Exhibit (c)(11)
PRIVATE AND CONFIDENTIAL JULY 2, 2013
Project Care
Update to 6/27/13 Presentation
PRIVATE AND CONFIDENTIAL
This presentation has been prepared for the Special Committee (the “Special Committee”) of the Board of Directors (the “Board of Directors”) and the Board of Directors of a company code named Care (the “Company”) by Peter J. Solomon Company, L.P. (“PJSC”) from materials and information supplied (whether orally or in writing) by or on behalf of the Company and from publicly available information. We have relied upon the accuracy and completeness of the foregoing information and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company. This presentation is for discussion purposes only and is incomplete without reference to, and should be viewed only in conjunction with, the oral briefing provided by PJSC.
This presentation includes certain statements, estimates and projections provided by the Company with respect to anticipated future performance of the Company. We have assumed such statements, estimates and projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company. Such statements, estimates and projections contain or are based on significant assumptions and subjective judgments made by the Company’s management. These assumptions and judgments may or may not be correct, and there can be no assurance that any projected results are attainable or will be realized. PJSC has not attempted to verify any such statements, estimates and projections, and as such PJSC makes no representation or warranty as to, and assumes no responsibility for, their accuracy or completeness and for the effect which any such inaccuracy or incompleteness may have on the results or judgments contained in this presentation.
Except where otherwise indicated, this analysis speaks only as of the date hereof. Under no circumstances should the delivery of this document imply that the analysis would be the same if made as of any other date. Actual results may vary from the estimates and projections contained herein and such variations may be material.
THIS PRESENTATION HAS BEEN DELIVERED FOR THE INFORMATION AND ASSISTANCE OF THE SPECIAL COMMITTEE AND THE BOARD OF DIRECTORS IN ITS CAPACITY AS SUCH. IT IS NOT INTENDED TO BE USED OR RELIED UPON, AND SHOULD NOT BE USED OR RELIED UPON, BY ANY OTHER PERSON.
THIS PRESENTATION IS CONFIDENTIAL AND SHOULD NOT, WITHOUT PRIOR WRITTEN CONSENT OF PJSC, BE COPIED OR MADE AVAILABLE TO ANY PERSON OTHER THAN THE SPECIAL COMMITTEE OR THE BOARD OF DIRECTORS PRIOR TO SUCH TIME, IF ANY, AS IT MAY BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
PJSC SHALL NOT HAVE LIABILITY, WHETHER DIRECT OR INDIRECT, IN CONTRACT OR TORT OR OTHERWISE, TO ANY PERSON IN CONNECTION WITH THIS PRESENTATION.
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PRIVATE AND CONFIDENTIAL
Table of Contents
Section
I Summary Transaction Overview 3 II Summary Stock Price Performance 6 III Summary Valuation Analysis 10
Appendix
A Supplemental Information 20
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PRIVATE AND CONFIDENTIAL
Summary Transaction Overview
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PRIVATE AND CONFIDENTIAL
Summary Transaction Overview
??The Weiss Family has proposed to acquire the remaining shares of Care that it does not own for $19.00 per share (the “7/1/13 Offer”); the Weiss Family’s initial offer price was $17.18 (the “Initial Offer”) on 9/25/12; the offer price was revised to $17.50 per share (the “1/17/13 Offer”) on 1/17/13 and further revised to $18.20 per share on 3/28/13 (the “Merger Consideration Under Original Merger Agreement” or the “3/28/13 Offer”). On March 29, 2013 the Weiss Family entered into a merger agreement with Care to acquire the remaining shares of Care at $18.20 per share
??The Weiss Family has stated that it has no intention to sell any of its interest in the Company, for which it has discretion, or vote in favor of any alternative sale, merger or similar transaction involving the Company
(Amounts in Millions, Except Per Share Data) 3/28/13 Offer 3/28/13 Offer 7/1/13 Offer
Cash Purchase Cash Purchase Cash Purchase Committee
Price Per Share Price Per Share Price Per Share Indication
$18.20 $18.20 $19.00 $19.50
Premium / Discount to: Price Date
Stock Price Prior to 3/28/13 Offer: $16.10 (03/28/13) 13.0% 13.0% 18.0% 21.1%
Unaffected Share Price Prior to Initial Offer (a) : 14.34 (09/25/12) 26.9% 26.9% 32.5% 36.0%
30 Calendar Days Prior to Initial Offer: 14.25 (08/27/12) 27.7% 27.7% 33.3% 36.8%
52-Week Low Prior to Initial Offer: 12.50 (01/04/12) 45.6% 45.6% 52.0% 56.0%
52-Week High Prior to Initial Offer: 19.50 (09/27/11) (6.7%) (6.7%) (2.6%) —
Diluted Share Count (b) 34.2 34.2 34.3 34.3
Implied Equity Value $622.1 $623.0 $650.8 $668.1
Plus: Debt (c) 286.4 260.3 260.3 260.3
Less: Cash (c) As of 3/28/13 (86.1) As of 5/31/13 (64.0) (64.0) (64.0)
Equals: Net Debt 200.3 196.3 196.3 196.3
Implied Enterprise Value $822.4 $819.3 $847.0 $864.4
As of As of % ? from
Implied Enterprise Value as a Multiple of: 3/28/13 6/26/13 3/28/13
Adjusted EBITDA FY13A (d) $201.0 4.1 x $212.3 5.6% 3.9 x 4.0 x 4.1 x
LTM (5/31/13) (e) NA NA 216.9 NA 3.8 3.9 4.0
FY14E (f) 208.5 3.9 221.5 6.3% 3.7 3.8 3.9
??Potential Weiss Family Proposal for Discussion represents 4% increase per share, 5% increase in equity value and 3% increase in enterprise value
(a) Represents closing price as of 9/25/12, unaffected for announcement of offer of $17.18 per share, which was made after the market close.
(b) Assumes diluted share count including restricted stock units and performance shares and treasury stock method for options exercisable as of 5/31/13 per Management guidance.
(c) Source: Debt and cash balances as of 3/28/13 from Company’s Form 10-K for the period ended 2/28/13 and balances as of 5/31/13 are for FY2014 Q1 (5/31/13), per Management on 6/25/13.
(d) Source: FY2013 EBITDA as of 3/28/13 per Management Treasury Model dated 11/30/12, with certain adjustments based on Management guidance. FY2013 EBITDA as of 6/26/13 is from Company’s Form 10-K for the period ended 2/28/13 with certain adjustments based on Management guidance.
