Rating Rationale
October 13, 2020 | Mumbai
Phoenix Mills Limited
Rating removed from 'Watch Negative'; Rating Reaffirmed
 
Rating Action
Total Bank Loan Facilities Rated Rs.400 Crore
Long Term Rating CRISIL A+/Negative (Removed from 'Rating Watch with Negative Implications'; Rating Reaffirmed)
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL has removed its rating on the long-term bank facilities of Phoenix Mills Limited (TPML; flagship company of the Phoenix Mills group) from 'Rating Watch with Negative Implications' and reaffirmed it at 'CRISIL A+'. The outlook assigned on the rating is 'Negative'.
 
CRISIL has resolved the watch after the group's malls reopened from June in Karnataka and Uttar Pradesh, August in Maharashtra, and September in Tamil Nadu following relaxation of lockdown norms by the Central and state governments. The malls had closed temporarily in March 2020 following measures taken by various state governments to contain the spread of Covid-19. Operations are steadily improving, with footfalls and consumption for the group's malls reaching 25-30% and around 50%, respectively, in August 2020 vis-a-vis August 2019. Multiplexes, family entertainment centres (FECs) in all malls and food and beverage outlets in some malls remained non-operational as per government guidelines. Footfall and consumption are expected to improve in the second-half of fiscal 2021 with the government permitting multiplexes and FECs to operate from October 15, 2020 (except in Maharashtra and Tamil Nadu), and due to the upcoming festive season. The company has concluded bilateral negotiations on rental concessions or waivers with most of its tenants. Rental income for fiscal 2021 is likely to be impacted by around 40%, though this is expected to be partially offset by cost-cutting measures adopted by the management and the RBI moratorium that is expected to partially ease the pressure on debt servicing.
 
The 'Negative' outlook reflects the likelihood that the business risk profile may remain under pressure over the medium term because of the impact of the pandemic on the inflow of lease rentals, vacancy, and rental rates. The ability of TPML to revert to operational stability and any relief measures provided by the government will be key monitorables.
 
In August 2020, the Phoenix Mills group raised Rs 1,100 crore by way of a qualified institutional placement (QIP), which is expected to be used in the near term as a safety net for the pandemic and for organic and inorganic growth post-normalcy. The group currently has very strong liquidity of around Rs 1,910 crore in the form of cash, cash equivalents, undrawn bank limit and debt service reserve account (DSRA), which provide strong financial flexibility to the company's credit risk profile.
 
The rating continues to reflect the Phoenix Mills group's leadership position in the Indian retail mall segment, diversified revenue portfolio, and a comfortable financial risk profile. These strengths are partially offset by exposure to project risks because of significant expansion plans, volatility in occupancy, and vulnerability to cyclicality in the real estate sector.

Analytical Approach

CRISIL has combined the business and financial risk profiles of TPML and its associate and subsidiary companies. This is because all these entities, collectively referred to as The Phoenix Mills group, are in the same business and have common promoters and strong business and financial linkages.

Please refer Annexure - Details of Consolidation, which captures the list of entities considered and their analytical treatment of consolidation.

Key Rating Drivers & Detailed Description
Strengths
* Leadership position in the Indian retail mall segment: The group has a track record of over three decades and is India's largest retail mall operator. Its robust market position is underpinned by the prime location of the assets and their steady performance. Occupancy and trading density for most of the malls were over 95% and more than Rs 1,000 per square feet (sq ft) per month, respectively, for fiscal 2020. There has been no major incremental vacancy observed in the malls after the pandemic. Occupancy and average trading density of the group's flagship asset - High Street Phoenix and Palladium (Lower Parel, Mumbai) - was 95% and Rs 3,167 per sq ft per month, respectively, for fiscal 2020. The group is doubling its retail portfolio over the medium term, in partnership with Canada Pension Plan Investment Board (CPPIB), as well as independently. The group completed and launched its new mall in Lucknow, Phoenix Pallassio, with total leasable area of 9.5 lakh sq ft in July 2020.
 
* Diversified revenue profile: The group primarily focuses on retail-led mixed-use development. Revenue profile is moderately diversified and comprises four main businesses: retail assets, commercial assets, hospitality, and residential. Turnover was Rs 2,097 crore in fiscal 2020 (CRISIL-adjusted financials), with retail assets contributing around 75% to total revenue. Presence of other portfolios'office, hotels, and residential real estate'also supports business risk profile.
 
