Valuation of the Common Stock of:
«Cell│[1]ReportWriter!B3│0││Peachtree Plumbing, Inc»
«Cell│[1]ReportWriter!B4│0││5529 Red Bluff Blvd»
Valuation Date: «Cell│[1]ReportWriter!B5│0│mmmm d, YYYY│June 30, 2009»
Report Dated: «Cell│[1]ReportWriter!B32│0│mmmm d, YYYY│June 30, 2009»
Opinion Letter
«Cell│[1]ReportWriter!B32│0│mmmm d, YYYY│June 30, 2006»
«Cell│[1]ReportWriter!B10│0││Peachtree Plumbing, Inc»
«Cell│[1]ReportWriter!B11│0││Attention: Mr. Mike Jones»
«Cell│[1]ReportWriter!B12│0││Atlanta, Georgia 30329»
Dear «Cell│[1]ReportWriter!B10│0││Peachtree Plumbing, Inc»,
«Cell│[1]ReportWriter!B15│0││I» have performed a valuation engagement, as that term is defined in the Statement on Standards for Valuation Services (SSVS) of the American Institute of Certified Public Accountants, of «Cell│[1]ReportWriter!B3│0││Peachtree Plumbing, Inc». This valuation was performed solely to assist in the matter of «Cell│[1]ReportWriter!B43│0││Federal Estate Tax Return»; the resulting estimate of value should not be used for any other purpose or by any other party for any purpose. This valuation engagement was conducted in accordance with the SSVS. The estimate of value that results from a valuation engagement is expressed as a conclusion of value.
We were restricted or limited in the scope of our work or data available for analysis as follows:
- There were no audited financial statements so we relied on the accuracy of the financial that management gave us.
- The data basis chosen for comparable sales were limited in the size and year for which they sold. Also the data base for the discounts and premiums which were applied was several years old.
Based on our analysis, as described in this valuation report, the estimate of value of minority bases (20,000 shares of 55,000) non-marketable basis of« Peachtree Plumbing, Inc» as of «Cell│[1]ReportWriter!B5│0│mmmm d, YYYY│June 30, 2006» was «Cell│[1]ReportWriter!B24│0││$1,679,000». This conclusion is subject to the Statement of Assumptions and Limiting Condition found in Appendix B and to the Valuation Analyst’s Representation found in Appendix A. We have no obligation to update this report or our conclusion of value for information that comes to our attention after the date of this report.
Viking Valuations or its affiliates has no financial interest or contemplated financial interest in the property that is the subject of this report.
«Cell│[1]ReportWriter!B32│0││June 30, 2006»
«Cell│[1]ReportWriter!B6│0││Jason Allred»
«Cell│[1]ReportWriter!B7│0││Viking Valuations, llc»
Table of Contents
Introduction
Specifics
Definitions
Standard of Value
Premise of Value
Control Characteristics
Marketability Characteristics
Approach
Assumptions
Scope Limitation
Company
History
Capital Structure
Sales Records and Management
Appraisal of Economic Conditions
National Economy
Regional/Local Economy
Industry Outlook
Company historical Balance Sheets
COMPANY COMMON SIZE BALANCE SHEET
Company historical Profit & Loss
COMPANY COMMON SIZE INCOME STATEMENT
RMA Peer Comparisons
Normalization Adjustments
Balance Sheet Adjustments
Income Statement Adjustments
Estimate of Value
Adjusted Book Value Method – Going Concern
Capitalization of Cash Flow Method
Direct Market Data Method:
Conclusion of Value
Appendix A: Valuation Analyst’s Representations
Appendix B: Limiting Conditions
Appendix C: Qualifications of Appraiser
Recent Professional Experience
Appendix D: Sources of Information
Appendix E: Marketability Discount
Empirical Studies
Court Decisions
Appendix F: Glossary
International Glossary of Business Valuation Terms*
Exhibits
EXECUTIVE SUMMARY:
Governing Standard: / Revenue Ruling 59-60Purpose: / Estate or Gift Tax
Standard of Value: / Fair Market Value
Premise of Value: / «Cell│[1]ReportWriter!B29│0││value as a going concern»
Client Name: / «Cell│[1]ReportWriter!B10│0││Peachtree Plumbing, Inc»
Business Name: / «Cell│[1]ReportWriter!B3│0││Peachtree Plumbing, Inc»
Type of Entity: / «Cell│[1]ReportWriter!B28│0││corporation»
