Investor Presentation - The Fresh Winner in Discount Retail
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Research Guidelines AGENDA Company summary Investment proposition Key Drivers of growth Financials Appendix: - Senior Management - Shareholder structure Confidential 1
We are The Fastest Growing Grocery Retailer in Turkey $2.4bn 5,100 +c.1,000 New stores Turnover Stores(1) opened p.a.(2) 40% 16% $94m LFL sales CAGR(3) EBITDA(5) growth(4) 96% 1,500 650m Cash Transactions SKUs(7) conversion(6) p.a.(7) Source: Management information, Central Bank of Turkey. Note: Financials converted from TL to USD at FX 3.6445, average for 2017, based on TCMB. Unless otherwise noted, financials presented for Şok, excluding impact of UCZ and Non-Şok operations (5) Adjusted EBITDA FY2017A. Defined as operating profit / loss plus depreciation & amortisation, before of Teközel. other income / (expense), historical royalty payments on brands acquired and results of Non-Şok (1) As at 31 December 2017. operations of Teközel. (2) Last 3 years average p.a. (6) Consolidated financials for FY2017A; defined as Net cash generated in operating activities – capex (3) Turnover CAGR 2015A-2017A. (excludes refurbishment of old stores & warehouses) / Adj. EBITDA. 2 (4) Şok stores only. Like-for-like sales for FY2017 calculated on the basis of daily net sales generated in (7) Şok stores only. 2017 by stores operating on 31 Dec 2015 and that were still open on 31 Dec 2017.
We Have Come a Long Way Phase III: 2015 … Transformation & Organic Growth Phase II: 2015 c.2,700 stores transformed in 2016 New Format Design and 2017 Phase I: 2011-2014 Strong store opening of c.1,000 Acquisitions & Integration New management stores p.a. New discount format Şok became fastest growing Acquisition of DiaSA and enhancing shopping retailer in the market Onurex experience White Space Opportunity Refined SKU and product Introduced Fresh and mix Personal Care Introduced strong Private Label brands Founded in 1995 2011 Turkish Retail Investments B.V.(1) Stores Sales (TLm)(2) acquired Şok stores from Migros Saw significant opportunity 8.713 in Discount retail segment 5.100 4.5x 6.6x Believe Şok was an asset with a huge potential if properly managed 2.301 3.584 1.144 1.325 (3) 2012A 2014A 2017A 2012A 2014A 2017A Source: Management Information. (1) Yıldız Holding currently controls 100% of Turkish Retail Investments B.V. 3 (2) All financials presented for Şok, excluding impact of UCZ and Non-Şok operations of Teközel. (3) 2012 sales as per IFRS audited financials.
Research Guidelines Our Investment Proposition is Exciting Most Attractive Grocery Market in Europe Winning Proposition with a Differentiated Format Excellent Operational Execution Superior Growth and Cash Flow Generation Significant Profitable Growth Opportunity Confidential 4
One of Europe’s Fastest Growing Markets, where Discount Outperforms High growth market Grocery Market Growth in Turkey(1)(2) Modern channel is taking share proposition Winning 46% Operational excellence Discount is the winning format 28% with highest share gains performance 19% Superior 13% 11% Future growth Discount satisfying consumer demands of proximity and price Total Traditional Modern Discount Şok (incl. Şok) Source: MK Novo Analysis for Traditional, Modern & Discount growth rate, Management information for Şok growth rate. (1) 2012-17A Grocery Retail Market Size CAGR, calculated by annual household consumption, at fixed 2017 exchange rates and using current prices; market data based on MK Novo analysis. (2) Revenue growth between 2012-2017 (CAGR) presented for Şok, excluding impact of UCZ and Non-Şok operations of Teközel. 2012 sales as per IFRS audited financials. 5