* Comfortable financial risk profile: Consolidated networth was Rs 5,055 crore while debt was Rs 4,772 crore, as on March 31, 2020 (CRISIL-adjusted financials). Consequently, gearing remained below 1.0 time. Close to 86% of the total debt is backed by highly stable rent-generating assets, while 10% of the debt is against income from stabilised hotels. Financial flexibility is supplemented by strong refinancing ability, access to consolidated unutilised bank limit of over Rs 396 crore, and ability to raise additional lease rental discounting loans; debt to lease rental ratio was healthy (below 4.0 times). In addition, the Rs 1,100 crore raised through the QIP is expected to add to its financial flexibility. However, interest coverage and return on capital employed ratios were modest at 2.98 times and 9.9%, respectively, in fiscal 2020.

Weaknesses
* Exposure to risks related to significant expansion plans:
Large projects have been planned in new and current geographies, with overall investments of around Rs 4,000 crore. Although the group has sound experience in developing and managing retail assets, its ability to execute, market, and scale-up these projects on time will remain critical. Any significant delay in project execution or cost overruns may weaken financial risk profile. Nevertheless, close to 60% of the funds have been deployed, and debt-to-equity ratio for the investments is expected at 1.0 time, which mitigates the risk to a large extent. Till date, no external debt has been contracted for the under-construction projects in Bengaluru, Pune and Indore; while for the Ahmedabad mall, debt of Rs 50 lakh has been drawn down.
 
* Volatility to occupancy and vulnerability to cyclicality in the real estate sector: Rental collection, the key source of revenue, is exposed to volatility because of economic downturns, thereby impacting the tenant's business risk profile and hence occupancy and rental rates. In contrast, cash outflow such as debt obligation, is relatively fixed. The ability of the entity to renew agreements that are coming up for renewal, especially in light of the pandemic, will remain a key monitorable. Although cash flow will be able to absorb the impact of fluctuations in occupancy and interest rate to some extent, it remains a rating sensitivity factor.
Liquidity Strong

The Phoenix Mills group maintains DSRA covering three months of debt obligation for all its assets. Cash accrual is expected to tightly meet debt obligation for fiscal 2021, however the group has availed of the RBI moratorium and has sufficient liquidity to repay the debt. TPML, on a standalone basis, had cash equivalents and bank balances of Rs 48 crore as on May 31, 2020, while the Phoenix group has liquidity of around Rs 1,910 crore in the form of cash and bank balances, undrawn limit, and marketable or liquid securities, including Rs 189 crore in DSRA as of August 2020. The group has debt obligation of Rs 250-560 crore between fiscals 2021 and 2023 with capital expenditure of around Rs 2,000 crore to be incurred over the medium term. Liquidity is supplemented by the ability to raise additional lease rental discounting loans, if required.

Outlook: Negative

CRISIL believes TPML's business risk profile remains weak on account of heightened uncertainty on rental inflows, vacancies and rental rates due to the pandemic.
 
Rating sensitivity factors
Upward factors:
* Timely execution and scaling up of projects
* Drawdown of lower-than-expected debt
* Stabilisation of operations, leading to earnings before interest, tax, depreciation, and amortisation (EBITDA) of Rs 1,100 crore or higher
 
Downward factors:
* Increase in vacancy by 10%, reduction in rental rates, or higher-than-expected borrowing weakening financial risk profile
* Significant delay or cost overrun in construction and leasing of ongoing projects

About the Company

TPML is the flagship company of the Phoenix Mills group and was incorporated in January 1905 as a textile manufacturer. It diversified into real estate development in 1986 by first constructing a residential tower and then opening High Street Phoenix (HSP) mall in Lower Parel in 1999, followed by Palladium Mall (next to HSP) in 2009. Palladium Mall caters to uber-luxury brands. Apart from retail assets, TPML also owns and operates Phoenix House, a commercial office space of 1.4 lakh sq ft in the same premises.
 
About the Group
The Phoenix Mills group is the largest player in the Indian retail mall segment and has a portfolio of 59 lakh sq ft of eight well-established retail mall assets across major cities in the country and a recently launched mall with 9.5 lakh sq ft of leasable area. It also has an office portfolio of 13.3 lakh sq ft in Mumbai and Pune, two operational hotels (one each in Mumbai and Agra), and residential real estate of 37 lakh sq ft in Bengaluru and Chennai.
 
In April 2017, the group entered into an agreement with CPPIB to sell up to 49% stake in Island Star Mall Developers Pvt Ltd (ISML, rated 'CRISIL A/Negative'; part of the group and owns and operates the Phoenix Market City Mall in Bengaluru) for close to Rs 1,700 crore. ISML is the main vehicle for the group's next growth phase. Development of retail assets will be undertaken across metros and Tier-I cities via wholly owned special-purpose vehicles.

