Construction / Environmental Company Valuations

SPEC Process Engineering engages in designing, planning and consulting in the areas of architectural, engineering, mechanical, electrical, structural, civil telecommunications, and other disciplines generally with respect to buildings and components in the pharmaceutical, biomedical, chemical, laboratory, and electrical industries, normally as the design/build general contractor. The primary geographic market area served by the Company is New England, with a heavy concentration in Massachusetts and Rhode Island.  During 2002, a Massachusetts Business Trust (the “Trust”) was formed, and the stockholders of the Company exchanged their shares for those of the Trust. As a result, the Company became a wholly-owned subsidiary of the Trust. Foxboro Consulting valuation specialists determined the fair market value of the Company’s privately held common stock for contribution to the company’s employee stock ownership plan (ESOP).

Business Interiors Floor Covering, Inc. is a provider of floor coverings in the Greater Boston service area. The President wanted to transfer non-voting stock in the Company to his son in the form of a grantor retained annuity trust (“GRAT”). Foxboro Consulting  valuation specialists determined the fair market value of a 20.0% ownership interest in the Company’s non-voting common stock, and provided a valuation report documenting Foxboro Consulting findings.

Natgun Corporation – is a specialty contractor providing full design and construction services for circular pre-stressed concrete tanks. The Company worked with consulting engineers and water works authorities to safely build maintenance-free tanks.  Project work was performed under lump-sum contract agreements, which generally require less than one year to complete.  The Company’s principal customers were municipalities, local water authorities, and other public agencies, located primarily in the eastern, central and southwestern, United States. Foxboro Consulting valuation specialists provided financial advisory services including the estimation of the fair value of the stockholders’ equity, and fair value of a 33 1/3% ownership interest in the Trust. The purpose of the valuation was utilized for the buy-out of a sibling minority shareholder.

New England Insulation is a well-established insulation company and has been in business for over 75 years. The Company built a reputation for delivering superior quality products and service, value and safety. New England Insulation has been working with businesses and organizations around New England to reduce their energy consumption and improve their process efficiencies since 1935. Foxboro Consulting  valuation specialists determined the business enterprise value in support of the Company’s  litigation proceeding against the Company’s casualty & liability  insurer.

Weston & Sampson is a full-service environmental and infrastructure consulting firm with more than 200 professionals.  Weston & Sampson management invested in a 30.0% ownership interest in the Dennis L. Maher Company, which specialized in water drilling, and wanted to increase its equity ownership over a six (6) year period,  to approximately 85.0% of the Maher Co.  Maher Co. was a “start-up” company, and had equipment and several work  contracts in place, and is located in Ayer, MA. Foxboro Consulting  valuation specialists determined  the fair market value of Maher Co.’s  business enterprise and a related 30.0%  interest in stockholders’ equity.

Charter Environmental has grown to be a full-service, self-performing civil and environmental contractor. The Company continues expansion of its customer base, and has achieved a 95% repeat business rate, a testimony to its ability to develop solid business-to-business relationships, and a track record of continuously delivering quality results. The Company’s owner wanted to put in place a stock appreciation rights (SARs) program that would compensate the Company’s key employees for their efforts in making the Company a success.  Foxboro Consulting  valuation specialists were retained to determine the fair market value of the Company’s business enterprise for purposes of establishing the SARs program.

Environmental Operating Solutions, Inc. is a Bourne, Massachusetts-based environmental technology company that develops and markets green chemicals to address a $2.9 billion worldwide market for water purification applications.  The Company’s MicroC™ line of products are proprietary, non-hazardous, liquid chemicals that are used primarily at wastewater treatment facilities for removal of the contaminant nitrogen.  Regulatory authorities have mandated the upgrade of wastewater treatment facilities to mitigate the problem.  A critical component in many nitrogen removal processes is the addition of a carbon source.  Methanol has traditionally been used as a carbon source at wastewater facilities with stringent nitrogen discharge permits, but methanol has serious shortcomings.  The Company’s MicroC™ line of products are non-hazardous, derived from domestically produced, renewable materials, are stable in price and overcome the performance limitations of methanol.  MicroC™ products are currently used at over 330 wastewater treatment facilities worldwide.  Foxboro Consulting  valuation specialists were retained to determine the fair market value of the Company’s privately held common stock for  option strike price setting purposes in compliance with Internal Revenue Code (IRC)  Section 409A.

