Farrell Advisory - 07.03.2015 EXT

STATEMENT OF QUALIFICATIONS

July 3, 2015Copyright © 2015 Farrell Advisory Inc. All rights reserved.

Global Standards Driving Customized Solutions


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Dear Clients, Friends and Colleagues:

I am delighted to announce that I have set up Farrell Advisory Inc. toprovide professional and highly customized Chief Financial Officer andcorporate finance advisory services to a broad range of clients, includingprivate equity firms, corporations, and banks. I have taken this decision withthe confidence gained from over 20 years’ international experience in Big 4and international consulting firms and European listed and ManagementBuyout businesses specializing in corporate finance.

Our approach is to create an advisory service built on the best internationalknowledge, the highest corporate finance standards, and customizedservices. Our highly client-centered approach will focus on the needs of theindividual client, the unique circumstances of each client and a deepunderstanding of local opportunities. Farrell Advisory Inc. will rely on mypersonal knowledge of global and local markets. In this endeavor, I will besupported by a network of highly qualified professionals withcomplementary skills.

The menu of services below indicates the broad set of areas for our advisoryservices business:

Chief Financial Officer Function

Interim CFO

Strategy and maximizing value of the business to stakeholders

Business planning and performance analytics

Performance reporting systems optimization and management andcorporate reporting

Financial operations transformation

Organization alignment and definition and implementation of costreductions

Valuation advisory services and expert witness consulting

Tax advisory services

Mergers & Acquisitions

Setting the strategy for M&A target and identification and carve-outsof non-performing businesses

Capital raising initiatives

M&A project management, liaison with legal and other advisors andnegotiation with third parties

Transaction Advisory Services:

• Buy-side due diligence

• Sell-side due diligence including preparation for new capital raisinginitiatives

• Operational carve outs

• Lender due diligence

• Tax due diligence

Structuring transactions

Merger integration

Restructuring & Business Reengineering

Business diagnostic assessments for banks and other stakeholders

Turnaround and restructuring companies

Business transformations

Negotiation and evaluation

Project management and liaison with stakeholders.

We, at Farrell Advisory Inc., look forward to being your firm of choice andto discussing opportunities in more detail with you.

Best regards

David Farrell

Copyright © 2015 Farrell Advisory Inc. All rights reserved.

Our Vision


Farrell Advisory

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Farrell Advisory enhances clients’ market value and comparative advantage by improvingdecision making, the execution of corporate transactions and its capital and operating structure.


Overview of Services


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Mergers & Acquisitions

Define M&A strategy for target identification and carve-outs of non-performing businesses.

Project manage M&A transactions.

Negotiate with third parties.

Provide Transaction Advisory Services:

Buy-side due diligence;

Sell-side due diligence including preparation for new capital raising initiatives.

Operational carve outs;

Lender due diligence; and

Tax due diligence.

Structuring transactions.

Integrate acquisitions.

Chief Financial Officer FunctionRestructuring & Business

Reengineering

Interim CFO.

Set corporate growth strategies:

Define companies key strategic objectives (e.g., growth, revenue streams and financial and operational resource allocation).

Assessment of strategic alternatives for shareholder value maximization.

Articulate actions plans to implementation.

Develop budgets and business plans.

Develop performance analytics.

Optimize performance reporting.

Transform financial operations.

Align organization and define and implement cost reductions and RIF planning.

Valuation advisory services and expert witness consulting.

Tax advisory service.

Perform business diagnostic assessments for banks and other stakeholders on distressed businesses.

Turnaround and restructuring.

Define plans to improve performance, increase efficiency, reduce cost of production/delivery of service and aligned management’s remuneration with other stakeholders’ objectives.

Transform business operations.

Negotiate and evaluate new terms of lending.

Project manage and liaise with stakeholders (e.g., banks, borrowers, investment bankers, management, customers/vendors, and shareholders).


Evolution of the Role



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From Reactive Participant to Proactive Leader

CFOs are now expected to deliver a finance organization that gets the numbers right (“ReactiveParticipant”) and to partner with CEOs, Boards and Shareholders in shaping the company’sinfrastructure and strategy (“Proactive Leader”).


Reactive Participant



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Stewardship

Protect assets of business.

Analyze historical performance.

