UPDATE: Not a bad week! Braves win the World Series
Please see the attached Hidden Opportunities Update on The Liberty Braves Group (NASDAQ: BATRK).
Not a bad week! Braves win the World Series and Sirius XM will now qualify as an “active trade or business” or ATB for Liberty (with Formula 1 set to follow in January 2022); fair value remains $42 per share
- Today, in a 13D, Liberty Media disclosed that it had, via an exchange agreement, passed the 80% ownership threshold at Sirius XM (NASDAQ: SIRI), which precipitates the consolidation of cash flows for tax purposes and qualifies the business as an “active trade or business’ (commonly referred to as an ATB) within the Liberty Media portfolio.
- We continue to expect that Formula 1 (NASDAQ: FWONA) will also qualify as an ATB following the 5-year anniversary of its purchase by Liberty in late-January 2022.
- To be sure, Mr. Maffei, Liberty’s CEO, acknowledges that the possession of multiple ATBs “creates optionality”; that said, he caveats his comments with a familiar refrain, which is that the company has no “current plan or intent” to engage in any particular transaction (or else it would be disclosed).
- On the BATRK front specifically, in addition to the Braves winning the MLB World Series this week the Liberty Braves Group posted a 113% increase in 3Q 2021 sales to $234 million, reflecting a 118% increase in Baseball revenue to $222 million and a 50% increase in Development (i.e., real estate) revenue to $12 million, with adjusted OIBDA of $55 million (compared with $5 million in the prior year period).
- Notably, 3Q 2021 results also compare favorably with the same period in 2019 (i.e., pre-COVID) when BATRK generated sales of $212 million, comprised of $203 million in Baseball revenue and $9 million of Development revenue, with adj. OIBDA of $45 million.
- Our fair value estimate remains $42 per share for BATRK, reflecting a $40 per share valuation for the Braves, based on a ~5.5x multiple on 2022E sales, a $9 per share valuation for the company’s real estate/development assets, based on a 6% capitalization rate on stabilized net operating income, and net debt of ~$8 per share.
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UPDATE: VG tops consensus for sales and adj. EBITDA in 3Q 2021
Please see the attached Hidden Opportunities Update on Vonage Holdings Corp. (NASDAQ: VG).
VG tops consensus for sales and adj. EBITDA in 3Q 2021 and raises full-year guidance at both the VCP and Consumer segments; maintain $20 per share fair value
- Today, VG reported 3Q 2021 sales growth of ~13% to $358.3 million (versus consensus of $347.4 million), which reflected a 23% increase at VCP to ~$288 million offset by a 15% decline at Consumer to ~$70 million, with adj. EBITDA growth of 22% to $50.9 million (compared with consensus of $46.8 million). Adjusted EPS were $0.04 (versus $0.07 in the prior period and in-line with consensus.)
- For additional context on VCP sales growth of 23%, we would note that it reflected a 43% advance at API and an 8% rise at UC/CC.
- The company ended 3Q 2021 with net debt of $447 million (compared with $517 million at the end of 2020), including cash of $48 million, and a net leverage ratio below 2.3x (versus 3.0x at the end of 2020).
- In terms of guidance, VG increased its full-year 2021E financial outlook across the board (see Exhibit #1 on page 2); on a consolidated basis, the company increased its full-year sales and adjusted EBITDA guidance to $1.4-$1.409 billion and $194-$198 million (previously $1.383-$1.394 billion and $189-$194 million), respectively. The capital spending budget was lowered to $60 million (from $65 million).
- By segment, at VCP, the company projects full-year sales of $1.113-$1.21 billion (previously $1.095-$1.106 billion), including Service sales growth of 23%-24% (up from 20%-22%), along with adj. segment EBITDA of $8-$12 million (previously $4.0-$9.0 million). At Consumer, VG expects 2021E sales of $293-$301 million (up from ~$288 million) with adj. EBITDA of $186 million (previously $185 million).
- For our part, we maintain our sum of the parts fair value estimate of $20 per share; our valuation framework values VG’s Consumer business at 1.0x 2023E EBITDA and applies a blended multiple of 3.4x to VCP 2023E sales, which reflects multiples of 4.0x and 2.5x on the API and UC/CC business, respectively, while accounting for projected net debt of $475.5 million (see Exhibit #2 on page 2).
