Professional Documents
Culture Documents
Consulting
Enerkem Inc.
Mintpond
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Enerkem Inc.
Funding Proposal
FINS3623
Matthew Pirrottina
Paul Essing
Raymond Smith
Nicholas White
Table of Contents
z3374566
z3290494
z3374568
z3375815
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1 EXECUTIVE SUMMARY / INFORMATION MEMORANDUM3
2 BACKGROUND..........................................................4
2.1 BUSINESS AND PRODUCT DESCRIPTION.......................................4
2.2 CURRENT OWNERS AND MANAGEMENT TEAM................................4
2.3 MARKET AND INDUSTRY COMPETITIVENESS ANALYSIS......................6
2.4 PRODUCTION AND OPERATIONAL STRATEGY..................................7
2.5 USE OF PROCEEDS..................................................................7
3 FINANCIAL ANALYSIS AND PROJECTIONS....................8
3.1 HISTORICAL FINANCIAL ANALYSIS................................................8
3.2 KEY VALUATION ASSUMPTIONS...................................................8
3.3 FORECASTING OF FUTURE PROFITABILITY AND CASH FLOWS.............9
3.4 COMPANY VALUE USING THE VENTURE CAPITAL METHOD OF
VALUATION................................................................................ 11
3.5 PEERS COMPARISON..............................................................12
3.6 PRE MONEY AND POST MONEY VALUATIONS................................12
3.7 DILUTION IMPACTS................................................................13
4 THE DEAL...............................................................14
4.1 PRICING AND JUSTIFICATION....................................................14
4.2 TYPES OF SECURITIES AND KEY FUNDING TERMS AND THEIR
JUSTIFICATION............................................................................ 15
4.3 PROPOSED EXIT STRATEGIES...................................................16
5 TERM SHEET ENERKEM INC.....................................18
6 CONCLUSION..........................................................19
7 APPENDIX 1...........................................................20
8 APPENDIX 2...........................................................22
9 APPENDIX 3...........................................................24
10 BIBLIOGRAPHY......................................................30
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This report provides information for venture capitalists that are looking to
evaluate Enerkem Inc. as a possible investment. The following pages contain
information relating to the current and future financial position of the firm. The
key methods of analysis employed include: SWOT comparisons; historical
financial analysis with relevant financial ratios; valuation assumptions; revenue
projection models based on statistical observance; the use of net present values
and internal rates of return; and the Venture Capital method of valuation.
The report also takes into consideration the limitations imposed on an early
stage company such as Enerkem. Valuation assumptions are used
conservatively, and as many variables have been assessed as possible, in order
to present the most accurate depiction of the firm.
The results of the data analysed show Enerkem is expected to deliver
exceptional returns to investors, despite existing in the third round funding or
bridge-to-IPO stage. Based on a realistic series of calculations the share price of
Enerkem is estimated to be $17.75 post-dilution, and $24.83 pre-dilution. The
firm aims to raise $125,000,000 in venture capital funding, and plans to exit
through IPO or potential acquisition, depending on the market situation. The
requirement for funding stems from Enerkems plans to build a number of new
waste management plants over the next decade. These plans are essential for
the firms strategy. The associated benefits, especially economies of scale,
represent a true competitive advantage that Enerkem expects to maintain
indefinitely.
Throughout consideration of the company there are several key risks and merits
reflected in the investment opportunity. A breakdown of Enerkems market
position is available in the SWOT analysis, however the most important of these
features are the companys relatively unproven financial history, and the nature
of its product.
Enerkems lack of revenue has resulted in the company being in deficit. This
leads to difficulty in evaluating the future profitability and cash flows within the
firm. In order to effectively provide quantitative data a number of assumptions
have been made to project the companys expected performance. The
assumptions used are highly conservative in nature while a number of the
figures presented in this report may be estimates, there is little chance of
Enerkem being overvalued.
The aspect of Enerkems business deserving of the most focus is its product.
