The Case ABC Automotive Products has selected you to advise them on the sale of their company. As analysts you have been assigned to construct the valuation analysis that will be used in the coming days to evaluate several incoming offers. The analysis is critical for the client as they will be using as the bases for which offer they will accept. ABC is expecting to see strong supporting analysis of how you arrived at the valuation. You must provide a strong supporting financial model to support the range of values that you arrive at. Using the attached information which includes a company snapshot, public comps, comparable transactions, Income Statement, and a DCF analysis, you need to determine a range of values for ABC Automotive Products. Company Snapshot ABC Automotive Products is a vertically integrated supplier controlling all aspects, and taking responsibility for, the design and manufacture of on-glass connection systems, including the soldering process on customer glass and the functionality in the vehicle or component assembly. Copyright © 2006 Deloitte Development LLC. All rights reserved. 1 Valuation Analysis Valuation Methodologies Comparable Company Analysis Comparable Transaction Analysis Discounted Cash Flow Analysis Leveraged Buyout Analysis Value based on comparisons Value based on comparisons Value based on the present Value based on potential Comparable publicly traded Comparable acquisitions Free cash flow is defined as Value constrained by credit with “similar” publicly traded companies companies similar in business, financial structure, growth prospects, financial performance, and size Valuation benchmarks include multiples of: - Revenue - EBITDA with “similar” acquisition transactions similar in business, industry, and financial structure Value includes control premium Valuation benchmarks include multiples of: - Revenue - EBITDA Copyright © 2006 Deloitte Development LLC. All rights reserved. value of future free cash flows unlevered net income plus non-cash adjustments, less changes in working capital and capital expenditures purchase price in a leveraged buyout transaction markets, debt capacity, and equity investor return expectation Discount rate as determined by the weighted average cost of capital and financial risk 2 Discounted Cash Flow (Includes Income Statement) Income Statement Net Sales COGS Gross Profit R&D SG&A Depreciation Expense Operating Profit Interest Expense Pre-Tax Income Income Tax Net Income Please answer the following: a) Present value of 2004-2009 Cashflows: b) Present Value of Terminal Value: c) Total Enterprise Value of XYZ: The space below is provided for your model. Please show all work. Data for ABC (Assume constant for the entire timeframe): Operating Profit Margin Taxes Net Working Capital (% of sales) Capital Expenditures (% of sales) Depreciation (% of sales) Terminal Growth Rate (of Free Cash Flow) re = 18% rd = 10% WACC 14.4% ($ in MM) Sales NWC 25% 40% 10% 5% 5% 3% 2006 185.3 111.2 74.1 3.0 26.5 1.3 43.3 2.0 41.3 14.0 27.3 $ 2006 185.3 2007 213.1 2008 245.1 2009 281.8 2010 324.1 2011 372.7 2012 428.6 2006 2007 2008 2009 2010 2011 2012 18.5 $ 21.3 $ 24.5 $ 28.2 $ 32.4 $ 37.3 $ Terminal Value 42.9 EBIT Less: Taxes Add: Depreciation Less: Change in NWC Less: Capital Expenditures FCF Years Out Discount Factor PV Copyright © 2006 Deloitte Development LLC. All rights reserved. 0.50 1.50 2.50 3.50 4.50 5.50 5.50 3 Comparable Transactions Enterprise Value Date Announced Acquiror Target 12/18/06 Kimball Electronics Group Reptron Electronics Inc 11/29/06 Nidec Corp 11/03/06 Sensata Technologies Inc. 08/31/06 Enterprise Value ($mm) Sales EBITDA 49.7 2.8 x 9.4 x Brilliant Manufacturing Ltd 134.6 1.9 x 6.6 x 914.9 3.9 x 12.7 x Weichai Power Co Ltd First Technology Automotive and Special Products Torch Automobile Group Co Ltd 300.0 3.6 x 20.3 x 05/23/06 Assa Abloy AB Fargo Electronics Inc 686.9 2.4 x 11.7 x 02/01/06 Emerson Electric Co. Artesyn Technologies Inc. 669.9 1.4 x 19.4 x 12/19/05 Honeywell International Inc First Technology PLC 2,294.6 3.1 x 7.7 x 06/06/05 INSSEC Cie Automotive SA 947.1 2.5 x 4.6 x 12/13/04 Honeywell International Inc Novar PLC 254.7 3.5 x 13.6 x 10/25/04 Magna International Inc Tesma International Inc 559.5 1.2 x 14.4 x 07/07/04 Emerson Electric Co. 406.0 2.7 x n/a 05/12/04 Mitsuba Corp Marconi Corporation PLC, Outside Plant and Power SystemsDenki Business Jidosha Kogyo Co Ltd 90.0 2.6 x n/a Averages $365 2.4 x 12.0 x Copyright © 2006 Deloitte Development LLC. All rights reserved. $ 4 Comparable Public Companies Company Name Johnson Controls Inc. Magna International, Inc. Denso Corp. Siemens AG Valeo SA Aisin Seiki Co. Ltd. Sumitomo Electric Industries Ltd. PPG Industries Inc. Average Median Copyright © 2006 Deloitte Development LLC. All rights reserved. Share Price $92.46 78.12 40.04 109.51 45.54 32.51 15.29 66.29 Market Cap $18,122 8,572 33,085 97,647 3,490 9,342 11,597 10,955 Net Enterprise EV/ EV/ Debt Value Sales EBITDA $4,450 $ 22,572 2.11X 9.83X (663) 7,909 2.80X 12.68X (797) 32,287 3.00X 9.21X 6,046 103,692 2.88X 11.89X 1,339 4,829 2.30X 13.01X (123) 9,218 2.55X 11.12X 2,878 14,476 3.21X 8.10X 997 11,952 2.98X 12.33X 2.73X 11.02X 2.84X 11.51X 5 Range of Value Summary 2006 Sales 2006 EBITDA Public Comps Sales EBITDA Transaction Comps Sales EBITDA Multiple Value DCF Value Range of Value: Min Max Average Copyright © 2006 Deloitte Development LLC. All rights reserved. 