Shooshanian Engineering Associates – Shooshanian Engineering is a multi-faceted engineering firm, and is a global leader in providing complete engineering services in mechanical, electrical, plumbing, fire protection, sustainable design, security, information technology and architectural lighting design. Foxboro Consulting  valuation specialist determined the fair market value of the common stock of the Company for the trustee of the employee stock ownership plan (ESOP) for ERISA compliance purposes.

Government Contractor Valuations

Horizon Marine, Inc. – is a Massachusetts corporation that provides oceanographic analysis services to customers, the majority of which are in the oil industry. The Company collects oceanographic data in the Gulf of Mexico, as well as off the coast of Trinidad and Brazil. The data is sent electronically to Marion, Massachusetts where it is analyzed and can be accessed by the Company’s customers. In addition, the Company manufactures measurement devices utilized internally in oceanographic analysis.  Foxboro Consulting  valuation specialists determined the fair market value of the common stock of the Company on a non-marketable/minority interest ownership basis, as part of a dissenting shareholder civil litigation matter.

Magnolia Optical Technologies, Inc. – based in Woburn, MA, is a Government-approved contractor for advanced technology development. The Company has been at the forefront of pioneering the development of thin film, optical, and advanced solar cell technologies for high efficiency solar cells using nano-materials and to use Ultraviolet, Visible and Infrared part of the electromagnetic spectrum for imaging and solar cell applications for Defense and Terrestrial Application. Magnolia Optical has to date, received funding support from Defense Advanced Research Projects Agency (DARPA) and other Department of Defense (DOD) agencies, NASA and the National Science Foundation (NSF) to fund the development of the advanced nanostructure-based technologies in optics for U.S. government customers or prime contractors.  Foxboro Consulting  valuation specialists determined the fair market value of the Company’s common stock on a non-marketable/minority ownership interest basis for estate planning & income tax gifting purposes.

Spectral Sciences, Inc. – Spectral Sciences, Inc. (SSI) is a research and development company dedicated to solving problems from concept to prototype. SSI has developed many industry standard computer codes as well as unique instrument prototypes to help in the development of cutting-edge technologies for its clients. SSI scientists are authors of widely recognized US DoD computer codes for modeling atmospheric and space environments at infrared, visible, and ultraviolet wavelengths. SSI is actively involved in the development of algorithms and software for the removal of atmospheric effects from remote spectral imagery of the Earth’s surface, with codes such as FLAASH. SSI also has developed software for simulating radio-metrically accurate hyper-spectral scenes to test sensor designs and retrieval algorithms.  Our  Foxboro Consulting Group valuation specialists determined the fair market value of the common stock of SSI for the trustee of the employee stock ownership plan for ERISA compliance purposes.

National Security Innovations, Inc. (NSI) specializes in delivering innovative social science solutions to complex national security problems. NSI provides scientific, technical, analytical and programmatic support to a variety of ongoing and new Human, Social, Cultural, Behavioral (HSCB) modeling initiatives within the DOD and IC.  The Company provides unique and broad experience and expertise in applying a range of quantitative/computational social science models and methods to complex 21st national security problems found within the R&D and operational sectors. Our  Foxboro Consulting valuation specialists determined the Fair Market Value of NSI’s common equity  on a non-marketable, minority interest basis as of the valuation date. The purpose of the valuation was for a stock option grant to key employees.

Magnolia Solar, Inc. – is a development stage company focused on the solar energy industry. Magnolia Solar Corporation primarily focuses on the development of thin film solar cells. It intends to commercialize nanotechnology-based thin film technology that can be deposited on glass and other flexible structures. The Company’s technology would be utilized in power generation for electrical grids, as well as local applications including lighting, heating, traffic control, irrigation, and water distillation, as well as other residential, agricultural, and commercial applications. Customers include federal, civilian and military agencies; and institutional commercial customers, such as large corporations, non-governmental organizations, universities, and solar powered electric generating stations. Foxboro Consulting  valuation specialists determined the fair market value of the Company’s common stock on a non-marketable/minority ownership interest basis for estate planning & income tax gifting purposes.

