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Revenue Ruling 59-60

Chapter 4. Data Gathering

A. Basic Bibliography – See Exhibit 4-1

IV. Specific Data Sources

A. Specific economic, industry, and guideline company information sources, both print and electronic.

B. Economic data 1. General economy

a. Internet sources: U.S. Bureau of Census and Department of Commerce (http://www.bea.doc.gov; http://www.bls.gov;

http://www.whitehouse.gov/fsbr/esbr.html) –[free sites]

b. Business Week’s “Economic Trends” and “Business Outlook” columns and the Wall Street Journal’s weekly “Tracking the Economy Statistics”

c. Government publications, including the Federal Reserve Bulletin, Survey of Current Business, and Economic Report of the President

2. Sources for regional economic data

a. Federal Reserve’s bi-annual Beige Book report, available from their website, http://www.federalreserve.gov/FOMC/BeigeBook/

b. Bureau of Labor Statistics has historical economic and demographic data by region, state, and MSAs (or “Metropolitan Statistical Area”);

http://www.bls.gov/home.htm

c. State, county, or local government economic development departments. For example, New York State’s development agency, Empire State Development provides statewide and localized economic and demographic data on their Web site, http://www.nylovesbiz.com/nysdc/default.asp

d. Local or regional chambers of commerce C. Industry data

1. General business periodicals/publications

a. Available in both electronic and print formats. Check the Guide to Business Periodicals (for print sources), which is available at most libraries.

b. Business Week and Forbes produce special issues each January that cover many industries.

2. Standard & Poor’s (S&P’s)—Most libraries carry S&P’s Value Line Investment Survey, Industry Reports, and Industry Surveys.

3. Government publications—The U.S. Department of Commerce tracks industry statistics and makes most of them available on the Internet and through government depository libraries.

4. Trade associations

a. Industry data availability varies considerably in both quality and price from trade association to trade association, but can be a very good source. Thomson offers an Encyclopedia of Associations [fee based]. Also the American Society of

Association Executives’ website provides an industry-based trade association search engine (www.asaenet.org)—[free site].

b. Some trade associations provide data for free, others are fee-based. On occasion, the subject business entity may already have trade association reports, or can obtain them as a member of a trade organization for free or at reduced fee.

5. Trade magazines

a. Many are available electronically through databases such as the Trade and Industry Index on Dialog, or on electronic versions on the Internet.

b. Management of the subject company may be able to point the appraiser to useful periodicals.

6. SEC Form 10–Ks for publicly traded companies 7. Brokerage reports

a. These are available from individual brokerage firms, but distribution policies vary.

b. They are also available through Dialog on the Investext database. Some business-oriented libraries also offer access to Investext.

8. Industry financial ratios

a. Risk Management Associates’ (RMA) Annual Statement Studies, Troy’s Almanac of Business and Industrial Financial Ratios, and Financial Statement Studies of the Small Business are available in print form, as are most industry ratios produced by trade associations.

b. Internet-based sources include

(i) Risk Management Associates’ (RMA) Annual Statement Studies (http://www.rma.com)

(ii) Integra Information (http://www.integrainfo.com) (iii)BizMiner (http://www.bizminer.com)

c. The use of some third party statistics in valuation analysis requires the permission of the information provider, as is the case with RMA.

d. Care should be taken when using third party anonymous industry data. Without access to source documents, the reliability and relevance of peer group data can be suspect. Be sure to understand the basis of reporting, source of information, and definitions used in the analysis and reporting of information.

9. Third party providers of industry research

a. Valuation Resources (http://www.valuationresources.com) —The Web site lists online resources on more than 70 specific industries. The site is free—some links are not.

b. Industry Research (http://www.industryresearch.com)—The Web site provides industry summary reports and offers custom research and report writing. [Fee based]

c. First Research (http://wwwfirstresearch.com)—The Web site offers summary information on various industries, as well as industry-specific bibliographies for further research. [Fee based]

D. Data on publicly traded guideline companies

1. To identify standard industrial classification (SIC) code or North American Industry Classification System (NAICS) code

a. Standard Industrial Classification Manual (also available on the Internet at http://www.osha.gov/oshstats/sicser.html) [Free]

b. NAICS Manual (also available on the Internet at

http://www.census.gov/epcd/www/naics.html) Free. Site also includes SIC to NAICS conversion table.

c. Disclosure Compact/Securities and Exchange Commission (SEC) CD-ROM 2. Places to find lists of potential guideline companies

a. Electronic sources

(i) Disclosure—CD-ROM or online through Dialog (http://library.dialog.com/).