Increasing Modern Penetration with Continued Momentum High growth market Wave of Change in Turkey Turkey Behind Other European Markets Evolution of Store # by Channel (‘000) Share of Grocery Market (value) proposition Forecast Winning 240 15% 19% 28 203 34% 55% 60% 165 68% 72% Operational excellence 14 85% 81% 10 66% 45% 40% 32% 28% performance 2008 2012 2017 Russia 2023P Poland Germany 2008 2012 2017 2008 2012 2017 Superior Modern Retail Traditional Retail Turkey 2017 Modern Traditional Future growth Large base of traditional stores still exists Modern penetration significantly lower than Also c.400 local supermarket operators other markets with c.8,100 stores Source: MK Novo Analysis. 6
Fragmented Market Creates Major Market Share Opportunity High growth market Modern Channel Traditional Channel Supermarket Supermarket Discounters (As of 2017) proposition National Players Local Players Mom & Pop’s / Others Winning Number of Players(1) 2 c.400 3 c.166,000 Number of 2,271 8,100 18,250 c.166,000 Operational Stores(1) excellence Total Selling Area (‘000 sqm)(1) 2,265 5,500 4,340 7,111 Average Store Size performance (sqm)(1)(2) c.1,000 c.680 c.240 c.45 Superior Revenue (TLbn)(1) 19 37 45 154 Revenue Growth Future growth 2012-2017 17% 12% 28% 11% Market Share(1) 7.5% 14.5% 18.0% 60.0% Market Share 1.1% (1.3%) 8.0% (7.8%) Change 2012-2017 Source: MK Novo Analysis. (1) Data as of 2017. (2) Average Store Size figures represents an average selling area for each retail model consisting of multiple formats with different store sizes. National supermarket have multiple retail formats that include 7 hypermarkets and large supermarkets (>1000 sqm), supermarkets (>400sqm) and small store formats (
Şok is Already Best-in-Class High growth market Market Evolution proposition Revenue Growth # of Stores Growth Şok’s Market Share Winning ’12-’17A (CAGR) ’12-’17A (CAGR) ’12-’17A(1) 46% +2.6ppt +11.0ppt 35% Operational excellence 19,3% 25% performance 19% Superior 16% 17% 8,3% 3,4% Future growth 0,8% (2) (3) Şok Other Supermarkets Şok Other Supermarkets Discounters Discounters 2012 2017 Total Grocery Market Share Source: Management information, MK Novo Analysis. Discount Market Share (1) Denotes market share in Turkey in Discount and Total Grocery Market, per MK Novo Analysis, determined by Revenue. (2) 2012 sales as per IFRS audited financials. 8 (3) Stores for Şok excluding UCZ per management information.
We Created the Most Relevant Consumer Offering High growth market proposition Winning Exclusive Shopping Proximity Price Choice & branded experience Operational excellence products performance Superior Most relevant Unrivalled Carefully Competitive product choice, choice of Future growth Experts in engineered, everyday low differentiated national brands convenient enjoyable prices and by strong and heritage small-box atmosphere, effective fresh, tobacco exclusive format easy shopping promotions and personal brands among experience care offering discounters Source: Management information. 9
Convenient Neigbourhood Locations in Proximity Every City High growth National Store Footprint Conveniently Located in Your Neighbourhood market Kırklareli 26 İst. Europe Bartın Store numbers(1) 667 İst.Anatolia 26 Sinop Edime 436 Zonguldak Kastamonu 26 Artvin Ardahan 101 – 1.000 25 Tekirdağ Kocaeli 55 Karabük 20 Samsun 20 Rize 8 104 103 Düzce 17 97 Trabzon 51 – 100 18 Ordu Giresun 24 Çankırı 62 proposition Yalova Sakarya Amasya 32 45 83 Bolu 13 30 24 21 Kars 21 – 50 16 Çorum Tokat Gümüşhane 18 Iğdır 5,100 Bursa 11 – 20 Winning Çanakkale Bilecik 25 27 9 Bayburt Erzurum 9 188 21 5 56 Balıkesir Ankara Kırıkkale Ağrı 1 – 10 stores 186 Kütahya Eskişehir 66 302 18 Kırşehir Yozgat 15 Sivas 25 Erzincan 14 Tunceli 20 34 Bingöl Muş across Manisa 90 Uşak Afyon 12 Nevşehir Kayseri 1 Elazığ 13 1 Van 33 Malatya Bitlis 7 İzmir every city 411 16 Denizli Konya Aksaray 13 19 113 17 24 Diyarbakır 45 Batman 4 Siirt Aydın Isparta Operational in Turkey 53 36 Niğde K.Maraş Adıyaman 10 1 excellence 99 39 Hakkari Burdur 10 33 18 Şırnak 1 16 Adana Mardin Muğla 117 Osmaniye 1 107 Karaman Ş.Urfa 16 Antalya 9 23 Gaziantep 32 323 Mersin 54 154 Kilis Hatay 5 89 performance Small-Box Format Maximising Options for Site Locations Superior Future growth Avg. store size: 218sqm(1) Source: Management information. 10 (1) As of Dec-17, excluding Şok Mini.
