Subscribe Feed (RSS)Spin-off Babcock & Wilcox
Already Cutting Deals
And Moving Ahead
July 20th, 2010 by john | Filed under Spin-0ff News, Spin-off Investing, Value Investing.
Even before spin-off stock of Babcock & Wilcox starts trading on the New Stock Exchange under its new ticker symbol, BWC, the company is showing signs of what’s ahead with its recently announced alliance with Bechtel for small modular nuclear power plants, (SMR=small modular reactor).
Babcock & Wilcox has been successfully putting nuclear reactors in demanding situations for years. Their small modular reactors have kept the nuclear submarine and surface ships of the US Navy going efficiently, safely, and largely unnoticed for decades. Linking up with Bechtel to take this experience and skill out of the warships and out into the world certainly seems like a good idea on the surface of it.
For more details from someone who focuses on nuclear power generation issues, you might find this linked blog post on the Babcock & Wilcox/Bechtel Power venture.
As far as stock spin-off investing goes, we can only hope that most people don’t even know who Babcock & Wilcox are and what they do and only relate Bechtel to involvement in Boston’s “Big Dig”. If that’s the case, with any luck they will bail out of BWC early, giving us a chance to get in at a good price.
We need every kilowatt we can scrape up in the future and when it comes to nuclear power generation, these two know what they are doing.
Tags: Babcock & Wilcox, Bechtel Power, nuclear power, spin-off stock, stock spin-off
I like B&W. Management is given huge comp and option incentives to make the company work. Note also that they get a nice little $15M tax benefit related to the spin-off. Based on a 15/1 P/E, I think the stock should open around $10.70 – hopefully much lower. But I’m a rookie. The bad news is that its not small enough to fall under the radar of analysts, and there will be institutions that’ll want it.
Greenblatt talks about the options models failing to take known extraordinary future events (like spin-offs) into account. Thus the options will under-value the volatility. Could this be a decent opportunity to buy some calls or puts (or both)? (I’m looking at the August 2010 22 Calls. Seems like good value. Or am I just throwing my money away?)
Awaiting wisdom…
Apologies, 2 B&W shares will be distributed for every one share of MDR, so that takes my expected B&W price down to around $5.35 to open. Better from an “under the radar of Institutions” / Joel Greenblatt perspective. Distribution date is July 30.
Dave, thanks for the great site and comments.
I’m coming up with a valuation in the $8-$9 range.
I looked at the 9 peers listed in the Form 10 and calculated average multiples for some of the key ratios. BWC had negative cash flow in first quarter, so my usual favorite metric was out. But applying the average P/B and P/E ratios to BWC gave me the $8-$9 range.
Curious…where did you come up with the earnings that you used for the $5.35 valuation? The first quarter had earnings of $0.15 a share. I did a simple annualization and used $0.60 EPS. I assumed a valuation of 14x for P/E and got an estimate of $8.3 But, am I off base to use the $0.15 EPS and annualize it?
Like you pointed out in your earlier post, I like this company. But, I’m worried about how the spin-off will actually transpire. Since its happening for a legal reason, and BWC is about half the actual consolidated company, it’s not the usual “small division” spin-off. I think you’re right, it’s not really going to fly under the radar. Most people that hold MDR will still want to hold BWC.
I recently read Greenblatt’s “You Can Be a Stock Market Genius” and decided spin-off’s seemed like a good entry point for me. This website is great. I didn’t have time to get up to speed on the VPG deal, so I’m starting with BWC. My thought process led me down the same road as Dale. I annualized the earnings to come up with $0.60/share too. I tried to calculate the free cash flow and book values as well, but I’m not as confident of those numbers. I came up with $1.20/share in FCF as of 3/31 and a book value/share of $2.31.
Hey all,
Been out of town a few days but plan to take a look at BWC before the effective date of the spin-off. Sounds like an interesting company but it might be too big to go unnoticed. I’ll let you guys know what I come up with.
Thanks Dale and everybody (and its not my site, but its a great one). I calculated my stock price as follows: In their Form 10, B&W listed their pro forma annual earnings for 2009 at $164M in a recent filing. With a float of 230M (460M post-split, given the 2:1 ratio) and a 15 P/E, that amounts to:
(164M / 460M) x 15 = $5.34
But this data is getting pretty old. If I take the Q1 2010 pro forma data from the Form 10 of $17.5M in earnings (an extremely bad quarter for them), it comes out much lower. By the way, with 460M shares of B&W soon to be outstanding, isn’t the EPS in Q1 around $0.04 per share? I may be looking at this wrong – how did you get $0.15?
Thanks!
