1. Presentation to Experienced Business Appraiser Group IPCPL Ko=FCFF/P+g In the land of the blind the one eyed man is king Erasmus of Rotterdam, circa 1510 By: Peter Butler and Bob Dohmeyer February 19, 2013

2. IPCPL Ko=FCFF/P+g In the land of the blind the one eyed man is king Erasmus of Rotterdam, circa 1510 Agenda Review Flaws of Build-up Review Fatal Flaws of Build-up Description of IPCPL IPCPL Restaurant Valuation Example

3. IPCPL Housekeeping Items IPCPL Very Recently Developed o At this Point, use as a Diagnostic Tool for Litigation to Adjust and Test Other Models o Use IPCPL to Test Opposing Expert Ko for Bias/Error o For Non-Litigation or Preliminary Litigation Analysis use as Primary or Independently IPCPL = Substantial Improvement over Current (Blind) Models IPCPL Like All Models is Not Perfect Discussion is for Control Interest of a Small Privately Held Business ($5Million FMV and Less) Dr. Damodaran Quotes More Info: Biz-app-solutions.com. o IPCPL model Download

4. Why Should I Use The IPCPL? Dr. Damodaran calls the build-up method a recipe for disaster In a galaxy far far away, where unicorns prance on the back of the Loch Ness monster and privately-held companies have access to public equity markets, appraisers estimate cost of capital by...(using returns of publicly traded equity securities) In a recent Pepperdine survey, 78% of respondents did not feel comfortable with our industrys current cost of capital methods, using returns on publicly traded equity securities

5. Why Should I Use The IPCPL? Gesoff v. IIC Industries: This court has also explained that we have been understandably suspicious of expert valuations offered at trial that incorporate subjective measures of company-specific risk premia, as subjective measures may easily be employed as a means to smuggle improper risk assumptions into the discount rate so as to affect dramatically the experts ultimate opinion on value. Court of Chancery of Delaware, New Castle County 902 A.2d 1130 (2006).

6. Why Should I Use The IPCPL? IPCPL solves the following problems: o What Tax Rate? - PTE Taxes o Liquidity Adjustment o Equity Risk Premium ERP o Higher & Priced Unsystematic Risk o Higher Systematic Risk o Extrapolation of Small Stock Premium o Cash Add-Back o Unlevering / Relevering Beta

7. Finance PhD & Cost of Capital Guru on the IPCPL I have not had time to circle back and really study and fully understand the IPCPL and take the time to go over with Bob, but the basic concept and approach is sound. I think it provides a far more objective and empirical basis for deriving private cost of capital given the issues Bob just noted above. As with all implied cost of capital calculations (including Damodaran's) the devil is in the details of the assumptions used to derive them but the results conform to our own internal observations and unpublished work on this issue.

8. What Tax Rate? Marginal Investor: Asset Sale to PTE / Owner Operator vs. Public C-Corp o FMV Independence of Seller Tax, etc. Attributes. 'Valuation of Pass-Through Entities: Looking at the Bigger Picture' Keith F. Sellers and Nancy J. Fannon From the Paper: "Where private market valuation today treats shareholder taxes as directly correlated to value, such treatment is a very far leap from that which is demonstrated by empirical research. At the very least, this should indicate to private market analysts the need to carefully consider offsets and other associated risks when different tax schemes than that which exists in the public market return are assumed. Like all risks that affect value, this can be demonstrated perhaps most effectively through the cost of capital."

9. Low Liquidity Adjustment Dr. Damodaran Defines Liquidity as: When you buy a stock, bond, real asset or a business, you sometimes face buyers remorse, where you want to reverse your decision and sell what you just bought. The cost of illiquidity is the cost of this remorse. In the case of publicly traded stock in a heavily traded company, this cost should be small. It will be larger for stock in a small, over-the counter stock and will escalate for a private business, where there are relatively few potential buyers.

10. Low Liquidity Adjustment One way of capturing the cost of illiquidity is through transactions costs, with less liquid assets bearing higher transactions costs (as a percent of asset value) than more liquid assets. The trading costs associated with buying and selling a private business can range from substantial to prohibitive, depending upon the size of the business, the composition of its assets and its profitability. There are relatively few potential buyers and the search costs (associated with finding these buyers) will be high. In fact, if the investor buying it from you builds in a similar estimate of transactions cost she will face when she sells it, the value of the asset today should reflect the expected value of all future transactions cost to all future holders of the asset. Dr. Damodaran Continued:

11. Low Liquidity Adjustment In conventional valuation, there is little scope for showing the effect of illiquidity. The cash flows are expected cash flows, the discount rate is usually reflective of the risk in the cash flows and the present value we obtain is the value for a liquid business. With publicly traded firms, we then use this value, making the implicit assumption that illiquidity is not a large enough problem to factor into valuation. In private company valuations, analysts have been less willing (with good reason) to make this assumption. The standard practice in many private company valuations is to apply an illiquidity discount to this value. But how large should this discount be and how can we best estimate it? This is a very difficult question to answer empirically because the discount in private company valuations itself cannot be observed. Dr. Damodaran continued:

12. Higher Systematic Risk Lower Margins The Intertemporal Flaw of CAPM While it would be foolhardy to attribute all of the well documented excess returns that have been associated with owning small market capitalization and low price to book stocks to illiquidity, smaller and more distressed companies (which tend to trade at low price to book ratios) are more illiquid than the rest of the market (Dr. Damodaran) The Value / Distress Premium - Fama French Three Factor Model