UPDATE: XPO posts 3Q 2021 results ahead of consensus
XPO posts 3Q 2021 results ahead of consensus, despite LTL performance that lagged peers, and marginally increases the mid-point of 2021E adjusted EBITDA and EPS guidance; still targeting 2022E adj. EBITDA of “at least $1 billion” at LTL; maintain fair value of $108 per share
- XPO posted 3Q 2021 sales growth of 22% to $3.270 billion (vs. consensus of $3.093 billion) with adjusted EBITDA growth of 14.5% to $307 million (vs. consensus of $297.6 million). Adjusted EPS were $0.94 (vs. consensus of $0.92 and $0.42 in the prior year period).
- By segment, XPO’s LTL segment posted an almost 15% rise in sales to $1.07 billion while adj. EBITDA fell 6.7% to $222 million. Ex-gains on real estate, the LTL operating ratio deteriorated 190 basis points to 84.4%, primarily due to increased compensation and purchased transportation costs. (For context, XPO’s LTL results lag competitors, such as SAIA and ODFL, which posted average sales growth of ~30% along with 500 and 190 bps of OR improvement to 83.5% and 72.6%, respectively, in 3Q 2021). At Truck Brokerage, sales increased ~27% to $2.26 billion while adj. EBITDA increased ~45.5% to $131 million.
- XPO generated $185 million of FCF in 3Q 2021 and ended the quarter with net debt of $3.3 billion, incl. $254 million of cash, and a leverage ratio of 2.8x. XPO targets a leverage ratio of 1.0x-2.0x in 1H 2023.
- In terms of guidance, the company tightened its adjusted EBITDA guidance to $1.228-$1.233 billion (previously $1.195-$1.235 billion), or $1.231 billion at the midpoint (which is ~1.5% above the prior mid-point of $1.215 billion but below current consensus of $1.246 billion) as well as its adj. EPS guidance to $4.15-$4.25 (compared with the previous guide of $4.00-$4.30), or $4.20 at the midpoint (which is ~1% above the prior midpoint of $4.15 and modestly ahead of the current consensus estimate of $4.17). The company increased its free cash flow guidance to $425-$475 million (from $400-$450 million) while maintaining its capital spending budget at $250-$275 million.
- For 2022E, while XPO has not provided formal guidance the company maintained its target for the LTL business to generate adjusted EBITDA “of at least $1 billion”. Longer-term, management anecdotally indicated that it sees the opportunity for “hundreds” of basis points of incremental profitability improvement at LTL.
- Fair value remains $108 per share based on a blended multiple of 11.5x multiple, reflecting 12x for LTL and 10.5x for truck brokerage, on 2022E adj. EBITDA of $1.377 billion (previously $1.39 billion).
UPDATE: OSPN tops consensus in 3Q 2021
Please see the attached Hidden Opportunities Update on OneSpan Inc. (NASDAQ: OSPN).
OSPN tops consensus in 3Q 2021 and increases the mid-point of 2021 sales and adj. EBITDA guidance; cost cuts likely to be announced before year-end with wider strategic actions in 1H 2022
- Last night, after the market close, OSPN reported 3Q 2021 results, which demonstrated a 2% increase in sales to $52.3 million (vs. consensus of $50.8 million), aided by a 38% increase in recurring revenue to $30.5 million, with adjusted EBITDA and EPS of $1.7 million and $0.03 (vs. the consensus loss expectations of $5.1 million and 0.13), respectively.
- The company ended 3Q 2021 with no debt and $98 million in net cash (or roughly $2.45 per share). During 3Q 2021, OSPN repurchased 231,000 shares for ~$4.6 million (on top of the 111,000 shares repurchased for ~$2.9 million in 2Q 2021).
