Children's Place puts itself up for sale
Souces tell Fortune the retailer has hired an investment bank to advise it on a potential sale after a string of bad news, including the ouster of its CEO.
By Suzanne Kapner, Fortune
October 11 2007: 7:43 PM EDT
(Fortune) -- The Children's Place has put itself up for sale, following a sharp decline in its stock price, the result of a string of bad news that includes the dismissal of its chief executive and the resignation of its auditor, Fortune has learned.
The Secaucus, N.J.-based retailer of children's clothing has hired the investment bank Peter J. Solomon to advise it on a potential sale, according to two people familiar with the company's plans. Financial information is currently being circulated to prospective suitors, who include private equity and apparel firms, these people said. The Children's Place and Peter J. Solomon declined to comment.
Once a high flying company, the Children's Place has stumbled over the past year as it faced investigations into options backdating, improper stock trades by CEO Ezra Dabah that led to his termination, and a high-profile dispute with The Walt Disney Company with whom it has an agreement to operate Disney Stores. As a result of these and other issues, the Children's Place has not filed a quarterly report with the Securities and Exchange Commission since June 2006.
The problems bedeviling the company are likely to complicate any deal. Potential suitors will need to feel comfortable that the books are sound, a prospect made more difficult given yesterday's announcement by Deloitte & Touche that it would not stand for re-election as auditor.
Deloitte said that it could no longer rely on information provided by Dabah in its audits and said that control deficiencies could result "in a more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected." Children's Place said it is in discussions with a nationally recognized accounting firm, which it expects to engage shortly.
Another sticking point is the Disney agreement. To resolve Disney's accusations that it was in breach of contract, Children's Place this summer agreed to invest $175 million to remodel 234 Disney Stores over the next five years, meaning that it will likely lose money on the deal for the foreseeable future. But exiting the agreement is costly.
Big retailers raise the alarm
Margaret Whitfield, an analyst with Sterne, Agee & Leach, estimates that Children's Place would be on the hook for $93 million in minimum royalty, breach of contract and other fees - plus "hundreds of millions of dollars" to unwind store leases. Should Children's Place change hands, Disney would have a say in approving the new owners.
The appeal for potential bidders is an opportunity to scoop up a major name in children's clothing for a bargain price. Children's Place shares have tumbled 68 percent in the past 12 months, making it one of the cheaper stocks in retailing, trading at 9 times 2008 earnings estimates and one-third of sales.
The suitors eyeing Children's Place, which operates 899 of its own stores and 328 under the Disney (Charts, Fortune 500) banner, see an opportunity to improve the company's operating performance, which has suffered from a series of merchandise missteps. Inventory has piled up on store shelves - an increase of 25 percent per square foot by some analyst estimates - despite a dip in sales at stores open at least a year of 3 percent in September.
Analysts recently slashed earnings estimates for fiscal 2007, and some worry that operations could deteriorate further before showing an improvement. JPMorgan analyst Brian Tunick wrote in a research note that operating margins fell to 2.2 percent during a difficult period back in 2002, lower than its current level of 2.8 percent and far below a peak of 4.6 percent seen in 2003.
Holiday retail: Bah, Humbug!
Any acquisition of the company would likely result in a wholesale overhaul of management. Many observers say cleaning house could be the best thing for Children's Place (Charts), which at times has been run more like a family business than a publicly traded company. Until his resignation in September, Dabah had served as CEO almost since his family bought the company in 1989. (It went public in 1997.) He remains on the board and along with other family members owns about 18 percent of Children's Place outstanding stock.
Also on the board is Dabah's father-in-law Stanley Silverstein. The board recently censured his sister-in-law Nina Miner, who serves as chief creative officer, for "irregularities in expense reimbursement practices."
The Dabahs have a long and not always pristine history in the garment business. Ezra, along with his father Morris and brothers Haim and Isaac, founded Gitano Group, which road the 1980s designer jeans craze before flaming out amid federal investigations into customs violations, insider trading and accounting irregularities.
Morris and four other executives agreed to pay $1.06 million to settle with the SEC. Gitano was later sold to Fruit of the Loom.
