Exhibit (c)(12)
June 27, 2013
Project Care
Discussion Materials
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.
Table of Contents
Section Section I Summary Transaction Overview 3 II Summary Financial Performance 6 III Summary Stock Price Performance 18 IV Summary Valuation Analysis 23 Appendix Appendix A Supplemental Information 38
Summary Transaction Overview
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 Price Per Share Price Per Share Price Per Share $18.20 $18.20 $19.00
Premium / Discount to: Price Date
Stock Price Prior to 3/28/13 Offer: $16.10 (03/28/13) 13.0% 13.0% 18.0% Unaffected Share Price Prior to Initial Offer (a): 14.34 (09/25/12) 26.9% 26.9% 32.5%
30 Calendar Days Prior to Initial Offer: 14.25 (08/27/12) 27.7% 27.7% 33.3%
52-Week Low Prior to Initial Offer: 12.50 (01/04/12) 45.6% 45.6% 52.0%
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 Implied Equity Value $622.1 $623.0 $650.8 Plus: Debt (c) 286.4 260.3 260.3 Less: Cash (c) As of 3/28/13 As of 5/31/13
(86.1) (64.0) (64.0) Equals: Net Debt 200.3 196.3 196.3 Implied Enterprise Value $822.4 $819.3 $847.0
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 LTM (5/31/13) (e) NA NA 216.9 NA 3.8 3.9 FY14E (f) 208.5 3.9 221.5 6.3% 3.7 3.8
The 7/1/13 Offer 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.
Summary Financial Performance
Historical Financials
(Amounts in Millions, Except Per Share Data)
Fiscal Year Ended February 28, FY09-FY13 FY10-FY13
2009 2010 2011 2012 2013 CAGR CAGR
Total Revenue $1,690.7 $1,640.9 $1,597.9 $1,695.1 $1,868.7 2.5% 4.4% Cost of Goods Sold 810.0 713.1 682.4 741.6 817.7 Gross Profit 880.8 927.8 915.5 953.5 1,051.0 4.5% 4.2% EBIT (253.2) 139.1 174.7 149.6 94.2 Net Income (227.8) 81.6 87.0 57.2 49.9 NM (15.1%) Diluted Earnings Per Share ($4.89) $2.03 $2.11 $1.42 $1.47 NM (10.3%)
EBIT ($253.2) $139.1 $174.7 $149.6 $94.2 NM (12.2%) Goodwill Impairment 290.2 -- 0.3 27.2 --Transaction Adjustments -- 24.0 9.6 2.4 41.4 SBT and Other (0.2) 25.5 5.7 2.3 27.3 Adjusted EBIT 36.8 188.6 190.3 181.4 162.9 45.1% (4.8%) D&A 50.0 45.2 45.2 43.7 49.4 Adjusted EBITDA $86.8 $233.8 $235.5 $225.1 $212.3 25.1% (3.2%)
Margins
Gross Margin 52.1 % 56.5 % 57.3 % 56.2 % 56.2 % Adjusted EBITDA 5.1 14.2 14.7 13.3 11.4 Adjusted EBIT 2.2 11.5 11.9 10.7 8.7
Growth Rates
Total Revenue (4.8) % (3.0) % (2.6) % 6.1 % 10.2 % Adjusted EBIT (75.7) 412.9 0.9 (4.7) (10.2) Adjusted EBITDA (56.6) 169.4 0.7 (4.4) (5.7) Diluted Earnings Per Share NM NM 3.9 (32.7) 3.3
Summary Balance Sheet and Cash Flow Data
Cash $60.2 $137.9 $215.8 $132.4 $86.1 Total Debt 390.2 329.7 232.7 225.2 286.4 Net Debt 330.0 191.8 16.9 92.7 200.3 Depreciation and Amortization 50.0 45.2 45.2 39.2 49.4 Capital Expenditures (55.7) (26.6) (36.3) (70.9) (114.1) Free Cash Flow (a) 17.3 170.9 147.6 45.6 48.6
Summary Leverage Statistics
Total Debt / Adj. EBITDA 4.5 x 1.4 x 1.0 x 1.0 x 1.3 x Net Debt / Adj. EBITDA 3.8 0.8 0.1 0.4 0.9 (Adj. EBITDA - Cap Ex) / Int. Expense 1.6 8.4 8.1 7.2 5.6
Source: Company’s Forms 10-K for the fiscal years ended 2/28/09, 2/28/10, 2/28/11, 2/29/12 and 2/28/13, with certain adjustments based on Management guidance for FY2010-FY2013, including certain reclassifications of Depreciation and Amortization for FY2011 and FY2012.
