Consolidation/"Roll-Up" Advisory Services

In business, consolidation is simply the combination of two or more companies into one entity. When a consolidation involves a larger number of similar companies, it is referred to as a roll-up.

Valuation issues are critical when considering a business consolidation or roll-up strategy. In its simplest form, a roll-up is nothing more than a series of transactions. Whether an entity is consolidating two companies or twenty, it must have a good understanding of what each roll-up company brings to the transaction in order to conclude properly the value of the resulting entity. Adams Capital's professionals are experts in recognizing a company's unique facts and circumstances and incorporating them into the final value conclusion.

Understanding the value of each company involved in a roll-up is a crucial and time-consuming part of the consolidation process. Adams Capital assists in understanding the dynamics of the marketplace, the business and industry risks, and the opportunities to increase shareholder value. When determining each company's value, we perform a detailed analysis of:

• Financial condition and operating performance (both historical and projected);


• Industry trends and expectations;


• Economic and competitive environment;


• Key personnel and management team issues;


• Intangible asset value;


• Market price of similar public companies;


• Recent sales of comparable companies; and


• Adjustments necessary to reflect post-consolidation operations.

We also assist in the determination of the value of the resulting consolidated entity. Issues we consider include:

• Appropriate timing of the consolidation;


• Strategic benefits gained from the consolidation;


• Increased operating efficiency of the new company;


• Translation of shares of individual companies into shares of the new company;


• Equitable distribution of ownership shares in the new company;


• Compensation of the new management team (i.e. - stock option valuation); and
  
• Potential business directions and exit strategies (i.e. - further acquisition or IPO)

Adams Capital has the expertise to ensure that the fair value of each roll-up company, the consolidated entity, common or preferred stock, and stock options are determined correctly. Furthermore, through our detailed valuation methodology, our experienced professionals frequently identify profit enhancement opportunities. If you are embarking on a consolidation or roll-up strategy, please call us to discuss the importance of valuation to your success.

For permission to reproduce or quote this brochure, please contact info@adamscapital.com.

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©Copyright 2005, Adams Capital, Inc.
Updated April 2005
Adams Capital, Inc. - Business Valuation Services
600 Galleria Parkway, Suite 1850, Atlanta, GA 30339
770-432-0308 FAX 770-432-4138

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