Fresh Start Accounting | 6 Months Ended |
Oct. 25, 2014 |
Fresh Start Accounting | ' |
NOTE 4 – FRESH START ACCOUNTING |
On the Effective Date, the Company adopted fresh start accounting and reporting in accordance with FASB ASC 852. The Company was required to apply the provisions of fresh start reporting to its financial statements, as the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the emerging entity and the reorganization value of the Predecessor Company’s assets immediately before the date of confirmation was less than the post-petition liabilities and allowed claims. |
Fresh start reporting generally requires resetting the historical net book value of assets and liabilities to fair value as of the Effective Date by allocating the entity’s enterprise value as set forth in the Reorganization Plan to its assets and liabilities pursuant to accounting guidance related to business combinations. The financial statements as of the Effective Date report the results of the Successor Company with no beginning retained earnings or accumulated deficit. Any presentation of the Successor Company represents the financial position and results of operations of a new reporting entity and is not comparable to prior periods. The consolidated financial statements for periods ended prior to the Effective Date do not include the effect of any changes in capital structure or changes in the fair value of assets and liabilities as a result of fresh start accounting. |
In accordance with FASB ASC 852, the Predecessor Company’s results of operations prior to the Effective Date include (i) a pre-emergence gain of $161,943 resulting from the discharge of liabilities under the Reorganization Plan; (ii) pre-emergence charges to earnings of $46,878 recorded as reorganization items resulting from certain costs and expenses relating to the Reorganization Plan becoming effective, including the cancellation of certain debt upon issuance of new equity and the cancellation of equity-based awards of the Predecessor; and (iii) a pre-emergence decrease in earnings of $30,266 resulting from the aggregate changes to the net carrying value of the Predecessor Company’s pre-emergence assets and liabilities to reflect their fair values under fresh start accounting, as well as the recognition of goodwill. See Note 5, “Reorganization Items, Net” for additional information. |
Enterprise Value / Reorganization Value Determination |
Enterprise value represents the fair value of an entity’s interest-bearing debt and stockholders’ equity. In the disclosure statement associated with the Reorganization Plan, which was confirmed by the Bankruptcy Court, we estimated a range of enterprise values between $275,000 and $325,000, with a midpoint of $300,000. Based on current and anticipated economic conditions and the direct impact these conditions have on our business, we deemed it appropriate to use the midpoint between the low end and high end of the range to determine the final enterprise value of $300,000, comprised of debt valued at approximately $179,000 and equity valued at approximately $121,000. |
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FASB ASC 852 provides for, among other things, a determination of the value to be assigned to the assets of the reorganized Company as of a date selected for financial reporting purposes. The Company adjusted its enterprise value of $300,000 for certain items such as post-petition liabilities to determine a reorganization value attributable to assets of $415,410. Under fresh start accounting, the reorganization value was allocated to the Company’s assets based on their respective fair values in conformity with the purchase method of accounting for business combinations included in FASB ASC 805, Business Combinations. The excess reorganization value over the fair value of identified tangible and intangible assets of $21,588 was recorded as goodwill. |
The reorganization value represents the amount of resources available, or that become available, for the satisfaction of post-petition liabilities and allowed claims, as negotiated between the Company and its creditors (the “Interested Parties”). This value, along with other terms of the Reorganization Plan, was determined only after extensive arms-length negotiations between the Interested Parties. Each Interested Party developed its view of what the value should be based upon expected future cash flows of the business after emergence from Chapter 11, discounted at rates reflecting perceived business and financial risks. This value is viewed as the fair value of the entity before considering liabilities and is intended to approximate the amount a willing buyer would pay for the assets of the Successor Company immediately after restructuring. The reorganization value was determined using numerous projections and assumptions that are inherently subject to significant uncertainties and the resolution of contingencies beyond the control of the Company. Accordingly, there can be no assurance that the estimates, assumptions and amounts reflected in the valuation will be realized. |
