Frankfurt am Main, May 18, 2018 -- Moody's Investors Service ("Moody's") has today
affirmed the B2 corporate family rating (CFR) and B2-PD probability
of default rating (PDR) of EVOCA S.p.A. (EVOCA),
the leading European manufacturer of automatic vending machines for hot
and cold drinks and other food and beverage products. Concurrently,
Moody's has affirmed the B2 instrument rating assigned to the company's
EUR410 million first lien senior secured notes. The outlook on
the ratings has been changed to stable from negative.
RATINGS RATIONALE
Evoca's B2 CFR and B2-PD PDR balance the company's strong operating
profile evidenced by its very high profitability and its ability to generate
good cash flows and improved business profile following the acquisition
of Saeco Vending and two smaller activities during 2017 with high,
and increased, leverage and still small operations in a fairly mature
market.
"Moody's decision to affirm the ratings assigned to EVOCA
and to stabilize the outlook reflects the solid performance the company
has delivered throughout 2017, in particular an EBITA margin in
the mid-teens (15.3% as adjusted by Moody's)
and a retained cash flow coverage of 7.1% of net debt",
said Oliver Giani, Moody's lead analyst for EVOCA.
"Moody's also factored in its expectation that EVOCA will
be able to reduce leverage below 6x Debt / EBITDA during 2018 while continuing
to deliver a positive free cash flow", he went on to say.
The ratings are primarily constrained by EVOCA's (1) small size despite
the acquisitions made in 2017 which increased revenues by approximately
€95-100 million to a level above €400 million and limited
product diversification; (2) high leverage, with Moody's adjusted
debt/ EBITDA of around 6.4x pro forma for full-year effect
of the transactions up from estimated 5.9x in 2016, which
still positions EVOCA weakly in the B2 rating category but with an expectation
of gradual improvements over the next 6-12 months; (3) some
concentration risk in terms of geographies, with the majority of
revenues being generated in Western Europe; and (4) limited revenue
visibility, with a backlog of around one month of sales.
The B2 ratings are supported by the company's (1) clear market leadership
in its key European markets; (2) very high profitability, with
a Moody's adjusted EBITA margin in a range between 15% to 20%
and our expectation that the company will be able keep its profitability
at the upper end of that range after the integration of Saeco Vending,
enabled by the breadth of the company's product portfolio, constant
innovation, profitable accessories and spare parts business,
and strong ties to the key customers in the industry; and (3) asset
light business model, with fairly low tangible capex requirements
and a variable cost structure that helps to maintain stability of margins
and to support free cash flow generation.
LIQUIDITY
EVOCA has an adequate liquidity position which is supported by a cash
balance of approximately €57 million as of December 2017 and a revolving
credit facility (RCF) of €40 million maturing in 2022, completely
undrawn as of December 2017. We expect that EVOCA's liquidity sources
including cash on balance sheet, the undrawn RCF and decent free
cash flow generation are sufficient to cover its liquidity needs over
the next 12-18 months. The revolving facility only contains
one net leverage covenant that is being tested only when drawings under
the RCF increase above 35% of the total commitment. The
company does not have any debt maturities until 2023, when the €410
million bond matures.
RATIONALE FOR INSTRUMENT RATING
The €410 million first lien senior secured notes issued by EVOCA
are rated B2, in line with the CFR, despite the fact that
they rank ahead of €100 million second lien senior secured notes
(unrated) that provide a cushion for the secured debt. However,
this is not viewed as sufficient to warrant an uplift also considering
the still weak positioning of EVOCA at B2. In a default scenario,
the super senior revolving facility ranks at the top of the Loss Given
Default waterfall, followed by the €410 million first lien
senior secured notes and trade payables at second rank ahead of the €100
million second lien senior secured bond. The guarantors for senior
secured debt represent at least 80% of group sales, EBITDA
and assets.
RATIONALE FOR STABLE OUTLOOK
The stable outlook reflects our expectation that in the next 12 months
EVOCA will be able to reduce leverage below 6.0x debt/EBITDA and
to achieve a Moody's adjusted EBITA margin in the high teen percentage
range, while generating positive free cash flow.
