http://www.jeffharbaugh.com/wp-content/uploads/2014/08/logo_color_640.gif 0 0 jeff http://www.jeffharbaugh.com/wp-content/uploads/2014/08/logo_color_640.gif jeff2013-06-04 10:38:592014-09-25 10:15:19Billabong Update: The Deal is off, or at Least Changing
What We Know
Billabong announced yesterday that there would not (at least at the present time) be a sale of the entire company to either the Sycamore Consortium (which includes Paul Naude) or to the Altamont/VF group. The company further announced that they were still talking to both groups “…regarding proposals presented to the Company for alternative refinancing and asset sale transactions, the proceeds of which would be used to repay in full the Company’s existing syndicated debt facilities.”
Billabong also lowered its guidance again, indicating they now expect EBITDA for the year of $67 to $74 million AUD (Australian Dollars). That’s before any “…share of Nixon NPAT and before Significant and Exceptional Items.” The last guidance the company offered was in February, when they indicated an EBITDA of $74 to $85 million AUD including $4 million AUD from their share of Nixon at the upper end. Ignoring Nixon and taking the midpoint of both ranges then, guidance has been reduced by about 9%.
They especially point to poor conditions in Australia and startup losses of $4 million AUD higher than expected for SurfStitch in Europe. Australian wholesale is on plan, but retail declined. Comparable store retail sales are 5.4% below “…the previous corresponding period and gross profit is 2.3% below…” The Americas are noted to be slightly ahead of plan and Europe remains weak, especially for the Billabong brand as was anticipated in February.
You can see the announcement here. It’s under “Recent News” and is called “Company Update.” Trading in the stock started again and by the close of the day (Australian time) it had fallen to $0.23 a share in (AUD) on very high volume of 65 million shares.
The other information we have is that there are ongoing layoffs, West 49 is up for sale and, according to Billabong Chairman Ian Pollard, they are “…aggressively reducing costs across all our global operations.” Restructuring and reducing costs, of course, has been part of the plan since Launa Inman became CEO, but it’s starting to feel less like a strategy and more like a financial necessity.
The other thing I think we know is that the banks, which have Billabong’s assets as collateral for its loans, wants to get paid off and will “encourage” deals that contribute to that end.
What We Don’t Know
The first thing we don’t know is why there was no deal. Obviously the reduced guidance had something to do with that. It might be that the required lease payments on all the stores (that don’t show up on the balance sheet) were also a concern.
But strategically, if I were a potential buyer, the most important thing to me might be the prospects for the Billabong brand itself. I’d know that if I bought the whole company, I would expect to sell some brands, but I’d have to believe I could maintain and grow the Billabong brand or why make the deal?
For its part, the Billabong Board of Directors might not have wanted a formal offer if it was really low. If they thought such an offer reflected only current circumstances and not the fundamental value of the company and its brands, they wouldn’t want to disclose and then reject it. Assuming, of course, that they think they have a choice.
That choice pretty clearly doesn’t include selling more stock right now. But, given the conversations we’re told are now going on with Sycamore and Altamont/VF, Billabong’s choices may include selling assets and raising some more expensive debt that lets them pay off their banks.
Actually, I guess their choices do, not may, include selling assets; the question is just at what price. Billabong would certainly prefer not to be selling under these circumstances, while Sycamore and Altamont/VF (and other potential buyers that might pop out of the woodwork if certain brands are for sale?) will hope they can get a great deal.
Meanwhile, lenders like Sycamore and Altamont/VF might be thinking, “Well, I’m not ready to be all in on this one at any purchase price we can negotiate, but if I lent Billabong some money in the form of convertible debt, it might work out.”
The lender would earn a nice interest rate and be in a position to control a chunk of stock when the company recovered. If things went south, they’d be a lender and not a common equity holder protected to some extent by the value of the assets they’d have as collateral.
Now this all depends, as it does in any deal, on the cash flow making sense for Billabong based on the asset purchase prices, the interest rate, and the amount lent. We have no idea how that looks. Still, it feels like Billabong and either of these two potential partners might be more likely to have a meeting of the minds in a debt and asset sale scenario than a purchase. I don’t know why I said “feel.” That’s what Billabong told us in their update. Maybe now you understand a little better why.