Estate of Richie C. Heck, Deceased , Gary Heck, Special Administrator - Page 17




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          Dr. Spiro considered the remaining two companies, Mondavi and               
          Canandaigua, comparable to Korbel.                                          
               Dr. Spiro valued Korbel’s stock under the guideline company            
          method (as of the valuation date), by reference to the 1994                 
          fiscal yearend price to earnings (P/E) and price to operating               
          cashflow (P/OCF) ratios for Mondavi and Canandaigua.  For                   
          Mondavi, those ratios, when reduced to multiples (of earnings and           
          OCF, respectively), were 17.51 and 9.57 and, for Canandaigua,               
          they were 22.09 and 14.54.  Dr. Spiro based Korbel’s                        
          corresponding multiples on Mondavi alone, but he “adjusted” them            
          downward, to a P/E multiple of 13 and a P/OCF multiple of 8, “to            
          account for Korbel’s additional risk factors” (i.e., the                    
          differences, discussed below, between Korbel and the guideline              
          companies in terms of size, product mix, consumption patterns,              
          etc.).  Those derived multiples were applied, and a mean value              
          was determined, which mean, $86,945, was Dr. Spiro’s valuation              
          (before discounting) of each share of Korbel under his market               
          approach.                                                                   
                    2.  Comparability                                                 
               Dr. Spiro treated Mondavi and Canandaigua as comparable                
          (guideline) companies despite acknowledging that, in many                   
          significant respects, they differ markedly from Korbel.                     
               Size:  In 1994, in terms of both revenue and total assets,             
          Canandaigua was approximately 10 times as large as Korbel.                  






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