Saraiva
Transcription
Saraiva
Nau Securities Limited 2 Eaton Gate London SW1W 9BJ United Kingdom t +44 20 7947 5510 f +44 20 3043 0009 www.nau-securities.com John Nelson Ferreira, FCCA Investment analyst t +44 20 7947 5511 [email protected] Romas Viesulas Specialist sales t +44 20 7947 5515 [email protected] Saraiva 19 January 2015 Trading on 6% of sales for a reason Restructuring costs and gearing may inhibit publishing’s M&A strategy In April 2014, following our meeting with management in São Paulo, we concluded that the medium-term outlook for Saraiva had become less positive. This view was driven by our belief that management bandwidth and the firm’s balance sheet could become stretched in implementing what appeared to us to be a growth strategy that was too all-encompassing. Unless the firm found strategic partners for certain areas of its growth strategy and/or pulled out of areas where it was sub-scale, we believed that Saraiva could struggle to generate superior margins (we were 70bps below 2014 implied EBITDA margin guidance). The firm’s results for the first 9m of 2014 and the outlook for at least the first half of this year suggest to us that Saraiva may struggle to right size its retail operations and implement a suitably aggressive strategy to consolidate the content market for higher education and vocational courses in Brazil. 2 Retailing’s sales/m and SSS looks good but SG&A costs are too high Saraiva’s retail SG&A expenses were equivalent to 31% of net sales at 9m of 2014. This compares to 16% for Lojas Americanas, 23% for Via Varejo and 22% for Magazine Luiza. Even if management manages to reduce this ratio to say closer to 25% (it has not been lower than 27% in the 14 years since 2000), it will still result in Saraiva having to absorb a relatively heavy cost structure. Whilst Saraiva does not have 2 a “revenue problem” in that the firm performs well on sales per m compared to its peers, the combination of structurally higher operating expenses and a less ambitious growth plan than say Lojas Americanas (plans to open 800 new stores in the next five years), may make Saraiva’s revenue line vulnerable going forward. This is perhaps especially so with respect to the tablet, laptop, printer and smart phone segments, which together accounted for 29% of the firm’s 9m 2014 sales. We have assumed Saraiva spends R$20m in restructuring its retail division in 2015E and as a result is able to lift its EBITDA margin from this division from 2.4% in 2013, to 4.4% by 2017E. Buy, Price Target R$10.00 (+96%) RIC | BBG SLED4.SA | SLED4:BZ Sector Consumer discreationary | publishing & retailing Price (R$) 5.1 Number shares (m) 28.596 Market Cap. | EV (R$m) 144 | 724 Max | Min 52 week (R$) 22.79 | 5.00 Beta 0.54 Av. Daily Volume (US$m) 0.3 Free Float (%) 66 (SLED4) Local market | Index weight None Consensus distribution (3 B, 0 N, 2 S), PT 15.6 (29 – 12) R$m 13A 14E 15E 16E 17E 2144 2299 2444 2681 2881 EBITDA 95 113 95 165 183 EBIT 49 66 47 115 131 Net income 13 2 -15 42 54 EPS (R$) 0.42 0.09 -0.58 1.61 2.06 DPS (R$) 0.88 0.02 0.00 0.52 0.66 PER (x) 12.1 59.3 - 3.2 2.5 EPS growth (%) -85% -80% - - 28% Net sales Price/cash earnings Dividend yield (%) EqFCF yield (%) 2.5 3.0 4.4 1.6 1.4 17.3% 0.4% - 10.1% 13.0% -86.8% -103.6% -51.7% -5.3% -8.0% Price/book (x) 0.3 0.3 0.3 0.3 0.3 EV/EBITDA (x) 6.0 6.4 7.9 4.5 4.1 EV/EBIT (x) 11.5 11.0 16.1 6.4 5.6 EBIT Margin (%) 2.3% 2.9% 1.9% 4.3% 4.5% Pre-tax ROIC (%) 5.2% 6.2% 4.4% 10.6% 11.7% ROE (%) 2.5% 0.4% -3.2% 8.7% 10.5% Net debt/(cash) 423 580 610 594 593 4.4 5.1 6.4 3.6 3.2 Net debt/EBITDA (x) Source: Bloomberg, Nau Securities. Prices as of 19 January 2015 Saraiva! MAV 50d! MAV 200d! 40! R$! Saraiva! 35! 30! 25! 20! 15! 10! 0! Jan-15! Nov-14! Jul-14! Sep-14! May-14! Jan-14! Mar-14! Nov-13! Jul-13! Sep-13! May-13! Jan-13! Mar-13! Nov-12! Jul-12! Sep-12! May-12! Jan-12! 5! Mar-12! We calculate Saraiva is worth R$29 per share, implying 469% upside Given that we have assumed that Saraiva’s short-term earnings and cash flows will be disrupted by restructuring, we have arrived at a valuation for the firm based upon applying peer group price-to-sales multiples for the firm’s two operating divisions. We have valued the publishing business on the basis of applying a 50% discount to Abril Educação multiple of 212% and have valued Saraiva’s retail operations by applying 100% of the average price-to-sales ratios for FNAC, Barnes & Noble and Magazine Luiza (18%). After adjusting for group eliminations, we arrive at an equity value per share for Saraiva of R$29, which would represent 469% upside from the current share price. Whilst on the face of it, this looks appealing; we believe that the value of the firm’s divisions are a function of management’s ability to show that they can return the retail business to sustainable profitable growth and successfully diversify away from the public sector textbook market by developing new recurring revenue streams across the publishing and education market segments. Ahead of evidence that this is taking place, we continue to rate the firm a buy, but with a R$10 price target, which would place Saraiva on 6.2x 2016E earnings. Source: Bloomberg, Nau Securities! Saraiva 19 January 2015 An eventual year… Since our last published report on Saraiva on 23 April 2014 a number of significant developments have impacted the outlook for the firm: • On 19 August 2014, Saraiva announced that its longserving CFO, João Luís Ramos Hopp, had resigned after 24 years with the firm; • On 24 September 2014, Saraiva announced that it had only generated sales of R$154m from PNLD 2015, reflecting a collapse in its market share to 15.0% from PNLD 2012’ 24.6%. We had modeled R$200m in public sector textbook sales for 2014 (including digital content which has yet to be priced); • • On 7 November 2014, Saraiva announced that it had