CAGR = Compounded Annual Growth Rate.
(a) Defined as Cash Flow from Operations less Capital Expenditures.
Declining Industry Trends
U.S. Greeting Card Growth Driven Most by Increasing Sales in Lower-Margin Dollar Store Channel
U.S. Greeting Card Industry Units and Dollar Sales Trends
Units Dollars
CY07 – CY12 CAGR: (2.6%) CY07 – CY12 CAGR: (0.8%)
CY12 – CY17E CAGR: (3.0%) CY12 – CY17E CAGR: (1.2%) (0.2%)
3.0 -- 6.3 --
(1.0%) (0.8%) (0.7%)
6.2 6.2 (1.2%)
2.8 (2.0%) (1.0%)
(1.5%) 6.1
(1.9%)
2.6 (2.5%) Rate 6.1 Rate (Bn) 2.6 2.5 (4.0%) (Bn) 6.0 (2.0%)
2.5 (3.4%) of of s 2.4 (3.7%) rs 6.0 6.0 C 5.9 C Unit 2.4 2.3 (6.0%) 5.9 (3.0%)
2.3 Dolla 5.9 hange . hange
2.2 (8.0%) . S 5.8 (4.0%)
U
2.0 (10.0%) 5.7 (5.0%)
CY07 CY08 CY09 CY10 CY11 CY12 CY07 CY08 CY09 CY10 CY11 CY12
U.S. Greeting Card Category Projections by Channel
Units Dollars
100% <1% <1% 100% <1% <1% 16% 11% 16% 24% 20% 29% 80% 15% 80% 15% 19% 15% 18% 18% 17% 60% 20% 60% 20% 24% 24% 40% 24% 40% 23% 24% 24% 31% 33% 20% 20% 27% 32% 25% 17%
5% 7% 8%
0% 0%
CY07 CY12 CY17E CY07 CY12 CY17E Dollar Mass / SC Drug Grocery Specialty Online
Source: IRI scan data, AG proprietary consumer surveys, management estimates.
NAGCD Historical Financial Trends
ƒ NAGCD comprised approximately 68% and 67% of Care’s total revenue in FY2009 and FY2013, respectively
(Amounts in Millions)
Historical NAGCD Revenue
Includes Acquisitions of Papyrus and RPG
$1,300
2010 Papyrus and $1,264
RPG Revenue: $129 $1,245 $1,250 $1,229 $1,222 $1,197 $1,200 $1,180 $1,174 $1,156 $1,147 $1,150
$1,100 $1,099 $1,050
$1,000
FY2004A FY2005A FY2006A FY2007A FY2008A FY2009A FY2010A FY2011A FY2012A FY2013A
Historical NAGCD Operating Income and Margin (a) $350 Operating Income $mm Operating Margin % 40% $317 $308 $300 35%
$250 $235 $241 30%
27.4%
26.2% $201 $188 $193 $200 $171 25%
21.4% $160 $141 19.0% $150 20%
17.0%
16.2%
15.4%
13.9% $100 12.9% 15%
12.3%
$50 10% FY2004A FY2005A FY2006A FY2007A FY2008A FY2009A FY2010A FY2011A FY2012A FY2013A
Source: Care Management.
(a) Adjusted to normalize for the Company’s North American goodwill impairment in FY2009 ($47.9mm add back) and FY2012 ($21.3mm add back) and the sale of Amscan Party Goods in FY2010 (net reduction of $18.4mm).
