Introduction to Mazars USA

1. Introduction to Mazars USA FINANCIAL ADVISORY SERVICES 2019

2. Financial Advisory Services Our Financial Advisory Services Group provides a full complement of services to corporations, entrepreneurs, private equity groups, investors, lenders and attorneys. • Business Valuation Advisory Services • Transaction Services • Forensic Accounting & Dispute Resolution Services • M&A Tax Advisory Services • Corporate Advisory & Restructuring Services • Services to Lenders • Financial Advisory Services

3. Transaction Services When considering a merger or acquisition, many questions come to mind: A merger or acquisition can deeply impact your business. Timely advice is critical to maximize value, mitigate risk and make the right investment decisions. Mazars’ dedicated team has the insight and experience to guide you at all stages of your transactions. We tailor our approach and team membership to the specific needs of each deal, based on technical excellence and industry expertise. Our goal is to help you make the right decision and form a long-lasting relationship with you so that we can grow together. Defining Factors of Our Approach Fluid Diligence Through Partner Involvement Your key contact will be a partner who provides hands-on involvement throughout the due diligence process. Responsiveness Deals are fast-paced and our dedicated transaction services team more than keeps up, providing timely communication focused on key risks and potential adjustments to purchase price. Tailored Solutions and Industry Expertise We tailor our approach to the unique needs of each deal, assembling a team with specific knowledge of your sector. Mid-Market Experience We understand the nuances of the middle market, which often requires a more hands-on approach. Our experience enables us to develop both operational and financial reporting recommendations that add real value to both the target and the investor. Does the business have the cash flow to support my deal? Will the business model work and will it be sustainable? How accurate are the numbers and assumptions being provided to me?

4. Transaction Services In Transactions, We: Gain a thorough understanding of the target and its business model with a robust analysis of the target’s historical performance. Perform a critical analysis of the target’s financial projections and their underlying assumptions. Identify potential deal breakers or key risks relating to the target business and the transaction. Evaluate the terms of the deal with an analysis of the financial drivers that directly impact the purchase price. Identify the optimal tax structure of the deal. Assist in drafting the financial implications of the purchase agreement and assess their implementation post-acquisition. Identify improvements to internal controls, systems and personnel organization. Assess potential departures from US GAAP and, if necessary, differences between US GAAP and IFRS. Perform IT due diligence assessments and post-transaction systems implementation. Perform valuation services, including purchase price allocation. Prepare the opening balance sheet and determine post-closing purchase price adjustments. Timely advice maximizes value and mitigates risk, helping you to make the right investment decisions.

5. Transaction Services SELL-SIDE POST-TRANSACTION POST-INTEGRATION BUY-SIDE • Understanding the financial, legal and tax information • Analysing historical profitability • Ensuring reliability of forecasts (cash, future profitability, etc.) • Identifying the necessary guarantees and securing the financial terms of contracts • Identifying operational, product & distribution synergies • Assessing and navigating regulatory concerns and approvals • Integration planning • Forecasting & modelling • Quality of earnings reports • Early-stage identification of risk areas in the light of an envisioned sale • Accelerating and securing the sale process • Producing high-quality financial information as required • Securing the financial terms of contracts • Segmentation planning • Service agreement development • Advising during the final determination of the price (mechanical adjustments, earn-outs, etc.) • Implementing guarantees • Post transaction balance sheet audit • Assisting in case of disputes (arbitration, expert review) • Operational and financial integration • Interim financial reporting • Change management • Systems and data conversion • Financial restructuring and refinancing • Working capital management • Operational restructuring • Monitoring of forecasted benefits • Documenting policies and procedures • Training • Outsourcing services

6. Selected Transaction Advisory Services credentials by industry Food & Beverage Food & Beverage Chemical Chemical Other Other Other Other Other Other Sell-side due diligence procedures for Sell-side due diligence procedures for Sell-side due diligence procedures for Assistance with the acquisition of HEADWATERS TECHNOLOGY INNOVATION Assistance with the acquisition of Assistance with the acquisition of CGM Inc. Assistance with the merger of its North American activities with Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of 2017 2017 2017 2017 2018 2018 2018 2018 2018 2017 2017 2018 Manufacturing & Distribution

7. Selected Transaction Advisory Services credentials by industry Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of 2018 2018 2018 2018 2018 2018 Business Services

8. Selected Transaction Advisory Services credentials by industry Lezen Acquisition Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with investment in Assistance with the acquisition of 2017 2017 2017 2017 2018 2016 2017 2017 2018 2018 Media & Information

9. Selected Transaction Advisory Services credentials by industry Assistance with the acquisition of Assistance with the divestment in Assistance with the investment in Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with investment in Assistance with the acquisition of Assistance with the acquisition of certain assets Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of 2018 2018 2016 2016 2017 2016 2017 2017 2018 2016 2015 2015 2018 2015 Software / Technology

10. Selected Transaction Advisory Services credentials by industry Consumer products Food & Beverage Energy Healthcare Assistance with the acquisition of certain assets of Assistance with the acquisition of Alta Bicycle share Assistance with the acquisition of Assistance with the acquisition of Assistance with investment in EEM World Advised joint venture arrangement with the Digital Energy division of Assistance with the acquisition of numerous anesthesiologist practices Assistance with the investment in Assistance with the acquisition of 2014 2015 2016 2014 2014 2014 2015 2014 2014 2016 Sports, Leisure & Entertainment Other Industries Lifestyle Assistance with the acquisition of

