Views and opinions expressed on this blog are solely my own and do not reflect views of any organizations or employers with whom I am affiliated.

Monday, July 20, 2015

Food Delivery Services: Lessons From Struggling Grocery Stores

With increased competition, sky high operating expenses, and little room to pass on any increased food costs, American grocery stores have long faced a tumultuous battle to survive. And yet, online food and delivery services are winning VC capital with no end in sight. It's difficult to imagine that online comestibles shopping will stultify grocery stores the way Amazon has for brick and mortar retailers. It is however, prudent for each food-related sector to learn survival tricks from the other. 

In regards to grocery stores, barring the recent Albertsons' IPO (which has its own turnaround story from the SuperValu days), news has been pretty dismal. There are reports that A&P is close to filing for bankruptcy protection for the second time in five years due to high debt payments, competition from Whole Foods & Trader Joe's, and high pension costs. Haggen, which bought some Safeway and Albertsons stores recently, announced  that it will be cutting some labor expenses. 

And last November, Dahl's Foods, an 83-year old Iowa based filed for Chapter 11 and agreed to be acquired by Associated Wholesale Grocers. The company claimed that it was "slow to recognize the competitive threat and to make the operational changes necessary to remain viable. During this period, the debtors over-leveraged their assets as their revenues declined and became under-capitalized."

In contrast, web-based food and grocery delivery services has been one of the hottest VC sectors, with more than $1 billion invested since 2014, almost a four-fold increase year-on-year, according to TechCrunch

Actually, TechCrunch's piece on Food Delivery Wars is a good primer on various offerings backed by Silicon valley today.

So what lessons can these hot delivery services learn from supermarkets and their struggles? Some of the obstacles that led to the demise of grocery stores won't apply to online services, such  as high pension or rent expenses. Other challenges, however, may appear to delivery services in disguise. Here are a few tips: 

Customers are fickle and it's best to have the option to adapt. Consumers crave variety over time, and you want to avoid A&P's fate of not being able to make operational changes to remain viable. For example, Sprouts Farmers Market increased its productivity by 15% by shifting its focus from being a specialty store to an everyday healthy grocery store, according to SuperMarket news. If a delivery system isn't able to get adequate revenue or customer growth, it might be time to think of adjacent products to offer, both to retain existing customers and entice new ones. This sounds intuitive, but it's surprising how many delivery services have a limited scope, whether it's a small number of restaurants contracted or services that only deliver cold pressed juices. And it that vein...

Data are your friend. Since consumers are fickle, the only way to stay abreast of trends is by collecting and analyzing data. Albertsons', for example, uses extensive data to systematically monitor emerging trends in food and source new and innovative products, according to its S-1.  

Munchery is a good case study of an online service using data to optimize its sales. The food delivery system couldn't figure out why some of its chef-prepared gourmet meals weren't selling. Contrad Chu, the entrepreneur behind the concept, used from Salesforce to track customers’ order histories and food preferences, as well as company mentions on Twitter and other social media feeds. This helped Munchery spot and react to macro taste trends such as kale mania, the Paleo diet or ethnic foods. 

Data are especially important for delivery services that touch products, like Munchery, Plated or Blue Apron. If you're putting in the effort to obtain ingredients, prepare (or pre-prepare) the meals, and package them, you want to make sure that they'll be a hit. Social media is a great tool to glean these trends. Fast food restaurants such as Taco Bell use data from social media to get an early indication of which products are working and why. For earlier stage startups trying to understand their addressable market, there are a number of analytics firms that excel at collecting and interpreting these data, which could be helpful before product launches.

Keep expenses tight. Unlike traditional grocery stores, delivery systems don't have the problems of yesteryear such as pensions. Having lean operations from the get-go, however, will help online companies weather difficult times. And while many services, such as Fresh Direct, have an excellent supply chain that affords it to minimize shrink and waste, start-ups without that kind of scale may have not have that negotiating power. 

Instacart, for example, has a powerful software that that keeps a tally of how fast orders can move through the system at any given time. “We have an algorithm that runs every minute of the day that evaluates what orders we have, what supply we have, and whether or not we can take a one-hour order and place it on time. Before you’ve even placed an order, we’ve done all the math," said Instacart co-founder Max Mullen.  What that means is Instacart doesn't need to have an extra worker, driver or even packaging material with its ability to forecast demand. With the information collected from its app, Instacart is able to predict when customer orders will come in and for what items, so that it is able to manage its supply chain and operations efficiently. 

Obviously, operating expenses are less important for SaaS companies that don't actually touch the products, such as GrubHub. In such cases, something in addition to the software may help sell the product, such as a network effect, also offered by GrubHub. 

Expect a lot of competition. Everyone eats, so the total addressable market for food should grow more or less with population. Sure, maybe there's some room to expand the pie, but for the most part, when one company gains market share, another loses. Grocery stores have learned that the hard way, with increased competition from superstores such as Walmart and Target, discount retailers such as Aldi or even the dollar stores, and lastly, the advent of online food delivery services. And many grocery stores aren't taking it lying down; they've realized they need to get into the home delivery and online shopping on their own. 