Everyday Low Prices Supported By Price Powerful Promotions High growth Everyday Low Price Model market vs. vs. Supermarket proposition Discount competitors: Winning competitors: Price match Price match or below on on all all national Operational comparable excellence branded products products Discount Supermarket Competitor Competitor performance Greater Variety of Highly Effective, Regular Promotions, Determined on a Network-Wide Basis Superior Discount Discount Promotion type Description Competitor 1 Competitor 2 50% off Buy 1 product, second product 50% off Future growth Check-out offers Cashier offers product at check-out 25 TL basket Discount on specific product if basket > TL 25 In&Out Offers on selected non-food products Source: Management Information. 11
Most Relevant Product Choice Choice High growth market National or Exclusive Brand Choice Broad Portfolio of SKUs Covering More Customer Needs for Almost Every Customer Need # of core SKUs (December 2017) proposition Winning 95% 76% 1.500 c.700 Operational excellence Şok Discount Competitor 1 % of customer needs covered(1) performance Fresh, Personal Care, Non-Food and Tobacco Differentiate and Drive Traffic Superior % of FY2017A Şok Store sales(2) 70% Grocery 13% Tobacco Future growth 7% Non-food spot items 6% Fruit & Vegetables (Fresh) 3% Personal care 1% Other(3) Fresh Personal Care Tobacco Source: Management information. (1) Based on management estimates and defined as a product meeting basic needs of the customer, used everyday. 12 (2) As of FY2017 sales based on Şok store sales. (3) Includes mobile phone airtime.
Unrivalled Choice of National Brands Exclusive & Branded and Heritage Exclusive Brands Products High growth market National Brands Exclusive Brands % 46% (vs. 28% for Discount Competitor 1(1)) 27% sales proposition Winning # 240 46 brands # 884 (vs. 194 for Discount Competitor 1(2)) 466 Operational SKUs(2) excellence Food Beverage Heritage Brands Other Brands performance Since 1970s Since 1980s Superior Examples Personal care Home Care Since 1920s Since 1970s Future growth Since 1970s #1 selling brand for almost every category We price our well-known heritage brands at available same level as competitors’ own brands Source: Management information, Discount Competitor 1 reporting. 13 (1) 2017A, including Branded (22%) and Exclusive (6%) products. (2) Latest available, 2016A, including Branded (22%) and Exclusive (5%) products.
Shopping Easy Shopping Experience experience High growth market proposition 55 modules Mid-high section Winning Operational excellence On-Shelf Fresher Availability performance Superior Future growth Visibility & Eye-catching Natural light Differentiated consumer offering reflected in excellent Mystery Shopper score of 87(1) Source: Management information. 14 (1) As of December 2017. Source: Mia Organizasyon Restorasyon Yayıncılık (Günışığı Kitaplığı); Score range: 0-49 (Inadequate), 50-60 (Medium), 70-84 (Good), 85-100 (Excellent).
Conclusion: Şok’s Offering is Ahead of Competitors High growth market proposition Winning Experts in convenient Proximity small-box format Operational excellence Competitive everyday low prices Price and effective promotions Most relevant product choice, performance differentiated by strong fresh, Choice tobacco and personal care Superior offering Unrivalled choice of national Brands brands and heritage exclusive Future growth brands Carefully engineered, enjoyable Experience atmosphere, easy shopping experience Source: Management Information. 15
Operational Excellence from End-to-End High growth market Efficient Logistics proposition Management Winning Carefully Engineered In-Store Disciplined Store Operational Execution Roll-out Process excellence performance Our Superior People Highly Effective Communication Future growth Integrated IT Collaborative Infrastructure and Accountable Procurement 16
Track Record of Successful Roll-out High growth market Şok Net Stores Opened(1) Low average TL 208k per new store If closed, c.80% of capex is recoverable and can proposition 1,144 2,043(2) 2,301 3,000 4,000 5,100 be transferred to another store(3) Winning 1.100 1.000 Operational excellence 10-year lease all in TL 699 (1 month notice period to cancel lease) performance Superior 258 199 Underperforming stores reported on daily/weekly basis and supported with 9 weekly promotions Future growth 2012A 2013A 2014A 2015A 2016A 2017A Total Number of Stores c.2% of new stores closed in the last 2 years CEO has visited 1,069 stores in 56 different with limited sunk cost of only TL 40k upon cities, travelling 64,880 km during 2016 & 2017 closure Source: Management information. (1) Net new store openings, excluding acquisition of UCZ stores. 17 (2) Including stores acquired from DIA (584) & Onurex (116). (3) As of 2017A, excluding UCZ stores.
