Valuations of Intellectual Property for Bankruptcy Proceedings
Trans National Communications International, Inc. – was established in 1991, and has been a leading national telecommunications provider delivering a balance of industry experience and service stability. The Company assists its customers navigate a shifting telecommunications market. The Company filed for Chapter 11 bankruptcy on October 9, 2011, and engaged Our to determine the fair market value of the Company’s business enterprise and related stockholders’ equity, and to provide a valuation report that documented our findings to the U.S. Bankruptcy Court, which is located in Boston, Massachusetts. Our valuation specialists prepared a valuation of the business enterprise and related stockholders’ equity for the purposes of providing a basis for the re-organization of the capital structure of the Company.
Biopure Corporation developed, manufactured and marketed oxygen therapeutics, a new class of pharmaceuticals that are administered intravenously to increase oxygen transport to the body’s tissues. The Company had developed and manufactured two products: Hemopure® (HBOC-201) [hemoglobin glutamer – 250 (bovine)] for human use, and Oxyglobin® (HBOC-301) [hemoglobin glutamer – 200 (bovine)] for veterinary use. Company management was planning to raise approximately $15.0-$16.0 million in convertible debt for operating purposes, and the Company’s real estate and industrial assets were be used as collateral to secure the financing.
Our Specialists determined the value of these assets under two premises of value a.) Fair market value – in continued use for the subject real estate and industrial fixed assets at Souderton, PA; and industrial fixed assets located at Cambridge, MA, as well as b.) Orderly Liquidation Value on the machinery and equipment, in a situation involving the dismantling of the complex and ultimate sale of the component assets. This was done for financing purposes. Subsequently, Our valuation specialists valued the business enterprise of BioPure Corporation, as well as the I/P and industrial assets of the Company for Chapter 7 bankruptcy liquidation purposes. These assets were eventually sold in an auction process.
Intermed Health Technologies, Inc. – Our Specialists were engaged by Trippoak Group, Inc. to estimate the fair market value of the application software technology, patent rights, and engineering drawings (the “Software Technology”), of InterMed Health Technologies, Inc. (“Intermed”).
During November 2008, InterMed filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code, which was converted to a Chapter 7 proceeding on January 13, 2009. InterMed Health Technologies, Inc. was a patient centered health care management technology company.
InterMed was focused on supporting the transformation of chronic disease management from episodic to continuous care through the seamless integration of wireless remote monitoring, data analysis, and communications technology. InterMed was privately held and, prior to June 2008, was headquartered in Cambridge, Massachusetts.
InterMed was the subject of a bankruptcy proceeding involving secured promissory note holders, and others. As a result of the bankruptcy, the Company did not have a professional, technical and support workforce able to pursue continuing the business enterprise nor continuing with the product development effort. In addition, the Company is unable to complete, finalize, test and market the Company’s technology and software, which was incomplete as of March 11, 2009. Our valuation only addressed the value of the incomplete technology and software, which technology and software could not be successfully completed by a third party. As a result, this technology and software had not been utilized in any patient environment in the healthcare industry, and in its current state of completion. Our Specialists prepared a valuation study to provide an independent opinion as to the fair market value of the application software technology of InterMed. The opinion of fair market value provided valuation support to the Trippoak Group, a secured note holder in the bankruptcy proceeding of InterMed, where upon, Trippoak Group secured the software technology.
Schoonover Associates, Inc. – Schoonover Associates provided innovative, customized approaches to help organizations maximize their human assets. The Company’s consulting team focused on creating and implementing solutions that range from developing leadership and human resource (HR) strategies to competency-based performance development systems. In addition, Schoonover Associates developed specific tools, applications and approaches such as learning portals, six sigma applications, and change management that enabled the successful implementation and measurement of key interventions. Our Specialists provided a valuation of certain intangible assets including: assembled workforce, brand/trade name, customer list, and Content/Competency Database/Specific Competency Listings/Directories of Schoonover Associates, thereby achieving compliance with Financial Accounting Standards Board (“FASB”) Statement No. 141, Business Combinations, and FAS No.142, Goodwill and Other Intangible Assets for financial accounting and reporting purposes. Schoonover was acquired by Salary.Com.
