ANNUAL REPORT ANALYSIS Zee Entertainment Enterprises
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India Equity Research December 22, 2020 ANNUAL REPORT ANALYSIS Zee Entertainment Enterprises MARKET DATA Zee Entertainment Enterprises’ (Zee) FY20 Annual Report comes 52-week range (INR) NIL with an auditor’s qualified opinion w.r.t. Letter of Comfort (LOC) on Share in issue (mn) 960.5 Put Option Agreement between ATL Media (subsidiary) and Living Market cap (INR bn/USD mn) 217/2,951 Avg. Daily Vo. BSE/NSE (‘000) 26,323 Entertainment (related party) (pg 4). Profitability was hit by several provisions/write-downs such as fair valuation loss on offshore investments, goodwill impairment (online media), accelerated Shareholding Pattern (%) amortisation (inventory) and doubtful debts provisions. Promoters * 4.0 MFs, FIs & Banks 11.3 Other points: (i) Another key audit matter-Though recovered later, FIIs 66.2 during FY20, banks had prematurely adjusted INR2bn of Zee’s FD Others 18.5 against repayments due from related parties. (ii) ICD of INR1.7bn *Promoters pledged shares 0.24 (% of share in issue) written off. (iii) In standalone, Zee devalued investments in Essel Vision Production (EVP) up to 74% (INR4.4bn). (iv) OCF (post interest) at INR1.3bn versus INR(79)mn in FY19. Auditors Deloitte Haskins & Sells LLP Auditor’s qualified opinion w.r.t. Letter of Comfort The auditor has issued a qualified opinion with regard to non-recognising contingent liability against LOC given by Zee to banks and liability against Put Option Agreement of INR8bn in FY16 (renewed to INR4bn during FY20) entered between ATL Media (Zee’s 100% subsidiary) and LEL (promoter-owned company), which got rescinded post FY20, quoting misrepresentation by LEL (refer to page 4 for details). Explore: The auditor stated that, “this could potentially result in adjustment in the books of account or disclosure in the consolidated financial statements.” Post FY20, credit rating further deteriorated to “AA-“ (from AA) primarily due to uncertainties of above matters along with ongoing inspection by MCA. Financial model Podcast Related party transaction lower; other FD-related key audit matter Subscription income (related party) plunged 69% YoY primarily due to Dish TV being classified as non-related party from FY20 (FY19:INR4.8bn). Trade receivables and loans/ advances cumulatively declined sharply and stood at INR1.6bn led by high Corporate access Video allowance booked at year-end. Certain related parties (promoter companies) defaulted against which the bank pre-matured Zee’s fixed deposit of ~INR2bn. From these related parties the company later received this full amount during the year, along with interest. The auditor has mentioned this as a key audit matter. Investments devalued; 45% online media’s goodwill impaired Zee booked INR3.8bn (64% of total investment) fair value loss on Poseidon Opportunities & Actinium Investments, and was expected to receive the balance Analysis Beyond Consensus (ABC) is our post Q2FY21. Further, ICDs of INR1.7bn earlier assigned to certain related parties initiative to provide a differentiated were written-off during FY20 due to non-recoverability. In standalone, investments perspective to our clients on various non- routine and intricate issues. This unit of (OCD) in Essel Vision Production (EVP) were devalued by 74% and a loss of INR4.4bn research works independent of the was booked. EVP, on the other hand, booked gain of 25% (INR1.5bn) only on its sector/ stock research team and views borrowings (OCD). Goodwill pertaining to online media business impairment expressed in this report may vary with continued this year, also under exceptional item, for INR1.1bn (FY19-INR218mn). that of respective sector/ stock analyst. As a % of total allocated goodwill, 45% was impaired during FY20 versus 8% in FY19. Alok Deshpande Bhavin Rupani Rahul Ahuja +91 (22) 6620 3163 +91 (22) 4063 5544 +91 (22) 6620 3006 [email protected] [email protected] m [email protected] Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset Edelweiss Securities Limited ANNUAL REPORT ANALYSIS Tax cut supported OCF; cash profit to OCF conversion remains weak OCF doubled YoY to INR2.5bn primarily led by a sharp INR6bn decline in cash tax paid due to lower corporate tax in FY20. Adjusted for finance cost and dividend on preference share, OCF stood at INR1.3bn versus INR(79)mn in FY19. While ATL Media’s OCF deteriorated to INR(2.7)bn from INR(830)mn in FY19 primarily led by adverse working capital movement of INR1.6bn YoY, Essel Vision’s FCF improved from INR(1.3)bn to INR(49)mn due to favourable working capital swing of INR0.9bn YoY. EBITDA to OCF (pre-tax) conversion ratio remain flat YoY at 41%; cumulatively, for past five years, it stood at 59%. Working capital up 41% YoY on high inventory and unbilled revenue Working capital jumped 41% YoY and as % to sales it rose to 73% from 53% in FY19. Despite accelerated