Congratulations to
all subscribers that agreed with our initial publication on the ACR
Group, Inc. (amex: BRR) back in October 2005. If you picked up
any BRR shares around the initial $2.40 per share publication price,
you should be pleased with today's takeover announcement. On Thursday
morning, BRR announced the signing of a definitive merger agreement
under which Watsco, Inc. (nyse: WSO) will seek to acquire BRR's common
stock in a cash tender offer of $6.75 per share.
Watsco is the largest independent distributor of air conditioning,
heating and refrigeration equipment and related parts and supplies
in the HVAC industry, currently operating 385 locations serving over
40,000 customers in 32 states.
Watsco has agreed to commence a tender offer for BRR's stock as soon
as practicable at a price of $6.75 per share. BRR's Board of Directors
has unanimously recommended that shareholders tender their shares
in the offer. Executive officers of BRR and their affiliates have
agreed to support this transaction and to sell shares representing
approximately 26% of BRR's outstanding shares.
The completion of the tender is conditioned upon the number of tendered
BRR shares and the shares purchased under the officers' support agreements
being at least 66 2/3% of the outstanding shares, as well as regulatory
approvals and other customary closing requirements. Watsco reasonably
believes it will obtain the necessary financing for the transaction
and expects to close the merger transaction in August 2007.
Houlihan Lokey Howard & Zukin is acting as financial advisor to
BRR and has rendered a fairness opinion to its Board of Directors
with respect to the tender offer and merger.
For future reference, the $6.75 per share cash buyout creates the
following valuation multiples based on BRR's trailing twelve month
financial statements:
- Price/Sales = 0.33
- Price/EBITDA = 5.97
- Price/Earnings = 13.69
- Price/Cash Flow = 10.83
- Price/Free Cash Flow = 13.53
- Price/Book Value = 2.88
- EV/Sales = 0.43
- EV/EBITDA = 7.86
- EV/Earnings = 18.02
- EV/Cash Flow = 14.25
- EV/Free Cash Flow = 17.81
- EV/Book Value = 3.79
- EPS Yield = 7.30%
- ROA = 6.90%
- ROE = 21.04%
- Current Ratio = 2.41
- Debt/Equity = 0.96
CONCLUSION: Wake-Up Time
The BRR story is a perfect example of how patience pays off, especially
once you've found a solid company with growth and lagging valuations...You
know, the Smallcap Sleeper Formula. Since our initial report, published
on October 10, 2005, BRR has run nicely from $2.40 to highs above
$6.00 in the fall of 2006. At that time, we felt the company was
still undervalued, but the shares pulled back to a $4.50 base. Looking
at the buyout multiples, we believe Watsco is getting a good deal
and BRR shareholders are getting a decent price, and not too far
below what we would consider current fair value.
Due to today's definitive cash buyout offer, we are issuing a "Wake-Up
Call," and removing BRR from our model portfolio at $6.75 per
share for a +181.3% gain.
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