Although the Internet is rife with advice for entrepreneurs about gaining a competitive advantage, one way to gain scale is to collaborate with providers for adjacent products, because that is essentially what the big box retailers do. A group of best-of-breed online food services can gain scale quickly and control costs by having increased negotiating power with suppliers or vendors. They'll have more data to assess consumer behavior and sell what works. Sure, it requires some creativity and innovation, but there's no shortage of that in the food start-up land. 

Saturday, February 21, 2015

How To Be More Like RadioShack

I've been waiting for an appealing topic to discuss, and of course, John Oliver and RadioShack ("RSH") presented the perfect opportunity. I love John Oliver, as I do almost everyone who comes from the Jon Stewart camp. When RadioShack finally filed for Chapter 11 protection, John Oliver did this bit to remind us all of the once venerable company's history: 

Like Mr. Oliver and most others who live in the U.S., I don't find it surprising that RadioShack filed for bankruptcy. What I do find surprising, however, is that it took so long. I don't mean to be glib with the title of this post, but really, how did this company stay afloat after all these years of underperformance? And is there something to be emulated by the survival of a concept that many deemed obsolete so long ago?

Just a quick recap from WSJ: RadioShack filed for bankruptcy on February 5th. Senior lender Standard General will acquire between 1500-2400 stores and may strike a deal with Sprint to allow the telecom company to operate up to 1750 of them. RSH owns about 4000 stores in the US , and its domestic and international franchise stores aren't part of the restructuring.

RSH didn't go down without a fight, however. Leading up to the filing, the company quarreled with one of its distressed investors, Salus Capital (an investment firm owned by Harbinger). Salus eventually forked over the $250MM for the loan that it had promised to RSH, which came with a covenant requiring Salus' approval in case RSH wanted to close more than 200 stores a year.For more on this altercation, go here to the Bloomberg story

Salus was obviously one of the last-resort lenders for RSH. Bloomberg contends: 

"As of the end of last year, the loan accounted for almost one-third of all of Salus’s investments.For Salus and its president, Andy Moser, the deal was to be by far the biggest in the firm’s short history. It’d move the lender beyond its small niche -- handing out loans of about $25 million to financially-troubled companies -- and put a high-profile deal in its portfolio that would get the attention of Wall Street bankers."

The straw on the camel's back was an imminent violation of a liquidity test required to turn Standard General's investment into equity. In January, RSH 6.75% 2019 bonds were trading in the single digits. 

"RadioShack received a rescue financing package from Standard General in October that converted the company's $535 million revolver into a $275 million term loan, and included a $120 million letter of credit, and $140 million of revolving loans.

The $120 million investment provided by Standard General and Litespeed Management is intended to be converted into equity upon satisfaction of certain conditions – which included the company having at least $100 million of available cash and borrowing capacity as of Jan. 15." LCD

RSH tried to meet this cash test by closing 1,100 stores. Salus refused, since the stores' profits were part of Salus' collateral. For more on RSH's efforts to operationally restructure, check out FTI's first day motions testimony on Pacer

I guess we can conduct some thought exercises here as to what would have been the least messy way for RSH to restructure. It would have been best if the company was able to shut doors of the 1,100 stores without Salus' consent. That way, the company could shrink itself to a manageable size. Also, RSH wouldn't have had to invest in giving the underperforming stores a face-lift, which proved to be a pernicious strategy.

This obviously wasn't an option. And without this covenant, RSH may not have gotten any financing at all. In my opinion, the best thing to do would have been to do an out of court restructuring instead of taking Salus' money. It bought more time, but it also removed the option of the Company being able to carry out its operational restructuring plans under its own terms. I'd love to hear more opinions about how RSH could have prevented this ignominious end.

Okay, so back to how this enterprise lasted so long. Here's an enlightening article detailing the history of RadioShack on Bloomberg and it appears that until the mid 2000's, the company was very good at doing what all start-ups are advised to do: pivot! 

RSH started out as two companies: Tandy, a supplier of leather shoe parts and RadioShack, a retail store and mail-order operation that served ham radio needs of ship officers. Tandy acquired RadioShack in 1963 and espoused the strategy of appealing to hobbyists. Each store was staffed with knowledgeable employees and small add-on items that catered to tinkerers. This strategy served the company well for many years and helped established a repeat customer base.  And yest, they sold a lot of batteries. 

In the 70's, RSH shifted its focus to CB radios, which at one point made up almost 30% of sales. When the radio boom ended, the company pivoted once again, taking a big risk by selling the first mass-market personal computer TRS-80. This strategy also proved to be successful, and RSH spent the next decade manufacturing and selling its own computers. By the 1990's, it became difficult for the retailer to compete with big manufacturers and in 1993, RSH stopped producing computers. Its management team was looking for a new anchor and found it in cellphones. 

The CEO at the time began making deals with cellphone carriers that gave RadioShack a cut of the initial device AND the monthly payments. The triumphant rise of the company's cellphone business paved the way for the business to expand into new types of retail boxes, including Computer City. 

