Michael T. Caracci and Cindy W. Caracci, et al. - Page 30




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          Mississippi during the 11-year period ended in 1995.  Little                
          information was available as to these ownership changes, and Hahn           
          found only two guideline transfers.                                         
               Hahn further noted that the Sta-Home tax-exempt entities               
          were focused almost entirely upon traditional home health care              
          and depended almost entirely upon Medicare payments.  Publicly              
          traded companies, by contrast, usually utilized traditional home            
          health care agencies as part of a broader mix of health care                
          business.  Hahn concluded, therefore, that a comparison to                  
          publicly traded companies would not be appropriate to value the             
          Sta-Home tax-exempt entities, and he instead utilized “readily              
          available” information on 13 comparable sales derived from                  
          privately held transactions engaged in by those publicly traded             
          companies.  From these privately held transactions, Hahn excluded           
          sales of privately held home health agencies that provided                  
          sophisticated “infusion or respiratory therapy” because those               
          could attract reimbursement at a higher rate than those available           
          to the more traditional home health care agencies such as Sta-              
          Home.                                                                       
               Principally upon the basis of his adjusted balance sheet and           
          comparable market computations, Hahn reached an ultimate                    
          conclusion that the Sta-Home tax-exempt entities’ liabilities               
          exceeded their total tangible and intangible assets by $600,000             
          to $2,350,000.                                                              






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