terminated its relationship with Michel Jacques Levy, the firm’s CEO, after just one year. Mr. Levy’s role has been eliminated on the basis that the two VPs responsible for the publishing and retailing divisions, namely Mauricio Fanganiello and Marcelo Ubriaco respectively, now report directly to Jorge Saraiva Neto, Saraiva, who has taken on the roles of President and Deputy-Chairman of the firm; On 13 November 2014, Saraiva released disappointing Q3 2014 results on the back of weaker than expected retail division margins. Management took the opportunity to revise down their guidance for EBITDA in 2014 by 40% from R$190m – R$210m, to R$110m to R$130m. Nau Securities was at R$175m. Management had issued its original guidance for 2014 on 17 April 2014. Restructuring in 2015? Marcelo Ubriaco aims to recalibrate the retail division by the summer Whilst Mauricio Fanganiello took the helm of the publishing business back in Q2 2013, Marcelo Ubriaco only assumed responsibility for the retail division in Q1 2014. He subsequently carried out a review of Saraiva’s retail activities through to the end of Q3 2014. From Q4 2014 through to the end of Q2 2015, Marcelo Ubriaco will focus on the implementation of initiatives that will: “Deliver solid results to shareholders and ensure customer satisfaction.” Saraiva aims to achieve up to a 7% retail EBITDA margin in 3-5 years In 2H 2015, Marcelo Ubriaco has been charged with developing a long-term plan for Saraiva’s retail division. Ultimately, management is aiming for the retail division to be able to deliver a 6% to 7% EBITDA margin in “three to five years.” We have modeled for Saraiva’s retail EBITDA margin to reach 4.4% by 2017E, having troughed at 2.3% in 2014E. Saraiva’s decision to essentially put the brake on further expansion of its retail footprint and target SSS real growth of at least 1%, essentially requires Marcelo Ubriaco to focus on ripping out both direct and indirect costs from the retail division. Brazilian general retailers sales/m2 (R$000), 9m 2014 ! Lojas Americanas (ex B2W)! 7.0! 12.1! Magazine Luiza (ex eCommerce)! Lojas Americanas! 13.0! Saraiva (ex eCommerce)! 14.2! Magazine Luiza! 14.8! Via Varejo (Casas Bahia)! 14.9! Via Varejo! 15.1! Via Varejo (Pontofrio)! 15.7! Saraiva! The retail division’s bloated cost structure needs to be addressed In our view, the flattening of the management structure has opened up the possibility of tackling the retail’s division’s bloated cost structure and the firm’s central overhead, where we estimate 500 of Saraiva’s staff represents just some 15% of the firm’s labour costs. We believe that the most immediate consequences from the realignment of the management team are that: a) Growth capex in the physical retail network will be reined in and management will focus on optimising the profitability of the existing 116 stores they already manage; including aiming to achieve at least 1% real growth in SSS going forward. We believe that Saraiva will only lift investment in the retail division if further opportunities emerge in the airport terminal space and/or it can secure improved terms from Brazil’s shopping mall operators with 2 respect to its megastore format (average size 860m and 2 we estimate cost of circa R$3,500/m ; b) Saraiva will embark upon a restructuring programme in 1H 2015, with the focus squarely on reducing the retail division’s SG&A. We estimate that the total costs associated with such a programme will amount to R$20m; c) What resources are available will be directed at publishing, with a view to implementing management’s goals of consolidating premium content for higher education and vocational studies and the ongoing digitalisation of content and related launches of new products. 20.7! 0.0! 5.0! 10.0! 15.0! 20.0! 25.0! Source: Company data, Nau Securities! Saraiva SG&A as % of retail sales, 2000 - 2017 ! Saraiva’s retail business does not have a critical revenue problem 2 The table above compares sales per M for Saraiva with Brazil’s other principal general retailers for the first nine months of 2014. Where possible, we have provided results on a consolidated basis and adjusted for a firm’s eCommerce revenues. As can be seen, Saraiva’s retail business does not have an obvious “revenue problem” , in that 2 sales/m for 9m 2014 on a consolidated basis is actually materially higher than any of its domestic peers and adjusted for the firm’s meaningful eCommerce sales (30% of consolidated revenues) is still a 2 respectable R$14,200/m . Furthermore, the firm has delivered positive and consistent performance with respect to SSS growth over recent quarters. This is especially so in the content of an operating environment that has been particularly testing for all of Brazil’s retailers. Saraiva has set a 1% real growth rate target for SSS going forward The chart below shows that whilst not as consistent as the extraordinarily stable level of SSS growth reported by Lojas Americanas, or as dynamic as the progression in SSS growth disclosed by Magazine Luiza, Saraiva has not failed to deliver positive SSS in any one of the last seven reported quarters. However, what can be said and indeed has been reflected in management’s recently stated business goals, is that Saraiva needs to start delivering real growth in SSS on a more consistent basis and indeed a minimum real rate of growth target of 1% has been set. 2 / 14 Saraiva 19 January 2015 Brazilian general retailers' SSS progression, Q1 2013 - Q3 2014 ! Saraiva! Lojas Americanas! Administrative expenses as % of SG&A, 9m 2014 ! Magazine Luiza! Saraiva! Via Varejo! Magazine Luiza! Lojas Americanas! 25.0%! 30%! 25%! 25%! 20.0%! 20%! 20%! 15.0%! 15%! 10%! 10.0%! 10%! 6%! 5.0%! Q1 2013! Q2 2013! Q3 2013! Q4 2013! Q1 2014! 5%! 0.0%! Q3 2014! Q2 2014! 