233-100 The Maharaja Dilemma 8-233-100 March 1, 2004 The Maharaja Dilemma Teaching Note Case Synopsis In July 1991, the Maharaja Corporation, Sri Lanka’s largest privately-held company, entered into a joint venture agreement with PepsiCo International. Under the joint venture partnership, the Maharaja Corporation would commence production at its Olé Springs bottling plant and serve as the exclusive bottler and marketer of the Pepsi, Miranda and 7-UP brands. Over the next three years, both Pepsi and the Maharaja Corporation made further equity investments into the joint venture. However, towards the end of 1996, the project was still highly undercapitalized and Pepsi’s management made it clear that it was no longer willing to make further capital investments. Thus, the case is set in January 1997, when Mano Wikramanayake, Group Director of the Maharaja Corporation ponders the fate of the joint venture. Mano had just returned from a grueling road-show in New York in search of a new third-party investor. But, at the time of the case, he had received only one proposal from Donaldson, Lufkin & Jenrette (DLJ). The proposed DLJ deal structure clearly reflects the concerns of any potential investor considering this investment decision in Sri Lanka. As such, the case naturally stimulates the instructor and students to analyze the investment proposal from both sides of the negotiating table. What should the cash flows and discount rate look like from the third-party investor’s perspective? Are there other ways for the Maharaja Corporation to mitigate specific risks and address DLJ’s concerns? Pedagogical Objectives The case is designed to take on a multi-disciplinary approach, and to illustrate how in addition to rigorous financial analysis, emerging market investment decisions encompass much needed strategic, marketing, socio-political and cultural analysis. Finance - The case aims to illustrate the appropriateness and accuracy of various valuation methodologies including Multiples and Discounted Cash Flow (DCF) approaches. In particular, the case is designed to demonstrate the use of various models that capture project risk in emerging markets. Marketing - From a strategic marketing perspective, this case is an excellent example of how a unique competitive landscape can lead to surprising market share results. In particular, the breakout of carbonated versus non-carbonated segments is a key component of the case analysis and must not be overlooked. 1 233-100 The Maharaja Dilemma Socio-Political – Given Sri Lanka’s tumultuous history of civil war, it is imperative that any case analysis involve a deeper examination of the country’s political environment. In particular, the case is designed to illustrate how the existence of a peace agreement and promising economic indicators are highly fragile and unpredictable factors when making investment decisions in Sri Lanka. Assignment Questions for Students Calculate the cost of capital for this project Evaluate the risks involved in this project Value the “put option” Classroom Questions What are the principal risks involved? What would a foreign investor insist on in order to invest? Is the option really a “put”? How can we model a crisis? Define the Issues SWOT Analysis Before embarking on a quantitative analysis of the project investment, the instructor should engage in a detailed analysis of the project from an outside investor’s perspective. The instructor should employ a SWOT Analysis (Internal Strengths & Weaknesses combined with External Opportunities & Threats) to highlight the key issues that would immediately jump out at any third-party investor. See Exhibit TN 1. In particular, the instructor should encourage students to consider the reasons why Pepsi opted not to make any further capital investments in this joint venture. Does Pepsi’s management team really believe that Olé is a viable and sustainable business that can capture significant market share in Sri Lanka? Does Pepsi simply want to check off another country box in the global expansion war against Coca Cola? These are the types of questions that students should be discussing and mulling over before determining Pepsi’s exact role in the venture. Moreover, it is important for students to understand that irrespective of the joint venture’s free cash flows, the project still remains profitable for Pepsi because of the sale of Pepsi concentrate to Olé. Despite Pepsi’s world-renowned marketing savvy it is clear from the case that in many instances, local knowledge of the market was not applied. The instructor should pick clear holes in the way Pepsi handled the Sri Lankan launch and the continued marketing of its products. Again, it appears that Pepsi may not have been truly committed to the project from its initial inception. Students should be encouraged to take on the role of the outside investor and to seriously