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Quo Vadis Capital, Inc. Proprietary Structural Analysis & Forecasting June 2017 917-470-2073 john.zolidis@quovadiscapital.com Re Retail: Finding Jean Baptiste de Ma Marb rbot JU JUNE E 22 2017 Outline of Presentation June 2017


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Re Retail: Finding Jean Baptiste de Ma Marb rbot JU JUNE E 22 2017

Quo Vadis Capital, Inc.

Proprietary Structural Analysis & Forecasting June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

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Outline of Presentation

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 1 Private & Confidential

v Bio of John Zolidis / Quo Vadis Capital v Introduction v Premise for Talk v Understanding the retail economic model v Something went wrong v New set of investment filters and examples v Q&A

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v Equity Analyst since 1999 (18 years covering consumer) v Founded Quo Vadis in 2017 v Two years on the buy-side in a long-short environment; Managed ~$100M v Named in Wall Street Journal’s Best on the Street list – Specialty Stores in 2005 v Former Ph.D. candidate in Philosophy @ CUNY Grad Center v Undergrad: Kenyon College & University of Oxford v Series 7, 63, 87, 86 registered v Wisconsin Native

John Zolidis Biography

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 2 Private & Confidential

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v Boutique equity research firm – solving for the problems of content and form in the way research is created and distributed v Focused on retail and restaurant industries v Financial and strategic consulting services to companies v Filing to become a registered investment advisor v Mostly based out of Paris, France

What is Quo Vadis?

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 3 Private & Confidential

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Introduction

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

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v Historically the retail business was like hand to hand combat.

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Introduction

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

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v Today, however, retail hand to hand combat is on its way to becoming a dying art form. And you all know the reason:

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Introduction

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

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v E commerce is like chemical warfare vs. an industry prepared for hand to hand

  • combat. “Don’t bring a knife to a gun fight”
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Introduction

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v Which brings to Jean Baptiste de Marbot:

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Introduction

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 8 Private & Confidential

Stretched on the snow among the piles of dead and dying, unable to move in any way, I gradually and without pain lost consciousness…. I judge that my swoon lasted four hours, and when I came to my sense I found myself in this horrible position. I was completely naked, having nothing on but my hat and my right boot. A man of the transport corps, thinking me dead, had stripped me in the usual fashion, and wishing to pull off the only boot that remained, was dragging me by one leg with his foot against my body. The jerk which the man gave me no doubt had restored me to my senses. I succeeded in sitting up and spitting out the clots of blood from my throat. My hat and my hair were full of bloodstained snow, and as I rolled my haggard eyes I must have been horrible to see. Anyhow, the transport man looked the other way, and went off with my property without my being able to say a single word to him, so utterly prostrate was I. (2)

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Introduction

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 9 Private & Confidential

Premise: Among the wreckage there will be a few retailers that still have a pulse. The market may leave these for dead creating an opportunity. Second Premise of our talk: The traditional way of evaluating retailers is still necessary but is now insufficient. We need new filters to avoid buying something that really is only worth a hat and one boot.

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Understanding the retail economic model

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 10 Private & Confidential

  • CORP. HQ

DISTRIBUTION FACILITIES STORE CUSTOMERS THE STORE IS THE ECONOMIC ENGINE FOR A RETAILER Produces the “R” in ROIC COST CENTER

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Understanding the retail economic model

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 11 Private & Confidential

  • CORP. HQ

DISTRIBUTION STORE CUSTOMERS ADDING MORE STORES CREATES OPPORTUNITY TO LEVERAGE CORP. HQ & DC ASSETS STORE STORE STORE CUSTOMERS CUSTOMERS CUSTOMERS

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Understanding the retail economic model

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

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How the retail model creates value: Growth was achieved by expanding access to addressable opportunity via

  • pening more stores (the engine of economic value creation) and taking

market share. The companies created incremental value for shareholders’ via generating a 1) return at the store level, 2) leverage of the corporate infrastructure, and 3) management of the capital structure

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Understanding the retail economic model

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 13 Private & Confidential

Retailers as investments could be roughly divided into three categories:

  • 1. Growth/ Momentum: Characterized by new store growth, same-store

sales growth, and upward revisions to Street sales and earnings estimates. Earnings multiple tends to keep expanding as long as the company is

  • beating. Stock looks “expensive”.
  • 2. GARP: Also showing positive new unit growth and same-store sales
  • growth. Typically earnings results are close to expected estimates.

Earnings multiple is more a function of the rate of growth and the market multiple for similar companies. Stock screens “reasonably priced”.

