Rating Rationale
September 08, 2020 | Mumbai
Future Lifestyle Fashions Limited
Ratings continues on 'Watch Negative'
 
Rating Action
Total Bank Loan Facilities Rated Rs.1500 Crore
Long Term Rating CRISIL BBB+ (Continues on 'Rating Watch with Negative Implications') 
Short Term Rating CRISIL A2 (Continues on 'Rating Watch with Negative Implications')
 
Rs.500 Crore Non Convertible Debentures CRISIL BBB+ (Continues on 'Rating Watch with Negative Implications') 
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL's ratings on the bank facilities and non-convertible debentures of Future Lifestyle Fashions Limited (FLFL) continues on 'Rating Watch with Negative Implications'.
 
The negative watch continues to reflect the tight liquidity position of the company due to slower recovery in cash flow given the discretionary nature of its products, lack of additional working capital lines, and plan of monetizing one of the brands being put on hold.
 
CRISIL has noted the announcement of reorganization of Future Group businesses in which the key future group companies including FLFL shall merge into Future Enterprises Ltd (FEL). Post-merger, group's retail and whole sale business will be sold on slump sale basis to Reliance Retail and Fashion Lifestyle Ltd (RRFLL; subsidiary of Reliance Retail Ventures Ltd (RRVL; 'CRISIL A1+'), which is a subsidiary of Reliance Industries Ltd (RIL; 'CRISIL AAA/Stable/CRISIL A1+')).
 
While the deal has been announced, CRISIL awaits clarity on the details of the transaction; with regards to debt to be taken over, treatment of the holding company liabilities and the mode of exit to private equity investors, if any. The clarity is expected in the near term. Also, the deal closure requires approval from Competition Commission of India, lenders and shareholders. Till then, the debt obligation shall be met from FLFL's own cash flows. CRISIL understands that the company is in discussion to avail additional working capital facilities and restructure the upcoming liabilities to support liquidity. CRISIL will continue to monitor these events and shall resolve the watch once there is more clarity.
 
FLFL has received partial relief from lenders on debt obligations due in September 2020 (pertaining to moratorium period) either through elongated repayments or interchangeability of overdue non-fund based limits to fund based. With an expected collections above Rs 200 crore, conversion of fixed rental structure to revenue sharing model and limited other expenses, FLFL shall be able to meet debt obligations of Rs 50 crore due in September 2020. While the above relief has eased liquidity pressure for September 2020, there are repayment obligations due in October 2020 onwards which company plans to restructure. Any delay in restructuring shall put further pressure on liquidity position of the company and remains a key rating sensitivity factor.
 
The rating continues to reflect the deterioration in FLFL's business risk profile as cash flow was significantly impacted in the first quarter of fiscal 2021 owing to store closures due to the nationwide lockdown to control the spread of Covid-19. Leverage (debt to earnings before interest, tax, depreciation and amortisation ratio) and interest coverage are expected to weaken significantly in the near term given the expected gradual recovery and discretionary nature of products.

Analytical Approach

For arriving at the ratings, CRISIL has combined the business and financial risk profiles of FLFL and all its subsidiaries, given their common business. CRISIL has also adjusted FLFL's networth for revaluation reserve.

Please refer Annexure: List of entities consolidated, which captures the list of entities considered and their analytical treatment of consolidation.

Key Rating Drivers & Detailed Description
Strengths:
* Established position in the departmental stores segment and diversified revenue profile
FLFL is one of the largest players in the domestic departmental store format, with a pan-India distribution network across two formats, Central and Brand Factory.
 
Revenue is diversified, with presence in both premium apparel segment and off-price retail format through Brand Factory stores. A wider assortment and balanced product mix across categories helped the retail stores clock healthy same store sales growth in the past (about 9% in fiscal 2019). Growth was hit in fiscal 2020 by weak macroeconomic conditions and slowdown in the apparel segment. Furthermore, cash flow was severely impacted in the first quarter of fiscal 2021 by the pandemic-induced lockdown and economic slowdown and is expected to recover gradually over the medium term.
 
* Portfolio of strong brands
FLFL has a portfolio of strong owned and licensed brands which have a presence in retail formats of own and other leading players, resulting in strong footprint across the country. Along with owned and licensed brands, FLFL also has investments in brands that are in a nascent stage and growing at a fast pace.
 
Weaknesses
* Refinancing risk
FLFL has outstanding NCDs of Rs 350 crore maturing in November 2022 with a call and put option in November 2020. There is also a presence of accelerated redemption clauses in case of event of default on the NCDs or the bank loans in case the rating is 'A' or lower or withdrawal/suspension of the long term credit rating on the instrument. In case of receipt of notice from the debenture trustee, the company needs to meet obligations within 90 days. Any invocation of this option or call for accelerated redemption of these liabilities remains a key monitorable. 
 
* Modest operating efficiency
Operating margin had been impacted to about 7% as on March 31, 2020 because of high operating leverage and impact of the lockdown on sales. Closure of all the Central and Brand Factory stores severely impacted cash flow in the first quarter of fiscal 2021. Cost optimisation initiatives, including conversion from fixed rental model to a revenue sharing model (most of the stores have been converted to revenue sharing model) and reduction of the fixed overheads shall support profitability. Ability to revert to operational stability will be a key monitorable.
 
