prepaid fees) 220 xEBITDA CoC: Put at 101% on acquisition ≥50% of voting shares; sale of all/substantially all assets; liquidation/dissolution; Board of Directors largely replaced 02/2019 LMT on Indebtedness: Limited additional debt unless FCCR≥2.25x after incurrence Corporate structure LMT on Restricted Payments: No dividends or redemption of stock/subordinated debt and no investments unless incurrence of min. €1 debt under LMT on Indebtedness covenant possible Darty Plc (UK) Issuer of the Notes Guarantors of the Notes Non-Guarantors Kesa Holdings Limited (UK) Operating subsidiaries Kesa Holdings Luxembourg Sarl LMT on Asset Sales: No disposal, lease or transfer of assets unless at fair value or 75% of sales value received in cash/cash equivalents or used to reduce debt within 365 days (Luxembourg) Darty Holdings SNC Senior Notes (France) Operating subsidiaries Kesa International Limited Darty Financements S.A.S (UK) (France) LMT on Liens: No lien unless notes and notes guarantees equally secured 99.705% Kesa France S.A. RCF (France) Merger and Consolidation: Restricted unless surviving company could incur min. €1 of debt under Indebt. covenant Operating subsidiaries 08/12/2014 Source: Company data, Berenberg FI Research; *Lease adjusted EBITDA; **Certain exemptions may apply to the covenants 19 Darty The rating agencies’ view The rating agencies’ opinion • Market leader in France (S&P) • • Strong brand recognition and reputation among French customers (S&P) Large exposure to the fragmented and highly competitive French market (S&P) • • Small reported net debt and ownership of c.30% of its real estate in France (S&P) High cyclicality of electrical retailing vs. other retail industries (S&P) • Limited debt and weak CF generation (S&P) • Moderate EBITDA growth should strengthen Darty’s credit ratios (S&P) • Relatively weak competitive position compared to other peers such as U.S.-based Best Buy (S&P) Ratings Moody’s: Corporate Family: NR1 Senior Secured: NR1 Outlook: n.a. Rating pressure could arise from… Last update: n.a. • a strengthening of the competitive position (S&P) • a stabilization of profitability at higher levels (S&P) • the achievement of a FFO/Debt of more than 35% and Debt/EBITDA close to 2.0x on a sustainable basis (S&P) • an FFO/Debt that falls below 30% and a Debt/EBITDA closer to 3.0x (S&P) • a material weakening of adjusted free operating cash flows (S&P) • S&P: Corporate Family: BB- Senior Unsecured: BB- Ratios could be hit if French market deteriorates or if turnaround strategy does not work out (S&P) Outlook: Stable Last update: 17/02/2014 Thresholds for rating pressure… Fitch: Adjusted FFO/Debt (S&P)* Adjusted Debt/EBITDA (S&P)* Corporate Family: NR1 100% 4.0x 3.0x threshold for downward rating pressure 104.9% 80% Senior Secured: NR1 Outlook: n.a. 74.8% 2.5x 2.0x threshold for upward rating pressure Last update: n.a. 60% 47.9% 1.7x 1.0x 40% 1.3x 0.7x 20% 0.0x 2011 2012 2013 2014 threshold for upward rating pressure threshold for downward rating pressure 2011 2012 2013 30.5% 1 2014 Adjusted FFO/Debt Adjusted Debt/EBITDA 08/12/2014 Source: Company data, S&P, Berenberg; *2011-2013: Berenberg estimates applying S&P methodology; 2014: S&P stated full year estimate 20 NR = Not rated Darty Summary of company figures Selected profit & loss and cash flow financials (€ m) Selected balance sheet financials (€ m) and financial ratios 2011 2012 2013 2014 2011 2012 2013 2014 Sales 4,108.5 3,896.7 3,558.9 3,579.4 Balance Sheet Total 2,050.3 1449.4 1230.9 1210.4 Gross Profit 1,397.4 1,308.7 1,190.3 1,174.7 Total Equity 216.1 -117.0 -260.1 -316.2 Net Profit 30.7 -313.9 0.3 9.5 Cash & Cash Equivalents 177.6 99.4 68.0 75.5 Adj. EBITDA 300.2 298.0 233.9 228.2 Adj. (Gross) Debt 760.8 1,140.7 995.4 1,063.1 Adj. EBIT 205.1 204.4 163.1 173.7 Adj. Net Debt 583.2 1,041.3 927.4 987.6 Adj. Funds From Operations 254.4 321.9 192.9 151.4 Adj. EBITDA Margin 7.3% 7.6% 6.6% 6.4% Adj. Cash From Operations 292.9 380.8 172.8 85.0 Adj. (Gross) Debt/EBITDA 2.5x 3.8x 4.3x 4.7x Adj. Free Cash Flow* 159.0 264.9 103.6 23.1 Adj. Net Debt/EBITDA 1.9x 3.5x 4.0x 4.3x Adj. Interest Expenses 39.0 49.3 46.5 48.0 Adj. FFO Interest Coverage 6.5x 6.5x 4.2x 3.2x Revenue & Profitability Adj. Net Debt/EBITDA 4,500 7.6% 4.7% 3.8% 3.6% 1,500 4.3x 4.0x 800 600 1.9x 3% 400 2.0x 200 0 0% 2012 2013 2014 Revenue EBITDA Adjusted EBITDA addition EBITDA margin (rhs) Adjusted EBITDA margin (rhs) 08/12/2014 6.5x 7.0x 6.5x 0 2012 