Charles A. and Marian L. Derby, et al. - Page 36




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          ($4,000,000 and $4,088,450, respectively).  However, the                    
          aggregate value of SWMG's intangible assets estimated by the                
          Dutcher appraisal ($2,515,255) differed markedly from the amount            
          postulated by Dr. Levin through the use of his formula                      
          ($1,632,377).  Since the Dutcher appraisal and Dr. Levin's                  
          formula both started with substantially the same figure for                 
          SWMG's business enterprise value, and both subtracted an                    
          identical figure for fixed assets ($1,156,733), the marked                  
          difference in their outcomes is attributable to the fact that Dr.           
          Levin believed that the SWMG physicians' accounts receivable                
          ($1,210,890 as of November 1, 1994) also needed to be subtracted            
          (and that no adjustment needed to be made for working capital),             
          whereas the Dutcher appraisal postulated that all current assets            
          and liabilities (i.e., including accounts receivable) were best             
          accounted for by subtracting an amount for implied working                  
          capital, which was estimated as $416,462.  The difference between           
          the Dutcher appraisal's working capital figure and Dr. Levin's              
          accounts receivable figure, when added to the approximately 2-              
          percent difference in the Dutcher and Houlihan estimates of                 
          SWMG's business enterprise value, accounts for the discrepancy in           
          the estimates of SWMG's aggregate intangible value by Dr. Levin             
          and the Dutcher appraisal.                                                  
               In his appraisal, Mr. Dutcher also asserted that "it is my             
          opinion the physician compensation offered SWMG shareholders by             







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