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JON Z. GREGORY, MBA

Portfolio of Accomplishments in Market
     Research & Financial Analysis




           University of Kansas
          Texas A&M University
Contents:

3…………………………………………………………….………………Resume


                  Applied Coursework & Writing Examples:

4……………............................Corporate Project Allocation & Market Analysis
5……….……………..………………………EnCana-hurdle rate for new projects
6….………………...……………Mercury Athletic Footwear-acquisition analysis
7....….………………………Google-pro forma financials for acquisition of Sprint
9……………Business Valuation & Industry Competitive Analysis: Apple, Inc.
10……………………………………………………DCF & EVA valuation results
12………………………………………………………………Continuation Value
14…………………………………………………………Alternative Investments
15………………………Merger Arbitrage Memo- AirProducts, Inc. & Airgas, Inc.
18……..………………………………………………………… Security Analysis
19……………………………………………………………CPO Buy/Sell Memo
21………………………………………………………Risk Modeling & Analysis
22…….……………………………………Portfolio Construction Relative to Risk
23…………………………………………………………Real Estate Risk Analysis
24………………………………………………Financial Statement Risk Analysis
3

                                                                               JON Z. GREGORY, MBA

                          PROFILE
                                Recent MBA-Finance graduate and offering over 4 years’ progressive experience in
                                technical sales/account management, business development, and financial analysis for
                                corporations. ~ Possess an established track record of revenue growth, developing
                                organizational models for use by management based on market and competitive analysis.
                                ~ Desire an account manager, executive, or consultant position.


                          CAREER PURPOSE
                                I am seeking an opportunity that will allow me to serve as a natural catalyst and inspire
                                the company’s clients to view our organization as the most elite and innovative in the
                                industry. By fully utilizing my progressive sales experience and competitive analysis
                                skills derived from my excellent MBA education, I have no doubt that I am well
                                equipped for ultimate success.

                          SPECIAL SKILLS
                               Segmentation of Consumer Markets - including top-down/bottom-up, positioning, and
                                price discrimination
                               Advanced User of Excel and Spreadsheet Modeling- very efficient in industry and
                                financial statement analysis
                               Capital Project Allocation-including calculating present values, formulating cash flows,
                                cost of equity (CAPM), market risk, cost of debt, project risk, WACC, business
                                investment and strategy
                               Business/Project Valuation utilizing various DCF, Asset, Capitalized Earnings and
                                Industry Multiples models
                               Complete Industry Competitive Analysis including past, present, and comparative
                                analysis
                               Real Option Valuation/Decision Tree Analysis- what is the value of having an option
                                to delay a project?
                               Strategic Positioning including competitive advantage analysis, NPV analysis, and
“Over the course of the         brand awareness motives
                               Product Life Cycle/Strategic Direction-including market entry timing, 5 Forces, and
  summer, it became
                                competitive sustainability
readily apparent to me
    that Zack’s MBA
   experience at the      EMPLOYMENT HISTORY
  University of Kansas          Domann & Pittman (NFL Agency), Colorado Springs, CO                      Summer 2009
                                Marketing Analyst Intern
 has prepared him not
 only analytically, but         Wealth Design Group, Houston, TX                                            2007-2008
 also with an excellent         Financial Services Sales Representative
   understanding of
  applicable business           Sea Gull Lighting, Houston, TX                                             2006-2007
   principles that will         Account Manager-Technical Sales
 allow him to thrive in
 whatever career path
  he elects to pursue”    EDUCATION
                                        Master of Business Administration-Finance
  ~ Scott Bouska,                        The University of Kansas, 2010
 CFO,XSF Venture;                       Bachelor of Science in Agricultural Business & Communication
 Former Associate,                       Texas A&M University, 2006
  Deutsche Bank
4


.




    Financial Project Allocation & Market
                   Analysis
5


To:               Jide Wintoki
From:             Richard Smith, Scott Mitchell, Zack Gregory
Re:               Mercury Athletic Acquisition
Based on our analysis of Mr. Liedtke’s base case projections for a potential acquisition of Mercury Athletic, we have concluded
that this is a positive net present value project, and that AGI should proceed with the acquisition. Under Mr. Liedtke’s operating
assumptions, we calculate the value of Mercury’s discounted cash flows to be $624.446 million, and the acquisition price to be
$156.643 million, yielding a net present value of $467,804 for AGI.

Our calculations indicate that this project becomes even more attractive financially when potential favorable synergies between
AGI and Mercury are taken into account. A real options valuation (details below) involving inventory management and the
women’s casual line indicates that an additional $22.365 million of value would be created by the successful implementation of
fairly simple operating synergies in those two areas alone. Considering that far more possible synergies and savings are a
possibility for AGI and Mercury post-acquisition, we believe this acquisition would be an appropriate strategic move for AGI to
improve its own performance and to compete on a more level playing field with the larger companies in the industry.

Methodology/Supporting Assumptions
To estimate the price of acquiring Mercury, we averaged the P/E multiples of comparable companies in the industry and applied
that multiple to Mercury’s 2006 net income to arrive at a likely purchase price. P/E was used because we believe it is the most
accurate reflection of the market’s view of Mercury’s recent performance and value. Kinsley Coulter and Templeton Athletic were
used as the two comparable companies because, along with AGI and Mercury, they are the only other companies in the industry
with annual revenue of less than $1 billion (Marina Wilderness also has revenue less than $1 billion, but because it is the fastest-
growing company in the industry it commands a multiple dramatically different from what Mercury could expect, therefore we
excluded it).

To discount the cash flows, we first had to estimate Mercury’s WACC. We did this by calculating the average asset beta for
companies in this industry, and then applied it to Mercury’s assumed leverage ratio to find the cost of equity. Combining that
information with the cost of debt and tax rate assumptions provided by Mr. Liedtke, we arrived at a WACC of 10.9%. To calculate
the terminal value of the project, we assumed a growth rate roughly equal to historical inflation in the U.S., which is 3%. Though
Mr. Liedtke’s projections have Mercury’s cash flows growing much more rapidly (8.5%) in the near term, we didn’t believe that
figure was sustainable in the long run, and thus used that more conservative inflation figure.

Valuation of Potential Synergies
To analyze the potential value that would be added by cooperation between AGI and Mercury, we conducted a real options
valuation involving some of the operating synergies that Mr. Liedtke thought could be realized post-acquisition. The two scenarios
we analyzed were:

Optimistic Scenario – All synergy benefits realized (50% probability):
     Mercury women’s casual line turns around; 3% revenue growth, 9% EBIT margin
     Adoption of AGI inventory system reduces Mercury’s DSI to
     Discounted present value under this scenario: $685.479 million

Pessimistic Scenario – No synergy benefits realized (50% probability):
     Women’s casual line maintained, but continues losing money (-2.3% EBIT) indefinitely
     Adoption of AGI inventory system has no effect on Mercury’s inventory levels
     Discounted present value under this scenario: $608.143 million

Sensitivity Analysis
A sensitivity analysis of our results indicates that this project would remain a positive NPV project for AGI, even given
dramatically different assumptions regarding Mercury’s debt level and future revenue growth. Even using 100% debt or 0% debt
in its capital structure, Mercury’s NPV would remain positive. Additionally, discounted cash flows over the first five years (2007-
2011) are sufficient to cover our estimated purchase price, so changes in our terminal value revenue growth figure make no
difference in whether this is a positive- or negative-NPV project.
6


To:            Jide Wintoki
From:          Richard Smith, Scott Mitchell, Zack Gregory
Re:            EnCana’s hurdle rate for new projects

We have calculated EnCana’s current weighted average cost of capital as being 9.29%. This is based on
EnCana’s current capital structure and existing costs of equity and debt. We believe this is the hurdle rate the
company should employ for deciding whether to undertake average-sized projects with risk levels
commensurate to the company’s existing projects.

However, additional costs (underwriting costs, new equity flotation costs) would be associated with raising
new capital to fund a major project, which would make new capital more costly than old. So we believe that
the “hurdle rate” that should be used for projects that are of greater-than-average risk or would require a
significant infusion of new capital should be 10.36%, reflecting those increased costs.

In both cases, we arrived at these figures by utilizing the capital asset pricing model to calculate the
EnCana’s cost of common equity, and using a weighted average of EnCana’s various debt issues to arrive at
the overall cost of debt. Key assumptions employed in the calculations of these figures are as follows:

Assumption                              Source/Rationale
Risk-Free Rate: 4.20%                   - Current government long-term bond yield
Market Risk Premium: 4.74%              - Arithmetic average of the differences between
                                  CDA 1-year gov’t. bonds and the S&P TSX index
                           (1990-2005)
Canadian Corporate Tax Rate: 36.1%      - 2006 Canadian tax rate from KPMG.com article

EnCana Total Equity: $48.515 B                - Current market cap
EnCana Equity Beta: 1.27                      - Noted in the case
Cost of Existing Equity: 10.22%               - Calculated using CAPM and assumptions above
Cost of New Equity: 15.22%                    - Above, plus 5% for added flotation costs

EnCana Total Debt: $8.054 B                   - Total of ST- and LT-debt from debt schedule
Cost of Existing Long-Term Debt: 5.81%        - Current yield of publicly-traded ENC bonds
Cost of New Long-Term Debt: 6.31%             - Above, plus 50 basis points for underwriting costs
Cost of Short-Term Debt: 3.52%                - Average, noted in the financial statements
7


Figure 1: Pro Forma Financials for Google after the Acquisition of Sprint & NPV Analysis
The data set below is a simulated version similar to a statement of cash flows derived to quantify the effects
of a Google-Sprint merger. The logic behind the model begins with projected revenue as a function of
market share growth. The projected cash flows are then backed out of revenue using typical accounting and
capital budgeting principles. The model is calculated based on the following assumptions: *(all data
necessary for calculations have been drawn from YahooFinance, Reuters, and ValueLine)
     For every 1% increase in market share growth, revenue increased by 2%
     Google would be able to decrease cost of sales to roughly 36% of revenues down from Sprint’s
        current 52%
             o This would largely be due to Google providing better management efficiency and is in a much
                 better financial position than Sprint
     Google’s cost of capital is 5.70% and has zero cost of debt (Google is financed solely by equity)
             o The asset beta of 0.40 for the wireless carrier industry’s dominant players was calculated and
                 then re-levered to Google’s cost of capital for expanding into the wireless carrier business
             o Market-risk premium = 5%
             o Risk-free rate = 3.69% (going rate for 10-year T bills)
                 *Please see Figure 2 below for further detail
     The acquisition price of Sprint would be approximately $50 billion. This number is far higher than
        what would be actually offered when compared to Sprint’s current Enterprise Value/EBITDA ratio,
        which is meant to represent a worst-case scenario. Even under this case, the NPV of the project is
        still positive.
The time period of 8 years was chosen because of the valuation complexity of this merger. It is rather
difficult to correctly quantify the exact effect that Google’s acquisition of Sprint would have due to the lack
of historical comparison of these two industries merging. Five years would essentially be too few years to
determine any real meaning and 10 to 15 years would be an inaccurate measure of what the future holds.
As indicated by the positive NPV of $120.5 billion, the acquisition seems to make sense for Google. With a
quick glance, one can see that this model is largely dependent on the market share growth that Google could
obtain in the wireless provider market. Though, at first glance, the rapid capture of such significant market
share seems unlikely. However, please note this logic is under the assumption that Google will be providing
wireless data and voice service at never-before-seen prices to consumers. Such an industry shock could
trigger such rapid market share growth for Google in the wireless industry. The revenue-growth multiplier of
“2” indicates that, because of Google’s lucrative online advertising business model, revenue will grow at a
quicker pace for every percentage increase in market share. Or, the revenue to market share elasticity is 2.
The logic here is that online advertising is a more lucrative business than providing wireless service, due
largely to the fact that profit and operating margins are much larger in online advertising. The wireless
service industry is very capital intensive, which shrinks margins for the current players. However, Google’s
outstanding advertising margins will actually increase at a greater rate with the aid of being able to offer
wireless service for cheap due to the fact that more users will be online more frequently and using Google’s
web-based services, such as Google Search, Gmail, and the myriad of Google-owned sites that generate
incredible advertising profits.
8


Figure 1: Capital Budgeting Projection-Google Acquisition of Sprint


             SPRINT/GWireless
            Pro Forma Financials

      Sprint-Projected Revenue Growth     -1.00%                                                                                     (in thousands)
      Revenue -Growth Multiplier               2   Year                           0             1            2            3                 4           5            6            7            8
      Cost of Revenue/Revenue Ratio          36%
      Depreciation Growth                     3%   Revenue                     32,260,000     31,937,400   31,618,026   31,301,846      30,988,827    30,678,939   30,372,150   30,068,428   29,767,744
      Tax Rate                               34%   Market Share Growth                             4.0%        10.0%        10.0%           15.0%          1.5%         1.5%         1.5%         1.5%
      Capital Expenditure for Sprint  50,000,000   Market Share                       10.4%       14.4%        24.4%        34.4%           49.4%         50.9%        52.4%        53.9%        55.4%
      Cost of Capital                      5.70%   Revnue Growth-Post                                8%          20%          20%             30%            3%           3%           3%           3%
                                                   Revenue-Post Merger         32,260,000     34,840,800   41,808,960   50,170,752      65,221,978    67,178,637   69,193,996   71,269,816   73,407,910
                                                   Cost of Revenue             16,435,000     12,542,688   15,051,226   18,061,471      23,479,912    24,184,309   24,909,839   25,657,134   26,426,848
                                                   EBTD                                       22,298,112   26,757,734   32,109,281      41,742,066    42,994,328   44,284,157   45,612,682   46,981,063
                                                   Depreciation (-)             7,416,000      7,638,480    7,867,634    8,103,663       8,346,773     8,597,177    8,855,092    9,120,745    9,394,367
                                                   EBT                                        14,659,632   18,890,100   24,005,618      33,395,292    34,397,151   35,429,066   36,491,938   37,586,696
                                                   Taxes (-)                                   4,984,275    6,422,634    8,161,910      11,354,399    11,695,031   12,045,882   12,407,259   12,779,477
                                                   Net Income                                  9,675,357   12,467,466   15,843,708      22,040,893    22,702,120   23,383,183   24,084,679   24,807,219
                                                   Depreciation (+)                            7,638,480    7,867,634    8,103,663       8,346,773     8,597,177    8,855,092    9,120,745    9,394,367
                                                   Capital Expenditure (-)      50,000,000
                                                   Total Net Cash Flow         -50,000,000    17,313,837   20,335,100   23,947,371      30,387,666    31,299,296   32,238,275   33,205,423   34,201,586
                                                   PV of Cash Flows            -50,000,000    16,380,055   18,200,796   20,277,946      24,343,639    23,721,642   23,115,538   22,524,921   21,949,394

                                                   NPV                       $120,513,932
                                                   IRR                                44%



Figure 2: Google’s Cost of Capital Relative to Entry into Wireless Industry

The table below displays the derivation of Google’s cost of capital for diversifying into the wireless services
industry. The average asset beta for the wireless services industry was found and then re-levered to Google’s
equity beta in order to find the new Google Wireless cost of capital via the capital asset pricing model.
Because Google is a debt-free company, the cost of equity is the cost of capital. Please note that this is the
cost of capital for Google relative to its risk in the wireless industry, not Google as a whole. Normally,
investors would require a larger return from Google given its enormous earnings success in recent years.
However, the cost of capital displayed below shows the effects of Google’s positive reputation when it
brings it to another industry, such as wireless services.

