Estate of William J. Desmond, Deceased, Donn Kemble, Executor - Page 9




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               HML determined the unadjusted value under the income method            
          was $8,109,000.  Under this method, HML determined the present              
          value of Deft's future cash flows for the 5 years following the             
          valuation date ($4,271,000) and the present value of a terminal             
          value computed for the fifth year ($3,838,000) using a 19-percent           
          discount rate.  HML added these present values together to find             
          the unadjusted value under this method.                                     
               Under the market method, HML examined eight publicly traded            
          companies primarily engaged in the manufacture and sale of paint            
          and coatings.  These companies had similar distribution channels            
          to Deft, earned a profit over the last fiscal year, and possessed           
          similar business and financial characteristics to Deft.  HML                
          focused on the two companies that were most similar to Deft--Grow           
          Group and Pratt & Lambert.  HML determined the average price to             
          earnings multiple for each of the two companies.                            
               Although these two companies were the most similar to Deft,            
          they were significantly larger than Deft in terms of sales, total           
          assets, and total market capitalization.  Given these                       
          differences, HML applied a 30-percent downward adjustment to the            
          average market multiple of the two guideline public companies.              
          HML also added a 25-percent control premium to account for the              
          fact that HML derived the multiples from information pertaining             
          to minority interests.  HML determined that the unadjusted value            
          under the market method was $10,410,000.                                    
               After determining the unadjusted value under each of the               
          above methods, HML weighted each of the methods equally and found           

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