Internal Revenue Code (IRC) Section 409A – Stock Option & Common Stock Valuations

K SARIA Corporation & Subsidiary – serves the military and aerospace interconnect industry. The Company manufactures fiber optic, electrical and RF interconnect products through its proprietary automated assembly processes. In addition, kSARIA provides interconnect installation and management services that include on-site inspection and project management, ship side logistics, interconnect plant installation, field terminations, in-situ testing and interconnect repair.  Foxboro Consulting valuation specialists determined the fair market value of the Company’s common stock as of the December 31, 2015 valuation date for Internal Revenue Code Section 409 (A) reporting and compliance purposes.

Connected Living, Inc. realizes revenue by providing the Connected Living Network as a Software-as-a-Service (SaaS) subscription for enterprise customers (senior living providers) on a per community basis as well as monthly subscriptions for Premium Programming delivered by Certified Connected Living Ambassadors. The Company also realizes revenues by providing equipment and services through partners. The Company was established in June, 2007 and is based in Quincy, Massachusetts. Foxboro Consulting valuation specialists determined the fair market value of the Company’s common stock as of the November 30, 2014 valuation date for Internal Revenue Code Section 409 (A) reporting and compliance purposes.

Pilgrim Telephone, Inc. – Pilgrim Telephone has focused on exploring new telecommunications markets, developing applications that provide communication channels to international and domestic operators by introducing Spanish Connections™ and Asian Connections™ to serve Spanish-speaking and Mandarin-speaking communities in the U.S. and overseas.   Currently, Pilgrim offers voice-based teleconferencing, tele-messaging, live psychic entertainment, and Connections™ services to an international audience including: the United States, Canada, United Kingdom, Ireland, and Australia. Pilgrim Telephone issued new Class B stock shares under a restricted stock purchase agreement.  Foxboro Consulting valuation specialists determined the fair market value of the Class B restricted stock of Pilgrim Telephone, as well as the stock of a related sales organization called PDQ Phone, Inc.

Farmstead Telephone Group – Farmstead Telephone Group sells new, refurbished, and remanufactured Avaya brand PBX equipment and other enterprise phone systems. Farmstead also provides services including equipment repair, rental, and support. Foxboro Consulting valuation specialists prepared multiple valuations and analyses for FAS 123 – accounting for stock-based compensation, and FAS 133 – derivative accounting for this distributor of telecom equipment and a provider of telecom services.

Telerik A.D. – Founded in 2002, Telerik is a leading vendor of ASP.NET UI components, content management solutions and add-ons for MCMS 2002 and SharePoint. Building on its expertise in interface development and the potential of AJAX, Telerik assists customers take the richness and responsiveness of desktop applications to the web. Telerik is a privately-held corporation with offices in Boston, Massachusetts and Sofia, Bulgaria. Foxboro Consulting valuation specialists determined the fair market value of the Company’s common stock as of the May 9, 2008 valuation date for Internal Revenue Code Section 83 (B) reporting and compliance purposes.

Teliris, Inc. –  Teliris, Inc. develops, implements, and manages telepresence systems for finance, media, utilities, governments, and manufacturing Fortune 2000 companies. The Company also designs and implements multi-service networks, integrating directories, and bypass technologies, as well as builds videoconferencing solutions. The Company offers VirtuaLive HD Unified, which provides an environment where every conference room matches so that the video side of the table looks exactly like the in-person side of the table. In addition, the Company provides virtual meetings, managed services, scheduling portals, multi-point meetings, and training and working practice services.  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.

Boston Communications Group, Inc. – Foxboro Consulting Group specialists determined the fair market valuation of the intangible assets (including customer lists, patents  and IPR&D)  of Infotech Solutions Corporation, a company which provides billing software to the telecommunications industry.  Infotech Solutions Corporation is located in Westbrook, Maine.  The purpose of the appraisal was for  purchase price sale negotiations, and allocation of the purchase price for financial accounting and reporting purposes.

Andera, Inc. – Andera, Inc. was incorporated on June 15, 2000 as a Rhode Island corporation. The Company is a technology-based provider of online account opening and funding solutions for financial institutions. The Company’s proprietary platform is designed to automate the customer acquisition process throughout a financial institution’s various delivery channels, including their branches, call centers, and web sites. The platform is offered in a hosted, software-as-a-service (“SaaS”) environment, allowing scalability, simplified deployment, reliability, and streamlined integration.  The Company was in discussions with Edison Venture Fund, a private equity and venture capital firm specializing in investments in expansion or late stage and emerging growth companies, for a proposed $9.0 million Series C round of financing, which closed in September of 2010. The transaction consisted of a primary $4.0 million investment, and a secondary $5.0 million used to buy-out founders of the Company, who owned Series A and Common stock in the Company. The Company intended to grant stock options to its employees post Series C round of financing. Foxboro Consulting valuation specialists provided an independent opinion as to the fair market value of the common stock 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.