2013 5.0x 4.2x 200 4.0x 3.2x 150 3.0x 100 2.0x 50 1.0x 0.0x 2011 6.0x 250 4.0x 3.5x €m 6% 5.2% 2011 350 300 6.4% €m €m 6.0x 1,000 6.6% 3,000 1,200 9% 7.3% Adj. FFO Interest Coverage 0 0.0x 2011 2014 2012 2013 2014 Adj. Net Debt Adj. FFO Adj. EBITDA Adj. Interest Expenses Adj. Net Debt/EBITDA (rhs) Adj. FFO Interest Coverage (rhs) Source: Company data, Berenberg FI Research; *For comparison: Adj. FCF incl. Discont. Oper. (128.8/-18.2/5.9/3.1) 2011–2014 respectively 21 2. Company profiles 2.3 THOM Europe THOM Europe Investment thesis and company snapshot THOM Europe Recommendation: THOEUR 7 ⅜ 07/19 (Bloomberg Tickers: THOEUR <Corp>) Overweight Company data Investment thesis Headquarter: Paris (France) We see THOM Europe’s strong brand positioning with three well-known brands and a business model that focusses on different pricing strategies and a multi-channel approach as credit positive. In addition, we like the company’s ability to consistently generate positive FCFs. On the other hand, THOM’s high leverage and strong exposure to France weighs negative. Given that THOM trades c.70bp above the single-B consumer curve and c.100bp above AAFFP 04/19, we see significant spread tightening potential and therefore initiate an overweight recommendation. Strengths Weaknesses • • Leading competitive position based on a strong store network (increases bargaining power) Multi-concept approach (3 well-known brands) with a broad and diversified product offering Short-term resilience to changing economic conditions due to a flexible supply chain and logistics • • • • Products: Jewellery, watches & costume jewellery Major shareholders: Bridgepoint (59.1%), APAX Partners (25.3%), Management (9.2%), Qualium (6.5%) Limited geographical diversification with a strong focus on France Highly seasonal business (40% of annual sales generated during three months) Highly levered, particularly when adjusting for operating lease commitments (almost all stores are leased) Bond data Price / Z-spread / YTW: 96.3 / 797 / 8.4 (Pricing: 05/12/2014 BGN Close) Callable: Yes Company Snapshot THOM Europe S.A.S. is the leading jewellery and watches retailer in France, offering a multi-concept and channel proposition. The company was formed as a result of the merger between the well-known French brands Histoire d’Or and Marc Orian, after being jointly acquired by two Private Equity Funds – Bridgepoint and Apax Partners – in 2010. The company’s brand line-up is completed by TrésOr. As of 2014, THOM Europe directly operated 539 stores, mainly located in France, with shopping malls as the primary location of stores. Z-spread (in bp) 1,000 Bond ratings: B2 (Moody's)/ B (S&P) Selected Financials THOEUR 07/19 800 AAFFP 04/19 600 DRTYLN 03/21 400 200 0 0 08/12/2014 Amount outstanding (€): 346.8m 1 2 3 4 5 Time to worst 6 7 8 €m 2011 2012 2013 3Q2014 Sales 375.9 380.9 369.6 291.2 Adj. EBITDA 113.8 119.9 117.1 96.5 Net Income -8.1 -1.8 -11.2 -3.0 Adj. FFO 63.6 71.6 67.3 61.8 Adj. FCF 51.4 49.4 72.5 66.3 Adj. Net Debt/EBITDA 7.1x 7.3x 7.7x 7.0x* Source: Company data, Bloomberg (05/12/2014), Berenberg FI Research; *Ratio computed on basis of annualized figures Covenants: i.a. CoC, LMT on Indebtedness, LMT on Restricted Payments, LMT on Asset Sales, LMT on Liens, Merger and Consolidation Payment rank: Senior secured 23 THOM Europe The French jewellery and watches market Industry characteristics In 2013, the global jewellery and watches market had an approximate size of € 150bn in terms of annual sales, of which around € 4bn were attributable to the French market. Even more than the general industry picture for retailing, the French jewellery market is characterised by cyclicality and seasonality. Consumer confidence and hence spending can vary widely from year to year and fluctuations in precious metal prices can place additional pressure on retailers. With regard to product preferences, the market has slightly changed since the financial crisis in 2008. Increased price sensitivity of customers and rising prices for raw materials steadily decreased the demand for the precious jewellery. Opportunities In terms of sales channels, stores in the city centre represent the most important one in France, followed by shopping centres. However, other channels such as online stores are gaining more and more in importance. Top European jewellery retailers Industry forces Consumer spending • • • • • • • • Consumer bahviour Degree fo globalisation Increasing