Pipavav Defence & Offshore (PIPSHI) 63

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1 Result Update Rating matrix Rating : Hold Target : 66 Target Period : 12 months Potential Upside : 5% What s changed? Target Changed from 55 to 66 EPS FY16E Changed from -3.8 to -5 EPS FY17E Changed from -2 to -4 Rating Unchanged Key financials Crore FY14 FY15P FY16E FY17E Net Sales 2, EBITDA Net Profit 3 (399) (367) (293) EPS ( ) 0.04 (5.41) (4.98) (3.97) Valuation summary FY14 FY15P FY16E FY17E P/E NA NA NA Target P/E 2,123.0 NA NA NA EV / EBITDA P/BV RoNW (%) RoCE (%) 6.0 (0.4) (1.4) (1.1) Stock data Particular Amount Market Capitalization ( Crore) 4,638.1 Total Debt (FY15) ( Crore) 6,715.4 Cash and Investments (FY15) ( Crore) EV ( Crore) 9, week H/L 84 / 35 Equity capital Face value 10.0 Price performance Stocks 1M 3M 6M 1 Yr Pipavav Defence ABG Shipyard Bharati Shipyard Research Analyst Bharat Chhoda bharat.chhoda@icicisecurities.com Ankit Panchmatia ankit.panchmatia@icicisecurities.com November 19, 2015 Pipavav Defence & Offshore (PIPSHI) 63 Upgrade hinges on new management strategy Pipavav Defence & Offshore (PDOECL) posted Q2FY16 revenues of 54 crore compared to 107 crore in Q1FY16 and 212 crore in Q2FY15. Shipbuilding revenues were at 54 crore compared to 200 crore in Q2FY15. However, due to discontinuance of trading activities, revenues from the same remained nil compared to 13 crore in Q2FY15 Continued overheads unsupportive of revenue growth hit EBITDA, resulting in a loss of 7.4 crore in the current quarter compared to a loss of 10.3 crore in Q1FY16 and profit of 40 crore in Q2FY15 Higher depreciation and interest expenses further impacted PAT, which was at a loss of 170 crore compared to a loss of 68 crore in Q2FY15 and a loss of 167 crore in Q1FY16 Open offer by Reliance Infrastructure - new promoter at helm Reliance Infrastructure has acquired an approximate 18% stake in PDOECL at 63/share for a total consideration of 819 crore. Further, an additional 26% would be acquired by an open offer at 66/share, which would start from December 2. A subdued shipping industry and lower defence order from the government has resulted in a slack in revenues for PDOECL in past years. The revenue and expense mismatch led the company to a severe financial crisis with lenders suggesting it be referred to the corporate debt restructuring cell (CDR). The new management at the helm coupled with world class infrastructure positions the company as the most favoured defence asset play in India. Expertise in naval shipbuilding; provides scope for defence orders Pipavav Defence and Offshore Engineering (PDOECL) has already undertaken production of naval offshore patrol vessels. With one of the largest shipyard facilities capable of accommodating 400,000 dwt capacity ships, the company carries out an array of services ranging from construction and repair of a wide range of vessels starting from coastal to naval vessels. Spanning across 861 acres of land with two dry docking facilities, PDOECL is one of the largest defence shipbuilding facilities in India. The current order book was at 4000 crore. Strategic tie-ups to enable capture of forthcoming opportunity Recently, PDOECL signed an agreement with Zvyozdochka of Russia to refit its EKM 877 submarines in India. Furthermore, the company is one of those shortlisted with Larsen & Turbo to build six conventional submarines under its Project 75i. PDOECL formed a JV with Mazagaon Dock (MDL) providing exposure to MDL s ~$20 billion order book to capture the defence shipbuilding opportunity in India. Several strategic tie-ups with a slew of foreign partners SAAB, DCNS, Babcock, etc. enables the company to bid for defence projects. Upbeat outlook on sector; avoid open offer; recommend HOLD The government has approved 49% FDI in defence under the automatic route and is expediting indigenisation of defence procurement. PDOECL is placed at a vantage point for the same owing to its superior infrastructure. With Reliance Infra at the helm, the company would be able to combat long gestation defence projects. On the back of this, we recommend that investors not tender shares in the open offer. Though near term financials are expected to remain distressed, the sector opportunity justifies a valuation of 2.7x FY17 P/BV to arrive at a target price of 66 with a HOLD recommendation. ICICI Securities Ltd Retail Equity Research

