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Financial Advisory Services

Copyright © 2015 Sunera LLC

General Presentation

Copyright © 2016 Sunera LLC. 2

Sunera added Financial Advisory Services (“FAS”) to its nationwide service offerings in June 2010

Serves public and private companies on a project basis and pending or newly acquired portfolios of private equity firms

Supports companies undergoing transition involving finance, accounting or process issues, or companies/private equity firms with M&A activity

Highly credentialed and experienced professionals that have served hundreds of clients ranging in size from startups to multi-billion dollar corporations in a variety of industries with a particular focus on services, IT hardware/software, pharmaceutical, manufacturing, real estate, restaurant and retail industries

Provides services on a project basis, are solution based, and can last two weeks to several months

Quick response set-up services are normally requested and responded to within 1-2 days of initial contact

Professionals providing services have Big 4 background and/or C-suite industry experience

Practice Overview


Sunera Offices and Credentials

More than 350 professionals Served over 1,000 clients Founded by former Big-4 risk

partners and professionals Highly credentialed finance and

IT professionals including, CPAs, CFEs, CIAs, CISAs, CSMEs, MBAs, CMAs and PMPs

Registered with NASBA to offer CPEs for our Data Analytics training courses

Certified integration partner for leading continuous controls monitoring solutions, including ACL, ERP GRC


Accounting for New Acquisitions (Opening Balance Sheet or Purchase Accounting)

Financial, IT, and Operational Due Diligence Quality of Earnings Reviews Integration Support and Oversight Transaction Modeling and Evaluation Review and Assessment of Valuation Reports Valuation of Acquired Assets and Liabilities (ASC

805/820) Post-Integration Support and Oversight

Technical accounting expertise when you need it Improve reliability and timeliness of financial reporting Reduce costs and overcome resource capacity and

skills constraints Achieve anticipated operational synergies and cost

savings Improve operating margins resulting from realignment

of process with corporate objectives while reducing manual efforts, processing errors and re-work

Acquisition & Transactional Support

Benefits

Financial Advisory Services

Interim CFO / CRO / Controller/Acctg Manager Audit Preparation/Coordination/Facilitation Preparation and Drafting of Financial Statements SEC Reporting and Filing Assistance Implementation of Accounting Standards/IFRS Accounting Policy Development & Implementation General Accounting Clean-Up and Review Contract Review and Analysis Financial Accounting, Reporting & Close Process Financial Audit Preparation and Facilitation

Quality and Efficiency Process Analysis Including Baseline of Current State

Develop Roadmaps and Detailed Plans for Process Enhancements

Overall Health Assessment of Accounting Function (processes, people and systems)

Program and Project Management Implementation and Remediation of Process

Inefficiencies and Control Gaps Process and Control Documentation over Financial

Reporting (SOX 404)

Finance & Accounting Assistance

Process Improvement


Below are some of our key private equity and investment banker relationships, including services provided to their portfolio investments:

Sun Capital Partners– Interim CFO/CRO/Controller/Financial Analyst– Preparation of opening and closing balance sheets– Process re-engineering of various financial functions– Working capital calculations– Valuation of long-lived assets– DECK preparation and training– Audit preparation– General accounting clean-up

Riverside Company– Interim CFO/Controller– Audit preparation– Preparation of closing balance sheet– Process re-engineering of financial reporting functions

Notable Private Equity/Investment Banker Relationships


Hammond, Kennedy, Whitney & Company, Inc.– Interim CFO/Controller– Audit preparation– Preparation of opening and closing balance sheets– Valuation of long-lived assets

Halyard Capital – Quality of earnings reviews– Tax consultation

Childs Advisory Partners– Interim CFO/Controller– Audit preparation– Preparation of GAAP financials and CIM for sellers– Process re-engineering of financial preparation processes– General accounting cleanup

Notable Private Equity/Investment Banker Relationships (cont’d)


Notable Private Equity/Investment Banker Relationships (cont’d)

York Capital Management– Interim CFO & Director of Accounting– Interim FP&A Director– Process re-engineering of financial processes– Assist in sell side CIM and due diligence preparation– Performed financial healthcheck assessment

Thompson Street Capital Partners– Interim CFO/Controller– Process re-engineering re: inventory, cost accounting

