CONFIDENTIAL DRAFT
Special Committee Discussion Materials
May 14, 2004
Important Information
DRAFT
Confidential Material Presented to the Special Committee of the Board of Directors of Johnson Outdoors, Inc.
The following pages contain material that was provided to the Special Committee of the Board of Directors (the “Special Committee”) of Johnson Outdoors Inc. (the “Company”) and is for discussion purposes only. The accompanying material was compiled or prepared on a confidential basis for use by the Special Committee and not with a view toward public disclosure. This material is preliminary in nature and contains assumptions and methodologies which may be subject to change.
Table of Contents
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I. Executive Summary
II. Valuation Discussion Materials
A. Comparable Public Companies Analysis
B. Comparable M&A Transactions Analysis
C. M&A Premiums Paid Analysis
D. Discounted Cash Flow Analysis
E. Leveraged Buyout Analysis
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Executive Summary
Executive Summary
Overview
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Subsequent to the preparation of the Special Committee Discussion Materials, dated March 29, 2004, and the Special Committee meeting of same date, Johnson Outdoors acquired Techsonic Industries, Inc. (“Techsonic”) on May 6, 2004
The preliminary valuation analysis contained in the Special Committee Discussion Materials, dated March 29, has been revised to reflect the acquisition of Techsonic and is presented in summary form on the following pages
1
Executive Summary
Implied Transaction Multiples
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(in millions, except for per share amounts)
Transaction Value
Proposed Purchase Price Per Share $20.10
Basic Shares Outstanding (1) 8.669
CSEs (2) 0.307
Fully Diluted Shares Outstanding 8.975
Equity Value $180.4
Plus: Debt (3) 67.1
Less: Cash (3) 36.2
Enterprise Value $211.3
Transaction Value—Pro Forma for Techsonic Acq.
Proposed Purchase Price Per Share $20.10
Basic Shares Outstanding (1) 8.669
CSEs (2) 0.307
Fully Diluted Shares Outstanding 8.975
Equity Value $180.4
Plus: Debt (3) 67.1
Less: Cash (3) 7.4
Enterprise Value $240.2
JOUT Financial Info. (4) JOUT Financial Info.
GAAP Adjusted GAAP Adjusted
Enterprise Value Multiples
EBITDA
JOUT Only:
LTM (4/2/04) $23.4 $30.2 9.0x 7.0x
FY 2004E 25.6 25.6 8.3x 8.3x
Pro Forma for Techsonic Acq.:
LTM (4/2/04) $28.6 $35.4 8.4x 6.8x
FY 2004E 30.1 30.1 8.0x 8.0x
EBIT
JOUT Only:
LTM (4/2/04) $15.3 $22.1 13.8x 9.6x
FY 2004E 18.0 18.0 11.7x 11.7x
Pro Forma for Techsonic Acq.:
LTM (4/2/04) $18.5 $25.3 13.0x 9.5x
FY 2004E 20.3 20.3 11.8x 11.8x
Equity Value Multiples
Net Income
JOUT Only:
LTM (4/2/04) $6.4 $10.4 28.1x 17.3x
FY 2004E 8.1 8.1 22.3x 22.3x
Pro Forma for Techsonic Acq.:
LTM (4/2/04) [Pending Due Diligence]
FY 2004E [Pending Due Diligence]
(1) Based on 7.446 million shares of Class A and 1.222 million shares of Class B common stock (per 1/2/04 10-Q) (2) Based on 0.515 million in the money options outstanding with a weighted average exercise price of $8.17 per share per management; calculation uses the treasury stock method.
(3) As of 4/2/04, provided by the Company. Where indicated, pro forma for Techsonic acquisition.
(4) LTM ended 4/2/04. Fiscal year ending September 31, 2004. Financials adjusted for strategic charges and certain charges highlighted in JOUT 10-Ks. Tax effected at 40%. Where indicated, pro forma for Techsonic acquisition.