- OSPN increased full-year 2021 sales and adj. EBITDA guidance to $209-$213 million (vs. its previous guide of $205-$215 million and its initial target of $215-$225 million) and a loss of $6.0-$8.0 (vs. its previous guide of $12.0-$15.0 million and its initial expectation of “approximately breakeven). Recurring revenue is now projected to grow 18%-20% (previously 17%-20% and initially 22%-26%) to $118-$120 million (vs. the previous guide of $115-$120 million and its initial target of $120-$125 million; see Exhibit #1 on page 2).
- Internally, OSPN’s Board continues its search for a permanent chief executive as well as its formulation of a “strategic action plan”. On the latter front, management indicated that initial cost reduction measures are likely to be announced before year-end but that its more formal/comprehensive plan would likely be discussed at an Investor Day in 2Q 2022.
- Our fair value estimate remains $32 per share, which values OSPN’s Hardware business at 2.5x 2022E EBITDA, applies sales multiples of 1.0x and 8.5x to the company’s legacy/non-recurring licensing and core/recurring software & services businesses, respectively, and accounts for ~$100 million of projected net cash (see Exhibit #2 on page 2).
UPDATE: XPO posts 3Q 2021 results ahead of consensus
XPO posts 3Q 2021 results ahead of consensus, despite LTL performance that lagged peers, and marginally increases the mid-point of 2021E adjusted EBITDA and EPS guidance; still targeting 2022E adj. EBITDA of “at least $1 billion” at LTL; maintain Fair Value of $108 per share
- XPO posted 3Q 2021 sales growth of 22.2% to $3.270 billion (compared with consensus of $3.093 billion) with adjusted EBITDA growth of 14.5% to $307 million (versus consensus of $297.6 million). Adjusted EPS were $0.94 (versus consensus of $0.92 and $0.42 in the prior year period).
- By segment, XPO’s LTL segment posted an almost 15% rise in sales to $1.07 billion while adj. EBITDA fell 6.7% to $222 million. Excluding gains on real estate, the LTL operating ratio (OR) deteriorated 190 basis points to 84.4%, primarily due to increased compensation and purchased transportation costs. (For context, XPO’s LTL results lag competitors, such as Saia and Old Dominion, which posted average revenue growth of ~30% along with 500 bps and 190 bps of OR improvement to 83.5% and 72.6%, respectively, in 3Q 2021). At Truck Brokerage, sales increased ~27% to $2.26 billion while adjusted EBITDA increased ~45.5% to $131 million.
- The company generated $185 million of free cash flow in 3Q 2021 and ended the quarter with net debt of $3.3 billion, including $254 million of cash, and a leverage ratio of 2.8x. The company is targeting a leverage ratio of 1.0x-2.0x in 1H 2023.
- In terms of guidance, the company tightened its adjusted EBITDA guidance to $1.228-$1.233 billion (previously $1.195-$1.235 billion), or $1.231 billion at the midpoint (which is ~1.5% above the prior mid-point of $1.215 billion but below current consensus of $1.246 billion) as well as its adj. EPS guidance to $4.15-$4.25 (compared with the previous guide of $4.00-$4.30), or $4.20 at the midpoint (which is ~1% above the prior midpoint of $4.15 and modestly ahead of the current consensus estimate of $4.17). The company increased its free cash flow guidance to $425-$475 million (from $400-$450 million) while maintaining its capital spending budget at $250-$275 million.
- For 2022E, while XPO has not provided formal guidance the company maintained its target for the LTL business to generate adjusted EBITDA “of at least $1 billion”. Longer-term, management anecdotally indicated that it sees the opportunity for “hundreds” of basis points of incremental profitability improvement at LTL.
- We maintain our fair value estimate of $108 per share based on a blended multiple of 11.5x multiple, reflecting 12x for the LTL operations and 10.5x for truck brokerage, on 2022E adj. EBITDA of $1.377 billion (previously $1.39 billion). Given the implied upside we maintain our BUY on XPO shares.
- For context, peers to XPO’s LTL operations, such as Saia Inc. (NASDAQ: SAIA) and Old Dominion (NASDAQ: ODFL), trade at ~16.0x and 21.5x 2022E EV/EBITDA, respectively, while peers to its truck brokerage businesses, such as C.H. Robinson (NASDAQ: CHRW), and Landstar System (NASDAQ: LSTR) trade, on average, at ~13x. (As well, on the M&A front, we would note that domestic truck broker, Echo Global Logistics [NASDAQ: ECHO], recently agreed to be purchased by private-equity firm, The Jordan Company, for ~12x 2022E EV/EBITDA.)
