JERRY M. HANSEN BERKELEY RESEARCH GROUP, LLC 2525 McKinnon Street, Suite 400 Dallas, TX Direct:

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1 Curriculum Vitae JERRY M. HANSEN BERKELEY RESEARCH GROUP, LLC 2525 McKinnon Street, Suite 400 Dallas, TX Direct: SUMMARY Jerry Hansen is an experienced forensic accountant with over 12 years of experience in purchase price dispute arbitrations, anti-bribery/anti-corruption due diligence and investigations, fraud and other types of forensic accounting investigations, and audit services. Jerry also has over 12 years of industry experience in software revenue accounting, mortgage banking and insurance claims. Jerry was previously the Southwest Region leader of Ernst & Young s Transaction Forensics practice, a specialty practice that focuses on due diligence services (primarily related to anticorruption and other forensic due diligence) and disputes and investigations that stem from contemplated and completed merger and acquisition transactions. Jerry has experience in purchase price dispute arbitrations, anti-corruption due diligence and forensic accounting investigations in a wide range of industries including technology, energy, transportation, manufacturing, software, food services, publishing, automotive, retail, staffing services, advertising and financial services. EDUCATION M.S. (Accounting) B.B.A. (Finance) University of Virginia Southern Methodist University PRESENT EMPLOYMENT Director, Berkeley Research Group, LLC PREVIOUS POSITIONS Senior Manager, Ernst & Young LLP - Fraud Investigation & Dispute Services, Revenue Manager, McAfee, Inc., 2006 Senior Revenue Analyst, Nortel Corporation, Senior Associate, Ernst & Young LLP - Fraud Investigation & Dispute Services,

2 PROFESSIONAL EXPERIENCE Merger & Acquisition Disputes Technology Led a purchase price dispute arbitration engagement related to the acquisition of a security products firm by a global technology company. This engagement involved the analysis of the historical accounting policies and practices of the acquired company as well as the acquiring company, including accounts receivable, technological obsolescence and inventory valuation. Serving as the expert for the security company, the report submitted led to a favorable settlement for the client. Transportation Served as the expert for a large multi-national truck manufacturer related to a $30 million post-closing purchase price dispute arbitration involving 28 disputed items. The items in dispute included inventory, accounts receivable, taxes, various accruals, as well as purchase agreement specific items, all related to GAAP compliance. Software Led a post-acquisition engagement to resolve a dispute prior to arbitration. Extensive knowledge of software revenue recognition was the key to a successful negotiation by our client, which resulted in several millions being paid to our client. Technology Served as the neutral arbitrator in resolving an $18 million purchase price dispute related to the valuation of inventory of a US based manufacturer of cable TV equipment. Private Equity (steel finishing) Led a post-closing purchase price adjustment negotiation for a significant private equity firm in the Midwest. Procedures included gathering the relevant information regarding the post-closing adjustments and assisting our client in preparing a response. The project resulted in a favorable outcome for the client, ultimately saving them millions of dollars. Transportation (tractor trailers) Led an engagement for a major multinational corporation in the Midwest providing assistance in resolving a post-closing purchase price dispute related to the sale of one of the client s subsidiaries. The subsidiary had operations in the US and in Asia. This involved significant consultation with the sold entity personnel and negotiation with the buyer regarding over two dozen disputed items, representing several million dollar. The disputed items included value added taxes, accounts payable, inventory reserves, other taxes, adjustments for insurance claim receivables, and warranty reserves. The response prepared to the buyer s proposed adjustments resulted in the buyer reducing their claim by over 80%. Manufacturing Led an arbitration engagement in resolving numerous disputed items between the buyer and seller of a water purification company. The issues in dispute included working capital and EBITDA items including servicing liabilities, finance profits, loss holdback reserves, operating lease income, revenue recognition, inventory reserves, bad debt reserves, and international consolidations. Private Equity (chemicals) Led a team that assisted a global private equity firm in presenting its position in a significant purchase price dispute related to its divestiture of one of its portfolio companies. The buyer in this transaction disputed several items regarding taxes and bonus payments. Healthcare Led an engagement involving forensic and transaction advisory professionals related to a significant post-closing dispute for a major US healthcare insurance provider. 2

