Children's Place: Could Ascena Retail Group Come Knocking Next Year?
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PLCE Children’s Place: Could Ascena Retail Group Come Knocking Next Year? Tim Heitman – Investing 501 : Long Term Value Investing : May 21, 2014 Seeking Alpha PLCE 1 Children’s Place: Could Ascena Retail Group Come Knocking Next Year? Disclosure: Disclosure: I am long PLCE, ASNA. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from Seeking Alpha). I have no business relationship with any company whose stock is mentioned in this article. Summary Ascena Retail Group management has stated numerous times that their goal is to become a $10 billion revenue company. Acquisitions are a major component to this goal and the company has created an operational platform to allow for a “plug and play” acquisition strategy. Past acquisitions provide an insight for the criteria of potential acquisition candidates. Children’s Place’s business model fits well with those criteria. A reasonable case could be made that PLCE could be acquired for $57 to $81 a share by the end of 2015. This is a speculative theoretical exercise; any investment in PLCE should be made on the merits of the company as a standalone entity. It has been said that there is "no substitute for experience" in investing and we find that to be true. One thing that experience in investing helps with is allowing the investor or analyst to recognize when opportunities with similar characteristics to successful investments present themselves. While working for a hedge fund a couple of years ago, two companies that we invested in, Tween Brands and Charming Shoppes were acquired by Ascena Retail Group at substantial premiums to our cost basis. I had done an analysis of Charming Shoppes that included analysis of a possible acquisition by Ascena Retail Group (ASNA) and was lucky enough to be proven mostly correct on the analysis and the valuation. ASNA's acquisition criterion is very clear and I believe that Children's Place's business model makes the company an attractive fit for ASNA. In this article, I will discuss the strategic rationale for an acquisition of Children's Place (PLCE) by ASNA and possible valuations. I think it is helpful for less experienced investors to learn how to analyze a company on many levels and think of numerous investment outcomes (including what Marty Whitman calls "resource conversion" activities). Mario Gabelli and Longleaf Partners often talk about their investments in terms of "discounts to Private Market Values (PMV)" and this is one type of PMV analysis. To be clear, this is purely a theoretical exercise for illustrative purposes only. I have no knowledge of any pending deal or conversations between the two companies. No one should invest in a company solely based on the possibility of an acquisition and I will also discuss the many reasons why a deal wouldn't happen. Background Ascena Retail Group's Mission Statement: "Serve our shareholders and create value by becoming a family of leading retail concepts with $10 billion in sales and top tier profitability." In 2011, Dress Barn Inc. changed its name to Ascena Retail Group. The reasons were more than cosmetic. At the same time, the company changed its capital structure to a multi-brand holding company. Some of the reasons given in the proxy statement for the change were: 1. Seamlessly incorporate future acquisitions. 2. Provide for shared services. © Seeking Alpha 2014. Privileged and Confidential. 2 Children’s Place: Could Ascena Retail Group Come Knocking Next Year? 3. Autonomous management of brands. 4. Provide us with greater strategic, business and administrative flexibility, which may allow us to acquire or form other businesses, if and when appropriate and feasible, that may be owned and operated by us, but which could be separate from our current businesses. Ascena made its first acquisition in 2004, acquiring maurices on Nov. 17th, 2004 for approximately $320 million. Since the acquisition, maurices has more than doubled its sales and stores. The acquisition helped ASNA diversify into smaller towns that had much less competition for fashion clothing for women. In 2009, ASNA acquired the struggling Tween Brands (TWB) for approximately $410 million in ASNA stock. At the depths of the Great Recession, TWB was struggling and had perceived potential liquidity problems. ASNA used its large cash balance to pay down TWB's debt. ASNA saw the long-term value in being the #1 player in the tween girl space in off mall locations. The Justice and Brothers stores have become the major driver in ASNA's growth plans for the future. After becoming a holding company, ASNA acquired Charming Shoppes for nearly $900 million in 2012. The rationale for this transaction was to acquire the Lane Bryant brand that was a leader in the "plus size" space. ASNA saw the long-term value in being #1 in the women's "plus size" category. After analyzing these three acquisitions