VALUATION FOR DECISION MAKING

“Our boutique-oriented approach to each engagement means that we recognize the signifi cance and uniqueness of every matter. Our senior level managers have hands-on responsibility for each of the engagements they oversee, which results in the kind of exceptional service and high quality product our clients have come to expect.”

- Mark SantarsieroCEO - Marshall & Stevens

MARSHALL & STEVENS

WITH EXPERIENCE COMES

A WEALTH

OF KNOWLEDGE

Established in 1932, Marshall & Stevens is a recognized leader in valuation,

serving business owners, managers, boards and trusted advisors throughout the

world. We assist our clients with planning, due diligence, negotiation and reporting

issues related to their mergers, acquisitions, divestitures, restructurings, fi nancings,

insurance placement and tax related transactions. Our in-house specialists provide

a full complement of valuation-related services, from transaction advisory and

opinion letters to the valuation of businesses and business assets, both tangible and

intangible.

The scope of our practice is uniquely diverse, allowing us to take on virtually any valuation project.

We offer the quality of a big fi rm but the personalized attention of a small fi rm.

Because we are an independent valuation fi rm, we are not distracted by other business interests.

MULTI-DISCIPLINARY APPROACH

“It has been my experience that Marshall & Stevens has a thorough understanding of purchase price allocations, for real estate as well as corporate acquisitions. I have great confi dence in their skills and know that my clients will be treated well by the Marshall & Stevens professionals.”

- Gale B. Moore, CPAPartner - Singer Lewak

MARSHALL & STEVENS

VALUATION & FINANCIAL ADVISORY

Marshall & Stevens valuation consulting practice provides independent credible

valuation and fi nancial advisory services by an experienced, professional staff. From

engagements concerning compliance with reporting requirements to accurate options

pricing critical to federal tax issues, Marshall & Stevens helps to eliminate uncertainty

and map the avenues to your strategic fi nancial objective.

We shed light on business opportunities, uncover solutions to business challenges,

and provide support for business strategies.

Business Enterprise Valuations

Purchase Price Allocations

Fair Value Analysis

Goodwill & Intangible Asset Impairment

Long-Lived Asset Impairment

Contingent Assets & Liabilities

Intangible Assets & Intellectual Property

Employee Stock Ownership Plans (ESOP)

Stock Option and Warrants

“Cheap Stock” Valuations

Fairness & Solvency Opinions

QUALITY VALUATION

2009 Accomplishments

Valuation of 500+ properties for a west coast based not-for-profi t organization including 250+ land and improvements for fi nancial reporting purposes and 100+ properties for fi nancing and buy/sell consideration.

Property tax appeal for a large entertainment company consisting of 6 properties located in 6 different counties.

MARSHALL & STEVENS

TAX VALUATION

Marshall & Stevens has signifi cant experience helping organizations successfully

navigate the increasingly complex world of tax planning strategies. We mitigate

the risk of audit by consistently offering valuations that are thorough, well-reasoned

and empirically supported. We do not rely on just one proprietary valuation model,

but typically apply several different methodologies. This approach, together with a

well-documented record of positions taken and assumptions made, provides a solid

foundation for valuations.

LITIGATION SUPPORT

The ability to explain and simplify complex business and valuation issues to a court

or jury can make all the difference in litigations. Our management team includes

valuation professionals and lawyers specifi cally experienced in regulatory matters

and large case administration. We provide comprehensive and specialized litigation

consulting on matters across the valuation spectrum, including IRS investigations,

commercial damages and intellectual property infringements.

Estate Tax and Wealth Transfer

Tax Restructuring

Property Tax Consulting

Non-Compete Agreements

Partial Interest (“Discount”) Studies

Supchapter C to S Conversions

Expert Testimony

Commercial Litigation

Solvency Testimony

Damage Calculations

Trademark & Copyright Infringements

Marital Dissolutions

QUALITY DECISION MAKING

2009 Accomplishments

Property valuations for over 1000 bank branches and offi ces representing more than 6.6 million square feet throughout the United States.

Insurance appraisal of over 1000 buildings and structures for 70+ suburban municipalities in a major metropolitan city.

MARSHALL & STEVENS

REAL ESTATE VALUATION

Marshall & Stevens recognizes how valuable your company’s real estate and capital

assets are to your operations. Through our extensive valuation and consulting

experience, we have developed a thorough understanding of the interplay among

asset valuation, tax implications and marketplace issues. With multiple offi ces

throughout the United States, Marshall & Stevens has the fl exibility and perspective

that enable us to assemble multi-disciplinary teams to satisfy client needs on

domestic and cross-border assignments.

MACHINERY & EQUIPMENT VALUATION

We are uniquely prepared to provide a wide range of options that help clients

implement an asset management strategy company-wide, including establishing

a reliable baseline; identifying non-existent, obsolete or under-utilized assets;

and, where necessary, arranging for rapid disposition of assets. Our thorough

understanding of capital assets ranges from the intricacies of specifi c machinery and

equipment to the subtleties of fully integrated manufacturing operations.