Aerodyne Research, Inc. – Aerodyne Research, Inc. (ARI) has provided research and development (R&D) services to commercial and government clients working to solve national and international problems since 1970. The R&D staff is organized into six technology centers which address a wide range of topics requiring expertise in the physical and engineering sciences. These include such critical issues as global and regional environmental quality and development of clean and efficient energy and propulsion technologies. ARI designs, builds and utilizes remote sensing, surveillance, image processing, tracking and recognition systems for commercial and environmental applications and the national defense. ARI also develops and characterizes advanced materials, processes, and devices for electronic, electro-optical, environmental and energy applications. Foxboro Consulting  valuation specialist determined the fair market value of the common stock of ARI  for the trustee of the employee stock ownership plan for ERISA compliance purposes.

Equity Buy/Sell Valuations

Hayes Management Consulting – Hayes Management Consulting is a management consulting firm specializing in software installation and integration. The Company’s owner wanted to transfer a 10.0% minority ownership interest in the Company to one of the Company’s key employees. Capstone  valuation specialists determined the fair market value of the 10.0% minority ownership interest in the Company, as well as the fair market value if the common stock.

Cleary Elevator Company – Cleary Elevator is a leading elevator maintenance and service provider in the Greater Boston Metropolitan service area. The founder and owner of the Company wanted to transfer his stock in the Company to his three (3) sons. At the conclusion of the stock transaction, approximately 50.0% of the common stock, was transferred to the eldest son, and the other two sons now own 25.0% of the shares outstanding.  Foxboro Consulting  valuation specialists determined the fair market value of the Company’s common stock, and provided a valuation report that documented Foxboro Consulting findings.

QC Solutions, Inc. – QC Solutions, Inc. manufactures semi-conductor fabrication equipment for the semi-conductor manufacturers. QCS is a leading supplier of advanced epitaxial metrology and ion implantation wafer monitoring equipment. OCS designs, manufactures and supports fully programmable robotic, non-contact, non-destructive wafer mapping and point pattern sampling equipment. The controlling ownership shareholder wanted to buy-out the minority shareholders who owned approximately 16.0% of the Company. Foxboro Consulting  valuation specialists determined the fair market value of the Company’s stock for the buy-out, and provided a valuation report that documented Foxboro Consulting findings.

Stock Option & Common Stock Valuations

BioVex Group, Inc. – BioVex is a pre-revenues and pre-profit clinical-stage biotechnology company focused on the development and future commercialization of targeted treatments for cancer and the prevention of infectious disease. BioVex had numerous series of preferred stock with various liquidation preferences. Foxboro Consulting  valuation specialists provided an independent opinion as to the fair market value of the common stock and of the underlying stock options of the Company in compliance with provisions of Statement of Financial Accounting Standards 123(R) Share-based Payment (“FAS 123(R)”), and in compliance with IRC Section 409A.

Pioneer Surgical Technology, Inc. – Pioneer Surgical Technology made an offer to merge with Angstrom Medica, Inc. The merger transaction involved a combination of common stock, earn-out, and the assumption of certain liabilities. Foxboro Consulting  valuation specialists were retained by the Board of Directors of Angstrom Medica, Inc. to determine the fair market value of the common stock of Pioneer Surgical Technology for purposes of facilitating the merger transaction.

mindShift Technologies, Inc. – mindshift delivers managed information technology and professional services in the United States. The Company offers managed office computing solutions for small to medium sized business organizations for professional workers in verticals such as legal, nonprofits, associations, insurance, and consulting.  Foxboro Consulting  valuation specialists prepared a common stock valuation of stock options.

Ipswitch Software, Inc. – the Company is a leading developer of network management, secure file transfer and messaging technology solutions.  Foxboro Consulting  valuation specialists prepared a common stock valuation for stock options.

Dover Saddlery, Inc. – Dover Saddlery is a leading specialty retailer and direct marketer of equestrian products for English and Western-style riding industry in the United States. The company offers saddles and tack; specialized apparel; and horse care and stable products. It provides riding apparel, including breeches, gloves, and riding boots; horse tack, such as bridles, horse boots, and saddles, as well as crops, whips, and bats; horse blankets and sheets comprising coolers and stable and turnout blankets; and horse liniments, cold therapy, and fly control products. Foxboro Consulting  valuation specialists prepared the valuation for stock options.

Sitara Network, Inc. – The Company is a supplier of quality of service (QOS) solutions. Foxboro Consulting  staff determined the fair market value of the common stock and stock options for deferred compensation planning purposes.