Perform transaction accounting.

Report on costs.

Reconcile ad hoc financial systems.

Manage an overload of targets, measures and controls.

Optimize back-office structure and payroll processing.

Standardize process and data.

Leverage technology spend and ERP.

Eliminate unnecessary processes.

React to compliance, tax and regulatory issues.

Manage bank relations.

Manage working capital and cash.

Hedge (e.g., commodities, foreign currencies, interest).

Operator Financing and Investor Relations


Expanding Role of a Proactive Leader



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Enhancer

Develop analytical tools and key performance indicators (“KPIs”).

Promptly analyze the business & provide highly reliable forecasts (i.e., understanding run rate) and then suggest improvements.

“Enable” business managers to respond to events.

Anticipate information requests from stakeholders.

Optimize treasury, cash and working capital and minimize total cost of capital.

Advise and set-up organizational and governance structure between companies including technical/management capabilities (“Talent Management”).

Evaluate shared services options.

Provide input into strategic decision-making, both domestically and internationally.

Influence the future direction of the company and align business and finance growth strategy.

Maximize investment portfolio (i.e., products, customers and business units) across markets.

Develop strategic rationale for:

Alliances and joint ventures.

Acquisitions as well as candidate screening, negotiation and other support.

Identify trapped segment value.

Manage financial (e.g., tax, credit and business (i.e., markets, length of terms of contracts, fixed cost base, hedging, insurance coverage) risks.

Stimulate and drive the timely execution of change in the company.

Assist and drive business improvement initiatives (e.g., procurement/supply chain, pricing execution, capital expenditure, financial and operational reporting) including stabilization of financial and operating performance.

Align the structure (and incentives) of the organization and manage costs for current and expected requirements of the business.

Strategist Catalyst

CFO new role requires them to be transformers, including helping senior management maximize revenues and profits from income streams by defining growth strategy and providing transparent information.


Expanding Role of a Proactive Leader



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Farrell Advisory delivers a Proactive Finance Leadership Team which builds strategicpartnerships with key stakeholders and develops effective leadership to ensure a disciplinedoperating model and profitable growth.


Farrell Advisory Builds a Proactive Finance Leadership Team which operates Strategically (1 of 2)



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Strategy

Define and set medium to long-term strategic objectives (e.g., growth, borrowing capacity, new markets and new lines of production and optimizing resource allocations).

Evaluate and mitigate risks.

Assess revenue streams (e.g., customer, contract, product, business unit, market and work force) and define performance improvement initiatives.

Define tax efficient group structure.

Business Planning

Define plans and set operating and capital budgets.

Forecast performance of business and proactively reallocate resources.

Develop 13 week cash flow models.

Performance Analytics

Understanding business requirements of readers and define:

Financial and operational reports; and

Dashboards and key performance indicators

which allows management to proactively manage the business.

Improve accuracy and speed of consistent reporting of historical results and forecasts.

Provide actual versus budgets/forecast variances and analysis.

Provide financial and operational (e.g., pipelines, sales force, marketing, customer satisfaction, supply chain) analyses for business unit leaders.

Business Planning and Performance Analytics

Performance Reporting Systems Optimization

Farrell Advisory addresses Business Requirements, Operating Procedures, Technology and Organization Design to Provide the Tools to be a Proactive Finance Strategic Leader.


Farrell Advisory Builds a Proactive Finance Leadership Team which operates Strategically (2 of 2)



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Design and set-up stable and efficient financial and back-office organization.

Eliminate redundant processes.

Improve financial and business (e.g., sales pipeline) systems and processes via efficient use of technology and well documented procedures.

Manage and authorize work flows efficiently with strong financial and business controls.

Align organization and define and implement cost reductions and RIF planning.

Review and strategically manage sourcing and suppliers.

Manage and benchmark working capital and cash acceleration.

Reengineer order to cash process.

Improve inventory management controls and reporting.

Maximize asset efficiency (e.g., leased versus capital purchases).

Set, define and author:

Organization chart;

Roles, responsibilities and service requirements by position and department; and

Accounting and authorization manuals.

Set reporting requirements by position and department so there is transparent reporting.

Develop incentive plans align with strategy.