(e) Source: LTM EBITDA as of 6/26/13 is for period ended FY2014 Q1 (5/31/13) per Management on 6/25/13 with certain adjustments based on Management guidance, including normalizing to represent 365-day period. (f) Source: FY2014E EBITDA as of 3/28/13 per Management Treasury Model dated 11/30/12. FY2014E EBITDA as of 6/26/13 is per Updated Management Treasury Model dated 6/26/13, with certain adjustments based on Management guidance.
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PRIVATE AND CONFIDENTIAL
Summary of Selected Transaction Terms
Form of Transaction Structure & Consideration
Weiss Family Rollover
Guaranty and Voting Agreement
Merger Agreement
Financing Sources (a)
Merger of Merger Sub, a direct wholly owned subsidiary of Parent, with and into Care with Care surviving the Merger as a wholly owned subsidiary of Parent Cash Purchase Price Per Share of $19.00
Certain Weiss Family shareholders will contribute (or “rollover”) their shares in Care to Parent in connection with the Merger
Certain members of the Weiss Family will enter into an amended guaranty and voting agreement in favor of Care Sullivan & Cromwell will discuss the changes to the proposed amended guaranty and voting agreement
Sullivan & Cromwell will discuss the material changes to the proposed amended Merger Agreement
$225mm rollover of existing Senior Notes
Plus committed financing and available credit facilities
• $250mm New Revolving Credit Facility ($75mm drawn at close)
• $350mm Term Loan B
• $240mm New HoldCo Preferred Equity (potential to issue up to $255mm)
• $44mm Weiss Family Rollover Equity
(a) |
| Source: Management. Updated sources of funds provided 7/2/13. |
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PRIVATE AND CONFIDENTIAL
Summary Stock Price Performance
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PRIVATE AND CONFIDENTIAL
Summary Stock Price Performance
Five years prior to Initial Offer of $17.18
Closing Stock Price Performance
Period Prior to
Initial Offer Median Mean
1-Year $14.93 $15.06
2-Year 18.40 18.49
$30.00 3-Year 20.25 19.39
4-Year 18.02 16.88
5-Year 18.49 17.38
7/1/13
Initial 1/17/13 3/28/13 Offer
$25.00 Offer Offer Offer $19.00
$17.18 $17.50 $18.20
3-Year Average 2-Year Average
$20.00 $19.39 $18.49
Price $19.00 5-Year Average
$17.38 7/1/13
$18.10
Stock $15.00 4-Year Average
$16.88 1-Year Average
$15.06
Closing $10.00
$5.00
$0.00
Sep-07 Apr-08 Oct-08 Apr-09 Oct-09 May-10 Nov-10 May-11 Nov-11 May-12 Dec-12 Jun-13
Source: Capital IQ as of 7/1/13.
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PRIVATE AND CONFIDENTIAL
Summary Stock Price Performance
Two years prior to Initial Offer of $17.18
Closing Stock Price History
$18.20 Offer as $19.00 Offer as
Price Premium / (Discount) Premium / (Discount)
Unaffected Share Price Prior to Initial Offer (a) $14.34 26.9% 32.5%
30 Calendar Days Prior to Initial Offer 14.25 27.7% 33.3%
52-Week Low Prior to Initial Offer 12.50 45.6% 52.0%
$30.00 52-Week High Prior to Initial Offer 19.50 (6.7%) (2.6%)
Initial 1/17/13 3/28/13 7/1/13
Offer Offer Offer Offer
$17.18 $17.50 $18.20 $19.00
$25.00
e
Pric
Stock $20.00
g $19.00
2-Year Average
$18.49
1-Year Average 7/1/13
Closin $15.06 $18.10
6-Month Average
$15.00 $14.43
3-Month Average
$14.15
$10.00
Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13
Source: Capital IQ as of 7/1/13.
(a) Represents closing price as of 9/25/12, unaffected for announcement of Initial Offer, which was made after the market close.
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PRIVATE AND CONFIDENTIAL
Summary of Trading Ranges
Shares traded at various prices
97% of shares that traded over the one-year period prior to the 9/25/12 Initial Offer traded below the $17.50 1/17/13 Offer
(Period ending September 25, 2012, except for “Since 9/25 Initial Offer” chart)
2-Year 1-Year 180-Days
Avg. Daily Trading Vol. (000s) 409.3 Avg. Daily Trading Vol. (000s) 535.8 Avg. Daily Trading Vol. (000s) 475.3
Average Price: $18.49 Average Price: $15.06 Average Price: $14.43
80 36% 40 25
mm) 70 mm) 35 25% mm) 35%
60 30 21% 20 29%
19% 17%
(Shares 50 (Shares 25 15% (Shares 15 23%
40 16% 20
e 14% e e
30 12% 11% 15 10 13%
10%
Volum 20 Volum 10 Volum
3% 5
Total 10 Total 5 Total 0% 0%
0 0 0
Below $13.50— $14.50— $15.50— $16.50— $17.50 and Below $13.50— $14.50— $15.50— $16.50—$17.50 and Below $13.50—$14.50— $15.50— $16.50—$17.50 and
$13.50 $14.49 $15.49 $16.49 $17.49 Above $13.50 $14.49 $15.49 $16.49 $17.49 Above $13.50 $14.49 $15.49 $16.49 $17.49 Above
90-Days 30-Days Since 9/25 Initial Offer (190 Days)
Avg. Daily Trading Vol. (000s) 440.0
Average Price: $17.26
Avg. Daily Trading Vol. (000s) 361.5 Avg. Daily Trading Vol. (000s) 328.0 Total # of Shares Traded (mm) 83.6
Average Price: $14.15 Average Price: $15.08 % of Total Shares 246.6%
% of Public Float 274.9%
9 4 30 32%
) 34% 35% ) )
mm 7 8 mm 41% mm 25 27%
3
6 20
22% 30% 18%
(Shares 5 (Shares 28% (Shares
2 15 14%
4
3 9% 10 8%
Volume 2 Volume 1 Volume
5
Total 1 0% 0% Total 0% 0% 0% Total 0% 0%
0 0 0
Below $13.50— $14.50— $15.50— $16.50—$17.50 and Below $13.50— $14.50— $15.50— $16.50—$17.50 and Below $17.00- $17.50- $17.75- $18.00- $18.20- $18.35
$13.50 $14.49 $15.49 $16.49 $17.49 Above $13.50 $14.49 $15.49 $16.49 $17.49 Above 17.00 $17.49 $17.74 $17.99 $18.19 $18.34 and
Above
Source: Capital IQ as of 7/1/13.
