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Calandro - Turnaround Value Scott Paper PDF
Calandro - Turnaround Value Scott Paper PDF
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Turnaround Value and Valuation:
Reassessing Scott Paper
Joseph Calandro, Jr.
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Exhibit 1
Scott's Sales and Operating Margin History
$5,500 T I t20%
! [g] p
16.1% [3I i ® S g ra
$4,500 - [AI 1 1 ~ « õ> s 2
A' [AI 5- I ~ * a «
/ S S 13.0% /|'» S S 1 * a
$3,500 11-1* 11.1% y4AA„ ' .
A-^IO.rA^Ť
/ ri 2 ' 10% ■§ o
7.8% / lo I cö ai V 3
g jy / RH a « co ' » 8.1% ~
I
W g ¿
$2,500 - v
5 s Si nň RH
' W s 5 8
¿ S » Si ! v V
:'/''
i Vi.o% '
» ' -0%
$500 -- j '
' l'I ' I ' ' l'I I'* I'* 1 I 1 ^ 1 ^ 1 V-3,2%
1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993
-$500 1 i-5%
In most
turned out to be poorly timed in that valuations,
"1990 EPV will reconcile with NAV
marked
because
the 'beginning of one of the tissue most firms do worst
industry's not operate with either a sus-
downturns.'"2 That downturn mirrored the national tainable competitive advantage or with significant per-
economy's, which was in recession from July 1990 toformance issues; as such, a level of income is earned
March 1991. 3 Scott's management responded to the that is commensurate with the reproduction value of
the assets. We refer to this relationship as "base case
downturn by initiating a variety of operational improve-
value" (Calandro [2009]), which is illustrated in Panel
ment initiatives, but none took hold. Therefore, in April
of 1994, the firm appointed Dunlap its chairman of the A of Exhibit 2. Notwithstanding the common occur-
board and CEO. rence of this pattern, it can reflect a lucrative acquisi-
At the time of Dunlap's appointment, Scott's tion opportunity if the target is available at a reasonable
market value was approximately $2.8 billion.4 To assessdiscount from estimated value (or margin of safety);
this value for turnaround opportunity purposes, we examples
sub- include Berkshire Hathaway 's acquisitions of
Burlington Northern Railroad (Calandro [2010a]) and
ject Scott to formal valuation using the modern Graham
and Dodd approach. Well known to "value investors," Clayton Homes (Calandro [2010b]). However, some
this approach begins by reproducing a firm's balance valuations can result in different patterns:
sheet to derive a more economically consistent net asset
value (NAV). It then estimates a firm's earnings power • If EPV is significantly greater than NAV - Panel B
value (EPV) by selecting a level of past earnings that areof Exhibit 2 - it suggests the firm is a "franchise"
expected to be sustainable into perpetuity. The relation-if it is operating with a sustainable competitive
ship between these two values is fundamental to the type advantage (which is what over time drives the
of firm being valued, including a turnaround. EPV to NAV spread). Franchises are attractive
acquisitions when priced reasonably, such as
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Exhibit 2
Valuation Patterns
EPV
Exhibit 3
Scotťs Pre-Turnaround Valuation
$8,000 -,
$7,000 -
$6,000 -
$5,125
$5,000-
$2^84
jQ
NAV EPV MV
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opportunity. To explain how we derived this valuation A new firm starting out is even more likely to
we begin with NAV as shown in Exhibit 4, a paren- get stuck by customers who for some reason or
thetical note designating an adjustment that is discussed another do not pay their bills, so the cost of repro-
below. ducing an existing firm's accounts receivables is
Note (1 A) adds the bad debt provision - from page probably more than the book amount. Many
91 of Scott's 1993 Form 10-K - to estimate the repro- financial statements will specify how much has
duction value of receivables. It is necessary to add this been deducted to arrive at this net figure. That
provision back for reproduction purposes because: amount should be added back (Greenwald, et al.
[2001, p. 56]).
