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Ricky Fang, Jacob Stoiber, & Kevin Farshchi Presented October 30, 2014 Agenda Investment Thesis Macroeconomic Overview Industry Analysis Walgreen & Its Business Catalysts & Concerns (SWOT) Financial Analysis Valuation Recommendation Investment Thesis Walgreens Boots Alliance is likely to become the principal retail pharmacy in the world Our team is confident that recent financial results, merger valuation, and strategic initiatives demonstrate Walgreen is an attractive holding in the long term. Granted, there is a chance the next few quarters/years may experience some tough adjustments and potential volatility, we are optimistic that long-term shareholders have an opportunity for increasing return on invested capital The recent sales increases in conjunction with a strong balance sheet indicate that Walgreen is in a solid financial position to create opportunities for growth through its strategic acquisition of Alliance Boots In conclusion, if we apply proper valuation and identify mispriced businesses, the market should agree with us in the long term and price should reflect fair value. Transaction History & Current Position Original purchase: 1000 shares @ $25/share; Date purchased: October. 6th. 1999 (Cost basis: $ 25000) Action 1: 500 shares sold @ 49.94/share; Date sold: September 20th, 2006 Action 2: 200 shares sold @ 60.35/share; Date sold: November 22nd, 2013 Current position: 300 shares trading at $62.83/ share as of October. 29th, 2014 (Cost basis: $18,849) Macroeconomic Overview Booming Domestic Economy and Weak Economy in Europe GDP number: $14.41, 14.96,15.53,16.24,16.8 trillion from 2009-2013 respectively with an estimate of 17.42 trillion for 2014 GDP decomposition: Y=C+I+G+NX; Consumer spending grew for the first time since 2004. Unemployment rate: 9.3%, 9.6%,8.9%, 8.1%, 7.4% in 2009-2013 and 5.9% reported in Sep. 2014 Low economic growth rate/ recession features in Europe: (-4.5%, 2%, 1.6%,0.4%,0.1% GDP growth rate in 2009-2013) Source: Source: http://clients1.ibisworld.com/reports/us/bed/default.aspx?bedid=33 Macroeconomic Overview Projected Macroeconomic Overview Healthcare insurance provider: private insurance, Medicare & Medicaid, Affordable Care Act (Obamacare) Percentage of uninsured Americans dropped from 18% in 2013 to 13.4% in May 2014. Federal funding for Medicare and Medicaid add up to $ 827.6 billion in 2014 with roughly 4% annual growth Pharmacies & Drug Stores Product Mix Market Share Rite Aid Corp Walgreen 10.6% 6.5% CVS Caremark 10% 7.0% Other 31.0% 7.5% 28.4% 8.0% 50.6% 12.0% 4.0% 24.0% Turk, Sarah. "IBISWorld Industry Report 44611 Pharmacies & Drug Stores in the US." IBIS. N.p., Aug. 2014. Web. Oct. 2014. <http%3A%2F%2Fclients1.ibisworld.com%2Freports%2Fus%2Findustry%2Fdefault.aspx%3Fentid%3D4620>. Branded prescription drugs Food and beverages Non-prescription drugs Specialty prescription drugs Other merchandise Personal health goods Generic prescription drugs Cosmetics and toiletries Industry Analysis- Porter’s Five Forces Threat of new entrants: Medium Threat of Substitutes: High Bargaining Power of Buyers: Medium Bargaining Power of Suppliers: Medium Rivalry among existing Firms: High • Rooms for smaller business; • Industry concentration • More usage of