Billabong’s Half Yearly Report. Now What?
I listened to Billabong’s conference call yesterday and have spent part of last evening and this morning going over the detailed financial reports. I lead an exciting life. There’s a lot going on at Billabong, and I want to start with an overview before we get to the financial nuts and bolts. All numbers are in Australian Dollars.
An Overview
The first thing everybody no doubt wants to know is whether or not there’s any news on the company being sold. There is not. All we’re told is that due diligence with both parties is in “an advanced stage” and should be completed in March. Whether there will be a firm bid when the due diligence is complete, what price the bid will be at, or whether Billabong’s board would accept a bid is not known.
You’ll recall that both potential buyers preliminarily offered $1.10 per share. Given the half year results, deteriorating business conditions, and Billabong’s lowering of its guidance for the full year from an EBITDA (before significant items- we’ll get to those) of $85 to $92 million down to $74 to $85 million, I’ll be interested to see if they still feel that the $1.10 offer is appropriate.
Meanwhile new CEO Launa Inman is pursuing the transformation strategy she described some months ago. You may recall that there were a lot of things I liked about that strategy. It seemed like there were a bunch of costs that could be reduced. Some of those savings have been realized, but others will take some time and there’s significant expense required to realize them.
119 retail stores had been closed as of February. Forty more will be closed by June. Starting in March, the number of suppliers will be reduced from north of 270 to 50. That has to be worth a lot of money but of course you don’t see the benefit until you’ve actually been through the product cycle with just 50 suppliers. Their process of reducing SKUs is also ongoing, but we didn’t get any specifics on that.
The organization is moving from a regional to a global reporting structure and there’s a global information technology strategy is place and being rolled out in the middle of this year. In the conference call we’re told that IT used to report through to each region. Billabong has now hired an IT director who reports to CEO Inman and is tasked with pulling it together. The comment that most caught me by surprise was her statement that Billabong does not have a true general ledger across the whole business.
I suppose that’s a hangover from the days of “Buy good brands with good management and let them run their operations.” Perhaps an appropriate strategy for a different economic reality and, in any event, lacking a companywide general ledger, you had no choice.
It sounds like there are a lot of changes in reporting relationships and responsibilities going on. Wonder how it will all impact the people running the various brands. No doubt they are wondering the same thing. The described changes are necessary in my opinion, but also disruptive. Peter Meyers, the CFO, has been there only four weeks speaking of drinking through a fire hose.
Remember when Gary Schoenfeld became PacSun’s CEO and turned over the entire senior management team? We talked then about how there had to be a settling in period measured in months. I don’t know how extensive the changes will be at Billabong, but it’s the same concept. Some patience is required.
So there are a plethora of ultimately good and necessary changes and a certain level of organizational musical chairs going on. Accomplishing all this costs some money. Meanwhile, cash flow is impacted by weak business conditions and the bank is nervous enough to make Billabong move to an asset based line of credit. And then there are two potential bidders for the company. What happens to which brand if one of them is successful? The stock closed at $0.86 a share yesterday, down from $0.92 before the announcement, so it looks like the market is not quite sure, after yesterday’s results, that a deal will happen at $1.10.
CFO Meyers noted that of course the company had to watch its cash flow, but he said he was comfortable that they have the cash flow to continue the transformation strategy. I wonder if that’s true if business conditions worsen more.
The best thing that could happen to Billabong is to resolve the issues of whether the company is going to be sold. The disruption, uncertainty, and general organizational angst surrounding just the transformation strategy is adequate without the addition of due diligence and the possibility of a new owner. If there is a firm offer to purchase Billabong, I suspect it will be accepted (or not) based on how Billabong’s board perceives the company’s financial ability to implement the transformation strategy.
Numbers
Let me start by giving you the actual income statement numbers. Then I’ll go through various explanations, adjustments, and qualifications you’ll want to know about.
Revenues from continuing operations were $702.3 million, down from $764.3 million in the PCP for a decline is 8.1%. As you would expect, cost of goods fell from $360 to $335 million and gross margin was down from 53.4% to 52.1%. Selling, general and administrative expenses fell from $297 million to $268 million.
Okay, now here’s the biggie. Other expenses rose from $96 million in the PCP to $624 million this year. I guess I’d better stop and explain that.
