Charles A. and Marian L. Derby, et al. - Page 33




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          SWMG's "business enterprise value" less SWMG's (i)"implied                  
          working capital" and (ii) fixed assets.21                                   
               Mr. Dutcher derived the business enterprise value of SWMG by           
          taking the weighted average of what he computed to be SWMG's                
          value based on an income method (50 percent), an asset method (40           
          percent), and a market method (10 percent).  The income value was           
          based upon a discounted future distributable earnings approach              
          whereby an estimate of SWMG physicians' aggregate revenues for              
          199422 was projected forward, and the future after-tax                      
          distributable earnings then discounted to present value,                    
          producing a business enterprise value on November 1, 1994, of               
          $4,112,500.  In calculating what SWMG's future distributable                
          earnings would be, Mr. Dutcher assumed that the expense of                  
          physician compensation would equal the national median for the              








               21 The Dutcher appraisal treated the fixed assets of SWMG as           
          equal to the fixed assets of the medical practices of each of the           
          SWMG physicians (or partnership) who transferred his or her (or             
          its) practice to SMF.                                                       
               22 SWMG did not exist as an operating entity until Nov. 1,             
          1994.  Mr. Dutcher treated as SWMG's 1994 revenues the estimated            
          1994 aggregate revenues of the 29 UHMG physicians who transferred           
          their practices to SMF, plus the 1994 revenues of 5 of the 7                
          "hired" physicians in SWMG who did not have ownership interests             
          in a medical practice when the affiliation with SMF consummated.            






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