Methodology, Analysis and Assumptions |
The Company’s valuation was based upon a discounted cash flow methodology, which included a calculation of the present value of expected un-levered after-tax free cash flows reflected in our long-term financial projections, including the calculation of the present value of the terminal value of cash flows, and supporting analysis that included a comparison of selected financial data of the Company with similar data of other publicly held companies comparable to ours in terms of end markets, operational characteristics, growth prospects and geographical footprint. The Company also considered precedent transaction analysis but ultimately determined there was insufficient data for a meaningful analysis. A detailed discussion of this methodology and supporting analysis is presented below. |
The Company’s multi-year business plan was the foundation for developing long-term financial projections used in the valuation of our business. The business planning and forecasting process included a review of Company, industry and macroeconomic factors including, but not limited to, achievement of future financial results, projected changes associated with our reorganization initiatives, anticipated changes in general market conditions including variations in market regions, and known new business initiatives and challenges. |
The following represents a detailed discussion of the methodology and supporting analysis used to value our business using the business plan and long-term financial projections developed by the Company: |
Discounted Cash Flow Methodology |
The Discounted Cash Flow (“DCF”) analysis is a forward-looking enterprise valuation methodology that relates the value of an asset or business to the present value of expected future cash flows to be generated by that asset or business. Under this methodology, projected future cash flows are discounted by the business’ weighted average cost of capital (“WACC”). The WACC reflects the estimated blended rate of return that debt and equity investors would require to invest in the business based on its capital structure. Our DCF analysis has two components: (1) the present value of the expected un-levered after-tax free cash flows for a determined period, and (2) the present value of the terminal value of cash flows, which represents a firm value beyond the time horizon of the long-term financial projections. |
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The DCF calculation was based on management’s financial projections of un-levered after-tax free cash flows for the period 2014 to 2017. The Company used a WACC of 13.3% to discount future cash flows and terminal values. This WACC was determined based upon an estimated cost of debt for similar sized companies, rather than the anticipated cost of debt of the reorganized Company upon emergence from bankruptcy, and a market cost of equity using a capital asset pricing model. Assumptions used in the DCF analysis, including the appropriate components of the WACC, were deemed to be those of “market participants” upon analysis of peer groups’ capital structures. |
In conjunction with our analysis of publicly traded companies described below, the Company used a range of exit multiples of 2013 earnings before interest, taxes, depreciation and amortization (“EBITDA”) between 4.4 and 8.1, with a lower than midpoint exit multiple of 5.5 selected, to determine the present value of the terminal value of cash flows. The selected exit multiple is weighted towards those comparable companies which are more similar to the Company’s Distribution segment which represents a higher percentage of consolidated revenues as compared to the Curriculum segment. |
The sum of the present value of the projected un-levered after-tax free cash flows was added to the present value of the terminal value of cash flows to determine the Company’s enterprise value. |
Publicly Traded Company Analysis |