13. Small Stock Premium

14. Approximately ½ of companies in smallest percentiles lose money Small companies tend to be small(er) because they are disproportionately distressed The key is to avoid double counting the cost of illiquidity since some of the small stock premium may be compensation for the illiquidity of small cap companies. DD While it would be foolhardy to attribute all of the well documented excess returns that have been associated with owning small market capitalization and low price to book stocks to illiquidity, smaller and more distressed companies (which tend to trade at low price to book ratios) are more illiquid than the rest of the market. DD Liquidity and or Intertemporal Flaw of CAPM

15. Higher & Priced Unsystematic Risk Publicly Traded vs. Small Privately Held Business Diversification # Products # Regions Depth of Management Current Practice = Guess (Total Beta) theoretically applies if you have an investor who is completely undiversified, but you never have that kind of buyer in the real world. At the other end of the spectrum, beta applies for totally diversified investors. Investors in private companies are somewhere in between. (Dr. Damodaran) Typical small privately held business TB = 3.0 Approx. vs. ERP S&P 500 1.0

16. Current Build-Up Practice Reliability Dr. Damodarans Recipe for Disaster: Valuation of Company With Typical Risks - Same $6 mil Company, Two Appraisers RF 4.0% RF 2.2% ERP 5.0% Small Stock 4.0% AVG CSR 2.0% ERP 6.0% Small Stock 6.0% Liquidity 2.0% AVG CSR 4.0% Both assume same EVERYTHING, but: Appraiser A = 21.0% = $2.1Million Appraiser B = 11.2% = $4.5Million FCFF G magnifies discrepancy IPCPL (empirically tethered to reality) Both Appraisers: same empirical estimate of FMV PTE -2.0% PTE -1.0% Judge/Jury/ Executioner

17. What Would Dr. Damodaran Do? WWDDD 100% of Kristin Kandy ($3million in Revenue) Dr. Damodaran does not use a small stock premium or Company Specific Risk (CSR) adjustment Uses ERP, TB and Liquidity Adjustment o No Small Stock premium o No CSR Adjustment

18. What Would Dr. Damodaran Do? WWDDD …..(Total beta)….., Professor Aswath Damodaran (NYU Stern School of Business) acknowledged during his day-long presentation at the 26th annual Valuation Roundtable of San Francisco held last Friday in Berkeley, Calif. It theoretically applies if you have an investor who is completely undiversified, but you never have that kind of buyer in the real world. At the other end of the spectrum, beta applies for totally diversified investors. Investors in private companies are somewhere in between. Damodaran also freely allowed that there are dark and difficult areas in the field of private company valuation that even he has not yet explored. Liquidity? Marketability? Discounts? Premiums? Fundamentally, these qualitative factors must at some point show up quantitatively in the cash flows because there are no qualitative dollars, he reminded attendees, only quantitative dollars. But how large should this (liquidity) discount be and how can we best estimate it? This is a very difficult question to answer empirically because the discount in private company valuations itself cannot be observed. The Land of the Blind Unsystematic Risk : (diversification) somewhere in between Illiquidity: (very significant but) cannot be observed Taxes

19. Market Approach Completed Transactions Pratt Stats/BizComps – Market Approach No problem for: o What Tax Rate? o Liquidity Adjustment o Equity Risk Premium o Priced & Higher Unsystematic risk o Higher Systematic risk o Small Stock Premium Extrapolation / Double Counting o Unlevering and Relevering Beta Cash Add-Back No Problem Because They are Truly Comparable – Size etc

20. IPCPL = Ko= FCFF /P + g The IPCPL aggregates 500 small private company transactions and directly estimates the aggregate pre-tax IRR. This IRR aka ex ante approach is fundamentally the same as Dr. Damodarans equity risk premium approach. By using prices paid (FMV) for small privately held companies, all of the above public security return extrapolation issues are rendered moot. Effects of Liquidity, unsystematic risk, taxes etc. are reflected in the (FMV) clearing prices paid for the businesses

21. IRR Aggregation of the IPCPL 500 ( $ Millions - 500 Private Company Transactions Combined) Revenue TTM $2,943 %Revenue Operating Income TTM 239 8% Fair Market Value To (1) $1,439 49% Operating Book Capital TTM (2) 586 20% Aggregate Revenue Growth (3) 2.44% Holding above relationships constant: o FCFF T1 = $239 * 1.0244 - ($586 * 2.44%) = $230 o Ko (4) = FCFF1/P + g = $230/$1,439 + 2.44% = 18.4% = IRR

22. Transaction Data Reliability

23. IPCPL - The Line (Curve) Point 1 – $5.9 Million Using Above Private Co. Aggregate IRR Point 2– $150 Million ETF IWC Comp (Using Fama French/CAPM) Adjusted for Costs of Going & Staying Public Point 1 & Point 2 Connected Using No-Arbitrage Rule o Based on Double Lehman Formula Curve Shape – Proxy for Liquidity and Unsystematic effect consistent with Dr. Damodarans Liquidity discussions

24. IPCPL

25. Restaurant Example Kristins Grill - Medium/high price restaurant bar. Revenue $6 Million Ibbotson Industry Risk Premium – Negative Assume Typical Liquidity for Similar Size If Typical Risk for Same Size (stop at IPCPL) Algorithm on regressions

26. IPCPL Point

27. Risk Analysis