Improving Customer Perception and Top of Mind Awareness High growth market Highest Net Promoter Score(1) Top of Mind Awareness(2) % proposition Winning 47 43 41 37 38 50 33 46 31 Operational 29 excellence Start of Şok TV campaign 26 18 17 18 19 22 16 12 13 13 16 12 16 17 24 8 9 8 12 performance 7 13 12 5 11 11 4 Superior 4 6 6 YE12 YE13 YE14 YE15 YE16 Q1'17 Q2'17 Q3'17 Q4'17 Şok Discount Competitor 1 Future growth DiscountCompetitor Discount Competitor11 Discount Competitor 2 Discount Competitor 2 Supermarket Competitor 1 Achieved #1 position from survey participants across Şok rapidly catching up to the socio-economic groups A, B, C2, D+E leading key competitor Source: Management information, GfK 2017, Consumer survey conducted by Twentify in March 2018. (1) Source: Consumer survey conducted by Twentify in March 2018. 18 (2) Unaided awareness. Source: GfK 2017.
Strong Track Record of Revenue Growth High growth market Revenue Bridge(1) Fastest growing Turkish TLm grocery retailer proposition Winning 1.806 16 8.713 801 1.242 (42) 6.090 Refurbished stores, 4.462 428 SKU count, Operational convenience driving traffic excellence 2015A LFL Revenue Non-LFL Other (2) 2016A LFL Non-LFL Other (2) 2017A Revenue Revenue Revenue Total Basket driven by availability performance 3,000 4,000 5,100 Stores of fresh produce and effective Superior LFL Number of Tickets Growth(3) LFL Basket Size Growth(3) Like-for-Like Growth(3)(4) promotions YoY, growth YoY, growth YoY, growth Future growth Average: 3.6% Average: 8.7% Average: 12.6% Average Internal Inflation = 7.4% 15,7% 11,7 10,7 10,4 % c.1,000 stores added every % 9,2% % year in the past 3 years 6,1% 4,0% 4,6% 2,3% 1,782 2,129 2,900 2015A 2016A 2017A 2015A 2016A 2017A 2015A 2016A 2017A Number of LFL stores Source: Management Information. (3) Data provided for LFL stores only. 19 (1) Financials presented for Şok, excluding impact of UCZ and Non-Şok operations of Teközel. (4) Like-for-like sales for FY2017 calculated on the basis of daily net sales generated in 2017 by stores (2) Includes Şok closed stores, warehouse sales and third-party sales of Mevsim. operating on 31 Dec 2015 and that were still open on 31 Dec 2017.
Daily Sales Ramp-up Analysis High growth market Further upside potential 6.301 5.345 proposition Potential growth 4.779 from maturing 488 Winning 4.221 stores 3.813 409 368 323 285 Operational excellence 22.7% 16.5% 13.4% Stores opened in 2017 Stores opened in 2016 Stores opened in 2015 Stores opened in 2014 Stores opened in 2013 and before (1) (1) 2017A Daily Avg. Sales per Store (TL) 2017A Daily Avg. # of Tickets per Store 2017 LFL Growth (2) performance Superior Total Number of Stores 1,198 1,002 771 347 1,782 New stores LFL stores Future growth Drive LFL with fresh, Gain customer loyalty Increase brand Key Actions personal care, bakery through continued awareness and other initiatives operational excellence Source: Management Information. (1) Financials presented for Şok, excluding impact of UCZ and Non-Şok operations of Teközel. As of Dec-17. In 2017, store operating days of 201 on average for stores opened in 2017 and 359 on average 20 for stores opened in 2016. (2) Like-for-like sales for FY2017 calculated on the basis of daily net sales generated in 2017 by stores operating on 31 Dec 2015 and that were still open on 31 Dec 2017.
Efficiency and Scale Underpinning Margin Improvement High growth market Evolution of Gross Margin(1) Evolution of Operating Expenses / Sales(1)(2) proposition 8.713 1.648 Winning 6.090 1.191 22,7% 4.462 909 Operational excellence 21,4% 20,4% 20,3% 19,6% 18,9% 2015A 2016A 2017A 2015A 2016A 2017A performance Revenue Gross Margin Opex Opex as % of Sales Superior Improvement in gross margins driven by Centralised executive management economies of scale for SG&A cost management Future growth Use of exclusive brands creating additional Cost-centric approach bargaining power to personnel, transportation and rent c.150 bps Improvement in Operating c.240 bps Improvement in Gross Margin(1) Expenses / Sales(1)(2) Source: Management Information. 21 (1) Financials presented for Şok, excluding impact of UCZ and Non-Şok operations of Teközel. (2) Excluding depreciation and amortisation.