2
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Summary Valuation Materials
Valuation Methodologies
Financial Information Used in Preliminary Valuation
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The preliminary valuation is based on the following historical financial information:
EBIT and EBITDA as reported in the Company’s public filings (“GAAP Historical Financial Information”)
EBIT and EBITDA as reported in the Company’s 10-Ks adjusted for (i) charges classified as ‘strategic charges’ in fiscal 1999 – 2002 and (ii) charges highlighted by the Company in the fiscal 2003 10-K (in aggregate totaling $6.9 million) related to a product recall, a discontinued acquisition, reorganization of the Watercraft and Outdoor Equipment businesses, closing of a facility and write-downs for certain inventory, tooling and equipment (“Adjusted Historical Financial Information”)
Historical financial information for Techsonic Industries provided by the Company
Based on the forecasts obtained from the Company (the “Management Forecast”) and the fact that the Company’s historical GAAP EBIT has trailed budgeted EBIT by an average of 29% for the last three fiscal years, we have created an alternative scenario wherein the EBIT in the 2006 – 2008 period has been discounted by a factor of 15% (the “Alternative Forecast”)
The Management Forecast reflects a favorable adjustment to EBIT and EBITDA of $500,000 in fiscal 2004 related to adjustments for certain budgeted items identified by the Company related to (i) costs to respond to the bid by the Johnson Group and (ii) a one-time gain related to a legal settlement
The Management Forecast and Alternative Forecast reflect the acquisition of Techsonic Industries on a pro forma basis
3
Valuation Methodologies
Historical and Projected Financial Information DRAFT
GAAP Historical Financial Information and Management Forecast –JOUT Only
(in millions, except for per share amounts)
LTM(2) Projected Fiscal Years Ending September 30,
JOUT Only 4/2/04 2004 2005 2006 2007 2008
Net Sales $336.2 $341.6 $327.3 $337.3 $349.1 $361.3
Cost of Goods Sold 198.9 201.5 187.1 191.1 196.5 202.0
Gross Profit 137.3 140.1 140.2 146.2 152.7 159.4
Total Operating Expenses 122.0 122.1 121.8 123.5 127.8 132.3
EBIT 15.3 18.0 18.4 22.7 24.8 27.1
Interest Income (0.4)—-—
Interest Expense 4.9 5.0 4.1 3.6
Other (Income) Expense, net (0.2) (0.2)—-
EBT 11.0 13.2 14.3 19.1
Income Tax Expense 4.6 5.1 5.0 6.7
Net Income 6.4 8.1 9.4 12.4
EBIT 15.3 18.0 18.4 22.7 24.8 27.1
Depreciation and Amortization 8.1 7.6 7.6 7.6 7.6 7.6
EBITDA 23.4 25.6 26.0 30.3 32.4 34.7
Operating Statistics
Net Sales Growth 8.1% (4.2%) 3.1% 3.5% 3.5%
Gross Margin 40.8% 41.0% 42.8% 43.3% 43.7% 44.1%
Operating Expenses as % of Net Sales 36.3% 35.7% 37.2% 36.6% 36.6% 36.6%
EBITDA Margin 7.0% 7.5% 7.9% 9.0% 9.3% 9.6%
EBIT Margin 4.6% 5.3% 5.6% 6.7% 7.1% 7.5%
EBT Margin 3.3% 3.9% 4.4% 5.7%
Net Income Margin 1.9% 2.4% 2.9% 3.7%
(1) Historical fiscal years per JOUT public filings, pro forma for Techsonic acquisition.
(2) 2004-2006 forecasts per Company management. 2007 and 2008 forecasts per Company management guidance.