3 The client sold one of its subsidiaries to another healthcare provider. There were over 40 items in dispute representing a purchase price reduction adjustment of over $100 million requested by the buyer. These disputed items were related to all major categories of working capital and EBITDA in this complex transaction. Technology Led an arbitration engagement as the representative for the client in presenting its position on numerous proposed purchase price adjustments including accounts receivable, inventory, rebates, price protection and sales allowances. The opposing party reduced its dispute by two-thirds after receiving the initial submission to the arbitrator. The final arbitration ruling awarded the client 99% of the disputed amount. Manufacturing Led an engagement resulting in the determination of net working capital items related to the acquisition of an international steel company. The procedures involved work in foreign countries and the application of IFRS to the acquired company s financial statements. Healthcare Led a purchase price dispute arbitration engagement providing assistance to the seller of regional outpatient dialysis centers. The dispute was related to the calculation of EBITDA for the relevant earn-out period provided in the transaction agreement. At the outset, the opposing party s position was that the seller was due $0 out of possible maximum earnout of $4.5 million. We assisted the client s counsel in the preparation of the arbitration submissions. Publishing Led an engagement to assist a client in resolving a post-closing purchase price dispute. Procedures included an initial negotiation with the seller s accountant, and when the dispute evolved into a full arbitration, including assisting the client in preparing it submissions to the arbitrator. Manufacturing Led a project resolving a $12 million purchase price dispute between two multi-national conglomerates. The primary issues were related to the inventory reserves at several divisions that manufacture different types of steel products. Procedures included analyses of various types of inventory at each location, including a variety of gas storage tanks, valves and raw materials. Mobile Communications Led a purchase price dispute arbitration engagement for which we served as the neutral arbitrator. This was very complex dispute involving numerous disputed items, primarily related to inventory, accounts payable, accrued expenses and other contractually negotiated items. Energy Led a purchase price dispute arbitration engagement as the expert for the buyer. Assistance to the client included analyzing the disputed items and preparing submissions to the arbitrator. The items in dispute were related to various contractual provisions and their impact on the calculation of net working capital. Retail Products Led a purchase price dispute arbitration engagement, resolving a dispute related to the sale of a cosmetics company. The primary issues related to inventory, accrued returns and allowances, prepaid expenses and bonuses. Automotive parts Led a purchase price dispute arbitration engagement in a neutral capacity. This engagement involved the analysis of post-acquisition performance of the acquired product line as well as the accounting policies and practices of the acquiring 3

4 company and the historical accounting practices of the acquired company all relevant to the calculation of the contractual earn-out provision. The engagement also involved the analysis of submissions from the parties, extensive attorney interaction, and a hearing. Health Food Products Led an engagement serving as the expert for the acquiring company of a health food distributor with operations throughout the US. This dispute began with 24 items disputed items, some of which were resolved based on our analysis and participation in the dispute resolution negotiation prior to arbitration. The arbitration proceeding, for which we issued an expert report to the neutral arbitrator, resulted in our client winning on a significant number of the issues. Transportation (commuter trains) Participated in an international purchase price dispute engagement involving professionals from several countries, practices and professional services firms. Primary focus was in the forensic technology area to prepare evidence for counsel. Energy Led an arbitration engagement resolving a post-closing purchase price dispute. This dispute involved the sale by a private equity firm of an electricity provider in its portfolio to a regional electricity provider in Texas. The dispute centered around a few items of contractual compliance and the impact on net working capital for purposes of calculating the purchase price adjustment. Trade Schools Led an arbitration engagement resolving a post-closing purchase price dispute. This engagement involved the resolution of a dispute between the seller of a collection of trade schools and the buyer, primarily related to accounts receivable. Advertising Led an arbitration engagement resolving a post-closing purchase price dispute. This engagement involved the purchase of a regional advertising by a large advertising conglomerate. Procedures involved the analysis of several years of financial and contract data to determine a significant contractual earn-out. Retail stores Led an arbitration engagement to resolve a purchase price dispute related to the purchase of a national retail store chain. Assistance to the buyer in this matter included determining the magnitude of the errors in the net working capital statement prepared by the seller. This New York Supreme Court heard arguments related to several motions put forth in the matter, ultimately deciding that arbitration was contractually required. Financial services Led an arbitration engagement resolving a post-closing purchase price dispute. The primary issues were related to loan loss reserves and REO property valuations. Fraud Investigations Commercial Vehicles Led a multi-discipline team in performing an internal occupational fraud investigation at the subsidiary of a leading manufacturer of commercial vehicles. This engagement involved detailed accounting research, interviews of company personnel at the subsidiary and the parent levels, coordination with the company s general counsel s office, C- suite executives and external auditors, all in a very short time to allow for timely financial reporting. Employment Services Led an investigation into the identification and quantification of an embezzlement scheme by a former Director of Collections of a global employment services company. Procedures involved working with the company s auditors, external counsel and 4