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PRIVATE AND CONFIDENTIAL
Summary Valuation Analysis
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PRIVATE AND CONFIDENTIAL
Summary Valuation Analysis
1/17/13 3/28/13
Offer Offer 7/1/13
Unaffected Share 9/25/12 Offer Committee
9/25/12 Initial Offer Indication
52-Week Trading Range Prior
to 9/25/13 Offer $12.50 $19.50
Comparable Companies $15.25 $25.00
25% Premium to Comparable
Companies $19.06 $31.25
Precedent Transactions $13.00 $22.50
Present Value of Future Share
Price (a) $16.00 $23.25
Sum of the Parts $16.75 $25.50
DCF $17.00 $23.00
$10.00 $12.50 $15.00 $17.50 $19.00 $20.00 $22.50 $25.00 $27.50 $30.00 $32.50
$14.34 $17.18 $18.20 $19.50
(a) |
| Includes present value of future quarterly dividend payments of $0.15 per share. |
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PRIVATE AND CONFIDENTIAL
Care Historical EV / LTM EBITDA
From 2 years prior to offer Calendar Days
Prior to Initial Offer Mean Median
30 Days 3.2 x 3.2 x
60 Days 3.1 x 3.1 x Net Debt decreased
90 Days 3.1 x 3.1 x $93.2mm from Q3 to
6 |
| Months 3.0 x 3.0 x LTM EBITDA Q4 |
6.0 x 12 Months 3.1 x 3.1 x decreased 7% from
18 Months 3.4 x 3.3 x Q2 to Q3
24 Months 3.5 x 3.5 x
5.0 x
7/1/13
1-Year Average
3.9x Multiple Per
4.0 x CapIQ: 4.5x(a)
2-Year Average Actual
3.5x Multiple: 3.9x(b)
3.0 x 3 and 12-Month
Average
3.1x 6-Month Average
3.0x
2.0 x
Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13
Initial 1/17/13 3/28/13
Offer Offer Offer
9/25/12
Source: Capital IQ. Capital IQ calculation of enterprise value does not include restricted stock units or performance shares and may have different adjustments for EBITDA than those used in other analyses in this presentation. Data as of 7/1/13.
(a) CapIQ calculates LTM EV/EBITDA multiple using EBITDA of $150.1mm for period ended 2/28/13 compared to adjusted EBITDA of $212.3mm for same period with adjustments per Management guidance. (b) Current multiple assumes LTM EBITDA of $212.3mm and net debt of $200.3mm for the period ended 2/28/13 based on Company’s Form 10-K dated 5/9/13, with certain adjustments to EBITDA based on Management guidance. Current multiple calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable as of 5/31/13 per Management guidance.
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PRIVATE AND CONFIDENTIAL
Valuation Matrix
(Amounts in Millions, except per share data)
%Premium to LTM (5/31/13) Net Debt of $196.3M (g)
Unaffected Prior to 30 Days
Stock Price 3/28/13 Prior to EV / Adj. EBITDA
Share on 9/25/12 Offer 9/25/12 Market Enterprise FY2013A LTM 5/31/13 FY2014E
Price $14.34 $16.10 $14.25 Cap (h) Value $212 (i) $217 (j) $222 (k)
$13.00 (9.3%) (19.3%) (8.8%) $444 $640 3.0 x 3.0 x 2.9 x
14.34 (a) — (10.9%) 0.6% 490 686 3.2 x 3.2 x 3.1 x
15.00 4.6% (6.8%) 5.3% 513 709 3.3 x 3.3 x 3.2 x
16.00 11.6% (0.6%) 12.3% 547 744 3.5 x 3.4 x 3.4 x
16.10 (b) 12.3% — 13.0% 551 747 3.5 x 3.4 x 3.4 x
17.18 (c) 19.8% 6.7% 20.6% 588 784 3.7 x 3.6 x 3.5 x
17.50 (d) 22.0% 8.7% 22.8% 599 795 3.7 x 3.7 x 3.6 x
17.75 23.8% 10.2% 24.6% 607 804 3.8 x 3.7 x 3.6 x
18.00 25.5% 11.8% 26.3% 616 812 3.8 x 3.7 x 3.7 x
18.20 (e) 26.9% 13.0% 27.7% 623 819 3.9 x 3.8 x 3.7 x
18.25 27.3% 13.4% 28.1% 625 821 3.9 x 3.8 x 3.7 x
18.50 29.0% 14.9% 29.8% 633 830 3.9 x 3.8 x 3.7 x
18.75 30.8% 16.5% 31.6% 642 838 3.9 x 3.9 x 3.8 x
19.00 (f) 32.5% 18.0% 33.3% 651 847 4.0 x 3.9 x 3.8 x
19.25 34.2% 19.6% 35.1% 659 856 4.0 x 3.9 x 3.9 x
19.50 36.0% 21.1% 36.8% 668 864 4.1 x 4.0 x 3.9 x
19.75 37.7% 22.7% 38.6% 677 873 4.1 x 4.0 x 3.9 x
20.00 39.5% 24.2% 40.4% 685 882 4.2 x 4.1 x 4.0 x
(a) |
| Unaffected closing stock price on 9/25/12. |
(b) Closing stock price on 3/28/13. (h) Assumes diluted share count including restricted stock units and performance shares and
(c) Initial Offer on 9/25/12. treasury stock method for options exercisable as of 5/31/13 per Management guidance.
(d) |
| 1/17/13 Offer. (i) Source: Based on Company’s Form 10-K dated 5/9/13 for period ended 2/28/13, with |
(e) |
| 3/28/13 Offer. certain adjustments based on Management guidance. |
(f) 7/1/13 Offer. (j) LTM (FY2014 Q1) EBITDA for the 12-month period ended 5/31/13 per Management, with certain
(g) Net debt of $196.3mm represents total debt of $260.3mm less cash of $64.0mm as of 5/31/13. adjustments based on Management guidance, including normalizing for 365-day period.
Represents FY2014 Q1 cash and debt balances per Management on 6/25/13. (k) Source: Based on Updated Management Treasury Model dated 6/26/13.