online-ordering • Face competition in general merchandise with supermarket • Relatively for individuals • High because of the existence of public health insurance and PBM (Prescription Benefits Managers) • Maintain by being industry giants • Strong, long-term relationship with suppliers • Multiple competitors including other drug retail chain, supermarket, independent drug store, online drug ordering and mail-order drugs Turk, Sarah. "IBISWorld Industry Report 44611 Pharmacies & Drug Stores in the US." IBIS., Aug. 2014. Web. Oct. 2014. <http%3A%2F%2Fclients1.ibisworld.com%2Freports%2Fus%2Findustry%2Fdefault.aspx%3Fentid%3D4620>. Introduction to Walgreens Walgreens primarily sells prescription and non-prescription drugs The company also sells general merchandise: convenience and fresh foods, household items, personal care, photofinishing and beauty care. Walgreens Co. and subsidiaries are the largest drugstore chain in the US As of August 31, 2014 Walgreens operates 8,309 stores and accounted for net sales of $76.4 billion Approximately 76% of the US population is within a 5 mile radius of a Walgreens store Source: Walgreen Co., FY14 Form 10 K for the Period Ending August 31, 2014, p. 3, from http://investor.walgreens.com/sec.cfm, accessed October 26, 2014 The Business Three main business segments Prescription drugs (65% of net sales) Non-prescription drugs (25% of net sales) General merchandise (10% of net sales) Distribution pipeline Key Supplier: AmerisourceBergen Buyers: pharmacy benefit managers (Express Scripts), private health systems, public healthcare sector GICS classification: Sector: Consumer Staples Industry: Food and Staples Retailing Sub-Industry: Drug Retail Source: Walgreen Co., FY14 Form 10 K for the Period Ending August 31, 2014, p. 5, from http://investor.walgreens.com/sec.cfm, accessed October 26, 2014 Management Gregory D. Wasson President and CEO New executive members from Alliance & Boots: Stefano Pessina (Executive Vice Chairman), Ornella Barra (president and chief executive of global wholesale and international retail) Two members of activist investor Jana Partners LLC will join the board Walgreens appointed new CFO Timothy McLevish on August 4. 2014 and he has a history of cost control and financial discipline Management Focus Three year “Next Chapter” Plan Cost reduction initiative Capital Allocation Policy "Walgreens Board of Directors Exercises Option to Complete Second Step of Strategic Partnership with Alliance Boots and Fully Combine Both Companies, Creating First Global Pharmacy-Led, Health and Wellbeing Enterprise." Walgreen Co. N.p., 06 Aug. 2014. Web. 29 Oct. 2014. <http://investor.walgreens.com/releasedetail.cfm?ReleaseID=864504>. Management – key points 1. Moody’s rating downgraded their credit rating of subordinated debt 2. Ex-CFO dispute 3. Concerns for stock repurchases 4. Still need to wait to see how synergies are realized 5. Concerns for new executives: board members for Jana 6. Decision to not complete tax inversion disappointed investors back in September Walgreens (NYSE: WAG) Price: $62.83 Beta: 0.964 Market Cap: 59.712.8 Billion Shares outstanding 950.4 M Dividend Yield: 2.15% EPS: $2.00 52 week high: 76.39 52 week low: 54.86 Data assessed from Bloomberg Terminal Alliance Boots Acquisition On August 2, 