accumyn turnaround restructuring

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-1- Corporate Restructuring & Financial Advisory EXPERIENCED PROFESSIONALS | CREATIVE SOLUTIONS | LASTING VALUE Corporate Restructuring & Financial Advisory Services 4635 Southwest Freeway, Suite 425 | Houston, Texas 77027

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Interim CFO, Chief Restructuring Officer

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Page 1: Accumyn Turnaround Restructuring

-1- Corporate Restructuring & Financial Advisory

EXPERIENCED PROFESSIONALS | CREATIVE SOLUTIONS | LASTING VALUE

Corporate Restructuring & Financial Advisory Services

4635 Southwest Freeway, Suite 425 | Houston, Texas 77027

Page 2: Accumyn Turnaround Restructuring

-2- Corporate Restructuring & Financial Advisory

PAGE

THE FIRM 3

RESTRUCTURING & FINANCIAL ADVISORY

� Debtor Services 7

� Lender and Creditor Services 11

SELECT ENGAGEMENTS AND PAST TRANSACTIONS 15

BIOGRAPHIES 20

CONTACT INFO 24

Overview

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-3- Corporate Restructuring & Financial Advisory

The Firm

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The Firm

� Over 30 consultants, both highly credentialed and seasoned, providing strategic advisory services, independent analysis, and expert testimony.

- Certified Public Accountants (CPA)

- Accredited in Business Valuation (ABV)

- Certified Valuation Analyst (CVA)

� Diverse practice area scope:

- Corporate Turnaround & Restructuring

- Transaction Advisory Services

- Financial and Economic Damages

- Valuation Services

- Forensic Accounting

� Experience to product results:

- Leadership and Depth ~ executives with years of hands-on financial and operational experience

- Solutions and Value ~ partnering to provide credible and executable outcomes

- Speed of Action ~ focused on achieving both short and long-term objectives

- Certified Financial Forensics (CFF)

- Juris Doctor (JD)

- Certified Computer Forensics (CCF)

- Claim Services

- Digital Forensics

- Energy Economics

- Intellectual Property

- Capital Project Management

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-5- Corporate Restructuring & Financial Advisory

Restructuring and Advisory Services

Page 6: Accumyn Turnaround Restructuring

-6- Corporate Restructuring & Financial Advisory

Debtor Services

Overview

CLIENT

NEEDS

Credible

Turnaround

Initiatives

and Plans

Litigation

Resolutions

Forensic

Accounting and

Investigations

Operational Improvements

Refinance/Recapitalize

Valuations and

Solvency Analysis

Merger/Sale Transaction

Restructuring

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-7- Corporate Restructuring & Financial Advisory

Debtor Services

Functional Expertise

CASH FLOW

GENERATION

� Understand business cash flow drivers

� Rebuild and reconfigure cash monitoring processes

� Create financial and internal control programs to conserve cash-flow

� Manage short and long-term liquidity

CREDITOR

NEGOTIATIONS

� Provides trust, credibility and solutions

� Experience in creating solutions for both secured and unsecured creditors

� Bring in new capital when required

BALANCE SHEET

RESTRUCTURING

� Deep understanding and experience in the capital markets

� Experience in all tranches of the capital structure

� Experience providing workable solutions to both secured and unsecured creditors

� Allows management to focus on operations

Accumyn’s core turnaround and restructuring program

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-8- Corporate Restructuring & Financial Advisory

Debtor Services

Functional Expertise

OPERATIONAL

TURNAROUND

� Experience in a wide array of industries

� Brings to the table decades of experience in corporate strategic, financial, and operational planning