0%! Saraiva! Via Varejo! Magazine Luiza! Source: Company data, Nau Securities! Lojas Americanas! Source: Company data, Nau Securities! Saraiva physical store network, 2005-2017 ! Saraiva capex by division, 2010-2017 ! Saraiva does have a challenge with respect to SG&A (especially “A”) The chart below sets out the stark challenge facing Marcelo Ubriaco when it comes to Saraiva’s retail division, namely the business has a bloated cost structure and especially so with respect to the firm’s administrative costs. As can be seen, Saraiva’s SG&A expenses were equivalent to an eye-watering 31% of net revenues for the first 9m of 2014. This compares to ratios ranging between 16% to 23% for the firm’s key domestic peers for the same period. We believe retail division restructuring will commence in Q1 2015 Management have provided no guidance or indeed confirmed that they plan to execute a restructuring programme. However, we believe that in the context of a decision to rein in the growth of the firm’s physical store network, this requires costs to be cut at the SG&A level and as such we believe will inevitably require a reduction in staffing levels. Saraiva has hired a Brazilian consultancy firm called Gradus (www.gradusconsultoria.com.br), to help management identify cost savings and avenues for greater efficiency. Given the timetable set out by Saraiva for Marcelo Ubriaco to implement changes to the retail business that will lead to improvements in profitability, we believe that Saraiva is likely to execute restructuring during the first quarter of this year. We have attempted to reflect the financial impact of such a process by making the following assumptions: Brazilian general retailers' 9m 2014 SG&A/sales ratio (%) ! Saraiva! Lojas Americanas (ex B2W)! Lojas Americanas! Via Varejo! Magazine Luiza! 35%! 31%! 30%! 23%! 16%! 22%! 25%! • Saraiva’s control functions represent 8% of the headcount, but some 15% of labour costs and that this area will see a 12.0% reduction in headcount; • 4,650, or 77.5% of the firm’s headcount is located in the retail division and 4.5% of this staff pool will be let go; • We have assumed that average severance costs equate to 12 months’ salary and as such the combined cost of redundancy in 1H 2015 will be R$15m; • We have assumed a further R$5m of costs will be incurred with respect to expenses, such as impairments charges and consultancy fees. 20%! 17%! 15%! 10%! 5%! 0%! Saraiva! Lojas Americanas Lojas Americanas! (ex B2W)! Via Varejo! Magazine Luiza! Source: Company data, Nau Securities! Retail capex as a % of retail gross sales, 2010-2016 ! Administrative costs were 25% of Saraiva’s 9m 2014 SG&A expenses The chart below also shows that Saraiva’s cost problems are in part a reflection of particularly high administrative cost line and in this regard, the retail division’s share of central overhead costs. In this latter respect, some 8% of Saraiva’s 6,000 employees work for central functions and we believe that their costs will represent close to 15% of the firm’s overall labour costs. For 9m 2014, administrative costs totaled R$98m and were equivalent to 25% of Saraiva’s total retail SG&A for the period. This ratio compares to 6% for Lojas Americanas, 10% for Via Varejo and 20% for Magazine Luiza. Estimated retail restructuring costs Central functions Retail Publishing Staff Other restructuring charges Total restructuring costs Staff Factor R$m Staff cuts 500 2 33 12.0% 4 4650 1 247 4.5% 11 850 1 45 0.0% 0 325 4.6% 15 6000 Severance 5 20 Source: Nau Securities 3 / 14 Saraiva 19 January 2015 We model the SG&A to sales ratio down 250bps by 2017E to 27.8% Retail SG&A represented 31% of the division’s physical store net revenues in 9m 2014 and management are aiming to take this down to closer 25.0% in the next three to five years. However, in the chart below, we set out the progression of Saraiva’s retail SG&A to sale ratio for the 17 years to 2017E. As can be seen, the lowest ratio ever recorded over this period was 27.5% in 2007 and indeed a ratio of below 28.0% was only ever subsequently recorded in 2011 and 2012. We have modeled for Saraiva to reach a ratio of 28.6% in 2015E, 28.0% in 2016E and reach 27.8% by 2017E. Needless to say, even if Saraiva is successful in cutting its SG&A costs, it will still be behind its peers with regard to the weight of operating expenses in its turnover, which ultimately could undermine its ability to compete and fund growth. This has been driven by our lower top line growth estimates (reflecting our new forecasts for the progression of the firm’s physical store network), our expectation of lower PNLD 2016 (a typically weaker cycle for Saraiva) and the absorption of R$20m of restructuring charges this year. For 2016E, we have reduced our EBITDA estimate by 34% to R$165m. In this report we have initiated estimates for 2017E and forecast EBITDA of R$183m for that year. Nau revised estimates, 2014E – 2016E 2014E 2015E 2016E Prior Nau 2404 2556 2857 Revised Nau 2299 2444 2681 -4% -4% -6% Prior Nau 175 221 250 Revised Nau 113 95 165 -35% -57% -34% 3.65 Net Sales (R$m) Difference (%) EBITDA (R$m) Saraiva SG&A as % of retail sales, 2000 - 2017 ! 40.0%! 35.0%! Difference (%) EPS (R$) 30.0%! Prior Nau 1.88 2.96 25.0%! Revised Nau 0.08 -0.56 1.48 Difference (%) -96% - -59% 20.0%! Source: Nau Securities estimates 15.0%! 10.0%! 2017! 2016! 2014! 2015! 2013! 2011! 2012! 2010! 2009! 2008! 2007! 2006! 2004! 2005! 2003! 2001! 2002! 2000! 5.0%! 