4
Valuation Methodologies
Historical and Projected Financial Information
DRAFT
GAAP Historical Financial Information and Management Forecast – Pro Forma For Techsonic Acquisition
(in millions, except for per share amounts)
LTM (1) Projected Fiscal Years Ending September 30, (2)
Pro Forma for Techsonic Acq. 3/31/04 2004 2005 2006 2007 2008
Net Sales $377.5 $383.6 $368.7 $382.6 $396.0 $409.9
Cost of Goods Sold 226.6 230.7 216.0 222.3 228.7 235.4
Gross Profit 150.9 153.0 152.7 160.3 167.2 174.5
Total Operating Expenses 132.4 132.6 131.4 133.9 138.6 143.4
EBIT 18.5 20.3 21.3 26.4 28.7 31.0
EBIT 18.5 20.3 21.3 26.4 28.7 31.0
Depreciation and Amortization 10.1 9.8 9.8 9.9 9.9 9.9
EBITDA 28.6 30.1 31.1 36.3 38.5 40.9
Operating Statistics
Net Sales Growth (3.9%) 3.8% 3.5% 3.5%
Gross Margin 40.0% 39.9% 41.4% 41.9% 42.2% 42.6%
Operating Expenses as % of Net Sales 35.1% 34.6% 35.6% 35.0% 35.0% 35.0%
EBITDA Margin 7.6% 7.9% 8.4% 9.5% 9.7% 10.0%
EBIT Margin 4.9% 5.3% 5.8% 6.9% 7.2% 7.6%
EBT Margin [Pending Additional Due Diligence]
Net Income Margin [Pending Additional Due Diligence]
(1) Historical fiscal years per JOUT public filings, pro forma for Techsonic acquisition.
(2) 2004-2006 forecasts per Company management. 2007 and 2008 forecasts per Company management guidance.
5
Valuation Methodologies
Historical and Projected Financial Information
DRAFT
Adjusted Historical Financial Information and Management Forecast –JOUT Only
(in millions, except for per share amounts)
LTM (2) Projected Fiscal Years Ending September 30, (3)
JOUT Only 4/2/04 2004 2005 2006 2007 2008
Net Sales $336.2 $341.6 $327.3 $337.3 $349.1 $361.3
Cost of Goods Sold 194.6 201.5 187.1 191.1 196.5 202.0
Gross Profit 141.6 140.1 140.2 146.2 152.7 159.4
Total Operating Expenses 119.5 122.1 121.8 123.5 127.8 132.3
EBIT 22.1 18.0 18.4 22.7 24.8 27.1
Interest Income (0.4)—-—
Interest Expense 4.9 5.0 4.1 3.6
Other (Income) Expense, net (0.2) (0.2)—-
EBT 17.8 13.2 14.3 19.1
Income Tax Expense 7.3 5.1 5.0 6.7
Net Income 10.4 8.1 9.4 12.4
EBIT 22.1 18.0 18.4 22.7 24.8 27.1
Depreciation and Amortization 8.1 7.6 7.6 7.6 7.6 7.6
EBITDA 30.2 25.6 26.0 30.3 32.4 34.7
Operating Statistics
Net Sales Growth 8.1% (4.2%) 3.1% 3.5% 3.5%
Gross Margin 42.1% 41.0% 42.8% 43.3% 43.7% 44.1%
Operating Expenses as % of Net Sales 35.5% 35.7% 37.2% 36.6% 36.6% 36.6%
EBITDA Margin 9.0% 7.5% 7.9% 9.0% 9.3% 9.6%
EBIT Margin 6.6% 5.3% 5.6% 6.7% 7.1% 7.5%
EBT Margin 5.3% 3.9% 4.4% 5.7%
Net Income Margin 3.1% 2.4% 2.9% 3.7%
(1) Historical information per JOUT public filings, pro forma for Techsonic acquisition. Cost of goods sold and total operating expenses for LTM period exclude certain charges highlighted in JOUT 10-K dated 10/3/03. All adjustments tax effected at 40%.
(2) 2004-2006 forecasts per Company management. 2007 and 2008 forecasts per Company management guidance.