analyze and consider Pepsi’s motivations and actions. Students should also be encouraged to consider the benefits and drawbacks of the Maharaja Corporation as the exclusive bottler, marketer and distributor of Pepsi products in Sri Lanka. Is it 2 233-100 The Maharaja Dilemma the right company for this project? It is true that the Maharaja’s have a great deal of power and business clout in the country, but the extent of their diversification could be both a current and future source of weakness and inefficiency. The instructor should continue to explore the role of the Maharaja Corporation from a strategic marketing perspective. It would appear that the Maharaja’s have found the perfect blend of a “pull” versus “push” distribution strategy. The company uses its extensive distribution network to push Pepsi products in retail stores around the country. At the same time it uses its ownership of prime broadcast and radio outlets to reach the mass-market, gain brand awareness and ultimately pull customers into a retail outlet selling Pepsi products. However, amidst strong Pepsi brand-name recognition, and the distribution prowess of the Maharaja Corporation, it is important for students not to loose sight of the competitive landscape in Sri Lanka. Specifically, the instructor should lead students to think about the break-out of carbonated versus non-carbonated brands in the soft drink market. Although Sri Lanka does indeed have a high per-capita soft drink consumption as compared to other countries in the region, it is important to note that much of this consumption involves non-carbonated softdrinks. In fact, Sri Lanka is one of the few countries in the world where Coca Cola and Pepsi are the number two and three players behind a local bottler. In terms of consumer preferences, Cola products are not as popular as fruit-based juices and soft-drinks, such as those produced by the local Elephant House brand. In the end, this insight could prove to be one of the defining factors in the success or failure of the Olé venture. Risk Analysis When analyzing the risks of an emerging market investment, students often double count project risks in both the discount rate and the cash flows. In this particular analysis, the instructor should use the opportunity to outline the sovereign, operating and financial risks of the project and demonstrate how most of these risks can be captured in the adjusted project discount rate. One recommended method is to Campbell Harvey’s Institutional Investor’s Country Credit Rating Calculator (IICCRC) to calculate Sri Lanka’s country risk premium. Once the country risk premium has been determined, the instructor should translate the qualitative risk analysis into weighted adjustments for the specific project at hand as compared to an average project in Sri Lanka. To stimulate further analysis, the instructor should engage in discussion surrounding the evolving nature of project risk and how in the future, it can be more or less of a factor. This time varying risk component should be folded into the IICCRC and the cost of equity calculation. When discussing the cost of equity and cost of debt for the project, the instructor should not only emphasize the evolving nature of risk factors but also the changing capital structure of the project. This analysis should lead to the use the Adjusted Present Value (APV) method when using the discounting the project cash flows and arriving at a Net Present Value (NPV). 3 233-100 The Maharaja Dilemma Exhibit TN 2 provides a comprehensive guide to Olé Spring Bottlers risks from the perspective of an outside third-party investor. In particular, the instructor should focus on the four key project risks. Currency Risk: Continued currency depreciation and high inflation rates will have a huge impact on the risk of the project. The instructor should highlight the fact that there is no natural hedge built into the project. In short, the project’s main input – Pepsi Concentrate is paid for in U.S. Dollars while revenue cash flows are received in Sri Lankan Rupees. Political Risk: Political instability and turmoil is a clear risk when assessing any project in Sri Lanka. However, the instructor should encourage students to think specifically about how the presence of a major international partner in the Olé venture could lead to the bottling plant becoming a prime target for any Tamil separatist bombing attack. Creeping Expropriation Risk: Given that the Maharaja Corporation is the largest privately-held corporation in Sri Lanka, the instructor should emphasize how the Sri Lankan government is beginning to clamp down and enforce new measures to collect taxes from those companies that are not listed on the Sri Lankan stock exchange. As such, any third-party investor should be aware of the creeping expropriation risks that will face the joint venture moving forward. Management