XLS Eng
XLS Eng
XLS Eng
$ millions)
2001 2002 2003 2004 2005 2006 2007
Income Statement
Net sales 943.2 988.4 1,080.3 1,216.2 1,358.5 1,501.1 1,271.4
Cost of goods sold 784.7 823.3 898.8 1,016.7 1,131.6 1,265.4 1,143.0
Gross profit 158.5 165.1 181.5 199.5 226.9 235.7 128.4
SG&A 108.5 110.7 119.9 135.0 150.8 169.6 160.2
Depreciation and amortization 6.5 15.8 16.1 19.7 34.5 35.1 41.2
Operating profit 43.5 38.5 45.5 44.8 41.5 30.9 (73.0)
Restructuring charges - - - - - - -
Loss on asset impairment - - - - - - -
Interest expense 2.4 1.4 1.0 2.3 11.5 14.4 22.6
Income tax expense 14.4 13.0 15.6 14.9 10.5 5.8 (33.1)
Net income 26.7 24.1 28.9 27.6 19.5 10.7 (62.5)
Number of preferred shares outstanding (million) 25.0 25.0 25.0 25.0 25.0 25.0 25.0
Preferred dividends (U.S. $ millions) $4.50 $4.50 $4.50 $4.50 $4.50 $4.50 $4.50
Number of common shares outstanding (million) 64.8 64.8 64.8 64.8 64.8 64.8 64.8
EPS (common stock) $0.34 $0.30 $0.38 $0.36 $0.23 $0.10 $(1.03)
Common dividend per share $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10
Share price $10.50 $12.60 $13.41 $13.30 $12.70 $10.74 $8.40
Long-term debt
Fixed/3.5% p.a., senior unsecured notes, due 4/15/2014 81.4
Fixed/6.5% p.a., subordinated convertible debenture, due 6/15/2016 170.0
Equity
$3.00 preferred stockb 75.0
Common stockc (8.1)
Exhibit 4b: Five-Year Cash Flow Projection for Pinewood - Assuming Sale of EcoLiving, 2011-2015 (U.S. $ millions)
2011 2012 2013 2014
Sales growth 3.5% 3.5% 3.0% 2.5%
Gross margin 11.5% 11.5% 12.0% 12.0%
Operating margin 1.0% 2.0% 2.5% 3.5%
Sales 507.3 525.1 540.8 554.4
Gross profits 58.3 60.4 64.9 66.5
Operating profits 5.1 10.5 13.5 19.4
Income tax 1.8 3.7 4.7 6.8
Net operating profits after tax 3.3 6.8 8.8 12.6
Depreciation & amortization 12.2 13.0 13.5 13.8
Change in Net WC and accrued taxes 2.2 (3.5) (3.3) (2.2)
Capex 4.1 2.6 2.8 2.9
FCFb 9.2 20.7 22.8 25.7
a
Perpetual growth of FCF after 2015 is assumed to be 3.5%
b
Perpetual growth of FCF after 2015 is assumed to be 2.5%
U.S. $ millions)
2015
3.5%
13.5%
4.5%
1,130.7
152.6
50.9
17.8
33.1
31.1
(5.1)
9.9
59.4
2015
2.5%
12.5%
3.5%
568.2
71.0
19.9
7.0
12.9
14.0
(1.4)
2.1
26.2
Exhibit 5: Selected Capital Markets Information and Pinewood's Equity Beta as of March 1, 2011
Treasury ratesa
3-month Treasury bill 0.14%
1-year Treasury note 0.23%
10-year Treasury note 3.41%
Equity beta
2.02
2.42
1.48
2.69
Exhibit 7: Outline of the Proposed Exchange Offer (U.S. $ millions)
Old securities Principal Original Maturity Security Market price
value interest/ as of March
dividend rate 2011
a
Principal value includes liquidation value plus accumulated arrearage of $6.75 million.