As part of our valuation analysis, the Company identified publicly traded companies whose businesses are relatively similar to each of our reporting segments and have comparable operational characteristics to derive comparable revenue and EBITDA multiples for our DCF analysis. Criteria for selecting comparable companies for the analysis included, among other relevant characteristics, similar lines of businesses, business risks, growth prospects, maturity of businesses, market presence, size, and scale of operations. The analysis included a detailed multi-year financial comparison of each company’s income statement, balance sheet and statement of cash flows. In addition, each company’s performance, profitability, margins, leverage and business trends were also examined. Based on these analyses, a number of financial multiples and ratios were calculated to gauge each company’s relative performance and valuation. The ranges of ratios derived were then applied to the Company’s projected financial results to develop a range of implied values. |
Enterprise Value, Accounting Policies and Reorganized Consolidated Balance Sheet |
In determining the final enterprise value attributed to the Company of $300,000, the Company blended its DCF methodology and publicly traded company analysis, with more emphasis on the DCF methodology. |
Fresh start accounting and reporting permits the selection of appropriate accounting policies for Successor Company. The Predecessor Company’s significant accounting policies that were disclosed in the Annual Report on Form 10-K for the year ended April 27, 2013 were generally adopted by the Successor Company as of the Effective Date, though many of the account balances were affected by the reorganization and fresh start adjustments presented below. |
The adjustments presented below were made to the June 11, 2013 condensed consolidated balance sheet and contain estimates of fair value. Estimates of fair value represent the Company’s best estimates, which are based on industry and data trends, and by reference to relevant market rates and discounted cash flow valuation methods, among other factors. The determination of the fair value of assets and liabilities was subject to significant estimation and assumptions. In accordance with ASC No. 805, the allocation of the reorganization value was subject to additional adjustment until the Company completed its analysis. This analysis was finalized in the first quarter of fiscal 2015. The table below represents the final determination of the fair value of individual assets and liabilities. |
The condensed consolidated balance sheet, reorganization adjustments and fresh start adjustments presented below summarize the impact of the Reorganization Plan and the adoption of fresh start accounting as of the Effective Date. |
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Certain of the fresh start adjustments were updated between the Effective Date and finalization of fresh start accounting during the three months ended July 26, 2014. During the three months ended July 26, 2014, the Successor Company updated the estimated value of holders of unsecured claims that elect to provide the Company with customary trade terms and thereby recover 45% of their claims, per the Reorganization Plan (see Notes 3 and 7). |
REORGANIZED CONDENSED CONSOLIDATED BALANCE SHEET |
AS OF JUNE 11, 2013 |
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| | June 11, 2013 | |
| | Predecessor | | | Reorganization | | | Fresh Start | | | Successor | |
Company | Adjustments | Adjustments | Company |
ASSETS | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 11,052 | | | $ | 4,363 | (1) | | $ | — | | | $ | 15,415 | |
Restricted cash | | | 26,421 | | | | — | | | | — | | | | 26,421 | |
Accounts receivable | | | 66,894 | | | | — | | | | (250 | ) (8) | | | 66,644 | |
Inventories | | | 110,830 | | | | — | | | | (8,147 | ) (8) | | | 102,683 | |
Other current assets | | | 45,819 | | | | 321 | (2) | | | (788 | ) (8) | | | 45,352 | |
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Total current assets | | | 261,016 | | | | 4,684 | | | | (9,185 | ) | | | 256,515 | |
Property, plant and equipment, net | | | 37,604 | | | | (6,202 | ) (2) | | | 14,148 | (8) | | | 45,550 | |
Goodwill | | | — | | | | — | | | | 21,588 | (8)(9) | | | 21,588 | |
Intangible assets, net | | | 109,155 | | | | — | | | | (56,795 | ) (8) | | | 52,360 | |
Development costs and other | | | 31,142 | | | | 8,255 | (3) | | | — | | | | 39,397 | |
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Total assets | | $ | 438,917 | | | $ | 6,737 | | | $ | (30,244 | ) | | $ | 415,410 | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 38,226 | | | $ | — | | | $ | — | | | $ | 38,226 | |
Accrued compensation | | | 7,229 | | | | (315 | ) (2) | | | — | | | | 6,914 | |
Other accrued liabilities | | | 60,301 | | | | 9,947 | (2)(4)(6) | | | 22 | (8) | | | 70,270 | |
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Total current liabilities | | | 105,756 | | | | 9,632 | | | | 22 | | | | 115,410 | |
Long-term debt | | | 205,863 | | | | (39,939 | ) (5) | | | — | | | | 165,924 | |
