Estate of Ross H. Freeman, Deceased, Dennis Hersey, Executor - Page 20

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               C.  Minority Discount                                                  
               Klemm applied a 20-percent discount to reflect what he                 
          believed would be the minority position that a purchaser of the             
          shares would have.  We think that that is inappropriate.  Klemm             
          did not arrive at a value for the corporation and then try to               
          determine the value of minority interest.  He arrived at a market           
          equivalent value for a share of the corporation and then                    
          multiplied to arrive at the value of the shares.  We assume that,           
          in valuing a single share of stock, the market would recognize              
          the minority position of that share, and that no further minority           
          discount would (or could) be demanded.                                      
          V.  Spiro’s Testimony                                                       
               A.  Analysis                                                           
               We will summarize our reasons for agreeing with respondent’s           
          valuation of the shares.                                                    
               We found Spiro’s use of the income and market approaches to            
          be straightforward and reasonable.  With respect to his use of              
          the income approach, we agree with his adjustments to income and            
          his use of a 5-year projection.  We do not think that he                    
          overestimated either base revenues, expected revenue growth, or             
          the other factors and adjustments going into the calculations of            
          expected cash-flows.  We are satisfied with his choice of a                 
          discount rate of 23.3 percent as appropriate for the corporation.           
          We agree with his calculation of the present value of the 5-year            
          expected cash-flows.  We agree with the necessity to add to that            




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