0.0%! We model EPS to turn negative in 2015E and equal R$0.53 per share Our estimates for EPS have been significantly cut and may become materially below consensus once this catches up with the street’s revisions. Indeed we have slashed our 2014E EPS from R$1.88 to R$0.08 and forecast a loss per share of R$0.53 in 2015E, against an original EPS of R$2.96. Source: Company data, Nau Securities! Saraiva working capital cycle, 2012-2017 ! We cut 2014E EBITDA by 35% to R$113m (guidance: R$110m-130m) Management disclosed new guidance for 2014E with its release of Q3 2014 results on 13 November 2014. As can be seen, management brought down their guidance for gross revenues by 4% and EBITDA by a full 40% to a range of R$110m to R$130m. Management changed their metric from guidance on the ratio of net debt to EBITDA (2.8x), to an absolute range for net debt of R$500m to R$600m. The implied level of net debt at the mid-point of EBITDA guidance was R$560m. We have modeled R$580m. Store chain Saraiva physical store network, 2005-2017 ! iTown! Traditional bookshops! Megashops! Airports! 140! 120! 100! Saraiva management guidance for 2014E Original Gross sales (R$bn) EBITDA R$m) Net Debt (R$m) Revised 80! Difference 2.4 - 2.6 2.3 - 2.5 4% 190 - 210 110 - 130 40% 560 500 - 600 Change in metric 60! 40! Source: Company data. Note: Original net debt assumed from 2.8x multiple of net debt to EBITDA 2017! 2016! 2015! 2014! 2013! 2012! 2011! 2010! 2009! 2008! 2007! 2006! 2005! A worse than expected performance with PNLD 2015 hit the numbers We have reduced our net sales estimates for both 2014E and 2015E by 4% in large part due to lower estimates for PNLD revenues in each year. For 2014E, PNLD 2015 came in at R$154m. We have assumed a further R$15m of digital content will be booked in 1H 2015E from PNLD 2015. This compared to our original estimate of R$200m. For 2014E, we have assumed that PNLD 2016 revenues will total R$100m. Our revised 2014E gross sales estimate now stands at R$2,353m, or 2% above the lower end of management’s revised guidance. Our 2016E estimate for net sales of R$2,681m is 6% below our original estimate. We have reduced our EBITDA estimate for 2014E by 35% to R$113m, which now places us within management’s revised guidance of R$110m–R$130m. We have cut our 2015E EBITDA estimate from R$221m to R$95m which is likely to place us below consensus. 20! 0! Source: Company data, Nau Securities! Saraiva puts the break on expansion of the physical retail network One of the contributing factors in our revision of our estimates is that we had originally modelled for Saraiva to continue to expand its selling area over the forecast period. The table below compares our previous estimates for Saraiva’s retail network for the period 2014E2016E and our revised assumptions, following management’s shift in strategy. As can be seen, we originally modeled for Saraiva’s physical store network to reach 129 units by the end of 2016E, in large part through the continued roll out of both “new traditional” stores and megastores. We had also not modeled the roll out of airport units at that time. Our revised estimates have assumed no growth in the firm’s iTown store network over the forecast period. We have incorporated Saraiva’s move into the airport terminal space and indeed have assumed seven stores in operation this year and that this rises to nine in 2016E. 4 / 14 Saraiva 19 January 2015 Saraiva 2013 retail sales by channel ! Having originally modeled for the combined networks of “traditional stores” and megastores to total 120 by 2016E, we have now scaled this back to 103 and indeed have now assumed that Saraiva reduces its chain of “traditional stores” from 49 in 2014E to 45 by 2016E. In sales area terms, we estimate that this will reduce our original selling area assumptions by between 5% and 6% for 2015E and 2016E respectively. Management has stated that they are aiming to establish a five-year plan for the retail network with a view to better identifying where growth capex should be applied. For now, the firm 2 2 is experimenting with 400m -500m stores (mobile technology & game focus) and pop-up stores in malls (back-to-school, festivals, events – 81 “events” during 2014). ! eCommerce! 33%! Physical stores! 67%! Nau Securities prior & revised estimates for store network, 2014-16 2014 2015 7 8 9 Traditional bookshops 54 57 60 Megashops 57 59 60 0 0 0 118 124 129 7 7 7 Traditional bookshops 49 46 45 Megashops 57 57 58 3 7 9 80! 116 117 119 70! -2 -7 -10 60! -704 -3343 -4142 -1% -5% -6% iTown Airports Previous network iTown Airports Revised network Difference (retail units) Difference (selling area), m2 As a % of original selling area 2016 Source: Saraiva, Nau Securities! Capex Saraiva capex by division, 2010-2017 ! Retail! Publishing! 90! 50! 40! Source: Nau Securities estimates 30! 20! 2017E! 2016E! 2015E! 2014E! 2013! 2012! 2011! 10! 2010! Saraiva’s online offering must continue to evolve to compete Whilst management has been successful in turning around the profitability of its eCommerce channel and has carved out a reasonable slice of the Brazilian ecommerce market place (circa 2.5% with 15m visitors to the site each month) and indeed online sales represent close to 30% of retail turnover, we believe that the growing scale and purchasing power of the eCommerce platforms of Via Varejo, Lojas Americanas and Magazine Luiza, together with the medium to longer term threat of Amazon, will challenge Saraiva’s market share and the profitability of this channel. We believe that Saraiva is particularly vulnerable in the tablet, laptop, printer and smart phone segments, which together accounted for 29% of the firm’s overall retail sales at 9m 2014, against 11% back in 2006. Saraiva is not blind to these threats and competes on price for share in selective products according to our reviews of comparative price sites, seeks to cross-sell product offerings across its online and physical channels (seeking to leverage its position in the education space), has introduced a successful service offering at some of its stores (customers can bring in their tablets and smart phones for repairs and advice on usage and upgrades), is working to upgrade the experience of its online consumers through investment in the functionality of its web page (upgrade introduced at