OVERVIEW

In October of 2003, Kirkland Health Centers, the large Midwestern fitness center chain based in St. Louis, Missouri, was considering the acquisition of a smaller family-owned chain in New England. An appropriate acquisition would allow Kirkland to more fully utilize a recent marketing and billing facility that it had completed outside Kansas City.

In recent years Kirkland had refocused their equipment and staff to target middle-aged and retired health-conscious clients. The fitness centers offered dietary supplements, natural foods, and chiropractic services as well as equipment rooms and exercise classes. Management had been interested in expanding though an acquisition. The New England company, Active Generation, Inc., was the best opportunity because its layout, equipment and target client group were very similar to Kirkland’s, and its owners, a first-generation Lebanese family, had been interested in selling Active Generation so that they could create liquid estates for their heirs.

Kirkland’s chief financial officer had to develop an offering price for Active Generation that was low enough to make the acquisition’s contribution positive in the future. With similar operating characteristics, it was reasonable to assume that under Kirkland’s direction, Active Generation’s operating margin could be increased from 7.0% to 7.8%, principally from the combination of billing facilities and a consolidation of their combined training staff. Active Generation’s management had been considering retirement for some time and, unfortunately, had not been aggressive with respect to expansion. Kirkland management believed that Active Generation’s historical sales growth of 8% could easily be increased to 11%. After four years, however, Kirkland did not consider that growth would continue without further, significant investment in the Active Generation operation. Kirkland was not prepared to consider such a commitment in formulating its offer.

In order to increase operating performance and heighten growth for the Active Generation territory, Kirkland realized that some incremental investment in working capital, estimated to be 12% of each incremental dollar of sales, would be necessary, given Active Generation’s anticipated 2003 sales level of $44 million. The cost of maintaining plant and equipment was assumed to have been met by depreciation charges.

<>Kirkland common shares were trading in the public market at 12.6 times its expected 2004 earnings per share and 1.3 times its recent book value per share. Stock market analysts at First Missouri Securities had calculated a Beta factor of only 0.9. Long-term government securities were trading on a yield basis of 5.2%. Market analysts believed that the inherent investment risk in investing in large company stocks required a 7.0% market premium over long-term, risk-free securities. Similarly, analysts believed that the risk in investing in small company stocks required a 12.0% market premium over long-term, risk-free securities. Kirkland’s corporate tax rate, as well as that of Active Generation, was 28%. Kirkland had an outstanding debt issue, with 18.5 years to maturity, that was yielding 8.5% with a coupon rate of 7.0%, payable semi-annually. It also had three preferred stock issues outstanding with a weighted average dividend yield of 9.00%, trading, on average, at par. Kirkland’s capital structure, based on accounting records, was as follows:

	$ millions	%
Long-term debt	1,500	30.0
Preferred stock	300	6.0
Common shares and surplus	3,200	64.0
Total Capitalization	5,000	100.0

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In considering their options for estate planning, the Fahed family, owners of Active Generation had appointed a Boston-based appraisal firm to provide a valuation of their fixed property, plant and equipment and other long-term assets under two scenarios: one, if Active Generation were to commence its operation all over again, what would it cost to replace all of its long-term assets at current market prices; two, if they were to halt all operations immediately, what cash proceeds could they expect from a liquidation of those assets.

The appraisal stated that the replacement value of the fixed assets was $2,658,600. If Active Generation were to simply go out of business, the same assets could be liquidated for $1,649,800. Active Generation’s present balance sheet discloses net working capital of $9,246,000. Active Generation’s management had always been fearful of financing with debt, so their only capital was represented by equity, which had a book value of $13,646,000.

ASSIGNMENTS

Part 1. Write a short memo to your client, the Fahed family, listing the asset-based or balance sheet valuations of the Active Generation company. These may represent conservative valuations, but aggressive bidders often start with a bid based on book value. Active Generation should not be surprised if the opening bid was in that neighborhood (especially if the buyer is a public company that is concerned about the impact of goodwill on their balance sheet). Also, since Kirkland is interested in expanding a similar business into a new territory, replacement value may be viewed as the appropriate threshold in a “buy vs. build” decision

Part 2. Use the comparables method to assess a value for Active Generation. The comparables approach is designed to predict how the public markets would value Active Generation. Under normal circumstances, these methods will not include an “acquisition premium” but will only estimate the value of Active Generation if it were trading as a public company. These methods depend upon the use of financial ratios (e.g., price to book, price to earnings, etc.) from comparable companies. In this case, there is only one comparable company for Active Generation, and that is Kirkland Health Centers itself.

Part 3. Using the discounted cash flow method, estimate a stand-alone value for Active Generation. To do this you will have to calculate a weighted-average cost of capital (WACC) which will be used to discount the company’s estimated future cash flows. Your analysis should be performed based upon Active Generation’s historical operating results (i.e., the “As Is” scenario) and based on Active Generation’s own WACC. The valuation produced from this analysis represents the best estimate of the intrinsic value of the seller – the equity value of Active Generation independent from any transaction. This value will provide a bracket for the lowest acceptable price to Active Generation.

Part 4. Using all the valuation methods that you have learned about in the workshop, put yourself in the position of Active Generation’s corporate financial advisor and calculate a range of possible offering prices that Kirkland might consider. Consider the post-acquisition performance of the company based on any synergies and restructuring that Kirkland might implement. Assume that you are familiar with Kirkland’s assumptions and use them for your analysis. What less quantifiable factors should be discussed with your client to shed some further light on how your client could be acquired and at what price?