Evolution of Selected Key Metrics
LTM FY 2013E (a) FY 2013A LTM
Treasury Model (As Presented At Special Committee Treasury
As of Meetings on Dates Below) Model as of Actual Per As of
8/24/12 (b) 11/23/12 (b) 12/28/12 (c) 1/31/13 (d) 10/26/12 11/19/12 12/07/12 01/27/13 3/25/13 (e) 10-K (f) 5/31/13 (g)
Total Revenue $1,708.2 $1,750.0 NA NA $1,830.2 $1,840.6 $1,840.6 $1,840.6 $1,840.6 $1,868.7 $1,972.9
EBITDA 192.4 178.4 NA NA 182.8 183.5 196.1 195.6 201.0 212.3 216.9
Debt $280.2 $356.8 $365.2 $300.2 $245.2 $245.2 $245.2 $245.2 $286.4 $286.4 $260.3 Cash (61.7) (63.3) (61.6) (97.8) (62.1) (61.9) (39.3) (39.3) (86.1) (86.1) (64.0) Net Debt 218.4 293.5 303.6 202.4 183.1 183.3 205.8 205.8 200.3 200.3 196.3
Change in Metrics b/w 3/28/13 and 6/26/13 As of As of Variance 3/28/2013 6/26/2013 $ %
FY2013 (f) $201.0 $212.3 $11.3 5.6% LTM (g) NA 216.9 NA NA FY2014E (h) 208.5 221.5 13.0 6.2%
(a) Source: Management Treasury Models dated 10/18/12, 11/17/12 and 11/30/12, with certain adjustments to FY2013E EBITDA based on Management guidance.
(b) Source: Company’s Form 10-Q for the periods ended 8/24/12 and 11/23/12, with certain adjustments to EBITDA per Management guidance, including certain reclassifications of Depreciation and Amortization for LTM periods ended 8/24/12 and 11/23/12.
(c) Source: Debt and cash per Management’s December FY2013 balance sheet. (d) Source: Debt and cash per Management’s January FY2013 balance sheet.
(e) Source: 3/25/13 cash and debt balances represent preliminary estimate of debt and cash for FY2013 (2/28/13), per Management on 3/25/13. (f) Source: Company’s Form 10-K for the period ended 2/28/13 with certain adjustments to EBITDA based on Management guidance.
(g) Source: Revenue and EBITDA for LTM period ended 5/31/13 per Management on 6/25/13, with certain adjustments to EBITDA per management guidance including normalizing for 365-day period. Debt and cash balances are as of FY2014 Q1 end (5/31/13) per Management guidance on 6/25/13.
(h) FY2014E EBITDA as of 3/28/13 per Management Treasury Model dated 11/30/12. FY2014E EBITDA as of 6/26/13 per Updated Management Treasury Model dated 6/26/13.
Schedule of Adjustments
(Amounts in Millions)
Fiscal Year Ended February 28, LTM FYE 2/28,
2010 2011 2012 2013 May-13 2014E Operating Income $139.1 $174.7 $149.6 $94.2 $137.2 $138.8 Depreciation & Amortization 45.2 45.2 43.7 49.4 51.0 56.0
Unadjusted EBITDA $184.3 $219.9 $193.2 $143.6 $188.2 $194.7
Charges Associated With Clinton Cards -- -- -- 43.7 10.9 0.3 Impairments, debt expense, fees and closure costs NAGCD -- -- -- -- (6.1) -- Timing impact of 6 extra days in quarter AGP Cookie Jar Settlement -- -- -- -- (0.9) -- Reflects delayed fiscal 2013 payments into LTM period UKG -- -- -- -- (0.8) -- Timing impact of 6 extra days in quarter Profit Sharing -- -- -- -- 0.6 -- ~8% of domestic earnings from timing impact Party Goods Transaction (18.4) -- -- -- -- -- Gain on sale Mexico Shutdown 18.2 -- -- -- -- -- Closing of Carlton Mexico Retail Disposition 29.2 -- -- -- -- -- Sales of stores to Schurman RPG Integration Costs -- 10.3 -- -- -- -- Stores set up costs and other integration costs Lawsuit 24.0 -- -- -- -- -- Settlement of a RPG lawsuit Goodwill and Other Intangibles Impairment -- 0.3 27.2 -- -- -- Related to NAGCD, UK and Interactive Gain from Sale of Intellectual Property -- -- (4.5) -- -- -- Sold certain minor character properties Gain from Liquidation of Business in France (3.3) -- -- -- -- -- Currency translation adjustment from sale Loss on Sale of Old WHQ -- -- -- -- -- 18.5 Estimated loss on sale of WHQ