end of 2014) and logistics backbone (>60m deliveries per year and same-day-delivery) and continues to further diversify its product offering. The stakes are high and we believe that achieving success will involve significant management bandwidth and continuous investment in evolving the value proposition for the customer base. 0! Source: Company data, Nau Securities! We model capex/sales to fall from 3.8% in 2013, to 1.8% by 2017E In light of our revised assumptions for the progression of Saraiva’s physical store network over the forecast period, we have reduced our growth capex estimates for the firm’s retail division and increased our estimates for capex in the publishing business. Our model 2 assumed R$4,000 per m of capex re-based to 2012 adjusted for annual 3% real rises in building costs. Given our lower estimates for the expansion in selling area over the forecast period, we have reduced our absolute capex estimate for the retail division from R$45.6m in 2015E, to R$26.0m, for example. Below we provide an overview of our revised retail capex assumptions compare to our original estimates in the context of the ratio of retail capex to gross retail sales for the period 2010-2016. As can be seen, our revised estimates see the ratio drop 200bps from 3.8% in 2013 to 1.8% by 2016E (original estimate of 2.7%). 5 / 14 Saraiva 19 January 2015 c) Saraiva already has a commanding presence in segments of the higher education market place, such as an estimated 35% market share of the legal and technical textbook market and Brazil’s leading overall STM publisher (Business Administration, Economics, Accounting, Marketing, Law), with some 20% market share. Apart from the specific advantages of having meaningful share of these important courses, Saraiva’s brand has high awareness on campus as a result; d) Saraiva already has experience in digitalising its content for higher education students and indeed its B2B e-book subscription model (“Minha Biblioteca”) has seen enrolled students jump from 170,000 in Q3 2013, to 370,000 in Q3 2014. e) Saraiva acquired a publishing house called Editora Érica for an undisclosed sum in June 2013. The firm specialises in the publication of books for technicians, such as computer programmers and engineers and generated net revenues of R$14.2m and EBITDA of R$4.9m in 2012. Less than six months later, on 9 December 2013, Saraiva announced that it had signed a contract with Kroton Educacional S.A for the provision of content for 25 courses to be offered by Editora Érica through Brazil's National Programme for Access to Technical Education and Employment (Pronatec). Created in 2011, the Pronatec programme involves a variety of initiatives designed to support the development of technicians in Brazil and has a R$5.2bn budget for 2014 (R$3.7bn in 2013). Given that the OECD estimates that technical courses have a penetration rate of 19% in Brazil, against 27% for OECD as a whole, there is room for Saraiva to continue to expand its business in this market segment and as such this represents an important area for management focus over coming quarters and years. Retail capex as a % of retail gross sales, 2010-2016 ! Previous! Revised! 6.0%! 5.0%! 4.0%! 3.0%! 2.0%! 2016E! 2015E! 2014E! 2013! 2012! 2010! 2011! 1.0%! 0.0%! Source: Company data, Nau Securities! Saraiva spends R$49m on a share buy-back programme over 2014 On 13 February 2014, the Board of Directors approved a share buyback programme for up to 510,173 and 1,581,128 ordinary and preferences shares respectively. This represented 5% and 8% of each share class. At the time of writing, we have assumed that 80% of this programme was completed at a cost of some R$24m. As was the case when this programme was launched, we question the logic of applying so much capital to buying back shares at a time when the firm has elevated levels of gearing and has ambitions to consolidate the market for higher educational content. Educational content There is a major market opportunity for distance learning solutions Saraiva is present across every segment of the student market place through the publication of public sector textbooks and the provision of teaching systems and distance learning solutions. Management believes that the single most significant opportunity for the firm’s publishing division is the provision of premium content for students involved in either professional/vocational education (1m) or more broadly, higher education (7m). In specific terms, Saraiva believes that there is a market opportunity for the provision of distance learning solutions for students in higher education. We consider that this focus is attractive due to the following considerations: a) Whilst the enrolment numbers for private schools is on the rise due to increased affluence (2010-2013 CAGR +4%) the overall student population of 2-18 year olds in Brazil is actually declining (2010-2013 CAGR -1%). On campus higher education enrollment has seen a CAGR of 4% over 2010-2013, or the same rate of growth as that of private school student enrollment. Higher education distance learning saw a CAGR of 7% over 2010-2013; b) The market place for providing solutions for students in the pre-school to high school segment is characterised by the presence of a number of significant players and certainly so compared to the market place for students in higher education. Furthermore, Saraiva aims to focus on providing hybrid solutions for small and medium sized HEIs to help them reduce costs and attract and retain students; We estimate publishing will spend R$119m over 2015E-2017E Whilst Saraiva already has important elements of what would be required to deliver a competitive solution for higher education students, the firm can further consolidate the content market in this space and as such requires capital to execute M&A. We have assumed that