Risk: The instructor should reiterate the fact that management risk translates Maharaja’s immense diversification into a source of weakness and inefficiency. This is certainly a viable concern from the point-of-view of an outside investor who must gather insights into Maharaja’s management capabilities. In analyzing this particular risk factor, students should be instructed to weigh the benefits of Maharaja’s extensive distribution and marketing network against the negative pull of having too many generalist managers who lack specific experience in the bottling industry. Case Analysis – Project Valuation Cost of Equity Calculation: The cost of equity was calculated using a time-varying discount rate methodology using Institutional Investor Country Credit Ratings (ICCRG). Exhibit TN-5 shows the entire calculation. This methodology takes a constant risk-free US return of 6.33% based on the average yield of a 5 year treasury note. It also assumes a US equity risk premium of 3.5%. From a regression between the ICCRG ratings and sovereign yields, we determine the country risk premium of around 17.9%. An adjustment is made for the industry beta in the US. Risks are categorized between Sovereign, Operating and Financial and allocated weights according to importance. In this case highest weight values were given to Currency Fluctuation 4 233-100 The Maharaja Dilemma (~20%), Direct Expropriation (~10%), Political Risk and Uncertainty (~25%), Management Risk (~6%) and access to capital markets (~15%). Because risks change over time, these weights also change over time. We assumed that currency and political risks would remain relatively constant. We assumed expropriation risk would lower over time as would management risk. We assumed that the importance of gaining access to capital markets would however increase significantly over time. Our rationale for this is that over time, further expansion may be necessary especially in response to competitive threats. While the market may conceivably hold three players, the ability to raise finance to compete effectively would become more important as the market becomes saturated. Each risk is given a score between 10 and -10. A positive weight indicates that the risk has not been mitigated in terms of the current deal structure. A negative weight means that the risk has been mitigated to the extent indicated by the value of the score. For example, in this case the risk of currency had not been entirely mitigated since cashflows would be potentially paid in US$ to DLJ while revenues were being generated in SLR. Consequently a score of -3 was given to this risk. Note that these scores are arbitrary and students may score risks differently as long as they have a justification for doing so. Finally, we introduced some stochastic variables to simulate the probability that certain events would occur to change the riskiness of the venture. In particular a binary variable to denote “crisis” was introduced. This variable had a 10% chance of occurring (again the probability may be different) but when it did, the values of the scores attached to each weight changed dramatically. For instance, if “crisis” occurred, the currency risk changed from a score of -3 to 10 reflecting the fact that a sharp depreciation of the currency would occur making payments to the third party in US$ a more likely outcome. This in turn would affect other factors such as risk of default etc. Without the stochastic variation of the crisis factor, an equity cost of capital of around 24% was returned. Cost of Debt: The cost of debt was calculated by taking the interest expense as a percentage of interest bearing debt. Although currently the company has a high interest cost and would in the future look to restructure its debt, given the high interest rate and inflationary environment in Sri Lanka we find it advisable to continuing using the current interest cost. Free Cash Flows: The two major considerations in projecting the free cash flows for Olé are capital expenditure and depreciation. We know from the industry analysis that bottling operations are highly capital intensive. However this holds true only in the initial period when manufacturing and distribution infrastructure is being set up. Once the operations begin, volumes increments would require a lower marginal investment in capital equipment. Hence gradually the nature of capital expenditure becomes more like maintenance capital expenditure. It will hold true in the case of Olé which implies that its capital expenditure as a percentage of revenues would fall. In our pro forma cash flow statement we assumed that capex as a percentage of revenues falls from 17.8% in 1997 to 10.6% in 2006. Using similar logic, depreciation as a percentage of revenues would also decrease. Our pro forma assumes depreciation decreases from 14.4% of revenues in 1997 to 5 