Proposed exchange offer Required Interest on new Maturity
acceptance debt of new debt
For each $1,000 face value of existing debt, receive $1,050 of new term 100% Libor plus 1.5% 03/31/16
loan. Principal terms of new debt: interest rate: Libor plus 1.5%;
Maturity, March 31, 2016; amortization schedule: equal annual
amortization payments beginning March 31, 2013; optional redemption:
permitted for whole principal at any time after March 31, 2013; security:
first lien on virtually all assets; restrictive covenants: same as under old
debt contract, but different thresholds.
For each $1,000 face value of existing debt, receive $640 of new senior 85% 5.5% 03/31/18
unsecured notes plus 517 shares of new common stock, representing
21.32% of reorganized common equity. Principal terms of new bond:
Coupon rate: 5.5%; maturity: March, 31, 2018; amortization schedule:
equal annual payments beginning March 31, 2013 to retire 75% of the
principal before maturity; optional redemption: none; security: second
lien on virtually all assets; restrictive covenants: identical to covenants
in new bank debt.
For each $1,000 face value of existing debt, receive $250 of new 85% 7.0% 12/15/19
subordinated bond plus 644 shares of new common stock, representing
36.97% of the reorganized common stock, plus 10-year warrants to
purchase 50 shares of new common stock with a strike price of $7.
Principal terms of the new bond: Interest rate: 7%; maturity: December,
15, 2019; principal due at maturity; optional redemption: permitted for
whole principal at any time after December 31, 2015; security: not
secured; restrictive covenants: none.
For each preferred share, receive 2.35 shares of new common stock, 67% n/a n/a
representing 19.84% of the reorganized common stock, plus 10-year
warrants to purchase 1 share of new common stock with a strike price of
$7.
Retain 64.8 million outstanding common shares, representing 21.88% of n/a n/a
the reorganized common stock.
f $6.75 million.
Exhibit 8: Pro Forma Effects of Proposed Exchange Offer on Pinewood Capitalization (U.S. $ millions)
Minimum Needed
Pre-Exchange 100% Acceptancea
Acceptanceb
Short-term debt
Secured bank revolving facility 215.0 - -
Current portion of senior unsecured notesc 40.7 - 6.1
Long-term debt
Secured bank debt - 225.8 225.8
Senior unsecured notes 81.4 78.2 78.7
Subordinated debenture 170.0 42.5 61.6
Equity
$3.00 preferred stock 75.0 - 24.8
Common stock (8.1) 227.6 177.1
Leverage
Debt to equity 6.6% 5.3% 9.8% 34.2% 39.5% 65.2% 92.4%
Debt to capitalization 6.1% 5.0% 8.9% 25.5% 28.3% 39.5% 48.0%
Interest coverage ratio - - 61.7x 28.0x 6.6x 4.6x -
Liquidity ratios
Current ratio 1.9x 1.9x 1.5x 2.4x 2.0x 2.1x 1.5x
Quick ratio 0.9x 0.9x 0.7x 1.2x 1.1x 1.2x 0.9x
Valuation
P/E 30.6x 41.6x 35.6x 37.3x 54.9x 111.9x -
P/B 2.6x 3.0x 3.0x 2.8x 2.6x 2.2x 2.2x
2008 2009 2010
- - -
1.7x 1.7x -
Exhibit TN-2: Estimated Distributions to Claimants Based on Liquidation of Assets (U.S. $ millions)
Market value
Assets
Cash 20.3
Receivable and inventory 221.2
PP&E 217.6
Miscellaneous assets 4.7
Total 463.8
Claims
Revolving loan facility (face amount $215) 215.0
Senior unsecured notes (face amount $122.1 @ 65 1/2) 80.0
Subordinated convertible debenture (face amount $170.0 @ 24 1/4) 41.2
Trade claims (face amount $79.9 assuming @ 29) 23.2
Preferred equity (25 million shares @ $1.35) 33.8
Common equity (64.8 million shares @ $1.09) 70.6
Total 463.8
Exhibit TN-3: Estimation of WACC
First, calculate the beta of a hypothetical all-equity firm in the industry based on the four comparable