� Proven performer in applying change management solutions

ASSET

REALIZATION

� Understands how to value and analyze business operations

� Provide analytical driven approach to product, asset, operational divestiture

� Focused on monetizing value to the Company

� Relationships in the market place to effect smooth transactions

Accumyn’s additional value-added capabilities

INTERIM

MANAGEMENT

� Seasoned financial and operational executives w/ C-level experience

� Can assume CRO responsibilities

� Have operated both in and outside of bankruptcy

� Re-establish corporate priorities

� Morale boosting presence

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Debtor Services

Assisting Under Performing Companies

� Strategic assessments and operational review

� Management assessment

� Business and financial modeling

� Cash flow turnaround management and enhancement

� Creditor restructuring assistance

� Crisis and interim management

� Distressed asset acquisition analysis

� Restructuring plan design and negotiation

� Collateral reviews

� Exit strategy implementation and value maximization

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Debtor Services

Insolvency Services

� Pre-bankruptcy planning

� DIP financing/cash collateral budgets

� Bankruptcy accounting and reporting

� Collateral valuations

� Liquidation analyses

� Lease/contract evaluation

� Retention/severance plan development

� Reorganization plan development

� Disclosure statement assistance

� Feasibility analyses

� Negotiation with parties-in- interest

� Claims management

� Avoidance actions

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Lender and Creditor Services

Functional Expertise

� Debtor Oversight

� Cash Flow Monitoring

� Troubled Credit Alternatives

� Court Appointed Services

� Financial Advisor to Creditor Committee

� Receivership

� Expert Witness Testimony

Accumyn’s core lender & creditor advisory capabilities

� Asset Recovery

� Loan Recovery

� Asset and Enterprise Sales

� Liquidations

� Due Diligence Assessment

� Underwriting

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-12- Corporate Restructuring & Financial Advisory

DEBTOR

OVERSIGHT

� Negotiating forbearance / covenant waivers

� Focused on protecting investments

� Experienced at analyzing debtor’s challenges and presenting solutions

CASH FLOW

PERFORMANCE

TROUBLED CREDIT

ALTERNATIVES

� Assess options creditors of distressed credits

� Craft alternatives to meet stakeholder expectations

� Quickly provide risk management and mitigation strategies

� Recommend continued funding / exit strategies

� Understand business cash flow drivers

� Rebuild and reconfigure cash monitoring processes

� Expand working capital base

� Manage short and long-term liquidity

� Provide reliable and accurate forecasts

Lender and Creditor Services

Functional Expertise

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FINANCIAL ADVISOR

TO CREDITOR COMM.

� Assess situation surrounding debtor

� Challenge and validate debtor company strategies and projections

� Provide practical risk management and mitigation advice

RECEIVERSHIP

� Skilled in safeguarding third-party interests

� Ability to oversee interests of all participating stake-holders

� Can turn short-term crises into long term viable recovery plans

COURT APPOINTED

SERVICES

� Experienced in serving in an interim-management capacity

o CRO

o CEO

o CFO

� Experienced with both Chapter and 7 and 11

Lender and Creditor Services

Functional Expertise

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ASSET

RECOVERY

� Can navigate thru competing, rights, interests and claims

� Effect cooperative solutions, maximizing value for the firm’s clients

� Experienced in loan recovery, asset and enterprise sales, and liquidations

DUE DILIGENCE

ASSESSMENT

� Experienced in making operational, financial, and HR assessments for funding projects

� Determine market positioning, execution capabilities, business plan attainability and success of cash flow

� Focused on earnings quality and debt service capabilities

EXPERT TESTIMONY

WITNESS

� Can provide testimony for reliability of information to achievability of forecasts

� Possess financial and technical expertise to understand the unique complexities of various situations

Lender and Creditor Services

Functional Expertise

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Select Engagements & Past Transactions

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Past Engagements

Principal Bankruptcy & Restructuring Experience

Southland Corporation(Retained as Financial Advisor)

Represented a large-cap company (worldwide operator of 7-Eleven stores) in its Chapter 11 restructuring efforts.

Work included the development of a turnaround plan, which called for the sale of significant divisions of the company, focusing operations on the core business unit.

Efforts resulted in significant enhancement to shareholder value.

Seitel, Inc.(Financial Advisor to Secured Lenders)

Represented the senior lending group for a $300mm public company in their efforts to restructure debt and continued representation throughout the Chapter 11 process.

