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Perspectives on Book Value
Mick McGuire, Marcato Capital Management

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PerspectivesonBookValue:
FindingHiddenValueontheBalanceSheet
October2012

Disclosures

This document is confidential and intended solely for the addressee and may not be published or distributed without the express
written consent of Marcato Capital Management, LLC (Marcato). This document is not intended for public use or distribution.
This document does not constitute either an offer to sell or a solicitation of an offer to buy any interest in any fund associated
with Marcato. Any such offer would only be made at the time a qualified offeree receives the funds confidential offering
memorandum and related subscription documentation (together, the Offering Documents). To the extent, therefore, there is
any inconsistency between this document and the Offering Documents, the Offering Documents govern in all respects.
Figures provided herein are rounded as applicable. Information contained herein is believed to be accurate and/or derived
from sources which Marcato believes to be reliable; however Marcato disclaims any and all liability as to the completeness or
accuracy of the information contained herein and for any omissions of material facts.
Securities or investment ideas are presented to illustrate Marcatos typical research process and not to suggest or show
profitability of any or all transactions. There should be no assumption that any specific portfolio securities identified and
described herein were or will be profitable. Marcato may, at any time, reevaluate its holdings in any such positions.

<1>

Conservative Accounting Rules For Property Create Opportunity

Under GAAP Codification Section 360, land is recorded at cost and is then
subject to an ongoing recoverability/impairment test. In most all cases, the
carrying value of the land at any point in time is the lower of cost or fair
value.

This can lead to major understatements when the market value of a


property is well above its original cost, and often occurs when the property
in question is very old.

Source: FASB.

<2>

Undervalued Land On The Balance Sheet

I. Alexander & Baldwin (ALEX)


II. Gencorp (GY)
III. Brookfield Residential Properties (BRP)

<3>

I. Alexander & Baldwin (ALEX)

<4>

Alexander & Baldwin, Inc.


Alexander & Baldwin is one of the most important companies in
Hawaiis history and present-day economy
Founded as a sugar plantation in 1870 in Hawaii, Alexander &
Baldwin owns real estate businesses
7.9 million square feet of developed GLA on Hawaii and the U.S.
mainland

Ticker: ALEX
Recent Stock Price: $30 (1)

Real estate development pipeline on Hawaii comprising ~88,000 acres

Capitalization:
Equity Market Value: $1.3 billion
Total Enterprise Value: $1.5 billion

Operating Statistics (2):


2011 Revenue: $272 million
2011 EBITDA: $86 million

Source: Company documents


(1) All financials in this presentation assume a stock price of $30
(2) Excludes discontinued operations

<5>

A&B Properties, Inc.


7.9m of commercial GLA on Hawaii and the U.S. mainland
Acquired by reinvesting proceeds of property sales over time through taxdeferred 1031 exchanges
Diversified across office, retail, industrial
Currently 92% leased and generating income

Development pipeline in Hawaii


Resort and residential properties in different stages of development
Fully owned projects comprising ~620 entitled acres
JV projects requiring minimal cash contributions, comprising over 1,000
acres

Ownership of additional hidden land assets


>75,000 additional acres on Maui and Kauai for potential future
development
Extremely low basis given acquisition circa ~1870
Currently being farmed as a holding strategy

Source: Company documents

<6>

ALEX: Balance Sheet Snapshot

Completed development
properties for sale

JV development projects

Fully owned development


projects

Retained investment properties


(ie, leased CRE)

Source: Company documents

<7>

An NAV Calculation Will Include All of ALEXs Real Estate Assets

A bottoms-up analysis
requires an assessment of
three different categories
of assets

Leased, income-generating commercial real


estate portfolio

Easy to Value

Hawaii
Mainland

Development pipeline in Hawaii


Fully owned projects
JVs

Additional land assets


Low basis land for potential future development,
currently being farmed as a holding strategy,
comprising roughly 20% of Maui and 15% of Kauai

Source: Company documents

Harder to Value

<8>

Leased Commercial Properties: Hawaii


We believe ALEXs leased commercial real estate on Hawaii is worth over $400m

Industrial

Occupancy
2009
2010
96%
86%

2011
89%

Recent
Ow ned
Market
Sq. Ft. Price / Sq Ft.
564,800
$100

Office

90%

91%

92%

185,800

150

28

Retail

96%

95%

92%

694,980

400

278

11,770

5,000

59

Unimproved Land (1)


Total Value
2011 NOI
Blended cap rate
Value

Value
$56

$421
$26.5
6.5%
$408

$26.5
6.0%
$442

Source: Company documents, Marcato estimates


(1) Represents land leased to third parties and included in reported
NOI. Numbers represent acres and $ / acre
<9>

Leased Commercial Properties: Mainland


We believe ALEXs leased commercial real estate on the mainland is worth close to $500m today,
and could be worth more as rents and occupancy improve from cyclically depressed levels

Industrial

Occupancy
2009
2010
82%
83%

2011
95%

Recent
Ow ned
Market
Sq. Ft. Price / Sq Ft.
4,466,800
$50

Office

86%

84%

84%

1,267,800

150

190

Retail

90%

91%

88%

726,000

175

127

28

Unimproved Land

(1)

Total Value

Value
$223

$541

2011 NOI
Blended cap rate
Value

$34.3
7.5%
$457

$34.3
6.5%
$528

Source: Company documents, Marcato estimates


(1) Numbers represent acres and $ / acre

< 10 >

ALEX: Valuation

Balance Sheet
Value
Com m ercial RE Portfolio
Haw aii
Mainland
Total
Property Under Developm ent
Wholly Ow ned
JV
Total

$819

Market
Value Per Share
$425
493
$917

$10.02
11.62
$21.63

(120)
(224)
$573

(2.83)
(5.28)
$13.52
$30.00
(54.9%)