One Time Legal Costs -- -- -- 9.5 6.5 -- Accrual for certain legal expenses
Voluntary Compliance Program -- -- -- 1.1 1.1 -- Related to prior years’ underexpensing catch up Webshots (1.7) (0.7) 2.4 (2.3) (1.9) -- Pro forma adjustment for sale of Webshots Properties Licensing Termination Expense -- -- -- 2.1 -- -- Termination of Certain Agency Agreements New D&O Insurance Program -- -- -- -- 0.7 3.0 Normalization D&O insurance Proposed Going Private Transaction Costs -- -- -- 6.9 9.5 -- Current process costs Scan-Based Trading 1.5 5.7 6.8 7.7 9.1 5.0 Impact of scan-based trading conversions Total Adjustment $49.5 $15.6 $31.9 $68.7 $28.7 $26.8
Adjusted EBITDA $233.8 $235.5 $225.1 $212.3 $216.9 $221.5 Adjusted EBIT 188.6 190.3 181.4 162.9 165.9 165.5
Total Adjustments as a % of Unadjusted EBITDA 26.9% 7.1% 16.5% 47.9% 15.3% 13.7%
Source: Company’s Forms 10-K for the fiscal years ended 2/28/10, 2/28/11, 2/29/12, 2/28/13,Management guidance for LTM period ended 5/31/13 and Updated Management Treasury Model dated 6/26/13 for FY2014E, with certain adjustments based on Management guidance, including certain reclassifications of Depreciation and Amortization for FY2011 and FY2012 and normalizing LTM EBITDA for 365-day period.
Historical Unadjusted and Adjusted EBITDA
(Amounts in Millions)
Fiscal Year Ended February 28, FY10-FY13
2009 2010 2011 2012 2013 CAGR
Unadjusted EBITDA ($203.2) $184.3 $219.9 $193.2 $143.6 (8.0%) Total Adjustments 290.0 49.5 15.6 31.9 68.7 Adjusted EBITDA $86.8 $233.8 $235.5 $225.1 $212.3 (3.2%)
% Growth
Unadjusted EBITDA NM 19.3% (12.1%) (25.7%) Adjusted EBITDA 169.4% 0.7% (4.4%) (5.7%)
Source: Company’s Forms 10-K for the fiscal years ended 2/28/09, 2/28/10, 2/28/11, 2/29/12 and 2/28/13, with certain adjustments for FY2009-FY2013 based on Management guidance, including certain reclassifications of Depreciation and Amortization for FY2011 and FY2012.
Evolution of Management Forecasts
Source: Company’s Forms 10-K for fiscal years ended 2/29/12 and 2/28/13, Care Management Strategic Plans and Updated Management Treasury Model dated 6/26/13.
Total Revenues in FY2013A and 6/26/13 Updated Management Treasury Model columns reflect ownership of Clinton Cards
Total Revenue
Total EBIT
FY2012
FY2013
FY2014
FY2015
FY2016
3.6% Change
12.0% Change
11.2% Change
(13%) Change
(11.6%) Change
Clinton Revenue $244
(16.9%) Change
FY2012
FY2013
FY2014
FY2015
FY2016
(1.4%) Change
(20.4%) Change
(22.2%) Change
(2.6%) Change
Care Consolidated Financial Snapshot
Source: Company’s Forms 10-K for the fiscal years ended 2/29/08, 2/28/09, 2/28/10, 2/28/11, 2/29/12 and 2/28/13, with certain adjustments based on Management guidance, including certain reclassifications of Depreciation and Amortization for FY2011 and FY2012. FY2014-FY2018 based on Updated Management Treasury Model dated 6/26/13.
Total Revenue
Adjusted EBIT and EBITDA
FY08 – FY13 CAGR: (1.0%)
FY13 – FY18 CAGR: 0.2%
11.3%
5.1%
14.2%
14.5%
13.3%
11.4%
11.0%
10.9%
11.4%
11.8%
12.1%
(76%)
413%
1%
(5%)
(10%)
2%
(4%)
4%
% Growth
5%
4%
FY10 – FY13 CAGR: (3.2%)
FY14 – FY18 CAGR: 2.5%
8.5%
2.2%
11.5%
11.9%
10.7%
8.7%
8.2%
7.9%
8.2%
8.5%
8.9%
% Margin
$151
$37
$189
$190
$181
$163
$166
$159
$165
Adjusted EBIT
$173
$181
% Margin
FY08 – FY13 CAGR: 1.2%
FY10 – FY13 CAGR: 4.4%
Care Consolidated Financial Snapshot
Source: Company’s Forms 10-K for the fiscal years ended 2/29/08, 2/28/09, 2/28/10, 2/28/11, 2/29/12 and 2/28/13, and Updated Management Treasury Model dated 6/26/13. (a) Defined as Cash Flow from Operations less Capital Expenditures.
