Professional Documents
Culture Documents
This Content Downloaded From 145.5.180.38 On Sun, 01 Jan 2023 17:29:48 UTC
This Content Downloaded From 145.5.180.38 On Sun, 01 Jan 2023 17:29:48 UTC
JSTOR is a not-for-profit service that helps scholars, researchers, and students discover, use, and build upon a wide
range of content in a trusted digital archive. We use information technology and tools to increase productivity and
facilitate new forms of scholarship. For more information about JSTOR, please contact support@jstor.org.
Your use of the JSTOR archive indicates your acceptance of the Terms & Conditions of Use, available at
https://about.jstor.org/terms
Financial Education Association is collaborating with JSTOR to digitize, preserve and extend access
to Journal of Financial Education
Susan White
University of Maryland
David Kass
University of Maryland
Ryan Guttridge
University of Maryland
Aerospace
In brief, he looked at the return on investment and the basics of the business and
made his decision, rather than relying on complex models. The letter is excerpted
in Appendix A.
Berkshire Hathaway had stockpiled about $100 billion in cash. It was particularly
difficult to find companies large enough to have an impact on Berkshire Hathaway’s
bottom line. According to analyst Jonathan Brandt, quoted in the Washington Post,
Buffett needed to make multibillion dollar acquisitions: “He (Warren Buffett) does
buy companies that are worth less than a billion, but it doesn’t really move the
needle…it’s just hard to get a really good, cheap multiple on something that big,”
for example, as large as Berkshire’s acquisition of Burlington Northern Santa Fe
Corp., a $44 billion purchase made in 2010 (Heath, 2017). Larger companies were
generally well followed by analysts, potentially making their stock price more
accurate because more information and analysis was available for these companies.
Berkshire Hathaway had also purchased private companies, including Pampered
Chef and Helzberg Diamonds, sometimes at a discount from owners who wanted
to keep their companies intact and part of Berkshire Hathaway.
Berkshire Hathaway (BRK) had first expressed interest in PCC four years
earlier, with open market share purchases in August 2012. The open market
The Board’s reasons for accepting the merger included the following. First, the
$235 per share cash price represented a premium of about 21.2% over the closing
price of the Company common stock on August 7, 2015, which was the last trading
day prior to the Board’s approval of the merger agreement. It also represented
a valuation of the Company at a multiple of 12.3 times PCC’s EBITDA for the
12-month period ended June 28, 2015. PCC management had provided additional
information to the Board, including a multi-year forecast. Business risks included:
A benefit to the deal was that it was all cash, and therefore very easy to
assess the value for PCC shareholders. On the other hand, all cash meant that
PCC shareholders would need to pay taxes on their gain. Berkshire also had an
excellent track record in its prior acquisitions. The Board noted that Berkshire
had the financial strength—and the cash—to make the purchase and follow
through. Berkshire also had a reputation for preserving jobs and allowing acquired
companies to continue to operate post-merger as they had operated pre-merger.
The merger shifted operating risks to Berkshire, but also meant that former PCC
shareholders would not share in future gains if the merger was successful.
Daniel was in a good position financially, with his immediate needs handled,
although not luxuriously, by his salary. He had no other stock holdings, other than
his inherited stock, but he invested regularly in a 401K plan. Daniel wanted to
invest for his future. Daniel thought it would be useful to look at both PCC and
Berkshire Hathaway financial statements (Tables 2 and 3). Forecasts based on
historical data are contained in Table 4. In addition, PCC provided information
to the board. These forecasts were given to Credit Suisse but not to Berkshire
Hathaway. The Company/May forecasts and Management/July forecasts are
in Table 5. PCC management-prepared forecasts were made in July 2015, and
were updates of the May Forecasts. The forecasts contained PCC’s most up-to-
date financial information, including business results through the first quarter
of fiscal year 2016 and the impact of recent acquisitions. The forecast assumed
there would not be additional future acquisitions. The economic forecast was also
revised to show a more modest growth in the industrial gas turbines end market.
Prior to preparing the July report, management prepared May Forecasts assuming
no acquisitions and a $1 billion issuance of bonds. Management also provided
information about companies comparable to PCC and comparable transactions,
shown in Table 6. Information about PCC competitors is in Table 7, with competitor
ratios in Table 8. Market information is contained in Table 9. The five-year return
of Berkshire Hathaway Class B shares was 16.3% vs. 9.3% for the S&P 500. Table
10 has past monthly PCC stock prices. The previous 52-week high was $249,
which was greater than Berkshire offers. Daniel noted that 52 week highs and lows
are frequent financial news headlines, and can sometimes become a rallying cry
when there was talk of an acquisition, with many deals equaling or exceeding the
previous 52 week high for the acquired firm.