Land
Less: Corporate (1)
Less: Debt
Equity Value
Current Stock Price
% Premium / (Discount) to Current

0
(224)

Source: Company documents, Marcato estimates


(1) Estimated at $15m of pre-tax expenses per year, capitalized at 8x

< 11 >

Map of Important Development Projects

Maui

Kauai

Maui Business
Park II
Haliimaile

Wailea

Kukuiula

Source: Company documents


< 12 >

Fully Owned Development Projects: Wailea

Wailea resort originally developed by ALEX and sold to


Shinwa Golf Group in 1989
270 fully zoned, undeveloped acres at Wailea reacquired
in 2003 for $67m
Subsequently sold 70 acres in 2004 for $70m
Contributed 25 acres to Kai Malu JV with Armstrong Builders

Remaining acreage in various stages of development


Planned for ~800 homes

Source: Company documents

< 13 >

Fully Owned Development Projects: Maui Business Park II

Phase II of ALEXs Maui Business Park comprises 179 acres of


industrial zoned lands in central Kahului, close to the airport
and harbor
Final zoning approval received in 2008 and infrastructure
work completed in 2011
Planned for 160, -acre lots
Sales and leasing have begun
4-acre anchor parcel sold to Costco in January 2012 at ~$1.5m
/ acre

Source: Company documents

< 14 >

Fully Owned Development Projects: Waihonua at Kewalo

2-acre urban Honolulu parcel acquired by ALEX in 2Q10


for highrise condominium development
Extremely well located in the Ala Moana corridor near
shopping, restaurants, and beaches
Successfully navigated complex permitting process
Limited new product in supply-constrained market

341 units planned on 43 floors


One-, two-, and three-bedroom residences averaging 1,000 square feet
257 units sold as of August 2012 (236 binding sales averaging >$700 / sq.
ft.)

Source: Company documents

< 15 >

Fully Owned Development Properties: DCFs

Fully ow ned Developm ent Properties


Wailea - under development (ex Kai Malu JV)
Bluffs at Wailea
Ridge at Wailea
Wailea MF-7
Wailea - future developments
Wailea SF-8
Wailea MF-10 (Residential)
Wailea MF-10 (Commercial)
Wailea MF-6
Wailea MF-16
Wailea - Other
Wailea - Subtotal
Haliimaile
Kane Street (Residential)
Kane Street (Commercial)
Kahului Tow n Center (Residential)
Kahului Tow n Center (Commercial)
Maui Business Park II
Port Allen Residential - Kai Olino
Keola Lai (mostly sold)
Waihonua - Honolulu
Brydesw ood
Total Fully Ow ned Developm ent

Entitled
Acres
27
7
7
13
140
13
14
23
7
83
63
4
19
179
4
3
2

Value
per Acre

Units /
Sq. Ft

Avg.
Sale Price

Sales
Proceeds

Costs to
Com plete

Net
Proceeds

Tax
Basis

Tax
Years to
Rate Com plete

Discount
Rate

NPV

12
9
75

$1.5
1.5
1.3

$18.0
13.5
97.5

$0.0
0.0
84.0

$18.0
13.5
13.5

$9.0
8.0
90.0

35%
35%
35%

0
0
3

15%
15%
15%

$14.9
11.6
8.3

90
45
65,000
60
20

0.3
1.3
350.0
1.3
1.3

27.0
58.5
22.8
78.0
26.0

25.0
40.0
16.0
14.0
7.0

2.0
18.5
6.8
64.0
19.0

25.0
40.0
20.0
20.0
10.0

35%
35%
35%
35%
35%

5
5
5
2
3

15%
15%
15%
15%
15%

170
103
20,000
440
240,000
160
75
10
341
24

0.4
0.5
300.0
0.5
300.0
1.0
0.5
0.6
0.7
1.8

68.0
51.5
6.0
220.0
72.0
160.0
37.5
6.0
238.7
43.2

34.0
32.0
2.0
200.0
53.0
82.0
19.0
0.0
185.0
15.0

34.0
19.5
4.0
20.0
19.0
78.0
18.5
6.0
53.7
28.2

35.0
33.0
2.0
202.0
53.0
95.0
30.0
5.1
206.0
17.0

35%
35%
35%
35%
35%
35%
35%
35%
35%
35%

5
3
3
4
4
2
4
0
3
3

15%
15%
15%
15%
15%
15%
15%
15%
15%
15%

0.9
8.1
2.9
35.5
10.2
49.8
$142.0
15.1
9.9
1.7
9.8
7.1
44.9
11.3
5.7
32.2
14.5
$294

0.6

441

We note that in 2006, Goldman Sachs performed DCFs of Wailea and


Haliimaile, valuing the projects at $144m and $186m, respectively. (1)

Source: ALEX Real Estate Supplements, Marcato estimates


(1) Goldman Sachs Initiation Report, January 11, 2006

< 16 >

Fully Owned Development Projects

We believe ALEXs fully


owned development
projects are worth
roughly ~$294 million

Wailea
Maui Business Park II
Waihonua - Honolulu
Kahului Tow n Center
Haliimaile
Brydesw ood
Kane Street
Port Allen Residential
Keola Lai
Total Fully Ow ned Developm ent

Source: Company documents, Marcato estimates

Entitled
Acres
167
179
2
19
63
4
4
3
441

Value
$142
45
32
17
15
14
12
11
6
$294

< 17 >

JV Development Projects: Kukuiula

77% interest in JV with DMB Associates


1,000 acre master planned community on Kauai
Up to 1,500 units planned
High end resort / residential with price points $1 - $4 million / lot
Amenities include golf course, spa, country club, water access, trails, parks
79,000 sq. ft. commercial retail center opened for business in August 2009
and construction is complete on 178 lots
Construction of all amenities completed
88 lots sold to date