233-100 The Maharaja Dilemma 9.9% of revenues in 2006. Further this implies that by 2006 the company achieves a near steady state and its capital expenditures incurred correspond closely to the depreciation it claims on assets. Discounted Cash Flow Valuation: APV Approach The preferred method to discount cash flows for Olé is using the APV approach. (Exhibit TN-4) The instructor should highlight to students that in Olé’s case the firm’s debt/equity ratio fluctuates constantly over time and that the APV approach helps to account for those changes in capital structure by varying the interest tax shields benefits accruing to the firm. The WACC approach on the other hand assumes a constant debt/equity ratio and is likely to either under- or over-estimation of the tax benefits. Exchange Rate In discounting Olé’s cash flows which are in the nominal Sri Lankan currency, we also need to express those cash flows in US dollars terms. This is also necessary since we are evaluating the Olé investment from the perspective of an overseas investor who invests in US dollars and would measure his return also in US dollars. The instructor should draw the student’s attention to the persistently high inflation rate in Sri Lanka vis-à-vis the United States. Using that data, one can conclude that the Sri Lankan Rupee’s devaluation is primarily a result of the different in inflation rates between Sri Lanka and United States. Further one can generalize that this trend will likely continue over our forecast horizon since we are dealing with long-term average inflation rates. Using PPP, one can arrive at estimates for future currency conversion rates. Sri Lanka’s historic inflation rate which hovers around 11% and the US inflation rate at 2.3% can be used as inputs to project how currency rates would play out over our forecast horizon. We estimated the 1997 exchange rate to be SLR 56.82 for each US dollar increasing to SLR 118.45 for each US dollar by the end of 2006. The instructor should reiterate the importance of exchange rate risk as crucial for this case as the investment is made in US Dollars and the investor’s returns should also be looked at in the same currency. A further complication is that Olé is susceptible to exchange rate risks in its cost structure as the soft drink concentrate purchases from Pepsi are in US$ while all revenues on cola drinks accrue in SL Rupees. Terminal Value & Perpetual Growth Rate The terminal value calculation is always a difficult task but in emerging markets it becomes more difficult given the unpredictability associated with making predictions on long-term political and economic conditions. Instead of using a terminal value multiple for which finding a proxy is difficult, we would recommend using the final year pro forma free cash flow forecast with a perpetuity formula to come up with the terminal value. The challenge then is to come up with a fair assumption for the perpetual growth rate on which the terminal value is highly sensitive. The instructor should point out to students that an educated assumption can be made using the context for each circumstance in which the valuation is carried out. In this case, we are predicting cash flow growth in nominal terms and thus given the inflation rates in Sri Lanka any growth rate that is close to the expected long-term inflation rate is a fair assumption. However the end result should be verified using a sensitivity analysis and separately by factoring the contribution of the terminal value in the overall value arrived at for the firm. Our valuation exercise uses a perpetual growth rate of 9% which our sensitivity analysis shows as reasonable 6 233-100 The Maharaja Dilemma estimate since it does not cause large variations in the firm’s valuation. Similarly the percentage of overall value coming from the terminal value is an acceptable 38%. Results The results of our DCF valuation yield a significantly positive NPV in Sri Lanka Rupee terms and a slightly positive NPV in US Dollar terms. This difference can be accounted for by the change in exchange rates over the course of our cash flow projection period. At this stage, the instructor could position the project as a feasible investment even for an overseas investor. However the analysis so far has not taken into account drastic events such as terrorist attacks, political instability etc. which Sri Lanka has been prone to in the past. After such events one can assume that the required cost of capital is likely to spike up in the near term. How can one account for this? This could be an interesting question for the instructor to pose to students. Is there a way to factor this into the DCF analysis? Surely increasing the cost of capital over the entire DCF period would be unduly unjust for evaluating this project and would result in a negative NPV. The method we propose, instead, is for the instructor to