Contrarian Corpus
short seller full deck initial thesis
2019-09-05 · 92 pages

Church & Dwight Co., Inc. CHD

CHD trades at an all-time-high premium as a trade-war safe haven, but CEO Farrell's financial-engineering roll-up is cracking; 35-50% downside to $40-$52/share.

N 5 Narrative
V 4 Visual
C 4 Craft
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Thesis

Church & Dwight, the $22bn consumer-staples roll-up best known for Arm & Hammer, has rallied to an all-time-high valuation as investors crowded into defensive names during the 2019 trade-war scare. Spruce Point argues the premium is unjustified: since CEO Matt Farrell (formerly of scandal-plagued Alpharma) took the helm in 2016, strategy has pivoted from product innovation to financial engineering, with three recent expensive acquisitions, Waterpik, Passport and FLAWLESS, already showing sales declines, margin erosion and questionable accounting. Forensic work surfaces undisclosed M&A, increased factoring, inventory-method gimmicks that inflated gross margin and a related-party JV with Occidental (Armand Products) that appears to require consolidation. Insiders own just 2% and are selling into the rally. With shares 8% above Street price targets, Spruce Point values CHD at 13-16x adjusted EBITDA, implying $38-$52/share and 35-50% downside.

SCQA

Situation

Church & Dwight is a $22bn S&P 500 consumer-staples roll-up behind Arm & Hammer, trading at an all-time-high premium multiple as investors crowd into defensive names during the 2019 trade war.

Complication

Under CEO Matt Farrell the strategy has pivoted to financial engineering; recent headline acquisitions (FLAWLESS, Waterpik, Passport) are already missing targets and accounting, factoring and a hidden Armand JV are inflating reported EBITDA.

Resolution

Sell the stock; the Board should suspend acquisitions, split Farrell's CEO/Chairman role, claw back gamed bonuses and consolidate the Armand related-party JV via a full restatement.

Reward

On normalized EBITDA of $940-$978m at 13-16x, Spruce Point derives a $38-$52 price target versus ~$80 today, or 35-50% downside, in line with its prior forensic-short track record.

The three reasons

  1. 1

    CEO Farrell's financial-engineering playbook mirrors his prior failure at Alpharma

  2. 2

    Recent acquisitions FLAWLESS, Waterpik and Passport already missing targets and margins

  3. 3

    Hidden Armand JV plus accounting gimmicks materially inflate reported EBITDA and cash flow

Primary demands

  • Investors should sell CHD shares (Strong Sell opinion)
  • Board should suspend further acquisitions pending review of recent deals
  • Divide Farrell's combined CEO/Chairman role
  • Restate financials to consolidate the Armand Products related-party JV
  • Claw back unjustly earned executive compensation tied to gamed bonus targets

KPIs cited

Downside to fair value
35%-50% (implied price target $40-$52, precise range $38.47-$52.01)
EV / 2020E EBITDA
CHD 20.5x vs peer average 13.1x (highest in consumer-staples coverage)
P / 2019E EPS
CHD 32.3x vs peer average 19.7x
2019E gross margin
CHD 45.2% vs peer average 48.2%
Consensus EBITDA vs Spruce Point adj EBITDA
$1,035.8m consensus reduced to $940-$978m after JV, productivity, Waterpik and FLAWLESS adjustments
Debt / 2020E EBITDA
2.3x headline, estimated 2.7x after consolidation/normalization
Waterpik purchase price (2017)
$1.0bn; Q1'18 sales declined to $85m and Q2'18 to $79m from $102m in Q4'17
FLAWLESS purchase price (May 2019)
$475m cash plus up to $425m earnout, plus $475m service agreement to Idea Village
Insider ownership
~2% of shares, flat for four years, with heavy recent selling by three directors at $79-$80
Cash conversion days
Bottomed at 15 days in Q3'17, now ~24 days in 2018
Dividend increase 2019
+4.6%, the smallest increase in company history
Import exposure
22% of imports via Hong Kong (16%) and China (5%); Waterpik facing 25% U.S. tariff
Armand JV estimate
~$100m revenue; consolidation would inflate reported EBITDA by $13-$27m and FCF by $5-$10m

Pattern membership

Where this document fits across the library's 12 rhetorical / structural patterns. Orange cells are present in this deck; neutral cells are not.

Precedents cited

  • Spruce Point's prior short of Caesarstone (2015)
  • Spruce Point's prior short of Boulder Brands (2013)
  • Spruce Point's prior short of Weis Markets (2018)
  • Spruce Point's prior short of iRobot (2018-19)
  • Spruce Point's prior short of Mettler-Toledo (2019)
  • Spruce Point's prior short of A.O. Smith (2019)
  • Farrell's tenure as CFO of Alpharma (material weaknesses, non-reliance opinion, DOJ settlement)

Composition what's on the 92 slides

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Notes

Signature Spruce Point long-form forensic short deck (92 pages). Memorable condom-box cover ("Arm Yourself To Get Hammered") and distinctive teal/grey branded template. Strong SCQA with a dismantled bull-case slide (p.11) and annotated share-price chart (p.10) that are unusually stealable. Valuation waterfall (p.92) produces an explicit $38.47-$52.01 price target; peer-gap tables on p.89-90 anchor the overvaluation argument. Uses Nielsen data, Amazon scrapes, channel checks and former-employee quotes (e.g. the "Dump it! Horrible" soundbite on p.30) alongside verbatim CEO/CFO call quotes to expose contradictions. Short-seller context: no long stake disclosed; Spruce Point is explicitly short via stock, puts and calls per the disclaimer. Date inferred from filename and cover (9-5-2019).