Johann T. and Johanna Hess - Page 37

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          year covenant had a value of $2 million.  Instead, we believe               
          that the value of the 8-year covenant was less, and the value of            
          the redeemed stock was much greater than the amounts determined             
          by Mr. Heebink.                                                             
               Guideline Companies Analysis                                           
               Mr. Engstrom also relied upon a guideline companies analysis           
          based on comparisons with publicly traded stocks.  He determined            
          that the fair market value of HII stock was $29,197,000 on a                
          minority, marketable basis.  After applying a marketability                 
          discount of 25 percent, Mr. Engstrom determined the fair market             
          value of HII stock to be $21.9 million, or $219,000 per share.              
          He gave a significant amount of weight, 40 percent, to the value            
          resulting from the guideline companies analysis.                            
               In his guideline companies analysis, Mr. Engstrom relied               
          solely on price/earnings ratios (P/E ratio(s)) to compare HII to            
          the guideline companies.34  Petitioners argue that Mr. Engstrom’s           
          use of P/E ratios to compare HII to the guideline companies was             
          erroneous.  They claim that P/E ratios are a “crude measure” for            
          calculating value and do not consider important differences in              
          interest levels, tax levels, and depreciation levels between the            
          subject company (HII) and the guideline companies.  Petitioners             


               34Mr. Engstrom determined the P/E ratios from Value Line               
          Investment Survey, a publication that does not provide                      
          information for other measures of performance such as EBIT                  
          (earnings before interest and taxes) and EBITDA (earnings before            
          interest, taxes, depreciation, and amortization).                           




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