Gemini Investors Inc.– Cash basis EBITDA review and analysis– Quality of earnings review– Cash to GAAP conversion of historical financials


Notable Clients


Case Studies

Client Harte-Hanks Marketing Data DivisionProject Description

Quality of Earnings ReviewPerformed thorough quality of earnings review on two divisions of large cap public company, totaling $30M in revenue which were planned to be carve-out stand alone companies. Review included historical financials for compliance with GAAP including understanding and challenging complex revenue recognition policies and procedures under multiple element arrangements. Review also included assessing working capital trends, identifying adjustments to historical EBITDA for additional expenses to be incurred as stand alone companies as well as preparing standard reports containing information on EBITDA bridges, top 10 customers, top 10 vendors and payroll FTE’s.

Client Jun Group Productions LLCProject Description

Quality of Earnings ReviewJun Group is a $30M offers services and applications that permit large publishers to market new products and services to consumers on their screens. The quality of earnings focused on all critical elements of the company’s historical financial performance including standard schedules of historical financials, adjusted EBITDA, customer and vendor performance and payroll expenditures. Review was customized to address issue unique to this industry/company including customer concentration, the proper capitalization of internally developed software costs and proper accounting of phantom stock incentive plans.


Case Studies (continued)

Client Edwin WattsProject Description

Post Acquisition Integration and Interim CFOProvided interim CFO and post-acquisition services for $200 million specialty retailer, which required the establishment of the opening balance sheet under FAS141R (ASC 805) and oversight over new reporting requirements and general accounting cleanup work. Designed and implemented a manual open to buy accounting system for 68 locations to establish control over the order processing and approval process. Coordinated, prepared and published a new strategic plan and annual budget. Also implemented a strategic analysis selection package to support new and remodel store decisions.

Client Levi’s Project Description

Pre and Post Acquisition Support/Project ManagementFinancial advisor for a $150 million revenue apparel retail acquisition by Levi’s®. Hired to provide the prerequisite experience with retail acquisitions, purchase price negotiations, acquisition integration and technical accounting. Successfully supported contract negotiations, eliminated the need for a costly 90 day transitional services agreement (TSA), established the basis for budgeting and reporting in less than 30 days of closing and prepared the opening balance sheet and goodwill calculation.

Engaged to provide comprehensive project management services to transition primarily all financial processes from South America location into the shared service center in Eugene, OR. Responsibilities included set-up and monitoring of teams key tasks, timelines and training. Also identified and resolved issues and risks throughout transition period.


Case Studies (continued)

Client Opko Health, Inc.Project Description

Interim CFO/Assistant Controller/OBS/Special ProjectsProvided interim CFO, opening balance sheet and post-acquisition integration services to large-cap acquisition of laboratory company. Acted as project manager and liaison between finance and IT during ERP implementation at largest subsidiary. Provided Interim Assistant Controller, financial reporting and audit facilitation services supporting the issuance of quarterly Form 10-Q’s and Form 10-K’s. Implemented critical automation processes in order to facilitate the SEC filing process and improve overall department efficiencies by reducing time needed to prep required financial schedules and footnotes. Assisted in the monthly and quarterly close processes through the preparation and/or review of key financial reconciliations, schedules and general ledger journal entries. Responsible for the re-engineering of the cash collection and reconciliation process while managing and training department personnel at acquired division.

Client Trulite Glass & Aluminum LLCProject Description

Interim Controller & Audit Preparation/Process Re-engineering/Accounting Clean-UpProvided Interim Controller and successful audit facilitation services for $400 million specialty glass & aluminum supplier & installer separated into six legal entities. Assisted them in reconciling 70 inter-related accounts spanning several years to provide to external auditors. Supported the sale of one entity to PE firm, integrated another into the parent company and set up the 3rd as an independent operating entity while closing over 20% of the acquired branches and production facilities. Established key policies and procedures to strengthen the accuracy and support of the monthly financial reports and re-engineered several facets of the closing and reporting functions and policies to improve efficiency and consistency across all entities. Prepared the opening balance sheet including valuation of long-lived assets for several significant acquisitions over the last 4 years including facilitation of the related audits.