2 Variance analysis Q2FY16 Q2FY16E Q2FY15 YoY (%) Q1FY16 QoQ (%) Comments Revenue Revenues were adversely impacted owing to core shipbuilding revenue Cost of material Purchase of stock in trade Employee benefit Other expenses EBITDA EBITDA Margin (%) NA -9.6 NA Depreciation Interest Other income Extra-ordinary gain/loss Total Tax PAT NA NA Key Metrics Q2FY16 Q2FY15 YoY Q1FY16 QoQ Shipbuilding Revenue Core shipbuilding activity continued to decline Trading Revenue NA 0.0 NA Trading revenues were absent Change in estimates FY16E FY17E ( Crore) Old New % Change Old New % Change Comments Revenue A softer H1FY16 resulted in a downward revision of estimates EBITDA EBITDA Margin (%) bps bps Slower revenues with continued costs to hit margins PAT EPS ( ) EPS to be adversely impacted by higher interest expenses Assumptions Parameter FY13 FY14 FY15 FY16E FY17E FY16E FY17E Shipbuilding 1,506 1, Shipbuilding revenue to remain sluggish on the back of a lower order book and subdued new orders Trading 1, Discontinuance from the trading business ICICI Securities Ltd Retail Equity Research Page 2

3 Company Analysis Strategic joint venture, indigenous focus to support PDOECL PDOECL s joint venture (JV) with Mazagaon Dock (MDL) provides scope for the JV to co-bid for the existing order book of MDL, which is upwards of ~$20 billion. Also, PDOECL has formed a strategic partnership with SAAB (part of the Wallenberg Group) to enhance its capability to build and provide maintenance of equipment for the Indian armed forces. All this places PDOECL in a very sweet spot as the government focus shifts to buy & make Indian in the Defence Procurement Policy (DPP). Also, as the government has raised the FDI cap to 49% from the present 26% it opens up an opportunity window of ~$12 billion market size of defence orders over the years. Exhibit 1: Indian navy pipeline Segment Category Indicative Items Qnty Size($Bn) Quatity Size ($bn) Navy Helicopters Advanced Light Helicopters Naval Utility Helicopters 56 1 Advanced multi role Naval Helicopters Navalised Aircraft MiG-29K Fighter Aircrafts for IAC 2 Long Range Maritime Patrol Aircraft - Boeing P8-I Medium-range Maritime Reconnaissance Aircraft 6 1 Submarines Midget Submarines Stealth Submarines - Project 75 India (P-75I) 6 8 Warships Survey Training Vessels Project 17 A Frigates Landing Platform/dock (LPD) Survey vessels 6 Off-shore Patrol Vessels 9 Indigenous Aircraft Carriers ASW Shallow Water Crafts 16 2 Mid-Life Upgrades of the Kirch Class Corvettes 5 Sail Training Ship 1 Others mm Gun With EOFCS Autonomous Underwater Vehicle (AUV) Portable diver detection sonar (PDDS) systems Heavy Weight Torpedoes (Surface) Surface Surveillance Radars mm Close In Weapon System Mobile Missile Coastal Battery NTDS 12 Offshore engineering, fabrication provide firm footing PDOECL with its dedicated offshore yard infrastructure of 175 m x 16.9 m of both launching and loading platform together with 280 m long fixed and variable tracks is well poised to serve the strong growing offshore segment. With PSUs like ONGC and OIL together with players such as Gail, Cairn and RIL estimated to spend nearly $10-20 billion over the next three to four years, this provides a footing for the offshore segment business in India. Consequently, PDOECL received orders to the tune of $240 million from ONGC for conversion to mobile offshore production unit and maintenance of rigs. Besides, it has also received an order for rig maintenance from global players such as Trans-ocean and Noble. Going ahead, we believe, as there is significant growth in the oil & gas business, PDOECL can be a direct beneficiary of the same. ICICI Securities Ltd Retail Equity Research Page 3

