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Exhibit 1 Condensed Operating and Stockholder Information, Cooper Industries, Inc., (millions
of dollars except per-share data)
Operations
Net sales $198 $206 $212 $226 $208
Cost of goods sold 141 145 154 165 161
Depreciation 4 5 4 4 4
Selling and administrative expense 23 25 29 29 29
Interest expense 1 2 3 4 3
Income before taxes and extraordinary items 29 29 22 24 11
Income taxes 14 15 11 12 5
Income before extraordinary items 15.2 13.9 10.6 12.4 5.6
Preferred dividend 1.0 0.9 0.9 0.9 0.9
Net income applicable to common stock $14.2 $13.0 $9.7 $11.5 $4.7
Common Stock
Earnings per share before extraordinary items $3.34 $3.07 $2.33 $2.75 $1.12
Dividends per share 1.20 1.25 1.40 1.40 1.40
Book value per share 16.43 17.26 18.28 19.68 18.72
Market price 2359 3657 2250 2235 1838
Price/earnings ratio 718 1219 922 813 1634
Revised Calculation Estimated
1971 1972
237.30 251.54
177.98 188.65
4 4
29 29
3 3
23.33 26.88
12.00 12.00
11.33 14.88
0.9 0.9
10.43 13.98
3.3148908038
Estimated EPS in 1972
This shud be our target EPS even after dilution in 1972
Exhibit 2 Balance Sheet at December 31, 1971, Cooper Industries, Inc.
(millions of dollars)
Assets
Cash $9
Accounts receivable 49
Inventories 57
Other 2
Current assets 117
Net plant and equipment 47
Other 8
Total assets $172
Maturities of long-term debt were $5.5 million, $6 million, $4 million, $2 million, and $2
a
Year Preceding
Acquisition by Cooper
Net Book Acquisition
Sales Income Value Price Paid Form of Transaction
Operations
Net sales $48.5 $49.1 $53.7 $54.8 $55.3
Cost of goods sold 32.6 33.1 35.9 37.2 37.9
Selling, general, and administrative expenses 10.7 11.1 11.5 11.9 12.3
Depreciation expense 2.0 2.3 2.4 2.3 2.1
Interest expense 0.4 0.7 0.8 0.8 0.8
Other deductions 0.3 0.1 0.2 0.2 0.2
Income before taxes 2.53 1.85 2.97 2.42 2.02
Taxesa 0.60 0.84 1.31 0.88 0.67
Net income $1.93 $1.01 $1.66 $1.54 $1.35
Percentage of Sales
Cost of goods sold 67% 67% 67% 68% 69%
Selling, general, and administrative expenses 22 23 21 22 22
Income before taxes 5.2 3.8 5.5 4.4 3.7
Stockholder Information
Earnings per share $3.19 $1.65 $2.88 $2.64 $2.32
Dividends per share 1.60 1.60 1.60 1.60 1.60
Book value per share 45.66 48.03 49.31 50.20 51.25
Market price 33-46 35-48 29-41 2533 23-32
Price/earnings ratio 10-14 21-30 10-14 9-13 10-14
a
The ratio of income taxes to income before taxes had been reduced primarily by the investment tax credit and by the inclusion in
income of equity in net income of partially owned foreign companies, the taxes which are provided for in the accounts of such
companies and not in the tax provision of Nicholson. It was estimated that the average tax rate would be 40% in future years.
forecast
1972 1973 1974 1975 1976
Assets
Cash $1
Accounts receivable 8
Inventoriesa 18
Other 1
Current assets 28
Investment in subsidiaries 3
Net plant and equipment 16
Total assets $47
a
Inventories in the amount of $11.8 million were priced at cost on the last-in, first-
out method. The estimated replacement cost exceeds the carrying amounts by
$9.2 million. The remaining inventories are priced at the lower of cost on the first-
in, first-out method or market.