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PRIVATE AND CONFIDENTIAL
Select Public Company Analysis
Enterprise Value / EBITDA EV / LTM EBITDA EV / CY13 EBITDA
Core Business Comps Other Related Business Segments
Social Expression Print Media Directories
10.0 x
LTM Median: 4.0x LTM Median: 4.8x LTM Median: 4.6x
8.0 x CY13 Median: NA CY13 Median: 5.1x CY13 Median: 4.9x
Care
6.0 x 4.9 x 5.1 x 4.8 x 5.4 x 5.0 x 4.9 x
4.2 x 4.5 x 4.5 x 4.4 x 4.7 x 4.6 x
4.0 x 37. x 3.4 x 3.6 x 3.9 x 3.7 x 3.6 x
2.6 x
2.0 x
2.0 x
NA NA
—
Unaffected 3/28/13 Final Current CSS Industries Blyth R.R. Donnelley Quad/Graphics Scholastic Solocal Group Eniro AB Yellow Media
Multiple (a) Offer (b) Multiple (c) & Sons
Other Related Business Segments
Selected E-Commerce (d) Licensing Selected Low-Growth Retail
20.0 x LTM Median: 8.1x LTM Median: 9.4x LTM Median: 5.5x
CY13 Median: 8.2x CY13 Median: 10.1x CY13 Median: 5.5x
15.3 x
16.0 x 14.4 x
11.9 x
12.0 x 10.1 x 10.1 x
Care 8.2 x 9.4 x 9.4 x
8.1 x
8.0 x 5.2 x 5.6 x 6.2 x 5.8 x 5.7 x 5.6 x 5.3 x 5.4 x
4.0 x 3.7 x 3.4 x 4.2 x3.6 x 3.9 x 3.7 x 3.1 x 3.2 x
NA
—
Unaffected 3/28/13 Final Current Shutterfly 1-800 CafePress Iconix Meredith Cherokee GameStop hhgregg Best Buy Barnes
Multiple (a) Offer (b) Multiple (c) Flowers.com & Noble (e)
Source: Companies’ stock price and public filings as of 7/1/13. Projected CY13 EBITDA per ThomsonReuter’s median estimate of Wall Street analysts as of 7/1/13.
(a) Unaffected Multiple calculated using Care’s share price of $14.34 as of 9/25/12 and net debt as of 8/24/12 of $218.4mm. Pre-Initial Offer LTM EBITDA of $192.4mm as of 8/24/12 based on Company’s Form
10-Q dated 10/3/12 for period ended 8/24/12, with certain adjustments based on Management guidance. FY2014E EBITDA of $208.5mm based on Management Treasury Model dated 11/30/12, with certain adjustments based on Management guidance. Diluted share count as of 7/2/12.
(b) 3/28/13 Final offer, multiple calculated using Care’s share price of $16.10 as of 3/28/13 and net debt of $200.3mm for FY2013 (2/28/13). LTM EBITDA of $178.4mm as of 11/23/12 based on Form 10-Q dated 1/2/13, with certain adjustments based on Management guidance. FY2014E EBITDA of $208.5mm based on Updated Management Treasury Model dated 11/30/12, with certain adjustments based on Management guidance. Multiple calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable. Includes restricted stock units anticipated to be awarded in May 2013, per Management guidance.
(c) Current Multiple calculated using Care’s share price of $18.10 as of 7/1/13 and net debt of $196.9mm for FY2014 Q1 (5/31/13) per Management. LTM EBITDA of $212.3mm as of 2/28/13 based on Form 10-K dated 5/9/13, with certain adjustments based on Management guidance. FY2014E EBITDA of $222.0mm based on 6/26/13 Updated Management Treasury Model, with certain adjustments based on Management guidance. Multiple calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable as of 5/31/13 per Management guidance.
(d) LTM and CY13 EBITDA for Selected E-Commerce companies excludes stock-based compensation expense as guided by Wall Street research and public filings.
(e) Barnes & Noble multiple represents retail and college bookstore segments only; losses associated with Nook excluded from EBITDA as per Wall Street research estimates.
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PRIVATE AND CONFIDENTIAL
Select Public Company Multiples
(Amounts in Millions, Except Per Share Data)
Implied Per Share
Valuation Implied Implied Implied Per Value Including 25%
Multiples Enterprise Value Equity Value (e) Per Share Value (f) Control Premium (g)
Care FY2013A Revenue (a) $1,868.7 25.0% — 45.0% $467.2 — $840.9 $270.9 — $644.6 $7.96 — $18.82 $9.96 — $23.53
Care LTM (5/31/13) Revenue (b) 1,972.9 25.0% — 45.0% 493.2 — 887.8 297.0 — 691.5 8.73 — 20.34 10.92 — 25.42
Care FY2014E Revenue (c) 2,017.5 25.0% — 45.0% 504.4 — 907.9 308.1 — 711.6 9.05 — 20.75 11.31 — 25.94
Care FY2013A EBITDA (a) $212.3 3.4 x — 4.8 x $721.7 — $1,018.9 $525.4 — $822.6 $15.37 — $23.89 $19.21 — $29.86
Care LTM (5/31/13) EBITDA (b) 216.9 3.4 x — 4.8 x 737.4 — 1,041.1 541.1 — 844.8 15.82 — 24.51 19.78 — 30.64
Care FY2014E EBITDA (c) 221.5 3.4 x — 4.8 x 753.1 — 1,063.2 556.8 — 866.9 16.28 — 25.11 20.35 — 31.39
Care FY2013A EBIT (a) $162.9 4.0 x — 7.5 x $651.5 — $1,221.5 $455.2 — $1,025.2 $13.32 — $29.30 $17.32 — $36.63
Care LTM (5/31/13) EBIT (b) 165.9 4.0 x — 7.5 x 663.6 — 1,244.2 467.3 — 1,047.9 13.68 — 29.90 17.10 — 37.38
Care FY2014E EBIT (c) 165.5 4.0 x — 7.0 x 662.2 — 1,158.8 465.9 — 962.5 13.64 — 27.65 17.04 — 34.56
Care FY2013A EPS (d) NA 6.5 x — 13.0 x #VALUE! — #VALUE! #VALUE! — #VALUE! #VALUE!—#VALUE! #VALUE! — #VALUE!
Care LTM (5/31/13) EPS (d) NA 8.0 x — 12.0 x #VALUE! — #VALUE! #VALUE! — #VALUE! #VALUE! — #VALUE! #VALUE! — #VALUE!
Care FY2014E EPS (d) $2.35 9.0 x — 13.5 x $920.8 — $1,311.3 $724.5 — $1,115.0 $21.12 — $31.68 $26.40 — $39.59
(a) Source: Company’s Form 10-K for the period ended 2/28/13 with certain adjustments to EBITDA and EBIT based on Management guidance.
(b) Source: LTM financials for the 12-month period ended 5/31/13 per Management on 6/25/13, with certain adjustments to LTM EBIT and EBITDA, including normalizing for 365-day period, based on Management guidance.