EBITDA Margin Driven by Scale and Rationalisation of SG&A High growth market Evolution of Adj. EBITDA(1) Ramp-up of Şok Store Adj. EBITDA Margin(2) (TL in millions) # of Şok 2017 LFL 341 Vintage stores 2015A 2016A 2017A Growth(3) proposition Winning 3,9% 2013 and 1,782 1.5% 3.5% 5.5% 13.4% before Operational excellence 1,9% 2014 347 (1.2%) 2.4% 4.9% 16.5% 117 2015 771 (5.4%) (0.2%) 3.3% 22.7% performance (0,0%) 2016 1,002 (1.9%) 1.7% Superior (1) 2017 1,198 0.1% 2015A 2016A 2017A Future growth Total 5,100 (0.1%) 1.8% 3.8% 15.7% Revenue Gross Margin Ramping-up vintages with From Breakeven in 2015, c.400 bps Improvement driven by procurement significant “embedded” margin Improvement in Adj. EBITDA(1) scale and operational discipline upside Source: Management Information. (1) Financials presented for Şok, excluding impact of UCZ and Non-Şok operations of Teközel. Adjusted EBITDA defined as operating profit / loss plus depreciation & amortisation, before other income / (expense), past royalty payments on brands acquired and results of Non-Şok operations of Teközel. (2) Financials presented for Şok stores only. Adjusted EBITDA defined as operating profit / loss plus depreciation & amortisation, before other income / (expense), past royalty payments on brands 22 acquired and results of Non-Şok operations of Teközel. (3) Like-for-like sales for FY2017 calculated on the basis of daily net sales generated in 2017 by stores operating on 31 Dec 2015 and that were still open on 31 Dec 2017.
Asset-light Model Driving Excellent Cash Conversion High growth Capex(1) Free Cash Flow(5)(6) market (TL in millions) (TL in millions) # net new Cash additions Conversion (44) (60) (66) proposition 699 1,000 1,100 Cycle(7)(8) Winning # stores 199 refurbished 24 1,648 1,075 Operational excellence 432 7 356 6 10 18 15 21 113 6 10 131 performance 178 5 Superior 14 271 143 187 2015A 2016A 2017A (125) Future growth (2) 2015A 2016A 2017A New stores Store Transformation New warehouses (2) (3) Maintenance Others (4) Warehouse reorganisation Asset-light model Significant improvement in cash flow conversion with limited maintenance capex of TL1.5k per store Source: Management Information, audited financials. (6) Defined as net cash generated in operating activities minus capex reduced for the carrying value of leased (1) Defined as additions to tangible assets during the year. equipment which are not yet paid for as of the balance sheet date. Consolidated based on audited financials. (2) Including spillovers from previous years. (7) NWC days refers to the sum of Receivable days, Payable days and Inventory days. Receivable days defined (3) Warehouse reorganisation capex conducted for the buyout of warehouse assets from the third party operators as Revenue for the year divided by Trade Receivable as at year-end, Payable days defined as COGS for the and for a one-off warehouse relocation. year divided by Trade Payables as at year-end, Inventory days defined as COGS for the year divided by (4) Other includes HQ, Mevsim and Teközel capex and transformation capex of UCZ (2016: TL 2m; 2017: TL 9m). Inventory as at year-end. 23 (5) Based on consolidated financials. (8) Components of calculation include change in Trade Receivables, change in Trade Payables and change in Inventory for the year.
Pro Forma Capitalisation & NOLs High growth market Pro Forma Capitalization Tax Impact of NOLs Substantial majority of Offering Consolidated net operating losses of TL 2,011m(5) as of TLm Current net proceeds to repay December 31, 2017 proposition substantially all of our current Net Debt(1) 2,230 financial indebtedness Expiry schedule Winning Equity (2,185) 2018: TL 429m 2019: TL 392m 2020: TL 448m Operational excellence Debt Facilities 2021: TL 332m Weighted Average 2022: TL 410m TLm Amount Maturity Interest Cost performance Within one Dividend(6) Bank Debt(2) 1,402 18.5% year Superior Shareholder 611 Current 17.3% We intend to adopt a progressive dividend policy with loans(3) flexibility over growth Financial Leases 204 1-4 years 13-14% Future growth Initial target payout ratio of a minimum of 30% of Within one Financial Leases 102 13-14% distributable net profit year Other Payable with 35 Current 3.4% Financing Nature(4) Total 2,355 Source: Management Information, audited financials. (5) Including 208m TL UCZ NOLs (2018: 38 TLm, 2019: 38 TLm, 2020: 27 TLm, 2021: 20 TLm, (1) Total debt of 2,354.7 TLm less cash of 92.1 TLm and amount due from related parties of 32.1 TLm. 2022: 85 TLm). (2) May be partially upstreamed to Yıldız Holding level based on the ongoing refinancing negotiations of (6) The exact amount of dividend distribution and the dividend policy will be subject to shareholder Yıldız Holding and group companies (including Şok) with their lenders. approval. The distribution of dividends is subject to certain conditions, including but not limited (3) Refers to non-trade payables to related parties. Subject to increase (in proportion to the Şok bank debt to to the existence of distributable earnings, liquidity requirements and indebtedness levels. 24 be upstreamed to Yıldız Holding) based on the Yıldız Holding refinancing agreement. (4) Refers to loans of UCZ due to former shareholder.