Capital Expenditures
Free Cash Flow (a)
3.2%
3.3%
1.6%
2.3%
4.2%
6.1%
3.8%
5.7%
7.4%
3.1%
2.3%
% of Revenue
Original vs. Updated Management Treasury Model
Source: Management Treasury Model dated 11/30/13 and Updated Management Treasury Model dated 6/26/13. FY2014E EBITDA per Updated Treasury Model dated 6/26/13 adjusted for certain items based on Management guidance. (a) Defined as cash flow from operations less capital expenditures.
Summary Projected Financials
Source: FY2013A based on Company’s Form 10-K for period ended 2/28/13 with certain adjustments based on Management guidance. LTM period as of 5/31/13 per Management on 6/25/13 with adjustments to EBITDA and EBIT, including normalizing for 365-day period. FY2014-2018 per Updated Management Treasury Model dated 6/26/13, with certain adjustments for FY2014E based on Management guidance. 2013 net income and EPS unadjusted for non-recurring and extraordinary items; Management did not provide adjustments. Defined as Cash Flow from Operations less Capital Expenditures.
Summary Stock Price Performance
Historical Stock Price Performance vs. S&P 400 Consumer Discretionary
3-Year Change in Value
5-Year Change in Value
10-Year Change in Value
15-Year Change in Value
Source: Capital IQ and Bloomberg.
While the broader market has provided significant returns on equity investments over time, Care has significantly underperformed and, in most periods, has not provided a positive return
(Period ending September 25, 2012, date of Initial Offer)
(24.4%)
168.1%
(45.0%)
34.0%
(12.6%)
123.6%
(58.1%)
153.9%
Initial Offer $17.18
1/17/13 Offer $17.50
Summary Stock Price Performance
Five years prior to Initial Offer of $17.18
Source: Capital IQ as of 6/26/13.
3/28/13 Offer $18.20
$18.19
$18.20
1-Year Average $15.06
2-Year Average $18.49
3-Year Average $19.39
5-Year Average $17.38
4-Year Average $16.88
Summary Stock Price Performance
Two years prior to Initial Offer of $17.18
Source: Capital IQ as of 6/26/13. (a) Represents closing price as of 9/25/12, unaffected for announcement of Initial Offer, which was made after the market close.
$18.19
$18.20
6-Month Average $14.43
3-Month Average $14.15
1-Year Average $15.06
2-Year Average $18.49
Initial Offer $17.18
1/17/13 Offer $17.50
3/28/13 Offer $18.20
Summary of Trading Ranges
Shares traded at various prices
Source: Capital IQ as of 6/26/13.
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
2-Year
1-Year
(Period ending September 25, 2012, except for “Since 9/25 Initial Offer” chart)
180-Days
90-Days
30-Days
Since 9/25 Initial Offer (187 Days)
Summary Valuation Analysis
Summary Valuation Analysis
PRIVATE AND CONFIDENTIAL
52-Week Trading Range Prior to 9/25/13 Offer
Comparable Companies
25% Premium to Comparable Companies
Precedent Transactions
Present Value of Future Share Price (a)
Sum of the Parts
DCF
Unaffected Share 9/25/12
9/25/12 Initial Offer
1/17/13 Offer
3/28/13 Offer
7/1/13 Offer
$12.50
$15.25
$13.00
$16.00
$16.75
$17.00
$19.50
$19.06
$25.00
$31.25
$22.50
$23.25
$25.50
$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
(a) Includes present value of future quarterly dividend payments of $0.15 per share.
