Mr. Tamir Amar
Chief Financial Officer
Tel: +972-54-781-4951
|
Ms. Liat Glazer Shaft
Head of Investor Relations & Corporate Projects
Tel: +972-54-781-5051
E-mail: investors@partner.co.il
|
Rationale
Rating Outlook
Base-Case Scenario
Business Risk
Financial Risk
Liquidity
Modifiers
Reconciliation
Related Criteria And Research
|
|
|
|
Please note that this translation was made for convenience purposes and for the company's use only and under no circumstances shall obligate S&P Global Ratings Maalot. The translation has no legal status and S&P Global Ratings Maalot does not assume any responsibility whatsoever as to its accuracy and is not bound by its contents. In the case of any discrepancy with the official Hebrew version published on August 13, 2018, the Hebrew version shall apply.
|
|
Rating Affirmation
|
August 13, 2018 | 1
|
Partner Communications Co. Ltd.
|
Affirmed Corporate Credit Rating
|
ilA+/Stable
|
Business Risk |
Financial Risk
|
||
● |
Continuous exposure to the characteristics of the Israeli communication market, including changes in regulation and intense competition.
|
● |
Consistently sound financial risk profile and low leverage.
|
● |
Retaining a leading position in the mobile segment.
|
● | Decrease in free cash flow. |
● | Continuous decrease in operating margins. | ● | “Adequate” liquidity. |
● | Diversified activity in various communication segments and entry into the TV market |
Outlook: Stable |
The stable outlook reflects our assessment that in the next 12 months, Partner will maintain a financial policy supporting leverage levels and coverage ratios commensurate with the current rating, i.e. adjusted debt/EBITDA ratio of 3.0x-4.0x and EBITDA margin of 20%-30%. We also estimate that the Company will maintain a balance between liquidity and investments while generating positive free cash flows.
Downside Scenario
We may consider a negative rating action if the company’s liquidity profile or business risk profile weaken, e.g. as a result of significant deterioration in its operating measures and increasing volatility in the communication market. Furthermore, a negative rating would be possible if Partner’s operational performance deteriorates, such that its EBITDA margin drops below 20%, and the Company fails to take active steps to improve it. We may also consider a negative rating action if the Company's adjusted debt/EBITDA exceeds 4.0x.
Upside Scenario
A positive rating action is possible if the company maintains its conservative financial policy over time while the market stabilizes and its operational profitability increases. In addition, we may consider a positive rating action should the company consistently present an adjusted debt/EBITDA ratio of up to 3.0x and an EBITDA margin exceeding 30%.
|
www.maalot.co.il
|
August 13, 2018 | 2
|
Partner Communications Co. Ltd.
|
Principal Assumptions
|
Key Metrics*
|
||||||
● | Decrease in revenues in 2018 and expected volatility afterwards. | 2017A | 2018E | 2019E | |||
● |
Annual capital expenditures (capex) of about NIS 400 million in 2018-2019.
|
EBITDA margin* | 28.4% | 23%-25% | 23%-25% | ||
● | Decrease in EBITDA due to market competition and investment in content and marketing. | FFO**/debt | 39% | 35%-40% | 35%-40% | ||
● |
Decline in free cash flow due to increase in device investments in the TV activity.
|
Debt/EBIDTA | 1.9x | 2.0x-3.0x | 2.0x-3.0x | ||
● | No dividend distribution. | A – Actual, E – Estimate
* The EBITDA margin increase is due to the
implementation of IFRS 15 and is temporary.
**FFO – funds from operations
|
●
|
Familiarity with the communication market.
|
●
|
Persisting leading market position.
|
●
|
Diversified operations.
|
●
|
Exposure to the characteristics of the Israeli communication market, including tight regulation, intense competition in most segments and continuous instability, as evidenced by the entry of a new cellular operator (Xfone) having reinstated the former situation in the cellular market of decreasing ARPU (average revenue per user) and high churn rates. Partner's ARPU decreased to NIS 58 in the first quarter of 2018 compared with NIS 61 in the first quarter of 2017. In addition, although Partner's churn rate decreased to 8.8% in the first quarter of 2018 from 9.8% in the first quarter of 2017, we still consider this rate to be high.
