The Deal 2012 IIML ArrowHeads

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    Motorbike Industry Analysis

    HarleyDavidso

    n

    Team ArrowHeads IIM Lucknow

    -6

    -4

    -2

    0

    2

    4

    -5 -3 -1 1 3 5

    Reveu

    egrowth

    % Change in number of players

    Heavy Motorcycle Industry

    Maturesector

    Factor Level

    Competition Medium

    Concentration High

    Life cycle stage Mature

    Capital intensity Medium

    Technology Change Medium

    Regulations Light

    Demographics

    Leisure and sports

    GDP growth

    Per capita income

    Innovation

    Demand

    DriversLuxury productHigh dependence ondisposable income

    Source: datamonitor

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    Value Drivers

    IIM Lucknow

    Factor Impact Sustainability

    Loyal customerbase

    High revenue due to repeat purchases.HD is in the business of selling lifestyle nottransportation

    High sustainability in short term ( dueto aging of existing customers)

    Product technicalcompetence

    High revenue due to innovative designs Difficult to replicate due to presence ofpatents

    Large dealershipnetwork

    Higher sales due to large distributionnetwork ( Over 1650 independent dealers)

    Easier to replicate as most of thedealers are independent dealers

    Supplier relations Lower cost due to efficient operations.Through supplier advisory council ( SAC)they have fostered close relations withtheir suppliers. Most of their suppliers arelocated within 160 miles.

    Difficult to replicate due as theserelationships are forged over long term

    Operationalefficiency

    Lower costs. Harley Davidson hassucceed in reaping benefits of economiesof scale through mass customization (Over 36 models manufactured on sameplatforms)

    Replicable by Japanese companieswhich are known for their operationalefficiency

    Complementaryproducts

    Higher revenue through selling relatedproducts like Financing and merchandisebusiness

    Difficult to replicate by immediatecompetitors as need to compete in adifferent market

    Team ArrowHeads

    HarleyDavidson

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    SWOT Analysis

    STRENGHTSGlobal Market Leader

    Economies of Scale

    Ability to raise debt at lower cost

    Customer loyalty Is the key to HarleyDavidson

    Innovative Culture

    WEAKNESSESWeak R&D (R&D as % of Revenue = 0%)

    Bad acquisition

    Lacking online presence

    Japanese bikes are less costly

    OPPORTUNITIES

    More financial leverage could helpearnings

    Emerging market have potential

    Fragmented market providesopportunities

    Online market opportunities could providemore benefits

    THREATS

    Volatile currencies could hurt bike sales

    Volatile revenue

    Bad economic conditions

    Government regulations

    Substitute products

    SWOT

    HarleyDavidson

    Team ArrowHeads IIM Lucknow

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    Competitor Analysis

    Polaris

    Global leader inATVs, ORVs

    Gaining presencein cruiser andtouring bikes

    More aesthetically

    pleasing bikes

    Honda, Yamaha,Suzuki

    Strong brandpresence in Asia

    Cheaper andshorter waiting time

    Strong R&D Strong competitors

    as auto partssuppliers

    Custom Bikes

    Acceleratingdemand for custombikes

    Major players:AmericanIronHorse

    Motorcycle, BigDog Motorcycles

    HarleyDavidso

    n

    Team ArrowHeads IIM Lucknow

    *ATV: All Terrain Vehicles; ORV: Off Road

    Vehicles

    Company Revenues (Mn) Growth

    Honda 16,464 13%

    Yamaha 11,343 -3%

    Suzuki 3,256 -1%

    Kawasaki 2,997 15%

    HD 5,312 9%

    Polaris 146 79%

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    BMW

    Team ArrowHeads IIM Lucknow

    Should BMW acquire FinCo also?

    10

    15

    20

    25

    30

    2007 2008 2009 2010 2011

    LeasingFinancing

    New vehicles financed by BMWFinancial Services

    in %

    2000

    2500

    3000

    3500

    2007 2008 2009 2010 2011

    Contract portfolio of FinancialServices Segment

    in 1000 units

    31%

    30.9%

    27.7%

    9.6% AmericaEU Bank

    EMEA

    Asia Pacific

    Retail customer financing ofBMW Financial Services 2011

    CurrentScenari

    o

    Proof

    Impact

    Expansion ofFinancial services

    by BMWDiversification inChinese & Indian

    mkt24.74% of

    revenues fromfinancial services

    Verdict

    ACQUIREFINCO

    EffectsInorganic Growth in North

    AmericaShared resources in China, India

    Source: BMW Annual Report, 2011

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    BMW

    Team ArrowHeads IIM Lucknow

    Creditworthiness: Deserving of creditAble to honor promises and pay debts back

    Long Term Rating

    S&P RatingMoodys Rating

    Apr 2005 - Nov 2008 A

    Nov 2008 - Feb 2009 A-

    Feb 2009 - till date A

    Sep 2005 - Nov 2008 A-1

    Nov 2008 - Apr 2009 A-2

    Apr 2009 - Sep 2010 A-3

    Sep 2010 - Jul 2011 A-2

    Short Term Rating

    Moodys Rating

    Apr 1999 - Apr 2009 P-1

    Apr 2009 - Jul 2011 P-2

    Jul 2011 - till date P-1

    These ratings suggest sound solvency position for debt with a maturity ofmore than one year.

    The ratiossuggest that

    liquiditycondition of

    the companyis also

    solvent.