By the mid 2000's, RSH was on a downward path. The cellphone business faded as competition rose and carrier branded stores became ubiquitous. The e-commerce business suffered also, partly because the executives did not want to divert attention from the stores. 

And here was the problem: when the cellphone business began dying, instead of pivoting and finding another anchor, RSH continued to fight to stay relevant in the mobile business. Many of the products, such as answering machines, became irrelevant, and employees turned into obtrusive sales people instead of quirky techies. Perhaps it would have been better if the Company had reassessed its opportunities and tried to serve another niche of under-served consumers instead of following the mobile train to its demise.  

Tuesday, July 22, 2014

Fashion Risk

Fashion is risky business. Who knows what works? In the investment circles, buying stocks or bonds of a company that sells modish products is referred to as taking on "fashion risk". Rightfully so, because many of them fail, with the most recent example being Coldwater Creek. In this post, I will use Coldwater Creek as a case study for some of the possible pitfalls for an apparel retailer and discuss strategies for convalescence.

Coldwater Creek, a specialty clothing retailer, filed for bankruptcy on April 11. According to the recent liquidation plan, all term loan, priority and secured claims will be paid in full. Unsecured claims would recover an estimated 4.43%.

The retailer was once beloved by middle-class, professional women for its effortlessly chic styles. It started as a catalog company back in the 80s and soon began opening retail stores in the 90's.

"The shopping centers, located in upper-middle-class neighborhoods, cater to the company's core audience: women who earn an average of $70,000 a year and who are drawn to such Coldwater Creek staples as $79 burnished silk jackets and $65 reversible suede belts... 

(Dennis) Pence is rushing to capitalize on an emerging demographic group that retail experts have dubbed the zoomers. They are baby boomers with a zest for living" Bloomberg BusinessWeek

Fast forward to April 2014 and the Company filed for bankruptcy after attempts by the debtors to refinance the debt, recapitalize the balance sheet and even sell the enterprise outright failed. What happened?

2007 happened, and everything went downhill from there. Net sales declined approximately 32% from its peak in 2006 to $742 million in 2013. The Company has cited everything from a slow-down in traffic to merchandising issues for the steep decline in same store sales. Following the reduced revenues, the buildup in inventory and its subsequent markdowns resulted in a deterioration of margins.

James A. Bell, EVP, COO and CFO of Coldwater, stated in the Declaration in Support of First Day Motion:

"From 2011 to 2013, the Debtors attempted a targeted turnaround process, which focused on the following:  a) incorporating cross-channel discipline into product and creative functions b) establishing the foundation of product assortment architecture c) acquiring retail-centric talent d) developing and implementing a real-estate optimization program e) positioning the brand strategy to ensure focus on target customer and f) re-engineering design and product development functions." Pacer

In order to gauge what the problems could have been, I did a little digging online for reviews from customers and employees. Here are some quotes that sum up many of the issues.

"Coldwater Creek USED to be a place women could go to find elegant, classic fashions. This year (2013) in particular, they have seemed to slide down that same slippery road as JC Penneys and KMart, which has resulted in imported, tacky, frumpy-looking clothing." Customer, May 2013

"I hear CWC is trying to grow back its customer base, but I just took a look at their website. Styles are dowdy and colors are drab. With my past experience with CWC poor quality and fit, there is nothing that tempts me to try again." Customer, October 2013

"Return policy is too liberal. End the 'anything, anytime, for any reason' deal." Employee, November 2011
"People bring stuff back from 5 years ago and get money or a gift card." Employee, December 2011

"While the employee discounts are good, the quality of the products have dramatically declined over the past 3-5 years." Employee, August 2012

"They are trying to change their entire customer base and it makes it difficult for the store emplyees to help the customers that made the company so popular to begin with. Not every customer wants short sleeve tops, slim leg jeans, and shapeless tees. Bring petites back to the stores we are losing customers everyday because we are only carrying pants in the store. Same with 3X sizes for customers." Employee, August 2012

A few observations:

1.  Returns Policy- I wouldn't recommend any turnaround strategies without a through quantitative analysis of costs and benefits. That said, anecdotal information could point to where corrective actions may be necessary. Depending on the negative contribution margin due to returns, the policy may be significantly hurting profitability OR it may just be a perk that doesn't make a significant difference in the bottom line. It would be helpful to do a margin impact (since nonperforming inventory is liquidated to offset some of the cost) curve based on the difference between time of sale and time of return to see if the returns are a significant hit to profitability. 

2.  Fast Fashion- In the mid 2000's with increased globalization and textile outsourcing, the fashion game changed. Zara is often noted as the pioneer of "fast fashion", an idea that fashion should be as responsive as it is innovative. Unlike traditional fashion labels that produced two main collections a year, fast fashion concepts such as Zara, H&M and Topshop design, manufacture and deliver many collections over the year to drive traffic. The two main determinants of fast fashion are short production and lead times and highly fashionable product design. Here's more from a Wharton paper:

"Short lead times are enabled through a combination of localized production, sophisticated information systems that facilitate frequent inventory monitoring and replenishment and expedited distribution methods. 