According to its prospectus, Enerkem develops renewable biofuels and
chemicals from waste, or more specifically it converts municipal solid waste into
cellulosic biofuel. The current market for environmental and renewable energy
products is colossal. The attention from the government, public and private
sectors is unlikely to change in the future, and assures Enerkem of a strong
position in an untapped market. Not only is there substantial demand for
Enerkems waste conversion technology from customers and competitors alike,
but a great deal of support from the Canadian and U.S. government.
1
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2 Background
2.1 Business and product description
Enerkem is a Canadian company founded in 2000, maintaining
two subsidiaries in Quebec Westbury and in Sheerbrook. The
waste management company is constructing a full scale plant
in Alberta. Its primary function is the development of renewable
energies and chemicals from household and municipal solid
waste. Operating as a development stage company, Enerkem
converts waste into chemical grade synthesis gas. This is then
transformed into biofuels and chemicals. It focuses on cutting
Solid Municipal
Waste
Enerkem's
Thermochemical
Platform
Biofuels and
Household
Chemicals
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2.2 Current owners and management team
26%
53%
14%
7%
Rho Ventures
Braemar Energy Ventures
Thus far, Enerkem Inc. has received equity funding from Rho
Ventures (and its affiliates), Braemar Energy Ventures and
Waste Management of Canada Corporation. The following
diagram demonstrates each companys ownership stake.
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The diagram below represents the relationship between Enerkems investors and its management
team.
Braemar Energy
Ventures LLC
Waste Management of
Canada Corporation
Venture Capitalists
Rho Ventures
Vincent
Chornet
(CEO)
Patrice
Ouimet
(CFO)
Esteban
Chornet
(CTO)
Executive Officers
Dirk Andreas
(Business
Developmen
t)
Anton De
Larry A.
Joshua Ruch
Non-Employee
directors
Vries
MacDonald
Bruce Aitken
Denis
Arguin
(Engineerin
g and
Operations)
Phillipe
Burton
(Human
Resources)
Key Employees
MarieHlne
Labrie
(Governmen
t Affairs)
James A.
Conner
(Operations)
Carl Rush
JeanFranois
Normand
(Project
Managemen
t)
Jocelyn
Auger (Legal
and General
Counsel)
Neil S.
Suslack
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2.3 Market and industry competitiveness analysis
Enerkem operates in the industrial sector: the industry being
environmental control and the sub-industry is alternative waste
technology. It faces competitors in all levels, but works in a
relatively unestablished market. This, combined with superior
economies of scale, represents a significant competitive advantage
Strengths
Market leaders:
ahead of the industry in
production of biofuels
Demand for
product: strong public awareness
for environmentally friendly
products, which is highly unlikely
to change
A large amount of
tangible assets compared to
other companies of similar size
History of debt
financing
Weaknesses
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Opportunities
Threats
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S o u rcin g a n d
So rtin g of
M u n icip a l
ste receival
WUapon
of the
m u nicipal
w a ste it is
then sorted
and re cycled
to rem ove a ny
com pone nts
not suitable fo r
the conversion
process
C o n ve rsion
P ro ce ss
The process
know n as
therm al
cracking
breaks dow n
the so rte d
com pone nts of
w a ste into
syngas w h ich
is com psoed of
both h ydrogen
and carb on
m o noxide
Syngas
R e fi n e m e n t
and
P re pThe
a ra tio
n
initial
form of syngas
pro duced is
then clea ned
and refined to
rem ove
im puritie s an d
also en sure its
purity. Waste
pro ducts
pro duced in
this process
are the n
disp osed off in
accord en ce
w ith
enviro nm ental
regula tion
C o n ve rsion to
F In a l P rod u cts
W ith the
addition of
spe cific
com ponents,
the pure
syn gas is then
converted in to
both
renew able
bio fu els and
chem icals.
Such products
includ e
ethanol,
com m on in
fuels a nd
m ethanol
w hich is the
building block
of oth er
consum er and
ind ustrial
chem icals
Operational strategy:
Use of funds is directed towards increasing production through
the construction of two new facilities in Mississippi and Quebec.
Expected output is 10 million gallons per year from each of the
two new facilities.