|
www.maalot.co.il
|
August 13, 2018 | 3
|
Partner Communications Co. Ltd.
|
●
|
Decrease in operating margin, expected to somewhat accelerate with our assessment of larger expenditures on content in the initial period of operation in the TV market.
|
●
|
Decrease in free operating cash flows in light of required infrastructure investments to operate the Company's fiber-optic network and investments in set top boxes for the TV market.
|
●
|
Continuous decrease in financial debt. |
●
|
Good coverage and leverage ratios compared to peers.
|
●
|
“Adequate” liquidity underpinned by cash balance and cash flow generation.
|
●
|
Good access to credit sources.
|
www.maalot.co.il
|
August 13, 2018 | 4
|
Partner Communications Co. Ltd.
|
Table 1. |
|||||
Partner Communications Co. Ltd. — Financial Summary | |||||
Industry Sector: Diversified Telecom | |||||
--Fiscal year ended Dec. 31-- | |||||
(Mil. NIS) | 2017 | 2016 | 2015 | 2014 | 2013 |
Revenues | 3,268.0 | 3,544.0 | 4,111.0 | 4.400.0 | 4.519.0 |
EBITDA | 927.5 | 751.0 | 993.5 | 1,276.0 | 1,268.0 |
Funds from operations (FFO) | 683.8 | 569.2 | 743.8 | 997.8 | 988.9 |
Operating income | 213.9 | (26.5) | 55.3 | 417.0 | 398.5 |
Interest Expense | 208.6 | 154.6 | 203.5 | 205.5 | 258.7 |
Net income from continuing operations | 114.0 | 52.0 | (40.0) | 162.0 | 135.0 |
Working capital changes | 291.0 | 306.0 | 161.0 | 24.0 | 470.0 |
Cash flow from operations | 1,010.6 | 1,073.1 | 1,001.8 | 1,059.0 | 1,589.7 |
Capital expenditures | 376.0 | 196.0 | 359.0 | 432.0 | 482.0 |
Free operating cash flow | 634.6 | 877.1 | 642.8 | 627.0 | 1,107.7 |
Dividends paid | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
Discretionary cash flow | 634.6 | 877.1 | 642.8 | 627.0 | 1,107.7 |
Cash and short-term investments | 1,017.0 | 1,168.0 | 926.0 | 663.0 | 481.0 |
Debt | 1,755.2 | 2,517.2 | 3,417.5 | 3.961.3 | 4,511.2 |
Equity | 1.434.0 | 1,111.0 | 1.020.0 | 1.039.0 | 840.3 |
Debt and equity | 3,189.2 | 3,628.2 | 4,437.5 | 5,000.3 | 5,351.5 |
Adjusted ratios | |||||
Annual revenue growth (%) | (78) | (13.8) | (6.6) | (2.6) | (18.9) |
EBITDA margin (%) | 28.4 | 21.2 | 24.2 | 29.0 | 28.1 |
Return on capital (%) | 6.3 | (0.6) | 1.2 | 8.1 | 7.5 |
EBITDA interest coverage (x) | 4.4 | 4.9 | 4.9 | 6.2 | 4.9 |
FFO cash int. cov. (x) | 5.4 | 6.7 | 6.9 | 9.2 | 6.9 |
Debt/EBITDA (x) | 1.9 | 3.4 | 3.4 | 3.1 | 3.6 |
FFO/debt (%) | 39.0 | 22.6 | 21.8 | 25.2 | 21.9 |
Cash flow from operations/debt (%) | 57.6 | 42.6 | 29.3 | 26.7 | 35.2 |
Free operating cash flow/debt (%) | 36.2 | 34.8 | 18.8 | 15.8 | 24.6 |
Discretionary cash flow/debt (%) | 36.2 | 34.8 | 18.8 | 15.8 | 24.6 |
Debt/debt and equity (%) | 55.0 | 69.4 | 77.0 | 79.2 | 84.3 |
www.maalot.co.il
|
August 13, 2018 | 5
|
Partner Communications Co. Ltd.