Key Drivers of Growth High growth market A B proposition Attractive Robust LFL Winning white space growth opportunity Operational excellence performance Superior C D Future growth Significant margin Şok Mini expansion Source: Management Information. 25
A White Space Opportunity for Şok High growth market Store Potential for Discount 34k store potential based on Şok New Store Potential (Stores)(2) Channel(1) regional bottom-up analysis of geographies and saturation proposition Winning Şok potential for additional 10.900 Operational 5.800 5.8k stores by 2023, supported by excellence independent commercial consultant 16k performance 5.100 Şok projected to gain c.1.3% market Superior 34k share per year in line with last 3 years 18k (2) Future growth 1.216 Şok market shares projected to 2017 Additional Total 2012 2017 New Store 2023P improve from 19% in 2017 to 27% in White Space Potential Potential (mid-term) 2023 Source: MK Novo Analysis. Note: Forward stores figures rounded. (1) Market potential for number of stores is not a time bound calculation. This approach, sourced from MK Novo analysis, is used for estimating the full potential that the market can reach by region based on various benchmarks. 26 (2) As per MK Novo.
A Significant Growth Opportunities Even in Penetrated Cities High growth market Istanbul Bursa, Eskişehir, Bilecik Trabzon, Ordu, Giresun, Turkey Rize, Artvin, Gümüşhane Total Potential 5,970 Total Potential 1,914 Total Potential 1,284 Total Potential 34,063 Competitor Stores 2,526 Competitor Stores 648 proposition Competitor Stores 445 Competitor Stores 12,878 Şok Stores Şok Stores Winning 1,105 275 Şok Stores 160 Şok Stores 5,100 2018 Plan 184 2018 Plan 83 2018 Plan 31 2018 Plan 1,100 İzmir Operational excellence Total Potential 1,870 Competitor Stores 801 Van, Muş, Bitlis, Hakkari Şok Stores 411 performance 2018 Plan 63 Total Potential 798 Superior Competitor Stores 170 Şok Stores 13 Ankara 2018 Plan 35 Antalya, Isparta, Burdur Future growth Total Potential 3,041 Total Potential 1,360 Competitor Stores 974 Current Discount stores / Discounter Potential ratio by Turkish cities Competitor Stores 620 Şok Stores 302 0 0.25 0.50 0.75 1.00 Şok Stores 376 2018 Plan 83 2018 Plan 54 Unpenetrated Market Penetrated Market Source: Management Information (2018 Plan and Şok Stores), MK Novo Analysis (Total Potential and Total Stores). Competitor stores calculated as Total Stores less Şok Stores. Note: Market potential for number of stores is not a time bound calculation. This approach, sourced from MK Novo analysis, is used for estimating the full potential that the market can reach by region based on 27 various benchmarks.
B LFL to be Driven by Multiple Factors as Stores Mature High growth market Ramp-up from Young Store Portfolio Fresh has positive multiplier effect on average Number of stores basket size and footfall proposition Winning >3 years
C Significant Margin Expansion Potential High growth market Ramp-up of Şok Store Adj. EBITDA Margin(1)(2) Ramping-up vintages with # of Şok 2017 LFL significant “embedded” margin proposition Vintage stores 2015A 2016A 2017A Growth(3) upside Winning 2013 and 1,782 1.5% 3.5% 5.5% 13.4% before Operational excellence 2014 347 (1.2%) 2.4% 4.9% 16.5% Newer stores achieve break even faster due to enhanced Şok brand 2015 771 (5.4%) (0.2%) 3.3% 22.7% equity from marketing campaigns performance 2016 1,002 (1.9%) 1.7% Superior 2017 1,198 0.1% Future growth Economies of scale through Total 5,100 (0.1%) 1.8% 3.8% 15.7% operating leverage Source: Management information. (1) Financials presented for Şok stores only. (2) Adjusted EBITDA defined as operating profit / loss plus depreciation & amortisation, before other income / (expense), past royalty payments on brands acquired and results of Non-Şok operations of Teközel. (3) Like-for-like sales for FY2017 calculated on the basis of daily net sales generated in 2017 by stores operating on 31 Dec 2015 and that were still open on 31 Dec 2017. 29
D Şok Mini High growth market Acquired UCZ Mağazacılık A.Ş in Dec-17 with c.500 stores proposition Winning Turnover of TL 292m in 2017A Operational excellence Average store size: 82sqm(1) with 1,382 SKUs(1) Increased performance penetration in Superior Istanbul Conversion capex per store of TL 100k(2) Future growth 48 stores converted to Şok Mini as of Q1 2018, with full For the converted stores, revenue growth 2x higher conversion plan within in FY2018 in Jan-18 vs. Jan-17 Source: Management Information. (1) As of Dec-17. 30 (2) Estimated amount.
