May T. Rakow - Page 22




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          $5.2 million for IHC.  Respondent’s expert testified that a                 
          material difference in the results produced by the market                   
          comparable and discounted cash-flow approaches--which he defined            
          as a difference of approximately 25 to 30 percent--would suggest            
          that there was something “inherently wrong” that would cause him            
          to review his assumptions.  The difference between the values               
          indicated by the discounted cash-flow approach (as herein                   
          adjusted) and the market comparable approach is $1.4 million, or            
          approximately 39 percent.  Respondent’s expert further testified            
          that as between the two valuation methods he used, the discounted           
          cash-flow analysis was “more significant” than market                       
          comparables, based on his personal experience and his review of             
          industry literature.  In addition, we note that respondent’s                
          expert’s use of the market comparable approach required him to              
          make numerous adjustments to the ratios derived from the publicly           
          traded comparables, in an effort to account for the substantially           
          smaller size of IHC and certain Generally Accepted Accounting               
          Principles applied to the financial reports of public companies.            
          These adjustments appeared, in the end, somewhat arbitrary; in              
          any event, respondent’s expert conceded that they were based on             
          his subjective determinations.  In the Court’s view, the                    
          adjustments necessitated by the size difference between IHC and             
          the publicly traded comparables render the market comparable                
          approach inherently more prone to error.  On the basis of these             





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