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Understanding the retail economic model

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 14 Private & Confidential

Retailers as investments could be roughly divided into three categories:

  • 3. Value:

Something went wrong with the growth strategy and the company is now slowing unit growth or closing stores. Earnings estimates have likely been revised down. Alternatively, the company may be mature and not offer growth in its segment or investors could be very skeptical about its prospects. Earnings multiple is typically low. Stock looks “cheap”.

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Something went wrong

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

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However in this case something has indeed gone very wrong:

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Something went wrong

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 16 Private & Confidential

Disintermediation

  • 1. Functionality of websites and especially mobile phones have eliminated

the need to go to the store

  • 2. Amazon has crushed traditional retail competition with a combination
  • f low prices, an incredibly effective loyalty program (Prime) and huge

assortment

  • 3. Brands traditionally sold by third party retailers have increasingly gone

direct to consumers: Note today’s Nike news

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Something went wrong

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 17 Private & Confidential

  • CORP. HQ

DISTRIBUTION FACILITIES STORE CUSTOMERS

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Something went wrong

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

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The market has figured this out: Retail stocks are screening “cheap” BUT The model’s engine of economic value creation may have been invalidated

  • - at a minimum we can’t rely on it using past metrics

Therefore the traditional playbook of buying these names at low valuations and betting on better merchandising, execution, or secular or cyclical change is unlikely to work

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Something went wrong -- The retail value trap

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The retail value trap -- IT’S EVEN WORSE THAN THAT

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

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Not only is the traditional retail model of selling stuff in stores under attack We are also in a period of profound and dynamic changes in consumer preferences Some of these changes include:

  • Clothing brands are less important
  • Consumers increasingly demand personalization and convenience
  • Want to share experiences with others via technology (but don’t want to

“talk to a person”)

  • Other stuff that is just getting started now and I haven’t figured out yet

Investors need to take these secular trends into account as well

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Which brings us to the Coming Wreckage

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

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But MAYBE it’s not really that bad

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

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But MAYBE it’s not really that bad

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

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Or maybe it is….

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

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  • 1. Don’t count on the box:

Think it’s best to start with the assumption that the return on invested capital generated by the store today will be lower for the same store in the future. Therefore, we need to seriously question retailers that continue to deploy new capital into existing store formats. Alternatively: retailers that are reimagining and redesigning their store formats to be integrated into an e-commerce offer and compete may be successful Want to hear that the retailer is thinking about their box format and investment in terms of maximizing the return on capital invested

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

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  • 1. Example of where we are concerned:

Retailer that operates over 10,000 stores The company is accelerating unit growth on both an absolute and percentage basis Meanwhile sales productivity, margins and returns are under pressure Although this company is likely a retail survivor these trends point to the need to slow growth and reevaluate its store footprint

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 26 Private & Confidential

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  • 1. Example of where we are concerned:

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 27 Private & Confidential

Source: Company reports, Quo Vadis Capital, Inc. estimates

Lease-adj. Store-Level Estimated Average Store TTM ROIC

45.1%45.1%45.1%44.9% 44.7% 44.1% 43.9% 43.4% 43.2%43.0% 42.8% 42.0% 42.5% 43.0% 43.5% 44.0% 44.5% 45.0% 45.5%

July 15A Oct 15A

  • Jan. 16A

April 16A July 16A Oct 16A

  • Jan. 17A

April 17A July 17E Oct 17E Jan 18E

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  • 1. Example of where we are concerned:

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 28 Private & Confidential

Source: Company reports, Quo Vadis Capital, Inc. estimates

Rate of Square Foot Growth YOY% Change

6.0% 6.0% 6.0% 6.2% 6.4% 6.8% 7.0% 7.2% 7.5% 8.2% 9.6% 5.0% 5.5% 6.0% 6.5% 7.0% 7.5% 8.0% 8.5% 9.0% 9.5% 10.0%

July 15A Oct 15A

  • Jan. 16A

April 16A July 16A Oct 16A

  • Jan. 17A

April 17A July 17E Oct 17E Jan 18E

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  • 2. Evaluate the incrementality of e-commerce

Retailers get that they need to have an omni-channel solution. Some are further along than others in developing this offer. While there is always going to be an upfront cost associated with building the technology and infrastructure some retailers are better positioned than others to make money with e-commerce Generally we want to own retailers which generate an incrementally higher margin in the e-commerce channel and which produce a higher return on capital invested to support this offer

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 29 Private & Confidential

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  • 2. Examples:

Wal-Mart (WMT): The market is rewarding WMT for recent accelerated e-commerce growth. However, WMT lost over $1B related to its e- commerce offering, despite scale of $15B in revenues last year. It’s not clear, in my opinion, whether the company has a plan to generate a positive return on these investments or whether this is purely a defensive strategy. Accordingly, I see WMT’s e-commerce effort as dilutive to ROIC and EPS, which warrants caution on the stock, in my view. Lululemon (LULU): E-commerce EBIT margins are 41% vs. 24% at store. E-commerce growth is accretive to both margins and returns, by my

  • estimates. This suggests that its exposure to channel shift is beneficial to

the company’s economic model.