The second component (trendy product design, Enhanced Design) is made possible by carefully monitoring consumer and industry tastes for unexpected fads and reducing design leadtimes. Benetton, for example, employs a network of "trend spotters" and designers throughout Europe and Asia, and also pays close attention to seasonal fashion shows in Europe." Cachon and Swinney, "The Value of Fast Fashion".

The benefits of quick response strategies influence consumer behavior by reducing the frequency and severity of season-ending clearances. Enhanced design capabilities result in products that are of greater value to the customer in the present time and exploit this greater willingness-to-pay by charging higher prices on trendier pieces than on basics.

In contrast to the fast fashion front-runners, Coldwater Creek explains its merchandising process in the 'Risks' section of its 10-K:

"On average, we begin the design process for apparel nine to ten months before merchandise is available to consumers, and we typically begin to make purchase commitments four to eight months in advance. These lead times make it difficult for us to respond quickly to changes in demand for our products...

Our inventory levels and merchandise assortments fluctuate seasonally, and at certain times of the year, such as during the holiday season, we maintain higher inventory levels and are particularly susceptible to risks related to demand for our merchandise. If the demand for our merchandise were to be lower than expected, causing us to hold excess inventory, we could be forced to further discount merchandise, which reduces our gross margins and negatively impacts results of operations and operating cash flows." 

Essentially, the Company is making bets about what will work in fashion 4-8 months in advance. For equity holders, that is like investing in a company that buys forward contracts based on fashion trends!

I am not suggesting that an apparel designer and retailer aimed at women in their 30's to 50's ought to carry pieces trendy enough for teenagers, but it does help to be more nimble when it comes to responding to consumer demand. And in order to be more reactive to consumer demand, faster lead-times are essential.

Of course, there is a trade-off: faster lead-times and enhanced design require giving up a lot of design control and following trends in an efficient way. For example, Zara's designers work to imitate fashion, rather than innovate fashion. Only the fabrics are ordered before the season starts due to long lead times, but even those are ordered uncolored so there is flexibility on changing them right before the order. Suppliers have more autonomy in design, so they become more of strategic partners rather than just an operational necessity. Zhelyazkov, "Agile Supply Chain". 

3. Technology- As a retail grows into servicing customers through multiple channels, it's IT system becomes incredibly important. Macy's merchandising initiatives called My Macy's and Omni-Channel were initiated in 2009 as a way to delight customers at a local level and provide a a seamless shopping experience regardless of the channel. Of course, this required significant IT capacity. 

"A single platform or visual merchandising software enables retailers to also extend the reach and relationship with their product suppliers, giving them insight into the merchandising process and ensuring they are able to act more quickly and sharpen their merchandising execution."  Retail Customer Experience

"Most retailers cannot match Macy's spectrum of Omni-Channel initiatives because they have not created the multi-year master plan needed to achieve it. Many retailers have not allotted the investment required to create accurate, real-time views of inventory, order management, supply chain." Seeking Alpha

Migrating everything over to a single ERP platform from various databases can be very costly and operationally awful; just ask Levi Strauss about its SAP disaster! In addition to an ROI analysis, it would be useful to examine scenarios where such a migration could go wrong and assess the possible impact of the worst case scenario before deciding on a solution. 

Lastly, an important public service announcement: Many firms lose touch with employees on the field and their customers as they grow. It should go without saying that employees in the front lines should be empowered to voice their concerns, those opinions should be an important part decision making process, and the reasoning behind those decisions should be freely shared with the employees. "Store employees can in turn provide faster feedback when a campaign has been executed so corporate has a clear understanding of compliance, the impact an accurately executed campaign has on sales and the customer feedback from that geographic market," Retail Customer Experience. Open communication within a company goes a long way and could make the difference between success and failure.

Saturday, June 21, 2014

Valuing Multiemployer Pension Liability For Investments

In my previous post, I shared some background information about multiemployer pension plans and discussed the possible impact of these plans, specifically as it relates to bankruptcy. In this post, I want to talk more about disclosures of multiemployer pension liabilities, and how these disclosures can be used for valuation purposes.

FASB Required Disclosures:
Under the previous disclosure rules set by the Financial Accounting Standards Board (FASB), employers who contributed to multiemployer plans were only required to disclose their own historical contributions. FASB's Accounting Standards Update No. 2011-09 presented a new set of disclosure requirements for public companies participating in the plans, effective December 2011.

The new rules require:
  • Identifying plan information. 
  • The employer’s level of participation in the plan:
    • Contributions made for each period of Income Statement 
    • Whether the contributions represent more than 5% of total contributions to the plan 
  • The financial health of the plan:
    • The most recently available funded status:
      •  < 65% funded (red zone)
      •  65-80% funded (yellow zone)
      •  > 80% funded (green zone)
  • As of the end of the most recent year presented:
    • Whether a funding improvement plan or rehabilitation plan has been implemented or was pending; and
    • Whether a surcharge has been paid to the plan by the employer.
  • Information about when the collective bargaining agreements and when are set to expire.