Daniel had carefully examined PCC’s SEC required 14A form about the
merger, and studied Berkshire Hathaway’s financial statements, as well as Warren
Buffett’s investing strategy. Would PCC prosper as a part of Berkshire Hathaway?
Was Berkshire Hathaway underpaying or overpaying for PCC, or was it simply
paying a fair price for a good company, as Buffett wanted to do? Should Daniel
stay the course with Berkshire Hathaway or invest elsewhere?
TTI: TTI was a distributor for industrial, military, aerospace and consumer
electronics manufacturers, worldwide. It provided personalized service and custom
supply chain solutions, using its 55,000 square foot distribution center.
Precision Steel, Inc. (PSW): PSW was a steel service center and distributor of
steel parts, offering custom processing, statistical process control, electronic data
interchange and bar coding.
12 Months Ended
Berkshire Hathaway Income Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
Statement—USD ($) $ in Millions 2011 2012 2013 2014 2015
ASSETS
Cash and cash equivalents $37,299 $46,992 $48,186 $ 63,269 $ 71,730
Investments in fixed maturity securities 37,550 27,636 26,027
Investments in equity securities 76,991 88,346 117,505 117,470 111,822
Inventories 8,975 9,675 9,860 10,236 11,916
Goodwill 53,213 54,523 57,011 60,714 62,708
Total assets 392,647 427,452 484,931 525,867 552,257
LIABILITIES ‘
Income taxes, principally deferred 37,804 44,494 57,739 61,235 63,126
Total liabilities 223,686 235,864 260,446 282,840 293,630
Shareholders’ equity: ‘
Common stock 8 8 8 8 8
Capital in excess of par value 37,807 37,230 35,472 35,573 35,620
Market
Number of shares Price/share Value
A shares 1.643 213,500 350,781
B shares 2465 142.7 351,854
Total 702,635
340
Author-prepared using PCC financials
In millions
Period 0 1 2 3 4 5 6 7 8 9 10
Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Revenue 10,005 10,605 11,242 11,916 12,631 13,389 14,192 15,044 15,946 16,903 17,917
Year over year growth 0.06 0.06 0.06 0.06 0.06 0.06 0.06 0.06 0.06 0.06
Cost structure
COGS,net D&A 6,825 6,943 7,359 7,801 8,269 8,765 9,291 9,848 10,439 11,065 11,729
% of revenue 0.65 0.65 0.65 0.65 0.65 0.65 0.65 0.65 0.65 0.65
SG&A 641 717 760 805 854 905 959 1,017 1,078 1,142 1,211
% of revenue 0.07 0.07 0.07 0.07 0.07 0.07 0.07 0.07 0.07 0.07
EBITDA 2,539 2,946 3,123 3,310 3,509 3,719 3,942 4,179 4,430 4,695 4,977
Winter 2019
Panel A: PCC May Forecasts
Source: PCC financial filings
In millions
Period 0 1 2 3 4 5 6 7 8 9 10
Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Revenue 10,005 10,323 10,993 11,913 12,897 13,346 14,147 14,996 15,895 16,849 17,860
Year over year growth 0.03 0.06 0.08 0.08 0.03 0.06 0.06 0.06 0.06 0.06
COGS,net D&A 6,825 6,545 6,958 7,514 8,097 8,364 8,866 9,398 9,962 10,559 11,193
% of revenue 641.00 0.63 0.63 0.63 0.63 0.63 0.63 0.63 0.63 0.63 0.63
SG&A 641 698 743 805 872 902 956 1,013 1,074 1,139 1,207
% of revenue 0.07 0.07 0.07 0.07 0.07 0.07 0.07 0.07 0.07 0.07
EBITDA 2,539 3,080 3,292 3,594 3,928 4,080 4,325 4,584 4,859 5,151 5,460
341
342
Table 5. (Continued).