Other liabilities | | | 925 | | | | 12,195 | (2)(6) | | | — | | | | 13,120 | |
Liabilities subject to compromise | | | 223,988 | | | | (223,988 | ) (6) | | | — | | | | — | |
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Total liabilities | | $ | 536,532 | | | $ | (242,100 | ) | | $ | 22 | | | $ | 294,454 | |
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Commitments and contingencies | | | | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | | | | |
Common stock - Predecessor | | $ | 24 | | | $ | (24 | ) (7) | | $ | — | | | $ | — | |
Capital in excess of par value - Predecessor | | | 446,232 | | | | (446,232 | ) (7) | | | — | | | | — | |
Treasury Stock - Predecessor | | | (186,637 | ) | | | 186,637 | (7) | | | — | | | | — | |
Accumulated (deficit) and other comprehensive income - Predecessor | | | (357,234 | ) | | | 387,500 | (7) | | | (30,266 | ) (7)(8) | | | — | |
Common stock - Successor | | | — | | | | 1 | (7) | | | — | | | | 1 | |
Capital in excess of par value - Successor | | | — | | | | 120,955 | (7) | | | — | | | | 120,955 | |
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Total stockholders’ equity | | | (97,615 | ) | | | 248,837 | | | | (30,266 | ) | | | 120,956 | |
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Total liabilities and stockholders’ equity | | $ | 438,917 | | | $ | 6,737 | | | $ | (30,244 | ) | | $ | 415,410 | |
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-1 | The Company deposited $7,647 of proceeds from its exit financing into a segregated cash account which was used to pay administrative claims and certain advisors in the bankruptcy proceedings. The Company utilized $3,284 of its cash balance immediately prior to emergence to fund a portion of the cash requirements from exit financing. | | | | | | | | | | | | | | | |
-2 | The Company recorded adjustments related to various contract rejections or amendments completed as part of the Reorganization Plan. This included a $6,202 write down of property, plant and equipment related to the amendment of capital lease obligations for the Mansfield, OH distribution center and the rejection of capital lease obligations for the Company’s Agawam, MA property. In addition, the Company recorded $920 related to various contract damages relating to lease rejections and severance obligations, classified between long-term and short-term liabilities. | | | | | | | | | | | | | | | |
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-3 | In connection with entering into the exit credit facilities, the Company capitalized $8,255 of deferred financing costs. | | | | | | | | | | | | | | | |
-4 | Pursuant to the Chapter 11 Cases, additional professional fees of $2,057 were recorded. In addition, certain administrative and convenience claims of $8,435 were recorded as current liabilities, offset by accrued interest expense converted to new Successor Company equity. | | | | | | | | | | | | | | | |
-5 | The table below presents refinancing of the Predecessor long-term debt. The Company issued $78,620 of new Successor Company equity (including $21,375 in excess of debt carrying amount), partially offset by $17,306 of debt discount and other financing costs. The current portion of the reorganized debt was $25,251, which includes $23,823 of new Successor Company ABL loan. | | | | | | | | | | | | | | | |
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| | June 11, 2013 | | | | | | | | | | | | | |
Predecessor Company long-term debt | | $ | 205,863 | | | | | | | | | | | | | |
Reorganization adjustments: | | | | | | | | | | | | | | | | |
Issuance of Successor Company equity | | | (78,620 | ) | | | | | | | | | | | | |
Equity issuance in excess of debt carrying amount | | | 21,375 | | | | | | | | | | | | | |
Financing costs and professional fees paid with exit financing | | | 17,306 | | | | | | | | | | | | | |
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Reorganized Successor Company long-term debt | | $ | 165,924 | | | | | | | | | | | | | |
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-6 | Liabilities subject to compromise generally refer to pre-petition obligations, secured or unsecured, that may be impaired by a plan of reorganization. FASB ASC 852 requires such liabilities, including those that became known after filing the Chapter 11 petitions, be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. These liabilities represented the estimated amount expected to be resolved on known or potential claims through the Chapter 11 process. Liabilities subject to compromise also includes items that may be assumed under the Reorganization Plan, and may be subsequently reclassified to liabilities not subject to compromise. Liabilities subject to compromise also include certain pre-petition liabilities including accrued interest and accounts payable. At April 27, 2013, liabilities subject to compromise were $228,302, of which administrative claim payments of $4,314 were made in the Predecessor period of fiscal 2014. The table below identifies the principal categories of liabilities subject to compromise at June 11, 2013: | | | | | | | | | | | | | | | |