The ASU notes that factors other than the amount of the employer’s contribution to a plan (e.g., the severity of the underfunded status of the plan) may need to be considered when determining whether a plan is significant. (Moody, Famiglietti & Andronico).


So now that we know what must be disclosed, let's look at a real-life disclosure. I've chosen YRCW which, as a less-than-truckload service provider, is comprised of 78% union workers and contributes to 32 separate multiemployer plans. The company contributed a total of $88.7 million to multiemployer pension plans in 2013, or approximately 34% of adjusted EBITDA. (YRCW 10-K)

The company contributed $52 million in both 2012 and 2013 to the Central States, Southwest and Southwest Areas Pension Fund (CSSSA), which represents the Company's largest contribution to one multiemployer plan. The disclosure looks like this (I've reorganized the exhibit to make it more visible; take a look at page 66 of the 10-K for more details).

Notice the CSSSA is in the red zone, so as an investor, I'd want to find out what that plan looks like. Since we have an EIN Number, we can look up the most recent funding data on the Department of Labor's website. Since CSSSA is a prodigious plan, we can get funding information directly from the CSSSA's site.

The 2013 Annual Report for this plan provides exactly the kind of information that we need to do one more layer of analysis on the risk pertaining to this specific plan. Here, we find out that the plan's assets were valued at $18.7 billion on a mark-to-market basis and the plan was approximately 52% funded as of 2013. The plan's total contributions by employers for 2012 were $764,042,58, of which YRCW made up 6.8% (at $52.1 million).

Estimating Future Payments

An obvious way to incorporate liabilities for multiemployer pension plans in an investment analysis is to estimate future contributions and include them as operating expenses and as part of cash flow. The less obvious part of this is figuring out what the expense ought to be.

At times, the company will provide guidance for future cash outflow expected for multiemployer  pension plans. If not, the financial statements of the funds will provide projected contributions in the coming years. You can use the percent of contributions from the previous year and total contributions projected for the upcoming year to estimate the expense.

CSSSA expects total contributions in 2014 to be approximately $632 million. Using YRCW's 2012 contribution percent of 6.8%, we can estimate YRCW's 2014 payments to be around $43 million. As an investor, you can dig a little deeper to find out if future contribution number is closer to $43 million or 2012's number of $52 million. That is, you can do a little more work to find out how many beneficiaries YRCW supports via CSSSA and what the average payment per those beneficiaries is likely to be in the next year.

Employer Risk:
Major types of risk to a particular multiemployer plan from contributing employers are:

  1. Financial stability risk from contributors
  2. Upcoming collective bargaining agreements 
  3. Any increases in contributions required from employers 

     1. The form 5500 is required to list major employer participants and their contribution levels. From a risk perspective, it is important to look at financials of these major participants to assess the companies' ability to continue making fund contributions. In the case of CSSSA, the other big contributor (besides YRCW) is ABF Freight, which has a total of 114 pension accounts with the fund.

     2. Moreover, the form lists the expiration dates of collective bargaining agreements and the number of accounts that the agreements will impact. For example, YRC has 240 accounts for which a collective bargaining agreement expires on 3/31/2015. The negotiations leading up to the expiration date could result in volatility in the securities' prices and lead to operational risks.

     3. The notes to the financial statements of the fund will also have information about any aberration of contributions or withdrawal from the fund. In this case, the notes indicate that YRCW entered into a Contribution Deferral Agreement ("CDA") in June 2009:

"YRC’s outstanding balances under the CDA at December 31, 2012 and 2011 were $84.4 million and $90.2 million, respectively...YRCW is assumed to remain on the Distressed Employer Schedule and make Primary Schedule contribution rate increases beginning in 2015." Form 5500, 2012.

From an investment perspective, it would be important to find out what the increase in rate will mean in terms of increased cash outflow for the company. For YRCW, the Contractual Obligations Section of the 10-K tells us that that pension deferral obligations due in 0 to 4 years equals $136 million. This includes all possible pension deferral obligations, not just those due to CSSA.

The question from a modeling perspective would be: in what quarters will these cash outflows occur? Then, I would do a liquidity analysis to make sure that there would be enough cash/revolver available to fund these outflows without a detriment to interest payments.

Plan Holdings: 

An important variable to expected returns from a particular plan is the asset allocation of funds. The form 5500 gives a detailed breakdown of the assets in the fund, including cost and current value of bonds and stocks. The data is likely old by the time we get the form 5500 (The one for 2013 isn't out yet), but the funding notice is more current and has a broad asset allocation table. An incredibly persnickety investor could do his own valuation of the fund based on the asset allocation information. In general, I will just use the market values for the assets and increase the possible future liabilities if the assets in the fund look particularly risky.

