Norwest Corporation and Subsidiaries - Page 82

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         total value of $134,383,364.53  Mr. Huck testified that the 11.5-            
         percent discount rate he determined was based on the "receivable             
         yield amount" or "receivable yield".  In his view, the 11.5-percent          
         discount rate is consistent with the 11.49-percent yield on the              
         leases discussed in the March Agreement.                                     
              Mr. Huck based his analysis on financing for the net                    
         receivables with both debt and equity.  He concluded that, under             
         the residual method, the purchase price ($141,456,620) was less              
         than the sum of the fair market value of the lease receivables and           
         the other tangible assets acquired ($144,343,582), and hence no              
         portion of the purchase price should be allocated to goodwill or             
         going-concern value.                                                         
                   2. Respondent's Expert                                             
              Respondent's expert, David N. Fuller, of Business Valuation             
         Services, Inc., has an M.B.A. from Southern Methodist University.            
         He is a chartered financial analyst and an accredited senior                 
         appraiser certified by the American Society of Appraisers. Mr.               
         Fuller wrote a rebuttal report54 and testified regarding the fair            

               53   Mr. Huck initially made a mathematical error of                   
          approximately $700,000 (with regard to cash inflow) but                     
          subsequently corrected the error.                                           
               54   Mr. Fuller only prepared a rebuttal report because he             
          believed the information petitioner provided contained                      
          insufficient and questionable data to determine a precise value             
          for the lease portfolio. Based on the record, we believe the                
                                                             (continued...)           






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