FAS Partners

Natalie Little – PartnerMs. Little is responsible for the daily oversight of all critical elements of services provided by our finance and accounting professionals. Prior to joining Sunera, Ms. Little was Partner and Co-founder of Advanced Financial Solutions (AFS), one of the fastest growing accounting consulting firms in South Florida. Ms. Little is specialized in technical accounting, interim controller, audit facilitation, SOX 404 compliance, private equity support services, post acquisition integration, procedure and control analysis and project management services. She has personally served over 200 private and public clients during her consulting career ranging in size from $10 million to $35 billion in revenue. Her 25 years of accounting and internal audit experience include 11 years with Ernst & Young Audit Assurance, offering a wide variety services to companies throughout Florida and the Midwest. She passed the CPA exam in 1989.

Duane Wolter, CPA – PartnerMr. Wolter served in executive roles for several nationally recognized organizations. He was CFO and Vice President of Finance for leading retailers in the United States including The May Department Stores Co. and The Home Depot. During his career, Mr. Wolter gained extensive experience with strategic initiatives and has overseen numerous transactions including acquisitions, divestitures, IPOs and closing over $3 billion in public and private financing. His experience has been throughout the North America. Since joining Sunera, he has specialized in services for large corporations and private equity portfolios including interim CFO, post-acquisition integration, ASC 805 (FAS141R) implementation, technical accounting support and establishing accounting and reporting policies and procedures.


FAS Senior Team Members

Richard Russell, MBA, CPA – DirectorMr. Russell is a Director with Sunera LLC. Mr. Russell is a strategically focused, hands-on financial and operational executive with over 20 years leadership experience in all areas of finance and operations management including the position of CFO. Prior to joining Sunera, he held various leadership positions within the finance, accounting and internal audit functions at a variety of established companies including mid-cap to large-cap, as well as private and public, including CFO of Mission Health Communities, Senior Director with Cott Corporation and Director of Reporting for Danka and Quality Distribution. Mr. Russell began his career in public accounting with the firm Ernst & Young. Mr Russell is a CPA with a Masters in Tax Accounting from the University of Alabama and an MBA from the University of Tampa.

Vivian Kennedy, MBA – DirectorMs. Kennedy has over 30 years of accounting and auditing experience including finance leadership positions of mid public and private companies in both the publishing and medical industry. Her specialties include GAAP and SEC compliance, financial reporting development/process improvement, budgeting/forecasting, strategic development and M&A pre and post acquisition support. Prior to joining Sunera, Ms. Kennedy was the VP of Finance of Taylor & Francis Group and was CFO of Boca News, a division of Knight-Ridder. Prior to that, she held various positions at Knight-Ridder and was an auditor with Deloitte. She has a MBA from the University of Miami, is fluent in Spanish and has passed the CPA exam.


FAS Senior Team Members (cont’d)

Celeste Allen, CPA – Director Ms. Allen is a highly experienced financial executive with over 40 years of experience. She is a former partner with Ernst & Young, and held the title of CFO of Certified Vacations Group, Inc in Florida as well as Global CFO and Global CTO of AIG Travel, Inc. in NYC. Ms. Allen specializes in interim CFO/CRO/CTO services as well as advises companies and investments on strategies, reorganizations, turnarounds, process improvement and M&A pre and post acquisition support. She is an expert at GAAP and SEC compliance and highly skilled in serving as leader or support to leaders for companies experiencing transition. She has a BS and MBA from the University of South Florida.

Kirk Frohme, CPA – DirectorKirk is a Director with thirty years of experience in Big 4 public accounting and private industry and is a recognized technical expert in accounting matters and litigation support. Kirk was an audit partner at Coopers & Lybrand where he was an expert in SEC and regulatory filing issues. He specializes in assisting clients with complex transactions, SEC filings, commercial funding programs, interim CFO, project management and conducted audits to identify fraud. Kirk has worked on various engagements involving post-acquisition support including preparation of opening balance sheets, impairment calculations, and valuation services as well as litigation related projects involving insurance claims review, accounting malpractice, misappropriated funds and real estate partnerships. Kirk also served as Interim CFO/Financial Consultant for the Miami Dolphins. Kirk has a BS in Accounting and is a CPA.