                     Sprint Verizon AT&T
      Stock beta      1.19   0.63   0.69
         D/E          1.16    1.5   0.71
      Asset Beta      0.55   0.25   0.40
  Asset Beta Average                0.40

 Google Wireless Beta                                                 0.40



   Market Risk Prem                                                 5.00%
    Risk-free Rate                                                  3.69%




    Cost of Equity                                                  5.70%
9




Business Valuation & Industry Competitive
                 Analysis
10


                                                    Gregory & Smith Capital, LLC
                                          “Better than trusting your money to a chimp… but only slightly.”
                                                   Part 7 – Results            Submitted 11.17.09


                                                      Executive Summary
         Based upon the results of our analysis of Apple, we arrive at a valuation per share of approximately $366, a premium of
approximately $161 over today’s stock price of $205.91. This difference may be due to the fact that consensus Wall Street
valuations are underestimating the revenue and profitability of the iPhone and other potential future product offerings, or are
underestimating Apple’s future “staying power” as a force in the computer and home electronics industry.
         Relative valuation methods for Apple yield an expected per-share price in the $90-$100 range based on competitors’
multiples, barely half of what the stock is currently trading for. We believe that this is based on the fact have higher expectations
for Apple’s future growth rates, and thus it trades at multiples significantly larger than those of its competitors.

                                                               Results

          Our discounted cash flow/EVA valuation analysis of Apple yields a per-share price of $366.23. This figure is based on
explicitly forecasted discounted free cash flows of approximately $99 billion, and a discounted continuation value of just over
$197 billion. After accounting for Apple’s (sizable) excess cash holdings and other non-operating factors, we arrive at a total
valuation of equity of just over $330 billion for Apple, which is then divided by 901.4 million shares outstanding (including
restricted stock units).
          That $366.23 represents a premium of 78% over the stock’s actual price today, which is $205.91. There are several
possible explanations for that sizable discrepancy. The first is that investors and analysts are undervaluing Apple’s current revenue
and profitability due to the effects of subscription accounting rules on the iPhone, which we project to be a large and growing
component of Apple’s revenues going forward.
          Another possible reason is that investors are taking a more pessimistic view than we are of Apple’s ability to continue to
grow and remain highly profitable without CEO Steve Jobs at the helm. There is considerable uncertainty regarding Jobs’ long-
term status after bouts with cancer and a recent liver transplant, and fears regarding his future health (and that of his company)
may be priced into the company’s stock today.
          A final possibility is that we have simply overestimated Apple’s future revenue (and cash flow) growth performance in
our forecasts. Thanks to the iPod, iPhone, etc., Apple is coming off a five-year stretch of revenue and cash flow growth that is
nearly unparalleled in its industry. While we believe Apple will be able to continue to prosper through continued innovation for
some time to come, we also have to concede the possibility that we have allowed the company’s atypical string of recent “hits” to
skew our forecasts in an unrealistically positive direction.
          Given the uncertainties surrounding Jobs’ future, and the general difficulty of predicting the future innovation and growth
of this rapidly-evolving company, it is tough to settle on one “bulletproof” valuation method for Apple’s stock. Our estimates
varied widely, as shown in the table below:
                                                Valuation Method             Per-share Price
                                          Actual Stock Price (11/17/09)         $205.91
                                          Discounted FCFs/EVAs                  $366.23
                                          Competitors’ P/E Ratios               $111.37
                                          Competitors’ TEV/EBIT Ratios           $95.30
          Relative to other companies, Apple has quite an impressive TEV/EBIT ratio at 20.8. The average TEV/EBIT ratio for
Apple’s twins is 11.2. One thing to note about Apple’s higher ratio is that they appear to have far fewer shares outstanding than
their peers, such as Microsoft and HP, which ultimately results in Apple’s share price trading at a significantly higher price than its
competitors. Using the TEV/EBIT pricing method, we arrived at a price of $95.30, which is significantly below the market price
Apple is trading at currently. The most logical explanation of its lower price is because it’s based on industry data, which is much
different from the uniqueness of Apple’s data.
          Also, when we calculated Apple’s P/E multiple, it naturally came out to be much higher than their competitors as well.
Apple’s P/E ratio was 32.32 relative to the competitor average of 17.71. Again, the P/E ratio is likely higher than Apple’s peers
due to the fewer number of shares outstanding. When using the P/E multiple pricing method, we arrived at a price of $111.37.
Again, this is far below the current trading price of $205.91 but higher than the $95.30 that was found with the TEV/EBIT method.
A likely reason the P/E pricing method gives a lower price is again due to the fact that Apple’s price is driven upward by the fewer
shares of common stock outstanding.
11

                                                                                       Summary

         Our objective in this project has been to objectively (without reliance on “expert” estimates or current market prices)
determine the value of Apple, Inc. This involves less a look at where it has been than where it is going—how much cash flow can
we expect Apple to accrue in the years and decades to come? That future focus makes Apple both an intriguing and somewhat
challenging company to value, because the nature of its business has changed quite dramatically over the past five years—it has
gone from being a run-of-the-mill computer company to being a broad-based, innovative consumer electronics company. Its
financial performance has undergone a similarly dramatic makeover in the process, as shown in the graph below:
                                                                                   Apple Revenues

                                                                 35,000.0                                  iPhone Introduced
                                                                                            Itunes Music
                                                                                            Store Opens



                                           Revenues (Millions)
                                                                 30,000.0
                                                                 25,000.0
                                                                 20,000.0
                                                                                                                               Revenue
                                                                 15,000.0          iPod debuts
                                                                                                                               sX
                                                                 10,000.0
                                                                  5,000.0
                                                                      0.0
                                                                            99 00 01 02 03 04 05 06 07 08
                                                                                         Year


          Once financially struggling, Apple is now generating cash at an eye-popping rate, producing massive revenue growth
rates and healthy operating profit margins while employing low levels of invested capital—a display of extreme financial
efficiency. The extremes between the Apple of just five years ago and the Apple of today are so stark that it makes it difficult to
gauge what the future Apple will look like—will it be the struggling also-ran (the first, flat, part of the curve above), the bold,
innovative, efficient financial titan (the second part of the curve), or something in between?
          For all its success, there are many questions about Apple’s trajectory going forward—CEO/visionary Steve Jobs’ health
and continued involvement are in question after he underwent a liver transplant earlier this year. Some of the product lines that
have fueled Apple’s massive growth are already showing their age (the iPod), while others (the iPhone, the MacBook laptop) have
dozens of formidable competitors aiming to overtake them. And there’s also the fundamental question of whether any company
can continue cranking out “hit” products at the rate Apple has during its renaissance.
          For these reasons, our financial forecasts attempted to split the middle between the two extreme outcomes of Apple
immediately falling back to the pack or continuing to grow at astronomical rates forever and ever. Generally speaking, our forecast
calls for Apple to continue to grow at a significant rate for the next five-plus years, before beginning to gradually and inevitably
fall back to the pack as some products age and others are overtaken by the competition, a trajectory illustrated by the five-year
forecast below:
                        Apple Sales Forecast                                  2009       2010          2011        2012            2013     5-yr. CAGR
                        Total Revenue (millions)                             $36,574    $46,460       $56,101     $69,172         $81,261      20.1%
                        A) Mac Desktops                                      $4,635     $5,098        $5,864      $6,861          $7,752        6.7%
                        B) Mac Laptops                                       $9,271     $11,302       $12,997     $14,557         $16,012      13.0%
                        C) Mac Tablet/Other innovations                         --       $750         $1,875      $5,675          $7,875     1293.3%
                        D) iPod                                              $8,069     $8,311        $7,896      $7,343          $6,609       -6.3%
                        E) Other music (iTunes Store)                        $4,008     $5,210        $7,295      $10,577         $14,808      34.7%
                        F) iPhone/related services                           $6,925     $11,080       $14,404     $17,284         $19,013      59.5%
                        G) Peripherals/Hardware                              $1,327     $1,433        $1,677      $2,013          $2,314        6.9%
                        H) Software/Services                                 $2,339     $3,275        $4,094      $4,913          $6,878       25.5%

          After this five-year horizon we project Apple regressing to the mean somewhat in terms of its growth and profitability.
However, assuming Apple continues to manage its business and its finances with a level of skill and efficiency similar to what it
has shown over the past five years, we expect that it will continue to be a profitable and viable company into the indefinite future.
Our projections show it producing free cash flow of more than $25 billion per year a decade from now, with operating profit
margins of nearly 18%. Given its current financial fundamentals, our projections for future growth, and the relatively number of
shares (i.e. claimants) on its massive cash reserves and growth potential, we estimate Apple’s value at $366 per share, some $161
higher than it is currently trading for.
12


                                                   Gregory & Smith Capital, LLC
                                          “Better than trusting your money to a chimp… but only slightly.”
                                          Part 6 – Continuation Value                   Submitted 11.10.09


                                                      Executive Summary
          Our calculations indicate that Apple’s continuation value is $1,061,885 million, a figure we arrived at by using the cash-
flow value driver formula. We rejected an alternative figure computed using EVA due to concerns over the rate of implied EVA
growth, and the proportion of value created by RONIC relative to ROIC. We computed a liquidation value of approximately
$23,434 million for Apple, but we don’t foresee many realistic scenarios in which management will be compelled to liquidate the
company. We computed a relative valuation (using TEV/EBIT) of $182,068 million, but rejected that figure as being too low
relative to the other values we had considered.

                                              Continuing Value Computations
Underlying Assumptions
          Our starting invested capital figure for these computations is -$19,039 million, which is derived from the final year of our
medium term forecast for Apple. This number is negative because Apple has employed a strategy of using low-to-negative levels
of invested capital, and we expect that to be their operating model going forward as well—many of the figures related to the
negative figure are related to particular accounting methods for the iPhone, and those don’t figure to be going away anytime soon.
Our g is 6.5%, which we believe will be the equilibrium Revenue/EBIT/NOPLAT growth rate for Apple in the continuation
period.
          The big challenge for Apple is determining continuation ROIC and RONIC values, as Apple’s projected use of negative
invested capital skews those two numbers in unexpected ways. We projected our ROIC and RONIC for the continuation period for
Apple to be -170% and -100%, respectively—these represent approximately a 40% decrease from the (more-negative) ROIC and
RONIC employed during the forecast period.
          Under typical conditions RONIC should converge toward WACC, but since Apple has several sustainable competitive
advantages (its operating systems, products and brand) plus its extremely efficient use of capital, we believe that qualifies it as an
exception to that convergence-to-WACC rule. Finally, our WACC is 11.87%, a factor that carries over from our medium-term
forecast, as we do not predict any major changes in Apple’s capital structure.

Continuation Value (Cash Flows)
           Using the convergence formula (which nulls out future value creation through investment), we arrived at a continuation
value of $447,839 million for Apple. This figure represents the continuing value of the capital Apple will have invested by the end
of the explicit forecast period, without taking into account the effects of any future investment. This is a reasonable estimate for
what it forecasts (which is the continued value generated only by Apple’s existing invested capital base), but is not a reasonable
estimate for the continuation value of Apple as a whole—clearly the company will continue to grow and create value through its
growth for the foreseeable future.
           The Value Driver Cash Flow formula yields a continuation value of $1,061,885 million for Apple. Embedded in this
figure are implicit estimates of investment rate, initial NOPLAT, and initial FCF. These numbers, frankly, are a bit odd—the year
T+1 NOPLAT represents a 76% year-over-year increase in NOPLAT, and an 89% year-over-year increase in FCF. Both are far
higher, percentage-wise, than at any other year-over-year point in our forecast period and lead us to question the validity of this
result. It is possible that we made an error in our forecasting that causes this portion of the forecast to produce unsustainably high
growth rates.
           We have some question also about our implied investment rate of -6.5%, but believe that it is not a completely unrealistic
figure. As a tech company, Apple has much less need for PP&E and other investments in fixed assets than a manufacturing or
retail firm would. And at the rate technology is advancing, for all we know Apple employees will be doing their work on tiny
computers implanted in their brains by 2023, eliminating the need for new investments in computers, printers, desks, buildings,
etc. The example is somewhat facetious, but it illustrates the point that while you would think Apple would need a positive net
investment rate to replenish its resources, it seems theoretically possible the company could allow its capital base to decline over
time without compromising its productivity.
           We did not recalculate the continuation value using the unlevered cost of capital—since Apple does not employ debt the
levered and unlevered costs are the same, and debt tax shields would have no effect on Apple’s continuing value.

Continuation Value (EVA)
13

          Using the EVA continuation value formulas, we arrive at $466,879 million as the value of Apple derived from its existing
invested capital at the end of the explicit forecast period. As above, the implied EVA at time T+1 seems a bit high given historical
trends in Apple’s EVA figures. At $55,091 million, the 2024 EVA represents a 71% increase from the year prior.
          The value added by additional invested capital is $614,046 million. This figure seems unrealistically high given that our
forecast calls for Apple to make very little investment in additional capital in the continuation period (a -6.5% net investment rate).
We’ve also assumed a different (lower, at -100%) investment rate for additional capital, on the premise that Apple’s best
investments and blockbuster ideas will have been largely exhausted by 15 years from now, yet this formula still predicts greater
value from future ideas and investments than Apple’s existing slate of cash cows. This result really doesn’t pass the logic test, in
our opinion.
          This results in a total continuation value of $1,080,925.4 million, roughly the same as we arrived at using the cash flows
methodology. However, this figure is made up of approximately 40% value created by existing capital and 60% value to be created
by future capital; a proportion that, again, seems out of whack given Apple’s projected minimal investment in new capital, and the
fact that their “well” of ideas has to run dry at some point between now and 2023. The proportion isn’t so vastly off-kilter that we
believe we have to reject it entirely, but it does provide a basis to wonder about its validity.
          The difference between the two continuation values amounts to $19,039 million, which is the invested capital figure for
the last year of the explicit forecast period, and amounts to only a 1.7% difference between the two continuing value figures.
Because of the problems noted above with the odd proportion of existing to additional value in the EVA formula, we favor the
$1,061,885 figure computed using cash flows. Particularly given the quirkiness of Apple’s invested capital numbers and the fact
that its WACC could change at some point, going with the relatively stable and reliable NOPLAT-and-cash flow-derived figure
seems like the better option to us.