Dave
B&W will trade as BWC. It appears to be trading speculatively ahead of the split, according to Yahoo Finance, at around $24 per share. Does not make any sense at all, given MDR’s stock price. Anyone have access to something better than Yahoo to see what’s really going on?
Just figured out part of my problem – I had the ratio backwards. 1 share of BWC for every 2 shares of MDR. So the float will be 115M, not 460M. Revised stock price for BWC = $21.39. $24 doesn’t give you Greenblatt’s margin of error by my calculations, unfortunately.
I have access to sources that are supposed to be better than Yahoo, but am not getting anything from them either.
Dave, yeah I just used the $17.5mm earnings and 116mm shares to get the $0.15 EPS for Q1…then annualized (no projections, just multiplied by 4) to get EPS of $0.6. Then I used the p/e average of peers of 14 to get an estimate of about $8.
I can’t fathom how it would be valued at $24. I think that’s a byproduct of it trading as a when-issue stock. Look at the volume, literally only 25k shares have traded (compared to MDR average volume of 2.7million). Its probably just a mid-level manager trying raise some cash by preselling his allotment… MDR is trading in the $24 range too, so I wonder if its simply related to the price of MDR.
Does anyone know the initial listing pricing process for a spin-off? How is it determined what it opens at? There is no “IPO” to price it, so there must be some routine that is followed…any ideas?
Schwab has the last trade for BWC at $10.71, no volume today though (7/27), a bid of 9.88 and no asking price.
I just read the book myself, and am looking forward to watching this as a learning experience. Just spend the last hour perusing the form 10 for BWC. Earnings growth 05 through 08 was averaging about 50% a year, then dropped 45% in 2009 – understandable given the economy. So perhaps a PE of higher than 15 is warranted, if BWC can continue that kind of growth once the economy recovers.
If BWC can get back to their 2008 earnings of $323 million, with a float of 115m, that’s $2.80eps for the year. PE of 15 = $42 a share. Ok i’ll quit posting now
Craig, thanks for the pricing info. That’s a good point about its historical earnings
First, if it really opens around $10 per share, it looks like a steal. Second, Craig’s point about 2005-2008 is good. On a related note, does anyone know if management’s option strike prices are set at the open? Could the poor Q1 results have been “massaged” a bit to let them start with an artificially low stock price?
Dave,
I would be surprised if the numbers were “massaged” as you put it. It would be unlikely for management to commit accounting fraud to have the stock open lower. However, I could see management playing down the outlook and potential of the company (or simply staying silent). I believe there was an example of this in Greenblatt’s book as well.
Thanks Jonas. I’m not suggesting accounting fraud. But certainly management would have had the ability to delay closing some business until after the end of the quarter for semi-reasonable business reasons. In any case, I guess there’s no way for us to know. But its nice that 2005-2008 were so strong.
Dave
how about buying the august calls right now so they have around 20 days to trade separately before the calls expire.
Abhishek, that’s a great idea. How exactly do the options work again for the spin-off? I haven’t read the book in a while. Let’s say you buy the august call with x price of $24 for $1.15 After the split, you own a call option on both stocks for a combination price of $24? Is that right?
Going back to the 2006-2007 earnings…has anyone looked into the quality or sustainability of those earnings? Or, conversely, understand the drop in 2008? It sounds great to apply a 15x p/e multiple to prior earnings, but I don’t have a sense of how attainable those past earnings are.
Rite now we can buy august calls for 9.90 with strike price of 12.50 with total of 22.40 after the spin off we become owner of bwc n mdr and the total price can be bought resulting in the appreciation of call price to even out the spread.. I think it’s a great oppurtunity
What’s the reason to buy the 12.50 strike price, and pay so much for the option (my quote is showing a $12 price for the option)? Why not buy the $25 calls for around a $1. If the value of the stocks, MDR and BWC, is going to be combined, I’d rather buy a slightly out of the money option and hope they both pop in the money than buy a deep in the money option and hope it goes more so. The return on your capital is much higher if you buy the slightly out of money option.
The earnings dropoff was 09. I’m assuming it was from most businesses freezing and re-thinking their spending after the mortgage meltdown in 08, but have not done a deep dive. We still have no idea of the opening price of BWC, correct? Will it be trading tomorrow, or Monday?
Should begin trading monday. I think tomorrow is the distribution date, which should happen after market close, so shares open for trading on monday
I see BWC/WI (when issued) is trading. At $24 and change. Average volume 37,000. Does that mean that will be the open price? If so that seems fairly valued, at 15x 2009 earnings.
Abhishek,
If you buy the Aug 12.50 calls then you are entitle to both BWC and MDR for the same ratio of the spin-off right? I guess it would mean 100 shares of MDR and 50 shares of BWC if exercised right?