internet usage Digital engagement (social media) Gross domestic product Disposable income Consumer confidence Luxury consumption €m Online retailing Jewellery retailing Industry consolidation Precious metal prices • • • • • • Demand and supply Geopolitical factors Speculation (futures market) State of economy (gold as "safe haven" asset) 600 500 400 300 200 100 0 543 493 450 399 186 373 345 359 345 247 223 180 214 5% 6% 6% 9% 9% 9% 10% 10% 23% 24% 25% 26% 27% 08/12/2014 61% 57% 58% 2011 Watches Internationalization of brands (shift from local to global) 37 Threats Number of stores 20% 10% 49.2% 49.4% 21.4% 21.2% 0% 2010 • 205 2012 Costume • Prevailing weak economic environment negatively affecting consumer spending 30,000 • Radical shift from “brick-andmortar” to online retailing 20,000 • Large increase in prices of gold and other precious metals Shipping development 5% Precious Trend towards online retailing (home delivery/click-andcollect) French market breakdown by sales channel* 4% 2009 • 539 Sales 62% Further consolidation of the fragmented market Internationalisation of brands Increased M&A and private-equity activity Product segmentation 64% • 2013 Others -10% 10,000 10.0% 7.0% 0 '02 '04 '06 '08 '10 '12 '14 18.5% '16 Demand Y/Y) 2011 (world container trade, 2013 Supply (containership fleet development, Y/Y) Other channels Costume jewellery store Hypermarkets Shopping centers City centers Aver. containership earnings* (rhs, USD/day) 11.0% 6.0% 17.6% Source: Company data, Roland Berger, Berenberg FI Research; *Other channels incl. internet, mail order, dept. stores & fashion retailers 24 THOM Europe Strategic positioning In order to increase its customer reach THOM relies on a multi-concept and channel approach. Offering three different brands, each with a differentiated strategy, allows the company to appeal to a broader range of customers. Moreover, the recently introduced e-store for their Histoire d’Or brand represents a good complement to the company’s extensive store network and further extends its customer reach. Berenberg competitive scoring Entry-to-medium range THOM Europe is the leading jewellery and watches retail chain in France (in terms of sales and stores), with a focus on offering affordable precious jewellery to a low-to-mid budget customer segment. In the past, this strategic alignment has proved to be rather resilient to adverse market conditions. Medium-to-high range Strategic direction Sensitivity to macro cycles low / average / high Regulatory risks low / average / high With regard to its store portfolio, THOM focusses on a strong presence in City centres Shopping centres high-quality shopping malls with high customer flow rates all over France. In the future, it is planned to extend the company’s presence in large city centres and to smaller and medium sized shopping centres due to new store openings and acquisitions (exemplified by the recent acquisition of a selection of 31 Piery stores). Moreover, the company aims at further extending its presence in international markets (currently 49 stores outside of France), following a conservative expansion strategy. Scale & geographic diversification weak / average / strong Competitive position weak / average / strong Too dependent on the French market? Leading market position in France Financial policy conservative / sound / aggressive 16 stores (c.3% of all stores) Histoire d'Or 600 7.3% 75.0% TrésOr 16.2% 500 Distribution strategy weak / average / strong Marc Orian Belgium 400 France 2 stores (c.0.4% of all stores) 300 Italy Brand awareness low / average / high 31 stores (c.7% of all stores) Profitability low / average / high 200 100 Portugal 0 THOM Europe Synalla Galaries E.Leclerc Lafayette Sales (in €m) 08/12/2014 Maty • • • Cash flow volatility low / average / high 490 stores (c.91% of all stores) Approx. 