Key Financial Indicators - Consolidated*
Particulars Unit 2020 2019
Revenue Rs crore 2097 2,128
Profit after tax (PAT) Rs crore 1048 532
PAT margin % 20.1 25.0
Adjusted gearing Times 0.94 0.97
Interest coverage Times 2.98 3.16
*CRISIL-adjusted numbers, including full consolidation of Classic Mall Development Company Pvt Ltd (CMDCPL), Classic Housing Projects Pvt Ltd (CHPPL), and Starboard Hotels Pvt Ltd (SHPL)
 
Key Financial Indicators - Consolidated*
Particulars Unit 2020 2019
Revenue Rs crore 1943 1,982
Profit after tax (PAT) Rs crore 976 497
PAT margin % 20.0 25.1
Adjusted gearing Times 0.94 0.99
Interest coverage Times 3.04 3.18
Based on consolidation approach followed by TPML wherein CMDCPL, CHPPL and SHPL have been treated as associate companies and consolidated only to the extent of TPML's shareholding in these, i.e., 50%
 

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 crore) Complexity level Rating assigned with outlook
NA Term loan NA NA Sep-27 335.0 NA CRISIL A+/Negative
NA Overdraft* NA NA NA 65.0 NA CRISIL A+/Negative
*Sublimit of term loan
 
Annexure - List of entities consolidated
Names of Entities Consolidated Extent of Consolidation Rationale for Consolidation
Phoenix Hospitality Company Pvt. Ltd (PHCPL) Full Subsidiary
Alliance Spaces Pvt. Ltd (subsidiary of PHCPL) Full Subsidiary
Bellona Hospitality Services Ltd Full Subsidiary
Big Apple Real Estate Pvt. Ltd (BARE) Full Subsidiary
Blackwood Developers Pvt. Ltd (subsidiary of BARE) Full Subsidiary
Butala Farm Lands Pvt. Ltd Full Subsidiary
Enhance Holdings Pvt. Ltd India Full Subsidiary
Gangetic Developers Pvt. Ltd (subsidiary of BARE) Full Subsidiary
Grace Works Realty & Leisure Pvt. Ltd (subsidiary of PHCPL) Full Subsidiary
Island Star Mall Developers Pvt. Ltd Full Subsidiary
Market City Resources Pvt. Ltd (MCRPL) Full Subsidiary
Market City Management Pvt. Ltd Full Subsidiary
Mugwort Land Holding Pvt. Ltd Full Subsidiary
Offbeat Developers Pvt. Ltd Full Subsidiary
Palladium Constructions Pvt. Ltd Full Subsidiary
Pallazzio Hotels & Leisure Ltd Full Subsidiary
Pinnacle Real Estate Development Pvt. Ltd Full Subsidiary
Plutocrat Assets And Capital Management Pvt. Ltd Full Subsidiary
Sangam Infrabuild Corporation Pvt. Ltd (subsidiary of BARE) Full Subsidiary
Upal Developers Pvt. Ltd (subsidiary of BARE) Full Subsidiary
Vamona Developers Pvt. Ltd Full Subsidiary
Savannah Phoenix Pvt Ltd Full Subsidiary
Insight Hotels & Leisure Pvt. Ltd Full Subsidiary
Alysum Developers Pvt. Ltd (subsidiary of ISML) Full Subsidiary
Sparkle One Mall Developers Pvt. Ltd (subsidiary of ISML) Full Subsidiary
CHPPL Full Subsidiary
SHPL Full Subsidiary
CMDCPL Full Subsidiary
Mirabel Entertainment Pvt. Ltd (associate through PHCPL) Partial Associate
Columbus Investment Advisory Pvt. Ltd (associate through MCRPL from 04/10/2017) Partial 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
Fund-based Bank Facilities  LT/ST  400.00  CRISIL A+/Negative  12-06-20  CRISIL A+/Watch Negative  31-07-19  CRISIL A+/Stable  12-04-18  CRISIL A+/Stable    --  -- 
        26-03-20  CRISIL A+/Watch Negative               
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
Overdraft* 65 CRISIL A+/Negative Overdraft* 65 CRISIL A+/Watch Negative 
Term Loan 335 CRISIL A+/Negative Term Loan 335 CRISIL A+/Watch Negative 
Total 400 -- Total 400 --
*Sublimit of term loan
Links to related criteria
CRISILs Approach to Financial Ratios
CRISILs Criteria for Consolidation

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