Work performed on behalf of the lenders included asset due diligence related to the DIP financing facility, assessment of operational turnaround strategy, development of recapitalization plan, and on-going monitoring of operating results.

Principal Financial Group(Retained as Financial Advisor)

Represented agent bank in performing due diligence related to its $500mm senior revolving credit facility.

Work included review of various classes of assets, including an in-depth analysis of the valuation of residual interests resulting from the Company's securitization activity.

Developed a successful restructuring plan that resulted in full payment to the senior lenders under 15 months.

Al Copeland Enterprises(Advisor to Unsecured Creditors Committee)

Restructuring Advisor to unsecured creditors committee of public restaurant chain.

The company completed a Chapter 11 restructuring that provided the company with the time to develop and begin the execution of a turnaround plan, and obtain the additional liquidity required to finance the road to recovery.

Memorex Telex(Retained as Financial Advisor)

Restructuring Advisor to a pioneer and leader in high performance audio.

Implemented broad cost reduction initiatives generating millions in cost savings. Secured incremental financing, and negotiated a pre-arranged bankruptcy restructuring.

Allowed the company to emerge from bankruptcy in approximately six months with a right sized cost structure, significantly reduced leverage, while enabling the company the flexibility to pursue new growth opportunities.

Wick n Sticks & Wallpapers to Go

(Retained as Financial Advisor)

Retained as Financial Advisor to prepare turnaround plan and confirmation plan of large public franchisor.

Plan was confirmed and reconstituted company emerged from Bankruptcy in less than one year.

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Past Engagements

Principal Bankruptcy & Restructuring Experience (cont.)

Schwinn Corporation(Retained as Restructuring Advisor)

Restructuring Advisor for manufacturing division of a global company.

Completed a fast track restructuring in less than 15 months.

Successfully implemented over $9 million in operational EBITDA improvement initiatives, while shedding non-core assets.

Generated over $75 million in proceeds.

Advent Communciations(Retained as Turnaround Manager)

Worked with the senior management team for this consulting and software group which operated in multiple markets in the Southern United States.

Assisted the company with the establishment of liquidity forecasting tools and budgeting processes, significantly enhancing the quality and accuracy of the budgeting and forecasting process

Long Term Credit Bank of Japan

(Retained as Financial Advisor)

Represented the senior lending group of a regional supermarket chain.

Work included an in-depth review of the company's operations and, based on forecasted operations, assisted the lenders in negotiations with the company and bondholders on a complex wind-down recovery.

Assets were liquidated with lenders and bondholders receiving full recovery.

CompuData(Retained as Financial Advisor)

Represented a mid-cap company in restructuring efforts. Assisted the company in the development of a business restructuring plan and in negotiating a new credit facility which was supported by the Company’s plan.

Led the Company in maneuvering through the bankruptcy process and provided critical testimony and affidavits in support of various motions in the bankruptcy court.

Electro-Mechanical Industries(Retained as Financial Advisor)

Evaluated the solvency of EMI at its counsel’s request in light of the bankruptcy plan of reorganization and certain contingent liabilities.

Provided report regarding solvency.

National Commercial Grower

(Retained as Financial Advisor)

Retained as Financial Advisor to a top three national commercial grower of specialty plants.

Facilitated the workout of a $20 million senior credit facility and the workout of $5 million in trade payables.

Arranged for new senior lender to be brought in upon workout of previous facility.

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Past Engagements

Principal Bankruptcy & Restructuring Experience (cont.)

Auto Part Distribution Co.(Retained as Financial Advisor)

Retained as Financial Advisor for a regional auto after market part distribution company.

Facilitated workout of $6 million over advance on a $13 million asset based credit facility. Restructured operations, negotiated unsecured creditor workout and arranged for new purchase order financing.

Biotechnology Company(Retained as Financial Advisor)

Retained by unsecured creditors of a publicly traded bio-technology company.

Structured and implemented out of court creditor $6 million settlement plan to facilitate the company’s merger with a private acquirer.

Private Retail REIT

(Retained as Financial Advisor)

Retained by a national private REIT to manage liquidation of distressed joint-venture acreage in Texas and California.

