Team 10 / Mergers and Acquisitions
West Coast Fashions, Inc (WCF) was a large business, which dealt with men’s and women’s apparel. One of their segments was Mercury Athletic Footwear. WCF wanted to dispose off this segment. They just wanted to divest because they wanted to focus more on their core business and move it up to the elite class. John Liedtke was the Business Development Head at that time in Active Gear Inc. He had a clear idea that acquiring Mercury will shoot up AGI’s revenues for sure. It would also ensure an expansion of the key business. In order to get a clearer picture on the acquisition, he needed to compare and analyze the company’s financials well.
By this he could gauge the pros and cons of this acquisition. Are the strategic reasons behind the Merger good enough? Explain As a team, we had different views on this question. Some reasons make us think that it may be beneficial for AGI to grab the opportunity but some make us think that it might not be as promising as it seems. Let us see why we feel it is a good idea for AGI to acquire Mercury.
Active Gear Inc.
Mercury Athletic Footwear
% Revenue Product wise
42% Athletic 58% Casual
79% Athletic 21% Casual
2% to 6%
Active Gear was one of the most successful firms in terms of profitability, in the footwear industry. Mercury looked like a good opportunity for an attractive investment because they almost have the same revenues, while being smaller in size, in the market. The Percent revenue in the casual footwear in AGI compensates for the gap in Mercury. It’s a perfect balance. When we looked at the industrial average of revenue growth is 10% and AGI is below the standard, however Mercury is above by 2.55%. It is a good sign to move ahead for this acquisition, as it will enable AGI to remain at the top in the market. Both companies are in the same industry and have same products. Both Mercury and AGI does its manufacturing in China. AGI sourced its resources to the contract manufacturers in China.
Mercury can leverage with these manufacturers as China just experienced a wave of consolidation favorable for these kinds of manufacturers. This, in turn, can enable AGI to have the opportunity to expand with its top retailers and distributors. Mercury’s cost of manufacturing is low and could help to sync the lower profit margins of AGI, which it had been facing from its suppliers, distributors and consumers. (Refer Case Page 5 and 3). Mercury had always been an autonomous body, which maintained its own financials, data management, resource management and distribution. This would pave a smooth way for AGI to take over. This smoothness could not have been expected had Mercury been totally under WCF. Now let us look at why some of the members of the team thought that the acquisition is not an appropriate decision: There would be strategic clashes because AGI focuses on Classic and elite products with long life, on the other hand, Mercury focused on flexibility and changed its products based on demand and trend. (Refer Case study Page 2 and 4).
There is a huge difference in days Inventory between the two companies. It means that there must be a strategy of keeping their products on shelf. We also come to know that Liedtke believed that Mercury can adopt the Inventory Management of AGI and a bit incremental cost and then it might reduce the levels of DSI of Mercury. Mercury also concentrated on a different geographic section than AGI. We also think that this Acquisition might just entail a complete take-over of the Women’s line of Mercury. However, it might me a loss making business for AGI later (Refer case study Page 6). Review the projections by Liedtke. Are they appropriate? How would you recommend modifying them? We put the Exhibit 7 for reference:
As a team we analyzed each segment’s projection:
This segment indicated a 8,72% average growth rate from 2007-2011. According to the information in the case, Men’s Athletic revenue grew more 40% over the prior year and the average compound rate from 2004-2006 was of 29%, therefore the forecasted item should be based on this assumption from the case of CAGR of 29%. This projection seems conservative and it can be modified towards the expected 29% growth.
This segmented shows a growth rate of 2,50% from 2007-2011. According to the information provided in the case, the sales of this business line should be declining at 6,25% per year not increasing. Therefore its sales should decrease in this percentage not increase as projected per Liedtke. Liedtke projected for this business segment, an average growth rate 7,98% (2007-2001). The case indicates a growth from 2004-2005 of 13,5% per year . Therefore this can be somewhat a conservative growth projection. Since this has been solid growth, this could be increased to maintain the 13, 5% sales growth in the upcoming years
Lietdke’s projection assumed that this business line was going to disappear by the end of 2007 this is aligned with was its expected from Mercury management according to the facts stated in the case (page 6). Given this information we can conclude that the Women’s Casual as part of Mercury revenue generator would disappear, therefore this projection seems reasonable if Mercury does not merge. If merger happens this business line can be enhance by the synergies of both companies and it might be a positive approach to keep the brand alive.
Estimated Capital Expenditures
This projected expenditure was based on 5, 67% average growth rate from 2007 until 2011. The information in the case indicates that Mercury’s capital spending its little since they focus its resources in market research and product designs.
This item maintains an average growth rate of 5,67% for the years of 2007-2011. Because there is no more evidence of changes in depreciation this seems reasonable for Mercury’s operations.
Cash Used in Operations
From the Historical balance of exhibit 4, in 2006 Cash & Equivalents closed with a balance of $10,676. Liedtke projected a 61% decline for 2007 reducing the Cash line item to $4,161. This reduction might be since the historical Balance Sheet (2004-2006) was taking into account Cash & Cash Equivalents “” where the projected Balance Sheet (2007-2011) it’s only taking into account “Cash used in operations”. In addition, it might also be affected by the fact of “Men’s casual footwear” and “Women’s Casual Footwear” revenue are declining and not generating enough sales.