6
Valuation Methodologies
Historical and Projected Financial Information
DRAFT
Adjusted Historical Financial Information and Management Forecast –Pro Forma for Techsonic Acquisition
(in millions, except for per share amounts)
LTM (1) Projected Fiscal Years Ending September 30, (2)
Pro Forma for Techsonic Acq. 3/31/04 2004 2005 2006 2007 2008
Net Sales $377.5 $383.6 $368.7 $382.6 $396.0 $409.9
Cost of Goods Sold 222.3 230.7 216.0 222.3 228.7 235.4
Gross Profit 155.2 153.0 152.7 160.3 167.2 174.5
Total Operating Expenses 129.9 132.6 131.4 133.9 138.6 143.4
EBIT 25.3 20.3 21.3 26.4 28.7 31.0
EBIT 25.3 20.3 21.3 26.4 28.7 31.0
Depreciation and Amortization 10.1 9.8 9.8 9.9 9.9 9.9
EBITDA 35.4 30.1 31.1 36.3 38.5 40.9
Operating Statistics
Net Sales Growth (3.9%) 3.8% 3.5% 3.5%
Gross Margin 41.1% 39.9% 41.4% 41.9% 42.2% 42.6%
Operating Expenses as % of Net Sales 34.4% 34.6% 35.6% 35.0% 35.0% 35.0%
EBITDA Margin 9.4% 7.9% 8.4% 9.5% 9.7% 10.0%
EBIT Margin 6.7% 5.3% 5.8% 6.9% 7.2% 7.6%
EBT Margin [Pending Additional Due Diligence]
Net Income Margin [Pending Additional Due Diligence]
(1) Historical information per JOUT public filings, pro forma for Techsonic acquisition. Cost of goods sold and total operating expenses for LTM period exclude certain charges highlighted in JOUT 10-K dated 10/3/03. All adjustments tax effected at 40%.
(2) 2004-2006 forecasts per Company management. 2007 and 2008 forecasts per Company management guidance.
7
Valuation Methodologies
Projected Financial Information
DRAFT
(in millions, except for per share amounts)
A comparison of the Management Forecast and Alternative Forecast follows – JOUT only:
Projected Fiscal Years Ended September 30,
2004 2005 2006 2007 2008
Net Sales $341.6 $327.3 $337.3 $349.1 $361.3
EBITDA
Management Forecast $25.6 $26.0 $30.3 $32.4 $34.7
Alternative Forecast 25.6 26.0 26.9 28.7 30.6
EBIT
Management Forecast $18.0 $18.4 $22.7 $24.8 $27.1
Alternative Forecast 18.0 18.4 19.3 21.1 23.0
EBITDA Margin
Management Forecast 7.5% 7.9% 9.0% 9.3% 9.6%
Alternative Forecast 7.5% 7.9% 8.0% 8.2% 8.5%
EBIT Margin
Management Forecast 5.3% 5.6% 6.7% 7.1% 7.5%
Alternative Forecast 5.3% 5.6% 5.7% 6.0% 6.4%
8
Valuation Methodologies
Projected Financial Information
DRAFT
(in millions, except for per share amounts)
A comparison of the Management Forecast and Alternative Forecast follows – pro forma for Techsonic acquisition:
Projected Fiscal Years Ended September 30,
2004 2005 2006 2007 2008
Net Sales $383.6 $368.7 $382.6 $396.0 $409.9
EBITDA
Management Forecast $30.1 $31.1 $36.3 $38.5 $40.9
Alternative Forecast 30.1 31.1 32.3 34.2 36.3
EBIT
Management Forecast $20.3 $21.3 $26.4 $28.7 $31.0
Alternative Forecast 20.3 21.3 22.4 24.4 26.4
EBITDA Margin
Management Forecast 7.9% 8.4% 9.5% 9.7% 10.0%
Alternative Forecast 7.9% 8.4% 8.4% 8.6% 8.8%
EBIT Margin
Management Forecast 5.3% 5.8% 6.9% 7.2% 7.6%