A&M Valuation: 

Alvarez and Marsal had an article recently on risks associated with investing in companies with multiemployer plans. There's some useful insight in the paper concerning impact of these pension plans in M&A transactions. In terms of valuation, the article states:

"In lieu of detailed projections, we recommend that a buyer contemplating the purchase of a business that participates in a “red zone” plan consider a minimum 10 percent increase in per annum contributions as a conservative starting point; in some cases, the annual increase could be as high as 20 percent." A&M

Liens on Assets: 
This part is probably the most important for bond-holders, especially those worried about a bankruptcy. In some cases, a withdrawal or deferral liability to a multiemployer pension fund may be secured by a lien on certain assets, which would then reduce any asset value available for unsecured bondholders and equity holders.

For example, CSSSA requires that any Distressed Employer:

"Provides the Fund with first lien collateral in any and all unencumbered assets to the fullest extent it is able in order to fully secure (i) any delinquent or deferred Contribution obligations owed to the Fund, (ii) the Employer’s obligation to make current and future pension contributions to the Fund, and (iii) any future withdrawal liability potentially incurred by the Employer (with the amount of such potential withdrawal liability to be determined based on estimates to be provided by the Fund)."

So I would make sure to find out which assets are encumbered by pension liabilities and adjust my valuation accordingly.

One Last Thing: I've ignored the validity of basic assumptions of pension accounting in this case, such as the discount rates and expected rate of returns used by specific plans. You can read more about those rules and assumptions on the American Academy of Actuaries website.

Friday, May 23, 2014

Multiemployer Pension Plans, Bankruptcy and Twinkies

I've been meaning to do some research on multiemployer pension plans and how they are treated in bankruptcies, mainly because as an investor, it is difficult to value a company that participates in one of these plans. In this post, I will give a background of multiemployer pension plans, their challenges, and proposed reforms. In the next post, I will discuss liability disclosures and valuation of companies from an investment standpoint. Hostess is a good case study for this topic because we see the impact of a bankruptcy on other employers that contribute to the multiemployer pensions. 

When Hostess filed for bankruptcy in 2012, the world was aghast at the possibility losing the "golden sponge cake with creamy filling" called the Twinkie. The filing came just a few years after completing a an earlier restructuring and purchase by Ripplewood Holdings. The pastry maker cited pension and medical benefits obligations for its financial downfall. At the time, Hostess employed 18,500 employees, 83% of which were were union members. Bloomberg

Then, Apollo and Metropoulos used their resurrection stone to bring back the famed confectioner from the dead. The private equity firms won against a crowded bidding pool to acquire certain assets of Hostess in a 363 asset sale for $410 million in cash (Apollo Press Release). But even as the carb-laden sweets came back, many of the jobs did not. 

"Hostess had two main unions when it went under: About 6,600 employees were members of a bakers' union and worked at 33 bakeries nationwide, and 7,500 were drivers who belonged to the Teamsters union.

Some of the reduction in jobs is due to the new owners' different business model. Instead of using truck drivers as salesmen to deliver the product and stock the shelves of about 50,000 stores, the new company will hire outside trucking firms to deliver trailers full of the product to retail distribution centers.

Some jobs won't be coming back due to the permanent shutting of nearly 600 outlet stores the old Hostess Brands operated to sell products directly to consumers."  CNN Money

The Chapter 11 filing of Hostess had another unfortunate impact: multiemployer pension funds in which Hostess was involved. Here's a little more background on multiemployer pension plans: 

"Multiemployer plans are collectively-bargained pension plans that are maintained by two or more employers. In a multiemployer plan, there is joint and several financial liability between all employers in the plan." (US Chamber of Commerce)

"When Hostess Brands Inc. went bankrupt in 2012, it triggered anxiety among employees at Ottenberg’s Bakery, a family-owned enterprise in Maryland. The companies shared a pension plan, and if Hostess couldn't pay its retirees, Ottenberg’s would have to pick up the tab." Bloomberg

Afraid of a domino affect (and probably the wrath of the Teamsters), the Pension Benefit Guaranty Corporation (PBGC) paid for the retirement benefits of 350 former Hostess Brands employees who were members of the Bakery and Sales Drivers Local 33 Industry Pension Fund. The remaining people covered under the Bakery and Sales Fund will be merged with another plan to protect benefits of workers in multiemployer funds. 

While this can be reminiscent of Chrysler, the important distinction is that this specific funding for the retirees isn't coming from Hostess lenders; it's coming from the PBGC which charges premiums for these kinds of guarantees. 

But it's not as if bankruptcy didn't play a role in the fate of the multiemployer plan. When a company decides to either completely or partially withdraw from a multiemployer plan, it faces withdrawal liabilities that are considered debt. (Fox Rothschild).  

"The Bankruptcy Code is wreaking havoc on multiemployer pension plans by providing an escape hatch from employer withdrawal liability, as recently highlighted by In re Hostess Brands, Inc. By taking advantage of bankruptcy courts, employers are able to discharge their Early Withdrawal Liabilities (EWL) as a debt and as a result avoid paying millions or even billions of dollars in EWL to pension plans." Villanova Law Review.

And importantly, from a debt-holder's perspective, the withdrawal liabilities are considered pari to unsecured debt. According to Marketwatch, Hostess' unsecured debt will recover between 12-42%, surely impacted by multiemployer plan claims, while bank loans will recover 27-80%. 