As we’ve discussed before, companies are required to evaluate their intangible asset values and adjust them if those values have changed. Impairment charges they are called. I consider the process to be valid. If you don’t expect to earn as much with an asset as you did before, it’s certainly worth less. But doing the calculations is arcane as hell and it’s tough to say if the numbers you arrive at really reflect market value. Impairment charges for brands and goodwill are noncash charges.
Billabong ended up having to take big write downs on the goodwill and brand values they had on their balance sheet. By far the biggest chunk was for the Billabong brand, whose carrying value was reduced from $252 million to $30 million. Billabong took total brand and goodwill charges of $427.8 million. The charge for Nixon was an additional $107 million and it took its carrying value down to $29 million.
Including those charges, Billabong called out “significant charges” that totaled $567 million pretax. You can see the list on page 12 of the Half Yearly Report Presentation. Click on it on this page to open.
The charges include $1.9 million for inventory clearance below cost, $3.1 million for specific doubtful debts, $5.8 million for takeover bid defense, $6.3 million for the transformation strategy, $11.7 million for Surf Stitch, and $3.5 million for a supply agreement they had to pay as part of the Nixon deal. They then proceed to show their results as though these costs hadn’t been incurred, arguing that these are unusual, one-time costs. You can decide for yourself which of these you think should or should not be excluded. $1.9 million was included in cost of goods sold, and $16.2 million in selling, general and administrative expenses.
The bottom line, including all these charges, was a net loss of $537 million compared to a profit of $16 million in the PCP.
Nixon
Let’s take a short detour to examine the impact of the Nixon deal on the income statement. Total revenue in the PCP was actually $850 million. But remember they sold 51.5% of Nixon in April, 2012. Accounting treatment required that their share of Nixon’s revenues no longer shows up as revenue on the income statement. We just see their share of Nixon’s after tax profit for this year. For the PCP it’s carried as discontinued operations and the $86 million in revenue is excluded from the top line. Nixon’s $18.4 profit after tax is shown as a separate line item called profit from discontinued operations. For the six months ended December 31, 2012, there is a loss shown of $2.44 million. This is a one-time cost they had to pay to get out a contract when the deal was done and doesn’t have anything to do with how Nixon is doing.
However, Billabong’s share of Nixon’s profits in the most recent six month period was $1.142 million, “materially down” from what it was expected to be at the time of the transaction and 30% to 40% down compared to last year. During the question session, there was some concerned expressed about the debt on Nixon’s balance sheet ($175 million) but we were assured there was no recourse to Billabong for that debt.
Looks like the timing of the Nixon sale was pretty good. Probably wishing they’d sold the whole thing. Boy, I didn’t see that one coming.
Segment Results
Billabong reports its results for three main segments; Australasia, Americas, and Europe. The headline is that revenue and EBITDAI as reported were down in all three segments. These numbers include the Nixon revenue of $86 million in the PCP. I’ll give you the numbers without Nixon after this.
In Australasia, revenue fell from $296 million to $276 million or by 6.8%. In the Americas, the decline was 20.2% from $401 to $320 million. Europe was particularly bad (not a surprise) falling 30.7% from $150 to $104 million.
Here are the EBITDAI numbers. Australasia fell 48% from $27 to $14 million. The Americas was down $30 to $13 million, or 56.7%. Europe went from $16 million to a loss of $799,000. When you include third party royalties, Nixon, and that bad contract they had to pay, we’re left with total EBITDAI falling 66% from $74 million to $25 million.
Now here are the numbers, but without Nixon. It’s kind of overkill, but I think it’s important. Without Nixon, revenues in Australasia fell 2.5% from $283 to $276 million. In the Americas, they were down 7% from $344 to $320 million. Europe fell from $135 to $104 million, or by 23%.
EBITDAI without Nixon fell from $21 to $14 million or 33% in Australasia. The Americas went up slightly from $12.2 million to $12.5 million. Europe’s EBITDAI fell from $10 million to a loss of $799,000. Total EBITDAI excluding Nixon fell from $45 to $28 million.
As you can, the comparisons look better without Nixon and, in fact, the EBITDA is $3 million higher.
In the CEO’s presentation, we learn that the sales decline in the Americas was led by retail which fell US$ 19.1 million. This was “driven by negative comparative store sales growth in Canada and store closures.” Wholesale revenue fell US$ 4.2 million. $US 3.9 million of that was in Canada. Future orders are up in the U.S., but down in Canada. West 49 was down 8% for the six months. Retail sales in the Americas were down 6%.