Saraiva can spend a total of R$119m over the three years to 2017E on its publishing activities. Some of this expenditure should be applied to maintenance capex, the roll-out of new products and services including the continued digitalisation of content and launch of new products. With gearing levels remaining high over our forecast period (net debt to EBITDA of 3.6x in 2016E and 3.2x in 2017E), we do not believe that the firm has much room for meaningful M&A and will probably target similar sized deals to Editora Érica, which it acquired back in June 2013. Forming a partnership could jump-start Saraiva’s growth strategy Given that one of the firm’s 14 initiatives for growth is “Expansion through partnerships in the education value chain.”, if Saraiva does proceed down this path, much will depend on the nature and commitment of any partner management chooses to work with in these markets. There is a scenario where a partner of high standing could persuade the market that Saraiva would have a credible chance of establishing a meaningful business in the distance learning and high school and college markets in the near-term and create the possibility for the firm to be rated more in the context of Kroton Educacional and Abril Educação than, say, FNAC or Barnes & Noble. 6 / 14 Saraiva 19 January 2015 National textbook program (PNLD) Brazilian purchase of text books for the public sector, PNLD 2002 ! High$school$ R$m! 250! 6th$%$9th$ 1st$%$5th$ 200! 150! The future may bode well for Saraiva, given its multi-year track record with respect to the PNLD auction process and its proven ability with regard to the digitalisation of educational content. However, the firm also faces threats, given the larger balance sheet and capabilities of the likes of Abril Educação, the current leader in the public sector textbook space, other local competitors and of course Amazon, which has recently struck a deal with the Brazilian Ministry of Education for the free use of their Kindle application to distribute digital textbooks to public sector teachers. Saraiva 2013 publishing revenues by client segment ! 100! 2016E! 2010! 2013! 2007! 2004! 2015E! 2009! 2012! 2006! 2003! 2017E! 2011! 2014! 2008! 2005! 2002! 50! ! Public sector! 34%! 0! Private sector! 66%! Source: Saraiva, Nau Securities! The results of the 2015 National Textbook Program were released by the National Fund for Educational Development ("FNDE") on 22 September 2014. The “PNLD 2015” covers the purchase of textbooks, digital objects and content in the “MEC Daisy format” (for the visually impaired): Working capital Our assumptions are more modest than management’s goals on NWC The chart below sets out our progression for Saraiva’s working capital cycle over the forecast period of 2014E-2017E. As can be seen, we have modeled for the firm’s working capital cycle to peak to rise to 128 days in 2014E from 111 days in 2013, peak at 134 days in 2015E and then fall back to 131 days by 2017E as management works through their plans to better manage NWC. Inherent in our forecasts is that management is not able to deliver more meaningful improvements in working capital management as we believe that what benefits will be derived from improved stock control (new logistics backbone) and a more focused approach towards the commercialisation of products through both the eCommerce and physical store network, these will be in part mitigated as a result of the overall competitive environment. Saraiva working capital cycle, 2012-2017 ! Days inventory outstanding (DIO)! Days payable outstanding (DPO)! Days sales outstanding (DSO)! Working capital cycle (days)! 160! 250! 140! 200! 120! 150! 100! 100! 0! 40! -50! 20! -100! 0! -150! 2017E! 50! 60! 2016E! 80! 2015E! Back in June 2014, Saraiva announced that Brazil’s Department of Basic Education/Ministry of Education (MEC) had approved 74% of its submitted portfolio of high school textbooks for PNLD15, a marked improvement on the 66% ratio achieved in the last cycle (PNLD12). Of the 23 textbooks submitted, 17 were approved. Saraiva’s textbooks related to eleven of the twelve subject areas included in PNLD 2015. Abril Educação also provided more granularity with respect to the performance of its publishing houses, Ática and Scipione. Of the 26 textbooks submitted by Ática and Scipione, 20 were approved, which corresponded to an approval rate of 77%, against the 55% approval rate achieved for PNLD 2012. On 24 September 2014, Saraiva announced that the value of its sales of physical textbooks totaled R$154m. No value had been agreed for the digital components of PNLD 2015. This result compared to our original estimate of R$200m in revenues from PNLD 2015. For the previous relevant three year cycle (PNLD 2012) there were 91.7m new adoptions (43.1m for PNLD 2009) with Saraiva securing orders for 22.6m textbooks, equivalent to a 24.6% market share (27.1% for PNLD 2009). The total value of the PNLD 2012 contract for Saraiva was R$205m (PNLD 2009 R$143m). Whilst Saraiva performed well in PLND 2014 and indeed in market share terms punched above its weight with respect to the “digital components” of the public sector text book auction (market share of 22% against an overall market share of 13.9%), we are entering a period of significant uncertainty with respect to how fast and in which format the Federal Government will look to adopt digital content, the related means of transmitting that content to the country’s student population and what margins will be on offer for providers of content (note a material element of any PNLD auction is replacement of textbooks which would not be relevant in a scenario where content is provided digitally). We model PNLD at 22% of publishing sales by 2017E (34% in 2013) We have modeled revenues of R$100m from PNLD 2016 in 2015E, R$140m from PNLD 2017 in 2016E and R$135m from PNLD 2018 in 2017E. BY 2017E, our model results in public sector sales representing 22% of publishing revenues compared to 34% in 2013. 