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Valuation Analysis and Structured Management Buy-Out of SolarTech Inc.
1. Valuation Analysis and Structured
Management Buy-Out of SolarTech Inc.
City University of Seattle: MBA FIN 541
2. Outline
๏ง Market & Financial Analysis
๏ง Pro Forma Financial Plan
๏ง Financing Proportions (Debt/ Equity Mix)
๏ง Proposed Financing Structure
๏ง Recommendation
3. Market & Financial Analysis - Profitability
Hist.
Hist.
Hist.
Hist.
Hist.
2010
2011
2012
2010
2011
2012
net sales
31,0
32,0
34,0
growht rate
๏ง
Hist.
n/a
3,23%
6,25%
2,1
n/a
2
-4.76%
2
25.00%
net income
growth rate
Solartech Inc. demonstrates stable increase in net sales for the last two years by reaching the
level of $34.0 million for 2012;
๏ง
Comparing the Net sales in 2012 to those in previous years, the Net Income in 2012 indicated an
increase.
4. Market & Financial Analysis โ Key Ratios
Hist.
2012
Equity ratio
Debt retirement ratio
Operating cash flow margin
Return on assets (ROA)
Operating profit margin
20,4%
7,5
21,2%
-30,0%
19,1%
Hist.
2011
20,0%
6,6
18,4%
-25,6%
16,3%
Hist.
2010
20,8%
6,7
19,7%
-27,4%
17,4%
Rating
good
average
very good
danger
๏ง
A good equity ratio that guarantees more free cash for future growth;
๏ง
Each dollar of sales Solartech Inc. makes 19 cents before interest and taxes;
๏ง
Negative ROA โ Solartech Inc. invests a high amount of capital in
production, while receiving a little income.
5. Market & Financial Analysis:
Comparison with industry
๏งSolartech Inc. operates in Renewable Energy Services & Equipment Industry;
๏งSolartech Inc. has average if not marginally better ratios than its rivals;
๏งThe industry appears to be in infancy/ is made up of underachievers.
6. Market & Financial Analysis โ Industry Forecast
(Altenergymag. 2013)
๏งThe solar PV capacity is expected to continue to grow in the future โ growing
market;
๏งThe substantial fall in solar PV cost suggests fall in prices of Solartech Inc.โs
products and put under condition the current price of its inventory;
๏งThe global cumulative installed capacity for solar PV is expected to reach 330,424
MW by 2020, growing at a CAGR of 23.7% during 2011-2020.
7. Market & Financial Analysis
Debt leverage and coverage ratios
Financial Covenants:
Net Debt/Equity
Net debt/EBITDA
EBITDA/Interest expense
FCF/(Interest + Principal)
1,2
0,8
10,3
3,1
1,3
0,9
9,8
2,4
๏ง
Net Debt/ Equity: Moderate/ Some Headroom;
๏ง
Net Debt/ EBITA: Low/ Headroom;
๏ง
EBITDA/Interest Expense: High/ No Headroom;
๏ง
1,2
0,9
10,2
Min./Max. Values
max. 2.0
max. 3.5
min. 3.0
min. 1.0
FCF: High/ No Headroom.
The set up financial covenants and Solatech's ratios show that the company is
in compliance with covenants.
8. Pro Forma Financial Plan
๏ง
The Free Cash Flow is designed to measure a companyโs financial
performance by calculating the firmโs operating cash flow from its
capital expenditures.
9. Financing Proportions โ Debt/Equity Mix
Debt/ Equity Mix is a balance between funds
available, what the returns and covenants dictate, and
the financial structure can support.
Scenario 1 - an ideal mix of 60% Debt, 40% Equity
Scenario 2 โ a mix of 15% Debt, 85% Equity.
10. Management Buy-Out
This transaction is when an equity interest in the business is
acquired by its management (with the cooperation of outside
finance).
11. Financing Sources
๏งManagement buyouts - too risky for banks to finance
through a loan in itself;
๏งThey typically finance at 4x cash flow;
๏งFinancing structure for Solartech Inc. - partially leveraged
through private equity financing (co-investor);
๏งCo-investor exits the business within 5 years while
minimizing the risk.
14. Evaluation
Investors
hedge
their
investment bets based on
a balance of return.
Scenario 1 is presented as
a baseline or ideal to
contrast Scenario 2.
โa roughly 60% Debt/ 40%
Equity split;
โit would provide an IRR
of 15% in year 2016;
โmore debt heavy then
equity (compared to
Scenario 2);
โcomes closer to the
ceilings of the financial
covenants.
15. Evaluation, Cont.
Scenario 2
-never hits an IRR
of
15%,
the
minimum desired
by an investor in
the 5-year period;
- high
equity
investment;
-adequate
headroom
on
each
covenant,
with
the exception of
IRR.
16. Mezzanine Finance?
Use of mezzanine finance
could be considered in
scenario 1 or scenario 2, if:
- purchase price
exceeded the amount
that could be financed
using a loan/debt.
๏งMezzanine capital treated
as equity, but is essentially
debt;
๏งHas a higher service fee
or cost than a traditional
loan;
๏งThe IRR is significantly
impacted due to the cost
of this capital โbut the
return preference is not
there for a co-investor.
Evaluation Cont.
17. Recommendation
SolarTech Inc. appears to be a good candidate for a
management buyout.
Take in mind:
๏งPart of a growing, but immature industry segment with
growing sales and good cash flow management;
๏งConcern over a lackluster ROA => poorly utilized capital
internally.
Proposal:
The deal structure - a 60% Debt/ 40% Equity balance - best
meets parameters such as Covenants and IRR.
18.
19. References
Altenergymag, (2012). Solar Photovoltaic (PV) Power - Global Market Size and Key Country
Analysis to 2020. Retrieved on June 21, 2013 from:
http://www.altenergymag.com/emagazine/2012/02/solar-photovoltaic-pv-power--globalmarket-size-and-key-country-analysis-to-2020/1849
CSImarket, (2013). Renewable Energy Services & Equipment Industry. Retrieved on June
21, 2013 from: http://csimarket.com/Industry/Industry_Profitability.php?ind=605
Deloite (2004). Making The Break: A Practical Guide to MBO. Retrieved June 21, 2013 from:
http://www.deloitte.com/assets/DcomUnitedKingdom/Local%20Assets/Documents/Guide%20to%20mbos.pdf
Eayers, Willis E., Mergers & Acquisitions: A Corporate Finance Perspective, 2013 Class
Presentation
International Energy Agency, (2012). World Energy Outlook 2012. Retrieved on June
21, 2013 from
http://www.worldenergyoutlook.org/media/weowebsite/2012/WEO2012_Renewables.pdf
Investopedia (2013). Debt/Equity Ratio. Retrieved June 21, 2013 from
http://www.investopedia.com/terms/d/debtequityratio.asp
TrcSolutions, (2013). Outlook bright for Future of Solar Energy. Retrieved on June 21, 2013
from: http://blog.trcsolutions.com/solar-energy/