Johann T. and Johanna Hess - Page 41

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          financial information in purchasing stock of a company.  However,           
          we also believe that a hypothetical buyer would consider a                  
          company’s historical earnings placing greater emphasis on                   
          relevant information from the more recent years.  This is                   
          especially true of companies, such as HII, which are in cyclical            
          industries and use the completed contract method of accounting.             
          In these circumstances, the use of longer periods of time or                
          averages over “a peak to trough sort of cycle” would seem                   
          preferable.  Thus, we agree with petitioners that reliance solely           
          on financial information for one particular year might overstate            
          the fair market value of stock in a company.  At the same time,             
          reliance on more recent financial information might be justified            
          in certain circumstances.38  For example, Mr. Engstrom testified:           


               38We also point out that Rev. Rul. 59-60, sec. 4.02(d),                
          1959-1 C.B. at 241, states on the subject of future earning                 
          power:                                                                      
               Potential future income is a major factor in many                      
               valuations of closely-held stocks, and all information                 
               concerning past income which will be helpful in                        
               predicting the future should be secured.  Prior                        
               earnings records usually are the most reliable guide as                
               to the future expectancy, but resort to arbitrary five-                
               or-ten-year averages without regard to current trends                  
               or future prospects will not produce a realistic                       
               valuation.  If, for instance, a record of progressively                
               increasing or decreasing net income is found, then                     
               greater weight may be accorded the most recent years’                  
               profits in estimating earning power.  * * *                            
          Rev. Rul. 59-60, supra, “has been widely accepted as setting                
          forth the appropriate criteria to consider in determining fair              
          market value”.  Estate of Newhouse v. Commissioner, 94 T.C. at              
                                                             (continued...)           




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