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

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  • 3. Understand whether there is a secular tailwind or headwind:

Can’t stress this enough: If you get the category wrong from a demand perspective, all the financial analysis in the world is unlikely to help Secular trends can be driven by completely non-quantitative factors and don’t have predictable lifespans Can result from changes in technology, macroeconomics, fashion, celebrities Be very careful about buying shares of retail companies in an unfavorable category or where the category is slowing/ inflecting negatively

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 31 Private & Confidential

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  • 3. Examples:

Categories benefiting from secular consumer trends: Home improvement (HD, LOW, POOL) Cosmetics (ULTA) Off price (BURL, TJX, ROST) Categories suffering from secular consumer trends: Traditional branded apparel companies (department stores, mall based specialty apparel retailers) Athletic apparel and footwear (DKS, FL, FINL, HIBB, NKE, UA, LULU)

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 32 Private & Confidential

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  • 4. Understand leases:

Leases are a form of off balance sheet debt given that they contain required periodic future payments Rent (and other contractual occupancy costs) are normally hidden in a retailers COGS. However it is disclosed in a retailer’s 10K. This will change in 2018 when new accounting rules will require retailers to report lease obligations on the balance sheet In the meantime, to evaluate a retailer that may be losing money or which has very thin margins, investors should take total leverage including lease obligations into account

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 33 Private & Confidential

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  • 4. Examples:

Bebe Stores (BEBE) : Most recent balance sheet reported $56M of cash and zero short or long-term debt. However, the company has been losing money and burning cash for some time. The company recently decided to cease all operations aside from operating its website and to close all stores. Cost to exit all its leases came to $65M, effectively wiping out the “clean” BS Another way is to use lease-adjusted EV to EBITDAR as a leverage ratio. Most high-quality names try to stay at 3.0x or lower. LBOs typically happen at 6-8x.

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

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  • 5. Evaluate exposure to store closures

Retailers are closing 7,000+ stores in the current year. I’ve lost count. Some categories are seeing more pressure than others but among the most impacted are department stores, mall and off-mall specialty apparel and footwear retailers and sporting goods retailers. Impact can be positive if a retailer is positioned to take share. However, store closings can also be a negative if a retailer was depending on the

  • ther store to drive traffic. In general investors should expect the

secular decline in traffic to retail to continue.

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 35 Private & Confidential

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  • 5. Example: Dick’s Sporting Goods (DKS)

The company’s largest competitor (The Sports Authority) closed all

  • locations. In addition, Sports Chalet closed, Eastern Mountain Sports

closed and many independent retailers closed. Golf Galaxy closed. Gander Mountain is currently closing and converting many of its locations. We estimated the potential tailwind from share gains to be in the $300M-$600M range annually. However the benefit from these gains was more than offset by channel shift to e-commerce and the overall decline in sales of athletic gear.

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 36 Private & Confidential

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  • 6. Has management figured it out?

2016 was a very difficult year for retailers. Many management teams were surprised by the acceleration in share shift to e-commerce and the depth of the traffic declines at retail, especially around the Holidays. Yet many retail management teams continue express the view that future shopping will mostly take place in stores. While perhaps technically true this misses the point, in our opinion. We want to own the shares of retailers who view the store as a location for order execution and a convenience option for customers, integrated into a mobile and online platform. Avoid reckless store growth based on backward-looking return metrics that may not be sustainable

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 37 Private & Confidential

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  • 6. Examples:

Wal-Mart (WMT): Our view is that WMT “gets it”. The company has invested in price in its stores to be competitive and invested in labor to improve execution. It also understands that the growth opportunity and competitive threat are in e-commerce and is investing against this

  • pportunity. The next logical step for WMT would be to stop dilutive

store openings. Best Buy (BBY): Similar to WMT, BBY retrenched on prices and matched

  • competition. The company is using its stores to close the sale, rather

than let its stores provide a price comparison to a better offer. Growth retailers: We believe most retailers should slow growth. There is too much change in the market and visibility on future capital returns is too low.

Which brings us to a new set of filters to evaluate retailers

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Quo Vadis Capital, Inc. 38 Private & Confidential

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  • 7. Return on incrementally invested capital:

This is a proprietary measure of the trend in a company’s capital returns. Generally, we want to own the stocks of companies that are getting improved returns on the incremental dollar invested in the business and are not diluting returns by chasing lower return projects. Instead, companies with only lower return projects available should return excess capital to shareholders on the assumption that they can reinvest it elsewhere at a better rate of return.