Exhibit 4
Scotťs Pre-Turnaround NAV
$ in 000,000s
1993 Adjustment Value Notes
Assets
Current assets $1 ,609.9 $1 ,761 .8
Cash and cash equivalents $133.6 100% $133.6
Receivables $600.3 $25.3 $625.6 (1A)
Inventories $523.7 $126.6 $650.3 (2A)
Deferred income tax asset $277.9 100% $277.90
Prepaid items and other $74.4 100% $74.40
Plant assets, at cost $7,298.9 $7,298.9
Accumulated depreciation -$3,275.0 $3,275.0 $0.0 (3A)
Timber resources, at cost less timber harvested $1 1 3.0 1 00% $1 1 3.0
Investments in international equity affiliates $223.8 100% $223.8
Investments in and advances to other equity affiliates $84.1 100% $84.1
Construction funds held by trustees $87.1 100% $87.1
Notes receivable, goodwill and other assets $483.3 -$220.0 $263.3 (4A)
Goodwill adjustment $1 ,246.4 $1 ,246.4 (5A)
TOTAL ASSETS $6,625. 1 $11 ,078.4
Liabilities
Current liabilities
Source: Scott 1993 Form 10-K; all adjustments are the author's.
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Note (2A) adds back the LIFO reserve of ment of $1,246.4 million.8 This is another adjustment
$126.6 million to estimate the reproduction value ofthat could be validated if this was a live valuation, pos-
Scotťs inventories.5 sibly by a consulting or marketing firm.
Note (3A) adds accumulated depreciation onto the Note (6A) discounts deferred taxes and other lia-
balance sheet to estimate the reproduction value of Scott's bilities by an 11.11% discount rate at an assumed duration
plant assets. If this was a live valuation, licensed appraisers of two years.9
could be retained to validate this adjustment. Note (7A) adds operating leases onto the balance
Note (4A) subtracts a $220 million note receiv- sheet from the footnotes of the Form 10-K (p. 99).
able (from Crown Pacific Ltd.), on the assumption that Note (8A) adds the option liability onto the balance
such a note is not needed for reproduction purposes.6 sheet as the product of options outstanding at the end of
In other words, if one had to reconstruct Scott Paper the year (4,365) and the average price ($41.30). 10 Finally,
from scratch, this note would not be required in that note (9A) is the pension obligation that was estimated
reconstruction. as the difference of accumulated benefits exceeding the
Note (5A) pertains to goodwill , which in a modern assets ($1,128.2) and assets that exceed accumulated ben-
Graham and Dodd context refers to the intangible assets efits ($433). 11 In practice, pension actuaries could be
retained to validate adjustments like this one.
a firm uses to create value, such as its product portfolio,
brands, and so on, which in this case were significant. Subtracting the reproduction value of the assets
from the reproduction value of liabilities gives our NAV
To explain why, consider that "Scott invented the paper
of $5,125.4 million. As this value is driven by several
towel," thereby creating significant brand recognition
in what became a sizeable industry.7 Scott also engaged
significant assumptions - such as estimated plant assets
in extensive advertising that further strengthened its(3A) and goodwill (5 A) - it will be validated by earnings
power. Proceeding therefore to the EPV, it is presented
brand, which was strategically significant because con-
sumer paper products are commodities. According to in Exhibit 5 and divided into three blocks: the first block
D'Alessandro [2001]: encompasses notes (IE) to (6E) inclusive, the second
pertains to notes (7E) to (11E), and the third, notes
You can trade in commodities and try to win on (12E) to (18E).
price alone, a depressing downward spiral, given The first block begins with an estimate of Scott's
the almost limitless competition most businesses sustainable operating earnings. Because EPV is based on
face today. That's why, in many industries, the a level of past earnings that is expected to be sustainable
smart commodities producers are turning their into perpetuity, we conservatively based this estimate on
commodities into brands and commanding a Scott's average operating margin from 1984 to 1989 and
premium for them. Increasingly, consumers no the amount of its then most recent (1993) annual sales,
longer just reach for milk; they reach for Horizon which gives $574.5 million (note (IE)).12
Organic milk at almost twice the price. They Note (2E) pertains to the depreciation adjustment,
don't drink unbranded water from the well or the mechanics of which are presented in Exhibit 6.13 The
from the reservoir; they drink Evian or one of calculations are self-explanatory except for one: as rev-
hundreds of other brands of bottled water at over enue fell from 1992 to 1993, we used the revenue change
a dollar for a little bottle, (p. 13) from 1991 to 1992 in the calculation on the assumption
« it is relatively sustainable over time.