Liquidation Value
We came out with a total liquidation value of $23,434,700. This was calculated using the following weights: 20% of PP&E, 50%
of inventory, 50% of accounts receivable. We then added intangibles and subtracted total liabilities. It is very difficult to discern
what assets and intangibles make up the value of a company like Apple and it’s even harder to place a number on the value that is
created from such a strong brand name.


Relative Valuation
The TEV/EBIT multiple came out to about 4.57 currently. This is a bit lower than the price to book value of 6.51, but still a pretty
accurate estimate. Currently, the industry’s P/E ratio is around 32. In 15 years, we would expect the ratio to decline to around 25
or even less due to the attracted competition of high returns that will soon erupt in the telecommunications/personal electronic
device sector. The current price to sales ratio for Apple is 4.97. We would expect this number to increase in the immediate future,
but start to decline for the reasons mentioned above.
14




Alternative Investments
15



On        February 11, 2010 Air Products and Chemicals, Inc. (APD) confirmed its attempt at a hostile takeover of Airgas, Inc. (ARG). The bid
is an all-cash offer valued at $60 per share or $5.1 billion of Airgas stock. Currently, the Airgas board of directors is against the merger and is
pleading with shareholders not to accept the offer claiming that Air Products has “grossly undervalued” Airgas Inc. i
It will be revealed from our research that undervalued bid for ARG has taken place as signaled by instant adjustment by the market on the bid
announcement date. With near certainty that the deal was unlikely to go through under the existing bid price, risk arbitrage spread was eliminated
immediately at market open on announcement day.
Buyer is an Industry Leader: Air Products (NYSE:APD)
                             Attempting a hostile takeover is Air Products and Chemicals, Inc. (APD), a Delaware-based industrial gas company.
                             APD is a global supplier of atmospheric gases to energy, industrial, technology, and health care clientele. They also
                             embrace the title of the world’s largest supplier of hydrogen and helium. Air Products currently employs
                             approximately 19,000 workers and operates in more than 40 countries.

         Financial Strength
                                   APD         Industry         Sector      S&P 500
     Quick Ratio (MRQ)             0.99             0.39             0.62      0.83
     Current Ratio (MRQ)            1.3             0.52             0.87      0.97
                                                                                                      APD’s financial condition
     LT Debt to Equity (MRQ)       73.6             7.31            25.16     121.6                   is superior relative to its
     Total Debt to Equity (MRQ)   87.78           12.56             38.92    176.66                   competition, ARG’s is not.
     Interest Coverage (TTM)      91.07             0.06             0.11     10.45   ii

APD’s financial condition is superior relative to the rest of the industry. Worth noting is APD’s modest debt-to-equity ratio of 0.88 compared
with the industry 1.25. Also likely contributing is its Standard & Poor’s AAA credit rating. APD boasts the ability to cover interest expense 449x
relative to the industry average of just 59.7x or the market average of only 24.6x. Air Products seems to be utilizing their assets more efficiently
than their counterparts boasting a return on assets figure of 6.4 compared to the industry 2.4. iii
While Air Products and Airgas are not in identical businesses, they are in similar businesses that will not alter Air Products’ strategy should they
acquire Airgas. In fact, the acquisition of Airgas would allow Air Products to achieve their strategy of becoming the biggest player in the North
American industrial gas market as well as one of the leading integrated gas companies in the world.
Target is financially Subpar: Airgas, Inc. (NYSE:ARG)
                            Airgas, Inc (ARG) is an industrial gas distribution and production company that operates on a massive scale in the
                            United States. Currently, Airgas is the largest distributor of industrial, medical and specialty gases in the United States
                            as well as the largest producer of nitrous oxide and dry ice. They are the largest liquid carbon dioxide producer in the
                            Southeast and the fifth largest producer of atmospheric gases in the U.S. Moreover, Airgas is one of the largest U.S.
                            suppliers of safety equipment. The paramount advantage of Airgas is their enormous supply chain and distribution
network across the United States.
Though Airgas is a leader in the industrial equipment wholesale industry in terms of scale magnitude, their financial condition appears to be
inferior to their peers. Airgas falls short in two major areas: amount of debt and interest coverage. Airgas has roughly twice the debt-to-equity
ratio of the industry at 1.07 (vs. 0.56).
                                              Financial Strength
                                                                              ARG          Industry      Sector   S&P 500
                                          Quick Ratio (MRQ)                   0.78            0.39         0.62      0.83
                                          Current Ratio (MRQ)                 1.63            0.52         0.87      0.97
                                          LT Debt to Equity (MRQ)            92.26            7.31        25.16     121.6
                                          Total Debt to Equity (MRQ)        106.51           12.56        38.92    176.66
                                          Interest Coverage (TTM)             6.29            0.06         0.11     10.45   iv

The firm is only able to cover their interest expense 6x over compared to an industry average of 17.0x! This is likely a factor contributing to
Airgas’s S&P credit rating of BBB. Also, Airgas is only able to cover their short-term obligations 1.6 times versus the industry standard of 2.3 as
noted by their current ratio. Finally, Airgas seems to be earning a smaller return than their counterparts with an ROA of 4.8 (vs. 6.3-industry) and
a return on invested capital of just 5.3 compared to their peer average of 7.8.
Airgas’s strategy does not seem to be in tune with their potential buyer, Air Products. The most obvious sign is that this situation is now a hostile
bid on the part of Air Products, ignoring the wishes of Airgas management. Air Products is likely focusing on taking advantage of Airgas’s
enormous distribution network in order to become the largest industrial gas company in the United States. According to Airgas’s annual
statements, their strategy seems to be one of conservative diversification, which hedges against volatile economic and business cycles. This
would account for the very diverse product and services portfolio of Airgas. Air Products seems to be clearly focusing only on the industrial gas
segment, which could put the combined company in a riskier state relative to economic cycles.
A major factor in this hostile bid is the pending litigation involving the New York-based law firm, Cravath, Swaine & Moore, LLP. Since 2001,
the law firm represented Airgas until suddenly dropping them to represent Air Products in 2009. After Airgas rejected Air Products tender offer,
Air Products sued Airgas with CS&M as their legal counsel claiming that Airgas was failing to consider its offers. To counter, Airgas quickly
sued Cravith, Swaine, & Moore claiming that they breached conflict of interest laws and should not be allowed to represent Air Products in the
case since the law firm used to represent Airgas. Air Products is claiming that CS&M has represented them since the 1960’s, well before Airgas
even existed. Also, CS&M is claiming that they only provided minor financial work for Airgas. According to Reuter’s, analysts believe that Air
Products’ long history and the lack of pertinent services that CS&M provided for Airgas will help the judge to rule in favor of Air Products.
Should this be the case, this hostile bid is ultimately left up to the shareholders of Airgas.
16

On Monday, February 22, 2010, the board of directors of Airgas, the largest shareholders of the company, unanimously rejected Air Products’
bid for Airgas claiming that Air Products “significantly undervalues” Airgas and its potential for future growth. The shareholders rejected this bid
when the price of Airgas stock closed at $43.53 or 38% below the premium offered. v


The Combined Company
The popular opinion among analysts is that the merger would add approximately $250 million worth of synergies to the pro-forma statements.
Many of the synergies would arise from cost savings and increased profitability as the economy continues to improve. The merger is said to be
immediately accretive to earnings per share as well as GAAP earnings. The two companies bring different strengths to the table in order to
achieve these synergies. Air Products brings their engineering technology expertise as well as industry leadership in tonnage. Airgas would offer
their robust distribution network and leadership in packaged gases. The combined company would create one of the largest integrated industrial
gas companies in the world and the largest in the United States. vi
Financing Secured by J.P. Morgan Chase Bank N.A.
In order to successfully acquire a majority stake in ARG, APD will need $7 billion to purchase all outstanding shares.vii As of December, 2009
APD had cash and marketable securities that totaled $323 million. To make up for the difference, JP Morgan Chase Bank NA has committed
$6.724 billion through a term loan credit facility.

                                                Furthermore there will be certain debt covenants APD will have to adhere to regarding debt
                                                relative to firm EBITDA but our confidence of such covenants is high given APD’s current
  The absence of risk arbitrage                 financial strength. As long as the integrity and general premise of this deal remains the same, JP
  spread suggest an undervalued                 Morgan is prepared to move forward.
  bid price or unlikely merger
                                           With regard to repaying these sizeable loans, APD will combine the opportunity to refinance with
                                           payments from internally generated revenues. Despite many pending conditions necessary for
this deal to go through, Air Products obtaining financing is not among them. Those conditions necessary for deal success include:

  I.   Share tendered at expiration date once combined with the current stake represent at least a majority stake of outstanding diluted shares.
 II.    Airgas Board of Directors give up preferred stock purchase rights that would otherwise enabled them to interfere with this merger
III.   Cooperation from Airgas Board of Directors
IV.    Successful early compliance with Hart-Scott Rodino Antitrust Improvements Act of 1976 premerger notification and waiting period
 V.    No other parties come into agreement with ARG that prevents APD from acquisition or disables the opportunities for synergies and value
       creation

The investment bank acting as deal maker for this deal is J.P. Morgan. McKenzie Partners Inc is the information agent.

APD seeking share of U.S. Packaged Air Market through ARG

The development of APD’s offer into hostile takeover came from numerous declines by the ARG board of directors. On October 15, 2009, the
CEO’s of the two companies met to discuss the potential of a merger but with little success. ARG CEO McCausland expressed the likely
disinterest of the ARG board of directors.

Following multiple attempts and lower-than-expected ARG earnings reports on October 29, 2009 and January 28, 2010, APD’s current all-cash
offering was in fact a revision of two other prior offers.
The first offer was an all-stock deal that valued ARG stock at 0.7296 of APD but constituted a 27% premium of the current market price. This
discount of ARG stock by APD was immediately shot down and expressed disinterest to move forward with revisions followed. The second offer
was a cash and stock blend that raised the market price premium to 33% and an offer tender at $62 per share. The current offer is an all-cash bid
at $60 per share and reflects APD’s final attempt of acquisition. This final attempt has become a hostile takeover whereby APD has decided to
offer this tender publicly to ARG shareholders.


Risk Arbitrage Spread

In accordance with L’Habitant, risk arbitrage spread opportunities exist between the initial bid price and the closing market price one day after
the announcement. It is in that spread that arbitrageurs seek to achieve their returns. The inherent bet on a merger deal going through closes the
spread until bid price and market price converges to zero. Therefore the rate in which that spread closes is a viable proxy signaling likelihood of a
successful deal when the bid price is a reasonable premium of the market price. In this case, we are leaning more on the belief that the $60 per
share bid is an undervaluation of ARG stock.
17

        Figure 1: Instant market price jumps grossly shorten risk arbitrage windows as seen on February 5th, 2010 for Airgas Inc.




Any opportunity window for arbitrage was kept extremely short. The $60.00 per share bid price was made on the morning of February 5 th, 2010
and the opening price that very same day was $62.65, eliminating the entire spread instantly as trading opened. The only other risk arbitrage
opportunities that seem possible would come from renegotiation of a bid price that better reflects a premium of ARG’s value or an extension
beyond the current April deadline.



i
  Airgas Board of Directors statement <www.finance.yahoo.com>
ii
    Air Products Inc. (NYSE:APD), <http://www.reuters.com/finance/stocks/financialHighlights?symbol=APD.N>
iii
    Airgas Inc (NYSE:ARG) <www.moneycentral.msn.com>
iv
    Airgas Inc., Financial Strength <www.reuters.com>
v
    Airgas Inc. <www.finance.yahoo.com>
vi
    Information regarding the combined company <www.cnbc.com>
vii
     ARG SEC filings, exhibit (A)(1)(i), Offer to Purchase for Cash All Outstanding Shares from APD. Offer expire April 9, 2010 at 24:00
18




Security Analysis
19



                                                                                                    Zack Gregory       Ticker: CPO

                                                                                                    May 13, 2009       Rating: Buy

                                                                                                    Share Price: $21.13 Industry: Food Processing

                                                                        over the next one to two years. This, along with the current
                                                                        recession, presents an attractive opportunity for investors to hop
                                                                        into this rollercoaster slowly rounding the turn and is about to
                                                                        have its price buggy pulled rapidly upward

                                                                        Corn, Who Cares?

                                                                        Corn is just a simple product produced by simple farmers that has
                                                                        no real impact on the world except as a food source and a couple
                                                                        of minor alternative uses, right? One might be a fool to make such
 In the high-tech, flashy world of Google, Microsoft and Apple, it      a grand and false assumption! Corn Products International is an
 can become effortless to forget about the quiet and subtle giants of   indispensable part of everyday life of the American and global
 the domestic and global economy. While Apple has delivered an          citizen. The company boasted net sales of $3.94 billion in 2008
 unbelievable iPhone and Google is taking over the internet in a        and operates in over 15 countries world-wide. For those who are
 trendy and stylish way, certain companies, such as Corn Products       keen on the term “diversification”CPO supplies more than 60
 International (CPO), are quietly supplying the entire economy          industries and sectors across the globe with its products and
 with products or raw materials that are creating lasting               services. Its staple product is high-fructose corn syrup in which it
 dependencies with their customers, such as Coca-Cola. Do you           supplies global giants Coca-Cola and Pepsi among others2. Corn
 think corn is just what’s for dinner? Think again! From                products international simply cannot be escaped by the global
 pharmaceutical to the automobile to the food industry, Corn            citizen. Much like Google is to the internet, CPO is a part of the
 Products International is quietly rumbling along behind the scenes     lives of most everyone on earth!
 making unbelievable headway in establishing itself as one of the
 biggest backbones to America’s economy. Corn Products is a             Corn-fed: Fundementals of a Solid Company
 strong buy and hold for the following reasons:
                                                                        Upon an initial viewing of CPO’s fundamentals, a notable figure
          A very attractive PEG ratio of 0.46 (I can hear value        that leaps up and slaps you in the face is its uncanny ROE of
           investors Googling CPO as I type!)                           17.68%. CPO is in a league of its own relative to the rest of the
          An unbelievable Return on Equity of 17.68%, relative to      industry, which only boasts an industry average ROE of 3.13%.
           its industry average of 3.13%1                               CPO has an incredible 5-year expected EPS growth rate of 15%!
          5-year projected earnings growth of at least 15% and 10      This dwarfs the industry rate of 5.87.. Just as impressive, CPO
           year historical earnings growth of 29%!                      has a 10-year historical earnings growth of roughly 27%. To
          A safe company! It currently has a debt-to-equity ratio of   paint this hidden gem’s picture relative to value, we stack its
           0.62, relative to an industry average of 1.27 and an S&P     current P/E on top of the growth, which spits out a beautiful PEG
           average of 1.06. 1                                           ratio of 0.46 (Peter Lynch may even applaud this discovery).
                                                                        Finally, if one likes to heed the advice of Warren Buffett (and one
 Artificial Sweetener, Artificial Price                                 might consider doing so), CPO would fit nicely with Buffett’s
                                                                        criteria of a “safe company” with its phenomenal debt ratio of
 In the Summer of 2008, the agricultural giant, Bunge, tried to take    0.62. In such a high and fixed cost industry, CPO is floating
 over Corn Products International in order to gain more market          peacefully compared with the S&P 500 average of 1.06. 1
 share in the industry. Before the deal was fully realized the
 takeover was sacked due to a severe down tick in commodities,
                                                                                               30
 which caused Bunge’s stock to collapse. Bunge took Corn                                                   Got Corn?
                                                                              Dominating By
                                                                              Percent CPO is




