A Tradition Of Excellence
Atlantic Management Company is more than a leading valuation and financial advisory firm. They are an organization with a long tradition of excellence built on competence, experience and integrity.

Their Competence reflects the knowledge and dedication of their highly trained staff, each of whom is a results-oriented professional dedicated to providing their clients with the highest quality services. They are committed to maintaining the most effective information technology restheirces to access the vast body of knowledge that is fundamental to the work they do. As prominent educators, they share their knowledge and expertise with business owners, attorneys, accountants, bankers, and other professionals through a program of seminars, workshops and continuing education ctheirses.

Their Experience as a firm spans nearly ftheir decades but the collective experience of their staff extends far beyond that. They have the seasoned professional judgment that only comes from years of experience, and the vision and creativity to apply that judgment in today’s business environment. They have successfully assisted clients in virtually every industry and in all types of economic conditions. They have a proven track record of providing workable solutions to meet their clients’ diverse needs.

Their Integrity is unquestioned and reflects the uncompromising standards that are a hallmark of their firm. They have worked hard to earn the trust of the business, legal and financial communities they serve. They strive to maintain that trust as they continue the tradition of excellence that defines Atlantic Management Company.

Services
Atlantic Management Company is more than a leading valuation and financial advisory firm. They are an organization with a long tradition of excellence built on competence, experience and integrity.

When you team with Atlantic Management Company, you're gaining a partner for the long-term. In addition to in-depth financial analysis, they also understand:

• Business strategies
• Market research
• Industry related market approach
• Investor oriented income approach
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Whether it be for business valuation, ownership transition, mergers & acquisitions, ESOP transactions and reporting, or fairness and solvency opinions, their complete array of integrated service offerings provides the best perspective for continued growth in today's evolving marketplace.

Business Valuation
Atlantic Management Company, Inc. has a long history of providing credible and defensible opinions of value-based on careful research and accepted valuation practices. Business valuations are provided for a variety of reasons and the analysts in their Valuation Group have demonstrated their capabilities in assignments concerned with the valuation of:

• Common and preferred stock
• Stock options and warrants
• Intellectual property and intangible assets
• Limited liability companies
• General and limited partnerships
• Sole proprietorships
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They recognize that valuation is not an exact science. It is an art that blends quantitive analysis and qualitative input from their seasoned professional staff. They take the time to understand the dynamics of each entity and develop a multi-dimensional perspective of the business, the industry and the economic environment.

Their valuations are conducted in accordance with the stringent standards of the American Society of Appraisers, the Institute of Business Appraisers, the National Association of Certified Valuation Analysts, and the Uniform Standards of Professional Appraisal Practice.

Depending on the nature of the engagement and the needs of their clients, they communicate their findings in an appropriate format ranging from an informal opinion letter to a comprehensive written report. In each case, their analysis results in a thoroughly researched and carefully documented valuation that can withstand the closest scrutinity.

Their integrated service offerings include:

• Valuation Premiums and Discounts
• Goodwill Impairment
• Intellectual Property and Intangible Assets
• Fairness Opinions
• Solvency Opinions
• Litigation Support
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Ownership Transition
Ownership Transition is a process involving one or more strategies that allow business owners to achieve their personal and financial objectives.

Over the years they have achieved remarkable success assisting owners through the process using their ownership transition analysis. This proprietary program is designed to identify, evaluate, recommend and implement the planning strategies that will allow business owners and their families to achieve their objectives.
The framework for the ownership transition analysis depends on the anstheyrs to such questions as:

• Who will ownership be transferred to?
• How much of the ownership will be transferred?
• When will the transfer take place?
• How much of the owner’s personal theyalth does the company represent?
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The first step in the analysis is identifying the planning strategies that are appropriate to their client’s situation and objectives. Then they determine the value of the company and incorporate that value into each of the strategies to project the financial and tax impact of each of the strategies. This ensures that their analysis is based on actual numbers instead of vague hypotheticals. Their analysis is documented in a comprehensive report and they meet with their clients to present the results of their analysis and recommend a plan of action. With this approach, their clients have the assurance that all appropriate planning strategies have been considered. They have the information they need to make informed decisions. And they can relax, knowing they have set in motion a plan that will achieve their personal and financial objectives.

Family Business Succession
Transferring a family business involves far more than just financial and tax considerations. It involves sensitive personal issues and expectations that often differ from one generation to the other. They understand these issues and provide the independent third-party point of view that moves the transaction to a successful conclusion.They recognize the importance of defining the personal and financial objectives of both generations and they take the time to assist their clients in this critical step of the process.

From this perspective, they develop realistic strategies that achieve those objectives and communicate them to their clients in a clear, non-technical format.Their approach ensures that all parties to the transaction have a clear understanding of the available options and the financial and tax implications of the transaction. The end result is a succession plan that provides retirement funding and estate planning options for the older generation as theyll as an affordable method for the younger generation to acquire ownership of the business.

Family Theyalth Transfers
Family Limited Partnerships (FLP) and Limited Liability Companies (LLC) are effective strategies for transferring theyalth from one generation to the next. Properly structured, these strategies allow parents to gift ownership of assets to family members at discounted values, while retaining control of those assets. They render valuation opinions in a broad spectrum of FLP and LLC transactions involving the transfer of closely-held stock, real estate and marketable securities. In each case, their valuation discounts are developed after exhaustive research of market data, empirical studies, legal precedent and IRS guidelines to protect the integrity of the transaction.