24
Implied Share Price at Various Premia
Illustrative Premium Benchmarked to 9/25/12 - Date of Initial Offer
30-Day Prior 1-Day Prior 30-Day Average 60-Day Average 90-Day Average 180-Da y Average 1-Year Average
$14.25 $14.34 (a) $15.08 $14.42 $14.15 $14.43 $15.06
$17.50 22.8% 22.0% 16.0% 21.4% 23.7% 21.3% 16.2%
17.75 24.6% 23.8% 17.7% 23.1% 25.4% 23.0% 17.9%
18.00 26.3% 25.5% 19.4% 24.8% 27.2% 24.7% 19.5%
18.25 28.1% 27.3% 21.0% 26.6% 29.0% 26.5% 21.2%
18.50 29.8% 29.0% 22.7% 28.3% 30.7% 28.2% 22.8%
Price 18.75 31.6% 30.8% 24.3% 30.0% 32.5% 29.9% 24.5%
19.00 33.3% 32.5% 26.0% 31.8% 34.3% 31.7% 26.2%
Share 19.25 35.1% 34.2% 27.7% 33.5% 36.0% 33.4% 27.8%
19.50 36.8% 36.0% 29.3% 35.2% 37.8% 35.1% 29.5%
19.75 38.6% 37.7% 31.0% 37.0% 39.6% 36.9% 31.1%
20.00 40.4% 39.5% 32.6% 38.7% 41.3% 38.6% 32.8%
Illustrative Share Prices Benchmarked to 9/25/12 - Date of Initial Offer
30-Day Prior 1-Day Prior 30-Day Average 60-Day Average 90-Day Average 180-Da y Average 1-Year Average
$14.25 $14.34 (a) $15.08 $14.42 $14.15 $14.43 $15.06
10% $15.68 $15.77 $16.59 $15.86 $15.57 $15.87 $16.57
20% 17.10 17.21 18.10 17.30 16.98 17.32 18.07
30% 18.53 18.64 19.60 18.75 18.40 18.76 19.58
Premium 40% 19.95 20.08 21.11 20.19 19.81 20.20 21.08
50% 21.38 21.51 22.62 21.63 21.23 21.65 22.59
Source: Capital IQ.
Note: Historical stock prices represent market close values based on calendar days.
(a) Represents closing price as of 9/25/12, unaffected for announcement of Initial Offer, which was made after the market close.
25
Care Historical EV / LTM EBITDA
From 2 years prior to offer
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 6/26/13. 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. 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.
Initial Offer 9/25/12
2-Year Average 3.5x
3 |
| and 12-Month Average 3.1x |
6-Month Average 3.0x
1/17/13 Offer
LTM EBITDA decreased 7% from Q2 to Q3
Multiple Per CapIQ: 4.5x(a) Actual Multiple: 3.9x(b)
1-Year Average 3.9x
3/28/13 Offer
Net Debt decreased $93.2mm from Q3 to Q4
Valuation Matrix
Unaffected closing stock price on 9/25/12. Closing stock price on 3/28/13. Initial Offer on 9/25/12. 1/17/13 Offer. 3/28/13 Offer. Potential Weiss Family Proposal for Discussion. Net debt of $196.3mm represents total debt of $260.3mm less cash of $64.0mm as of 5/31/13. Represents FY2014 Q1 cash and debt balances per Management on 6/25/13.
(Amounts in Millions, except per share data)
(h) 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. (i) Source: Based on Company’s Form 10-K dated 5/9/13 for period ended 2/28/13, with certain adjustments based on Management guidance. (j) LTM (FY2014 Q1) EBITDA for the 12-month period ended 5/31/13 per Management, with certain adjustments based on Management guidance, including normalizing for 365-day period. (k) Source: Based on Updated Management Treasury Model dated 6/26/13.
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Enterprise Value / EBITDA
Source: Companies’ stock price and public filings as of 6/26/13. Projected CY13 EBITDA per ThomsonReuter’s median estimate of Wall Street analysts as of 6/26/13. 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. 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. Current Multiple calculated using Care’s share price of $18.19 as of 6/26/13 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. LTM and CY12 EBITDA for Selected E-Commerce companies excludes stock-based compensation expense as guided by Wall Street research and public filings. Barnes & Noble multiple represents retail and college bookstore segments only; losses associated with Nook excluded from EBITDA.