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2.5 Use of proceeds
Breakdown of Expenses
$35,000,000
$30,000,000
$25,000,000
Operating and Administration
$20,000,000
Depreciation
$15,000,000
$10,000,000
$5,000,000
$-
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
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3.2 Key valuation assumptions
Since the companys first full production facility began processing
in 2013 (Edmonton) it is planned that it will have two more of
these fully operational production facilities completed by 2016
(Pototoc) and 2017 (Varennes). With three new production
facilities between 2010 and 2016, it is conservatively estimated
that between 2015 and 2023 technological improvements to
production capacity and efficiency; and/or the actual physical
construction of new facilities, that the equivalent of three more
facilities with a capacity of 350 tonnes of MSW per day will be
established. This assumption has been accounted for in the
revenue projections.
$47.03 tipping fees (average tipping fee for
landfill in the US)
Revenue of $0.12 per gallon of cellulosic
ethanol produced (100 gallons p/tonne)1
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Production
Commencement
2012
Westbury
2012
Edmonton
2013
Pototoc,
Missisippi
Varennes, Canada
2016
2017
Capacity
4.8 tonnes/day (1,752
tonnes/yr)*
48 tonnes/day (17,520
tonnes/yr)*
350 tonnes/day
(127,750 tonnes/yr)*
350 tonnes/day
(127,750 tonnes/yr)*
350 tonnes/day
(127,750 tonnes/yr)*
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Capital budgeting for the investment proposal: analyses of
funding requirements and valuation (e.g. discounted fee
cash flows, IRR, etc)
The model highlighting the projection of Enerkems free cash
flows over the following decades (commencing in 2012) is
calculated prior to an investment from a third party venture
capitalist. This allowed for the calculation of both net present
value (NPV) and internal rate of return (IRR). It is notable that the
free cash flows are achieved without additional venture capital
funding.
When calculating NPV (Appendix 2), the existing cash flows still
generate a positive net present value should the venture
capitalists investment be accounted for. Hence we infer this
added investment will have a further positive effect on free cash
flows and will allow the newly introduced investor to achieve their
desired return on their investment.
Further, the revenue projection model also allowed for the
calculation of internal rate of return (appendix 2). This was again
completed with data prior to the proposed funding from an
external third party. The calculation of this figure again included
the venture capitalists investment as a means of highlighting the
high level of potential return should they participate in the
investment. The positive funding IRR that includes a terminal
value indicates that a positive return would still be realised for the
VC. Therefore, it is safe to assume that with the additional
investment sourced from a venture fund there will be a further
increase along with overall investment return.
3.4 Company value using the Venture Capital method of
valuation
Should a potential venture capitalist invest a sum of $125 000
000 into Enerkem, we have calculated the following share prices
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and number of shares. This has been completed through a
venture capital method of valuation.
When considering company life cycle, Enerkem currently exists in
either the third round funding stage or a bridge-to-IPO funding
stage. If Enerkem was in the third round funding then this would
correspond to a share price of $24.83 and the number of shares
that the venture capitalist would receive (pre dilution) would be 5
033 739. The bridge-to-IPO stage of funding would correspond to
a share price of $27.34 and the number of share that the Venture
Capitalist would receive would be 4 572 273 (pre dilution).
Curre
nt
Ratio
EPS
PE
2.55
Debt
to
Equit
y
159.31
0.77
$2.04
17.22
2.21
54.69
1.28
$1.45
21.83
1.94
109.47
0.91
$0.69
13.26
3.01
39.39
5.91
N/A
N/A
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The above table reflects how Enerkem compares to others in the
same sector. Its price to book ratio was similar to the others, and
its debt to equity ratio was much lower. This is a positive sign that
Enerkem is in a strong and stable position in relation to the level
of debt owed. The high liquidity ratio means that they will also be
able to meet all of there short term debt obligations without
problem, leading to a greatly reduced default risk. As Enerkem
currently has no revenue, and the earliest positive cash flow is
conservatively estimated to be in two years time, we were
unable to calculate earnings per share or price to earnings ratio.