Panel B
PCC July Forecasts
Source: PCC financial filings
In Millions
Period 0 1 2 3 4 5 6 7 8 9 10
Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Revenue 10,005 10,858 12,454 14,344 16,489 18,087 19,172 20,323 21,542 22,834 24,204
Year over year growth 0.09 0.15 0.15 0.15 0.10 0.06 0.06 0.06 0.06 0.06
COGS,net D&A 6,825 6,861 7,931 9,167 10,538 11,582 12,276 13,013 13,794 14,621 15,499
% of revenue 0.63 0.64 0.64 0.64 0.64 0.64 0.64 0.64 0.64 0.64
SG&A 641 734 842 969 1,114 1,222 1,296 1,374 1,456 1,543 1,636
% of revenue 0.07 0.07 0.07 0.07 0.07 0.07 0.07 0.07 0.07 0.07
EBITDA 2,539 3,263 3,681 4,208 4,837 5,283 5,600 5,936 6,292 6,670 7,070
Panel B
Selected Comparable Transactions
Enterprise
Date Value / LTM
Announced Acquirer Target EBITDA
7/2015 Solvay SA Cytec Industries Inc. 15.2x
3/2015 Alcoa Inc. RTI International Metals, Inc. 13.1x
6/2014 Alcoa Inc. Firth Rixson Limited 14.3x
5/2014 Warburg Pincus LLC Wencor Group, LLC 13.5x
5/2014 Cobham plc Aeroflex Holding Corp. 11.4x
8/2013 Rockwell Collins, Inc. ARINC Incorporated 11.1x
12/2012 General Electric Company Avio S.p.A. 8.5x
11/2012 Precision Castparts Corp. Titanium Metals Corporation 13.8x
7/2012 GKN plc Volvo Aero 6.3x
9/2011 United Technologies
Corporation Goodrich Corporation 12.7x
ENDNOTES
Schroeder, A., (2008). The Snowball—Warren Buffett and the Business of Life. New
1
REFERENCES
Heath, T. (2017). Warren Buffett’s $100 Billion Problem: Finding Something Big
to Buy. Washington Post, September 10, G3.
IBISWorld Industry Reports (2016). Engine and Turbine Manufacturing in the US
and Commercial and Military Aircraft and Aerospace, September 3, 2016.
Mattioli, D. and A. Das (2015). Berkshire Hathaway Nears Deal to Buy
Precision Castparts. Wall Street Journal, August 9, downloaded from https://
www.wsj.com/articles/berkshire-hathaway-nears-deal-to-buy-precision-
castparts-1439050499.
It is fitting to have a Ben Graham quote open this discussion because I owe so
much of what I know about investing to him. I will talk more about Ben a bit later,
and I will even sooner talk about common stocks. But let me first tell you about
two small non-stock investments that I made long ago. Though neither changed
my net worth by much, they are instructive.
This tale begins in Nebraska. From 1973 to 1981, the Midwest experienced an
explosion in farm prices, caused by a widespread belief that runaway inflation was
coming and fueled by the lending policies of small rural banks. Then the bubble
burst, bringing price declines of 50% or more that devastated both leveraged
farmers and their lenders. Five times as many Iowa and Nebraska banks failed in
that bubble’s aftermath than in our recent Great Recession.
In 1986, I purchased a 400-acre farm, located 50 miles north of Omaha, from
the FDIC. It cost me $280,000, considerably less than what a failed bank had lent
against the farm a few years earlier. I knew nothing about operating a farm. But I
have a son who loves farming and I learned from him both how many bushels of
corn and soybeans the farm would produce and what the operating expenses would
be. From these estimates, I calculated the normalized return from the farm to then
be about 10%. I also thought it was likely that productivity would improve over
time and that crop prices would move higher as well. Both expectations proved
out.
I needed no unusual knowledge or intelligence to conclude that the investment
had no downside and potentially had substantial upside. There would, of course,
be the occasional bad crop and prices would sometimes disappoint. But so what?
There would be some unusually good years as well, and I would never be under any
pressure to sell the property. Now, 28 years later, the farm has tripled its earnings
and is worth five times or more what I paid. I still know nothing about farming and
recently made just my second visit to the farm.
In 1993, I made another small investment. Larry Silverstein, Salomon’s
landlord when I was the company’s CEO, told me about a New York retail
property adjacent to NYU that the Resolution Trust Corp. was selling. Again, a
bubble had popped—this one involving commercial real estate—and the RTC had
been created to dispose of the assets of failed savings institutions whose optimistic
lending practices had fueled the folly.