If that assumption is correct then the strike price of $12.50 with an option price of $9.90 (=$22.40) would be in the money already since MDR alone is trading at almost $24.00. Seems like a good deal to me if you in fact are entitled to both MDR and BWC.
I was reading something about how options on spin-off stock are treated and I would make sure that the August options include both stocks before you buy. I think I saw it on CBOE.com
Dale,
The Aug 25 calls actually sounds even better if they are still only $1.00. You get all the upside of the Aug 12.50 calls and you only have to put down $1.00 compared to $9.90.
If we assume that the combined value of BWC and MDR is going to $30.00 then the risk/reward of the Aug 25 calls is 1/5. The Aug 12.50 would be 9.90/7.60.
I am pretty sure I would pick the Aug 25.
Anyways, just my mumbo-jumbo analysis. What do you guys think?
Abhishek,
The $9.90 is the most recent trade on teh Aug $12.50 calls, but I suspect that was form several days/weeks ago. But the bid-ask is around $12, so that’s what you’d need to pay. I’ve been thinking about teh options too, but am concerned that B&W will face some of the normal selling pressure initially. While I think it’ll all go up, one possible play is to bet on volatility, buying both puts and calls (perhaps at a 24 strike price). Then if MDR & BWC move $3 to $4 in either direction, you win.
Craig, when I multiply 2009 earnings by a 15 P/E, I get a little north of $21. How’d you get to $24?
Dave
I love the straddle idea to play volatility.
Few thoughts, buying an option basically entails an option on 1 share of MDR and 0.5 shares of the spinoff. If the WI shares of MDR are trading at $11.70 and the WI shares of BWC are trading at $24, then the option would have exercise of $11.7+($24*0.5)=$23.7 (which is right where the current shares of MDR are trading).
If you buy a straddle, put and call, you’re assuming that the combined price movements on the two stocks will be higher than the call/puts are currently assuming on MDR. Intuitively, this makes sense.
But, I see two risks:
a) the WI shares are already reflecting the price level, so on monday, nothing happens to shares of either company. I think this is unlikely becuase of the thin WI volume
b) the two shares move in opposing direction and the volatility cancels one another out. I think is is quite possible and no real way to quantify.
Any thoughts?
Dave – you are right – 21 is closer to 15PE times 2009 earnings.
If the BWC/WI quote holds on Monday, putting BWC at $24.50 or so, that should drop MDR to 24 – (24.50/2) = 11.75.
The key question is if BWC can return to 2008 earnings say for 2011, giving a value of $42 or so at a 15 PE. And will I panic-buy Monday at $25 a share in hopes that it will?
Anyone have any thought’s on BWC’s opening price?
Dale,
Thanks for providing your thoughts on the options. I was mistakenly using the regular MDR price and not MDR-WI as I should have.
I would still prefer to find a lower priced option to avoid having to put much money up. The black-scholes model doesn’t account for spin-offs so I guess it might be a good opportunity afterall.
I didn’t realize what the /wi symbols are. MDR/wi is trading at 11.88 already, so I was fairly close in my guess. So BWC at 24.50 and MDR at 11.88. Is either a good buy? I feel better about the QEP I picked up.
Dale,
Your risk (b) is exactly why I haven’t made the straddle investment yet — they could very well go in opposite directions. But I’ll be watching with great curiousity Monday, and I’ll kick myself if the combined value goes to $28. At the end of the day, I think I’ll wait for BWC to open and hope it trades south for a few days for a better margin of error.
Dave
I’ll be watching both on Monday. BWC seems to be the sexy pick. I think MDR may drop low enough to be a compelling buy. Time to see if any literature on Suncoke is posted yet.
Does anyone know how easy it is to sell or exercise options post-spinoff? I haven’t used options on any corporate restucturing event, and I don’t want to buy options prior, then have a big hassle trying to sell them or, worse, exercising. Will the post spinoff market for the “pre spinoff options” actually be deep at all?
BWC-WI traded way down today – below $23. Not much volume, though. It’s a good start, but we’ll see what happens Monday.
Does anyone have a good method of analyzing the parent company MDR after the spin-off? I guess I could take MDR’s 2009 annual report and subtract BWC’s numbers. Is that the best way?
Dave,
It’s great news that the stock is trading lower. That’s always what I hope for out of the gate. I haven’t done the complete analysis yet but it sounds like a P/E of 15 is justified when compared to peers. That would put the fair price at around $21 for 2009 earnings as it has already been mentioned. However, I would not buy unless the price was way lower. I need to have a decent margin of safety built in before making a move. I was thinking of making 25% below fair value my rule of thumb. That would be $15.75 in this case. What do you think?
Jonas,
For MDR, yes, I think you could probably take the BWC pro forma numbers from their Form 10 and back them out of MDRs numbers.