97% located in shopping centers e-store for Histoire d‘Or Number of stores (in #) Source: Company data, Roland Berger, Berenberg Fixed Income Research; *Only considering stores and sales for jewellery and watches 25 THOM Europe Focus on bond structure Capital structure1 €m Maturity profile 800 €m 60 600 346 200 48.9 Existing Debt Facilities 202.7 Convertible bonds (10y/9y) 351.0 Other financial liabilities 143 28 29 351 3 2014 2015 2016 2017 2018 >2019 Existing Debt Facilitiess Senior Secured Notes 07/19 1 Cash & Cash Equivalents Bank overdrafts 400 0 3Q2014 Convertible bonds Super Senior RCF xEBITDA Senior Secured Notes Maturity (THOEUR 7⅜ 07/19) Issuer: THOM Europe S.A.S Guarantor(s): Histoire d’Or S.A.S 10/2020 3.9 Major Covenants** 0.5 CoC: Put at 101% on acquisition ≥50% of voting shares or sale of all/substantially all assets LMT on Indebtedness: Limited additional debt/issue of preference shares unless FCCR ≥2.0x for past FY + total nonguarantor indebtedness <€20m LMT on Restricted Payments: No dividends or redemption of stock/subordinated debt and no investments unless incurrence of min. €1 debt under LMT on Indebtedness covenant possible LMT on Assets Sales: No disposal, lease or transfer of assets unless at fair value or 75% of sales value received in cash/cash equivalents or used to reduce debt within 365 days LMT on Liens: No lien unless notes and notes guarantees equally secured LMT on Affiliated TRNs: No transactions with affiliates of issuer above €5m Merger and Consolidation: Restriction for issuer/notes guarantor to merge/consolidate Net debt 509.2 6.3x* Adj. Net debt (lease adjusted) 894.3 7.0x** Senior Secured Notes (7.375% - 5y) 346.8 07/2019 Super Senior RCF (4.5y) 60.0 01/2019 Represents capital structure before the issuance of the 07/19 Senior Secured Notes on July 18, 2014, used to fully early repay existing debt facilities and partly early repay convertible bonds, and the granting of a new revolving credit facility. Corporate structure2 Bridgepoint APAX Partners 65% 28% European Jewellers 1 (Luxembourg) 100% Qualium 7% Issuer of the Notes Guarantors of the Notes European Jewellers 2 (Luxembourg) Luxembourg France 91% 9% Top Management ManCo Senior Secured Notes Super Senior RCF (Undrawn Credit Facility) € 346.8m € 60.0m THOM Europe S.A.S (France) 100% Histoire d‘Or S.A.S (France) (Restricted Group) 2 Corporate structure after the issuance of the 07/19 Senior Secured Notes and the granting of a new Super Senior RCF on July 18, 2014. 08/12/2014 Source: Company data, Berenberg; *Annual. EBITDA; **Lease adjusted, annual. EBITDA; **Certain exemptions may apply to the covenants 26 THOM Europe The rating agencies’ view The rating agencies’ opinion • Leading position in fragmented market (Moody’s, S&P) • Very seasonal and cyclical business (Moody’s) • Modest size, scale and narrow geographic diversification (S&P) • Successful operational execution and cash flow generation (Moody’s, S&P) • High leverage (Moody’s, S&P) • Efficient supply chain management and supplyside bargaining power (Moody’s, S&P) • Limited prospects for deleveraging in near future (Moody’s) • Compelling retail proposition and adequate liquidity profile (Moody’s, S&P) • Narrow footprint in city centres, only nascent ecommerce platform and supplier concentration (S&P) Ratings Moody’s: Corporate Family: B2 Senior Secured: B2 Outlook: Stable Rating pressure could arise from… Last update: 08/07/2014 • continued growth and high operating margins (Moody’s) • weakened credit metrics due to more aggressive financial policy (S&P) • a substantial increase in FCF generation (Moody’s) • negative FCF generation for a longer time (Moody’s) • EBITDAR coverage >2.2x and interest coverage >3.0x on a substantial basis (S&P) • • adjusted (Gross) Debt/EBITDA substantially towards 5.0x (Moody’s) FOCF weakened significantly or turn negative and interest coverage close to or below 2.0x (S&P) Adjusted (Gross) Debt/EBITDA remaining close to 6.5x (Moody’s) • S&P: Corporate Family: B Senior Secured: B Outlook: Stable Last update: 15/10/2014 Threshold for rating pressure… Adjusted (Gross) Debt/EBITDA (Moody’s) Fitch: Adj. Interest Coverage (S&P) Corporate Family: NR1 10.0x 9.0x 9.5x 8.5x 2014* Upward threshold Downward threshold Adj. EBITDA/interest >3.0x >3.0x <2.0x Adj. EBITDAR/interest <2.2x >>2.2x 8.8x Senior Secured: NR1 Outlook: n.a. 8.0x Last update: n.a. 7.0x 6.0x 5.0x threshold for upward rating pressure 1 4.0x 2011 2012 2013 (Gross) Debt/EBITDA 08/12/2014 Source: Company data, Moody’s, S&P, Berenberg Fixed Income Research; *S&P estimated figures 27 NR = Not rated THOM Europe Summary of company figures Selected profit & loss and cash flow financials (€ m) Selected balance sheet financials (€ m) and financial ratios 2011 2012 2013 3Q2014 2011 2012 2013 3Q2014 Sales 375.9 380.9 369.6 291.2 Balance Sheet Total 757.8 754.0 727.3 735.0 Gross Profit 229.5 240.5 240.3 200.7 Total Equity 127.6 106.2 73.9 55.7 -8.1 -1.8 -11.2 -3.0 Cash & Cash Equivalents 12.3 30.1 29.4 48.9 Adj. EBITDA 113.8 119.9 117.1 96.5 Adj. (Gross) Debt 