Source: Company documents

< 18 >

JV Development Properties: DCFs

JV Developm ent Properties


Kukui'ula
Kukui'ula Village
Kai Malu at Wailea (mostly sold)
Ka Milo
Palmdale Trade & Commerce Center
Crossroads Plaza
Bakersfield - Panama Grove
Santa Barbara Ranch
Total JVs

Koloa, Kauai
Koloa, Kauai
Wailea, Maui
Kona, Big Island
Palmdale, CA
Valencia, CA
Bakersfield, CA
Santa Barbara, CA

Acres
1,000
10
25
31
18
7
57
22
1,170

Units /
Sq. Ft
1,100
83,200
12
113
315,000
56,000
575,000

Avg.
Sale Price
$1.5
800.0
1.3
1.2
150.0
150.0
150.0

Sales
Proceeds
$1,650.0

Costs to
Com plete
$412.0

Net
Proceeds
$1,238.0

Tax
Basis
$810.0

Tax
Years to
Rate Com plete
35%
10

Discount
Rate
15%

15.6
135.6
47.3

0.0
113.0
41.0

15.6
22.6
6.3

10.0
120.0
45.0

35%
35%
35%

0
4
5

15%
15%
15%

86.3

79.0

7.3

90.0

35%

15%

%
Ow ned
77%
60%
50%
50%
50%
50%
50%

NPV
$343.7
39.9
6.8
6.1
1.4
4.2
2.1
0.0
$404

We note that in 2006, Goldman Sachs performed a DCF of Kukuiula,


valuing the project at $288m, before ALEX increased its project
ownership from 60% to 77%. (1)

Source: ALEX Real Estate Supplements, Marcato estimates


(1) Goldman Sachs Initiation Report, January 11, 2006

< 19 >

JV Development Projects

We believe ALEXs JV
development projects
are conservatively worth
roughly ~$404 million

Kukui'ula
Kukui'ula Village
Kai Malu at Wailea (mostly sold)
Other
Total JV Developm ent

Source: Company documents, Marcato estimates

Acres
1,000
10
25
135
1,170

Value
$344
40
7
14
$404

< 20 >

ALEX: Valuation

Balance Sheet
Value
Com m ercial RE Portfolio
Haw aii
Mainland
Total
Property Under Developm ent
Wholly Ow ned
JV
Total

Market
Value Per Share

$819

$425
493
$917

$10.02
11.62
$21.63

$159
291
$449

$294
404
$698

$6.93
9.53
$16.46

0
(224)

(120)
(224)
$1,271

(2.83)
(5.28)
$29.99
$30.00
(0.0%)

Land
Less: Corporate (1)
Less: Debt
Equity Value
Current Stock Price
% Premium to Current

Source: Company documents, Marcato estimates


(1) Estimated at $15m of pre-tax expenses per year, capitalized at 8x

< 21 >

Additional Legacy Land Assets Provide Hidden Value


ALEX owns 20% of the island of Maui and 15% of the island of Kauai, and a higher
proportion of usable land
This land was acquired circa 1870 and is carried on ALEXs books at $150 / acre (~$13m)

Source: Company documents

< 22 >

Recent ALEX Land Sales Average $27,000 / Acre

ALEX Ag Land Sales Transactions - Last 5 Years


Avg Price
High
Total Acres Sold Per Acre
0 - 5 Acres
10
$107,300
$175,000
5 - 20 Acres
67
61,300
167,800
20 - 100 Acres
260
25,900
40,700
100+ Acres
649
22,800
29,000
Total
986
$27,100
$175,000

Low
$11,500
24,300
14,000
11,300
$11,300

Source: Company documents


< 23 >

Recent Comparable Land Sales Average >$30,000 / Acre


Maui Ag Land Sale Com ps - Last 5 Years

5 - 20 Acres
20 - 100 Acres
100+ Acres
Total

# of
Total
Transactions Acres Sold
40
350
17
630
8
2,900
65
3,880

Avg
Acres Per
Transaction
9
37
361
60

Avg Price
Per Acre
$95,600
51,700
18,300
$30,700

High
$295,000
197,800
50,100
$295,000

Low
$24,300
8,300
11,300
$8,300

Avg
Acres Per
Transaction
9
23
346
52

Avg Price
Per Acre
$111,000
68,700
17,200
$32,100

High
$297,700
86,400
35,100
$297,700

Low
$25,000
27,700
3,700
$3,700

Kauai Ag Land Sale Com ps - Last 5 Years

5 - 20 Acres
20 - 100 Acres
100+ Acres
Total

# of
Total
Transactions Acres Sold
32
300
3
70
5
1,730
40
2,100

Source: Company documents


< 24 >

Comparable Land Sales: Maui Land & Pineapple Company


In recent years, Maui Land & Pineapple Company (NYSE: MLP), formed in the 1960s from ALEX
landholdings in west Maui, has sold agricultural land at an average of over $20,000 / acre
MLPs precedent land sales provide additional data points for valuing ALEXs excess land:

Maui Land & Pineapple Precedent Land Sales


Date
Acres
$ / Acre Description
Jan-12
89
$16,854 Upcountry Maui (1)
Mar-10
128
13,281 Upcountry Maui (1)
2008
111
39,460 Upcountry Maui
2007
683
29,136 Upcountry Maui
2006
2,200
15,227 Upcountry Maui
2005
640
44,063 Upcountry Maui (2)
Q1-2002
9
70,112 Upcountry Maui
Total
3,860
$23,267

Source: Maui Land & Pineapple Company documents


(1) We believe these were forced sales, as MLP is in financial distress
(2) Consideration included 1 acre in west Maui valued at $350k