Financial and Business Operations Transformation

Working Capital Management and Treasury

Corporate Governance and Transparency




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Transactions and Restructuring

Fair Market Value.

Fairness Opinions.

Solvency Onions.

Accounting

Valuations arising from business combinations in accordance with Accounting Standards Codification 805 and 350.

Fresh Start Accounting.

Gifts & Estate Taxes

Valuation of private companies for gifts and inheritance purposes.

ESOPs and Incentive Stock Plans

Valuation of employee incentive plan stock for tax purposes and setting performance targets.

Damages Assessment

Establishing and defending the value of a business in the context of potential litigation.

Critiquing the analysis of other experts.

Expert Witness

Advisory and expert witness support for disputes.

Experienced in federal, state and bankruptcy courts.

Transactions & Restructuring Gift & Estate Taxes and Awards Damages & Expert Witness


Valuation and Expert Witness Services

The value of a company and other business entity is an elusive concept which changes over time. For a publicly-traded corporation, value is typically determined by the market. For a private company, value must be established through careful

analyses by experienced experts. A going-concern usually has a value which deviates from the accounting value of its underlying assets. Reasons why you might need a valuation analysis are varied and include transactions, restructuring, gift and estate taxes,

financial accounting, damages, ESOPs, incentive stock plans and expert witness testimony.


Cradle to Grave Support

Mergers & Acquisitions Services

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Farrell Advisory leads clients through Corporate Transactions and Financing Initiatives.

Develops strategies, prepares and executes plans to buy and sell businesses in an efficient andknowledgeable manner; and

Designs the optimal infrastructure and capital structure post transaction so that shareholdervalue is maximized.



Acquisitions: Strategy to Deal Execution to Value Capture


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Ensure the Deal is Correctly PricedFarrell Advisory ensures there is robust focus on valuation early in the acquisition process sothat potential biases or oversights are quickly identified and valuations are updated.

Effective Project Management of the TransactionFarrell Advisory provides Proactive Cross-Functional Project Management Leadership toensure the M&A transaction and/or financing initiative are successful and completed in anefficient and timely manner.



Acquisition Services: Strategy to Deal Execution to Value Capture (1 of 2)


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Strategy

Strategy Assessment

Evaluate growth challenges and opportunities facing the business and then:

Identify and quantify risks associated with business models and market entry strategies.

Develop an M&A strategy ‘road-map’.

Develop screening criteria to identify attractive acquisition targets.

Options Evaluation

Conduct primary and secondary market research.

Develop clear and actionable recommendations on priority targets.

Develop a clearly articulated rationale for pursuing a specific target.

Structure the acquisition.

Develop a preliminary financial model.

Understand variables impacting deal value so that the company does not over pay for the acquisition.

Deal Evaluation

Analyze and evaluate:

The drivers, risk factors and significant patterns in the historical performance.

Quality and sustainability of earnings (“Quality of Earnings”).

Projected financial performance and underlying sensitivities.

Deal’s accretive/dilutive impact on acquirers earnings.

Working capital including seasonality, closing and projected levels.

Net assets & off balance sheet liabilities.

Debt & debt like items.

Tax compliance and structuring.

Identify relevant integration or “stand alone” challenges.

Evaluate interim performance between initial diligence and close.

Project manage other due diligence teams (e.g., tax, HR, insurance, commercial, operations, IT/back-office, valuation, regulatory and compliance, contracts and legal).

Deal Execution (1 of 2)




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Acquisition Services: Strategy to Deal Execution to Value Capture (2 of 2)

Deal Execution (2 of 2)

Negotiation

Initial Negotiations:

Develop a clearly articulated presentation to sellers and management of target for benefits of offer.

Develop timetable for completion of transaction.

Liaise with other advisors.

Develop Letter of Intent.

Final Negotiations:

Liaise with other advisors to ensure all relevant findings are incorporated into S&PA.

Ensure financial items (e.g., income and working capital targets and accounting policies) are clearly defined within S&PA so as to minimize risks to the buyer.

Develop Transitional Service Agreements.

Evaluate post-closing purchase price adjustments.

Financing

Prepare for capital raising.

Communication

Develop post-close communication plan to convey management credibility, stability, continuity and transparency.