    Source: BMW Annual Report, 2011

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    Valuatio

    n

    Team ArrowHeads IIM Lucknow

    DCF Valuation: Key inputs and assumptions

    Rf 4.5%Rm-Rf 5%u 1.893

    Ke 13.9%Kd 6.70%

    D/V0.2532

    Cost of Capital

    Growth Rate 4%COGS 58%SG&A 18.50%Cap Ex 3.60%

    WACC 11.6%

    Assumptions

    COGS, Operating Expense and SG&A expense are at industry average The Debt to Equity ratio is 25%, again at industry average

    Tax rate27.6%

    Stable Growth Rate 3%Op Exp 22.10%WC 1.30%Tax Rate 27.60%

    Estimated Share Price $22.86

    Source: Harley Davidson Annual Report, 2011; ycharts; datamonitor

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    IIM LucknowTeam ArrowHeads

    Valuatio

    n

    Valuation using trading multiples:Key inputs and assumptions

    HarleyDavidson

    Polaris

    Industries

    Midas

    Honda

    Motor

    Brunswick

    ThorIndustries

    Thomson

    Reuters

    RevenueGrowth

    EBITDA MarginEBIT MarginCash Flow

    MarginEnterprise Value Multiples

    Enterprise Value calculated on market prices. Equity value as on 15th June

    To estimate the industry average, mean and median of the comparablesused

    Fair value calculated using these four ratios Average of the four taken as Fair Value of Harley Davidson Any outlier ratio below Avg/3 and above Avg*3 is excluded

    Estimated SharePrice

    $53.08

    Source: Harley Davidson Annual Report, 2011; ycharts; datamonitor

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    Synergies

    TheDeal

    Team ArrowHeads IIM Lucknow

    HardSynergies

    SoftSynergies

    Economies of Scale

    Technologies ofBMWBack OfficeSynergiesCross SellingGeographicalExpansion for both

    companiesOperationalEfficiencies

    COSTIncreased

    bargaining power

    SALESImproved sales and

    distribution channels

    EFFICIENCYInflux of

    consolidatedtechnologies

    Cost Reductiona) Reduction in redundancy in workforce, production overheadsb) Shared backend operations

    Sales Enhancement

    a) Opening of new geographies to both HD and BMW Efficiency Increase

    a) BMW, being a technology focused company, is expected tobring new technological innovations to Harley Davidson

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    IIM LucknowTeam ArrowHeads

    TheDeal

    Synergies: Cross Selling

    Cross

    selling

    Customer BasedGeographically

    Based

    Customers of HD

    Customers of BMW

    HD BMW

    NorthAmerica

    Europe

    HD BMW

    SynergyLevelWeak Stron

    gThe strong brand loyalty of Harley customers makes customer based synergy weakAlmost exclusive geographical operations strengthens the Geographically Based synergy

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    IIM LucknowTeam ArrowHeads

    TheDeal

    Synergies: Valuation

    Sales increase by 2%

    COGS decrease by 1% OpEx decrease by 3% WACC changes to 10.1% Stable growth of 3%

    Conclusion: Value (in Mn $)

    HD BMWConsolidated

    InvestedCapital

    16,203

    99,280 1,15,303

    (+) ExcessCash 1,910 7,755 9,665

    (-) Debt 5,723

    39,91

    9 45,64212,21

    Main Assumptions

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    Final Recommendations

    IIM LucknowTeam ArrowHeads

    Fair Value ofHarley

    Davidson

    DCF Method

    Comparables

    $22.86 $5,257.75

    $53.09$12,210.42

    Share price EquityValue

    DCF method gives an estimate of the intrinsic value of the firm

    as determined by the expected future growth Multiples method presents a better picture of the prevailing

    market conditions To offer a price for acquisition, multiples method is a better

    indicatorNegotiations could be done between $12,210 and $13,063 MnOffer share price between $53.09 and $56.80

    Premium paid between $938.12 Mn and$853.58 Mn

    Value of synergies between $2616 Mn and$2434 Mn

    TheDeal

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    Deal Sourcing

    IIM LucknowTeam ArrowHeads

    Current situationCurrent D/E 1.33

    Equity 67,117

    Debt 89,266

    About 57 % of the deal funding neededcan be sourced through debt

    The remaining 43% of the funding canbe sourced through new issue of equityby BMW

    This enables the firm to maintain itsexisting debt structure

    Funding SourcesAmount to be financed 16,023

    From Debt 9,146

    Amount from new issue 6,877

    Structure after the deal

    Overall debt 96,142

    Overall equity 76,263

    New D/E 1.3301

    Estimated cost of debt= 6.7%Estimated cost of equity = 11.6 %

    FinalImpact

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    IIM LucknowTeam ArrowHeads

    Strategies

    DifferentTime Zone

    DifferentCompanies

    DifferentSegments

    Other Options

    Current scenario isseen as non-

    supportive foracquisitionsCredit crunch andhigh interestchargesCould be a better

    option to delay thedealContrarianapproach suggestthat this is the rightmoment as price of

    firms is at minimum

    To expand in Cruiserbike segment, Polaris

    motors could be achoice.The limited size andgeographicdistribution could be alimiting factor in this

    dealHusaberg, asubsidiary of KTMmotors ltd is also apotential candidate,but has limited

    exposure to American

    If BMW doesnt want

    to expand in heavy

    motorcycles,Scooterette segmentcan also be attractiveHigh potential growthLesser profit marginsBMW Brand dilution

    is the biggest problem

    FinalImpact

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    IIM LucknowTeam ArrowHeads

    Thank You