Johann T. and Johanna Hess - Page 24

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          Mr. Engstrom’s Expert Opinion                                               
               Mr. Engstrom concluded that the fair market value of a                 
          minority interest in the common stock of HII, as of November 15,            
          1995, was $269,000 per share.24  He relied upon four valuation              
          methods, and he applied varying weights to the per share values             
          computed under those methods, to arrive at the fair market value            
          of $269,000 per share:                                                      
          Valuation Method              Per Share Value   Weight Applied              
          Net asset value method              $119,000               10%              
          Prior stock transaction method329,500               40                      
          Stockholder agreement method         380,000               10               
          Guideline public company method      219,000               40               







               23(...continued)                                                       
          Indeed, respondent points out that the adjustment for the alleged           
          understatement accounts for the biggest difference between the              
          values derived by Mr. Heebink in his market comparable analysis             
          and by Mr. Engstrom in his guideline companies analysis.                    
          Respondent submits that without this adjustment, HII’s debt-free            
          earnings would have increased by approximately $1.5 million                 
          ($2.46 million x 39-percent income tax rate) to a total of $3.9             
          million ($2,434,000 + $1.5 million); after applying his current             
          earnings multiplier of 10.7 to the $1.5 million increase, total             
          enterprise value would have increased approximately $16 million             
          or $160,000 per share before discounts; and its per share value             
          would have increased to $223,000 after applying a 15-percent                
          minority discount and a 30-percent marketability discount.                  
               24The report that Mr. Engstrom prepared was the second                 
          report that Philip Schneider & Associates, Inc., prepared for               
          respondent.  The first report arrived at a value of $253,000 per            
          share, the amount that respondent determined in the statutory               
          notices of deficiency issued to petitioners.                                




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