Alternative Forecast 5.3% 5.8% 5.9% 6.2% 6.4%
9
DRAFT
Comparable Public Companies Analysis
Comparable Public Companies Analysis
Preliminary Valuation Multiples
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GAAP Historical Financial Information and Management Forecast
(in millions, except for per share amounts)
Implied JOUT Multiples at the Following Per Share Price
Relevant Public Company Multiples
Metric (1) JOUT Results $16.00 $17.00 $18.00 $19.00 $20.00 $21.00 Min Mean Median Max
JOUT Only:
LTM EBITDA $23.4 7.4x 7.8x 8.2x 8.6x 9.0x 9.4x 7.3x 9.3x 8.7x 11.8x
CY 2004E EBITDA 25.6 6.8x 7.1x 7.5x 7.9x 8.2x 8.6x 7.0x 7.8x 8.1x 9.0x
LTM EBIT 15.3 11.3x 11.9x 12.5x 13.1x 13.7x 14.3x 9.4x 15.8x 14.6x 29.5x
CY 2004E EBIT 18.1 9.6x 10.1x 10.6x 11.1x 11.6x 12.2x 8.1x 10.1x 9.5x 12.1x
LTM Net Income [ ] #### #### #### #### #### #### 14.8x 19.7x 18.9x 27.1x
CY 2004E Net Income [ ] #### #### #### #### #### #### 11.5x 14.6x 15.0x 17.6x
Pro Forma for Techsonic Acq.:
LTM EBITDA $28.6 7.1x 7.4x 7.7x 8.0x 8.4x 8.7x 7.3x 9.3x 8.7x 11.8x
CY 2004E EBITDA 30.8 6.6x 6.9x 7.2x 7.5x 7.8x 8.1x 7.0x 7.8x 8.1x 9.0x
LTM EBIT 18.5 10.9x 11.4x 11.9x 12.4x 12.9x 13.4x 9.4x 15.8x 14.6x 29.5x
CY 2004E EBIT 20.8 9.8x 10.2x 10.6x 11.1x 11.5x 12.0x 8.1x 10.1x 9.5x 12.1x
LTM Net Income [ ] #### #### #### #### #### #### 14.8x 19.7x 18.9x 27.1x
CY 2004E Net Income [ ] #### #### #### #### #### #### 11.5x 14.6x 15.0x 17.6x
(1) LTM ended 4/2/04.
10
Comparable Public Companies Analysis
Preliminary Valuation Multiples
DRAFT
Adjusted Historical Financial Information and Management Forecast
(in millions, except for per share amounts)
Implied JOUT Multiples at the Following Per Share Price
Relevant Public Company Multiples
Metric (1) JOUT Results $16.00 $17.00 $18.00 $19.00 $20.00 $21.00 Min Mean Median Max
JOUT Only:
LTM EBITDA $30.2 5.8x 6.1x 6.4x 6.7x 7.0x 7.3x 7.3x 9.3x 8.7x 11.8x
CY 2004E EBITDA 25.6 6.8x 7.1x 7.5x 7.9x 8.2x 8.6x 7.0x 7.8x 8.1x 9.0x
LTM EBIT 22.1 7.9x 8.3x 8.7x 9.1x 9.5x 9.9x 9.4x 15.8x 14.6x 29.5x
CY 2004E EBIT 18.1 9.6x 10.1x 10.6x 11.1x 11.6x 12.2x 8.1x 10.1x 9.5x 12.1x
LTM Net Income [ ] #### #### #### #### #### #### 14.8x 19.7x 18.9x 27.1x
CY 2004E Net Income [ ] #### #### #### #### #### #### 11.5x 14.6x 15.0x 17.6x
Pro Forma for Techsonic Acq.:
LTM EBITDA $35.4 5.7x 6.0x 6.2x 6.5x 6.8x 7.0x 7.3x 9.3x 8.7x 11.8x
CY 2004E EBITDA 30.8 6.6x 6.9x 7.2x 7.5x 7.8x 8.1x 7.0x 7.8x 8.1x 9.0x
LTM EBIT 25.3 8.0x 8.4x 8.7x 9.1x 9.5x 9.8x 9.4x 15.8x 14.6x 29.5x
CY 2004E EBIT 20.8 9.8x 10.2x 10.6x 11.1x 11.5x 12.0x 8.1x 10.1x 9.5x 12.1x
LTM Net Income [ ] #### #### #### #### #### #### 14.8x 19.7x 18.9x 27.1x
CY 2004E Net Income [ ] #### #### #### #### #### #### 11.5x 14.6x 15.0x 17.6x
(1) LTM ended 4/2/04. Financials adjusted for strategic charges and certain charges highlighted in JOUT public filings. Tax effected at 40%.