Value Capture

Synergy Analysis and Project Management

Plan and setup Integration Management Office, governance structure and functional integration support (e.g., synergy development, execution and tracking).

Develop detailed First 100 Days Action Plan:

Evaluate all the functions of both entities to determine best practices.

Design organization and integration plan for all business functions.

Determine correct staffing levels.

Define customer, channel and product strategies.

Develop operating improvements and cost reduction.

Assess the feasibility of integration project plans.

Integration and Transformation

Develop financial and business model/plan of combined business.

Define financial reporting requirements.

Lead and assess integration and business transformation.

Integrate business process and systems.

Develop business performance analytics (e.g., operations, IT, and financial).



Acquisitions: Integration


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Farrell Advisory ensures the right activities take place at the right times.

Farrell Advisory provides a disciplined and fast-paced approach to the integration process toimprove shareholder returns by making use of disciplined and prioritized planning; delivering awell-coordinated launch; and keeping a relentless focus on the key value drivers behind thedeal.



Divestitures


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Farrell Advisory plans and executes a business divestiture, including new capital raising initiatives, so that value is not leaked.

Divestitures Services: Strategy to Preparation to Deal Execution.



Divestiture Services: Strategy to Preparation to Deal Execution (1 of 2)


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Strategy

Strategy Assessment

Evaluate growth challenges and opportunities facing portfolio businesses and then:

Identify and quantify risks associated with business models and market entry strategies;

Understand management’s growth aspirations and priorities; and

Develop value proposition.

Evaluate and identify exit alternatives (e.g., businesses, markets, products).

Define divestiture parameters (e.g., entities, assets, systems, people, processes, interdependencies).

Identify and resolve business separation and transition issues.

Develop “Road Map” for divestiture.

Preparation

Business Preparation

Prepare carve-out financial statements.

Identify management and employees who will remain with divested business.

Perform Vendor/Sell-Side Due Diligence (i.e., evaluate business from buyers prospective):

Quality of Earnings analysis;

Achievability of projections;

Working capital analysis;

Net assets and off-balance sheet items evaluation;

Debt & debt-like item identification; and

Customer relationships, industry dynamics, and related issues.

Tax compliance and structuring.

Identify potential buyer synergies and “deal killer” issues.

Identify value enhancers and value issues in order to be prepared for valuation discussions with potential buyers.

Selling Process or Raising Funds Preparation

Develop roadmap of objectives, milestones, scenario planning, and leak strategy.

Prepare selling documents:

Data room compilation;

Financial information for Confidential Information Memorandum; and

Narrative, key messages, master Q&A, and communications toolkit.

Prepare management for presentations.

Identify and evaluate consequences of novating contracts.

Define financial and tax structure.

Develop Transitional Service Agreements (e.g., terms and service levels).

Summarize key S&PA terms.

Identify and evaluate regulatory, tax and compliance filings.



Divestiture Services: Strategy to Preparation to Deal Execution (2 of 2)


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Project Management


Oversee advisors, bid process, buyers questions and management follow-up.

Assess offers.

Communication

Develop post-close communication plan to convey management credibility, stability, continuity and transparency.

Deal Execution

Negotiation

Initial Negotiations:

Develop a clearly articulated presentation to buyers or financial investors; and

Develop Letter of Intent.

Final Negotiations:

Negotiate with buyer or financial investors;

Liaise with other advisors to ensure all relevant findings are incorporated into S&PA or Lending Agreements;

Define purchase price adjustment mechanisms and specify accounting policies; and

Review financial and other representations and warranties.

Evaluate post-closing purchase price adjustments.

Transition

Develop Transitional Service Level agreements.

Define and implement future state:

Plan, setup and set governance structure, Integration Management Office and functional divestiture support (e.g. execution and tracking); and

Define resource reallocation.

Update financial and business model/plan of reduced group.



Divestitures: Benefits of Vendor/Sell-Side Due Diligence or Preparation for Raising Finance (1 of 2)


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Farrell Advisory Supports and Leads Preparation and Execution of Divestitures and New Capital Raising Initiatives.

Farrell Advisory provides fully vetted and compelling financial and operational data to supportthe sale of a business or for raising new capital. This approach leads to higher certainty (i.e.,time to completion and terms) of M&A success with increased competition fromknowledgeable bidders. In addition, the better the seller can improve on the buyers financingopportunities and the company’s story, the smoother the sale should be.