Research Guidelines Most Attractive Grocery Market in Europe Winning Proposition with a Differentiated Format Excellent Operational Execution Superior Growth and Cash Flow Generation Significant Profitable Growth Opportunity Confidential Source: Management Information. 31
Research Guidelines Financials Confidential 32
Consolidated Financials Build Up - 2017 To be gradually discontinued during 2018 Total excl. Non-Şok Inter-Company Non-Şok TLm (2017) Şok UCZ Operations of Consolidated Eliminations Operations of Teközel Teközel Revenue 8,713 292 (112) 8,893 620 9,512 Gross Profit 1,981 45 2,026 7 2,034 Gross Margin (%) 22.7% 15.4% 22.8% 1.1% 21.4% Opex (including D&A) (1,807) (66) (1,873) (3) (1,877) Opex as % of Sales 20.7% 22.6% 21.1% 0.5% 19.7% (1) D&A 159 6 165 165 Adjustments 8 8 (4) 4 Adj. EBITDA 341 (15) 326 (0) 326 Adj. EBITDA Margin (%) 3.9% (5.1%) 3.7% 3.4% Rent 400 11 411 411 Adj. EBITDAR 741 (4) 737 (0) 737 Adj. EBITDAR Margin (%) 8.5% (1.4%) 8.3% 7.7% Capex 422 9 432 432 (3) NWC (1,257) (33) (1,290) (1,290) Source: Management Information, audited financials. (1) Defined as operating profit / loss plus depreciation & amortisation, before other income / (expense), past royalty payments on brands acquired and results of Non-Şok operations of Teközel. 33 (2) Defined as operating profit / loss plus depreciation & amortisation, before rent, other income / (expense), past royalty payments on brands acquired and results of Non-Şok operations of Teközel. (3) Refers to the sum of Trade Receivables and Inventory minus Trade Payables for the year.
Consolidated Summary Profit and Loss TLm 2015 2016 2017 CAGR / Expansion Year End Şok Stores 3,000 4,000 5,100 30.4% Growth (%) 30.4% 33.3% 27.5% Revenue 5,072 6,726 9,512 36.9% Growth (%) 32.6% 41.4% Gross Profit 911 1,325 2,034 49.4% Gross Margin (%) 18.0% 19.7% 21.4% ∆ +342 bps Operating Expenses(1) (1,003) (1,327) (1,877) 36.8% Other Income / Expenses (Net) from (5) (11) (34) Operating Activities Operating Profit (97) (13) 123 Operating Profit Margin (%) (1.9%) (0.2%) 1.3% ∆ +321bps Financial Income / Expenses (Net) (256) (357) (552) Loss before Taxation (353) (370) (429) Tax (19) (4) (5) Loss for the period (373) (375) (434) TLm 2015 2016 2017 CAGR / Expansion (2) Adj. EBITDAR 222 402 737 82.0% Adj. EBITDAR Margin (%) 4.4% 6.0% 7.7% ∆ +336 bps (3) Adj. EBITDA (1) 110 326 NA Adj. EBITDA Margin (%) (0.01%) 1.6% 3.4% ∆ +344 bps Source: Audited financials. (1) Includes sales and marketing and general and administrative expenses. (2) Defined as operating profit / loss plus depreciation & amortisation, before rent, other income / (expense), past royalty payments on brands acquired and results of non-Şok operations of Teközel. 34 (3) Defined as operating profit / loss plus depreciation & amortisation, before other income / (expense), past royalty payments on brands acquired and results of non-Şok operations of Teközel.
