Michael T. Caracci and Cindy W. Caracci, et al. - Page 46




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          of MVIC upon an informed estimate of the value of invested                  
          capital (i.e., long-term debt plus owner’s equity) that would               
          produce the known revenues.  For 1995, his calculations showed              
          that invested capital of $11.3 million would produce the reported           
          $45,209,000 in revenue that the Sta-Home tax-exempt entities                
          generated.  Some part of this MVIC is readily discernible; it               
          includes $500,000 of long-term debt.  Additionally, as we have              
          explained, it also includes the $4.1 million of deferred wages              
          that functioned as long-term debt for the companies.  As earlier            
          observed, however, a buyer would have to include as part of the             
          purchase price not only the value of the invested capital, the              
          MVIC, but also the current liabilities that the purchased company           
          would have to pay.  Wilhoite accordingly added current                      
          liabilities of $11,475,000 from the Sta-Home tax-exempt entities’           
          balance sheets to his calculated MVIC of $11.3 million.  That               
          amount of current liabilities, however, includes $4.1 million of            
          withheld wages that operate as long-term debt and thus form part            
          of the MVIC.  To avoid duplicating this $4.1 million figure in              
          arriving at a fair market value for the companies, we believe               
          that it should be excluded from current liabilities.  (Removing             
          $4.1 million from current liabilities, however, also restores the           
          $2,020,000 working capital shortfall resulting from the failure             
          of current assets to match current liabilities.  Accordingly,               
          there is no longer a need to reduce the asset value by the amount           






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