Charles A. and Marian L. Derby, et al. - Page 35




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          "implied working capital" (estimated as 4 percent of net revenue,           
          in accordance with industry standards, or $416,46224) and (ii)              
          fixed assets (Narvco's $1,156,733 appraised value), producing an            
          estimated value for SWMG's intangible assets of $2,515,255.  Mr.            
          Dutcher further opined that SWMG's intangible value represented a           
          "bundle" of intangible assets, including "assembled workforce,              
          patient records, provider contracts, trademarks and tradename,              
          and practice goodwill".25                                                   
               For purpose of allocating the $2,515,255 value for SWMG's              
          intangible assets to the 29 SWMG physicians, Mr. Dutcher simply             
          adopted the same formula devised by Dr. Levin.  The Dutcher                 
          appraisal offered no analysis of the appropriateness of Dr.                 
          Levin's formula.                                                            
               The business enterprise value of SWMG as estimated in the              
          Houlihan and Dutcher appraisals differed by only 2 percent                  


               24 In Mr. Dutcher's view, substituting an amount for                   
          "implied working capital", based on industry standards, instead             
          of measuring actual current assets and liabilities, provided a              
          more accurate measure of the business enterprise value of a going           
          concern, since the level of current assets and liabilities                  
          fluctuates greatly.                                                         
               25 In Mr. Dutcher's view, the goodwill of a medical or other           
          professional practice consists of "practice goodwill", which is             
          associated with the entity, and "professional goodwill", which is           
          associated with the individual.  According to Mr. Dutcher, the              
          practice goodwill of a medical practice generally consists of               
          such items of value as patient records, provider contracts,                 
          assembled workforce, trademarks and tradenames, and going concern           
          value.  Professional goodwill, in his view, "results from the               
          charisma, knowledge, skill, and reputation of a specific                    
          practitioner", is not transferable, and has no economic value.              






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