5 other advisors. As a result of the procedures, the company engaged us to implement a global data analytics plan in an attempt to identify such issues earlier. Utilities Led an investigation into suspected fraud at the European headquarters of a US based multinational water utility company. The engagement involved the coordination of teams in Amsterdam, Germany and the US, as well as the analysis of documents in Dutch, German, French and English. The investigation was further complicated by the need to complete in a timely fashion due to the company s pending financial reporting deadline. Results of the investigation were presented to the company s auditors, leading to significant leadership changes at the client s European headquarters. Energy Led a segment of this engagement charged with the analysis of documentation and preparation of reports to the bankruptcy court related to a large energy company bankruptcy. This required detailed analysis of the actual structure of and accounting for off-balance sheet entities. Wind Energy Led an investigation for a global conglomerate related to one of its subsidiaries in the US that specializes in wind energy projects. The parent company was concerned that its US subsidiary was engaging in projects beyond its capabilities and was using the funding from the parent for other purposes. The results of the investigation were presented in a report to the parent company, and included recommendations for corrective action related to a variety of policies and procedures. Marketing Led an investigation for a buyer of a regional pharmaceutical marketing company. Immediately post-acquisition, the client became aware of potential fraud in the recognition of advertising revenue prior to the sale. The investigation included analyses of accounting records and presenting the findings to the client. Investigation findings indicated that approximately 80% of the revenue recognized for one segment of the acquired entity was completely fraudulent, resulting in the client receiving a significant purchase price refund from the seller. Commercial Equipment Led an investigation into possible transaction fraud at a recently acquired subsidiary of a private equity firm, leading to a complete management change at the subsidiary. Financial Services Led a segment of a large investigation into an international Ponzi scheme involving the identification of assets for over 200 subsidiary companies located around the world. Technology Led a shadow investigation engagement related to possible stock option backdating. Financial services Led and coordinated several aspects of an internal investigation of the accounting practices at a large mortgage funding company. The engagement involved the analysis of several years of accounting documents including SEC filings and external auditor work papers to determine compliance with US GAAP and regulatory requirements. Medical Research Led an investigation into possible manipulation of revenue recognition at a recently purchase subsidiary of the client. The issue was related to a pending earn-out to the seller based on the prior year revenue. 5

6 Energy Led aspects of an internal investigation of fraud at a major energy trading company, ultimately determining that serious internal control issues existed that allowed the fraudulent accounting to occur. Anti-Bribery / Anti-Corruption Due Diligence and Investigations Private Equity (water valves) - Led an international anti-corruption due diligence engagement for a US based client related to its contemplated acquisition of a valve company in Europe. The target company had sales all over the world, including many emerging economies that present significant potential corruption risk. Assistance to the client included assessing these risks, including a site visit in Europe and face-to-face meeting with the target company management. Private Equity (energy transmission) Led an international anti-corruption due diligence engagement for a US based client related to its contemplated acquisition of a group of four energy transmission companies in South America. Procedures included assessing the risks presented by the separate companies and communicating our findings to the client. Partially based on the findings, the client decided not to proceed with the transaction. Manufacturing (water valves) Led an international engagement for a multinational producer of valves regarding a contemplated acquisition of a company in Italy. Procedures included assisting the client in assessing the risks, including analysis of available information and face-to-face meeting with the target company. The results of the procedures were included in a report to the client, with the client ultimately deciding not to pursue the deal. Private Equity (metal fabrication) Led an international anti-corruption due diligence engagement for a US based private equity firm related to its contemplated acquisition of a group of metal fabrication companies in Turkey. The target company had sales in several emerging economies and limited compliance policies, presenting significant risks. Private Equity (oil field services) Led an anti-corruption due diligence engagement for a US based private equity firm related to its contemplated acquisition of an oil field drilling equipment company with operations in the US, Latin America, the Middle East and North Africa. Procedures included assessing the risks and performing significant testing of transactions in developing our findings. Private Equity (diversified industrial products) Led an international team in performing anti-corruption due diligence for a US based private equity firm related to its contemplated acquisition of an Italian company with operations in nine countries. Procedures included analyses of financial data, interviews of target company personnel in all nine countries and performing background checks. Medical Devices Led two separate anti-corruption due diligence projects for a large multinational medical devices company. The target companies had operations in China and Brazil. Procedures involved analysis of financial and compliance information, interviews of target personnel and background checks. Electronics (semiconductors) Led an international team in performing anti-corruption due diligence related to a contemplated acquisition of a Chinese company. Procedures led to renegotiation of the terms of the purchase agreement. 6