                                                                                               25
 Products along for the ride and caused its stock price to plummet                             20
 by association. With the market being an efficient mechanism,                                 15
 investors are starting to understand that Corn Products is a shining                          10                                            CPO
 star beneath the former merger controversy and is likely to see a                              5
                                                                                                0                                            Industry
 large increase in share price
                                                                                                     ROE (5      EPS (5 Debt Ratio           S&P
                                                                                                    year avg.) year. avg)
                                                                                                    CPO, Quietly Amassing Fortunes


                                                                        Figure 1


                                                                        2
                                                                            www.cornproducts.com
 1
     www.msn.com

Not Everyone is Perfect…But Some Are Close!
20


Though Corn Products has achieved almost double the growth of the S&P 500 over the past 10 years that is not to say there are not potential
hindrances to owning the stock. However, it must be noted that the risks do not appear to be firm-specific. Because of slower economic times,
earnings in the short-run have fallen short of estimates due to such occurrences as Coca-Cola’s and Pepsi’s aggregate decrease in demand of their
carbonated beverages. Also, harder economic times have resulted in increased input costs for the short term for Corn Products due to the lack of
demand for some of the “corn co-products” that CPO normally utilizes to hedge against the cost of inputs. Also, political problems in South
Korea have resulted in much higher corn and distributions costs in the short-term Like most companies, CPO is expected to pick up momentum
somewhere in 2010, which is when we should start to see CPO stride ahead of the pack. Its immense product diversification and continual
innovation are expected to reward patient investors nicely.vii
Valuation: Where the Diamond is Lifted From the Rough
The figure below is a simple Discounted Present Value analysis of this stock over the next 5 years relative to earnings growth. To show the
impressive nature of this stock I have made very conservative estimates that will still show impressive returns and intrinsic value. We will
assume: 1) a modest earnings growth rate of only 12%, 2) a risk-adjusted discount rate of just 12%, and finally 3) security pricing grounded in a
forward P/E ratio of roughly 14%. The forward P/E is based on the assumption that Corn Products International is an excellent business with
high earnings and is operating in a recession-like atmosphere currently. 1
                                                              CPO is a Steal for only $20.36!
                                      Expected EPS       EPS in 5 Years Stock Price in            Intrinsic
                                         Growth                                      5 Years     Economic
                                                                                                   Value
                                           10.0%              5.67                   79.37         47.78
                                           11.0%              5.93                   83.04         50.00
                                           12.0%              6.20                   86.85         52.29
                                           13.0%              6.49                   90.80         54.67
                                           14.0%              6.78                   94.88         57.13
Figure 2

Immaculate Management: Separating the Chaff from the Crop
Corn Products International is currently headed by the talented Samuel C. Scott III who has been at the top since 2001and president since 1997.
He is also a director of Motorola and Abbott Laboratories. Scott has been with the company since 1997 and excelled in the corn industry for over
20 years. Since Scott has been at the helm (or near it), CPO has enjoyed roughly 10 years of unprecedented earnings growth in excess of 25%!5
Scott owns 253,960 shares of stock in the company worth $5.1 million. Roughly 83% of CPO’s stock is owned by institutional investors,
including Axa, Vanguard Group, and Prudential. It seems that due to the uncertainty of the current recession, insiders have sold a few shares
lightly (0.8%), but nothing indicates that it is due to any negative inside information and is solely due to uncertain economic conditions.

Beta Analysis and Safety
                                                5 Year Avg.        R-Squared          P-Value
                                                Beta Estimate
                                                0.86               0.22               0.33
Figure 3

Risk-averse investors will smile at the above 5-year average beta of 0.86, which indicates that it is 14% less volatile than the overall market. This
beta of 0.86 was derived using the weekly returns of CPO and the S&P and running a regression analysis. Also, found in the regression is the
tell-tale sign of a 0.22 R-squared figure that suggests CPO’s stock precariousness is not greatly affected by the overall market. In fact, 72% of
Corn Product’s volatility cannot be explained by fluctuations in the market and are more likely attributed to firm-specific risks, which in this
company’s case, is a great thing. 6
Also, Graham and Dodd investors will salivate at the company’s safety net in which it boasts a current debt-to-equity ratio of just 0.62! This
itself is an exciting figure. However, when compared to the industry and S&P averages of 1.27 and 1.06, respectively, it leaves quite an imprint
on the mind. By leveraging the company just above the half-way mark, CPO has been able to enjoy 21% dividend growth rates and achieve net
income growth rates of roughly 30% in the past 5 years . 2

Recommendation: Is There Any Doubt?
Corn Product’s stock price has appeared to be pushed artificially low due to current economic conditions and a failed attempt at a merger with
Bunge. Because of CPO’s talented management, especially when it comes to cost containing and hedging input costs, the company should be
able to produce above average earnings growth in the long haul and its stock price will likely double (maybe even triple) in the next 3 to 5 years.
For those smart investors seeking long-term capital appreciation I strongly recommend Corn Products International as a BUY.
21




Risk Modeling & Analysis
22




         Optimal Bond Portfolio Construction


                     Worst
          Exp Ret     Ret     Duration    Amounts
Bond 1     0.13      0.06        3        $400,000     <=   $400,000
Bond 2     0.08      0.08        4           $0        <=   $400,000
Bond 3     0.12       0.1        7        $300,000     <=   $400,000
Bond 4     0.14      0.09        9        $300,000     <=   $400,000
                     81,000   6,000,000   1,000,000
                       >=         <=           =
                     80,000   6,000,000   $1,000,000
13.00%    $130,000                6
23




                          Real Estate Analysis and Forecast Simulation
 rate       payment         (annual)             (annual)             (annual)        (annual)
               $
10.00%                    maintenance            renter              property       homeowner
           (200,000)




                                                                                                       ANNUAL NET
                             costs             payments                 tax         insurance
          preliminary      (lognormal)           custom              start value     start value
          maintenance     mean, std dev                                 3000            1500
            (normal)          400                $0, 20%              (normal)        (normal)
          mean, std dev       400         $2000, 16% (0.80*0.20)    mean, std dev   mean, std dev
               $
                                          $2200, 60% (0.80*0.75)
           (50,000)                                                      50              50
               $                                                                                        $
                                          $2500, 4% (0.80*0.05)
            10,000                                                       50              50         (250,000)
                                                                                                       $
                              400                 2000                                  1500
year 1                                                                  3000                        19,100
                                                                                                       $
                              400                 2000                                  1550
year 2                                                                  3050                        19,000
                              400                 2000                                  1600
                                                                                                       $
year 3                                                                  3100                        18,900
                              400                 2000                                  1650
                                                                                                       $
year 4                                                                  3150                        18,800
                              400                 2000                                  1700
                                                                                                       $
year 5                                                                  3200                        18,700
                                                                                                       $
                              400                 2000                                  1750
year 6                                                                  3250                        18,600
                                                                                                       $
                              400                 2000                                  1800
year 7                                                                  3300                        18,500
                              400                 2000                                  1850
                                                                                                       $
year 8                                                                  3350                        18,400
                              400                 2000                                  1900
                                                                                                       $
year 9                                                                  3400                        18,300
                              400                 2000                                  1950
                                                                                                       $
year 10                                                                 3450                        18,200
                                                                                                       $
                              400                 2000                                  2000
year 11                                                                 3500                        18,100
                                                                                                       $
                              400                 2000                                  2050
year 12                                                                 3550                        18,000
                                                                                                       $
                              400                 2000                                  2100
year 13                                                                 3600                        17,900
                              400                 2000                                  2150
                                                                                                       $
year 14                                                                 3650                        17,800
                              400                 2000                                  2200
                                                                                                       $
year 15                                                                 3700                        17,700
                                                                                                       $
                                                              Residual Value of Home: Optional      200,000

                $
NPV         (65,213)
IRR          6.37%
24


                                                                                                                                Financial Statement Risk Simulation
CompuCredit
                                                                         Most Recent
Modified EBIT                                                   -1       Year (MRY)         MRY - 1                MRY - 2      MRY - 3           MRY - 4          MRY - 5           MRY - 6           MRY - 7           MRY - 8           MRY - 9

                                                                          Final             Final             Final             Final             Final           Final           Final           Final           Final           Final                            Transpose
Excise Taxes (non-balancing)                                                0                 0                 0                 0                 0               0               0               0               0               0                           Year      Sales
Sales                                                            1    1228.952 902.958 573.665 432.677 141.789 154.218                                                          242.06         148.777          58.572           4.669                           10 1228.952
Cost of Goods Sold                                               1    1052.346 609.429 374.236 212.245 156.094 139.687 113.632                                                                  54.024          16.683           4.954                            9      902.958
                                                                   ------------------------------------------------------------------------- --------------- --------------- --------------- --------------- --------------- ---------------                      8      573.665
Gross Profit                                                           176.606 293.529 199.429 220.432 -14.305                                                  14.531         128.428          94.753          41.889          -0.285                            7      432.677
                                                                                                                                                                                                                                                                  6      141.789
Research & Development Expense                                                 0                 0                   0                  0                0                   0             0                 0                 0                 0                5      154.218
Advertising Expense                                                            0                 0                   0                  0                0                   0             0                 0                 0                 0                4       242.06
Foreign Currency Adjustment                                                    0                 0                   0                  0                0                   0             0                 0                 0                 0                3      148.777
Rental Expense                                                               21.1              18.9               10.6                5.5              5.148               3.858        1.138             0.713             0.186             0.035               2       58.572
Pension Expense                                                               0.5               0.4                 0.4               0.4              0.276               0.136         0.07                0                 0                 0                1        4.669
Selling, General, & Administrative Expense                                  @NA                @NA               @NA               @NA                 @NA                 @NA          @NA               @NA               @NA               @NA
                                                                      ------------------------------------------------------------------------- --------------- --------------- --------------- --------------- --------------- ---------------
                                                                                                                                Regression
Operating Income Before Depreciation                                      176.606 293.529 199.429 220.432 -14.305
                                                                                                               1400
                                                                                                                                                                          14.531      128.428            94.753            41.889            -0.285
Amort of Intangibles                                                           5                3.4            1200 1.3                 0
                                                                                                                                 y = 118.87x - 264.94    0                   0             0                 0                 0                 0
                                                                                                               1000                   R² = 0.8416
Depr, Depl & Amort Excl Amort of Intan                                     32.843             34.443            36.543
                                                                                                                800               37.843              37.843              37.843       37.843            37.843            37.843            37.843             Year       Sales
                                                                                                                600
Depreciation, Depletion & Amortization                                     37.843             21.993            17.273            15.631              14.801               9.802        4.273             1.475             0.444             0.079               1         4.669
                                                                                                           Sales




                                                                                                                                                         Series1
                                                                                                                400
                                                                                                                                                         Linear (Series1)
                                                                       ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
                                                                                                                200                                                                                                                                               2        58.572
                                                                                                                  0
Operating Profit                                                          138.763 271.536 182.156 4 204.80110 12 -29.106
                                                                                                               -200 0   2         6        8                               4.729      124.155            93.278            41.445            -0.364               3       148.777
                                                                                                                   -400
                                                                                                                                Year                                                                                                                              4        242.06
Interest on LT Debt (Non-Balancing)                                          0                 0                      0             0                0                 0                  0                 0                0                 0                  5       154.218
Interest Capitalized (Non-Balancing)                                         0                 0                      0             0                0                 0                  0                 0                0                 0                  6       141.789
Interest Expense                                                           52.472            22.971                 4.729         6.534            7.579             0.317                0                 0              0.536             0.361                7       432.677
     (Non Balancing Items)                                                                                                                                                                                                                                        8       573.665
Interest Income                                                                0                 0                 0                 0                 0                 0                 0                 0                 0                 0                9       902.958
Rental Income                                                                  0                 0                 0               1.3                 0                 0                 0                 0                 0                 0               10      1228.952
Equity in Earnings - Unconsol Sub                                         106.883            45.627             1.987            27.676            45.717                0                 0                 0                 0                 0               11      1042.604
Capitalized Interest                                                           0                 0                 0                 0                 0                 0                 0                 0                 0                 0           beta 1 =    -264.9367
Non-Operating Income/Expense                                     1        106.883            45.627             1.987            27.676            45.717                0                 0                 0                 0                 0           beta 2 =     118.8673
Acquisitions/Mergers                                                           0                 0                 0                 0                 0                 0                 0                 0                 0                 0
Gains and Losses                                                               0                 0                 0                 0                 0                 0                 0                 0                 0                 0           Std Error     191.19
Impairment of Goodwill                                                     -10.546               0                 0                 0                 0                 0                 0                 0                 0                 0
In Process R&D                                                                 0                 0                 0                 0                 0                 0                 0                 0                 0                 0
Restructuring                                                                  0                 0                 0                 0                 0                 0                 0                 0                 0                 0
Settlements/Litigation/Insurance                                             -1.8              -11                 0                 0                 0                 0                 0                 0                 0                 0
Writedowns                                                                     0                 0                 0                 0                 0                 0                 0                 0                 0                 0
Other Special Items                                                            0                 0                 0                 0                 0                 0                 0                 0                 0                 0
Special Items                                                              -12.346             -11                 0                 0                 0                 0                 0                 0                 0                 0
                                                                       ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
Pretax Income                                                             180.828 283.192 179.414 225.943                                           9.032             4.412           124.155            93.278            40.909            -0.725
Income Taxes - Deferred
Deferred Taxes - Federal                                                   32.881            -0.866                -5.133        54.863           -21.133           -13.885           10.489            21.569             5.419                0
Deferred Taxes - State                                                      0.181             0.478                -0.056         0.414              0                 0                0                 0                0.659                0
Deferred Taxes - Foreign                                                      0                 0                     0             0                0                 0                0                 0                  0                  0
Income Taxes - Current
Income Taxes - Federal                                                     27.241            97.835                60.875        11.187           24.294             15.43            31.292            12.698             8.436                0
Income Taxes - State                                                        0.152             1.046                 0.664         0.528             0                  0                0                 0                0.965                0
Income Taxes - Foreign                                                        0                 0                     0             0               0                  0                0                 0                  0                  0
Income Taxes - Other                                                          0                 0                     0             0               0                  0                0                 0                  0                  0
    (Non Balancing Item)
    Non-recurring Income Taxes After-Tax                                    @NA               @NA               @NA               @NA               @NA               @NA               @NA               @NA               @NA               @NA
Total Income Taxes                                                         60.455            98.493             56.35            66.992             3.161             1.545            41.781            34.267            15.479                0
Minority Interest                                                          12.898            13.349            22.345            37.233                0                 0                 0                 0                 0                 0
                                                                       ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
Income Before Extraordinary
Items & Discontinued Operations                                           107.475            171.35           100.719 121.718                       5.871             2.867            82.374            59.011             25.43            -0.725
Preferred Dividends                                                            0                 0              4.404             4.284             4.168             0.144                0              0.582              1.8              0.616
                                                                       ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
Available for Common                                                      107.475            171.35            96.315           117.434             1.703             2.723            82.374            58.429             23.63            -1.341
Savings Due to Common Stock Equiv.                                             0                 0              4.404             4.284                0                 0                 0                 0                 0                 0
                                                                       ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
Adjusted Available for Common                                             107.475            171.35           100.719 121.718                       1.703             2.723            82.374            58.429             23.63            -1.341
Extraordinary Items                                                            0                 0                 0                 0                 0                 0                 0                 0                 0                 0
Discontinued Operations                                                        0                 0                 0                 0                 0                 0                 0                 0                 0                 0