However we estimate these to be around the average if not
slightly higher due to expected high demand for their products.
The EPS would be around $1.39 and the PE would be about 17.44
once Enerkems production facilities are all completed and fully
operational.
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existing shareholders. In order to combat this dilution impact the
venture capitalists would need additional shares: estimating that
an additional 30% of common shares will be issued when the firm
goes public. This will cover a variety of changes in net working
capital and expand the production processes of Enerkem by
building new plants. The venture capitalists would be expected to
receive 6 352 575 shares (assuming funding is provided for bridge
to IPO), implying a share price of $19.68. If the venture capitalists
provide third round funding then they would expect to receive 7
041 176 shares with an implied share price of $17.75. Each of
these values assume a venture capital investment of $125 000
000 into Enerkem. Going public later on will mean a dilution of
venture capitalist ownership. To compensate, the reduced
ownership percentage would be artificially increased.
4 The deal
4.1 Pricing and justification
Based on our calculations the share price of Enerkem is estimated
to be between $24.83 and $27.24 which we consider a very
conservative valuation. We believe this is appropriate for an
investment with the relevant level of risk particularly in regards
to the variability of expected future revenue, and the threat of
increased levels of competition that may emerge as Enerkem
develops.
This share pricing is a pre dilution estimate for share price, and
we take this into account. Further we involve an IPO as the most
likely exit strategy for a potential venture capitalist. Through this
a post dilution share price has also been calculated in order to
compensate the venture capitalist for the likely chance that there
is a future dilution of shares in the future. This new share price is
estimated to be between $17.75 and $19.68. It can be observed
that this new share price is quite a bit lower than pre dilution
price relating to the new price accounts for the dilution of
venture capitalists existing shares in the event of an IPO. We have
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also calculated the net present value of Enerkem using a number
of different WACCs (for full statements see Appendix 2):
A WACC equal to 4% gave a net present value of $160 830 691,
7% gave an NPV of $13 900 321 and finally 10% resulted in an
NPV of ($41 680 248). We believe that the most accurate NPV
would be $13 900 321, as a WACC of 7% is the most pertinent.
Assuming this, it bears reminding that these estimates were
based on very conservative estimates for future revenue growth
as well as a very high variable cost base per tonne (see
appendices for more details and clarification). Enerkems true
value would thus be expected much higher. However, Enerkem is
targeting venture capitalists to provide funding, so we believe
that these projections perform as a safety net the expected
future returns would be much higher especially once economies
of scale can be fully employed. When all plants are fully
operational and running at full capacity, we anticipate an
exceptionally high level of demand.
Cash Flows
Cash Flows
2,000,000
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(2,000,000)
(4,000,000)
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Convertible preferred stock can be converted to common stock at
the discretion of the VC. This allows the entrepreneur to have
priority claims over the return of capital in the event of
liquidation. The option to convert will only be exercised if the
valuation of the firm is greater than the invested capital. The
stock is converted at the realisation of a profit that is greater than
their initial investment when distributed on a pro-rata basis.
The way this stock is structured favours early round investors due
to anti-dilution covenants and lower share prices for early
investors. This represents a disincentive and is a negative signal
to future investors.
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of an IPO and acquisition mutually beneficial to late round VC, and
those with an existing investment stake.
IPO
Despite the initial unsuccessful attempt at an IPO, it is the
companys hope that with improvement in the market economy
and increased investor confidence, another opportunity will arise
over the next 5 years for the stock to become publicly available.
This, along with the continued improvement in conversion
technology, and the expansion of operations should see
Enerkems net worth increase. Further, there should be potential
for venture capital returns in excess of the original investment.
Acquisition
Another exit strategy judged to be a realistic alternative by
Enerkem is the possibility of a sale to a third party. The existing
management team is confident and positive about the companys
future prospects, especially in relation to annual increments in
profitability. However the added input of venture capital investors
on the board of directors could result in the sale of the company.
This decision, which would be contingent on the voting preference
of those individuals with an ownership stake would see the
dispersal of the proprietary listed technology and thus should also
experience significant returns on top of initial investments.
