© 2009 Hamernik LLC Hamernik © 2010 Hamernik, L.L.C. “Experience Matters”

© 2010 Hamernik, L.L.C. “Experience Matters” 2 A little Background Hamernik LLC is a management and financial advisory firm specializing in underperforming companies to address solutions for restructuring, reorganizing and/or recapitalizing. Other work includes forensic analysis, expert testimony and M&A support. We are financially oriented with forward thinking focus to create action and change. We spend a significant amount of time in negotiations. Sources of deals Sourcing of clients is principally by referral. Market conditions drive the primary referral sources which are banks and law firms. Secondary referrals are business owners (and prior clients), accounting firms, organized constituents

© 2010 Hamernik, L.L.C. “Experience Matters” 3 Why is there a need for such services We are not industry experts, though we have significant industry experiences We do have outside perspective and experience of other companies operations within a sector for comparative view point Management may have lost credibility Management may have emotional attachments The company may not have adequate resources for the timelines Without having pre-conceived ideas, nothing is taken for granted A fresh perspective There may be a need for a mediator or party that speaks common languages and understands mutual objectives and constraints Screening Criteria and What Do We Look At Credibility of management (so as to frame our role, if any) Cash flow (establish need for borrowing, urgency and additional liabilities created) Also highlights contributors and users Allows for timely information to make decisions eliminating non-cash items Worst case scenario Supporter v. opponents Access to bridge capital Enterprise value (rough) Including opportunity to create through a transactional solution Leadership – Capital – Markets - Infrastructure 2/3 of 4 to be successful Expectations on timing Depends on solution and type of transaction Never as quick as everyone initially anticipates Form of Transaction “Conventional” sale Almost always asset purchase With shell holding company and where licenses are not assignable in the operating company, Contribution Agreements at the holding company accommodated intent Asset sales Standard Usually an issue of reps and warranties Article 9 sale Bankruptcy 363 sale Example of good and bad cases, use an example of our recommending sale and then why it worked Good Owner had guarantee exposure. Bank underwater by several million dollars at liquidation values. Reached agreement with bank on target sale price which paid more than liquidation values, released guarantees but afforded new owner reasonable capital structure going forward. Modification of debt structure in reducing balances, extending terms and/or converting leases to financing allowed for reduction in expense and availability for cash to fund business growth. Additional equity, not available from owner, identified additional acquisitions, grew markets, and re-faced equipment. Sophisticated management oversight and accountability increased expectations of asset ROI. Owner was re-focused on sales and marketing, away from operations. Failures Usually unrealistic assumptions by acquirer as to opportunities or achievability. Failure to integrate platforms. Integration of a Troubled Company, What to Do Have and communicate reasonable expectations Appreciate human elements (employee morale) Identify pending damage with customers Recent re-sourcing or re-allocation, warranty, etc. (off balance sheet liabilities) Consider structuring holdings outside the core business until stabilization is achieved. Micro-manage

© 2010 Hamernik, L.L.C. “Experience Matters” 4 Screening Criteria and What Do We Look At Credibility of management (so as to frame our role, if any) Cash flow (establish need for borrowing, urgency and additional liabilities created) Also highlights contributors and users Allows for timely information to make decisions eliminating non-cash items Worst case scenario Supporter v. opponents Access to bridge capital Enterprise value (rough) Including opportunity to create through a transactional solution Leadership – Capital – Markets - Infrastructure 2/3 of 4 to be successful

© 2010 Hamernik, L.L.C. “Experience Matters” 5 Example of good and bad cases, use an example of our recommending sale and then why it worked Good Owner had guarantee exposure. Bank underwater by several million dollars at liquidation values. Reached agreement with bank on target sale price which paid more than liquidation values, released guarantees but afforded new owner reasonable capital structure going forward. Modification of debt structure in reducing balances, extending terms and/or converting leases to financing allowed for reduction in expense and availability for cash to fund business growth. Additional equity, not available from owner, identified additional acquisitions, grew markets, and re-faced equipment. Sophisticated management oversight and accountability increased expectations of asset ROI. Owner was re-focused on sales and marketing, away from operations. Failures Usually unrealistic assumptions by acquirer as to opportunities or achievability. Failure to integrate platforms.

© 2010 Hamernik, L.L.C. “Experience Matters” 6 Integration of a Troubled Company, What to Do Have and communicate reasonable expectations Appreciate human elements (employee morale) Identify pending damage with customers Recent re-sourcing or re-allocation, warranty, etc. (off balance sheet liabilities) Consider structuring holdings outside the core business until stabilization is achieved. Micro-manage

© 2010 Hamernik, L.L.C. “Experience Matters” 7 © 2009 Hamernik, L.L.C. Hamernik LLC One Indiana Square, Suite 1550 Indianapolis, IN P David J. Hamernik, CPA, CIRA Kevin J. Hamernik, CPA, CIRA Barry L. Bentley, MBA, CPA (inactive), Daniel J. Sailer, CPA, Mark A. Smit, MBA, CPA, Stefania D. Holland, Brian P. Holtz, Karen B. Greenspan, “Experience Matters” 15