                                                                       ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
Adjusted Net Income                                                       107.475            171.35           100.719 121.718                       1.703             2.723            82.374            58.429             23.63            -1.341
Earnings Per Share Basic -
Excluding Extra Items & Disc Operations                                      2.21             3.46                   1.97          2.38             0.04              0.06               1.8              1.55             11.32             -0.65

Earnings Per Share Basic -
Including Extra Items & Disc Operations                                      2.21             3.46                   1.97          2.38             0.04              0.06               1.8              1.55             11.32             -0.65

Earnings Per Share Diluted -
Excluding Extra Items & Disc Operations                                      2.14             3.34                   1.93          2.34             0.04              0.06              1.79              1.55             11.32             -0.65

Earnings Per Share Diluted -
Including Extra Items & Disc Operations                                      2.14             3.34                   1.93          2.34             0.04              0.06              1.79              1.55             11.32             -0.65

EPS Basic from Operations                                                    2.39              3.6                   1.97          2.38             0.04              0.06               1.8              1.55             11.32             -0.65
Dividends Per Share                                                           0                 0                     0             0                0                 0                  0                0               @NA               @NA

Com Shares for Basic EPS                                                   48.734            49.574                 51.23        51.212           46.384            46.542            45.886             37.58             2.087             2.062
Com Shares for Diluted EPS                                                 50.338            51.228                52.099        51.914           46.412            46.621             46.07            37.656             2.087             2.062

Copyright: Standard & Poor's, a division of the McGraw-Hill Companies, Inc. All rights reserved.

