WTAS Valuation Services Group

WTAS Valuation Services Group

Information & Overview

Table of Contents

I.

WTAS Valuation Services Overview

II.

WTAS Overview

III.

Services Offering

IV.

Approach

V.

Professionals

WTAS Valuation Services Overview

Valuation Services

 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 Overview

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.

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

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

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

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

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

WTAS Valuation Market & Industry Expertise

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 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)

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

WTAS Professionals

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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.

Brian Reichert

Director

(213) 593 2305

[email protected]

R.J. Starr

Managing Director

(213) 593 2328

[email protected]

R.J. Starr

Managing Director – Los Angeles

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.

Email: [email protected] Office: 213.593.2328 Fax: 213.784.7051 Education:

• University of California at Davis, BS (Managerial Economics) Affiliations:

• American Society of Appraisers (ASA – BV)

Brian Reichert

Director – Los Angeles

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.

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Email: [email protected] 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 Affiliations:

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.

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