Question-4:
The benefits and the risks associated with RSE’s merger with FVC was that RSE would gain synergistic edge due to the expertise that FVC had in their engineering field while ensuring that RSE would be able to diversify its operations as well. The kind of machinery and strength RSE had to support FVC and grow it, was substantial therefore by merging with FVC, Elliot was actually investing in that firm to grow it and in turn increase its cash flows as well. The other point under consideration was the contract that FVC was negotiating with the US Government which could prove to be very fruitful for RSE in the future. This is why FVC grabbed Elliot’s attention for it to be acquired while giving them the opportunity to diversify their operations and increasing their cash flows. Although the risks were the high incentives provided to Flinder and his likely retirement which was near in a few years.
The issues with the use of RSE International Scrip was that FVC would end up acquiring many of the shares of RSE since Auden company was already informed of that they will sell the shares of RSE as they won’t be interested in keeping the minority interest. If these shares are also purchased by FVC then they might gain substantial voting rights in RSE.
The relationship between RSE and Auden Company seems to be neutral. It’s just that Auden Company was a sales distribution channel which was generating 15% sales for FVC over the years and later on owned 20% rights of the company. It was Auden Company that pushed the proposal for merger in the market.
As substantial uncertainty regarding the potential benefits of new military technology ‘Gyre’ was prevailing in the market, Bill Flinders was not able to anticipate the benefit of this technology. But this technology was considered as a prime nature with high value of commercialization because other companies were performing research and experimental work at that time when Flinders was going to develop this. It was Elliot who had anticipated investing in the research and development of this technology to achieve potential gains out of it. Since this technology was developed by FVC and RSE was going to push this research further therefore the benefits would be equally distributed among both the companies. But the point to be noted here is that after acquiring FVC, RSE would be sole party for availing the benefits of this technology but it would transfer certain benefits to FVC in the form of bonuses and shares.
Exhibit 1: DCF Valuation
Assumptions | ||||||||
Tax rate | 40% | |||||||
Growth Rate | 4.8% | |||||||
Discount Rate | 7.2% | |||||||
Shares Outstanding | 2,440,000 | |||||||
Share Price | $ 39.75 | |||||||
Market Capitalization | $ 6,990,000 | |||||||
Current | Forecasted | |||||||
Free Cash Flow | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | TV | |
EBIT | 9,612 | 12,412 | 13,390 | 14,820 | 16,510 | 18,460 | ||
Less: Taxes | 4,037 | 4,965 | 5,356 | 5,928 | 6,604 | 7,384 | ||
NOPAT | 5,575 | 7,447 | 8,034 | 8,892 | 9,906 | 11,076 | ||
Add: Depreciation and Amortization | 1,660 | 1,828 | 2,012 | 2,212 | 2,432 | |||
Less: Change in Net Working Capital | 3,491 | 2,184 | 2,456 | 2,729 | 3,002 | |||
Less: CAPEX | 2,490 | 2,742 | 3,018 | 3,318 | 3,648 | |||
FCF | 3,126 | 4,936 | 5,430 | 6,071 | 6,858 | |||