4 Valuation Key features of acquisition and open offer Reliance Infrastructure together with its wholly-owned subsidiary Reliance Defence Systems Pvt Ltd has decided to acquire 13,00,00,000 equity shares from the promoters of PDOECL at 63/share aggregating to ~18% shareholding in the company with an investment to the tune of 819 crore Reliance Defence Systems, a subsidiary of Reliance Infrastructure, has launched a mandatory open offer to acquire a 26% stake from the public shareholders of the company at 66/share aggregating to 1263 crore In case Reliance Infrastructure is unable to acquire a total shareholding of 25.1%, it will acquire additional shares to the extent of the shortfall from the promoters at 63/share Post the transaction, existing promoters of PDOECL will continue to hold a minority stake in the company, together with two nonexecutive board seats The acquisition would result in a change in management and control of the company Post completion of the transaction, Anil D Ambani, will become the chairman of PDOECL PDOECL, with one of the largest shipyards in the country, is well placed to take advantage of any policy change towards foreign direct investment (FDI) in the defence segment as the company already has a significant presence in the defence sector. The Government of India has approved 49% FDI in defence and is expediting indigenisation of defence procurement. PDOECL is placed at a vantage point for the same owing to its superior infrastructure. FY15 has been a tough year for PDOECL with a decline in revenues and EBITDA generation resulting in a loss at the PAT level. We expect FY16, FY17 to see an improved revenue performance. However, profitability at the net level remains a concern. PDOECL s long term prospects depend on its ability to get defence shipbuilding orders, which would provide visibility to its revenue stream. With Reliance Infra at the helm, we believe PDOECL is better placed than before to capture the humongous opportunity presented by the indigenisation of Indian defence procurement. With the opportunity available for the company we recommend that current shareholders not tender shares in the open offer. Subsequently, we value PDOECL at 2.7x FY17 P/BV to arrive at a target price of 66 with a HOLD recommendation on the stock. Exhibit 2: Valuations Sales Sales EPS EPS PE EV/EBITDA RoNW RoCE ( cr) Growth (%) ( ) Growth (%) (x) (x) (%) (%) FY FY FY NA FY16E FY17E ICICI Securities Ltd Retail Equity Research Page 4

5 Company snapshot Target Price Oct-09 Dec-09 Feb-10 Apr-10 Jun-10 Aug-10 Oct-10 Dec-10 Feb-11 Apr-11 Jun-11 Aug-11 Oct-11 Dec-11 Feb-12 Apr-12 Jun-12 Aug-12 Oct-12 Dec-12 Feb-13 Apr-13 Jun-13 Aug-13 Oct-13 Dec-13 Feb-14 Apr-14 Jun-14 Aug-14 Oct-14 Dec-14 Feb-15 Apr-15 Jun-15 Aug-15 Oct-15 Dec-15 Feb-16 Apr-16 Source: Bloomberg, Company, ICICIdirect.com Research Key events Date Event Jun-10 PM dedicates Pipavav shipyard to nation Sep-11 PDOECL announces JV with Mazgaon Dock Ltd Jun-12 PDOECL plans to enter into a strategic partnership with French defence company DCNS Dec-12 PE firm Valiant Mauritius Partners sells 1.28% stake in 95.7 Jan-13 PDOECL wins contract from ONGC worth 400 crore May-13 PDOECL wins order worth 595 crore with option to extend value to 1200 crore May-13 SAAB invests 209 crore to acquire 3.33 % stake post investment Jun-13 Wins order for maintenance and dry docking of oil rigs to the tune of 255 crore Jul-13 MDL-Pipavav JV cleared by Defence Ministry of any favouritism Aug-13 PDOECL plans to raise $150 million through London listing Aug-13 PDOECL & L&T consortium win order of $170 million ( 1152 crore) from ONGC Oct-13 Wins order of 14 fast patrol vessels from Coast Guard; order value to the tune of 920 crore Jul-15 Reports Q1FY16 results; second consecutive loss at EBITDA level. Reliance Infrastructure acquires the company Oct-15 Reports Q2FY16 results; reports revenues of 54 crore with loss of 170 crore. Open offer at 66 per share for additional stake Top 10 Shareholders Shareholding Pattern Rank Name Filing Date Change (m) (in %) Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 1 SKIL Infrastructure, Ltd. 30-Sep Promoter Infrastructure Leasing & Financial Services, Ltd. 30-Sep FII LIC Nomura Mutual Fund Asset Management Company L 30-Sep DII Saab AB 30-Sep Others Valiant Mauritius Partners, Ltd. 30-Sep Grevek Investment & Finance Pvt. Ltd. 30-Sep Sembcorp Marine Ltd 30-Sep Jhunjhunwala (Rakesh) 31-Dec Export Import Bank of India 30-Sep Sneha Metals Pvt. Ltd. 30-Sep Source: Reuters, ICICIdirect.com Research Recent Activity Buys Sells Investor name Value Shares Investor name Value Shares Rajasthan Global Securities, Ltd. 9.73m 10.33m Capital World Investors -6.33m -9.93m Religare Enterprises Ltd 9.11m 10.15m Emerging Global Advisors, LLC -0.12m -0.21m Escorts Asset Management Ltd. 0.15m 0.17m UTI Asset Management Co. Ltd m -0.16m Van Eck Associates Corporation 0.05m 0.06m Source: Reuters, ICICIdirect.com Research ICICI Securities Ltd Retail Equity Research Page 5