11. Business Valuation Advisory Services(“BVAS”) Mazars’ Business Valuation Advisory Services Practice has extensive nationwide experience in valuing, modeling and analyzing business interests utilizing the most current methodologies, fulfilling the complex requirements for both: Financial reporting under the Financial Accounting Standards Board and the International Accounting Standards Board Internal Revenue Service and other taxing authorities Properly substantiating the value of a business enterprise, tangible or intangible assets, and financial instruments has become more challenging due to changing market conditions and regulatory requirements for financial and tax reporting. Our valuations opinions are prepared such that they are fully defensible to withstand the scrutiny of various regulatory bodies. We provide public companies and closely-held businesses with valuation advisory services covering business enterprises, intangible assets, common and preferred stock and other securities, in addition to partnership interests, private debt instruments, options, warrants and other derivative products. When a company requires an objective and independent valuation, Mazars USA is looked upon as a trusted advisor. Our professionals are members of the leading industry organizations including: The American Institute of Certified Public Accountants (AICPA) The American Society of Appraisers (ASA) The Appraisal Institute (AI) The National Association of Certified Valuation Analysts (NACVA) The CFA Institute Our work product meets standards set by the ASA, USPAP, NACVA, AICPA, and the Internal Revenue Service, and can withstand third-party challenges in litigation, tax and financial reporting audits. Your Trusted Advisor

12. Business Valuation Advisory Services (“BVAS”) – at a glance Tax Related Valuations • Equity Compensation under IRC 409(A) • Purchase price allocation under IRC 1060 and 338 • Estate and Gift tax • Charitable contributions • Net Operating Loss Limitations • Corporate Reorganizations and restructuring • S-Corp Conversions and built-in gains • Fairness Opinions • Solvency Opinions • Merger and Acquisition Advisory –independent valuations • Valuations for Debt or • Equity Financing • Succession Planning • ESOP valuation • Valuation of complex capital structures • Monte Carlo simulations and forecasting • Valuation of intangibles • Valuation modeling and financial analysis Transaction Advisory Financial Reporting • Purchase price allocations (ASC 805) • Portfolio valuations for Private Equity Funds (ASC 820) • Equity Based compensation and stock options (ASC 718) • Goodwill Impairment (ASC 350) • Audit Assist – review of third-party specialist • Fresh-Start Accounting • Phantom stock and incentive stock valuation Real Estate Appraisal • Commercial; Industrial; and multi-family • Private equity • Portfolio valuations • Litigation – Expert • Testimony • Eminent domain • Financial reporting Litigation • Divorce • Shareholder and Partner • Disputes • Expert Testimony • Bankruptcy and Solvency issues

13. Services to lenders We provide a full range of tailored services to lenders, taking into account the special needs of the industry. Making credit decisions and monitoring your customers’ financial and operational performance are more important than ever. Commercial banks, asset-based lenders, factors, hedge funds and private equity firms can all safeguard themselves with due diligence when structuring new loans, evaluating the existing loan portfolio, or when DIP financing and workout arrangements are needed. Mazars focus is to gain an understanding of the borrower and the lender’s collateral through analytical analysis, transaction testing, and management inquiries. We are committed to a quick turnaround time and fast deployment of professionals for immediate assistance.

14. Forensic accounting and dispute resolution services Fraud and Financial Investigations Insurance Claims Anti-Bribery and Anti-Corruption Practices Economic Damage Analyses Matrimonial and Family Law Related Services Litigation and Trial Support Shareholder and Partnership Disputes Settlement Planning (Financial and Tax) Our global forensic and investigation services provides a full compliment of services to attorneys, lenders, investors, and company owners. Our team of professionals have extensive experience providing high-quality, timely and cost-effective investigations, advice and expert reports on a wide variety of financial and accountancy matters in the following areas:

15. Corporate advisory and Restructuring As economic uncertainty continues to affect the viability of businesses, organizations are increasingly challenged to improve their financial performance and restore corporate value. Our Bankruptcy and Restructuring experts work hand-in-hand with you to solve your complex business and financial issues by implementing focused and achievable strategies. Comprised of highly talented, credentialed professionals with a wide range of backgrounds including CIRAs, CTPs, ASAs, CPAs, CFEs, MBAs and JDs, our team employs a practical, results-oriented approach to help you address financial challenges. Our industry experience across a wide range of industries allows us to quickly mobilize a multifunctional team best suited to meet your business needs. • Turnaround business plan development and review • Evaluate operational and financial issues causing underperformance • Evaluate management team and their ability to implement turnaround plans • Develop complex financial models connected to key business performance drivers • Prepare detailed 13-week cash flow projections • Assess business sale prospects and identify potential strategic and financial buyers • Prepare distressed business valuation reports based on recent distressed sales in and out of bankruptcy • Assist management and investment bankers in 363 sale processes • Management and oversight on the liquidation process • Assist counsel and management in bankruptcy filing and reorganization: • Accounting and financial information requirements; • Bankruptcy Court and SEC reporting; • Hands-on assistance to CFO and finance department; and • Expert witness testimony experience: valuation, financial analysis, forensic accounting

16. Private equity advisory services Mazars USA’s Private Equity professionals understand the private equity environment and have extensive experience and resources to guide you with all facets of accounting or tax services, transaction support and financing. We have expertise in a wide array of industries, giving us the specialized insight required to serve the unique needs of our various portfolio company clients. As your trusted advisor, our benefits for you are based on: Fluid Diligence Approach Through Partner Involvement Our comprehensive suite of services is designed to assist private equity firms in maximizing the value of their investments. These Services Include: Responsiveness Tailored Solutions and Industry Expertise Mid-Market Experience

17. Our Fund Relationships

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