11
DRAFT
Comparable M&A Transactions Analysis
Comparable M&A Transactions Analysis
Preliminary Valuation Multiples
DRAFT
GAAP Historical Financial Information and Management Forecast
(in millions, except for per share amounts)
Implied JOUT Multiples at the Following Per Share Price Relevant Merger & Acquisition Multiples JOUT Results Metric (1) $16.00 $17.00 $18.00 $19.00 $20.00 $21.00 Min Mean Median Max
JOUT Only:
LTM EBITDA $23.4 7.4x 7.8x 8.2x 8.6x 9.0x 9.4x 5.3x 8.9x 8.3x 12.7x
LTM EBIT 15.3 11.3x 11.9x 12.5x 13.1x 13.7x 14.3x 6.6x 10.7x 9.7x 15.6x
Pro Forma for Techsonic Acq.:
LTM EBITDA $28.6 7.1x 7.4x 7.7x 8.0x 8.4x 8.7x 5.3x 8.9x 8.3x 12.7x
LTM EBIT 18.5 10.9x 11.4x 11.9x 12.4x 12.9x 13.4x 6.6x 10.7x 9.7x 15.6x
(1) LTM ended 4/2/04.
12
Comparable M&A Transactions Analysis
Preliminary Valuation Multiples
DRAFT
Adjusted Historical Financial Information and Management Forecast
(in millions, except for per share amounts)
Implied JOUT Multiples at the Following Per Share Price Relevant Merger & Acquisition Multiples JOUT Results Metric (1) $16.00 $17.00 $18.00 $19.00 $20.00 $21.00 Min Mean Median Max
JOUT Only:
LTM EBITDA $30.2 5.8x 6.1x 6.4x 6.7x 7.0x 7.3x 5.3x 8.9x 8.3x 12.7x
LTM EBIT 22.1 7.9x 8.3x 8.7x 9.1x 9.5x 9.9x 6.6x 10.7x 9.7x 15.6x
Pro Forma for Techsonic Acq.:
LTM EBITDA $35.4 5.7x 6.0x 6.2x 6.5x 6.8x 7.0x 5.3x 8.9x 8.3x 12.7x
LTM EBIT 25.3 8.0x 8.4x 8.7x 9.1x 9.5x 9.8x 6.6x 10.7x 9.7x 15.6x
(1) LTM ended 4/2/04. Financials adjusted for strategic charges and certain charges highlighted in JOUT public filings. Tax effected at 40%.
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DRAFT
M&A Premiums Paid Analysis
M&A Premiums Paid Analysis
Premiums Paid Summary
DRAFT
All completed transactions since January 1, 2001
ALL TRANSACTIONS COMPLETED SINCE JANUARY 1, 2001
JOUT Price Premium at Premiums Paid Data Percentile
$16.00 $17.00 $18.00 $19.00 $20.00 $21.00 25th 50th 75th
All Completed Transactions (Total 590)
One Day Before Announcement $16.95 -5.6% 0.3% 6.2% 12.1% 18.0% 23.9% 7.1% 26.3% 50.0%
One Week Before Announcement 16.85 -5.0% 0.9% 6.8% 12.8% 18.7% 24.6% 10.5% 30.8% 56.3%
One Month Before Announcement 15.97 0.2% 6.4% 12.7% 19.0% 25.2% 31.5% 12.5% 34.8% 67.8%
Source: Commscan M&A Desk as of March 17, 2004.