2012, Walgreens acquired a 45% equity stake in Alliance Boots GmbH On August 5, 2014, the Purchase and Option Agreement was amended to permit the exercise of the call option and Walgreen exercised the call option on August 5, 2014 The company will have over 11,000 stores across the US, Asia, and the EU as a result Source: Walgreen Co., FY14 Form 10 K for the Period Ending August 31, 2014, p. 10, from http://investor.walgreens.com/sec.cfm, accessed October 26, 2014 Strengths/Catalysts Predicted growth of retail and prescriptions sales based on macro assessment Aging population, ACA, and stronger US economy Strong recent financial results (Discussed later) Partnerships create a global powerhouse AmerisourceBergen ten-year distribution agreement established the world’s largest buyer of prescription drugs Express Scripts, the largest global PBM, will increase customer base Alliance Boots acquisition: cost synergies and addition to top line in the long term Combined synergies across both companies were approximately $491 million in fiscal 2014 and management estimates fiscal year 2015 combined synergies to be $650 million. "Walgreens Board of Directors Exercises Option to Complete Second Step of Strategic Partnership with Alliance Boots and Fully Combine Both Companies, Creating First Global Pharmacy-Led, Health and Wellbeing Enterprise." Walgreen Co. N.p., 06 Aug. 2014. Web. 29 Oct. 2014. <http://investor.walgreens.com/releasedetail.cfm?ReleaseID=864504>. Risks/Concerns Slowdown of discretionary spending will disrupt front-end sales of general merchandise Seasonality of business Second fiscal quarter has much higher-front end sales due to the cough, cold, and flu season Operating leases can be viewed as debt The balance sheet does not reflect this liability Risk of PBM’s Partnership with AmerisourceBergen may not be realized to full potential Alliance Boots synergies and revenue stream may not come to fruition The goals of this acquisition will take time to achieve Exposure to EU: exchange rates, economic recession, government regulation are a few issues Dilution After the second step transaction, Walgreens shareholders will own a smaller percentage of Walgreens Boots Alliance common stock than they currently own. Source: Walgreen Co., FY14 Form 10 K for the Period Ending August 31, 2014, p. 10, from http://investor.walgreens.com/sec.cfm, accessed October 26, 2014 Risks/Concerns Slowdown of discretionary spending will disrupt front-end sales of general merchandise Seasonality of business Operating leases can be viewed as debt The balance sheet does not reflect this liability Risk of PBM relationships in the future Partnership with AmerisourceBergen may not be realized to full potential Alliance Boots synergies and revenue stream may not come to fruition The goals of this acquisition will take time to achieve Exposure to EU: exchange rates, economic recession, government regulation are a few issues Dilution After the second step transaction, Walgreens shareholders will own a smaller percentage of Walgreens Boots Alliance common stock than they currently own. Source: Walgreen Co., FY14 Form 10 K for the Period Ending August 31, 2014, p. 10, from http://investor.walgreens.com/sec.cfm, accessed October 26, 2014 Recent Financial Results Sales for September were $6.48 billion for FY 2015, an increase of 9.4% Comparable store sales increased by 7.9% during the month. Pharmacy sales accounted for 67.8% of total sales, and increased by 14.2%.1 Fiscal Year 2014 sales increased 5.8 percent to record $76.4 billion; Sales for September in FY 2015 increased 9.4% at $6.48 billion, an increase of 9.4% from $5.82 billion for the same month in fiscal 2014; Gross margin decreased to 28.2% in 2014 from 29.2% Met fourth quarter earning estimate(Adjusted EPS increased 1.4% to 74%) 1 "Walgreens September Sales Increase 9.4 Percent." Walgreen Co. N.p., 03 Oct. 2014. Web. 29 Oct. 2014. <http://investor.walgreens.com/releasedetail.cfm?ReleaseID=874420>. Financial Analysis - Liquidity Current Ratio Quick Ratio Liquidity 2010 2011 1.604 1.524 0.611 0.529 Liquidity Ratios 1.800 2012 1.234 0.427 2013 1.337 0.565 2014 1.376 0.693 1.600 1.400 1.200 1.000 0.800 0.600 0.400 0.200 0.000 2010 2011 Current Ratio 2012 2013 Quick Ratio 2014 Financial Analysis - Solvency Debt/Assets Interest Coverage Solvency 2010 2011 2012 2013 2014 0.091 0.088 0.161 0.142 0.121 40.682 61.479 39.364 23.879 26.885 Debt/Assets Interest Coverage 0.180 70.000 0.160 60.000 0.140 0.120 50.000 0.100 40.000 0.080 30.000 0.060 20.000 0.040 10.000 0.020 0.000 0.000 2010 2011 2012 2013 2014 2010 2011 2012 2013 2014 Financial Analysis - Profitability Profitability Ratios 35.00% 30.00% Gross Margin ROA ROE Profitability 2010 2011 2012 2013 2014 28.15% 28.39% 28.40% 29.24% 28.23% 8.13% 10.10% 6.98% 7.11% 5.32% 14.52% 18.28% 11.66% 12.59% 9.44% 25.00% 20.00% 15.00% 10.00% 5.00% 0.00% 2010 2011 Gross Margin 2012 2013 ROA ROE 2014 Financial Analysis - DuPont Tax Burden Interest Burden DuPont Analysis 2010 2011 0.620 0.632 0.975 0.984 20.00% 18.00% 2012 0.630 0.975 2013 0.629 0.989 2014 0.571 0.848 16.00% 14.00% 12.00% 10.00% Operating Profit Margin Asset Turnover Leverage ROE 0.051 2.566 1.825 14.52% 0.060 2.629 1.849 18.28% 0.048 2.141 1.835 11.66% 0.055 2.035 1.824 12.59% 0.055 2.055 1.818 9.93% 8.00% 6.00% 4.00% 2.00% 0.00% 2010 2011 2012 ROE 2013 2014 Financial Analysis - Efficiency A/R Turnover A/P Turnover Inventory Turnover Efficiency 2010 2011 27.518 28.908 14.704 15.007 9.138 8.974 2012 33.056 16.340 10.181 2013 27.438 15.581 10.540 2014 23.739 17.704 12.573 Days Sales Outstanding (DSO) 13.264 12.626 11.042 13.303 15.376 Days Payable Outstanding 24.822 24.322 22.338 23.426 20.617 Days Inventory Outstanding 39.943 40.675 35.851 34.631 29.031 Cash Conversion Cycle 28.385 28.979 24.555 24.508 23.790 Financial Analysis – Joel Greenblatt Greenblatt Ratios Joel Greenblatt Ratios 0.350 2010 2011 2012 2013 2014 EBIT/Tangible Assets 0.250 0.307 0.246 0.290 0.305 EBIT/EV 0.049 0.061 0.047 0.053 0.057 0.300 0.250 0.200 0.150 0.100 0.050 0.000 2010 2011 2012 EBIT/Tangible Assets 2013 EBIT/EV 2014 Discount Rate Returns n µ σ 60 1.376% 0.083 WAG Annualized Return 17.82% CAPM Approach Rf Beta MRP E[r] Equity 2.37% 0.964 7.29% 9.398% Blended E[R] Cost of Debt Total Interest Expense Total Debt Cost of Debt Marginal Tax Rate Tax Effected Cost of Debt WACC Business Risk Premium Discount Rate Risk Free Rate 2.37% 15.713% 156.00 4,510.00 3.46% 37% 2.18% 7.87% 1% 8.87% Capital Structure Summary Total Debt Total Common Equity 28,024.0 20,457.0 Total Minority Interest Total Capital 104.0 