and listening to investor presentations and having conversations with management over the years, the criteria for an acquisition by ASNA becomes clear. With only $5 billion in sales and public admission that management wants the company to grow to $10 billion in sales and generate a 10% operating margin, it is obvious that acquisitions will have to play a major role in achieving that goal. Below are what we feel some of the most important aspects that a company must bring in an acquisition. Leading competitor in its markets, ability to bring in new customers or markets to ASNA and low direct competition. Acquired company is usually #1 in market share This helps maintain pricing power and increase margins Provides ability to position brand in a differentiated way from competitors © Seeking Alpha 2014. Privileged and Confidential. 3 Children’s Place: Could Ascena Retail Group Come Knocking Next Year? Source: Company 8K, Apr. 2013 Source: Company 8K, Apr. 2013 © Seeking Alpha 2014. Privileged and Confidential. 4 Children’s Place: Could Ascena Retail Group Come Knocking Next Year? Strong Price/Value proposition with high fashion content. Reduces substitution options for customer Lessens need to compete solely on price and increases gross margin opportunities Source: Company 8K, Apr. 2013 Source: Company 8K, Apr. 2013 © Seeking Alpha 2014. Privileged and Confidential. 5 Children’s Place: Could Ascena Retail Group Come Knocking Next Year? Significant off mall presence ASNA has traditionally focused on B and C malls and strip centers for store locations This means lower rent payments, which helps margins Also reduces the number of direct competitors Opportunity to grow the store base over time. Each of the three companies ASNA has acquired has the potential to grow to over 1,000 stores. Use "plug and play" holding company operating structure to realize cost synergies, yet maintain management autonomy at the brand level Company leverages its "shared services" division to reduce total operating costs. Maintains separate headquarters for each brand to allow management to manage each division to its individual strengths. Eliminates redundant distribution centers. Leverages direct sourcing to lower unit costs of product. Strong presence in E-commerce ASNA recognized the importance of E-commerce in driving margins and incremental sales long before it was the "next new thing." Summary of ASNA acquisitions Acquisitions have been spread out over different geographies, household income levels, demographics and end markets. Market leadership, price/value and fashion are common denominators. maurices Small markets (25k-100K population) 17-34 year old Major competitors are big box retailers, with low fashion component. Tween Brands Only retailer exclusively focused on tween girls and fashion #1 market share (higher than Wal-Mart) 7-12 year olds Main competitors such as Wal-Mart, Target and JC Penney with low fashion component. Charming Shoppes Lane Bryant #2 behind Wal-Mart in "plus size" market share. Leading specialty retailer in "plus size" Majority of locations off mall 30-45 year old target market © Seeking Alpha 2014. Privileged and Confidential. 6 Children’s Place: Could Ascena Retail Group Come Knocking Next Year? Source: Company 8K, Apr. 2013 Strategic rationale for PLCE acquisition It is no secret that specialty retailer stocks are one of the most hated and worst performing groups in the market today. The reasons given for their performance are also well-known. High teen unemployment, poor Christmas sales, bad weather, fashion misses, no one goes to the malls anymore and people only shop on line, etc. After all, companies with no liquidity issues don't trade at 4-6X EV/EBITDA because things are great or perceived to be getting better. And we have made our own mistakes in retail. But, we still look at stocks at or near 52 week lows and not 52 week highs, which brings us back to PLCE. We have thought for years that the company would make a nice fit for ASNA and revisiting the company today reinforces that feeling. While we think an investment case can be made that PLCE is valued attractively for acceptable returns as a standalone company with a few positive developments, the purpose of this article is to go through an analysis of the rationale of an acquisition of PLCE by ASNA. The term "private market value" is used quite often by value investors. There have been several articles on SA (here and here for example) that discuss it. Mario Gabelli is probably one of the most famous practitioners of this type of analysis. Here is our attempt to figure out what PLCE's PVM might be. What characteristics of Children's Place's business model make it an attractive acquisition candidate for Ascena? Almost every "cheap" stock at some point seems to become a "takeover candidate" or "activist target." While "cheap" is often a prerequisite of being attractive to a potential suitor, it cannot be viewed in © Seeking Alpha 2014.