Akibia, Inc. – Akibia, Inc. provides IT services and business consulting support services for UNIX, Linux, and Windows computing environments; areas of operation include security, desktop management, and infrastructure design and maintenance. Foxboro Consulting  valuation specialists were retained to advise in the spin-off of various lines of business from the parent corporation.  In addition, Foxboro Consulting  valuation specialists determined the fair market value of a minority interest in the common equity of Akibia for internal planning purposes, and we also prepared a valuation analysis of stock options.

Learning Services Corporation – LSC provides long-term care and rehabilitation services for patients with severe brain injury.  Foxboro Consulting  valuation specialists determined the fair market value of the common stock as part of the company’s financial decision-making.

Rooms.com – Rooms.com provides on-line hotel reservations. Foxboro Consulting  valuation specialists determined the fair market value of common shares in Rooms.com Inc. used by Granite Financial Partners and Rooms.com management to assist in determining the valuation for the next round of equity funding. In addition, Foxboro Consulting  valuation specialists determined the fair value of in-process research & development and certain other intangible assets of Hotel Distribution Network Corporation for FAS 141 financial reporting purposes.

Hyde Group – The Company makes tools for drywall, painting, and plumbing professionals. Foxboro Consulting  valuation specialists determined the fair market value of the common stock on minority interest basis of the Hyde Group for estate tax planning purposes.

Leach & Garner – Leach & Garner manufactures gold and silver findings for use by the jewelry industry. Foxboro Consulting  valuation specialists were retained by the Estate of Phillip F. Leach to develop an estimate of the fair market value of the common and preferred stock of Leach & Garner for estate tax planning purposes.

The Systems Distributors, Inc. – TSD is a technology driven company specializing in scaleable software and services for the automobile rental industry. Foxboro Consulting  staff determined the fair market value of a minority ownership interest in this application service provider servicing the auto rental industry. The valuation was conducted for gift and estate tax planning purposes.

Employee Retirement Income Security Act (ERISA) and Department of Labor (DOL) Valuations

Seaman Paper Company of MA. – Seaman Paper Company is a 57-year-old business that manufactures decorative and industrial tissue paper. The Company and its affiliates have approximately 500 employees, and is a major employer in the Company’s geographic service area. The Company’s products include resale tissue purchased in stores for gift-wrap, retail-packaging tissue used by stores to package customer purchases, crepe streamers and waxed paper for floral and foodservice applications. Foxboro Consulting  valuation specialists prepared a common stock valuation report, which was submitted to the Department of Labor as part of a request for administrative relief related to the sale of stock to the Company by the individual retirement accounts owned by family member owners and principals of the Company.

Bourneuf Corporation – Bourneuf Corporation is a wholesale and retail distributor of plumping, heating and industrial products. Foxboro Consulting  valuation specialists determined the fair market value of the common stock of Bourneuf Corp. employee stock ownership plan for ERISA compliance purposes.

Beacon Power – Beacon Power is a designer, manufacturer and marketer of advanced flywheel technology products for energy storage and power quality applications. Foxboro Consulting  was retained to advise the board on the adoption of a shareholders’ rights plan. Foxboro Consulting  valuation specialists provided a valuation for the Board of Directors.

Learning Services Corporation – LSC provides long-term care and rehabilitation services for patients with severe brain injury.  Foxboro Consulting  valuation specialists determined the fair market value of the common stock as part of the company’s financial decision-making.

Sitara Network, Inc. – The Company is a supplier of quality of service (QOS) solutions. Foxboro Consulting  staff determined the fair market value of the common stock and stock options for deferred compensation planning purposes.

Merger & Acquisition Advisory Services

Pioneer Surgical Technology, Inc. – Pioneer Surgical Technology made an offer to purchase the merge with Angstrom Medica, Inc. The merger transaction involved a combination of common stock, earn-out, and the assumption of certain liabilities. Foxboro Consulting  valuation specialists were retained by the Board of Directors of Angstrom Medica, Inc. to determine the fair market value of the common stock of Pioneer Surgical Technology for purposes of facilitating the merger transaction.