Divestitures: Benefits of Vendor/Sell-Side Due Diligence or Preparation for Raising Finance (2 of 2)


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Strategy

Understand growth challenges, opportunities and risks facing portfolio businesses so that management can focus on the core business.

Promptly identifies the value propositions, upsides and surprises before the buyer does.

Evaluate most efficient structure for tax purposes.

Preparation

Minimizes the disruption to managing the business.

Able to address issues raised and show business in best possible light.

Complete and accurate data room.

Assist with preparation of Confidential Memorandum.

Reduces on-site visits from multiple advisors which helps with confidentiality.

Minimizes “additional” due diligence work.

Accelerated timelines in execution of deal with third parties; however, more upfront preparation time.

Execution

Allows the seller to maintain better control of the sales process.

Ensure all relevant findings from all advisors are incorporated into S&PA.

Minimizes the uncertainty in initial indicative offers by buyers being discounted at a latter date.

Seller:

Independent review of the business which provides more certainty compared to other potential investments.

Additional certainty over financing if required by buyers.

Saves time and cost.

Management needs to allocate more upfront resources to businesses to prepare them for sale or capital financing initiatives so that the value of the business is maximized to interested buyers.



Overview

Restructuring & Business Reengineering Services

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Farrell Advisory provides swift, decisive actions to restore performance and value.

Business trouble can arise quickly and for a variety of reasons. Companies may suffer frommissed market expectations, reduced operating profit or severe cash problems. Whethertriggered internally or by marketplace dynamics, distressed situations can be managed.



Overview of Services (1 of 2)


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Business Diagnostics

Perform business diagnostics to understand what went wrong and the risks and upsides to business.

Review 13-week cash flow forecasts and projections to understand immediate cash requirements.

Determine requirements for additional financial and non-financial resources in order to bridge to new defined outcome.

Perform risk and benefits analysis for stakeholders in supporting or not supporting the new plans (i.e., What are we bridging to and for how long?).

Develop or assess performance improvement plan.

Turnaround and Restructuring

Develop corporate reorganization plan.

Develop medium to long-term plans and contingency and turnaround business plans.

Evaluate liquidity position.

Develop short-term (13-week) cash forecast.

Develop working capital enhancements:

Aggressive cash management and cash preservation;

Identify liquidity enhancements;

Review supplier and customers; and

Assess non-core asset disposal and monetization strategies.

Advise on operating efficiency and margin enhancement.

Evaluate strategic and financial alternatives.

Implement cost rationalizations.

Business Transformation

Perform strategic review of business and develop long-term business plan.

Provide corporate turnaround management.

Execute the turnaround strategy.

Evaluate and optimize organization design:

Efficiency improvement;

Process streamlining;

Cost reduction initiatives and supply chain;

Balance the quantity and quality of revenues while cultivating customer base; and

Develop processes to deliver and use business intelligence.

Align management’s remuneration with stakeholders’ objectives.



Overview of Services (2 of 2)


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Negotiation and Evaluation

Initial Negotiations and Contact:

Develop a clearly articulated presentation to lenders and other stakeholders to convey management credibility, stability, continuity and transparent plan.

Evaluate:

Value of the business;

Pro forma debt capacity of the business; and

Liquidity requirements of the business.

Final Negotiations:

Restructure existing debt;

Recapitalize per new business plan; and

Negotiate new or amended lending facilities.

Project Management


Oversee advisors, lenders, questions and management follow-up.

Communicate with stakeholders to ensure transparency in process.

Distressed situations cannot always be avoided but can be promptly identified and managed in a proactive and transparent manner. Stakeholders must focus on what they absolutely need rather than asking for everything and delaying negotiations so

that swift and decisive action can be taken to restore performance and value.



Senior Executives

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International Corporate Finance experience gained from over 20 years of professional servicesin Big 4 and international consulting firms and European listed and Management Buyoutbusinesses.



David Farrell, President

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Professional Involvement: The Institute of Charted

Accountants in England and Wales (Qualified as Chartered Accountant and in Corporate Finance).

Association of Insolvency and Restructuring Advisors.