When valuing goodwill like Scott's, the modern Note (3E) deducts interest earned on cash: As the
Graham and Dodd approach "add[s] some multiple of present value of interest is the amount of cash on the
the selling, general, and administrative line, in most cases balance sheet, we deduct interest earned (from p. 100
between one and three years' worth, to the reproduc- of the Form 10-K) and will add cash in later (note (17E)
tion of the assets" (Greenwald, et al. [2001, pp. 61-62]). below).
Multiplying Scott's 1993 marketing and distribution Note (4E) is the options expense, which was derived
expense of $598.7 million and its research, adminis- by multiplying the change in options outstanding over
tration, and general expense of $232.2 million by the the year (605.2 = 4,365 - 3,759.8) by the average price
middle ofthat range, or 1.5, gives our goodwill adjust- ($41. 30).14
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Exhibit 5
Scotťs Pre-Turnaround EPV
$ in 000,000s
Note: Restructuring charges are not explicitly accounted for in order to simplify the analysis; in prac
to assess the required accounting.
Source: Scott 1993 Form 10-K; all calculations are the author's.
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valuation we developed earnings sequentially over three Turning to EPV, our expected sustainable oper
years. In practice, performance management consultants earnings for Scott (note (IE) in Exhibit 5) is ba
could be retained to help formulate or validate adjust- its average operating margin from 1984 to 1989 (
ments like this. and the amount of sales booked in 1993. As D
Note (8E) is simply the product of the percent- was known to drastically cut costs, for purpo
ages reflected in note (7E) and the earnings given in this valuation we estimated a sustainable 45% ma
note (6E). improvement from Scott's highest historical mar
Note (9E) pertains to NOL carryforwards as 16.1% (see Exhibit l),16 and applied it against the
reflected in Scott's 1993 Form 10-K (p. 96): 75% of second highest sales prior to its 1990 expansion.17
the NOLs were applied in 1994 with the remainder so resulted in expected sustainable operating ear
applied in 1995 for illustration purposes. In practice, of $1,061.8 million (= 23.3% X 1998 sales of $4
tax accountants and/or attorneys could be retained to as shown in Exhibit 8. 18
ensure NOLs are applied in a manner consistent with Dunlap also had the reputation for quick t
all rules and regulations. arounds (Dunlap and Andelman [1997], p. 11); ther
Taxes (note (10E)) were derived by first subtracting we developed earnings more quickly as shown in
NOLs (note (9E)) from pre-tax earnings (note (8E)), (7E) of Exhibit 8. Holding all other assumptions
and then multiplying by an assumed effective tax rate of Exhibit 5 constant gives an EPV of $5,899.3 mill
27%.15 Preliminary earnings, note (11E), are simply the Because our post-turnaround EPV is greater
difference of pre-tax earnings (6E) and taxes (10E). our NAV, it reflects a potential franchise (Pa
Note (12E) is our aforementioned discount rate, Exhibit 2). To validate the franchise, consider our
and note (13E) is our earnings estimate: for the years comments regarding Scott's goodwill and the stre
1994 and 1995 the earnings are simply carried down from its brand, which was built up over a considerable
(11E); for 1996, the preliminary earnings were capital- of time: Scott was formed in 1879, and by the beg
ized at the discount rate ($3,209.8 = $356.6/11.11%). of the 20th century had formulated a strategy "t
Note (14E) is the present value discount factor only a few high-quality products, to sell them at
that, when multiplied by earnings (note (13E)), gives a cost as possible, and to keep them in the publi
the present value of earnings (note (15E)), which when with high-profile advertising."19 Significantly, D
summed equals earnings power (note (16E)). Adding turnaround was consistent with this strategy via its
the cash from the balance sheet (note (17E)) gives our on core products (e.g., divesting non-core asse
EPV (note (18E)). cutting costs (assuming Scott's marketing effort
Based on this valuation, Scott's preliminarily turn- be continued); therefore, it is reasonable to co
around opportunity amounts to a return of approxi- that the turnaround would transform Scott back into a
mately 82% based on improving its market value (via franchise upon its successful completion.