Business Interest Valued: / «Cell│[1]ReportWriter!B23│0││36%»
Valuation Date: / «Cell│[1]ReportWriter!B5│0│mmmm d, YYYY│June 30, 2006»
Report Date: / «Cell│[1]ReportWriter!B32│0│mmmm d, YYYY│June 30, 2006»
Appraiser Name: / «Cell│[1]ReportWriter!B6│0││Jason Allred»
Appraiser Firm: / «Cell│[1]ReportWriter!B7│0││Viking Valuations, llc»
Conclusion of Value: / $«Cell│[1]ValueOfInterestAppraised!N25│0││1,679,000»Cell│[1]ReportWriter!BD41
IntroductionPage 1 of 98
Introduction
Specifics
We have performed a valuation engagement, as that term is defined in the Statement on Standards for Valuation Services (SSVS) of the American Institute of Certified Public Accountants, of «Cell│[1]ReportWriter!B3│0││Peachtree Plumbing, Inc». This summary report will provide sufficient information to permit the intended users to understand the data, reasoning, and analyses underlying the valuation analyst’s conclusion of value.
«Cell│[1]ReportWriter!B7│0││Viking Valuations, llc» has been retained by «Cell│[1]ReportWriter!B10│0││Peachtree Plumbing, Inc» to estimate the fair market value of «Cell│[1]ReportWriter!B3│0││Peachtree Plumbing, Inc». «Cell│[1]ReportWriter!B3│0││Peachtree Plumbing, Inc» is a «Cell│[1]ReportWriter!B28│0││corporation» located at «Cell│[1]ReportWriter!B4│0││5529 Red Bluff Blvd» in «Cell│[1]ReportWriter!B33│0││Georgia». Furthermore, an interest of «Cell│[1]ReportWriter!B23│0││36%» is being valued as of «Cell│[1]ReportWriter!B5│0│mmmm d, YYYY│June 30, 2006».
The appraisal will be used by «Cell│[1]ReportWriter!B10│0││Peachtree Plumbing, Inc» for the sole purpose of the settlement of the estate. The distribution of this report is restricted to the «Cell│[1]ReportWriter!B10│0││Peachtree Plumbing, Inc», legal and tax professionals advising «Cell│[1]ReportWriter!B10│0││Peachtree Plumbing, Inc» and any regulatory agencies whereby reporting is required. Any other use of this report is unauthorized and the information included in the report should not be relied upon.
Definitions
Appendix F has a glossary of terms that is applicable to this engagement.
Standard of Value
For estate reasons and in accordance to pertaining statues the most appropriate standard of value choosen for this report is the “fair market value”:
Revenue Ruling 59-60 defines fair market value as:
The amount at which property would change hands between a willing seller and a willing buyer when neither is under compulsion and when both have reasonable knowledge of the relevant facts.
In addition, the hypothetical seller and the hypothetical buyer must be in a pool that has the ability to exercise the right.
Premise of Value
This report is prepared using the premise that the subject company is a going concern. This means that it is presumed that in the future the assemblage of assets, resources and income producing items will continue in use to produce income and cash flow. The subject company is a going concern business enterprise.
Control Characteristics
The business interest valued in this report was a minority interest (36%) owned by Shirley Jones who was the wife of Mike Jones. Because Shirley was the wife she probably had more control over capital structure, payroll and other aspects than if another person owned her interest. If her interest was owned by someone outside the immediate family there would be very limited control characteristics, however a 36% interest (over 1/3 of company) in a company does have greater control characteristics than someone who owns less than a quarter of the company. Someone who owns over 1/3 of a company is going to want to play a big role in the direction of the company including the capital structure. It would be wise for the controlling interest holder to work with the owner of this minority interest, therefore creating some control out of the politics of how big of stake 36% interest is despite it being a minority interest. See section “application of minority interest discount” under the “Estimated of Value” chapter for further details.