[Fee based]

(ii) S&P’s CompuStat—CD-ROM (http://www.compustat.com). [Fee based]

(iii)S&P’s Corporate Descriptions online through Dialog, S&P’s Corporations or Corporate Records on CD-ROM, or S&P’s online. [Fee based]

(iv) Mergent’s—CD-ROM or online through Dialog. [Fee based]

(v) Hoovers—(http://www.hoovers.com). Basic information and search capabilities are free; detailed data available by subscription.

(vi) Edgar—(http://www.sec.gov/edgar) now offers the ability to search by SIC Code. [Free]

b. Print sources

(i) Standard & Poor’s Corporation Records: Index of Companies by SIC code—

lists public companies by SIC code

(ii) Directory of Companies Required to File Annual Reports with the SEC (iii)Mergent’s manuals

(iv) Value Line Investment Survey (http://www.valueline.com)

(v) Standard & Poor’s Register Indexes—list public and private companies by SIC code

3. Where to get financial information and further description

a. Primary data—Form 10K and annual reports—these original source documents provide the best descriptions and most reliable financial data.

(i) Directly from the company—often available at the company’s Web site.

(ii) Security and Exchange Commission—EDGAR (Electronic Data Gathering Analysis and Retrieval). An online searchable database of public filings searchable by company, industry or key word

(http://www.sec.gov/edgar.shtml)

(a) SEC filings are available at several Internet sites, some at no charge and some for a fee.

(b) While data are generally reliable, realize that non- SEC sites used to access SEC data should be considered secondary data.

(c) One such site, http://www.pwcglobal.com/edgarscan, is free and offers SEC filings on public companies. It will also list the companies by SIC code, through which you can access other potential guideline entities.

(iii)Document retrieval companies such as Disclosure Info Center or Mergent’s Docutronics

b. Secondary data

(i) Disclosure—online through Dialog or CompuServe (ii) S&P’s CompuStat—CD-ROM

(iii)Standard & Poor’s Corporation Records—print or CD-ROM—selected data are available online through S&P’s Corporate Descriptions through Dialog or S&P Online through CompuServe

(iv) Mergent’s manuals—print only—selected data are available on CD-ROM or online through Dialog

(v) Media General Financial Services (http://www.mgfs.com). [Fee based]

(vi) Value Line Investment Survey—print—selected data are available on diskette and online through CompuServe

(vii) Other online public company data providers, such as Hoovers (http://www.hoovers.com). [Fee based]

c. Forecasted data

d. Institutional Brokers Estimate System (I/B/E/S)—earnings estimates; now owned by Thomson and found online at www.firstcall.com.

e. Zacks Investment Research—earnings estimates (http://www.zacks.com) f. Value Line—some financial statement projections

g. Analyst’s research reports—earnings estimates. Some have additional financial projections.

h. Standard & Poor’s Earnings Guide—earnings estimates E. Data on acquired companies

1. Places to find lists of suspect companies (also contains some secondary financial data)

a. Electronic sources

(i) ThomsonSecurities Data Corporation (SDC) Merger and Acquisition Corporate Transactions database is available via direct dial-up to SDC or through Dialog. SDC will run the search for you at your request. [Fee based].

(ii) DoneDeals database—available online at http://donedeals.nvst.com. [Fee based]

(iii)Mergerstat database (www.mergerstat.com) [Fee based]

b. Print sources

(i) Merger & Acquisition Sourcebook (at http://www.nvst.com) (ii) Mergerstat Review (http://www.mergerstat.com)

(iii)Mergers & Acquisitions magazine (iv) The Merger Yearbook

c. Small companies

(i) BIZCOMPS; available through BV Resources (http://www.bvresources.com).

[Fee based]

(ii) Institute of Business Appraisers; (http://www. go-iba.org). Free to members with certain limitations.

(iii)Pratt’s Stats; available through BV Resources (http://www.BVResources.com). [Fee based]

2. Where to get original source financial data a. Publicly traded companies

(i) SEC Forms

(a) 10-K: Annual Statement (b) 10-Q: Quarterly Statement

(c) 8-K: Material Occurrence Statement—Once you know of a transaction, the 8-K will contain the specific terms of the deal, assuming the

transaction was large enough to warrant filing an 8-K.

b. Private companies

(i) Call acquired or acquiring company directly

(ii) Form 8-K, 10-K, or 10-Q of acquirer, if public or if the company has publicly traded debt.

(iii)Business brokers

F. Lack of marketability discounts (covered in BV 204) 1. Restricted or letter stock evidence