earnings improvement) to a level commensurate with its In light of this, Scott's growth value can be assessed
NAV. However, this return assumes the turnaround will as shown in Exhibit 9. In Graham and Dodd valuation,
occur off of the asset base and cost structure reflected in growth only creates value when a firm's EPV is greater
the valuation, which is not consistent with how Dunlap than its NAV, and thus growth is only applicable to fran-
approached Scott. Therefore, it is necessary to value the chises. As shown in the exhibit, our estimated growth
impact of his expected turnaround actions. value of $7,380.4 million is significantly greater than
Scott's $2,810 million market value at the time, but it
POST-TURNAROUND VALUATION is not the figure we would have suggested targeting in
exit planning.
Starting with NAV, Dunlap stated that he sold
approximately $2.4 billion of Scott's non- core
EXIT assets to AND CONCLUSION
PLANNING
pay off its debt (Dunlap and Andelman [1997], p. 69),
which could have been anticipated for valuationOur growth value assumes a reinvestment rate
purposes.
In Exhibit 7, we adjust the NAV presented in approximately
Exhibit 4 to 14% (note (c) in Exhibit 9), which
reflect these actions, which did not changesubstantial
the value.hurdle for a firm in a mature industry
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Exhibit 7
Scott's Post-Turnaround NAY
$ in 000,000s
1993 Adjustment Value Notes
Assets
Current assets $1 ,609.9 $1 ,761 .8
Cash and cash equivalents $1 33.6 1 00% $1 33.6
Receivables $600.3 $25.3 $625.6
Inventories $523.7 $126.6 $650.3
Deferred income tax asset $277.9 100% $277.90
Prepaid items and other $74.4 100% $74.40
Plant assets, at cost $7,298.9 -$2,400.0 $4,898.9 (1A)
Accumulated depreciation -$3,275.0 $3,275.0 $0.0
Timber resources, at cost less timber harvested $1 1 3.0 1 00% $1 1 3.0
Investments in international equity affiliates $223.8 100% $223.8
Investments in and advances to other equity affiliates $84. 1 1 00% $84. 1
Construction funds held by trustees $87. 1 1 00% $87. 1
Notes receivable, goodwill and other assets $483.3 -$220.0 $263.3
Goodwill adjustment $1 ,246.4 $1 ,246.4
TOTAL ASSETS $6,625.1 $8,678.4
Liabilities
Current liabilities $1 ,769.8 $1 ,736.0
Payable to suppliers and others $891 .5 1 00% $891 .50
Accruals for restructuring programs $639.0 100% $639.00
Current maturities of long-term debt $180.2 -$33.8 $146.40 (2A)
Accrued taxes on income $59. 1 1 00% $59. 1 0
Long-term debt $2,366.2 -$2,366.2 $0.0 (2A)
Deferred income taxes and other liabilities $91 3.4 0.81 00 $739.9
Preferred stock $7.1 100% $7.1
Operating leases $194.5 $194.5
Stock options - $180.3 $180.3
Total Projected Benefit Obligation (Pension) - $695.2 $695.2
TOTAL LIABILITIES & PREFERRED STOCK $5,056.5 $3,552.9
Source: Scott 1993 Form 10-K, all calculations are the author's.
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Exhibit 8
Scotťs Post-Turnaround EPV
$ in 000,000s
1994 1995 1996 Notes
Source: Scott 1993 Form Ì0-K, all calculations are the author's.
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Exhibit 10
Scotťs Post-Turnaround Valuation
$8,000 n
$7,380
MM
NAV EPV GV
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7Dunlap as quoted by Ettorre [1995], p. 27. 21In the words ofDunlap and Andelman [1997]: "Here's
8Scott 1993 Form 10-K, p. 84; calculations are the what you need to do:
author's.