Terminal Value | 285,750 | |||||||
PV of FCF | 2916 | 4295 | 4408 | 4597 | 4844 | 201,842 | ||
Intrinsic Value | ||||||||
Enterprise Value | 222,903 | |||||||
Equity Value | 222,902,832.84 | |||||||
Equity Value/Share | $ 91.35 |
Exhibit-2: Sensitivity Analysis
Assumptions | |||||||||||||||
Tax rate | 40% | ||||||||||||||
Growth Rate | 4.8% | ||||||||||||||
Discount Rate | 7.2% | ||||||||||||||
Shares Outstanding | 2,440,000 | ||||||||||||||
Worst Case Scenario | |||||||||||||||
Actual | Projected | ||||||||||||||
2007 | 2008 | 2009 | 2010 | 2011 | 2012 | ||||||||||
Sales (increase by 10%) | $49,364 | $54,300 | $59,730 | $65,703 | $72,274 | $79,501 | |||||||||
Cost of goods sold (increase by 10%) | 37,044 | 40,748 | 44,823 | 49,306 | 54,236 | 59,660 | |||||||||
Gross profit | 12,320 | 13,552 | 14,907 | 16,398 | 18,038 | 19,841 | |||||||||
Selling, general, and administrative (increase by 10%) | 2,936 | 3,230 | 3,553 | 3,908 | 4,299 | 4,728 | |||||||||
Other income—net | 228 | 240 | 264 | 288 | 320 | 352 | |||||||||
Income before taxes | 9,612 | 10,562 | 11,619 | 12,778 | 14,059 | 15,465 | |||||||||
Taxes | 4,037 | 4,225 | 4,647 | 5,111 | 5,624 | 6,186 | |||||||||
Net income | $5,575 | 6,337 | $6,971 | $7,667 | $8,435 | $9,279 | |||||||||
Best Scenario | |||||||||||||||
Actual | Projected | ||||||||||||||
2007 | 2008 | 2009 | 2010 | 2011 | 2012 | ||||||||||
Sales (increase by 15%) | $49,364 | $56,769 | $65,284 | $75,076 | $86,338 | $99,289 | |||||||||
Cost of goods sold (incease by 8%) | 37,044 | 40,008 | 43,208 | 46,665 | 50,398 | 54,430 | |||||||||
Gross profit | 12,320 | 16,761 | 22,076 | 28,412 | 35,940 | 44,859 | |||||||||
Selling, general, and administrative (incease by 5%) | 2,936 | 3,083 | 3,237 | 3,399 | 3,569 | 3,747 | |||||||||
Other income—net | 228 | 240 | 264 | 288 | 320 | 352 | |||||||||
Income before taxes | 9,612 | 13,918 | 19,103 | 25,301 | 32,691 | 41,464 | |||||||||
Taxes | 4,037 | 5,567 | 7,641 | 10,120 | 13,077 | 16,585 | |||||||||
Net income | $5,575 | $8,351 | $11,462 | $15,181 | $19,615 | $24,878 | |||||||||
Worst Case Scenario | Current | Fore casted | |||||||||||||
Free Cash Flow | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | TV | ||||||||
EBIT | 9,612 | 10,562 | 11,619 | 12,778 | 14,059 | 15,465 | |||||||||
Less: Taxes | 4,037 | 4,225 | 4,647 | 5,111 | 5,624 | 6,186 | |||||||||
NOPAT | 5,575 | 6,337 | 6,971 | 7,667 | 8,435 | 9,279 | |||||||||
Add: Depreciation and Amortization | 1,660 | 1,828 | 2,012 | 2,212 | 2,432 | ||||||||||
Less: Change in Net Working Capital | 3,491 | 2,184 | 2,456 | 2,729 | 3,002 | ||||||||||
Less: CAPEX | 2,490 | 2,742 | 3,018 | 3,318 | 3,648 | ||||||||||
FCF | 2,016 | 3,873 | 4,205 | 4,600 | 5,061 | ||||||||||
Terminal Value | 210,875.65 | ||||||||||||||
PV of FCF | 1881 | 3370 | 3413 | 3484 | 3575 | 148,954.11 | |||||||||
Intrinsic Value | |||||||||||||||
Enterprise Value | 164,677 | ||||||||||||||
Equity Value | 164,677,198 | ||||||||||||||
Equity Value/Share | $ 67.49 | ||||||||||||||
Best Scenario | Current | Fore casted | |||||||||||||
Free Cash Flow | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | TV | ||||||||
EBIT | 9,612 | 13,918 | 19,103 | 25,301 | 32,691 | 41,464 | |||||||||
Less: Taxes | 4,037 | 5,567 | 7,641 | 10,120 | 13,077 | 16,585 | |||||||||