6 Financial summary Profit and loss statement Crore (Year-end March) FY14 FY15 FY16E FY17E Total operating Income 2, Growth (%) Raw Material Expenses Employee Expenses Others Expense Total Operating Expenditure 1, EBITDA Growth (%) Depreciation Interest Other Income PBT Exceptional loss/gain Total Tax PAT Growth (%) NA NA NA EPS ( ) Cash flow statement Crore (Year-end March) FY14 FY15 FY16E FY17E Profit after Tax Add: Depreciation (Inc)/dec in Current Assets , Inc/(dec) in CL and Provisions 1, , , Others CF from operating activities , (Inc)/dec in Investments (Inc)/dec in Fixed Assets , Others CF from investing activities Issue/(Buy back) of Equity Inc/(dec) in loan funds , Others , CF from financing activities , Net Cash flow Opening Cash Closing Cash Balance sheet Crore (Year-end March) FY14 FY15 FY16E FY17E Liabilities Equity Capital Reserve and Surplus 1, , , ,030.4 Total Shareholders funds 2, , , ,766.6 Total Debt 1, , , ,489.5 Deferred Tax Liability Other liabilities & prov Total Liabilities 4, , , ,332.6 Assets 2, , , ,398.0 Gross Block 3, , , ,427.0 Less: Acc Depreciation ,029.0 Net Block 2, , , ,398.0 Total Fixed Assets 6, , , ,406.7 Inventory Debtors 1, Loans and Advances Other Current Assets Cash Total Current Assets 3, , Creditors Other Liab & Provisions 1, , Short term borrowing 3, , , ,425.9 Total Current Liabilities 5, , , ,042.3 Net Current Assets -2, , ,074.1 Application of Funds 4, , , ,332.6 Key ratios (Year-end March) FY14 FY15 FY16E FY17E Per share data ( ) EPS Cash EPS BV DPS Cash Per Share Operating Ratios (%) EBITDA Margin PBT / Total Operating income PAT Margin Inventory days Debtor days Creditor days Return Ratios (%) RoE RoCE RoIC Valuation Ratios (x) P/E 1,639.3 NA NA EV / EBITDA EV / Net Sales Market Cap / Sales Price to Book Value Solvency Ratios Debt/EBITDA Debt / Equity Current Ratio Quick Ratio ICICI Securities Ltd Retail Equity Research Page 6

7 RATING RATIONALE ICICIdirect.com endeavours to provide objective opinions and recommendations. ICICIdirect.com assigns ratings to its stocks according to their notional target price vs. current market price and then categorises them as Strong Buy, Buy, Hold and Sell. The performance horizon is two years unless specified and the notional target price is defined as the analysts' valuation for a stock. Strong Buy: >15%/20% for large caps/midcaps, respectively, with high conviction; Buy: >10%/15% for large caps/midcaps, respectively; Hold: Up to +/-10%; Sell: -10% or more; Pankaj Pandey Head Research pankaj.pandey@icicisecurities.com ICICIdirect.com Research Desk, ICICI Securities Limited, 1st Floor, Akruti Trade Centre, Road No 7, MIDC, Andheri (East) Mumbai research@icicidirect.com ICICI Securities Ltd Retail Equity Research Page 7