have students introduce the Monte Carlo simulation to their cost of capital calculation. If we can arrive at our best estimate for the probability that such incidents will occur and how they would affect the cost of capital, we can model this probability using a Binomial distribution for our cost of capital calculation. Our analysis used a 10% probability of a destabilizing event occurring in any given year. The result painted a different picture of the firm’s valuation, the firm continues to remain an attractive investment in SL Rupee terms with a NPV of Rs.16.80 on a par value of Rs.10. However the return in US Dollar was now negative with a DCF value of $0.17 on a par value investment of $0.176 per share. Moreover, the probability that the value will be below $0.17 was over 66% indicating that the option was more likely to be exercised than not. The instructor can use this as an example of how marginally positive valuation should be closely scrutinized because as in this case these valuation can become negative if addition levels of complexity like negative random events are modeled into the analysis. Multiples Valuation Approach: The instructor is encouraged to lead students into a discussion surrounding the appropriateness of a multiples approach to value the venture. In conducting this analysis we recommend that students use outside sources to gain better knowledge and understanding of the soft drink market and the key players on both a global and local level. Given the lack of competitors listed on the Sri Lankan stock exchange, we focus our analysis on two comparable companies - Ceylon Cold Stores and Maskeliya Plantations. Although the latter is a tea-based company, we feel that its asset base and size provide a reasonable proxy of Olé’s risk. Given the limited data, we chose to analyze our comparable firms based on the Price/Earnings metric. The furthest forward looking EPS estimate that was consistently available was for the Year 1998. As such, we used a 1998 weighted EPS (60% Ceylon Cold Stores & 40% Maskeliya) to calculate a Price-Earnings multiple for Olé. Exhibit TN-3 illustrates how purchasing power parity was used to convert Olé‘s revenues in Sri Lankan Rupees into U.S. Dollars using the forecasted inflation rates for both countries. Nonetheless, it is extremely important to note that instructors and students alike should remain 7 233-100 The Maharaja Dilemma deeply critical and cautious of this and other multiples valuation approaches in this emerging market setting where they is a lack of obvious and appropriate comparable companies. Further Analysis Value of the Put Option DLJ hold an option to be paid a guaranteed 10% US$ return after 3 years and then again after 4 years if they didn’t exercise the option before. This “put option” can be viewed as a portfolio of equivalent securities. Exhibit TN-6 describes the option payoff. Essentially, the option describes the payoff for a convertible bond with two conversion periods. The payoff diagram is more akin to a “call” option than a “put”. Therefore, we value this instrument using straight zero bonds with a call option at 3 and 4 years. The first conversion option occurs at 3 years. The option holder will only elect to convert the bond to equity via the call option if the equity value delivers more than a 10% annualized dollar value return. Otherwise the option holder will elect to take the bond return. The option holder again has the same choice a year later. Hence we value the instrument by replicating a straight 3 year zero with a call option at strike price $0.227 and a one year zero (three years out) and a call option at $0.249. The calls are European in nature since they are only exercisable at a point in time. Although this “point” is one month long, a minimum of one month’s notice has to be given before exercise and hence no extra value is derived from having a one month period. In our calculations we estimate that DLJ are incented to invest in a zeros with a 2% premium to equivalent US zeros with the same risk. This means there are two components to our calculation. First the “extra” value over and above the “normal” return expected from an alternative use of funds and second the value of the call option. We value the call option using the standard Black-Scholes-Merton model. For this we assumed the volatility of the underlying stock is 30% and the risk free rate is 6%. In Exhibit TN-7 we also show the sensitivity of the option price to changes in these parameters. Another way we could have valued this instrument would be take equity and puts. Students electing to value this way would arrive at the same answer through put-call parity. Exhibit TN-7 shows the valuation of the 17,460,000 options held by DLJ. We assume an initial exchange rate of Rs58.75: $1. The initial value invested is Rs174,600,000 or $2,971,915. This exhibit also shows the difference in valuation of a straight 4 year zero with call option at $0.249 (that is assuming the 3 year option would never be exercised). The difference between that and the original price is the value of the 3 year optionality. Additionally, we included a liquidity discount of 50% since a hedge with the underlying security cannot easily be formed. This is because there is no liquid traded security, nor an exchange traded option. Based on these assumptions, we value the security at $387k. The bulk of the value derives from the option valuation. This scenario will change if students elect to increase or decrease the premium incentive for the zero bond investment. 