And then, there's the PBGC, which is also in perilous shape. Here's what The New York Times Dealbook  has to say: 

"The P.B.G.C. is supposed to be self-supporting, financing its operations with premiums paid by companies rather than tax dollars. Its single-employer program has the power to take over company pension funds before they run out of money so the assets can be used to help defray the costs. But the multiemployer program must wait until a failing plan’s investments are exhausted, so it gets nothing but bills. It now has premiums of about $110 million a year to work with. All it would take is the failure of one big plan to wipe out the whole program."

Institutional Investor also has a report on management of multiemployer funds and the Teamsters' role in pension plans. 

There's a lot of interest in overhauling the way multiemployer plans and their withdrawal liabilities work. Recently, the National Coordinating Committee for Multiemployer Plans issued a report called "Solutions not Bailouts". The reform outlined in this plan address offers remedies such as limiting withdrawal liabilities and providing the trustees with the flexibility of reducing benefits for deeply troubled plans. 

Given the all-time highs of the stock market, the underlying assets in the multiemployer funds are probably helping many of the funds to stay afloat. Hopefully, we'll have a change in the current multiemployer benefit system before stocks turn south, taking valuation of many of the funds in the same direction. 

In the meantime, it is important to think critically about investments in industries such as construction, entertainment, manufacturing, mining and transportation, which utilize the multiemployer pension plans, since their pension liabilities could be greater than expected. In my next post, I will take a closer look at assessing pension liability disclosures to help make investment decisions. 

Thursday, May 8, 2014

EFH and Oncor: An Electric Ring-Fence

TXU's 2007 LBO by KKR, TPG and Goldman and its subsequent bankruptcy filing on April 29th serve as an informative case study of the evolving nature private equity investments, commodity bets, various facets of the public utilities industry, and a complex, debt laden capital structure. S&P has a great recap of the events leading up to Energy Future Holding's filing; go here to read it. Also, check out this free webinar by Chapter 11 Cases to be held on 5/8 at 1pm ET. 

What piqued my interest in this filing was the ring-fencing of Oncor, which obviated the subsidiary's need to file for Chapter 11 protection. Ring-fencing of a subsidiary is typically done by declaring a unit as a bankruptcy-remote entity (also known as Special Purpose Entity or Special Purpose Vehicle). Here's more: 

"'Bankruptcy-remote entities' have been utilized for years in commercial transactions as a means to protect a defined group of assets from being administered as property of a bankruptcy estate in the event of a bankruptcy filing by an affiliated entity." Crowell Moring

Oncor, which is regulated transmission and distribution entity that is 80% owned by EFH, was ring-fenced at the entreaty of Texas Public Utility Commission (PUC). 

"At the time of the merger of TXU Corp, EFH and Oncor made significant commitments to the Texas Public Utility Commission regarding the separateness of Oncor from EFH.  These commitments, commonly referred to as Oncor's "ringfence" are included in Oncor's governing documents as well as an order of the Public Utility Commission of Texas which carries the weight of law." Oncor Website

It seems that the strategy worked: Oncor's collateral should not be used to pay EFH's debt. But that doesn't mean that the ownership of Oncor would be unaltered. 

Post bankruptcy, some unsecured creditors including Avenue Capital, P. Schoenfeld Asset Management and GSO Capital could end up owning Energy Future Intermediate Holding Co (EFIH) and become the newly adopted parents of Oncor. A change of control like this would likely trigger a need for regulatory approval from Texas PUC to ensure that the modification would be in public interest. Moody's notes that this change of control may also come with a push for a rate concession during a public interest hearing. (Reuters)

A tax-free spin-off of EFIH, however, would not necessarily be a credit positive for Oncor. 

"EFIH is expected to have about $5.4 billion of debtor in possession first-lien senior secured debt, and is likely to carry an additional $1.9 billion of second lien DIP debt backed by its unsecured creditors. In effect, this debt means there will be little deleveraging at EFIH during the restructuring process, and Oncor, as the only unit generating any revenue or cash flows, will ultimately be looked on to provide upstream dividends and tax payments to service the debt load. That said, the EFIH second lien DIP debt is structured as a mandatory convertible, so upon emergence, the unsecured debt will convert to equity, a credit positive." Electric Light and Power

While the spin-off sounds like an overall positive event for Oncor, one has to keep in mind the possible rate renegotiating that could take place as a result of the PUC hearing. Moreover, about 26% of Oncor revenues come from Texas Competitive Electric Holdings (TCEH), an indirect subsidiary of EFH and included in the Chapter 11 filing. (Oncor 10Q) So there is some revenue risk for Oncor to the extent that TCEH has trouble during the restructuring process. That said, post EFIH bankruptcy emergence and mandatory convert of the DIP to equity, Oncor's earnings and leverage profile look strong.

What does this mean for the Oncor bonds? They're okay for a high grade investment since they really lack the juicy yields we're used to, but they could be a good alternative to cash.  The '32s and '33s are yielding over 125 bps in spread, but the dollar price is in the $130 range. I would rather be in the 5.25% '40s with spread of a little over 100.