Contact Telecom is a New Hampshire Limited Liability Company formed in 1998 to develop and provide data processing and software services to the telecommunications industry. The Company’s corporate offices and data center are located within the historic Waumbec Mill Building along the Merrimack River in Manchester New Hampshire.  The Company’s flagship product, the Billing Data Analyzer (BDA) was initially launched in 1998 as a CABS/BOS Billing Data Tape (BDT) viewer. Contact Telecom’s BDA has evolved into a comprehensive suite of analysis, trending, reporting and reconciliation capabilities for processing wholesale billing and usage data from virtually all Incumbent Local Exchange Carriers (ILECs), CLECs and Inter-exchange Carriers (IXCs).  Through a base of direct clients and value-add services companies, Contact Telecom’s BDA is being utilized by dozens of Telecommunications Providers within North America including several of the largest CLECs in the country.

The Company generated approximately $1.2 million in annual sales during 2009. Foxboro Consulting specialists determined the fair market value of the Company’s member ownership interest, and we provided a valuation report that documented our findings in a shareholder civil litigation lawsuit.

1010data, Inc. – 1010data provides analytics, Business Intelligence and data publishing and warehousing services to top tier companies in many sectors.  The Company was founded in 2000 by pioneers of large-scale data systems on Wall Street. Drawing on that experience and newly available technologies, the Company developed a web-based service and the underlying software that makes it easy to acquire, organize, manage, and analyze large volumes of complex, interrelated data. The data management architecture developed by 1010data differs significantly from other database software; in theory, it is almost infinitely scalable – simply, cheaply, expediently, and reliably. It is architected to handle multi-terabyte databases at a fraction of the cost and with much higher performance than other data management approaches.  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, as well as in establishing the price for the common stock in the contemplated transaction to provide shareholder liquidity.

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 Group prepared a common stock valuation for stock options.

Aeris Therapeutics, Inc. – Aeris Therapeutics is a pre-profit clinical-stage biotechnology company focused on the development and future commercialization of treatments for patients with pulmonary disease. Aeris 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.

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

Environmental Operating Solutions – EOS is an environmental technology company that was founded in 2003 that develops and markets green chemicals specifically engineered for the purification of water. The Company was expanding its manufacturing and distribution capabilities for its proprietary line of liquid carbon products that remove nitrogen from wastewater.  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.

 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 Group specialists prepared the valuation for stock options.

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.

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

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 our findings.

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 Group specialists were retained to advise in the spin-off of various lines of business from the parent corporation.  In addition, Foxboro Consulting Group 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.

 Rooms.com – Rooms.com provides on-line hotel reservations. Foxboro Consulting Group 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 Group 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 Group 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 Group specialist was 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.

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

The Systems Distributors, Inc. – TSD is a technology driven company specializing in scaleable software and services for the automobile rental industry. Foxboro Consulting Group 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.

Anesthesia Safety Products, LLC – Anesthesia Safety Products, which was founded in April of 2005, is a medical device company, engaged in the development and commercialization of an air-trap device which uses disposable cartridges. ASP’s product is intended to be an inexpensive, noninvasive compact monitor, alarm and a flow arrestor mechanism that will prevent the dangerous introduction of air into venous systems through IV devices. Foxboro Consulting valuation specialists provided an independent opinion as to the fair market value of the owners’ equity.

MOCA Systems, Inc. – MOCA Systems provides capital project intelligence services to the world’s leading organizations and their design and construction teams.  As a detailed performance management platform for capital programs and specific projects, MOCABuild™ unlocks the potential for defining accurate capital programs and then optimizing project resources throughout design and construction.  MOCA Systems is privately held and headquartered in Watertown, Massachusetts.  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.

 BioModels, LLC – Biomodels was planning to offer a “profits only interest” in future operations of the Company to one of the principals. In doing this, it was necessary for the owners to determine the fair market value of the Company’s business enterprise and related owners’ equity.  Foxboro Consulting valuation specialists determined the fair market value of BioModels’  business enterprise, as well as the  fair market value of the owners’ equity in the Company.

 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 our findings.

 Valuations of Intellectual Property for Bankruptcy Proceedings

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.

Foxboro Consulting valuation  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, Foxboro Consulting 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. – Foxboro Consulting valuation 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. Foxboro Consulting valuation 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.  Foxboro Consulting valuation 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.