2014E! Abril Educação (Ática and Scipione): 30.4m textbooks 20.6m in the new adoption (High school )and 9.8m for replacements of previous years (Elementary Education I and Elementary Education II). Source: Saraiva, Nau Securities! 2013! • Saraiva: 17.2m textbooks (12.4m for the new adoption (High School) and 4.8m for replacement for previous years (Elementary Education I and Elementary Education II). 2012! • Source: Company data, Nau Securities! 7 / 14 Saraiva 19 January 2015 Valuation We believe that Saraiva’s management needs to: Implied equity value calculation for Saraiva & assumptions Retailing Show that they can return the retail business to sustainable profitable growth. % 1829 80% Publishing 524 22% Elliminations -54 -2% 2299 100% Group Whilst we believe that management are focusing on the right areas (e.g. taking on SG&A costs), the fact is that, even if they were able to achieve their goal of cutting retail SG&A expenses to around 25% of turnover, this would still be an inferior performance to every one of their major competitors. As such, there is a danger that Saraiva will struggle to break out from the retail division’s sub-optimal margins and that the pressures faced by the division will only rise as larger competitors in both the physical and online channels leverage their growing pricing power across Saraiva’s key product categories. R$m Saraiva 2014E net revenues Trailing 12m price/sales ratio Abril 212% Lojas Americanas 115% Magazine Luiza 14% FNAC 17% Barnes & Noble 22% Implied equity values Publishing: @ 50% of Abril ratio 554 63% Retail: 37% 878 100% -57 Implied equity value of Saraiva 821 Current equity value of Saraiva 144 Difference 677 Implied upside 469% Implied target price (R$) R$29.0 Source: Nau Securities, Bloomberg. Saraiva Gearing Our model produces a net debt to EBITDA ratio of 5.1x for 2014E Saraiva has elevated levels of financial gearing. We have modeled for the firm to finish 2014E with net debt of R$580m, which would fall within the higher end of management’s recent guidance for net debt of R$500m to R$600m. Given our 2014E EBITDA estimate of R$113m, Saraiva has a net debt to EBITDA ratio for 2014E of 5.1x. We have modeled for Saraiva to be able to reduce its gearing ratio to 3.2x by 2017E. Saraiva net debt to EBITDA ratio, 2012-2017E ! Net debt (R$m)! Net debt to EBITDA ratio (%)! 600! 5.0! 500! 4.0! 400! 3.0! 300! 2.0! 200! 1.0! 100! 0.0! 0! 2017! 6.0! 2016! 700! 2015! 7.0! 2014! We calculate Saraiva is worth R$29 per share, implying 469% upside Given that we have assumed that Saraiva’s short-term earnings and cash flows will be disrupted by restructuring, we have arrived at a valuation for the firm based upon applying peer group price-to-sales multiples for the firm’s two operating divisions. We have valued the publishing business on the basis of applying a 50% discount to Abril Educação multiple of 212% and have valued Saraiva’s retail operations by applying 100% of the average price-to-sales ratios for FNAC, Barnes & Noble and Magazine Luiza (18%). After adjusting for group eliminations, we arrive at an equity value per share for Saraiva of R$29, which would represent 469% upside from the current share price. Whilst on the face of it, this looks appealing; we believe that the value of the firm’s divisions are a function of management’s ability to show that they can return the retail business to sustainable profitable growth and successfully diversify away from the public sector textbook market by developing new recurring revenue streams across the publishing and education market places. Ahead of evidence that this is taking place, we continue to rate the firm a Buy, but with a target price of R$10.00, which would place Saraiva on a 2016E PE of 6.2x. 324 Less elliminations (@ 50% of Abril) 2013! If one believes that ultimately change will occur, there is value We believe that management will face difficulty implementing their ambitious growth plans for publishing, given the current initiatives to rebalance the retail division and the overall elevated level of financial gearing at the firm. Indeed, we do not expect Saraiva to be able to deliver superior shareholder returns over the forecast period and have modeled for Saraiva only to be able to generate a post-tax ROIC of 8.4% by 2017E. However, if one takes the view that we are mistaken on our outlook and that the firm’s margins and related returns will be more positive over 2014E-2017E, there is an attractive valuation case. @ 100% of FNAC/B&N/ML ratios Total 2012! Successfully diversify away from the public sector textbook market over time by developing new recurring revenue streams across the publishing and education market places for the firm to enjoy a sustainable rerating. Source: Company data, Nau Securities! 8 / 14 Saraiva 19 January 2015 BNDES transform the maturity and effective cost of Saraiva’s debt On 14 August 2014, Saraiva announced that it had agreed a finance line with BNDES totaling R$629m. The majority of the funds have been sourced from the PROCULT fund (Program for the Development of the Culture Related Economy) and are to be used in support of the firm’s investment programme for the period 2013-2016. The financing line with both reduce Saraiva’s absolute cost of borrowing and extend the maturity of its debt. The funds from the line will be released in three installments, with approximately 30% freed during the second semester of 2014; a further 30% in 2015; 25% in 2016 and the remaining balance in 2017. Principal will be amortised over ten years (2014 to 2024), including a 24 to 36 month grace period, corresponding to an average duration of 59 months, compared to Saraiva’s then average duration of just ten months. 