48,585.0 57.7% 42.1% 0.2% 100.0% Assumptions Select a Case: Base Case Revenue Assumptions FY 2015 Revenue Growth FY 2016 FY 2017 FY 2018 FY 2019 Boom Case 5.00% 9.00% 9.00% 7.00% 5.00% 3.0% 7.0% 7.0% 5.0% 3.0% Base Case 3.0% 7.0% 7.0% 5.0% 3.0% 29.5% 32.0% 35.0% 35.0% 32.0% Bust Case 1.0% 5.0% 5.0% 3.0% 1.0% 22.5% 22.5% 22.5% 22.5% 22.5% 3.0% 3.5% 4.0% 4.5% 5.0% Tax Rate 37.0% 37.0% 37.0% 37.0% 37.0% Depreciation 10.0% 10.0% 10.0% 10.0% 10.0% 2.0% 1.7% 1.7% 1.7% 1.7% 44.4% 44.4% 44.4% 44.4% 44.4% Gross Profit Margin SG&A as a % of Sales Interest Expense/Operating Income Capital Expenditures Total Assets as a % of Revenue Discounted Cash Flow Valuation FCF Build - WAG EBIT Less: Taxes Less: Capex Less: Changes in NWC Plus: D&A Unlevered FCF $5,507.86 1,976.77 1,573.68 1,983.99 1,477.41 1,450.83 $7,998.20 2,855.76 1,431.26 242.13 1,580.83 5,049.88 FCF Build - BOOTS EBIT Less: Taxes Less: CAPEX Less: Changes in NWC Plus: D&A Unlevered FCF 1,929.69 8.90 463.71 (45.41) 625.56 2,128.05 2,064.77 9.52 496.17 (45.83) 669.35 2,274.25 2,209.30 10.19 530.90 (46.25) 716.21 2,430.66 8.87% 8.87% 1 1,332.59 3,287.21 2 4,260.30 6,178.96 Terminal Value Assumptions Discount Rate (WACC + premium) Terminal Value WAG Terminal Value (WAG + BOOTS) Discount Period (t) PV of FCF's (WAG) PV of FCF's (WAG + BOOTS) PV of FCF's Terminal Value Enterprise Equity Value Value Net Debt DSO $11,260.63 $11,823.66 3,999.78 4,177.89 1,531.45 1,608.02 259.08 198.01 1,691.48 1,776.06 7,161.81 7,615.80 $9,255.56 3,253.33 1,656.26 124.75 1,829.34 6,050.57 9,255.56 3,253.33 1,829.34 0 1,829.34 6,002.23 2,319.77 10.70 557.45 (46.67) 752.02 2,550.30 2,389.36 11.02 574.17 (47.09) 774.58 2,625.84 2,389.36 11.02 774.58 0 774.58 2,378.34 8.87% 8.87% 8.87% 3 5,549.60 7,433.08 4 5,420.43 7,235.56 5 3,955.43 5,672.01 $/Share Perpetuity Method (WAG ONLY) 20,518.34 68,814.68 51,844.02 89,333.02 37,489.01 965.2 $ 53.71 Perpetuity Method (WAG + BOOTS) 50,325.17 86,862.87 81,612.53 137,188.04 55,575.51 965.2 $ 84.56 3% 8.87% 105,264.94 27,608.08 5 68,814.68 18,048.19 Comparables Valuation Company Name CVS Health Corporation Rite Aid Corporation Wal-Mart Stores Inc. Express Scripts Holding Company Walgreen Co. High Low Median Mean High Low Median Mean Weighted Average Enterprise Value Less: Total Debt Plus: Cash Equity Value Total Shares Outstanding Intrinsic Value/Share Weight 70% 20% 8% 2% 100% TEV EBITDA 110493.0 10429.0 10532.6 1157.9 299142.9 35585.0 69332.1 5802.7 EBIT 8545.0 750.1 26590.0 3726.0 Revenue 132053.0 25943.3 480479.0 100355.9 TEV/EBITDA 10.6x 9.1x 8.4x 11.9x TEV/EBIT 12.9x 14.0x 11.3x 18.6x TEV/Revenue 0.8x 0.4x 0.6x 0.7x 62507.7 5141.0 3936.0 76392.0 12.2x 15.9x 0.8x 299142.9 10532.6 89912.6 122375.1 35585.0 1157.9 8115.9 13243.7 26590.0 750.1 6135.5 9902.8 480479.0 25943.3 116204.5 184707.8 11.9x 8.4x 9.8x 10.0x 18.6x 11.3x 13.5x 14.2x 0.8x 0.4x 0.7x 0.6x TEV/EBITDA 11.9x 8.4x 9.8x 10.0x 10.1x TEV/EBIT 18.6x 11.3x 13.5x 14.2x 13.1x TEV/Revenue 0.8x 0.4x 0.6x 0.7x 0.7x EV/EBITDA 52165.9 4,510 2,646 50,302 950 $52.93 EV/EBIT 51687.6 4,510 2,646 49,824 950 $52.42 EV/REVENUE 55807.0 4,510 2,646 53,943 950 $56.76 Average Value/Share Median Value/Share $54.04 $52.93 Price Targets DCF: WAG + BOOTS = $84.56 (23.26% return) DCF: WAG only =$53.71 Comps (average) = $54.04 Our Recommendation HOLD