WTAS Valuation Services Group Information & Overview March 2014 Presented to 1
Table of Contents I. WTAS Valuation Services Overview II. WTAS Overview III. Services Offering IV. Approach V. Professionals 2
WTAS Valuation Services Overview Valuation Services Los Angeles San Francisco Seattle New York Boston Philadelphia West Palm Beach WTAS is one of the largest independent, full-service valuation firms in the country. Clients have ranged from individuals and small start-up operations to multibillion-dollar global enterprises. Our team has been engaged by a variety of national and international clients with locations throughout North America, South America, Europe, and Asia Pacific. WTAS employs approximately 50 full-time valuation specialists across the country with over 30 of those employees located on the West Coast. Our Los Angeles office currently employs 9 full-time valuation specialists. 3
WTAS Overview Baltimore Boston Chicago Dallas Los Angeles New York Palo Alto Philadelphia San Francisco Seattle Washington, D.C. West Palm Beach WTAS is one of the largest independent tax and consulting firms in the United States, providing a wide range of tax, valuation, financial advisory and related consulting services to individual and corporate clients across the country. Firm Offices 4
WTAS Valuation Services Offering Financial Reporting Fair value measurement and disclosures Goodwill and long-lived asset impairment analyses Allocation of the purchase price paid in a transaction to acquired intangible and tangible assets Stock option, derivative, and cheap stock analyses Determination of the fair value of financial instruments Fair value reporting of investment portfolios Strategic Planning Intellectual property (IP) consulting, including IP portfolio mining and patent scoring/claims analysis Financial modeling and sensitivity analyses Business and asset valuations for financing Corporate Reorganization and Bankruptcy Valuation and financial advisory for debtors, creditor committees, secured and unsecured lenders, and other constituents Determination of enterprise reorganization and asset values for fresh-start accounting Liquidation, going-concern, and solvency analyses Assessment of collateral values Acquisitions, Mergers and Divestitures Due diligence support Analysis of potential operational and financial synergies Assessment of proposed capital structures Analyses for joint ventures, strategic alliances, management buyouts, and recapitalizations Formulation of value-allocation strategies between divisions of an acquired company Asset and Business Valuation We have extensive experience in valuing the following types of businesses and assets: Closely held companies and partial interests Family limited partnership and limited liability company interests Business operations, including subsidiaries, divisions, and profit centers Intellectual property, including patents, trademarks, trade names, copyrights, and trade secrets Intangible assets, including proprietary technology, intellectual property R&D, customer lists, relationships, contract rights, and covenants not to compete Preferred stock and debt instruments Options and warrants Investment portfolios, including private equity, venture capital, and hedge funds Machinery and equipment Real estate 5
WTAS Valuation Market & Industry Expertise Full service team business and intangible assets; real estate; machinery and equipment; and personal property. We have extensive expertise valuing businesses and assets in many industries, including, but not limited to, the following: Aerospace and Defense Agriculture Apparel Chemicals Computer Hardware Distribution E-Commerce / Internet Services Energy and Utilities Financial Services Food and Beverage Healthcare Products and Services Leisure Manufacturing Media Oil and Gas Pharmaceuticals and Biotechnology Retail and Consumer Products Semiconductors and Electronic Components Services (Business and Consumer) Software Telecommunications (Services and Equipment) Transportation 6
WTAS Approach WTAS Valuation Services professionals are highly qualified to help clients with critical valuation issues. Our deliverables are designed to withstand review by second parties and, as applicable, in administrative, regulatory body review, and court proceedings. Independence -- free from audit, research, and bond rating conflicts Analysis that goes beyond the models Understanding and documenting the story behind the asset or business being valued is just as (and sometimes more) important than just the quantitative analytics Our valuation group provides thorough and well-reasoned analyses, including, presentation of logical, defensible support for key assumptions, consideration of multiple valuation methodologies, and Out of the box thinking beyond standard approaches for unique assets / fact patterns Minimal diversion of clients resources and personnel We work with our clients to maximize efficiencies at every step of the valuation process Dependability / track record On-call availability during a project, with no missed deadlines Continuous communication so there are no surprises Experience with audit review teams We currently perform valuation work for clients that utilize the Big 4, mid-tier, and local / regional accounting firms for audit and attest services 7