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Resume Portfolio Final

  • 1. JON Z. GREGORY, MBA Portfolio of Accomplishments in Market Research & Financial Analysis University of Kansas Texas A&M University
  • 2. Contents: 3…………………………………………………………….………………Resume Applied Coursework & Writing Examples: 4……………............................Corporate Project Allocation & Market Analysis 5……….……………..………………………EnCana-hurdle rate for new projects 6….………………...……………Mercury Athletic Footwear-acquisition analysis 7....….………………………Google-pro forma financials for acquisition of Sprint 9……………Business Valuation & Industry Competitive Analysis: Apple, Inc. 10……………………………………………………DCF & EVA valuation results 12………………………………………………………………Continuation Value 14…………………………………………………………Alternative Investments 15………………………Merger Arbitrage Memo- AirProducts, Inc. & Airgas, Inc. 18……..………………………………………………………… Security Analysis 19……………………………………………………………CPO Buy/Sell Memo 21………………………………………………………Risk Modeling & Analysis 22…….……………………………………Portfolio Construction Relative to Risk 23…………………………………………………………Real Estate Risk Analysis 24………………………………………………Financial Statement Risk Analysis
  • 3. 3 JON Z. GREGORY, MBA PROFILE Recent MBA-Finance graduate and offering over 4 years’ progressive experience in technical sales/account management, business development, and financial analysis for corporations. ~ Possess an established track record of revenue growth, developing organizational models for use by management based on market and competitive analysis. ~ Desire an account manager, executive, or consultant position. CAREER PURPOSE I am seeking an opportunity that will allow me to serve as a natural catalyst and inspire the company’s clients to view our organization as the most elite and innovative in the industry. By fully utilizing my progressive sales experience and competitive analysis skills derived from my excellent MBA education, I have no doubt that I am well equipped for ultimate success. SPECIAL SKILLS  Segmentation of Consumer Markets - including top-down/bottom-up, positioning, and price discrimination  Advanced User of Excel and Spreadsheet Modeling- very efficient in industry and financial statement analysis  Capital Project Allocation-including calculating present values, formulating cash flows, cost of equity (CAPM), market risk, cost of debt, project risk, WACC, business investment and strategy  Business/Project Valuation utilizing various DCF, Asset, Capitalized Earnings and Industry Multiples models  Complete Industry Competitive Analysis including past, present, and comparative analysis  Real Option Valuation/Decision Tree Analysis- what is the value of having an option to delay a project?  Strategic Positioning including competitive advantage analysis, NPV analysis, and “Over the course of the brand awareness motives  Product Life Cycle/Strategic Direction-including market entry timing, 5 Forces, and summer, it became competitive sustainability readily apparent to me that Zack’s MBA experience at the EMPLOYMENT HISTORY University of Kansas Domann & Pittman (NFL Agency), Colorado Springs, CO Summer 2009 Marketing Analyst Intern has prepared him not only analytically, but Wealth Design Group, Houston, TX 2007-2008 also with an excellent Financial Services Sales Representative understanding of applicable business Sea Gull Lighting, Houston, TX 2006-2007 principles that will Account Manager-Technical Sales allow him to thrive in whatever career path he elects to pursue” EDUCATION  Master of Business Administration-Finance ~ Scott Bouska, The University of Kansas, 2010 CFO,XSF Venture;  Bachelor of Science in Agricultural Business & Communication Former Associate, Texas A&M University, 2006 Deutsche Bank
  • 4. 4 . Financial Project Allocation & Market Analysis
  • 5. 5 To: Jide Wintoki From: Richard Smith, Scott Mitchell, Zack Gregory Re: Mercury Athletic Acquisition Based on our analysis of Mr. Liedtke’s base case projections for a potential acquisition of Mercury Athletic, we have concluded that this is a positive net present value project, and that AGI should proceed with the acquisition. Under Mr. Liedtke’s operating assumptions, we calculate the value of Mercury’s discounted cash flows to be $624.446 million, and the acquisition price to be $156.643 million, yielding a net present value of $467,804 for AGI. Our calculations indicate that this project becomes even more attractive financially when potential favorable synergies between AGI and Mercury are taken into account. A real options valuation (details below) involving inventory management and the women’s casual line indicates that an additional $22.365 million of value would be created by the successful implementation of fairly simple operating synergies in those two areas alone. Considering that far more possible synergies and savings are a possibility for AGI and Mercury post-acquisition, we believe this acquisition would be an appropriate strategic move for AGI to improve its own performance and to compete on a more level playing field with the larger companies in the industry. Methodology/Supporting Assumptions To estimate the price of acquiring Mercury, we averaged the P/E multiples of comparable companies in the industry and applied that multiple to Mercury’s 2006 net income to arrive at a likely purchase price. P/E was used because we believe it is the most accurate reflection of the market’s view of Mercury’s recent performance and value. Kinsley Coulter and Templeton Athletic were used as the two comparable companies because, along with AGI and Mercury, they are the only other companies in the industry with annual revenue of less than $1 billion (Marina Wilderness also has revenue less than $1 billion, but because it is the fastest- growing company in the industry it commands a multiple dramatically different from what Mercury could expect, therefore we excluded it). To discount the cash flows, we first had to estimate Mercury’s WACC. We did this by calculating the average asset beta for companies in this industry, and then applied it to Mercury’s assumed leverage ratio to find the cost of equity. Combining that information with the cost of debt and tax rate assumptions provided by Mr. Liedtke, we arrived at a WACC of 10.9%. To calculate the terminal value of the project, we assumed a growth rate roughly equal to historical inflation in the U.S., which is 3%. Though Mr. Liedtke’s projections have Mercury’s cash flows growing much more rapidly (8.5%) in the near term, we didn’t believe that figure was sustainable in the long run, and thus used that more conservative inflation figure. Valuation of Potential Synergies To analyze the potential value that would be added by cooperation between AGI and Mercury, we conducted a real options valuation involving some of the operating synergies that Mr. Liedtke thought could be realized post-acquisition. The two scenarios we analyzed were: Optimistic Scenario – All synergy benefits realized (50% probability):  Mercury women’s casual line turns around; 3% revenue growth, 9% EBIT margin  Adoption of AGI inventory system reduces Mercury’s DSI to  Discounted present value under this scenario: $685.479 million Pessimistic Scenario – No synergy benefits realized (50% probability):  Women’s casual line maintained, but continues losing money (-2.3% EBIT) indefinitely  Adoption of AGI inventory system has no effect on Mercury’s inventory levels  Discounted present value under this scenario: $608.143 million Sensitivity Analysis A sensitivity analysis of our results indicates that this project would remain a positive NPV project for AGI, even given dramatically different assumptions regarding Mercury’s debt level and future revenue growth. Even using 100% debt or 0% debt in its capital structure, Mercury’s NPV would remain positive. Additionally, discounted cash flows over the first five years (2007- 2011) are sufficient to cover our estimated purchase price, so changes in our terminal value revenue growth figure make no difference in whether this is a positive- or negative-NPV project.
  • 6. 6 To: Jide Wintoki From: Richard Smith, Scott Mitchell, Zack Gregory Re: EnCana’s hurdle rate for new projects We have calculated EnCana’s current weighted average cost of capital as being 9.29%. This is based on EnCana’s current capital structure and existing costs of equity and debt. We believe this is the hurdle rate the company should employ for deciding whether to undertake average-sized projects with risk levels commensurate to the company’s existing projects. However, additional costs (underwriting costs, new equity flotation costs) would be associated with raising new capital to fund a major project, which would make new capital more costly than old. So we believe that the “hurdle rate” that should be used for projects that are of greater-than-average risk or would require a significant infusion of new capital should be 10.36%, reflecting those increased costs. In both cases, we arrived at these figures by utilizing the capital asset pricing model to calculate the EnCana’s cost of common equity, and using a weighted average of EnCana’s various debt issues to arrive at the overall cost of debt. Key assumptions employed in the calculations of these figures are as follows: Assumption Source/Rationale Risk-Free Rate: 4.20% - Current government long-term bond yield Market Risk Premium: 4.74% - Arithmetic average of the differences between CDA 1-year gov’t. bonds and the S&P TSX index (1990-2005) Canadian Corporate Tax Rate: 36.1% - 2006 Canadian tax rate from KPMG.com article EnCana Total Equity: $48.515 B - Current market cap EnCana Equity Beta: 1.27 - Noted in the case Cost of Existing Equity: 10.22% - Calculated using CAPM and assumptions above Cost of New Equity: 15.22% - Above, plus 5% for added flotation costs EnCana Total Debt: $8.054 B - Total of ST- and LT-debt from debt schedule Cost of Existing Long-Term Debt: 5.81% - Current yield of publicly-traded ENC bonds Cost of New Long-Term Debt: 6.31% - Above, plus 50 basis points for underwriting costs Cost of Short-Term Debt: 3.52% - Average, noted in the financial statements
  • 7. 7 Figure 1: Pro Forma Financials for Google after the Acquisition of Sprint & NPV Analysis The data set below is a simulated version similar to a statement of cash flows derived to quantify the effects of a Google-Sprint merger. The logic behind the model begins with projected revenue as a function of market share growth. The projected cash flows are then backed out of revenue using typical accounting and capital budgeting principles. The model is calculated based on the following assumptions: *(all data necessary for calculations have been drawn from YahooFinance, Reuters, and ValueLine)  For every 1% increase in market share growth, revenue increased by 2%  Google would be able to decrease cost of sales to roughly 36% of revenues down from Sprint’s current 52% o This would largely be due to Google providing better management efficiency and is in a much better financial position than Sprint  Google’s cost of capital is 5.70% and has zero cost of debt (Google is financed solely by equity) o The asset beta of 0.40 for the wireless carrier industry’s dominant players was calculated and then re-levered to Google’s cost of capital for expanding into the wireless carrier business o Market-risk premium = 5% o Risk-free rate = 3.69% (going rate for 10-year T bills) *Please see Figure 2 below for further detail  The acquisition price of Sprint would be approximately $50 billion. This number is far higher than what would be actually offered when compared to Sprint’s current Enterprise Value/EBITDA ratio, which is meant to represent a worst-case scenario. Even under this case, the NPV of the project is still positive. The time period of 8 years was chosen because of the valuation complexity of this merger. It is rather difficult to correctly quantify the exact effect that Google’s acquisition of Sprint would have due to the lack of historical comparison of these two industries merging. Five years would essentially be too few years to determine any real meaning and 10 to 15 years would be an inaccurate measure of what the future holds. As indicated by the positive NPV of $120.5 billion, the acquisition seems to make sense for Google. With a quick glance, one can see that this model is largely dependent on the market share growth that Google could obtain in the wireless provider market. Though, at first glance, the rapid capture of such significant market share seems unlikely. However, please note this logic is under the assumption that Google will be providing wireless data and voice service at never-before-seen prices to consumers. Such an industry shock could trigger such rapid market share growth for Google in the wireless industry. The revenue-growth multiplier of “2” indicates that, because of Google’s lucrative online advertising business model, revenue will grow at a quicker pace for every percentage increase in market share. Or, the revenue to market share elasticity is 2. The logic here is that online advertising is a more lucrative business than providing wireless service, due largely to the fact that profit and operating margins are much larger in online advertising. The wireless service industry is very capital intensive, which shrinks margins for the current players. However, Google’s outstanding advertising margins will actually increase at a greater rate with the aid of being able to offer wireless service for cheap due to the fact that more users will be online more frequently and using Google’s web-based services, such as Google Search, Gmail, and the myriad of Google-owned sites that generate incredible advertising profits.
  • 8. 8 Figure 1: Capital Budgeting Projection-Google Acquisition of Sprint SPRINT/GWireless Pro Forma Financials Sprint-Projected Revenue Growth -1.00% (in thousands) Revenue -Growth Multiplier 2 Year 0 1 2 3 4 5 6 7 8 Cost of Revenue/Revenue Ratio 36% Depreciation Growth 3% Revenue 32,260,000 31,937,400 31,618,026 31,301,846 30,988,827 30,678,939 30,372,150 30,068,428 29,767,744 Tax Rate 34% Market Share Growth 4.0% 10.0% 10.0% 15.0% 1.5% 1.5% 1.5% 1.5% Capital Expenditure for Sprint 50,000,000 Market Share 10.4% 14.4% 24.4% 34.4% 49.4% 50.9% 52.4% 53.9% 55.4% Cost of Capital 5.70% Revnue Growth-Post 8% 20% 20% 30% 3% 3% 3% 3% Revenue-Post Merger 32,260,000 34,840,800 41,808,960 50,170,752 65,221,978 67,178,637 69,193,996 71,269,816 73,407,910 Cost of Revenue 16,435,000 12,542,688 15,051,226 18,061,471 23,479,912 24,184,309 24,909,839 25,657,134 26,426,848 EBTD 22,298,112 26,757,734 32,109,281 41,742,066 42,994,328 44,284,157 45,612,682 46,981,063 Depreciation (-) 7,416,000 7,638,480 7,867,634 8,103,663 8,346,773 8,597,177 8,855,092 9,120,745 9,394,367 EBT 14,659,632 18,890,100 24,005,618 33,395,292 34,397,151 35,429,066 36,491,938 37,586,696 Taxes (-) 4,984,275 6,422,634 8,161,910 11,354,399 11,695,031 12,045,882 12,407,259 12,779,477 Net Income 9,675,357 12,467,466 15,843,708 22,040,893 22,702,120 23,383,183 24,084,679 24,807,219 Depreciation (+) 7,638,480 7,867,634 8,103,663 8,346,773 8,597,177 8,855,092 9,120,745 9,394,367 Capital Expenditure (-) 50,000,000 Total Net Cash Flow -50,000,000 17,313,837 20,335,100 23,947,371 30,387,666 31,299,296 32,238,275 33,205,423 34,201,586 PV of Cash Flows -50,000,000 16,380,055 18,200,796 20,277,946 24,343,639 23,721,642 23,115,538 22,524,921 21,949,394 NPV $120,513,932 IRR 44% Figure 2: Google’s Cost of Capital Relative to Entry into Wireless Industry The table below displays the derivation of Google’s cost of capital for diversifying into the wireless services industry. The average asset beta for the wireless services industry was found and then re-levered to Google’s equity beta in order to find the new Google Wireless cost of capital via the capital asset pricing model. Because Google is a debt-free company, the cost of equity is the cost of capital. Please note that this is the cost of capital for Google relative to its risk in the wireless industry, not Google as a whole. Normally, investors would require a larger return from Google given its enormous earnings success in recent years. However, the cost of capital displayed below shows the effects of Google’s positive reputation when it brings it to another industry, such as wireless services. Sprint Verizon AT&T Stock beta 1.19 0.63 0.69 D/E 1.16 1.5 0.71 Asset Beta 0.55 0.25 0.40 Asset Beta Average 0.40 Google Wireless Beta 0.40 Market Risk Prem 5.00% Risk-free Rate 3.69% Cost of Equity 5.70%
  • 9. 9 Business Valuation & Industry Competitive Analysis
  • 10. 10 Gregory & Smith Capital, LLC “Better than trusting your money to a chimp… but only slightly.” Part 7 – Results Submitted 11.17.09 Executive Summary Based upon the results of our analysis of Apple, we arrive at a valuation per share of approximately $366, a premium of approximately $161 over today’s stock price of $205.91. This difference may be due to the fact that consensus Wall Street valuations are underestimating the revenue and profitability of the iPhone and other potential future product offerings, or are underestimating Apple’s future “staying power” as a force in the computer and home electronics industry. Relative valuation methods for Apple yield an expected per-share price in the $90-$100 range based on competitors’ multiples, barely half of what the stock is currently trading for. We believe that this is based on the fact have higher expectations for Apple’s future growth rates, and thus it trades at multiples significantly larger than those of its competitors. Results Our discounted cash flow/EVA valuation analysis of Apple yields a per-share price of $366.23. This figure is based on explicitly forecasted discounted free cash flows of approximately $99 billion, and a discounted continuation value of just over $197 billion. After accounting for Apple’s (sizable) excess cash holdings and other non-operating factors, we arrive at a total valuation of equity of just over $330 billion for Apple, which is then divided by 901.4 million shares outstanding (including restricted stock units). That $366.23 represents a premium of 78% over the stock’s actual price today, which is $205.91. There are several possible explanations for that sizable discrepancy. The first is that investors and analysts are undervaluing Apple’s current revenue and profitability due to the effects of subscription accounting rules on the iPhone, which we project to be a large and growing component of Apple’s revenues going forward. Another possible reason is that investors are taking a more pessimistic view than we are of Apple’s ability to continue to grow and remain highly profitable without CEO Steve Jobs at the helm. There is considerable uncertainty regarding Jobs’ long- term status after bouts with cancer and a recent liver transplant, and fears regarding his future health (and that of his company) may be priced into the company’s stock today. A final possibility is that we have simply overestimated Apple’s future revenue (and cash flow) growth performance in our forecasts. Thanks to the iPod, iPhone, etc., Apple is coming off a five-year stretch of revenue and cash flow growth that is nearly unparalleled in its industry. While we believe Apple will be able to continue to prosper through continued innovation for some time to come, we also have to concede the possibility that we have allowed the company’s atypical string of recent “hits” to skew our forecasts in an unrealistically positive direction. Given the uncertainties surrounding Jobs’ future, and the general difficulty of predicting the future innovation and growth of this rapidly-evolving company, it is tough to settle on one “bulletproof” valuation method for Apple’s stock. Our estimates varied widely, as shown in the table below: Valuation Method Per-share Price Actual Stock Price (11/17/09) $205.91 Discounted FCFs/EVAs $366.23 Competitors’ P/E Ratios $111.37 Competitors’ TEV/EBIT Ratios $95.30 Relative to other companies, Apple has quite an impressive TEV/EBIT ratio at 20.8. The average TEV/EBIT ratio for Apple’s twins is 11.2. One thing to note about Apple’s higher ratio is that they appear to have far fewer shares outstanding than their peers, such as Microsoft and HP, which ultimately results in Apple’s share price trading at a significantly higher price than its competitors. Using the TEV/EBIT pricing method, we arrived at a price of $95.30, which is significantly below the market price Apple is trading at currently. The most logical explanation of its lower price is because it’s based on industry data, which is much different from the uniqueness of Apple’s data. Also, when we calculated Apple’s P/E multiple, it naturally came out to be much higher than their competitors as well. Apple’s P/E ratio was 32.32 relative to the competitor average of 17.71. Again, the P/E ratio is likely higher than Apple’s peers due to the fewer number of shares outstanding. When using the P/E multiple pricing method, we arrived at a price of $111.37. Again, this is far below the current trading price of $205.91 but higher than the $95.30 that was found with the TEV/EBIT method. A likely reason the P/E pricing method gives a lower price is again due to the fact that Apple’s price is driven upward by the fewer shares of common stock outstanding.