firms listed in case Exhibit 6. The calculation is based on the formula below, where E stands for market
capitalization and D stands for total debt:
_= ( _/((+
(()(/))
King Enterprises: (unlevered) =2.02/ ((1 + (1 - 0.35) * 127.8%)) = 1.10
Dycon Industries: (unlevered) = 2.42 / ((1 + (1 - 0.35) * 174.7%)) = 1.13
Timeline Homes: (unlevered) = 1.48 / ((1 + (1 - 0.35) * 43.1%)) = 1.16
Cove Harbor Homes: (unlevered) = 2.69 / ((1 + (1 - 0.35) * 230.0%)) = 1.08
The unlevered industry beta is calculated as the weighted average of the unlevered betas by their market
cap. (unlevered) = 1.11
Second, using CAPM with capital market data provided in case Exhibit 5, we get the cost of unlevered
equity of the industry:
_=_+_ ( __) 10.19%
Finally, in order to determine the cost of capital of Pinewood we need to know their target leverage ratio,
which can be reflected in their historical levels or estimated using industry leverage. However, given
that the industry was likely in distress the industry average should not be used as the target. Instead,
students may use the average debt to capitalization ratio (35% from Exhibit TN-1) and debt to equity
ratio (58% from Exhibit TN-1) of Pinewood during its expansion period from 2004 to 2007 as the target
for calculating WACC. Using the equation above we can calculate the cost of levered equity:
_=_(+(()(/))
1.53
Exhibit TN-4b: Estimation of Pinewood Value Based on DCF Approach - Assuming Sale of EcoLiving
(U.S. $ millions)
2011 2012 2013 2014 2015
WACC 9.81%
Estimated Enterprise Value of Pinewood (Base Case: WACC @ 9.81%, perpetual growth @ 3.5%) 780.5
Less:
Revolving loan facility (at 105% face amount $215) 225.8
Senior unsecured notes (64% of face amount $122.1) 78.2
Subordinated convertible debenture (25% of face amount $170.0) 42.5
Estimated value of common stock 434.1
Estimated Enterprise Value of Pinewood (Worst Case: WACC @ 11%, perpetual growth @ 2.0%) 563.4
Less:
Revolving loan facility (at 105% face amount $215) 225.8
Senior unsecured notes (64% of face amount $122.1) 78.2
Subordinated convertible debenture (25% of face amount $170.0) 42.5
Estimated value of common stock 217.0
Note: It is important to recognize that the allocation of enterprise value calculated in Exhibit TN-6 implicitly assumes that trade credit
will be paid at 100% of face value in the ordinary course of running the business going forward. It will not suffer any haircut in the
proposed out-of-court restructuring
Exhibit TN-7a: Estimated Value of Distributions to Claimants Based on Sale of Company Assets (U.S. $ millions)
Sale price
Less:
Revolving loan facility
Senior unsecured notes
Subordinated convertible debenture
Trade claims
Preferred equity
Estimated value of common stock
Exhibit TN-7b: Estimated Value of Distributions to Claimants Based on Sale of EcoLiving Assets and Other Assets (U.S. $ millions)
Assets
EcoLiving Homes
Other assetsa
Total
Less:
Revolving loan facility
Senior unsecured notes
Subordinated convertible debenture
Trade claims
Preferred equity
Estimated value of common stock
215.0
122.1
137.0
70.9
-
0.0
Recovery relative to
market value 3/1/11
100.0%
152.6%
332.4%
-
-
-
365.0
190.0
555.0
215.0
122.1
144.9
73.0
-
0.0
Recovery relative to
market value 3/1/11
100.0%
152.6%
351.5%
-
-
-
Exhibit TN-8: Calculation of Values for the Top Panel of Exhibit TN-7a Showing How a Subordination
Agreement Works ($ millions)
Sale Price 545.0
Less: Secured Debt 215.0
Available for Unsecured Creditors 330.0