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    BLAINE KITCHENWARE CAPITALSTRUCTURE

    Executive Summary:

    Blaine Kitchenware, a medium sized producer of residential kitchenware and

    appliances is trying to unleash the value inherent in its strong operational cash

    ows and balance sheet to enhance value for majority shareholders. The company

    though publicly traded is majorly owned by !" #ubinski family members. "ver thepast couple of years, the company has accumulated signi$cant amount of cash

    through operations. %hile the company don&t foresee a signi$cant amount of capital

    e'penditure as it has outsourced majority of manufacturing operations, it is

    interested in pursuing inorganic growth activity through ac(uisition of other players

    in the kitchenware space. )rom a growth perspective the company is trying to

    e'pand its presence in beverage making appliances and overseas markets. %hile

    the growth plans are on track, the company seems to not have found enough

    lucrative opportunities, as it has been signi$cantly increasing the dividend payout

    ratio.

    The company&s *+- illion cash e(uivalents, zero debt and steady operational

    cash ows makes it an ideal candidate for takeover candidate by private e(uity

    $rm. !" #ubinski is worried about maintaining status (uo and let someone

    takeover Blaine. /e is contemplating to emulate the same strategy in0house to

    unleash value through recapitalization of Blaine&s balance sheet, but he is

    concerned about the conservative nature of family members who are inherently

    averse to debt. #ubinski is in dilemma as to what is the optimal amount of debt to

    be taken, whether to go for a repurchase1special dividends. /e is also worried about

    the further conse(uences of this transaction on family&s ownership, share price,

    !23, dividend payout, cost of capital and growth capital for future.

    4 detailed analysis of the company&s current e'ternal, internal environment and

    $nancial condition has led to the conclusion that repurchase of the shares withe'isting cash, marketable securities and additional debt will enhance value for the

    shareholders, increases the ownership of family and decreases the attractiveness of

    Blaine to e'ternal investors.

    Compay aa!y"i":

    Blaine Kitchenware is a medium player in kitchen appliance industry with 56 of

    market share. 7n recent years, the company made some very important steps to

    reduce its production costs by shifting business model towards outsourcing along

    with using e'ico manufacturing opportunities. These changes allowed the

    company to sustain price pressure and utilize 84)T4 advantages. /owever, Blaine

    hasn&t achieved the level of economies of scale as its competitors and hence the

    company has shunned away from cost leadership generic strategy and focused on

    high0end product lines, niche segments using focused di9erentiation strategy. The

    company&s revenue mi' is concentrated with more than :;6 coming from mid0tier

    products, similarly ecent ac(uisitions have

    helped the company to grow, diversify these revenue streams and were aimed at

    di9erent niche markets where the biggest gain in the future margins were believed

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    BLAINE KITCHENWARE CAPITALSTRUCTURE

    to be. The company is a closely controlled family owned entity with trusts together

    owning more than

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    BLAINE KITCHENWARE CAPITALSTRUCTURE

    loyalty, there is a big threat of new entrants. Dlobalization also made it

    possible for other kitchen appliance producers from 4sia to penetrate western

    markets with their products who compete $ercely on price.

    T(reat o& "u)"titute" ' *e#ium: 3mall kitchen appliances are satisfy

    needs for cooked meals for its end0users. 7n developed countries like the =3,where competition in a food and restaurant industries so high that prices for

    dining out are always under the pressure. 7n addition, government and

    society (uality control along with wide availability make restaurant industry

    more a9ordable and acceptable even for very strict customers. )ul$lling the

    same basic needs with no switching costs, that industry is imposing

    undeniable threat to the small kitchen appliances.

    Riva!ry amo$ competitor" ' Hi$(: The industry has seen a lot of

    consolidation processes in recent years. Big national chains, mass

    merchandizers, feeling pressure from cheap 4sian import, started to use price

    wars techni(ues to secure market share. !ven in fast recovering and growingeconomy, there is an inade(uate slow growth in new unit consumption. 4s

    stated earlier, kitchen appliance has become more like a commodity,

    homogenous product and switching cost are very low.

    Based on the analysis, we can conclude that small kitchen appliances industry is not

    attractive. @ery high level of competition, high bargain power of buyers, and

    substantial threat of new entrants along with possible threats of substitutes from

    restaurant industry can negatively inuence the future of company. Eow suppliers

    power helps the industry players be more e'ible in their production and $'ed0cost

    decisions. )urthermore, slow growth and consolidation trend are forcing companiesto cut price and erode margins.

    3ince the industry leader, 4uto Tech 4ppliances, whose revenue is larger by more

    than four times than that of the second player, FGE orporation, the >ule of Three

    and )our is not applicable to the kitchenware industry that highlighted instability of

    the industry and room for growth to all the players.