7 Manufacturing (water valves) Led two separate engagements for a multinational producer of valves. The projects, based in Russia and Lebanon, involved analysis of potential corruption or other violations of company policies regarding travel and entertainment expenses, debit cards, petty cash, and similar items. Recommendations for corrective measures were included in the reported findings. Other Expert Services and Litigation Support Manufacturing (diversified industrial) Served as the named expert for an international diversified industrial products company related to litigation filed in France regarding a recent divestiture of a subsidiary. The litigation was related to the calculation of amounts due to management of the divested company. I performed the necessary analyses and prepared my expert report and my rebuttal to the opposing expert s report, both of which were filed with the French court. Ultimately, this matter settled prior to testimony. Professional Services (audit services) Led a team in defending a global public accounting firm against audit malpractice allegations related to its audit of a US commercial loan company. This matter was ultimate settled in our client s favor. Professional Services (audit services) Served as the consulting expert for a global public accounting firm and its counsel against audit malpractice allegations, including willful and negligent misconduct, related to its entire audit history of an offshore based hedge fund. This lawsuit was related to the Madoff Ponzi scheme and involved a claim from the liquidators exceeding $1 billion. Bank Lending (commercial loan accounting) Led a team in assisting the FDIC in pursuing claims against a bank in Puerto Rico related to the bank s claims for loan default payments under a shared-loss agreement with the FDIC. The bank had purchased the assets of a failing bank via a bid process with the FDIC. The issue was the bank s accounting for the non-performing loans of the acquired bank assets, resulting in the amounts being claimed by the bank under a shared-loss agreement with the FDIC. Our assignment was to rebut the bank s expert s conclusions and to assist in presenting the FDIC s position in 3-member arbitration panel hearing. Manufacturing (diversified industrial) Led a team in defending a global chemical company against litigation claims alleging its product caused the failure of ice skating rink, resulting in closure of the facility. Plaintiff s claims alleged damages of over $12 million. Compliance Services Employment Services Led a team in performing compliance testing and interviews for a global employment services company. The engagement involved assessing and reviewing the level of compliance in the various specialty groups including medical, financial and security industries. Technology hardware Led a series of projects for a global computer company to analyze and determine contractual pricing compliance by the company s vendors. Based on the results of the projects, our client received millions of dollars in compliance payments and concessions. 7

8 Financial Statement Audits Real estate Led a team on an audit of a large industrial property trust. Primary focus was on property acquisitions and dispositions, distributions and contributions from shareholders/partners, minority interests and GAAP rents. Healthcare Led a team on a multi-location audit of an acute care hospital network. Real estate Led a team on the first year audit of two investment partnerships for an international investment company. The client invests the funds of wealthy investors through investments funds set for a specific purpose, which was to invest in residential development property partnerships. Transportation Performed portfolio analysis and valuation of assets in various mutual funds set up as retirement vehicles for the company s employees. Technology Performed extensive stock option analysis including fair value calculations to determine compensation expense. Also, performed detailed SAB 101 analysis for advertising barter transactions. Industry Experience Software Served as a revenue manager for McAfee, a global security software company. This required extensive knowledge and practical application of software revenue recognition principles. Duties involved determining appropriate revenue recognition timing for multimillion dollar, multiple element enterprise software transactions. Telecom Served in a revenue governance capacity for Nortel, a multi-national telecommunications company. The revenue governance group reviewed contracts for revenue recognition issues related primarily to embedded software and service contracts. Mortgage Origination Served as a mortgage loan officer for Reliance Mortgage, a regional mortgage brokerage firm. Duties included analysis of borrowers, loan recommendation, and loan pricing. Construction Managed a construction company specializing in insurance claims related storm, fire and water damage. Worked with insurance adjusters to determine the scope of the loss and repair estimates. Managed accounting and finance functions. CERTIFICATIONS Certified Public Accountant (CPA), licensed in Texas and California PROFESSIONAL AFFILIATIONS American Institute of Certified Public Accountants (AICPA) 8

9 PUBLICATIONS AND PRESENTATIONS Avoiding M&A Disputes: Five Things You Must Do on Your Next Deal, Corporate Compliance Insights (article author, 2014) Litigation Services Handbook: The Role of the Financial Expert (book co-author, 2012) Update on Anti-Bribery and Corruption Considerations in M&A (article co-author, 2012) The Guide to Investigating Business Fraud (book contributing author, 2009) Transaction Forensics - Annual presenter (5 consecutive years 2008 to 2012) at Ernst & Young s Global Fraud Investigation & Dispute Services Executive Conference 9