|
Principal Liquidity Sources
|
Principal Liquidity Uses
|
||
● | Cash and short-term deposits of about NIS 0.7 billion. | ● | About NIS 0.4 billion in debt maturities. |
● | Operating cash flow of about NIS 0.6 billion. | ● | About NIS 0.4 billion in maintenance capital expenditures. |
● | Expansion of series F (signed) of about NIS 0.2 billion. |
●
|
Following the initial implementation of our recovery rating criteria for corporate issuers, we are examining the recovery expectations of the various bond series in the case of a hypothetical default.
|
●
|
We are assigning Partner's bond series (Series C,D,F) an 'ilA+' rating, identical to the issuer rating. The recovery rating for these series is '3'.
|
●
|
Our recovery expectations are constrained to the 50%-70% range despite the simplified waterfall, due to our assessment that the Company will replace unsecured debt with secured or senior debt.
|
●
|
Hypothetic year of default: 2023
|
●
|
A recession in the Israeli economy will lead to a decrease in consumption, to an increase in churn rates and to increased competition in most segments, adversely affecting the Company's cash flows and liquidity, such that it is unable to meet its debt service payments.
|
●
|
As one of the Israeli communication market leaders, the Company will continue operating as a going concern, and undergo reorganization.
|
●
|
Emergence EBITDA: about NIS 235 million
|
●
|
EBITDA multiple: 6.0x
|
●
|
Enterprise value as going concern: about NIS 1,405 million
|
●
|
Administrative costs: 5%
|
www.maalot.co.il
|
August 13, 2018 | 6
|
Partner Communications Co. Ltd.
|
●
|
Net value available to unsecured creditors: about NIS 1,335 million
|
●
|
Unsecured debt claims: about NIS 1,040 million
|
●
|
Unsecured debt recovery expectation: 50%-70% (constrained as noted above)
|
●
|
Unsecured debt recover rating (1 to 6): 3
|
Mapping Recovery Percentages To Recovery Ratings - Group A Jurisdiction | ||||
For issuers with a speculative-grade issuer credit rating | ||||
Nominal recovery expectations | ||||
Greater than or | Issue rating notches | |||
Recovery rating* | Recovery description | equal to | Less than | relative to ICR |
1+ | Highest expectation, full recovery | 100% | N/A | +3 notches |
1 | Very high recovery | 90% | 100% | +2 notches |
2 | Substantial recovery | 70% | 90% | +1 notch |
3 | Meaningful recovery | 50% | 70% | 0 notches |
4 | Average recovery | 30% | 50% | 0 notches |
5 | Modest recovery | 10% | 30% | -1 notch |
6 | Negligible recovery | 0% | 10% | -2 notch |
●
|
Discounting long-term leases and adding them to reported debt, about NIS 470 million; increasing EBITDA by NIS 145 million and interest expenses by about NIS 35 million. These adjustments reflect annual rental payments and interest and depreciation components calculated from future rent payments discounted into financial debt.
|
●
|
Adjusting financial debt for postretirement benefit obligations – adding about NIS 30 million.
|
●
|
Adjusting financial debt for litigation – addition about NIS 30 million.
|
●
|
Deducting about NIS 760 million in surplus cash from reported financial debt .
|
www.maalot.co.il
|
August 13, 2018 | 7
|
Partner Communications Co. Ltd.
|
Table 2.
