ABI 22nd ANNUAL SPRING MEETING

1. ABI 22nd ANNUAL SPRING MEETING VALUING A DISTRESSED BUSINESS: CONCEPTS EVERYONE NEEDS TO KNOW April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll KPMG LLP Jamie G. Pierson FTI Consulting Lynette R. Warman Jenkens & Gilchrist PC

2. VALUING A DISTRESSED BUSINESS • Foundation • The Business Plan • Business Plan Components • Valuation • Uses of valuation in bankruptcy • Basics, Approaches, Drivers • Issues to consider in distressed valuation • Art vs. Science • Subjectivity: where does it impact valuation methods? • Lessons Learned

3. VALUATION FOUNDATION • The Business Plan • The plan comes first, then the capital structure and related valuation. • Plan components: • Management • Core business units • Projected financial results

4. MANAGEMENT • Old management • Are they the same who put it in the ditch? • Are they capable of operating under the revised operating structure? • What is their end game and reward? • Motivations • New management • Can they achieve their goals and objectives? • What is their end game and reward? • Motivations

5. CORE BUSINESS • What business or segments are part of the on going business? • What has changed given the bankruptcy? • Products • Services • Cost • Operating processes • What external factors must be considered? • Competition • Strengths/weaknesses • Long-term dynamics • Production shifting offshore? • Currency /interest rate outlook • Commodity prices • Trade policies

6. PROJECTED RESULTS • Review and challenge basic assumptions: • Revenue • Operating results • EBITDA • Free cash flow • Working capital and the balance sheet • Past performance vs. projected future performance • Other • Market Share • What do projections imply? Realistic? • The telecom conundrum: 100 companies cannot each achieve 5% market share

7. USES OF VALUATION IN BANKRUPTCY • Secured Creditor Issues • Adequate protection (Section 361) • Relief from the automatic stay (Section 362) • Use, sale or lease of property – cash collateral (Section 363) • Obtaining credit – priming (Section 364) • Claim determination • Secured versus unsecured (Section 506) • Recourse versus non-recourse (Section 1111(b))

8. USES OF VALUATION IN BANKRUPTCY • Plan of Reorganization • Feasibility • Recovery for various creditor classes (i.e. “dividing up the pie”) • New equity contribution • Cram down – fair and equitable • Best interests test – liquidation value • Sale of Assets (Section 363)

9. USES OF VALUATION IN BANKRUPTCY • Accounting Treatment • SOP 90-7: Fresh start accounting – reorganization value • FAS 142: Goodwill and other intangible assets • FAS 144: Impairment or disposal of long-lived assets • Recovery Actions - Solvency Analysis • Preferences (Section 547) • Fraudulent conveyances (Section 548 and 544) • Reclamation (Section 546)

10. VALUATION – INTRODUCTION • General Premise • Present value of future benefits • Investor should only pay what one thinks benefits are worth given a rate of return • Rate of return varies depending on type of investor, asset, risk, etc. • Enterprise Approach vs. Equity Approach

11. Company $ Interest Lenders EBIT $ Taxes Government EBT $ Dividends Earnings PreferredShareholders Dividends $ CommonShareholders VALUATION • Distribution Of Cash Flow Among Constituents

12. ($ in millions, except share price) Fully Diluted Shares 100.0 Share price $20.00 Market Value of Equity $2,000.0 plus: Total Debt (book) 1,500.0 less: Converted Debt <0.0> plus: Preferred Stock 200.0 less: Converted Preferred <0.0> less: Cash & Cash Equivalents <100.0> plus: Minority Interest in Subsidiaries 0.0 Enterprise Value $3,600.0 VALUATION • How Do You Calculate Enterprise Value? HYPOTHETICAL COMPANY, INC.

13. Investment Value Maximum value attributable to a strategic buyer Controlling interest Premium for strategic value value / synergies Controlling Interest Value Sale value MBO LBO Minority interest Premium for discount control Marketable Minority Value IPO Public trading Minority interest Discount for lack of marketability / liquidity [NYSE vs. OTC:BB] Discount for lack of value marketability Non-Marketable Minority Value Non-public stock VALUATION • Theories Behind Premiums and Discounts

14. VALUATION • Approaches • Market approach • Comparable company – marketable minority basis • Transaction – controlling basis • Discounted Cash Flow (“DCF”) approach • Liquidation / Asset approach

15. VALUATION • Drivers • Quantitative characteristics • Cash flow • Profitability • Growth (historical and projected) • Size • Reinvestment • Liquidity • Capitalization / leverage – financial flexibility • Fixed charge coverage • Activity ratios (e.g. asset and inventory turnover, accounts receivable and accounts payable DSO, ROI, ROE, etc.)