Association for Corporate Growth (“ACG”) National Capital (Membership Committee).

Community Involvement: Board Member and Former

Treasurer, Higher Achievement.

Board Member and Treasurer, National Capital Poison Center.

Board Member of Capital for Children.

David Farrell


David Farrell has over twenty years of experience in Transaction Advisory Services (buy-side and sell-side duediligence and carve-outs) and Restructuring & Business Reengineering either as a consultant (Partner andManaging Director) at Big 4 (KPMG), international consulting practices (FTI Consulting) and national accountingfirms (Cherry Bekaert, a Baker Tilly network firm) or as principal (CFO or Strategic roles) at European listed andManagement Buy-Out (“MBO”) businesses, covering both the strategic as well as the transactional side of thebusiness, with deep knowledge of the U.S., European and emerging markets. Among David’s achievements are:

Led over 120 transactions with revenue exceeding $66 billion across multiple sectors and countries withcompanies ranging from small to very large, from family owned to publicly listed, from local to multinationalcorporations.

Significant experience in technology and telecommunications, government contracting and defense,manufacturing (industrials), distribution, asset rental, residential construction and business service sectors.

Performed over 20 significant U.S. engagements (e.g., buy-side due diligence, business diagnostics andperformance improvement) in the government contracting sector including multi-million dollarperformance improvement engagement to multi-billion global government services provider in support ofU.S. national security and foreign policy objectives.

Extensive experience helping companies improving their performance, increased efficiency and reduce costof production/delivery of service.

Led 18 creditor and debtor side restructuring and business diagnostic engagements (revenues in excess of$14B) assisting SunTrust (LandAmerica), Bank of America, Lewis & Bockius, counterparties of Vitro, S.A.B. deC.V., Landis Rath & Cobb, and Kodak with their strategic options.

Led and performed three major sell-side and carve out consulting engagements for Sara Lee, BP and Delphi.

Served in multiple CFO and strategic roles with focus on performance improvement, merger integration,carve outs of non-core businesses and alignment of management’s remuneration with shareholders’objectives.

Managed the disposal of a listed company, with over $500 million of revenue in technology and financialservices businesses, the repurchase (and subsequent sale of several businesses) of the technology group ofbusinesses via a Management Buy-Out vehicle and a reverse take-over of a AIM listed technical trainingbusiness.


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Professional Involvement: Equipment Leasing & Finance

Association.

Wireless Telecom Professionals.

Telecom Professionals.

Global Satellite Executives.

Member of VA State Bar.

Community Involvement Board Member of The Carlyle

House, Old Town Alexandria, VA.

Chairman of the Math Advisory Committee, Arlington County Public Schools.

Mark Hill


Mark Hill has over twenty years experience in Transaction Advisory Services (M&A strategy and duediligence, large infrastructure procurements, and asset financings) and Business Reengineering as aconsultant serving primarily medium to large sized technology, media & telecommunications (“TMT”) andaerospace businesses, covering both the strategic as well as the transactional aspects of the business, withsubstantial knowledge of the U.S., European and Latin American markets. Among Mark’s achievementsare:

Performed M&A due diligence (finance and operations) on several transactions, including Sirius / XMRadio, and DirecTV / Dish (not consummated).

Provided strategic acquisition advisory services to large companies desiring to purchase large aerospaceunits (target companies included Hughes Space & Communications and Loral).

Performed comprehensive evaluations of target telecom companies, including assessment of theircompetitors and industry, for private equity (e.g., Blackstone) and investment banking (e.g., MorganStanley) firms.

Served as strategic advisor for several companies (including Boeing, Lockheed Martin, XM Radio)crafting and presenting strategic assessments for C-Level executives on performance improvement,merger integration, higher margin market segments to target and optimal content delivery methods.

Extensive experience helping companies improve their performance, increase efficiency and reduceboth CAPEX and OPEX.

Evaluated and negotiated terms ascribed to a $300M satellite for a sale-leaseback transaction.

Crafted RFPs, evaluated/down selected vendors, negotiated, drafted terms and conditions for andclosed (i) over ten multi-$100M satellite communications infrastructure contracts; (ii) two multi-$Bnationwide infrastructure and services contracts for an emerging U.S. nationwide wireless carrier; (iii)four regional construction services contracts for a major U.S. wireless carrier (approximately $600M inrevenue); and (iv) several regional U.S. and Latin American wireless infrastructure build contracts, eachin the $100 to 200M range.

