- 40 -                                                 
            concluded that the fair market value of CamVic using the cost                               
            approach was $948,000 or $6,925 per share as of May 31, 1975, and                           
            $2,248,400 or $16,424 per share as of April 30, 1981.29  Applying the                       
            income approach and, in particular, the discounted debt-free cash-                          
            flow method, Mr. Kimmel concluded that CamVic's fair market value                           
            was $1,388,100 or $10,140 per share as of May 31, 1975, and                                 
            $1,615,000 or $11,797 per share as of April 30, 1981.  In                                   
            reconciling these differences, Mr. Kimmel, in his report, accorded a                        
            "majority of the weight" to the income approach and "minimal weight"                        
            to the cost approach.  In his report, Mr. Kimmel ultimately                                 
            concluded that CamVic's fair market value was $1.3 million or $9,496                        
            per share as of May 31, 1975, and $1.8 million or $13,148 per share                         
            as of April 30, 1981.                                                                       
                  For the reasons set forth below, we find that neither                                 
            petitioners nor their expert have demonstrated that the fixed price                         
            per share as set out in the Buy-Sell Agreement reflected adequate                           
                  28(...continued)                                                                      
            value.  In his report, Mr. Kimmel stated that no comparables were                           
            found which were reflective of the business in which CamVic and                             
            CamRon were engaged and two businesses were found comparable to                             
            Ferguson.                                                                                   
                  29The disagreement between the parties' experts with respect                          
            to value pursuant to the cost approach is due to their                                      
            differences over the fair market value of the underlying                                    
            corporate assets.  While there are relatively small differences                             
            over the amount of corporate liabilities, the differences with                              
            respect to corporate liabilities would have little impact on the                            
            value of the corporate stock.                                                               
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