WHAT COULD CHANGE THE RATINGS UP/DOWN
An upgrade would require that EVOCA shows the ability to sustain its strong
profitability with Moody's adjusted EBITA margin returning to around 20%
and healthy free cash flow generation, while improving Moody's adjusted
gross debt/EBITDA sustainably below 5.0x (around 6.4x for
2017, pro-forma assuming full year contribution of the acquisitions
made).
EVOCA's ratings could be downgraded, if the company (1) fails to
reduce gross debt/EBITDA, as adjusted by Moody's, to below
6.0x by FY2018; (2) EBITA margin, as adjusted by Moody's,
deteriorates towards the mid-teens on a sustainable basis;
(3) free cash flow, as adjusted by Moody's, deteriorates significantly
towards break-even; or (4) liquidity position tightens.
In addition, any signs of deteriorating market conditions on a sustained
basis could put pressure on the ratings.
The principal methodology used in these ratings was Global Manufacturing
Companies published in June 2017. Please see the Rating Methodologies
page on www.moodys.com for a copy of this methodology.
Headquartered in Bergamo, Italy, EVOCA S.p.A.
(EVOCA, formerly known as N&W Global Vending S.p.A.1)
is the leading European manufacturer of automatic vending machines for
hot and cold drinks and other food and beverage products. It also
produces coffee machines designed for use in hotels, restaurants,
cafeterias and offices. With a number of acquisitions over the
last few years the company increasingly focused on coffee and reflected
this in a new corporate branding and a change in segment reporting.
As of December 2017 EVOCA operated 8 manufacturing sites and had around
1,800 employees. On a pro-forma basis the company
reported revenue of more than €400 million for the year 2017.
EVOCA was acquired by funds controlled by private equity firm Lone Star
(unrated) for a total consideration of roughly €670 million in March
2016. In March 2017 EVOCA announced the acquisition of Saeco Vending
S.p.A. for an undisclosed purchase price.
Saeco Vending, headquartered in Gaggio Montano, Italy,
generated approximately €62 million revenues in 2016 and employs
approximately 330 employees. In addition, two complementary
bolt-on acquisitions, Ducale macchine da caffè S.r.l.
and a 67% stake in Cafection, have been done in June 2017.
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt,
this announcement provides certain regulatory disclosures in relation
to each rating of a subsequently issued bond or note of the same series
or category/class of debt or pursuant to a program for which the ratings
are derived exclusively from existing ratings in accordance with Moody's
rating practices. For ratings issued on a support provider,
this announcement provides certain regulatory disclosures in relation
to the credit rating action on the support provider and in relation to
each particular credit rating action for securities that derive their
credit ratings from the support provider's credit rating.
For provisional ratings, this announcement provides certain regulatory
disclosures in relation to the provisional rating assigned, and
in relation to a definitive rating that may be assigned subsequent to
the final issuance of the debt, in each case where the transaction
structure and terms have not changed prior to the assignment of the definitive
rating in a manner that would have affected the rating. For further
information please see the ratings tab on the issuer/entity page for the
respective issuer on www.moodys.com.
For any affected securities or rated entities receiving direct credit
support from the primary entity(ies) of this credit rating action,
and whose ratings may change as a result of this credit rating action,
the associated regulatory disclosures will be those of the guarantor entity.
Exceptions to this approach exist for the following disclosures,
if applicable to jurisdiction: Ancillary Services, Disclosure
to rated entity, Disclosure from rated entity.
Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
Please see www.moodys.com for any updates on changes to
the lead rating analyst and to the Moody's legal entity that has issued
the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com
for additional regulatory disclosures for each credit rating.
Oliver Giani
Vice President - Senior Analyst
Corporate Finance Group
Moody's Deutschland GmbH
An der Welle 5
Frankfurt am Main 60322
Germany
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Matthias Hellstern
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Releasing Office:
Moody's Deutschland GmbH
An der Welle 5
Frankfurt am Main 60322
Germany
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454