1. "Set major goals that make a difference, goals that are
9Gilson [1997b] bases his Scott cost savings analysis on sustainable."
a multiple of 9 times (p. 21), which equates to a discount
2. "Don't let people stray from these goals. Hold them
rate of 11.11%.
accountable with great tenacity."
10Scott 1993 Form 10-K, p. 102; calculations are the
3. "Focus , focus, focus on your handful of goals. If you set
author's.
too many goals, you will fail. Your intentions become
"Scott 1993 Form 10-K, p. 104.
diffuse." (p. 40; italics original).
12Scotťs margin was relatively stable during this time
(see Exhibit 1), which was prior to the firm's aforementioned
REFERENCES
expansion.
13See Calandro [2009, pp. 14-15] for more information.
14Scott 1993 Form 10-K, p. 102; calculations are the Calandro, J. "Growth-Based Franchise Opportunities:
author's. sons from the GEICO Acquisition." The Journal of Priva
1527% is Scott's effective tax rate for 1992, which was Equity , Spring 2011, pp. 6-17.
the only year from 1991 to 1993 that the firm was profitable
(Scott 1993 Form 10-K, pp. 85, 96).
16We estimated the 45% improvement subjectively Private Equity , Fall 2010a, pp. 8-16.
based on a review of Dunlap's cost-cutting plan profiled by
Gilson [1997a, 1997b], which results in a relatively conser-
vative estimate: Gilson's [1997b, p. 21] analysis estimates the Equity , Summer 2010b, pp. 30-38.
value of Dunlap's cost cutting at $3,280.6 million (using the
27% effective tax rate instead of the marginal rate) that when
added to the EPV derived in Exhibit 5 gives $6.2 billion,
which is greater than the EPV derived in Exhibit 8. In prac- Canedy, D. "Sunbeam's Board, in Revolt
tice, detailed revenue and expense plans would be developed ting Chairman." New York Times. June 16
and evaluated to derive this type of estimate, possibly with http://www.nytimes.com/1998/06/16/bu
the assistance of performance management consultants. board-in-revolt-ousts-job-cutting-chairma
17This is more conservative than basing the estimate on
D'Alesssandro, D. Brand Warfare. NY: McG
Scott's highest sales prior to its expansion (earned in 1989).
18Sales data are from Gilson [1997a, p. 13]; calculations
are the author's. Dunlap, A., and B. Andelman. Mean Busine
1997.
19See http://www.answers.com/topic/scott-paper-
company
Ettorre, B. "Turnaround Is Fair Play." Management Review ,
20As quoted in Powell and Quails [2002, p. 1]. Note also
Times Wire Services [1995]. Nevertheless, I would consider July 1995, pp. 25-28.
Kimberly-Clark 's price high. Using the valuation framework
Gerstner, L. Who Says Elephants Can't Dance ? New York:
presented above, assuming a sustainable margin of approxi-
mately 26%, which is more than double the firm's historicalHarperCollins, 2002.
average, against 1988 sales gives $1,188.8 million in expected
sustainable operating earnings (note (IE) in Exhibit 8), Gilson, S. "Scott Paper Company." HBS Case Services
which results in an EPV of $6,644.9 million, holding all#9-296-048, September 26, 1997a.
other assumptions in Exhibit 8 constant. Applying variables
in this valuation to derive a growth value in the manner
Services #5-298-088, December 12, 1
shown in Exhibit 9 gives approximately $9,400 million that
assumes a nearly 16% reinvestment rate, which, along with
an approximate 26% margin assumption, seems aggressive. Greenwald, B., J. Kahn, P. Sonkin, an
Investing. New York: Wiley, 2001.
Furthermore, $9,400 million is the full growth value; in other
words, this price does not contain a discount from estimated
Iacocca, L. Iacocca: An Autobiography.
value (or margin of safety) .
2007 (1984).
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Klarman, S. Margin of Safety . New York: HarperBusiness,
1991.
Neff, J., and S.L. Mintz. John Neff on Investing. New York:
Wiley, 1999.
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