One last thing: Don't try ring-fencing at home! (Okay, maybe you can, but get a lawyer first). Bankruptcy remote entities aren't necessarily bankruptcy proof. In 2000, Doctor's Hospital of Hyde Park, which had set up a "bankruptcy remote" vehicle called MMA to purchase the hospital's receivables, filed for Chapter 11. The Seventh Circuit disagreed with the nature of MMA's separateness, which called into question the Hospital's transfer of receivables to MMA. 

"The bankruptcy judge made clear that a court should go beyond evaluation of the documented list of “separateness factors,” and examine whether the behaviors of the related entities are consistent with their purported “separateness.” The court further noted that when analyzing whether an asset transfer is a “true sale,” courts should carefully examine the true sale case law elements to see if they have been actually satisfied by the transaction." The Insolvency Blog

Wednesday, April 30, 2014

Betting on Casinos, Part II

Let's Take this Online

My last post discussed how the debt at Caesars operating company relates to the entity that carries the online gaming  business. In this post, I want to talk a little more about the online gaming business and how it specifically relates to Caesars. 

The Turnaround Management Association's January 2013 issue of Journal of Corporate Renewal was dedicated to managing casinos through a restructuring. It's worth a read in its entirety for those investors or professionals interested in the gaming industry. One of the interesting things discussed in that issue is the role of the legal system in online gambling. The article explains that both the Illegal Gambling Business Act and Unlawful Internet Gambling Enforcement Act are "inapplicable if a bet is not unlawful under federal law and the law of the state from which the wager was made and received." TMA

Apparently, the politics surrounding online gaming laws are pretty obfuscatory. Internet gaming is legal in Delaware and New Jersey, and Nevada only offers poker to its online customers. 

"At least 10 states are considering legalizing Internet gaming this year. Some are further along than others. Positive sentiment has been expressed in Massachusetts and Illinois statehouses, a poker-only bill was introduced in New York and California’s poker-only legislation is slowly moving forward." Las Vegas Review-Journal

"Las Vegas Sands Corp. Chairman Sheldon Adelson — who has vowed to dip deep into his heavy wallet and spend whatever it takes kill online wagering — funded the Coalition to Stop Internet Gambling. 

Not to be outdone, MGM Resorts International, Caesars Entertainment Corp. and the American Gaming Association are paying the bills for the pro-Internet gaming Coalition for Consumer and Online Protection. 

Apparently, some lobbyists sold themselves to the highest bidder.

As reported this month by political pundit Jon Ralston, Bono initially offered to work for Adelson’s side before joining the pro-online gaming forces. Meanwhile, Dickstein Shapiro, a large law firm with a lobbying component, initially pitched its services to Caesars before signing on with Adelson." Las Vegas Review-Journal
This sounds so Godfather-ish.

Okay so near-term prospects of legalizing online gaming don't look promising. 

Let's get back to Caesars. The gaming company was acquired by Apollo and TPG in January 2008. The funding for the acquisition resulted in $21 billion of debt at Caesars Entertainment Operating Company (CEOC). Then, in October 2013, the parent company of CEOC, Caesars Entertainment Corp (CZR), formed a joint venture Caesars Acquisition Company (CACQ) to form Caesars Growth Partners (CGP). Then, CZR contributed all of the shares of Caesars Interactive Entertainment (CIE) along with other assets to CGP in exchange for $360 million of proceeds. CIE has all the internet gaming assets. Here's another version of the company's capital structure. (Caesars Exchange Offer)

In the last post, I discussed the capital structure issues with investing in CZR, namely that parent still guarantees much of the debt, giving the guaranteed debt priority over the CZR stock in case of an operating company bankruptcy. CEOC was levered around 15x at the end of 2013 (Caesars supplemental financials). But what if you wanted to invest in CACQ stock as a way to have online gaming exposure?

According to the CGP Offering Memorandum dated April 10, 2014, CACQ has 42% of economic interest in CGP, which owns CIE. CZR has 52% of economic interest in CGP. CGP owns casinos Horseshoe Baltimore, Plante Hollywood, The Quad and Harrah's New Orleans. 

CACQ expects CGP annual adjusted run-rate EBITDA to be $287-320 million; 2013 adjusted EBITDA pro-forma for the transaction was $238 million. 

Debt at CGP the end of 2013 pro-forma for the transactions was around $2 billion, mainly comprised of $1.16 billion of terms loans, which are guaranteed by CACQ and most subsidiaries, and $675 million of unsecured debt. (Offering Memorandum). 

With a 42% share in debt and EBITDA of CGP, CACQ would be levered at about 6.7x, which doesn't sound so bad. But market cap of the stock is already $1.71 billion, making enterprise value roughly $2.5 billion (add 42% of debt, subtract 42% of cash to market cap), and EV/EBITDA multiple becomes closer to 20x. WYNN and LVS are around 15x and MGM is around 12x. So using the company's projected earnings and assuming steady debt, the stock looks pretty rich.