  • 11. 11 Summary Our objective in this project has been to objectively (without reliance on “expert” estimates or current market prices) determine the value of Apple, Inc. This involves less a look at where it has been than where it is going—how much cash flow can we expect Apple to accrue in the years and decades to come? That future focus makes Apple both an intriguing and somewhat challenging company to value, because the nature of its business has changed quite dramatically over the past five years—it has gone from being a run-of-the-mill computer company to being a broad-based, innovative consumer electronics company. Its financial performance has undergone a similarly dramatic makeover in the process, as shown in the graph below: Apple Revenues 35,000.0 iPhone Introduced Itunes Music Store Opens Revenues (Millions) 30,000.0 25,000.0 20,000.0 Revenue 15,000.0 iPod debuts sX 10,000.0 5,000.0 0.0 99 00 01 02 03 04 05 06 07 08 Year Once financially struggling, Apple is now generating cash at an eye-popping rate, producing massive revenue growth rates and healthy operating profit margins while employing low levels of invested capital—a display of extreme financial efficiency. The extremes between the Apple of just five years ago and the Apple of today are so stark that it makes it difficult to gauge what the future Apple will look like—will it be the struggling also-ran (the first, flat, part of the curve above), the bold, innovative, efficient financial titan (the second part of the curve), or something in between? For all its success, there are many questions about Apple’s trajectory going forward—CEO/visionary Steve Jobs’ health and continued involvement are in question after he underwent a liver transplant earlier this year. Some of the product lines that have fueled Apple’s massive growth are already showing their age (the iPod), while others (the iPhone, the MacBook laptop) have dozens of formidable competitors aiming to overtake them. And there’s also the fundamental question of whether any company can continue cranking out “hit” products at the rate Apple has during its renaissance. For these reasons, our financial forecasts attempted to split the middle between the two extreme outcomes of Apple immediately falling back to the pack or continuing to grow at astronomical rates forever and ever. Generally speaking, our forecast calls for Apple to continue to grow at a significant rate for the next five-plus years, before beginning to gradually and inevitably fall back to the pack as some products age and others are overtaken by the competition, a trajectory illustrated by the five-year forecast below: Apple Sales Forecast 2009 2010 2011 2012 2013 5-yr. CAGR Total Revenue (millions) $36,574 $46,460 $56,101 $69,172 $81,261 20.1% A) Mac Desktops $4,635 $5,098 $5,864 $6,861 $7,752 6.7% B) Mac Laptops $9,271 $11,302 $12,997 $14,557 $16,012 13.0% C) Mac Tablet/Other innovations -- $750 $1,875 $5,675 $7,875 1293.3% D) iPod $8,069 $8,311 $7,896 $7,343 $6,609 -6.3% E) Other music (iTunes Store) $4,008 $5,210 $7,295 $10,577 $14,808 34.7% F) iPhone/related services $6,925 $11,080 $14,404 $17,284 $19,013 59.5% G) Peripherals/Hardware $1,327 $1,433 $1,677 $2,013 $2,314 6.9% H) Software/Services $2,339 $3,275 $4,094 $4,913 $6,878 25.5% After this five-year horizon we project Apple regressing to the mean somewhat in terms of its growth and profitability. However, assuming Apple continues to manage its business and its finances with a level of skill and efficiency similar to what it has shown over the past five years, we expect that it will continue to be a profitable and viable company into the indefinite future. Our projections show it producing free cash flow of more than $25 billion per year a decade from now, with operating profit margins of nearly 18%. Given its current financial fundamentals, our projections for future growth, and the relatively number of shares (i.e. claimants) on its massive cash reserves and growth potential, we estimate Apple’s value at $366 per share, some $161 higher than it is currently trading for.
  • 12. 12 Gregory & Smith Capital, LLC “Better than trusting your money to a chimp… but only slightly.” Part 6 – Continuation Value Submitted 11.10.09 Executive Summary Our calculations indicate that Apple’s continuation value is $1,061,885 million, a figure we arrived at by using the cash- flow value driver formula. We rejected an alternative figure computed using EVA due to concerns over the rate of implied EVA growth, and the proportion of value created by RONIC relative to ROIC. We computed a liquidation value of approximately $23,434 million for Apple, but we don’t foresee many realistic scenarios in which management will be compelled to liquidate the company. We computed a relative valuation (using TEV/EBIT) of $182,068 million, but rejected that figure as being too low relative to the other values we had considered. Continuing Value Computations Underlying Assumptions Our starting invested capital figure for these computations is -$19,039 million, which is derived from the final year of our medium term forecast for Apple. This number is negative because Apple has employed a strategy of using low-to-negative levels of invested capital, and we expect that to be their operating model going forward as well—many of the figures related to the negative figure are related to particular accounting methods for the iPhone, and those don’t figure to be going away anytime soon. Our g is 6.5%, which we believe will be the equilibrium Revenue/EBIT/NOPLAT growth rate for Apple in the continuation period. The big challenge for Apple is determining continuation ROIC and RONIC values, as Apple’s projected use of negative invested capital skews those two numbers in unexpected ways. We projected our ROIC and RONIC for the continuation period for Apple to be -170% and -100%, respectively—these represent approximately a 40% decrease from the (more-negative) ROIC and RONIC employed during the forecast period. Under typical conditions RONIC should converge toward WACC, but since Apple has several sustainable competitive advantages (its operating systems, products and brand) plus its extremely efficient use of capital, we believe that qualifies it as an exception to that convergence-to-WACC rule. Finally, our WACC is 11.87%, a factor that carries over from our medium-term forecast, as we do not predict any major changes in Apple’s capital structure. Continuation Value (Cash Flows) Using the convergence formula (which nulls out future value creation through investment), we arrived at a continuation value of $447,839 million for Apple. This figure represents the continuing value of the capital Apple will have invested by the end of the explicit forecast period, without taking into account the effects of any future investment. This is a reasonable estimate for what it forecasts (which is the continued value generated only by Apple’s existing invested capital base), but is not a reasonable estimate for the continuation value of Apple as a whole—clearly the company will continue to grow and create value through its growth for the foreseeable future. The Value Driver Cash Flow formula yields a continuation value of $1,061,885 million for Apple. Embedded in this figure are implicit estimates of investment rate, initial NOPLAT, and initial FCF. These numbers, frankly, are a bit odd—the year T+1 NOPLAT represents a 76% year-over-year increase in NOPLAT, and an 89% year-over-year increase in FCF. Both are far higher, percentage-wise, than at any other year-over-year point in our forecast period and lead us to question the validity of this result. It is possible that we made an error in our forecasting that causes this portion of the forecast to produce unsustainably high growth rates. We have some question also about our implied investment rate of -6.5%, but believe that it is not a completely unrealistic figure. As a tech company, Apple has much less need for PP&E and other investments in fixed assets than a manufacturing or retail firm would. And at the rate technology is advancing, for all we know Apple employees will be doing their work on tiny computers implanted in their brains by 2023, eliminating the need for new investments in computers, printers, desks, buildings, etc. The example is somewhat facetious, but it illustrates the point that while you would think Apple would need a positive net investment rate to replenish its resources, it seems theoretically possible the company could allow its capital base to decline over time without compromising its productivity. We did not recalculate the continuation value using the unlevered cost of capital—since Apple does not employ debt the levered and unlevered costs are the same, and debt tax shields would have no effect on Apple’s continuing value. Continuation Value (EVA)
  • 13. 13 Using the EVA continuation value formulas, we arrive at $466,879 million as the value of Apple derived from its existing invested capital at the end of the explicit forecast period. As above, the implied EVA at time T+1 seems a bit high given historical trends in Apple’s EVA figures. At $55,091 million, the 2024 EVA represents a 71% increase from the year prior. The value added by additional invested capital is $614,046 million. This figure seems unrealistically high given that our forecast calls for Apple to make very little investment in additional capital in the continuation period (a -6.5% net investment rate). We’ve also assumed a different (lower, at -100%) investment rate for additional capital, on the premise that Apple’s best investments and blockbuster ideas will have been largely exhausted by 15 years from now, yet this formula still predicts greater value from future ideas and investments than Apple’s existing slate of cash cows. This result really doesn’t pass the logic test, in our opinion. This results in a total continuation value of $1,080,925.4 million, roughly the same as we arrived at using the cash flows methodology. However, this figure is made up of approximately 40% value created by existing capital and 60% value to be created by future capital; a proportion that, again, seems out of whack given Apple’s projected minimal investment in new capital, and the fact that their “well” of ideas has to run dry at some point between now and 2023. The proportion isn’t so vastly off-kilter that we believe we have to reject it entirely, but it does provide a basis to wonder about its validity. The difference between the two continuation values amounts to $19,039 million, which is the invested capital figure for the last year of the explicit forecast period, and amounts to only a 1.7% difference between the two continuing value figures. Because of the problems noted above with the odd proportion of existing to additional value in the EVA formula, we favor the $1,061,885 figure computed using cash flows. Particularly given the quirkiness of Apple’s invested capital numbers and the fact that its WACC could change at some point, going with the relatively stable and reliable NOPLAT-and-cash flow-derived figure seems like the better option to us. Liquidation Value We came out with a total liquidation value of $23,434,700. This was calculated using the following weights: 20% of PP&E, 50% of inventory, 50% of accounts receivable. We then added intangibles and subtracted total liabilities. It is very difficult to discern what assets and intangibles make up the value of a company like Apple and it’s even harder to place a number on the value that is created from such a strong brand name. Relative Valuation The TEV/EBIT multiple came out to about 4.57 currently. This is a bit lower than the price to book value of 6.51, but still a pretty accurate estimate. Currently, the industry’s P/E ratio is around 32. In 15 years, we would expect the ratio to decline to around 25 or even less due to the attracted competition of high returns that will soon erupt in the telecommunications/personal electronic device sector. The current price to sales ratio for Apple is 4.97. We would expect this number to increase in the immediate future, but start to decline for the reasons mentioned above.
  • 15. 15 On February 11, 2010 Air Products and Chemicals, Inc. (APD) confirmed its attempt at a hostile takeover of Airgas, Inc. (ARG). The bid is an all-cash offer valued at $60 per share or $5.1 billion of Airgas stock. Currently, the Airgas board of directors is against the merger and is pleading with shareholders not to accept the offer claiming that Air Products has “grossly undervalued” Airgas Inc. i It will be revealed from our research that undervalued bid for ARG has taken place as signaled by instant adjustment by the market on the bid announcement date. With near certainty that the deal was unlikely to go through under the existing bid price, risk arbitrage spread was eliminated immediately at market open on announcement day. Buyer is an Industry Leader: Air Products (NYSE:APD) Attempting a hostile takeover is Air Products and Chemicals, Inc. (APD), a Delaware-based industrial gas company. APD is a global supplier of atmospheric gases to energy, industrial, technology, and health care clientele. They also embrace the title of the world’s largest supplier of hydrogen and helium. Air Products currently employs approximately 19,000 workers and operates in more than 40 countries. Financial Strength APD Industry Sector S&P 500 Quick Ratio (MRQ) 0.99 0.39 0.62 0.83 Current Ratio (MRQ) 1.3 0.52 0.87 0.97 APD’s financial condition LT Debt to Equity (MRQ) 73.6 7.31 25.16 121.6 is superior relative to its Total Debt to Equity (MRQ) 87.78 12.56 38.92 176.66 competition, ARG’s is not. Interest Coverage (TTM) 91.07 0.06 0.11 10.45 ii APD’s financial condition is superior relative to the rest of the industry. Worth noting is APD’s modest debt-to-equity ratio of 0.88 compared with the industry 1.25. Also likely contributing is its Standard & Poor’s AAA credit rating. APD boasts the ability to cover interest expense 449x relative to the industry average of just 59.7x or the market average of only 24.6x. Air Products seems to be utilizing their assets more efficiently than their counterparts boasting a return on assets figure of 6.4 compared to the industry 2.4. iii While Air Products and Airgas are not in identical businesses, they are in similar businesses that will not alter Air Products’ strategy should they acquire Airgas. In fact, the acquisition of Airgas would allow Air Products to achieve their strategy of becoming the biggest player in the North American industrial gas market as well as one of the leading integrated gas companies in the world. Target is financially Subpar: Airgas, Inc. (NYSE:ARG) Airgas, Inc (ARG) is an industrial gas distribution and production company that operates on a massive scale in the United States. Currently, Airgas is the largest distributor of industrial, medical and specialty gases in the United States as well as the largest producer of nitrous oxide and dry ice. They are the largest liquid carbon dioxide producer in the Southeast and the fifth largest producer of atmospheric gases in the U.S. Moreover, Airgas is one of the largest U.S. suppliers of safety equipment. The paramount advantage of Airgas is their enormous supply chain and distribution network across the United States. Though Airgas is a leader in the industrial equipment wholesale industry in terms of scale magnitude, their financial condition appears to be inferior to their peers. Airgas falls short in two major areas: amount of debt and interest coverage. Airgas has roughly twice the debt-to-equity ratio of the industry at 1.07 (vs. 0.56). Financial Strength ARG Industry Sector S&P 500 Quick Ratio (MRQ) 0.78 0.39 0.62 0.83 Current Ratio (MRQ) 1.63 0.52 0.87 0.97 LT Debt to Equity (MRQ) 92.26 7.31 25.16 121.6 Total Debt to Equity (MRQ) 106.51 12.56 38.92 176.66 Interest Coverage (TTM) 6.29 0.06 0.11 10.45 iv The firm is only able to cover their interest expense 6x over compared to an industry average of 17.0x! This is likely a factor contributing to Airgas’s S&P credit rating of BBB. Also, Airgas is only able to cover their short-term obligations 1.6 times versus the industry standard of 2.3 as noted by their current ratio. Finally, Airgas seems to be earning a smaller return than their counterparts with an ROA of 4.8 (vs. 6.3-industry) and a return on invested capital of just 5.3 compared to their peer average of 7.8. Airgas’s strategy does not seem to be in tune with their potential buyer, Air Products. The most obvious sign is that this situation is now a hostile bid on the part of Air Products, ignoring the wishes of Airgas management. Air Products is likely focusing on taking advantage of Airgas’s enormous distribution network in order to become the largest industrial gas company in the United States. According to Airgas’s annual statements, their strategy seems to be one of conservative diversification, which hedges against volatile economic and business cycles. This would account for the very diverse product and services portfolio of Airgas. Air Products seems to be clearly focusing only on the industrial gas segment, which could put the combined company in a riskier state relative to economic cycles. A major factor in this hostile bid is the pending litigation involving the New York-based law firm, Cravath, Swaine & Moore, LLP. Since 2001, the law firm represented Airgas until suddenly dropping them to represent Air Products in 2009. After Airgas rejected Air Products tender offer, Air Products sued Airgas with CS&M as their legal counsel claiming that Airgas was failing to consider its offers. To counter, Airgas quickly sued Cravith, Swaine, & Moore claiming that they breached conflict of interest laws and should not be allowed to represent Air Products in the case since the law firm used to represent Airgas. Air Products is claiming that CS&M has represented them since the 1960’s, well before Airgas even existed. Also, CS&M is claiming that they only provided minor financial work for Airgas. According to Reuter’s, analysts believe that Air Products’ long history and the lack of pertinent services that CS&M provided for Airgas will help the judge to rule in favor of Air Products. Should this be the case, this hostile bid is ultimately left up to the shareholders of Airgas.