Souces tell Fortune the retailer has hired an investment bank to advise it on a potential sale after a string of bad news, including the ouster of its CEO.
By Suzanne Kapner, Fortune
October 11 2007: 7:43 PM EDT
(Fortune) -- The Children's Place has put itself up for sale, following a sharp decline in its stock price, the result of a string of bad news that includes the dismissal of its chief executive and the resignation of its auditor, Fortune has learned.
The Secaucus, N.J.-based retailer of children's clothing has hired the investment bank Peter J. Solomon to advise it on a potential sale, according to two people familiar with the company's plans. Financial information is currently being circulated to prospective suitors, who include private equity and apparel firms, these people said. The Children's Place and Peter J. Solomon declined to comment.
Once a high flying company, the Children's Place has stumbled over the past year as it faced investigations into options backdating, improper stock trades by CEO Ezra Dabah that led to his termination, and a high-profile dispute with The Walt Disney Company with whom it has an agreement to operate Disney Stores. As a result of these and other issues, the Children's Place has not filed a quarterly report with the Securities and Exchange Commission since June 2006.
The problems bedeviling the company are likely to complicate any deal. Potential suitors will need to feel comfortable that the books are sound, a prospect made more difficult given yesterday's announcement by Deloitte & Touche that it would not stand for re-election as auditor.
Deloitte said that it could no longer rely on information provided by Dabah in its audits and said that control deficiencies could result "in a more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected." Children's Place said it is in discussions with a nationally recognized accounting firm, which it expects to engage shortly.
Another sticking point is the Disney agreement. To resolve Disney's accusations that it was in breach of contract, Children's Place this summer agreed to invest $175 million to remodel 234 Disney Stores over the next five years, meaning that it will likely lose money on the deal for the foreseeable future. But exiting the agreement is costly.
Big retailers raise the alarm
Margaret Whitfield, an analyst with Sterne, Agee & Leach, estimates that Children's Place would be on the hook for $93 million in minimum royalty, breach of contract and other fees - plus "hundreds of millions of dollars" to unwind store leases. Should Children's Place change hands, Disney would have a say in approving the new owners.
The appeal for potential bidders is an opportunity to scoop up a major name in children's clothing for a bargain price. Children's Place shares have tumbled 68 percent in the past 12 months, making it one of the cheaper stocks in retailing, trading at 9 times 2008 earnings estimates and one-third of sales.
The suitors eyeing Children's Place, which operates 899 of its own stores and 328 under the Disney (Charts, Fortune 500) banner, see an opportunity to improve the company's operating performance, which has suffered from a series of merchandise missteps. Inventory has piled up on store shelves - an increase of 25 percent per square foot by some analyst estimates - despite a dip in sales at stores open at least a year of 3 percent in September.
Analysts recently slashed earnings estimates for fiscal 2007, and some worry that operations could deteriorate further before showing an improvement. JPMorgan analyst Brian Tunick wrote in a research note that operating margins fell to 2.2 percent during a difficult period back in 2002, lower than its current level of 2.8 percent and far below a peak of 4.6 percent seen in 2003.
Holiday retail: Bah, Humbug!
Any acquisition of the company would likely result in a wholesale overhaul of management. Many observers say cleaning house could be the best thing for Children's Place (Charts), which at times has been run more like a family business than a publicly traded company. Until his resignation in September, Dabah had served as CEO almost since his family bought the company in 1989. (It went public in 1997.) He remains on the board and along with other family members owns about 18 percent of Children's Place outstanding stock.
Also on the board is Dabah's father-in-law Stanley Silverstein. The board recently censured his sister-in-law Nina Miner, who serves as chief creative officer, for "irregularities in expense reimbursement practices."
The Dabahs have a long and not always pristine history in the garment business. Ezra, along with his father Morris and brothers Haim and Isaac, founded Gitano Group, which road the 1980s designer jeans craze before flaming out amid federal investigations into customs violations, insider trading and accounting irregularities.
Morris and four other executives agreed to pay $1.06 million to settle with the SEC. Gitano was later sold to Fruit of the Loom.