6 About Deloitte Deloitte refers to one or more of Deloitte Touche Tohmatsu, a Swiss Verein, its member firms and their respective subsidiaries and affiliates. Deloitte Touche Tohmatsu is an organization of member firms around the world devoted to excellence in providing professional services and advice, focused on client service through a global strategy executed locally in nearly 150 countries. With access to the deep intellectual capital of approximately 135,000 people worldwide, Deloitte delivers services in four professional areas—audit, tax, consulting and financial advisory services—and serves more than one-half of the world’s largest companies, as well as large national enterprises, public institutions, locally important clients, and successful, fast-growing global growth companies. Services are not provided by the Deloitte Touche Tohmatsu Verein, and, for regulatory and other reasons, certain member firms do not provide services in all four professional areas. As a Swiss Verein (association), neither Deloitte Touche Tohmatsu nor any of its member firms has any liability for each other’s acts or omissions. Each of the member firms is a separate and independent legal entity operating under the names “Deloitte”, “Deloitte & Touche”, “Deloitte Touche Tohmatsu” or other related names. In the US, Deloitte & Touche USA LLP is the US member firm of Deloitte Touche Tohmatsu and services are provided by the subsidiaries of Deloitte & Touche USA LLP (Deloitte & Touche LLP, Deloitte Consulting LLP, Deloitte Financial Advisory Services LLP, Deloitte Tax LLP and their subsidiaries), and not by Deloitte & Touche USA LLP. The subsidiaries of the US member firm are among the nation's leading professional services firms, providing audit, tax, consulting and financial advisory services through nearly 30,000 people in more than 80 cities. Known as employers of choice for innovative human resources programs, they are dedicated to helping their clients and their people excel. For more information, please visit the US member firm’s web site at www.deloitte.com/us. All investment banking products and services within the United States are offered exclusively through Deloitte & Touche Corporate Finance LLC. Deloitte & Touche Corporate Finance LLC is a wholly owned subsidiary of Deloitte Financial Advisory Services LLP. Disclosure Deloitte & Touche Corporate Finance LLC (“D&TCF”) is the U.S. corporate finance practice of Deloitte & Touche USA LLP, the US member firm of Deloitte Touche Tohmatsu. D&TCF is a member firm of the National Association of Securities Dealers (NASD). D&TCF is also registered with the SEC as a Securities Broker/Dealer. Sell side advisory services, buy side advisory services, private placement advisory services, transaction sourcing services and general corporate development advisory services are provided by Deloitte & Touche Corporate Finance LLC. Certain related transaction services in support of Deloitte & Touche Corporate Finance LLC engagements are provided by Deloitte Financial Advisory Services LLP, the parent firm of Deloitte & Touche Corporate Finance LLC. These include services related to valuation, regulatory and licensing support and reorganization and restructuring. Consulting services relating to post-merger integration, network optimization, customer relationship management, supply chain management, back office billing systems and MIS solutions and human capital management, are offered by Deloitte Consulting LLP. Transaction due diligence services are offered by Deloitte & Touche LLP. Tax services are offered by Deloitte Tax LLP. Deloitte Consulting LLP, Deloitte Touche LLP and Deloitte Tax LLP are both wholly owned subsidiaries of Deloitte & Touche USA LLP, the parent of Deloitte Financial Advisory Services LLP. The transaction or transaction related experience listed in the foregoing descriptions and tombstones entail engagements in which there was material participation by either Deloitte & Touche Corporate Finance LLC, the Corporate Finance Practice of Deloitte & Touche LLP (the predecessor practice of D&TCF) and / or a non-US corporate finance practice of a member firm of Deloitte Touche Tohmatsu. Copyright © 2006 Deloitte Development LLC. All rights reserved. 7