David Whitehead (Pty) ltd is a South African fashion retailer. It was founded by Mr David Whitehead in 1950. Its ownership has remained in the David Whitehead family ever since. The growth has been organic. It now has 225 stores located throughout South Africa. They have also recently launched an online store. This online store has been very successful. It was ranked in the top 20 of all their stores in terms of revenue generation in 2020.
David Whitehead sells a range of trendy men’s, Women’s and children’s ,clothing, shoes and accessories. The business model is based on offering distinctive and market leading value to customers. The target is young customers in middle to upper class category. Sales are made on a cash basis. The management of David Whitehead did not want to extend credit as they did not want to have cash tied up on the Balance Sheet and be exposed to bad debts. The want cash available for dividend payments and future growth without having to rely heavily on gearing. David Whitehead has performed very well relative to some its peer whose revenue was driven by the expanding credit market. Despite this relatively good performance the directors of David Whitehead are concerned that the growth of the company has slowed down in the last couple of years. While the growth has slowed down due to difficult trading conditions, the management is aware that their growth strategy has to be revisited and revised in light of market developments. Consequently, a strategic planning session was Scheduled.

Potential acquisition
The strategy session generated good ideas for David Whitehead (Pty) ltd. The company decided to focus on expanding their business through acquisition. Several targets for this have been identified. The leading target for this acquisition is Power Sales (Pty) ltd. The directors of David whitehead have entered preliminary negotiations with the top management and the majority shareholders of Power Sales (Pty) ltd. At this stage of the negotiations the majority shareholders of Power Sales (Pty) ltd have indicated a very strong willingness in selling their shares to David Whitehead (Pty) ltd.
Power Sales (Pty) Ltd is in the clothing business. It focuses on Women’s clothing, shoes, and accessories. The company is focused on age 40+ career-oriented women and family-oriented women. The customers of Power Sales (Pty) ltd fall in the upper end of the clothing market. Powers sales buys clothes from local suppliers. These clothes are then sold under the Power sales brand. The Power Sales (Pty) ltd brand is very popular in South Africa. This has made it very attractive to David Whitehead (Pty) ltd. David whitehead plans to keep the Power sales brand. The stores are expected to continue operating in the same way post acquisition. They will not be integrated into the David White (Pty) ltd brand. The financial statements for Power Sales (Pty) ltd for the year ended 30 June 2022 are given below as follows:

Notes:
1. Most of the sales of Power Sales (Pty) ltd are on credit. About 85% of the sales were on credit in 2022. In 2021 about 90% of the sales were on credit. This reduction was due to the deterioration in the credit market. Management was forced to tighten credit extension. In 2022 a larger than usual summer sale was held to try and stimulate sales and move stock.
The management of David whitehead (Pty) ltd expects total sales to increase by 1.5% in real terms during the first year after acquisition and by a further 3% in real terms in the second year after acquisition. The management also plans on reducing credit sales to 80% of the total sales in the first year and to 75% thereafter.

2. Power Sales imports a significant portion of its trading stock from the European Union, and it is denominated in euros. Power sales does not hedge against exchange rate risk.

The management of David Whitehead believes that this exposure to foreign currency fluctuations increases the group’s overall risk.

3. The management of David whitehead (Pty) ltd believes that they will be able to improve the gross margin of Power Sales by 3% (in absolute terms) in the first year. In the second year the gross margin is expected to increase by 5% (in absolute terms) more than what it is currently.
4. Lease expenses are included in operating expenses (see note 7). The leases on a number of stores were up for renewal at the beginning of the 2022 financial year. Power Sales’ management renewed some of them. However, there was a decision not to renew some of them in some of the prime areas due to escalating costs.
5. Other operating income consists of rental from the office building (see note 7) and interest on overdue trade receivables. The annual rental receivable on the office building was unchanged from 2021.
6. The investment income comes from an investment in a minority interest of 10 000 shares. The investment is shown in the Statement of Financial Position at the most recently traded price. The most recent transaction took place in 2019. The investment is illiquid. David whitehead (Pty) ltd plans to hold on to the investment after acquisition. A dividend of R1.39 per share is expected to be received in one year’s time and a sustainable nominal growth rate of 8% is expected. The management of David Whitehead (Pty) ltd believes that a minimum return of 18% is appropriate given the nature of the investment’s risk profile.
7. Power Sales leases its premises, warehouse, and distribution centre. The head office buildings are owned by Power Sales. Power Sales also owns a small office building that they constructed four years ago. They were anticipating accelerated growth. It turned out that the growth expectations were overoptimistic and as a result the building has never been used. This building has been leased out. The management of David Whitehead plans on selling the building after acquisition. The most recent valuation of the building indicated a value of R10 200 000.
The management expects that an amount of R4 100 000 will be spend on replacement and expansion of fixed assets in the year following the acquisition, and an amount of R4 750 000 in the year after. Depreciation expense (included in cost of sales and operating expense) is expected to be R3 120 000 in the first year and R3 250 000 in the second-year post acquisition.
8. The table below gives a breakdown of trade receivables.