Reconciliation Of Partner Communications Co. Ltd. Reported Amounts With S&P Global Ratings Adjusted Amounts (Mil. NIS) | |||||
--Fiscal year ended Dec. 31, 2017-- | |||||
Partner Communications Co. Ltd. reported amounts | |||||
Debt | EBITDA |
Interest expense |
EBITDA | Cash flow from operations |
|
Reported | 1,923.0 | 895.0 | 171.0 | 895.0 | 973.0 |
S&P Global Ratings adjustments | |||||
Interest expense (reported) | -- | -- | -- | (171.0) | -- |
Interest income (reported) | -- | -- | -- | 2.0 | -- |
Current tax expense (reported) | -- | -- | -- | (34.0) | -- |
Trade receivables securitizations | -- | -- | 1.8 | (1.8) | 72.0 |
Operating leases | 472.1 | 147.5 | 33.9 | 113.6 | 113.6 |
Postretirement benefit obligations/deferred compensation | 30.4 | 4.0 | 0.9 | 1.8 | 3.8 |
Surplus cash | (762.8) | -- | -- | -- | -- |
Share-based compensation expense | -- | 20.0 | -- | 20 0 | -- |
Asset retirement obligations | 20.5 | -- | 1.0 | (2.9) | 11.1 |
Non-operating income (expense) | -- | -- | -- | -- | -- |
Reclassification of interest and dividend cash flows | -- | -- | -- | -- | (163.0) |
Debt - Litigation | 72.0 | -- | -- | -- | -- |
EBITDA - Other income/(expense) | -- | (108.0) | -- | (108.0) | -- |
EBITDA - Other | -- | (31.0) | -- | (31.0) | -- |
Total adjustments | (167.8) | 32.5 | 37.6 | (211.2) | 37.6 |
S&P Global Ratings adjusted amounts | |||||
Interest | Funds from | Cash flow from | |||
Debt | EBITDA | expense | operations | operations | |
Adjusted | 1,755.2 | 927.5 | 208.6 | 683.8 | 1,010.6 |
●
|
Use Of CreditWatch And Outlooks, September 14, 2009
|
●
|
Methodology: Management And Governance Credit Factors For Corporate Entities And Insurers, November 13, 2012
|
●
|
Meth odo lo g y: T im elines s O f Pa ym ents : G r ac e Peri o ds , G uar ante es , An d Us e O f ‘D’ And ‘ SD ’ Rat ings , October 24, 2013
|
●
|
Group Rating Methodology, November 19, 2013
|
●
|
Corporate Methodology: Ratios And Adjustments, November 19, 2013
|
●
|
Corporate Methodology, November 19, 2013
|
●
|
Country Risk Assessment Methodology And Assumptions, November 19, 2013
|
●
|
Methodology: Industry Risk, November 19, 2013
|
●
|
Key Credit Factors For The Telecommunications And Cable Industry, June 22, 2014
|
●
|
Methodology And Assumptions: Liquidity Descriptors For Global Corporate Issuers, December 16, 2014
|
●
|
Recovery Rating Criteria For Speculative-Grade Corporate Issuers, December 7, 2016
|
●
|
Methodology For National And Regional Scale Credit Ratings, June 25, 2018
|
●
|
S&P Global Ratings Definitions, April 19, 2018
|
www.maalot.co.il
|
August 13, 2018 | 8
|
Partner Communications Co. Ltd.
|
Rating Details (As of 13-Aug-2018)
|
|
Partner Communications Co. Ltd.
|
|
Issuer rating(s)
|
|
Local Currency LT
|
ilA+/Stable
|
Issue rating(s)
|
|
Senior Unsecured Debt
|
|
Series C, D, F
|
ilA+
|
Issuer Rating history
|
|
Local Currency LT
|
|
28-July-2015
|
ilA+/Stable
|
20-June-2013
|
ilAA-/Stable
|
6-Dec-2012
|
ilAA-/Negative
|
10-Sep-2012
|
ilAA-/Watch Neg
|
19-Oct-2010
|
ilAA-/Negative
|
05-Oct-2009
|
ilAA-/Stable
|
17-Sept-2009
|
ilAA-
|
14-July-2009
|
ilAA-/Watch Dev
|
24-March-2009
|
ilAA-/Watch Pos
|
28-Oct-2008
|
ilAA-/Stable
|
25-Sept-2007
|
ilAA-/Positive
|
20-March-2007
|
ilAA-/Stable
|
28-July-2004
|
ilAA-
|
16-Feb-2004
|
ilA+
|
01-Aug-2003
|
ilA
|
Other Details
|
|
Time of the event
|
13/08/2018 16:16
|
Time when the analyst first learned of the event
|
13/08/2018 16:16
|
Rating requested by
|
Issuer
|
www.maalot.co.il
|
August 13, 2018 | 9
|
Partner Communications Co. Ltd.
|
www.maalot.co.il
|
August 13, 2018 | 10
|
|
Partner Communications Company Ltd.
By: /s/ Tamir Amar
Name: Tamir Amar
Title: Chief Financial Officer
|