Note: Premiums analysis includes all completed or M&A activity (but excludes transactions including Closed-End Funds, REITs and ADRs) for which premiums are reported.
14
M&A Premiums Paid Analysis
Premiums Paid Summary
DRAFT
All completed transactions since January 1, 2001 between between $100 million and $500 million in equity value
SUBSET: TRANSACTION VALUE BETWEEN $100 and $500 MILLION
JOUT Price Premium at Premiums Paid Data Percentile
$16.00 $17.00 $18.00 $19.00 $20.00 $21.00 25th 50th 75th
All Completed Transactions (Total 213)
One Day Before Announcement $16.95 -5.6% 0.3% 6.2% 12.1% 18.0% 23.9% 6.2% 26.8% 50.9%
One Week Before Announcement 16.85 -5.0% 0.9% 6.8% 12.8% 18.7% 24.6% 12.3% 31.7% 56.0%
One Month Before Announcement 15.97 0.2% 6.4% 12.7% 19.0% 25.2% 31.5% 10.9% 35.7% 66.7%
Source: Commscan M&A Desk as of March 17, 2004.
Note: Premiums analysis includes all completed or M&A activity (but excludes transactions including Closed-End Funds, REITs and ADRs) for which premiums are reported.
15
M&A Premiums Paid Analysis
Premiums Paid Summary
DRAFT
All completed transactions since January 1, 2001 in which a control shareholder acquired the remaining interest in a target
SUBSET: REMAINING INTEREST ACQUIRED by a CONTROL SHAREHOLDER
JOUT Price Premium at Premiums Paid Data Percentile
$16.00 $17.00 $18.00 $19.00 $20.00 $21.00 25th 50th 75th
All Completed Transactions (Total 31)
One Day Before Announcement $16.95 - -5.6% 0.3% 6.2% 12.1% 18.0% 23.9% 10.2% 21.8% 38.7%
One Week Before Announcement 16.85 -5.0% 0.9% 6.8% 12.8% 18.7% 24.6% 11.0% 24.0% 38.7%
One Month Before Announcement 15.97 0.2% 6.4% 12.7% 19.0% 25.2% 31.5% 7.0% 19.5% 47.3%
Source: Commscan M&A Desk as of March 17, 2004.
Note: Premiums analysis includes all completed or M&A activity (but excludes transactions including Closed-End Funds, REITs and ADRs) for which premiums are reported.
16
M&A Premiums Paid Analysis
Premiums Paid Summary DRAFT
All completed transactions since January 1, 2001 which were “going private” transactions
ALL GOING PRIVATE TRANSACTIONS COMPLETED SINCE JANUARY 1, 2001
JOUT Price Premium at Premiums Paid Data Percentile
$16.00 $17.00 $18.00 $19.00 $20.00 $21.00 25th 50th 75th
All Completed Transactions—Initial Premium to Announcement (Total 43)
One Day Before Announcement $16.95 -5.6% 0.3% 6.2% 12.1% 18.0% 23.9% 14.5% 32.3% 45.9%
One Week Before Announcement 16.85 -5.0% 0.9% 6.8% 12.8% 18.7% 24.6% 16.4% 34.6% 51.2%
One Month Before Announcement 15.97 0.2% 6.4% 12.7% 19.0% 25.2% 31.5% 19.6% 40.0% 61.7%
All Completed Transactions—Final Premium to Announcement (Total 43)
One Day Before Announcement $16.95 -5.6% 0.3% 6.2% 12.1% 18.0% 23.9% 22.9% 33.9% 55.9%
One Week Before Announcement 16.85 -5.0% 0.9% 6.8% 12.8% 18.7% 24.6% 19.4% 36.9% 64.6%
One Month Before Announcement 15.97 0.2% 6.4% 12.7% 19.0% 25.2% 31.5% 28.0% 43.6% 65.3%
Source: Commscan M&A Desk as of March 17, 2004.