Provided analysis of 250 retail property portfolio and provided risk management recommendations.

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Past Engagements

Principal Financial Advisory Transactions

Laser Power, Inc.(Retained as Financial Advisor)

Retained as financial advisor to publicly traded laser-optic dome manufacturer.

Implemented shareholder defense process (poison pill), conducted auction to sell the company.

Transaction concluded with a $36 million cash/equity sale to a public competitor. Provided fairness opinion to the Board of Directors.

The Writer Company(Retained as Financial Advisor)

Retained to assist in the sale of a publicly traded regional home builder.

Conducted auction, structured transaction, and provided fairness opinion to Board of Directors on $55 million sale to a national competitor.

Networks Electronics, Inc.(Retained as Financial Advisor)

Appointed by probate court to sell deceased founder’s publicly traded shares held in trust.

Conducted sale process, structured transaction, and provided fairness opinion on the $13 million sale of the company to a UK based industrial conglomerate.

PDS Gaming, Inc.(Retained as Financial Advisor)

Retained by publicly traded gaming equipment provider on its exchange of $11.4 million in Senior Subordinated Notes.

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Bios

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Restructuring & Advisory Team

David N. Eliff, CPA

Mr. Eliff, a Managing Director, has 25 years of professional and executive management experience, including seven years as the CFO

of publicly traded firms. As a management advisory consultant, Mr. Eliff has been engaged by numerous firms as interim CFO or in a

lead financial advisory role and has led the development and implementation of numerous turnaround and restructuring plans.

Mr. Eliff has advised a wide consortium of companies in many industries. He has had leadership roles in small and medium sized

companies and led equity and creditor teams on many large capitalization bankruptcies and out-of-court workouts. He is skilled in cash

forecasting, cash management and liquidity monitoring, and has designed turnaround and refinancing plans for large, medium and small

capitalization companies. He has advised on issues such as business disposals or acquisitions, factory closures, business planning, crisis

stabilization/cash flow management, operational & financial restructuring and re-financing. Additionally, he has assisted in developing

exit strategies for unprofitable business units. Moreover, Mr. Eliff has acted as an advisor to a number of boards in diverse sectors

including oil and gas, beverage, engineering, and financial services and aided in the development of plans to facilitate ongoing creditor

support, financial and operational restructuring.

Mr. Eliff’s in-depth experience in investment banking, general management, strategy consulting, securities analysis, and turnaround

management has enabled him to develop or customize business restructuring programs that create sustainable value. He has provided

assistance to companies either in distress themselves or affected by insolvent entities, and addressed the comprehensive scope of

restructuring from front-end assessment to effective decision-making support, and transaction solutions. His past engagements have

enabled him to recognize opportunities for creating value through restructuring, including changes in technology or manufacturing,

heightened marketplace competition, regulatory requirements, taxes, shifts in interest rates, or shifts in business practice, efficiency and

performance.

Previously Mr. Eliff has held management positions at LECG, LLC and in the restructuring group at PriceWaterhouse, and he has

served as the CFO for a publicly-traded software firm and an energy services firm. He earned his B.B.A. degree in accounting from

Texas Tech University and is a Certified Public Accountant*, a candidate to become certified as a Certified Financial Analyst, and a

member of the American Institute of Certified Public Accountants and Turnaround Management Association.

*Accumyn is not a CPA firm.

T: 713.430.6895

E: [email protected]

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Restructuring & Advisory Team

Scott A. Bayley, CPA/ABV, CFE, CVA T: 713.417.4620

E: [email protected]

Mr. Bayley, a Managing Director, is the founder of Accumyn. He has served public and private businesses, governmental entities, and

law firms with auditing, accounting, financial, and economic consulting services for over twenty years. A primary focus of his practice

is analysis of damages, fraud and forensic accounting examinations, preparation of expert reports and expert testimony regarding

accounting disputes, financial and economic claims, and valuation analysis.