< 25 >

Lease Income: Cap Rate Valuation


We note that, in recent years, ALEX has leased some of its agricultural land to third parties, and
earned $333 - $584 of NOI per acre
Valuing this acreage on a cap rate basis supports a valuation of ~$6,700 per acre for ALEXs
agricultural landholdings

NOI from leasing unimproved land in Haw aii


Unimproved land leased to third parties in Haw aii
Market rent / avg leased acres of ag land
Assumed "Normalized" Market Rent / Acre
Cap Rate
Im plied Value / Acre of Ag Land

2007
$8.5
10,183

2008
$6.2
11,054
$584

2009
$4.6
10,220
$432

2010
$3.8
9,260
$390

2011
$3.5
11,770
$333

Average

$435

$435
6.5%
$6,690

Source: ALEX Real Estate Supplements, Marcato estimates


< 26 >

Additional Land Value


Value of Ag Land

Methodology
Lease Value
Maui Land & Pineapple Value
Historical ALEX Sales
Land Comps

Adjusted
Value
Value
Per Acre Per Acre (1)
$6,690
$6,690
23,267
7,586
27,100
8,836
30,700
10,010

Acres
46,005
46,005
46,005
46,005

Total
Value
$308
349
407
461

Value
Per Acre
$675,000
0

Acres
177
29,170

Total
Value
$119
0

EBITDA
$34

Multiple
4.5x

Value
$154

(2)

Plus: Other Land

Additional Entitled Land


Conservation Land

(3)

Total Land Value


Low
Per Share
High
Per Share

$582
$13.72
$734
$17.32

Plus: Value of Agricultural Operations


LTM Agribusiness EBITDA

Source: Company documents, Marcato estimates


(1) Adjusted for taxes and time value of money
(2) Represents all of ALEXs agricultural land, excluding the 11,770 agricultural acres leased to third parties in 2011, the
income from which was included in the NOI of the Hawaiian leased commercial properties
(3) Includes entitled acreage not included in the 441 acres of fully owned development projects for which we
performed DCFs
< 27 >

ALEX: Valuation
Balance Sheet
Value
Com m ercial RE Portfolio
Haw aii
Mainland
Total
Property Under Developm ent
Wholly Ow ned
JV
Total
Land (1)
Less: Corporate (2)
Less: Debt
Equity Value
Current Stock Price
% Premium to Current

Market Value
Low
High

Per Share
Low
High

$819

$425
493
$917

$425
493
$917

$10.02
11.62
$21.63

$10.02
11.62
$21.63

$159
291
$449

$294
404
$698

$294
404
$698

$6.93
9.53
$16.46

$6.93
9.53
$16.46

$13

$582

$734

$13.72

$17.32

0
(224)

(120)
(120)
(224)
(224)
$1,853 $2,006

(2.83)
(2.83)
(5.28)
(5.28)
$43.70 $47.30
$30.00 $30.00
45.7% 57.7%

Source: Company documents, Marcato estimates


(1) Balance sheet value of land estimated based on Company comments of $150 / acre
carrying value
(2) Estimated at $15m of pre-tax expenses per year, capitalized at 8x

< 28 >

II. Gencorp (GY)

< 29 >

GenCorp, Inc.
GenCorp is a supplier of propulsion technologies to the
aerospace and defense industries
Longstanding reputation as a highly regarded supplier
Founded in the 1950s by Cal Tech scientists

Ticker: GY
Stock Price: $9.75 (1)

Technologies used on NASA missions since inception of U.S. space


program

Capitalization:
Equity market value: $600 million
Enterprise Value: $700 million

Operating Statistics:

Valuation Multiples:

LTM Revenue: $930 million


LTM EBITDAP(2): $113 million

EV / EBITDAP(2): 6.2x

LTM CapEx: $27 million

EV / EBITDAP(2) CapEx: 8.2x

LTM Free Cash Flow: $69 million

FCF Yield: 11.5%

Source: Company and other public documents


(1) All financials in this presentation assume a stock price of $9.75
(2) Earnings before interest, taxes, depreciation & amortization, and non-cash pension expenses

< 30 >

Balance Sheet Snapshot of GY Real Estate Value

Source: Company documents

< 31 >

GY Owns Several Excess Real Estate Assets


12,000 acres of contiguous, developable raw land adjacent to a major highway in
Sacramento
GY originally acquired this land in the 1950s to test its propulsion systems, but stopped all
tests there over a decade ago
1950s acquisition led to low book value (~$64m)
GY plans to turn 6,000 clean acres into a Master-Planned Community (MPC) called
Easton, currently in different stages of zoning and development
These acres were never used for testing, but were a buffer between the test sites
and civilization
310k square feet of excess Sacramento office space leased to third parties
580 acres in Chino Hills, CA

Source: Company documents

< 32 >

Civilization Has Encroached on the Sacramento Raw Land


In the 55 years since Aerojet acquired the land, civilization has encroached such that it is now
in a very desirable location, adjacent to a main highway, adjacent to public transportation,
and close to schools and retail and commercial districts

< 33 >

Easton Development in Progress


GY has extensive plans
to turn the 6,000 clean
acres into a master
planned community
called Easton, in five
separate phases

Entitlement and zoning


are in place for the first
1,400 acres
(Glenborough and
Easton Place), with
detailed plans for
residential, commercial,
and office property
development

Source: http://easton-ca.com

< 34 >

Recent Land Sale Comp Available


In late 2010, prominent
Sacramento developer
AKT paid $49,000 / acre
for 17,000 acres of
comparable raw land, in
a less desirable location

GY Land

Source: Sacramento Business Journal

< 35 >

Other Recent Land Sale Comps Available


Current listings of unfinished, un-entitled land parcels in the Sacramento area
confirm the range of $50,000 - $60,000 / acre
Land Parcel