Note: Premiums analysis includes all completed or M&A activity (but excludes transactions including Closed-End Funds, REITs and ADRs) for which premiums are reported.
17
DRAFT
Discounted Cash Flow Analysis
Discounted Cash Flow Analysis
Discounted Cash Flow Analysis
DRAFT
Management Forecast
(in millions, except for per share amounts)
Present Value of Per Share Equity Value
Discount Rate Terminal EBITDA Multiple
6.0x 6.5x 7.0x 7.5x 8.0x 8.5x 9.0x
JOUT Only:
11.0% $15.37 $16.57 $17.78 $18.99 $20.19 $21.40 $22.61
11.5% 15.02 16.20 17.39 18.57 19.75 20.94 22.12
12.0% 14.69 15.85 17.00 18.16 19.32 20.48 21.64
12.5% 14.36 15.49 16.63 17.77 18.90 20.04 21.18
13.0% 14.04 15.15 16.27 17.38 18.49 19.61 20.72
Present Value of Per Share Equity Value
Discount Rate Terminal EBITDA Multiple
6.0x 6.5x 7.0x 7.5x 8.0x 8.5x 9.0x
Pro Forma For Techsonic:
11.0% $15.72 $17.14 $18.57 $19.99 $21.42 $22.84 $24.27
11.5% 15.31 16.71 18.10 19.50 20.90 22.29 23.69
12.0% 14.91 16.28 17.65 19.02 20.39 21.76 23.13
12.5% 14.53 15.87 17.21 18.55 19.89 21.23 22.58
13.0% 14.15 15.46 16.78 18.09 19.41 20.72 22.04
18
Discounted Cash Flow Analysis
Discounted Cash Flow Analysis
DRAFT
Alternative Forecast
(in millions, except for per share amounts)
Present Value of Per Share Equity Value
Discount Rate Terminal EBITDA Multiple
6.0x 6.5x 7.0x 7.5x 8.0x 8.5x 9.0x
JOUT Only:
11.0% $13.15 $14.22 $15.28 $16.35 $17.41 $18.48 $19.54
11.5% 12.85 13.89 14.94 15.98 17.02 18.07 19.11
12.0% 12.55 13.58 14.60 15.62 16.65 17.67 18.69
12.5% 12.27 13.27 14.27 15.28 16.28 17.28 18.28
13.0% 11.99 12.97 13.95 14.93 15.92 16.90 17.88
Present Value of Per Share Equity Value
Discount Rate Terminal EBITDA Multiple
6.0x 6.5x 7.0x 7.5x 8.0x 8.5x 9.0x
Pro Forma For Techsonic:
11.0% $13.17 $14.44 $15.70 $16.96 $18.22 $19.49 $20.75
11.5% 12.81 14.05 15.29 16.53 17.77 19.00 20.24
12.0% 12.47 13.68 14.89 16.10 17.32 18.53 19.74
12.5% 12.12 13.31 14.50 15.69 16.88 18.07 19.26
13.0% 11.79 12.96 14.12 15.29 16.45 17.62 18.78
19
DRAFT
Leveraged Buyout Analysis
Leveraged Buyout Analysis
Leveraged Buyout Analysis – Forthcoming
DRAFT
Management Forecast
(in millions, except for per share amounts)
JOUT Only:
Pro Forma For Techsonic:
20
Leveraged Buyout Analysis
Leveraged Buyout Analysis—Forthcoming
DRAFT
Alternative Forecast
(in millions, except for per share amounts)
JOUT Only:
Pro Forma For Techsonic:
21