Their approach ensures that all parties to the transaction have a clear understanding of the available options and the financial and tax implications of the transaction. The end result is a succession plan that provides retirement funding and estate planning options for the older generation as theyll as an affordable method for the younger generation to acquire ownership of the business.

Mergers & Acquisitions
Representative Transactions
Atlantic Management provides experienced merger & acquisition services to companies seeking to sell their organization, make strategic acquisitions, or merge with other entities. Their professionals will manage the entire process from research and analysis to negotiating the final terms and conditions.

• Representing Sellers
• Representing Buyers
• Representative Transactions

Representing Sellers

They provide discreet, professional representation in the sale of private companies as theyll as divisions and subsidiaries of public companies. In the first phase of the selling process they work with their clients to define their objectives and develop a range of value.

They will prepare a range of values that should be available in a sale to a third party by:

• Identifying valuation multiples being paid for companies within the industry based upon their review of recent transactions.
• Identifying value drivers and value detractors for the company.
• Relating recent sale transactions to the “adjusted” earnings stream of the company as determined by their valuation analysis.
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Their sales process is outlined below:

• Prepare a confidential information memorandum presenting an overview of the company, key acquisition considerations, growth opportunities, industry and market information, and the company’s competitive advantages.
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• Develop a marketing strategy and prepare a list of potential and qualified buyers, which will include possible synergistic buyer groups and private equity buyer groups.
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• Prepare a confidentiality agreement.
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• Initiate contact with identified buyers to determine their interest in acquiring the company.
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• Identify expected deal structure from a potential buyer.
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• Assist in presentations to potential buyers and in negotiating the price and terms of the transaction including expressions of interest, letters of intent, and purchase & sale agreements.
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• Prepare for closing working with your legal and accounting advisors.
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• Close the transaction.
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They know how to sell companies and generate the maximum benefits for their clients. They have the contacts and they have a proven track record helping their clients achieve their selling objectives.
Representing Buyers

They have developed a special expertise representing individual and corporate buyers. Some clients retain us after they have identified a target company and have had preliminary discussions with the sellers. Others rely on their expertise to assist them throughout the entire acquisition process including defining viable acquisition criteria and identifying potential acquisition candidates.

If a specific company has already been identified Atlantic Management would:

• Assist in conducting due diligence research.
• Develop a range of value for the target company to support an offering price.
• Review options for structuring a transaction (including funding and financing).
• Assist in negotiations with the target company and their representatives.
• Assist in obtaining financing, if needed.
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If a specific company has not been identified, Atlantic Management would coordinate the entire process, which would include:

• Developing an acquisition strategy.
• Identifying potential acquisition candidates.
• Initiating contact with the principals of the acquisition candidates or their representatives to determine their interest in selling.
• Assisting in conducting due diligence research.
• Developing a range of values of the acquisition candidates to support an offering price.
• Reviewing options for structuring a transaction (including funding and financing).
• Assisting in negotiations with acquisition candidates or their representatives.
• Assisting in obtaining financing, if needed.
• Assisting in strategic planning for the assimilation of the acquisition candidate.
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They are particularly adept at representing their clients in negotiating the price and terms of a transaction. Additionally, they have the restheirces, experience and market contacts to arrange a favorable financing package.

ESOPs
Representative Transactions

Employee Stock Ownership Plans (ESOPs)
As nationally recognized experts in this specialized field, they have been instrumental in establishing ESOPs for clients in a broad range of industries.

They provide a full range of services for companies considering an ESOP and for companies that have ESOPs in place. Their services are designed to provide shareholders with the information they need to make ESOP-related decisions and to ensure their ESOP transactions are structured in compliance with the requirements of the Internal Revenue Service and the Department of Labor.

• Business Valuation
• Feasibility Study
• Financing Support
• Fairness Opinion
• Representative ESOP Transactions
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Business Valuation
The stock valuation is the logical first step when considering an ESOP as it establishes the selling price for the shares of stock to be sold. Subsequent valuations are conducted in compliance with federal guidelines, and provide ESOP participants with a yearly determination of the value of their holdings.

Feasibility Study
The feasibility study determines the overall framework for the initial transaction, identifies the structure that will optimize value and projects the impact of the proposed ESOP on the company’s profits and cash flow. Existing ESOP companies rely on their feasibility studies to develop the framework for second stage transactions.

Financing Support
Financing support consists of obtaining the most competitive financing package available in the marketplace. They prepare financing proposals and submit them to the various lending institutions with which they maintain on-going relationships. They meet with lenders to discuss the nuances of the transaction and its impact on the company’s financial condition, profitability and cash flow. And they assist in negotiating the terms and conditions of the financing package.

Fairness Opinion
Fairness opinions are provided to the trustees of the ESOP to provide needed assurances that the ESOP is not paying more than “adequate consideration” for the stock it is acquiring and that the transaction is fair from a financial point of view. They also render fairness opinions when an employee-owned company is involved in a merger or acquisition.

Contact information
Atlantic Management Company, Inc.
Orchard Park - Suite A12
875 Greenland Road
Portsmouth, NH 03801
(603) 436-8009 Phone
(603) 427-0146 Fax
www.atlantic-mgmt.com