- For more details, please refer to The Spin Off Report dated April 7, 2021.
UPDATE: Drop Coverage of Bausch Health Companies Inc.
Drop Coverage of Bausch Health Companies Inc. Effective Immediately
- On November 2, 2021, before the market open, Bausch Health Companies Inc. (NYSE: BHC) released 3Q 2021 results. In conjunction with the release, the company detailed plans for the previously announced separation of both Solta and Bausch + Lomb (B+L) businesses.
- The company has previously disclosed that filings had been made with the SEC on a confidential basis in relation to the separations.
- BHC now plans to complete the partial IPO of Solta in December 2020 or January 2021, and the partial IPO of B+L approximately 30 days after the Solta IPO.
- The company expects to keep an unspecified ownership percentage of both Solta and B+L. The Solta ownership stake is expected to be retained by BHC as a strategic asset, which will be used to delever the company’s balance sheet. The B+L ownership position is expected to be distributed to BHC shareholders; however, the timing of that distribution is uncertain at this time and is subject to several conditions including lockup periods, regulatory filings, and tax opinions on the “tax efficient” nature of a potential distribution.
- Given the planned IPO of B+L versus a 100% spin-off and unknown timing/certainty of a distribution to BHC shareholders, we are dropping coverage of BHC effective immediately. We would consider re-initiating coverage of BHC post-IPO if and when more clarity arises surrounding the potential distribution to shareholders.
- Our prior estimates and fair values for BHC should no longer be relied on.
UPDATE: GXO tops consensus in first quarter as a standalone public company
Please see the attached Hidden Opportunities Update on XPO Logistics, Inc. (NYSE: XPO)/GXO Logistics, Inc. (NYSE: GXO).
GXO tops consensus in first quarter as a standalone public company; modestly increases 2021E sales and adj. EBITDA guidance and maintain 2022E outlook; fair value is $89 per share
- Today, in its first reported quarter as a standalone public company, GXO, which was spun-off from XPO Logistics (NYSE: XPO) on August 2, 2021, posted top-line growth of ~25% to $1.974 billion (versus consensus of $1.9025 billion) with a ~15% increase in adjusted EBITDA to $163 million (compared with consensus of $158 million). Adjusted EPS were $0.56 (compared with consensus of $0.51 and $0.23 in the prior year period).
- The company generated $50 million of free cash flow in 3Q 2021 and ended the quarter with net debt of $757 million, including $275 million of cash, and a net leverage ratio of 1.3x.
- In terms of guidance, the company modestly increased its 2021E outlook, which now calls for sales of $7.6-$7.8 billion (up from $7.5-$7.7 billion) with adjusted EBITDA of $607-$637 million (previously $605-$635 million). As well, the company lowered its tax rate and capital spending expectations to 25%-27% (from 26%-28%) and $225-$250 million (previously $240-$250 million), respectively.
- For 2022E, GXO maintained its previously articulated guidance calling for organic top-line growth of 8%-12% with adjusted EBITDA of $705-$740 million (and adjusted EBITDA of ~$1.5 billion).
- Longer-term, management has anecdotally suggested that GXO can sustain “double-digit” sales and adj. EBITDA growth as, at least thematically, the company sees “secular tailwinds” from E-Commerce, Automation and Outsourcing underpinning the opportunity in a large (i.e., TAM of ~$430 billion) and fragmented (i.e., top 5 players control less than ~25%) market.
- Applying a 15x multiple to 2022E EBITDA of $735 million, which is roughly in-line with IFRS adjusted peers, such as Clipper Logistics (CLG LN), ID Logistics (IDL FP) and Kuehne + Nagel (KNIN SW), as well as management’s “mid-teens” commentary, implies a fair value estimate of $89 per share for GXO (see Exhibit #1 on page 2). Fair value for XPO Logistics remains $108 per share.