Also, FLFL has large working capital requirement and modest return on capital employed (RoCE). As on March 31, 2020, the company's inventory increased because of slowdown in sales due to the lockdown since March 25, 2020.
 
* Weakening of debt protection metrics in interim; with gradual improvement expected over the medium term
The leverage weakened to 3.1 times as on March 31, 2020, from 1.6 times a year earlier, while interest coverage declined to 3.2 times in fiscal 2020 from 4.8 times in the previous fiscal, due to lower margins and increased debt. Leverage and interest coverage are expected to weaken significantly in fiscal 2021 and shall gradually improve to 2.6 times and 3.0-3.5 times, respectively, by fiscal 2022. FLFL intends to keep leverage below 2 times on a sustained basis. Any extended closure of stores will impact accrual and hence weaken the debt protection metrics, and remains a key monitorable.
 
CRISIL understands that the company has received relief in debt obligation for September 2020 wherein most of the overdue letter of credit has been converted to fund-based limit or the due date has been extended. Also, interest due in the moratorium period was converted to funded interest term loan to be repaid over fiscal 2021 and principal obligation during the moratorium period was shifted by six months. That said, the liability for September 2020 shall be close to Rs 50 crore and the company will be able to meet it through cash flow. FLFL is in discussion with its lenders to convert some non-fund-based limits due from October 2020 onwards to fund-based limits, and the conversion remains a key monitorable.
 
* Exposure to increasing competition in the apparel retail segment and susceptibility to economic downturns
The apparel retail sector remains intensely competitive. FLFL faces intense competition from strong players such as Lifestyle International Pvt Ltd ('CRISIL AA/Stable/CRISIL A1+'), Shoppers Stop Ltd ('CRISIL A1+'), and Aditya Birla Fashion and Retail Ltd ('CRISIL AA/Stable/CRISIL A1+'). Many of India's large corporate groups such as the Tata group and Reliance Retail Ltd (a step-down subsidiary of RIL) and large global apparel chains, such as Marks and Spencer Plc and Inditex SA, have also captured a share of the market through joint ventures with local partners.

FLFL is also susceptible to economic downturns due to the discretionary nature of products. This renders revenue and profitability susceptible to economic cycles.
Liquidity Stretched

Closure of stores has significantly impacted cash flow and liquidity. With conversion of interest during the moratorium period to funded interest term loan, increase in the tenure of principal repayment, and conversion of non-fund-based liability to fund-based limits, the company has debt obligation of Rs 50 crore in September 2020 as against expected collections above Rs 200 crore. Also, while fund-based facility of Rs 550 crore has been fully utilised, the company plans to avail an additional line of Rs 30 crore which shall support liquidity. The company also plans to convert non-fund-based facility due from October 2020 onwards into fund-based limits, and the conversion remains a key monitiorable. Timely completion of the restructuring exercise remains highly critical for the liquidity position of the company.
 
Rating Sensitivity Factors
Upward factors
* Stronger-than-anticipated business performance due to faster ramp-up of stores while maintaining stable profitability of 9-10%
* Improvement in financial flexibility through monetisation of brands or through fresh equity infusion, strengthening the financial risk profile

Downward factors
* Delay in restructuring of upcoming debt obligation impacting the liquidity position
* Delayed recovery in sales or benefits from cost optimisation plans, impacting the cash flow and financial risk profile
* Exercise of the put option or accelerated redemption by investors resulting in deterioration in the financial risk profile.

About the Company

Incorporated in 2012, FLFL is the apparel retail venture of the Future group. It was established by combining apparel retail formats and fashion brands that were demerged from Pantaloon Retail India Ltd and Future Ventures India Ltd, respectively.
 
FLFL has a portfolio of fashion brands that cover a range of fashion categories, including apparel and footwear. The company has Central and Brand Factory stores, along with exclusive brand factory outlets covering over 7.5 million square feet. Central operates primarily in the premium apparel, footwear, watches and fashion accessories segment, while Brand Factory operates mainly in the off-price apparel retailing (discounting-based) segment.

Key Financial Indicators
Particulars Unit 2020* 2019
Revenue Rs crore 6310 5734
Profit After Tax (PAT)  Rs crore -64 141
PAT Margin % -1.02 2.5
Adjusted debt/adjusted networth Times 0.99 0.61
Interest coverage Times 3.2 4.80
*Abridged financials for FY20