817.8 907.8 928.1 846.9 Adj. EBIT 70.5 65.3 61.3 53.6 Adj. Net Debt 805.5 877.7 898.7 798.0 Adj. Funds From Operations 63.6 71.6 67.3 61.8 Adj. EBITDA Margin 30.3% 31.5% 31.7% 33.1% Adj. Cash From Operations 70.8 65.0 80.7 75.5 Adj. (Gross) Debt/EBITDA 7.2x 7.6x 7.9x 7.3x* Adj. Free Cash Flow 51.4 49.4 72.5 66.3 Adj. Net Debt/EBITDA 7.1x 7.3x 7.7x 7.0x* Adj. Interest Expenses 74.3 63.3 67.3 52.5 Adj. FFO Interest Coverage 0.9x 1.1x 1.0x 1.2x* Net Profit Revenue & Profitability Adj. Net Debt/EBITDA 400 40% Adj. FFO Interest Coverage 1,000 10.0x 100 8.0x 80 1.6x 35.1% 31.5% 800 30% 23.7% 20.2% 19.7% 18.9% 200 20% 100 10% 0 0% 2011 2012 2013 3Q2014 Revenue EBITDA Adjusted EBITDA addition EBITDA margin (rhs) Adjusted EBITDA margin (rhs) 08/12/2014 7.1x 7.7x 7.3x 7.0x 1.2x 1.1x 1.0x €m €m 300 €m 30.3% 31.7% 600 6.0x 400 4.0x 40 200 2.0x 20 0.0x 0 60 1.2x 0.9x 0.8x 0 2011 2012 2013 3Q2014* 0.4x 0.0x 2011 2013 3Q2014* Adj. FFO Adj. Interest Expenses Adj. FFO Interest Coverage (rhs) Adj. Net Debt Adj. EBITDA Adj. Net Debt/EBITDA (rhs) Source: Company data, Berenberg FI Research; *Ratios computed on basis of annualized figures 2012 28 3. Appendix: Macro-environment Macro driver #1: Economic growth (I) Close link between development of retail sales and GDP 8.0% 7.0% Retail sales growth is strongly correlated with overall economic growth. 6.0% 5.0% Growth rate (yoy) 4.0% Retail sales growth in France has been constantly higher than in the Eurozone, indicating a strong resilience of the French retail market. 3.0% 2.0% 1.0% 0.0% Although France lags behind the Eurozone in terms of economic recovery, retail sales growth on average has been considerably above 3% since year-end 2013. -1.0% -2.0% -3.0% -4.0% Even during the recent growth slowdown in France, retail sales growth has been strong compared to the Eurozone average. -5.0% -6.0% French GDP Eurozone GDP 08/12/2014 French non-food retail sales (3M average) Eurozone non-food retail sales (3M average) Source: Bloomberg (05/12/2014), Eurostat, Berenberg Fixed Income Research 30 Macro driver #1: Economic growth (II) Rough patch in the euro area, but growth is expected to accelerate Country Non-Food Retail Sales (yoy %) GDP (yoy %) Jul 2014 Aug 2014 Sep 2014 as of Q2 2014 2014e* 2015e* 2016e* 1 Ireland 5.2% 4.9% 6.4% 7.7% 4.6% 3.6% 3.7% 2 Latvia 4.1% 3.9% 0.6% 3.3% 2.6% 2.9% 3.6% 3 Luxembourg 7.6% 14.6% 14.9% 3.2% 3.0% 2.4% 2.9% 4 Estonia 9.2% 8.1% 9.3% 2.9% 1.9% 2.0% 2.7% 5 Slovenia 4.0% 2.0% 0.2% 2.8% 2.4% 1.7% 2.5% 6 Malta N.A. N.A. N.A. 2.5% 3.0% 2.9% 2.7% 7 Slovakia 3.2% 1.4% 3.2% 2.4% 2.4% 2.5% 3.3% 8 Germany 1.9% 3.9% -1.5% 1.4% 1.3% 1.1% 1.8% 9 Spain 0.3% 1.8% 0.5% 1.2% 1.2% 1.7% 2.2% 10 Netherlands 0.0% 5.6% -3.9% 1.1% 0.9% 1.4% 1.7% 11 Belgium 0.4% 6.1% 0.0% 1.0% 0.9% 0.9% 1.1% 12 Portugal 4.8% 4.4% 4.9% 0.9% 0.9% 1.3% 1.7% Ø Eurozone 2.3% 4.0% 0.6% 0.8% 0.8% 1.1% 1.7% 13 Austria -0.5% 2.7% 1.4% 0.5% 0.7% 1.2% 1.5% 14 France 3.5% 4.9% 2.9% 0.0% 0.3% 0.7% 1.5% 15 Finland -2.5% -0.6% -4.3% -0.1% -0.4% 0.6% 1.1% 16 Greece 2.5% 0.1% 0.0% -0.2% 0.6% 2.9% 3.7% 17 Italy 2.7% 1.8% 0.0% -0.3% -0.4% 0.6% 1.1% 18 Cyprus 6.9% 8.4% 9.1% -2.5% -2.8% 0.4% 1.6% The upswing within the euro area has been interrupted, mainly due to geopolitical crises (especially in Russia and Ukraine) which have weakened business confidence and investment. Overall economic growth is expected to increase moderately over the next two years with French growth slowly converging to the European average. However, France still lags behind and suffers from a lack of structural reforms, especially with regard to the crucial labour market. Click here for Berenberg’s latest economic forecasts 08/12/2014 Source: Bloomberg (05/12/2014), Eurostat, EU Commission, Berenberg Fixed Income Research; *EU Autumn Forecast (yoy %) 31 Macro driver #2: Unemployment (I) Close link between development of retail sales and employment 10.0% 7.0% 9.0% 8.0% 7.5% French unemployment reached its bottom in February/March 2008 with 7.2%. Since then, it has increased dramatically. With fewer people having a disposable income, consumer demand and hence retail sales were negatively impacted. 