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Document Preview Business Valuation and Financial Advisory Services |
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Title: |
Business Valuation and Financial Advisory Services |
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Entities: |
A.M. Castle & Co.; Friedman Industries Inc.; Metals USA Inc.; Olympic Steel Inc.; Reliance Steel & Aluminum Co.; Steel Technologies Inc.; Worthington Industries Inc.; Cronkite & Kissell; Marilyn A. Schroeder; Coeur D Alenes Co /ia/ |
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Date: |
2002 |
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Size: |
Preview shows 8KB of 106KB total |
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Price: |
$57 |
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ID: |
#163944 |
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{TEXT}
BUSINESS VALUATION AND FINANCIAL ADVISORY SERVICES
CRONKITE & KISSELL
November 15, 2001
Marilyn A. Schroeder
Chief Financial Officer
The Coeur d'Alenes Company
3900 East Broadway I
Spokane, WA 99202
Dear Ms. Schroeder:
At your request, we have appraised the fair market value of the common stock of
The Coeur d'Alenes Company ("Coeur d'Alenes" or the "Company") as of August 31,
2001.
It is our understanding that you are contemplating a reverse stock split that
would reduce outstanding shares and result in the buy-out of approximately 300
to 400 minority shareholders. Your objective is to effect the buy-out on the
basis of a fair market value assessment by an independent valuation firm.
The term "fair market value," as used herein, is defined as the price at which
an asset would change hands between a willing buyer and a willing seller when
the former is not under any compulsion to buy and the latter is not under any
compulsion to sell, and both parties are able, as well as willing, to trade and
are well-informed about the asset and the market for that asset.
It is the understanding of Cronkite & Kissell, upon which it is relying, that
the Company' s Board of Directors and any other recipient of the appraisal will
consult with and rely solely upon their own legal counsel with respect to said
definitions. No representation is made herein, or directly or directly by the
appraisal, as to any legal matter or as to the sufficiency of said definitions
for any purpose other than setting forth the scope of Cronkite & Kissell's
appraisal hereunder.
In connection with this appraisal, we have made such reviews, analyses and
inquiries as we have deemed necessary and appropriate under the circumstances.
Among other things, we have:
1. met with certain members of the senior management of the Company to
discuss the operations, financial condition, future prospects and projected
operations and performance of the Company;
2. reviewed the Company's internally-prepared financial statements for
the eleven months ended August 25, 2000 and 2001 and the audited financial
statements for the five fiscal years ended September 30, 2000;
3. reviewed publicly available financial data for certain companies that
we deem comparable to the Company; and
4. conducted such other studies, analyses and inquiries as we have
deemed appropriate.
We have relied upon and assumed, without independent verification, that there
has been no material change in the assets, financial condition, business or
prospects of the Company since the date of the most recent financial statements
made available to us.
We have not independently verified the accuracy and completeness of the
information supplied to us with respect to the Company and do not assume any
responsibility with respect to it. We have not made any physical inspection or
independent appraisal of any of the properties or assets of the Company.
All valuation methodologies that estimate the worth of an enterprise as a
going-concern are predicated on numerous assumptions pertaining to prospective
economic and operating conditions. Our opinion is necessarily based on
business, economic, market and other conditions as they exist and can be
evaluated by us as of the valuation date. Unanticipated events and
circumstances may occur and actual results may vary from those assumed. The
variations may be material.
Based upon the investigation, premises, provisos, and analyses outlined above,
it is our opinion that, as of August 31, 2001, the fair market value of the
common stock of Coeur d'Alenes on an aggregate minority interest basis is
reasonably stated in the amount of FOUR HUNDRED FORTY FOUR THOUSAND DOLLARS
($444,000) or approximately $.08 per share based on 5,340,804 common shares
issued and outstanding.
The accompanying exhibits more fully present the premises, analyses and logic
upon which the opinion is founded. The abbreviated format of the appraisal may
not conform to specific guidelines set forth in the Uniform Standards of
Professional Appraisal Practice (U.S.P.A.P.) pertaining only to the narrative
content of reports. Nonetheless, our work files contain all necessary analyses
and documentation to prepare a conforming narrative report, if so requested,
and our work product is otherwise in compliance with applicable standards of U.
S.P.A.P. Before relying upon the appraisal, the accompanying documentation and
exhibits should be read and analyzed in their entirety.
CRONKITE & KISSELL Cronkite & Kissell
Attachments
www.ckvalue.com
Tel: 3I0.284.3131 Fax: 3I0.362.8886
1888 Century Park East, Suite 1900 Los Angeles, California 90067
LIMITING FACTORS AND OTHER ASSUMPTIONS
In accordance with recognized professional ethics, the professional fee for
this service is not contingent upon Cronkite & Kissell's conclusion of value,
and neither Cronkite & Kissell nor any of its employees has a present or
intended financial interest in the Company.
The opinion of value expressed herein is valid only for the stated purpose and
date of the letter.
The conclusions are based upon the assumption that present management would
continue to maintain the character and integrity of the enterprise through any
sale, reorganization, or diminution of the owners' participation.
This letter and the conclusions arrived at herein are for the exclusive use of
the Company. Furthermore, the letter and conclusions are not intended by the
author, and should not be construed by the reader, to be investment advice in
any manner whatsoever. The conclusions reached herein represent the considered
opinion of Cronkite & Kissell based upon information furnished to it by the
Company and other sources. The extent to which the conclusions and valuations
arrived at herein should be relied upon, should be governed and weighted
accordingly.
No opinion, counsel or interpretation is intended in matters that require legal
or other appropriate professional advice. It is assumed that such opinions,
counsel or interpretations have been or will be obtained from the appropriate
professional sources.
CERTIFICATION
The undersigned hereby certifies that we have no present or contemplated future
interest in the property that is the subject of this opinion and have no
personal interest or bias with respect to the parties involved; neither our
employment nor our compensation in connection with this with this opinion is in
any way contingent upon the conclusions reached or values estimated and
reflects our personal, unbiased professional judgment; this appraisal has been
prepared in conformance with the "Uniform Standards of Professional Appraisal
Practice" except as noted herein; no person or persons other than those
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