Consolidated Summary Balance Sheet TLm 2015 2016 2017 Cash and cash equivalents 33 61 92 Trade receivables 286 337 267 Other current receivables 20 22 37 - of which, due from related parties 17 19 32 Inventories 418 503 636 Prepaid expenses 4 9 8 Other current assets 2 10 35 Other non-current receivables 3 4 6 Property and equipment 344 608 850 Intangible assets 673 672 677 Other non-current assets 0 0 0 TOTAL ASSETS 1,784 2,226 2,608 Short term borrowings 874 1,100 1,402 Short term portion of long term borrowings 250 0 0 Obligations under finance leases 34 57 102 Trade payables 1,154 1,665 2,193 Other current payables 148 601 646 Payables regarding employee benefits 23 49 79 Deferred income 2 3 9 Other short term provisions 30 37 43 Other current liabilities 8 16 18 Obligations under finance leases 81 154 204 Provision for long term employee benefits 20 30 40 Deferred tax liabilities 44 46 47 Deferred income 0 0 10 Other non-current payables 1 1 1 TOTAL LIABILITIES 2,668 3,757 4,794 Shareholder's equity (884) (1,412) (2,023) Non-controlling interests 0 (119) (162) Total Equity (884) (1,531) (2,185) TOTAL LIABILITIES AND EQUITY 1,784 2,226 2,608 35 Source: Audited financials, Management Information.
Free Cash Flow of Şok IFRS – TLm 2015 2016 2017 (1) Adj. EBITDA (1) 110 326 Less: Due date income from credit purchases (144) (207) (274) Due date expense from credit sales 49 87 91 Changes in NWC 130 365 469 Other operating cash inflow 19 21 19 Less: Capex(2) (178) (356) (432) Free Cash Flow (125) 21 199 Source: Management Information, Audited financials. 36 (1) Defined as operating profit / loss plus depreciation & amortisation, before other income / (expense), past royalty payments on brands acquired and results of Non-Şok operations of Teközel. (2) Capex reduced for the carrying value of leased equipment which are not yet paid for as of the balance sheet date.
Research Guidelines Appendix Confidential 37
Senior Management 25 28 years of years of experience experience Retail Days 2016 - Most Successful Retail CEO of 2016 38
Shareholder Structure before IPO Turkish Retail Gözde: Turkish Holdings IV Templeton: Investments B.V.(1): Publicly held Cooperatief UA: Global asset Investment Fund private equity company Investment Fund management firm Gözde Girişim Templeton Strategic Turkish Retail Turkish Holdings IV Sermayesi Yatırım Emerging Markets Individuals(2) Investments B.V. Cooperatief UA Ortaklığı Fund IV., LDC 40% 39% 10% 10% 1% Şok Marketler A.Ş Source: Management information. Note: Shareholding structure as of 16 April 2018. Prior to the Offering, Murat Ülker and certain members of his family, through their indirect majority ownership stakes in Turkish Retail Investments B.V. and Gözde, have effective beneficial ownership over 70.9% of shares. 39 (1) Yıldız Holding controls 100% of Turkish Retail Investments B.V. (2) Includes Uğur Demirel (0.40%), Mustafa Y. Serdengeçti (0.07%), Hüseyin Avni Metinkale (0.20%), Yasemin Tokuş (0.25%) and Yahya Ülker (0.08%).
Shareholder Structure after IPO Turkish Retail Gözde: Turkish Holdings IV Templeton: Investments B.V.(1): Publicly held Cooperatief UA: Global asset Investment Fund private equity company Investment Fund management firm Templeton Turkish Retail Gözde Girişim Turkish Holdings Strategic Emerging Investments Sermayesi Yatırım Yıldız Holding) Listed Other IV Cooperatief UA Markets Fund IV., B.V. Ortaklığı LDC 23,5% 22,9% 5,9% 5,9% 5,5% 35,7% 0,6% Şok Marketler A.Ş 40
Disclaimer This presentation contains information and analysis on financial statements and is prepared for the sole purpose of providing information relating to Şok Marketler Ticaret A.Ş. (Şok Marketler) This presentation contains forward-looking statements which are based on certain expectations and assumptions at the time of publication of this presentation and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in these materials. Many of these risks and uncertainties relate to factors that are beyond Şok Marketler’s ability to control or estimate precisely, such as future market and economic conditions, the behavior of other market participants, the ability to successfully integrate acquired businesses and achieve anticipated cost savings and productivity gains as well as the actions of government regulators Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this presentation. Şok Marketler does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of these materials This presentation merely serves the purpose of providing information. It neither represents an offer for sale nor for subscription of securities in any country, including Turkey. This presentation does not include an official offer of shares; an offering circular will not be published This presentation is not allowed to be reproduced, distributed or published without permission or agreement of Şok Marketler The figures in this presentation are rounded to provide a better overview. The calculation of deviations is based on figures including fractions. Therefore rounding differences may occur Neither Şok Marketler nor any of its managers or employees nor any other person shall have any liability whatsoever for any loss arising from the use of this presentation
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