16. VALUATION • Drivers (cont.) • Qualitative characteristics • Quality and depth of management • Customer and vendor concentration • Industry dynamics [Market share, competition, raw materials/commodities] • Company’s position / reputation in the industry • Diversification • Product offering • Geography • Vendor relationships • Seasonality / cyclicality • Power over vendors / customers • Ability to expand • Emergence / intensification of foreign competition

17. VALUATION • Issues to Consider in Distressed Valuation • Is it financial or operational distress? • Operational distress much more difficult to rectify • Reliance on the DCF approach versus the market • “Reasonable” projection assumptions • “Hockey stick” projections • Percentage of value from terminal period • Unreliability of using beta for calculation of equity cost of capital • Capital structure – general reduction in debt as a component of the capital structure • If top line growth, how achieve results and are the cash expenses / expenditures included in the projections? • Increased capx • Increased R&D • Increased marketing

18. VALUATION • Issues to Consider in Distressed Valuation (cont.) • Subjectivity • Discount to public multiples • Inclusion of small cap premium and company specific risk in cost of equity • Normalization of representative cash flows – often only way to get to positive earnings metrics • Inclusion of net operating losses (“NOLs”) – limited by cancellation of debt (“COD”) income and change of control provisions of the Internal Revenue Code • Inclusion of other non-operating assets (real estate, plants, facilities that have been previously closed) • Judges’ / courts’ recent decisions regarding valuations and the application of subjectivity (e.g. Exide)

19. VALUATION: ART VS. SCIENCE • Judge Carey’s opinion in Exide Technologies clearly stated preference for minimizing subjectivity • Does this mean valuation is a pure science? Can you just input numbers into formulas? NO! • Subjectivity and judgment are often required, but must be grounded in analysis, reason and contextual considerations

20. WHERE DOES SUBJECTIVITY IMPACT VALUATION MOST? • Discounted Cash Flow Analysis • Discount rate used • Cost of equity • Cost of debt • Terminal Value • Multiple chosen - Based on market comparables? - Choosing time to sell –buy low, sell high • Market Comparables and M&A • Period for analysis (LTM, Projected) • Choice of comparables • Size, Business, Competitors not Comparables • Choice of M&A Comps • How do you look back? • “Perfect” comps?

21. LESSONS LEARNED FROM EXIDE • A company’s expected improvement in performance must be considered (LTM results vs. Projected) • Adjustments (discounts / premiums) to results of analysis must be explainable and based in some reason / fact • Consideration of macro and micro economic drivers is appropriate, but application of adjustments must be understandable • Currency, commodities, GNP, etc. • “Lack of liquidity” due to Chapter 11 may not be used to discount value • Supports  Traditional Investment Banking Valuation Theory • Art vs. science • Consideration of unquantifiable qualitative issues • Subjective, yet reasonable and supportable adjustments

22. SPEAKER BIOGRAPHIES

23. WILLIAM Q. DERROUGH • Managing Director & Co-head of Recapitalization & Restructuring Group - Jefferies & Company, Inc. • 520 Madison Ave., 12th Fl.New York, NY 10022212.284.2521derrough@jefco.com • Bill Derrough is Managing Director, co-head of Jefferies’ Recapitalization and Restructuring Group and head of the firm’s New York Investment Banking office. At Jefferies, he works with a diverse group of clients and investors in a wide range of industries. Since joining Jefferies in early 1998, he has been actively involved in restructurings, recapitalizations, financings, mergers, acquisitions, divestitures, asset sales and other transactions. His practice is particularly focused on providing creative non-bankruptcy solutions to balance sheet and liquidity problems through exchange offers, refinancings and other capital market driven solutions. Since 1988, he has personally led the restructurings of over $30 billion in liabilities on behalf of companies, creditors and other investors. • Prior to joining Jefferies, Mr. Derrough was Principal with the private investment firm of Doyle & Boissiere where he focused on distressed investments. Prior to Doyle & Boissiere, Mr. Derrough was Senior Vice President of Chanin and Company, where he led a number of complex restructuring and M&A transactions. Prior to Chanin, Mr. Derrough worked at Salomon Brothers on numerous finance and merger transactions for a wide variety of companies in retailing. • Mr. Derrough has serves as a Director of Strategic Partners, Inc., and was the bondholder representative on the Board of Directors of Scott Cable Communications.

24. SANFORD R. EDLEIN • Principal – Glass & Associates • Mr. Edlein has been an owner and entrepreneur as well as a consultant and senior executive for privately held and public companies for more than 30 years. He has a consistent track record in the design, development and implementation of cost-containment and revenue-enhancement strategies and has assisted a wide range of companies in financial and operating matters, corporate governance, crisis management, and mergers and acquisitions. Mr. Edlein has served on the boards of directors of several public and private companies He was the recipient of the 2001Turnaround of the Year award from the Turnaround Management Association and is a past president of the Dallas Chapter of TMA and currently serves on the ABI Board of Directors.  • PROFESSIONAL EXPERIENCE • Prior to joining Glass & Associates as a principal in 1999, Mr. Edlein had been a principal with The PWS Group and president and CEO of his own consulting firm. In addition to having served as CEO,COO and CRO of several public and private companies, he was a practicing CPA for many years including five years as the managing partner of the Boston office of Grant Thornton, LLP. Mr. Edlein has extensive experience in a broad variety of situations and industries, including continuing education, distribution, family entertainment centers, franchising, golf course management, golf products and sporting goods, health services, technology, manufacturing, moving and relocation services, oil pipeline and storage, professional services, professional sports teams, property management, real estate, retail, security systems, software, and trading. • EDUCATION / PROFESSIONAL AFFILIATIONS • BBA, Accounting, City College of New York • Certified Public Accountant • Certified Turnaround Professional