NOPAT | 5,575 | 8,351 | 11,462 | 15,181 | 19,615 | 24,878 | |||||||||
Add: Depreciation and Amortization | 1,660 | 1,828 | 2,012 | 2,212 | 2,432 | ||||||||||
Less: Change in Net Working Capital | 3,491 | 2,184 | 2,456 | 2,729 | 3,002 | ||||||||||
Less: CAPEX | 2,490 | 2,742 | 3,018 | 3,318 | 3,648 | ||||||||||
FCF | 4,030 | 8,364 | 11,719 | 15,780 | 20,660 | ||||||||||
Terminal Value | 860,842.11 | ||||||||||||||
PV of FCF | 3759 | 7278 | 9512 | 11949 | 14594 | 608,064.40 | |||||||||
Intrinsic Value | |||||||||||||||
Enterprise Value | 655,156 | ||||||||||||||
Equity Value | 655,156,286 | ||||||||||||||
Equity Value/Share | $ 268.51 | ||||||||||||||
Exhibit-3: Re-Projections of Income Statement
2003 | 2004 | 2005 | 2006 | 2007 | |
Sales | $36,312 | $34,984 | $35,252 | $45,116 | $49,364 |
Cost of goods sold | 25,924 | 24,200 | 24,300 | 31,580 | 37,044 |
Gross profit | 10,388 | 10,784 | 10,952 | 13,536 | 12,320 |
Selling, general, and administrative | 2,020 | 2,100 | 2,252 | 2,628 | 2,936 |
Other income—net | 92 | 572 | 108 | 72 | 228 |
Income before taxes | 8,460 | 9,256 | 8,808 | 10,980 | 9,612 |
Taxes | 3,276 | 3,981 | 3,620 | 4,721 | 4,037 |
Net income | 5,184 | 5,275 | 5,188 | 6,259 | 5,575 |
Cash dividends | 1,680 | 2,008 | 2,016 | 2,304 | 2,304 |
Depreciation | 784 | 924 | 1,088 | 1,280 | 1,508 |
Capital expenditures | 1,486 | 1,826 | 2,011 | 2,213 | 2,433 |
Working capital needs | 1,899 | 3,492 | -1,200 | 4,289 | 4,757 |
FCF | 5,968 | 6,199 | 6,276 | 7,539 | 7,083 |
% Change | 3.87% | 1.24% | 20.12% | -6.05% | |
Growth rate | 4.80% | ||||
Re-Projected Income Statement | |||||
2,008 | 2,009 | 2,010 | 2,011 | 2,012 | |
Sales | 52,262 | 55,329 | 58,577 | 62,016 | 65,656 |
Cost of goods sold | 39,259 | 41,607 | 44,095 | 46,732 | 49,526 |
Gross profit | 13,002 | 13,722 | 14,482 | 15,284 | 16,130 |
Selling, general, and administrative | 3,110 | 3,292 | 3,485 | 3,690 | 3,907 |
Other income—net | 293 | 310 | 328 | 347 | 368 |
Income before taxes | 10,186 | 10,740 | 11,325 | 11,941 | 12,591 |
Taxes | 4,074 | 4,296 | 4,530 | 4,776 | 5,036 |
Net income | 6,111 | 6,444 | 6,795 | 7,165 | 7,554 |
Exhibit-4: Re-calculation for Enterprise Value
Assumptions | |||||||||
Tax rate | 40% | ||||||||
Growth Rate | 4.8% | ||||||||
Discount Rate | 7.2% | ||||||||
Shares Outstanding | 2,440,000 | ||||||||
Share Price | $ 39.75 | ||||||||
Market Capitalization | $ 96,990,000 | ||||||||
Current | Fore casted | ||||||||
Free Cash Flow | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | TV | ||
EBIT | 9,612 | 10,186 | 10,740 | 11,325 | 11,941 | 12,591 | |||
Less: Taxes | 4,037 | 4,074 | 4,296 | 4,530 | 4,776 | 5,036 | |||
NOPAT | 5,575 | 6,111 | 6,444 | 6,795 | 7,165 | 7,554 | |||
Add: Depreciation and Amortization | 1,660 | 1,828 | 2,012 | 2,212 | 2,432 | ||||
Less: Change in Net Working Capital | 3,491 | 2,184 | 2,456 | 2,729 | 3,002 | ||||
Less: CAPEX | 2,490 | 2,742 | 3,018 | 3,318 | 3,648 | ||||
FCF | 1,790 | 3,346 | 3,333 | 3,330 | 3,336 | ||||
Terminal Value | 139,018.32 | ||||||||
PV of FCF | 1670 | 2912 | 2705 | 2521 | 2357 | 98,196.97 | |||
Intrinsic Value | |||||||||
Enterprise Value | 110,362 | ||||||||
Equity Value | 110,362,332 | ||||||||
Equity Value/Share | $ 45.23 |
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