    7ndustry1ompa

    ny

    /igh edium Eow

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    ediumEow B!aie

    =sing D!1cKinsey matri' above, we can conclude that Blaine Kitchenware is

    located in an unattractive industry and its strength as a business is medium with its

    di9erentiation strategy. There is enough room for growth as the industry is not

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    stable and the company only has 56 growth market share, but the company and

    industry&s growth is dependent on broad economic and housing growth.

    #espite the cyclical nature of the business, a regression analysis of company&s

    3ales, !B7T#4 and #ividends against time gave a high positive correlation indicating

    that the Business risk is relatively low0moderate as the industry has been instableand the company has been able to constantly e'pand its operations. The low

    correlation amongst !B7T#4, !23 can be attributed to the integration costs during

    the time period. This low0moderate business risk pro$le of the company suggests

    that there is room for taking some $nancial risk, still keeping the overall risk pro$le

    medium.

    +H0+< >evenue !B7T#4 !23 #23orrelation +,-.- +,/0- .HI+ +,--/

    1iacia! Aa!y"i":

    )rom +I0+ of

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    The company&s asset base has grown at -.56 from +H0

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    +H +; +eturns J6

    >"4 >"!

    The company&s ineMciency in churning out ma'imum output of its assets is visible

    in the poor return on asset and e(uity numbers J>"4 of -6, compared to peers

    5+6, >"! of 556, compared to peers +"!

    might drop down signi$cantly in the years to come.

    LT**u!tip!e" B!aie

    Ea"yLivi$ Avera$e *i *ax

    !@1>evenue+.5

    5.-5.; 5. 5.-

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    !@1!B7T55.H

    5:.55.H C.H 5:.5

    !@1!B7T#4-.-

    5;.+-.5 " Capita! Structure a# Payout Po!icie" Aa!y"i":

    Blaine&s current capital structure is very conservative with no debt and large

    amounts of cash and marketable securities. 4 rational capital structure should

    consider the tradeo9 among the following major featuresN J5 corporate ownership

    and controlO J+ cost eMciency of capital by utilizing leverageO and JI pro$tability

    and real economic value added based on company&s long0term strategic plan.

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    /owever, at the end of +

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    accumulating this cash and destroying value the aggressive upward revision in the

    payout policy is a good move by the management. /owever, from a long term

    perspective shareholders tend to e'pect the same payout ratio to continue in

    future. The reduced or discrete dividend payout is generally viewed as a negative

    signal for a company&s performance. 7t was possible that the management of BK7

    didn&t want the market to discover its embarrassed situation in the capability to

    create value for shareholders in long term. 3o the company would have been better

    o9 if it would have declared special dividend1bought back shares rather than

    horrendously increasing payout ratios in a short frame of time.

    Basically, management of BK7 should redesign its capital structure and payout

    policy based on its long0term strategy, which should focus on business innovation

    and continuous cash ow creation capability, not just simply better $nancial and

    dividend payout ratio in short0term.

    Stoc2 Buy)ac2 Strate$y Aa!y"i"

    The major targets for BK7&s management are defense against hostile takeover and

    ma'imize return for shareholders. To achieve the targets, it seems that optimizing

    the capital structure of BK7 through stock buyback is a plausible strategy at this

    special time. BK7, despite being public company, was controlled by family members

    descendent from the $rm&s founders. )rom this aspect, buybacks would increase in

    management1family ownership, control over cash usage and decision authority. The

    family stakeholders of BK7 would applaud this strategy. 3imilarly, the market

    generally regards stock buyback as a positive signal, if the company maintains a

    stable operation. BK7&s stock buyback would bring positive signal e9ect, such asenhancing the con$dence of investors and stakeholders, and would become a driver

    forces for BK7&s management back to optimal track to make its business plan and

    market strategy in long0run.

    %hether is repurchasing stock really good strategy for BK7 at this momentP #ubinski

    should consider the following downsides of stock buyback strategy. Blaine&s stock

    price was not far o9 its all0time high, yet its performance clearly lagged that of its

    peers. 2er this reality, we assume that the stock price of BK7 in +< was

    overvalued. 7f so, it could lead the proportional loss of shareholders& value. "n the

    other hand, it is possible release misleading signal to market and drive the stockprice higher, deviating from its real value. Thus, #ubinski should consider whether it

    is a good timing to pursue stock buyback and whether buyback truly represents the

    best possible $nancial leverage strategy for BK7 compared other possible strategy

    like special dividend and etc.

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    7t would de$nitely be a big problem with BK7 that if repurchasing the number of

    shares is not complemented on behalf of creating more value for shareholders and

    increasing cash ow generation capability but rather making $nancial data look

    better, as the higher debt ratio means re(uiring higher ability to generate cash ow

    to reduce the #1! ratio e9ectively. Therefore, #ubinski should consider this

    transformation in conjunction with all of BK7&s strategy planning, which should

    include organization structure optimization Je.g. incentive policy, leadership,

    culture, and target of BK7, ownership structure adjustment, redesigning $nancial

    budgeting process, marketing strategy Je.g. pricing, positioning, and ac(uisition

    plan, and supply chain management Je.g. sourcing strategy, back integration or

    forward integration, and operation eMciency etc. 7n a nutshell, pursuing stock

    buyback to optimize BK7&s $nancial ratios should not become the core of this

    transformation, BK7 should plan it from strategic perspective and focus on !@4.