Plastics Capital Equipment Industry – Fair Market Value of Intangible Assets & Goodwill
Industrial Growth Partners (IGP) acquired Xaloy, Inc. on September 8, 2008 for approximately $70.0 million. Industrial Growth Partners is an $825 million private equity firm which provides equity capital to privately held, lower-middle market manufacturing and manufacturing services companies. IGP focus exclusively on the manufacturing sector. Xaloy, Inc. is a global leader in machine components and sub-systems for the plastics industry. The Company developed the world’s first wear-resistant bimetallic barrels in 1938 and maintains global leadership in that field. Our specialists provided a valuation of certain intangible assets including: assembled workforce, brand/trade name, customer list, and technology/patents of Xaloy, thereby achieving compliance with FASB 141 and FASB 142.
Xaloy Extrusion, LLC – Xaloy, Inc. successfully completed its acquisition of Dynisco Extrusion, LLC. Xaloy acquired the membership interests in the Dynisco Extrusion business based in Hickory, NC, and certain assets and liabilities of Xaloy Europe GmbH in Heilbronn, Germany, and Dynisco S.R.L. in Italy from Audax Group of Boston, MA. Our valuation specialists advised and assisted the Company in allocating the acquisition purchase price to the fair market values of certain identifiable intangible assets of Xaloy Extrusion, LLC as of the valuation date for financial reporting purposes.
Financial Accounting and Reporting
FAS 141 & 142 – Allocation of Purchase Price and Goodwill Impairment Valuations
Bridgeline Software, Inc. – Bridgeline Software is a developer of web applications and web software tools. Bridgeline Software has developed its own web software tools such as a web content management system and an on-demand web based platform that provides expandable modules. During 2008, Bridgeline Software acquired Tenth Floor, Inc., which is a web application development company that has developed their own SaaS-based web application management software product named BASE-10. The Company specializes in the areas of content management and e-commerce applications. Tenth Floor is headquartered in Cleveland, Ohio with a satellite office in Minneapolis, Minnesota. Our specialists provided a valuation of certain intangible assets including: assembled workforce, brand/trade name/website, customer list, non-compete agreements and software technology of Tenth Floor, thereby achieving compliance with FASB 141 and FASB 142.
Ipswitch Software, Inc. – The Company is a leading developer of network management, secure file transfer and messaging technology solutions. During January of 2008, Ipswitch, Inc. acquired Standard Networks, Inc. for $14,200,000, which develops and supplies file and message transfer products for financial services, healthcare, and government organizations. Standard Networks offers MOVEit™ software that provides enterprise solutions for transferring, processing, and storing sensitive data in file, message, and Web form formats over public and private networks, including the internet. Our specialists provided a valuation of certain intangible assets including: assembled workforce, brand/trade name/website, customer list, non-compete agreements and software technology of Standard Networks, thereby achieving compliance with FASB 141 and FASB 142.
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. During 2007, mindShift acquired the assets on Invision.com for $29,000,000. Invision is a Commack New York-based firm founded in 1995, and is a managed service provider offering managed hosting, WAN, LAN, security, application, Web and e-business development, and integration to over 700 customers. Invision is a Microsoft Gold Certified Partner, an IBM Business Partner, and a Cisco Premier Partner with specialization in security. Our Specialists provided a valuation of certain intangible assets including: assembled workforce, customer list, trade/brand/name/website, non-compete agreements and internally developed software technology of Invision.com, thereby achieving compliance with FASB 141 and FASB 142.
Net Link Software Group of America, Inc. (“Netlink”) – Netlink 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 2007, the Company acquired VIN Plus, LLC including the following intangible assets: customer list, software technology, assembled workforce, and non-compete agreements for key executives and merged its operations into Net Links Software. VinPlus provides data services to extract transactional and historical data from proprietary Dealer Management Systems (DMS) and delivers it to end users in the most secure, cost-effective and timely manner. VinPlus also has the ability to write back to the DMS based on the transaction needs of its clients. Our specialists provided a valuation of certain intangible assets of VinPlus, LLC and allocated the acquisition purchase price to the fair values of certain identifiable intangible assets, thereby achieving compliance with FASB 141 and 142.
CITG Promotions, LLC d/b/a EVIGNA – EVIGNA is a leading global source for an array of marketing services and promotional products, as well as sophisticated brand identity programs. EVIGNA provides marketing solutions that enhance brand identity, reinforce corporate initiatives, and promote new products and reinforce customer loyalty. As a result of a 2004 acquisition, Our specialists identified and valued the Company’s market related intangible assets for financial accounting and reporting purposes. As a result of our determination of the fair value of the intangible assets, the Company was able to comply with the requirements FASB 141 and 142.