7.0% 6.0% 8.0% 4.0% 8.5% 3.0% 2.0% 9.0% 1.0% 0.0% 9.5% Unemployment rate Growth rate (yoy) 5.0% -1.0% -2.0% 10.0% Since July 2014, French unemployment has been at a historical peak of 10.5%, mainly due to the weak GDP development and the lack of structural reforms. -3.0% -4.0% 10.5% -5.0% -6.0% 11.0% French non-food retail sales 08/12/2014 French unemployment (rhs, inverted) Source: Bloomberg (05/12/2014), Eurostat, Berenberg Fixed Income Research 32 Macro driver #2: Unemployment (II) Eurozone unemployment rates expected to decrease and converge Country Rank by GDP Unemployment Rate as of September 2014* 2014e** 2015e** 2016e** as of Q2 2014 1 Germany 5.0% 5.1% 5.1% 4.8% # 1 2 Austria 5.1% 5.3% 5.4% 5.0% # 6 3 Malta 5.8% 6.1% 6.1% 6.2% # 18 4 Luxembourg 6.1% 6.1% 6.2% 6.1% # 12 5 Netherlands 6.5% 6.9% 6.8% 6.7% # 5 6 Estonia 7.7% 7.8% 7.1% 6.3% # 16 7 Belgium 8.5% 8.5% 8.4% 8.2% # 7 8 Finland 8.7% 8.6% 8.5% 8.3% # 8 9 Slovenia 8.9% 9.8% 9.2% 8.4% # 14 10 France 10.5% 10.4% 10.4% 10.2% # 2 11 Latvia 10.8% 11.0% 10.2% 9.2% # 15 12 Ireland 11.2% 11.1% 9.6% 8.5% # 9 Ø Euro Area 11.5% 11.6% 11.3% 10.8% - 13 Italy 12.6% 12.6% 12.6% 12.4% # 3 14 Slovakia 13.0% 13.4% 12.8% 12.1% # 13 15 Portugal 13.6% 14.5% 13.6% 12.8% # 10 16 Cyprus 15.1% 16.2% 15.8% 14.8% # 17 17 Spain 24.0% 24.8% 23.5% 22.2% # 4 18 Greece 25.9% 26.8% 25.0% 22.0% # 11 France has experienced continuously rising unemployment (except for a few short periods) since the beginning of 2008. However, French unemployment is still below the Eurozone average and has likely reached its peak with the rate of unemployment finally appearing to be slowing on the back of the “responsibility pact”, i.a. aiming at cutting payroll taxes to boost job creation. Despite the high unemployment in France, retail sales have been growing steadily over the past years. Click here for Berenberg’s latest economic forecasts 08/12/2014 Source: Bloomberg (05/12/2014), Eurostat, EU Commission, Berenberg; *Excp.: Lativa (06/2014) & Estonia (08/2014); **EU Autumn Forecast 33 Macro driver #3: Consumer confidence Consumer confidence as an indicator for future retail sales 5.0% 0 4.0% -4 3.0% -8 2.0% -12 1.0% -16 0.0% -20 -1.0% -24 -2.0% -28 -3.0% -32 -4.0% -36 -5.0% -40 -6.0% -44 Eurozone non-food retail sales France consumer confidence (rhs) 08/12/2014 Consumer confidence has consistently improved since the beginning of 2013 and has already reached pre-crisis levels, indicating a continuing upward trend for Eurozone retail sales. Consumer confidence index level 4 Growth rate (yoy) 6.0% French consumer confidence has been largely in line with the Eurozone average for the past 10 years. However, more recently consumers in France are considerably less confident than the average European consumer. Eurozone consumer confidence (rhs) Source: Bloomberg (05/12/2014), Eurostat, EU Commission, Berenberg Fixed Income Research 34 4. Disclaimer Disclaimer Please note that the use of this research report is subject to the conditions and restrictions set forth in the “General investment-related disclosures” and the “Legal disclaimer” at the end of this document. For analyst certification and remarks regarding foreign investors and country-specific disclosures, please refer to the respective paragraph at the end of this document. Disclosures in respect of section 34b of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) Company Alain Afflelou Darty PLC THOM Europe SAS (1) (2) (3) (4) (5) 08/12/2014 Disclosures no disclosures no disclosures no disclosures Initiation of coverage 8 December 2014 8 December 2014 8 December 2014 Joh. Berenberg, Gossler & Co. KG (hereinafter referred to as “the Bank”) or its affiliate(s) was Lead Manager or Co-Lead Manager over the previous 12 months of a public offering of this company. The Bank acts as Designated Sponsor for this company. Over the previous 12 months, the Bank and/or its affiliate(s) has effected an agreement with this company for investment banking services or received compensation or a promise to pay from this company for investment banking services. The Bank and/or its affiliate(s) holds 5 % or more of the share capital of this company. The Bank holds a trading position in shares of this company. 36 Disclaimer Historical recommendation changes for AAFFP 5 5/8 04/19 in the last 12 months Date 08 December 2014 Recommendation Marketweight Historical recommendation changes for DRTYLN 5 7/8 03/21 in the last 12 months Date 08 December 2014 Recommendation Overweight Historical recommendation changes for THOEUR 7 3/8 07/19 in the last 12 months Date 08 December 2014 Recommendation Overweight Berenberg distribution of recommendations and in proportion to investment banking services Overweight Underweight Marketweight 28.07 % 26.32 % 45.61 % 36.36 % 9.09 % 54.55 % Valuation basis / recommendation key Overweight: Sustainable spread tightening potential higher 10% within 3-6 months. Underweight: Sustainable spread widening potential lower 10% within 3-6 months. Marketweight: Limited spread movement potential. No immediate catalyst visible. NB The Bank’s Fixed Income Research Department does not make recommendations on the basis of absolute performance, but on performance expected relative to the market or peer group as spreads move with markets and sectors as well as with the issuer itself. 