8 233-100 The Maharaja Dilemma Monte Carlo DCF including skew The DCF analysis using monte carlo simulation showed that “skew” is important to risk evaluation. In this case, the probability distribution of a “crisis” event occurring was such that it occurred 10% of the time. When it did occur it caused the discount rate to spike upwards. This spiking causes skew in the expected distribution of returns used to evaluate the project. Exhibit TN-8 shows the monte carlo results after including the “crisis” factor. The breakeven level for the project in SLR terms is Rs10. Exhibit TN-8 shows that even with skewness included, a positive NPV is likely in SLR terms. The mean is still 16.88 with a standard deviation of 1.84. This means even at 3 standard deviations, this project would still be valuable. Now look at the dollar return table in Exhibit TN-8. The breakeven level is $0.176. The mean here is $0.170 indicating a negative NPV return. Furthermore, the standard deviation is $0.020, meaning that a large loss will be more likely. Thus the instructor can use this case to show how skew matters when evaluating projects involving risk. Real Options Given that the option of taking the funding is negative, why would the Maharaja Group agree to the funding. A qualitative assessment of real options is relevant. They may include: Brand image – being associated with foreign companies allows an improvement to brand Easy to JV with other multi-nationals – with two well-known multinationals, others might be more inclined to do business. Other product launches through Pepsi – once one JV was operating profitably, Pepsi would naturally choose the Maharajas to distribute future products. Inverted Term Structure of interest rates Students may note that the term structure of interest rates is inverted around the time that this case is set. Harvey 1988 (?) shows that term structure inversions are good predictors of impending recession. However, students must be careful since this might equally mean a prediction of inflation. What Happened? Maharaja Accepted the Deal The Put Option was exercised after 3 years. Olé is currently self-sufficient Maharaja is planning to retain due to large capital investments However, willing to sell if receive a good offer Key Takeaways /Learning Points Exchange rate and skew are key Important to model factors which skew the distribution of returns. 9 233-100 The Maharaja Dilemma Without modeling spikes, you run the risk of evaluating the project too simplistically – especially if the probabilities of spike events occurring are low but the cost of consequences high. Evaluating projects from only one exchange rate point of view may result in the wrong decision being taken. All views must be taken since exchange rate risk is important. Uncertainty involves time varying risks Recognise that risks vary over time in the same way that interest rates will vary too. Model the pattern of risk variation to give more depth to a model and still retain an intuitive structure. Option value underpins deal structure Getting a deal put through often relies on delivering value in the right places. In this case, DLJ walked away with $387k for virtually no risk. If the option value had been computed more precisely, the Maharajas may have been able to craft a deal that was cheaper and more effective at mitigating the key risks. 10 233-100 The Maharaja Dilemma Exhibit TN-1 SWOT Analysis Strengths Weaknesses High brand awareness of Pepsi products Over-reliance on Pepsi and its assumed Established network of 45 distributors marketing savvy each supplying 1,100 retailers Unable to maximize local consumer knowledge Strong marketing track record Lack of soft drink “know-how” as a result of Heavy involvement in infrastructure diversified business units and generalist ventures - $3 billion worth of projects in managers the pipeline Opportunities Threats High per capita soft drink consumption Non-carbonated substitutes, such as juices and – average of 22 servings compared to 5 tea brands are maintaining a strong foothold in for India the market Opportunity to distribute Pepsi snack External threat of labor strikes and power foods in the future outages Political instability