(c) Source: 6/26/13 Updated Management Treasury Model, with certain adjustments to EBITDA and EBIT per Management guidance. (d) Management did not provide LTM (5/31/13) or FY2014E adjusted EPS. FY2014E EPS is unadjusted for extraordinary non-recurring items.
(e) Calculated using net debt of $196.3mm, as of 5/31/13. Source: debt and cash balances for FY2014 Q1 (5/31/13) per Management guidance on 6/25/13.
(f) Calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable as of 5/31/13 per Management guidance.
(g) Control Premium is based on the median of premiums paid in selected announced all-cash mergers and acquisitions transactions in the last 6 years for deals between $500mm and $1bn; excludes financial services, insurance, real estate and healthcare companies. Source: Alacra.
15
PRIVATE AND CONFIDENTIAL
Future Stock Price Analysis
(Amounts in Millions, Except Per Share Data)
Fiscal Year
LTM 2014E 2015E 2016E 2017E 2018E
EBITDA (a) $216.9 $221.5 $218.8 $230.9 $238.7 $245.5
% Growth 4.4% (1.2%) 5.5% 3.4% 2.8%
Net Debt (b) 196.3 139.8 98.4 77.8 (29.9) (164.8)
Adj. EBITDA Stock Price at End of Fiscal Year (c)
Multiple LTM 2014E 2015E 2016E 2017E 2018E
Projected Stock Price at Illustrative EV/Adjusted EBITDA Multiples: 3.4 x $16.32 $18.60 $19.29 $20.82 $24.42 $28.59
3.6 17.63 19.95 20.60 22.18 25.81 29.99
3.8 18.94 21.29 21.91 23.54 27.19 31.40
4.0 20.25 22.64 23.22 24.90 28.58 32.80
4.2 21.55 23.98 24.53 26.26 29.96 34.21
4.4 22.86 25.32 25.83 27.62 31.35 35.61
4.6 24.17 26.67 27.14 28.98 32.73 37.02
4.8 25.48 28.01 28.45 30.34 34.12 38.42
Present Value at May 31, 2013
Present Value of Stock Price Assuming 13.5% Cost of Equity: 3.4 x $16.32 $16.92 $15.46 $14.70 $15.19 $15.67
3.6 17.63 18.15 16.51 15.66 16.05 16.44
3.8 18.94 19.37 17.56 16.62 16.92 17.21
4.0 20.25 20.59 18.61 17.58 17.78 17.98
4.2 21.55 21.81 19.66 18.54 18.64 18.75
4.4 22.86 23.04 20.70 19.50 19.50 19.52
4.6 24.17 24.26 21.75 20.46 20.36 20.29
4.8 25.48 25.48 22.80 21.42 21.23 21.06
Present Value at May 31, 2013
Total Shareholder Value Including Present Value of Stock Price and 3.4 x $16.32 $17.34 $16.38 $16.06 $16.94 $17.75
$0.15 per Share Quarterly Dividend; Assuming 13.5% Cost of Equity (d): 3.6 17.63 18.57 17.43 17.02 17.80 18.52
3.8 18.94 19.79 18.48 17.98 18.66 19.29
4.0 20.25 21.01 19.53 18.94 19.52 20.06
4.2 21.55 22.23 20.58 19.90 20.38 20.83
4.4 22.86 23.46 21.63 20.86 21.25 21.60
4.6 24.17 24.68 22.67 21.82 22.11 22.37
4.8 25.48 25.90 23.72 22.78 22.97 23.14
(a) Source: LTM EBITDA as of 5/31/13 per Management on 6/25/13, with certain adjustments, including normalizing for 365-day period, based on Management guidance. FY2014-FY2018 per Updated Management Treasury Model dated 6/26/13, with certain adjustments to FY2014E EBITDA based on Management guidance.
(b) LTM net debt of $196.3mm represents total debt of $260.3mm less cash of $64.0mm as of 5/31/13 per Management on 6/25/13.
(c) Share count for LTM based on diluted shares outstanding as of 5/31/13 per Management; FY14-FY18 based on diluted shares outstanding from Updated Management Treasury Model dated 6/26/13. (d) Updated Management Treasury Model dated 6/26/13 assumes quarterly dividend of $0.15 per share for the projected period. Note: FY2014E assumes 3 quarters of dividend payments due to Q1 dividend already being paid.
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PRIVATE AND CONFIDENTIAL
Sum of the Parts Analysis
(Amounts in Millions, Except Per Share Data)
FY2013A Multiple Range Enterprise Value Range
Segment Performance (a) EBITDA Low Mid High Low Mid High
NAGCD $202.1 (d) 3.40 x 4.10 x 4.80 x $687.2 $828.6 $970.1
International (b) 14.8 3.40 x 4.10 x 4.80 x 50.4 60.7 71.1
Retail Operations (Clinton) 16.3 3.40 x 4.10 x 4.80 x 55.4 66.8 78.2
AG Interactive 16.7 6.00 x 7.00 x 8.00 x 100.2 116.9 133.6
In-Store 5.4 3.40 x 4.10 x 4.80 x 18.3 22.1 25.8
Properties 2.4 8.00 x 9.00 x 10.00 x 19.3 21.8 24.2
Subtotal Pre-Unallocated Overhead (c) 257.7 3.61 x 4.33 x 5.06 x 930.7 1,116.9 1,303.0
Unallocated Overhead (45.4) 3.61 x 4.33 x 5.06 x (164.0) (196.8) (229.6)
Sum of the Parts Total Value $766.7 $920.1 $1,073.4
Implied EV / FY2013A EBITDA ($212.3mm) Multiple 3.6 x 4.3 x 5.1 x
Less LTM (5/31/13) Net Debt (e) (196.3) (196.3) (196.3)
Implied Equity Value 570.4 723.8 877.1
Share Price (f) $16.67 $21.10 $25.39
Unaffected Share Price ($14.34) Premium (14.0%) (32.0%) (43.5%)
9/25/12 Initial Offer ($17.18) Premium 3.0% (18.6%) (32.3%)
1/17/13 Offer ($17.50) Premium 5.0% (17.0%) (31.1%)
3/28/13 Offer ($18.20) Premium 9.1% (13.7%) (28.3%)
7/1/13 Offer ($19.00) Premium 13.9% (9.9%) (25.2%)
(a) Based on Management guidance of segment performance provided on 6/24/13. (b) International includes retail elimination.
(c) Implied multiple ranges based on subtotal enterprise value range and FY2013A EBITDA pre-unallocated overhead. (d) NAGCD includes Cardstore financials.
(e) LTM as of 5/31/13 net debt of $196.3mm represents total debt of $260.3mm less cash of $64.0mm per Management on 6/25/13.
