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          includes low-end Charmat and transfer process brands.  Moreover,            
          we find no evidence in Korbel’s recent sales history to justify             
          an assumed 4.5-percent sales growth for 1999 and thereafter.                
                    b.  Operating Margin                                              
               Dr. Bajaj’s projected annual operating (pretax)7 margin                
          (total revenues less cost of goods sold, excise taxes,                      
          depreciation, officers’ compensation, and selling, general, and             
          administrative expenses (SG&A)) for 1995 and all subsequent years           
          is 12 percent of sales revenues.  He bases his projection upon              
          the 5-year simple average of operating margins for the 1990-1994            
          period.  Dr. Spiro’s projected annual operating margin for 1995-            
          1999 and subsequent years is 13.3 percent of sales revenues.                
          Dr. Spiro computes each element of cost entering into his                   
          projection of operating margin separately, in some cases based              
          upon 2-year averages, in others, based upon 5-year averages.  In            
          computing average annual SG&A for 1990-1994, Dr. Spiro fails to             
          include $420,000 of promotional expenses incurred by Korbel in              
          1993, which Dr. Spiro attributes to the launching of a new                  
          product (Armstrong Ridge champagne).  Dr. Spiro considers that to           
          be a special, nonrecurring cost that, in future years, will be              
          borne by Brown-Forman pursuant to the Brown-Forman agreement.  We           
          do not agree with Dr. Spiro’s treatment of the 1993 promotional             
               7  The parties agree that the only tax applicable to the               
          income of Korbel is California’s 1.5-percent income tax on                  
          S corporations.                                                             
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