Directories
Social Expression
Print Media
Care
Care
Selected E-Commerce (d)
Licensing
Selected Low-Growth Retail
Core Business Comps
Other Related Business Segments
Other Related Business Segments
CY13 Median: NA
LTM Median: 3.7x
CY13 Median: 5.1x
LTM Median: 4.8x
CY13 Median: 4.9x
LTM Median: 4.6x
CY13 Median: 7.7x
LTM Median: 7.5x
CY13 Median: 10.0x
LTM Median: 9.3x
CY13 Median: 5.1x
LTM Median: 5.1x
Select Public Company Multiples
Source: Company’s Form 10-K for the period ended 2/28/13 with certain adjustments to EBITDA and EBIT based on Management guidance. 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. Source: 6/26/13 Updated Management Treasury Model, with certain adjustments to EBITDA and EBIT per Management guidance. Management did not provide LTM (5/31/13) or FY2014E adjusted EPS. FY2014E EPS is unadjusted for extraordinary non-recurring items. 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. 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. 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.
(Amounts in Millions, Except Per Share Data)
Select Precedent Transactions
Source: Public filings and company press releases. Pending. All statistics are for MEG’s entire newspaper operations excluding EBITDA Multiple which does not include Tampa Group. Amounts converted from CAD to USD at an exchange ratio of 1.289 CAD per USD at the announcement of the transaction on March 2, 2009. Source: Bloomberg.
Select Precedent Transaction Multiples
(Amounts in Millions, Except Per Share Data)
Source: FY2013A per Company’s Form 10-K for the period ended 2/28/13 with certain adjustments to EBITDA and EBIT based on Management guidance. 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. Calculated using net debt of $196.3mm, as of 5/31/13. Source: Balances for debt and cash for FY2014 Q1 (5/31/13) per Management on 6/25/13. 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.
Future Stock Price Analysis
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. 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. 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. 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.
Sum of the Parts Analysis
(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.
DCF Summary
Updated 6/26/13 Management Treasury Model
(a) 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. (b) Assumes 11.50% discount rate and 3.5x terminal multiple. (c) Versus baseline Adjusted EBIT margin for FY2015-FY2018.
Assumptions Five year projection period (FY2014 includes Q2 through Q4 only) Discounted to 5/31/13 (using mid-year convention) Preliminary Q1 FY2014 (5/31/13) net debt of $196.3mm at 5/31/13, consisting of total debt of $260.3mm less cash of $64.0mm per Management on 6/25/13
Share Price (a)
Illustrative Sensitivity to DCF (a) (b)
Illustrative implied Revenue CAGR FY2014-FY2018
Discounted Cash Flow Analysis
Source: Updated Management Treasury Model dated 6/26/13. Note: Values discounted to 5/31/13 (using mid-year convention). 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. Represents FY2014 Q1 (5/31/13) end cash and debt balances per Management on 6/25/13. 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.
Future Stock Price Analysis Based on Illustrative Levered Recap
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. Assumes $265mm of incremental leverage using Term Loan B at L + 450bps with 125bps floor (2.4x Total Debt / LTM EBITDA). Does not factor in potential consent fees or changes to interest rate. 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.
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 At 2.7x total debt / LTM EBITDA leverage, the Company would be able to effect a $10 per share dividend Assumes no make-whole payment on existing 7.375% Senior Notes(b) Assumes suspension of regular $0.15 / quarter dividend
Pro Forma Effect of Special Dividend
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.
Mkt Cap Post Dividend
Stock Price Post Dividend
Proforma 5/31/13 Stock Price Plus Dividend
(Amounts in Millions, Except Per Share Data)
Appendix A. Supplemental Information
Premium Paid Analysis
Source: Alacra. (a) Excludes certain industry sectors including financial services, insurance, real estate and healthcare companies.
Selected 100% cash transactions over the last 6 years with an enterprise value between $500M—$1B (a)
Premium Paid Analysis
Source: Alacra. (a) Excludes certain industry sectors including financial services, insurance, real estate and healthcare companies.
Selected 100% cash transactions over the last 6 years with an enterprise value between $500M—$1B (a)
WACC
(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 6/26/13. (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 6/26/13. (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.
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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). 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. 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. Care – Current assumes Care’s share price of $18.19 as of 6/26/13 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. Excludes Care. Barnes & Noble represents retail and college bookstore segments only; loses associated with Nook excluded from EBITDA. 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. Source of projected EPS, EBIT, EBITDA and Revenue: ThomsonReuter’s median estimate of Wall Street analysts as of 6/26/13. Care – Unaffected EPS based on EPS based on research estimates as of 6/29/12.