  • 16. 16 On Monday, February 22, 2010, the board of directors of Airgas, the largest shareholders of the company, unanimously rejected Air Products’ bid for Airgas claiming that Air Products “significantly undervalues” Airgas and its potential for future growth. The shareholders rejected this bid when the price of Airgas stock closed at $43.53 or 38% below the premium offered. v The Combined Company The popular opinion among analysts is that the merger would add approximately $250 million worth of synergies to the pro-forma statements. Many of the synergies would arise from cost savings and increased profitability as the economy continues to improve. The merger is said to be immediately accretive to earnings per share as well as GAAP earnings. The two companies bring different strengths to the table in order to achieve these synergies. Air Products brings their engineering technology expertise as well as industry leadership in tonnage. Airgas would offer their robust distribution network and leadership in packaged gases. The combined company would create one of the largest integrated industrial gas companies in the world and the largest in the United States. vi Financing Secured by J.P. Morgan Chase Bank N.A. In order to successfully acquire a majority stake in ARG, APD will need $7 billion to purchase all outstanding shares.vii As of December, 2009 APD had cash and marketable securities that totaled $323 million. To make up for the difference, JP Morgan Chase Bank NA has committed $6.724 billion through a term loan credit facility. Furthermore there will be certain debt covenants APD will have to adhere to regarding debt relative to firm EBITDA but our confidence of such covenants is high given APD’s current The absence of risk arbitrage financial strength. As long as the integrity and general premise of this deal remains the same, JP spread suggest an undervalued Morgan is prepared to move forward. bid price or unlikely merger With regard to repaying these sizeable loans, APD will combine the opportunity to refinance with payments from internally generated revenues. Despite many pending conditions necessary for this deal to go through, Air Products obtaining financing is not among them. Those conditions necessary for deal success include: I. Share tendered at expiration date once combined with the current stake represent at least a majority stake of outstanding diluted shares. II. Airgas Board of Directors give up preferred stock purchase rights that would otherwise enabled them to interfere with this merger III. Cooperation from Airgas Board of Directors IV. Successful early compliance with Hart-Scott Rodino Antitrust Improvements Act of 1976 premerger notification and waiting period V. No other parties come into agreement with ARG that prevents APD from acquisition or disables the opportunities for synergies and value creation The investment bank acting as deal maker for this deal is J.P. Morgan. McKenzie Partners Inc is the information agent. APD seeking share of U.S. Packaged Air Market through ARG The development of APD’s offer into hostile takeover came from numerous declines by the ARG board of directors. On October 15, 2009, the CEO’s of the two companies met to discuss the potential of a merger but with little success. ARG CEO McCausland expressed the likely disinterest of the ARG board of directors. Following multiple attempts and lower-than-expected ARG earnings reports on October 29, 2009 and January 28, 2010, APD’s current all-cash offering was in fact a revision of two other prior offers. The first offer was an all-stock deal that valued ARG stock at 0.7296 of APD but constituted a 27% premium of the current market price. This discount of ARG stock by APD was immediately shot down and expressed disinterest to move forward with revisions followed. The second offer was a cash and stock blend that raised the market price premium to 33% and an offer tender at $62 per share. The current offer is an all-cash bid at $60 per share and reflects APD’s final attempt of acquisition. This final attempt has become a hostile takeover whereby APD has decided to offer this tender publicly to ARG shareholders. Risk Arbitrage Spread In accordance with L’Habitant, risk arbitrage spread opportunities exist between the initial bid price and the closing market price one day after the announcement. It is in that spread that arbitrageurs seek to achieve their returns. The inherent bet on a merger deal going through closes the spread until bid price and market price converges to zero. Therefore the rate in which that spread closes is a viable proxy signaling likelihood of a successful deal when the bid price is a reasonable premium of the market price. In this case, we are leaning more on the belief that the $60 per share bid is an undervaluation of ARG stock.
  • 17. 17 Figure 1: Instant market price jumps grossly shorten risk arbitrage windows as seen on February 5th, 2010 for Airgas Inc. Any opportunity window for arbitrage was kept extremely short. The $60.00 per share bid price was made on the morning of February 5 th, 2010 and the opening price that very same day was $62.65, eliminating the entire spread instantly as trading opened. The only other risk arbitrage opportunities that seem possible would come from renegotiation of a bid price that better reflects a premium of ARG’s value or an extension beyond the current April deadline. i Airgas Board of Directors statement <www.finance.yahoo.com> ii Air Products Inc. (NYSE:APD), <http://www.reuters.com/finance/stocks/financialHighlights?symbol=APD.N> iii Airgas Inc (NYSE:ARG) <www.moneycentral.msn.com> iv Airgas Inc., Financial Strength <www.reuters.com> v Airgas Inc. <www.finance.yahoo.com> vi Information regarding the combined company <www.cnbc.com> vii ARG SEC filings, exhibit (A)(1)(i), Offer to Purchase for Cash All Outstanding Shares from APD. Offer expire April 9, 2010 at 24:00
  • 19. 19 Zack Gregory Ticker: CPO May 13, 2009 Rating: Buy Share Price: $21.13 Industry: Food Processing over the next one to two years. This, along with the current recession, presents an attractive opportunity for investors to hop into this rollercoaster slowly rounding the turn and is about to have its price buggy pulled rapidly upward Corn, Who Cares? Corn is just a simple product produced by simple farmers that has no real impact on the world except as a food source and a couple of minor alternative uses, right? One might be a fool to make such In the high-tech, flashy world of Google, Microsoft and Apple, it a grand and false assumption! Corn Products International is an can become effortless to forget about the quiet and subtle giants of indispensable part of everyday life of the American and global the domestic and global economy. While Apple has delivered an citizen. The company boasted net sales of $3.94 billion in 2008 unbelievable iPhone and Google is taking over the internet in a and operates in over 15 countries world-wide. For those who are trendy and stylish way, certain companies, such as Corn Products keen on the term “diversification”CPO supplies more than 60 International (CPO), are quietly supplying the entire economy industries and sectors across the globe with its products and with products or raw materials that are creating lasting services. Its staple product is high-fructose corn syrup in which it dependencies with their customers, such as Coca-Cola. Do you supplies global giants Coca-Cola and Pepsi among others2. Corn think corn is just what’s for dinner? Think again! From products international simply cannot be escaped by the global pharmaceutical to the automobile to the food industry, Corn citizen. Much like Google is to the internet, CPO is a part of the Products International is quietly rumbling along behind the scenes lives of most everyone on earth! making unbelievable headway in establishing itself as one of the biggest backbones to America’s economy. Corn Products is a Corn-fed: Fundementals of a Solid Company strong buy and hold for the following reasons: Upon an initial viewing of CPO’s fundamentals, a notable figure  A very attractive PEG ratio of 0.46 (I can hear value that leaps up and slaps you in the face is its uncanny ROE of investors Googling CPO as I type!) 17.68%. CPO is in a league of its own relative to the rest of the  An unbelievable Return on Equity of 17.68%, relative to industry, which only boasts an industry average ROE of 3.13%. its industry average of 3.13%1 CPO has an incredible 5-year expected EPS growth rate of 15%!  5-year projected earnings growth of at least 15% and 10 This dwarfs the industry rate of 5.87.. Just as impressive, CPO year historical earnings growth of 29%! has a 10-year historical earnings growth of roughly 27%. To  A safe company! It currently has a debt-to-equity ratio of paint this hidden gem’s picture relative to value, we stack its 0.62, relative to an industry average of 1.27 and an S&P current P/E on top of the growth, which spits out a beautiful PEG average of 1.06. 1 ratio of 0.46 (Peter Lynch may even applaud this discovery). Finally, if one likes to heed the advice of Warren Buffett (and one Artificial Sweetener, Artificial Price might consider doing so), CPO would fit nicely with Buffett’s criteria of a “safe company” with its phenomenal debt ratio of In the Summer of 2008, the agricultural giant, Bunge, tried to take 0.62. In such a high and fixed cost industry, CPO is floating over Corn Products International in order to gain more market peacefully compared with the S&P 500 average of 1.06. 1 share in the industry. Before the deal was fully realized the takeover was sacked due to a severe down tick in commodities, 30 which caused Bunge’s stock to collapse. Bunge took Corn Got Corn? Dominating By Percent CPO is 25 Products along for the ride and caused its stock price to plummet 20 by association. With the market being an efficient mechanism, 15 investors are starting to understand that Corn Products is a shining 10 CPO star beneath the former merger controversy and is likely to see a 5 0 Industry large increase in share price ROE (5 EPS (5 Debt Ratio S&P year avg.) year. avg) CPO, Quietly Amassing Fortunes Figure 1 2 www.cornproducts.com 1 www.msn.com Not Everyone is Perfect…But Some Are Close!
  • 20. 20 Though Corn Products has achieved almost double the growth of the S&P 500 over the past 10 years that is not to say there are not potential hindrances to owning the stock. However, it must be noted that the risks do not appear to be firm-specific. Because of slower economic times, earnings in the short-run have fallen short of estimates due to such occurrences as Coca-Cola’s and Pepsi’s aggregate decrease in demand of their carbonated beverages. Also, harder economic times have resulted in increased input costs for the short term for Corn Products due to the lack of demand for some of the “corn co-products” that CPO normally utilizes to hedge against the cost of inputs. Also, political problems in South Korea have resulted in much higher corn and distributions costs in the short-term Like most companies, CPO is expected to pick up momentum somewhere in 2010, which is when we should start to see CPO stride ahead of the pack. Its immense product diversification and continual innovation are expected to reward patient investors nicely.vii Valuation: Where the Diamond is Lifted From the Rough The figure below is a simple Discounted Present Value analysis of this stock over the next 5 years relative to earnings growth. To show the impressive nature of this stock I have made very conservative estimates that will still show impressive returns and intrinsic value. We will assume: 1) a modest earnings growth rate of only 12%, 2) a risk-adjusted discount rate of just 12%, and finally 3) security pricing grounded in a forward P/E ratio of roughly 14%. The forward P/E is based on the assumption that Corn Products International is an excellent business with high earnings and is operating in a recession-like atmosphere currently. 1 CPO is a Steal for only $20.36! Expected EPS EPS in 5 Years Stock Price in Intrinsic Growth 5 Years Economic Value 10.0% 5.67 79.37 47.78 11.0% 5.93 83.04 50.00 12.0% 6.20 86.85 52.29 13.0% 6.49 90.80 54.67 14.0% 6.78 94.88 57.13 Figure 2 Immaculate Management: Separating the Chaff from the Crop Corn Products International is currently headed by the talented Samuel C. Scott III who has been at the top since 2001and president since 1997. He is also a director of Motorola and Abbott Laboratories. Scott has been with the company since 1997 and excelled in the corn industry for over 20 years. Since Scott has been at the helm (or near it), CPO has enjoyed roughly 10 years of unprecedented earnings growth in excess of 25%!5 Scott owns 253,960 shares of stock in the company worth $5.1 million. Roughly 83% of CPO’s stock is owned by institutional investors, including Axa, Vanguard Group, and Prudential. It seems that due to the uncertainty of the current recession, insiders have sold a few shares lightly (0.8%), but nothing indicates that it is due to any negative inside information and is solely due to uncertain economic conditions. Beta Analysis and Safety 5 Year Avg. R-Squared P-Value Beta Estimate 0.86 0.22 0.33 Figure 3 Risk-averse investors will smile at the above 5-year average beta of 0.86, which indicates that it is 14% less volatile than the overall market. This beta of 0.86 was derived using the weekly returns of CPO and the S&P and running a regression analysis. Also, found in the regression is the tell-tale sign of a 0.22 R-squared figure that suggests CPO’s stock precariousness is not greatly affected by the overall market. In fact, 72% of Corn Product’s volatility cannot be explained by fluctuations in the market and are more likely attributed to firm-specific risks, which in this company’s case, is a great thing. 6 Also, Graham and Dodd investors will salivate at the company’s safety net in which it boasts a current debt-to-equity ratio of just 0.62! This itself is an exciting figure. However, when compared to the industry and S&P averages of 1.27 and 1.06, respectively, it leaves quite an imprint on the mind. By leveraging the company just above the half-way mark, CPO has been able to enjoy 21% dividend growth rates and achieve net income growth rates of roughly 30% in the past 5 years . 2 Recommendation: Is There Any Doubt? Corn Product’s stock price has appeared to be pushed artificially low due to current economic conditions and a failed attempt at a merger with Bunge. Because of CPO’s talented management, especially when it comes to cost containing and hedging input costs, the company should be able to produce above average earnings growth in the long haul and its stock price will likely double (maybe even triple) in the next 3 to 5 years. For those smart investors seeking long-term capital appreciation I strongly recommend Corn Products International as a BUY.
  • 21. 21 Risk Modeling & Analysis
  • 22. 22 Optimal Bond Portfolio Construction Worst Exp Ret Ret Duration Amounts Bond 1 0.13 0.06 3 $400,000 <= $400,000 Bond 2 0.08 0.08 4 $0 <= $400,000 Bond 3 0.12 0.1 7 $300,000 <= $400,000 Bond 4 0.14 0.09 9 $300,000 <= $400,000 81,000 6,000,000 1,000,000 >= <= = 80,000 6,000,000 $1,000,000 13.00% $130,000 6
  • 23. 23 Real Estate Analysis and Forecast Simulation rate payment (annual) (annual) (annual) (annual) $ 10.00% maintenance renter property homeowner (200,000) ANNUAL NET costs payments tax insurance preliminary (lognormal) custom start value start value maintenance mean, std dev 3000 1500 (normal) 400 $0, 20% (normal) (normal) mean, std dev 400 $2000, 16% (0.80*0.20) mean, std dev mean, std dev $ $2200, 60% (0.80*0.75) (50,000) 50 50 $ $ $2500, 4% (0.80*0.05) 10,000 50 50 (250,000) $ 400 2000 1500 year 1 3000 19,100 $ 400 2000 1550 year 2 3050 19,000 400 2000 1600 $ year 3 3100 18,900 400 2000 1650 $ year 4 3150 18,800 400 2000 1700 $ year 5 3200 18,700 $ 400 2000 1750 year 6 3250 18,600 $ 400 2000 1800 year 7 3300 18,500 400 2000 1850 $ year 8 3350 18,400 400 2000 1900 $ year 9 3400 18,300 400 2000 1950 $ year 10 3450 18,200 $ 400 2000 2000 year 11 3500 18,100 $ 400 2000 2050 year 12 3550 18,000 $ 400 2000 2100 year 13 3600 17,900 400 2000 2150 $ year 14 3650 17,800 400 2000 2200 $ year 15 3700 17,700 $ Residual Value of Home: Optional 200,000 $ NPV (65,213) IRR 6.37%
  • 24. 24 Financial Statement Risk Simulation CompuCredit Most Recent Modified EBIT -1 Year (MRY) MRY - 1 MRY - 2 MRY - 3 MRY - 4 MRY - 5 MRY - 6 MRY - 7 MRY - 8 MRY - 9 Final Final Final Final Final Final Final Final Final Final Transpose Excise Taxes (non-balancing) 0 0 0 0 0 0 0 0 0 0 Year Sales Sales 1 1228.952 902.958 573.665 432.677 141.789 154.218 242.06 148.777 58.572 4.669 10 1228.952 Cost of Goods Sold 1 1052.346 609.429 374.236 212.245 156.094 139.687 113.632 54.024 16.683 4.954 9 902.958 ------------------------------------------------------------------------- --------------- --------------- --------------- --------------- --------------- --------------- 8 573.665 Gross Profit 176.606 293.529 199.429 220.432 -14.305 14.531 128.428 94.753 41.889 -0.285 7 432.677 6 141.789 Research & Development Expense 0 0 0 0 0 0 0 0 0 0 5 154.218 Advertising Expense 0 0 0 0 0 0 0 0 0 0 4 242.06 Foreign Currency Adjustment 0 0 0 0 0 0 0 0 0 0 3 148.777 Rental Expense 21.1 18.9 10.6 5.5 5.148 3.858 1.138 0.713 0.186 0.035 2 58.572 Pension Expense 0.5 0.4 0.4 0.4 0.276 0.136 0.07 0 0 0 1 4.669 Selling, General, & Administrative Expense @NA @NA @NA @NA @NA @NA @NA @NA @NA @NA ------------------------------------------------------------------------- --------------- --------------- --------------- --------------- --------------- --------------- Regression Operating Income Before Depreciation 176.606 293.529 199.429 220.432 -14.305 1400 14.531 128.428 94.753 41.889 -0.285 Amort of Intangibles 5 3.4 1200 1.3 0 y = 118.87x - 264.94 0 0 0 0 0 0 1000 R² = 0.8416 Depr, Depl & Amort Excl Amort of Intan 32.843 34.443 36.543 800 37.843 37.843 37.843 37.843 37.843 37.843 37.843 Year Sales 600 Depreciation, Depletion & Amortization 37.843 21.993 17.273 15.631 14.801 9.802 4.273 1.475 0.444 0.079 1 4.669 Sales Series1 400 Linear (Series1) ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- 200 2 58.572 0 Operating Profit 138.763 271.536 182.156 4 204.80110 12 -29.106 -200 0 2 6 8 4.729 124.155 93.278 41.445 -0.364 3 148.777 -400 Year 4 242.06 Interest on LT Debt (Non-Balancing) 0 0 0 0 0 0 0 0 0 0 5 154.218 Interest Capitalized (Non-Balancing) 0 0 0 0 0 0 0 0 0 0 6 141.789 Interest Expense 52.472 22.971 4.729 6.534 7.579 0.317 0 0 0.536 0.361 7 432.677 (Non Balancing Items) 8 573.665 Interest Income 0 0 0 0 0 0 0 0 0 0 9 902.958 Rental Income 0 0 0 1.3 0 0 0 0 0 0 10 1228.952 Equity in Earnings - Unconsol Sub 106.883 45.627 1.987 27.676 45.717 0 0 0 0 0 11 1042.604 Capitalized Interest 0 0 0 0 0 0 0 0 0 0 beta 1 = -264.9367 Non-Operating Income/Expense 1 106.883 45.627 1.987 27.676 45.717 0 0 0 0 0 beta 2 = 118.8673 Acquisitions/Mergers 0 0 0 0 0 0 0 0 0 0 Gains and Losses 0 0 0 0 0 0 0 0 0 0 Std Error 191.19 Impairment of Goodwill -10.546 0 0 0 0 0 0 0 0 0 In Process R&D 0 0 0 0 0 0 0 0 0 0 Restructuring 0 0 0 0 0 0 0 0 0 0 Settlements/Litigation/Insurance -1.8 -11 0 0 0 0 0 0 0 0 Writedowns 0 0 0 0 0 0 0 0 0 0 Other Special Items 0 0 0 0 0 0 0 0 0 0 Special Items -12.346 -11 0 0 0 0 0 0 0 0 ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- Pretax Income 180.828 283.192 179.414 225.943 9.032 4.412 124.155 93.278 40.909 -0.725 Income Taxes - Deferred Deferred Taxes - Federal 32.881 -0.866 -5.133 54.863 -21.133 -13.885 10.489 21.569 5.419 0 Deferred Taxes - State 0.181 0.478 -0.056 0.414 0 0 0 0 0.659 0 Deferred Taxes - Foreign 0 0 0 0 0 0 0 0 0 0 Income Taxes - Current Income Taxes - Federal 27.241 97.835 60.875 11.187 24.294 15.43 31.292 12.698 8.436 0 Income Taxes - State 0.152 1.046 0.664 0.528 0 0 0 0 0.965 0 Income Taxes - Foreign 0 0 0 0 0 0 0 0 0 0 Income Taxes - Other 0 0 0 0 0 0 0 0 0 0 (Non Balancing Item) Non-recurring Income Taxes After-Tax @NA @NA @NA @NA @NA @NA @NA @NA @NA @NA Total Income Taxes 60.455 98.493 56.35 66.992 3.161 1.545 41.781 34.267 15.479 0 Minority Interest 12.898 13.349 22.345 37.233 0 0 0 0 0 0 ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- Income Before Extraordinary Items & Discontinued Operations 107.475 171.35 100.719 121.718 5.871 2.867 82.374 59.011 25.43 -0.725 Preferred Dividends 0 0 4.404 4.284 4.168 0.144 0 0.582 1.8 0.616 ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- Available for Common 107.475 171.35 96.315 117.434 1.703 2.723 82.374 58.429 23.63 -1.341 Savings Due to Common Stock Equiv. 0 0 4.404 4.284 0 0 0 0 0 0 ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- Adjusted Available for Common 107.475 171.35 100.719 121.718 1.703 2.723 82.374 58.429 23.63 -1.341 Extraordinary Items 0 0 0 0 0 0 0 0 0 0 Discontinued Operations 0 0 0 0 0 0 0 0 0 0 ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- Adjusted Net Income 107.475 171.35 100.719 121.718 1.703 2.723 82.374 58.429 23.63 -1.341 Earnings Per Share Basic - Excluding Extra Items & Disc Operations 2.21 3.46 1.97 2.38 0.04 0.06 1.8 1.55 11.32 -0.65 Earnings Per Share Basic - Including Extra Items & Disc Operations 2.21 3.46 1.97 2.38 0.04 0.06 1.8 1.55 11.32 -0.65 Earnings Per Share Diluted - Excluding Extra Items & Disc Operations 2.14 3.34 1.93 2.34 0.04 0.06 1.79 1.55 11.32 -0.65 Earnings Per Share Diluted - Including Extra Items & Disc Operations 2.14 3.34 1.93 2.34 0.04 0.06 1.79 1.55 11.32 -0.65 EPS Basic from Operations 2.39 3.6 1.97 2.38 0.04 0.06 1.8 1.55 11.32 -0.65 Dividends Per Share 0 0 0 0 0 0 0 0 @NA @NA Com Shares for Basic EPS 48.734 49.574 51.23 51.212 46.384 46.542 45.886 37.58 2.087 2.062 Com Shares for Diluted EPS 50.338 51.228 52.099 51.914 46.412 46.621 46.07 37.656 2.087 2.062 Copyright: Standard & Poor's, a division of the McGraw-Hill Companies, Inc. All rights reserved.