Marketability Characteristics
The marketability characteristics of the subject interest are non-liquid and had very little marketability characteristics. Some of the marketable characteristics would include good management and a 17 year track record. What really limited the marketability of the company is a no dividend policy now or in the future, transfer restrictions (Right of first refusal), not a public company, and the actual transference of good-will that goes with Mike Jones reputation and associations. See section “application of lack of marketability discount” under the “Estimate of Value” chapter for further detail.
Sources of Information
The primary sources of information were research on the economy, industry and company, analysis of financial statement and interviews with key people. Please see Appendix D for a complete listing.
Approach
Revenue Ruling 59-60 states:
.01 It is advisable to emphasize that in the valuation of the stock of closely held corporations or the stock of corporations where market quotations are either lacking or too scarce to be recognized, all available financial data, as well as all relevant factors affecting the fair market value, should be considered. The following factors, although not all- inclusive are fundamental and require careful analysis in each case:
(a) The nature of the business and the history of the enterprise from its inception.
(b) The economic outlook in general and the condition and outlook of the specific industry in particular.
(c) The book value of the stock and the financial condition of the business.
(d) The earning capacity of the company.
(e) The dividend-paying capacity.
(f) Whether or not the enterprise has goodwill or other intangible value.
(g) Sales of the stock and the size of the block of stock to be valued.
(h) The market price of stocks of corporations engaged in the same or a similar line of business having their stocks actively traded in a free and open market, either on an exchange or over-the-counter.
«Cell│[1]ReportWriter!B17│0││My» approach gives careful consideration to all these factors.
There are three basic approaches to value.
Asset Based Approach: A general way of determining a value indication of a business’s assets and/or equity using one or more methods based directly on the value of the assets of the business less liabilities.
Income Approach: A general way of determining a value indication of a business’s assets and/or equity using one or more methods wherein a value is determined by converting anticipated benefits.
Market Approach: A general way of determining a value indication of a business’s assets and/or equity using one or more methods that compare the subject to similar investments that have been sold.
The various methods of valuation that appraisers use in practice are typically considered as subdivisions of these broad approaches. Valuation methods under the Market and Income approaches generally contain common characteristics such as measures of earning power, discount rates and/or capitalization rates and multiples.
Assumptions
There are several key assumptions that this report relies on. Some of these include that the key personnel especially, Mr. Jones remains with the company. Other assumptions include no adverse changes in government regulation with respect to budgets for government contracts as well as no pending liabilities.
This valuation report has been prepared in accordance with the Statement on Standards for Valuation Services (SSVS) of the American Institute of Certified Public Accountants. In accordance with these standards, Assumptions and Limiting Conditions are provided as Appendix B and a Statement of Appraiser Qualifications is included in Appendix C.
Scope Limitation
The scope of this valuation engagement report was limited. «Cell│[1]ReportWriter!b20│0││I was» engaged to perform a valuation for «Cell│[1]ReportWriter!B3│0││Peachtree Plumbing, Inc» with the intent of ascertaining an opinion of value. However, «Cell│[1]ReportWriter!B21│0││I was» limited to the information that was provided as of «Cell│[1]ReportWriter!B5│0│mmmm d, YYYY│June 30, 2006» regarding updated data basis for discounts and premiums for control interest, and there was no independent verification of data nor was there any audited financials. I had to rely and the accuracy of the data and financials submitted by management. If more information were available to «Cell│[1]ReportWriter!B18│0││me», matters may have come to «Cell│[1]ReportWriter!B19│0││my» attention that could have a material impact on the opinion of value contained in this report.
Accordingly, «Cell│[1]ReportWriter!B19│0││my» level of assurance on the estimate of value is reduced. This report is not intended to serve as a basis for expert testimony in a court of law or other governmental agency without further analysis and resulting documentation.