Net Links Software Group of America, Inc. – Netlinks is a Southfield, Michigan based company. Its principal activity is to provide information technology consulting and computer software development. The services offered focus on complete or partial IT outsourcing and business process outsourcing, application and infrastructure solutions, connectivity and telecom services, and network solutions. During 2006, IOC merged into Net Links Software, and simultaneously, Net Links Software acquired DASS. Foxboro Consulting  valuation specialists provided a valuation of the common stock of the combined entity of Net Links Software; and provided a financial accounting and tax reporting basis for the Company’s common stock on a minority interest basis as of the valuation date. In addition, Foxboro Consulting  valuation specialists provided a valuation of certain intangible assets of NetLink Software, IOC and DASS and allocated the acquisition purchase price to the fair market values of certain identifiable intangible assets of Net Links Software, IOC, and DASS, thereby achieving compliance with Financial Accounting Standards Board (FAS) Statement No. 141, Business Combinations, and FAS No.142, Goodwill and Other Intangible Assets.

Litigation Support Services

Open Med Technologies Corp. – Foxboro Consulting  valuation specialists were retained by the Open Med Technologies Corp., the defendant, to determine the fair market value of the application software technology of E-Health Engines, the plaintiff, as of February 1, 2002. The subject software was an internet-enabled clinical information and medical image management software application, and was the subject of a litigation proceeding in Middlesex County Court between E-Health Engines and the Open Med Technologies Corp.

Fairness Opinion Services

Bio-Engineering Networks, Inc. (BioEngine) – BioEngine has created the world’s first vascularized, implantable bioengineered live assist device incorporating human liver cells. Its patents are based on 20 years of extensive research and headed by a pioneer in the organ engineering field in collaboration with Massachusetts GeneralHospital, MIT, Draper Laboratory, and the ExOne Company.  The founders of BioEngine had the opportunity to license technology from MGH designed to augment the gas exchange function of a human lung. The Board of Directors of BioEngine negotiated a Collaboration Agreement with a company formed to pursue the opportunity, involving the sharing of technology and resources.  Foxboro Consulting  valuation specialists provided a financial review opinion on this Collaboration Agreement to the management and Board of Directors of BioEngine. This company was formed and financed with a focused strategy of developing the lung technology, while BioEngine realized economic and strategic benefits from the Collaboration Agreement.

Nyer Medical Group, Inc. – Walgreen Eastern Co., Inc. purchased certain assets of Nyer Medical Group, Inc. for a purchase price of approximately $17,750,000 in cash subject to certain adjustments at deal closing. In addition, certain prepaid rents less the sum of certain stipulated targeted inventory amount exceeding the book inventory amount was also paid at closing.  The assets involved in this transaction included eight (8) pharmacy locations identified as “Operate Location Pharmacies” and the assets related to four (4) pharmacy locations identified as “Non-Operate Pharmacies” and together with the Operate Location Pharmacies. Foxboro Consulting valuation specialists provided a fairness opinion to the special committee of the Board of Directors overseeing the transaction, as to the fairness of the transaction from a financial point of view to the shareholders.

EnVivo – EnVivo is a biopharmaceutical company dedicated to discovering and developing drugs for central nervous disorders currently focusing on Alzheimer’s disease, Parkinson’s disease, Huntington’s disease and spino-cerebellar ataxias. Foxboro Consulting  valuation specialists were retained to advise the Board of Directors of EnVivo and to provide a fairness opinion for the special committee of the Board of Directors of EnVivo as part of their Series C financing led by existing investor Fidelity Biosciences. EnVivo used the $24.0 million funding to advance several promising programs into clinical trials including an alpha-7 nicotine receptor for cognition enhancement in Alzheimer’s disease and schizophrenia.

ABS Industries, Inc.  – ABS Industries was a holding company that operated through two wholly-owned subsidiaries, which manufactured automobile parts for sale to the “Big Three” American automobile manufacturers and other car makers.  The Company went through a Chapter 11 bankruptcy proceeding and subsequently realized the value of its contingent intangible asset.   The Company initiated a reverse stock split/stock buy-out process, whereby the Company bought out fractional shareholders after a 1-for-500 stock split. At the conclusion of the ABS Industries stock buy-out transaction, the Company had fewer than 300 shareholders. Foxboro Consulting  valuation specialists determined the fair value of ABS Industries common stock, and then provided a fairness opinion to the Board of Directors as to the fairness of the stock price offered to the fractional shareholders in the buy-out transaction.