The accounts receivable of Mercury, maintained flat growth with a 6% average growth rate from 2006-2011. Probably they have credit terms with retailers and shops, although there is not enough information in the case about this, therefore it seems an appropriate projection.
According to Liedtke projections inventory also maintain an average growth of 6% until 2011. An inventory increase it’s necessary for this type of business, since Mercury needs to supply large retailers with their Footwear. In addition, this increase might be justified with the fact that, Mercury its receiving pressure from suppliers in China who need larger orders to operate at full capacity, therefore Mercury might be forced to make larger orders in the future to maintain its current relationship with the Asian suppliers. However, if Mercury it’s considering Women’s Casual as dead brand this can make the growth to be somewhat conservative.
According to Liedtke’s projection these expenses increased from$ 10,172 to $14,747 in 2007 represented 42% increased. After 2007 Liedtke’s projected an average growth rate of 6% will maintain an average growth rate. Prepaid expenses might be rent of related to their operations however there is not enough information to assume that prepaid expenses can change aggressively over the projected years.
Property Plant and Equipments
This line item seems to maintain a flat and conservative growth since there is no indications of major changes in this area in the future of Mercury fixed assets.
Trademarks &Other Intangibles
The amount in trademarks and other intangible should not change since the company already owns the brands of the different segment. If in the future the merger happens then this might decrease
This was projected with a 5% average growth rate per year since 2007. For this type of business model seems reasonable that mercury maintains a conservative growth rate for the future years. The company already has established relationship with retailers and probably their credit terms will remain the same for the upcoming years.
Accrued expenses which might be related to workers’ wages, increased from 16,981 to 22,778 in 2007 (21% increase). This increase seems somewhat aggressive since the company it’s probably expects to have less staff from the business lines, which are declining.
Taxes might not suffer any changes, since this the taxes the company will have to pay for the upcoming years.
Projections of pensions seems reasonable and with no changes for upcoming years. Nevertheless, if we assume that organizational changes will occur in the future such as lay-offs this line could be reduced.
Value the target company, first by the DCF approach, and second, by multiples, using Liedtke’s baseline case. Explain all the assumptions that you make in this process
We look at the valuation done by Joel L. Heilprin for Mercury when the WACC is 11.06% and the long run growth rate is projected at 2.78%: However, our DCF uses a WACC of 8.73% and a long-term growth rate of 3%. We do understand that there is a significant difference from Heilprin’s calculations; however, it is to reflect upon the probable different values of the treasury securities that we chose.
Here is our DCF, but please refer to the excel file (attached through “Turn it In’) for all the formulas and values we used to give us an idea and to help us reach the solution. In one of our calculations we took Termination Value in 2007 based on the M&A. And in the other one, we took the Termination Value from 2011 because the FCF is growing slowly. (Please refer to the calculations in the Excel)
Do you regard the value you obtained as conservative or aggressive? Why?
Three calculations give different results because we took assumptions. The DCF method based on case assumption gives higher value than the P/E method. Based on the calculation we get two different market value of the company. The evident one is $236,988.
This approach can be considered as aggressive. Moreover the target company has the steady financial statement with a low debt proportion, while the bidder has higher debt in portfolio. We combine the company by “Pooling Interest” method. This situation considers that the bidder, which tries to target the company with higher price, is considered to be aggressive. From our Lower WACC calculations we drop the Cost of Capital, which can inversely raise the enterprise value. With our high enterprise value we have a higher proposal value to the buyer, higher than Heilprin’s.
What kind of synergies or other sources of value not included in Lietdke’s projections? How would you take them into account? The additional opportunities that the company has to improve the results are: Maintain line of Women casual revenues. AGI has the opportunity to add this line of products. AGI can use the infrastructure of Mercury without new investments. Additionally, AGI could change the Women casual brand of Mercury to their own brand, so changing the products style to the concept of lifestyle for women. The company could consider as minimum an EBIT of $0.5M similar to the 2004.
Improvement in DSI, DSO, DPO. Mercury has fewer DSI, more DSO, and more DPO. If we analyze the next table, we can consider that AGI have the opportunity to match the DSI of Mercury with the ones of AGI. Additionally, the company has the opportunity of increase the PDO of Mercury with AGI, negotiating days of payment with the providers in China.
These opportunities improve the Working capital in $17M for AP, and $22M for inventory. The total improvement for WC is $39M.
Increase volume for their providers. AGI reduced the number of providers to allow them achieve more scale and put AGI in a better negotiating position. In that way, AGI could benefit from the bigger scale and continuing consolidation of their providers. Notice that the Gross margin of Mercury is 44%, while it is 50% for AGI. Therefore, with better negotiations for the Mercury products there is an opportunity for reducing COGS in $25M.
Elimination of duplicated costs in China. Eliminate the surplus of people the company have in China. AGI manage their providers in China with 85 employees, and Mercury manages 73 professional. The merged company can eliminate at least the 73 professionals of Mercury. The value of 73 employees is $1.7M per year (assuming an average monthly payroll and related of $20k per employee).