amortisation, inventory during the year catapulted 39% YoY due to movie rights received against advances given in FY19. Unbilled revenue jumped 3x YoY to INR2.6bn. Cash conversion cycle rose by 75 days to 380, mainly due to rise in inventory days by 54 days to 438 days. Capital allocation and ROCE: ROCE halved to 13.8% During FY16-20, Zee generated major funds from operation (71%) and deployed them majorly towards working capital requirements (48%), followed by dividend distributed (21%), redemption of preference share (13%) and capex (12%). Asia Today and Asia TV USA dragged 30% of standalone EBIT in FY20 predominantly due to one-off provisions and loss on fair value. Consolidated ROCE plunged to 13.8% (FY19: 27%) on lower profitability margin. One-offs hit profitability Despite 2.5% YoY revenue growth, reported EBITDA margin plunged to 20% (FY19- 32%) due to higher provision for doubtful debts and one-off accelerated amortisation. Further, profitability worsened due to loss on fair valuation of offshore investment (INR3.8bn) along with exceptional loss due to ICDs written-off (INR1.7bn) and goodwill impairment (INR1.1bn) of the online media business. Fair valuation gain spurred EVP’s performance Asia Today (holding company of Asia TV (UK) took impairment of INR1.0bn (USD13.7mn) and ATL Media (holding company to Taj TV) took impairment of INR165mn (USD2.2mn) during FY20. The auditor of Z5X Global has raised significant doubts on the company’s ability to continue as a going concern. Essel Vision Production: Despite revenue dipping 10% YoY, PAT jumped from INR79mn in FY19 to INR1.6bn in FY20 led by fair valuation gain of INR1.5bn on 0% OCD issued to parent company. Other Networth accretion: During FY16-20, networth moved from INR55.5bn to INR93.4bn mainly led by profits from operation (136%), which adjusted for reclassification of redeemable preference share as debt (-36%). Trade receivables: Allowance for doubtful debts jumped almost 3x during FY20 on account of one-off provisioning of INR3.4bn at year-end. Despite unbilled revenue also jumping 3x, receivables as % to sale rose to 31% from 25% in FY19. Inventory: Inventory amortised rose 37% YoY to INR31bn due to accelerated charge due to covid-19 and slow-down in economic activity. Other expenses: Total other expenses surged 20% YoY to INR18.9bn led by huge allowances for doubtful debtors and advances; as % to sales it rose to 7% in FY20 from 1.1% FY19. 2 Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset Edelweiss Securities Limited ANNUAL REPORT ANALYSIS Table of contents Auditor’s qualification………………………………………………………………………….…………4 Related party transaction analysis……………………………………………………………….….6 Investments analysis, Intangibles & goodwill, exceptional item………………………8 Cash flow analysis………………………………………………………………………………………...10 Working capital analysis, trade receivables/ inventory analysis…………………....12 Capital allocation……………………………………………………………………………………..……14 Profitability………………………………………………………………………………………………..….17 Governance…………………………………………………………………………………………..………20 Group structure……………………………………………………………………………………….……22 Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset Edelweiss Securities Limited 3 ANNUAL REPORT ANALYSIS Auditor’s Qualified Opinion What was the matter? Zee Yes/ Axis Bank 3. In order to secure a borrowing, 2. May'16:Zee issued a Letter of Comfort (LOC) to the Banks 100% LEL assigned all its right, title, subsi. confirming its intention, among other matters, to support ATL benefit and interest under the said by infusing equity/debt for meeting all its working capital Put Option Agreement in favour of requirements, debt requirements, business expansion plans, Banks. honouring the put option, take or pay agreements and 5. LEL extended the renewed guarantees. assignment of the Put Option. ATL Media LEL, Mauritius (Related Party) 1. Mar'16: ATL entered into a Put Option Agreement with LEL to acquire 64% of VIL held by LEL for USD105mn (INR8bn), whose expiry date was Jul'19. 4. Jul'19: Agreement renewed on and extended till Dec'26 based VIL, Bermunda (Related Party) on certain representations made by LEL and the exercise price was set at USD52.5mn (INR4bn) for the same number of shares. LEL defaulted; suit filed by bank against LOC On default by LEL on repayment of loan, the bank enforced the Put Option pursuant Since the matter is sub-judice and based to the assignment and demanded ATL to pay the exercise price. Zee is of the view on legal advice obtained by the that the LOC provides neither any guarantee, commitment nor assurance to company, the LOC has not been pay/repay any obligation of LEL. considered as a guarantee by management and it does not create any In June 2020, the bank filed primary a suit and a plaint seeking ad-interim relief in transaction that requires recognition of a the Hon'ble High Court of Bombay (court) on the ground that the company’s LOC is liability in the books of account of the a guarantee.