2. Silver Sales Company
Introduction
Key character: Mr. Silver
What is his problem: His stock in SSC is worthless
Who is his problem: Mr. Ring
The aim of the case: Help Mr. Silver to cash in on his
share in the SSC and benefit
4. Silver Sales Company
Looking deeper…
We estimatevalue of SSC based on the expected future cashflow
So, we need to calculate cashflows. Two possibilities:
Believe Dimetrius
(Leave data as it is)
Believe Silver
(25% adjustment of
net sales)
5. Silver Sales Company
How critical was the exclusive SSC license for the estimated
value of the company?
Very little value!!!
•Mr. Ring controls both the manufacturer and the distributer
•He chooses to maximize SSC growth in favor of Ring’s
company
•He does this not to share profits of the business structure
with Silver
•Anyone else who buys stocks from Silver will run into the
same problem
•Ring has a hidden motive…
6. Silver Sales Company
Cash-flow forecast according to Dimetrius
(2002-2005) 2002 2003 2004 2005
Sales 4000 4800 5600 6800
COGS 2400 3200 3700 4400
Gross Profit 1600 1600 1900 2400
SG&A 1300 1400 1400 1400
Income from Operations 300 200 500 1000
Interest expense 70 68 66 60
Income before Tax 230 132 434 940
Tax 92 52,8 173,6 376
Net income 138 79,2 260,4 564
Cash flow 125,45 65,45 195,64 385,22
7. Silver Sales Company
Cash-flow forecast according to Mr. Silver
(2002-2005) 2002 2003 2004 2005
Sales 5000 6000 7000 8500
COGS 3125 4000 4625 5500
Gross Profit 1875 2000 2375 3000
SG&A 1400 1400 1500 1500
Income from Operations 475 600 875 1500
Interest expense 61 87 104 105
Income before Tax 414 513 771 1395
Tax 165,6 205,2 308,4 558
Net income 248,4 307,8 462,6 837
Cash flow 225,82 254,38 347,56 571,68
8. Silver Sales Company
Estimated SSC value (Dimetrius)
2002 2003 2004 2005 All the rest
Cashflow 225,8182 254,3802 347,5582 571,6823 1370,9849
WACC 10,00%
Estimated Value 2770,42
2002 2003 2004 2005 All the rest
Cashflow 125,4545 65,45455 195,6424 385,2196 923,81779
WACC 10,00%
Estimated Value 1695,59
Estimated SSC value (Silver)
9. Silver Sales Company
So where is the problem?
Mr. Ring – 62% of shares
“Coocked” financial
statements
Unfair transfer prices
Ring prevents SSC from growing
Ring
Manufacturing
SSC
10. Silver Sales Company
How long could SSC grow without new cash?
Methodologyof estimation:
Calculate forecasted
balance sheets
Assets
Calculate based
on turnover in
previous years
Liabilities+Equity
Equity
Increases by the
amount of profits
Liabilities
Loans – value stays the
same (as Dimetrius
refused to acquire a
new line of credit)
11. Silver Sales Company
How long could SSC grow without new cash?
As an outcome of calculations capital of the company falls short of the
estimated assets (by $78000) in 2002 allready
Liabilities
+ Equity
Assets
12. Silver Sales Company
So, Mr. Silver’s
problem is…
Silver Sales Co.
short-fall of cash
Leave as it is…
Cash short-fall
(year 2002)
Additional
capital
13. Silver Sales Company
So, Mr. Silver’s
problem is…
Silver Sales Co.
short-fall of cash
Leave as it is…
Cash short-fall
(year 2002)
Additional
capital
Change in equityCredit
Dimetrius says
no!
14. Silver Sales Company
How fast could SSC grow with new cash infusion?
According to Dimetrius
2002 2003 2004 2005
Net Sales 4000 4800 5600 6800
Growth of sales, % 20,59 20,00 16,67 21,43
0,00
10,00
20,00
30,00
40,00
50,00
60,00
2002 2003 2004 2005 2006
Growth of sales, %
15. Silver Sales Company
How fast could SSC grow with new cash infusion?
According to Mr. Silver
+25% adjustment of Net Sales
2002 2003 2004 2005
Net Sales 5000 6000 7000 8500
Growth of sales, % 50,74 20,00 16,67 21,43
0,00
10,00
20,00
30,00
40,00
50,00
60,00
2002 2003 2004 2005 2006
Growth of sales, %
17. Silver Sales Company
So, would the U.K. company be willing to buy Silver’s
31 per cent of the company knowing about Ring?
Not likely!!!
1. Negativeequity
2. Ring controls both companies
• He maximizes profits of Ring Co. through transfer prices
• So, he makes SSC an innatractive investment
• Mostof SSC profits go on paying off negative equity
3. Ring, who is a major share holder, is not willing to let SSC expand
4. Ring’s policy on SSC will lead to the shortfall of financing.
18. Silver Sales Company
So, would Ring be willing to reduce his
equity in SSC to less than 50%?
Ring – conservative manager:
Growth
opportunities
Total control
He won’t reduce his share. Besides, Ring has a hidden motive.
We suggest that only an ultimatum can work to benefit from Silver’s stock
19. Silver Sales Company
Ring’s hidden motive
Logic!
1. Why Ring doesn’t want SSC to grow?
2. SSC has a perpetual exclusive license
3. Ring cannot go about sharing part of the control
and profits with Silver
4. Ring aims to be in total control of his distributor
5. He wants SSC to go bankrupt to set up a new
distributor where he is a sole owner
6. He is close to his aim
20. Silver Sales Company
Force Ring to allow for SSC development
Ultimatum! What Silver has in hand for
negotiations:
1. Silver’s connections in the industry
2.Uncompetitive prices of the firm
3. Silver can cope with Miller
4.Threat of moving to another company
21. Silver Sales Company
•Ring doesn’t care about the improvement
•The only influence is threat to make things worse for him
•The aim is to force Ring to allow for SSC development
•If this achieved, U.K. company will buy Silver’s stocks
How to structure a deal with U.K. company
that Ring would accept?
23. Silver Sales Company
Silver’s stock at SSC is worthless
Most likely Ring tries to ruine the company to set up his own
Silver needs to take action ASAP!!!
Company is close to bankruptcy
His best option is ultimatum
He needs to force Ring allow for SSC development.
In this case UK will be ready to buy Silver’s share
Summary