Acres

Price

$ / Acre

Gerber Rd

60 $3,000,000

$50,000

Rogers Rd and Bradshaw Rd

20

650,000

32,500

Rio Linda Blvd and Marysville Blvd

20

1,000,000

50,000

Raley Blvd, Santa Ana

19

1,620,432

87,120

Admiral Lane and Gerber Rd

14

925,000

67,766

El Centro Rd

10

600,000

60,484

24th St at Florin Rd

195,000

53,867

Straw berry Ln and Hw y 99


Average

135,000

54,000
$56,967

Source: Public documents, www.loopnet.com

< 36 >

Sacramento Office Space Generating >$5m of NOI


In addition to the Sacramento raw land, GY also owns 310,000 square feet of
excess Sacramento office space that it leases to third parties
This leasing activity generated $5m of operating income in the LTM (and has
generated as much as $10m before the financial crisis)

Sacramento Office Space NOI

Source: Company documents

2008
$10.3

2009
$4.4

2010
$5.3

2011
$5.6

LTM
$5.3

< 37 >

Excess Real Estate Valuation

We believe GYs excess


real estate is worth ~

Excess Real Estate Valuation

$370m today, and


potentially much more

Asset

Value

Methodology

as real estate markets

Sacramento Land

$302

6,044 acres @ $50k / acre

recover and the

Sacramento Office Space

Company makes

Chino Hills Land


Total
Value / Share
% of Current M arket Cap

progress on its
development plans

66
0
$368
$5.99
61%

LTM NOI @ 8% cap rate


Conservatism

(1)

Source: Marcato estimates

(1) This site is in the process of environmental remediation

< 38 >

Large, Diversified, Well-Positioned Program Portfolio

Source: Company documents

< 39 >

Growing Revenue and Stable Margins

With half of revenue from cost-plus contracts, pre-corporate EBIT margins in GYs aerospace
segment have consistently been between 9.8% and 11.7% for the past 8 years

Aerospace Sales
% Growth
Aerospace EBIT
% M argin

2004
489.1

2005
615.8
25.9%

56.6
11.6%

60.2
9.8%

Source: Company documents

2006
$614.6
(0.2%)

2007
$739.1
20.3%

2008
$725.5
(1.8%)

2009
$787.2
8.5%

2010
$850.7
8.1%

2011
$909.7
6.9%

61.2
10.0%

84.8
11.5%

78.0
10.8%

84.4
10.7%

99.6
11.7%

99.7
11.0%

'04 - '11
CAGR
9.3%

8.4%

< 40 >

GenCorps Core Business is Growing


Company Backlog Provides Revenue Visibility
$1,600

$1,377

$1,400
$1,200
$1,000

$1,422

$1,191
$380

$573

$520

Unfunded

$800

Funded

$600
$400

$902

$811

$804

2009

2010

2011

15.7%

3.2%

$200
$0

% Growth

Source: Company documents

< 41 >

Free Cash Flow Significantly Exceeds GAAP Net Income

GYs Free Cash Flow


significantly exceeds its

1) Minimal cash taxes

reported GAAP Net


Income, for four separate

2) Substantial non-cash GAAP pension charges

reasons

3) D&A > Ongoing cash Capital Expenditures


4) Non-cash interest expense

< 42 >

Free Cash Flow Significantly Exceeds GAAP Net Income

Adjusting for the


combined effects of all of
these dynamics, it
becomes clear that GY is
trading at 8.2x the
recurring cash earnings
power of its aerospace
and defense business

Revenue
OpEx (incl Pension)
D&A
EBIT
Unusual Items
Interest
Taxes
Net Income
P / E Multiple

GAAP
$930
(862)
(24)
$45
(6)
(26)
(9)
$4
142.8x

Source: Company documents, Marcato estimates

Adj. PF Cash
$930
44
(818)
4
(20)
$48
$92
6
0
16
(11)
(9)
$69
$73

Com m ent
Addback Non-Cash Pension
Replace D&A w / Cash CapEx

Addback Non-Cash, PF for Refi

8.2x

< 43 >

Transformative Acquisition

In July, GY announced the acquisition of Pratt & Whitney Rocketdyne from United
Technologies Corporation for $550m
Deal expected to close 1Q 2013
Significant Revenue and Cost Synergies
Financing with cash on hand and new borrowings Highly Accretive Transaction

< 44 >

What is it Worth?
GY-Rocketdyne Pro Form a
GenCorp Rocketdyne
$920
$792

Revenue
(1)

$115
12.5%

EBITDAP
% Margin
Interest

(2)

$149
18.8%

(2)

(3)

(10)
(10)
(25)
$68

Taxes
Working Capital
CapEx
Free Cash Flow

Synergies PF Com bined


$1,712
$50

$314
18.3%

(36)

(38)

(10)
(21)

(46)
(20)
(46)
$164

Adj. TEV / EBITDAP


Adj. TEV / EBITDAP - CapEx
% FCF Yield to Current M arket Cap

4.7x
5.5x
27.3%

Free Cash Flow


Target FCF Yield
Implied Equity Value

$164
10.0%
$1,638

Plus: Excess Real Estate


Total Equity Value

(4)

(2)

FD Shares Out
Im plied Share Price
% Premium to Current

(1) EBITDAP = Earnings before interest,


taxes, depreciation & amortization,
and non-cash pension expense
(2) Assuming full dilution from the $200m
outstanding 4.0625% convertible
subordinated notes (strike price = $9 /
share)
(3) GY pays minimal cash taxes due to a
combination of NOLs and various tax
planning strategies. We
conservatively apply a 20% tax rate to
the combined entity
(4) Mid-point of Marcato estimated value

368
$2,006
83.7
$23.96
145.8%

Source: Marcato estimates

< 45 >

III. Brookfield Residential Properties (BRP)

< 46 >

Company Overview
Brookfield Residential Properties (BRP or the Company) is a hybrid land
developer and homebuilder
Primarily acquires and develops land for residential use
Ticker: BRP

Occasionally designs and constructs homes and commercial properties

Price: $14.39 (1)

Operates both in Canada and the United States

Capitalization
Mkt. Cap

$1.5B

TEV

$2.8B

Financials:

Valuation Multiples:

2011 Revenue (2)

$819M

P / Q2 2012 TBV

1.5x

2011 Free Cash Flow (3)

$163M

P / 2011 FCF

9.0x

Source: Company filings, research, Bloomberg, CapitalIQ, public commentary and information.
(1)
(2)
(3)

Represents share price of NYSE: BRP. Brookfield Residential Properties is also traded on the TSX under ticker BRP.
Excludes non-recurring lot sales in 2011.
Excludes land acquisition capex.

