John E. Wall - Page 31




                                       - 31 -                                         

          Schroeder is associated with the St. Louis area office of Mentor            
          Valuations, Inc.  Like Ms. Walker, Mr. Schroeder is a member of             
          the American Society of Appraisers and holds the Accredited                 
          Senior Appraiser (business valuation) designation.  Mr.                     
          Schroeder’s report employed both a guideline public company                 
          approach and an income-based approach to appraise the value of              
          the Demco stock.                                                            
               Mr. Schroeder’s Guideline Company Approach                             
               Except for its treatment of the media note (discussed                  
          immediately below) and its conclusion as to value, Mr.                      
          Schroeder’s guideline company approach was quite similar to Ms.             
          Walker’s.  In fact, Mr. Schroeder used Ms. Walker’s calculations            
          of Demco’s net revenues and net income as the starting point for            
          the derivation of his performance measures.  He also used two of            
          the guideline companies chosen by Ms. Walker, Educational                   
          Development Corporation and Library Bureau, Inc.  However, Mr.              
          Schroeder used only four performance measures and three guideline           
          companies to derive Demco’s value; this is far fewer than the 12            

               21(...continued)                                                       
               There are only two material differences in methodology                 
          between the two versions of Mr. Schroeder’s report.  First, in              
          his 1999 report, Mr. Schroeder treated the media note as a                  
          nonoperating asset (see infra p. 32); he had not been able to do            
          this in his 1996 report due to a lack of financial data. Second,            
          in his 1999 report Mr. Schroeder gave his income-based value for            
          Demco’s stock approximately twice the weight of his market-based            
          value; he had given his income and market-based values                      
          approximately equal weight in his 1996 report.                              





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