There was also a comment that they did substantial closeout business in the Americas including to TJ Max. They are hardly alone.
In Europe, action sports distribution continues to shrink, there’s pressure on margins, and heavy promotional activity. CEO Inman noted they lost 25% of all their accounts in Europe last year either because they went out of business or due to credit hold. There were also some accounts that reduced orders due to stock left from last year.
In Australasia, the sales decline was driven by store closures, but the online business is growing. Wholesale forward orders are “not where we’d like.”
The numbers are a bit different in constant currency, but not enough to justify me laying them out here.
So these results are not specifically too good. How might Billabong management give us a little different perspective?
Here’s what Billabong says on page four of their Half-Year Financial Report. You can see the report here. Just click on the link and open it as a PDF.
“Given the impact of the Group’s transformation strategy announced to the market on 27 August 2012 and the impact the difficult global macro trading conditions have had on results this half-year, the Group’s results have been presented on an adjusted basis to exclude the significant items to enable a more representative comparison to the prior year as detailed below.”
Calling the transformation strategy costs one time I can see, though I don’t expect they are done with those costs. But certain costs that result from the “impact of difficult global macro trading conditions” can be adjusted for? How can those possibly not be normal operating costs? Maybe I just don’t speak Australian English. A company doesn’t get a “do over” because the economy sucks. That’s what you’re supposed to manage through.
Anyway, if you eliminate all those costs they have labeled as significant, the adjusted EBITDAI is shown to fall from $83 million in the PCP to $57 million. Net profit is down from $38 to $19 million, which is a bit better than a loss of $537 million.
The balance sheet has gotten smaller but, thanks to the sale of half of Nixon and the raising of capital, not gotten much weaker. Cash generated by operations has fallen from $87 million to $29 million.
As much as I like Billabong’s transformation strategy, I’m left wondering if they’ve got the time and financial capacity to implement it, especially if the world economy should stay soft or even get worse.
Jeff, thanks for this. The massive write down of intangibles raises some interesting questions and again as we discussed makes me truly wary of how Australian do accounting. The core brand’s intangible assets got written down by $252 million. That’s funny, if this is the original brand they founded and owned, the only thing I think should be on the balance sheet would be the cost of filing for trademarks and copyrights. I think that cost a little less that $252 million:) How did the original brand EVER get on the balance sheet? Also, my memory is hazy, but they own around 50% of Nixon and I do not think they paid over $272 million in total for the brand originally. Where did that intangible on the balance sheet come from? Fascinating to see what happens next. We should get a good chuckle if the VF group wins and the portion of the purchase price paid by VF equals the newly written down $30 million of Billabong.
Hi Chuck,
You know, I hadn’t thought about how exactly the original Billabong brand could possibly have that kind of value. I would love to do a little forensic accounting on that. I’m going to ask a few analysts I know in Australia and see what they think. This is just intriguing.
J.
Hi Chuck,
Here’s what I got told about the Billabong brand value by somebody in Australia.
Some of BBG’s intangibles came onto the balance sheet at the time of the initial public offering back in 2000. Basically the way it worked was that shareholders subscribed for shares in a shell company which turned around and acquired the Billabong business. As the business is mainly intangibles (little in the way of hard assets) – most of the value paid for the business was brought onto the balance sheet as an intangible asset (either specific brand value or more general goodwill).
Does that seem clearer?
J.
This is a Pandora’s box. Depends on how the equity offering was done. There could be lots of room for play here and it just does not smell very good.
The Nixon piece would be most interesting to follow, I quickly Googled and the initial 2005 purchase price was at the most $72 million. How did the value get to $272 million on the balance sheet(my math to get that was assume right off plus remaining value = 50% total)? These are the type of things that really make numbers folks worry.
It’s all in the specifics of the accounting, as done in Australia and we’d need to see the actual debits and credits to figure it out. While I’m curious, I just don’t have the time to chase it down. Let’s see. First subscribing for cash in a shell company. Debit cash, credit equity, right? Then buy the existing Billabong business. And like with any acquisition, you then have to allocate the purchase price to the assets and, like with most deals, there’s a bunch of purchase price left over that gets allocated to goodwill. So that doesn’t seem strange to me. Now, I assume, but don’t know, that the shell acquired Billabong for shares in the shell, because that creates float and some shareholders. Or maybe they bought assets for cash.
Well, interesting speculation.
Thanks,
J.