08/12/2014 37 Disclaimer Competent supervisory authority Bundesanstalt für Finanzdienstleistungsaufsicht -BaFin- (Federal Financial Supervisory Authority), Graurheindorfer Straße 108, 53117 Bonn and Lurgiallee 12, 60439 Frankfurt am Main General investment-related disclosures Joh. Berenberg, Gossler & Co. KG (hereinafter referred to as „the Bank“) has made every effort to carefully research all information contained in this financial analysis. The information on which the financial analysis is based has been obtained from sources which we believe to be reliable such as, for example, Thomson Reuters, Bloomberg and the relevant specialised press as well as the company which is the subject of this financial analysis. Only that part of the research note is made available to the issuer (who is the subject of this analysis) which is necessary to properly reconcile with the facts. Should this result in considerable changes a reference is made in the research note. Opinions expressed in this financial analysis are our current opinions as of the issuing date indicated on this document. We do not commit ourselves in advance to whether and in which intervals an update is made. The companies analysed by the Bank are divided into two groups: “full coverage“ - continued updates - and “screening coverage“ - updates as and when required in irregular intervals. The functional job title of the person/s responsible for the recommendations contained in this report is “Fixed-Income Research Analyst” unless otherwise stated on the cover. The following internet link provides further remarks on our financial analyses: https://www.berenberg.de/en/fir_en.html 08/12/2014 38 Disclaimer Legal disclaimer This document has been prepared by Joh. Berenberg, Gossler & Co. KG (hereinafter referred to as „the Bank“). This document does not claim completeness regarding all the information on the stocks, stock markets or developments referred to in it. On no account should the document be regarded as a substitute for the recipient procuring information for himself/herself or exercising his/her own judgements. The document has been produced for information purposes for institutional clients or market professionals. Private customers, into whose possession this document comes, should discuss possible investment decisions with their customer service officer as differing views and opinions may exist with regard to the stocks referred to in this document. This document is not a solicitation or an offer to buy or sell the mentioned stock. The document may include certain descriptions, statements, estimates, and conclusions underlining potential market and company development. These reflect assumptions, which may turn out to be incorrect. The Bank and/or its employees accept no liability whatsoever for any direct or consequential loss or damages of any kind arising out of the use of this document or any part of its content. The Bank and/or its employees may hold, buy or sell positions in any securities mentioned in this document, derivatives thereon or related financial products. The Bank and/or its employees may underwrite issues for any securities mentioned in this document, derivatives thereon or related financial products or seek to perform capital market or underwriting services. Analyst certification I, Jannik Prochnow, hereby certify that all of the views expressed in this report accurately reflect my personal views about any and all of the subject securities or issuers discussed herein. In addition, I hereby certify that no part of my compensation was, is, or will be, directly or indirectly related to the specific recommendations or views expressed in this research report, nor is it tied to any specific investment banking transaction performed by the Bank or its affiliates. 