Company
History
Peachtree plumbing, Inc is a plumbing contracting company. Mike Jones father, Reginald Jones, founded the company in Atlanta, Georgia in 1989. The company remained fairly small until 2000 when the founder, Reginal Jones died and Mike & Shirley Jones and their family inherited the company. Mike and Shirley have been more aggressive in their marketing of the company to the general construction trade. The company is located in their own facilities, which are owned by the Jones Family Limited Partnership and leased back to the company which allows them to be flexible with the lease rates. The facility is adequate for further expansion and it is in excellent shape. In the last quarter of 2003 the company realized some economies of scale by branching out into the residential plumbing sector (instead of just commercial) which greatly increased their revenue and net margins. The company has a great reputation and Mike Jones is well known throughout the business. The primary market for the company’s services is the general construction markets of Georgia and Northern Florida, with the major share of its business coming from the Atlanta Area. The market for these services is moderately large and stable. Most of the company’s services are marketed through the reputation of the company as well as through Mike’s association and reputation through construction trades organizations. Mike uses the “green sheet” to keep abreast of the construction work in the areas the company services. The company has issued one class of common stockin the amount of 55,000 shares. Mike & Shirley Jones owns 91% of the company and their two children Mark and Jill own the remaining 9 %. Each share of stock carries one vote so Mike Jones can have majority vote because he owns more than 50% of the shares. Historically there have been neither prior sales transactions of common stock nor any related party transactions of company interest.
Nature of the Business
The company focuses on plumbing construction for residential and commercial application. Their core competency is in the rough plumbing on new construction.Peachtree Plumbing inc. now has gross sales of $7,295,000 and employs 51 people. The employee turnover rate is very low by industry standards, which implies a high degree of employee satisfaction, a relative constant level of construction work, and low employee costs. Peachtree offers great competitive benefits along with competitive wages. The Company’s production workers have excellent skills and are paid accordingly. There is an adequate supply of labor in the area when occasional help is needed and the compensation for these individuals is average for the area. The company operates as a union shop and does not make its employees sign a non-compete. Entry into this type of specialized construction is moderately difficult as it takes large sums of money and equipment. Exit, on the other hand, is relatively easy. Given the small level of market share that Peachtree owns (1/5 of 1%) the threat of new entry is minimal because of how much market share is still available for Peachtree to try and win over.
Products or Services
Peachtree products include supplying all commercial and residential plumbing parts from rough plumbing to finished products. The company doesn’t manufacture the products but plays as a middle man in the mark-up chain; however most of the revenues come from their services they provide on new construction contracts for plumbing installation. There appears to be no proprietary content or technology owned or used by the company. The company’s products and service don’t differ much from its competitors, except for the quality of service performed and reputation, in which Peachtree is considered to be in the top rankings for quality of service and reputation.
Operating and Investment Assets
The bulk of the companies operating and investments assets come from there working capital and their investments in short term securities (30 day reset bonds). A big percentage of these assets are held in the company’s name for tax purposes but are not important to the daily operations of the company. Another large asset the company has in the adjacent land which is held for investment with the intent to expand the facility to that lot at a future date. Other operating assets include equipment at the facility that assembles certain plumbing equipment to specs of the customer. Other assets include vehicles and trucks.
Capital Structure
The company has sufficient working capital and marketable securities in excess of what it needs. There seems to be no need of capital expenditure for equipment or facility expansion in the next 3-5 years. Financial statements for Peachtree Plumbing, Inc. are prepared monthly on an accrual basis. Income tax returns are also filed on an accrual basis. The financial statements are compiled by an outside CPA, and are available seven days after the end of each month. Tax planning is done annually and the company’s financial plan is updated quarterly. The Company’s banking relationship is excellent. The company has a $500,000 credit line at their bank, which they rarely, if ever, need to use.
Sales Records and Management
The sales of the company increased substantially starting in 2003 when Peachtree decided to use their good name and contacts to expand into the residential market place. This synergy play worked well and has given management a good reputation. Management has also spent more time and energy in a marketing campaign to broaden their market share as well. Currently Peachtree’s estimated market share where it operates is around .157% which is a very small part of the market; however there is great opportunity for gaining more market share which would make the company more valuable. The company has no single large customer because of the nature of the business. Management below the owner level is very good and capable. They are quite capable of doing their own jobs without a lot of supervision or control. The owners Mike and Shirley Jones work 100% of the time in the business where Mike takes care of the bidding, marketing and supervision and Shirley is an office manager. No other family members (owners) work for the company. Other top management includes Don Smith who is a construction manager, Jack Sxhwartz who is the lead estimator, Steve Gonzalez who is the maintenance foreman, and David Black who is the controller.