25. MELISSA K. KNOLL • Partner, KPMG LLP • Melissa Kibler Knoll is a partner in the Corporate Recovery practice of KPMG LLP in the Chicago office. Ms. Knoll has over thirteen years of experience providing accounting and financial advisory services in a variety of industries to companies, secured lenders, unsecured creditors and other parties in bankruptcies, restructurings, turnarounds and related litigation. Ms. Knoll has recently lead engagement teams in large, complex restructurings including Kmart Corporation (unsecured creditors’ committee), Bethlehem Steel Corporation (unsecured creditors’ committee), The Warnaco Group (pre-petition bank group), Capital Consultants LLC (receiver), The Singer Company (unsecured creditors’ committee), Iridium (debtor), and companies involved in out-of-court restructurings in the steel, healthcare, distribution and other industries. • Ms. Knoll joined KPMG LLP in June of 1999. Ms. Knoll is a Certified Public Accountant and has passed the Certified Turnaround Professional and the Certified Insolvency and Restructuring Advisor examinations. She is the co-chair of the American Bankruptcy Institute Young and New Members Committee and a former board member and treasurer of the Turnaround Management Association Northwest Chapter. Other professional and business affiliations include the Association of Insolvency and Restructuring Advisors, International Women’s Insolvency & Restructuring Confederation, American Institute of Certified Public Accountants and the Illinois CPA Society. Ms. Knoll earned her Bachelor of Business Administration summa cum laude from Texas A&M University and earned her Master of Business Administration, graduating first in her class, from Southern Methodist University. She is a frequent speaker regarding bankruptcy and restructuring topics.

26. JAMIE G. PIERSON • Managing Director – FTI Consulting • Mr. Pierson is a Managing Director in the Dallas office of FTI’s Corporate Finance Practice where he concentrates on lender representation. Mr. Pierson’s expertise encompasses both in- and out-of-court restructurings which include debt capacity and capital structuring analysis, minority and change of control valuations, liquidation and recovery analysis, fairness opinions, solvency opinions, leveraged transaction analysis and merger and acquisition advisory. Mr. Pierson has also represented both secured and unsecured creditors in the 363 disposition process. • Prior to joining FTI, Mr. Pierson was with a boutique investment bank that raised private equity for public companies. Previously, Mr. Pierson was with the investment bank of Houlihan Lokey Howard & Zukin where he valued publicly traded and privately held companies, authored private placement memorandums and modeled complex change of control transactions including solvency opinions and leveraged buyouts. • EDUCATION / PROFESSIONAL AFFILIATIONS • M.B.A., University of Texas at Austin - concentrations in Finance and Entrepreneurship, 1997 • B.B.A., University of Texas at Austin - concentrations in Finance and Accounting, 1992 • Association of Insolvency and Restructuring Advisors, Member • Turnaround Management Association, Member • American Bankruptcy Institute, Member

27. LYNETTE R. WARMAN • Managing Director – Jenkins & Gilchrist PC • Lynnette R. Warman is a shareholder in the Bankruptcy and Reorganization Section of the law firm of Jenkens & Gilchrist, a Professional Corporation. Ms. Warman received a Bachelor of Arts degree in Political Science from the University of Nebraska Omaha. She graduated magna cum laude from the Creighton School of Law. • Ms. Warman is admitted to practice in the State of Texas, the United States Court of Appeals for the Fifth Circuit and each of the four federal judicial districts in Texas. She is a longstanding member of the American Bankruptcy Institute ("ABI"), where she currently serves as a Director, and formerly served as the co chairperson of the Unsecured Trade Creditors’ Committee, the Dallas Bar Association, the Dallas Bankruptcy Bar, the American Bar Association, and the Litigation and Business Law sections of the American Bar Association. She is a former member of the Turnaround Management Association, for which she served as the secretary of the local chapter for two years. • Ms. Warman’s practice includes representing unsecured creditors' committees, secured and unsecured creditors, and debtors in Chapter 11 reorganizations and restructures. Ms. Warman frequently authors articles dealing with credit issues for publication in national credit publications. She is also a frequent speaker to various national credit groups, and often teaches in seminars on varied topics relating to credit professionals, chapter 11 reorganizations and corporate restructures.