NWC 24
% of revenue 43%
Exhibit 6 Condensed Operating and Stockholder Information, VLN Corporation, 1967
1971 (millions of dollars except per-share data)
Operations
Net sales $45 $97 $99 $98 $100
Net income 1.97 3.20 3.20 1.13 2.98
Financial Position
Current assets $25 $46 $49 $41 $46
Current liabilities 6 11 15 10 13
Net working capital 19 35 34 31 33
Long-term debt 10 18 16 15 17
Shareholders equity 21 36 40 39 41
Stockholder Information
Earnings per share $0.78 $0.61 $0.53 $0.27 $0.54
Dividends per share -- -- -- 0.20 --
Shareholders equity per share 8.23 9.64 10.00 9.24 9.69
Market price range 6-17 10-18 7-18 4-10 5-8
Price/earnings ratio 8-22 16-30 13-34 15-37 9-15
Exhibit 7 Estimated Distribution of Nicholson File Company Stock
Net income available to common stockholders ($ millions) $11.0 $11.9 $12.8 $13.8 $15.0
Number of shares outstanding (millions) 4.21 4.21 4.21 4.21 4.21
Primary earnings per share $2.61 $2.83 $3.04 $3.27 $3.56
Operations
Percentage of Sales
Cost of goods sold 67% 67% 67% 68% 69%
Selling, general, and administrative expenses 22 23 21 22 22
Income before taxes 5.2 3.8 5.5 4.4 3.7
Stockholder Information
Earnings per share $3.19 $1.65 $2.88 $2.64 $2.32
Dividends per share 1.60 1.60 1.60 1.60 1.60
Book value per share 45.66 48.03 49.31 50.20 51.25
Market price 33-46 35-48 29-41 2533 23-32
Price/earnings ratio 10-14 21-30 10-14 9-13 10-14
a
The ratio of income taxes to income before taxes had been reduced primarily by the investment tax credit and by the inclusion in
income of equity in net income of partially owned foreign companies, the taxes which are provided for in the accounts of such
FCFF Calculation
NWC 24.00
WACC Calculation
share price $3.00
outstanding shares 584000.00
total equity 1.75
total debt 12.00
Wd 87%
kd 7%
We 13%
Ke 10.06%
WACC 4.77%
g 4%
EV Calculation
FCFF
Net PV 256.58
number of shares 584000.00
Price per share of nicolson at current valuation 418.81
56.406 58.09818 60.42211 63.44321 67.24981 Cooper expects that nicolson revenue growth c
-38.92014 -39.50676 -40.48281 -41.87252 -43.71237 Cooper expects that COGS
-12.40932 -12.7816 -13.29286 -13.95751 -14.79496 Cooper expects that SAGA expens
-2.10 -2.10 -2.10 -2.10 -2.10
2.98 3.71 4.55 5.51 6.64
-1.19 -1.48 -1.82 -2.21 -2.66
1.79 2.23 2.73 3.31 3.99
2.10 2.10 2.10 2.10 2.10
-2.10 -2.10 -2.10 -2.10 -2.10
-0.48 -0.73 -1.01 -1.31 -1.65
1.31 1.49 1.72 2.00 2.33 314.33
Ke Calculation
Use Gordon model
share price=D(1+g)/(Ke-g)
Cooper share price=24
Last dividend paid by cooper=1.4
assume perpetual growth at 6%
using these value we get Ke=10.06%
EV Calculations
1972 1973 1974 1975 1976
1.31 1.49 1.72 2.00 316.67
Explanation
3.17=(17.01)/(4.218619+x)
target EPS=total NI/total shares
Assumptions
ts that nicolson revenue growth can increse form 2% to 6% gradually. we increse 1% every year
Cooper expects that COGS can be reduced from 69% to 65% gradually.we reduce 1 % each year
ooper expects that SAGA expenses can be reduced from 22% to 19% gradually.we reduce 0.75% each year
Exhibit 4 Condensed Operating and Stockholder Information, Nicholson File Company, 1967
1971 (millions of dollars except per-share data)
Operations
Percentage of Sales
ECF Calculations
1971 1972 1973
ECF Calculation
Net sales 55.30 56.406 58.09818
Cost of goods sold -37.90 -38.92014 -39.50676
Selling, general, and administrative expenses -12.30 -8.562431 -8.395187
Depreciation expense -2.10 -2.10 -2.10
Interest expense -0.80 -0.80 -0.80
Other deductions -0.20 -0.20 -0.20
Income before taxes 2.00 5.82 7.10
Taxesa -0.80 -2.33 -2.84
Net income 1.20 3.49 4.26
Depreciation expense 2.1 2.1 2.1
Capex -2.10 -2.10 -2.10
Delta NWC -0.48 -0.73
Debt repayment 0.00 0.00 0.00
New proceeds 0.00 0.00 0.00
ECF 3.01 3.52
Operations
Net sales $48.50 $49.10 $53.70
Cost of goods sold $32.60 $33.10 $35.90
Selling, general, and administrative expenses $10.70 $11.10 $11.50
EBITDA $5.20 $4.90 $6.30
Depreciation expense $2.00 $2.30 $2.40
EBIT $3.20 $2.60 $3.90
EBIT(1-t)=NOPAT $1.92 $1.56 $2.34
(+)Depreciation $2.00 $2.30 $2.40
(-)Capex
(-)NWC
STEP 1 FCFF
WC
%OF WC
Terminal Value
NPV
No of Shares Nicolson
Price Per share