With respect to price target, I’d be thrilled if BWC traded down to $15.75. But I’ll probably be willing to buy some shares above that level. Going back to some of Greenblatt’s lessons, most spin-offs work for investors, in part because management gets fired up to make themselves rich. I like BWC in part because management will be well-compensated if they get the stock price going in the right direction. Regardless, I’m unlikely to buy for at least the first few days, maybe weeks.
Dave
My key question is what needs to happen to get back to 2008 numbers. Probably just a mild economic recovery. That would put it at 42. If it debuts at 24 and hits 42 by the end of 2012, that would be a 27% compound annual return for the next 2 and a third years. Not too shabby. Hitting it early, or the PE multiple expanding, or the initial price dropping would improve that. Monday should be fun. sidenote – glad I got in QEP at 30 before they announced earnings – it’s doing nicely.
Doesn’t seem to be any big ‘sleeper’ gain potential on this one. It comes down to evaluating the individual stocks now, or seeing if either drop significantly over the next couple of months. I’ll continue watching both, not just BWC.
BWC opened strong, but is falling fast right now. I’m cheering the drop and will watch for now.
BWC down today, and MDR up. I guess the market thinks the gas exploration play in MDR is the better bet. Suckers. Will continue to watch BWC. Wonder if 18 or 20 is possible.
I think you guys may find these articles about BWC interesting:
http://theenergycollective.com/djysrv/40078/bw-and-bechtel-form-small-modular-reactor-alliance
http://www.world-nuclear-news.org/NN-BandW_Bechtel_team_up_on_mPower-1407106.html
http://www.babcock.com/news_and_events/2009/20090610a.html
Cheers!
Oops! I noticed one of these links were already posted in your articles. Sorry for the trouble. Keep up the great work,
Cheers,
Mario
BWC down 5% today on light 2Q results. The company doesn’t appear cheap either when compared to the multiple that competitors like Jacobs, Foster Wheeler, and Alstom trade at. Also it is heavily FCF negative YTD in 2010.
Not sure what to think about this one.
MUCH better results than Q1. (Q1 was a disaster.) Assuming a P/E of 15 (less than Jacobs, but much more than Foster Wheeler), based on the Q2 earnings #s, stock should be close to $25 by my calculations. But I’m on the side-lines for now, greedily hoping that the post-spin-off selling pressure knocks the stock down further.
Dave, how are you coming up with your multiples? Using FY2010 consensus estimates for Foster Wheeler and Jacobs Engineering, I see Foster with a P/E of 11.7 ($23.92 closing price / $2.05 consensus EPS) and Jacobs at 14.9 ($36.45 closing price / $2.45 consensus).
However, BWC’s current consensus estimate for 2010 is $1.25 and it is trading at $23.46 for a FY10 P/E of 18.8. Maybe consensus estimates are too low (how do we know?), but with a relatively high multiple and negative FCF YTD, I’m personally not seeing a margin of safety here. Thoughts?
Brian,
The consensus EPS can be a little tricky to use since they are just estimates. I looked at past annual reports for the peers but still came to the same conclusion as you though. BWC is trading at relatively high multiples compared to peers and it has negative 2010 FCF as you mentioned, which is another red flag.
I agree that there is no margin of safety at the current price.
I guess the distinction to be made here is that BWC may be a great company with solid future potential but its stock is not attractive at current levels. That’s the Graham in me talking.
Yes I’m not seeing a hidden spinoff gem here. It may be a good stock when it starts recovering to fy2008 earnings, but i’m trying hard to focus on spinoff gems.
I did pull the trigger on QEP at 30, and still considering FTR. FTR’s current dividend has plenty of cushion, and once they get some synergies out of the merger I think can increase it. Haven’t bought any yet though.
I’m starting to wonder if the real hidden gem isn’t BWC’s parent, McDermott. It’s down ~5% today to $12.78. Should earn between $1 and $2 this year. Very strong balance sheet with $760mn in cash and essentially no debt.
Brian,
Although MDR is priced cheaper (lower P/E) than BWC at the moment I personally don’t like the stock. Keep in mind that the $760 million in cash included BWC’s portion of $240 million. The Q2 MDR report still includes all of BWC’s results since the quarter ended on June 30, before the spin-off took place. $520 million is not bad though.
MDR also has negative FCF. Maybe someone more experienced could tell me if this is more accepted for such a capital intensive type of company? Capital expenditures seems to be very high presumably due to the need for heavy machinery etc.
GM all. I’m new to the spinoff scene. Does this site keep a running up-to-date list of existing and new spinoffs? Greenblatt suggests spinoffs tend to show the majority of equity in the second year. I’m wondering if anyone here has noticed that to be correct? TIA
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