(f) Calculated using diluted share count including restricted stock units and performance shares and treasury stock method for options exercisable as of 5/31/13 per Management guidance.
17
PRIVATE AND CONFIDENTIAL
Future Stock Price Analysis Based on Illustrative Levered Recap
ƒ Assumes a $8.00 dividend is paid on 5/31/13(a), using incremental borrowing of $265 million, resulting in 2.4x Debt / LTM EBITDA
ƒ At 2.7x total debt / LTM EBITDA leverage, the Company would be able to effect a $10 per share dividend
ƒ Assumes no make-whole payment on existing 7.375% Senior Notes(b)
ƒ Assumes suspension of regular $0.15 / quarter dividend
(Amounts in Millions, Except Per Share Data)
Fiscal Year
LTM 2014E 2015E 2016E 2017E 2018E
EBITDA (c) $216.9 $221.5 $218.8 $230.9 $238.7 $245.5
% Growth 4.4% (1.2%) 5.5% 3.4% 2.8%
Net Debt 461.6 475.5 423.6 391.1 268.4 116.0
Total Debt / EBITDA 2.4 x 2.1 x 1.9 x 1.7 x 1.1 x 0.5 x
Adj. EBITDA Stock Price at End of Fiscal Year
Multiple LTM 2014E 2015E 2016E 2017E 2018E
Projected Stock Price at Illustrative EV/Adjusted EBITDA Multiples: 3.4 x $8.32 $8.42 $9.58 $11.60 $15.76 $20.56
3.6 9.63 9.77 10.88 12.96 17.15 21.96
3.8 10.94 11.11 12.19 14.32 18.53 23.37
4.0 12.24 12.46 13.50 15.68 19.92 24.77
4.2 13.55 13.80 14.81 17.04 21.30 26.18
4.4 14.86 15.14 16.12 18.40 22.69 27.58
4.6 16.17 16.49 17.42 19.76 24.07 28.98
4.8 17.48 17.83 18.73 21.11 25.46 30.39
Present Value at May 31, 2013
Present Value of Stock Price Assuming 13.5% Cost of Equity: 3.4 x $8.32 $7.66 $7.67 $8.19 $9.81 $11.27
3.6 9.63 8.88 8.72 9.15 10.67 12.04
3.8 10.94 10.11 9.77 10.11 11.53 12.81
4.0 12.24 11.33 10.82 11.07 12.39 13.58
4.2 13.55 12.55 11.87 12.03 13.25 14.35
4.4 14.86 13.77 12.92 12.99 14.12 15.12
4.6 16.17 15.00 13.96 13.95 14.98 15.89
4.8 17.48 16.22 15.01 14.91 15.84 16.66
Present Value at May 31, 2013
Total Shareholder Value Including Present Value of Stock Price and 3.4 x $16.32 $15.66 $15.68 $16.19 $17.81 $19.27
$8.00 Dividend, Assuming 13.5% Cost of Equity: 3.6 17.63 16.89 16.72 17.15 18.67 20.04
Assuming 100.0% Cost of Equity: 3.8 18.94 18.11 17.77 18.11 19.53 20.81
4.0 20.25 19.33 18.82 19.07 20.39 21.58
4.2 21.55 20.55 19.87 20.03 21.25 22.35
4.4 22.86 21.78 20.92 20.99 22.12 23.12
4.6 24.17 23.00 21.96 21.95 22.98 23.89
4.8 25.48 24.22 23.01 22.91 23.84 24.66
Source: Share count for LTM based on diluted shares outstanding as of 5/31/13 per Management; FY14-FY18 based on diluted shares outstanding from Updated Management Treasury Model dated 6/23/13. (a) Assumes $265mm of incremental leverage using Term Loan B at L + 450bps with 125bps floor (2.4x Total Debt / LTM EBITDA).
(b) Does not factor in potential consent fees or changes to interest rate.
(c) Source: LTM EBITDA as of 5/31/13 per Management on 6/25/13, with certain adjustments, including normalizing for 365-day period, based on Management guidance. FY2014-FY2018 per Updated Management Treasury Model dated 6/26/13, with certain adjustments to FY2014E EBITDA based on Management guidance.
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PRIVATE AND CONFIDENTIAL
Pro Forma Effect of Special Dividend
(Amounts in Millions, Except Per Share Data)
Special
Dividend Total $ Pro Forma EV / Adj. LTM EBITDA Multiple (a)
Per Share Distributed Debt / EBITDA 3.4 x 3.6 x 3.8 x 4.0 x 4.2 x 4.4 x 4.6 x 4.8 x
$16.32 $17.63 $18.94 $20.25 $21.55 $22.86 $24.17 $25.48 Proforma 5/31/13 Stock
Price Plus Dividend
$2.00 $66.3 1.5 x $474.9 $518.2 $561.6 $605.0 $648.4 $691.7 $735.1 $778.5 Mkt Cap Post Dividend
$14.32 $15.63 $16.94 $18.25 $19.55 $20.86 $22.17 $23.48 Stock Price Post Dividend
$4.00 132.6 1.8 x $408.5 $451.9 $495.3 $538.7 $582.1 $625.4 $668.8 $712.2
$12.32 $13.63 $14.94 $16.25 $17.55 $18.86 $20.17 $21.48
$6.00 199.0 2.1 x $342.2 $385.6 $429.0 $472.4 $515.7 $559.1 $602.5 $645.9
$10.32 $11.63 $12.94 $14.25 $15.55 $16.86 $18.17 $19.48
$8.00 265.3 2.4 x $275.9 $319.3 $362.6 $406.0 $449.4 $492.8 $536.2 $579.5
$8.32 $9.63 $10.94 $12.24 $13.55 $14.86 $16.17 $17.48
$10.00 331.6 2.7 x $209.6 $253.0 $296.3 $339.7 $383.1 $426.5 $469.9 $513.2
$6.32 $7.63 $8.94 $10.25 $11.55 $12.86 $14.17 $15.48
Source: Share count based on diluted shares outstanding as of 5/31/13 per Management guidance.
Note: Market capitalization calculated using the enterprise value based on LTM EBITDA of $216.9mm multiplied by the adjusted LTM EBITDA multiple, less net debt of $196.3mm as of 5/31/13, per Management on 6/25/13, less cash used to issue dividends.
(a) Source: LTM EBITDA as of 5/31/13 from Management, with certain adjustments, including normalizing for 365-day period, based on Management guidance.