The trade receivables of power sales have payment terms ranging between three and nine months. Interest is charged on overdue accounts (see note 5). The management of David

Whitehead (Pty) ltd intend on putting in place a very strict debtors collection policy. The management believes that there will be no overdue accounts at the end of the first year after acquisition. Short term staff loans are expected to be repaid during the first year after acquisition.
9. The management of David Whitehead plans on repaying interest bearing debt and overdraft immediately after acquisition. It does not have any plans to replace these with similar debt instruments. The loan agreement stipulates a 1% penalty on the outstanding principal amount for early settlement.

10. Power Sales’ creditors had a payment period of 46 days for 2022, and in 2021 the payment period was 41 days. Additional information relating to David Whitehead’s post acquisition projections is as follows:

• The management of David Whitehead did not perform a detailed tax calculation and just assumed a tax rate of 28% on net income.
• The net working capital balance will be brought down to 45% of total sales in the first year and 42% of total sales in the second year.
• A sustainable real growth rate of 4% in free cash flows is expected after the end of the second year.
• The management of David Whitehead have stipulated that a minimum return of 16% is required. The current WACC for Power Sales is 15,2%.
• The latest CPI reading came in at 6.3%. The management expects inflation to come down to 6.1 % in 2023; 6.0 % in 2024 and 5.8% thereafter.
The management of David Whitehead discovered that one of Power Sales’ overseas suppliers employs child labour. Furthermore, this supplier subjects its staff to appalling working conditions. This was then brought to the attention of the management of Power Sales. The management of Power Sales argued that they “turned a blind eye” because of the cheap prices and good quality offered by the supplier.
Financing Considerations
The management of David Whitehead (Pty) ltd is considering several options to finance the purchase of Power Sales (Pty) ltd. The management has estimated that they would need to raise approximately R 640 million
David Whitehead (Pty) ltd is considering the following options:
1. Jebar Bank (JB) ltd is willing to advance a loan of R640 million. The principal amount of the loan is repayable in a single instalment at the end of five years. Interest on the loan is payable annually in arrears. It bears interest at a rate of 3- month JIBAR plus 5%. Fifty percent of the loan will be secured over the fixed assets of David Whitehead (Pty) ltd. The loan agreements include covenants that have to be met throughout the duration of the loan including minimum financial ratios. In the event that the covenants are breached, the interest rate on the loan will increase to 10% above JIBAR for as long as the covenant remains in breach. Jebar Bank ltd has been David Whitehead (Pty) ltd.’s commercial bankers for the last 20 years.

2. Another Bank, namely Zimbank ltd has offered to arrange a four-year syndicated loan of R640 million at a fixed interest rate of 10% per annum. Interest is payable semi- annually in arrears and the loan principal will be repayable in four annual instalments of R160 million each. Upfront issuance costs of 1.5% will be paid to Zimbank ltd for arranging syndication.
3. Pambili ltd , a listed investment holding group, have been looking to increase their exposure to the clothing sector and had previously expressed a strong interest in acquiring a minority shareholding interest in David Whitehead. The letter of interest submitted to the directors of David Whitehead included the following details:

• Pambili would like to subscribe for a 27% shareholding in David Whitehead based on a P/E valuation of around 17 times their most recent audited earnings number.
• Pambili requires the right to be able to appoint two non-executive directors to the board of directors of David Whitehead.
This letter of interest was submitted a few months ago, before David Whitehead was considering growing by acquisition.
Additional information:
• 3- months JIBAR is currently around 6.08%
• Use 365 days in a year.

Required

Answers to Above Questions David Whitehead Case Study

Answer 1: An analysis of profitability and working capital management performance of Power Sales (Pty) Ltd can be possible with the application of ratio analysis. The important profitability performance indicators such as gross profit margin and net profit margin can be utilised in order to evaluate the overall performance of the company in 2021 and 2022. The working capital management can be evaluated through the consideration of acid test ratio and current ratio. These ratios are calculated as follows:

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