Significant experience in TMT (including satellite and wireless communications), governmentcontracting and defense, utilities, healthcare and business services sectors.

Mark Hill, M&A and Technology, Media & Telecommunications and Aerospace


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Peter Wallace, Manufacturing and Performance Improvement

Professional Involvement: B.ENG. (Hons.) in Manufacturing

and Operational Research Engineering.

Leadership: Royal Military Academy, Sandhurst and former British Army Officer.

Lean Enterprise Institute, member.

Society of Automotive and Aerospace Engineers, member.

Community Involvement: Board Member and Former

Treasurer, Voices For a Second Chance.

Board Member British Soldiers Fund.

Board Member and Treasurer Grace Episcopal Church, Georgetown.

Peter Wallace Peter Wallace has over twenty years of experience in delivering solutions to operational and strategicchallenges for multi-national business as a consultant, Board member and as a President. Peter has deepexpertise in leading growth, turnaround, business process development, quality improvement and postmerger integration, particularly in manufacturing of plastics, automotive, building (window profiles),appliance and food processing parts. Among Peter’s achievements are:

76% revenue growth at Tier 1 automotive supplier. Peter developed and implemented a 3-year strategicplan using innovative proactive cross functional business development process which resulted in doublingthe customer base, adding 5 new complimentary product segments and revenue growth of 76% from $84million to $148 million.

Restructuring of plastics business in the economic crisis. Peter secured buy-in from owners, customers,and the group board for a plan, as an alternate to exiting the North American market. Peter achievedbreak-even within 9 months from losses of $10 million in 2007.

Performance improvement at a multi-site (i.e., Canada, U.S. and Mexico) automotive and (building)window profile manufacturer with $300 million of revenue. Peter initiated and led a lean enterpriseimplementation based on Toyota Production System. Peter successfully instilled a culture of continuousimprovement and realized annualized cost savings of $5 million in the first year.

Streamline global operations in multi-national family owned business. Peter planned, secured buy-infrom the shareholders and implemented significant organizational change, from regional organizationmodel to global functional organization. Peter reduced global overhead of $10 million by $3 million,streamlined customer relationships and halved internal decision-making time.

Integrated acquired global operations with $750 million of revenue. Peter defined global vision andmission statements and global best practice business process procedures based on lean principles,including an innovative roll out process, to ensure rapid adoption and sustainability. Peter achievedstrategic and tactical alignment between the regions, reduced “things gone wrong” by 80% and developedstrong team spirit across the functions.

Project manage development of innovative new products. Peter led international cross functional projectteams to quote, design and develop, validate and launch over 150 new products and systems with annualrevenue exceeding $1 billion. Through continuous improvement in processes, the company consistentlydelivered results on time, under budget, at the right quality level, and better than planed profitability.



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Rick Braun

Professional Affiliations and Certifications: Senior Appraiser in

Business Valuation, American Society of Appraisers.

Association of Insolvency and Restructuring Advisors.

Valuation Advisory Committee of the ESOP Association, Past Chair.

Association of Certified Fraud Examiners.

Education Harvard University

Graduate School of Business Administration (MBA).


Rick Braun has more than thirty years of experience in the valuation of companies and business interests. Rick’s priorprofessional experience includes serving as a principal at Houlihan Lokey Howard & Zukin and as a Managing Director at FTIConsulting. Among other things, Rick has:

Performed more than a thousand valuation assignments ranging from small privately-held companies to multi-billiondollar publicly-traded multi-national corporations.

Significant experience with numerous industry groups including technology, health care, manufacturing, retail,technology and telecommunications, government contracting’ defense, distribution and construction.

Performed fairness opinions, fair market value and solvency opinions. Transaction participants have included both publicand private entities.

Performed valuations for fresh start accounting.

Helped design and valued various management incentive securities as well as the value of employee stock for ESOPs.

Provided valuation advise on numerous restructuring engagements and expert witness testimony in bankruptcy court inNew York, Delaware, and various other venues.

Served as chairman of the board of several private companies and has worked as a trustee in other matters.