    Stoc2 Buy)ac2 Impact o BKI:

    B!aie %i!! u"e 63+- mi!!io o& ca"( &rom it" )a!ace "(eet a# 6=+ mi!!io

    i e% #e)t )eari$ itere"t at t(e rate o& 4,.=? to repurc(a"e 0fN ;.56 and >m0>fN ;.;6

    ost of #ebt

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    #[email protected]

    .

    WACC -,3.? /,=

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    )irst of all, share buyback reduces the number of shares outstanding, thus then

    increasing the control and ownership of BK7. oreover, as BK7 should input cash to

    repurchase its outstanding shares, it leads to reduction of the assets on the balance

    sheet, and then, as a result, the >"4 goes up. 7n terms of >"!, it is obvious that

    repurchasing stock is e(ual to reducing the outstanding shares in stock market, so

    there is less outstanding e(uity of BK7 and it conversely results in increased >"!.

    Besides, it will also improve the 21! ratio, as the stock price of BK7 might increase

    after its buyback announcement and retiring its stock.

    The share buyback signi$cantly increases the family ownership to :5.I6, increases

    >"! drastically and marginally increases >"4 and !23. The buyback marginally

    increases the e(uity cost of capital but with reduction in cash and additional debt it

    reduces the weighted average cost of capital of Blaine. The buyback also increased

    the enterprise value of the company to *:

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    Ta' shield bene$t Q *+;- illionR I.:6 Q *C-.: illion J4ssuming that the

    company holds on to this debt inde$nitely and keeps very minimal cash re(uired for

    operations

    Ta' bene$t13hare Q *C-.: illion 1 ;-.; illion shares Q *5.I;1share. 3o the share

    price immediately jumps to *5C.

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    BLAINE KITCHENWARE CAPITALSTRUCTUREH::.H ++-.H

    !(uity Jkt-;-.< :II.;

    4ssuming the share price at*5H.551share

    !B7T#4CI.- CI.-

    7nterest e'pense0 I.H

    Itere"t Covera$e 5%it(EBIT@A7 N* 30,-

    EBIT@AItere"t expe"e

    EPS+,-0 +,.0

    RE 00,+? 0/,?

    RA -,0? 00,4?

    @E 5*2t7'

    3"! drastically, marginally increases >"4 and

    decreases !23. The dividend marginally increases the e(uity cost of capital but with

    reduction in cash and additional debt it reduces the weighted average cost of

    capital of Blaine. 7t also increased the enterprise value of the company to *:

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    reluctance to debt. %ith no change in ownership and the risk of takeover still intact,

    the family hasn&t bene$ted much as they would be more interested in control rather

    than improvements in returns. 4s a member of family 7 would be very skeptical to

    the special dividend issue.

    The special dividend keeps the ownership and hence the inuence of e'ternalshareholders as a group intact, thought it decreases !23, it increases >"!, 21! and

    retains the attractiveness of BK7 as a potential attractive candidate with not

    signi$cant amount of debt, but with reduced share price, hence o9ering lot of near

    term upside potential. The special dividend retains a signi$cant amount of cash to

    shareholders. 3o even though it reduces share price, the bene$ts clearly outweigh

    the shortcomings. 4s an e'ternal shareholder, 7 would be very enthusiastic about

    this proposal and push forward this proposal alternative to the share buyback

    program.

    ptima! capita! "tructure a# "(are purc(a"e:

    4s the company increases its debt levels, its credit risk increases and hence the

    interest coverage ratio decreases and credit rating decreases. This is evident in the

    (uotes received from the banker. 4s per the (uotes received from banker, a

    detailed analysis is performed to calculate interest rates, debt borrowing, share

    repurchase program and cost of capital for the si' alternatives. %e have assumed

    that *+- illion from e'isting *+I5 illion cash and cash e(uivalents will be usedfor buyback and *++ million still remains as cash on balance sheet. %e have also

    assumed that the buyback will happen at a price of H6 premium to the market price

    after the ta' shield e9ect of using e'tra cash and new debt is factored in the price.

    *etric !# 0 3 < = 4

    7nterestoverage

    8 5;.;

    55.; -.+ C. ;.+ H.+

    >isk free >ate ;.+6 ;.+6 ;.+6 ;.+6 ;.+6 ;.+6 ;.+6

    3pread 6 .

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    3hare 2rice 5

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    0 +. H.

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    redit >ating 2robability444 .5644 .+:64 .;I6BBB +.I6BB 5+.+6B +

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    the remaining cash ows from operations Jafter interest payments for pursuing

    growth opportunities or retire debt periodically and reissue debt for growth capital.