FOXBORO CONSULTING GROUP, INC. – INTELLECTUAL PROPERTY & OTHER INTANGIBLE ASSET VALUATION ADVISORY SERVICES

SeaChange International, Inc.  – acquired Mobix Interactive Limited’s  intangible assets as part of an acquisition that occurred during November 2008. Mobix Interactive was a London, England based company that provided software and content services related to the deployment of mobile video services for wireless network operators.  At the purchase closing, SeaChange International paid the shareholders of Mobix approximately £2 million (approximately $3 million) in cash for the Mobix shares, with an additional £1 million (approximately $1.5 million) deposited in escrow to be released on the later of February 2009 and the date certain performance goals have been satisfied, with the amount of the escrow being subject to reduction should there have been a breach of the representations, warranties, covenants and agreements contained in the Share Purchase Agreement. In addition, under the earn-out provisions in the Share Purchase Agreement, if Mobix met certain performance goals, primarily related to the financial performance of Mobix, over the period ending November  2011, SeaChange International was obligated to make additional cash payments aggregating £8.29 million (approximately $12.4 million). The contingent consideration was reduced or increased based upon Mobix’s actual performance relative to the performance goals.  Foxboro Consulting valuation specialists prepared the intangible asset valuation. As a result of our determination of the fair value of the intangible assets, the Company was able to comply with the requirements Financial Accounting Standards Board (“FASB”) Statements of Financial Accounting Standards No. 141, Business Combination (“SFAS 141”) and No. 142, Goodwill and Other Intangible Assets (“SFAS 142”).

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.

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, Foxboro Consulting valuation 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 Financial Accounting Standards Board (“FASB”) Statements of Financial Accounting Standards No. 141, Business Combination (“SFAS 141”) and No. 142, Goodwill and Other Intangible Assets (“SFAS 142”).

Bridgeline Software, Inc. is a developer of web applications and web software tools. The Company has developed its own web software tools such as web content management system and an on-demand web based platform that provides expandable modules.  Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”) addresses financial accounting and reporting for acquired goodwill and other intangible assets. The provisions of SFAS 142 require at least annual tests of the impairment of goodwill and other intangible assets that are not subject to amortization. Foxboro Consulting valuation specialists determined the business enterprise of the Company, as well as the fair value of the Company’s stockholders’ equity as part of the test for goodwill impairment. Because of our valuation work, the Company was able to comply with these accounting and reporting requirements.

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.  mindSHIFT acquired Invision.Com, Inc. during September 2007 for approximately $29.0 million. Invision.Com, Inc. was a New York based company that generated approximately $20.0 million in annual revenues. Foxboro Consulting valuation specialists prepared the intangible asset valuation. As a result of our determination of the fair value of the intangible assets, the Company was able to comply with the requirements Financial Accounting Standards Board (“FASB”) Statements of Financial Accounting Standards No. 141, Business Combination (“SFAS 141”) and No. 142, Goodwill and Other Intangible Assets (“SFAS 142”).

Ipswitch Software, Inc. –  Ipswitch Software’s principal business activity is the development and marketing of software products and services for small and mid-sized businesses for use in corporate networks world-wide. The Company is a leading developer of network management, messaging and file transfer solutions. Ipswitch Software acquired Standard Networks, Inc. in January 2008 for $11,200,000. As part of the transaction  Ipswitch acquired: customer list, trade names, non-compete agreements, software technology, and assembled workforce.  Foxboro Consulting valuation specialists prepared the intangible asset valuation. As a result of our determination of the fair value of the intangible assets, the Company was able to comply with the requirements Financial Accounting Standards Board (“FASB”) Statements of Financial Accounting Standards No. 141, Business Combination (“SFAS 141”) and No. 142, Goodwill and Other Intangible Assets (“SFAS 142”).

Ascential Software, Inc. – Purchased the stock of Mercator Software, Inc. for $106,000,000.  Foxboro Consulting valuation specialists determined the fair value for the subject tangible and intangible assets  of Mercator Software, Inc., which has its headquarters in Wilton, Connecticut. Foxboro Consulting valuation specialists appraised the designated assets to assist Ascential Software with  its allocation of the purchase price among the assets to be appraised for financial accounting and tax reporting requirements in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Statements 141, Business Combinations (“SFAS141″) & 142 Goodwill and Other Intangible Assets (“SFAS 142″) and the Internal Revenue Code.

CSPI – Systems & Solutions Division of MODCOMP is a Fort Lauderdale, Florida based division of CSP, Inc. Systems & Solutions’ principal activity is to provide third party hardware and software in the information technology (IT) market. The products offered focus on storage, security, networking and communications. The Company offers multi-vendor integration services to its customers. Foxboro Consulting valuation specialists prepared a valuation of the business enterprise of the MODCOMP Systems & Solutions Division in achieving compliance with Financial Accounting Standards Board Statement No.142 – Goodwill and Other Intangible Assets.