Analysing the IPO valuation of Eaton - Free Essay Example

Eatons IPO valuation is determinant on a number of factors that will discussed in this report. Raising $175M in the current equity bull market is easier than a bear market, but many of Eatons firm specific risks have the potential to reduce the offering. The purpose of this report is to discuss the timing of the IPO and address firm specific challenges in valuation, apply three valuation methods to Eatons and finally to recommend a share price range. Timing Factors and IPO Risks Eatons premium brand is its strongest marketable factor. Timothy Eaton founded the firm in 1869 only two years after Canadas inception. Because of the firms longevity and premium locations, which are recognizable as Canadian historical icons, the firms brand will remain strong through the restructuring. However, the complication for investors is determining how Eatons can capitalize its brand into stronger sales revenue. There is concern that the company will not be able to make enough restructuring changes to overcome the issues which placed them in bankruptcy to begin with. Even though the plan is to reposition the company to become a high end department store targeting moderate-better consumers, there is no guarantee that the store will be able to obtain the projected sales or that consumers will buy in to the changes at Eatons. Conversely, the move to increase the depth and expertise of management and the board of directors should offset this uneasiness somewhat. Addition ally, the department store industry is facing tightened margins and increased competition. The specific challenge in valuing Eatons IPO is the difficulty in accurately projecting sales revenue. As an investor, uncertainty will discount the amount investors are willing to pay for the IPO. If Eatons were to accomplish a few years of stable revenue and earnings growth under the restructuring plan, this factor would be diminished and the stock would be sold at a premium. The timing of the IPO coincides with the bull market run on the TSX and TSX Department Store Index in 1997 between March and October. Generally, during bull markets, IPOs fare much better than during bear markets. However, there is also concern that if the IPO fails and the price drops, Eatons will be in a much more difficult position to raise additional capital. The success of the IPO depends on Eatons being able to convince investors that its restructuring plan will be able to convert its premium brand into increas ed revenue and margins. Valuation Methods Due to the above considerations, it is beneficial to use a number of different valuation techniques to arrive at an appropriate equity valuation. Typically, a discounted cash flow model (DCF) is used, but the complication here is that a WACC is required to discount the cash flows in order to find the equity valuation. However, the value of equity is required to obtain the correct WACC. To overcome the circular reasoning, the adjusted present value (APV) method will be utilized which relies on the return on assets. The other rejected method is the enterprise value to revenue because the numbers it produced were unsubstantiated by any other method. Also, EV/Revenue is essentially a measure of the amount it would cost to buy a companys sales. Considering that some of the comparables are companies such as Bay, whose expected sales of $8 billion is many times the size of Eatons expected sales of $1.8 billion, it is likely that EV/Revenue would overstate Eatons value. Therefore, to compl ement the APV method the following multiples ratios will be used: price to earnings (P/E) and enterprise value to earnings before income tax, depreciation and amortization (EV/EBITDA). The forecasting period used for the APV is from 1999-2004 and includes a number of assumptions (Exhibit 1). First of all, the growth rate is assumed to continue at 8.0% for the next five years in accordance with the pro forma income statement, and then flatten out to Canadian GDP growth for the terminal value at 3.4%. The gross margin and SGA are the percentages of sales given in 1999 and are expected to remain constant. The figures for the net working capital and industry beta require a more detailed explanation. For NWC, the figures are obtained through an average of 1997-98 NWC as a percentage of sales. The 1998 balance sheet indicates a substantial increase over 1997, due to accounts payable being converted to notes payable. While it is unlikely that accounts payable would remain at such low le vels, suppliers are likely to be hesitant to extend credit to the firm after bankruptcy. The industry beta is an average of the Bay and Sears unlevered beta. The primary reason for using these two companies is that they fit the profile of what Eatons projects to be going forward, and are benchmarked against the TSX Composite rather than their American counterparts. As for debt, the level will remain constant as will depreciation and capital expenditure after the first two years of increased capital infusion. By using the CAPM, the firms return on asset is 11.10%. By using the value of debt expected after the IPO (Exhibit 2), the APV arrives at an equity valuation of $328M (Exhibit 3). Because of the tax loss carry forwards, Eatons is not expected to pay any taxes for the first six years which will reduce this asset significantly. Accordingly, interest tax shields are only applied to the terminal value and forecasted based on permanent debt. The ranges for stock prices are based o n a sensitivity analysis of the new equity value for old shareholders provided by the APV valuation (exhibit 4) divided by old shares outstanding. The highlight region gives an average share price of $15.50. Paramount to any comparables analysis is ensuring that the comparable companies used will provide an accurate picture of expected stock behavior. The following U.S. and Canadian firms are available for the comparison: The Bay, Sears, Dillards, Nordstroms, and Profitts. These companies best fit the profile of the type of business lines Eatons is pursuing upon restructuring. Because the P/E method is sensitive to capital structure, the comparables should be closely aligned to Eatons proposed structure which fits the following: The Bay, Sears and Dillards. The net income requires adjustment to normalize the figure (Exhibit 5). When tax loss carry forwards and income from discontinued operations are removed the net income figure is $18M. The equity value recommended is between $2 34M and $321M and based on a low estimate to average comparable because of the investor risks and timing issues aforementioned in this report. While the P/E ratio was constrained by capital structure, EV/EBITDA does not take this into consideration and it is appropriate to use the entire list of comparables mentioned above (Exhibit 6). The recommended equity value range based on this method is between $468M and $663M. Since Enterprise Value multiples can be sensitive to size, it is likely that the equity value might be overestimated since Eatons EBITDA is many times smaller than the comparables. This is between the average and the low estimate on the spectrum due to expected investor concerns over timing and the probability of a successful restructuring process. Recommendations It is our recommendation that the $175M required capital be raised offering 11,666,667 shares at $15/share. This is based on the recommended range the three valuation methods provide (Exhibit 7). Eatons proposed IPO price coincides with the low estimate of EV/EBITDA, slightly above average P/E ratio, and varies with APV calculation due to high degrees of change revealed in the sensitivity analysis. Investors will be drawn to the Eatons brand because of its historical significance, but be cautious due to timing and restructuring concerns. The book building process will further narrow down the price and offering based on supply and demand for Eatons equity. Exhibit 1 APV Assumptions Forecast Period 1999 2003 Revenue Growth 8.0% Gross Margin 34% SGA (as % of sales) 30% NWC (as % of sales) 7.0% Terminal Growth Rate 3.4% CapEx (1999-2000) $75M + $100M CapEx (2001-) $31M Depreciation $31M Risk Free Rate 5.6% Market Risk Premium 7.0% Industry Beta 0.79 Exhibit 2 Debt Calculation Debt Calculations  Values (In Thousands) Debt 80,400 Operating Line 194,000 Total Debt as of 25 April, 1998 274,400 Proceeds from IPO used to pay down debt 91,000 Proceeds from sale of credit operations to Norwest 126,000 Total Post-IPO Net Debt 57,400 Additional Average Borrowing on Operating Line for 1998 95,000 Net Debt for 1998 152,400 Exhibit 3 APV Calculation Exhibit 4 APV Sensitivity Analysis Exhibit 5 P/E and Adjusted Net Income Exhibit 6 EV/EBITDA Exhibit 7 Valuing the Offering