Estate of Helen J. Smith, Deceased, Frederic L. Foill II and Cassandra F. Vallery, Co-Executors - Page 31




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          He took the average of these four numbers, $15,850,750, and                 
          rounded to $16 million as the value of FNBW before application of           
          any discounts.                                                              
                    Discount Based on General Factors                                 
               Mr. Egan applied a 30-percent discount to his figure of $16            
          million because he believed that FNBW was in general less                   
          valuable than the comparable companies from which he derived the            
          ratios.  His report discussed both “qualitative” and                        
          “quantitative” differences between FNBW and the comparable                  
          companies in his list.                                                      
               Mr. Egan relied on two “qualitative” factors:  FNBW’s size             
          and FNBW’s small geographic market.  With respect to FNBW’s size,           
          Mr. Egan stated that FNBW had total assets of $104 million, while           
          the comparable companies had assets of $370 million to $625                 
          million.  In Mr. Egan’s view, smallness gives rise to certain               
          disadvantages:  The small company is less able to weather                   
          financial adversity, to attract top-quality management, to                  
          protect against emergencies, to finance growth, to compete                  
          aggressively, or to maintain depth of management.  With respect             
          to geographic area, the same types of disadvantages apply:  The             
          financial health of FNBW was tied to the economy of Pike County             
          alone, FNBW provided fewer services, and FNBW operated fewer                
          branches.                                                                   








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