08/12/2014 39 Disclaimer Remarks regarding foreign investors The preparation of this document is subject to regulation by German law. The distribution of this document in other jurisdictions may be restricted by law, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. United Kingdom This document is meant exclusively for institutional investors and market professionals but not for private customers. It is not for distribution to or the use of private investors or private customers. United States of America This document has been prepared exclusively by the Bank. Although Berenberg Capital Markets LLC, an affiliate of the Bank and registered US broker-dealer, distributes this document to certain customers, Berenberg Capital Markets LLC does not provide input into its contents, nor does this document constitute research of Berenberg Capital Markets LLC. In addition, this document is meant exclusively for institutional investors and market professionals, but not for private customers. It is not for distribution to or the use of private investors or private customers. This document is classified as objective for the purposes of FINRA rules. Please contact Berenberg Capital Markets LLC (+1 617.292.8200), if you require additional information. 08/12/2014 40 Disclaimer Third-party research disclosures Company Alain Afflelou Darty PLC THOM Europe SAS (1) (2) (3) (4) (5) Disclosures no disclosures no disclosures no disclosures Berenberg Capital Markets LLC owned 1% or more of the outstanding shares of any class of the subject company by the end of the prior month.* Over the previous 12 months, Berenberg Capital Markets LLC has managed or comanaged any public offering for the subject company.* Berenberg Capital Markets LLC is making a market in the subject securities at the time of the report. Berenberg Capital Markets LLC received compensation for investment banking services in the past 12 months, or expects to receive such compensation in the next 3 months.* There is another potential conflict of interest of the analyst or Berenberg Capital Markets LLC, of which the analyst knows or has reason to know at the time of publication of this research report. * For disclosures regarding affiliates of Berenberg Capital Markets LLC please refer to the ‘Disclosures in respect of section 34b of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG)’ section above. Copyright The Bank reserves all the rights in this document. No part of the document or its content may be rewritten, copied, photocopied or duplicated in any form by any means or redistributed without the Bank’s prior written consent. © June 2014 Joh. Berenberg, Gossler & Co. KG 08/12/2014 41 4. Contacts Contacts INSTITUTIONAL SALES / SALES TRADING Hamburg Dusseldorf Institutional Sales Michael Brehmer +49 40 350 60 704 Nico Bürger +49 40 350 60 483 Sabine Hahn +49 40 350 60 754 Lutz-Dieter Mikus +49 40 350 60 752 Ingo Pufahl +49 40 350 60 499 Sven Zimatrys +49 40 350 60 390 Institutional Sales Jörg Bunse +49 211 540 728 44 Stephan Burmeister +49 211 540 728 41 Sebastian Krammich +49 211 540 728 43 Sales Trading Daniel Meier +49 211 540 728 42 London Sales Trading Jan Bruhns +49 40 350 60 703 Institutional Sales Stefan Binder +44 20 3207 7882 Conor Daly +44 20 3465 2734 Romain Foussadier +44 20 3207 2695 Alexandru Toroican +44 20 3207 7919 DEBT CAPITAL MARKETS Frankfurt/Main Sales Trading Aleksandar Doric +43 1 22 757 24 Rainer Kapeller +43 1 22 757 13 Vienna Dominik Gansloser +49 69 91 30 90 566 Jennifer Rojahn +49 69 91 30 90 562 Sven-Erik Schipanski +49 69 91 30 90 560 Christian Wöckener-Erten +49 69 91 30 90 565 Alexandra Ács +43 1 227 57 23 Renate Mayer +43 1 227 57 15 RESEARCH Corporates Public Sector & Financials Alexandre Daniel +49 69 91 30 90 593 Jannik Prochnow +49 69 91 30 90 595 Patrick Weber +49 69 91 30 90 594 Philipp Jäger, CIIA, FRM +49 69 91 30 90 590 Helge Schunck +49 69 91 30 90 591 Timo Segieth +49 69 91 30 90 592 08/12/2014 Vienna Institutional Sales Marco Ferrari +43 1 22 757 29 Klaus Giesecke +43 1 22 757 14 Stefan Haupt +43 1 22 757 20 Dr. Robert Hengl +43 1 22 757 22 Gerald Kohlmayer +43 1 22 757 18 Christoph Mayrhofer +43 1 22 757 12 Iris Sahinoglu +43 1 22 757 17 Dr. Marija Tomic +43 1 22 757 16 Martin Zezula +43 1 22 757 21 E-Mail: firstname.lastname@berenberg.com Internet: www.berenberg.com 43
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Source: Company data, Kundenmonitor, Dähne, Berenberg FI Research; *Bubble size = total net sales in Europe, Praktiker went bankrupt.
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