< 47 >

Land Holdings Dominate The Balance Sheet


Q2 2012 Balance Sheet
Vast majority of the Companys $2.2B in property
inventory consists of long-lived land investments

Q2 2012 Property Inventory by Type

Homes,
12%

RawLand,62%

Land
Development
Single,23%

Land
Development
Multi&Other,
3%

Source: Company filings, research, Bloomberg, CapitalIQ, public commentary and information.

< 48 >

The Residential Development Process


BRP principally participates here

Land Development
Identify
Attractive
Land
Opportunities

Acquire,
Convert and
Entitle Land

Homebuilding
Design and
Construct
Homes

Master Plan
Community

Market and
Sell Finished
Homes

Sell Land to
3rd-Party
Homebuilders or
Begin
Homebuilding

Average ~10 Year Investment Cycle

Source: Company filings, research, Bloomberg, CapitalIQ, public commentary and information.

< 49 >

Diversified North American Land Portfolio

Source: Company filings, research, Bloomberg, CapitalIQ, public commentary and information.

< 50 >

Diversified North American Land Portfolio (cont.)


Q2 2012 Total Lots by Geography

Washington
D.C.,5%

LA/Southland,
4%

Other,0%

NorthernCA,
8%
Calgary,26%
SD/Riverside,
8%
Toronto,9%

Edmonton,17%

Denver,10%
Austin,13%

Source: Company filings, research, Bloomberg, CapitalIQ, public commentary and information.

< 51 >

Home Start Trends are Encouraging


Canadian home starts are within long-term averages and have recovered since the downturn
U.S. home starts are still 50% below long-term averages but have begun to rise

Historical Housing Starts by Country


2,500

1,000

2,000

750

1,500
500
1,000
250

U.S.

Source: U.S. Census and CMHC.

U.S.Avg.

Canada

Jul12

2010

2008

2006

2004

2002

2000

1998

1996

1994

1992

1990

1988

1986

1984

1982

0
(000sstarts)

1980

500

0
(000sstarts)

CanadaAvg.

< 52 >

Home Price Trends are Encouraging


Canadian home prices have grown substantially this past decade, up over 100%
U.S. home prices are still ~30% below peak but have begun to stabilize

Historical Indexed Housing Prices (1)


240
220
200
180
160
140
120

U.S.

Source: Teranet Composite 6 and S&P Case-Shiller Composite 10.


(1)
January 2000 indexed to 100.

Jan12

May11

Sep10

Jan10

May09

Sep08

Jan08

May07

Sep06

Jan06

May05

Sep04

Jan04

May03

Sep02

Jan02

May01

Sep00

Jan00

100

Canada

< 53 >

Canada Delivering Nearly All Gross Profit

2011 Gross Margin Breakdown (1)


($Ms)
Lots:
Revenue
Expenses
GrossMargin$
GrossMargin%

2011
U.S.

Canada

Total

$255
($98)
$157
61.6%

$80
($89)
($9)
11.3%

$335
($187)
$148
44.2%

Homes:
Revenue
Expenses
GrossMargin$
GrossMargin%

$323
($268)
$55
17.0%

$161
($146)
$15
9.3%

$484
($414)
$70
14.5%

Total:
Revenue
Expenses
TotalGrossMargin$
TotalGrossMargin%

$578
($366)
$212
36.7%

$241
($235)
$6
2.5%

$819
($601)
$218
26.6%

%ofTotalGrossMargin

97.2%

2.8%

100.0%

Source: Company filings, research, Bloomberg, CapitalIQ, public commentary and information.
(1)
Excludes non-recurring lot sales in 2011.

< 54 >

Concentrated in the Best Canadian Markets


BRPs Canadian land investments are >80% concentrated in oil sands-rich Alberta
Albertas GDP grew 5.2% in 2011, highest in Canada
Despite stronger economic trends and better affordability ratios, Albertas housing prices have
underperformed Toronto and Vancouver since peaking in 2007

Historical Indexed Housing Prices (1)

Housing Price to Median Family Income (2)

140

10.0x

8.9x

130

8.0x
120

6.5x
6.0x

110
100

4.7x
3.8x

4.0x

90

2.0x

Calgary

Edmonton

Toronto

Vancouver

Jun12

Mar12

Dec11

Sep11

Jun11

Mar11

Dec10

Sep10

Jun10

Mar10

Dec09

Sep09

Jun09

Mar09

Dec08

Jun08

Sep08

Mar08

Dec07

Sep07

80

0.0x
Calgary

Source: Teranet, Statistics Canda, CMHC and regional real estate boards.
(1)
September 2007 indexed to 100. Alberta home prices peaked in September 2007.
(2)
Avg. home price / estimated median family income as of July 2012 .

Edmonton

Toronto

Vancouver

< 55 >

BRPs Canadian Markets Are Strong

Home Sales Backlog ($M)

Net New Orders (Units)

$400

500
400

$300

300
$200
$333
$100

200

$239

443
342

100
$0
2Q11

2Q12

Source: Company filings, research, Bloomberg, CapitalIQ, public commentary and information.