19
PRIVATE AND CONFIDENTIAL
Appendix A. Supplemental Information
20
PRIVATE AND CONFIDENTIAL
WACC
Comparable Companies Assumptions
Current Net Debt/ Risk Free Rate of Return (e) 2.48%
Levered Market Unlevered Market Risk Premium (f) 6.70%
Name Beta (b) Equity (c) Beta (d) Size Premium (f) (g) 2.70%
Care (a) 1.265 46.6% 0.971 Marginal Tax Rate (h) 35.00%
CSS Industries Inc. 1.051 — 1.051
Blyth, Inc. 1.533 — 1.533
Shutterfly, Inc. 1.099 — 1.099
1-800-Flowers.com Inc. 1.505 0.3% 1.502
CafePress Inc. 1.397 — 1.397
Iconix Brand Group, Inc. 1.412 56.0% 1.035
Cherokee Inc. 1.136 13.7% 1.043
Meredith Corporation 1.265 15.8% 1.147
Barnes & Noble, Inc. 0.949 — 0.949
hhgregg, Inc. 1.044 — 1.044
Best Buy Co., Inc. 1.165 8.4% 1.105
GameStop Corp. 0.994 — 0.994
Mean (Excluding Care (a)) 1.213 7.8% 1.158
Median (Excluding Care (a)) 1.151 0.0% 1.075
Care (a) Observed Weighted Average Cost of Capital (i)
Capital Structure Cost of Equity Cost of Debt
Net Debt/ Net Debt/ Unlevered Levered Cost of Before After
Based on: Capital Equity Beta Beta (j) Equity (k) Tax Tax WACC
Company Beta and Company D/E 31.8% 46.6% 0.971 1.265 13.7% 7.38% 4.79% 10.8%
Median Beta of Comps and Company D/E 0.0% 0.0% 1.051 1.051 12.2% 7.37% 4.79% 12.2%
Median Beta of Comps and D/E of Comps 0.0% 0.0% 1.075 1.075 12.4% 7.28% 4.73% 12.4%
Sensitivity to Capital Structure and Rates
Cost of Equity Weighted Average Cost of Capital
Net Debt/ Net Debt/ Unlevered Levered Cost of Pre-Tax Cost of Debt
Capital Equity Beta (l) Beta (j) Equity (k) 6.0% 7.0% 8.0% 9.0% 10.0% 11.0% 12.0%
0% 0.0% 1.075 1.075 12.4% 0% 12.4% 12.4% 12.4% 12.4% 12.4% 12.4% 12.4%
10% 11.1% 1.075 1.153 12.9% 10% 12.0% 12.1% 12.1% 12.2% 12.3% 12.3% 12.4%
20% 25.0% 1.075 1.250 13.5% Capital 20% 11.6% 11.7% 11.9% 12.0% 12.1% 12.3% 12.4%
30% 42.9% 1.075 1.374 14.4% / 30% 11.2% 11.4% 11.6% 11.8% 12.0% 12.2% 12.4%
40% 66.7% 1.075 1.541 15.5% Debt 40% 10.9% 11.1% 11.4% 11.6% 11.9% 12.2% 12.4%
50% 100.0% 1.075 1.774 17.1% 50% 10.5% 10.8% 11.1% 11.5% 11.8% 12.1% 12.4%
60% 150.0% 1.075 2.123 19.4% Net 60% 10.1% 10.5% 10.9% 11.3% 11.7% 12.1% 12.4%
70% 233.3% 1.075 2.705 23.3% 70% 9.7% 10.2% 10.6% 11.1% 11.5% 12.0% 12.5%
(a) Care’s financials and market data as of 9/25/12 (unaffected date). (b) Source: Bloomberg 5-year adjusted weekly beta as reported on 7/1/13. (c) Assumes book value of debt approximates market value.
(d) Unlevered Beta = Levered Beta / {1+(Net Debt/Market Equity)*(1-Tax Rate)}. (e) 10-year Treasury Note yield as of 7/1/13.
(f) Source: Ibbotson 2013 Yearbook.
(g) Size premium of 2.70% for companies with market capitalizations between $254.6mm and $514.2mm. (h) Marginal U.S. Corporate Tax Rate.
(i) WACC = (Net Debt/Capital) * After-Tax Cost of Debt + (Equity/Capital) * Cost of Equity. (j) Relevered Beta = Unlevered Beta * {1+(Net Debt/Equity)*(1-Tax Rate)}.
(k) Cost of Equity = Risk Free Rate + (Relevered Beta * Market Risk Premium) + Size Premium. (l) Median Unlevered Beta of Comps.
21
PRIVATE AND CONFIDENTIAL
Select Public Company Analysis
(Amounts in Millions, Except for Per Share Amounts)
MARKET DATA Closing Premium (Discount) Enterprise Value as a Multiple of: P/E Multiple:
Price on to 52 Week Equity Enterprise LTM LTM CY2013 LTM CY2013
Selected Companies 7/1/13 High Low Value Value (f) Revenue Revenue EBIT EBITDA Revenue (g) EBIT (g) EBITDA (g) EPS EPS (g)
Care—Unaffected (a) $14.34 (26.5) % 14.7 % $500.6 $719.0 $1,708.2 42.1 % 4.9 x 3.7 x 37.2 % 4.8 x 3.4 x NA 5.6 x
Care—3/28/13 Final Offer (b) 16.10 (7.4) 27.2 549.9 750.2 1,750.0 42.9 5.7 4.2 38.8 5.0 3.6 NA 6.2
Care—Current (c) 18.10 (2.1) 43.0 618.2 818.5 1,868.7 43.8 5.0 3.9 42.3 4.9 3.7 NA 7.7
CSS Industries Inc. 26.62 (14.0) 47.4 255.6 168.5 364.2 46.3 5.7 4.5 NA NA NA 12.4 x NA
Blyth, Inc. 14.64 (67.9) 9.7 234.3 333.9 1,142.4 29.2 4.1 3.6 NA NA NA 6.5 NA
Social Expression Median (d) (41.0) % 28.6 % 37.7 % 4.9 x 4.0 x NA % NA x NA x 9.5 x NA
Social Expression Mean (d) (41.0) 28.6 37.7 4.9 4.0 NA NA NA 9.5 NA
Quad/Graphics, Inc. 24.30 (1.1) % 85.6 % 1,175.7 2,656.4 4,233.9 62.7 % 12.7 x 48. x 53.7 % 11.2 x 45. x 19.7 x 12.2 x
R.R. Donnelley & Sons Company 14.52 — 69.2 2,640.7 5,884.9 10,235.5 57.5 8.0 4.9 57.6 8.5 5.1 8.2 9.0
Scholastic Corporation 28.86 (16.0) 11.8 920.5 878.6 1,968.8 44.6 7.0 4.4 47.6 6.8 5.4 12.3 15.1
Print Media Median (d) (1.1) % 69.2 % 57.5 % 8.0 x 4.8 x 53.7 % 8.5 x 5.1 x 12.3 x 12.2 x
Print Media Mean (d) (5.7) 55.5 55.0 9.2 4.7 53.0 8.8 5.0 13.4 12.1