Real Property Valuations

Property Tax Consulting

CMBS Advisory

Insurance Placement and Loss

Commercial Real Estate Loan Evaluation

Purchase Price Allocation

Impairment Testing

Machinery & Equipment Valuation

Ghost Assets Remediation

Collateral Lending including

Structured Finance

Insurance Placement & Loss

INDEPENDENCE & INTEGRITY

“As a director of a public company charged with completing a unique and tough merger, I needed a fi rm that could provide a quality fairness opinion in a very timely manner. Upon interviewing Marshall & Stevens, I immediately recognized the fi t based on their experience, commitment and responses. The fi rms has great professionals and delivered as promised.”

-Former Director of Sport Supply Group, Inc.

MARSHALL & STEVENS

CORPORATE FINANCE ADVISORY

Marshall & Stevens serves a diverse client base that includes corporations, fi nancial

institutions, fi nancial sponsors, hedge funds, and venture capitalists. Whether

it’s raising capital to meet growth objectives or identifying strategic acquisition

opportunities, Marshall & Stevens offers our clients merger & acquisition advisory,

capital markets, and other corporate fi nance services. Our extensive network of

institutional and strategic relationships provide a unique resource and knowledge

base for our clients

RESTRUCTURING ADVISORY

The preparation for and administration during the restructuring process is crucial

for an effective result. In situations that are often complex and urgent, Marshall &

Stevens understands that every company requires a different strategy. Whether

assisting with debt restructurings, bankruptcy fi lings, fraudulent transfers, solvency

opinions, or other facets of the restructuring process, Marshall & Stevens has the

resources and expertise to help your company move forward and get back on track.

Fairness Opinions

Merger & Acquisitions - Due Diligence,

Negotiation, Reporting, Opinions

Buy/Sell Side Transactions

Going Private Transactions

Asset Carve-Outs

Private Investment in Public Equities

Special Situation Financing

Solvency Opinions

Fraudulent Transfer & Preferences

Fair Value Analysis

Adequate Protection

Equity Cushion Analysis

Use of Cash Collateral Valuations

Motions for Relief from Stay

Fresh Start Accounting

VALUATION FOR DECISION MAKING

MARSHALL & STEVENS

2009 Accomplishments

Multi-disciplinary pre-bankruptcy litigation support including real estate, enterprise, intangible asset, executory contract, and lease valuations for an $8 billion real estate development.

Performed 120 separate real estate engagements, both domestically and internationally.

Impairment report of a division within a $50billion electronics company.

MISSION STATEMENT

We do not waver on our promise to be timely in our work, communicate openly with

our clients, and present well-written reports. Marshall & Stevens professionals add

value by using a problem solving approach that recognizes that valuation is part of

a broader decision making process, which in turn, requires an appreciation of the

context in which advice is sought and an ability to foresee client needs and issues.

Valuation & Financial Advisory

Tax Valuation

Real Estate Valuation

Machinery & Equipment Valuation

Corporate Finance

Restructuring Advisory Services

Litigation Support

Fairness & Solvency Opinions

SPEED & FLEXIBILITY

“It is not often that my ‘experts’ are as ‘expert’ as you are. Your assistance in [my] matter has been exemplary. Thank you for your fi ne work and I look forward to continuing to work with you on [my] matter as well as other substantial matters in the future.”

- Jeffrey W. Broker, Esq.Broker & Associates

MARSHALL & STEVENS

AEROSPACE & DEFENSEAGRICULTUREAPPARELAUTOMOTIVECASINO & GAMINGCHEMICALCONSTRUCTIONEDUCATIONELECTRONICSENERGYENTERTAINMENTFINANCIALFOOD & BEVERAGEFURNITURE & FIXTURESGOVERNMENTHEALTHCAREHEALTH ADMINISTRATIONHOSPITALITYINSURANCEMACHINERYMANUFACTURING

MARKETINGMEDICALMETALLURGYMINING, OIL, & GASPHARMACEUTICALPLASTICS, RUBBER, & GLASSPRINTINGPRIVATE EQUITYRAILREAL ESTATERETAILSEMICONDUCTORSOFTWARESTONE & CONCRETETECHNOLOGYTELECOMMUNICATIONSTRANSPORTATIONUTILITIES

FULL RANGE OF INDUSTRY EXPERTISE

Marshall & Stevens not only accurately identifi es the value of the company, asset, or transaction in question, we value each client and assignment.

For more information or to speak to a valuation consultant, please visit our website or call 800.950.9588

www.marshall-stevens.com

New York212.425.4300

212.344.9731 FAX

Philadelphia215.561.5600

215.557.7280 FAX

St. Louis314.621.7025

314.436.2244 FAX

Tampa813.962.7888

813.963.2251 FAX

Los Angeles213.612.8000

213.612.8010 FAX

Chicago312.223.8477

312.346.2107 FAX