and civil unrest 11 233-100 The Maharaja Dilemma Exhibit TN-2 Risk SOVEREIGN Currency Risk Rank Description Very High Expropriation Risk (Direct & Diversion) Expropriation Risk (Creeping) Commercial International Partners Political Risk Med Currency depreciation and high inflation could lead to an increase in input prices for Pepsi Concentrate. Revenues in Rupees and Main Input in US Dollars Medium risk of direct government seizure of assets. Government has history of seizing private assets. Corruption Risk OPERATING Technology Risk Med/High Management Risk Med/High Resource Risk Low/Med FINANCIAL Probability of Default Access to Capital Markets High Low Very High Low Low/Med High High risk of the government targeting and collecting cash flows in the form of higher taxes from privately-held companies Pepsi’s brand name and involvement in the joint venture sends a strong positive signal to other potential international investors and partners Risk of political unrest in the form regime change and labor strikes. Bottling plant may be the target of a Tamil separatist attack Immense political nepotism, bribery and threat of corruption. Bottling Technology is unlikely to advance beyond the capabilities of the Olé Springs Plant. Given Maharaja’s immense business diversification, there is much uncertainty about Maharaja’s ability to efficiently focus on the management of the bottling and distribution of Pepsi products Aside from the Pepsi concentrate, there is significant reliance on production and supply-side inputs from within Sri Lanka, including sugar, carbon dioxide and glass bottles. The Maharaja organization is well financed. Pepsi also underwrite the project and so default is unlikely. As a private company not listed on the Sri Lankan stock exchange, there is illiquidity risk and a restriction on the ability to raise capital. 12 233-100 The Maharaja Dilemma Exhibit TN-3 Comparables Valuation Earnings 98E (US$ mn) Olé Springs Bottlers 0.452 Inflation (Sri Lanka) 11% Inflation (US) 2% Exchange Rate using PPP (R/US$) 59.24 Average of 97 and 98 Exchange Rate Comparables in Beverage Industry Ceylon Cold Stores (soft drinks) Maskeliya Plantations (tea) Market Capitalization (US$ mn) Earnings 98E (US$ mn) EPS 98E 12-mth Price Range (Rs) Price/Book Value (X) Par Value (Rs) Shares In Issue (mn) 164.9 - 50.9 0.8 8 10.8 19 3.61 19.8 2.4 10 20 11.5 4.56 13.5 49 - 33.8 1771.2 2-year leading Market Cap/Earnings Ceylon Cold Stores 5.26 Maskeliya Plantations 2.52 Market Capitalization (US$ mm) Olé Springs Bottlers Ceylon Cold Stores (60%) $ 2.379 Maskeliya Plantations (40%) $ 1.140 Intrinsic Enterprise Value for Olé $ 1.884 13 233-100 The Maharaja Dilemma Exhibit TN-4 OLE SPRINGS DISCOUNTED FREE CASH FLOW STATEMENT APV Method Cash Flow from Operations Add Cash Interest paid Less Interest Tax Shield Capex 1997 146,818 42,000 (12,600) (67,000) 1998 78,247 49,660 (14,898) (78,710) Free Cash Flows Free Cash Flows (US $) 1 109,218 $1,922 2 34,299 $556 3 65,222 $975 APV Value Cost of Equity (Time Varying) Discount factor Discounted FCF Discounted FCF (US $) Discounted FCF Discounted FCF (US $) 23.7% 0.81 88,274 $1,554 504,792 $6,340 24.1% 0.65 22,341 $362 Tax Shield Value Cost of Debt Discount factor Discounted Tax Shield Value Discounted Tax Shield Value US $ Tax Shield Value Tax Shield Value (US $) 22% 0.82 10,334 $182 109,226 $1,303 0.67 10,022 $163 Terminal Value Terminal year FCF Terminal Growth Rate Terminal Value Discount factor Present Terminal Value Present Terminal Value US $ 1999 2000 116,087 165,950 58,213 67,670 (17,464) (20,301) (91,614) (105,664) figures in 000's SL Rupees 2001 214,421 78,019 (23,406) (120,764) 2002 270,787 89,220 (26,766) (136,756) 2003 2004 2005 337,997 405,869 485,005 101,196 113,827 126,945 (30,359) (34,148) (38,084) (153,412) (170,414) (187,347) 2006 Terminal 576,861 140,323 (42,097) (203,681) 4 107,655 $1,483 5 148,271 $1,883 6 196,485 $2,299 7 255,422 $2,755 8 315,135 $3,132 9 386,520 $3,541 10 471,406 $3,980 24.2% 0.52 34,213 $511 24.4% 0.42 45,413 $626 25.2% 0.34 49,975 $635 25.3% 0.27 52,838 $618 25.5% 0.21 54,740 $590 25.6% 0.17 53,763 $534 25.8% 0.14 52,417 $480 25.8% 0.11 50,818 $429 0.55 9,635 $144 0.45 9,186 $127 0.37 8,687 $110 0.30 8,148 $95 0.25 7,579 $82 0.20 6,992 $70 0.17 6,396 $59 0.14 5,799 $49 11 26,448 $223 471,406 9.00% 3,489,338 0.11 376,151 $3,176 14 233-100 The Maharaja Dilemma Exhibit TN-4 cont’d Firm Value APV Firm Value Terminal Value Tax Shield Value Total Firm Value SL Rs. US $ % of value 504,792 $6,340 50.98% 376,151 $3,176 37.99% 109,226 $1,303 11.03% 990,169 $10,818 100.00% Equity Value Total Firm Value Less Debt Less Preference Share Capital Total Equity Value # of Equity Shares Value per Equity Share SL Rs. US $ 990,169 $10,818 (112,825) ($1,986) (944) ($17) Par Value 876,400 $8,816 Par Value Rs. 10 47,697 47,697 X Rate 56.82 18.37 $0.185 US $ Par V $0.176 15 233-100 