Solocal Group SA 2.00 (46.5) % 20.1 % 555.4 2,708.7 1,385.5 195.5 % 5.1 x 4.7 x 202.3 % 5.4 x 5.0 x 2.9 x 2.9 x
Eniro AB 2.78 (6.0) 151.8 281.2 707.7 589.4 120.1 7.4 4.6 125.4 5.9 4.9 4.8 3.9
Yellow Media Limited 10.76 (6.9) 96.5 361.6 968.9 1,021.0 94.9 2.2 2.0 108.9 3.1 2.6 0.7 NA
Directories Median (d) (6.9) % 96.5 % 120.1 % 5.1 x 4.6 x 125.4 % 5.4 x 4.9 x 2.9 x 3.4 x
Directories Mean (d) (19.8) 89.5 136.8 4.9 3.8 145.5 4.8 4.2 2.8 3.4
Shutterfly, Inc. 57.20 — % 125.3 % 2,252.7 2,088.3 666.0 313.5 % NM x 15.3 x 271.0 % NM x 14.4 x NM x NM
1-800-Flowers.com Inc. 6.16 (6.0) 113.1 397.1 398.1 746.1 53.4 15.3 8.1 51.1 13.7 8.2 20.4 25.7 x
CafePress Inc. 6.81 (54.2) 38.7 116.6 76.9 230.4 33.4 NM 5.2 30.1 16.0 5.6 NM 37.8
Selected E-Commerce Median (d) (6.0) % 113.1 % 53.4 % 15.3 x 8.1 x 51.1 % 14.8 x 8.2 x 20.4 x 31.8 x
Selected E-Commerce Mean (d) (20.1) 92.4 133.4 15.3 9.5 117.4 14.8 9.4 20.4 31.8
Iconix Brand Group, Inc. 29.90 (2.0) % 82.3 % 1,739.5 2,779.0 370.4 750.2 % 12.4 x 11.9 x 643.3 % 10.7 x 10.1 x 16.5 x 13.9 x
Meredith Corporation 47.34 (1.5) 59.5 2,160.1 2,490.7 1,458.9 170.7 11.4 9.4 171.3 12.4 10.1 16.8 18.2
Cherokee Inc. 13.00 (14.2) 31. 109.2 124.0 27.1 457.5 10.9 94. NA NA NA 15.6 13.3
Licensing Median (d) (2.0) % 59.5 % 457.5 % 11.4 x 9.4 x 407.3 % 11.6 x 10.1 x 16.5 x 13.9 x
Licensing Mean (d) (5.9) 48.3 459.5 11.5 10.2 407.3 11.6 10.1 16.3 15.1
GameStop Corp. 42.21 — % 168.3 % 5,078.6 4,832.9 8,749.8 55.2 % 7.9 x 6.2 x 52.6 % 7.3 x 5.8 x 33.4 x 11.4 x
hhgregg, Inc. 16.03 (8.6) 169.9 535.3 486.7 2,474.8 19.7 11.0 5.7 19.1 10.5 5.6 21.5 19.1
Best Buy Co., Inc. 29.74 6.0 — 10,107.0 11,517.0 48,628.0 23.7 9.0 5.3 27.0 9.1 5.4 13.7 13.6
Barnes & Noble ex. Nook (e) 17.39 (25.4) 53.9 1,027.4 1,519.1 6,062.8 25.1 5.9 3.1 25.7 6.2 3.2 3.3 NM
Selected Low-Growth Retail Median (d) (4.3) % 111.1 % 24.4 % 8.4 x 5.5 x 26.4 % 8.2 x 5.5 x 17.6 x 13.6 x
Selected Low-Growth Retail Mean (d) (7.0) 98.0 30.9 8.4 5.1 31.1 8.3 5.0 18.0 14.7
Note: All operating data has been adjusted to exclude unusual and extraordinary items. LTM and Calendar Year 2013 (CY13) EBITDA for Selected E-Commerce companies excludes stock-based compensation expense as guided by Wall Street research and public filings.
Note: For purposes of comparability, Care’s CY13E financials (fiscal year ended 2/28/14) are treated as CY13 (calendar year ending December 31, 2013).
(a) Care – Unaffected assumes Care’s share price of $14.34 as of 9/25/12 and net debt as of 8/24/12 of $218.4mm. Pre-Initial Offer LTM EBITDA of $192.4mm as of 8/24/12 based on public filings and with certain adjustments based on Management guidance. FY2014E EBITDA of $208.5mm based on 6/26/13 Updated Management Treasury Model, with certain adjustments based on Management guidance. Diluted share count as of 7/2/12. (b) Care – Prior to 4/1/13 assumes Care’s share price of $16.10 as of 3/28/13 and net debt of $200.3mm for as of 2/28/13. LTM EBITDA of $178.4mm as of 11/23/12 based on public filings and with certain adjustments based on Management guidance. FY2014E EBITDA of $208.5mm based on 6/26/13 Updated Management Treasury Model, with certain adjustments based on Management guidance. Assumes diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable. Includes restricted stock units anticipated to be awarded in May 2013, per Management guidance.
(c) Care – Current assumes Care’s share price of $18.10 as of 671/13 and net debt of $196.9mm for as of 5/31/13 per Management. LTM EBITDA of $212.3mm as of 2/28/13 based on public filings and with certain adjustments based on Management guidance. FY2014E EBITDA of $208.5mm based on 6/26/13 Updated Management Treasury Model, with certain adjustments based on Management guidance. Assumes diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable as of 5/31/13 per Management guidance.
(d) |
| Excludes Care. |
(e) Barnes & Noble represents retail and college bookstore segments only; loses associated with Nook excluded from EBITDA as per Wall Street research estimates.
(f) Enterprise value represents equity value plus book values of total debt, including preferred stock and minority interest less cash. Care – Unaffected enterprise value assumes net debt of $218.4 as of 8/24/12. (g) Source of projected EPS, EBIT, EBITDA and Revenue: ThomsonReuter’s median estimate of Wall Street analysts as of 7/1/13. Care – Unaffected EPS based on EPS based on research estimates as of 6/29/12.
22