The tale of Dick Smith and Anchorage Capital:
Turning $10m into $500m in 2 years
You may recently have heard, Dick Smith has closed all it’s stores and fired close to 3000 staff. The backdrop to this involves Anchorage Capital and a $520m pay-day. The outcome has raised red-hot debate over the private equity industry, which may have important implications in the future.
So how did Anchorage Capital pull off such a remarkable feat, buying Dick Smith for $10m, and turning it into $520m, returning over 5200% in 2 years?
Part 1: Buying a $115m business for $10m
They set up a holding company called Dick Smith sub-holdings, which they used to acquire Dick Smith for $115m. Notes to the accounts show that only $20m was initially paid by the holding company, though Dick Smith already had $12.6m in cash. Digging further into the financial statements, Dick Smith sub-holdings was only created with $10m of capital. It seems likely that this was the initial contribution upfront.
So if Anchorage Capital only contributed $10m, where did the other $105m come from? This is where the magic happens. The answer is from Dick Smith’s balance sheet. First, they marked down the assets of the business as much as possible as part of the acquisition process. $58m was written off from inventory, $55m from PP&E and $8m in provisions were taken. This is an important short-term step because they want to sell off a large part of the inventory without racking up losses, as this would show up in financial statements and make the business hard to float. Now they can liquidate inventory quickly without racking up losses (i.e. have a big clearance sale). Inventory worth $371m, written down to $312m, within the space of 6 months, dropped to just $171m.
The reduction in inventory produced a gigantic operating cash flow, which essentially was from selling off all the inventory and then not buying any to restock. They used this cashflow from the Dick Smith business to fund the outstanding payments for the acquisition.
Voila, buy a business for $115m using only $10m of money from your own pocket.
Part 2: Selling a $115m business for $520m
Equity markets investors don’t care how much cash has been ripped out of the business, they care more about profit.
Now Anchorage Capital has to turn its focus to profit, hence the income statement, to make the business look as profitable as possible. The big clearance sale in the earlier year means there is essentially no old stock to start 2014, that’s extremely beneficial in consumer electronics where products have rapid obsolescence. The marked down inventory will still have some benefit flowing into the year. The PP&E write-downs means there is less depreciation flowing into into the income statement. These things combined can turn a profit of $7m in 2013, to $40m forecast profit in 2014. This allows Anchorage Capital to forecast huge profit numbers and on the back of this, float the business for $520m. Anchorage Capital quietly sold their shares later in 2014 and walked away with a cool half billion dollars.
Part 3: The aftermath
All the ‘financial engineering’ above has consequences. By the end of 2014, inventory increased back up to $254m and doing so meant payables to suppliers increased by $95m. However, end of FY2015 is when things went off the hook. Operating cash flows go into the negative and as suppliers demand payment, Dick Smith has to take out $71m in debt to maintain a more sustainable working capital. The positive effects of the inventory write-downs and other provisions have worn off by now and profit margins plummet.
Eventually the situation worsened and recently, Dick Smith made the decision to fire-sale all of it’s stock, close all it’s stores and make around 3000 employees redundant.
This buyout and float has raised many questions about the morality and legality of the private equity industry.
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