Key Drivers FOREIGN EXHANGE RATE USING PPP SL Rs. : US $ Inflation in SL Inflation in US The Maharaja Dilemma 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 56.82 11.0% 2.3% 61.65 11.0% 2.3% 66.90 11.0% 2.3% 72.58 11.0% 2.3% 78.76 11.0% 2.3% 85.46 11.0% 2.3% 92.72 11.0% 2.3% 100.61 11.0% 2.3% 109.16 11.0% 2.3% 118.45 11.0% 2.3% 13.4% 55,000 12.8% 64,900 12.2% 75,911 11.6% 88,029 11.0% 101,220 10.4% 115,407 9.8% 130,461 9.2% 146,195 8.6% 162,349 8.0% 178,584 16.3% 15.5% 14.7% 13.9% 13.1% 12.3% 11.5% 10.7% 9.9% 9.1% 2,427 183 2,610 70% 1,827 7.5 244 350 (106) 430 2,729 278 3,007 70% 2,105 7.5 281 244 37 430 3,046 396 3,442 70% 2,410 7.5 321 281 41 430 3,379 539 3,918 70% 2,743 7.5 366 321 44 430 3,726 710 4,436 70% 3,105 7.5 414 366 48 430 4,084 912 4,996 70% 3,497 7.5 466 414 52 430 4,452 1,148 5,600 70% 3,920 7.5 523 466 56 430 4,826 1,421 6,248 70% 4,373 7.5 583 523 60 430 5,205 1,735 6,940 70% 4,858 7.5 648 583 65 430 5,584 2,092 7,676 70% 5,373 7.5 716 648 69 430 Invetory/Receivable/Payables PCI - Net Sales OLE - Net Sales Total Sales PCI - Contribution ratio OLE - Contribution ratio Cost of Sales - Pepsi flavours Cost of Sales - OLE flavours Total Cost of Sales 383,513 26,674 410,188 46.00% 54.00% 221,501 188,686 410,188 463,452 43,245 506,698 47.50% 56.20% 266,016 221,934 487,950 556,233 65,552 621,785 49.00% 58.20% 317,110 259,906 577,017 663,304 95,011 758,316 50.25% 59.70% 377,262 305,601 682,863 786,176 133,297 919,473 51.25% 60.70% 448,243 361,353 809,596 926,397 182,378 1,108,775 52.25% 61.20% 529,440 430,205 959,645 1,085,530 244,552 1,330,083 53.25% 61.20% 621,814 516,072 1,137,886 1,265,129 322,479 1,587,608 53.25% 61.20% 742,207 615,992 1,358,199 1,466,696 419,222 1,885,918 53.25% 61.20% 881,667 731,736 1,613,403 1,691,647 538,281 2,229,928 53.25% 61.20% 1,042,491 865,212 1,907,703 Inventory / DirectCOS - 2 mnths Receivables / Net Sales - 55 Days Payables - 90 Days 15.00% 15.00% 25.00% 15.00% 15.00% 25.00% 15.00% 15.00% 25.00% 15.00% 15.00% 25.00% 15.00% 15.00% 25.00% 15.00% 15.00% 25.00% 15.00% 15.00% 25.00% 15.00% 15.00% 25.00% 15.00% 15.00% 25.00% 15.00% 15.00% 25.00% DEPRECIATION & CAPEX Depreciation as a % of revenues Depreciation Capex as a % of revenues WORKING CAPITAL ASSUMPTIONS Bottles & Crates PCI flavours 8 oz cases OLE flavours 8 oz cases Total Volume Glass sales % Glass sales - raw cases Turns Glass required Glass in hand New Glass required Unit cost of Glass & Crates WORKING CAPITAL Invetory Receivables Payables 1996 108,059 50,255 54,113 Glass Bottle Deposit per Crate Changes in Working Capital Glass & Crates Inventory Receivables Payables Glass Bottle Deposit INPUT ASSUMPTIONS Cost of Capital Terminal Growth Rate Tax Rate 101,780 45,752 46,531 (11,273) 48,434 (27,664) 1997 61,528 61,528 102,547 1998 73,192 76,005 121,987 1999 86,552 93,268 144,254 2000 102,429 113,747 170,716 2001 121,439 137,921 202,399 2002 143,947 166,316 239,911 2003 170,683 199,512 284,471 2004 203,730 238,141 339,550 2005 242,010 282,888 403,351 260 260 260 260 260 260 260 260 260 (12,995) (15,922) (11,664) (14,476) 19,441 9,627 (15,266) (17,478) (13,360) (17,263) 22,267 10,568 (17,445) (19,097) (15,877) (20,480) 26,462 11,547 (19,712) (20,769) (19,010) (24,174) 31,683 12,558 (22,280) (22,486) (22,507) (28,395) 37,512 13,596 (24,954) (24,235) (26,736) (33,196) 44,560 14,654 (26,879) (26,005) (33,047) (38,629) 55,078 15,724 (30,209) (27,781) (38,281) (44,746) 63,801 16,798 (33,853) (29,548) (44,145) (51,601) 73,575 17,866 2006 286,155 334,489 476,926 260 24% 12% 30% 16 233-100 The Maharaja Dilemma Exhibit TN-5 17 233-100 The Maharaja Dilemma Exhibit TN-6 – Option payoff Call Option 0.249 0.22.7 Bonds 0 0.227 0.249 Asset Price Payoff on the three year option exercise Payoff on the four year option exercise 18 233-100 The Maharaja Dilemma Exhibit TN-7 – Option valuation Bond Values Assume "normal" 8% return Actual Return (10%) "Normal" Return XS Return PV Call Option Spot Price Exercise Price Time Volatility Risk Free Option Price 3yr zeo 0.227 0.214 0.012 0.010 3,1 zero 0.023 0.018 0.005 0.003 3 year call 0.17 0.23 3 30% 6.00% 0.028 1 year call 0.17 0.25 1 30% 6.00% 0.004 Value of security Total Value Illiquidity Discount (50%) Volatility PV Sum 0.013 4yr zero 0.25 0.23 0.02 0.013 PV Sum PV 4 year call 0.17 0.25 4 30% 6.00% 0.032 0.031 0.045 779,955 389,977 0.044 775,053 387,526 risk free 0.0447 10% 15% 20% 25% 30% 35% 40% 45% 50% 55% 60% 6% 0.022 0.027 0.033 0.039 0.045 0.051 0.056 0.062 0.068 0.073 0.079 6.50% 0.022 0.028 0.034 0.040 0.046 0.051 0.057 0.063 0.069 0.074 0.079 7% 0.023 0.029 0.035 0.041 0.047 0.052 0.058 0.064 0.069 0.075 0.080 7.50% 0.024 0.030 0.036 0.042 0.047 0.053 0.059 0.065 0.070 0.076 0.081 19 233-100 The Maharaja Dilemma Exhibit TN- 8 – Including Skewness in return distribution Table 1 – SLR Return Table 2 – Dollar return Skewness of distribution - (showing discount rate) 20