2Q11

2Q12

< 56 >

U.S. Looks to be Recovering Rapidly

Home Sales Backlog ($Ms)

Net New Orders (Units)

$125

180

$100

150
$66

$75

120

74
41

90
$50

$36

60

$25

$44

$29
$0

72

30

81

0
2Q11
Central&EasternU.S.

2Q12
California

2Q11
Central&Eastern

Source: Company filings, research, Bloomberg, CapitalIQ, public commentary and information.

2Q12
California

< 57 >

U.S. Looks to be Recovering Rapidly (contd)

July 2012 YTD U.S. Housing Price Growth

8.0%
6.7%

7.0%
6.0%

5.2%

5.0%
4.0%

3.2%

3.3%

3.8%

3.7%

3.0%

2.1%

2.0%
1.0%
0.0%
Composite
10

Dallas

Source: S&P Case-Shiller.

Denver

SanDiego

San
Washington LosAngeles
Francisco
D.C.

< 58 >

Management is Forecasting Strong Growth


Management began to provide FY2012 guidance commentary in Q1 2012
Managements top-line guidance implies strong fundamental growth for FY2012
We conservatively assume flat pricing, margins and no U.S. land sales

FY2012 Management Guidance

($Ms)
HomeClosings:
Canda
U.S.

Actual
2011

ProForma
2011

(1)

Guidance
2012

Change

941
354

941
354

1,200
550

27.5%
55.4%

2,940
534

1,767
534

1,700

3.8%
100.0%

TotalRevenue

$1,008

$819

$907

10.8%

GrossMargin
%Margin

$267
26.5%

$218
26.6%

$244
26.9%

12.2%
32bps

LotClosings:
Canda
U.S.

Strong growth despite


management not
providing guidance on

Source: Company filings, research, Bloomberg, CapitalIQ, public commentary and information.
(1)
Management provided home and lot closings figure only. Pricing and margin assumptions are assumed to be flat from 2011.

U.S. land sales

< 59 >

Why is BRP Unique vs. Other Homebuilders?

Other Homebuilders

BRP

Inventory
Runway

8 Short

9 Long

8 Cash flows needed to refill


depleted land inventory

9 Less need to recycle cash flows


into new land acquisition

Portfolio
Composition

8 Mostly homes

9 Mostly land

8 Recently acquired

9 Old

Carrying Value 8 Marked-to-market


(impairments)
of Property
8 Market prices have
fallen/stagnated since
purchase

9 Book value (original cost)


9 Market prices have since
increased substantially

< 60 >

Long Runway Minimizes Cash Needs


BRPs substantial land and housing portfolio provides it with ~30 years of runway at current
volumes, allowing BRP to generate significant free cash flow while requiring minimal land capex
This is over 3x the inventory of other homebuilders at 2011s run-rate, despite BRPs Canadian
operations running at full speed vs. other homebuilders currently depressed sales volumes
Land and Housing Inventory
(1)

Homesasa%

(2)

ofInventory
30%
41%
77%
27%
33%
35%
28%
32%
70%
41%

YearsInventory
BeazerHomes
DRHorton
HovnanianEnterprises
KBHome
Lennar
Meritage
PulteGroup
StandardPacific
TollBrothers
Average
BrookfieldResidentialProperties

2010
2011
6.6x
8.2x
6.2x
7.4x
6.8x
7.4x
5.4x
6.9x
9.5x
10.3x
4.1x
5.1x
8.6x
8.6x
8.7x
10.3x
13.2x
14.4x
7.7x
8.7x
26.4x

30.1x

(3)

BRPs portfolio consists of


mostly mature land
investments vs. more recent
housing inventory for other
homebuilders

12%

Source: Company filings, research, Bloomberg, CapitalIQ, public commentary and information.
(1)
(2)
(3)

Defined as total lots or home sites / total closings or home deliveries.


Excludes non-recurring 2011 lot sales.
Defined as housing inventory + model homes / total land and housing inventory.

< 61 >

Long-Lived Assets Understate Value


BRPs land and housing investments are recorded on its balance sheet at lower of carrying value
(cost) or fair value
We believe the aged nature of the Companys land assets causes them to be understated on the
Companys balance sheet
Canadian land has an average age of ~8 years in Edmonton and Toronto and up to 15 years in
Calgary
U.S. land has an average age of ~7-8 years
During this timeframe, Canadian real estate has seen a historic appreciation in value
BRP has also taken impairments of ~30% of cost for its U.S. land assets, in-line with other
homebuilders (1)

Source: Company filings, research, Bloomberg, CapitalIQ, public commentary and information.
(1)
Management commentary.

< 62 >

Other Homebuilders Inventories are Marked-to-Market


Due to their U.S. focus and inventory write-downs taken during the recent recession, BRPs
homebuilding peers assets are likely marked near market value

Impairments as % of Beginning Inventory


40%

U.S. Home Prices Since 2006 (1)


110

35%

35%

100

30%

27%

25%

90
22%

22%

22%
80

20%
15%

12%

10%
3%

5%

13%

12%
9%

10%

11%

70
60

3%

Source: S&P Case-Shiller Composite 10, Company filings, research, Bloomberg, CapitalIQ, public commentary and information.
(1)
January 2006 indexed to 100.