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5 Term sheet Enerkem inc.
Issuer
Enerkem inc.
Amount
$125,000,000
Security
Participating Convertible
Preferred Stock
Investors
Board Representation
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investors will also be given this
opportunity.
Dividend
Liquidation
Expenses
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Financial statements
Exits
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6 Conclusion
Through our extensive analysis of Enerkem Inc, we have found
that the company has incredible growth potential, as a result of
its position in a relatively untapped market. While several
assumptions were employed we feel that none of them are
abnormally inconsistent with similar companies in similar
industries. Despite the riskiness of the venture owing to lack of
modern revenue and extensive start-up costs our projections
based on the productive capacity of the plants and available
resources lead us to believe that the potential returns associated
with an investment in Enerkem Inc. will adequately compensate
any investor for bearing risk
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7 Appendix 1
30% discount rate
Dilution impact
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25% discount rate
Dilution impact
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8 Appendix 2
Sensitivity
Analysis
Comparable
Companies
Share Price
($)
Waste
Management Inc.
Waste
Connections Inc.
Progressive
Waste Solution
Total
$
33.99
$
29.44
$
20.85
17.22
21.83
13.26
52.31
Industry
Benchmark
Median
17.44
17.22
Enerkem Inc.
PV Earnings
Shares
Outstanding
EPS
Industry
Benchmark PE
Indicative Price
Liquidity
Discount
Indicative Price
(adjusted)
P/E Ratio
$
41,266,944
20,900,000
$
1.97
17.44
$
34.36
30%
$
24.05
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Indicative Price
(adjusted)
PV
Earnings
Industry
Benchmark
$
27.49
$
25.76
$
24.05
$
22.33
$
20.62
Liquidity
Discount
20%
25%
30%
35%
40%
Median
$
27.14
$
25.44
$
23.74
$
22.05
$
20.35
Sensitivity
Analysis
NPV
NPV
WACC
(discount
values)
4%
7%
10%
$
285,830,691
$
138,900,321
$
Including Potential
VC Investment
$
160,830,691
$
13,900,321
$
83,319,752
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(41,680,248)
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9 Appendix 3
Enerkem Cash Flow
Projection
(2012-2016)
Year
Capacity Production
p/year (tonnes)
Revenue from Tipping
Fees
Revenue from Production
Total Revenue
Operating Expenses:
Operating and
Administrative Costs
Research and
Development Expenses
Depreciation
EBITDA
2012
2013
2014
2015
2016
19,272
147,022
147,022
274,772
$-
$829,274
6,914,445
6,914,445
12,922,527
$-
$231,264
$1,060,53
8
1,764,264
$8,678,70
9
1,764,264
$8,678,70
9
3,297,264
$16,219,7
91
$500,337
$526,385
$539,913
$553,789
$568,021
562,129
$591,394
$606,593
$622,182
$638,172
562,466
$713,064
$5,439,814
$5,439,814
$10,166,56
4
$(57,240)
$7,532,203
$7,502,738
$15,013,59
8
$-
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Total EBIT
(minus tax @30%)
$-
$(770,304)
$2,092,389
$2,062,924
$4,847,034
$(269,607)
$358,110
$618,877
$1,454,110
$14,849,22
2
$-
$14,849,22
2
$-
$27,751,97
2
$$4,847,03
4
30%
Tax Credit
$1,946,472
$-
Gross CF
$-
$(770,304
)
$2,092,38
9
24%
$2,062,92
4
24%
$562,466
$713,064
$5,439,814
$5,439,814
$713,064
$5,439,814
$5,439,814
$1,431,564
$1,468,355
$1,506,092
