Business Valuation Expert Witness Services Forensic Accountant Economic Expert

THE OSTERMUELLER GROUP

A Limited Liability Company

Business Valuations, Litigation Support/Testimony, and Merger/Acquisition/Research Consulting

BACKGROUND AND QUALIFICATIONS

The Ostermueller Group (TOG) is a professional firm of independent valuation advisors, certified fraud examiners, expert witnesses and merger/acquisition/economic research consultants. Since 1981, they have provided attorneys (plaintiff and defense), CPAs, insurers and other financial services professionals, and their clients with independent business/professional practice appraisals, fraud/forensic investigations, a broad range of damage compilation and other litigation support services, expert testimony, fairness opinions, economic research, M&A services, and related advisory services.

TOG is a member firm of the Financial Consulting Group, L.C. (FCG). FCG is a national organization of 60+ BV practices and related firms who have pooled their technical expertise and created large organization synergies. FCG allows its member firms to have access to other FCG associates with specific valuation/litigation experience and industry knowledge, to work together on large projects needing additional staffing, and to develop shared processes and methodologies that increase the ultimate effectiveness and quality of services to clients.

TOG’s services are applied to:

· Estate and transaction planning issues for closely held ownership succession and

family ownership entities (like FLPs, LLCs & S Corp.s) including gifts, recaps, redemptions, buy-outs, ESOPs, and the like.

· Constructing, evaluating or negotiating offers to purchase, sell or merge going businesses, and other Corporate Finance and Merger/Acquisition services to small and middle-market entities.

· Independent valuations for estate tax returns, gift tax returns, S Corp. conversions and other tax-compliance matters.

· Business valuations, damage compilation and claim assessments for personal and business-related litigation.

· Fraud/Forensic Investigations and related services.

· Due-diligence reviews of proposed buy/sell transactions and/or of alternatives for shareholder buyouts, ownership succession or recap issues.

· Dissident shareholder suits and fairness of value opinions

· ESOPs, especially as a tool for owner buy-out, owner succession, estate planning and LBOs.

· External Business Valuation Counsel to CPA’s and other Financial Professionals

· Strategic and/or forensic research into financial, accounting, economic and compensation fairness issues, including public and private market data bases on securities, executive compensation, and business valuations and related case law.

Based in the St. Louis, Missouri metropolitan area, The Ostermueller Group has served U.S. clients from Alaska, Hawaii and California east to Massachusetts and Maine. The Ostermueller Group has served Canadian clients in the Toronto, Ontario, Vancouver, B.C. and Whitehorse, Yukon areas. Their professionals have been qualified as expert witnesses for valuation, damage projections and compilations, and for other business/financial purposes in a variety of courts, including U.S. Federal, Probate, Bankruptcy and State Courts, and in the Canadian Supreme Courts.

Mr. Ralph Ostermueller, CPA, ASA, ABV, CBA, CFE, MAE, has been called before courts on multiple occasions as an expert witness for business valuations and personal/ business damages.

Mr. Ralph E. Ostermueller, CPA, ASA, ABV, CBA, CFE, MAE

Mr. Ostermueller has been in the professional practice of accounting, management consulting, business brokerage/M&A, and independent appraisal since 1962. He has served as Senior Manager, Director, Department Head, Consultant and Senior Staff for three national/international CPA and management consulting firms, owned and operated a small business brokerage in St. Louis, and was the Chief Financial Officer for a five-bank group in Oklahoma.

In addition to being certified and licensed as a CPA in Missouri, Mr. Ostermueller is also certified as an Accredited Senior Member of the American Society of Appraisers (ASA) - Business Valuation and Intangibles, an Accredited Business Valuer (ABV) by the American Institute of CPAs, and as a Certified Business Appraiser (CBA), by the Institute of Business Appraisers. He earned these designations by successfully passing each of their uniform comprehensive examinations in appraisal ethics and principles and in general/business valuation, appraisal theory and practice and/or by having two of his actual business valuation reports technically reviewed and passed by an examining member(s) of the respective business valuation professional society(s).

Further, Mr. Ostermueller is a member of the Business Valuation Subcommittee of the American Institute of Certified Public Accountants (AICPA) and he has served multiple terms as Chairperson of the statewide Litigation Services Committee and on the Public Relations Committee for the Missouri Society of Certified Public Accountants (MSCPA). He has been admitted as a Practicing Member of the Academy of Experts (MAE) in London, England, and is also a Certified Fraud Examiner (CFE).

Mr. Ostermueller's clients include closely held business owners (and prospective owners), and their CPA/attorney professionals, whom he has served in valuation, sale, merger and acquisition matters for many years. His expertise in the area of business valuations, executive and other position evaluation and compensation systems, discovery/evidentiary/forensic techniques and projection/compilation of economic damages has resulted in his being called as an expert witness in a variety of court and other legal proceedings in the U.S. and Canada.

Mr. Ostermueller has been a member of the AICPA’s Business Valuations Subcommittee, where he was the Task Force Leader for ABV Member Benefits (e.g., the new ABV Website within the AICPA’s Portal project). Mr. Ostermueller has been an Instructor in the ASA's and AICPA's respective business valuation certification programs and he has served as a guest lecturer for the University of Missouri, Lindenwood University and St. Louis University, as well as for several professional and civic organizations and associations. He has served on the AICPA/ABV Examination Questions Sub-Committee. He also has served as a CBA Candidate Mentor for the IBA and was a member of the ASA's International Board of Examiners.

Mr. Ostermueller is the author of Practitioners Publishing Company’s COMPANION to the PPC Guide to Business Valuations – 1996, 1997 and 1998. The COMPANION is a multiple template-based software (Excel 7.0 & 5.0, Lotus 5.0 & 4.0, QuattroPro 5.0, and Lotus (DOS) 3.4 w/WYSIWYG), written to automate the BV process in this annual guide that has been designated as an Authoritative Publication by the ASA-BV Committee.

Mr. Ostermueller’s newspaper column Expert Opinion is published in multiple legal newspapers and his articles are also published in professional legal journals, including Lawyers Weekly, Expert Witness Supplement, in Massachusetts, Missouri, Michigan, Rhode Island, Virginia, and the Indiana Trial Lawyers Association publication, The Verdict.

He is a frequent lecturer on valuations of closely held companies and has authored the AICPA's MAP Series' section on Valuation/Appraisal of Closely Held Companies. Most recently (February, 2001), he co-developed and co-presented the AICPA’s seminar on Business Valuation to 20 U.S. Federal judges from the Tax, Claims, Bankruptcy and District courts in a 2-day taped session at the Federal Judicial Center’s facilities in Washington, D.C. The finished seminar tape is scheduled for distribution to the entire Federal Judiciary via the Center’s in-house TV facilities & via tapes made available to each of the Federal Courts.