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| | June 11, 2013 | | | | | | | | | | | | | |
Accounts payable | | $ | 47,683 | | | | | | | | | | | | | |
2011 Debentures | | | 163,688 | | | | | | | | | | | | | |
Pre-petition accrued interest on 2011 Debentures | | | 979 | | | | | | | | | | | | | |
Sale-leaseback obligations | | | 11,638 | | | | | | | | | | | | | |
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Liabilities subject to compromise | | $ | 223,988 | | | | | | | | | | | | | |
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-7 | The Company recorded elimination of (1) the Predecessor Company’s common stock, (2) the Predecessor Company’s capital in excess of par value, net of stock options cancellation of $3,624, (3) the Predecessor Company’s treasury stock, and (4) the Predecessor Company’s accumulated deficit and accumulated other comprehensive loss. The following table represents reorganization value to be allocated to assets reconciled to the Successor Company Equity. The Company recorded Successor Company common stock of $1 and capital in excess of par value of $120,955. | | | | | | | | | | | | | | | |
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| | June 11, 2013 | | | | | | | | | | | | | |
Total reorganization value to be allocated to assets | | $ | 415,410 | | | | | | | | | | | | | |
Less: Debt | | | (179,044 | ) | | | | | | | | | | | | |
Less: Other liabilities | | | (115,410 | ) | | | | | | | | | | | | |
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Successor Company Equity | | $ | 120,956 | | | | | | | | | | | | | |
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The above estimated amounts were updated during the three months ended July 26, 2014 (see Note 7). |
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-8 | The following table represents the adjustments for fresh start accounting primarily related to recording goodwill, recording our intangible assets, fixed assets, and other assets and liabilities at fair value and related deferred income taxes in accordance with ASC 805. Additionally, such fresh start accounting adjustments reflect the increase in inventory reserve of $6,600, and elimination of certain capitalized costs of $1,426. The Company also recorded other fresh start accounting adjustments relating to (1) deferred rent included in current liabilities, (2) vendor rebates receivables in current assets, and (3) other current assets and liabilities as a result of fresh start accounting. In addition, the impact of fresh start accounting adjustments on the accumulated retained earnings was eliminated. | | | | | | | | | | | | | | | |
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| | June 11, 2013 | | | | | | | | | | | | | |
Fresh start accounting adjustments: | | | | | | | | | | | | | | | | |
Goodwill | | $ | 21,588 | | | | | | | | | | | | | |
Fair value adjustment to intangible assets | | | (56,795 | ) | | | | | | | | | | | | |
Fair value adjustment to fixed assets | | | 15,522 | | | | | | | | | | | | | |
Fresh start accounting adjustments relating to inventory | | | (8,147 | ) | | | | | | | | | | | | |
Other fresh start accounting adjustments | | | (2,434 | ) | | | | | | | | | | | | |
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Total fresh start accounting adjustments | | $ | (30,266 | ) | | | | | | | | | | | | |
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-9 | The following table represents a reconciliation of the enterprise value attributed to assets, determination of the total reorganization value to be allocated to these assets and the determination of goodwill: | | | | | | | | | | | | | | | |
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| | June 11, 2013 | | | | | | | | | | | | | |
Enterprise value attributed to School Specialty | | $ | 300,000 | | | | | | | | | | | | | |
Plus: other liabilities (excluding debt) | | | 115,410 | | | | | | | | | | | | | |
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Total reorganization value to be allocated to assets | | | 415,410 | | | | | | | | | | | | | |
Less: fair value assigned to tangible and intangible assets | | | (393,822 | ) | | | | | | | | | | | | |
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Value of School Specialty assets in excess of fair value (Goodwill) | | $ | 21,588 | | | | | | | | | | | | | |
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