$1,544,798
$(2,201,8
68)
$624,034
$556,832
$3,302,23
6
Gross Margin
Depreciation
(minus CAPX)
(minus change NWC)
Venture Capitalist
Investment
Free Cash Flows
Terminal Value
Discounted Terminal Value
$(55,702,8
98)
$(125,000,
000)
$(125,000,
000)
$10,166,56
4
$10,166,56
4
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$(2,057,82
$545,056
1)
$454,541
$2,519,260
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Enerkem Cash Flow Projection
(2017-2020)
Year
Capacity Production p/year
(tonnes)
Revenue from Tipping Fees
Revenue from Production
Total Revenue
2017
402,522
2018
466,397
2019
530,272
2020
594,147
18,930,610
4,830,264
$23,760,87
4
21,934,651
5,596,764
$27,531,41
5
24,938,692
6,363,264
$31,301,95
6
27,942,733
7,129,764
$35,072,49
7
Operating Expenses:
Operating and Administrative
Costs
Research and Development
Expenses
Depreciation
$14,893,314
$17,256,689
$19,620,064
$21,983,439
EBITDA
Total EBIT
$22,523,681
$7,630,367
$26,262,427
$9,005,738
$30,000,355
$10,380,291
$33,737,445
$11,754,006
$2,289,110
$2,701,721
$3,114,087
$3,526,202
$40,654,722
$-
$47,106,097
$-
$53,557,472
$-
$60,008,847
$-
$582,619
$597,592
$612,951
$628,703
$654,573
$671,396
$688,650
$706,349
Gross Margin
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$7,630,367 $9,005,738 $10,380,29
1
32%
33%
33%
$11,754,00
6
34%
Depreciation
(minus CAPX)
(minus change NWC)
$14,893,314
$14,893,314
$1,584,500
$17,256,689
$17,256,689
$1,625,221
$19,620,064
$19,620,064
$1,666,990
$21,983,439
$21,983,439
$1,709,831
$6,045,868
$7,380,516
$8,713,301
$10,044,17
5
Terminal Value
Discounted Terminal Value
Discounted Cash Flows
$4,310,620
$4,917,950
$5,426,206
$5,845,801
Gross CF
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Enerkem Cash Flow
Projection
(2021-2023)
Year
Capacity Production
p/year (tonnes)
Revenue from Tipping
Fees
Revenue from Production
Total Revenue
Operating Expenses:
Operating and
Administrative Costs
Research and
Development Expenses
Depreciation
2021
658,022
2022
721,897
2023
785,772
30,946,775
33,950,816
36,954,857
7,896,264
$38,843,03
9
8,662,764
$42,613,58
0
9,429,264
$46,384,121
$644,861
$661,434
$678,433
$724,502
$743,122
$762,220
$24,346,814
$26,710,189
$29,073,564
EBITDA
Total EBIT
$37,473,676
$13,126,862
$41,209,024
$14,498,835
$44,943,468
$15,869,904
$3,938,058
$66,460,222
$-
$4,349,651
$72,911,597
$-
$4,760,971
$79,362,972
$-
Mintpond
Consulting
Enerkem Inc.
Gross CF
Gross Margin
$13,126,86
2
34%
$14,498,83
5
34%
FCF Analysis:
Depreciation
$24,346,814 $26,710,189
(minus CAPX)
$24,346,814 $26,710,189
NPV @ WACC of 7%
$138,900,321
(minus change NWC)
$1,753,774
$1,798,846
NPV including potential VC
$13,900,321
investment
Venture Capitalist
Investment
IRR
Free Cash Flows
$11,373,08
Fund IRR (including
8
terminal value)
-10%
$12,699,98
6%
9
Terminal Value
Discounted Terminal Value
Discounted Cash Flows
$6,186,206
$6,456,031
$15,869,904
34%
$29,073,564
$29,073,564
$1,845,076
$14,024,828
$205,503,80
3
$97,633,377
$6,663,095
$97,633,377.00
$41,266,944
Mintpond
Consulting
Enerkem Inc.
10 Bibliography
Lerner J., Leamon A. & Hardymon F. 2012, Venture Capital,
Private Equity, and the Financing of Entrepreneurship: The
Power of Active Investing, Wiley, New Jersey.
Mintpond
Consulting
Enerkem Inc.
Elbel, F 2012, US Population Growth, USA, viewed 13
September 2012,
<http://www.susps.org/overview/numbers.html>
Mintpond
Consulting
Enerkem Inc.