67% of the interest cost of the debt will indexed to Brazil’s long-term interest rate, namely the TJLP and the remaining balance to Selic. This would imply a blended cost of debt of just over 8% (excluding bank guarantee costs), compared to an estimated average cost of debt at the time of some 13%. Up until the end of 9m 2014, R$200m had been released to the firm. Saraiva disclosed that the duration on its R$726m of gross debt equaled 23 months at 9m 2014 and that it estimated that this would rise to 36 months by 2015E. 9 / 14 Saraiva 19 January 2015 R$m PL 2013A 2014E 2015E 2016E 2017E 1924 2144 2299 2444 2681 EBITDA 183 95 113 95 165 % margin 9.5% 4.4% 4.9% 3.9% 6.1% Net sales EBIT 144 49 66 47 115 % margin 7.5% 2.3% 2.9% 1.9% 4.3% (38) (39) (63) (62) (57) 0 0 0 0 0 106 10 3 (15) 58 -27% 27% -28% 0% -28% (29) 3 (1) - (16) - - - - - Minority interest (0) 0 0 0 0 Reported net income 77 13 2 (15) 42 Adjusted net income 77 13 2 (15) 42 Accounts receivable 370 257 315 326 350 Inventories 403 503 546 594 637 Other current assets 105 166 192 198 195 Accounts payable 299 216 220 232 255 Other current liabilities 105 109 92 97 106 Net working capital 473 601 741 789 820 Tangible assets 126 116 111 106 105 Intangible assets 156 175 175 175 175 88 85 77 56 53 516 516 481 466 493 Net financial result Non-Recurring result Profit before taxation % tax Taxation Equity income BS Other assets Shareholders funds Other liabilities Gross debt Cash 39 44 49 67 446 740 770 754 160 87 23 160 160 288 423 580 610 594 1335 1326 1577 1615 1675 144 49 66 47 115 39 46 48 49 50 Net change in working capital -27 -128 -140 -47 -32 Capex (64) (59) (62) (62) (68) 0 -22 0 0 0 (25) (25) (25) (1) - 21 64 226 30 (16) Net (cash)/ debt Total Assets CF 40 375 Profit before taxation Depreciation Net (acquisitions)/disposals Dividends Other items Cash flow increase/(decrease) Equity free cash flow (15) (64) (89) (30) 16 25 (128) (152) (76) (8) Source: Nau Securities, Saraiva 10 / 14 Saraiva 19 January 2015 R$m EV 2013A 2014E 2015E 2016E 2017E Market capitalisation 144 144 144 144 144 Net debt/(cash) 288 423 580 610 594 1 1 1 1 1 432 566 724 754 740 Other Enterprise value Per # shares ('000) 28.28 28.28 28.28 28.28 28.28 Share Gross Dividend (R$) 0.92 0.88 0.02 0.00 0.52 EPS (R$) 2.72 0.42 0.08 -0.53 1.48 Adjusted EPS (R$) 2.72 0.42 0.09 -0.58 1.61 Equity free cash flow (R$) 0.88 -4.51 -5.39 -2.69 -0.28 18.24 18.23 17.01 16.47 17.43 Book value (R$) Equity PE ratio (x) 1.9 12.4 60.4 -9.0 3.2 Multiples Equity free cash flow yield (%) 16.9% -86.8% -103.6% -51.7% -5.3% Dividend yield (%) 17.7% 17.0% 0.4% 0.0% 10.0% P/BV (x) 0.3 0.3 0.3 0.3 0.3 EV EV/sales (x) 0.2 0.3 0.3 0.3 0.3 Multiples EV/EBIT (x) 3.0 11.6 11.0 16.2 6.5 EV/EBITDA (x) 2.4 6.0 6.4 7.9 4.5 12.1% -13.7% -14.7% -1.9% 4.5% 0.5 0.6 0.7 0.7 0.7 EV free cash flow yield (%) EV/invested capital (x) Return ROE (%) 15.7% 2.5% 0.4% -3.2% 8.7% & Pre-tax RoIC (%) 17.9% 5.2% 6.2% 4.4% 10.6% Capital Net debt (cash) / EV (%) 66% 74% 80% 81% 80% Structure Short-term debt / gross debt (%) 40% 50% 68% 65% 66% 138% 126% 117% 118% 125% Interest cover (x) 4.3 2.3 1.7 1.5 2.6 Dividend cover (x) 3.0 0.5 4.0 - 2.9 Net debt/EBITDA (x) 1.6 4.4 5.1 6.4 3.6 Gross debt/EBITDA (x) 2.1 4.7 6.5 8.1 4.6 104% NWC + Net tangible assets / EV (%) Coverage Investment Cash conversion (%) & Capex/sales (%) Efficiency Asset replacement (%) Asset utilisation (x) 102% 58% 65% 101% 3.3% 2.7% 2.7% 2.5% 2.5% -166% -128% -130% -128% -136% 2.4 2.3 2.2 2.3 2.5 10.0 17.7 20.2 22.5 25.4 NWC turnover (x) 4.2 4.0 3.4 3.2 3.3 Cash conversion cycle (days) 90 93 102 103 100 Fixed assets turnover (x) Source: Nau Securities, Saraiva. 11 / 14 Saraiva 19 January 2015 Stores 2013A 2014E 2015E 2016E 7 7 7 7 7 Traditional bookshops 50 49 46 45 44 Megashops 54 57 57 58 59 1 3 7 9 9 112 116 117 119 119 2017E iTown Airports Total Selling area (m2) 2017E 2013 2014E 2015E 2016E 1058 1058 1058 1058 1058 Traditional bookshops 13383 13132 12328 12060 11792 Megashops 46643 49248 49248 50112 50976 212 636 1484 1908 1908 Total 61296 64074 64118 65138 65734 2013 2014E 2015E 2016E 2017E iTown 42.0% 0.0% 0.0% 0.0% 0.0% Traditional bookshops 0.0% -1.9% -6.1% -2.2% -2.2% Megashops 6.6% 5.6% 0.0% 1.8% 1.7% - 200.0% 133.3% 28.6% 0.0% 5.9% 4.5% 0.1% 1.6% 0.9% iTown Airports Growth in selling area (m2) Airports Total Gross sales (R$m) 2013 2014E 2015E 2016E 2017E 1221 1366 1475 1581 1680 580 580 638 715 798 Consolidated gross sales 1801 1946 2113 2296 2478 eCommerce as % of total (%) 32.2% 29.8% 30.2% 31.1% 32.2% 6.7% 6.0% 6.5% 5.5% 5.3% Physical store gross sales eCommerce gross sales Same-store-sales growth (%) Net sales (R$) 2013 2014E 2015E 2016E 2017E 1688 1829 1986 2159 2329 Publishing 507 524 515 585 620 Intragroup -51 -54 -58 -63 -68 2144 2299 2444 2681 2881 Retail Consolidated Net sales growth (%) 2013 2014E 2015E 2016E 2017E Retail % of total 76.9% 77.7% 79.4% 78.7% 79.0% Retail YoY growth 11.9% 8.4% 8.6% 8.7% 7.9% Publishing % of total 23.1% 22.3% 20.6% 21.3% 21.0% Publishing YoY growth Overall YoY growth EBITDA (R$) 7.8% 3.4% -1.7% 13.6% 6.0% 11.4% 7.2% 6.3% 9.7% 7.5% 2013 2014E 2015E 2016E 2017E Retail 41 42 51 88 102 Publishing 54 71 44 77 80 Consolidated 95 113 96 165 183 2013 2014E 2015E 2016E 2017E 2.4% 2.3% 2.6% 4.1% 4.4% 10.6% 13.5% 8.6% 13.2% 13.0% 4.4% 4.9% 3.9% 6.1% 6.3% EBITDA margin (%) Retail Publishing Consolidated Source: Nau Securities estimates 12 / 14 Saraiva 19 January 2015 DISCLAIMER 5.3 1. 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However, nothing in this clause shall prevent the Arbitrator, should he think fit, from making the costs and expenses of the ADR the subject of an Order in the arbitration. 8. Nau accepts no responsibility whatever for any failure to observe the foregoing. Nau Securities Ratings weight # Covered Stocks % Weight Buy 38 56 Fair Value 20 30 9 14 Sell 13 / 14 Source: Saraiva