8 ANALYST CERTIFICATION We /I, Bharat Chhoda, MBA and Ankit Panchmatia, MBA, Research Analysts, authors and the names subscribed to this report, hereby certify that all of the views expressed in this research report accurately reflect our views about the subject issuer(s) or securities. We also certify that no part of our compensation was, is, or will be directly or indirectly related to the specific recommendation(s) or view(s) in this report. Terms & conditions and other disclosures: ICICI Securities Limited (ICICI Securities) is a SEBI registered Research Analyst having registration no. INH ICICI Securities Limited (ICICI Securities) is a full-service, integrated investment banking and is, inter alia, engaged in the business of stock brokering and distribution of financial products. ICICI Securities is a wholly-owned subsidiary of ICICI Bank which is India s largest private sector bank and has its various subsidiaries engaged in businesses of housing finance, asset management, life insurance, general insurance, venture capital fund management, etc. ( associates ), the details in respect of which are available on ICICI Securities is one of the leading merchant bankers/ underwriters of securities and participate in virtually all securities trading markets in India. We and our associates might have investment banking and other business relationship with a significant percentage of companies covered by our Investment Research Department. ICICI Securities generally prohibits its analysts, persons reporting to analysts and their relatives from maintaining a financial interest in the securities or derivatives of any companies that the analysts cover. The information and opinions in this report have been prepared by ICICI Securities and are subject to change without any notice. The report and information contained herein is strictly confidential and meant solely for the selected recipient and may not be altered in any way, transmitted to, copied or distributed, in part or in whole, to any other person or to the media or reproduced in any form, without prior written consent of ICICI Securities. While we would endeavour to update the information herein on a reasonable basis, ICICI Securities is under no obligation to update or keep the information current. Also, there may be regulatory, compliance or other reasons that may prevent ICICI Securities from doing so. Non-rated securities indicate that rating on a particular security has been suspended temporarily and such suspension is in compliance with applicable regulations and/or ICICI Securities policies, in circumstances where ICICI Securities might be acting in an advisory capacity to this company, or in certain other circumstances. This report is based on information obtained from public sources and sources believed to be reliable, but no independent verification has been made nor is its accuracy or completeness guaranteed. This report and information herein is solely for informational purpose and shall not be used or considered as an offer document or solicitation of offer to buy or sell or subscribe for securities or other financial instruments. Though disseminated to all the customers simultaneously, not all customers may receive this report at the same time. ICICI Securities will not treat recipients as customers by virtue of their receiving this report. Nothing in this report constitutes investment, legal, accounting and tax advice or a representation that any investment or strategy is suitable or appropriate to your specific circumstances. The securities discussed and opinions expressed in this report may not be suitable for all investors, who must make their own investment decisions, based on their own investment objectives, financial positions and needs of specific recipient. This may not be taken in substitution for the exercise of independent judgment by any recipient. The recipient should independently evaluate the investment risks. The value and return on investment may vary because of changes in interest rates, foreign exchange rates or any other reason. ICICI Securities accepts no liabilities whatsoever for any loss or damage of any kind arising out of the use of this report. Past performance is not necessarily a guide to future performance. Investors are advised to see Risk Disclosure Document to understand the risks associated before investing in the securities markets. Actual results may differ materially from those set forth in projections. Forward-looking statements are not predictions and may be subject to change without notice. ICICI Securities or its associates might have managed or co-managed public offering of securities for the subject company or might have been mandated by the subject company for any other assignment in the past twelve months. ICICI Securities or its associates might have received any compensation from the companies mentioned in the report during the period preceding twelve months from the date of this report for services in respect of managing or co-managing public offerings, corporate finance, investment banking or merchant banking, brokerage services or other advisory service in a merger or specific transaction. ICICI Securities or its associates might have received any compensation for products or services other than investment banking or merchant banking or brokerage services from the companies mentioned in the report in the past twelve months. ICICI Securities encourages independence in research report preparation and strives to minimize conflict in preparation of research report. ICICI Securities or its analysts did not receive any compensation or other benefits from the companies mentioned in the report or third party in connection with preparation of the research report. Accordingly, neither ICICI Securities nor Research Analysts have any material conflict of interest at the time of publication of this report. It is confirmed that Bharat Chhoda, MBA and Ankit Panchmatia, MBA, Research Analysts of this report have not received any compensation from the companies mentioned in the report in the preceding twelve months. Compensation of our Research Analysts is not based on any specific merchant banking, investment banking or brokerage service transactions. ICICI Securities or its subsidiaries collectively or Research Analysts do not own 1% or more of the equity securities of the Company mentioned in the report as of the last day of the month preceding the publication of the research report. Since associates of ICICI Securities are engaged in various financial service businesses, they might have financial interests or beneficial ownership in various companies including the subject company/companies mentioned in this report. It is confirmed that Bharat Chhoda, MBA and Ankit Panchmatia, Research Analysts do not serve as an officer, director or employee of the companies mentioned in the report. ICICI Securities may have issued other reports that are inconsistent with and reach different conclusion from the information presented in this report. Neither the Research Analysts nor ICICI Securities have been engaged in market making activity for the companies mentioned in the report. We submit that no material disciplinary action has been taken on ICICI Securities by any Regulatory Authority impacting Equity Research Analysis activities. This report is not directed or intended for distribution to, or use by, any person or entity who is a citizen or resident of or located in any locality, state, country or other jurisdiction, where such distribution, publication, availability or use would be contrary to law, regulation or which would subject ICICI Securities and affiliates to any registration or licensing requirement within such jurisdiction. The securities described herein may or may not be eligible for sale in all jurisdictions or to certain category of investors. Persons in whose possession this document may come are required to inform themselves of and to observe such restriction. ICICI Securities Ltd Retail Equity Research Page 8

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