May12

Jan12

Sep11

May11

Jan11

Sep10

May10

Jan10

Sep09

May09

Jan09

Sep08

May08

Jan08

Sep07

2009
TollBrothers

May07

2008
PulteGroup

Jan07

2007
Lennar

Sep06

2006
DRHorton

May06

50

0%

Jan06

5%

6%

10%

< 63 >

Market Value of BRPs Assets is Significantly Above Carried Value

Estimated Market Value of BRPs Assets

($Ms)
LandandHousingInventory:
ValueofHomes
ValueofLandSingle
ValueofLandMulti&Other
ValueofRawLand
LandandHousingInventory
HomesCosttoComplete
LandCosttoComplete
"Market"LandandHousingInventory
"Book"LandandHousingInventory
%Increase(Decrease)

$467
$783
$233
$2,244
$3,727
($124)
($289)
$3,314
$2,212
49.8%

TangibleBookValue:
"Market"LandandHousingInventory
Plus:AllOtherAssets
Less:AllLiabilities&MinorityInterest
"Market"TangibleBookValue
"Book"TangibleBookValue
%Increase(Decrease)

$3,314
$499
($1,626)
$2,187
$995
119.7%

Source: Company filings, research, Bloomberg, CapitalIQ, public commentary and information.

< 64 >

Public Trading Comps


Despite its portfolio of attractive land development and profitable Canadian operations, BRP
trades at a substantial discount to U.S. peers
Public Trading Comps
(MsLocalCurrency,exceptpersharedata)
LargeCap:
DRHorton
Lennar
PulteGroup
TollBrothers
Mean
Median

SharePrice
9/24/12

SmallerCap:
BeazerHomesUSA
HovnanianEnterprises
KBHome
MeritageHomes
StandardPacific(3)
Mean
Median

%Above(Below)
52WL
52WH

Mkt.Cap

TEV

P/BV
MRQ

P/TBV
MRQ

(2)

P/Adj.BV
MRQ

(2)

P/Adj.TBV
MRQ

P/E
2012

%Growth
20122013

2013

$22.04
$36.96
$16.76
$36.13

174%
204%
409%
175%
241%
189%

3%
3%
4%
3%
3%
3%

$7,037
$6,743
$6,432
$6,077

$7,967
$10,913
$8,277
$7,168

2.0x
2.1x
3.3x
2.3x
2.4x
2.2x

2.0x
2.1x
3.5x
2.3x
2.5x
2.2x

2.0x
2.0x
1.4x
2.0x
1.8x
2.0x

2.0x
2.0x
1.5x
2.0x
1.9x
2.0x

27.7x
20.9x
32.5x
46.8x
32.0x
30.1x

20.0x
24.5x
18.3x
31.7x
23.6x
22.3x

38.2%
14.8%
77.2%
47.8%
37.1%
43.0%

$3.85
$3.83
$14.63
$41.53
$7.43

186%
330%
191%
204%
242%
231%
204%

4%
5%
7%
2%
6%
5%
5%

$381
$485
$1,128
$1,470
$2,660

$1,592
$2,008
$2,436
$1,985
$3,493

2.1x
NM
3.0x
3.0x
4.1x
3.0x
3.0x

2.1x
NM
3.0x
3.0x
4.1x
3.0x
3.0x

0.6x
1.0x
0.9x
2.5x
2.3x
1.5x
1.0x

0.6x
1.0x
0.9x
2.5x
2.3x
1.5x
1.0x

NM
NM
NM
51.7x
34.5x
43.1x
43.1x

NM
NM
NM
22.9x
21.6x
22.2x
22.2x

NM
NM
NM
125.3%
59.8%
92.6%
92.6%

235%
204%

4%
4%

2.7x
2.6x

2.8x
2.6x

1.6x
2.0x

1.6x
2.0x

35.7x
33.5x

23.2x
22.2x

55.6%
53.8%

137%

6%

1.5x
0.7x

1.5x
0.7x

1.3x
0.6x

1.3x
0.6x

NA

NA

NA

Total:

Mean
Median
(1)

$14.39

BrookfieldResidentialProperties(Book)
BrookfieldResidentialProperties(Market)

$1,475

$2,753

Source:Ca pIQ,compa nyfi l i ngs a ndres ea rch


Note:As ofSeptember24,2012

Source: Company filings, research, Bloomberg, CapitalIQ, public commentary and information.
(1)
(2)
(3)

Represents share price of NYSE: BRP. Brookfield Residential Properties is also traded on the TSX under ticker BRP.
Adjusted for off balance sheet DTAs.
Assumes full conversion of preferred.

< 65 >

Whats BRP Worth?

Illustrative Valuation Range

MedianofComps
($Ms)
"Market"TangibleBookValue
Multiple
EquityValue
TotalFDSharesOut.
ImpliedSharePrice
SharePrice(9/24/12)
%Increase(Decrease)toCurrent

Source: Company filings, research, Bloomberg, CapitalIQ, public commentary and information.
(1)
Adjusted for off balance sheet DTAs.

(1)

Adj.TBV
$2,287
2.0x
$4,573
102.48
$44.63
$14.39
210.1%

TBV
$2,187
2.6x
$5,685
102.48
$55.48
$14.39
285.5%

< 66 >

Ignored by Analysts

Bulge Bracket Research Coverage

BZH
BAML
Barclays
Citi
CreditSuisse
DeutscheBank
GoldmanSachs
JPMorgan
UBS
Total

Y
Y

Y
Y
4

DHI

HOV

Y
Y
Y
Y
Y
Y
Y
7

Y
Y
Y
Y
Y
5

KBH
Y
Y
Y
Y
Y
Y
Y
Y
8

LEN
Y
Y
Y
Y
Y
Y
Y
Y
8

MTH
Y
Y
Y
Y
Y
Y
Y
Y
8

PHM
Y
Y
Y
Y
Y
Y
Y
Y
8

Source: Company filings, research, Bloomberg, CapitalIQ, public commentary and information.

SPF
Y
Y

Y
Y
Y
5

TOL
Y
Y
Y
Y
Y
Y
Y
Y
8

Avg.

6.8

BRP

< 67 >

PerspectivesonBookValue:
FindingHiddenValueontheBalanceSheet
October2012

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