Provided expert witness testimony of various civil disputes involving the valuation of businesses, business interests, anddamages including contractual disputes, marital dissolution, contingent liability, and related matters.

Been disposed or testified in court on dozens of occasions on a wide range of valuation matters in New York, California,Delaware, Pennsylvania, Maryland, Illinois, Missouri, Louisiana, Tennessee, Texas, Georgia and the District of Columbia.

Provided valuation services to government agencies including the Department of Labor, the Pension Benefit GuarantyCorporation and the Internal Revenue Service.

Written numerous articles and contributed to several books on valuation.

Speaker on valuation topics at conferences such as The Association of Insolvency and Restructuring Advisors, the ESOPAssociation, the National Center for Employee Ownership and the American Society of Appraisers.

Rick Braun, Valuation Advisory Services and Expert Witness Consulting


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ProfessionalInvolvement: Certified Public

Accountant through the State of Maryland.

Certified in Financial Forensics through the American Institute of Certified Public Accountants.

Certified Fraud Examiner through the Association of Certified Fraud Examiners.

Education:

Graduate of the University of Maryland, College Park

Masters Degree in Business Administration from Hood College, Frederick, Maryland.

Jeffrey S. Burr


Jeffrey Burr, a licensed CPA, has over 20 years experience in consulting, accounting and auditing. Mr. Burr ispresently a Director at Saggar & Rosenberg, P.C. and before that worked as a Director with Federal StrategiesGroup, LLC, McGladrey LLP and as a Senior Manager of the Government Contracting Practice of AmericanExpress Tax & Business Services, Inc. Jeff has worked closely with companies of various sizes from startups tocompanies with over $2 billion in revenue. Jeff has experience in a wide variety of industries but has focusedprimarily on the government contracting industry. Jeff has expertise in the following key areas:

Audit supervision and review and financial statement preparation for a wide variety of companies,including government contractors, high technology companies, and construction contractors.

Interface with DCAA and external auditors.

Design and implementation of indirect rate structures for government contractors.

Financial analysis and due diligence in support of merger & acquisition activity.

Collateral audits in support of bank financing.

Design and execution of policies, procedures and internal controls to enhance the financial reportingprocess.

Business valuation services.

Litigation support.

Forensic accounting including fraud investigation.

Jeffrey S. Burr, Accounting and Government Contracting


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ProfessionalInvolvement: Certified Public

Accountant through the State of Maryland.

Education:

Graduate of the University of Maryland, College Park.

Ellen Lerche


Ellen Lerche, a licensed CPA, has over 25 years experience in tax. Ellen is presently a Director at Saggar &Rosenberg, P.C. and before that worked as a Tax Director at McGladrey LLP, as a Tax Manager of AmericanExpress Tax & Business Services, Inc. and as a Tax Manager in the corporate tax department of GEICO, asubsidiary of Berkshire Hathaway.

Ellen has worked closely with companies of various sizes from startups to companies with over $1 billion inrevenue. Ellen has experience in a wide variety of industries but has focused primarily on the governmentcontracting industry. Ellen has expertise in the following key areas:

Tax return supervision, review and preparation for C corporations, S corporations, consolidated groups,Partnerships, Individuals and property taxes, for a wide variety of companies, including governmentcontractors, high technology companies, manufacturing companies, publishing companies, and insurancecompanies.

Tax provision supervision, review and preparation for GAAP basis financial statements, including provisionsrelated to FIN48 Liabilities for Uncertain Tax Positions.

Mergers & Acquisition transactions, including associated tax compliance, tax planning, projections andstructuring.

State tax planning, including nexus issues and revenue sourcing issues/opportunities.

Representation on IRS and/or State tax audits.

Ellen Lerche, Tax


Examples of Prior Clients*

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CorporationsPrivate Equity Firms

Banks

* The above examples of clients are representative of clients David Farrell has worked for at his previous employers.


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Global Standards Driving Customized Solutions 33

David Farrell

Farrell Advisory Inc.

35th Street, N.W.

Washington, D.C. 20007

[email protected]

(w) 202.525.2055

(c) 202.436.2629

www.farrelladvisory.com



Documents

Farrell Advisory - 07.03.2015 EXT