Eliyah Tashiro, CPA – Senior Manager Mr. Tashiro has several years of accounting and auditing experience and supports our clients via our interim CFO/Controller services as well as our technical accounting and M&A services. He has strong relationship in the private equity space and has specialized skills in helping new investments enhance their finance and accounting functions to serve the needs of the investors. He provides a wide variety of services with specializations in pre and post-acquisition reporting, integration analysis and support, ASC 805 compliance and general accounting clean-up and support. Prior to joining Sunera, Eliyah was a Senior Auditor with Deloitte & Touche LLP and PriceWaterhouseCoopers LLP and worked on various engagements where he serviced public and private companies in a variety of industries including services involving internal audit compliance, SEC reporting and GAAP compliance for complex transactions. He is a CPA in Kentucky.

Stefne McGinnis – Senior ManagerMs. McGinnis has several years of accounting and auditing experience and supports our management team in providing our technical accounting, financial analyst and M&A services. She provides a wide variety of services with specializations in financial reporting, post-acquisition reporting, integration analysis and support, ASC 805 compliance and general accounting clean-up and support. Prior to joining Sunera, Ms. McGinnis was a Director of Financial Planning & Analysis at Avantair, a publically-traded private jet company and also has Big 4 experience with Ernst & Young and BDO Seidman. She has worked on various engagements where she serviced public and private companies in a variety of industries including services, biopharmaceutical, and retail involving internal audit compliance, SEC reporting and GAAP compliance for complex transactions.



Joseph Hall – Senior ManagerMr. Hall has several years of accounting and auditing experience and supports our Partners and Directors in providing technical accounting, interim Controller, valuation and M&A services. He provides a wide variety of services with specializations in improving closing processes, post-acquisition reporting, integration analysis and support and general accounting clean-up and support. He served as interim Controller for Liberty Medical Supplies and interim Accounting Manager at Navarro Pharmacies for extensive periods of time. Prior to joining Sunera, Mr. Hall was a Senior Auditor with Ernst & Young and held various leadership positions from Accounting Manager to CFO of small cap companies, both private and public, in a wide a variety of industries with specialties in software development and manufacturing. He passed the CPA exam in California and is a graduate of California State University. Stanley Beckley, CFE, CPA – Senior ManagerMr. Beckley has several years of accounting and auditing experience and supports our executives in providing day-to-day technical accounting and M&A services. He provides a wide variety of services with specializations in pre and post-acquisition reporting, integration analysis and support, IFRS compliance, ASC 805 compliance and general accounting clean-up and support. Prior to joining Sunera, Mr. Beckley was the Controller of UHealth and the Miller School of Medicine at the University of Miami. He was also a Manager with a Big 4 public accounting firm in South Florida and worked on various engagements where he serviced public and private companies in a variety of industries.



Phil Storey, CA – Senior ManagerMr. Storey has more than 35 years of experience working as the CFO or Financial Executive for internationally based companies within the manufacturing, telecommunications and construction industries. Phil’s consulting experience includes specializations in interim CFO, project management, turnaround management, financial reporting, process re-engineering , post acquisition integration and IFRS compliance services. His knowledge of US GAAP and IFRS compliance requirements provides clients the much desired knowledge needed to guide them through an IFRS conversion. The insight and experience he has gained as the strategic leader for mid and large-cap domestic and international companies has been highly regarded by our clients as Phil helped them address complex transition and reporting issues. Early in his career, Phil worked with Coopers and Lybrand as a Manager in the Audit and Assurance practice. Phil has BA from Leeds University in Leeds, England.


Bruce EatroffFounding Partner212-554-2145 (office)[email protected]

Halyard Capital

References

York Capital Management

CHILDS Advisory Partners Sun Capital Partners

Curt J. Johnson Senior Vice President, Chief Financial Officer-Private Equity212-796-1027 (Direct)[email protected]

Cooper Mills Managing Director [email protected]

Lynn SkillenManaging Director561-962-3437 (office)[email protected]


Contact Information

PartnerNatalie Little

[email protected](954) 609-9064

PartnerDuane Wolter


DirectorRichard Russell


South Florida Office3350 SW 148th Avenue, Suite 210

Miramar, FL 33027

Tampa Office201 Kennedy Blvd, Suite 1750

Tampa, FL 33602

DirectorVivian Kennedy


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