His dispute consulting experience includes assisting in matters such as breach of contract, lost profits, intellectual property infringement

(patent, copyright, trademark, and trade dress infringement), misappropriation of trade secrets, antitrust/anti-competitive analysis,

business interference/interruption, shareholder and partner disputes, lender liability, wrongful termination and employment disputes,

fraud and misrepresentation, funds tracing, and forensic accounting investigations.

Mr. Bayley has provided expert testimony in matters involving financial disclosures, generally accepted accounting principles,

securities fraud, shareholder disputes, broker/dealer actions, breach of fiduciary duty, failed mergers/acquisitions, intellectual property

disputes, professional malpractice, directors and officers claims, insurance fraud, and valuation of securities and derivatives.

Most recently, Mr. Bayley was a Managing Director for the expert services firm LECG in Houston. Previous positions include Partner-

in-Charge of financial advisory services at BDO Seidman, Managing Director with responsibilities for litigation consulting, forensic

accounting and valuation at KPMG, Senior Manager in dispute analysis and corporate recovery services at Price Waterhouse, and

Manager in audit and business advisory services for Arthur Andersen.

Mr. Bayley holds a BBA degree in Accounting from The University of Texas at Austin. He is a Certified Public Accountant (CPA)*

and Accredited in Business Valuation by the American Institute of CPAs (ABV). He is also a Certified Fraud Examiner (CFE) and a

Certified Valuation Analyst (CFE). Professional affiliations and memberships include the American Institute of Certified Public

Accountants, the Texas Society of Certified Public Accountants, the Association of Certified Fraud Examiners, the National

Association of Certified Valuation Analysts, and the Licensing Executive Society.

*Accumyn is not a CPA firm.

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Restructuring & Advisory Team

Cyrus P. Commissariat, MBA

Mr. Commissariat, specializes in the development and execution of operational and financial strategies for the firm’s corporate

turnaround and bankruptcy restructuring clients. Over the course of his career, Mr. Commissariat has served in a senior capacity as

turnaround and restructuring advisor, CFO, and investment banker and has executed over $500 million in corporate finance advisory

engagements including secured and unsecured debt restructurings, asset dispositions, mergers and acquisitions, fairness opinions, stock

repurchases, shareholder rights plans, and placements of debt and equity with both public and private companies.

Mr. Commissariat specializes in working with client management teams on turnaround and restructuring plans including implementing

cash stabilization and recovery strategies, determining product and service line contribution, and communicates with both secured and

unsecured creditors on stabilization and recovery plans. He has served as advisor and as interim executive on numerous assignments

across a wide array of industries including natural resources, restaurant, retail, gaming, real estate, aerospace and defense, home

building, software, semi-conductor, and media and entertainment. He is experienced in successfully negotiating and managing creditor

and equity shareholder groups in distressed situations – including primary lenders, trade payables, landlords, and investors.

As CFO of a $100 million multi-state hospitality focused company, he led the implementation of a strategic restructuring and

turnaround plan advising on issues such as business disposals and acquisitions, operating unit business planning and budgeting, crisis

stabilization and cash flow management, and operational and financial restructuring. As a turnaround and restructuring advisor, Mr.

Commissariat has restructured operations to enhance profitability and cash flow, facilitated the workout of senior credit facilities,

restructured unsecured trade payables, served as advisor on the sale of non-core business units, renegotiated leases, and sourced new

sources of capital.

Previously, Mr. Commissariat was with a west coast based boutique turnaround and restructuring firm, and prior to that served as an

investment banker with both The Seidler Companies, Inc. and Roth Capital Partners. He received his Bachelors of Science in

Accounting from the University of Southern California’s Leventhal School of Accounting and obtained his MBA in Finance and

Accounting from Rice University. He is a member of the Turnaround Management Association.

T: 713.385.9101

E: [email protected]

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Contact Information

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-25- Corporate Restructuring & Financial Advisory

David N. EliffManaging Director

T: 713.430.6895E: [email protected]

Cyrus P. CommissariatDirector

T: 713.385.9101E: [email protected]

Contact Information

4635 Southwest FreewaySuite 425Houston, Texas 77027

Fax: 713.621.4321