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 39 Private & Confidential

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  • 7. Examples:

Two ways of measuring return on incrementally invested capital First, we estimate the return, at the unit level, of new stores opened and compare returns to historical levels. If returns are stable or rising (and the return profile looks sustainable) then it justifies incremental investment in more stores. Second we look at it on a corporate level by comparing the rate of growth in operating profit to the rate of growth in total capital. Generally we want to see a ratio of 1.0 or higher indicating that profit growth exceeds accumulation or growth in total capital.

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

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  • 7. Examples:

New unit ROIC at Dollarama (DOL.CN) has been rising:

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 40 Private & Confidential

Source: Company reports and Quo Vadis Capital, Inc. estimates

Lease-Adj. Estimated New Store TTM ROIC New (Non Comp) Store TTM Sales per Square Foot

$212 $222 $234 $245 $259 $269 $271 $262 $261 $190 $200 $210 $220 $230 $240 $250 $260 $270 $280

July 15A Oct 15A

  • Jan. 16A

April 16A July 16A Oct 16A Jan 17A

  • Apr. 17A
  • July. 17E

30.1% 32.4% 34.9% 37.3% 40.5% 42.9% 44.5% 42.1% 41.1% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0%

July 15A Oct 15A

  • Jan. 16A

April 16A July 16A Oct 16A Jan 17A

  • Apr. 17A
  • July. 17E
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  • 7. Examples:

Return on incrementally deployed capital: One calculation (used by MCD): ROIIC = Growth in after tax operating profit divided by CAPEX Does this measure what we are looking for?

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 40 Private & Confidential

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  • 7. Examples:

Return on incrementally deployed capital: I prefer: ROIIC: Growth in after tax operating profit divided by growth in total capital Lease adjusted: Use OPBRAT divided by lease-adjusted TC Expressed as a ratio: 1.0x means OPBRAT is growing at the same rate as

  • TC. More than 1.0x means the company is generating return leverage

Think about the mechanical advantage of a bicycle

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 40 Private & Confidential

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  • 7. Examples:

Return on incrementally deployed capital:

Which brings us to a new set of filters to evaluate retailers

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 41 Private & Confidential

Source: Company reports and Quo Vadis Capital, Inc. estimates

Mechanical Advantage Ratio (Growth in Profit vs. Growth in Invested Capital)

1.1x 1.3x 1.1x 0.9x 0.8x 0.7x 0.7x 0.9x 2.5x 1.9x 1.7x 2.8x 1.5x 1.7x 1.6x 1.3x 0.6x 0.4x 0.4x 0.3x 0.0x 0.5x 1.0x 1.5x 2.0x 2.5x 3.0x Apr 13A Jul 13A Oct 13A Jan 14A Apr 14A July 14A Oct 14A Jan. 15A Apr 15A July 15A Oct 15A Jan. 16A April 16A July 16A Oct 16A Jan. 17A April 17A July 17E Oct 17E Jan 18E

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Q&A

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 42 Private & Confidential

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Legal Stuff

June 2017 917-470-2073 · john.zolidis@quovadiscapital.com

Quo Vadis Capital, Inc. 43 Private & Confidential

Disclosures

Quo Vadis Capital, Inc. (“Quo Vadis”) is an independent research provider offering research and consulting services. The research products are for institutional investors only. The information in this report is based on current public information that we consider reliable. We seek to update our research as appropriate. However, Quo Vadis has no obligation to update

  • r amend any information contained in this publication. All Quo Vadis publications are prepared in accordance with Quo

Vadis compliance and conflict management policies. Quo Vadis may have business relationships with the companies that are the subject of its reports. The analyst who is the author of this report may own shares of stock in the companies discussed in its reports. However, Quo Vadis prohibits analysts from trading in a way that is inconsistent with opinions expressed in reports [subject to exceptions for unanticipated significant changes in the personal financial circumstances of the analyst]. This material is not an offer to sell or the solicitation of an offer to buy any security. This publication is being furnished to you for informational purposes only and on the condition that it will not form the basis for any investment decision. Any

  • pinion contained herein may not be suitable for all investors or investment decisions. Each investor must make its own

determination of the appropriateness of an investment in any company referred to herein based on considerations applicable to such investor and its own investment strategy. By virtue of these publications, neither Quo Vadis nor any of its employees is responsible for any investment decision. Past performance is not a guide to future performance, future returns are not guaranteed, and a loss of original capital may occur. Quo Vadis publications may not be reproduced, distributed, or published without the prior consent of Quo Vadis.