WTAS Professionals WTAS is one of the largest independent firms in the United States, providing a wide range of tax, valuation, financial advisory and related consulting services to individual and corporate clients across the country. The firm is comprised of over 500 personnel located in fourteen major cities and encompasses top advisors with previous experience in international accounting firms, law firms, the IRS, and state taxing authorities. Our advisors hold multiple professional credentials and have depth in a wide range of capabilities allowing us to provide clients with comprehensive, integrated solutions. As an independent firm (not affiliated with an auditing firm), we are free from audit, research, bond-rating and other conflicts. We offer superior responsiveness in meeting your needs and deadlines, with minimal diversion of your time, resources and personnel. Los Angeles Office Contacts R.J. Starr Managing Director (213) 593 2328 r.j.starr@wtas.com Brian Reichert Director (213) 593 2305 brian.reichert@wtas.com 8
R.J. Starr Managing Director Los Angeles Email: r.j.starr@wtas.com Office: 213.593.2328 Fax: 213.784.7051 Education: University of California at Davis, BS (Managerial Economics) R.J. Starr has over 13 years of experience in delivering valuation analyses to both individuals and to corporate enterprises. As a member of WTAS Valuation Services Group, R.J. has specialized in the valuation of closely held businesses, business interests, intangible assets, intellectual property, debt instruments, derivatives (including stock options and option-embedded securities), and capital equipment assets. These engagements were conducted for a variety of purposes, including financial reporting; tax planning and reporting; strategic planning; mergers and acquisitions; litigation support; restructuring; and bankruptcy. Before joining WTAS, R.J. was a manager with a national professional services firm where he focused primarily on corporate valuation issues related to mergers and acquisitions, litigation, and strategic consulting. R.J. holds the Accredited Senior Appraiser (ASA-BV) designation. Affiliations: American Society of Appraisers (ASA BV) Association for Corporate Growth (ACG) 9
Brian Reichert Director Los Angeles Email: brian.reichert@wtas.com Office: 213.593.2305 Fax: 213.784.1509 Education: Bachelor of Science, Business Administration with a Finance, Real Estate, & Law Concentration, California State Polytechnic University, Pomona Brian Reichert has provided consulting and valuation services to individuals and domestic and foreign businesses for over 10 years. During his career, he has prepared valuation analyses for public and privately held companies in the technology (hardware and software), retail, food and beverage, apparel, life sciences, biotechnology, utility, manufacturing, engineering, aerospace and defense, financial services, real estate, wholesale industries and others. He has experience valuing and analyzing common and preferred equity, stock options and warrants, minority and controlling interests, intellectual property, debt instruments, and privately held interests. Prior to joining WTAS, Brian was a Manager with an international professional services firm specializing in business valuation services in Los Angeles and Costa Mesa. Prior to that, Brian was Manager at a regional investment banking and valuation advisory firm specializing in financial reporting related analyses, fairness opinions, ESOP transactions, mergers and acquisitions, and other tax reporting and planning valuations. Affiliations: American Society of Appraisers 10
Disclaimer The opinions and analyses expressed herein do not necessarily reflect those of WTAS LLC ( WTAS ) or any affiliate thereof. Any suggestions contained herein are general, and do not take into account an individual s or entity s specific circumstances or applicable governing law, which may vary from jurisdiction to jurisdiction and be subject to change. No warranty or representation, express or implied, is made by WTAS, nor does WTAS accept any liability with respect to the information and data set forth herein. Distribution hereof does not constitute legal, tax, accounting or other professional advice. Recipients should consult their professional advisors prior to acting on the information set forth herein. COPYRIGHT 2014 WTAS LLC ALL RIGHTS RESERVED. No part of this presentation may be reproduced, stored in a retrieval system, or transmitted, on any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of WTAS LLC. 11