Any other information: Not applicable

Note on complexity levels of the rated instrument:
CRISIL complexity levels are assigned to various types of financial instruments and are included (where applicable) in the Annexure -- Details of Instrument in this Rating Rationale. For more details on the CRISIL complexity levels, please visit www.crisil.com/complexity-levels.
Annexure - Details of Instrument(s)
ISIN Name of instrument Date of allotment Coupon rate (%) Maturity date Issue size
(Rs.Cr)
Complexity level Rating assigned
with outlook
INE452O07047 Non-convertible debentures Nov-17 8.7% Nov-22 350 Complex CRISIL BBB+/Watch Negative
NA Non-convertible debentures** NA NA NA 150 NA CRISIL BBB+/Watch Negative
NA Cash credit* NA NA NA 550 NA CRISIL BBB+/Watch Negative
NA Letter of credit^ NA NA NA 475 NA CRISIL A2/Watch Negative
NA Long-term loan NA NA Mar-21 85.13 NA CRISIL BBB+/Watch Negative
NA Long-term loan NA NA Sept-24 150 NA CRISIL BBB+/Watch Negative
NA Long-term loan NA NA Jan-25 239.87 NA CRISIL BBB+/Watch Negative
*Interchangeable with working capital demand loan and commercial paper
^Interchangeable with letter of undertaking and bank guarantee
**Yet to be issued
 
Annexure: List of Entities Consolidated
Name of the company Extend of Consolidation Rationale for consolidation
FLFL Business Services Ltd Full Subsidiary
Future Special Reality Ltd Full Subsidiary
Future Trendz Ltd Full Subsidiary
Celio Future Fashion Pvt Ltd Equity Joint venture
Clarks Future Footwear Pvt Ltd Equity Joint venture
FLFL Lifestyle Brands Ltd Equity Joint venture
FLFL Travel Retail West Pvt Ltd Equity Joint venture
FLFL Travel Retail Bhubaneswar Pvt Ltd Equity Joint venture
FLFL Travel Retail Guwahati Pvt Ltd Equity Joint venture
FLFL Travel Retail Lucknow Private Limited Equity Joint venture
Elisir Lifestyle Pvt Ltd Equity Associate
Future Style Labs Equity Associate
Future Style Labs UK Ltd Equity Associate
Indus-League Clothing Equity Associate
Indus Tree Crafts Pvt Ltd Equity Associate
Indus Tree Producer Transform Pvt Ltd Equity Associate
Mineral Fashions Ltd Equity Associate
Rachika Trading Ltd Equity Associate
Annexure - Rating History for last 3 Years
  Current 2020 (History) 2019  2018  2017  Start of 2017
Instrument Type Outstanding Amount Rating Date Rating Date Rating Date Rating Date Rating Rating
Commercial Paper  ST    --  12-05-20  Withdrawal  29-11-19  CRISIL A1+  14-11-18  CRISIL A1+  27-10-17  CRISIL A1+  -- 
        21-04-20  CRISIL A1      31-10-18  CRISIL A1+       
        27-03-20  CRISIL A1+               
Non Convertible Debentures  LT  350.00
08-09-20 
CRISIL BBB+/(Watch) Negative  22-08-20  CRISIL BBB+/Watch Negative  29-11-19  CRISIL AA-/Positive  14-11-18  CRISIL AA-/Positive  27-10-17  CRISIL AA-/Positive  -- 
        12-05-20  CRISIL A+/Stable      31-10-18  CRISIL AA-/Positive       
        21-04-20  CRISIL A+/Stable               
        27-03-20  CRISIL AA-/Negative               
Fund-based Bank Facilities  LT/ST  1025.00  CRISIL BBB+/(Watch) Negative  22-08-20  CRISIL BBB+/Watch Negative  29-11-19  CRISIL AA-/Positive  14-11-18  CRISIL AA-/Positive  27-10-17  CRISIL AA-/Positive  -- 
        12-05-20  CRISIL A+/Stable      31-10-18  CRISIL AA-/Positive       
        21-04-20  CRISIL A+/Stable               
        27-03-20  CRISIL AA-/Negative               
Non Fund-based Bank Facilities  LT/ST  475.00  CRISIL A2/(Watch) Negative  22-08-20  CRISIL A2/Watch Negative  29-11-19  CRISIL A1+  14-11-18  CRISIL A1+  27-10-17  CRISIL A1+  -- 
        12-05-20  CRISIL A1      31-10-18  CRISIL A1+       
        21-04-20  CRISIL A1               
        27-03-20  CRISIL A1+               
All amounts are in Rs.Cr.
 
Annexure - Details of various bank facilities
Current facilities Previous facilities
Facility Amount (Rs.Crore) Rating Facility Amount (Rs.Crore) Rating
Cash Credit* 550 CRISIL BBB+/Watch Negative Cash Credit* 550 CRISIL BBB+/Watch Negative
Letter of Credit^ 475 CRISIL A2/Watch Negative Letter of Credit^ 475 CRISIL A2/Watch Negative
Long Term Loan 475 CRISIL BBB+/Watch Negative Long Term Loan 475 CRISIL BBB+/Watch Negative
Total 1500 -- Total 1500 --
*Interchangeable with working capital demand loan and commercial paper
^Interchangeable with letter of undertaking and bank guarantee
Links to related criteria
Rating criteria for manufaturing and service sector companies
Rating Criteria for Retailing Industry
CRISILs Criteria for Consolidation
The Rating Process
Understanding CRISILs Ratings and Rating Scales

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